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Notice of Annual General Meeting 2019

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Notice of Annual General Meeting 2019 Notice of Annual General Meeting 2019 Notice is given that the y a 2019 Annual General Meeting w s s e of shareholders of Origin r p x Energy Limited (Company) E l il h will be held at a C City Recital Hall 2–12 Angel Place, Sydney on Wednesday, 16 October 2019 at 10:00am AEDT. A webcast of the meeting can be viewed on the Company’s website at www.originenergy.com.au CIRCULAR QUAY STATION Botanic Gardens Bridge Street Ben t S tre et George Street Pitt Street Macquarie Street t York Street York e e r t S Origin Energy Limited p i ll ABN – 30 000 051 696 Hu i WYNYARD STATION nt h er P Str Level 32, Tower 1 eet 100 Barangaroo Avenue Barangaroo NSW 2000 City Recital Hall Martin Place GPO Box 5376 MARTIN PLACE STATION Sydney NSW 2001 Domain T (02) 8345 5000 King Street F (02) 9252 9244 Clarence Street Clarence originenergy.com.au [email protected] Eliabeth Street 2 Notice of Meeting 2019 Business 1. Financial Report 5. Remuneration Report Voting exclusion statement The Company will disregard any votes cast To receive and consider the financial To consider and, if thought fit, pass the on Resolution 6: statements of the Company and the reports following non-binding resolution as an of the Directors and auditors for the year ordinary resolution: • in favour of the resolution by or on ended 30 June 2019. behalf of Mr Frank Calabria or any of his “That the Remuneration Report for the year associates, regardless of the capacity in ended 30 June 2019 be adopted.” which the vote is cast; or 2. Election of Mr Greg Lalicker This is a non-binding advisory vote. • as a proxy by a person who is a member of the Company’s KMP at the date of the To consider and, if thought fit, to pass Voting exclusion statement meeting or their closely related parties, the following resolution as an ordinary resolution: The Company will disregard any votes cast unless the vote is cast as proxy for a person on Resolution 5: entitled to vote on Resolution 6: “That Mr Greg Lalicker, being a Director who retires under rule 9.1(c) of the • by or on behalf of a member of the • in accordance with a direction in the Company’s constitution and being eligible, Company’s key management personnel proxy form; or is elected as a Director of the Company.” (KMP) named in the Company’s • by the Chairman of the meeting Remuneration Report for the year ended Details of the qualifications and experience pursuant to an express authorisation 30 June 2019 or their closely related of Mr Lalicker and the recommendation of on the proxy form to vote as the proxy parties, regardless of the capacity in the Board in relation to his election are set decides, even though the resolution is which the vote is cast; or out in the attached Explanatory Notes. connected with the remuneration of a • as a proxy by a person who is a member member of the KMP. of the Company’s KMP at the date of the 3. Re-election of meeting or their closely related parties, 7. Renewal of proportional Mr Gordon Cairns unless the vote is cast as proxy for a person entitled to vote on Resolution 5: takeover provisions To consider and, if thought fit, to pass the following resolution as an ordinary • in accordance with a direction in the To consider and, if thought fit, pass the resolution: proxy form; or following resolution as a special resolution: • by the Chairman of the meeting “That Mr Gordon Cairns, being a Director “That the Company renew the proportional pursuant to an express authorisation who retires by rotation under rule 9.2(a) takeover provisions contained in rule 15 of on the proxy form to vote as the proxy of the Company’s constitution and being the constitution, with effect from the date decides, even though the resolution eligible, is re-elected as a Director of of the meeting for a period of three years.” is connected with the remuneration the Company.” of the KMP. Details of the qualifications and experience 8. Change of auditor of Mr Cairns and the recommendation of the Board in relation to his re-election are 6. Equity grants to Managing “That, for the purposes of section 327B set out in the attached Explanatory Notes. Director & Chief Executive of the Corporations Act and all other Officer Mr Frank Calabria purposes, Ernst & Young, having consented in writing to act as auditor, be appointed 4. Re-election of To consider and, if thought fit, pass as the auditor of the Company and its Mr Bruce Morgan the following resolution as an ordinary controlled entities effective from the resolution: conclusion of this AGM.” To consider and, if thought fit, to pass “That the grant of Restricted Shares the following resolution as an ordinary and Performance Share Rights under resolution: the Company’s Equity Incentive Plan to Managing Director and Chief Executive “That Mr Bruce Morgan, being a Director Officer, Mr Frank Calabria, in the manner set who retires by rotation under rule 9.2(a) out in the Explanatory Notes to this Notice of the Company’s constitution and being of Meeting be approved, and that this eligible, is re-elected as a Director of approval be for all purposes.” the Company.” Details of the qualifications and experience of Mr Morgan and the recommendation of the Board in relation to his re-election are set out in the attached Explanatory Notes. Business 3 9. Resolutions requisitioned 9(c) Informed Consent relating to our 9(d) Public health risks of coal operations company’s proposed fracking activities by a Group of Shareholders in the Beetaloo Sub-Basin Subject to and conditional on Resolution 9(a) being passed by the required The resolutions in Items 9(a) and 9(b) Subject to and conditional on Resolution majority, to consider and, if thought were proposed by a group of shareholders 9(a) being passed by the required fit, pass the following resolution as an holding approximately 0.0180% of majority, to consider and, if thought ordinary resolution: Origin Shares. fit, pass the following resolution as an ordinary resolution: “Shareholders request that, by 30 June The resolutions in Items 9(c) to 9(f) were 2020, the Board prepare and disclose an proposed by a group of shareholders “Our company intends to undertake assessment of the capital and operating holding approximately 0.0145% of hydraulic fracturing (fracking) activities for expenditure required to install and maintain Origin Shares. the purposes of hydrocarbon exploration pollution controls at the Eraring coal-fired on land subject to petroleum exploration power station, sufficient to mitigate public The following resolutions are permits (Permits) held by our company health risks associated with non-carbon air NOT SUPPORTED by the Board: in the Beetaloo Sub-Basin, located in the pollution from that facility. Northern Territory. In view of the substantial 9(a) Amendment to the Constitution length of time which has passed since the The assessment should be prepared at Permits were obtained by our company’s reasonable expense and omit proprietary To consider and, if thought fit, pass the predecessor(s), Sweetpea Pty Ltd and/or information.” following resolution as a special resolution: Falcon Oil & Gas Ltd, and the developments in scientific and community understandings 9(e) Paris Goals and Targets “To amend the constitution to insert at of Fracking since that time: the end of Clause 8.3 ‘Notice of general Subject to and conditional on Resolution meetings’ the following new sub-clause: Shareholders request that the Board 9(a) being passed by the required majority, “The company in general meeting may commission a review of the process to consider and, if thought fit, pass by ordinary resolution express an opinion undertaken by its predecessor(s), in order to the following resolution as an ordinary or request information about the way in confirm that Informed Consent was given resolution: which a power of the company partially or by Aboriginal native title holders on whose exclusively vested in the directors has been lands our company intends to undertake “Shareholders request the Board disclose, in or should be exercised. However, such a fracking (Review). annual reporting from 2020: resolution must relate to a material risk or an issue of material relevance to the company The Review should: 1. Details of how our company’s capital or the company’s business as identified by expenditure, including each material the company and cannot either advocate 1. Be limited to the processes undertaken investment in the acquisition or action that would violate any law or relate to obtain the affected native title holders’ development of oil and gas reserves, is to any personal claim or grievance. Such consent to the grant of the Permits; aligned with articles 2.1(a) and 4.1 of the a resolution is advisory only and does not Paris Agreement1 (Paris Goals); 2. Examine the activities, disclosed to bind the directors or the company.” native title holders, for which consent 2. Short, medium and long-term targets was given to the grant of the Permits; for reductions in our company’s Scope 9(b) Transition Planning Disclosure 1, 2 and 3 emissions (Targets) that are 3. Consider human rights standards aligned with the Paris Goals; and Subject to and conditional on Resolution applicable to our company including the 9(a) being passed by the required majority, principle of Informed Consent; 3. Details of how the company’s to consider and, if thought fit, pass remuneration policy will incentivise 4.
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