Karoon Energy : Appendix 3Y

ASX RELEASE	Issued 7 November 2019

Appendix 3Y for sale of shares to prepare to participate in retail entitlement offer

To assist in the exercise of rights under the Karoon Energy Ltd Retail Entitlement Offer, Mark Smith has sold 1,063,240 ordinary fully paid shares. Mr Smith will use the proceeds to exercise his rights and continues to hold 1,951,203 ordinary fully paid shares in Karoon Energy Ltd.

Please find attached Appendix 3Y- Change in Directors Interest Notice.

Important Note

Should investors have any questions or queries regarding the company, please contact James Wootton on

03 9616 7500 or [e-mail] holdingenquiries should be directed to our share

registrar, Computershare on 1300 850 505.

About Karoon Energy Ltd

Karoon Energy Ltd is an international oil and gas exploration company with projects in Australia, Brazil and

Peru and is an ASX listed company.

Karoon has a core exploration growth strategy, focused on large targets in proven Petroleum Systems. The

Company is looking to complete the acquisition of a foundation production asset that will underpin long-

term sustainable growth and shareholder value.

Karoon's strategic vision is to transform into a global E&P company with material production to underpin

growth through a highly prospective exploration portfolio and entrepreneurial spirit.

Appendix 3Y

Change of Director's Interest Notice

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 30/9/2001.

Name of entity	Karoon Energy Ltd
ABN	53 107 001 338

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Mr Mark Smith
Date of last notice	16 August 2019

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Direct and indirect
Nature of indirect interest	IERS (Australia) Pty Ltd
(including registered holder)
Note: Provide details of the circumstances giving rise to
the relevant interest.
Date of change	30 October 2019
	31 October 2019
	7 November 2019
	8 November 2019
No. of securities held prior to	3,014,443 Ordinary Fully Paid Shares.
change
	202,903 Performance Rights, exercisable subject to the satisfaction of
	key performance indicators and employment retention. Escrow until
	01/07/2020 and expiring 30/06/2021.
	574,172 unlisted ESOP options with an exercise price of $1.77,
	exercisable subject to the satisfaction of key performance indicators
	and employment retention. Escrow until 01/07/2020 and expiring
	30/06/2021.
Class	Ordinary Fully Paid Shares
Number acquired

		Appendix 3Y
		Change of Director's Interest Notice
	Number disposed	1,063,240 Ordinary Fully Paid Shares
	Value/Consideration
	Note: If consideration is non-cash, provide details and	$1,052,608 gross
	estimated valuation
	No. of securities held after change	1,951,203 Ordinary Fully Paid Shares.
		202,903 Performance Rights, exercisable subject to the satisfaction of
		key performance indicators and employment retention. Escrow until
		01/07/2020 and expiring 30/06/2021.
		574,172 unlisted ESOP options with an exercise price of $1.77,
		exercisable subject to the satisfaction of key performance indicators
		and employment retention. Escrow until 01/07/2020 and expiring
		30/06/2021.
	Nature of change	On-Market Trade to raise funds for take up of Entitlement Shares
	Example: on-market trade, off-market trade, exercise of	under the Karoon Energy Ltd Entitlement Offer
	options, issue of securities under dividend reinvestment
	plan, participation in buy-back

Part 2 - Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract

Nature of interest

Name of registered holder (if issued securities)

Date of change

No. and class of securities to which interest related prior to change

Note: Details are only required for a contract in relation to which the interest has changed

Interest acquired

Interest disposed

Value/Consideration

Note: If consideration is non-cash, provide details and an

estimated valuation

Interest after change

Karoon Energy Ltd ABN 53 107 001 338 • Po Box 469 Mt Martha Victoria 3934

Phone [phone] Website: www.karoonenergy.com

Appendix 3Y

Change of Director's Interest Notice

Karoon Energy Ltd ABN 53 107 001 338 • Po Box 469 Mt Martha Victoria 3934

Phone [phone] Website: www.karoonenergy.com

Appendix 3Y

Change of Director's Interest Notice

Part 3 - Closed period

Were the interests in the securities	n/a
or contracts detailed above traded
during a closed period where prior
written clearance was required?
If so, was prior written clearance	n/a
provided to allow the trade to
proceed during this period?
If prior written clearance was	n/a
provided, on what date was this
provided?

Karoon Energy Ltd ABN 53 107 001 338 • Po Box 469 Mt Martha Victoria 3934

Phone [phone] Website: www.karoonenergy.com