Subject to the various conditions (see "3.1 Conditions...

Subject to the various conditions (see "3.1 Conditions precedent" on p 249) of the scheme Bayan's offer is binding and the bid price cannot be adjusted.

However clause 3.1 of the scheme (see below) could indeed block the takeover of KRL by Bayan depending on how WEC's application in the Supreme Court of Western Australia seeking variations to the freezing order turns out.

(d) (no restraints) no judgment, order, degree, statue, law, ordinance, rule or regulation orother temporary restraining order, preliminary or permanent injunction, restraint orprohibition entered, enacted, promulgated, enforced or issued by any court or any PublicAuthority of competent jurisdiction is in effect as at 8am on the Second Court Date thatSchedule 2: Scheme Implementation DeedKangaroo Resources Limited | SCHEME BOOKLET Page 249 of 292Scheme Implementation Deedjuzs A0143521365v2 120760855 page (11)prohibits, materially restricts, makes illegal or restrains the implementation of theScheme.

Bayan and WEC need to agree today (15 November 2018) on the matter or file further submissions by 19 November 2018 after which the Supreme Court of Western Australia would rule on WEC's application that might lead to a temporary restraining order and hence to the collapse of the takeover bid.