BEACH ENERGY LIMITED — Capital/Financing Update 2017

Sep 27, 2017

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Beach Energy Limited ( Beach )

ABN

20 007 617 969

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Fully paid ordinary shares (Shares)
	Approximately 401,531,247 Shares (New Shares) to be issued pursuant to an accelerated non-renounceable entitlement offer (Offer) described in the ASX Announcement and Investor Presentation lodged with ASX on 28 September 2017 (ASX Materials). The exact number of shares to be issued under the Offer is still to be finalised and is subject to reconciliation of shareholder entitlements and rounding.
	Fully paid ordinary shares

4 Do the[+] securities rank equally in From the issue date, the New Shares will rank all respects from the[+] issue date equally in all respects with the existing fully with an existing +securities?[+] class of quoted paid ordinary shares in Beach currently on issue. If the additional[+] securities do not All shares to be issued under the Offer will be rank equally, please state:  the date from which they do issued after the record date of the Company’s  the extent to which they FY2017 fully franked final dividend (i.e. 28 participate for the next August 2017) and so will consequently not be dividend, (in the case of a trust, entitled to the dividend payable on 29 distribution) or interest September 2017. payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration $0.75 per New Share. 6 Purpose of the issue As described in the ASX Materials. (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an[+] eligible entity that Not applicable. has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder Not applicable. resolution under rule 7.1A was passed 6c Number of +securities issued Not applicable. without security holder approval under rule 7.1 6d Number of[+] securities issued with Not applicable. security holder approval under rule 7.1A

• See chapter 19 for defined terms.

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6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the+securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including_the+securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	The issue date for New Shares under the institutional component of the Offer is scheduled to be 10 October 2017. The issue date for New Shares under the retail component of the Offer is scheduled to be 24 October 2017.	The issue date for New Shares under the institutional component of the Offer is scheduled to be 10 October 2017. The issue date for New Shares under the retail component of the Offer is scheduled to be 24 October 2017.
	Number	+Class
	After completion of the Offer there will be approximately 2,275,343,731Shares on issue (based on the number of fully paid ordinary shares on issue at the date of this Appendix 3B and the number of fully paid ordinary shares to be issued under the Offer, subject to the effects of rounding).	Ordinary shares
	Number	+Class
	2014 Rights 887,272 2015 Rights 2,554,586 CEO Rights 414,547 2016 Rights 2,964,391	Unlisted Rights Unlisted Rights Unlisted Rights Unlisted Rights
	Unchanged.

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered	No. Non-renounceable. 3 for 14

• See chapter 19 for defined terms.

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14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters	Fully-paid ordinary shares.
	7:00pm (Sydney time), 2 October 2017.
	No.
	Where fractions arise in the calculation of shareholders’ entitlements under the Offer, they will be rounded up to the nearest whole number.
	All countries other than Australia and New Zealand and any other jurisdictions into which it is decided to make offers, as disclosed in the ASX Materials.
	The institutional component of the Offer closes at 10.00am (Sydney time) on 29 September 2017. The retail component of the Offer closes at 5.00pm(Sydneytime)on 16 October 2017.
	Credit Suisse (Australia) Limited, Goldman Sachs Australia Pty Ltd and UBS AG, Australia Branch are underwriting the Offer except the amounts pre-committed by entities controlled by Seven Group Holdings Limited (Seven), representing Seven’s full pro-rata entitlements (Major Shareholder Commitment).

21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their	In respect of the institutional tranche of the Offer: an underwriting fee of 1.25% of the underwritten amount (which excludes the Major Shareholder Commitment) (excluding GST) and a management and selling fee of 0.5% (excluding GST) of the proceeds of the Offer (which excludes the Major Shareholder Commitment). In respect of the retail tranche of the Offer: an underwriting fee of 1.25% of the underwritten amount (which excludes the amount of the Offer that is sub-underwritten by Seven) (excluding GST) and a management and selling fee of 0.5% (excluding GST) of the proceeds of the Offer (which excludes the amount of the Offer that is sub-underwritten bySeven)
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	A Retail Offer Booklet and Entitlement and Acceptance Form will be sent to eligible retail shareholders on 5 October 2017.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

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entitlements in full through a broker? 31 How do security holders sell part of Not applicable. their entitlements through a broker and accept for the balance? 32 How do security holders dispose of Not applicable. their entitlements (except by sale through a broker)? 33 +Issue date

The issue date for New Shares under the institutional component of the Offer is scheduled to be 10 October 2017. The issue date for New Shares under the retail component of the Offer is scheduled to be 24 October 2017.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of[+] securities ( tick one )

(a) +Securities described in Part 1

(b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38 Number of[+] securities for which Not applicable. +quotation is sought 39 +Class of +securities for which Not applicable. quotation is sought 40 Do the[+] securities rank equally in all Not applicable. respects from the[+] issue date with an existing[+] class of quoted[+] securities? If the additional[+] securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation Not applicable. now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and[+] class of all[+] securities Not applicable. Not applicable. quoted on ASX ( including the +securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

  • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 28 September 2017 ( ~~Director/C~~ ompany secretary)

Print name: Cathy Oster

• See chapter 19 for defined terms.

== == == == ==

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

==> picture [415 x 404] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid [+] ordinary Not applicable.
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following: Not applicable.
• Number of fully paid [+] ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid [+] ordinary Not applicable.
securities cancelled during that 12 month
period
“A” Not applicable.
----- End of picture text -----

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of[+] equity securities issued Not applicable. or agreed to be issued in that 12 month period not counting those issued:

• Under an exception in rule 7.2 • Under rule 7.1A

• With security holder approval under rule 7.1 or rule 7.4

• Note:

• This applies to equity securities, unless specifically excluded – not just ordinary securities

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• “C”

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15 Not applicable. Note: number must be same as shown in Step 2 Subtract “C” Not applicable. Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	Not applicable.
Step 2: Calculate 10% of “A”
“D”	Not applicable. 0.10 Note: this value cannot be changed
Multiply“A” by 0.10
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	Not applicable.
“E”	Not applicable.

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	Not applicable.
Subtract“E” Note: number must be same as shown in Step 3	Not applicable.
Total[“A” x 0.10] – “E”	Not applicable. Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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