OK this is proof that we are getting higher prices.During the...

OK this is proof that we are getting higher prices.

During the review of the transaction amounts under the MT Sales Agreement, it has come to
the attention of the Company that the actual transaction amount for the eight months ended
31 August 2022 had exceeded the Original 2022 Annual Cap due to the recent increases in
coal prices globally. Based on the Company’s management accounts, the actual transaction
amounts under the MT Sales Agreement for the seven months ended 31 July 2022 and the
eight months ended 31 August 2022 were approximately US$72.6 million and US$112.6
million, respectively. Accordingly, on 26 September 2022, the Company revised the annual
caps for the transactions under the MT Sales Agreement for the years ending 31 December
2022 and 31 December 2023 to US$200 million and US$350 million respectively. The terms
of the MT Sales Agreement remain unchanged and the major terms of the MT Sales
Agreement were set out in the 2020 Announcement.
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The revised annual caps have been determined based on (i) the historical transaction amounts
and (ii) the expected amount and price of the coal to be sold by the MT SalesCo, with reference
to the annual production capacity of Mount Thorley and the recent increase in energy prices.
Directors’ Confirmation
The Directors (including the independent non-executive Directors) are of the view that the
terms of the MT Sales Agreement (including the revised annual caps) are fair and reasonable,
the transactions are in the ordinary and usual course of business of the Group, on normal
commercial terms or better and in the interests of the Company and its shareholders as a
whole.
None of the Directors has a material interest in the MT Sales Agreement and the transactions
contemplated thereunder, and therefore no Director abstained from voting on the relevant
resolutions of the Board in respect of the revised annual caps under the MT Sales Agreement
and the transactions contemplated thereunder.
Internal Controls Procedures
The Company has a system to monitor its connected transactions and the renewal of
connected transactions, which includes maintaining and regularly updating the list of
connected persons of the Company, maintaining a list of connected transactions including
details in relation to their expiration dates, checking the contracting party in each transaction
to confirm whether it is a connected person, monitoring the value of transactions that are
identified as connected transactions against the threshold for triggering disclosure and
shareholder approval requirements under the Listing Rules and ensuring that relevant
business departments are regularly updated in relation to the renewal of connected
transactions.
In view of the recent historical record breaking increases in energy prices globally, the
Company has further strengthened its internal controls to ensure that the transaction amounts
for the continuing connected transaction will not exceed its annual cap, which involves a
monthly review of the transaction.
Listing Rules Implications