BTU Peabody Energy Corporation

On February 20, 2020, and effective on such date, the Board of Directors (the “Board”) of Peabody Energy Corporation (the “Company”) (i) voted to increase the size of the Board from 10 directors to 12 directors, creating a total of three vacancies, and (ii) appointed David Miller, Samantha Algaze, and Darren Yeates (the “New Directors”) to serve as directors of the Company to fill the resulting vacancies, with terms expiring at the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). Mr. Miller will serve as a member of the Board’s Executive Committee and Compensation Committee. Ms. Algaze will serve as a member of the Board’s Nominating and Corporate Governance Committee. Mr. Yeates will serve as a member of the Board’s Health, Safety, Security and Environmental Committee and Audit Committee.

The New Directors were appointed to serve as directors of the Company pursuant to and as contemplated by the Agreement, dated as of February 4, 2020, by and among the Company, Elliott Investment Management L.P., Elliott Associates, L.P. and Elliott International, L.P. (the “Agreement”), which was previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 5, 2020 (the “Prior Form 8-K”). Other than as described in the Prior Form 8-K and the Agreement, there are no arrangements or understandings between any of the New Directors and any other persons pursuant to which any of the New Directors were named a director of the Company. None of the New Directors have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

Each of the New Directors will participate in the Company’s non-employee director compensation program, which is described on pages 25 through 27 of the Company’s proxy statement for its 2019 Annual Meeting of Stockholders, filed with the SEC on March 27, 2019. In connection with their appointments to the Board, each of the New Directors received a prorated grant of deferred stock units (“DSUs”), awarded on February 20, 2020. The number of DSUs granted to each of the New Directors was determined by dividing $35,000 by $10.00 per share (rounding down to the nearest whole DSU). The DSUs granted to the New Directors generally vest monthly over a three-month period beginning on March 8, 2020. However, the underlying shares generally are not distributed until the earlier of (1) three years after the grant date and (2) the director’s separation from service, subject to any deferral election under the terms of the deferred stock unit agreement. A copy of the form of deferred stock unit agreement will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019. In addition, the Company will enter into its standard director indemnification agreement with each of the New Directors.