Bidder's Statement - Peabody Energy

This is an important document and requires your immediate attention.
If you are in any doubt about how to deal with this document, you should
contact your broker, financial adviser or legal adviser immediately.
Bidder’s Statement
containing an offer by
PEAMCoal Pty Ltd
ACN 152 004 772
(an entity indirectly owned by Peabody Energy Corporation and by ArcelorMittal S.A.)
to purchase all or any number of your ordinary shares in
Macarthur Coal Limited
ABN 40 096 001 955
For each Macarthur share you will
receive A$15.50 cash (subject to
the terms and conditions of the
offer) and you will also be entitled
to retain any final dividend of up to
A$0.16 per share
Financial advisers to Peabody Energy Financial adviser to ArcelorMittal Legal adviser to Peabody Energy Legal adviser to ArcelorMittal

important notices
Nature of this document
This document is a replacement Bidder’s Statement and is issued
by PEAMCoal Pty Ltd ACN 152 004 772 under Part 6.5 of the
Corporations Act (as amended by ASIC Class Order 00/344).
This replacement Bidder’s Statement is dated 15 August 2011 and
a copy of this replacement Bidder’s Statement was lodged with ASIC
on 15 August 2011. This replacement Bidder’s Statement replaces
the original Bidder’s Statement lodged with ASIC on 4 August 2011.
References in this document to ‘the date of this Bidder’s Statement’
(or similar) should be read as references to 4 August 2011.
Neither ASIC nor its officers take any responsibility for the content
of this Bidder’s Statement.
No account of your personal circumstances
In preparing this Bidder’s Statement, none of PEAMCoal, PEAMCoal
Holdings, Peabody Energy or ArcelorMittal have taken into account
the individual objectives, financial situation or needs of individual
Macarthur Shareholders. Accordingly, before making a decision
whether or not to accept the Offer, you may wish to consult with your
financial or other professional adviser.
Disclaimer as to forward looking statements
Some of the statements appearing in this Bidder’s Statement may
be in the nature of forward looking statements. You should be aware
that such statements are either statements of current expectations
or predictions and are subject to inherent risks and uncertainties.
Those risks and uncertainties include factors and risks specific to the
industry in which the members of the Macarthur Group, the members
of the Peabody Group and the members of the ArcelorMittal Group
operate as well as general economic conditions, prevailing exchange
rates and interest rates and conditions in financial markets. Actual
events or results may differ materially from the events or results
expressed or implied in any forward looking statement. None of
PEAMCoal, PEAMCoal Holdings, Peabody Energy or ArcelorMittal,
the officers or employees of PEAMCoal, PEAMCoal Holdings,
Peabody Energy or ArcelorMittal, any persons named in this
Bidder’s Statement with their consent or any person involved in the
preparation of this Bidder’s Statement, makes any representation
or warranty (express or implied) as to the accuracy or likelihood of
fulfilment of any forward looking statement, or any events or results
expressed or implied in any forward looking statement, except to the
extent required by law. You are cautioned not to place undue reliance
on any forward looking statement. The forward looking statements in
this Bidder’s Statement reflect views held only as at the date of this
Bidder’s Statement.
Disclaimer as to Macarthur information
The information on Macarthur, Macarthur’s securities and the
Macarthur Group contained in this Bidder’s Statement has been
prepared by PEAMCoal, PEAMCoal Holdings, Peabody Energy and
ArcelorMittal using publicly available information.
Information in this Bidder’s Statement concerning Macarthur,
Macarthur’s securities and the Macarthur Group and the assets
and liabilities, financial position and performance, profits and losses
and prospects of the Macarthur Group has not been independently
verified by PEAMCoal, PEAMCoal Holdings, Peabody Energy and
ArcelorMittal. Accordingly, PEAMCoal, PEAMCoal Holdings, Peabody
Energy and ArcelorMittal do not, subject to the Corporations Act,

Key dates
Date original Bidder’s Statement was lodged with ASIC 4 August 2011
Date replacement Bidder’s Statement was lodged with ASIC 15 August 2011
Date of Offer and Offer opens 18 August 2011
Date Offer closes (unless extended or withdrawn) 7.00pm (Brisbane time) on 20 September 2011
Key Contacts
Share registrar for the Offer
Link Market Services Limited
PEAMCoal Offer Information Line*
• 1800 992 039 (for callers within Australia)
• +61 2 8280 7692 (for callers outside Australia)
* Calls to these numbers may be recorded
make any representation or warranty, express or implied, as to the
accuracy or completeness of such information.
Further information relating to Macarthur’s business may be included
in Macarthur’s target’s statement which Macarthur must provide to
Macarthur’s Shareholders in response to this Bidder’s Statement.
Foreign jurisdictions
The distribution of this Bidder’s Statement in jurisdictions outside
Australia may be restricted by law, and persons who come into
possession of it should seek advice on and observe any such
restrictions. Any failure to comply with such restrictions may
constitute a violation of applicable securities laws. This Bidder’s
Statement does not constitute an offer in any jurisdiction in which, or
to any person to whom, it would not be lawful to make such an offer.
Responsibility statement
The information in this Bidder’s Statement has been prepared by
PEAMCoal and is the responsibility of PEAMCoal, except for the
ArcelorMittal Information, which has been prepared by ArcelorMittal
and the Peabody Energy Information which has been prepared
by Peabody Energy. ArcelorMittal takes sole responsibility for the
ArcelorMittal Information. Peabody Energy takes sole responsibility for
the Peabody Energy Information.
No director, officer, employee or adviser of PEAMCoal, PEAMCoal
Holdings or of any member of the Peabody Group, assumes any
responsibility for the ArcelorMittal Information. No director, officer,
employee or adviser of any member of the ArcelorMittal Group
assumes any responsibility for any information other than the
ArcelorMittal Information.
No director, officer, employee or adviser of PEAMCoal, PEAMCoal
Holdings or any member of the ArcelorMittal Group, assumes any
responsibility for the Peabody Energy Information. No director, officer,
employee or adviser of any member of the Peabody Group (other
than PEAMCoal) assumes any responsibility for any information other
than the Peabody Energy Information.
Privacy
PEAMCoal has collected your information from the Macarthur
Register for the purpose of making this Offer and, if accepted,
administering your holding of Shares and your acceptance of
the Offer. The type of information PEAMCoal has collected about
you includes your name, contact details and information on your
shareholding in Macarthur. Without this information, PEAMCoal would
be hindered in its ability to carry out the Offer. The Corporations
Act requires the name and address of shareholders to be held in a
public register. Your information may be disclosed on a confidential
basis to PEAMCoal’s Related Bodies Corporate and external service
providers, and may be required to be disclosed to regulators such as
ASIC. The registered address of PEAMCoal is Level 13, BOQ Centre,
259 Queen Street, Brisbane, Queensland 4000.
Defined terms
A number of defined terms are used in this Bidder’s Statement.
Unless the contrary intention appears, the context requires otherwise
or capitalised words are defined in section 12 of this Bidder’s
Statement, words and phrases in this Bidder’s Statement have the
same meaning and interpretation as in the Corporations Act.
Maps and diagrams
Any diagrams and maps appearing in this Bidder’s Statement
are illustrative only and may not be drawn to scale. Unless stated
otherwise, all data contained in charts, maps, graphs and tables is
based on information available at the date of this Bidder’s Statement.
1

Table of
contents
1 Why you should accept the Offer 5
2 Summary of the Offer 10
3 Information on PEAMCoal 11
4 Information on Peabody Energy 13
5 Information on ArcelorMittal 20
6 Information on Macarthur 27
7 Sources of consideration 29
8 Intentions in relation to Macarthur 31
9 Tax considerations 34
10 Other material information 35
11 The terms and conditions of the Offer 40
12 Definitions and interpretation 47
13 Approval of Bidder’s Statement 51
2

letter to
shareholders
4 August 2011
Dear Macarthur shareholders
Offer to acquire your shares in Macarthur Coal Limited
On behalf of Peabody Energy and ArcelorMittal, we are pleased to enclose an offer from PEAMCoal to acquire all of your shares in
Macarthur Coal. PEAMCoal is indirectly owned 60% by Peabody Energy and 40% by ArcelorMittal.
If you accept our offer, which we announced on 1 August 2011, you will receive A$15.50 in cash for each share in Macarthur that you hold,
subject to our offer becoming unconditional.
As a Macarthur shareholder, you will also be entitled to retain any final dividend declared by Macarthur for the financial year ended
30 June 2011, up to A$0.16 per share for holdings as at the dividend record date, without there being any reduction in the cash payment
under our offer. 1
We believe that our offer, which represents a total cash value of A$15.66 per share, is compelling and represents outstanding value for your
shares. It fully recognises Macarthur’s existing operations as well as its growth prospects and offers you certainty, liquidity and a significant
premium. Quite simply, we believe it offers you greater value than Macarthur has to date been able to deliver.
Macarthur shares have substantially underperformed other Australian resource stocks, despite rising coal prices and record demand. Our offer
provides you with a substantial premium over Macarthur’s relevant trading ranges not only in its recent history, but over an extended time frame.
In fact, over the 12 months before our proposed offer was announced, Macarthur’s share price declined by more than 17% while the S&P/ASX
200 Resources Index rose by nearly 13%, meaning Macarthur underperformed its resources peers by approximately 30%.
The total cash value of A$15.66 per share, represents a:
• 41% premium to the closing price of the Macarthur shares prior to the Initial Announcement on 11 July 2011; 2
• 45% premium to the 1 month volume weighted average price of the Macarthur shares up to and including 11 July 2011;
• 38% premium to the 3 month volume weighted average price of the Macarthur shares up to and including 11 July 2011; and
• 30% premium to the 12 month volume weighted average price of the Macarthur shares up to and including 11 July 2011.
You should also know that, as at the date of this Bidder’s Statement, PEAMCoal has a relevant interest in approximately 16.1% of the
Macarthur shares as ArcelorMittal has agreed to accept the offer in respect of its entire holding of Macarthur shares. For this offer to meet the
50.01% minimum acceptance condition, PEAMCoal only requires an additional 34% of the shares in Macarthur.
The cash value of the offer should be considered against the risks and uncertainties currently borne by you as a shareholder. If you do not
accept the offer, and it becomes unconditional, you may become a minority shareholder in Macarthur. This may have several implications
for you, including reduced liquidity in the shares and a reduced ability for you to sell your shares. Moreover, in the absence of our offer, it is
expected that the shares will trade below the offer price and closer to the trading levels prior to our proposal announcement on 11 July 2011.
Details of our offer, including its terms and conditions, are set out in this Bidder’s Statement. We encourage you to read this document in its
entirety, together with the target’s statement, and then to accept the offer as soon as possible. In order to be valid, your acceptance must be
received before 7.00pm (Brisbane time) on 20 September 2011, which, unless extended, will be the closing date of the offer.
To accept the offer, please follow the instructions on the accompanying Acceptance Form. If you require additional assistance, please call the
PEAMCoal Offer Information Line on 1800 992 039 (for callers within Australia) or +61 2 8280 7692 (for callers outside Australia).
We appreciate your consideration of our offer and look forward to the prospect of delivering significant shareholder value to you.
Gregory H. Boyce
Chairman and Chief Executive Officer
Peabody Energy Corporation
Aditya Mittal
Chief Financial Officer and Member of the Group Management Board
ArcelorMittal S.A.
1
Persons who acquire Macarthur shares on-market on or after the ‘ex-date’ for the dividend will not be entitled to be paid this dividend in respect of those shares even if they are on
Macarthur’s register of members in respect of those shares as at the record date for the dividend. In other words, those persons will only be entitled to receive A$15.50 in cash for each
such share so acquired, subject to our offer becoming unconditional. It should be noted that, as at the date of this Bidder’s Statement, Macarthur had not confirmed the amount of
this dividend (if any). The actual amount of the dividend could be higher or lower than A$0.16 per share. If it is higher than A$0.16 per share the cash amount payable under our offer
of A$15.50 per share will be reduced by the amount of the excess. If it is lower than A$0.16 per share, the A$15.66 per share amount mentioned in this letter will be reduced by the
difference between A$0.16 and the actual amount of the dividend.
2
The date of 11 July 2011 was the date on which Macarthur first announced the proposed takeover approach from Peabody Energy and ArcelorMittal. This page contains references to
trading data prepared by IRESS Market Technology Limited (ACN 060 313 359) who has not consented to the use of references to that trading data in this Bidder’s Statement. The above
values are based on the Offer Value of A$15.66, a closing price of Macarthur shares on the ASX on 11 July 2011 of A$11.08, a 1 month volume weighted average price of A$10.82 and a
3 month volume weighted average price of A$11.32, and 12 month volume weighted average price of A$12.02.
3

1 Why you should accept the Offer
1
THE
2
ACCEPTING
3
THE
4
YOU
5
MACARTHUR’S
6
THERE
7
THERE
OFFER REPRESENTS A
SIGNIFICANT PREMIUM TO BOTH
RECENT TRADING PRICES OF THE
SHARES AND TRADING RANGES
OVER AN EXTENDED TIME FRAME.
THE OFFER PROVIDES
FULL CASH CONSIDERATION AND
CERTAIN VALUE FOR YOUR SHARES.
OFFER IS SUBSTANTIALLY
HIGHER THAN EQUITY ANALYSTS’
VALUATIONS OF THE SHARES. 3
WILL STILL HAVE THE
OPPORTUNITY TO RECEIVE AND
RETAIN additional VALUE
FOR ANY FINAL FY11 DIVIDEND
DECLARED UP TO AN AMOUNT
EQUAL TO A$0.16 PER SHARE.
SHARE PRICE
MAY FALL IF THE OFFER IS
UNSUCCESSFUL.
ARE RISKS ASSOCIATED
WITH REMAINING As a MINORITY
INVESTOR IN MACARTHUR.
ARE NO COMPETING
PROPOSALS AVAILABLE FOR YOUR
SHARES AT THIS TIME.
3
See section 1.3.
5

1 Why you should accept the Offer
1.1 The Offer represents a significant premium to recent trading prices
The all cash consideration being offered by PEAMCoal is a compelling offer and represents a substantial premium to the levels at which the
Shares were trading prior to the Initial Announcement on 11 July 2011.
The Offer Value of A$15.66 per Share (which comprises the Offer consideration of A$15.50 per Share plus an assumed final dividend from
Macarthur for the financial year ended 30 June 2011 of A$0.16 per Share) represents a premium of:
• 41% to A$11.08, the closing price of the Shares on the ASX on 11 July 2011 (being the date of the Initial Announcement);
• 45% to A$10.82, the 1 month VWAP of the Shares on the ASX up to and including 11 July 2011;
• 38% to A$11.32, the 3 month VWAP of the Shares on the ASX up to and including 11 July 2011;
• 30% to A$12.02, the 12 month VWAP of the Shares on the ASX up to and including 11 July 2011; and
• 36% to A$11.50, the per Share price at which Macarthur raised equity in August 2010. 4
Figure 1: Offer premia relative to recent Macarthur trading prices
16
Offer Value = A$15.66/Share
14
12
41% 45% 38%
30% 36%
A$/Share
10
8
6
11.08 10.82 11.32 12.02 11.50
15.66
A$15.50 Offer
price + A$0.16
dividend
4
2
0
Closing
price 11
July 2011 (1)
1 month
VWAP (2)
3 month
VWAP (3)
12 month
VWAP (4)
August
2010
equity
raising
price
Offer Value
Source: IRESS. 5
Notes:
(1) Being the last trading day prior to the release of the Initial Announcement.
(2) VWAP of Shares over 1 month prior to the release of the Initial Announcement (from 13 June 2011 to 11 July 2011).
(3) VWAP of Shares over 3 months prior to the release of the Initial Announcement (from 12 April 2011 to 11 July 2011).
(4) VWAP of Shares over 12 months prior to the release of the Initial Announcement (from 12 July 2010 to 11 July 2011).
1.2 Full and certain cash consideratioN
PEAMCoal believes that the Offer represents full and fair value for Your Shares.
The certainty of receiving the Offer Value of A$15.66 cash per Share should be compared to the external and company specific risks and
uncertainties which Macarthur may be subject to that could affect the trading price of the Shares.
These risks and uncertainties include, but are not limited to:
• coal price risk;
• foreign exchange risk;
• exploration, development and operational risk;
• the uncertainties around the ability of Macarthur’s assets to generate anticipated cashflows and the related impact on dividends;
• regulatory risk, including the introduction of the proposed minerals resource rent tax and the proposed carbon tax;
• the uncertainties relating to the MDL 162 Litigation and the Monto Claims; and
• equity market risk, including the uncertainty as to the prices at which Shares will trade in the absence of the Offer.
4
Noting the comments in footnote 1 of this Bidder’s Statement, the corresponding premia numbers based solely on the Offer consideration of A$15.50 per Share, are 40% to the closing
price of the Shares on the ASX on 11 July 2011, 43% to the 1 month VWAP of the Shares on the ASX up to and including 11 July 2011, 37% to the 3 month VWAP of the Shares on
the ASX up to and including 11 July 2011, 29% to the 12 month VWAP of the Shares on the ASX up to and including 11 July 2011 and 35% to A$11.50, the per Share price at which
Macarthur raised equity in August 2010.
5
This section 1 contains various references to trading data prepared by IRESS Market Technology Limited (ACN 060 313 359) who has not consented to such use of references to that
trading data.
6

In contrast, if you accept the Offer, and the Offer becomes unconditional, you will receive assured value for your investment and you will transfer
to PEAMCoal all the potential risks and uncertainties inherent in Macarthur and its assets.
The risks and uncertainties you will avoid by accepting the Offer include:
(a) Operational and marketing risk: Unexpected operational and marketing issues, such as adverse weather events (including the recent
floods in Queensland) and a reduction in global demand for low volatile pulverised coal injection coal (LV PCI), have historically affected
Macarthur’s operations due to their lack of geographical and product diversification. There is a risk that further such issues could impact
Macarthur’s operations and earnings in the future.
(b) Coal price and foreign exchange volatility: Macarthur’s coal sales are generally priced in US dollars. Macarthur is therefore exposed to
fluctuations in coal prices and foreign exchange rates. Although quarterly LV PCI contracts have recently been agreed at historically high
prices, coal prices remain volatile and there is no assurance they will remain at high levels.
(c) Management performance risk: Macarthur management has not delivered on key targets over recent years, and there is a risk
that continued setbacks will erode Shareholder value. Over the 12 months prior to the Initial Announcement, Macarthur substantially
underperformed the broader Australian resources sector, as demonstrated in Figure 2 below. From 12 July 2010 to 11 July 2011, the
Macarthur share price declined by 17.3% while the S&P/ASX 200 Resources Index rose by 12.8% meaning Macarthur underperformed its
resources peers by more than 30%.
Figure 2: Macarthur share price underperformed the S&P/ASX 200 Resources Index by approximately 30% over the past year (1)
18
16
A$/Share
14
30% Macarthur
underperformance
+12.8%
12
–17.3%
10
Jul-10 Oct-10 Jan-11 Apr-11 Jul-11
S&P/ASX 200 Resources (rebased)
Macarthur
Source: IRESS.
Note:
(1) Over 12 months prior to the making of the Initial Announcement, from 12 July 2010 to 11 July 2011.
PEAMCoal believes that this share price underperformance has been driven by, amongst other things, Macarthur persistently falling short of
earnings and growth targets. For example:
• Macarthur has fallen short of its original production guidance for four of the past five years;
• ongoing delays reaching first large scale production from Middlemount, which Macarthur originally planned for late 2009, 6 but is now
expected in 2012;
• downgrades to core earnings and production forecasts during FY11;
• selection of the fourth mine (Codrilla) announced 5 months behind schedule in May 2011; and
• failure to complete the acquisition of mining lease MDL162 as planned (refer to section 6.5(e) below).
6
Macarthur’s December 2007 Half Year Results Presentation dated 27-29 February 2008 as released to the ASX on 27 February 2008 and which is available at www.asx.com.au.
7

As demonstrated in Figure 3, Macarthur management has continued to project production growth which has failed to materialise since 2006 –
even after disregarding the impact of the severe weather on FY11 production.
Figure 3: Macarthur saleable production since 2006
Attributable production (Mt)
6.0
5.0
4.0
3.0
2.0
1.0
5.0
2006 - 2010 CAGR = 0%
3.6 3.5
4.7
5.0
3.8
0.0
FY2006 FY2007 FY2008 FY2009 FY2010 FY2011
Source: Macarthur ASX filings.
(d) Development risk: While Macarthur has recently announced the selection of Codrilla as the fourth mine and has a portfolio of preproduction
assets across Queensland, there are substantial uncertainties associated with greenfield mine development and there is no
guarantee that Macarthur will be able to develop Codrilla, or any of the other projects, in the near future, if at all. If that development is
delayed, Macarthur may face liabilities under its port and rail take-or-pay obligations.
Furthermore, in August 2010, Macarthur announced its intention to acquire a controlling interest in MDL162, a pre-production project in the
Bowen Basin, by providing a loan of approximately A$360 million which would be converted into equity in the company holding the licence.
Macarthur has announced that it is now facing difficulty in converting this loan into equity. Accordingly, there is a risk that Macarthur will not
be able to convert the loan into equity or receive full repayment of the loan. See section 6.5(e) for further details.
(e) Funding risk: Development of Macarthur’s projects pipeline will require significant investment in exploration, feasibility studies and mine
construction. This expenditure may exceed Macarthur’s cash reserves and operating cashflows, and therefore Macarthur could be required to
seek debt funding or raise equity from existing or new shareholders. Macarthur’s ability to secure this funding is not guaranteed, which could
cause the deferral of development projects and any future funding arrangements could potentially dilute existing Macarthur Shareholders.
(f) Regulatory risk: The introduction of the proposed minerals resource rent tax and the proposed carbon tax could have a negative effect on
Macarthur’s future earnings and impact the value of the Shares. 7
(g) Litigation risk: Macarthur and two of its subsidiaries, Monto Coal Pty Ltd and Monto Coal 2 Pty Ltd, have been served with a statement of
claim in relation to proceedings commenced in the Supreme Court of Queensland in 2007 by three joint venture participants in the Monto Coal
joint venture. The claim is for damages of not less than A$1.19 billion for breach of contract plus interest and expenses. Whilst Macarthur has
stated that it believes the claims to be unfounded, there is a risk that the outcome of the litigation could be unfavourable to Macarthur.
1.3 The Offer is substantially higher than equity analysts’ valuations of Macarthur
The Offer Value of A$15.66 per Share is 30% higher than the median equity analyst net asset value of Macarthur of A$12.05 per Share.
The median equity analyst valuation of A$12.05 per Share was calculated using the valuations of 15 brokers, and the value in those brokers’
reports range between A$10.50 and A$16.01 per Share. These valuations were published in reports that were released between 11 May 2011 and
26 July 2011. To PEAMCoal’s knowledge, these are the most recent analyst valuations published before the date of this Bidder’s Statement.
Figure 4: Premium to median analyst valuation
15.00
30% premium
12.00
A$/Share
9.00
6.00
12.05
15.66
3.00
0.00
Median Equity Analyst Valuation
Offer Value
7
Macarthur has included an estimate of the impact of the proposed carbon tax on page 11 of its June 2011 quarterly report, a copy of which was released to the ASX on 25 July 2011
and which is available at www.asx.com.au. PEAMCoal notes that such forward looking statements are the sole responsibility of Macarthur and PEAMCoal makes no comment on their
accuracy or otherwise.
8

1.4 You will still receive value for any final dividend declared
Macarthur Shareholders will be entitled to retain any final dividend declared by Macarthur in respect of the financial year ended 30 June 2011,
up to an amount equal to A$0.16 per Share, in respect of the Shares of which they are the registered holder as at the record date for the
dividend, without there being any reduction in the consideration payable under the Offer. 8
1.5 Macarthur’s share price may fall if the Offer is not successful
If the Offer does not proceed, and no other offers are made for the Shares, it is expected that Macarthur’s share price will fall below the Offer
Value. Since May 2010, following the Macarthur Board’s rejection of Peabody Energy’s proposal, Macarthur shares traded persistently below
the then proposed A$15.00 per Share cash price. As demonstrated in Figure 5 below, the Shares did not trade above A$15.00 between the
date of withdrawal of Peabody Energy’s proposal and the date of the Initial Announcement.
Figure 5: Macarthur 18 month Share price performance 9
18
16
Previous Peabody Energy
proposal announced
Offer Value = A$15.66/Share
A$/Share
14
12
10
Macarthur Board rejection of
previous Peabody Energy proposal
8
Jan-10 Apr-10 Jul-10 Oct-10 Jan-11 Apr-11 Jul-11
Source: IRESS.
1.6 Implications of remaining as a minority shareholder of Macarthur
As PEAMCoal already has a Relevant Interest in 16.1% of the Shares as a result of the Pre-Bid Acceptance Deed, Shareholders holding only
34% of the Shares are required to accept the Offer for the Offer to be successful and for PEAMCoal to become a majority shareholder in
Macarthur. 10 If PEAMCoal becomes a majority shareholder in Macarthur, but Macarthur remains a listed company, the market for Your Shares
may be less liquid or less active than at present. Therefore, if you do not accept the Offer, it could be more difficult for you to sell Your Shares
at a later time. The smaller free float may also result in the removal of Macarthur from some S&P/ASX indices.
If PEAMCoal becomes a majority shareholder in Macarthur, subject to the spread and number of remaining Macarthur Shareholders and the
requirements in the Listing Rules, it intends to seek to remove Macarthur’s listing on the ASX.
1.7 The only available offer for Your Shares
PEAMCoal is not aware of any competing proposals for Your Shares as at the date of this Bidder’s Statement.
8
Persons who acquire Shares on-market or after the ‘ex-date’ for the dividend will not be entitled to be paid this dividend in respect of those Shares even if they are on the Macarthur
Register in respect of those Shares as at the record date for the dividend. In other words, those persons will only be entitled to receive A$15.50 in cash for each such Share so acquired,
subject to our offer becoming unconditional. It should be noted that, as at the date of this Bidder’s Statement, Macarthur had not confirmed the amount of this dividend (if any). The
actual amount of the dividend could be higher or lower than A$0.16 per Share. If it is higher than A$0.16 per Share the cash amount payable under the Offer of A$15.50 per Share will
be reduced by the amount of the excess. . If it is lower than A$0.16 per Share, the A$15.66 per Share amount mentioned in this Bidder’s Statement will be reduced by the difference
between A$0.16 and the actual amount of the dividend.
9
From 12 January 2010 to 11 July 2011.
10
Subject to all other conditions in section 11.7 being fulfilled or freed.
9

2 Summary of the Offer
What PEAMCoal is
offering to buy?
Who is PEAMCoal?
What you will receive if
you accept the Offer?
What is your entitlement
to Macarthur’s FY11
final dividend?
When will you be paid?
When does the Offer
close?
What are the conditions
to the Offer?
How do you accept the
Offer?
Where do you go for
further information?
Important notice
PEAMCoal is offering to buy all of the Shares on the terms and conditions set out in this Bidder’s Statement.
You may accept this Offer for all or any number of Your Shares.
PEAMCoal is an entity that is indirectly owned 60% by Peabody Energy and 40% by ArcelorMittal.
If you accept the Offer, subject to the conditions to the Offer being fulfilled or freed, you will receive A$15.50 cash
for each of Your Shares accepted.
In addition to the Offer price referred to above, you will also be entitled to retain any final dividend declared by
Macarthur in respect of the financial year ended 30 June 2011, up to an amount equal to A$0.16 per Share,
in respect of Shares of which you are the registered holder as at the record date for the dividend, without there
being any reduction in the consideration payable under the Offer. 11
Generally, PEAMCoal will pay the consideration due to you under the Offer on or before the earlier of:
• one month after this Offer is accepted or one month after all of the conditions have been freed or fulfilled
(whichever is the later); and
• 21 days after the end of the Offer Period.
Full details of when payments will be made are set out in section 11.6 of this Bidder’s Statement.
The Offer closes at 7.00pm (Brisbane time) on 20 September 2011, unless it is extended or withdrawn
under the Corporations Act.
The Offer is subject to a number of conditions, including the following conditions:
• PEAMCoal acquiring a Relevant Interest in excess of 50.01% of all Shares;
• all required regulatory approvals being obtained;
• no material adverse change occurring in relation to Macarthur;
• no ‘prescribed occurrences’ occurring in relation to Macarthur; and
• Macarthur not announcing a dividend, other than the Permitted FY11 Dividend or any Permitted Other
Dividend.
Full terms of the conditions of the Offer are set out in section 11.7 of this Bidder’s Statement.
You may accept the Offer for all or any number of Your Shares.
Issuer sponsored shareholders
If Your Shares are held on Macarthur’s issuer sponsored subregister (such holdings will be evidenced by an
‘I’ appearing next to your holder number on the enclosed Acceptance Form), to accept this Offer, you must
complete and sign the Acceptance Form enclosed with this Bidder’s Statement and return it to the address
indicated on the form so that it is received before the end of the Offer Period.
CHESS sponsored shareholders
If Your Shares are in a CHESS Holding (such holdings will be evidenced by an ‘X’ appearing next to your holder
number on the enclosed Acceptance Form), you may accept the Offer by either:
• completing and signing the enclosed Acceptance Form and returning it to the address indicated on the form
so that it is received before the end of the Offer Period; or
• instructing your Controlling Participant (for example, your broker) to accept the Offer on your behalf before
the end of the Offer Period.
Participants
If you are a Participant, acceptance of this Offer must be initiated in accordance with Rule 14.14 of the ASX
Settlement Operating Rules before the end of the Offer Period.
Full details on how to accept the Offer are set out in section 11.3 of this Bidder’s Statement.
For queries on how to accept the Offer, see the enclosed Acceptance Form. If you have any other queries in
relation to the Offer, please contact the PEAMCoal Offer Information Line on 1800 992 039 (for callers within
Australia) or +61 2 8280 7692 (for callers outside Australia).
Please note that calls to the above numbers may be recorded. Inquiries in relation to the Offer will not be
received on any other telephone numbers of PEAMCoal or its advisers.
The information in this section 2 is a summary only of the Offer and is qualified by the detailed information set
out elsewhere in this Bidder’s Statement.
You should read the entire Bidder’s Statement and the target’s statement that Macarthur will shortly be sending
to you, before deciding whether to accept the Offer.
11
Persons who acquire Shares on-market on or after the ‘ex-date’ for the dividend will not be entitled to be paid this dividend in respect of those Shares even if they are on the Macarthur
Register in respect of those shares as at the record date for the dividend. In other words, those persons will only be entitled to receive A$15.50 in cash for each such Share so acquired,
subject to our offer becoming unconditional. It should be noted that, as at the date of this Bidder’s Statement, Macarthur had not confirmed the amount of this dividend (if any). The
actual amount of the dividend could be higher or lower than A$0.16 per Share. If it is higher than A$0.16 per Share the cash amount payable under the offer of A$15.50 per Share will be
reduced by the amount of the excess. If it is lower than A$0.16 per Share, the A$15.66 per Share amount mentioned in this Bidder’s Statement will be reduced by the difference between
A$0.16 and the actual amount of the dividend.
10

3 Information on PEAMCoal
3.1 Overview of PEAMCoal
Peabody Energy indirectly owns 60% of PEAMCoal and ArcelorMittal
indirectly owns 40% of PEAMCoal. The diagram in section 3.3
illustrates the ownership structure of PEAMCoal.
PEAMCoal’s sole purpose is to acquire Shares pursuant to the Offer.
As at the date of this Bidder’s Statement, PEAMCoal was not carrying
on business and had no assets or liabilities (other than pursuant to
the Offer). PEAMCoal’s funding arrangements in relation to the Offer
are set out in section 10.2(c).
3.2 Directors
As at the date of this Bidder’s Statement, the PEAMCoal
Directors are:
• Richard A. Navarre;
• Eric Ford; and
• Julian D. Thornton.
Each of these individuals was appointed by Peabody Energy.
Following the end of the Offer Period and pursuant to the terms of
the Shareholders’ Deed, ArcelorMittal will be entitled to appoint two
individuals as PEAMCoal Directors. For that purpose, ArcelorMittal
has nominated the following individuals to be PEAMCoal Directors:
• Peter Kukielski; and
• Carole Whittall.
Brief profiles of the existing and proposed PEAMCoal Directors are
set out below.
Richard A. Navarre
Rick Navarre was named
President and Chief Commercial
Officer for Peabody in January
2008. He has executive
responsibility for global sales
and trading, business
development, international
growth initiatives and business
performance. He also is a
frequent speaker on energy,
industry and company trends
and topics.
With more than 25 years
of financial and business
experience, Rick served as
Peabody’s Chief Financial
Officer from 1999 through
2008. He joined the
company in 1993 and has held a series of financial and commercial
positions, including executive responsibility for departments as
diverse as Sales, Marketing, Trading and Transportation, Legal,
Information Technology, Materials Management, Post-Mining
Reclamation, Resource Management, and Investor Relations and
Corporate Communications.
Rick is a member of the Hall of Fame of the College of Business
at Southern Illinois University Carbondale, a member of the
Board of Advisors of the College of Business and Administration
and the School of Accountancy of Southern Illinois University
Carbondale; and a member of the Board of Directors of the Regional
Chamber and Growth Association of St. Louis. He is a Director
of the United Way of Greater St. Louis, Treasurer of the Missouri
Historical Society, a member of Financial Executives International
and the Civic Entrepreneurs Organization, a Fellow of the Foreign
Policy Association and a former chairman of the Bituminous Coal
Operators’ Association.
Eric Ford
Eric Ford is Executive Vice
President and Chief Operating
Officer of Peabody Energy. In
his current role, he is
responsible for all of the
company’s global mining
operations, along with areas of
safety, operations, planning,
and project development.
Eric joined Peabody in
January 2007 as Executive
Vice President and Chief
Operating Officer. Prior to
joining Peabody Energy, he
served six years with Anglo
Coal Australia Pty Ltd. as Chief
Executive Officer.
Eric was Deputy Chairman and
a member of the Executive Committee of the Coal Industry Advisory
Board of the International Energy Agency and Vice Chairman and
Director of the Minerals Council of Australia. He holds a Master of
Management Sciences from Imperial College in London, England as
well as a Bachelor of Science degree in Mining Engineering from the
University of the Witwatersrand in Johannesburg, South Africa.
Julian D. Thornton
Julian Thornton is the Group
Executive & Managing Director
of Peabody’s Australian
operations, being appointed in
May 2008. Julian joined
Peabody in March 2007 as
Chief Operating Officer for the
New South Wales operations
and was then appointed to the
newly created position of Chief
Operating Officer for Australia in
November 2007.
Prior to joining Peabody, Julian
was Chief Operating Officer for
RPG Industries in the Czech
Republic with responsibility
for the operational aspects
of the coal mines and coking
operations of the company which were situated in the Eastern part
of the country. Prior to that Julian worked for Anglo American’s
Coal Division and performed a number of roles including a variety
of operational roles on mines in South Africa and Colombia as well
as joint venture management of operations in South America and
project work.
Julian holds a Bachelor of Science Degree and Doctorate in
mining engineering from the University of Wales and a Higher
Postgraduate Diploma in Computer Science from the University of
the Witwatersrand in South Africa. Julian’s leadership roles currently
include directorships of the New South Wales Minerals Council,
Queensland Resources Council and the Australian Coal Association.
11

Peter Kukielski
Peter Kukielski is a member of
the Group Management Board
of ArcelorMittal and Chief
Executive Mining. As part of this
role, he has responsibility for
ArcelorMittal’s mining business
and for driving its development.
Prior to joining ArcelorMittal,
Peter was Executive
Vice President and
Chief Operating Officer at
Teck Cominco Limited.
Before that, he was
Chief Operating Officer
of Falconbridge Limited.
He also has held senior
engineering and project
management positions with BHP Billiton and Fluor Corporation.
Peter holds a Bachelor of Science degree in civil engineering from
the University of Rhode Island and a Master of Science degree in
civil engineering from Stanford University.
Carole Whittall
Carole Whittall is Vice President
and Head of Mining M&A at
ArcelorMittal where she is
responsible for business
development and transaction
execution in the mining sector.
She was previously with Rio
Tinto where she held various
commercial and business
development roles. Her prior
career was with JP Morgan and
Standard Corporate and
Merchant Bank (South Africa) in
mergers and acquisitions and
corporate finance.
Carole holds a Bachelor of
Science (Honours) degree in
geology and geochemistry from the University of Cape Town and a
Master of Business Administration from London Business School.
3.3 Current Ownership structure and shareholder arrangements
The following diagram shows PEAMCoal’s current ownership structure.
Peabody Energy Corporation
(Peabody Energy)
ArcelorMittal S.A.
(ArcelorMittal)
100% (indirectly) 100% (indirectly)
Peabody Acquisition Co. No. 2 Pty Ltd
(PAC2)
ArcelorMittal Mining Australasia B.V.
(AM BV2)
60% 40%
PEAMCoal Holdings Pty Ltd
(PEAMCoal Holdings)
100%
PEAMCoal Pty Ltd
(PEAMCoal)
Takeover Bid
Macarthur Coal Ltd
(Macarthur)
12

4 Information on Peabody Energy
4.1 Overview of Peabody Energy
Peabody Energy is the world’s largest private sector coal company,
with majority interests in 28 coal mining operations in the U.S. and
Australia. In 2010, it produced 218.4 million Tons of coal and sold
245.9 million Tons of coal.
Peabody Energy, a public company existing under the laws of the
United States and listed on the New York Stock Exchange, indirectly
owns 60% of PEAMCoal Holdings.
4.2 History, structure and ownership of
Peabody Energy
(a) History
Peabody Energy was incorporated in Delaware, U.S., in 2001 and
its history in the coal mining business dates back to 1883. Over
the past decade, Peabody Energy has continually adjusted its
business to focus on the highest-growth regions in the U.S. and
Asia-Pacific region. As part of this transformation, it has made
strategic acquisitions and divestitures in Australia and the U.S.
After re-entering the Australian market in 2002, Peabody Energy
expanded its presence there with acquisitions in 2004 and 2006.
In 2007, Peabody Energy spun off portions of its former Eastern
U.S. Mining segment through a dividend of all outstanding shares
of Patriot Coal Corporation. It has also continued to expand its
Trading and Brokerage operations and now has a global trading
platform with offices in the U.S., Europe, Australia and Asia.
(b) Structure
Peabody Energy conducts it operations through a number
of Subsidiaries, including Peabody Energy Australia Pty Ltd
(Peabody Energy Australia) and joint ventures. Peabody Energy
Australia is currently the holding company for Peabody Energy’s
Australian operations.
(c) Ownership
As at 2 August 2011, Peabody Energy understands that the
following entities beneficially own more than 5% of Peabody
Energy’s issued share capital:
Beneficial owner
Percentage of issued
share capital*
Blackrock, Inc. 11.1%
T. Rowe Price Associates 9.1%
* Based on information filed with the SEC.
4.3 Principal activities of Peabody Energy
Peabody Energy is actively pursuing growth plans in Australia with
a view to being a long-term participant in the Australian coal industry.
In addition to its mining operations, Peabody Energy markets, brokers
and trades coal through its Trading and Brokerage segment.
Peabody Energy’s other energy related commercial activities
include participating in the development of mine-mouth coal-fueled
generating plants and the development of Btu Conversion and clean
coal technologies. Peabody Energy’s Btu Conversion projects are
designed to expand the uses of coal through various technologies
such as coal-to-liquids and coal gasification.
Peabody Energy conducts business through four principal
segments: Western U.S. Mining, Midwestern U.S. Mining, Australian
Mining and Trading and Brokerage. The principal business of the
Western and Midwestern U.S. Mining segments is the mining,
preparation and sale of thermal coal, sold primarily to electric utilities.
The Western U.S. Mining operations consist of Peabody Energy’s
Powder River Basin, Southwest and Colorado operations. The
Midwestern U.S. Mining operations consist of its Illinois and Indiana
operations. The business of the Australian Mining Segment is the
mining of various qualities of low-sulfur, high calorific value coal
as well as thermal coal primarily sold to an international customer
base with a portion sold to Australian steel producers and power
generators. Metallurgical coal is produced primarily from five of
Peabody Energy’s Australian mines.
The Trading and Brokerage segment’s principal business is the
brokering of coal sales of other producers, both as principal and
agent, and the trading of coal, freight and freight-related contracts.
It also provides transportation-related services in support of Peabody
Energy’s coal trading strategy, as well as hedging activities in support
of its mining operations.
A fifth segment, Corporate and Other, includes mining and
export/transportation joint ventures, energy-related commercial
activities, as well as the management of its coal reserve and real
estate holdings.
Peabody Energy continues to pursue Btu Conversion projects that
expand the uses of coal through coal-to-liquids and coal-to-gas
projects. Peabody Energy’s participation in generation development
projects involves using its surface lands and coal reserves as the
basis for mine-mouth plants. Peabody Energy is also advancing
several initiatives associated with clean coal technologies, including
carbon capture and storage.
The maps below display Peabody Energy and Peabody Energy
Australia’s mine locations as of 31 December 2010. Also noted
are the primary ports utilized in the U.S. and in Australia for its coal
exports and its corporate headquarters.
13

Map 1: U.S. mining Operations
Map 2: Australian mining operations
14

The table below presents information regarding each of Peabody Energy’s 28 mines, including mine location, type of mine, mining method, coal
type, transportation method and Tons sold in 2010. The mines are sorted by Tons sold within each mining segment.
Mine Location Mine Type Mining Method Coal Type
Transport
Method
2010 Tons Sold
(in millions)
Western U.S. Mining
North Antelope Rochelle Wright, WY S DL, T/S Thermal R 105.8
Caballo Gillette, WY S D,T/S Thermal R 23.5
Rawhide Gillette, WY S D, T/S Thermal R 11.3
Twenty mile Oak Creek, CO U LW Thermal R, T 7.1
Kayenta Kayenta, AZ S DL, T/S Thermal R 7.8
El Segundo Grants, NM S T/S Thermal R 6.6
Lee Ranch Grants, NM S DL, T/S Thermal R 1.7
Midwestern U.S. Mining
Somerville Central Oakland City, IN S DL, D, T/S Thermal R, T/R, T/B 3.3
Viking - Corning Pit Cannelburg, IN S D, T/S Thermal T, T/R 3.2
Gateway Coulterville, IL U CM Thermal T, R, R/B 3.0
Willow Lake Equality, IL U CM Thermal T/B 2.9
Bear Run Sullivan County, IN S DL, D, T/S Thermal T, R 2.8
Francisco Underground Francisco, IN U CM Thermal R 2.7
Cottage Grove Equality, IL S D, T/S Thermal T/B 2.1
Somerville North (1) Oakland City, IN S D, T/S Thermal R, T/R, T/B 2.0
Somerville South (1) Oakland City, IN S D, T/S Thermal R, T/R, T/B 1.7
Air Quality Vincennes, IN U CM Thermal T, T/R, T/B 1.1
Wildcat Hills Underground Eldorado, IL U CM Thermal T/B 0.7
Wild Boar Lynville, IN S D, T/S Thermal T, R, R/B 0.1
Other (2) – – – – – 4.1
Australian Mining
Wilpinjong* Wilpinjong, New South Wales S T/S Thermal R, EV 9.2
North Wambo Underground (1) Warkworth, New South Wales U LW Thermal/Met** R, EV 3.6
Wambo Open-Cut (1) * Warkworth, New South Wales S T/S Thermal R, EV 3.0
Burton* (3) Glenden, Queensland S T/S Thermal/Met** R, EV 2.6
North Goonyella Glenden, Queensland U LW Met** R, EV 2.5
Wilkie Creek Macalister, Queensland S T/S Thermal R, EV 1.7
Metropolitan Helensburgh, New South Wales U LW Met** R, EV 1.7
Millennium* Moranbah, Queensland S T/S Met** R, EV 1.6
Eagle field* Glenden, Queensland S T/S Met** R, EV 1.1
Legend:
S Surface Mine R Rail
U Underground Mine T Truck
DL Dragline R/B Rail and Barge
D Dozer/Casting T/B Truck and Barge
T/S Truck and Shovel T/R Truck and Rail
LW Longwall EV Export Vessel
CM Continuous Miner
Thermal Thermal/Steam
* Mine is operated by a contract miner Met Metallurgical
** Metallurgical coals range from pulverized coal injection (PCI) to high quality hard coking coal on the heat value scale.
Notes:
(1) Represents mines that have non-controlling ownership interests.
(2) “Other” in Midwestern U.S. Mining primarily consists of purchased coal used to satisfy certain coal supply agreements and shipments made from operations closed during 2010.
(3) The Burton Mine is a 95% proportionally owned and consolidated mine.
15

4.4 Directors of Peabody Energy
Brief profiles of the directors of Peabody Energy at the date of this
Bidder’s Statement are set out below.
Gregory H. Boyce, Chairman and Chief Executive Officer
Gregory H. Boyce was elected Chairman of the board of directors
of Peabody Energy on 10 October 2007 and has been a director
of the company since March 2005. He was named Chief Executive
Officer Elect in March 2005, and assumed the position of Chief
Executive Officer in January 2006. Mr. Boyce served as President
from October 2003 to December 2007 and as Chief Operating
Officer from October 2003 to December 2005. He previously served
as Chief Executive — Energy of Rio Tinto plc from 2000 to 2003.
Other prior positions include President and Chief Executive Officer
of Kennecott Energy Company from 1994 to 1999 and President of
Kennecott Minerals Company from 1993 to 1994. He has extensive
engineering and operating experience with Kennecott and also
served as Executive Assistant to the Vice Chairman of Standard
Oil of Ohio from 1983 to 1984. Mr. Boyce serves on the board of
directors of Marathon Oil Corporation. He is Chairman of the National
Mining Association and a member of the World Coal Association, the
National Coal Council and the Coal Industry Advisory Board of the
International Energy Agency. He is a Board member of the Business
Roundtable and the American Coalition for Clean Coal Electricity.
He is a member of the Business Council; Civic Progress in St. Louis;
the Board of Trustees of St. Louis Children’s Hospital; the Board
of Trustees of Washington University in St. Louis; and the Advisory
Council of the University of Arizona’s Department of Mining and
Geological Engineering.
William A. Coley, Independent Director
Mr. Coley has been a director of Peabody Energy since March
2004. From March 2005 to July 2009, Mr. Coley served as
Chief Executive Officer and Director of British Energy Group plc,
the U.K.’s largest electricity producer. He was previously a nonexecutive
director of British Energy. Mr. Coley served as President
of Duke Power, the U.S.-based global energy company, from 1997
until his retirement in February 2003. During his 37-year career at
Duke Power, Mr. Coley held various officer level positions in the
engineering, operations and senior management areas, including Vice
President, Operations (1984-1986), Vice President, Central Division
(1986-1988), Senior Vice President, Power Delivery (1988-1990),
Senior Vice President, Customer Operations (1990-1991), Executive
Vice President, Customer Group (1991-1994) and President,
Associated Enterprises Group (1994-1997). Mr. Coley was elected
to the board of Duke Power in 1990 and was named President
following Duke Power’s acquisition of PanEnergy in 1997. Mr. Coley
earned his B.S. in electrical engineering from Georgia Institute of
Technology and is a registered professional engineer. He is also a
director of E.R. Jahna Enterprises. Mr. Coley previously served as a
director of British Energy Group plc, CT Communications, Inc. and
SouthTrust Bank.
William E. James, Independent Director
Mr. James has been a director of Peabody Energy since July 2001.
Since July 2000, Mr. James has been co-founder and Managing
General Partner of RockPort Capital Partners LLC, a venture capital
fund specializing in energy and power, advanced materials, process
and prevention technologies, transportation and green building
technologies. Prior to joining RockPort, Mr. James co-founded
and served as Chairman and Chief Executive Officer of Citizens
Power LLC, the nation’s first and a leading power marketer. He also
co-founded the non-profit Citizens Energy Corporation and served as
the Chairman and Chief Executive Officer of Citizens Corporation, its
for-profit holding company, from 1987 to 1996. Mr. James is also a
director of Ener1, Inc.
Robert B. Karn III, Independent Director
Mr. Karn has been a director of Peabody Energy since January
2003. Mr. Karn is a financial consultant and former managing
partner in financial and economic consulting with Arthur Andersen
LLP in St. Louis. Before retiring from Arthur Andersen in 1998,
Mr. Karn served in a variety of accounting, audit and financial roles
over a 33-year career, including Managing Partner in charge of
the global coal mining practice from 1981 through 1998. He is a
Certified Public Accountant and has served as a Panel Arbitrator
with the American Arbitration Association. Mr. Karn is also a director
of Natural Resource Partners L.P., a master limited partnership
that is listed on the NYSE, Kennedy Capital Management, Inc.
and numerous NYSE-listed closed-end mutual and exchange
traded funds under the Guggenheim Financial Family of Funds. He
previously served as a director of the Fiduciary/Claymore Dynamic
Equity Fund.
M. Frances Keeth, Independent Director
Mrs. Keeth has been a director of Peabody Energy since March 2009.
She was Executive Vice President of Royal Dutch Shell, plc, and Chief
Executive Officer and President of Shell Chemicals Limited, a services
company responsible for Royal Dutch Shell’s global petrochemical
businesses, from January 2005 to December 2006. She served
as Executive Vice President of Customer Fulfilment and Product
Business Units for Shell Chemicals Limited from July 2001 to January
2005 and was President and Chief Executive Officer of Shell Chemical
LP, a U.S. petrochemical member of the Royal Dutch/Shell Group,
from July 2001 to July 2006. Mrs. Keeth also serves as a director
of Verizon Communications Inc. and Arrow Electronics Inc. She has
been a member of the Advisory Board of the Bauer Business School,
University of Houston, since 2002.
Henry E. Lentz, Independent Director
Mr. Lentz has been a director of Peabody Energy since
February 1998. Mr. Lentz was a Managing Director of Lazard
Frères & Co, an investment banking firm from June 2009 to
May 2011. He was Managing Director of Barclays Capital, an
investment banking firm and successor to Lehman Brothers Inc.,
an investment banking firm, from September 2008 to June 2009.
From January 2004 to September 2008 he was employed as
an Advisory Director by Lehman Brothers. He joined Lehman
Brothers Inc. in 1971 and became a Managing Director in 1976.
He left the firm in 1988 to become Vice Chairman of Wasserstein
Perella Group, Inc., an investment banking firm. In 1993, he
returned to Lehman Brothers Inc. as a Managing Director and
served as head of the firm’s worldwide energy practice. In 1996,
he joined Lehman Brothers Inc.’s Merchant Banking Group as
a Principal and in January 2003 became a consultant to the
Merchant Banking Group. Mr. Lentz is also the non-executive
Chairman of Rowan Companies, Inc. and a director of CARBO
Ceramics, Inc.
Robert A. Malone, Independent Director
Mr. Malone has been a director of Peabody Energy since July 2009.
Mr. Malone was elected as President and Chief Executive Officer of
the First National Bank of Sonora, Texas in October 2009. He is a
retired Executive Vice President of BP plc and a retired Chairman of
the Board and President of BP America Inc., at the time the largest
producer of oil and natural gas and the second largest gasoline
retailer in the United States. He served in that position from 2006
to 2009. Mr. Malone previously served as Chief Executive Officer
of BP Shipping Limited from 2002 to 2006, as Regional President
Western United States, BP America Inc. from 2000 to 2002 and as
President, Chief Executive Officer and Chief Operating Officer, Alyeska
Pipeline Service Company from 1996 to 2000. He is also a director of
Halliburton Company and the First National Bank of Sonora.
16

William C. Rusnack, Independent Director
Mr. Rusnack has been a director of Peabody Energy since
January 2002. Mr. Rusnack is the former President and Chief
Executive Officer of Premcor Inc., one of the largest independent oil
refiners in the United States prior to its acquisition by Valero Energy
Corporation in 2005. He served as President, Chief Executive Officer
and Director of Premcor from 1998 to February 2002. Prior to joining
Premcor, Mr. Rusnack was President of ARCO Products Company,
the refining and marketing division of Atlantic Richfield Company.
During a 31-year career at ARCO, he was also President of ARCO
Transportation Company and Vice President of Corporate Planning.
He is also a director of Sempra Energy, Flowserve Corporation and
Solutia Inc.
John F. Turner, Independent Director
Mr. Turner has been a director of Peabody Energy since July 2005.
Mr. Turner served as Assistant Secretary of State for the Bureau of
Oceans and International Environmental and Scientific Affairs from
November 2001 to July 2005. Mr. Turner was previously President
and Chief Executive Officer of The Conservation Fund, a national
non-profit organization dedicated to public-private partnerships to
protect land and water resources. He was director of the U.S. Fish
and Wildlife Service from 1989 to 1993. Mr. Turner also served in
the Wyoming state legislature for 19 years and is a past president
of the Wyoming State Senate. He serves as a consultant to The
Conservation Fund. Mr. Turner also serves as Chairman of the
University of Wyoming, Ruckelshaus Institute of Environment and
Natural Resources. He is also a director of International Paper
Company, American Electric Power Company, Inc. and Ashland, Inc.
Sandra A. Van Trease, Independent Director
Ms. Van Trease has been a director of Peabody Energy since
January 2003. Ms. Van Trease is Group President, BJC HealthCare,
a position she has held since September 2004. BJC HealthCare
is one of the nation’s largest non-profit healthcare organizations,
delivering services to residents in the greater St. Louis, southern
Illinois and mid-Missouri regions. Prior to joining BJC HealthCare,
Ms. Van Trease served as President and Chief Executive Officer
of UNICARE, an operating affiliate of WellPoint Health Networks
Inc., from 2002 to September 2004. Ms. Van Trease also served
as President, Chief Financial Officer and Chief Operating Officer
of RightCHOICE Managed Care, Inc. from 2000 to 2002 and as
Executive Vice President, Chief Financial Officer and Chief Operating
Officer from 1997 to 2000. Prior to joining RightCHOICE in 1994,
she was a Senior Audit Manager with Price Waterhouse LLP.
She is a Certified Public Accountant and Certified Management
Accountant. Ms. Van Trease is also a director of Enterprise Financial
Services Corporation.
Alan H. Washkowitz, Independent Director
Mr. Washkowitz has been a director of Peabody Energy since
May 1998. Until July 2005, Mr. Washkowitz was a Managing
Director of Lehman Brothers Inc. and part of the firm’s Merchant
Banking Group, responsible for oversight of Lehman Brothers Inc.’s
Merchant Banking Partners. He joined Kuhn Loeb & Co. in 1968
and became a general partner of Lehman Brothers Inc. in 1978
when it acquired Kuhn Loeb & Co. Prior to joining the Merchant
Banking Group, he headed Lehman Brothers Inc.’s Financial
Restructuring Group. Mr. Washkowitz is also a director of L-3
Communications Corporation.
4.5 Historical financial information on
Peabody Energy
(a) Basis of presentation
The historical financial information presented below is a summary
only and the full financial accounts for Peabody Energy for the
financial periods described below, which include the notes to
the accounts, can be found in Peabody Energy’s annual report
on Form 10-K for the year ended 31 December 2010 as filed
with the SEC and the current report on Form 8-K that set forth
financial results of Peabody Energy for the three and six months
ended 30 June 2011 as furnished to the SEC.
(b) Condensed consolidated balance sheets
The condensed consolidated balance sheets of Peabody Energy
as at 31 December 2010 and 31 December 2009 presented
below have been extracted from the consolidated financial
statements in Peabody Energy’s annual report on Form 10-K for
the year ended 31 December 2010. The condensed consolidated
balance sheet as at 30 June 2011 has been extracted from the
consolidated financial statements in Peabody Energy’s current
report on Form 8-K that set forth financial results of Peabody
Energy for the three and six months ended 30 June 2011. These
statements were prepared in accordance with U.S. generally
accepted accounting principles (not AIFRS). The dollar amounts
are presented in U.S. dollars. Peabody Energy will be filing its
financial results with the SEC for the three and six months ended
30 June 2011 on Form 10-Q on or before 10 August 2011.
17

At 30 June 2011
(US$ millions)
(Unaudited)
At 31 Dec 2010
(US$ millions)
(Audited)
At 31 Dec 2009
(US$ millions)
(Audited)
ASSETS
Current assets
Cash and cash equivalents 1,176.9 1,295.2 988.8
Short-term investments 75.0 – –
Accounts receivables, net 644.8 558.2 303.0
Inventories 374.0 332.9 325.1
Assets from coal trading activities, net 109.2 192.5 276.8
Deferred income taxes 103.5 120.4 40.0
Other current assets 627.0 459.0 255.3
Total current assets 3,110.4 2,958.2 2,189.0
Property, plant, equipment and mine development, net 7,584.0 7,426.1 7,261.5
Investments and other assets 1,051.2 978.8 504.8
Total assets 11,745.6 11,363.1 9,955.3
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt 43.8 43.2 14.1
Liabilities from coal trading activities, net 106.1 181.7 110.6
Accounts payable and accrued expenses 1,335.6 1,288.8 1,187.7
Total current liabilities 1,485.5 1,513.7 1,312.4
Long-term debt, less current maturities 2,468.2 2,706.8 2,738.2
Deferred income taxes 597.8 539.8 299.1
Other noncurrent liabilities 1,948.8 1,913.5 1,849.7
Total liabilities 6,500.3 6,673.8 6,199.4
Total stockholders’ equity 5,245.3 4,689.3 3,755.9
Total liabilities and stockholders’ equity 11,745.6 11,363.1 9,955.3
(c) Condensed consolidated statements of operations
The condensed consolidated statements of operations of
Peabody Energy for the periods ended 31 December 2010
and 31 December 2009 presented below have been extracted
from the consolidated financial statements in Peabody Energy’s
annual report on Form 10-K for the year ended 31 December
2010. The condensed consolidated statement of operations of
Peabody Energy for the period ended 30 June 2011 have been
extracted from the consolidated financial statements in Peabody
Energy’s current report on Form 8-K that set forth financial
results of Peabody Energy for the three and six months ended
30 June 2011. These statements were prepared in accordance
with U.S. generally accepted accounting principles (not AIFRS).
The dollar amounts are presented in U.S. dollars.
18

Six months
ended 30
June 2011
(US$ millions,
except per
share data)
(Unaudited)
Year ended
31 Dec 2010
(US$ millions,
except per
share data)
(Audited)
Year ended
31 Dec 2009
(US$ millions,
except per
share data)
(Audited)
Revenues 3,752.9 6,860.0 6,012.4
Costs and expenses
Operating costs and expenses 2,660.9 4,841.0 4,472.6
Depreciation, depletion and amortization 214.1 440.9 405.2
Asset retirement obligation expense 28.9 48.5 40.1
Selling and administrative expenses 120.2 232.2 203.8
Other operating (income) loss:
Net gain on disposal or exchange of assets (29.7) (30.0) (23.2)
Loss from equity affiliates 5.8 1.7 69.1
Operating profit 752.7 1,325.7 844.8
Interest expense 100.1 222.1 201.2
Interest income (7.6) (9.6) (8.1)
Income from continuing operations before income taxes 660.2 1,113.2 651.7
Income tax provision 187.6 308.1 193.8
Income from continuing operations, net of income taxes 472.6 805.1 457.9
(Loss) income from discontinued operations, net of income taxes (1.7) (2.9) 5.1
Net income 470.9 802.2 463.0
Less: Net income attributable to noncontrolling interests 9.6 28.2 14.8
Net income attributable to common stockholders 461.3 774.0 448.2
Income from Continuing Operations
Diluted earnings per share 1.70 2.86 1.64
Net Income Attributable to Common Stockholders
Diluted earnings per share 1.69 2.85 1.66
(d) Commentary on historical results
The consolidated financial statements presented in sections 4.5(b)
and 4.5(c) include the accounts of Peabody Energy and its
affiliates. All intercompany transactions, profits and balances have
been eliminated in consolidation.
4.6 Publicly available information about
Peabody Energy
A substantial amount of information about Peabody Energy
and Peabody Energy Australia is available in electronic form from
www.peabodyenergy.com.
Peabody Energy also files annual, quarterly and event-driven current
reports, and amendments to those reports, proxy statements and
other information with the SEC. SEC filings may be accessed without
charge in electronic form from www.peabodyenergy.com or the SEC’s
website at www.sec.gov.
Information on the websites referenced in this Bidder’s Statement do
not constitute part of this Bidder’s Statement.
19

5 Information on ArcelorMittal
5.1 Overview of ArcelorMittal
ArcelorMittal indirectly owns 40% of PEAMCoal.
ArcelorMittal is a publicly owned limited liability company (société
anonyme) existing under the laws of Luxembourg and is listed on
the stock exchanges of New York, Amsterdam, Paris, Brussels,
Luxembourg and on the Spanish stock exchanges of Barcelona,
Bilbao, Madrid and Valencia. ArcelorMittal is the world’s leading
integrated steel and mining company, with a presence in over
60 countries.
5.2 History, structure and ownership of
ArcelorMittal
(a) History
ArcelorMittal is a successor to Mittal Steel Company, a business
founded in 1976 by Lakshmi N. Mittal, the Chairman of the
ArcelorMittal Board and Chief Executive Officer of ArcelorMittal.
Since then, ArcelorMittal has experienced rapid and steady
growth largely through the consistent execution of a successful
consolidation-based strategy. After the merger in 2006 until
the first half of 2008, ArcelorMittal continued to pursue a
growth strategy. During the latter part of 2008 and all of 2009,
ArcelorMittal largely suspended mergers and acquisitions activity
in light of the deteriorating economic and market environment,
and sharply curtailed its capital expenditure and investment
activities. Merger and acquisition activity and capital expenditure
remained modest in 2010, with the exception of the acquisition
(along with a partner) of Baffinland Iron Mines Corporation, which
was completed in January 2011.
ArcelorMittal has been built on a management strategy that
emphasises size and scale, vertical integration, product diversity
and quality, continuous growth in higher value products, and a
strong focus on employee well-being and customer service. This
three-dimensional strategy is its key to sustainability and growth.
ArcelorMittal has unique geographical and product diversification
coupled with upstream and downstream integration designed to
minimize risk caused by economic cycles.
Further details can be found at www.arcelormittal.com.
(b) Ownership
As at 30 June 2011, the following entities are known by
ArcelorMittal to beneficially own more than 5% of its issued
share capital:
Beneficial owner
Percentage of issued
share capital
According to ArcelorMittal’s articles of association, a shareholder
owning 2.5% or more of the share capital must notify ArcelorMittal.
The only registered shareholder owning 2.5% or more but less than
5% of the share capital at 30 June 2011 is the Luxembourg State
with 2.5% of the issued share capital (equivalent to 2.52% of the
voting rights).
5.3 Principal activities of ArcelorMittal and
ArcelorMittal Mining
ArcelorMittal is the world’s leading integrated steel and mining
company with a presence in over 60 countries. It is the leader in
all major global steel markets, including automotive, construction,
household appliances and packaging, with leading research and
development technology, as well as sizeable captive supplies of raw
materials and outstanding distribution networks.
ArcelorMittal conducts business through six principal segments: Flat
Carbon Americas, Flat Carbon Europe, Long Carbon Americas and
Europe, AACIS, Mining (as discussed below) and Distribution Solutions.
Further details on each can be found at www.arcelormittal.com.
ArcelorMittal is the largest steel producer in the Americas, Africa and
Europe, and is the second largest producer in the CIS region, with
a growing presence in Asia, particularly China. It has steel-making
operations in 20 countries on four continents, including 65 integrated,
mini-mill and integrated mini-mill steel-making facilities. As of 31
December 2010, ArcelorMittal had approximately 274,000 employees
(including discontinued operations).
ArcelorMittal Mining has a significant and growing portfolio of
international mining assets and prospective mineral tenements, as
well as certain strategic long-term contracts with external suppliers.
In 2010 ArcelorMittal Mining produced 48.9 million tonnes of iron ore
and 7 million tonnes of metallurgical coal from its own operations.
Products from ArcelorMittal Mining operations are typically sold
under long term framework agreements to many global steel mills
and also to steel mills within the ArcelorMittal Group. ArcelorMittal
Mining currently has iron ore mining activities in Algeria, Brazil, Bosnia,
Canada, Kazakhstan, Mexico, Ukraine and the United States and has
projects under development or prospective development in Liberia,
Canada, Mauritania and India. It also currently has or participates
in coal mining activities in Kazakhstan, Russia, South Africa and
the United States. ArcelorMittal has projects under prospective
development in India and has a strategic investment in Macarthur.
ArcelorMittal Mining is one of the 4 largest producers of iron ore
worldwide.
HSBC Trust (C.I.) as trustee (with Lakshmi
N. Mittal, Usha Mittal and their children as
beneficiaries, holding ArcelorMittal shares
through Ispat International Investment, SL
and Lumen Investments Sàrl)
40.83% (equivalent to 41.15%
of the voting rights)
20

The map below displays ArcelorMittal’s mining business portfolio as of 31 December 2010.
Note:
The above map has been adapted from ArcelorMittal’s 2010 annual report (the only amendment being ArcelorMittal currently has a Relevant Interest in 16.1% of the Macarthur Shares not
16.6% as shown in the annual report).
5.4 Directors of ArcelorMittal
Brief profiles of the directors of ArcelorMittal at the date of this
Bidder’s Statement are set out below.
Lakshmi N. Mittal, Chairman and Chief Executive Officer
Mr. Mittal is the Chairman and Chief Executive Officer of ArcelorMittal.
He founded Mittal Steel Company in 1976 and guided its strategic
development, culminating in the merger with Arcelor, agreed in
2006. Since the merger, Mr. Mittal has led a successful integration,
establishing ArcelorMittal as one of the world’s foremost industrial
companies. He is widely recognised for the leading role he has played
in restructuring the steel industry towards a more consolidated and
globalised model.
Mr. Mittal is an active philanthropist and a member of various boards
and trusts, including the boards of Goldman Sachs and European
Aeronautic Defence & Space Company N.V. He is also a member
of the Indian Prime Minister’s Global Advisory Council, Kazakhstan’s
Foreign Investment Council, World Economic Forum’s International
Business Council, World Steel Association’s Executive Committee
and the Presidential International Advisory Board of Mozambique. He
also sits on the Advisory Board of the Kellogg School of Management
in the United States and is a member of the Board of Trustees of the
Cleveland Clinic.
Mr. Mittal has received numerous awards and honours such as
Fortune’s 2004 ‘European Businessman of the Year’, Financial
Times’ 2006 ‘Person of the Year’, the 2007 Dwight D. Eisenhower
Global Leadership Award and Forbes 2008 ‘Lifetime Achievement
Award’. In October 2010, he was awarded the World Steel
Association’s medal for services to the World Steel Association
and for contributing to the sustainable development of the global
steel industry.
Mr. Mittal graduated from St Xavier’s College in Kolkata where he
received a Bachelor of Commerce degree.
Lewis B. Kaden, Lead Independent Director
Mr. Kaden is the Lead Independent Director of ArcelorMittal. He
has approximately 38 years of experience in corporate governance,
financial services, dispute resolution and economic policy, making him
a valuable member of the ArcelorMittal Board.
Mr. Kaden is currently Vice Chairman of Citigroup. Prior to that,
he was a partner of the law firm Davis Polk & Wardell, and served
as Counsel to the Governor of New Jersey, as a Professor of Law
at Columbia University and as a director of Columbia University’s
Centre for Law and Economic Studies. He has served as a director of
Bethlehem Steel Corporation for ten years and is currently Chairman
of the Board of Directors of the Markle Foundation.
21

Mr. Kaden is a member of the Council of Foreign Relations and has
been a moderator of the Business-Labor Dialogue. He is a magna
cum laude graduate of Harvard College and of Harvard Law School.
Mr. Kaden was the John Harvard Scholar at Emmanuel College,
Cambridge University.
Vanisha Mittal Bhatia, Director
Ms. Bhatia is a director of ArcelorMittal. She was appointed as a
director of the LNM Holdings Board of Directors in June 2004 and
the Mittal Steel Board of Directors in December 2004. She has a
Bachelor of Arts degree in Business Administration from the European
Business School and has completed corporate internships at Mittal
Shipping Ltd., Mittal Steel Hamburg GmbH and an internet-based
venture capital fund. She is the daughter of Mr. Mittal.
Narayanan Vaghul, Independent Director
Mr. Vaghul is an independent director of ArcelorMittal. He has over
50 years of experience in the financial sector and has been the
Chairman of ICICI Bank Limited since 2002. Previously, he served as
the Chairman of the Industrial Credit and Investment Corporation of
India, a long-term credit development bank, for 17 years and, prior to
that, served as Chairman of the Bank of India and Executive Director
of the Central Bank of India.
Mr. Vaghul was chosen as Businessman of the Year in 1992 by
Business India and has served as a consultant to the World Bank, the
International Finance Corporation and the Asian Development Bank.
He has been given the Lifetime Achievement Award by a leading
business newspaper, The Economic Times, as well as by Ernst &
Young. He was conferred the third highest civilian honour, the Padma
Bhushan, by the Government of India for his services to the banking
industry and to society.
He was a visiting Professor at the Stern Business School at
New York University and is Chairman of the Indian Institute
of Finance Management & Research. Mr. Vaghul is also a
Board member of various other companies, including Wipro,
Mahindra & Mahindra, Nicholas Piramal India, Apollo Hospitals and
Himatsingka Seide.
Wilbur L. Ross, Jr., Independent Director
Mr. Ross is an independent director of ArcelorMittal. He has also
served as the Chairman of the ISG Board of Directors since its
inception. He is the Chairman and Chief Executive Officer of WL Ross
& Co. LLC, a merchant banking firm, a position that he has held since
April 2000. Mr. Ross is also the Chairman and Chief Executive Officer
of WLR Recover Fund L.P., WLR Recovery Fund II L.P., Asia Recovery
Fund, Asia Recovery Fund Co-Investment, Nippon Investment
Partners and Absolute Recovery Hedge Fund.
Mr. Ross is Chairman of Invesco Private Capital, Ohizumi
Manufacturing Company, International Textile Group, International
Coal Group and American Home Mortgage Servicing Inc. Mr. Ross is
a Board member of the Turnaround Management Association, Nikko
Electric in Japan, Clarent Hospital Corp. and International Automotive
Components. He also serves as a director to Compagníe Européenne
de Wagons SARL, Luxembourg, Wagon PLC, UK, the Japan
Society, the Whitney Museum of American Art and the Yale School
of Management.
Previously, Mr. Ross served as the Executive Managing Director
at Rothschild, the investment banking firm, from October 1974
to March 2000 and as Chairman of the Smithsonian Institution
National Board.
Jeannot Krecké, Director
Mr. Krecké is a director of ArcelorMittal. He started his university
studies at the Université libre de Bruxelles in 1969, from where he
obtained a degree in physical and sports education.
Mr. Krecké decided in 1983 to change professional direction. His
interests led him to retrain in economics, accounting and taxation.
He followed various courses, in particular in the United States.
Following the legislative elections of Luxembourg in June 2004,
Mr Krecké was appointed Minister of the Economy and Foreign
Trade as well as Minister of Sport.
On the return of the coalition government formed by the Christian
Social Party and the Luxembourg Socialist Workers’ Party as a result
of the legislative elections of June 2009, Mr Krecké retained the
portfolio of the Minister of the Economy and Foreign Trade.
As of July 2004, Mr Krecké represents the Luxembourg government
at the Council of Ministers of the European Union in the Internal
Market and Industry sections of its Competitiveness configuration
as well as in the Economic and Financial Affairs Council and in the
Energy section of its Transport, Telecommunications and Energy
configuration. He was also a member of the Eurogroup from
July 2004 to June 2009.
Antoíne Spillman, Independent Director
Mr. Spillman is an independent director of ArcelorMittal. He worked
for leading investment banks in London from 1986 to 2000. He is
now an asset manager and executive partner at the firm Bruellan
Wealth Management, an independent management company based
in Geneva. Mr. Spillman studied in Switzerland and London, and
has completed the ‘Corporate Governance: Fresh Insights and
Best Practices for Directors Program’ at The Wharton School of the
University of Pennsylvania.
H.R.H. Prince Guillaume de Luxembourg, Independent Director
Prince Guillaume is an independent director of ArcelorMittal.
He worked for six months at the International Monetary Fund in
Washington D.C. and spent two years working for the Commission
of European Communities in Brussels. Prince Guillaume headed a
governmental development agency, Lux-Development, for 12 years.
He studied at the University of Oxford in the United Kingdom and
Georgetown University in Washington D.C. from which he graduated
in 1987.
Suzanne Nimocks, Independent Director
Mrs. Nimocks is an independent director of ArcelorMittal. She was
previously a director (senior partner) with McKinsey & Company, a
global management consulting firm, from June 1999 to March 2010
and was with the firm in various other capacities since 1989, including
as a leader in the firm’s Global Petroleum Practice, Electric Power &
Natural Gas Practice, Organization Practice and Risk Management
Practice. She chaired the Environmental Committee of the Greater
Houston Partnership, the primary advocate of Houston’s business
community, until the end of 2010. She holds a Bachelor of Arts
in Economics from Tufts University and a Masters in Business
Administration from the Harvard Graduate School of Business.
Mrs. Nimocks is currently a Board Member for Encana Corporation,
a major natural gas company, and Rowan Companies Inc, a drilling
services provider for the oil and gas industry, both listed companies,
and Valerus, a private company which provides services for oil and
gas production. In the non-profit sector, she serves on the Board of
the St. John’s School in Houston.
Bruno Lafont, Independent Director
Mr. Lafont is an independent director of ArcelorMittal. He is
also Chairman and Chief Executive Officer of Lafarge, a leading
construction materials company listed on Euronext Paris and the
New York Stock Exchange. He is a graduate of the Ecole des
Hautes Etudes Commercìales and Ecole Natìonale d’Administration.
Mr. Lafont joined Lafarge after completing his studies in 1983. He
22

ecame Vice President for Finance ten years later and in 2007
became Chairman and Chief Executive Officer. Before this, Mr. Lafont
had been working as the Group Chief Operating Officer. On becoming
the Chief Executive Officer, he launched the “Excellence 2008”
strategic plan, aimed at making Lafarge the best in its sector.
In December 2008, he announced the acquisition of Orascom
Cement, the leading cement player in the Middle East and the
Mediterranean basin, therefore accelerating Lafarge’s development in
emerging markets.
Mr. Lafont is the co-chairman of the World Business Council for
Sustainable Development’s Cement Sustainability Initiative, which
brings together major cement companies from around the world. He
also co-chairs the Energy Efficiency in Buildings initiative launched
with United Technologies under the aegis of the World Business
Council for Sustainable Development. He is a special adviser to the
mayor of Chongqing, a Chinese city with 32 million inhabitants.
Mr. Lafont is a member of the board of directors of Electrìté de
France, the largest French electricity utility.
5.5 Historical financial information
on ArcelorMittal
(a) Basis of presentation
The historical financial information presented below is a summary
only and the full financial accounts for ArcelorMittal for the
financial periods described below, which include the notes to
the accounts, can be found in ArcelorMittal’s Annual Report for
the year ended 31 December 2010 and ArcelorMittal’s interim
financial report that sets forth the financial results of ArcelorMittal
for the 6 months ended 30 June 2011.
(b) Consolidated balance sheets
The consolidated balance sheets of ArcelorMittal as at
31 December 2010 and 30 June 2011 presented below have
been extracted from the consolidated financial statements in
ArcelorMittal’s interim financial report for the half year ended
30 June 2011. These statements were prepared in accordance
with International Financial Reporting Standards as issued by
the International Accounting Standards Board (not the Australian
equivalents to IFRS). No review has been undertaken to identify
accounting policy differences between the two. The dollar
amounts are presented in U.S. dollars.
Consolidated
31 December 2010
(in millions of US$)
(unaudited)
30 June 2011
(in millions of US$)
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents 6,207 3,126
Restricted cash 82 79
Trade accounts receivable and other (including 616 and 736 from related parties
at 31 December 2010 and 30 June 2011, respectively) 5,725 8,625
Inventories (note 4) 19,583 23,920
Prepaid expenses and other current assets 4,160 4,376
Assets held for sale and distribution (note 5) 6,918 –
Total current assets 42,675 40,126
Non-current assets:
Goodwill and intangible assets 14,373 15,134
Property, plant and equipment 54,344 56,124
Investments in associates and joint ventures (note 8) 10,152 10,951
Other investments 267 316
Deferred tax assets 6,603 7,884
Other assets 2,490 2,984
Total non-current assets 88,229 93,393
Total assets 130,904 133,519
23

Consolidated
31 December 2010
(in millions of US$)
(unaudited)
30 June 2011
(in millions of US$)
(unaudited)
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt (note 9) 6,716 3,688
Trade accounts payable and other (including 465 and 586 to related parties at
31 December 2010 and 30 June 2011, respectively) 13,256 14,864
Short-term provisions (note 11) 1,343 1,284
Accrued expenses and other liabilities 6,900 6,966
Income tax liabilities 471 295
Liabilities held for sale and distribution (note 5) 2,037 –
Total current liabilities 30,723 27,097
Non-current liabilities:
Long-term debt, net of current portion (note 9) 19,292 24,530
Deferred tax liabilities 4,006 4,010
Deferred employee benefits 7,180 7,467
Long-term provisions (note 11) 1,738 1,779
Other long-term obligations 1,865 2,135
Total non-current liabilities 34,081 39,921
Total liabilities 64,804 67,018
Equity (note 6):
Equity attributable to the equity holders of the parent 62,430 62,615
Non-controlling interests 3,670 3,886
Total equity 66,100 66,501
Total liabilities and equity 130,904 133,519
The notes are an integral part of these condensed consolidated
financial statements and can be found in ArcelorMittal’s interim
financial report on ArcelorMittal’s website.
(c) Consolidated statements of operations
The consolidated statements of operations of ArcelorMittal for
the 6 months ended 30 June 2010 and 30 June 2011 presented
below have been extracted from the consolidated financial
statements in ArcelorMittal’s interim financial report for the half
year ended 30 June 2011. These statements were prepared in
accordance with International Financial Reporting Standards as
issued by the International Accounting Standards Board (not the
Australian equivalents to IFRS). No review has been undertaken to
identify accounting policy differences between the two. The dollar
amounts are presented in U.S. dollars.
24

Consolidated
6 months ended
30 June 2010*
(US$ millions,
except share and
per share data)
(unaudited)
6 months ended
30 June 2011
(US$ millions,
except share and
per share data)
(unaudited)
Sales (including 2,092 and 2,986 of sales to related parties for 2010 and 2011, respectively) 37,582 47,310
Cost of sales (including depreciation and impairment of 2,330 and 2,312 and purchases from
related parties of 1,072 and 1,382 for 2010 and 2011, respectively) 33,716 41,827
Gross margin 3,866 5,483
Selling, general and administrative 1,686 1,800
Operating income 2,180 3,683
Income from investments in associates and joint ventures 270 437
Financing costs - net (617) (2,030)
Income before taxes 1,833 2,090
Income tax benefit (note 7) 453 105
Net income from continuing operations (including non-controlling interests) 2,286 2,195
Discontinued operations, net of tax 179 461
Net income (including non-controlling interests) 2,465 2,656
Net income attributable to:
Equity holders of the parent
Net income from continuing operations 2,167 2,143
Net income from discontinued operations 179 461
Net income attributable to equity holders of the parents 2,346 2,604
Non-controlling interests:
Net income from continuing operations 119 52
Net income from discontinued operations - -
Net income attributable to non-controlling interests 119 52
Net income (including non-controlling interests) 2,465 2,656
Earnings per common share (in U.S. dollars)
Basic 1.55 1.68
Diluted 1.08 1.61
Earnings per common share - continuing operations (in U.S. dollars)
Basic 1.44 1.38
Diluted 0.97 1.33
Earnings per common share - discontinued operations (in U.S. dollars)
Basic 0.11 0.30
Diluted 0.11 0.28
Weighted average common shares outstanding (in millions):
Basic 1,510 1,549
Diluted 1,599 1,638
25

*as required by IFRS, the information for the 6 months ended
30 June 2010 has been adjusted retrospectively for the finalisation in
2010 of the purchase price allocation of acquisitions made in 2009.
The notes are an integral part of these condensed consolidated
financial statements and can be found in ArcelorMittal’s interim
financial report on ArcelorMittal’s website.
(d) Commentary on historical results
The consolidated financial statements as presented in sections
5.5(b) and 5.5(c) include the accounts of ArcelorMittal, its
operating subsidiaries, and its respective interest in associated
companies and jointly controlled entities.
Subsidiaries are consolidated from the date of acquisition, which
is considered the date ArcelorMittal obtains control until the date
control ceases. Control is defined as the power to govern the
financial and operating policies of an entity, so as to obtain benefits
derived from its activities. Generally, control is presumed to exist
when ArcelorMittal holds more than half of the voting rights.
Associated companies are those companies over which
ArcelorMittal has the ability to exercise significant influence on the
financial and operating policy decisions, which are not operating
subsidiaries. Generally, significant influence is presumed to exist
when ArcelorMittal holds more than 20% of the voting rights. In
addition, jointly controlled entities are companies over whose
activities ArcelorMittal has joint control under a contractual
agreement. The consolidated financial statements include
ArcelorMittal’s share of the total recognized gains and losses of
associates and jointly controlled entities on an equity accounted
basis from the date that significant influence commences until
the date significant influence ceases, adjusted for any impairment
loss. Adjustments to the carrying amount may also be necessary
for changes in ArcelorMittal’s proportionate interest in the investee
arising from changes in the investee’s equity that have not been
recognized in the investee’s profit or loss. ArcelorMittal’s share of
those changes is recognized directly in equity.
Other investments are classified as available for sale and are
stated at fair value when their fair value can be reliably measured.
When fair value cannot be measured reliably, the investments are
carried at cost less impairment.
Intra-company balances and transactions, including income,
expenses and dividends, are eliminated in the preparation of the
consolidated financial statements. Gains and losses resulting
from intra-company transactions that are recognized in assets are
also eliminated.
Non-controlling interests represent the portion of profit or loss and
net assets not held by ArcelorMittal and are presented separately
in the statement of operations and within equity in the consolidated
statement of financial position. The consolidated financial statements
have been prepared on a historical cost basis, except for available for
sale financial assets, derivative financial instruments and certain noncurrent
assets held for distribution, which are measured at fair value,
and inventories, which are measured at the lower of net realizable
value or cost.
The consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards as
issued by the International Accounting Standards Board (IASB) and
are presented in U.S. dollars with all amounts rounded to the nearest
million, except for share and per share data.
5.6 ArcelorMittal Mining operating segment
As from 1 January 2011, ArcelorMittal is reporting the results
of its mining operations as a separate operating segment. The
segment change has been undertaken in order to reflect changes
in ArcelorMittal’s approach to managing its mining operations,
as required by International Financial Reporting Standards. Prior
periods have been recast to reflect the new segmentation. The below
financial highlights of ArcelorMittal Mining have been extracted from
the second quarter 2011 and half year 2011 results announced
on 27 July 2011. These statements were prepared in accordance
with International Financial Reporting Standards (not the Australian
equivalents to IFRS). No review has been undertaken to identify
accounting policy differences between the two. The dollar amounts
are presented in U.S. dollars.
MINING
US$ million unless otherwise shown 2Q 11 1Q 11 2Q 10 6M 11 6M 10
Sales (note 7) $1,657 $1,128 $1,225 $2,785 $1,982
EBITDA 835 607 643 1,442 967
Operating income 718 493 415 1,211 631
Own iron ore production (a) (Mt) 13.1 11.8 12.8 24.9 23.4
Iron ore shipped externally and internally at market
price (b) (Mt) 7.0 5.9 6.9 12.9 12.3
Iron ore shipped internally at cost-plus (b) (Mt) 6.2 3.7 5.6 9.9 9.7
Total iron ore shipped externally and internally (b) (Mt) 13.2 9.6 12.5 22.8 22.0
Own coal production (a) (Mt) 2.1 1.9 1.7 4.0 3.3
Coal shipped externally and internally at market
price (b) (Mt) 1.3 1.1 0.9 2.4 1.6
Coal shipped internally at cost-plus basis (b) (Mt) 0.8 0.9 0.8 1.7 1.5
Total coal shipped externally and internally (b) (Mt) 2.1 2.0 1.7 4.1 3.1
(a) Own iron ore and coal production exclude strategic contracts
(b) Iron ore and coal shipments of market-priced based materials include ArcelorMittal’s own mines, and share of production at other mines, and exclude supply under strategic long-term contracts
Note 7: There are 3 categories of sales: 1) “External sales”: mined product sold to third parties at market price; 2) “Market-priced tonnes”: internal sales of mined product to ArcelorMittal facilities
at prevailing market prices; 3) “Cost plus tonnes”: internal sales of mined product to ArcelorMittal facilities on a cost-plus basis. The determinant of whether internal sales are transferred at
market price or cost-plus is whether or not the raw material could practically be sold to third parties (ie there is a potential market for the product and logistics exist to access that market).
5.7 Publicly available information about
ArcelorMittal
A substantial amount of information about ArcelorMittal is available in
electronic form from www.arcelormittal.com.
As noted in section 5.1, the shares of ArcelorMittal are admitted
to the stock exchanges of New York, Amsterdam, Paris, Brussels,
Luxembourg and on the Spanish stock exchanges of Barcelona,
Bilbao, Madrid and Valencia. ArcelorMittal is therefore subject to the
reporting obligations of those stock exchanges.
26

6 Information on Macarthur
6.1 Important information
The following information about Macarthur and the Macarthur
Group is based on public information and has not been
independently verified. Accordingly, PEAMCoal, PEAMCoal Holdings,
Peabody Energy and ArcelorMittal do not make any representation or
warranty, express or implied, as to the accuracy or completeness of
this information.
Macarthur Shareholders should refer to Macarthur’s target’s
statement for further information about Macarthur and the
Macarthur Group.
6.2 Overview of Macarthur
Macarthur is a Queensland-based coal mining and exploration
company incorporated in Australia, with mining assets situated in
Queensland’s Bowen Basin. Macarthur’s principal product is LV PCI,
which is used in the production of steel. Macarthur also produces
some thermal and coking coal.
6.3 Directors
As at the date of this Bidder’s Statement, there are 7 directors on the
Macarthur Board, namely:
• Keith De Lacy, AM (Independent, Non-Executive Chairman);
• Roger Marshall, OBE (Non-Executive Deputy Chairman);
• Nicole Hollows (Chief Executive Officer, Managing Director);
• Peter Forbes (Independent, Non-Executive Director);
• Chen Zeng (Non-Executive Director); 124
• Martin Kriewaldt (Independent, Non-Executive Director); and
• Terry O’Reilly (Independent, Non-Executive Director).
6.4 Ownership
Based on ASX announcements made prior to the lodgement of this
Bidder’s Statement, the following persons were substantial holders
of Shares: 5
Substantial holder
Estimated Voting Power
CITIC Group 24.6%
ArcelorMittal 16.1% 13
UBS AG 7.84%
POSCO 7.0%
6.5 Principal activities of Macarthur and
Macarthur Group
(a) Coppabella and Moorvale
Macarthur has a 73.3% share in the operating Coppabella and
Moorvale mines through the Coppabella and Moorvale Joint
Venture. The Coppabella and Moorvale mines are located in close
proximity to each other, approximately 150km south west of
Mackay near the townships of Nebo and Moranbah.
(b) Middlemount
The Middlemount Mine project is an incorporated joint venture
with Gloucester Coal Limited. A Subsidiary of Macarthur owns
50.01% of the Middlemount Mine project and Gloucester Coal
Limited holds 49.99% of the Middlemount Mine project following
the early exercise of its option to acquire an additional 20% of the
12
On 1 August 2011, Macarthur announced that in order to avoid any future actual or
potential conflict of interest and to enable CITIC to consider the Offer, Mr Chen Zeng
(CITIC’s representative on the Macarthur Board) has not participated in discussions or
decisions to date in relation to the proposal from PEAMCoal, and has sought, and the
Macarthur Board has granted him, a temporary leave of absence.
13
PEAMCoal has a Relevant Interest in these Shares by virtue of the Pre-Bid Acceptance
Deed (see section 10.4).
project in December 2010. Middlemount is located approximately
6km south of the township of Middlemount and 120km south of
the Coppabella mine.
(c) Codrilla
Macarthur holds a 73.3% share in the Codrilla project through the
Coppabella and Moorvale Joint Venture. The project is located
approximately 30km east of the Moorvale mine.
(d) Development and exploration projects
Macarthur also has a number of development and exploration
projects. Further details of these can be found on Macarthur’s
website www.macarthurcoal.com.au.
(e) MDL162
On 24 August 2010, Macarthur announced the intention
to acquire a 90% interest in MDL162, a mining tenement
located in the Bowen Basin, for A$360 million. The transaction
was structured as a A$360 million loan from Macarthur to
MCG Coal Holdings Pty Ltd (MCGH) to fund the acquisition of
the tenement from Stanwell Corporation Limited. Subject to
obtaining FIRB approval, Macarthur’s loan was to be converted
into equity in MCGH such that Macarthur would own 90%
of MCGH.
On 1 April 2011, Macarthur announced that a liquidator
had been appointed to MCG Resources Pty Ltd, a 60%
shareholder in MCGH, and that Fortrus Resources Pty Ltd,
the remaining 40% shareholder in MCGH, had applied to the
Supreme Court of Queensland to wind up MCGH. On 8 July
2011, Macarthur confirmed this application was resisted by
Macarthur and was not successful. Macarthur also confirmed on
8 July 2011 that:
• it has sought legal action to secure its interests in MDL 162
and to uphold its original agreement with MCGH; and
• it has no intention of accepting the repayment of the
A$360 million in place of its right to convert its loan to a
90% equity interest in MCGH and intends to continue to
pursue the project.
6.6 Macarthur’s issued securities
According to documents provided by Macarthur to the ASX, as at the
day before the date of this Bidder’s Statement, Macarthur’s issued
share capital consisted of 302,092,343 Shares. Macarthur has also
granted a small number of performance rights – such rights are in
respect of already issued Shares.
6.7 Macarthur dividend reinvestment plan
Macarthur announced the establishment of a dividend
reinvestment plan (DRP) on 17 August 2010. The DRP provides
Shareholders with the opportunity to use their dividends to acquire
additional Shares. Participation in the DRP is voluntary. The DRP rules
are available on the Macarthur website: www.macarthurcoal.com.au. As
at the date of this Bidder’s Statement, Macarthur had not confirmed
whether the DRP will be suspended for the duration of the Bid Period.
6.8 Publicly available information
about Macarthur
Macarthur is a listed disclosing entity for the purposes of the
Corporations Act and as such is subject to regular reporting and
disclosure obligations. Specifically, as a listed company, Macarthur
is subject to the Listing Rules which require continuous disclosure
of any information Macarthur has concerning it that a reasonable
person would expect to have a material effect on the price or value
of its securities.
27

ASX maintains files containing publicly disclosed information about
all listed companies. Macarthur’s file is available for inspection on the
ASX’s website www.asx.com.au.
A substantial amount of information about the Macarthur Group is
available on the Macarthur website: www.macarthurcoal.com.au.
In addition, Macarthur is required to lodge various documents with
ASIC. Copies of documents that Macarthur has lodged with ASIC
may be obtained from, or inspected at, an ASIC office.
28

7 Sources of consideration
7.1 Maximum funding obligation
The total amount that PEAMCoal would be required to pay to
Macarthur Shareholders under the Offer if it acquires all of the Shares
currently on issue is approximately A$4,682,431,317.
In the Co-operation and Contribution Agreement, Peabody Energy
and ArcelorMittal have, through their respective subsidiaries PAC2
and AM BV2, have each unconditionally agreed to provide funding to
cover the total amount that PEAMCoal may be required to pay under
the Offer to PEAMCoal Holdings on a basis proportionate to their
shareholdings in PEAMCoal Holdings and PEAMCoal Holdings has,
in turn, undertaken to provide that amount to PEAMCoal to ensure
that PEAMCoal has sufficient funds to pay the total amount that
PEAMCoal may be required to pay under the Offer.
7.2 Funding from Peabody Energy and PAC2
(a) Overview of Peabody Energy’s funding sources
PAC2’s proportionate share of the total amount that may be
required to be paid by PEAMCoal to Macarthur Shareholders
under the Offer is approximately A$2,809,458,790.1 14 To meet
this funding obligation, Peabody Energy has available to it:
• a financing commitment from Bank of America N.A., UBS
Loan Finance LLC and Morgan Stanley Senior Funding,
Inc. (together the Financiers) for up to US$2 billion (being
approximately A$1.83 billion (at an exchange rate of US$1.00
to A$1.09)) (the Peabody Bridge Facility);
• a revolver facility, with an undrawn amount of at least US$1.0
billion (being approximately A$917 million (at an exchange
rate of US$1.00 to A$1.09)) (the Peabody Revolver
Facility); and
• immediately available cash on hand of at least US$750 million
(being approximately A$688 million (at an exchange rate of
US$1.00 to A$1.09)) (the Peabody Cash Reserves),
(together, the Peabody Funding).
Peabody Energy and its wholly owned subsidiaries have agreed
inter-group funding arrangements which will provide PAC2 with
access to the Peabody Funding to meet Peabody’s funding
obligations under the Co-operation and Contribution Agreement.
Set out below are further details of the Peabody Funding.
(b) Peabody Bridge Facility
Peabody Energy has executed a legally binding commitment
letter with the Financiers, pursuant to which the Financiers have
agreed to provide the Peabody Bridge Facility, the proceeds of
which shall be used for the purposes of PEAMCoal acquiring
Shares under the Offer and to pay fees and expenses associated
with the Offer subject to the satisfaction of a number of conditions
precedent. The conditions precedent are usual for a facility of this
nature and include:
• PEAMCoal having acquired a Relevant Interest in at least
50.01% of the Shares;
• evidence that all of the defeating conditions to the Offer have
been fulfilled or freed by PEAMCoal;
• executed formal documentation of the Peabody Bridge
Facility agreements (the Loan Documents);
• limited representations and warranties (including the
enforceability of the Loan Documents, no contravention of
the Loan Documents with law and other agreements and
solvency) being true and correct in all material respects on
drawdown dates;
• other procedural conditions precedent usual for a facility
14
AM has the right to terminate the Co-operation and Contribution Agreement. AM BV2’s
obligation to continue funding PEAMCoal following the exercise of such termination
right is summarised in section 10.2(f). The effect of those obligations is that, even if AM
exercised its termination right, PEAMCoal would continue to have funding available
from Peabody Energy and ArcelorMittal to pay accepting Macarthur Shareholders. See
section 10.2(f) for further details.
of this nature (including customary closing certificates,
resolutions, legal opinions and required know your client and
anti-money laundering deliverables); and
• payment of all fees and invoiced expenses owing in respect of
the Peabody Bridge Facility.
At the date of this Bidder’s Statement, neither Peabody Energy
nor PAC2 is aware of any reason why the conditions precedent
will not be satisfied in time to allow the proceeds to be available
to pay the total amount that PEAMCoal may be required to pay
under the Offer as and when it is due under the terms of the Offer.
(c) Peabody Revolver Facility
The availability of funds under the Peabody Revolver Facility
is subject to the following conditions precedent (i) the
representations and warranties in the Credit Agreement dated 18
June 2010 between, among others, Peabody and several major
commercial banks or financing providers (the Existing Credit
Agreement) being true and correct in all material respects on
drawdown dates and (ii) there being no default or event of default
in existence or resulting from the borrowing of such funds. The
representations and warranties include (i) there being no event
or circumstance, either individually or in the aggregate, that
has had or could reasonably be expected to have a “material
adverse effect” (as defined below), (ii) there being no litigation or
similar action as to which there is a reasonable possibility of an
adverse determination and that could reasonably be expected
to have a “material adverse effect” and (iii) there being no default
under or with respect to any contractual obligation which could
reasonably be expected to have a “material adverse effect”. The
term “material adverse effect” means a material adverse effect
upon (i) the business, assets, operations, property or condition
(financial or otherwise) of Peabody Energy and its subsidiaries
(subject to limited exceptions, which may apply to Macarthur and
its subsidiaries once they are Subsidiaries of Peabody Energy) or
(ii) the validity or enforceability of the Existing Credit Agreement
and the associated loan documents or the rights or remedies
of the agents or the lenders thereunder. The no default or event
of default condition referred to above requires that Peabody
Energy be in compliance with its covenants. These include two
financial maintenance covenants which require that Peabody
Energy maintains a minimum interest coverage ratio and does not
exceed a maximum leverage ratio. The condition also requires
that no event of default has occurred under a set of customary
event of defaults.
At the date of this Bidder’s Statement, neither Peabody Energy
nor PAC2 is aware of any reason why such conditions precedent
will not be satisfied in time to allow the proceeds to be available to
pay any amounts that PEAMCoal may be required to pay under
the Offer as and when such amounts are due under the terms of
the Offer.
(d) Peabody Cash Reserves
The Peabody Cash Reserves consist of highly liquid investments
in money market funds, bank commercial paper and deposits
with major commercial banks.
7.3 Funding from ArcelorMittal
(a) Overview of ArcelorMittal’s sources of funding
AM BV2’s proportionate share of the total amount that may be
required to be paid by PEAMCoal to Macarthur Shareholders
under the Offer is approximately A$1,120,415,566 (which is the
net amount after taking into account the A$752,556,961 that
AM BV2 will be entitled to receive under the Offer in respect
of the 48,552,062 Shares that are the subject of the Pre-Bid
Acceptance Deed – see section 10.4). To meet this funding
obligation, ArcelorMittal has available to it a revolver facility of
US$6 billion, with an undrawn amount of at least US$4.8 billion
29

(being approximately A$4.40 billion (at an exchange rate of
US$1.00 to A$1.09)). ArcelorMittal has agreed inter-group
funding arrangements which will provide AM BV2 with
access to this funding to meet AM BV2’s funding obligations
under the Co-Operation and Contribution Agreement.
ArcelorMittal may elect to take out further specific finance to meet
its funding obligation under the Offer. If it does so, it will provide
appropriate details of those arrangements in due course.
(b) ArcelorMittal revolver facility
The availability of funds to ArcelorMittal under the revolver facility
is subject to certain conditions precedent, including that on
both the date of request and the utilisation date for the loan the
repeating representations are correct in all material respects and
no default or prepayment event is outstanding or would result
from the loan. The repeating representations are customary and
include ArcelorMittal’s status, powers and authority, legal validity
and authorisations. There is one financial covenant which requires
ArcelorMittal to not exceed a maximum leverage ratio. There is
no repeating “material adverse change” clause. The no default or
prepayment events are customary.
At the date of this Bidder’s Statement, neither ArcelorMittal nor
AM BV2 is aware of any reason why such conditions precedent
will not be satisfied in time to allow the proceeds to be available to
pay any amounts that PEAMCoal may be required to pay under
the Offer as and when such amounts are due under the terms of
the Offer.
7.4 Payment of consideration
Having regard to the matters in this section 7, and the terms of
the Co-operation and Contribution Agreement and the Deed of
Guarantee, PEAMCoal believes that it continues to have access to
funds in excess of the maximum cash amount it may be required to
pay under the Offer, as well as its costs associated with the Offer.
On the basis of the arrangements described in this section 7, and the
terms of the Co-operation and Contribution Agreement and the Deed
of Guarantee, PEAMCoal is of the opinion that it has a reasonable
basis for forming the view, and it holds the view, that it will be able
to pay the consideration required for the acquisition of the Shares
pursuant to the Offer, in satisfaction of its obligations under the Offer.
The Offer is not subject to any financing defeating conditions.
30

8 Intentions in relation to Macarthur
8.1 Introduction
The intentions of PEAMCoal, the PEAMCoal Directors, the relevant
ArcelorMittal Directors, Peabody Energy and ArcelorMittal are set
out in this section 8. As set out in section 8.2(j) these intentions are
subject to a general operational review and as set out in section 8.6
reflect current intentions based on current information.
8.2 Intentions if Macarthur becomes a wholly
owned Subsidiary of PEAMCoal
(a) Introduction
This section 8.2 describes the intentions of PEAMCoal, the
PEAMCoal Directors, the relevant ArcelorMittal Directors,
Peabody Energy and ArcelorMittal if PEAMCoal acquires a
Relevant Interest in 90% or more of the Shares, and so becomes
entitled to proceed to compulsory acquisition of outstanding
Shares in accordance with Part 6A.1 of the Corporations Act.
If PEAMCoal becomes entitled to proceed to compulsory
acquisition, it may:
• proceed with the compulsory acquisition of the outstanding
Shares in accordance with the provisions of Part 6A.1 of the
Corporations Act; and
• following completion of the compulsory acquisition of the
outstanding Shares, cause PEAMCoal to apply for termination
of official quotation of the Shares on the ASX and arrange for
Macarthur to be removed from the official list of the ASX.
In that circumstance, the other intentions of PEAMCoal, the
PEAMCoal Directors, the relevant ArcelorMittal Directors,
Peabody Energy and ArcelorMittal are as set out below.
(b) Operational review
It is intended that Macarthur will continue to conduct its
current core businesses, namely the exploration, development,
production and marketing of coal products, within the context of
the intentions and plans set out in this section 8. However, after
the end of the Offer Period, it is intended to conduct a review of
Macarthur’s projects and operations on a strategic, financial and
operational level to:
• evaluate Macarthur’s performance, profitability and prospects;
• assess possible operational and strategic opportunities; and
• identify opportunities for revenue enhancement and operating
benefits derived from a larger portfolio of assets.
The specific intentions set out in this section 8 are subject to
among other things the results of this review.
(c) Corporate matters
If Macarthur becomes a wholly owned subsidiary of PEAMCoal,
it is intended to replace the members of the Macarthur Board
with PEAMCoal nominees. While replacement board members
have not yet been identified, it is intended that the majority of the
nominees to the Macarthur Board will be employees of Peabody
Energy or its Subsidiaries or otherwise engaged or nominated
by Peabody Energy. ArcelorMittal will be entitled to nominate the
number of nominees to the Macarthur Board that is proportionate
to its indirect interest in Macarthur.
It is also intended to change the financial year end of Macarthur,
and to the extent permissible its Subsidiaries, to 31 December.
(d) Project development
PEAMCoal intends to grow the business of Macarthur.
It is intended that PEAMCoal will explore the development
potential of the following of Macarthur’s project
development opportunities:
• Codrilla;
• Coppabella Underground;
• MDL 162;
• Monto;
• Moorvale Underground;
• Moorvale West;
• Olive Downs North;
• Olive Downs South;
• Vermont East;
• West Rolleston; and
• Wilunga.
PEAMCoal intends to examine whether it is possible to accelerate
production from any of these projects. Proceeding with any of
these project development opportunities will be subject to the
assessment of economic conditions, market conditions and
expected economic returns at the appropriate times and, in
the case of MDL 162, the successful resolution of the matters
described in section 6.5(e) above.
(e) Operational matters
It is intended to explore ways in which the technical and
operational expertise of Peabody Energy could be utilised for
the benefit of Macarthur by maximising the efficiency of current
Macarthur producing assets.
In particular, PEAMCoal will seek to utilise Peabody Energy’s
operational experience and expertise in the areas of:
• safety;
• open cut and underground mining;
• greenfield and brownfield project development;
• technical skills; and
• industrial relations.
It is envisaged that there would be a variety of technical services
provided by Peabody Energy to Macarthur at cost. Among
these include the exchange of people and information regarding
markets and logistics. The sharing of equipment by Peabody
Energy with Macarthur on arm’s-length terms could also occur.
It is expected that each of Peabody Energy and
ArcelorMittal may provide secondees to Macarthur (including
those referred to in section 8.2(f) and section 8.2(g) below) and
will be entitled to appoint nominees to the steering committees
for development projects and project development opportunities
of Macarthur.
(f) Impact on employees
There will be a review of the roles required for the Macarthur
senior management team. Peabody Energy will be entitled to
nominate the Chief Executive Officer, Chief Operating Officer
and Chief Marketing Officer and ArcelorMittal will be entitled
to nominate the Chief Financial Officer. At this stage, neither
Peabody Energy nor ArcelorMittal have identified specific
executives for these roles and will consider as part of their
review, the professional capabilities of the incumbents and
prospective alternates.
At an operational level, and as noted above, it is the intention
to grow the business of Macarthur. That growth would require
a significant contribution from Macarthur’s current employees,
noting the present tight labour market for people with operational
mining and project development expertise.
If as a result of the implementation of the above intentions, or
as a result of the operational review described above, there are
any redundancies, the relevant employees will receive benefits in
accordance with their contractual and other legal entitlements.
However, in terms of overall employment numbers, the number
31

of personnel impacted is expected to be more than offset by the
expected overall increase in headcount in the medium to longer
term if skilled labour can be attracted.
(g) Marketing
It is intended to optimise Macarthur’s strategic opportunities
for its independent marketing function by building on, and
leveraging, the current marketing capabilities of Peabody Energy,
ArcelorMittal and Macarthur.
The objectives of Peabody Energy and ArcelorMittal will be
to bolster the existing team within Macarthur (the Macarthur
Marketing and Logistics Team) including Peabody Energy
and ArcelorMittal nominees that will manage product strategies,
marketing strategies, sales, pricing, distribution etc, to maximize
the presence of Macarthur coals in the marketplace. The
Macarthur Marketing and Logistics Team will be responsible for
presenting to Macarthur for consideration marketing and logistics
activities for all owned and partly owned Macarthur mines,
subject to existing rights of Macarthur’s joint venture parties, to
help achieve maximum value for Macarthur across the coal and
logistics value chain.
The Macarthur Marketing and Logistics Team will report and
engage with Peabody Energy and ArcelorMittal through regular
workshops and monthly reports.
(h) Logistics
It is intended to optimise Macarthur’s port and logistic operations
by also building on, and leveraging, the current capabilities of
Peabody Energy and Macarthur.
(i) Coal supply agreements
Other than the existing coal supply arrangements Macarthur has
with ArcelorMittal, there are no arrangements that entitle Peabody
Energy or ArcelorMittal to any future coal supply. It is intended
that ArcelorMittal’s agreement will continue in accordance with
its terms although, if there is no agreement on pricing where
required, ArcelorMittal will be entitled to purchase the same
volume product on terms no less favourable to ArcelorMittal when
compared to the terms offered to Macarthur’s other comparable
long-term contract customers.
(j) Customers
Peabody Energy and ArcelorMittal highly value the existing
relationships that Macarthur has with its customer base.
Existing contractual arrangements of Macarthur will of course
be honoured. It is also intended that these relationships be
strengthened for mutual benefit through a deeper understanding
of customer needs and the provision of product to meet those
needs. In particular, Peabody Energy and ArcelorMittal will be
focused on continuing to grow relationships and supply with
Macarthur’s customers in the high growth Asian region.
(k) Dividends and funding
It is the intention that Macarthur will continue to pay a dividend
consistent with its practice as at the date of this Bidder’s
Statement. However, the determination of Macarthur’s dividend
policy will be a matter for the Macarthur Board and will remain
subject to the Macarthur Board’s fiduciary duties.
On funding, it is intended that Macarthur will be funded pursuant
to the following hierarchy:
(1) its own reserves and cash generated by the Macarthur Group;
(2) an unsecured revolving credit facility sufficient to meet near
term operating needs;
(3) shareholder loans; and
(4) share issues.
(l) Confidentiality
As Peabody Energy and ArcelorMittal will be providing a wide
range of strategic advice to the Macarthur Board, it is expected
that each will have access to confidential and commercially
sensitive information of Macarthur. As parts of the ArcelorMittal
Group are existing customers of Macarthur, Peabody and
ArcelorMittal have agreed to implement necessary internal
protocols and information barriers to ensure that no confidential
or commercially sensitive information is transferred to the
procurement divisions or procurement related divisions of the
ArcelorMittal Group.
8.3 Intentions for Macarthur as a part owned
Subsidiary of PEAMCoal
(a) Introduction
This section 8.3 describes the intentions of PEAMCoal, the
PEAMCoal Directors, the Relevant ArcelorMittal Directors,
Peabody Energy and ArcelorMittal if PEAMCoal acquires Control
of Macarthur, but PEAMCoal does not become entitled to
compulsorily acquire the outstanding Shares under Part 6A.1 of
the Corporations Act.
In that circumstance, the intentions of PEAMCoal, the PEAMCoal
Directors and the Relevant ArcelorMittal Directors are as set
out in section 8.2, other than the intention to effect compulsory
acquisition as referred to in section 8.2(a) and other than as set
out in section 8.3.
(b) Limitations in giving effect to intentions and the interests of
independent shareholders
The ability to implement the intentions set out in this section 8.3
will be subject to among other things:
• the legal obligations of the Macarthur Directors to have regard
to the interests of Macarthur and Macarthur Shareholders;
• the requirements of the Corporations Act relating to
transactions between related parties;
• potentially the Listing Rules relating to transactions between
related parties;
• existing contractual obligations of Macarthur; and
• the results of the review referred to above at section 8.3(a).
The Macarthur Directors would need to make a decision on the
matters set out below after considering all these matters and
where appropriate, taking legal and financial advice in relation to
those requirements.
(c) Corporate matters
After the end of the Offer Period, it is intended:
• that the intentions described in section 8.2(e) and 8.2(h)
will be implemented to the extent that it is possible and
appropriate to do so (noting that any transactions between
Macarthur and PEAMCoal, between Macarthur and any
member of the Peabody Group or between Macarthur and
any member of the ArcelorMittal Group required to implement
those intentions are expected to be on arm’s length terms
and, if required by the Corporations Act or the Listing Rules,
PEAMCoal will seek any necessary approval of the other
shareholders of Macarthur to implement those intentions);
• to replace a number of the Macarthur Board with nominees of
Peabody Energy and ArcelorMittal so that Peabody nominees
will comprise the majority of directors on the Macarthur
Board and ArcelorMittal nominees will comprise the number
of directors closest to its proportionate indirect interest
in Macarthur. Certain existing members of the Macarthur
Board who are willing to continue may be retained. To the
extent required by the Listing Rules, independent directors
will be retained or appointed. The Peabody Energy and
32

ArcelorMittal nominees on the Macarthur Board intend to vote
in a manner consistent with the directions of the PEAMCoal
Board and, subject to their fiduciary and statutory duties, the
Peabody Energy and ArcelorMittal nominees will vote at the
Macarthur Board as a unified block. This board composition
is considered appropriate by Peabody and ArcelorMittal.
However, it will not comprise a majority of independent
directors and therefore not satisfy the ASX’s Corporate
Governance Principles; and
• PEAMCoal may, in some circumstances, where illiquidity and
the Listing Rules permit, seek to remove Macarthur’s listing on
the ASX.
It is possible that, even if PEAMCoal is not entitled to proceed
to compulsory acquisition of minority holdings after the end
of the Offer Period under Part 6A.1 of the Corporations Act, it
may subsequently become entitled to exercise rights of general
compulsory acquisition under Part 6A.2 of the Corporations Act;
for example, as a result of acquisitions of Shares in reliance on the
‘3% creep’ exception in item 9 of section 611 of the Corporations
Act. If so, it intends to exercise those rights; however, it reserves
the right not to do so.
For the avoidance of doubt, it is also intended to change the
financial year end of Macarthur, and to the extent permissible its
Subsidiaries, to 31 December.
(d) Employees
In the event Macarthur is a part owned subsidiary it would be
expected that there would be a greater need for Macarthur’s head
office function than if it was a wholly owned subsidiary.
(e) Other intentions
As noted above, as regards the other matters dealt with in
section 8.2, it is intended that those intentions will be pursued to
the maximum extent permitted by law, recognising that there are
limits on dealings between Macarthur and Peabody Energy and
ArcelorMittal as noted above.
8.5 Other intentions
Subject to the intentions described in this section 8 and elsewhere
in this Bidder’s Statement and, in particular, the completion and
outcome of the broad based review of Macarthur’s operations,
it is the intention of PEAMCoal, the PEAMCoal Directors and the
Relevant ArcelorMittal Directors, on the basis of the facts and
information concerning Macarthur that are known to each of them
and the existing circumstances affecting the assets and operations of
Macarthur at the date of this Bidder’s Statement, that:
• the business of Macarthur will be conducted in the same manner
as at the date of this Bidder’s Statement;
• there will be no redeployment of the fixed assets of
Macarthur; and
• the present employees of Macarthur will continue to be employed
by Macarthur.
8.6 Current intentions based on
current information
Those intentions have been formed on the basis of facts and
information concerning Macarthur, and the general business
environment, which are known at the time of preparing this Bidder’s
Statement. Final decisions will only be reached by PEAMCoal,
the PEAMCoal Directors, the Relevant ArcelorMittal Directors,
Peabody Energy and ArcelorMittal in light of material information
and circumstances at the relevant time. Accordingly, the statements
set out in this section are statements of current intention only and
accordingly may vary as new information becomes available or
circumstances change.
The articulation and formulation of the intentions are necessarily
limited due to the fact that PEAMCoal, Peabody Energy and
ArcelorMittal have only had access to publicly available information
and, for a short period of time, some non-public information, about
Macarthur and its affairs.
8.4 Intentions for Macarthur if not controlled
by PEAMCoal
The Offer is conditional on, amongst other things, PEAMCoal
acquiring a Relevant Interest in at least 50.01% of the Shares. While
PEAMCoal reserves its right to declare the Offer free of such condition
(or any other condition), there is no current intention to waive
the condition.
33

9 Tax considerations
9.1 Introduction
The following is a general description of the Australian income and
capital gains tax, GST and stamp duty consequences to Macarthur
Shareholders of the acceptance of the Offer. The comments set out
below are relevant only to those Macarthur Shareholders who hold
their Shares as capital assets for the purpose of investment.
The following description is based upon the Australian law
and administrative practice in effect at the date of this Bidder’s
Statement, but it is general in nature and is not intended to be an
authoritative or complete statement of the laws applicable to the
particular circumstances of every Macarthur Shareholder. Macarthur
Shareholders should seek independent professional advice in relation
to their own particular circumstances.
9.2 Australian resident shareholders – investment
held on capital account
Acceptance of the Offer will involve the disposal by Macarthur
Shareholders of their Shares by way of transfer to PEAMCoal. This
change in the ownership of the Shares will constitute a capital gains
tax event for Australian capital gains tax purposes.
Macarthur Shareholders who are Australian residents may make a
capital gain or capital loss on the transfer of their Shares, depending
on whether their capital proceeds from the disposal of the Shares
are more than the cost base (or in some cases indexed cost base)
of those Shares, or whether their capital proceeds are less than the
reduced cost base of those Shares.
The capital proceeds of the capital gains tax event will be the
consideration price per Share payable under the Offer received by
the Macarthur Shareholder in respect of the disposal of the Shares.
The cost base of the Shares include their cost of acquisition and any
incidental costs of acquisition and disposal that are not deductible to
the Macarthur Shareholder.
Capital gains and capital losses of a taxpayer in a year of income are
aggregated to determine whether there is a net capital gain. Any net
capital gain is included in assessable income and is subject to income
tax. Capital losses may not be deducted against other income for
income tax purposes, but may be carried forward to offset against
future capital gains.
9.4 Non‐resident shareholders
Capital gains derived by a non-resident (that is, a person or entity
who is not a resident for Australian tax purposes) (Non-Resident)
are generally only subject to income tax in Australia to the extent
that they relate to relevant direct and indirect interests in Australian
real property. Where a Non-Resident Shareholder indirectly holds an
interest in Australian real property through shares in a company, any
capital gains may trigger a CGT liability. It is possible that Macarthur
is a company whose interest in land (via its various mining tenements)
may be at least 50% of the assets of the company as defined.
It follows that a Non-Resident Macarthur Shareholder could be
considered to hold an indirect interest in Australian real property.
However, capital gains are not subject to tax in Australia where a
Non-Resident Shareholder holds less than 10% of the interests in that
company at the time of the disposal and has not held 10% or more
of the interests for a period of 12 months at any time in the two years
prior to disposal. As a result, a Non-Resident Macarthur Shareholder
who (together with its associates) holds less than a 10% interest in
Macarthur at the relevant times should not be subject to Australian
income tax resulting from any capital gain derived in relation to the
disposal of Shares.
Non-Resident Macarthur Shareholders who (together with their
associates) hold a 10% or more interest in the Shares on issue over
the relevant period should seek further independent advice in relation
to these matters.
9.5 Goods and services tax
Macarthur Shareholders should not be liable to GST in respect of the
acceptance of the Offer.
9.6 Stamp duty
Macarthur Shareholders will not be subject to stamp duty impost on
the acceptance of the Offer.
9.3 Capital gains tax reductions – Individuals,
complying superannuation funds and trustees
of trusts
Individuals, complying superannuation entities or trustees that have
held Shares for at least 12 months but do not index the cost base of
the Shares should be entitled to discount the amount of the capital
gain (after application of capital losses) from the disposal of Shares
by 50% in the case of individuals and trusts or by 33% for complying
superannuation entities.
34

10 Other material information
10.1 Regulatory approvals
(a) FIRB approval
Peabody, ArcelorMittal and PEAMCoal are foreign persons under
the FATA. On 12 August 2011, PEAMCoal announced that the
Treasurer of the Commonwealth of Australia, on advice from
FIRB, had issued a statement of no objection under the FATA to
the Takeover Bid. Accordingly, the condition in section 11.7(a) of
this Bidder’s Statement has been fulfilled so that the Offer has
become free from that condition.
(b) Non-Australian regulatory approvals
Peabody Energy, ArcelorMittal and Macarthur carry on business
in countries outside of Australia. In some of these countries,
transactions like the one contemplated by the Offer are subject to
prior approval from competition regulators. Accordingly, completion
of the Offer is conditional on certain regulatory clearances or
confirmations, being:
• clearance from the Ministry of Commerce of the People’s
Republic of China (MOFCOM) or expiry of the relevant waiting
period; and
• clearance from Japan’s Fair Trade Commission (JFTC) or
expiry of the relevant waiting period.
PEAMCoal has filed its application with MOFCOM and the
JFTC. It is difficult to estimate the timing of formal responses
from MOFCOM and JFTC. PEAMCoal will disclose any material
developments relating to these clearance applications.
The European Commission’s directorate general for competition
has issued an opinion confirming that the EU Merger Regulation
does not apply to the Takeover Bid. As a result, Peabody Energy
and ArcelorMittal have no obligation to notify the Takeover Bid to
the European Commission for regulatory approval. Accordingly,
completion of the Offer is not conditional on receipt of clearance
from the European Commission.
10.2 Co-operation and Contribution Agreement
(a) Overview
PEAMCoal, PEAMCoal Holdings, PAC2, AM and AM BV2
have entered into the Co-operation and Contribution
Agreement. A draft of the Co-operation and Contribution
Agreement was released to the ASX on 13 July 2011 and
is available at www.asx.com.au. The final version of the Cooperation
and Contribution Agreement as entered into between
the parties was not materially different from the version released
to the ASX on 13 July 2011.
The key terms of the Co-operation and Contribution Agreement
are summarised below.
(b) Conduct of the Takeover Bid
The parties are jointly responsible for the conduct of the Takeover
Bid and for making all material decisions in relation to the Offer.
However, PAC2 alone is responsible for any decision to extend
the Offer Period up to an aggregate duration of 6 months – any
decision to extend the Offer Period beyond this period is to be
jointly made by PAC2 and AM.
AM and PAC2 each have observer rights at PEAMCoal Holdings
and PEAMCoal board meetings until the end of the Offer Period.
(c) Funding of the Takeover Bid
PAC2 and AM BV2 will subscribe for shares in PEAMCoal
Holdings in proportion to their current shareholding in PEAMCoal
Holdings, being 60% and 40% respectively. The subscription
consideration will be paid to PEAMCoal Holdings in Australian
dollars during the Offer Period and the shares in PEAMCoal
Holdings will be issued to PAC2 and AM BV2 following the end of
the Offer Period. The subscription consideration will only be used
by PEAMCoal Holdings to fund:
• PEAMCoal’s acquisition of Shares during the Offer Period;
• if PEAMCoal becomes entitled to and exercises its
right to compulsorily acquire any outstanding Shares
under Chapter 6A of the Corporations Act, PEAMCoal’s
acquisition of Shares pursuant to such compulsory
acquisition; and
• PEAMCoal’s payment obligations in respect of any duty
arising in connection with PEAMCoal’s acquisition of Shares.
(d) Compulsory acquisition
PEAMCoal must exercise its right to compulsorily acquire any
outstanding Shares under Chapter 6A of the Corporations Act if it
acquires the right to do so.
(e) Exclusivity
During an exclusivity period which runs until the date which
is 6 months after the date of the Offer, Peabody Energy,
ArcelorMittal, each of their group companies and their advisers,
directors, officers and employees are subject to ‘no shop’
and ‘no talk’ obligations in relation to, and are prevented from
participating in a consortium, joint bidding structure or similar
structure in connection with, an actual, proposed or potential
competing proposal.
The parties are also under notification obligations in relation to
any direct or indirect approach, attempt to initiate negotiations or
discussions, proposal or similar (including an intention to do so) in
relation to an actual, proposed or potential competing proposal.
Furthermore, AM has agreed that it will during the exclusivity period:
• not Deal, and will ensure that none of its related bodies
corporate will Deal, in the 16.1% parcel of Shares that it or
they own or control; and
• will vote the 16.1% parcel of Shares against, or will ensure
that those Shares are voted against, any competing proposal.
(f) Termination
The Co-operation and Contribution Agreement will terminate if:
(1) not all of the defeating conditions to the Offer have either
been freed or fulfilled by the end of the Offer Period;
(2) PEAMCoal is entitled to withdraw unaccepted Offers under
the Takeover Bid and withdraws those unaccepted Offers in
accordance with section 652A of the Corporations Act; or
(3) AM or AM BV2 tenders the Shares it owns into the Offer and
AM advises PAC2 and PEAMCoal Holdings by written notice
before the end of the Offer Period that it wishes to terminate
the agreement.
If the Co-operation and Contribution Agreement is terminated
as contemplated by paragraph (1) or (2) above, AM BV2 will sell,
and PAC2 will purchase, the shares in PEAMCoal Holdings held
by AM BV2 for an amount equal to the price paid for such shares
when they were issued to AM BV2, subject to adjustment in
certain cases.
If AM causes the Co-operation and Contribution Agreement to be
terminated as contemplated by paragraph (3) above, AM will sell,
and PAC2 will purchase, the shares in AM BV2 from AM (causing
AM to exit its investment in PEAMCoal Holdings and Macarthur)
for an amount equal to the sum of:
• the aggregate of all amounts received by PEAMCoal Holdings
from AM BV2 until the end of the 90 day period following
the provision of the termination notice pursuant to AM
BV2’s subscription obligations under the Co-operation and
Contribution Agreement (noting that AM BV2 must continue
funding PEAMCoal through AM BV2’s subscription obligations
until the end of that 90 day period - PEAMCoal would only
ever extend the Offer Period beyond the end of this 90 day
period if Peabody Energy has made appropriate alternative
funding arrangements available to PEAMCoal);
35

• an amount equal to all interest paid or payable by AM on the
above amounts in respect of the 90 day period following the
provision of the termination notice; and
• any utilisation fee paid or payable by AM in respect of the
above amounts.
The exclusivity provisions outlined in section 10.2(e) above survive
termination of the Co-operation and Contribution Agreement.
10.3 Shareholders’ Deed
PEAMCoal, PEAMCoal Holdings, PAC2, AM and AM BV2 have
entered into the Shareholders’ Deed. The Shareholders’ Deed will
regulate the affairs of PEAMCoal Holdings and PEAMCoal and
PEAMCoal’s majority ownership of Macarthur and its subsidiaries
following successful completion of the Offer.
If following completion of the Offer PEAMCoal holds Shares, a
consequence of the ownership structure and control of PEAMCoal
and PEAMCoal Holdings by Peabody Energy and ArcelorMittal is
that Peabody Energy and ArcelorMittal will be able to acquire direct
or indirect ownership and control of any of the shares in PEAMCoal
Holdings from the other, or any of the Shares held by PEAMCoal, free
of any limitation under Australian takeovers laws.
The Shareholders’ Deed will take effect after the end of the Offer
Period if the Contribution and Co-operation Agreement has not been
terminated, the defeating conditions to the Offer have been freed
or fulfilled and the Offer has not been withdrawn. The obligations
of PAC2 and AM and AM BV2 are guaranteed by their respective
ultimate holding companies.
Key matters addressed by the Shareholders’ Deed include:
(a) Governance: PAC2 and AM BV2 will have proportionate board
representation on the PEAMCoal Holdings and PEAMCoal boards
and (if achievable) the Macarthur Board.
Following the successful completion of the Offer, PEAMCoal will
have control of the Macarthur Board through acquiring at least
50.01% of the Shares. For so long as PAC2 holds a majority of
the shares in PEAMCoal Holdings, it will be able to appoint the
majority of directors to the boards of PEAMCoal Holdings and
PEAMCoal and the Macarthur Board.
(b) Day to day control: PAC2 will have responsibility for the day
to day operation of PEAMCoal Holdings, PEAMCoal and the
Macarthur Group, subject to the terms of the Shareholders’ Deed
including the various matters set out below. In addition PAC2 will
have responsibility for setting and approving the annual budget.
The budget process each year will follow the approval of the
5 year strategic business plan, which requires PAC2 and AM BV2
approval. It is intended that the budget will be consistent with
the strategic business plan, but that the budget will prevail in the
event of inconsistency.
Even though PAC2 will have day to day and operational control of
PEAMCoal Holdings, PEAMCoal and the Macarthur Group, AM
BV2 has certain agreed approval rights. These include:
(1) approval of the strategic business plan (as mentioned above);
(2) prescribed shareholder approvals in respect of fundamental
shareholder protection matters (e.g. non-pro rata share
issues, insolvency events, changes to the nature of the
business of PEAMCoal Holdings, PEAMCoal or Macarthur)
require unanimous PEAMCoal Holdings shareholder approval.
This also includes related party dealings between Peabody
Group members and Macarthur (on the one hand) or
ArcelorMittal Group members and Macarthur (on the other
hand), over which each of PAC2 and AM BV2 has a veto
except to the extent such dealings are on arm’s length terms
or better and involve payments of less than a total aggregate
amount of A$35 million per annum; and
(3) approval rights in relation to various matters of strategic
significance require the approval of shareholders holding
together at least 80% of the shares in PEAMCoal Holdings.
This includes (amongst other things) the strategic business
plan, major project approval, material capital variations and
material asset acquisitions and disposals.
(c) Macarthur personnel: PAC2 will have the right (but not the
obligation) to appoint the chief executive officer and the chief
operating officer of Macarthur and AM BV2 will have the right (but
not the obligation) to appoint the chief financial officer of Macarthur.
(d) Exit: the Shareholders’ Deed includes a number of options
for each of AM, AM BV2 and PAC2 to exit their investment in
PEAMCoal Holdings and Macarthur. These options include listing
the shares in PEAMCoal Holdings, listing the shares of each
PEAMCoal Holdings shareholder, divestments to third parties (with
corresponding tag-along rights by AM or AM BV2 where Peabody
sells its stake in PEAMCoal Holdings) and share transfers amongst
the shareholders pursuant to rights of first offer. In addition, during
the first 2 years following the Offer being or being declared freed
from defeating conditions, AM may require PAC2 to purchase AM
BV2 (and so obtain all of the shares in PEAMCoal Holdings).
(e) Transfer restrictions: PAC2 and AM BV2 are prohibited from
transferring their shares in PEAMCoal Holdings other than
in accordance with the deed and each PEAMCoal Holdings
shareholder has a right of first offer if the other wishes to sell its
shares in PEAMCoal Holdings to a third party.
(f) Change of control: the Shareholders’ Deed provides that,
subject to limited exceptions, if a shareholder ceases to be a
wholly owned subsidiary of its current ultimate holding company,
it is a default event which entitles the non-defaulting shareholder
to purchase the defaulting shareholder’s shares for market value.
(g) Funding: while Macarthur is listed, the funding requirements of
Macarthur will be determined by the Macarthur Board subject to
its overriding fiduciary duties. It is proposed that funding will be
sourced first from Macarthur cash reserves, then from unsecured
third party debt, then from PEAMCoal Holdings shareholder
loans and then from share issues. If Macarthur is delisted, the
shareholders agree that funds will not be raised which exceed the
group’s expected 60 day cash requirements.
(h) Distributions: the Shareholders’ Deed sets out the PEAMCoal
Holdings shareholders’ current intention for dividends which are:
• PEAMCoal Holdings and PEAMCoal dividend: for so long as
they are not operating companies, PEAMCoal Holdings and
PEAMCoal will distribute all distributions that each receives,
subject to the directors’ discretion to retain funds to meet
future capital needs and for any other reason or purpose
that the directors consider to be necessary in view of their
fiduciary duties.
• Macarthur dividend: Macarthur will continue to pay a dividend
consistent with its existing practice. The determination of the
dividend will be a matter for the Macarthur Board and will be
subject to the Macarthur directors’ fiduciary duties.
(i)
These above statements are statements of current intentions only
and could change. The decision to pay dividends is subject to
law and the statutory and fiduciary duties of the directors of the
applicable companies.
Offtake arrangements: the Shareholders’ Deed contains
provisions in connection with ArcelorMittal Group’s existing offtake
agreement with a member of the Macarthur Group. It provides
that the agreement will continue in accordance with its terms
and that the parties will use commercially reasonable endeavours
to have the relevant Macarthur Group member and the relevant
ArcelorMittal Group member agree final terms for deliveries during
each pricing period and failing such agreement the ArcelorMittal
36

Group member will be entitled to purchase the same volume of
products on terms no less favourable to the ArcelorMittal Group
member when compared to the terms offered to Macarthur
Group’s other long-term contract customers of comparable term
and annual and total volumes. Appropriate adjustments may need
to be made for, among other things, differences in coal quality
and how freight costs are borne. These arrangements are always
subject to the matters referred to in section 8.3(b).
(j) Marketing and logistics: the Shareholders’ Deed sets out a
number of principles in relation to marketing Macarthur products.
Implementation of these principles is subject to legal restrictions,
including the Corporations Act, any applicable law and while
Macarthur remains listed, the Listing Rules. This may result
in disinterested Macarthur Shareholders needing to approve
implementation of the arrangements. Key principles include:
• new transactions between Macarthur and Peabody Group
members and Macarthur and ArcelorMittal Group members
involving more than 200,000 tonnes (either individually or
cumulatively by multiple identical transactions to subvert that
threshold) will require express written approval of PAC2 and
AM BV2. Any value created by such transactions will be shared
by Macarthur and PAC2 or AM BV2 on arms’ length terms;
• transactions involving less than 200,000 tonnes between
Macarthur and Peabody Group members or Macarthur and
ArcelorMittal Group members which are on at least arms’ length
terms will not require PEAMCoal Holdings shareholder approval;
• the chief marketing officer will be a PAC2 appointee and
AM BV2 will be able to appoint a person to a senior marketing
role, a person to a marketing researcher role and a person to
a technical marketing role;
• any non-standard sales contracts (i.e. term longer than
3 years or annual tonnage is in excess of 1.5 million tonnes
per year or 20% of expected annual production or contract
pricing is less then 85% of budget and/or approved pricing
levels and methodology) will require approval by PAC2 and
AM BV2 directors on the Macarthur Board;
• logistics contracts (port and rail) for new capacity which are
on non-standard terms (i.e. term is greater than 2 years or
total throughput tonnage exceeds 2 million tonnes per year
or logistics contract would result in total capacity being more
than 10% in excess of what is required to achieve current
approved budgets) will require approval by PAC2 and AM BV2
directors on the Macarthur Board; and
• AM BV2 will lose these rights if it ceases to hold at least 20%
of the shares in PEAMCoal Holdings.
(k) Confidentiality: PAC2 and AM BV2 have agreed confidentiality
protocols to protect against the disclosure of commercially
sensitive information to parts of the PEAMCoal Holdings
Shareholder group which is involved in the business of consuming
coal. The confidentiality protocols contemplate information
barriers being put in place or the redaction of commercially
sensitive information.
10.4 Pre-Bid Acceptance Deed
AM and PEAMCoal have entered into a Pre-Bid Acceptance Deed.
A draft of the Pre-Bid Acceptance Deed was released to the ASX on
13 July 2011 and is available at www.asx.com.au. The final version of
the Pre-Bid Acceptance Deed as entered into between the parties was
not different from the version released to the ASX on 13 July 2011. The
key terms of the Pre-Bid Acceptance Deed are that AM will procure:
• the acceptance of the Offer in respect of the 48,552,062
Shares it owns by no later than the second Business Day
after the date on which PEAMCoal notifies the ASX that it has
a Relevant Interest in, and the acceptance collection agent
under any institutional acceptance facility relating to the Offer
has received acceptance instructions in respect of the Offer
for, at least 50.01% of the Shares (including the 48,552,062
Shares); and
• that, once accepted, the above acceptance not be
withdrawn, even if the acceptance may be withdrawn by law,
under the terms of the Offer or otherwise.
10.5 Deed of Guarantee
Peabody Energy, PAC2, ArcelorMittal, AM, AM BV2 and PEAMCoal
Holdings have entered into a Deed of Guarantee. A draft of the
Deed of Guarantee was released to the ASX on 13 July 2011 and
is available at www.asx.com.au. The final version of the Deed of
Guarantee as entered into between the parties was not materially
different from the version released to the ASX on 13 July 2011.
The key terms of the Deed of Guarantee are that:
• Peabody Energy guarantees to AM and AM BV2, the
obligations of PAC2 under the Co-operation and Contribution
Agreement and the Shareholders’ Deed; and
• ArcelorMittal guarantees to PAC2 and PEAMCoal Holdings,
the obligations of AM and AM BV2 under the Co-operation
and Contribution Agreement, the Shareholders’ Deed and the
Pre-Bid Acceptance Deed.
10.6 Macarthur dividends
Under the terms of the Offer, Macarthur may announce, declare or
pay the Permitted FY11 Dividend without any reduction being made
by PEAMCoal to the Offer price.
If Macarthur announces, declares or pays:
• any dividend or distribution (other than the Permitted FY11
Dividend), PEAMCoal will be entitled to reduce the Offer price
by the amount of any such dividend or distribution; and
• any dividend or distribution (other than the Permitted FY11
Dividend, any Permitted Other Dividend or any dividend
or distribution announced, declared or paid with the prior
written consent of PEAMCoal), PEAMCoal will have a right to
withdraw the Offer as this will trigger the defeating condition
contained in section 11.7(i)(12).
10.7 Broker handling fee arrangements
As at the date of this Bidder’s Statement, PEAMCoal had not made a
decision as to whether to offer to pay a commission to brokers who
solicit acceptances of the Offer by a Macarthur Shareholder. However,
PEAMCoal reserves the right to introduce such an arrangement.
10.8 Institutional acceptance facility
As at the date of this Bidder’s Statement, PEAMCoal had not made a
decision as to whether to introduce an institutional acceptance facility
in connection with the Offer. However, PEAMCoal reserves the right to
introduce such a facility.
10.9 Date for determining holders of
Macarthur Shares
For the purposes of section 633 of the Corporations Act, the date
for determining the people to whom information is to be sent under
items 6 and 12 of subsection 633(1) is the Register Date.
10.10 Interests in Shares
As at the date of this Bidder’s Statement:
• PEAMCoal’s Voting Power in Macarthur was approximately
16.1%; and
• PEAMCoal had a Relevant Interest in 48,552,062 Shares.
37

As at the date of the Offer:
• PEAMCoal’s Voting Power in Macarthur was 16.1%; and
• PEAMCoal had a Relevant Interest in 48,552,062 Shares.
10.11 Dealing in Shares
Neither PEAMCoal nor any Associate of PEAMCoal has provided,
or agreed to provide, consideration for Shares under any
purchase or agreement during the 4 months before the date
of this Bidder’s Statement, other than in relation to the Pre-Bid
Acceptance Deed.
Neither PEAMCoal nor any Associate of PEAMCoal has provided,
or agreed to provide, consideration for Shares under any purchase
or agreement during the period starting on the date of this
Bidder’s Statement and end on the date immediately before the date
of the Offer.
10.12 Pre-Offer benefits
During the period of 4 months before the date of this Bidder’s
Statement, neither PEAMCoal nor any Associate of PEAMCoal gave,
or offered to give, or agreed to give a benefit to another person which
was likely to induce the other person, or an Associate of the other
person, to:
• accept the Offer; or
• dispose of Shares,
and which is not offered to all holders of Shares under the Offer.
During the period from the date of this Bidder’s Statement to the date
before the date of the Offer, neither PEAMCoal nor any Associate
of PEAMCoal gave, or offered to give, or agreed to give a benefit to
another person which was likely to induce the other person, or an
Associate of the other person, to:
• accept the Offer; or
• dispose of Shares,
and which is not offered to all holders of Shares under the Offer.
10.13 No escalation agreements
Neither PEAMCoal nor any Associate of PEAMCoal has entered into
any escalation agreement that is prohibited by section 622 of the
Corporations Act.
10.14 Conditions
PEAMCoal will consider what defeating conditions, such as the
change of control condition in section 11.7(h), may be triggered
by the Offer after reviewing Macarthur’s commentary in its target’s
statement in relation to the conditions as well as any subsequent
disclosures by Macarthur as to what third party consents Macarthur
has obtained during the Offer Period, before making any decision to
rely on such conditions or free the Offer from such conditions.
10.15 Consents to be named
This Bidder’s Statement contains statements made by, or statements
said to be based on statements made by, Peabody Energy, PAC2
and PEAMCoal Holdings. Peabody Energy, PAC2 and PEAMCoal
Holdings have each consented to the inclusion of each statement
it has made, and each statement which is said to be based on
a statement it has made, in the form and context in which the
statements appear and each of Peabody Energy, PAC2 and
PEAMCoal Holdings have not withdrawn that consent as at the date
of this Bidder’s Statement.
This Bidder’s Statement contains statements made by, or statements
said to be based on statements made by, ArcelorMittal, AM BV2
and the Relevant ArcelorMittal Directors, those statements being
the ArcelorMittal Information. ArcelorMittal, AM BV2 and each
Relevant ArcelorMittal Director has consented to the inclusion of
the ArcelorMittal Information in the form and context in which it
appears and has not withdrawn that consent as at the date of
this Bidder’s Statement. ArcelorMittal, AM BV2 and the Relevant
ArcelorMittal Directors take no responsibility for any other part of the
Bidder’s Statement.
UBS has given, and not withdrawn before the lodgement of this
Bidder’s Statement with ASIC, its written consent to be named in this
Bidder’s Statement as Peabody Energy’s Australian financial adviser
in the form and context in which it is so named. UBS has not caused
or authorised the issue of this Bidder’s Statement, does not make
or purport to make any statement in this Bidder’s Statement or any
statement on which a statement in this Bidder’s Statement is based
and takes no responsibility for any part of this Bidder’s Statement
other than any reference to its name.
Merrill Lynch International (Australia) Limited has given, and not
withdrawn before the lodgement of this Bidder’s Statement with
ASIC, its written consent to be named in this Bidder’s Statement as
Peabody Energy’s Australian financial adviser in the form and context
in which it is so named. Merrill Lynch International (Australia) Limited
has not caused or authorised the issue of this Bidder’s Statement,
does not make or purport to make any statement in this Bidder’s
Statement or any statement on which a statement in this Bidder’s
Statement is based and takes no responsibility for any part of this
Bidder’s Statement other than any reference to its name.
Morgan Stanley Australia Securities Limited has given, and not
withdrawn before the lodgement of this Bidder’s Statement with
ASIC, its written consent to be named in this Bidder’s Statement as
Peabody Energy’s Australian financial adviser in the form and context
in which it is so named. Morgan Stanley Australia Securities Limited
has not caused or authorised the issue of this Bidder’s Statement,
does not make or purport to make any statement in this Bidder’s
Statement or any statement on which a statement in this Bidder’s
Statement is based and takes no responsibility for any part of this
Bidder’s Statement other than any reference to its name.
Royal Bank of Canada, Sydney Branch has given, and not withdrawn
before the lodgement of this Bidder’s Statement with ASIC, its written
consent to be named in this Bidder’s Statement as ArcelorMittal’s
Australian financial adviser in the form and context in which it is so
named. Royal Bank of Canada, Sydney Branch has not caused or
authorised the issue of this Bidder’s Statement, does not make or
purport to make any statement in this Bidder’s Statement or any
statement on which a statement in this Bidder’s Statement is based
and takes no responsibility for any part of this Bidder’s Statement
other than any reference to its name.
Freehills has given, and not withdrawn before the lodgement of this
Bidder’s Statement with ASIC, its written consent to be named in this
Bidder’s Statement as Peabody Energy’s Australian legal adviser in
the form and context in which it is so named. Freehills has not caused
or authorised the issue of this Bidder’s Statement, does not make
or purport to make any statement in this Bidder’s Statement or any
statement on which a statement in this Bidder’s Statement is based
and takes no responsibility for any part of this Bidder’s Statement
other than any reference to its name.
Mallesons Stephen Jaques has given, and not withdrawn before
the lodgement of this Bidder’s Statement with ASIC, its written
consent to be named in this Bidder’s Statement as ArcelorMittal’s
Australian legal adviser in the form and context in which it is so
named. Mallesons Stephen Jaques has not caused or authorised
the issue of this Bidder’s Statement, does not make or purport to
38

make any statement in this Bidder’s Statement or any statement on
which a statement in this Bidder’s Statement is based and takes no
responsibility for any part of this Bidder’s Statement other than any
reference to its name.
Link Market Services Limited has given, and not withdrawn before the
lodgement of this Bidder’s Statement with ASIC, its written consent
to be named in this Bidder’s Statement as share registrar in the form
and context in which it is so named. Link Market Services Limited has
not caused or authorised the issue of this Bidder’s Statement, does
not make or purport to make any statement in this Bidder’s Statement
and takes no responsibility for any part of this Bidder’s Statement
other than any reference to its name.
This Bidder’s Statement includes statements which are made in,
or based on statements made in, documents lodged with ASIC or
given to ASX. Under the terms of ASIC Class Order 01/1543, the
parties making those statements are not required to consent to,
and have not consented to, inclusion of those statements in this
Bidder’s Statement. If you would like to receive a copy of any of those
documents, or the relevant parts of the documents containing the
statements, free of charge, during the Bid Period, please contact
Link Market Services Limited on 1800 992 039 (for callers within
Australia) or +61 2 8280 7692 (for callers outside Australia). Calls to
this number may be recorded.
In addition, as permitted by ASIC Class Order 07/429, this Bidder’s
Statement contains security trading data sourced from IRESS without
its consent.
In addition, as permitted by ASIC Class Order 03/635, this Bidder’s
Statement may include or be accompanied by certain statements:
• fairly representing a statement by an official person; or
• from a public official document or a published book, journal or
comparable publication.
If Macarthur disagrees with the opinions expressed in the previous
paragraph, it will have the opportunity to disclose the relevant
information in its target’s statement.
10.18 Other material information
Except as disclosed elsewhere in this Bidder’s Statement, there is no
other material information that is:
• material to the making of a decision by a Macarthur Shareholder
whether or not to accept the Offer; and
• known to PEAMCoal, which has not previously been disclosed to
Macarthur Shareholders.
10.16 Social security and superannuation
implications of Offer
Acceptance of the Offer may have implications under your
superannuation arrangements or on your social security entitlements.
If in any doubt, you should seek specialist advice.
10.17 Due diligence
For the purpose of confirming its assessment whether or not to
acquire all or some of the Shares, Peabody Energy and ArcelorMittal
spoke with senior management of the Macarthur Group and were
given access by Macarthur to limited information concerning
the Macarthur Group which has not been disclosed generally to
Macarthur Shareholders. Much of the information was reviewed over
a short timeframe and was limited by confidentiality constraints.
The information obtained by Peabody Energy and ArcelorMittal was
made available to PEAMCoal. None of the information to which
Peabody Energy and ArcelorMittal were given access, is, in the
opinion of PEAMCoal, Peabody Energy and ArcelorMittal of such a
nature and quality which if the information were generally available,
a reasonable person would expect to have a material effect on the
price or value of the Shares or, in the opinion of PEAMCoal, Peabody
Energy and ArcelorMittal and except as disclosed in this Bidder’s
Statement, would otherwise be material to a decision by a Macarthur
Shareholder whether or not to accept the Offer. However the fact
that PEAMCoal’s decision to make the Offer was confirmed by its
discussions with senior management and its review of the information
to which it had access, may itself be regarded as information material
to the decision of a Macarthur Shareholder whether or not to accept
the Offer.
39

11 The terms and conditions of the Offer
11.1 Offer
(a) PEAMCoal offers to acquire any or all of Your Shares on and
subject to the terms and conditions set out in this section 11 of
this Bidder’s Statement. If you accept this Offer for some of Your
Shares by specifying that number on your Acceptance Form,
you may still accept the Offer for the balance of Your Shares at
any time during the Offer Period.
(b) The consideration under the Offer is A$15.50 per Share.
(c) By accepting this Offer, you undertake to transfer to PEAMCoal
not only the Relevant Shares but also all Rights attached to
those Shares (see section 11.5(c)(6) and section 11.6(c)).
(d) This Offer is being made to each person registered as the
holder of Shares in the Macarthur Register at close of business
(Brisbane time) on the Register Date. It also extends to:
(1) holders of securities that come to be Shares during the
period from the Register Date to the end of the Offer
Period due to the conversion of, or exercise of rights
conferred by, such securities and which are on issue as at
the Register Date; and
(2) any person who becomes registered as the holder of Your
Shares during the Offer Period.
(e)
If, at the time the Offer is made to you, or at any time during the
Offer Period, another person is, or is entitled to be, registered as
the holder of some or all of Your Shares, then:
(1) a corresponding offer on the same terms and conditions
as this Offer will be deemed to have been made to that
other person in respect of those Shares;
(2) a corresponding offer on the same terms and conditions
as this Offer will be deemed to have been made to you in
respect of any other Shares you hold to which the Offer
relates; and
(3) the Offer to you will be deemed to have been withdrawn
immediately at that time in respect of those Shares.
(f) If at any time during the Offer Period you are registered or
entitled to be registered as the holder of one or more parcels
of Shares as trustee or nominee for, or otherwise on account
of, another person, you may accept as if a separate offer on
the same terms and conditions as this Offer had been made
in relation to each of those distinct parcels and any parcel you
hold in your own right. To validly accept the Offer for each
parcel, you must comply with the procedure in section 653B(3)
of the Corporations Act. If, for the purposes of complying with
that procedure, you require additional copies of this Bidder’s
Statement and/or the Acceptance Form, please call Link Market
Services Limited on 1800 992 039 (for callers within Australia) or
+61 2 8280 7692 (for callers outside Australia) to request those
additional copies.
(g) If Your Shares are registered in the name of a broker, investment
dealer, bank, trust company or other nominee you should
contact that nominee for assistance in accepting the Offer.
(h) The Offer is dated 18 August 2011.
11.2 Offer Period
(a) Unless withdrawn, the Offer will remain open for acceptance
during the period commencing on the date of this Offer and
ending at 7.00pm (Brisbane time) on the later of:
(1) 20 September 2011; or
(2) any date to which the Offer Period is extended.
(b)
(c)
PEAMCoal reserves the right, exercisable in its sole discretion,
to extend the Offer Period in accordance with the Corporations
Act.
If, within the last 7 days of the Offer Period, either of the
following events occur:
(1) the Offer is varied to improve the consideration offered; or
(2) PEAMCoal’s Voting Power in Macarthur increases to more
than 50%,
then the Offer Period will be automatically extended so that
it ends 14 days after the relevant event in accordance with
section 624(2) of the Corporations Act.
11.3 How to accept this Offer
(a) General
(1) Subject to sections 11.1(e) and 11.1(f), you may accept
this Offer for all of Your Shares or for any number of Your
Shares.
(2) You may accept this Offer at any time during the Offer
Period.
(b)
(c)
(d)
Shares held in your name on Macarthur’s issuer
sponsored subregister
To accept this Offer for Shares held in your name on Macarthur’s
issuer sponsored subregister (in which case your Securityholder
Reference Number will commence with ‘I’), you must:
(1) complete and sign the Acceptance Form in accordance
with the terms of this Offer and the instructions on the
Acceptance Form; and
(2) ensure that the Acceptance Form (including any
documents required by the terms of this Offer and the
instructions on the Acceptance Form) is received before
the end of the Offer Period, at the delivery address
specified on the Acceptance Form.
Shares held in your name in a CHESS Holding
(1) If Your Shares are held in your name in a CHESS Holding
(in which case your Holder Identification Number will
commence with ‘X’) and you are not a Participant, you
should instruct your Controlling Participant (this is normally
the stockbroker through whom you bought Your Shares
or through whom you ordinarily acquire shares on the
ASX) to initiate acceptance of this Offer on your behalf
in accordance with Rule 14.14 of the ASX Settlement
Operating Rules before the end of the Offer Period.
(2) If Your Shares are held in your name in a CHESS Holding
(in which case your Holder Identification Number will
commence with ‘X’) and you are a Participant, you should
initiate acceptance of this Offer in accordance with rule
14.14 of the ASX Settlement Operating Rules before the
end of the Offer Period.
(3) Alternatively, to accept this Offer for Your Shares held in
your name in a CHESS Holding (in which case your Holder
Identification Number will commence with ‘X’), you may
sign and complete the Acceptance Form in accordance
with the terms of this Offer and the instructions on the
Acceptance Form and ensure that it (including any
documents required by the terms of this Offer and the
instructions on the Acceptance Form) is received before
the end of the Offer Period, at the delivery address
specified on the Acceptance Form.
(4) If Your Shares are held in your name in a CHESS Holding
(in which case your Holder Identification Number will
commence with ‘X’), you must comply with any other
applicable ASX Settlement Operating Rules.
Acceptance Form and other documents
(1) The Acceptance Form forms part of the Offer.
(2) If your Acceptance Form (including any documents
required by the terms of this Offer and the instructions
on the Acceptance Form) is returned by post, for your
acceptance to be valid you must ensure that they are
posted or delivered in sufficient time for them to be
40

eceived by PEAMCoal at the delivery address specified on
the Acceptance Form before the end of the Offer Period.
(3) When using the Acceptance Form to accept this Offer in
respect of Shares in a CHESS Holding, you must ensure
that the Acceptance Form (and any documents required
by the terms of this Offer and the instruction on the
Acceptance Form) are received by PEAMCoal in time for
PEAMCoal to instruct your Controlling Participant to initiate
acceptance of this Offer on your behalf in accordance with
Rule 14.14 of the ASX Settlement Operating Rules before
the end of the Offer Period.
(4) If you have agreed prior arrangements with PEAMCoal
to return your Acceptance Form by facsimile, and your
Acceptance Form (including any documents required
by the terms of this Offer and the instructions on the
Acceptance Form) is returned by facsimile, it will be
deemed to be received in time if the facsimile transmission
is received (evidenced by a confirmation of successful
transmission) before the end of the Offer Period, but
you will not be entitled to receive the consideration to
which you are entitled, until your original Acceptance
Form (including any documents required by the terms
of this Offer and the instructions on the Acceptance
Form) is received at one of the addresses shown on the
Acceptance Form.
(5) The postage and transmission of the Acceptance Form
and other documents is at your own risk.
11.4 Validity of acceptances
(a)
(b)
(c)
(d)
(e)
Subject to this section 11.4, your acceptance of the Offer will
not be valid unless it is made in accordance with the procedures
set out in section 11.3.
PEAMCoal will determine, in its sole discretion, all questions
as to the form of documents, eligibility to accept the Offer
and time of receipt of an acceptance of the Offer. PEAMCoal
is not required to communicate with you prior to making this
determination. The determination of PEAMCoal will be final and
binding on all parties.
Notwithstanding sections 11.3(b), 11.3(c) and 11.3(d),
PEAMCoal may, in its sole discretion, at any time and without
further communication to you, deem any Acceptance Form it
receives to be a valid acceptance in respect of the Relevant
Shares, even if a requirement for acceptance has not been
complied with, but the payment of the consideration in
accordance with the Offer may be delayed until any irregularity
has been resolved or waived and any other documents required
to procure registration have been received by PEAMCoal.
Where you have satisfied the requirements for acceptance in
respect of only some of Your Shares, PEAMCoal may, in its sole
discretion, regard the Offer to be accepted in respect of those of
Your Shares but not the remainder.
PEAMCoal will provide the consideration to you in accordance
with section 11.6, in respect of any part of an acceptance
determined by PEAMCoal to be valid.
11.5 The effect of acceptance
(a) Once you have accepted this Offer, you will be able to
revoke your acceptance at any time while the condition in
section 11.7(a) (FIRB) remains unfulfilled. When the condition
in section 11.7(a) (FIRB) has been fulfilled you will be unable
to revoke your acceptance, the contract resulting from your
acceptance will be binding on you and you will be unable to
withdraw the Relevant Shares from the Offer or otherwise
dispose of the Relevant Shares, except as follows:
(b)
(c)
(1) if, by the relevant times specified in section 11.5(b),
the conditions in section 11.7 have not all been fulfilled
or freed, this Offer will automatically terminate and the
Relevant Shares will be returned to you; or
(2) if the Offer Period is extended for more than one month
and, at the time, this Offer is subject to one or more of the
conditions in section 11.7, you may be able to withdraw
your acceptance and the Relevant Shares in accordance
with section 650E of the Corporations Act. A notice will be
sent to you at the time explaining your rights in this regard.
The relevant times for the purposes of section 11.5(a)(1) are:
(1) in relation to the condition in section 11.7(g) (No prescribed
occurrences), the end of the third Business Day after the
end of the Offer Period; and
(2) in relation to all other conditions in section 11.7, the end of
the Offer Period.
By signing and returning the Acceptance Form, or otherwise
accepting this Offer pursuant to section 11.3, you will be
deemed to have:
(1) accepted this Offer (and any variation of it) in respect
of, and, subject to all of the conditions to this Offer in
section 11.7 being fulfilled or freed, agreed to transfer to
PEAMCoal, the Relevant Shares, subject to section 11.1(e)
and section 11.1(f);
(2) represented and warranted to PEAMCoal, as a
fundamental condition going to the root of the contract
resulting from your acceptance, that at the time of
acceptance, and the time the transfer of the Relevant
Shares (including any rights) to PEAMCoal is registered,
that all the Relevant Shares are and will be free from all
mortgages, charges, liens, encumbrances and adverse
interests of any nature (whether legal or otherwise) and
free from restrictions on transfer of any nature (whether
legal or otherwise), that you have full power and capacity
to accept this Offer and to sell and transfer the legal and
beneficial ownership in the Relevant Shares (including any
Rights) to PEAMCoal, and that you have paid to Macarthur
all amounts which at the time of acceptance have fallen
due for payment to Macarthur in respect of the Relevant
Shares;
(3) irrevocably authorised PEAMCoal (and any director,
secretary, agent or nominee of PEAMCoal) to alter the
Acceptance Form on your behalf by inserting correct
details relating to the Relevant Shares, filling in any
blanks remaining on the form and rectifying any errors or
omissions as may be considered necessary by PEAMCoal
to make it an effective acceptance of this Offer or to
enable registration of the Relevant Shares in the name of
PEAMCoal;
(4) if you signed the Acceptance Form in respect of Shares
which are held in a CHESS Holding, irrevocably authorised
PEAMCoal (or any director, secretary, agent or nominee
of PEAMCoal) to instruct your Controlling Participant to
initiate acceptance of this Offer in respect of the Relevant
Shares in accordance with Rule 14.14 of the ASX
Settlement Operating Rules;
(5) if you signed the Acceptance Form in respect of Shares
which are held in a CHESS Holding, irrevocably authorised
PEAMCoal (or any director, secretary, agent or nominee
of PEAMCoal) to give any other instructions in relation to
the Relevant Shares to your Controlling Participant, as
determined by PEAMCoal acting in its own interests as a
beneficial owner and intended registered holder of those
Shares;
(6) irrevocably authorised and directed Macarthur to pay
to PEAMCoal, or to account to PEAMCoal for, all
41

Rights in respect of the Relevant Shares, subject, if
this Offer is withdrawn and the contract arising from
your acceptance of the Offer had not become or been
declared unconditional before the Offer was withdrawn, to
PEAMCoal accounting to you for any such Rights received
by PEAMCoal;
(7) irrevocably authorised PEAMCoal to notify Macarthur on
your behalf that your place of address for the purpose of
serving notices upon you in respect of the Relevant Shares
is the address specified by PEAMCoal in the notification;
(8) with effect from the time and date on which all the
conditions to this Offer in section 11.7 have been fulfilled or
freed, to have irrevocably appointed PEAMCoal (and any
director, secretary or nominee of PEAMCoal) severally from
time to time as your true and lawful attorney to exercise
all your powers and rights in relation to the Relevant
Shares, including (without limitation) powers and rights
to requisition, convene, attend and vote in person, by
proxy or by body corporate representative, at all general
meetings and all court-convened meetings of Macarthur
and to request Macarthur to register, in the name of
PEAMCoal or its nominee, the Relevant Shares, as
appropriate, with full power of substitution (such power of
attorney, being coupled with an interest, being irrevocable);
(9) with effect from the date on which all the conditions to
this Offer in section 11.7 have been fulfilled or freed, to
have agreed not to attend or vote in person, by proxy or
by body corporate representative at any general meeting
or court-convened meeting of Macarthur or to exercise or
purport to exercise any of the powers and rights conferred
on PEAMCoal (and its directors, secretaries and nominees)
in section 11.5(c)(8);
(10) agreed that in exercising the powers and rights conferred
by the powers of attorney granted under section 11.5(c)
(8), the attorney will be entitled to act in the interests of
PEAMCoal as the beneficial owner and intended registered
holder of the Relevant Shares;
(11) agreed to do all such acts, matters and things that
PEAMCoal may require to give effect to the matters the
subject of this section 11.5(c) (including the execution
of a written form of proxy to the same effect as this
section 11.5(c) which complies in all respects with the
requirements of the constitution of Macarthur) if requested
by PEAMCoal;
(12) agreed to indemnify PEAMCoal in respect of any claim or
action against it or any loss, damage or liability whatsoever
incurred by it as a result of you not producing your Holder
Identification Number or Security Holder Reference
Number or in consequence of the transfer of the Relevant
Shares to PEAMCoal being registered by Macarthur
without production of your Holder Identification Number or
your Security Holder Reference Number for the Relevant
Shares;
(13) represented and warranted to PEAMCoal that, unless
you have notified it in accordance with section 11.1(f),
the Relevant Shares do not consist of separate parcels of
Shares;
(14) irrevocably authorised PEAMCoal (and any nominee) to
transmit a message in accordance with Rule 14.17 of the
ASX Settlement Operating Rules to transfer the Relevant
Shares to PEAMCoal’s Takeover Transferee Holding,
regardless of whether it has paid the consideration due to
you under this Offer; and
(15) agreed, subject to the conditions of this Offer in section
11.7 being fulfilled or freed, to execute all such documents,
transfers and assurances, and do all such acts, matters
and things that PEAMCoal may consider necessary or
desirable to convey the Relevant Shares registered in your
(d)
name and Rights to PEAMCoal.
The undertakings and authorities referred to in section 11.5(c)
will remain in force after you receive the consideration for the
Relevant Shares and after PEAMCoal becomes registered as the
holder of the Relevant Shares.
11.6 Payment of consideration
(a)
(b)
(c)
(d)
Subject to section 11.4(b) and this section 11.6 and the
Corporations Act, PEAMCoal will provide the consideration due
to you for the Relevant Shares on or before the earlier of:
(1) one month after the date of your acceptance or, if this
Offer is subject to a defeating condition when you accept
this Offer, within one month after this Offer becomes
unconditional; and
(2) 21 days after the end of the Offer Period.
Where the Acceptance Form requires an additional document
to be delivered with your Acceptance Form (such as a power
of attorney):
(1) if that document is given with your Acceptance Form,
PEAMCoal will provide the consideration in accordance
with section 11.6(a);
(2) if that document is given after your Acceptance Form
and before the end of the Offer Period while this Offer is
subject to a defeating condition, PEAMCoal will provide
the consideration due to you on or before the earlier of one
month after this Offer becomes unconditional and 21 days
after the end of the Offer Period;
(3) if that document is given after your Acceptance Form and
before the end of the Offer Period while this Offer is not
subject to a defeating condition, PEAMCoal will provide
the consideration due to you on or before the earlier of one
month after that document is given and 21 days after the
end of the Offer Period; and
(4) if that document is given after your Acceptance Form
and after the end of the Offer Period, and the Offer is not
subject to a defeating condition, PEAMCoal will provide
the consideration within 21 days after that document is
delivered. However, if at the time the document is given,
the Offer is still subject to a defeating condition that relates
only to the happening of an event or circumstance referred
to in section 652C(1) or (2) of the Corporations Act,
PEAMCoal will provide the consideration due to you within
21 days after the Offer becomes unconditional.
If you do not provide PEAMCoal with the required additional
documents within one month after the end of the Offer Period,
PEAMCoal may, in its sole discretion, rescind the contract
resulting from your acceptance of this Offer.
If you accept this Offer, PEAMCoal is entitled to all Rights in
respect of the Relevant Shares. PEAMCoal may require you to
provide all documents necessary to vest title to those Rights in
PEAMCoal, or otherwise to give it the benefit or value of those
Rights. If you do not give those documents to PEAMCoal, or if
you have received or are entitled to receive the benefit of those
Rights, PEAMCoal will deduct from the consideration otherwise
due to you the amount (or value, as reasonably assessed
by PEAMCoal) of those Rights, together with the value (as
reasonably assessed by PEAMCoal) of the franking credits, if
any, attached to the Rights.
The consideration payable by PEAMCoal to you under the Offer
will be paid to you by cheque in Australian currency. Cheques
will be posted to you at your risk by ordinary mail (or in the case
of overseas shareholders, by airmail) to either:
(1) the address as shown on your Acceptance Form; or
(2) the address as shown on the latest version of the
42

(e)
Macarthur register of members (as obtained by
PEAMCoal).
If at the time you accept the Offer any of the following:
(1) Banking (Foreign Exchange) Regulations 1959 (Cth);
(2) any regulations made under the Anti-Money Laundering
And Counter-Terrorism Financing Act 2006 (Cth);
(3) Charter of the United Nations Act 1945 (Cth) or any
regulations made thereunder; or
(4) any other law of Australia,
require that an authority, clearance or approval of the Reserve
Bank of Australia, the Australian Taxation Office or any other
government authority be obtained before you receive any
consideration for the Relevant Shares, or would make it
unlawful for PEAMCoal to provide any consideration to you
for the Relevant Shares, you will not be entitled to receive
any consideration for the Relevant Shares until all requisite
authorities, clearances or approvals have been received by
PEAMCoal. As far as PEAMCoal is aware, as at the date of
this Bidder’s Statement, the persons to whom this section
11.6(e) will apply include: prescribed supporters of the former
government of the Former Federal Republic of Yugoslavia;
ministers and senior officials of the Government of Zimbabwe,
as well as others associated with the Mugabe regime in
Zimbabwe; persons and supporters associated with the
Burmese regime; persons and entities responsible for, or
involved in, human rights abuses in Syria; entities associated
with the Democratic People’s Republic of Korea (North
Korea); persons and entities associated with Iran; certain key
persons and entities associated with the Qadhafi regime in
Libya; persons associated with the former government of Iraq
(including senior officials, immediate family members of senior
officials, or an entity controlled by any of those persons); the
Taliban; members of the Al Qaida organisation; persons and
entities from Côte d’Ivoire, the Democratic Republic of the
Congo, Eritrea, Lebanon, Liberia, Somalia, Sudan, Rwanda
and Sierra Leone; and a person named in the list maintained
pursuant to paragraph 2 of Resolution 1390 of the Security
Council of the United Nations.
11.7 Conditions of this Offer
Subject to section 11.8, the completion of this Offer and any contract
that results from an acceptance of this Offer, are subject to the
fulfilment of the conditions set out below:
(a) FIRB
Before the end of the Offer Period, one of the following occurs:
(1) PEAMCoal receiving notice from, or on behalf of, the
Australian Treasurer to the effect that there is no objection
under the Commonwealth Government’s foreign
investment policy or under the FATA to the acquisition by
PEAMCoal of the Shares under the Offer and that notice is
not subject to any condition;
(2) the period provided under the FATA during which the
Australian Treasurer may make an order under section 18
or an interim order under section 22 of the FATA prohibiting
the acquisition by PEAMCoal of the Shares under the Offer
elapsing, without such an order being made; or
(3) if an interim order prohibiting the acquisition of the Shares
by PEAMCoal under the Offer is made by the Australian
Treasurer under section 22 of the FATA, the subsequent
period for making a final order prohibiting the acquisition
elapsing, without such a final order being made.
(b)
Other regulatory approvals
Before the end of the Offer Period, all waiting periods applicable
under any Relevant Law shall have expired or terminated and all
(c)
(d)
(e)
(f)
approvals or consents that are required by law, regulation or by
any Public Authority, whether in Australia or elsewhere, as are
necessary to permit:
(1) the Offer to be lawfully made to and accepted by
the Shareholders;
(2) the Takeover Bid to be completed;
(3) the continued operation of Macarthur’s businesses and
required as a result of the Offer; or
(4) any member of the Macarthur Group to carry on its
business, are granted, given, made or obtained on an
unconditional basis, remain in full force and effect in all
respects, and do not become subject to any notice,
intimation or indication of intention to revoke, suspend,
restrict, modify or not renew the same.
No regulatory action
Between the Announcement Date and the end of the Offer
Period (each inclusive):
(1) there is not in effect any preliminary or final decision, order
or decree issued by any Public Authority;
(2) no action or investigation is announced, commenced or
threatened by any Public Authority; and
(3) no application is made to any Public Authority (other
than by PEAMCoal or any Associate of PEAMCoal), in
consequence of or in connection with the Offer (other
than an application to, or a decision or order of, ASIC
or the Takeovers Panel in exercise of the powers and
discretions conferred by the Corporations Act) which
restrains, prohibits or impedes, or threatens to restrain,
prohibit or impede, or materially impact upon, the making
of the Offers and the completion of the Takeover Bid or
which requires the divestiture by PEAMCoal of any Shares
or any material assets of Macarthur or any Subsidiary
of Macarthur.
Minimum acceptance
At the end of the Offer Period, PEAMCoal has a Relevant
Interest in at least 50.01% of the Shares (on a fully diluted basis).
Monto litigation and MDL 162 Litigation
(1) Between the Announcement Date and the end of the Offer
Period (each inclusive), there is not in effect any preliminary
or final decision, order, direction or decree issued by any
Court, or any compromise or settlement, in consequence
of or in connection with the Monto Claims, in each case
which has had or would be reasonably likely to have a
material adverse effect on the business, assets, liabilities,
financial or trading position, profitability or prospects of the
Macarthur Group taken as a whole.
(2) Between the Announcement Date and the end of the Offer
Period (each inclusive), there is not in effect any preliminary
or final decision, order, direction or decree issued by any
Court, or any compromise or settlement, in consequence
of or in connection with the MDL 162 Litigation, in each
case which has had or would be reasonably likely to have
a material adverse effect on the business, assets, liabilities,
financial or trading position, profitability or prospects of the
Macarthur Group taken as a whole.
No material adverse change
(1) Between the Announcement Date and the end of the Offer
Period (each inclusive), none of the following occurs:
(A) an event, change, condition, matter or thing occurs
or will or is reasonably likely to occur;
(B) information is disclosed or announced by Macarthur
concerning any event, change, condition, matter or
thing; or
(C) information concerning any event, change, condition,
43

(g)
matter or thing becomes known to PEAMCoal
(whether or not becoming public), (each of (A),
(B) and (C), a Specified Event) which, whether
individually or when aggregated with all such events,
changes, conditions, matters or things of a like kind,
has had or would be considered reasonably likely
to have:
(D) a material adverse effect on the business, assets,
liabilities, financial or trading position, profitability or
prospects of the Macarthur Group taken as a whole; or
(E) without limiting the generality of section 11.7(f)(1)(D):
(i) the effect of a diminution in the value of the
consolidated net assets of the Macarthur
Group, taken as a whole, by at least A$250
million against what it would reasonably have
been expected to have been but for such
Specified Event;
(ii) the effect of a diminution in the consolidated net
profit after tax of the Macarthur Group, taken as
a whole, by at least A$25 million in any financial
year for the Macarthur Group against what they
would reasonably have been expected to have
been but for such Specified Event; or
(iii) the effect of preventing the Macarthur Group
from operating any one or more of the existing
mines of the Macarthur Group for a period of
three months or longer or from completing any
of its material development activities.
(2) For the purposes of section 11.7(f)(1), PEAMCoal shall
not be taken to know of information concerning any
event, change, condition, matter or thing before the
Announcement Date, unless PEAMCoal knows or ought
reasonably to have known (having regard to the information
actually known by PEAMCoal and, the information
disclosed by Macarthur in its public filings with the ASX, in
each case before the Announcement Date), of the extent or
magnitude of the event, change, condition, matter or thing.
No prescribed occurrences
Between the Announcement Date and the date 3 Business
Days after the end of the Offer Period (each inclusive), none of
the following prescribed occurrences happen:
(1) Macarthur converts all or any of its Shares into a larger or
smaller number of Shares;
(2) Macarthur or a Subsidiary of Macarthur (which is not a
directly or indirectly wholly owned Subsidiary) resolves to
reduce its share capital in any way;
(3) Macarthur or a Subsidiary of Macarthur (which is not a
directly or indirectly wholly owned Subsidiary):
(A) enters into a buy-back agreement; or
(B) resolves to approve the terms of a buy-back
agreement under section 257C(1) or 257D(1) of the
Corporations Act;
(4) Macarthur or a Subsidiary of Macarthur issues shares
or grants an option over its shares, or agrees to make
such an issue or grant such an option, in each case other
than Shares issued or agreed to be issued in the ordinary
course of business under employee or director share
plans;
(5) Macarthur or a Subsidiary of Macarthur issues, or agrees
to issue, convertible notes;
(6) Macarthur or a Subsidiary of Macarthur disposes, or
agrees to dispose, of the whole, or a substantial part, of its
business or property;
(7) Macarthur or a Subsidiary of Macarthur charges, or agrees
to charge, the whole, or a substantial part, of its business
or property;
(h)
(i)
(8) Macarthur or a Subsidiary of Macarthur resolves to be
wound up;
(9) the appointment of a liquidator or provisional liquidator of
Macarthur or a Subsidiary of Macarthur;
(10) a court makes an order for the winding up of Macarthur or
a Subsidiary of Macarthur;
(11) an administrator of Macarthur, or a Subsidiary of
Macarthur, is appointed under section 436A, 436B or
436C of the Corporations Act;
(12) Macarthur or a Subsidiary of Macarthur executes a deed of
company arrangement; or
(13) a receiver, or a receiver and manager, is appointed in
relation to the whole, or a substantial part, of the property
of Macarthur or a Subsidiary of Macarthur.
No persons entitled to exercise or exercising rights under
certain agreements or instruments
Between the Announcement Date and the end of the Offer
Period (each inclusive), there is no person entitled to exercise,
exercising or purporting to exercise, stating an intention to
exercise (whether or not that intention is stated to be a final
or determined decision of that person), or asserting a right to
exercise, any rights under any provision of any agreement or
other instrument to which Macarthur or any of its Subsidiaries
is a party, or by or to which Macarthur or any of its Subsidiaries
or any of its assets or businesses may be bound or be subject,
which results, or could result, to an extent to which is material in
the context of Macarthur and its Subsidiaries taken as a whole,
in:
(1) any moneys borrowed by Macarthur or any of its
Subsidiaries being or becoming repayable or being
capable of being declared repayable immediately or earlier
than the repayment date stated in such agreement or
other instrument;
(2) any such agreement or other such instrument being
terminated or modified or any action being taken or arising
thereunder (including the acceleration of the performance
of any obligations thereunder);
(3) the interest of Macarthur or any of its Subsidiaries in any
firm, incorporated or unincorporated joint venture, trust
corporation or other entity (or any arrangements relating to
such interest) being terminated, modified or being required
to be disposed of;
(4) the assets of Macarthur or any of its Subsidiaries being
sold, transferred or offered for sale or transfer, including
under any pre-emptive rights or similar provisions; or
(5) the business of Macarthur or any of its Subsidiaries with
any other person being adversely affected.
No material acquisitions, disposals, changes in the
conduct of business or dividends
Between the Announcement Date and the end of the Offer
Period (each inclusive), neither Macarthur nor any of its
Subsidiaries:
(1) acquires or disposes of, or enters into agrees to enter
into or announces any agreement for the acquisition or
disposal of, any asset or business, or enters into any
transaction, which would or would reasonably be likely to
involve a material change in:
(A) the manner in which Macarthur and its Subsidiaries
conduct their business;
(B) the nature (including balance sheet classification),
extent or value of the assets of Macarthur and its
Subsidiaries; or
(C) the nature (including balance sheet classification),
extent or value of the liabilities of Macarthur and its
Subsidiaries,
44

(2) without limiting section 11.7(i)(1), enters into or agrees
to enter into or announces any agreement or transaction
which would or (subject to one or more conditions) may
involve Macarthur or any of its Subsidiaries:
(A) acquiring, or agreeing to acquire, one or more
companies, trusts, businesses or real property (or
any interest in any of the foregoing) or any interest in
any incorporated or unincorporated joint venture, in
any such case having a value of at least A$35 million;
(B) disposing, or agreeing to dispose of, one or more
Subsidiaries, companies, trusts, businesses or real
property (or any interest in any of the foregoing) or
any interest in any incorporated or unincorporated
joint venture, in any such case having a value of at
least A$35 million;
(C) without limiting section 11.7(i)(2)(A), entering into any
contract, commitment or arrangement (including the
acquisition of, or offering or agreeing to acquire, any
asset or the entering into, or offering or agreeing to
enter into, any joint venture, partnership, farm-in or
management agreement) that:
(i) requires payments by Macarthur and/or any
of its Subsidiaries of an amount in excess of
A$35 million on an individual basis or which,
when aggregated with all other payments that
are permitted by this section 11.7(i)(2)(C), would
exceed A$35 million;
(ii) cannot be terminated on less than 12 months’
notice without penalty; or
(iii) is not in the ordinary course of business;
(D) without limiting section 11.7(i)(2)(B), disposing, or
agreeing to dispose of any asset which has a value
in excess of A$35 million on an individual basis or
which, when aggregated with all other disposals
permitted by this section 11.7(i)(2)(D), would exceed
A$35 million;
(E) disposing, or agreeing to dispose, of any legal,
beneficial or economic interest or right in or in
connection with any mining tenement;
(F) granting, varying or renewing any off-take or marketing
rights or arrangements to or with any person;
(G) providing financial accommodation, other than to
members of the Macarthur Group, or receiving
financial accommodation in excess of A$35 million,
other than from members of the Macarthur Group;
(H) entering into any agreement or arrangement with
respect to derivative instruments (including swaps,
futures contracts, forward commitments, commodity
derivatives or options) or similar instruments, except
foreign currency hedges made in the ordinary and
usual course of business and in accordance with
existing policy in place as at the Announcement Date;
or
(I) incurring or agreeing to incur an amount of capital
expenditure in excess of A$35 million, other than
capital expenditure that has been announced by
Macarthur to ASX before the Announcement Date;
(3) gives or agrees to give any Encumbrance over any of its
assets, other than liens in the ordinary and usual course
of business;
(4) makes any change to its constitutional documents or
passes any ordinary, special or extraordinary resolutions;
(5) amends the terms of issue of any of the Shares or other
securities (including performance rights and options);
(6) enters into a contract or commitment restraining it from
competing with any person or conducting activities in
any market or voluntarily changes any accounting policy
applied by them to report their financial position;
(7) accepts as a compromise of a matter less than the full
compensation due to it where the compromise is more than
A$5 million or waives any material third party default where
the financial impact upon Macarthur and its Subsidiaries
taken as a whole will be in excess of A$5 million;
(8) enters into, amends, or agrees to enter into or amend, any
contract, commitment or other arrangement with a related
party of Macarthur;
(9) enters into or materially amending any employment,
consulting, severance or similar agreement or arrangement
with officers, directors, other executives or employees
of Macarthur or a Subsidiary or otherwise materially
increasing compensation or benefits for any of the
above other than in the ordinary course of business or
pursuant to contractual arrangements in effect on the
Announcement Date;
(10) enters into any enterprise bargaining agreement other
than in the ordinary course of business or pursuant to
contractual arrangements in effect on the Announcement
Date or amends in any material respect any arrangement
with its financial adviser, or entering into arrangements with
a new financial adviser, in respect of the Takeover Bid;
(11) does anything that would result in a taxable gain in excess
of A$10 million for the Macarthur Consolidated Tax Group
by either causing any Subsidiary of Macarthur to cease
being a member of the Macarthur Consolidated Group or
causing the Macarthur Consolidated Tax Group to cease
being a Consolidated Group or changes its business
or enters into a new business or transaction of a kind
that it has not previously entered into in such a manner
that tax losses (whether of a revenue or capital nature)
in excess of A$10 million in Macarthur or any Subsidiary
of Macarthur (including the Macarthur Consolidated Tax
Group) stop being available to Macarthur or any Subsidiary
of Macarthur (including the Macarthur Consolidated
Tax Group). For the purposes of this section 11.7(i)
(11), “Macarthur Consolidated Tax Group” means the
Consolidated Group of which Macarthur is the head
company (as defined for the purposes of the Tax Act) and
“Macarthur Consolidated Group” means Macarthur and
each of its Subsidiaries; or
(12) announces an intention to pay, pays or declares any
dividend or other distribution, other than:
(A) in respect of any Permitted FY11 Dividend
or Permitted Other Dividend (noting that the
consideration proposed to be paid under the Offer
will be reduced by the amount of any such Permitted
Other Dividend);
(B) a dividend or distribution to be made by Macarthur
with the prior written consent of PEAMCoal; or
(C) a dividend or distribution to be made by a Subsidiary
of Macarthur where the only recipient of that dividend
or distribution is Macarthur or a wholly-owned
Subsidiary of Macarthur.
For the avoidance of doubt, nothing in this section 11.7(i)
prevents the Macarthur Group from:
• acquiring or agreeing to acquire land to be specifically
identified for aggregate consideration not exceeding
A$150 million; or
• entering into agreements or complying with agreements
for port and rail infrastructure in the ordinary course of
business, including entering into take or pay arrangements
in WICET and Abbot Point, in each case provided
Macarthur notifies PEAMCoal in writing reasonably in
advance before doing so.
45

(j)
(k)
Renewal of tenements
Between the Announcement Date and the end of the Offer
Period (each inclusive), no mining or exploration tenement,
permit or licence of Macarthur or any Subsidiary of Macarthur is
revoked, is terminated or expires (excluding, for the avoidance
of doubt, relinquishment of parts of tenements in the ordinary
course of business) without there being a reasonable likelihood
of such tenement, permit or licence being renewed or extended
on terms which are no less favourable to Macarthur or the
relevant Subsidiary of Macarthur.
No litigation
Between the Announcement Date and the end of the
Offer Period (each inclusive), no litigation against Macarthur and/
or its Subsidiaries which may reasonably result in a judgement
of A$50 million or more is commenced, is threatened in
writing to be commenced, is announced, or is made known
to PEAMCoal (whether or not becoming public) or Macarthur,
other than that which has been fully and fairly publicly disclosed
to the ASX by Macarthur prior to the Announcement Date.
11.8 Nature and benefit of conditions
(a) The condition in section 11.7(a) (FIRB) is a condition
precedent to the acquisition by PEAMCoal of any interest in
Shares of a kind which would cause a breach of the provisions
of laws referred to therein. Notwithstanding your acceptance of the
Offer, unless and until the conditions in those sections are fulfilled:
(1) no contract for the sale of the Relevant Shares will come
into force or be binding on you or on PEAMCoal;
(2) PEAMCoal will have no rights (conditional or otherwise) in
relation to the Relevant Shares;
(3) if any of the Relevant Shares are held in a CHESS Holding,
you will be entitled to withdraw your acceptance in respect
of those Shares by having your Controlling Participant
transmit a valid originating message to ASX Settlement
specifying the Shares to be released from the sub‐position,
in accordance with Rule 14.16 of the ASX Settlement
Operating Rules, at any time prior to the satisfaction of that
condition; and
(4) if any of the Relevant Shares are not held in a CHESS
Holding, you will be entitled to withdraw your acceptance
in respect of those Shares by sending a notice to that
effect signed by you (or on your behalf, in which case
documentation proving that the person or persons signing
the notice are authorised to do so must accompany
the notice) to any of the addresses specified on the
Acceptance Form, so that it is received at the relevant
address at any time prior to the fulfilment or freedom of
that condition.
(b)
(c)
(d)
The other conditions in section 11.7 are conditions subsequent.
The non‐fulfilment of any condition subsequent does not, until
the end of the Offer Period (or in the case of the conditions in
section 11.7(g) (No prescribed occurrences), until the end of
the third business day after the end of the Offer Period), prevent
a contract to sell the Relevant Shares from arising, but entitles
PEAMCoal by written notice to you, to rescind the contract
resulting from your acceptance of this Offer.
Subject to the Corporations Act and section 11.8(a), PEAMCoal
alone is entitled to the benefit of the conditions in section 11.7,
or to rely on any non‐fulfilment of any of them.
Each condition in section 11.7 is a separate, severable and
distinct condition. No condition will be taken to limit the meaning
or effect of any other condition.
11.9 Freeing the Offer of conditions
PEAMCoal may free this Offer, and any contract resulting from
its acceptance, from all or any of the conditions subsequent
in section 11.7, either generally or by reference to a particular
fact, matter, event, occurrence or circumstance (or class thereof),
by giving a notice to Macarthur and to the ASX declaring this Offer
to be free from the relevant condition or conditions specified, in
accordance with section 650F of the Corporations Act. This notice
may be given:
(a) in the case of the condition in section 11.7(g) (No prescribed
occurrences), not later than 3 Business Days after the end of the
Offer Period; and
(b) in the case of all the other conditions in section 11.7, not less
than 7 days before the end of the Offer Period.
If, at the end of the Offer Period (or in the case of the condition
in section 11.7(g) (No prescribed occurrences), at the end of the
third Business Day after the end of the Offer Period), the conditions
in section 11.7 have not been fulfilled and PEAMCoal has not
declared the Offer (or it has not become) free from those conditions,
all contracts resulting from the acceptance of the Offer will be
automatically void.
11.10 Notice on status of conditions
The date for giving the notice on the status of the conditions required
by section 630(1) of the Corporations Act is 12 September 2011
(subject to extension in accordance with section 630(2) of the
Corporations Act if the Offer Period is extended).
11.11 Withdrawal of this Offer
(a) This Offer may be withdrawn with the consent in writing of ASIC,
which consent may be subject to conditions. If ASIC gives such
consent, PEAMCoal will give notice of the withdrawal to ASX
and to Macarthur and will comply with any other conditions
imposed by ASIC.
(b) If, at the time this Offer is withdrawn, all the conditions in
section 11.7 have been freed, all contracts arising from acceptance
of the Offer before it was withdrawn will remain enforceable.
(c) If, at the time this Offer is withdrawn, the Offer remains subject
to one or more of the conditions in section 11.7, all contracts
arising from its acceptance will become void (whether or not the
events referred to in the relevant conditions have occurred).
(d) A withdrawal pursuant to section 11.11 will be deemed to
take effect:
(1) if the withdrawal is not subject to conditions imposed by
ASIC, on the date after the date on which that consent in
writing is given by ASIC; or
(2) if the withdrawal is subject to conditions imposed by
ASIC, on the date after the date on which those conditions
are satisfied.
11.12 Variation of this Offer
PEAMCoal may vary this Offer in accordance with the
Corporations Act.
11.13 No stamp duty
PEAMCoal will pay any stamp duty on the transfer of any Relevant
Shares to it.
11.14 Governing laws
This Offer and any contract that results from your acceptance of it are
to be governed by the laws in force in Queensland, Australia.
46

12 Definitions and interpretation
12.1 Definitions
In this Bidder’s Statement and in the Acceptance Form unless the context otherwise appears, the following terms have the meanings
shown below:
Term
Meaning
$ or A$ Australian dollars, the lawful currency of the Commonwealth of Australia.
Acceptance Form the acceptance and transfer form enclosed with this Bidder’s Statement.
AIFRS
Australian equivalent to International Financial Reporting Standards.
AM
ArcelorMittal Netherlands B.V. of Eemhavenweg 70, 3089 KH Rotterdam, Netherlands.
AM BV2
ArcelorMittal Mining Australasia B.V. of Eemhavenweg 70, 3089 KH Rotterdam, Netherlands.
Announcement Date the date of the announcement of the Offer by Peabody Energy and ArcelorMittal being 1 August 2011.
ArcelorMittal
ArcelorMittal S.A. of 19, Avenue de la Liberté, L-2930 Luxembourg, Grand Luxembourg.
ArcelorMittal Board the board of directors of ArcelorMittal.
ArcelorMittal Group ArcelorMittal and each of its Subsidiaries.
ArcelorMittal
Information
ArcelorMittal Mining
ASIC
Associate
ASX
all information and statements contained in this Bidder’s Statement relating or attributed to any member of the
ArcelorMittal Group and/or the Relevant ArcelorMittal Directors, including the entire content of section 5, the
funding arrangements set out in section 7.3 and the statements in section 8 in relation to the intentions of the
Relevant ArcelorMittal Directors with respect to Macarthur.
the global mining business of the ArcelorMittal Group.
the Australian Securities and Investments Commission.
has the meaning given in section 12(2) of the Corporations Act.
ASX Limited (ABN 98 008 624 691) or the securities market operated by it, as the context requires.
ASX Settlement ASX Settlement Pty Limited (ABN 49 008 504 532).
ASX Settlement
Operating Rules
Bidder’s Statement
Bid Period
Business Day
CGT
CHESS
CHESS Holding
CITIC Group
the operating rules of ASX Settlement which govern the administration of the Clearing House Electronic
Sub‐register System.
this document, being the statement of PEAMCoal under Part 6.5 Division 2 of the Corporations Act relating
to the Offer.
has the meaning given in section 9 of the Corporations Act.
a day on which banks are open for business in Brisbane, excluding a Saturday, Sunday or public holiday in Brisbane
and the ASX is open for trading.
capital gains tax.
Clearing House Electronic Subregister System established and operated by ASX Settlement for the clearing,
settlement, transfer and registration of approved securities.
a holding of Shares on the Macarthur Register administered by ASX Settlement which records uncertificated
holdings of Shares.
CITIC Group of Capital Mansion, 6 Xinyuannanlu, Chaoyang District, Beijing 100004, China, which group includes,
among other entities, CITIC Australia Coal Pty Limited and Excel True International Limited.
Co-operation and the co-operation and contribution agreement between PEAMCoal, PEAMCoal Holdings, PAC2, AM and AM BV2
Contribution Agreement entered into on 2 August 2011.
Control
Controlling Participant
Corporations Act
has the meaning given in section 50AA of the Corporations Act.
in relation to the Relevant Shares, has the same meaning as in the ASX Settlement Operating Rules.
the Corporations Act 2001 (Cth).
Deal 1 sell, assign, transfer, declare a trust over or otherwise dispose of;
2 agree or offer to sell, assign, transfer of otherwise dispose of;
3 enter into or agree to enter into any option which, if exercised, enables or requires the person to sell, assign,
transfer, declare a trust over or otherwise dispose of;
4 enter into any derivative or synthetic agreement, deed or other arrangement under which payments may be
made that are referrable (in whole or part) to the trading price, or the economic value, of the relevant shares;
5 create or agree or offer to create or permit to be created any interest or encumbrance;
6 vote or agree to vote the relevant shares in favour of a competing proposal; or
7 agree to do any of the above.
Deed of Guarantee
the deed of guarantee between Peabody Energy, PEAMCoal Holdings, ArcelorMittal, AM and AM BV2 entered into
on 2 August 2011.
Edge Developments Edge Developments Pty Ltd (ACN 26 010 309 529).
47

Term
Encumbrance
FATA
Meaning
an interest or power:
1 reserved in or over an interest in any asset, including any retention of title; or
2 created or otherwise arising in or over any interest in any asset under a bill of sale, mortgage, charge, lien,
pledge, trust or power,
by way of security for the payment of a debt, any other monetary obligation or the performance of any other
obligation, and includes, any agreement to grant or create any of the above.
the Foreign Acquisitions and Takeovers Act 1975 (Cth).
Financiers has the meaning given in section 7.2.
FIRB
the Foreign Investment Review Board.
FY11 the financial year ended 30 June 2011.
GST
GST Act
GST Law
goods and services tax or similar value added tax levied or imposed in Australia under the GST Law or otherwise on
a supply.
the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
has the same meaning as the GST Act.
H & J Enterprises H & J Enterprises (Qld) Pty Ltd (ABN 91 077 333 736).
Holder Identification
Number
Initial Announcement
has the meaning given to “HIN” in the ASX Settlement Operating Rules.
the date of the announcements by Peabody Energy, ArcelorMittal and Macarthur in relation to PEAMCoal’s
approach to Macarthur and the indicative proposal for the making of the Takeover Bid, being 11 July 2011.
IRESS IRESS Market Technology Limited (ACN 060 313 359).
Listing Rules
LV PCI
the Official Listing Rules of ASX.
low volatile pulverised coal injection coal.
Macarthur Macarthur Coal Limited (ABN 40 096 001 955).
Macarthur Board
Macarthur Director
Macarthur Group
the board of directors of Macarthur.
a director of Macarthur.
Macarthur and each of its Subsidiaries.
Macarthur Register the register of members of Macarthur maintained by or on behalf of Macarthur in accordance with section 168(1)
of the Corporations Act.
Macarthur Shareholder
or Shareholder
a registered holder of Macarthur Shares.
MCGH MCG Coal Holdings Pty Ltd (ACN 143 001 825).
MDL 162 Litigation
Monto Claims
any claim, demand, suit or proceedings involving or affecting any member of the Macarthur Group directly or
indirectly relating to the subject matter of the following Supreme Court of Queensland proceedings: file 2704/11 Re
MCG Coal Holdings, file 4019/11 Macarthur Coal Ltd & Ors v MCG Resources Pty Ltd (in liquidation) & Ors, and file
4388/11 Macarthur Coal Limited & Anor v MCG Coal Holdings Pty Ltd & Ors.
any claim, demand, suit or proceedings involving or affecting any member of the Macarthur Group directly or
indirectly relating to the subject matter of the claims against Macarthur, Monto Coal and Monto Coal 2 brought
by Sanrus, Edge Developments and H & J Enterprises, including the following Supreme Court of Queensland
proceedings: file 12704/10 Sanrus Pty Limited v Macarthur Coal Limited and file 8609/07 Sanrus Pty Ltd & Ors v
Monto Coal 2 Pty Ltd and Anor.
Monto Coal Monto Coal Pty Ltd (ABN 32 098 393 072).
Monto Coal 2 Monto Coal 2 Pty Ltd (ABN 81 098 919 414).
Mt
Offer
Offer Period
Offer Value
Million Tonnes.
the offer for Shares under the terms and conditions contained in section 11 of this Bidder’s Statement.
the period during which the Offer will remain open for acceptance in accordance with section 11.2 of this
Bidder’s Statement.
the consideration proposed to be paid under the Offer (being A$15.50 per Share) plus the Permitted FY11 Dividend
(assumed to be A$0.16 per Share).
PAC2 Peabody Acquisition Co. No. 2 Pty Ltd (ACN 146 797 417).
Participant
an entity admitted to participate in the Clearing House Electronic Sub‐register System under Rule 4.3.1 and 4.4.1 of
the ASX Settlement Operating Rules.
Peabody Bridge Facility has the meaning given in section 7.2.
Peabody Cash Reserves has the meaning given in section 7.2.
Peabody Energy
Australia
Peabody Energy Australia Pty Ltd (ABN 93 096 909 410).
48

Term
Peabody Energy
Peabody Energy
Information
Meaning
Peabody Energy Corporation, incorporated in the State of Delaware, USA, of 701 Market Street, St. Louis, Missouri
63101, USA.
all information and statements contained in this Bidder’s Statement relating or attributed to any member of the
Peabody Group (other than PEAMCoal Holdings and PEAMCoal).
Peabody Funding has the meaning given in section 7.2.
Peabody Group
Peabody Revolver
Facility
Peabody Energy and each of its Subsidiaries.
has the meaning given in section 7.2.
PEAMCoal PEAMCoal Pty Ltd (ACN 152 004 772).
PEAMCoal Board
PEAMCoal Director
the board of directors of PEAMCoal.
a director of PEAMCoal.
PEAMCoal Holdings PEAMCoal Holdings Pty Ltd (ACN 152 004 398).
Permitted FY11
Dividend
Permitted Other
Dividend
a dividend to be paid to Macarthur Shareholders in respect of the financial year period ended 30 June 2011 of up to
A$0.16 per Share.
any dividend, other than the Permitted FY11 Dividend, announced or declared in the ordinary course of business
which is consistent with Macarthur’s current dividend policy of declaring dividends of up to 50% of the amount of
net profit after tax in respect of the relevant reporting period. For the avoidance of doubt, to the extent any dividend
announced or declared in respect of the financial year period ended 30 June 2011 exceeds A$0.16 per Share, the
amount of the excess will be a Permitted Other Dividend.
POSCO POSCO of POSCO Center, 892 Daechi 4-dong, Kangnam-gu, Seoul, Korea, 135-777.
Pre-Bid Acceptance
Deed
Public Authority
Register Date
the pre-bid acceptance deed between AM and PEAMCoal entered into on 2 August 2011.
any government or any governmental, semi‐governmental, statutory or judicial entity, agency or authority, whether in
Australia, or elsewhere, including any self‐regulatory organisation established under statute or otherwise discharging
substantially public or regulatory functions, and the ASX or any other stock exchange.
the date to be set by PEAMCoal under section 633(2) of the Corporations Act, notice of which will be given to the
ASX in accordance with section 633(4)(a) of the Corporations Act.
Related Body Corporate has the meaning given in section 50 of the Corporations Act.
Relevant Interest
Relevant Law
Relevant ArcelorMittal
Director
Relevant Shares
Rights
has the meaning given in sections 608 and 609 of the Corporations Act.
the statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws of any
jurisdiction that are designed or intended to prohibit, restrict or regulate actions that may have the purpose
or effect of creating a monopoly, lessening competition or restraining trade.
each director to be appointed by AM BV2 to the PEAMCoal Board as set out in section 3.2 of this Bidder’s
Statement.
that number of Your Shares for which you accept the Offer.
all accreditations, rights or benefits of whatever kind attaching to or arising from the Shares directly or indirectly
on or after the Announcement Date including, but not limited to, all dividends (including, without limitation, any
Permitted Other Dividend) or other distributions and all rights to receive them or rights to receive or subscribe for
shares, notes, bonds, options or other securities declared, paid or issued by Macarthur or any of its Subsidiaries,
other than the Permitted FY11 Dividend which may be paid or payable to Shareholders by Macarthur but only if the
record date for any such dividend occurs before PEAMCoal is registered as the holder of the relevant Shares.
Sanrus Sanrus Pty Ltd (ABN 43 097 049 315).
SEC
Security Holder
reference Number
Share
Shareholders’ Deed
Subsidiary
Takeover Bid
Takeover Transferee
holding
Tax Act
Ton
Tonne
U.S. Securities and Exchange Commission.
has the same meaning as in the ASX Settlement Operating Rules.
a fully paid ordinary share in the capital of Macarthur.
the shareholders’ deed between PEAMCoal, PEAMCoal Holdings, PAC2, AM and AM BV2 entered into on
2 August 2011.
has the meaning given in section 9 of the Corporations Act.
the off‐market takeover bid constituted by the dispatch of the Offers in accordance with the Corporations Act.
has the same meaning as in the ASX Settlement Operating Rules.
the Income Tax Assessment Act 1997 (Cth).
short ton, equivalent to approximately 907kg.
also known as metric ton (US), equivalent to 1,000kg.
UBS UBS AG, Australia Branch (ABN 47 088 129 613 and AFSL No.231 087).
49

Term
Voting Power
VWAP
Your Shares
Meaning
has the meaning set out in section 610 of the Corporations Act.
volume weighted average price.
subject to sections 11.1(e) and 11.1(f), the Shares (a) in respect of which you are registered as holder in the
Macarthur Register at close of business (Brisbane time) on the Register Date, or (b) to which you are able to give
good title at the time you accept this Offer during the Offer Period.
12.2 Interpretation
In this Bidder’s Statement and in the Acceptance Form, unless the
context otherwise appears:
(a) words and phrases have the same meaning (if any) given to them
in the Corporations Act;
(b) words importing a gender include any gender;
(c) words importing the singular include the plural and vice versa;
(d) an expression importing a natural person includes any company,
partnership, joint venture, association, corporation or other body
corporate and vice versa;
(e) a reference to a clause, attachment and schedule is a reference
to a clause of and an attachment and schedule to this Bidder’s
Statement as relevant;
(f) a reference to any statute, regulation, proclamation, ordinance
or by‐law includes all statutes, regulations, proclamations,
ordinances, or by‐laws amending, varying, consolidating or
replacing it and a reference to a statute includes all regulations,
proclamations, ordinances and by‐laws issued under that statute;
(g) headings and bold type are for convenience only and do not
affect the interpretation of this Bidder’s Statement;
(h) a reference to time is a reference to time in Brisbane, Australia;
(i) a reference to writing includes facsimile transmissions; and
(j) a reference to dollars, $, A$, cents, ¢ and currency is a reference
to the lawful currency of the Commonwealth of Australia.
50

13 Approval of Bidder’s Statement
This Bidder’s Statement has been approved by a resolution passed by the PEAMCoal Directors.
15 August 2011
Signed for and on behalf of
PEAMCoal Pty Ltd
by
Julian Thornton, Director
51

This page has been left blank intentionally.
52

Corporate
directory
Financial advisers to Peabody Energy
UBS AG
Level 16, Chifley Tower
2 Chifley Square
Sydney NSW 2000
Australia
Merrill Lynch International (Australia) Limited
Level 38, Governor Phillip Tower
1 Farrer Place
Sydney NSW 2000
Australia
Morgan Stanley Australia Securities Limited
Level 39, The Chifley Tower
2 Chifley Square
Sydney NSW 2000
Australia
Australian legal adviser to Peabody Energy
Freehills
Level 32, MLC Centre
19-29 Martin Place
Sydney NSW 2000
Australia
Financial adviser to ArcelorMittal
Royal Bank of Canada, Sydney Branch
Level 46
2 Park Street
Sydney NSW 2000
Australia
Australian legal adviser to ArcelorMittal
Mallesons Stephen Jaques
Level 61, Governor Phillip Tower
1 Farrer Place
Sydney NSW 2000
Australia
PEAMCoal share registry
Link Market Services Limited
Level 12
680 George Street
Sydney NSW 2000
Australia
PEAMCoal Offer Information Line
Callers within Australia: 1800 992 039
Callers outside Australia: +61 2 8280 7692