Beach Energy : Appendix 3B

Appendix 3B

New issue announcement

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 anddocuments 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 LIMITEDABN20 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

  • (a) Fully paid ordinary shares (Shares)

  • (b) Unlisted 2017 STI performance rights (2017

  STI Rights)

  • (a) 1,218,627 Shares

  • (b) 437,928 2017 STI Rights

• 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)

(a) Fully paid ordinary shares

(b) 218,962 of the 2017 STI Rights vest on 1 July 2019; and 218,966 of the 2017 STI Rights vest on 1 July 2020, subject to the holder of the rights remaining employed with Beach Energy Limited on the vesting dates.

+ See chapter 19 for defined terms.

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Appendix 3B Page 1

• 4 Do the+securities rank equally in all 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

• 5 Issue price or consideration

  YesNot applicable.

• 6 Purpose of the issue

  (If issued as consideration for the acquisition of assets, clearly identify those assets)

• 6a Is the entity an+eligible entity that 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 resolution under rule 7.1A was passed

  (a) Issued upon vesting of unlisted performance rights issued on 1 December 2015 and 19 May 2016 pursuant to the Beach Energy Limited Executive Incentive Plan for the 2015 Long Term Incentive offer following achievement of the performance conditions.

  (b) Unlisted performance rights issued pursuant to the Beach Energy Limited Executive Incentive Plan for the 2017 Short Term Incentive offer.

  Not applicableNot applicable

• 6c Number of+securities issued without security holder approval under rule 7.1

Not applicable

• 6d Number of+securities issued with security holder approval under rule 7.1A

  Not applicable

• 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

  Not applicable

• 6f Number of+securities issued under an exception in rule 7.2

  Not applicable

• 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.

  Not applicable

• 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

  Not applicable

• 6iCalculate the entity's remainingissue capacity under rule 7.1 and rule 7.1A-complete Annexure 1 and release to ASX Market Announcements

  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 (includingthe+securities in section 2 if applicable)

6 December 2018

Number	+Class
2,278,249,104	Ordinary shares

• 9 Number and+class of all

  +securities not quoted on ASX

  (includingthe+securities in

  section 2 if applicable)

  Number	+Class
  2016 Rights 1,879,849 2016 STI Rights 460,262 2017 LTI Rights 2,604,904 2017 STI Rights 437,928	Unlisted rights Unlisted rights Unlisted rights Unlisted rights

• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Not applicable

Part 2 - Pro rata issue

• 11 Is security required?

  holderapproval

• 12 Is the issue renounceable or non-renounceable?

• 13 Ratio in which the+securities will be offered

• 14+Class of+securities to which the offer relates

• 15+Record date entitlementstodetermine

• 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.

Appendix 3B

New issue announcement

• 19 Closing date for receipt acceptances or renunciations

• 20 Names of any underwritersof

• 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 onsecurity holders' approval, thedate 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 entitlementsin fullthrough a broker?

• 31 How do security holders sellpartof their entitlements through a broker and accept for the balance?

+ See chapter 19 for defined terms.

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