BEACH ENERGY LIMITED — AGM Information 2009

Oct 22, 2009

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L I M I T E D
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ACN 007 617 969

NOTICE OF 2009 ANNUAL GENERAL MEETING

Beach Petroleum Limited (Beach) will hold its 48th Annual General Meeting at the Convention Centre, North Terrace Adelaide South Australia, 5000 on Thursday 26 November 2009 at 10.30am (Adelaide time).

AGENDA

ORDINARY BUSINESS

Financial Statements

To receive and consider the financial statements and the reports of the directors and auditors for the financial year ended 30 June 2009.

Resolution 1 – Adoption of Remuneration Report

To consider and put to a non-binding vote the following resolution:

• 1 “That the remuneration report for the financial year ended 30 June 2009 be adopted.”

Resolution 2 – Re-election of Mr R M Kennedy as a Director

• To consider and, if thought fit, pass the following resolution as an ordinary resolution:

• 2 “That Mr Robert Michael Kennedy, who retires by rotation pursuant to the constitution of Beach and who, being eligible, offers himself for re-election, is re-elected as a director of Beach.”

Resolution 3 – Re-election of Mr G S Davis as a Director

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

• 3 “That Mr Glenn Stuart Davis, who retires by rotation pursuant to the constitution of Beach and who, being eligible, offers himself for re-election, is re-elected as a director of Beach.”

Special Business

Resolution 4 – Change of Name

To consider and, if thought fit, pass the following as a special resolution:

• 4 “That, the name of the Company be changed to Beach Energy Limited.”

Resolution 5 – Approval of Securities Issued under the EIP

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

• 5 “That the issue of securities in Beach to participants under Beach's Employee Incentive Plan the principal terms of which are set out in the explanatory statement accompanying this notice of annual general meeting, is approved for all purposes including for the purpose of listing rule 7.2 exception 9 (as an exception to listing rule 7.1) during the 3 year period commencing on 26 November 2009.”

Resolution 6 – Approval of Securities Issued under the LTI Plan

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

• 6 “That the issue of securities in Beach to participants under Beach's Executive Long Term Incentive Plan, the principal terms of which are set out in the explanatory statement accompanying this notice of annual general meeting, is approved for all purposes including for the purpose of listing rule 7.2 exception 9 (as an exception to listing rule 7.1) during the three year period commencing on 26 November 2009.”

Resolution 7 – Reinstatement of Partial Takeover Provisions in the Constitution

To consider, and if thought fit, pass the following resolution as a special resolution:

• 7 “That Clause 6.4 of Beach’s constitution is reinstated in the constitution for a further three years after the date of this annual general meeting.”

By Order of the Board

Signed for and on behalf of Beach Petroleum Limited by:

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Catherine Oster Company Secretary 23 October 2009

EXPLANATORY STATEMENT TO NOTICE OF ANNUAL GENERAL MEETING

This explanatory statement is provided to shareholders of Beach in relation to resolutions to be proposed at the 2009 Annual General Meeting.

ORDINARY BUSINESS

Resolution 1 – Adoption of Remuneration Report

At the meeting, there will be reasonable opportunity for shareholders to ask questions about, or make comments on, the Remuneration Report. The Remuneration Report of Beach is included in the Annual Report and appears on pages 54 to 67 of the report. It is also available for shareholders to access and download from Beach’s website www.beachpetroleum.com.au. The Remuneration Report sets out Beach’s remuneration arrangements for its non-executive directors, executive directors and senior executives.

The law requires that a resolution, that the Remuneration Report be adopted, be put to the vote at Beach’s annual general meeting. The vote on the resolution is advisory only and does not bind the directors or Beach. However the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of Beach.

The Board recommends that shareholders vote in favour of resolution 1.

Resolutions 2 and 3 – Re-election of Mr R M Kennedy and Mr G S Davis as Directors

Beach’s constitution states that at each annual general meeting one-third of the directors (not taking into account the directors who have been appointed as an addition or to fill a casual vacancy since the last annual general meeting) must retire. Mr Kennedy has served as a director since his last election at the annual general meeting in 2006. Three directors, Mr Moretti, Mr Davis and Dr Alley have served as directors for the same period since their last election at the Annual General Meeting in 2007. As only one director is required to retire it was determined under the terms of the constitution that Mr Davis would retire at this annual general meeting. Directors who retire from office in this manner are eligible for re-election. Mr Kennedy and Mr Davis both offered themselves for re-election.

A description of Mr Kennedy's experience, qualifications and competencies follows:

Robert Michael Kennedy

Independent Non-Executive Director – ASAIT, Grad Dip (Systems Analysis), FCA, ACIS, Life Member AIM, FAICD

He is a chartered accountant and a consultant to Kennedy & Co, Chartered Accountants, a firm he founded. He joined Beach in December 1991 as a non-executive director and has been Chairman of Beach since 1995. He is also a director of ASX listed companies Ramelius Resources Limited (since 1995), Flinders Mines Limited (since 2001), Maximus Resources Limited (since 2004), Eromanga Uranium Limited (since 2006), Monax Mining Ltd (since 2004) and Marmota Energy Limited (since 2007). His special responsibilities include chairmanship of the Corporate Development and Remuneration and Nomination Committees and membership of the Audit Committee. Mr Kennedy brings to the Board his expertise in finance and management consultancy and extensive experience as Chairman and non-executive director of a range of listed public companies, including in the resources sector. Mr Kennedy leads the development of strategies for the development and future growth of Beach.

He is also considered by the Board to be an independent director. The Board considers Mr Kennedy’s knowledge and experience in the financial services industry, resources industry and management consultancy skills to be relevant to his role as a director of Beach.

A description of Mr Davis’ experience, qualifications and competencies follows:

Glenn Stuart Davis

Independent Non-Executive Director – Deputy Chairman LLB, BEc

Mr Davis is a solicitor and partner of DMAW Lawyers, a firm he founded. He joined Beach in July 2007 as a non-executive director and was appointed Deputy Chairman in June 2009. Mr Davis is a director of ASX listed companies Monax Mining Ltd (since 2004) and Marmota Energy Limited (since 2006). His special responsibilities include chairmanship of the Corporate Governance Committee and membership of the Audit Committee and Remuneration and Nomination Committee.

The Board considers that Mr Davis brings to the board his expertise in the execution of large legal and commercial transactions and his expertise and experience in corporate activity regulated by the Corporations Act and ASX Ltd. He is also considered by the Board to be an independent director.

EXPLANATORY STATEMENT TO NOTICE OF ANNUAL GENERAL MEETING CONTINUED

In accordance with the policy of the Board, a review of Mr Kennedy’s and Mr Davis’ effectiveness as directors of Beach was considered by the Board prior to accepting their offers to stand for re-election as directors of Beach.

The other members of the Board unanimously support Mr Kennedy’s and Mr Davis’ re-election for the reasons set out above.

SPECIAL BUSINESS

Resolution 4 – Change of Name

As outlined in the Chairman and Managing Directors’ review in the 2009 Annual Report, the world is moving in a new direction. Beach has moved toward considering production of more efficient energy forms such as geothermal and biodiesel energy and for this reason it is proposed that the Company change its name to Beach Energy Limited to better reflect the strategic direction of the Company. As Managing Director, Mr Nelson noted:

“We intend to build Beach through a three-pronged approach.

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• Firstly, we will continue to develop the Company’s extensive reserves and resource base to maintain stability of earnings, strong cash flow and predictable growth.

• This solid revenue base will, secondly, allow Beach to expand its high impact exploration portfolio in a meaningful sense, so that we may achieve large, stepwise growth through new discoveries.

• Thirdly, it will allow us to identify and invest in emerging energy opportunities and new technologies with an emphasis on producing more efficient forms of energy with lower greenhouse gas emissions.”

The Board recommends that shareholders vote in favour of resolution 4.

Resolution 5 – Approval of Securities Issued under the EIP

Listing rule 7.1 prohibits Beach from issuing or agreeing to issue new securities amounting to more than 15 per cent of the issued capital of Beach during a 12 month period, without shareholder approval unless an exception applies. One of those exceptions is exception 9 of listing rule 7.2 which excludes securities issued under an employee incentive plan where 3 years before the date of the issue, shareholders have approved the issue of the securities under such a plan.

This resolution seeks shareholder approval for the issue of securities in Beach under its Employee Incentive Plan (EIP) so that they will not be included in the 15 percent limit referred to above.

This exception enables the board flexibility to issue further securities (outside of the EIP) up to the 15 per cent limit, subject to other exceptions to the limit. If this resolution is not passed, the Board may still use the EIP, however, securities issued under the EIP will count towards the 15 per cent limit. The approval by shareholders simply gives the Board the full flexibility afforded by the 15 per cent rule imposed by the ASX.

Beach has issued 7,080,250 ordinary shares under the EIP since the date of the last approval. No options have been issued under the EIP.

A summary of the rules of the EIP is set out below. Copies of the EIP rules are available on request to the Company Secretary.

The rules of the EIP in respect of share issues are summarised in the following paragraphs:

• The EIP is open to permanent employees of Beach or a Controlled entity of Beach which will include a director holding salaried employment in Beach or a Controlled entity of Beach (Eligible Persons).

• Under the EIP, the directors at their discretion may offer ordinary fully paid shares or options to acquire ordinary shares in Beach to Eligible Persons. Any issue of securities under the EIP to a director must be first approved by shareholders.

• The shares issued under the EIP have the same rights as other ordinary fully paid shares in Beach subject to restrictions on transfer, which apply where a loan made by Beach remains unpaid.

• The subscription price for shares will be the market value of the shares on the day of offer.

EXPLANATORY STATEMENT TO NOTICE OF ANNUAL GENERAL MEETING CONTINUED

• Beach at the time of making an offer to purchase shares may also provide an interest free loan to assist with the purchase of those shares. Unless otherwise specified in the offer document the terms of the loan will be as follows:

• the loan will be interest free and for a term of 10 years;

• if a disqualifying event (as defined in the EIP Rules) occurs, Beach may sell the shares and after costs apply the sale proceeds to repay the outstanding amounts of the loan. If there is a shortfall between the loan amount still owing and the sale price, the particpant will not be required to make good the shortfall. If there is a surplus after the sale of the shares the participant is only entitled to the surplus if the Qualifying Period described in dot point 7 below has expired; and

• if at the expiry of a loan term a participant does not repay the loan, Beach may sell the shares and after costs, repay the loan. Any surplus will be repaid to the participant. No shortfall between the sale price and the loan amount will be recoverable from the participant.

• While an offer to take up shares under the EIP will be at market value the incentive for Eligible Persons to accept the offer is the granting of an interest free loan to fund all or part of the purchase price.

• In certain circumstances the directors may specify in an offer to an Eligible Person that shares may not be transferred by the Eligible Person for a certain period of time (Qualifying Period). Where Beach issues shares under the EIP and there is a loan granted to purchase those shares, Beach retains a lien over the shares until such time as the loan is repaid in full.

• By accepting an offer of shares in accordance with the EIP, a participant agrees to be bound by the EPI rules and other conditions contained in the offer document.

• The EIP rules must comply with the Listing Rules and Corporations Act requirements from time to time.

• The EIP rules can be amended by the Board. However, the Board will not be entitled to amend the rules in a manner which affects the rights of participants in the EIP unless it obtains the written consent of the affected participants or unless such amendments are necessary for tax or administrative purposes.

• The EIP rules allow participants in the EIP the ability to deal with their shares issued under the EIP (Plan Shares) in the event of a change of control in Beach or termination of the participant’s employment with Beach for reasons other than misconduct (each a Trigger Event) notwithstanding that the relevant Qualifying Period has not expired at the time of the Trigger Event.

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The non-executive directors recommend that shareholders vote in favour of this resolution. The Managing Director, Mr Nelson and executive director, Mr Gordon are both interested in the outcome of this resolution and therefore make no recommendation in relation to it. Resolution 6 - Approval of Securities Issued under the LTI Plan

Beach's Executive Long Term Incentive Plan (LTI Plan) was approved by shareholders at the 2006 Annual General Meeting. It is an employee incentive scheme for company executives (including directors employed in an executive capacity) nominated by the Board for participation. The scheme involves the issue of options or rights (together called options) which may be converted to ordinary shares in Beach on the attainment of set performance conditions. Listing rule 7.1 prohibits Beach from issuing or agreeing to issue new securities amounting to more than 15 per cent of the issued capital of Beach during a 12 month period, without shareholder approval unless an exception applies. One of those exceptions is exception 9 of listing rule 7.2 which excludes securities issued under an employee incentive plan where 3 years before the date of the issue, shareholders have approved the issue of the securities under the such a plan. This resolution seeks shareholder approval for the issue of securities in Beach under the LTI Plan so that they will not be included in the 15 percent limit referred to above. This exception enables the Board flexibility to issue further securities (outside of the LTI Plan) up to the 15 percent limit, subject to other exceptions to the limit. If this resolution is not passed, the Board may still use the LTI Plan, however, securities issued under the LTI Plan will count towards the 15 per cent limit. The approval by shareholders simply gives the board the full flexibility afforded by the 15 per cent rule imposed by the ASX.

EXPLANATORY STATEMENT TO NOTICE OF ANNUAL GENERAL MEETING CONTINUED

Beach has issued 17,874,697 options under the LTI Plan since its inception in 2006. None of those options have yet been converted to shares.

A summary of the rules of the LTI Plan is set out below. Copies of the LTI Plan rules are available on request to the Company Secretary.

The rules of the LTI Plan are summarised in the following paragraphs:

• Participants are granted options for no consideration. The Board has a discretion to determine the amount (if any) the participant must pay for a share in the event that an option becomes exercisable.

• The date that an option might become exercisable is subject to the LTI Plan rules and any Vesting Performance Condition.

• The Vesting Performance Conditions means one or more conditions which must be satisfied or waived or circumstances must exist before an option becomes vested in its holder.

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• An option that has not been exercised will lapse and have no further rights on the first to occur of: • The expiry date for the option; • Any Vesting Performance Condition is not satisfied or waived; • The participant has given notice that he or she wishes the option to lapse; • The Board determines in its discretion that the option will be forfeited because the participant has been dismissed for acting fraudulently or dishonestly or has committed a breach of his or her obligations to Beach; or

• The participant ceases to be employed by Beach. In the case of the death or total and permanent disablement or retirement, resignation or termination of employment other than for reasons of fraud, dishonesty or breach of an obligation to Beach or for another circumstance determined by the board where the participant or his or her representative has not exercised the options that have become exercisable within the time required by the LTI Plan conditions.

• Until such time as options vest they cannot be transferred, encumbered or otherwise dealt with. Options will not be quoted on the ASX. There are no restrictions on shares that a participant receives on the exercise of an option other than as set out below.

• A participant will forfeit any share in Beach issued under the LTI Plan if he or she perpetrates a fraud against Beach, acts dishonestly or commits a breach of his or her obligations to Beach.

• • The right of Beach to forfeit shares issued under the LTI Plan extinguishes: • Upon termination of the participant's employment other than for fraud, dishonestly or breach of the participant's obligations to Beach;

• • On the sale or transfer of the share; • Ten years after the date of the grant of the option which was exercised in respect of the share.

• • A participant may only participate in new issues of securities to holders of shares if the option has been exercised.

• • If, during the currency of any vested option and prior to its exercise, any offer or invitation is proposed to be made by Beach for subscription for cash for shares, options or other securities of Beach or any other company, to the holders of shares, or if Beach issues rights to acquire shares (other than bonus shares) securities or other interests, other than pursuant to any dividend reinvestment plan or bonus share plan applying from time to time, each participant may elect to participate in such new issue of securities on the prior exercise of any vested option for which purpose Beach shall in writing notify each participant of the proposed issue and afford a period of not less than 10 business days before the record date of Beach (to determine entitlements to the issue) to exercise vested options and Beach shall in relation to vested options duly exercised make to each participant a like offer or invitation on terms which correspond with those made to holders of shares.

• • If Beach makes a bonus issue to the holders of shares during the currency of any vested option and prior to its exercise, then, upon the exercise of that option the participant shall be entitled to have allotted to him or her (in addition to the shares to which he or she is otherwise entitled pursuant to that option) the number of shares (Bonus Shares) which would have been issued to him or her if, at the date on which the entitlement to Bonus Shares was determined, he or she had been registered as the holder of the number of shares to which he or she would have been entitled if he or she had so exercised the option immediately prior to that date plus that number of shares which would have previously been allotted to him or her as a result of prior bonus issues during the currency of the option.

EXPLANATORY STATEMENT TO NOTICE OF ANNUAL GENERAL MEETING CONTINUED

• In the event of a reconstruction of the issued capital of Beach, the number of options will be reconstructed in a manner which would not result in any benefits being conferred on the participants of the LTI Plan which are not conferred on shareholders.

• If a takeover bid is made to acquire any shares, at any time any offers under a takeover bid remain open for acceptance, the Board may give written notice of the bid to each participant, stating that any or all of the participant’s options as determined by the Board may be exercised by a prescribed date.

• Any issue of securities under the LTI Plan to a director must be first approved by shareholders.

The non-executive directors recommend that shareholders vote in favour of this resolution.

The Managing Director, Mr Nelson and executive director, Mr Gordon are both interested in the outcome of this resolution and therefore make no recommendation in relation to it.

Resolution 7 – Reinstatement of Partial Takeover Provisions in the Constitution

Background

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Clause 6.4 of Beach’s constitution deals with proportional or partial takeovers. A proportional or partial takeover is a bid made for a specified proportion of each shareholder’s shares (Partial Takeover). Broadly, Clause 6.4 provides that a Partial Takeover for Beach’s shares may only proceed after shareholder approval.

Clause 6.4 was approved at Beach’s 2006 Annual General Meeting. In accordance with the Corporations Act (Act) , Clause 6.4 expires three years after that Annual General Meeting, and at that time ceases to have effect.

The directors consider that it is in the interests of Beach’s shareholders to have a Partial Takeover rule in the constitution and shareholders are therefore asked to consider a resolution to reinstate the previous Clause 6.4 in identical terms.

An extract of Clause 6.4 is set out in Schedule A to this explanatory statement.

The operation of Clause 6.4

If shareholders agree to reinstate Clause 6.4 and a Partial Takeover is subsequently made for a class of shares in Beach, the directors will be required to convene a meeting of shareholders in that class to vote on a resolution to approve the Partial Takeover offer. The resolution must be voted on at least 14 days before the offer closes. The bidder and any associates will be excluded from voting. The meeting would be conducted in accordance with the provisions governing general meetings in Beach’s constitution.

If a resolution approving the Partial Takeover is passed, the offer may proceed. If the resolution is rejected, the offer will be taken to be withdrawn and registration of any transfer of shares resulting from the offer will be prohibited. Acceptances will be returned and any contracts formed by acceptances will be rescinded.

If no resolution is voted on at least 14 days before the close of the offer then the resolution will be deemed to have been approved.

Clause 6.4 does not apply to full takeover bids, that is, for all shares in Beach. The provisions of Clause 6.4 will expire after three years unless renewed by shareholders.

Reasons for proposing the resolution

Part 6.5 Division 5 of the Act permits the inclusion of Partial Takeover approval provisions in a company’s constitution.

The directors consider that it is in the interests of Beach’s shareholders to have a Partial Takeover approval rule in its constitution as it gives shareholders the opportunity to vote on a proposed Partial Takeover. Without the proposed provisions, a Partial Takeover bid for Beach might enable an offeror to obtain control of Beach without shareholders having the opportunity to sell all their shares. The proposed provisions give shareholders the opportunity to decide whether a Partial Takeover bid should proceed. If it does proceed, individual shareholders can make a separate decision as to whether they wish to accept the bid for their shares.

EXPLANATORY STATEMENT TO NOTICE OF ANNUAL GENERAL MEETING CONTINUED

Present acquisition proposals

At the date of this explanatory statement, none of the directors is aware of any proposal by a person to acquire, or to increase the extent of, a substantial interest in Beach other than has been announced to the ASX.

Potential advantages and disadvantages

The reinstatement of Clause 6.4 will enable the directors to ascertain the views of shareholders on a Partial Takeover bid. Apart from this, there is no specific advantage or disadvantage for the directors, as directors, of reinstating Clause 6.4 as they remain free to make a recommendation whether a Partial Takeover bid should be accepted.

The Partial Takeover approval provisions will ensure that all shareholders will have the opportunity to consider a Partial Takeover bid and vote on whether it should be permitted to proceed. This should ensure that the terms of any future proportional offers are structured to be attractive to a majority of independent shareholders.

On the other hand, it could be argued that the Partial Takeover approval provisions make a Partial Takeover more difficult to achieve and therefore proportional offers will be discouraged. This in turn may reduce opportunities which shareholders may have to sell some of their shares at an attractive price to persons securing control of Beach and may reduce the element of takeover speculation from Beach’s share price.

The directors consider the reinstatement of Clause 6.4 of the existing constitution is in the best interests of shareholders and, accordingly, recommend that shareholders vote in factor of the resolution.

SCHEDULE A – PROPORTIONAL TAKEOVER BID

6.4 Proportional Takeover Bid

• 6.4.1 The registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under a Proportional Takeover Bid is prohibited unless and until an Approving Resolution to approve the Proportional Takeover Bid is passed.

• 6.4.2 A person (other than the Bidder or an associate of the Bidder) who, as at the end of the day on which the first offer under the Proportional Takeover Bid was made, held Bid Class Shares is entitled to:

• a) vote on an Approving Resolution; and

• b) have one vote for each Bid Class Share held.

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• 6.4.3 Where offers have been made under a Proportional Takeover Bid, the Directors must ensure that an Approving Resolution is voted on at a meeting of the persons described in Clause 6.4.2 before the Approving Resolution Deadline.

• 6.4.4 An Approving Resolution is passed if more than 50% of the votes cast on the resolution are cast in favour of the resolution, and otherwise is taken to have been rejected.

• 6.4.5 The provisions of this Constitution that apply in relation to a general meeting of the Company apply, with any modifications that circumstances require, to a meeting that is convened under this Clause 6.4 as if the meeting was a general meeting of the Company.

• 6.4.6 If an Approving Resolution to approve the Proportional Takeover Bid is voted on in accordance with this Clause 6.4 before the Approving Resolution Deadline, the Company must, on or before the Approving Resolution Deadline, give:

• a) the Bidder; and

• b) each relevant financial market,

• a written notice stating that an Approving Resolution to approve the Proportional Takeover Bid has been voted on and whether it was passed or rejected.

• 6.4.7 If no resolution has been voted on in accordance with this Clause 6.4 as at the end of the day before the Approving Resolution Deadline, a resolution to approve the Proportional Takeover Bid is taken, for the purposes of Clause 6.4, to have been passed in accordance with this Clause 6.4.

• 6.4.8 This Clause 6.4 will cease to have effect three years after the date of its adoption or its last renewal.

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NOTES

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|1|The Chairman intends to vote all undirected proxies in favour of all resolutions.|
|2|A shareholder entitled to attend and vote at this meeting is entitled to appoint not more than two|
|proxies to attend and vote instead of the shareholder.|
|3|Where more than one proxy is appointed, each proxy must be appointed to represent a specified|
|proportion of the shareholder's voting rights.|
|4|A proxy need not be a shareholder of Beach.|
|5|A proxy form accompanies this notice of meeting and contains additional information.|
|6|To be valid, duly completed proxy forms and any proxy appointment authorities under which a proxy|
|form is signed, such as a power of attorney, must be received by Beach at an address specified in|
|Note 7 below no later than 48 hours before the time, in Adelaide, of the commencement of the|
|meeting.|
|7|A proxy form and proxy appointment authorities may be lodged:|
|In person at the:|Registered Office – 25 Conyngham Street, Glenside SA 5065 Australia; or|
|Share Registry – Computershare Investor Services Pty Ltd, Level 5, 115 Grenfell Street Adelaide SA|
|5000 Australia.|
|By mail to:|Registered Office – 25 Conyngham Street, Glenside SA 5065 Australia; or|
|Share Registry – Computershare Investor Services Pty Ltd, GPO 242, Melbourne, VIC 3001 Australia.|
|By facsimile to:|1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia).|
|Vote online:|Shareholders can also cast their votes online at www.investorvote.com.au and|
|follow the prompts. To use this facility you will need your holder number (SRN or HIN), postcode|
|and control number as shown on the proxy form. You will have been taken to have signed the|
|proxy form if you lodge it in accordance with the instructions on the website.|
|Custodian voting:|For Intermediary Online subscribers only (custodians) please visit|
|www.intermediaryonline.com to submit your voting intentions.|
|8|For the purpose of the meeting, shares in Beach will be taken to be held by those persons who are|
|registered holders at close of business on Tuesday 24 November 2009. Accordingly, transactions|
|registered after that time will be disregarded in determining entitlements to attend and vote at|
|the meeting.|
|9|The constitution of Beach provides that three shareholders present in person, by proxy, attorney or|
|representative shall be a quorum for a general meeting of Beach.|
|10|In respect of resolutions 5 and 6, Beach will disregard any votes cast by Mr Nelson and Mr Gordon,|
|who are the only directors eligible to participate in the EIP Plan and LTI Plan, and the associates of|
|either of them.|
|However Beach need not disregard a vote if:|
|•|it is cast by a person as proxy for a person who is entitled to vote, in accordance with the|
|directions on the proxy form; or|
|•|it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in|
|accordance with a direction on the proxy form to vote as the proxy decides.|
|11|Grant Thornton conducted the audit of Beach for the last financial year. Grant Thornton has been|
|invited to attend this meeting and Beach has been advised that a suitably qualified member of|
|the audit team of Grant Thornton, who conducted the audit of Beach for the last financial year, will|
|attend the meeting.|
|12|Shareholders as a whole will be allowed a reasonable opportunity at the meeting to ask the|
|auditor’s representative questions relevant to the conduct of the audit, the preparation and content|
|of the auditor’s report, the accounting policies adopted by Beach in the preparation of the financial|
|statements and the independence of the auditor in relation to the conduct of the audit.|
|13|Shareholders who are entitled to vote at the meeting may submit a written question to the auditor|
|that is relevant to the content of the auditors report to be considered at the meeting or the conduct|
|of the audit of the annual financial report to be considered at the meeting. Written questions may|
|be submitted by giving them to Beach. Questions must be submitted no later than the fifth|
|business day before the meeting is held. Shareholders can use the form accompanying this notice|
|of meeting.|
|14|The Annual Report is available for shareholders to access and can be downloaded from the Beach|
|website www.beachpetroleum.com.au. If you would like to receive a hard copy of the Annual|
|Report free of charge you can contact Beach's Share Registry on 1300 556 161 (inside Australia)|
|or + 61 3 9415 4000 (outside Australia).|

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