Karoon Energy : Notice of Annual General Meeting

KAROON ENERGY LTD

(ACN 107 001 338)

NOTICE OF ANNUAL GENERAL MEETING

and

EXPLANATORY MEMORANDUM

Date of Meeting:	29 November 2019
Time of Meeting:	10:00 am EDT (Registration opens at 9:00 am EDT)
Place of Meeting:	Club Pavilion Level 2, RACV Club, 501 Bourke Street Melbourne,
	Victoria, 3000

This Notice of Meeting and Explanatory Memorandum should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

KAROON ENERGY LTD ACN 107 001 338

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that an Annual General Meeting of Shareholders of Karoon Energy Ltd ACN 107 001 338 (the Company) will be held at on 29 November 2019 at 10:00 am EDT at Club Pavilion Level 2, RACV Club, 501 Bourke Street Melbourne, Victoria 3000.

The Explanatory Memorandum that accompanies and forms part of this Notice of Annual General Meeting describes in further detail the various matters to be considered at the Annual General Meeting. Shareholders should read the Explanatory Memorandum accompanying this Notice of Meeting before deciding how to vote.

AGENDA

1. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT
   To consider and, if thought fit, to pass the following resolution as a non-binding ordinary resolution:
   "That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the financial year ended 30 June 2019, as contained within the Directors' Report, be adopted."
   This resolution is subject to voting exclusions as set out at section 2 in the Explanatory Memorandum to this Notice of Meeting.
2. RESOLUTION 2 - ELECTION OF MR BRUCE PHILLIPS AS A DIRECTOR
   Please note that, through its Nomination Committee, the Company conducted a comprehensive selection process and appointed Mr Bruce Phillips as an Independent Non-Executive Director on 1 January 2019. Mr Phillips is also Chairman of the Board. The Board unanimously supports the election of Mr Bruce Phillips as a Director.
   To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
   "That Mr Bruce Phillips, who was appointed by the Board as a Director of the Company on 1 January 2019 pursuant to paragraph 11.11 of the Constitution (allowing the appointment of Directors on an interim basis until the next Annual General Meeting) and who retires in accordance with Listing Rule 14.4 and paragraph 11.12 of the Constitution, is eligible for election as a Director of the Company at this AGM and who, being eligible, offers himself for election as a Director of the Company, be elected as a Director of the Company with immediate effect."
3. RESOLUTION 3 - RE-ELECTION OF MR CLARK DAVEY AS A DIRECTOR
   Please note that Mr Clark Davey has served the Company as an Independent Non-Executive Director since 1 October 2010. The Board unanimously supports the re-election of Mr Clark Davey as a Director.
   To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
   "That Mr Clark Davey, who retires by rotation in accordance with Listing Rule 14.4 and paragraph 11.3 of the Constitution of the Company, and who, being eligible, offers himself for re-election, be re-elected as a Director of the Company with immediate effect."

2

1. RESOLUTION 4 - RE-ELECTION OF MR PETER TURNBULL AS A DIRECTOR
   Please note that Mr Peter Turnbull has served the Company as an Independent Non-Executive Director since 6 June 2014. The Board unanimously supports the re-election of Mr Peter Turnbull as a Director.
   To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
   "That Mr Peter Turnbull, who retires by rotation in accordance with Listing Rule 14.4 and paragraph 11.3 of the Constitution of the Company, and being eligible, offers himself for re-election, be re-elected as a Director of the Company with immediate effect."
2. RESOLUTION 5 - APPROVAL OF ISSUE OF SECURITIES UNDER THE PERFORMANCE RIGHTS PLAN 2019

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That the Company approve for all purposes, including Listing Rule 7.2 Exception 9, the Performance Rights Plan 2019 as described in the Explanatory Memorandum accompanying this Notice of Meeting and the issue of securities under the Performance Rights Plan 2019."

This resolution is subject to voting exclusions as set out at section 5 in the Explanatory Memorandum to this Notice of Meeting.

6. RESOLUTION 6 - APPROVAL TO ISSUE PERFORMANCE RIGHTS TO MR ROBERT HOSKING To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That the Company approve for all purposes, including Listing Rule 10.14, the issue to Mr Robert Hosking or his nominee of:

1. 666,323 Short-term Incentive (STI) Performance Rights, which are at risk remuneration, and will only vest should the STI performance hurdles be met during the one-year performance period from 1 July 2019 to 30 June 2020 in addition to completion of one-year employment retention period ending 30 June 2021; and
2. 666,323 Long-term Incentive (LTI) Performance Rights, which are at risk remuneration and will only vest should the LTI performance hurdles over the three-year performance period from 1 July 2019 to 30 June 2022 be satisfied

under and in accordance with the Performance Rights Plan 2019 and otherwise on the terms and conditions set out in the Explanatory Memorandum."

This resolution is subject to voting exclusions as set out at section 6 in the Explanatory Memorandum to this Notice of Meeting.

1. RESOLUTION 7 - RATIFICATION OF PREVIOUS ISSUE OF SHARES
   To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
   "That the Company approve for all purposes, including Listing Rule 7.4, the issue of 72,110,000 Shares at an issue price of $0.93 per Share as detailed in the Explanatory Memorandum."
   This resolution is subject to voting exclusions as set out at section 7 in the Explanatory Memorandum to this Notice of Meeting.
2. FINANCIAL REPORTS
   To receive and consider the Financial Report of the Company, together with the Directors' Report and the Independent Auditor's Report, for the financial year ended 30 June 2019, in accordance with the Corporations Act.

3

Further information is set out in the Explanatory Memorandum accompanying this Notice of Meeting. DATED: 28 October 2019

BY ORDER OF THE BOARD

Scott Hosking

Company Secretary

4

Voting Information

Voting entitlements

The Board of the Company has determined that persons holding fully paid ordinary shares in the Company as at 7.00 pm EDT on Wednesday 27 November 2019 will be entitled to attend and vote at the Annual General Meeting.

Accordingly, transactions registered after that time will be disregarded in determining a Shareholder's entitlement to attend and vote at the meeting.

Appointing a proxy

In accordance with section 249L(1)(d) of the Corporations Act, Shareholders are advised that:

• Each Shareholder who is entitled to attend and vote at the Annual General Meeting has a right to appoint a proxy;
• The proxy need not be a Shareholder of the Company;
• A body corporate appointed as a Shareholder's proxy may appoint an individual as its representative to exercise any of the powers that the body corporate may exercise as the Shareholder's proxy; and
• A Shareholder who is entitled to cast two or more votes at the Annual General Meeting may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one half of the votes (disregarding fractions).

Enclosed with this Notice of Meeting is a proxy form for use by Shareholders (Proxy Form). A Shareholder who appoints a proxy may specify the way in which the proxy is to vote on each resolution or may allow the proxy to vote at their discretion.

In accordance with section 250BA of the Corporations Act, the Company specifies the following information for the purpose of receipt of proxy appointments:

Share Registrar:	Computershare Investor Services Pty Limited
Physical Address:	Yarra Falls, 452 Johnston Street, Abbotsford, Vic 3067, Australia
Postal Address:	GPO Box 242, Melbourne, Vic 3001, Australia
Facsimile Number:	1800 783 447 (within Australia)
	[phone] (outside Australia)

For Intermediary Online subscribers only (custodians): www.intermediaryonline.com.

Shareholders may also register the appointment of proxies online at www.investorvote.com.auby using the secure online access information set out in the Proxy Form.

The completed Proxy Form must be received by the Company at the address specified above, or your proxy must be lodged online, at least 48 hours before the time notified for the Annual General Meeting.

Notes:

1. If a Proxy Form is signed or authenticated by an appointer's attorney, the power of attorney or a certified copy thereof (if any) under which it is signed must accompany the Proxy Form and be received by the Share Registrar
   - Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street, Abbotsford, Vic 3067, not later than 48 hours before the appointed time of the Annual General Meeting.
2. Proxy Forms executed by a corporation must be in accordance with the requirements of the Corporations Act or under the hand of its attorney. In the case of a sole director/secretary company, please indicate "sole director" in the space provided.

5