603 Page 1 of 3 15 July 2001

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

For personal use only

ToCompany Name/Scheme

Karoon Energy Limited

ACN/ARSN

107 001

338

1. Details of substantial holder (1)

Name

Australian Retirement Trust Pty LTD ATF Australian Retirement Trust

ACN/ARSN (if applicable)

010 720

840

The holder became a substantial holder on

31/05/2022

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)

Number of securities

Person's votes (5)

Voting power (6)

Fully paid ordinary

28,120,275

28,120,275

5.045%

shares

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest

Nature of relevant interest (7)

Class and number of securities

Australian Retirement Trust

Power to exercise voting rights

pursuant to position held as

Fully paid ordinary

Pty LTD ATF Australian

trustee of a superannuation

shares 28,120,275

Retirement Trust

fund.

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant

Registered holder of

Person entitled to be

Class and number of securities

interest

securities

registered as holder (8)

Australian

HSBC Custody

Fully paid ordinary

Retirement Trust Pty

Nominees

LTD ATF Australian

shares 28,120,275

(Australia)Limited

Retirement Trust

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant

Date of acquisition

Consideration (9)

Class and number of securities

interest

Cash

Non-cash

Refer to Annexure A

603 Page 2 of 3 15 July 2001

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

only

Name and ACN/ARSN (if applicable)

Nature of association

7. Addresses

The addresses of persons named in this form are as follows:

use

Name

Address

Australian Retirement

Trust Pty LTD ATF

30 Little Cribb Street, Milton QLD 4064

Australian Retirement

Trust

Signature

personal(5)

The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an

print name

Tobias Claesson

Tracy Ashworth

capacity

Authorised Signatory

sign here

date

02/06/2022

DIRECTIONS

(1)

If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the

manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of

persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each

group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

(2)

See the definition of "associate" in section 9 of the Corporations Act 2001.

(3)

See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

(4)

The voting shares of a company constitute one class unless divided into separate classes.

For

associate has a relevant interest in.

The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

(6)

(7)

Include details of:

(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of

any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any

contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or

arrangement; and

(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

  1. If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write "unknown".
  2. Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on

the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in

603 Page 3 of 3 15 July 2001

relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

For personal use only

Annexure A: Consideration

Holder of Relevant Interest

Purchase/

Trade Date

Consideration

Consideration

Number of

Sale

(Cash)

(Non-Cash)

Securities

only

(All fully paid

ordinary)

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

MERGER

28/02/2022

n/a

35,162,302.92

17,236,423.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

04/03/2022

16,941.05

n/a

7,793.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

07/03/2022

1,246,857.39

n/a

539,686.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

SELL

07/03/2022

10,382.25

n/a

4,587.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

08/03/2022

37,578.77

n/a

16,088.000

use

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

SELL

08/03/2022

211,115.23

n/a

92,281.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

09/03/2022

5,107.70

n/a

2,222.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

10/03/2022

1,568,106.21

n/a

742,221.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

SELL

10/03/2022

19,249.53

n/a

9,123.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

SELL

10/03/2022

7,438.86

n/a

3,535.000

personal

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

SELL

10/03/2022

33,040.49

n/a

15,659.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

SELL

11/03/2022

43,929.21

n/a

20,059.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

SELL

14/03/2022

152,861.67

n/a

67,955.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

SELL

15/03/2022

21,739.53

n/a

10,000.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

16/03/2022

845,869.49

n/a

387,445.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

17/03/2022

742,640.65

n/a

351,559.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

21/03/2022

19,365.54

n/a

9,111.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

SELL

21/03/2022

14,129.01

n/a

6,525.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

22/03/2022

1,228,357.89

n/a

546,722.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

SELL

22/03/2022

17,809.76

n/a

8,000.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

25/03/2022

744,864.75

n/a

334,990.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

29/03/2022

919,242.20

n/a

423,012.000

For

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

31/03/2022

1,060,002.36

n/a

493,953.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

04/04/2022

6,017.66

n/a

2,714.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

SELL

04/04/2022

17,743.38

n/a

8,088.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

05/04/2022

3,005.39

n/a

1,357.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

06/04/2022

636,443.05

n/a

293,064.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

06/04/2022

5,018.23

n/a

2,314.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

12/04/2022

404,002.03

n/a

194,149.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

12/04/2022

57,551.60

n/a

27,500.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

SELL

12/04/2022

44,148.08

n/a

21,333.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

13/04/2022

489,569.63

n/a

228,851.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

13/04/2022

58,853.16

n/a

27,500.000

only

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

14/04/2022

3,817.49

n/a

1,750.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

19/04/2022

5,019.67

n/a

2,232.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

SELL

19/04/2022

126,009.11

n/a

55,000.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

20/04/2022

3,018.96

n/a

1,357.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

SELL

20/04/2022

6,005.09

n/a

2,714.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

21/04/2022

660,703.20

n/a

290,867.000

use

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

26/04/2022

2,518.94

n/a

1,219.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

SELL

28/04/2022

524,280.30

n/a

254,505.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

29/04/2022

247,991.92

n/a

118,376.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

02/05/2022

104,464.62

n/a

50,466.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

02/05/2022

5,018.58

n/a

2,369.000

personal

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

04/05/2022

648,632.80

n/a

311,530.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

SELL

04/05/2022

37,580.16

n/a

18,000.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

05/05/2022

513,366.89

n/a

241,518.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

05/05/2022

6,958.74

n/a

3,250.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

06/05/2022

522,820.13

n/a

261,686.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

06/05/2022

80,206.80

n/a

40,000.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

10/05/2022

264,784.40

n/a

145,095.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

10/05/2022

286,822.96

n/a

158,826.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

10/05/2022

8,839.99

n/a

4,900.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

SELL

11/05/2022

30,569.67

n/a

17,000.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

12/05/2022

1,223,605.46

n/a

660,289.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

SELL

16/05/2022

373,237.50

n/a

201,750.000

For

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

SELL

16/05/2022

166,932.90

n/a

90,234.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

16/05/2022

166,932.90

n/a

90,234.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

16/05/2022

373,237.50

n/a

201,750.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

SELL

16/05/2022

75,716.07

n/a

40,000.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

17/05/2022

941,718.84

n/a

483,344.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

18/05/2022

652,617.69

n/a

341,982.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

19/05/2022

351,737.68

n/a

186,883.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

19/05/2022

746,868.16

n/a

396,876.000

Australian Retirement Trust Pty Ltd

ATF Australian Retirement Trust

BUY

19/05/2022

5,018.69

n/a

2,702.000

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Karoon Energy Limited published this content on 02 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 June 2022 06:21:04 UTC.