Origin Energy Limited (Origin) provides the following update on the proposed acquisition of Origin involving a Brookfield-led consortium of investors, and EIG.

First court hearing The Supreme Court of New South Wales has made orders: that Origin convene a meeting of Origin shareholders to consider and vote on the proposed Scheme to effect the acquisition of all of the shares in Origin (Scheme Meeting) and approving the dispatch to Origin shareholders of an explanatory statement providing information about the Scheme and the notice of Scheme Meeting (Scheme Booklet).

Scheme Booklet and Independent Expert's Report

Origin confirms that the Scheme Booklet has now been registered with the Australian Securities and Investments Commission. A copy of the Scheme Booklet is attached and will also be available at www.originenergy.com.au/scheme2023.

The Scheme Booklet provides Origin shareholders with important information about the Scheme. Origin shareholders are advised to carefully read the Scheme Booklet in its entirety, including the Independent Expert's Report, before deciding how to vote on the Scheme.

Further details will be sent to Origin shareholders shortly as follows: Origin shareholders who have previously elected to receive communications electronically will receive an email to their nominated email address that will contain instructions about how to view or download a copy of the Scheme Booklet and submit a proxy vote online.

Origin shareholders who have elected to receive a full copy of communications will receive (by post to their registered address) a printed copy of the Scheme Booklet and a personalised proxy form.

Origin shareholders who have not made such an election will receive a letter (sent by post to their registered address) enclosing a personalised proxy form and containing details of where they can view and download a copy of the Scheme Booklet.

Origin shareholders who wish to receive a printed copy of the Scheme Booklet may request one by calling the Origin Shareholder Information Line on 1300 540 303 (within Australia) or +61 2 9066 4083 (outside Australia), Monday to Friday between 8.30am and 5.30pm (Sydney time).

Independent Expert's Report

The Independent Expert's Report contained in the Scheme Booklet was prepared by Grant Samuel (Independent Expert). The Independent Expert has concluded that the Scheme is fair and reasonable and is therefore in the best interests of Origin shareholders, in the absence of a superior proposal.

The Independent Expert's conclusion should be read in the context of the full Independent Expert's Report and the Scheme Booklet.

Recommendation of the Origin Board

The Origin Board unanimously recommends that shareholders vote in favour of the Scheme at the Scheme Meeting, in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Origin shareholders. Subject to the same qualification, each member of the Origin Board intends to vote, or cause to be voted, any Origin shares held or controlled by them, in favour of the Scheme.

Scheme consideration and special dividend

The total cash payment to shareholders under the Scheme is approximately $8.81 per share as described in further detail in the Scheme Booklet.

The total cash payment of approximately $8.81 per share comprises1: AUD scheme consideration of $6.25 per Origin share held on the scheme record date (less the special dividend of 39 cents if determined and paid by Origin before the Scheme is implemented); USD scheme consideration of US$1.64 per Origin share held on the scheme record date, which will be converted to Australian dollars and paid in Australian dollars (unless a valid Currency Election is made to receive US dollars), with a current Australian dollar implied value of $2.56 based on the USD/AUD exchange rate of 0.64 as at the last practicable date2 and a fully franked special dividend of 39 cents per Origin share (special dividend) held on the special dividend record date, which the Origin Board intends to pay subject to certain conditions being met.

The Origin Directors will determine, in their absolute discretion, whether or not to pay any special dividend. If a special dividend is paid, it will be deducted from the AUD scheme consideration. As such, regardless of whether the special dividend is paid, Origin shareholders will still receive the same total cash payment of approximately $8.81 per Origin share.

For those Origin shareholders who can realise the benefit of franking credits, the franking credit attached to a special dividend of 39 cents per share is approximately 16.7 cents per share.

Scheme Meeting

The Scheme Meeting will be held at 2.00pm (Sydney time) on 23 November 2023, at the Swissotel Sydney, 68 Market Street Sydney, NSW and will also be broadcast online. Origin shareholders (or their proxies, attorneys or corporate representatives) will be able to attend and vote at the Scheme Meeting in person.

Origin shareholders who are unable to attend in person can view the Scheme Meeting via live webcast at www.originenergy.com.au/scheme2023. Origin shareholders who participate in the Scheme Meeting via the online platform will not be able to vote at the meeting, ask questions or make comments.

All registered Origin shareholders as at 7.00pm (Sydney time) on 21 November 2023 will be eligible to vote at the Scheme Meeting.

All times and dates in the above timetable are references to the time and date in Sydney, Australia and all such times and dates are subject to change. Certain times and dates are conditional on the approval of the Scheme by Origin shareholders and by the Court. Any changes will be announced by Origin to the ASX.

Contact:

Tel: +61 2 9066 4083

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