Karoon Energy : Appendix 3B

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

Karoon Energy LtdABN 53 107 001 338

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

  Conversion of Performance Rights expiring on 30/06/2019. Vesting was based on satisfaction of key performance indicators during the 2017 financial year and a one-year employment retention period.

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

  445,208

• 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)

Each Converted Performance Right vested on 01/07/2018 and expires on 30/06/2019.

• 4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

  Yes

  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

  Nil

• 6 Purpose of the issue

  N/A

  (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?

  N/A

  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

  N/A

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

  N/A

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

• 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

  N/A

• 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.

  N/A

• 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

  N/A

• 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

  N/A

• 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)

20 March 2019

Number	+Class
246,166,561	Ordinary Fully Paid Shares

9

Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

Number

+Class

2,450,913 915,499 1,384,351 693,481 1,385,544 2,028,975 1,148,344 2,288,785 1,144,393 4,367,289

ESOP options with an exercise price of $1.82, exercisable subject to the satisfaction of key performance indicators and employment retention. Escrow until 01/07/2019 and expiring 30/06/2020. Performance Rights vesting 1/07/2018 and expiring 30/06/2019. Vesting subject to employment retention. Performance Rights, vesting 01/07/2019 and expiring 30/06/2020. Vesting subject to the satisfaction of key performance indicators and employment retention. Performance Rights vesting 01/07/2019 and expiring 30/06/2020. Vesting subject to employment retention. Performance Rights vesting 01/07/2020 and expiring 30/06/2021. Vesting subject to satisfaction of key performance indicators and employment retention. ESOP Options with an exercise price of $1.73, exercisable from 01/07/2020 and expiring on 30/06/2021. Vesting subject to satisfaction of key performance indicators. ESOP Options with an exercise price of $1.77, exercisable from 01/07/2020 and expiring on 30/06/2021. Vesting subject to satisfaction of key performance indicators. Performance Rights vesting 01/07/2020 and expiring 30/06/2021. Vesting subject to satisfaction of key performance indicators and employment retention. Performance Rights vesting 01/07/2021 and expiring 30/06/2022. Vesting subject to satisfaction of key performance indicators and employment retention. ESOP Options with an exercise price of $1.40, exercisable from 01/07/2021 and expiring on 30/06/2022. Vesting subject to satisfaction of key performance indicators.

10

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

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 entitlements

  todetermine

• 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 acceptances or renunciationsof