PROSPECTUS dated 12 September 2014

Origin Energy Finance Limited (incorporated with limited liability in Australia, ABN 86 151 002 738) €1,000,000,000 Capital Securities due 2074 guaranteed on a subordinated basis by Origin Energy Limited (incorporated with limited liability in Australia, ABN 30 000 051 696) Issue Price: 99.627 per cent.

The €1,000,000,000 Capital Securities due 2074 (the Capital Securities) are issued by Origin Energy Finance Limited (the Issuer) and guaranteed on a subordinated basis by Origin Energy Limited (the Guarantor or the Company). Each Capital Security entitles the Holder thereof to receive cumulative interest in accordance with the terms and conditions of the Capital Securities. Interest on the Capital Securities will accrue (i) from (and including) 16 September 2014 (the Issue Date) to (but excluding) 16 September 2019 (the First Call Date) at a rate of 4.00 per cent. per annum, (ii) from (and including) the First Call Date to (but excluding) 16 September 2024 (the Second Call Date) at the relevant Reset Interest Rate, (iii) from (and including) the Second Call Date to (but excluding) 16 September 2039 (the Additional Step-Up Date)at the relevant Reset Interest Rate plus 0.25 per cent. per annum; and (iv) from (and including) the Additional Step-Up Date to (but excluding) 16 September 2074 (the Maturity Date) at the relevant Reset Interest Rate plus 1.00 per cent. per annum. Interest will be payable (subject to deferral as described herein) semi-annually in arrear on 16 March and 16 September in each year. See Condition 5 of “Terms and Conditions of the Capital Securities” (the Conditions) for details. Unless redeemed earlier in accordance with the Conditions, the Capital Securities mature on the Maturity Date. The Issuer may redeem the Capital Securities on the First Call Date, the Second Call Date or on any Interest Payment Date thereafter. In addition the Issuer will have the right to redeem the Capital Securities upon the occurrence of a Change of Control Event, a Gross-Up Event, a Tax Event or an Equity Credit Rating Event as described in Condition 6. Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities (the Prospectus Act 2005) to approve this document as a prospectus. By approving the Prospectus, the CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Prospectus or the quality or solvency of the Issuer or the Guarantor in accordance with Article 7(7) of the Prospectus Act 2005. Application has also been made to the Luxembourg Stock Exchange for the Capital Securities to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. References in this Prospectus to the Capital Securities being listed (and all related references) shall mean that the Capital Securities have been admitted to trading on the Luxembourg Stock Exchange’s regulated market and have been admitted to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). The Capital Securities are expected on issue to be rated Ba1 by Moody’s Investors Services Pty Limited and BB+ by Standard & Poor’s (Australia) Pty Ltd. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Neither Moody’s Investors Services Pty Limited nor Standard & Poor’s (Australia) Pty. Ltd is established in the European Union and neither of them are registered in accordance with Regulation (EC) No 1060/2009. The Capital Securities will be issued in registered form and will be represented upon issue by a single Global Certificate. The Global Certificate will be deposited on or about 16 September 2014 (the Closing Date) with and registered in the name of a nominee for a common depositary for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg). An investment in the Capital Securities involves certain risks. Prospective investors should have regard to the factors described under the heading “Risk Factors” commencing on page 4.

Structuring Adviser UBS Joint Bookrunners and Lead Managers Barclays Goldman Sachs International UBS Words and expressions defined in the Conditions and “Glossary” and not otherwise defined in this Prospectus shall have the same meanings when used in the remainder of this Prospectus. This Prospectus comprises a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC, as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) (the Prospectus Directive) and for the purpose of giving information with regard to the Issuer, the Guarantor and its subsidiaries and affiliates taken as a whole (the Group), the Capital Securities and the guarantee of the Capital Securities (the Guarantee) which according to the particular nature of the Issuer, the Guarantor, the Capital Securities and the Guarantee, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and the Guarantor and of the rights attaching to the Capital Securities. Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of each of the Issuer and the Guarantor (having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Reserves quoted have been compiled in a manner consistent with the Petroleum Resources Management System 2007 published by the Society of Petroleum Engineers (SPE). This Prospectus includes disclosures of the Guarantor’s and Australia Pacific LNG’s reserves and resources as at 30 June 2014. These reserves and resources were announced on 31 July 2014 in the Guarantor’s Annual Reserves Report for the year ended 30 June 2014 (Annual Reserves Report). The Guarantor confirms that it is not aware of any new information or data that materially affects the information included in the Annual Reserves Report and that all the material assumptions and technical parameters underpinning the estimates in the Annual Reserves Report continue to apply and have not materially changed. Petroleum reserves and contingent resources are typically prepared by deterministic methods with support from probabilistic methods. Petroleum reserves and contingent resources are aggregated by arithmetic summation by category and as a result, proved reserves (1P reserves) may be a conservative estimate due to the portfolio effects of the arithmetic summation. Proved plus probable plus possible (3P reserves) may be an optimistic estimate due to the same aforementioned reasons. None of the Joint Lead Managers (as defined under “Subscription and Sale”, below) or the Trustee (as defined herein) has independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint Lead Managers or the Trustee as to the accuracy or completeness of the information contained or incorporated in this Prospectus or any other information provided by the Issuer or the Guarantor in connection with the offering of the Capital Securities. None of the Joint Lead Managers or the Trustee accepts any liability in relation to the information contained in this Prospectus or any other information provided by the Issuer or the Guarantor in connection with the offering of the Capital Securities or their distribution. Advisers named in this Prospectus have not caused the issue of, and take no responsibility for, this Prospectus, have acted pursuant to the terms of their respective engagements and do not make, and should not be taken to have verified, any statement or information in this Prospectus unless expressly stated otherwise. No person is or has been authorised by the Issuer or the Guarantor to give any information or to make any representation not contained in or not consistent with this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Issuer, the Guarantor, the Trustee or any of the Joint Lead Managers. Neither this Prospectus nor any other information supplied in connection with the offering of the Capital Securities (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, the Guarantor, the Trustee or any of the Joint Lead Managers that any recipient of this Prospectus or any other information supplied in connection with the offering of the Capital Securities should purchase any Capital Securities. This Prospectus does not take into account the objectives, financial situation or needs of any potential investor. Each investor contemplating purchasing any Capital Securities should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and the Guarantor. Neither this Prospectus nor any other information supplied in connection with the offering of the Capital Securities constitutes an offer or invitation by or on behalf of the Issuer, the Guarantor or any of the Joint Lead Managers to any person to subscribe for or to purchase any Capital Securities. Neither the delivery of this Prospectus nor the offering, sale or delivery of the Capital Securities shall in any circumstances imply that there has been no change in the affairs of the Issuer or the Guarantor since the date

i hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer or the Guarantor since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that the information contained herein or any other information supplied in connection with the Capital Securities is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The Joint Lead Managers expressly do not undertake to review the financial condition or affairs of the Issuer or the Guarantor during the life of the Capital Securities or to advise any investor in the Capital Securities of any information coming to their attention. The Capital Securities and the Guarantee in respect thereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act). Subject to certain exceptions, the Capital Securities may not be offered, sold or delivered within the United States or to U.S. persons. For a further description of certain restrictions on the offering and sale of the Capital Securities and on distribution of this Prospectus, see “Subscription and Sale” below. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of the Capital Securities in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Prospectus and the offer or sale of Capital Securities may be restricted by law in certain jurisdictions. None of the Issuer, the Guarantor, the Trustee or the Joint Lead Managers represents that this Prospectus may be lawfully distributed, or that the Capital Securities may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assumes any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Guarantor, the Trustee or the Joint Lead Managers which is intended to permit a public offering of the Capital Securities or the distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Capital Security may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus or any Capital Securities may come must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and the offering and sale of Capital Securities. For a description of further restrictions on the distribution of this Prospectus and the offer or sale of Capital Securities, see “Subscription and Sale”. This Prospectus has not been, and will not be, lodged with the Australian Securities and Investments Commission and is not, and does not purport to be, a document containing disclosure to investors for the purposes of Part 6D.2 or Part 7.9 of the Corporations Act 2001 of the Commonwealth of Australia (the Corporations Act). It is not intended to be used in connection with any offer for which such disclosure is required and does not contain all the information that would be required by those provisions if they applied. It is not to be provided to any ‘retail client’ as defined in section 761G of the Corporations Act. Neither the Issuer nor the Guarantor is licensed to provide financial product advice in respect of the Capital Securities. Cooling off rights do not apply to the acquisition of the Capital Securities. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of the Capital Securities in any jurisdiction to any person who is an associate of the Issuer within the meaning of subsection 128F(9) of the Income Tax Assessment Act 1936 of the Commonwealth of Australia and is: (a) a resident of Australia that would acquire the Capital Security through a permanent establishment outside Australia, or a non- resident that would not acquire the Capital Security through a permanent establishment in Australia; and (b) is not acting in the capacity of a dealer, manager or underwriter in relation to the placement of the relevant Capital Securities, or a clearing house, custodian, funds manager or responsible entity of a registered managed investment scheme for the purposes of the Corporations Act. The Joint Lead Managers, the Trustee and the agents appointed in connection with the Capital Securities have received, or will receive, fees from the Issuer and/or the Guarantor in connection with their participation in the offer and/or the Capital Securities and may hold interests in the Capital Securities for their own account. In addition, certain of the Joint Lead Managers, the Trustee and such agents and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, or may provide services to, the Issuer or the Guarantor. Each of Barclays Bank PLC, Goldman Sachs International and UBS Limited is relying upon Australian Securities and Investments Commission (ASIC) Class Order 03/1099 and in that respect makes the following disclosures. Each of Barclays Bank PLC, Goldman Sachs International and UBS Limited is exempt under ASIC Class Order 03/1099 from the requirement to hold an Australian financial services licence under the Corporations Act 2001 (Cth) in respect of the financial services it provides in relation to this transaction. Each of

ii Barclays Bank PLC, Goldman Sachs International and UBS Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority under the laws of England and Wales, which differ from Australian laws. IN CONNECTION WITH THE ISSUE OF THE CAPITAL SECURITIES, UBS LIMITED AS STABILISING MANAGER (THE STABILISING MANAGER) (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) MAY OVER-ALLOT CAPITAL SECURITIES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE CAPITAL SECURITIES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE CAPITAL SECURITIES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE CAPITAL SECURITIES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE CAPITAL SECURITIES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILISING MANAGER (OR PERSONS ACTING ON BEHALF OF ANY STABILISING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES. All references in this Prospectus to: (i) Australian dollars and A$ refer to the currency of the Commonwealth of Australia; (ii) U.S. dollars and U.S.$ refer to the lawful currency of the United States of America; (iii) New Zealand dollars or NZ$ are to New Zealand dollars; and (iv) euro and € refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Prospectus includes forward-looking statements. Words such as “anticipate”, “believe”, “expect”, “plan”, “targets”, “aims”, “estimate”, “will”, “would”, “may”, “could”, “continue” and similar expressions are intended to identify forward-looking statements. All statements other than statements of historical fact included in this Prospectus, including, without limitation, those regarding the Issuer’s and/or the Guarantor’s financial position, business strategy, management plans and objectives for future operations, are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the Issuer’s and/or the Guarantor’s actual results, performance or achievements, or industry results, to be materially different from those expressed or implied by these forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the Issuer’s and/or the Guarantor’s present and future business strategies and the environment in which the Issuer and/or the Guarantor expects to operate in the future. Important factors that could cause the Issuer’s and/or the Guarantor’s actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, changes or downturns in the Australian economy or the economies in other countries in which the Issuer and/or the Guarantor conducts business, the impact of fluctuations in foreign exchange rates and interest rates and the impact of future regulatory requirements. Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed under “Risk Factors”. Forward-looking statements speak only as of the date of this Prospectus and the Issuer and the Guarantor expressly disclaim any obligation or undertaking to publicly update or revise any forward-looking statements in this Prospectus to reflect any change in the Issuer’s and/or the Guarantor’s expectations or any change in events, conditions or circumstances on which these forward-looking statements are based. Given the uncertainties of forward-looking statements, the Issuer and the Guarantor provide no assurance that projected results or events will be achieved and the Issuer and the Guarantor caution potential investors not to place undue reliance on these statements.

iii CONTENTS

Page Overview...... 1 Risk Factors ...... 4 Documents Incorporated by Reference ...... 18 Terms and Conditions of the Capital Securities ...... 20 Global Certificate Representing the Capital Securities ...... 39 Clearance and Settlement of the Capital Securities...... 41 Use of Proceeds ...... 43 Description of the Issuer ...... 44 Description of the Guarantor ...... 45 Summary Financial Information of the Issuer ...... 70 Summary Financial Information of the Guarantor...... 71 Recent Developments and Prospects ...... 74 Industry Overview...... 76 Key Regulatory Regimes ...... 89 Board of Directors and Executive Management Team of the Guarantor ...... 97 Taxation ...... 101 Subscription and Sale...... 106 General Information ...... 110 Glossary ...... 113 OVERVIEW

This overview must be read as an introduction to this Prospectus and any decision to invest in the Capital Securities should be based on a consideration of this Prospectus as a whole. Words and expressions defined in the Conditions shall have the same meanings in this section. Issuer Origin Energy Finance Limited, a subsidiary of the Guarantor. Guarantor Origin Energy Limited Issue €1,000,000,000 Capital Securities due 2074 Guarantee Payments of principal and interest in respect of the Capital Securities and all moneys payable by the Issuer under or pursuant to the Capital Securities and the Trust Deed will be unconditionally and irrevocably guaranteed by the Guarantor on the terms set out in the Trust Deed. The obligations of the Guarantor under the Guarantee will be unconditional, unsecured and subordinated obligations of the Guarantor. The rights and claims of the Holders in respect of the Guarantee will rank as set out in Condition 4.3. Credit ratings The Capital Securities are expected on issue to be rated Ba1 by Moody’s Investors Services Pty Limited and BB+ by Standard & Poor’s (Australia) Pty Ltd. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Neither Moody’s Investors Services Pty Limited nor Standard & Poor’s (Australia) Pty. Ltd is established in the European Union and neither of them are registered in accordance with Regulation (EC) No 1060/2009. Ranking The Capital Securities will constitute unconditional, unsecured and subordinated obligations of the Issuer and will rank pari passu without any preference among themselves and pari passu with any Parity Obligations of the Issuer. The rights and claims of the Holders will rank as set out in Condition 3.2. Interest Each Capital Security shall entitle the Holder to receive cumulative interest. Interest on the Capital Securities will accrue: (a) from (and including) the Issue Date to (but excluding) the First Call Date at a rate of 4.00 per cent. per annum; (b) from (and including) the First Call Date to (but excluding) the Second Call Date at the relevant Reset Interest Rate; (c) from (and including) the Second Call Date to (but excluding) the Additional Step-Up Date at the relevant Reset Interest Rate plus 0.25 per cent. per annum; and (d) from (and including) the Additional Step-Up Date to (but excluding) the Maturity Date at the relevant Reset Interest Rate plus 1.00 per cent. per annum. Interest will be payable (subject to deferral as described herein) semi-annually in arrear on 16 March and 16 September in each year. Optional deferral of Interest The Issuer may determine in its sole discretion not to pay all or part of Payments an Interest Amount falling due on an Interest Payment Date. If the Issuer determines not to pay all or part of the Interest Amount falling due on an Interest Payment Date, such Interest Amount (or part thereof, as the case may be) will not be due and payable, or be paid, until the relevant Payment Reference Date and for so long as the same remains unpaid will constitute a Deferred Interest Payment. Additional interest will accrue on each Deferred Interest Payment as set out in Condition 5.3(a).

1 Dividend and capital stopper If some or all of an Interest Amount is deferred and has not been paid in full within 20 Business Days, the Issuer will not, and the Guarantor will not (other than in respect of employee incentive plans of the Guarantor): (a) declare or pay any dividend, pay any discretionary interest or distribution, or procure that any discretionary payment is made, on any of its Ordinary Shares or Parity Obligations (other than payments made on Parity Obligations pro rata with payments made on the Capital Securities); or (b) redeem, reduce, cancel, purchase or buy-back (or procure the redemption, reduction, cancellation, purchase or buy-back of) on a discretionary basis any of its Ordinary Shares or Parity Obligations, until the date on which all Deferred Interest Payments have been paid in full. Payment of Deferred Interest The Issuer may elect to pay any Deferred Interest Payment at any time. Payments A Deferred Interest Payment will become due and payable on the earliest to occur of: (a) the date on which any discretionary dividend, distribution or interest is paid on, any discretionary redemption, purchase or buy- back is made of, or any capital return is made in relation to, any Ordinary Share or Parity Obligation of the Issuer or the Guarantor (other than in respect of employee incentive plans of the Guarantor); (b) the Maturity Date; (c) the date on which all of the Capital Securities are otherwise redeemed; and (d) the date on which an order is made or a resolution is passed for the winding-up of the Issuer or the Guarantor. If none of the events referred to above takes place prior to the calendar day which is the fifth anniversary of the Interest Payment Date on which any of the then outstanding Deferred Interest Payments was initially deferred, it is the intention, though not an obligation, of the Issuer to pay all outstanding Deferred Interest Payments in full on the next following Interest Payment Date. Maturity Date Unless redeemed earlier, the Capital Securities will be redeemed on 16 September 2074 at their Principal Amount plus any interest accrued up to (but excluding) the Maturity Date and any outstanding Deferred Interest Payments. Early redemption Subject to applicable laws, the Issuer may redeem the Capital Securities on the First Call Date, on the Second Call Date or on any Interest Payment Date thereafter each at their Principal Amount plus any interest accrued up to (but excluding) the relevant Redemption Date and any outstanding Deferred Interest Payments. Change of Control Event; The Issuer has the right to redeem the Capital Securities upon the increase in Interest Rate occurrence of a Change of Control Event as described below. Following the first occurrence of a Change of Control Event, unless notice is given of the redemption of the Capital Securities within 15 Business Days of such occurrence, the Interest Rate will increase once by 5.00 per cent. per annum with effect from the 15th Business Day following the date on which the relevant Change of Control Event occurs. Early redemption on a Change of If a Change of Control Event or a Gross-Up Event occurs, the Issuer may Control Event or Gross-Up Event at any time thereafter redeem the Capital Securities (in whole but not in

2 part) at their Principal Amount plus any interest accrued up to (but excluding) the relevant Redemption Date and any outstanding Deferred Interest Payments. Early redemption on a Tax Event If a Tax Event or an Equity Credit Rating Event occurs, the Issuer may or an Equity Credit Rating Event redeem the Capital Securities (in whole but not in part) at any time thereafter: (a) in the case of a Tax Event or an Equity Credit Rating Event where such redemption occurs prior to but excluding the First Call Date, at their Early Redemption Amount; or (b) in the case of a Tax Event or an Equity Credit Rating Event where such redemption occurs after, or on, the First Call Date, at their Principal Amount plus any interest accrued up to (but excluding) the relevant Redemption Date and any outstanding Deferred Interest Payments. Payments free of withholding All payments in respect of the Capital Securities and the Guarantee by or on behalf of the Issuer or the Guarantor, will be made free and clear of, and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Commonwealth of Australia or any taxing authority in Australia, unless the withholding or deduction of the Taxes is required by law. In that event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as may be necessary in order that the net amounts received by the Holders after the withholding or deduction will equal the respective amounts which would otherwise have been receivable in respect of the Capital Securities in the absence of the withholding or deduction; subject to the exceptions set out in full in the Terms and Conditions of the Capital Securities. Governing law The Trust Deed (including the Guarantee) and the Capital Securities and any non-contractual obligations arising out of or in connection with them are governed by, and will be construed in accordance with, English law, save for the provisions regarding status and subordination which will be governed by, and construed in accordance with, the laws of New South Wales, Australia. Form and clearing The Capital Securities will be issued in registered form and will initially be represented by a single Global Certificate which will be deposited with and registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg. For so long as the Capital Securities are represented by the Global Certificate and Euroclear and Clearstream, Luxembourg so permit, interests in the Capital Securities shall be tradeable in Principal Amounts of €100,000 and integral multiples of €1,000 in excess thereof.

3 RISK FACTORS

In purchasing Capital Securities, investors assume the risk that the Issuer and the Guarantor may become insolvent or otherwise be unable to make all payments due in respect of the Capital Securities. There is a wide range of factors which individually or together could result in the Issuer and the Guarantor becoming unable to make all payments due in respect of the Capital Securities. It is not possible to identify all such factors or to determine which factors are most likely to occur, as the Issuer and the Guarantor may not be aware of all relevant factors and certain factors which they currently deem not to be material may become material as a result of the occurrence of events outside the Issuer’s and the Guarantor’s control. The Issuer and the Guarantor have identified in this Prospectus a number of factors which could materially adversely affect their businesses and ability to make payments due under the Capital Securities. Each of the Issuer and the Guarantor believes that the following factors may affect its ability to fulfil its respective obligations under the Capital Securities and the Guarantee. All of these factors are contingencies which may or may not occur and neither the Issuer nor the Guarantor is in a position to express a definitive view on the likelihood of any such contingency occurring. In addition, factors that are material for the purpose of assessing the market risks associated with the Capital Securities and the Guarantee are described below. The Issuer and the Guarantor believe that the factors described below represent the principal risks inherent in investing in the Capital Securities, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with the Capital Securities, or of the Guarantor to make payments under the Guarantee, may occur for other reasons which may not be considered significant risks by the Issuer or the Guarantor based on information currently available to them or which they may not currently be able to anticipate. Prospective investors should also read the detailed information set out elsewhere in this Prospectus and reach their own views prior to making any investment decision. Please refer to “Description of Guarantor”, the Conditions and “Glossary” for definitions of terms used but not otherwise defined in this section.

Factors that may affect the Issuer’s ability to fulfil its obligations under the Capital Securities and the Guarantor’s ability to fulfil its obligations under the Guarantee Delays in project delivery and/or higher than expected costs and/or lower than expected benefits received from a project may adversely affect Origin’s operations and profitability Origin undertakes investments in a variety of projects for the construction or expansion of gas, oil, hydro, cogeneration, wind, and geothermal plants, facilities, infrastructure, information technology (IT) platforms and customer service and billing systems. There is a risk that any one or more of these projects could be delayed, cost more than intended or not perform as planned. Origin owns 37.5 per cent. of Australia Pacific LNG Pty Ltd, which is an incorporated joint venture with ConocoPhillips and China Petrochemical Corporation (Sinopec) developing a Coal Seam Gas (CSG)to Liquefied Natural Gas (LNG) project in Queensland (Australia Pacific LNG). As at 30 June 2014, the upstream and downstream components of the Australia Pacific LNG project were respectively 76 per cent. and 75 per cent. complete. Although the Australia Pacific LNG project has progressed, there remains a risk that it could be delayed, cost more than intended or not perform as planned. For example, the project could experience labour shortages or industrial actions, contractor performance and/or safety issues, environmental occurrences, operational difficulties, unanticipated natural disasters, adverse weather, accidents, political or other opposition, litigation, cost increases in non-operated joint ventures, or other events associated with the construction or operation of the project. In previous years there has been and there continues to be public debate in Australia on the environmental and social impact of CSG production, including the impact on agricultural land, local communities, underground water aquifers and marine areas, the processing, treatment and storage of water and brine, and the impact of CSG to LNG projects on the price of gas within the domestic market (including potential domestic gas reservation). This debate may influence regulations in relation to these matters and may lead to a delay or cost overruns in the project or with respect to Australia Pacific LNG’s operations and/or delayed commencement of LNG sales. In turn this may impact Origin’s ability to service its debt funding (including the Capital Securities) and may have a material adverse effect on Origin’s financial performance and credit ratings. Origin’s other potential development projects, including Origin’s recently acquired 40 per cent. holding in two offshore exploration permits in Western Australia’s Browse Basin, could face similar risks as they proceed.

4 In addition, there is a risk that Origin may need to pay a higher than expected cost to acquire or retain the necessary labour for its development projects. There is a finite availability of skilled labour with expertise in some of the market sectors in which Origin operates, and certain of its development projects may be reliant on small groups of individuals with specialist knowledge. The loss or failure to retain such personnel may impede Origin’s ability to undertake its development projects as efficiently and effectively as it otherwise would be able to. This could result in a material adverse increase or variability in Origin’s operating costs and/or add to the risk of development projects not proceeding as planned. Origin is also exposed to the risk that industrial disputes may arise which might disrupt some of its businesses and lead to increases in project costs and delays to projects, including major development projects, under construction. Origin incurs operating costs in connection with projects pursued by each of its business segments. Although Origin seeks to control these costs, there are circumstances beyond its control that may result in its operating costs exceeding its budgets, including labour and weather events and competitor activity. Increases in Origin’s operating costs may reduce returns on its investments or its profitability. The risks outlined above may lead to lower returns on investment, reduced profitability, output that is delayed or lower than originally planned, reduced ability to service Origin’s customers or projects becoming economically unviable or no longer compliant with applicable laws and regulations. If a major project is not completed on time or on budget, is unable to sell sufficient gas volumes, or if the project is terminated, Origin’s financial condition could be materially adversely affected.

Competition in energy retailing, power generation, oil and gas exploration and production and in international LNG markets could have an adverse impact on Origin’s income Origin’s revenues are primarily derived from the sale of electricity, gas and Liquefied Petroleum Gas (LPG)to customers across Australia’s National Electricity Market (NEM) regions and New Zealand. These markets are highly competitive, and customers are able to change providers. In the year ended 30 June 2014, competitive activity remained very strong with market churn (i.e. the percentage of customers who changed energy suppliers over a year) averaging 20 per cent. with strong discount-led selling continuing in most Australian and New Zealand retail markets. Competition, in both the mass market and consumer & industrial segments of the market, may lead to downward pressure on prices and margins, significant losses in customer accounts as well as higher costs of acquiring and maintaining customers, which would reduce Origin’s profitability. There are a number of competing power generators in the NEM regions and in New Zealand. The competitiveness of Origin’s generation fleet is dependent upon factors such as the ability to source fuel (such as gas, distillate and coal) economically, the ability to operate with high availability and the ability to maintain reasonable operating costs. If Origin is unable to source fuel and operate its power generators at competitive costs, it could adversely affect its operating margins. The NEM in Australia and the New Zealand electricity market has an excess of generation capacity. There is a risk that excess capacity will result in wholesale prices that will be below the level required for Origin to generate an appropriate return on its generation assets. Origin is exposed to competition in the upstream gas market in eastern Australia. The potential construction of pipelines to transport gas or the discovery of significant new gas resources in eastern Australia could have a significant impact on the supply and demand dynamics of the eastern Australian gas markets, which could impact wholesale gas prices and Origin’s profitability. Origin is exposed to competition in the international LNG markets through its 37.5 per cent. holding in Australia Pacific LNG, and in the future, if developed, through its 40 per cent. holding in two offshore exploration permits in Western Australia’s Browse Basin. Significant future LNG supply from North America into the Asian market could adversely impact LNG projects supplying to that market where supply is uncontracted. If this were to occur, the potential impact on Australia Pacific LNG’s two train project is expected to be limited because its off- take is contracted for approximately 20 years with oil-linked pricing mechanisms and limited capacity for repricing. However, the profitability of the potential development of future trains by Australia Pacific LNG, and the potential development of the Browse Basin exploration project, could be adversely affected.

Decline in customer demand for energy could adversely impact Origin’s revenues and profitability The volume of electricity, natural gas and LPG that Origin and Contact Energy sell is dependent on both wholesale and retail customer demand, which are influenced by factors such as energy usage behaviours in people’s homes and in business and industrial facilities; competitiveness of Australian and New Zealand

5 companies within the international economy, technological advancement including solar photovoltaic (PV) technology; mandatory minimum appliance performance standards; mandatory energy efficiency schemes; energy prices; consumer sentiment and economic conditions; weather conditions; long term climate and temperature trends and other factors. In the years ended 30 June 2014 and 30 June 2013, the NEM regions experienced a decline in customer energy demand mainly due to the installation of rooftop solar PV systems, mild weather, reduced industrial output and general energy efficiency initiatives. There is a risk that customer demand will continue to be adversely impacted by any one or more of the above factors, which would have an adverse impact on Origin’s revenues and profitability.

Origin’s retail operations within Australia are subject to pricing regulation in certain states that place an effective cap on the price at which it can sell electricity and/or gas to mass market customers, and margin pressures may arise if such prices do not appropriately reflect its cost structure Queensland and the Australian Capital Territory have retail electricity price setting regimes administered by independent regulatory bodies, which cap the prices at which Origin and its competitors can sell electricity. New South Wales has a similar regime for natural gas. These regulatory regimes apply to small retail customers other than those who enter into market contracts. In New South Wales electricity price regulation was removed from 1 July 2014. Each state’s pricing regime is intended to appropriately reflect retailers’ costs, including an allowance for an appropriate margin. There is a risk that the independent regulators may set prices that do not fully reflect Origin’s underlying costs, which would cause a reduction in profit margins.

There is risk associated with Origin’s ability to secure sufficient fuel at competitive prices in order to supply its generation portfolio and its retail business Origin obtains fuel from a number of sources in order to supply its gas and coal-fired generators and meet its contractual obligations to customers. Origin’s gas supplies are sourced from reserves it owns, gas purchased under contract from its joint venture partners or third parties, and gas purchased from the spot market. While Origin believes it has sufficient supply to meet committed demand, it may have lower than expected production, production could fail, or it may be required to procure additional gas supplies to meet potential future customer and power generation demand. The sourcing of additional gas supplies may require Origin to enter into new contracts and/or incur exploration and development costs at higher prices than it currently estimates, which may impact Origin’s margins to the extent it is unable to pass the additional costs through to customers. In addition, using higher priced gas would limit Origin’s ability to competitively operate its gas fired power stations and to hedge its exposure to wholesale electricity prices, and Origin would need to arrange alternate hedging arrangements which may be on less favourable terms. There is a risk that Australia Pacific LNG’s CSG to LNG project may be unable to develop sufficient reserves to meet its contractual obligations to deliver LNG to customers. This may require Australia Pacific LNG to source gas from other sources at higher cost, or lead to a breach of its contractual obligations as a result of non-delivery of LNG under customer contracts. Contact Energy purchases gas and diesel from third parties to operate its thermal power stations and supply its gas customers, and consequently is exposed to fuel supply and price risk. Contact Energy is exposed to increased risk of gas field outages or the inability to secure sufficient volumes during periods of high demand. The Ahuroa gas storage facility mitigates this risk, provided there is sufficient gas available from the facility. Origin has secured the supply of approximately 24.5 million tonnes of coal from Centennial Coal for the Eraring Power Station through to 2022, of which 6 million tonnes is contingent upon the development of the Newstan mine by Centennial Coal. Several of the mines from which this coal is sourced are located in close proximity to the Eraring Power Station. In the future Origin will need to buy additional coal. If coal prices and/or transportation costs, increase this may result in fuel procurement costs that are higher than Origin’s current expectations, which could have an adverse impact on profit margins to the extent it is unable to pass the additional costs through to customers. Contact Energy generates a significant amount of its electricity from hydro power stations and geothermal power stations. Geothermal generation is particularly dependent on continued production of steam from geothermal reservoirs. The performance of geothermal reservoirs may be impacted by factors that may alter the physical state of the reservoir and the effectiveness of drilling programmes targeted at maintaining and growing geothermal output. In addition, there is a risk of a geothermal well “blow out” resulting in loss of containment of geothermal fluid and potential asset damage. Hydroelectric generation is particularly dependent on sufficient rain

6 or snow falling in the catchment area. Contact Energy’s two hydroelectric plants are both on the Clutha River and rely on the same catchment. Neither plant has significant water storage flexibility, so performance is dependent on the consistency and scale of water inflows.

Volatility in wholesale electricity prices could have an adverse impact on Origin’s profitability A key part of Origin’s business involves securing wholesale supply of electricity and managing the associated volatility in the wholesale electricity market prices in Australia and New Zealand. Wholesale electricity prices in both Australia and New Zealand can be volatile and are influenced by many factors that are difficult to predict, including weather and climate patterns; operating constraints of power stations; transmission and distribution infrastructure; generator competitive behaviour; power station and gas plant reliability; the type and amount of new build power stations; changes to the regulation of energy markets and actions of the market operator. Wholesale electricity prices can reach and have reached very high levels for short periods at times of peak demand or as a result of constraints on transmission or generation capacity. New Zealand’s wholesale market prices are to a large degree dependent on hydrology conditions, with wholesale prices increasing during periods of low hydro supply. Both Origin and Contact Energy partially hedge electricity procurement costs using a combination of derivative contracts and its owned or contracted generation capacity. Strict limits are set by Origin’s and Contact Energy’s Boards to manage the overall exposure that each are prepared to take, and commodity risk management systems are in place to monitor and report performance against these limits. However, it is not commercially practical to mitigate or hedge all risks associated with Origin’s and Contact Energy’s exposure to wholesale electricity prices. Unexpected movements and extreme short term fluctuations in wholesale electricity prices which are not effectively mitigated through hedging arrangements, customer loads which differ substantially from forecast, or outages at Origin’s and Contact Energy’s owned and operated power stations could result in adverse impacts on Origin’s financial performance.

Origin is exposed to fluctuations in oil, gas, coal and LPG market conditions and prices, and price fluctuations in these markets could adversely affect Origin’s business and financial performance Origin’s revenues include the sale of commodities such as oil and gas, and other products whose price is affected by the prices of coal, oil and gas, such as electricity, LPG, and in the future, LNG. Revenues from Origin’s LNG business will be primarily linked to the price of oil following start-up of the Australia Pacific LNG project. Material fluctuations in the price of these commodities could adversely affect Origin’s profitability. Origin seeks to manage exposure to commodity price risk through a combination of physical positions and derivatives contracts. However, there is still a risk that changes in the price of certain commodities Origin sells or purchases may impact its revenues, profit margins and competitive position.

Regulation in the area of climate change may adversely impact Origin’s profitability In Australia and New Zealand, Origin and Contact Energy are required to comply with a range of regulations intended to reduce carbon emissions and increase the proportion of renewable electricity generation. There is a cost of complying with these regulations which may increase if these regulations are amended and new legislation is introduced by government. The climate change regulations in Australia require Origin to source a prescribed percentage of its electricity supply from large and small scale renewable energy, such as wind or solar. If Origin cannot develop sufficient renewable generation or secure renewable generation supply off-take agreements to achieve this obligation, it will be required to pay penalties that it may be unable to pass on to customers. The market values of the underlying assets supporting these schemes are at risk from regulatory changes or uncertainty. For example, the Renewable Energy Target (RET), including its targets, is currently under review with a report expected to be presented to government in the second half of 2014. The consequences of the review on Origin’s financial performance are unknown at the time of this Prospectus. In general, the costs of complying with climate change regulations including the RET are recovered from customers. However, there is a risk that costs associated with climate change regulation will impact profitability to the extent that Origin is unable to pass them on to customers, and may impact the commercial viability and value of its existing generation interests and existing and proposed oil and gas reserves and production facilities (including the development of Australia Pacific LNG). Over time, the costs associated with climate change regulation may also reduce the competitiveness of some generation assets relative to other generation technologies, and, similarly, may reduce the competitiveness of Australia Pacific LNG relative to competing LNG suppliers outside Australia.

7 Origin’s operations are subject to extensive governmental regulation, and changes in law and policy may adversely affect its business and financial condition Origin’s business is influenced and affected by laws and government policy in Australia and New Zealand as well as a number of other jurisdictions globally. These influences and effects are both direct, through Origin’s own operations, and indirect, through its relationships with third parties (for example, its joint venture partners, suppliers and customers). Changes in laws and government policy (or changes in the implementation or interpretation of existing laws and policies) in Australia, New Zealand or elsewhere, including regulations and licence conditions, land access rights and the risk of government appropriation of private assets, could materially impact Origin’s operations, assets, contracts, profitability and prospects. Accordingly, Origin is subject to political risk. For example, energy reforms have been proposed by opposition political parties in New Zealand that would see the establishment of a centralised buyer to replace the existing wholesale market in that country. If implemented, that initiative may adversely impact Contact Energy’s, and thus indirectly Origin’s, operating results. Australia Pacific LNG has received the required state and federal approvals for up to a four train CSG to LNG project to proceed. If the conditions of these approvals are not met, or if additional conditions or regulatory requirements are imposed, or if legislation changes (for example, in relation to land access), Australia Pacific LNG may incur higher than expected costs, be required to postpone or significantly change the scope of the project or, in extreme circumstances, terminate project development. In previous years, there has been and there continues to be public debate in Australia on the environmental and social impact of CSG production, including the impact on agricultural land, local communities, underground water aquifers and marine areas, the processing, treatment and storage of water and brine, and the impact of CSG to LNG projects on the price of gas within the domestic market (including potential domestic gas reservation). This debate may influence regulations in relation to these matters and may lead to a delay or cost overruns in the project or with respect to Australia Pacific LNG’s CSG operations and/or delayed commencement of LNG sales. In turn, this may impact Origin’s ability to service its debt funding (including the Capital Securities) and may have a material adverse effect on Origin’s financial performance and credit ratings. Origin’s other potential development projects could face similar risks as they proceed.

Failure to comply with regulations could harm Origin’s business, and may harm its relationship with external stakeholders Origin’s activities, including power generation, oil, gas and CSG exploration, production and operation, wind farm development and operation and electricity and gas sales to wholesale and retail markets, must be operated within controls and processes to ensure compliance with various regulations, licenses, standards and community expectations (including so that these activities are undertaken in a way that does not cause unauthorised environmental harm). Any failure of or non-compliance with these controls, processes or expectations may result in Origin breaching the applicable regulations. This could result in delays, increased costs, significant monetary damages, suspension of Origin’s operations and reputational damage, all of which may reduce its profitability and ability to operate in the future. Actual or perceived adverse health or environmental consequences of Origin’s activities or regulator investigations may harm its relationship with various external stakeholders, including certain communities, landholders, organisations and governments who are impacted by Origin’s operating and development activities and with internal stakeholders, including employees and contractors. Deterioration in these relationships may lead to a change in regulation or conditions and thereby cause delays, increase Origin’s costs or otherwise restrict its ability to operate or pursue development opportunities. Origin owns certain contaminated sites. Some of these sites are subject to ongoing environmental management programmes and some remain under investigation by relevant regulators. It is difficult to estimate the cost of remediation with respect to these contaminated sites and there is a risk that these costs may be greater than the amount Origin has already provided for in its financial statements, which would have an adverse impact on its profitability. Origin may also be liable for remediation and rehabilitation costs in relation to major developments that are nearing the end of their operating lives. While Origin provides for an estimate of these costs in its financial statements, these remediation costs can be difficult to estimate and may be greater than the provisions Origin has set aside.

8 Origin’s business is subject to operating and asset risks that may adversely impact its financial performance Origin and its joint venture partners undertake complex and large scale operating activities, including offshore and onshore exploration activities, drilling for oil and gas, exploring for geothermal resources, construction and operation of hydrocarbon production facilities, the operation of LPG facilities, shipping and other transportation activities, the development and operation of electricity power generation plants, the operation of retail customer management and billing and collection systems, the development and operation of CSG facilities and the development and construction of high pressure gas transmission pipelines and, through Australia Pacific LNG, the development of a CSG to LNG project. Origin faces operating hazards normally associated with these activities, including those activities relating to its interest in non-operated joint ventures. There is a risk that operating equipment, facilities and systems (including IT systems) may not operate as intended or may not be available from time to time as a result of operator error or unanticipated failures or other events outside of Origin’s control, such as fires, catastrophic breakdowns, unforeseen geological impacts, deliberate acts of destruction, interference, terrorism, natural disasters or extreme weather events, which may reduce its profitability and ability to operate in the future. Australia Pacific LNG’s CSG to LNG project includes a high and low pressure gas transportation network, as well as the multiple gas and water processing facilities required to deliver gas to the downstream processing facility for liquefaction, and to appropriately process and treat any associated water and brine. The volume of produced gas (and associated water and brine required to be processed) will increase significantly from current levels to enable Australia Pacific LNG to fulfil its obligations to sell LNG under long term contractual arrangements. To achieve increased levels of gas production, a significant number of new gas wells are required to be commissioned and, along with newly constructed gas and water processing facilities, will be required to be connected to the gas transportation network. There is a risk new assets will not perform as expected. This may result in loss of sales or increased costs. Origin seeks to implement strict operational controls to protect the health and safety of its employees and contractors, the environment and local communities. However, the size, nature and complexity of its operations in many cases pose risks in relation to the safety of the employees and contractors involved, the environment and local communities, including employee injuries and loss of life, and oil spills, pollution or other environmental damage. Such events could lead to increased operating costs, legal liability, regulatory action, the loss of operating licenses and/or damage to Origin’s reputation and its relationship with the communities in which it does business. There is a finite availability of skilled labour with expertise in some of the market sectors in which Origin operates, and certain of its operations may be reliant on groups of individuals with specialist knowledge. The loss or failure to retain such personnel may impede Origin’s ability to undertake its activities as efficiently and effectively as it otherwise would be able to. There is also a risk that Origin may need to pay a higher than expected cost to acquire or retain the necessary labour for its operations. This could result in a material adverse increase or variability in Origin’s operating costs and/or add to the risk of development projects not proceeding as planned. In accordance with customary industry practices, Origin maintains insurance coverage limiting financial loss resulting from certain operating hazards. However, not all risks inherent to Origin’s operations or those of its joint venture affiliates can be insured economically or at all and losses and liabilities arising from uninsured or underinsured operational events or the failure of one of its insurance providers could reduce its revenues or increase its costs.

Origin is exposed to contractor and counterparty performance and credit risks that could adversely impact its operations or profitability Many of Origin’s activities are performed by third party contractors or subcontractors. There is a risk that: • Origin retains liability, or is held liable, for the acts or omissions of contractors and subcontractors which it or its joint venture partners engages; • the contractual position that Origin or its joint venture partners have agreed may be unenforceable or may be enforced in a manner different to that which was intended; • contractors or subcontractors that Origin or its joint venture partners engage become bankrupt, fail to fulfil their contracts or default, creating delays and liabilities for and adversely affecting Origin and its interests; • contractors or subcontractors fail to comply with safety systems and standards under their agreements and/ or fail to comply with applicable legal and regulatory requirements; or

9 • there may be problems with contractors in connection with management of their workforce, labour unrest or other employment issues. In addition, if any of these contractors fail to perform their obligations in accordance with the terms of their respective contracting arrangements, that could adversely impact Origin’s major projects, including Australia Pacific LNG’s CSG to LNG project, costs of operation, reputation and profitability. While some of these contractors provide services at fixed prices in relation to major developments, these contractors may fail to deliver developments that meet the specifications set out in the respective contracts or complete these developments later than scheduled, which may lead to project delays and increased capital costs or failure of the developments to operate as intended. Origin and Contact Energy often enter into major hedge contracts, such as swap and cap agreements, in relation to electricity and long term gas purchase agreements to hedge commodity price exposures. Origin also enters into agreements to sell electricity, oil and gas to mass market customers, large commercial and industrial customers, and Australia Pacific LNG has entered into agreements to sell LNG to Sinopec from China (A+/Aa3) and Kansai Electric Power Company (Kansai Electric) from Japan (A3) for approximately 20 years each. Origin is subject to the risk that some counterparties may fail to fulfil their obligations under these contracts, including making payments as they fall due which could have a material adverse effect on Origin’s cash flows and financial condition.

Origin has significant joint venture arrangements and may experience disputes or difficulties with its joint venture partners Origin derives significant revenues and growth through joint venture arrangements. Its joint venture partners may have economic or other business interests that are inconsistent with Origin’s. This may cause delay or cost increases which could result in adverse impacts on Origin’s financial performance. There is the risk that Origin’s joint venture partners might become bankrupt, default on or fail to fulfil their obligations as expected, thereby frustrating the performance of the joint venture and adversely affecting Origin or its interests in the joint venture. Where Origin is not the operator of the joint venture, it will have joint liability for the performance of its joint venture partners in accordance with joint venture arrangements. Poor performance by an operator could result in adverse impacts on Origin’s financial performance. Where Origin is the operator of the joint venture, it will usually have rights to pass on to the joint venture parties the cost or risk of the joint venture assets and the liabilities associated with them. However, that right may be contested or be unavailable in some cases and, even if available, may not be collectable against all joint venture parties. In these circumstances, Origin may be exposed to more performance risk than its pro rata share of the joint venture.

The commercial viability of Origin’s oil and gas and geothermal exploration and development activities is dependent on a number of factors, and there is no assurance that its exploration projects will be successful in locating and developing recoverable reserves in its exploration tenements Origin is involved in exploration for oil, gas and geothermal resources, which involves a number of significant risks. There is no assurance that economic resources will be discovered in Origin’s exploration tenements or that particular undeveloped reserves or resources will proceed to development, be ultimately recovered or be commercially viable. These factors could have an adverse impact on Origin’s profitability and financial position.

Origin’s oil and gas reserves and geothermal resources are uncertain and may not be recoverable at the levels currently estimated There are numerous uncertainties inherent in estimating quantities of oil and gas reserves. In general, estimates of economically recoverable oil and gas reserves are based upon factors and assumptions, such as geological interpretations, historical production from the properties, comparisons with production from other producing areas, the assumed effects of regulation by government agencies and assumptions regarding future commodity prices and future operating costs, all of which may vary from actual results. Accordingly, all estimates of Origin’s oil and gas reserves and, similarly, the reserves of joint ventures in which it participates, including Australia Pacific LNG, are uncertain, and classifications of reserves are only attempts to define the degree of uncertainty involved. There is a risk that actual production from reserves may vary from that predicted and such variances could be material and could have an adverse impact on Origin’s revenue.

10 Origin’s oil and gas reserves and resources are classified in accordance with SPE-PRMS1 as required by ASX Listing Rules. Additional guidance on petroleum resource classification is provided in the Guidelines for Application of the Petroleum Resources Management System (November 2011). Geothermal resources are particularly dependent on continued production of steam from the geothermal reservoirs. Performance of the reservoirs may be impacted by factors that may alter the physical state of the reservoir and the effectiveness of drilling programmes targeted at maintaining and growing geothermal output.

Failure of third party major infrastructure, such as pipelines, transmission lines and distribution networks, and failure of major generation plants can negatively impact Origin’s business Origin’s businesses rely on infrastructure, including electricity and gas transmission and distribution networks, to transport electricity and gas and to deliver these products to their customers. This infrastructure may be required to transport high volumes of electricity and gas over significant distances. In most cases, Origin does not own the infrastructure that provides these transmission and distribution services. Any failure of infrastructure, including in particular transmission infrastructure, could materially and adversely affect Origin ability to conduct business and operations. In addition, Origin’s business relies on the supply of power from the generation market to supply electricity to their customers. A major disruption in the supply of power in the generation market could impair its ability to supply electricity to customers and could damage Origin’s reputation and increase market churn.

Certain Australia Pacific LNG CSG tenements are subject to reversionary interests In 2002, Origin acquired certain CSG interests from Tri-Star Petroleum (Tri-Star), including certain permits in the Fairview field and the Spring Gully field and exploration permits in the Surat Basin and the Galilee Basin. These interests now form part of the Australia Pacific LNG joint venture. At the time of acquisition of these interests, Tri-Star was granted reversion rights to them conditional on certain economic conditions being satisfied. In addition, Tri-Star was granted a mortgage over the acquired interests securing certain continuing obligations to them, including the reversion rights. Approximately 22 per cent. of Australia Pacific LNG’s 3P CSG Reserves as of 30 June 2014 are subject to the reversion rights. If reversion occurs, Tri-Star will become a holder in the acquired interests to the extent of its reversionary rights for no additional consideration and, from the date of reversion, will own its share of CSG from the affected tenements and receive revenue from the sale of that CSG (although Tri-Star also would be required to contribute its share of future capital, operating and abandonment costs of the affected reversionary tenements). This may mean that the uncommitted reserves that are subject to reversion are not available for Australia Pacific LNG to sell or use after the date of reversion. Tri-Star disputes Australia Pacific LNG’s interpretation of various contractual provisions and may take action against Australia Pacific LNG in the future.

Litigation and legal proceedings may adversely impact its results of operations The nature of Origin’s business means that it has been, is and from time to time is likely to be involved in litigation, regulatory actions or similar dispute resolution processes arising from a wide range of possible matters, including disputes with suppliers, joint venture partners, contractors, employees, licensors, governments, customers and regulators. Origin may also be involved in other investigations, enquiries or disputes, debt recoveries, native title claims, land tenure and access disputes, environmental claims or occupational health and safety claims. Any of these claims or actions could result in delays, increase Origin’s costs or otherwise adversely impact its assets, operations, prospects, profitability or its ability to operate or pursue its operations or opportunities.

Technological developments may reduce the value of Origin’s existing assets and decrease revenue The energy industry is the subject of considerable research and development in respect of electricity generation technologies, delivery of energy and electricity to homes and businesses, and management of energy usage throughout buildings and industrial sites, development of new business models utilising new technology. There is a risk that technological developments may result in Origin’s existing assets becoming redundant or may result in Origin incurring substantial customer losses. This could reduce the value of Origin’s assets or earnings and cash flows.

1 SPE/WPC/AAPG/SPEE Petroleum Resources Management System, 2007

11 A cyber security incident could lead to a breach of privacy, disruption of critical business processes or theft of commercially sensitive information Cyber security risks, including threats to Origin’s and Contact Energy’s IT systems from computer viruses, unauthorised access, cyber attack and other similar disruptions, have evolved rapidly and can impact all sectors of the economy, including the energy industry. The increasing IT enablement of gas production facilities and the increased focus on providing online services to customers, including Origin’s and Contact Energy’s provision of online self-serve functionality and e-billing, require care to ensure cyber security threats are appropriately managed. Cyber security risks may lead to a breach of privacy, disruption of critical business processes or theft of commercially sensitive information. Such events could lead to reputational damage and have an adverse impact on Origin’s profitability and financial position.

There is a risk that Origin may not be able to retain key personnel Origin relies on the expertise and continued service of certain key executives and technical personnel. Although Origin enters into employment and incentive arrangements with such personnel to secure their services, it cannot guarantee the retention of their services. The loss or failure to retain such personnel may adversely affect Origin’s operations and financial performance.

FINANCIAL RISKS Origin may be unable to access capital in the financial markets to fund planned projects or take advantage of new development opportunities or manage its ongoing liquidity requirements To meet its financial obligations, Origin is required to maintain sufficient cash and available funding through an adequate amount of committed credit facilities. Due to the dynamic nature of its business, Origin aims to maintain flexibility in funding by keeping committed credit lines available and ensuring that it has liquidity buffers in accordance with Board approved limits. Whilst Origin considers that it currently has sufficient secured liquidity, if it fails to appropriately manage its liquidity position in the future, or if markets are not available generally, or not available to it (or any entity in which Origin holds an interest, such as Australia Pacific LNG) at the time of any financing or refinancing that it (or such entity) requires, there is a risk that Origin’s credit ratings, business and prospects, and financial flexibility will be adversely affected.

A downgrade in Origin’s credit rating may increase its borrowing costs and impact its ability to access capital markets As at the date of this Prospectus, Origin holds an investment grade rating assigned by S&P (BBB, negative outlook) and Moody’s Baa2 (outlook stable). In April 2014, S&P revised its outlook on Origin from stable to negative. Origin’s credit ratings could face further downward pressure if there are further cost revisions to, or delays in commissioning operations of, Australia Pacific LNG’s CSG to LNG project and/or there is a material deterioration in its core energy business. Credit ratings are subject to revision, suspension or withdrawal at any time by the assigning rating agency. Rating agencies may also revise or replace entirely the methodology applied to derive credit ratings. No assurances can be given that a credit rating will remain for any period of time or that a credit rating will not be lowered or withdrawn entirely by the relevant rating agency if in its judgment circumstances in the future so warrant or if a different methodology is applied to derive that credit rating. Any downgrade could harm Origin’s ability to obtain financing, increase its financing costs, impact its ability to access capital markets and/or have an adverse effect on the market price of the Capital Securities.

Fluctuations in foreign exchange rates could negatively affect Origin’s earnings and its ability to satisfy its obligations under its existing indebtedness Origin is exposed to foreign exchange rate fluctuations in the Australian dollar value of foreign currency denominated assets, revenues, dividends received and expenses including interest expense. Origin’s sales of oil and associated liquids and Australia Pacific LNG’s future sale of LNG are denominated in U.S. dollars but a large portion of its operating and capital expenditures are denominated in Australian dollars or other currencies. In addition, Contact Energy’s revenues, dividends and expenses are denominated in New Zealand dollars (which are consolidated into Origin’s accounts) and Origin’s interest in the Kupe Gas Project is denominated in U.S. dollars with exposure to costs in New Zealand dollars. As such, fluctuations in the Australian dollar/U.S. dollar exchange rate and the Australian dollar/New Zealand dollar exchange rate can have a material effect on Origin’s reported financial results, with a stronger Australian dollar resulting in a negative impact on its reported revenues.

12 There can be no assurance that Origin will successfully manage its exposure to exchange rate fluctuations and that exchange rate fluctuations will not have a material adverse effect on its future financial position and financial performance.

Origin may incur tax liabilities that could adversely impact its operating results and reputation Origin’s business operations expose it to potential tax liabilities that could have an adverse impact on its operating results and its reputation. Origin is exposed to risks arising from the manner in which the Australian and international tax regimes may be amended, applied, interpreted and enforced. Origin has been, currently is, and from time to time may be, subject to tax reviews and audits. Any actual or alleged failure to comply with, or any change in the interpretation, application or enforcement of, applicable tax laws and regulations could significantly increase Origin’s tax liability and expose it to legal, regulatory and other actions that could adversely affect its reputation and financial position. There is also a risk that the Australian federal government or, where relevant, state or territory governments, or foreign governments, will alter tax or royalty regimes that apply to Origin, Australia Pacific LNG, or to other entities in which it holds an investment, thereby adversely impacting Origin’s financial position. Once in LNG production, Australia Pacific LNG will be required to pay royalties on the LNG production to the Queensland government. A determination of the pricing mechanism in respect of the calculation of royalty payments to the Queensland government has been requested from the Queensland authorities. At the date of this Prospectus, no determination has been forthcoming. The outcome of this determination could have an adverse impact on the profitability of the project and thus on Origin’s financial performance.

Origin’s business is subject to interest rate risk Origin’s long term borrowings expose it to interest rate risk. Borrowings issued at variable rates expose Origin to cash flow interest rate risk. Borrowings issued at fixed rates expose Origin to fair value interest rate risk. Exposure limits are set to ensure that Origin is not exposed to excess risk from interest rate volatility and appropriate hedging strategies are implemented. However, increases in interest rates, either through increases in base rates or borrowing margins, may reduce Origin’s cash flow and profitability.

Factors which are material for the purpose of assessing the market risks associated with the Capital Securities and the Guarantee The Capital Securities may not be a suitable investment for all investors Each potential investor in the Capital Securities must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (a) have sufficient knowledge and experience to make a meaningful evaluation of the Capital Securities, the merits and risks of investing in the Capital Securities and the information contained in this Prospectus; (b) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Capital Securities and the impact the Capital Securities will have on its overall investment portfolio; (c) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Capital Securities, including where the currency for principal or interest payments is denominated in a currency different from that of the potential investor; (d) understand thoroughly the terms of the Capital Securities and the Guarantee and be familiar with the behaviour of any relevant financial markets; and (e) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate or other factors that may affect its investment and its ability to bear the applicable risks. The Capital Securities are complex investment securities. Sophisticated institutional investors generally do not purchase complex investment securities as stand-alone investments. They purchase complex investment securities as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in the Capital Securities unless it has the expertise (either alone or with a financial adviser) to evaluate how the Capital Securities will perform under changing conditions, the resulting effects on the value of the Capital Securities and the impact this investment will have on the potential investor’s overall investment portfolio.

13 The Capital Securities and the Guarantee are subordinated with limited remedies for non payment Upon the occurrence of an Event of Insolvency (as defined in the Conditions) of the Issuer, payments on the Capital Securities will be subordinated in right of payment to the prior payment in full of all other liabilities of the Issuer, except for obligations which rank equally with the Capital Securities or in respect of the Issuer’s ordinary shares. Similarly upon the occurrence of an Event of Insolvency of the Guarantor, payments on the Capital Securities will be subordinated in right of payment to the prior payment in full of all other liabilities of the Guarantor, except for obligations which rank equally with the Guarantee or in respect of the Guarantor’s ordinary shares. Holders of the Capital Securities are advised that unsubordinated liabilities of the Guarantor may also arise out of events that are not reflected on the balance sheet of the Guarantor, including, without limitation, the issuance of guarantees on an unsubordinated basis and the crystallisation of contingent liabilities. Claims made under such guarantees will become unsubordinated liabilities of the Guarantor that in a winding-up of the Guarantor will need to be paid in full before the obligations under the Guarantee may be satisfied. The Capital Securities contain no rights to accelerate payment of principal other than initiating steps, actions or proceedings for, or claiming or proving in the winding up or liquidation of the Issuer or the Guarantor.

Finance vehicle The Issuer has been established to act as a finance company for the Group. The Issuer’s sole business is raising capital to be on-lent to Origin Energy Limited or other companies in the Group for funding purposes. Accordingly, substantially all the assets of the Issuer will be loans made to Origin Energy Limited or to other companies in the Group. The ability of the Issuer to satisfy its obligations in respect of the Capital Securities will depend upon repayments of loans by Origin Energy Limited. The obligations of the Issuer to Holders are subject to the Guarantee.

The Issuer has the right to defer Interest Amounts on the Capital Securities The Issuer may in its sole discretion defer Interest Amounts (as defined and further described in Condition 5.3). A Deferred Interest Payment may, at the option of the Issuer, be paid at any time, and the circumstances in which it is required to be paid are set out in Condition 5.5. While the deferral of Interest Amounts continues pursuant to Condition 5.3, the Issuer and the Guarantor may make payments on any instrument ranking senior to the Capital Securities. The terms of any Parity Obligations of the Issuer or the Guarantor (which includes, as at the Issue Date, the €500,000,000 Capital Securities due 2071 issued by the Issuer on 16 June 2011 and the A$900,000,000 Subordinated Notes issued by the Guarantor on 22 December 2011) may operate to restrict the Issuer’s ability to pay interest on the Capital Securities, or the Guarantor’s ability to pay Guaranteed Amounts, to the extent that payments are deferred on such Parity Obligations. Any deferral of Interest Amounts is likely to have an adverse effect on the market price of the Capital Securities. In addition, as a result of the deferral provisions of the Capital Securities, the market price of the Capital Securities may be more volatile than the market prices of other securities on which interest or distributions accrues that are not subject to such deferrals and may be more sensitive generally to adverse changes in the Issuer’s and/or the Guarantor’s financial condition.

The Capital Securities are long-dated securities The Capital Securities will mature on the Maturity Date and, although the Issuer may redeem the Capital Securities in certain circumstances prior to such date, the Issuer is under no obligation to do so. Therefore, Holders should be aware that they may be required to bear the financial risks associated with an investment in long-term securities.

The Issuer may redeem the Capital Securities under certain circumstances Holders should be aware that the Capital Securities may be redeemed at the option of the Issuer (in whole but not in part) at their Principal Amount (plus any interest accrued up to (but excluding) the relevant Redemption Date and any outstanding Deferred Interest Payment) on the First Call Date, the Second Call Date or on any Interest Payment Date thereafter. The Capital Securities are also subject to redemption (in whole but not in part) at the Issuer’s option upon the occurrence of a Gross-Up Event, a Change of Control Event, a Tax Event or an Equity Credit Rating Event. The relevant redemption amount may be less than the then current market value of the Capital Securities.

14 No limitation on issuing senior or pari passu securities There is no restriction on the amount of securities, guarantees or other liabilities which the Issuer or the Guarantor may issue or incur and which rank senior to, or pari passu with, the Capital Securities. The issue of any such securities or the incurrence of any such other liabilities may reduce the amount (if any) recoverable by Holders on a winding-up of the Issuer or the Guarantor and/or may increase the likelihood of a deferral of interest under the Capital Securities. Further, the terms of such securities, guarantees or other liabilities may include provisions resulting in the Issuer being required to defer interest under the Capital Securities in circumstances where a deferral of interest is made on such other securities, guarantees or liabilities.

Fixed rate securities have a market risk Interest will accrue at a fixed rate of return. A holder of a security with a fixed rate of return is exposed to the risk that the price of such security falls as a result of changes in the current interest rate on the capital market (the Market Interest Rate). While the nominal rate of return of a security with a fixed rate of return is fixed during the life of such security or during a certain period of time, the Market Interest Rate typically changes on a daily basis. A change of the Market Interest Rate causes the price of such security to change. If the Market Interest Rate increases, the price of such security typically falls. If the Market Interest Rate falls, the price of such security typically increases. Investors should be aware that movements of the Market Interest Rate can adversely affect the price of the Capital Securities and can lead to losses for the Holders if they sell the Capital Securities.

Modification, waivers and substitution The conditions of the Capital Securities and the Trust Deed contain provisions for calling meetings of Holders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Holders including Holders who did not attend and vote at the relevant meeting and Holders who voted in a manner contrary to the majority. In addition, the Trustee may agree to the substitution in place of the Issuer as the principal debtor under the Securities of the Guarantor or any of its wholly-owned Subsidiaries subject to (except in the case of the substitution of the Guarantor) the Capital Securities being unconditionally and irrevocably guaranteed by the Guarantor, the Trustee being satisfied that such substitution is not materially prejudicial to the interests of the Securityholders and certain other conditions set out in the Trust Deed being complied with.

Withholding under the EU Savings Directive Under Council Directive 2003/48/EC on the taxation of savings income (the Savings Directive), EU Member States are required to provide to the tax authorities of other EU Member States details of certain payments of interest or similar income paid or secured by a person established in an EU Member State to or for the benefit of an individual resident in another EU Member State or certain limited types of entities established in another EU Member State. On 24 March 2014, the Council of the European Union adopted a Council Directive amending and broadening the scope of the requirements described above (the Amending Directive). EU Member States are required to apply these new requirements from 1 January 2017. The changes will expand the range of payments covered by the Savings Directive, in particular to include additional types of income payable on securities. The Amending Directive will also expand the circumstances in which payments that indirectly benefit an individual resident in an EU Member State must be reported or paid subject to withholding. This approach will apply to payments made to, or secured for, persons, entities or legal arrangements (including trusts) where certain conditions are satisfied, and may in some cases apply where the person, entity or arrangement is established or effectively managed outside of the European Union. For a transitional period, Luxembourg and Austria are required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (subject to a procedure whereby, on meeting certain conditions, the beneficial owner of the interest or similar income may request that no tax be withheld). The changes referred to above will broaden the types of payments subject to withholding in those EU Member States which still operate a withholding system when they are implemented. In April 2013, the Luxembourg Government announced its intention to abolish the withholding system with effect from 1 January 2015, in favour of automatic information exchange under the Savings Directive. The end of the transitional period is dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries. A number of non-EU countries and territories have adopted similar measures.

15 If a payment were to be made or collected through an EU Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment, neither the Issuer nor any Paying Agent (as defined in the Conditions) nor any other person would be obliged to pay additional amounts with respect to any Capital Security as a result of the imposition of such withholding tax. Furthermore, once the Amending Directive is implemented and takes effect in EU Member States, such withholding may occur in a wider range of circumstances than at present, as explained above. The Issuer is required to maintain a Paying Agent in a location that is not obliged to withhold or deduct tax pursuant to the Savings Directive, which may mitigate an element of this risk if the Holder is able to arrange for payment through such Paying Agent. However, investors should choose their custodians and intermediaries with care, and provide each custodian and intermediary with any information that may be necessary to enable such persons to make payments free from withholding and in compliance with the Savings Directive, as amended. Investors who are in any doubt as to their position should consult their professional advisers.

FATCA Withholding Whilst the Capital Securities are in global form and held within Euroclear and/or Clearstream, Luxembourg (together the ICSDs), in all but the most remote circumstances, it is not expected that the new reporting regime and potential withholding tax imposed by sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 (FATCA) will affect the amount of any payment received by the ICSDs (see “Taxation — FATCA Disclosure”in this Prospectus). However, FATCA may affect payments made to custodians or intermediaries in the subsequent payment chain leading to the ultimate investor if any such custodian or intermediary generally is unable to receive payments free of FATCA withholding. It also may affect payment to any ultimate investor that is a financial institution that is not entitled to receive payments free of withholding under FATCA, or an ultimate investor that fails to provide its broker (or other custodian or intermediary from which it receives payment) with any information, forms, other documentation or consents that may be necessary for the payments to be made free of FATCA withholding. Investors should choose the custodians or intermediaries with care (to ensure each is compliant with FATCA or other laws or agreements related to FATCA) and provide each custodian or intermediary with any information, forms, other documentation or consents that may be necessary for such custodian or intermediary to make a payment free of FATCA withholding. Investors should consult their own tax adviser to obtain a more detailed explanation of FATCA and how FATCA may affect them. The Issuer’s and Guarantor’s obligations under the Capital Securities are discharged once it has paid the common depositary for the ICSDs (as holder of the Capital Securities) and the Issuer and the Guarantor therefore have no responsibility for any amount thereafter transmitted through the ICSDs and custodians or intermediaries.

Change of law The conditions of the Capital Securities are based on laws in effect as at the date of this Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to relevant law or administrative practice after the date of this Prospectus and any such change could materially adversely impact the value of any Capital Securities affected by it.

Denominations involve integral multiples: definitive Capital Securities The Capital Securities will be in registered form and available for transfer in minimum Principal Amounts of €100,000 plus one or more higher integral multiples of €1,000. It is possible that the Capital Securities may be traded in amounts that are not integral multiples of €100,000. In such a case a Holder who, as a result of trading such amounts, holds an amount which is less than €100,000 in the Holder’s account with the relevant clearing system at the relevant time may not receive a definitive Capital Security in respect of such holding (should definitive Capital Securities be printed) and would need to purchase a Principal Amount of Capital Securities such that its holding amounts to €100,000.

Credit ratings may not reflect all risks associated with an investment in the Capital Securities S&P and Moody’s have assigned credit ratings to the Capital Securities, and may assign credit ratings to the Issuer and/or the Guarantor more generally. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Capital Securities. These credit ratings are not a recommendation to buy, sell or hold securities and may be revised, suspended or withdrawn by either rating agency at any time. In general, European regulated investors are restricted under Regulation (EC) No. 1060/2009, as amended (the CRA Regulation) from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU and registered under the CRA Regulation (and such registration has not been

16 withdrawn or suspended), subject to transitional provisions that apply in certain circumstances whilst the registration application is pending. Such general restriction will also apply in the case of credit ratings issued by non-EU credit rating agencies, unless the relevant credit ratings are endorsed by an EU-registered credit rating agency or the relevant non-EU rating agency is certified in accordance with the CRA Regulation (and such endorsement action or certification, as the case may be, has not been withdrawn or suspended). The list of registered and certified rating agencies published by the European Securities and Markets Authority (ESMA)on its website in accordance with the CRA Regulation is not conclusive evidence of the status of the relevant rating agency included in such list, as there may be delays between certain supervisory measures being taken against a relevant rating agency and the publication of the updated ESMA list. Certain information with respect to the credit rating agencies and ratings referred to in this Prospectus is set out in the Overview section of this Prospectus. Furthermore credit ratings are for distribution only to a person (a) who is not a retail client within the meaning of section 761G of the Corporations Act of Australia and is also a sophisticated investor, professional investor or other investor in respect of whom disclosure is not required under Part 6D.2 or 7.9 of the Corporations Act, and (b) who is otherwise permitted to receive credit ratings in accordance with applicable law in any jurisdiction in which the person may be located. Anyone who is not such a person is not entitled to receive this Prospectus and any person who receives this Prospectus is advised that they must not distribute it to any person who is not entitled to receive it.

Risks related to the market for Capital Securities generally The secondary market The Capital Securities may have no established trading market when issued, and one may never develop. If a market does develop, it may not be liquid. Illiquidity may have an adverse effect on the market value of the Capital Securities. Investors may not be able to sell their Capital Securities easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market.

Exchange rate risks and exchange controls The Issuer will pay principal and interest on the Capital Securities in euro. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the Investor’s Currency) other than euro. These include the risk that exchange rates may significantly change (including changes due to devaluation of the euro or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to euro would decrease (1) the Investor’s Currency- equivalent yield on the Capital Securities, (2) the Investor’s Currency-equivalent value of the principal payable on the Capital Securities and (3) the Investor’s Currency-equivalent market value of the Capital Securities. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate or the ability of the Issuer or the Guarantor to make payments in respect of the Capital Securities. As a result, investors may receive less interest or principal than expected, or no interest or principal.

Legal investment considerations may restrict certain investments The investment activities of certain investors are subject to investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult with its legal advisers to determine whether and to what extent (1) the Capital Securities are legal investments for it, (2) the Capital Securities can be used as collateral for various types of borrowing and (3) any other restrictions apply to its purchase or pledge of the Capital Securities. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Capital Securities under any applicable risk-based capital or similar rules, regulations or laws.

17 DOCUMENTS INCORPORATED BY REFERENCE The following documents which have previously been published or are published simultaneously with this Prospectus and have been filed with the CSSF shall be incorporated in by reference, and form part of, this Prospectus: (a) the audited consolidated annual financial statements of the Group for the financial year ended 30 June 2013, together with the audit report prepared in connection therewith (the 2013 Group Financial Statements) and the audited consolidated annual financial statements of the Group for the financial year ended 30 June 2014, together with the audit report prepared in connection therewith (the 2014 Group Financial Statements), in particular the following information set out on the specified pages of those documents: 2013 Group Financial 2014 Group Financial Statements Statements Income Statement Page 3 Page 3 Statement of comprehensive income Page 4 Page 4 Statement of financial position Page 5 Page 5 Statement of changes in equity Page 6 Page 6 Statement of cash flows Page 7 Page 7 Notes to the financial statements Pages 8 to 84 Pages 8 to 92 Audit Report Pages 86 to 87 Pages 94 to 95 Any other information incorporated by reference that is not included in the cross-reference list above is considered to be additional information to be disclosed to investors rather than information required by the relevant annexes of the Prospectus Regulation; and (b) the audited annual financial statements of the Issuer for the financial year ended 30 June 2013, together with the audit report prepared in connection therewith (the 2013 Issuer Financial Statements) and the audited annual financial statements of the Issuer for the financial year ended 30 June 2014, together with the audit report prepared in connection therewith (the 2014 Issuer Financial Statements) in particular the following information set out on the specified pages of those documents: 2013 Issuer Financial 2014 Issuer Financial Statements Statements Statement of comprehensive income Page 9 Page 9 Statement of financial position Page 10 Page 10 Statement of changes in equity Page 11 Page 11 Statement of cash flows Page 12 Page 12 Notes to the financial statements Pages 13 to 22 Pages 13 to 23 Audit Report Pages 24 to 25 Pages 25 to 26 Any other information incorporated by reference that is not included in the cross-reference list above is considered to be additional information to be disclosed to investors rather than information required by the relevant annexes of the Prospectus Regulation. Following the publication of this Prospectus, a supplement may be prepared by the Issuer and the Guarantor and approved by the CSSF in accordance with Article 16 of the Prospectus Directive. Statements contained in any such supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Prospectus or in a document which is incorporated by reference in this Prospectus. Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus. Copies of documents incorporated by reference in this Prospectus can be obtained from the specified office of the Registrar for the time being. In addition, a copy of each document incorporated by reference is available on the Luxembourg Stock Exchange’s website at www.bourse.lu. Any documents themselves incorporated by reference in the documents incorporated by reference in this Prospectus shall not form part of this Prospectus. Any non-incorporated parts of a document referred to herein are either deemed not relevant for an investor or are otherwise covered elsewhere in this Prospectus.

18 The Issuer and the Guarantor will, in the event that there arises or is noted, prior to the date on which the Capital Securities are admitted to trading on the Luxembourg Stock Exchange, any significant new factor, material mistake or inaccuracy relating to information included in this Prospectus which is capable of affecting the assessment of the Capital Securities, prepare and publish a supplement to this Prospectus.

19 TERMS AND CONDITIONS OF THE CAPITAL SECURITIES

The following, subject to alteration and except for paragraphs in italics, are the terms and conditions of the Capital Securities. The €1,000,000,000 Capital Securities due 2074 (the Capital Securities, which expression, unless the context otherwise requires, includes any further Capital Securities issued pursuant to Condition 10 and forming a single series with the Capital Securities) of Origin Energy Finance Limited (the Issuer) are constituted by a trust deed dated 16 September 2014 (the Trust Deed) made between the Issuer, Origin Energy Limited (the Guarantor) and BNY Mellon Corporate Trustee Services Limited (the Trustee, which expression shall include its successor(s)) as trustee for the Holders (as defined below). The Capital Securities are issued, and may or must be redeemed by the Issuer, on the terms set out in these Terms and Conditions (the Conditions). The Issuer has entered into an agency agreement (the Agency Agreement) with the Guarantor, The Bank of New York Mellon, London Branch as Principal Paying Agent, Calculation Agent and Transfer Agent and The Bank of New York Mellon (Luxembourg) S.A. as Registrar and the Trustee in connection with the issue of the Capital Securities. The statements in these Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed. Copies of the Trust Deed and the Agency Agreement are available for inspection during normal business hours by the Holders at the specified office of the Registrar. Holders are deemed to have notice of those provisions applicable to them of the Trust Deed and the Agency Agreement.

1. FORM AND TRANSFER 1.1 Form and Principal Amount The Capital Securities are in registered form and are issued on their date of issue and transferable in minimum principal amounts (the Principal Amount)of€100,000 and integral multiples of €1,000 in excess thereof. A capital security certificate (a Definitive Certificate) will be issued to each Holder in respect of its registered holding of Capital Securities. Each Definitive Certificate will be numbered serially with an identifying number which will be recorded on the relevant Certificate and in the register of Holders (the Register) which the Issuer will procure to be kept by the Registrar. The Capital Securities will be issued at the Issue Price.

1.2 Title Title to the Capital Securities passes only by registration in the Register. The holder of any Capital Security will (except as otherwise required by law) be treated as its absolute owner for all purposes (regardless of any notice of ownership, trust or any interest or any writing on, or the theft or loss of, the Definitive Certificate issued in respect of it) and no person will be liable for so treating the holder. In these Conditions, Holder and (in relation to a Capital Security) holder means the person in whose name a Capital Security is registered in the Register (or, in the case of a joint holding, the first named thereof).

2. TRANSFERS OF CAPITAL SECURITIES AND ISSUE OF DEFINITIVE CERTIFICATES 2.1 Transfers Subject as provided in Condition 2.4, a Capital Security may be transferred by depositing the Definitive Certificate issued in respect of that Capital Security, with the form of transfer on the back duly completed and signed, at the specified office of the Registrar together with such evidence as the Registrar may reasonably require to prove title to the Capital Securities that are the subject of the transfer and the authority of the individuals who have executed the form of transfer. Legal title to the Capital Securities will pass upon registration of such transfer in the Register.

2.2 Delivery of new Definitive Certificates Each new Definitive Certificate to be issued upon transfer of Capital Securities will, within five business days of receipt by the Registrar of the duly completed form of transfer endorsed on the relevant Definitive Certificate, be mailed by uninsured mail at the risk of the holder entitled to the Capital Security to the address specified in the form of transfer. For the purposes of this Condition, business day shall mean a day on which banks are open for business in Luxembourg. Where some but not all of the Capital Securities in respect of which a Definitive Certificate is issued are to be transferred, a new Definitive Certificate in respect of the Principal Amount of Capital Securities not so transferred will, within 10 business days of receipt by the Registrar of the original Definitive Certificate, be mailed by uninsured mail at the risk of the holder of the Capital Securities not so transferred to the address of such holder appearing on the Register (or, in the case of a joint holding, the first named thereof).

20 2.3 Formalities free of charge Registration of transfer of Capital Securities will be effected without charge by or on behalf of the Issuer or the Registrar but upon payment (or the giving of such indemnity as the Issuer or the Registrar may reasonably require) in respect of any tax or other governmental charges which may be imposed on the Issuer or the Registrar (as the case may be) in relation to such transfer.

2.4 Closed periods No Holder may require the transfer of a Capital Security to be registered during the period of 15 days ending on the due date for any payment of any principal or interest (including Deferred Interest Payments) on that Capital Security.

2.5 Regulations All transfers of Capital Securities and entries on the Register will be made subject to the detailed regulations concerning transfers of Capital Securities scheduled to the Agency Agreement. The regulations may be changed by the Issuer with the prior written approval of the Registrar and the Trustee. A copy of the current regulations will be mailed (free of charge) by the Registrar to any Holder who requests one.

3. STATUS AND SUBORDINATION OF THE CAPITAL SECURITIES 3.1 Status of the Capital Securities The Capital Securities constitute unconditional, unsecured and subordinated obligations of the Issuer and will at all times rank pari passu without any preference among themselves and pari passu with any Parity Obligations of the Issuer. The rights and claims of the Holders are subordinated as described in Condition 3.2.

3.2 Subordination The rights and claims of the Trustee (in respect of amounts owing on the Capital Securities but not in respect of any fees or expenses owed to the Trustee by the Issuer) and the Holders of the Capital Securities as creditors of the Issuer are subordinated to the claims of the holders of Senior Obligations of the Issuer in that if at any time an Event of Insolvency occurs in relation to the Issuer (otherwise than for the purposes of a Solvent Reorganisation of the Issuer) the amount payable by the Issuer to a Holder of Capital Securities under or in relation to such Holder’s Capital Securities (in lieu of any other payment by the Issuer to such Holder under or in relation to the Capital Securities, including pursuant to these Conditions or the Trust Deed), shall be the amount that would have been payable to such Holder if, immediately prior to and throughout any administration which follows such Event of Insolvency, such Holder was the holder of Notional Preference Shares in the Issuer. For the purposes only of that calculation, a Holder will be deemed to hold one preference share of €1.00 each in the capital of the Issuer ranking equally with the Notional Preference Shares for each €1.00 of the Principal Amount of the relevant Capital Security and any accrued but unpaid interest thereon (including any Deferred Interest Payments) plus any other amount that would otherwise be payable to that Holder under these Conditions. The amount payable to the Holders of the Capital Securities under this Condition will only be paid after the debts owing to Issuer Senior Creditors have been paid in full. Each Holder acknowledges and agrees that: (a) the claims of Issuer Senior Creditors to which it is subordinated include each such Issuer Senior Creditor’s entitlement to interest under section 563B of the Corporations Act and it does not have, and waives to the maximum extent permitted by law, any entitlement to interest under section 563B of the Corporations Act; (b) the debt subordination effected by this Condition 3.2 is not affected by any act or omission of the Issuer or any Issuer Senior Creditor which might otherwise affect it at law or in equity or by winding- up of the Issuer; (c) it must pay or deliver to the liquidator any amount or asset received on account of its claim in the winding-up of the Issuer in respect of the Capital Securities in excess of its entitlement under this Condition 3.2; and (d) it may not exercise any voting rights as a creditor in any administration which follows an Event of Insolvency of the Issuer until after all Issuer Senior Creditors have been paid in full or otherwise in a manner inconsistent with the subordination contemplated in this Condition 3.2.

21 3.3 No set-off To the extent and in the manner permitted by applicable law, no Holder may exercise, claim or plead any right of set-off, counterclaim, compensation or retention in respect of any amount owed to it by the Issuer in respect of, and arising from, the Capital Securities and each Holder will, by virtue of its holding of any Capital Security, be deemed to have waived all such rights of set-off, counterclaim, compensation or retention.

4. GUARANTEE 4.1 Guarantee The payment of principal, premium (if any), interest and all other moneys payable by the Issuer under or pursuant to the Capital Securities and/or the Trust Deed (the Guaranteed Amounts) has been unconditionally and irrevocably guaranteed by the Guarantor (the Guarantee) in and on the terms set out in the Trust Deed. For the avoidance of doubt, any Deferred Interest Payment (as defined in Condition 5.3) will not be a Guaranteed Amount until it becomes due and payable in accordance with Condition 5.5.

4.2 Status of the Guarantee The obligations of the Guarantor under the Guarantee constitute unconditional, unsecured and subordinated obligations of the Guarantor and will at all times rank pari passu with any Parity Obligations of the Guarantor.

4.3 Subordination of the Guarantee The rights and claims of the Trustee (in respect of amounts owing on the Capital Securities but not in respect of any fees or expenses owed to the Trustee by the Guarantor) and the Holders of the Capital Securities as creditors of the Guarantor are subordinated to the claims of holders of Senior Obligations of the Guarantor in that if at any time an Event of Insolvency occurs in relation to the Guarantor (otherwise than for the purposes of a Solvent Reorganisation of the Guarantor) the amount payable by the Guarantor to a Holder of Capital Securities under or in relation to the Guarantee (in lieu of any other payment by the Guarantor to such Holder under or in relation to the Guarantee), shall be the amount that would have been payable to such Holder if, immediately prior to and throughout any administration which follows such Event of Insolvency, such Holder was the holder of Notional Preference Shares in the Guarantor. For the purposes only of that calculation, a Holder will be deemed to hold one preference share of €1.00 each in the capital of the Guarantor ranking equally with the Notional Preference Shares for each €1.00 of the relevant Guaranteed Amounts in respect of the relevant Capital Security. The amount payable to the Holders of the Capital Securities under this Condition will only be paid after the debts owing to Guarantor Senior Creditors have been paid in full. Each Holder acknowledges and agrees that: (a) the claims of Guarantor Senior Creditors to which it is subordinated include each such Guarantor Senior Creditor’s entitlement to interest under section 563B of the Corporations Act and it does not have, and waives to the maximum extent permitted by law, any entitlement to interest under section 563B of the Corporations Act; (b) the debt subordination effected by this Condition 4.3 is not affected by any act or omission of the Guarantor or any Guarantor Senior Creditor which might otherwise affect it at law or in equity or by winding-up of the Guarantor; (c) it must pay or deliver to the liquidator any amount or asset received on account of its claim in the winding-up of the Guarantor in respect of the Capital Securities in excess of its entitlement under this Condition 4.3; and (d) it may not exercise any voting rights as a creditor in any administration which follows an Event of Insolvency of the Guarantor until after all Guarantor Senior Creditors have been paid in full or otherwise in a manner inconsistent with the subordination contemplated in this Condition 4.3. Nothing in this Condition 4.3 shall be taken to create a charge or security interest on or over any right of the Holder or require the consent of any Guarantor Senior Creditor to any amendments of the terms and conditions of the Capital Securities or the Guarantee.

4.4 No set-off To the extent and in the manner permitted by applicable law, no Holder may exercise, claim or plead any right of set-off, counterclaim, compensation or retention in respect of any amount owed to it by the

22 Guarantor in respect of, or arising from, the Capital Securities or the Guarantee and each Holder will, by virtue of its holding of any Capital Security, be deemed to have waived all such rights of setoff, counterclaim, compensation or retention.

5. INTEREST 5.1 Interest Each Capital Security shall entitle the Holder thereof to receive cumulative interest in accordance with the provisions of this Condition 5.

5.2 Interest Rate Interest on the Capital Securities will accrue: (a) from (and including) the Issue Date to (but excluding) 16 September 2019 (the First Call Date)at 4.00 per cent. per annum; (b) from (and including) the First Call Date to (but excluding) 16 September 2024 (the Second Call Date) at the relevant Reset Interest Rate; (c) from (and including) the Second Call Date to (but excluding) 16 September 2039 (the Additional Step-Up Date), at the relevant Reset Interest Rate plus 0.25 per cent. per annum; and (d) from (and including) the Additional Step-Up Date to (but excluding) the Maturity Date, at the relevant Reset Interest Rate plus 1.00 per cent. per annum, (each an Interest Rate) in each case on the Principal Amount of each Capital Security, which interest will be payable semi-annually in arrear in euro on 16 March and 16 September of each year (each an Interest Payment Date). The Interest Amount payable on any Interest Payment Date shall be calculated on the basis of: (i) the actual number of days in the period from and including the date from which interest begins to accrue (the Accrual Date) to but excluding the date on which it falls due; divided by (ii) the actual number of days from and including the Accrual Date to but excluding the next following Interest Payment Date multiplied by two.

5.3 Optional deferral of interest payments (a) The Issuer may determine in its sole discretion (no later than 20 Business Days prior to the relevant Interest Payment Date) not to pay all or part of the Interest Amount falling due on that Interest Payment Date. If the Issuer determines not to pay all or part of the Interest Amount falling due on an Interest Payment Date, such interest (or part thereof, as the case may be) will not be due and payable, or be paid, until the relevant Payment Reference Date and for so long as the same remains unpaid will constitute a Deferred Interest Payment. Additional interest will accrue on each Deferred Interest Payment: (i) at the same Interest Rate as the Principal Amount of the Capital Securities bears from time to time; and (ii) from (and including) the date on which (but for such deferral) the Deferred Interest Payment would otherwise have been due to (but excluding) the date the Deferred Interest Payment is paid, and will be added to such Deferred Interest Payment (and thereafter accumulate additional interest accordingly) on each Interest Payment Date. Each Deferred Interest Payment and additional interest thereon will be payable in accordance with Condition 5.5. (b) The Issuer will notify the Holders, the Trustee, the Principal Paying Agent, the Registrar and (if and for so long as the Capital Securities are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require) the Luxembourg Stock Exchange of any determination by it not to pay all or part of the Interest Amount which would otherwise fall due on an Interest Payment Date not less than 16 Business Days prior to the relevant Interest Payment Date. Deferral of Interest Amounts pursuant to this Condition will not constitute a default of the Issuer or a breach of its obligations under the Capital Securities or for any other purpose.

5.4 Dividend and capital stopper If: (a) some or all of an Interest Amount is deferred pursuant to Condition 5.3(a); and

23 (b) such Interest Amount has not been paid in full by the date which is 20 Business Days following the Interest Payment Date on which it would otherwise have been due, neither the Issuer nor the Guarantor will: (i) declare or pay any dividend, pay any discretionary interest or distribution, or procure that any discretionary payment is made, on any of its Ordinary Shares or Parity Obligations (other than payments made on Parity Obligations pro rata with payments made on the Capital Securities or Guaranteed Amounts); or (ii) redeem, reduce, cancel, purchase or buy-back (or procure the redemption, reduction, cancellation, purchase or buy-back of) on a discretionary basis any of its Ordinary Shares or Parity Obligations, (other than in respect of employee incentive plans of the Guarantor) until the date on which all Deferred Interest Payments have been paid in full.

5.5 Payment of Deferred Interest Payments (a) The Issuer may elect to pay any Deferred Interest Payment at any time on the giving of at least five and not more than 15 Business Days’ prior notice to the Holders, the Trustee, the Registrar and the Principal Paying Agent. (b) Each Deferred Interest Payment will become due and payable, and the Issuer must pay such Deferred Interest Payment, on the earliest to occur of: (i) the date on which any discretionary dividend, distribution or interest is declared or paid on, any discretionary redemption, purchase or buy-back is made of, or any capital return is made in relation to, any Ordinary Share or Parity Obligation of the Issuer or the Guarantor (other than in respect of employee incentive plans of the Guarantor); (ii) the Maturity Date; (iii) the date on which all of the Capital Securities are otherwise redeemed; and (iv) the date on which an order is made or a resolution is passed for the winding-up of the Issuer or the Guarantor. If none of the events referred to above takes place prior to the calendar day which is the fifth anniversary of the Interest Payment Date on which any of the then outstanding Deferred Interest Payments was initially deferred, it is the intention, though not an obligation, of the Issuer to pay all outstanding Deferred Interest Payments in full on the next following Interest Payment Date.

5.6 Increase in Interest Rate (a) Unless an irrevocable notice to redeem the Capital Securities has been given to Holders by the Issuer pursuant to Condition 6.3 on or before the 15th Business Day following the first occurrence of a Change of Control Event, the Interest Rate will increase once by 5.00 per cent. per annum with effect from (and including) the 15th Business Day following the date on which that Change of Control Event occurs. The occurrence of the Change of Control Event and of such increase in the Interest Rate will be notified by the Issuer to the Holders, the Trustee, the Registrar and the Principal Paying Agent no later than the 15th Business Day following the relevant Change of Control Event. For the avoidance of doubt, the Interest Rate will not increase by reason of any subsequent Change of Control Event. (b) A Change of Control Event will occur if: (i) the Guarantor becomes a Subsidiary of another person or any persons acting in concert (Relevant Person)(aChange of Control), provided that a Change of Control Event will not have occurred if: (A) the persons holding, directly or indirectly, more than 50 per cent. of the issued voting share capital of the Relevant Person are also, or immediately prior to the event which would otherwise constitute a Change of Control were, persons who held, directly or indirectly, more than 50 per cent. of the issued voting share capital of the Guarantor; or (B) the event which would otherwise constitute a Change of Control occurs as part of a Solvent Reorganisation of the Guarantor;

24 (ii) subject as provided below, either (A) by reason of a Change of Control being anticipated by the relevant Rating Agency or (B) during the Change of Control Period, there is a Negative Rating Event, provided that, in the case of a Negative Rating Event in anticipation of a Change of Control, a Change of Control Event will be deemed to have occurred only if and when a Change of Control subsequently occurs; and (iii) subject as provided below, the relevant Rating Agency announces publicly or confirms in writing to the Issuer or the Guarantor that the Negative Rating Event referred to in paragraph (ii) above resulted, in whole or in part, from the occurrence or anticipation of the Change of Control. Furthermore, if at the time of the occurrence of the Change of Control, none of the Issuer’s or the Guarantor’s listed or listable obligations carry a solicited credit rating, a Change of Control Event shall be deemed to occur upon the occurrence of an event as described in Condition 5.6(b)(i) alone. For the purposes of the definition of Change of Control Event: Change of Control Period means the period ending 120 days after announcement of the Change of Control having occurred (or such longer period for which the Issuer’s or the Guarantor’s listed or listable obligations are under consideration by a Rating Agency (such consideration having been announced publicly within such 120 day period) for rating review); and A Negative Rating Event will occur if the solicited rating assigned to the Guarantor’s (or the Issuer’s, if it has been assigned a credit rating and the Guarantor has no such credit rating at that time) senior unsecured obligations by any Rating Agency is: (A) lowered by at least one full rating notch by that Rating Agency and the lowered credit rating is lower than Baa2 (or equivalent thereof) in the case of Moody’s and/or BBB (or equivalent thereof) in the case of Standard & Poor’s; or (B) withdrawn, and is not within the Change of Control Period (or, in the case of a Negative Rating Event resulting, in whole or in part, from the anticipation of a Change of Control, within the period commencing on the date on which the Negative Rating Event occurs and ending 120 days thereafter) subsequently (in the case of a downgrade) upgraded or (in the case of a withdrawal) reinstated to a rating of Baa2 (or equivalent thereof) or higher in the case of Moody’s and/or BBB (or equivalent thereof) or higher in the case of Standard & Poor’s.

5.7 Accrual Interest will cease to accrue on each Capital Security from and including its due date for redemption unless, upon due presentation, payment of the principal in respect of the Capital Security is improperly withheld or refused or unless default is otherwise made in respect of payment, in which event interest shall continue to accrue as provided in the Trust Deed.

5.8 Determination and publication of Reset Interest Rate The Reset Interest Rate for each Reset Period will be determined by the Calculation Agent on the relevant Reset Determination Date and promptly notified by the Calculation Agent to the Issuer, the Guarantor, the Trustee, the Principal Paying Agent, the Registrar and, if required by the rules of any stock exchange on which the Capital Securities are listed from time to time, to such stock exchange, and to the Holders, without undue delay but, in any case, not later than the relevant Reset Date.

5.9 Determination by the Trustee The Trustee (or an agent appointed by the Trustee at the expense of the Issuer) shall be entitled but shall not be obliged, if the Calculation Agent defaults at any time in its obligation to determine the Reset Interest Rate in accordance with the above provisions, to determine the Reset Interest Rate, at such rate as, in its absolute discretion (having such regard as it shall think fit to the procedure described above), it shall deem fair and reasonable in all the circumstances and the determination shall be deemed to be a determination by the Calculation Agent.

5.10 Notifications, etc. to be final All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of these Conditions, whether by the

25 Reference Banks (or any of them) or the Calculation Agent or the Trustee (or its agent) will (in the absence of manifest error, negligence or wilful default) be binding upon the Issuer, the Guarantor, the Trustee, the Calculation Agent, the Registrar, the Paying Agents, the Registrar and all Holders and (in the absence of negligence and wilful default) no liability to the Issuer, the Guarantor, the Trustee or the Holders will attach to the Reference Banks (or any of them) or the Calculation Agent or the Trustee (or its agent) in connection with the exercise or non-exercise by any of them of their powers, duties and discretions pursuant to such provisions.

6. REDEMPTION AND PURCHASE 6.1 Maturity Unless redeemed earlier in accordance with these Conditions, the Capital Securities will be redeemed on 16 September 2074 (the Maturity Date) at their Principal Amount plus any Interest accrued up to (but excluding) the Maturity Date and any outstanding Deferred Interest Payments.

6.2 Early redemption at the option of the Issuer Subject to applicable laws, the Issuer may redeem the Capital Securities (in whole but not in part) on the First Call Date, the Second Call Date or on any Interest Payment Date thereafter at their Principal Amount plus any interest accrued up to (but excluding) the relevant Redemption Date and any outstanding Deferred Interest Payments, on the giving of not less than 30 and not more than 60 calendar days’ irrevocable notice of redemption to the Holders, the Trustee, the Registrar and the Principal Paying Agent.

6.3 Early redemption due to a Gross-Up Event or a Change of Control Event (a) If a Gross-Up Event or a Change of Control Event occurs, the Issuer may, subject to applicable laws, redeem the Capital Securities (in whole but not in part) at their Principal Amount plus any interest accrued up to (but excluding) the relevant Redemption Date and any outstanding Deferred Interest Payments, on the giving of not less than 30 and not more than 60 calendar days’ irrevocable notice of redemption to the Holders, the Trustee, the Registrar and the Principal Paying Agent. (b) In the case of a Gross-Up Event: (i) no such notice of redemption may be given earlier than 45 calendar days prior to the earliest calendar day on which the Issuer would be for the first time obliged to pay the Additional Amounts in question on payments due in respect of the Capital Securities; and (ii) prior to the giving of any such notice of redemption, the Issuer will deliver or procure that there is delivered to the Trustee: (A) a certificate signed by two Authorised Signatories of the Issuer stating that the Issuer is entitled to effect such redemption and setting out a statement of facts showing that the conditions to the exercise of the right of the Issuer to redeem have been satisfied and that the obligation to pay Additional Amounts cannot be avoided by the Issuer or, as the case may be, the Guarantor taking reasonable measures available to it; and (B) an opinion of an independent legal or tax adviser of recognised standing to the effect that the Issuer or, as the case may be, the Guarantor has or will become obliged to pay the Additional Amounts in question as a result of a Gross-Up Event, and the Trustee shall be entitled, without liability to any person, to accept the above certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on the Holders. (c) In the case of a Change of Control Event, prior to giving any notice of redemption, the Issuer will deliver or procure that there is delivered to the Trustee a certificate signed by two Authorised Signatories of the Issuer stating that a Change of Control Event has occurred. The Trustee shall be entitled, without liability to any person, to accept such certification as sufficient evidence that a Change of Control Event has occurred, in which event it shall be conclusive and binding on the Holders. (d) Gross-Up Event means that as a result of any change in, or amendment to, the laws (or any rules or regulations thereunder) of the Relevant Jurisdiction, or any change in or amendment to any official interpretation or application of those laws, rules or regulations, which change or amendment becomes effective on or after the Issue Date, the Issuer has or will become obliged to pay, or the Guarantor

26 would be unable for reasons outside its control to procure payment by the Issuer and in making payment itself would be required to pay, in respect of an amount (the Relevant Amount), an Additional Amount that is at least 30 per cent. (or such other percentage which is the corporate tax rate then prevailing in the Relevant Jurisdiction) of the Relevant Amount, provided that the payment obligation cannot be avoided by the Issuer or the Guarantor (as the case may be) taking reasonable measures available to it.

6.4 Early redemption due to a Tax Event or an Equity Credit Rating Event (a) If a Tax Event or an Equity Credit Rating Event occurs, the Issuer may, subject to applicable laws, redeem the Capital Securities (in whole but not in part) at any time at: (i) in the case of a Tax Event or an Equity Credit Rating Event where such redemption occurs prior to but excluding the First Call Date, their Early Redemption Amount; or (ii) in the case of a Tax Event or an Equity Credit Rating Event where such redemption occurs after, or on, the First Call Date, the Principal Amount plus any interest accrued up to (but excluding) the relevant Redemption Date and any outstanding Deferred Interest Payments, on the giving of not less than 30 and not more than 60 calendar days’ irrevocable notice of redemption to the Holders, the Trustee, the Registrar and the Principal Paying Agent. Prior to giving such notice of redemption, the Issuer will deliver or procure that there is delivered to the Trustee a certificate signed by two Authorised Signatories of the Issuer stating that a Tax Event or an Equity Credit Rating Event (as the case may be) has occurred and stating in the case of a Tax Event that the relevant loss of deduction cannot be avoided by the Issuer or the Guarantor (as the case may be) taking reasonable measures available to it and, in the case of a Tax Event, the opinion referred to in Condition 6.4(b). The Trustee shall be entitled, without liability to any person, to accept such certification and, in the case of a Tax Event, opinion as sufficient evidence that a Tax Event or an Equity Credit Rating Event (as the case may be) has occurred, in which event it shall be conclusive and binding on the Holders. (b) Tax Event means that, in the opinion of a recognised independent tax adviser, on or after the Issue Date, as a result of: (i) any amendment to, or change in, the laws (or any rules or regulations thereunder) of the Relevant Jurisdiction which is enacted, promulgated, issued or becomes effective otherwise on or after the Issue Date; or (ii) any amendment to, or change in, an official and binding interpretation of any such laws, rules or regulations by any legislative body, court, governmental agency or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory determination) which is enacted, promulgated, issued or becomes effective otherwise on or after the Issue Date; or (iii) any generally applicable official interpretation or pronouncement that provides for a position with respect to such laws or regulations that differs from the previous generally accepted position which is issued or announced on or after the Issue Date, interest paid by the Issuer on the Capital Securities or Guaranteed Amounts in respect of interest paid by the Guarantor pursuant to the Guarantee would no longer, or within 90 calendar days of the date of that opinion will no longer, be fully deductible (or the entitlement to make such deduction shall be materially reduced) by or on behalf of the Issuer or (as applicable) the Guarantor for corporate income tax purposes in the Relevant Jurisdiction. (c) An Equity Credit Rating Event will occur if after the Issue Date the Issuer or the Guarantor has been notified by any Rating Agency, or has become aware following a publication by any Rating Agency of a change in its assessment criteria, that the Capital Securities will no longer be eligible for the same or higher category of “equity credit” (or such similar nomenclature as is being used by that Rating Agency at the relevant time) as was attributed to the Capital Securities by that Rating Agency immediately prior to such change, as notified from time to time to the Issuer or the Guarantor by that Rating Agency.

6.5 Early Redemption Amount The Early Redemption Amount will be 101 per cent. of the Principal Amount of the Capital Securities, plus any interest accrued up to (but excluding) the relevant Redemption Date and any outstanding Deferred Interest Payments.

27 6.6 Purchase of Capital Securities The Issuer, the Guarantor or any Subsidiary of the Guarantor may, subject to applicable laws and any rules of any stock exchange or exchanges on which any of the Capital Securities are listed from time to time: (a) prior to the First Call Date, at any time purchase Capital Securities up to a maximum amount representing 25 per cent. of the aggregate Principal Amount of the Capital Securities issued on the Issue Date in the open market or otherwise at any price; and (b) from and including the First Call Date, at any time purchase any amount of Capital Securities in the open market or otherwise at any price. Such acquired Capital Securities may at the Issuer’s election be cancelled or held or resold. In the event that the Issuer, the Guarantor and/or any Subsidiary of the Guarantor has, individually or in aggregate, purchased (and not resold) Capital Securities equal to or in excess of 80 per cent. of the aggregate Principal Amount of the Capital Securities issued on the Issue Date, the Issuer may redeem the remaining Capital Securities (in whole but not in part) at any time at their Principal Amount plus any interest accrued up to (but excluding) the Redemption Date and any outstanding Deferred Interest Payments, on the giving of not less than 30 and not more than 60 calendar days’ irrevocable notice of redemption to the Holders, the Trustee, the Registrar and the Principal Paying Agent.

6.7 Cancellations All Capital Securities which are (a) redeemed or (b) purchased by or on behalf of the Issuer, the Guarantor or any of the Guarantor’s Subsidiaries and which the Issuer elects to cancel, will forthwith be cancelled.

7. PAYMENTS 7.1 Payments of principal and interest in respect of each Capital Security will be made by transfer to the registered account of the Holder or by euro cheque drawn on a bank (nominated in writing to the Registrar by the Holder) that processes payments in euro mailed to the registered address of the Holder if it does not have a registered account, provided that the nomination is received by the Registrar not later than 10 Payment Business Days before any date on which payment is scheduled. Interest on Capital Securities due on an Interest Payment Date will be paid to the holder shown on the Register at the close of business on the date (the record date) being the fifteenth day before the due date for the payment of interest. For the purposes of this Condition 7.1, a Holder’s registered account means the euro account maintained by or on behalf of it with a bank that processes payments in euro, details of which appear on the Register at the close of business on the relevant record date, and a Holder’s registered address means its address appearing on the Register at that time. 7.2 Where payment is to be made by transfer to a registered account, payment instructions (for value the due date or, if that is not a Payment Business Day, for value the first following day which is a Business Day) will be initiated and, where payment is to be made by cheque, the cheque will be mailed, on the next succeeding Payment Business Day, without any interest or payment in respect of such delay. 7.3 Payments in respect of amounts payable by way of interest (including Deferred Interest Payments) and on redemption of the Capital Securities will be subject in all cases to: (i) any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 8; and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the Code) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or (without prejudice to the provisions of Condition 8) any law implementing an intergovernmental approach thereto. No commissions or expenses shall be charged to the Holders in respect of such payments. 7.4 In this Condition, Payment Business Day means a day which is both: (a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the city in which the Principal Paying Agent has its registered office from time to time; and (b) a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System is open. 7.5 Unless the context otherwise requires, any reference in these Conditions to principal in respect of the Capital Securities shall be deemed to include any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Capital Securities.

28 8. TAXATION AND GROSS-UP 8.1 Payment without withholding All payments in respect of the Capital Securities and the Guarantee by or on behalf of the Issuer or, as the case may be, the Guarantor, will be made free and clear of, and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (Taxes) imposed, levied, collected, withheld or assessed by or on behalf of the Relevant Jurisdiction, unless the withholding or deduction of the Taxes is required by law. In that event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts (Additional Amounts) as may be necessary in order that the net amounts received by the Holders after the withholding or deduction will equal the respective amounts which would otherwise have been receivable in respect of the Capital Securities in the absence of the withholding or deduction; except that no Additional Amounts will be payable in relation to any payment in respect of any Capital Security: (a) held by or on behalf of a Holder who is liable to such Taxes in respect of such Capital Security by reason of their having some connection with the Relevant Jurisdiction other than the mere holding of the Capital Security; or (b) held by or on behalf of a Holder who is liable to Taxes in respect of the Capital Security by reason of that person being an associate of the Issuer or the Guarantor for the purposes of Section 128F of the Tax Act; or (c) held by or on behalf of a Holder who could lawfully avoid (but has not so avoided) such deduction or withholding by complying, or procuring that any third party complies, with any statutory requirements or by making or procuring that any third party makes a declaration of non-residence or other similar claim for exemption to any tax authority; or (d) in respect of any Taxes that are imposed, deducted or withheld by reason of a failure of a holder or beneficial owner of a Capital Security (i) to provide certification, information, or documentation concerning the nationality, residence, identity or connection with the Relevant Jurisdiction of the holder or beneficial owner (including, without limitation, the supplying of an Australian Business Number (if relevant), any appropriate tax file number or other appropriate exemption details), if and to the extent that furnishing such information would have reduced or eliminated any Taxes as to which additional amounts would have otherwise been payable to such holder or beneficial owner, or (ii) to make any certification, declaration or other similar claim or satisfy any information, documentation, statement or reporting requirement, which, in the case of (i) or (ii), is required or imposed by a statute, treaty, rule, regulation or administrative practice of the Relevant Jurisdiction as a condition or precondition to relief or exemption from all or part of such Taxes; or (e) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC (as amended from time to time) or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; or (f) where such withholding or deduction is required pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official implications thereof, or any law implementing an intergovernmental approach thereto.

8.2 Additional Amounts Any reference in these Conditions to any amounts in respect of the Capital Securities (including in relation to any Deferred Interest Payments and any additional interest accumulated thereon pursuant to Condition 5.3(a)(ii)) will be deemed also to refer to any Additional Amounts which may be payable under this Condition 8 or under any undertakings given in addition to, or in substitution for, this Condition pursuant to the Trust Deed.

9. PRESCRIPTION A claim against the Issuer for payment under these Conditions will become void unless made within periods of 10 years (in the case of principal) and five years (in the case of interest, including any Deferred Interest Payments and any additional interest accumulated thereon pursuant to Condition 5.3(a)(ii)) from the Relevant Date relating thereto.

29 10. FURTHER ISSUES Subject to applicable law, the Issuer may from time to time without the consent of the Holders create and issue further securities or incur further debt obligations either (a) ranking pari passu in all respects (or in all respects save for the first payment of Interest thereon) and so that the same will be consolidated and form a single series with the Capital Securities; or (b) upon such terms as to ranking, distributions or interest, conversion, redemption and otherwise as the Issuer may determine at the time of issue.

11. EVENTS OF DEFAULT If an Event of Default occurs and is subsisting, then the Trustee may, and shall if so directed by an Extraordinary Resolution of the Holders or so requested in writing by the holders of at least one-quarter in Principal Amount of the Capital Securities then outstanding (subject in each case to being indemnified and/ or secured and/or prefunded to its satisfaction): (a) give notice to the Issuer and the Guarantor that the Capital Securities are, and they shall immediately become, due and payable at their Principal Amount plus any accrued but unpaid interest thereon (including any Deferred Interest Payments); and (b) initiate steps, actions or proceedings for the winding-up of the Issuer and/or prove in the winding-up or claim in the liquidation of the Issuer in respect of the Capital Securities; and/or (c) in the case of an Event of Default arising from the failure of the Guarantor to pay a Guaranteed Amount due and payable pursuant to the Guarantee, initiate steps, actions or proceedings for the winding-up of the Guarantor and/or prove in the winding-up or claim in the liquidation of the Guarantor in respect of the Guaranteed Amounts, provided that such claim of the Trustee in the winding-up or liquidation of the Issuer and/or the Guarantor in respect of each Capital Security shall be subordinated as described in, Condition 3.2 or Condition 4.3, as the case may be.

12. ENFORCEMENT 12.1 Enforcement by the Trustee Without prejudice to Condition 11, the Trustee may at any time, at its discretion (subject to the next following sentence) and without further notice institute such proceedings against the Issuer and/or the Guarantor as it may think fit to enforce any term or condition binding on the Issuer or the Guarantor under the Trust Deed or the Capital Securities (other than any payment obligation of the Issuer or the Guarantor under or arising from the Trust Deed or the Capital Securities, including, without limitation, payment of any principal or interest (including any Deferred Interest Payments and any additional interest accumulated thereon under Condition 5.3(a)(ii)) in respect of the Capital Securities and including damages awarded for the breach of any payment obligations, but without prejudice to the rights and remedies available to the Trustee in respect of fees, expenses and indemnity claims owing to it under the Trust Deed) but in no event shall the Issuer or the Guarantor, by virtue of the institution of any such proceedings, be obliged to pay any sum or sums in cash or otherwise, sooner than the same would otherwise have been payable by it under these Conditions. The Trustee will not be bound to take any such proceedings or any other action in relation to the Trust Deed or the Capital Securities unless (a) it has been so directed by an Extraordinary Resolution of the Holders or so requested in writing by the holders of at least one-quarter in Principal Amount of the Capital Securities then outstanding and (b) it has been indemnified and/or secured and/or prefunded to its satisfaction.

12.2 No other remedies Except as permitted by this Condition 12 (including, without limitation, any rights or remedies of the Trustee under Condition 12.1) and Condition 11 and without prejudice to the rights and remedies available to the Trustee in respect of fees, expenses and indemnity claims owing to it under the Trust Deed, no remedy against the Issuer or the Guarantor shall be available to the Trustee or the Holders in respect of any breach by the Issuer or the Guarantor (as the case may be) of any of its obligations under the Conditions and/or the Trust Deed (as the case may be).

12.3 Enforcement by the Holders No Holder will be entitled to proceed directly against the Issuer or the Guarantor to enforce any right or remedy under or in respect of any Capital Security unless the Trustee, having become bound so to proceed,

30 fails so to do within a reasonable period and the failure is continuing, in which case any such Holder may itself institute proceedings against the Issuer or (as the case may be) the Guarantor for the relevant remedy to the same extent (but not further or otherwise) that the Trustee would have been entitled to do so.

13. VARIATION OF RIGHTS 13.1 Variation without consent The Trustee may agree with the Issuer and the Guarantor, without the approval of Holders, to amend, modify, alter or add to either these Conditions or the provisions of the Trust Deed, if the Trustee is of the opinion that the amendment, modification, alteration or addition is: (a) of a formal, minor or technical nature; (b) made to correct an error which, in the opinion of the Trustee, is proven; or (c) not materially prejudicial to the interests of Holders as a whole, provided that, prior to making such amendment, modification, alteration or addition, the Issuer will deliver or procure that there is delivered to the Trustee a certificate signed by two Authorised Signatories of the Issuer stating that the Capital Securities following such amendment, modification, alteration or addition will have a level of “equity credit” ascribed to them by Standard & Poor’s which is equal to or higher than that which was ascribed to the Capital Securities immediately prior to such amendment, modification, alteration or addition. The Trustee shall be entitled, without liability to any person, to accept such certification as sufficient evidence of the matters referred to therein, in which event it shall be conclusive and binding on the Holders.

13.2 Substitution (a) Subject to applicable laws, the Issuer may, without the authority, assent or approval of Holders, substitute all (but not some only) of the Capital Securities for other securities issued directly or indirectly by the Issuer, provided that such securities: (i) have terms not materially less favourable to Holders than the terms of the Capital Securities (as reasonably determined by the Issuer); (ii) have a rating ascribed to them by each Rating Agency, and a level of “equity credit” ascribed to them by Standard & Poor’s, which is equal to or higher than that ascribed to the Capital Securities immediately prior to such substitution; (iii) have the benefit of a guarantee from the Guarantor on terms not materially less favourable to Holders than the terms of the Guarantee (as reasonably determined by the Issuer); and (iv) are listed on the Luxembourg Stock Exchange or another internationally recognised stock exchange selected by the Issuer. The Trustee shall (at the expense of the Issuer and following receipt by the Trustee of a certificate signed by two Authorised Signatories of the Issuer confirming (i) to (iv) above) use reasonable endeavours to assist the Issuer in such substitution of the Capital Securities (including, but not limited to, entering into such documents or deeds as may be necessary to give effect thereto), provided that the Trustee shall not be obliged to participate in, or assist with, any such substitution if the substitution, or the securities into which the Capital Securities are to be substituted, or if the assistance with such substitution, would impose, in the Trustee’s opinion, more onerous obligations upon it, expose it to liabilities or reduce its protections. (b) The Trustee may, without the consent of the Holders, agree with the Issuer and the Guarantor to the substitution in place of the Issuer (or of any previous substitute under this Condition 13.2(b)) as the principal debtor under the Capital Securities and the Trust Deed of the Guarantor or any of its other Related Bodies Corporate, subject to: (i) except in the case of the substitution of the Guarantor, the Capital Securities being unconditionally and irrevocably guaranteed by the Guarantor; (ii) the Trustee being satisfied that the interests of the Holders will not be materially prejudiced by the substitution; and (iii) compliance with certain other conditions set out in the Trust Deed.

31 13.3 Meetings The Trust Deed contains provisions for convening meetings of the Holders to consider any matter relating to the Capital Securities and/or the Trust Deed, including the modification or abrogation by Extraordinary Resolution of any of these Conditions or any of the provisions of the Trust Deed. The necessary quorum for any such meeting shall be: (a) except for the purposes of passing an Extraordinary Resolution, one or more Eligible Persons present and holding or representing in the aggregate not less than 25 per cent. in Principal Amount of the Capital Securities for the time being outstanding, or at any adjourned such meeting one or more Eligible Persons present (whatever the Principal Amount of the Capital Securities so held or represented by them); (b) for the purposes of passing an Extraordinary Resolution at a meeting the business of which does not include a Special Matter, one or more Eligible Persons present and holding or representing in the aggregate more than 50 per cent. in Principal Amount of the Capital Securities for the time being outstanding, or at any adjourned such meeting one or more Eligible Persons present (whatever the Principal Amount of the Capital Securities so held or represented by them); and (c) for the purposes of passing an Extraordinary Resolution at a meeting the business of which includes a Special Matter, one or more Eligible Persons present and holding or representing in the aggregate not less than two-thirds, or at any adjourned such meeting not less than one-third, of the Principal Amount of the Capital Securities for the time being outstanding. Any Holder present in person or by proxy, attorney or Representative (as defined in the Trust Deed) may demand a poll. On a poll each Holder of a Capital Security present in person or by proxy and entitled to vote shall have one vote in respect of each €1,000 in Principal Amount of such Holder’s Capital Securities. A resolution passed by the Holders will be binding on all Holders, whether or not they are present at any meeting and whether or not they voted on the resolution.

13.4 Waiver, authorisation and determination The Trustee may agree, without the consent of the Holders, to the waiver or authorisation of any breach or proposed breach of, any of these Conditions or any of the provisions of the Trust Deed or the Agency Agreement, or determine, without any such consent as aforesaid, that any Event of Default or Potential Event of Default (as defined in the Trust Deed) shall not be treated as such (provided that, in any such case, it is not, in the opinion of the Trustee, materially prejudicial to the interests of the Holders).

13.5 Trustee to have regard to interests of Holders as a class In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, determination, authorisation or substitution), the Trustee shall have regard to the general interests of the Holders as a class but shall not have regard to any interests arising from circumstances particular to individual Holders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Holders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Holder be entitled to claim, from the Issuer, the Guarantor, the Trustee or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Holders except to the extent already provided for in Condition 8 and/or any undertaking given in addition to, or in substitution for, Condition 8 pursuant to the Trust Deed.

13.6 Notification to the Holders Any modification, abrogation, waiver, determination, authorisation or substitution pursuant to or described in this Condition 13 shall be binding on the Holders and, unless the Trustee agrees otherwise, notified by the Issuer to the Holders as soon as practicable thereafter in accordance with Condition 14.

13.7 Compliance with stock exchange rules In connection with any amendment, modification, alteration, addition or substitution under this Condition 13, the Issuer will comply with the rules of any stock exchange on which the Capital Securities are for the time being listed or admitted to trading.

32 14. NOTICES All notices regarding the Capital Securities shall be valid if sent by post to the Holders at their respective addresses in the Register and, if and for so long as the Capital Securities are listed on the Luxembourg Stock Exchange and the rules of that Exchange so require, published in a daily newspaper of general circulation in Luxembourg or on the Luxembourg Stock Exchange’s website, www.bourse.lu. The Issuer shall also ensure that notices are duly given or published in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Capital Securities are for the time being listed. Any notice shall be deemed to have been given on the second day after being so mailed or on the date of publication or, if so published more than once or on different dates, on the date of the first publication.

15. REGISTRAR AND PAYING AGENT Under the terms of the Agency Agreement, the Issuer has the right (subject to the prior written approval of the Trustee) to terminate the appointment of the Registrar or Paying Agent and appoint a successor provided that there shall at all times be: (a) at least one Paying Agent having its registered office in a European city (which so long as the Capital Securities are admitted to official listing on the Luxembourg Stock Exchange shall be London or such other place as may be required by the Luxembourg Stock Exchange); (b) if a withholding or deduction is imposed by the United Kingdom or any taxing authority therein or thereof on a payment by a Paying Agent to an individual and is required to be made pursuant to European Council Directive 2003/48/EC (as amended from time to time) or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive, a paying agent in a location where such withholding would not be required; (c) a Registrar; (d) a Transfer Agent; and (e) a Calculation Agent.

16. INDEMNIFICATION AND PROTECTION OF THE TRUSTEE AND ITS CONTRACTING WITH THE ISSUER AND THE GUARANTOR 16.1 Indemnification and protection of the Trustee The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility and liability towards the Issuer, the Guarantor and the Holders, including (i) provisions relieving it from taking action unless indemnified and/or secured and/or pre-funded to its satisfaction and (ii) provisions limiting or excluding its liability in certain circumstances. The Trust Deed provides that, when determining whether an indemnity or any security or pre-funding is satisfactory to it, the Trustee shall be entitled (i) to evaluate its risk in any given circumstance by considering the worst-case scenario and (ii) to require that any indemnity or security given to it by the Holders or any of them be given on a joint and several basis and be supported by evidence satisfactory to it as to the financial standing and creditworthiness of each counterparty and/or as to the value of the security and an opinion as to the capacity, power and authority of each counterparty and/or the validity and effectiveness of the security.

16.2 Trustee contracting with the Issuer and the Guarantor The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia, (a) to enter into business transactions with the Issuer and/or the Guarantor and/or any of the Guarantor’s other Subsidiaries and to act as trustee for the holders of any other securities issued or guaranteed by, or relating to, the Issuer and/or the Guarantor and/or any of the Guarantor’s other Subsidiaries, (b) to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transactions or, as the case may be, any such trusteeship without regard to the interests of, or consequences for, the Holders, and (c) to retain and not be liable to account for any profit made or any other amount or benefit received thereby or in connection therewith.

17. GOVERNING LAW AND SUBMISSION TO JURISDICTION 17.1 Governing law The Trust Deed (including the Guarantee) and the Capital Securities and any non-contractual obligations arising out of or in connection with them are governed by, and will be construed in accordance with

33 English law, save for Conditions 3.2 and 4.3 and the provisions of Clauses 9.1 and 10.8 of the Trust Deed, which will be governed by, and construed in accordance with, the laws of New South Wales, Australia.

17.2 Jurisdiction of English courts Each of the Issuer and the Guarantor has, in the Trust Deed, irrevocably agreed for the benefit of the Trustee and the Holders that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Trust Deed or the Capital Securities (including a dispute relating to any non-contractual obligations arising out of or in connection with the Trust Deed or the Capital Securities) and accordingly has submitted to the exclusive jurisdiction of the English courts. Each of the Issuer and the Guarantor has, in the Trust Deed, waived any objection to the courts of England on the grounds that they are an inconvenient or inappropriate forum. The Trustee and the Holders may take any suit, action or proceeding arising out of or in connection with the Trust Deed or the Capital Securities respectively (including any suit, action or proceedings relating to any non-contractual obligations arising out of or in connection with the Trust Deed or the Capital Securities) (together referred to as Proceedings) against the Issuer or the Guarantor in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions.

17.3 Appointment of process agent Each of the Issuer and the Guarantor has, in the Trust Deed, irrevocably and unconditionally appointed Hackwood Secretaries Limited at the latter’s registered office for the time being as its agent for service of process in England in respect of any Proceedings and has undertaken that in the event of such agent ceasing so to act it will appoint such other person as the Trustee may approve as its agent for that purpose.

18. RIGHTS OF THIRD PARTIES No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Capital Security, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

19. DEFINITIONS Unless the context otherwise requires, the following terms will have the following meanings in these Conditions: Accrual Date has the meaning specified in Condition 5.2. Additional Amounts has the meaning specified in Condition 8.1. Additional Step-Up Date has the meaning specified in Condition 5.2(b). Agency Agreement has the meaning specified in the preamble to these Conditions. Authorised Signatory has the meaning given to it in the Trust Deed. Business Day means a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System is open. Calculation Agent means The Bank of New York Mellon, London Branch. Calculation Amount means €1,000 in Principal Amount of Capital Securities. Capital Securities has the meaning specified in the preamble to these Conditions, and Capital Security shall be construed accordingly. Change of Control has the meaning specified in Condition 5.6. Change of Control Event has the meaning specified in Condition 5.6. Conditions means these terms and conditions of the Capital Securities. Corporations Act means the Corporations Act 2001 of the Commonwealth of Australia. Deferred Interest Payment has the meaning specified in Condition 5.3(a) and will, where relevant, include any amount of additional interest accrued thereon in accordance with Condition 5.3(a). Definitive Certificate has the meaning specified in Condition 1.1. Early Redemption Amount has the meaning specified in Condition 6.5.

34 Eligible Persons has the meaning specified in the Trust Deed. Equity Credit Rating Event has the meaning specified in Condition 6.4(b). Event of Default means the occurrence of either of the following events: (a) neither the Issuer nor the Guarantor pays any principal or any interest or other amount due and payable in respect of the Capital Securities or any of them, or (as the case may be) any Guaranteed Amounts pursuant to the Guarantee, in each case in full within 30 days of its due date; or (b) an order is made (other than an order successfully appealed or permanently stayed within 60 days) by a State or Federal Court in the Commonwealth of Australia or a resolution is passed by the shareholders of the Issuer or the Guarantor, as the case may be, for the winding-up of the Issuer or the Guarantor (other than for the purposes of Solvent Reorganisation of the Issuer or the Guarantor), except that none of the following will constitute an Event of Default: (i) the non-payment by the Issuer or the Guarantor of any amount due and payable in respect of any of the Capital Securities or any Guaranteed Payments pursuant to the Guarantee: (A) in order to comply with any fiscal or other law or regulation or with the order of any court of competent jurisdiction, in each case applicable to such payment; or (B) during any period where there is doubt as to the validity or applicability of any such law, regulation or order, in accordance with advice given by an independent law firm acceptable to the Trustee as to such validity or applicability; or (ii) the deferral of any Interest Amount pursuant to Condition 5.3. Event of Insolvency means: (i) in respect of the Issuer, the appointment of an administrator, a liquidator, provisional liquidator or other similar officer in respect of the Issuer or any corporate action is taken by the Issuer or the Guarantor to appoint such a person; and (ii) in respect of the Guarantor, the appointment of an administrator, a liquidator, provisional liquidator or other similar officer in respect of the Guarantor or any corporate action is taken by the Guarantor to appoint such a person. Extraordinary Resolution has the meaning given to it in the Trust Deed. First Call Date has the meaning specified in Condition 5.2(a). Gross-Up Event has the meaning specified in Condition 6.3(d). Guarantee has the meaning specified in Condition 4.1. Guaranteed Amounts has the meaning specified in Condition 4.1. Guarantor means Origin Energy Limited (ABN 30 000 051 696). Guarantor Senior Creditors means the holders of Senior Obligations of the Guarantor. Holder has the meaning specified in Condition 1.2. Initial Credit Spread means 3.669 per cent. per annum. Interest Amount means the amount payable per Calculation Amount on an Interest Payment Date. Interest Payment Date has the meaning specified in Condition 5.2. Interest Period means the period beginning on (and including) the Issue Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date. Interest Rate has the meaning specified in Condition 5.2. ISDA Definitions means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. (as amended and updated as at the Issue Date). Issue Date means 16 September 2014. Issue Price, in relation to a Capital Security, has the meaning specified in the prospectus or other issuance documentation in respect of that Capital Security. Issuer means Origin Energy Finance Limited (ABN 86 151 002 738).

35 Issuer Senior Creditors means the holders of Senior Obligations of the Issuer. Maturity Date has the meaning specified in Condition 6.1. Moody’s means Moody’s Investors Service, Inc. (or any of its subsidiaries or any successor in business thereto from time to time). Notional Preference Shares means: (a) in respect of the Issuer, an actual or notional class of preference shares in the capital of the Issuer ranking junior to the claims of holders of Senior Obligations of the Issuer and having an equal right to return of assets in the winding-up to, and so ranking pari passu with, the most junior class or classes of preference shares in the capital of the Issuer from time to time (including any such preference shares which constitute Parity Obligations of the Issuer) and which have a right to a return of assets in the winding-up over, and so rank junior to the holders of all other classes of issued shares for the time being in the capital of the Issuer other than, its Ordinary Shares; and (b) in respect of the Guarantor, an actual or notional class of preference shares in the capital of the Guarantor ranking junior to the claims of holders of Senior Obligations of the Guarantor and having an equal right to return of assets in the winding-up to, and so ranking pari passu with, the most junior class or classes of preference shares in the capital of the Guarantor from time to time (including any such preference shares which constitute Parity Obligations of the Guarantor) and which have a right to a return of assets in the winding-up over, and so rank junior to the holders of all other classes of issued shares for the time being in the capital of the Guarantor other than, its Ordinary Shares. Ordinary Share means a fully paid ordinary share in the capital of the Issuer or the Guarantor (as the case may be). Parity Obligations means: (a) in respect of the Issuer: (i) any series of preference shares issued by the Issuer ranking equally as to dividends or other income distributions with the Capital Securities (including, as at the Issue Date, the €500,000,000 Capital Securities due 2071 issued by the Issuer on 16 June 2011); or (ii) any security or obligation issued by a Subsidiary of the Issuer which benefits from a guarantee or other contractual support undertaking of the Issuer which guarantee or contractual support undertaking ranks or is expressed to rank equally as to dividends, interest or other income distributions with the Capital Securities; and (iii) any other security, obligation, instrument or preferred security issued by the Issuer ranking or expressed to rank equally as to dividends, interest or other income distributions with the Capital Securities; and (b) in respect of the Guarantor: (i) any preference share issued by the Guarantor which ranks equally with the Guarantee for return of capital in a winding-up of the Guarantor; and (ii) any other security or obligation, the claim of the holder of which ranks or is expressed to rank pari passu with the Guarantor’s obligations under the Guarantee in a winding-up of the Guarantor (including, as at the Issue Date, the guarantee given by the Guarantor in respect of the €500,000,000 Capital Securities due 2071 issued by the Issuer on 16 June 2011 and the A$900,000,000 Subordinated Notes issued by the Guarantor on 22 December 2011). Paying Agent means The Bank of New York Mellon, London Branch. Payment Business Day has the meaning specified in Condition 7. Payment Reference Date means: (i) the next following Interest Payment Date on which the Issuer elects to pay the relevant Deferred Interest Payment at its discretion pursuant to Condition 5.5(a); or (ii) the date on which the Issuer is required to pay the relevant Deferred Interest Payment pursuant to Condition 5.5(b). Principal Amount has the meaning specified in Condition 1.1. Proceedings has the meaning specified in Condition 17.2.

36 Rating Agency means each of Standard & Poor’s and Moody’s or any other rating agency substituted for either of them by the Issuer and/or Guarantor with the prior written approval of the Trustee (such approval not to be unreasonably withheld). Redemption Date means any date on which the Capital Securities become due for redemption in accordance with these Conditions. Reference Bank has the meaning specified in the definition of Reset Reference Bank Rate. Register has the meaning specified in Condition 1.1. Registrar means The Bank of New York Mellon (Luxembourg) S.A. Related Body Corporate has the meaning given in the Corporations Act. Relevant Date means the date on which the relevant payment first becomes due but, if the full amount of the money payable has not been received by the Principal Paying Agent, the Registrar or the Trustee on or before the due date, it means the date on which, the full amount of the money having been so received, notice to that effect has been duly given to the Holders by the Issuer. Relevant Jurisdiction means the Commonwealth of Australia or any political subdivision or any authority thereof or therein having power to tax or, in the event of any substitution, Solvent Reorganisation or other corporate action resulting in the Issuer or the Guarantor being tax resident in any other jurisdiction, that other jurisdiction or any political subdivision or any authority thereof or therein having power to tax. Relevant Person has the meaning specified in Condition 5.6(b). Reset Date means the First Call Date and each date that falls five, or a multiple of five, years following the First Call Date. Reset Determination Date means the second Business Day prior to the relevant Reset Date. Reset Interest Rate means, in relation to any Reset Period, the sum of the Swap Rate in relation to that Reset Period plus the Initial Credit Spread, such sum being adjusted to reflect semi-annual payments as determined using Bloomberg Screen BC4, subject to any applicable increase pursuant to Condition 5.6. Reset Period means the period from and including the First Call Date to but excluding the next Reset Date, and each successive period from and including a Reset Date to but excluding the next succeeding Reset Date. Reset Reference Bank Rate means the percentage rate determined on the basis of the Swap Rate Quotations provided by at least five leading swap dealers in the Eurozone interbank market (the Reference Banks) to the Calculation Agent at its request at approximately 11:00 a.m. (Brussels time) on the relevant Reset Determination Date. If one quotation is provided, the Reset Reference Bank Rate will be such quotation. If two or more quotations are provided, the Reset Reference Bank Rate will be the arithmetic mean of the quotations, eliminating, if at least three quotations are provided, the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest). If the Reset Reference Bank Rate cannot be determined in accordance with the foregoing provisions of this paragraph, the applicable Reset Reference Bank Rate shall be equal to the last Swap Rate available on the Screen Page as determined by the Calculation Agent. Second Call Date has the meaning specified in Condition 5.2(b). Senior Obligations means all obligations of the Issuer or the Guarantor (as the case may be), issued directly or indirectly, other than Parity Obligations and Ordinary Shares of the Issuer or the Guarantor (as the case may be). Solvent Reorganisation means, with respect to the Issuer or the Guarantor (as the case may be), solvent winding-up, deregistration, dissolution, scheme of arrangement or other reorganisation of the Issuer or the Guarantor (as the case may be) solely for the purposes of a consolidation, amalgamation, merger or reconstruction, the terms of which have been approved by the holder(s) of the Ordinary Shares of the Issuer or the Guarantor (as the case may be) or by a court of competent jurisdiction under which the continuing or resulting corporation effectively assumes the obligations of the Issuer under the Capital Securities and the Trust Deed or of the Guarantor under the Guarantee and the Trust Deed (as the case may be). Special Matter has the meaning given to it in the Trust Deed. Standard & Poor’s means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc. (or any of its subsidiaries or any successor in business thereto from time to time). Subsidiary has the meaning given in the Corporations Act.

37 Swap Rate means, in relation to a Reset Period and the Reset Determination Date in relation to such Reset Period, the mid-swap rate for a term of five years as displayed on Reuters screen “ISDAFix2” as at 11:00 a.m. (Brussels time) on such Reset Determination Date (the Reset Screen Page). In the event that such mid-swap rate does not appear on the Reset Screen Page on the relevant Reset Determination Date at approximately that time, the Swap Rate will be the Reset Reference Bank Rate. Swap Rate Quotations means the arithmetic mean of the bid and offered rates for the annual fixed leg (calculated on a 30/360 day count basis) of a fixed-for-floating euro interest rate swap which (i) has a term of five years commencing on the first day of the relevant Reset Period, (ii) is in an amount that is representative of a single transaction in the relevant market at the relevant time with an acknowledged dealer of good credit in the swap market and (iii) has a floating leg based on the 6-month EURIBOR rate (calculated on an Actual/360 day count basis). Tax Act means the Income Tax Assessment Act 1936 of Australia. Tax Event has the meaning specified in Condition 6.4(b). Taxes has the meaning specified in Condition 8.1. Transfer Agent means The Bank of New York Mellon, London Branch. Trust Deed has the meaning specified in the preamble to these Conditions. Trustee has the meaning specified in the preamble to these Conditions.

38 GLOBAL CERTIFICATE REPRESENTING THE CAPITAL SECURITIES

The Global Certificate contains the following provisions which apply to the Capital Securities in respect of which it is issued whilst they are represented by the Global Certificate, some of which modify the effect of the Conditions of the Capital Securities. Terms defined in the Conditions of the Capital Securities have the same meaning in this section.

1. Payments Each payment by or on behalf of the Issuer or the Guarantor in respect of the Capital Securities will be made to or to the order of, the person whose name is entered on the Register at the close of the business day (being for this purpose a day on which Euroclear and Clearstream, Luxembourg are open for business) before the relevant due date (the Record Date). Where no further payment is to be made in respect of the Capital Securities, payment of principal and interest will only be made against presentation and surrender of the Global Certificate to or to the order of the Registrar or such other agent as shall have been notified to the holder of the Global Certificate for such purpose. Distributions of amounts with respect to book-entry interests in the Capital Securities held through Euroclear or Clearstream, Luxembourg will be credited, to the extent received by the Principal Paying Agent or the Registrar, to the cash accounts of Euroclear or Clearstream, Luxembourg participants in accordance with the relevant system’s rules and procedures.

2. Cancellation Cancellation of any Capital Security following its redemption or purchase by the Issuer, the Guarantor or any of its subsidiaries will be effected by reduction in the aggregate Principal Amount of the Capital Securities in the Register.

3. Notices For so long as all of the Capital Securities are represented by a Global Certificate and such Global Certificate is held on behalf of Euroclear and/or Clearstream, Luxembourg, notices to the Holders may be given by delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg (as the case may be) for communication to the persons shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a Principal Amount of such Capital Securities (each an Accountholder) rather than by publication as required by Condition 14 except that, so long as the Capital Securities are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Luxembourg Stock Exchange’s regulated market and the Luxembourg Stock Exchange rules so require, notices regarding the Capital Securities will also be published either in a daily newspaper of general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange at www.bourse.lu. Such notice shall be deemed to have been given on the date of delivery of the notice to Euroclear and/or Clearstream, Luxembourg (as the case may be) for such communication.

4. Accountholders For so long as all of the Capital Securities are represented by a Global Certificate and such Global Certificate is held on behalf of Euroclear and/or Clearstream, Luxembourg, each Accountholder shall be treated as the holder of the relevant Principal Amount of such Capital Securities for all purposes (including but not limited to, for the purposes of any quorum requirements of, or the right to demand a poll at, meetings of the Holders) other than with respect to the payment of principal and interest on such Principal Amount of such Capital Securities, the right to which shall be vested, as against the Issuer, the Guarantor and the Trustee, solely in the registered holder of the Global Certificate in accordance with and subject to its terms and the terms of the Trust Deed. Each Accountholder must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for its share of each payment made to the registered holder of the Global Certificate.

5. Exchange If either or both of Euroclear or Clearstream, Luxembourg is closed for business for a continuous period of 14 calendar days (other than by reason of legal holidays) or announces an intention permanently to cease business, a number of Capital Securities corresponding to its book-entry interests in the Capital Securities represented by the Global Certificate will, on receipt of effective forms of transfer, be transferred to each

39 Accountholder (or a nominee thereof), and each such Accountholder (or nominee) will be registered as a holder of the Capital Securities in the Register and will receive a certificate made out in such Accountholder’s (or its nominee’s) name.

6. Transfers Transfers of book-entry interests in the Capital Securities will be effected through the records of Euroclear, Clearstream, Luxembourg and their respective participants in accordance with the rules and procedures of Euroclear, Clearstream, Luxembourg and their respective direct and indirect participants. No Accountholder may require the transfer of a Capital Security to be so effected during the period from the close of the business day (being for this purpose a day on which Euroclear and Clearstream, Luxembourg are open for business) on the date before the relevant due date for any payment of principal or interest on that Capital Security.

7. Clearing Systems References herein to Euroclear and Clearstream, Luxembourg shall be deemed to include any successor or other clearing system in which the Capital Securities may be cleared with the approval of the Trustee.

40 CLEARANCE AND SETTLEMENT OF THE CAPITAL SECURITIES

The information set out below is subject to any change in or reinterpretation of the rules, regulations and procedures of the Clearing Systems currently in effect. The information in this section concerning the Clearing Systems has been obtained from sources that the Issuer and the Guarantor believe to be reliable, but none of the Issuer, the Guarantor, the Joint Lead Managers, the Trustee, the Principal Paying Agent or Registrar takes any responsibility for the accuracy of this section. Investors wishing to use the facilities of any of the Clearing Systems are advised to confirm the continued applicability of the rules, regulations and procedures of the relevant Clearing System. None of the Issuer, the Guarantor or any other party to the Agency Agreement will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Capital Securities held through the facilities of any Clearing System or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Custodial and depositary links have been established with Euroclear and Clearstream, Luxembourg to facilitate the initial issue of the Capital Securities and transfers of the Capital Securities associated with secondary market trading.

The Clearing Systems Euroclear and Clearstream, Luxembourg Euroclear and Clearstream, Luxembourg each hold securities for participating organisations and facilitate the clearance and settlement of securities transactions between their respective participants through electronic book- entry of changes in the accounts of their participants. Euroclear and Clearstream, Luxembourg provide their respective participants with, inter alia, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Euroclear and Clearstream, Luxembourg participants are financial institutions throughout the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organisations. Indirect access to Euroclear or Clearstream, Luxembourg is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Euroclear or Clearstream, Luxembourg participant, either directly or indirectly. Distributions with respect to book-entry interests in the Capital Securities held through Euroclear or Clearstream, Luxembourg will be credited, to the extent received by the Registrar or the Principal Paying Agent, to the cash accounts of Euroclear or Clearstream, Luxembourg participants in accordance with the relevant system’s rules and procedures.

Registration and form Book-entry interests in the Capital Securities held through Euroclear and Clearstream, Luxembourg will be evidenced by the Global Certificate, registered in the name of a nominee of the common depositary of Euroclear and Clearstream, Luxembourg. The Global Certificate will be held by, and registered in the name of a nominee for, a common depositary for Euroclear and Clearstream, Luxembourg. Beneficial ownership in the Capital Securities will be held through financial institutions as direct and indirect participants in Euroclear and Clearstream, Luxembourg. The aggregate holdings of book-entry interests in the Capital Securities in Euroclear and Clearstream, Luxembourg will be reflected in the book-entry accounts of each such institution. Euroclear and Clearstream, Luxembourg, as the case may be, and every other intermediate holder in the chain to the beneficial owner of book-entry interests in the Capital Securities, will be responsible for establishing and maintaining accounts for their participants and customers having interests in the book-entry interest in the Capital Securities. The Principal Paying Agent will be responsible for ensuring that payments received by it from the Issuer or the Guarantor for holders of interests in the Capital Securities holding through Euroclear and Clearstream, Luxembourg are credited to Euroclear or Clearstream, Luxembourg, as the case may be. Neither the Issuer nor the Guarantor will impose any fees in respect of the Capital Securities. However, holders of book-entry interests in the Capital Securities may incur fees normally payable in respect of the maintenance and operation of accounts in Euroclear and Clearstream, Luxembourg.

Global Clearance and Settlement Procedures Initial settlement Interests in the Capital Securities will be in uncertificated book-entry form. Purchasers electing to hold book- entry interests in the Capital Securities through Euroclear and Clearstream, Luxembourg accounts will follow the

41 settlement procedures applicable to conventional eurobonds. Book-entry interests in the Capital Securities will be credited to Euroclear and Clearstream, Luxembourg participants’ securities clearance accounts on the business day following the Issue Date against payment (for value on the Issue Date).

Secondary market trading Secondary market sales of book-entry interests in the Capital Securities held through Euroclear or Clearstream, Luxembourg to purchasers of book-entry interests in the Capital Securities through Euroclear or Clearstream, Luxembourg will be conducted in accordance with the normal rules and operating procedures of Euroclear and Clearstream, Luxembourg and will be settled using the procedures applicable to conventional participants.

Eurosystem eligibility The Capital Securities are not intended to be held in a manner which would allow Eurosystem eligibility.

General Although the foregoing sets out the procedures of Euroclear and Clearstream, Luxembourg in order to facilitate the transfers of interests in the Capital Securities among participants of Euroclear and Clearstream, Luxembourg, neither Euroclear nor Clearstream, Luxembourg is under any obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time. None of the Issuer, the Guarantor, the Joint Lead Managers, the Trustee, the Principal Paying Agent or the Registrar will have any responsibility for the performance by Euroclear or Clearstream, Luxembourg or their respective participants of their respective obligations under the rules and procedures governing their operations.

42 USE OF PROCEEDS The proceeds of the issue of the Capital Securities will be on-lent to other companies in the Group and will be applied by such Group companies to refinance bank debt used to fund the Browse Basin acquisition (see page 63 for further information) and for general corporate purposes.

43 DESCRIPTION OF THE ISSUER

The Issuer, Origin Energy Finance Limited, was incorporated on 19 May 2011 under the laws of the Commonwealth of Australia, as a public limited company (ABN 86 151 002 738). The Issuer’s registered office is at Level 45, Australia Square, 264-278 George Street, Sydney NSW, Australia and its telephone number is +61 2 8345 5000. The Issuer has an issued share capital of two fully paid ordinary shares of A$1.00 each and 15 million fully paid ordinary shares of A$0.01 each which are all held by the Guarantor. The Issuer also has 500,000 fully paid preference shares of €999.59 each (referred to below as the €500 million of capital securities due in 2071). The Issuer’s role is to serve as a financing subsidiary of the Guarantor. The Issuer has no subsidiaries, employees or non executive directors. The directors of the Issuer and their roles within the Group and any external directorships or business interests are:

Name Role within the Group Principal outside activities Grant King ...... Managing Director, Origin Energy Chairman, Contact Energy Ltd and Business Limited Council of Australia Infrastructure & Sustainability Growth Committee, Councillor of the Australian Petroleum Production and Exploration Association, Director of the Business Council of Australia Karen Moses ...... Executive Director, Finance and Director, Contact Energy Ltd, SAS Trustee Strategy, Origin Energy Limited Corporation and the Sydney Dance Company Frank Calabria ...... Chief Executive Officer, Energy Director, Energy Supply Association of Markets, Origin Energy Limited Australia

The business address of each director of the Issuer is the Issuer’s registered office at Level 45, Australia Square, 264-278 George Street, Sydney NSW, Australia. There are no potential conflicts of interest between the duties to the Issuer of the persons listed above and their private interests or other duties. The Issuer has no audit committee. As a subsidiary of the Guarantor, its activities are conducted in accordance with the Guarantor’s corporate governance policies and standards.

Previous Activities In June 2011, the Issuer issued €500 million of capital securities due in 2071. The capital securities are guaranteed on a subordinated basis by the Guarantor and rank equally with the Capital Securities described in this Prospectus. In October 2011, the Issuer raised U.S.$500 million ten year senior unsecured notes. The notes have a coupon of 5.45 per cent. and mature in October 2021, and are guaranteed by the Guarantor and certain of its subsidiaries. In October 2012, the Issuer issued €500 million seven year senior unsecured notes under its Euro Medium Term Note Programme (the Programme). The notes have a coupon of 2.875 per cent. and mature in October 2019, and are guaranteed by the Guarantor and certain of its subsidiaries. In April 2013, the Issuer issued €150 million ten year senior unsecured notes and €750 million seven and a half year medium term notes under the Programme. The notes have annual coupon of 3.00 per cent. and 2.50 per cent. respectively and mature in April 2023 and October 2020 respectively. Both series of notes are guaranteed by the Guarantor and certain of its subsidiaries. In October 2013, the Issuer issued €800 million eight year senior unsecured notes and U.S.$800 million five year senior unsecured notes in the 144A/Reg S market. Both series of notes have an annual coupon of 3.50 per cent. and mature in October 2021 and October 2018 respectively. Both series of notes issuances are guaranteed by the Guarantor and certain of its subsidiaries. In December 2013, the Issuer issued U.S.$65 million seven year senior unsecured notes and U.S.$85 million ten year senior unsecured notes. The notes have annual coupon of 4.40 per cent. and 5.04 per cent. respectively and mature in December 2020 and December 2023 respectively. Both series of notes issuances are guaranteed by the Guarantor and certain of its subsidiaries.

44 DESCRIPTION OF THE GUARANTOR Origin Energy Limited (Origin or the Guarantor) is a leading integrated energy company in Australia2. Listed on the ASX, Origin is in the S&P/ASX 20 Index by market capitalisation (approximately A$16.9 billion as at 25 August 2014) and employs over 6,700 people. Origin’s share capital as at 30 June 2014 was A$4,520 million composed of 1,104 million fully paid ordinary shares. Origin was incorporated with limited liability under the laws of the Commonwealth of Australia on 4 March 1946 as a public limited company (ABN 30 000 051 696). Origin’s registered office is at Level 45, Australia Square, 264-278 George Street, Sydney NSW, Australia and its telephone number is +61 2 8345 5000. Origin is the holding company of the Group. Refer to the Financing Considerations section of this Description of the Guarantor for a simplified corporate structure diagram of the Group. Origin’s operations include selling energy (including electricity, natural gas and LPG) to wholesale and retail customers, generating electricity through a portfolio of 13 power stations in Australia and exploring for and producing gas and oil in Australia and New Zealand. Origin has a 53.1 per cent. share in Contact Energy, an integrated energy company listed on the New Zealand Stock Exchange, and a 37.5 per cent. shareholding in Australia Pacific LNG, which is developing Australia’s largest CSG to LNG export project3, which will supply the LNG export markets in Asia. Origin reports across five business segments which reflect its operations: • Energy Markets — Australia’s largest energy retailer by customer accounts4 with a flexible and diversified generation portfolio with approximately 6,010 MW supported by a substantial fuel position; • Exploration and Production — gas and oil exploration and production interests in Australia and New Zealand; • LNG — 37.5 per cent. shareholding in the company developing Australia’s largest CSG to LNG export project; • Contact Energy — 53.1 per cent. shareholding in one of New Zealand’s leading integrated energy companies; and • Corporate — corporate activities and business development activities outside existing operations and opportunities not allocated to other segments.

History and development Founded in 1946, Origin was originally Bitumen and Oil Refineries (Australia) Ltd — Boral — owner and operator of Australia’s first Australian-owned oil refinery. Over the next several decades, the business developed into two primary businesses comprising (i) an energy business involved in oil and gas exploration and production, power generation and energy retailing with investments in energy infrastructure and management services; and (ii) a building and construction materials business. In February 2000, Boral shareholders approved the demerger of the energy business from the building and construction materials business, and the energy company became known as Origin Energy. At the time of demerger from Boral, Origin had an initial market capitalisation of approximately A$800 million with 1.2 million retail customers primarily in South Australia and Victoria, and interests in 375 MW of generation capacity.

2 By market capitalisation, number of customer accounts as at 30 June 2014 and total market data for customer accounts as of 30 June 2013. Total market data for customer accounts as of 30 June 2014 was not yet available as of the date of this Prospectus.

3 By nameplate capacity.

4 Based on number of customer accounts as at 30 June 2014 and total market data as of 30 June 2013.

45 Key events in Origin’s history since its demerger from Boral in 2000 have included the following:

Year Event 2001 • Acquisition of the Powercor electricity retail business in Victoria, increasing Origin’s customer base by approximately 580,000 • Discovery of the Thylacine and Geographe fields in the Otway Basin • A$125 million share placement and A$74m Share Purchase Plan to fund capital works 2002 • Acquisition of the Citipower electricity retail business in Victoria, increasing Origin’s customer base by approximately 264,000 • Acquisition of major coal seam gas tenements in Queensland 2004 • Acquisition of a 50 per cent. interest in the Kupe Gas Field, a gas and liquid hydrocarbons field, 30 km off the New Zealand coast line • Acquisition of 51.4 per cent. of Contact Energy Limited (Contact Energy), one of New Zealand’s leading integrated energy companies. Origin has since increased its interest in Contact Energy to 53.1 per cent. 2005 • Commencement of production of CSG (also known as coal bed methane) from Origin’s Spring Gully gas processing facilities in Queensland • A$641 million pro rata equity issuance to partly fund the purchase of initial 51.4 per cent. interest in Contact Energy in 2005 2006 • Commissioning of the BassGas project (Origin 42.5 per cent.) producing gas, condensate and LPG from the Bass Basin with all gas sold to Origin’s Retail business segment • A$400 million share placement to partly fund the acquisition of Sun Retail from the Queensland government 2007 • Acquisition of the Sun Retail business in Queensland, increasing Origin’s customer base by more than 890,000, partly funded by A$83 million Share Purchase Plan • Divestment of Origin’s network business completed • Commissioning of the Otway Gas Project (Origin 30.75 per cent.) off the southern coast of Victoria • NZ$200 million retail preference share issuance to refinance acquisition debt in relation to Contact Energy in 2004 2008 • Acquisition of the 640 MW gas-fired Uranquinty Power Station in NSW • 50:50 joint venture formed between Origin and ConocoPhillips, which included all of Origin’s CSG interests at the time, to develop a fully-integrated CSG to LNG project, known as Australia Pacific LNG 2009 • Acquisition of the ATP 788P (Ironbark) CSG permit in Queensland • Commencement of production from the Kupe Gas Project in New Zealand (Origin share 50 per cent.) 2010 • Acquisition of an increased stake in the Otway Gas Project, increasing Origin’s share to 67.23 per cent. • Official opening of Origin’s 630 MW combined cycle Darling Downs Power Station in Queensland 2011 • Acquisition of the Integral Energy and Country Energy retail businesses (increasing Origin’s customer base by 1.6 million customers) and entry into the Eraring GenTrader Arrangements, providing contractual rights to dispatch up to 3,040 MW of generation capacity output • A$2,302 million pro-rata equity issuance to partly fund the acquisition of the NSW Energy Assets • €500 million hybrid capital securities issuance for investment in Origin’s contribution to Australia Pacific LNG • Australia Pacific LNG and Sinopec signed agreements for the supply of 4.3 million tonnes per annum (mtpa) of LNG for approximately 20 years and for Sinopec to subscribe for a 15 per cent. interest in Australia Pacific LNG, thereby diluting Origin’s and ConocoPhillips’ ownership interest to 42.5 per cent. each • Approval of a Final Investment Decision (FID) by the Australia Pacific LNG Board for Train 1 of Australia Pacific LNG’s CSG to LNG project • Activation of an underwritten dividend reinvestment plan raising A$266 million to support Origin’s balance sheet in relation to the first train for APLNG • A$900 million retail hybrid note issuance to support Origin’s balance sheet in relation to the first train for APLNG

46 Year Event 2012 • Approval of a FID by the Australia Pacific LNG Board for Train 2 of Australia Pacific LNG’s CSG to LNG project • Extension of the sale and purchase agreement between Australia Pacific LNG and Sinopec for Sinopec to purchase an additional 3.3 mtpa of LNG for approximately 20 years. Subscription by Sinopec for a further 10 per cent. interest in Australia Pacific LNG, thereby diluting Origin’s and ConocoPhillips’ interest to 37.5 per cent. each. • Entry into an agreement with Kansai Electric for the supply of approximately 1 mtpa of LNG by Australia Pacific LNG for approximately 20 years • Completion of the 550 MW gas fired Mortlake Power Station in western Victoria 2013 • Acquisition of the Eraring Power Station (coal) and the Shoalhaven Scheme (pumped storage). Origin had previously acquired the right to dispatch and sell electricity output from Eraring Energy 2014 • Acquisition of a 40 per cent. interest in two off-shore exploration permits in Western Australia’s Browse Basin (Browse Basin transaction) • Completion of Contact Energy’s 166 MW Te Mihi geothermal power station • Agreements signed to farm-in to on-shore exploration permits in South Australia’s Cooper Basin and in the Northern Territory’s Beetaloo Basin

Key Credit Strengths Integrated and diversified across the energy supply chain, reducing exposure to volatility in any one part of the energy chain Origin is integrated and diversified across the competitive segments of the Australian and New Zealand energy supply chain: energy retailing, generation and gas exploration and development. Origin’s integration creates natural hedges that reduce the exposure of its earnings to fluctuations in wholesale electricity and gas prices and helps to provide stability and predictability of cash flows. It also helps to provide Origin with supply and demand stability and potential synergies that enhance the investment opportunities available to it. Origin’s investment in the Australia Pacific LNG project will provide diversification of earnings via exposure to LNG export to Asian markets.

Large retail customer base Origin has the largest retail electricity, natural gas and LPG customer base in Australia5. At 30 June 2014, the Company had approximately 4.3 million customer accounts across electricity, natural gas and LPG. Origin estimates its market share to be approximately 31 per cent. of the retail electricity market and 26 per cent. of the retail gas market of the NEM regions (in each case based on the number of customer accounts held by Origin as at 30 June 2014 and total market data as at 30 June 2013). This retail base provides a large degree of demand certainty which supports its investment in generation and upstream assets. Contact Energy is the second largest energy retailer in New Zealand6, supplying electricity, gas and LPG to approximately 568,000 commercial and residential customers. At 30 June 2014, Contact Energy had approximately 22 per cent. of New Zealand’s total retail electricity market by number of customer accounts, approximately 23 per cent. of New Zealand’s natural gas market by number of customer connections, and approximately 43 per cent. of New Zealand’s LPG market by volume.

Substantial fuel position to support domestic demand As of 30 June 2014, Origin held 6,473 PJe of 2P reserves including its 37.5 per cent. share of Australia Pacific LNG’s reserves and 1,189 PJe of 2P reserves excluding its 37.5 per cent. share of Australia Pacific LNG’s reserves7,8.

5 Based on the number of its customer accounts as of 30 June 2014 and total market data as of 30 June 2013. Total market data as of 30 June 2014 was not yet available as of the date of this Prospectus

6 Based on data as at 30 June 2014 from the Electricity Authority New Zealand, the Gas Registry New Zealand and the LPG Association of New Zealand

7 At 30 June 2014. Including hydrocarbon liquids. For further information refer to Origin’s Annual Reserves Report for the year ended 30 June 2014, announced on 31 July 2014. Also refer to information on reserves and resources disclosures on page i.

8 Some of Australia Pacific LNG’s CSG reserves and resources are subject to reversionary rights to transfer back to Tri-Star a 45 per cent. interest in Australia Pacific LNG’s share of those CSG interests that were acquired from Tri-Star in 2002 if certain conditions are met.

47 Additionally, Origin has contracted significant long-term gas supply from Australia Pacific LNG and third party gas producers. Some of these contracts reflect the legacy of the historically low priced east coast Australian gas market that existed at the time of entering into the contract. During 2013 Origin announced a conditional agreement with Beach Energy to purchase up to 173 PJ of natural gas over ten years (from the 2015 financial year) that incorporates a combination of oil-linked pricing and other parameters, and an agreement with ESSO/ BHP for the purchase of up to 432 PJ of gas over nine years (commencing in 2014) initially reflecting current pricing arrangements in the market, with a transition to incorporate an oil linked pricing mechanism. Origin also has further gas supply contracts that provide for any future price increases to be market based. Origin has also entered into a number of medium to long-term coal supply agreements, including an agreement with Centennial Coal for the provision of coal over an eight year period from 1 July 2015 for use at Eraring Power Station. Origin’s fuel portfolio provides security of supply for its generation portfolio and retail gas business and also provides it with greater flexibility in considering the development of new gas fired generation or third party sales. Origin has entered into two gas supply agreements with the GLNG partners to supply gas to the GLNG project; one for 365 PJ over ten years (starting in 2015), and another for at least 100 PJ and up to 194 PJ over five years (starting in 2016) at prices in line with international oil-linked pricing. Additionally, Origin signed a two year contract to supply QGC up to 30 PJ over 2014 and 2015 at oil-linked prices as well as a seven year contract to supply the MMG Group with a total volume of up to 22 PJ of gas commencing in 2013, again at a price reflecting the upward pressure on Australian east coast gas prices. In New Zealand, the reduction in baseload gas generation has resulted in an increased need for flexible thermal generation and fuel supply to support the variability in hydro and wind generation. Contact Energy is well positioned to provide this flexibility through its thermal power stations and gas storage facility. The majority (69 per cent. in the year ended 30 June 2014) of Contact Energy’s electricity generation is from renewable fuel sources (hydro and geothermal).

Substantial fuel position to support the Australia Pacific LNG project Through its 37.5 per cent. shareholding in Australia Pacific LNG, Origin has a shareholding in the company developing Australia’s largest CSG to LNG export project. The gas reserves held by Australia Pacific LNG underpin the joint venture’s two train CSG to LNG project. Australia Pacific LNG has the leading CSG position in Australia with the largest 2P CSG reserves9. The Australia Pacific LNG project is expected to deliver a step change in Origin’s earnings from the year ending 30 June 2016 when the project is due to deliver LNG under its existing long-term contracts.

Flexible generation portfolio Origin has a large and flexible generation portfolio, with 6,010 MW of generation capacity, as at August 2014. Its portfolio contains gas, distillate and coal fired thermal generation, together with wind and pumped storage hydro. This represents one of Australia’s most flexible generation portfolios and has the ability to respond to a wide range of market conditions. Origin’s generation portfolio includes 1,974 MW of quick starting, primarily open cycle, gas turbine peaking capacity which enables it to more reliably respond quickly to electricity price peaks and the 2,880 MW coal fired Eraring Power Station which operates as an intermediate to baseload plant. Contact Energy owns and operates a diverse electricity generation portfolio, comprising 2,359 MW of generation capacity and generates approximately a quarter of New Zealand’s total annual electricity generation10. The commissioning of the Te Mihi geothermal power station in May 2014 represents the completion of the current investment programme to reduce the cost, and to increase the diversity and flexibility, of Contact Energy’s generation portfolio.

Strong financial profile and capital management Origin is the largest Australian integrated energy company by market capitalisation, which was A$16.9 billion as of 25 August 2014. As of 30 June 2014 Origin had total assets of A$31,139 million and for the year ended 30 June 2014 its Statutory EBITDA was A$1,943 million. Origin aims to maintain a prudent medium term debt maturity profile. Excluding Contact Energy and its consolidated subsidiaries, as of 30 June 2014, Origin had cash

9 As per EnergyQuest EnergyQuarterly, May 2014

10 In the year ended 30 June 2014, Contact Energy generated 9 TWh of electricity of the total market generation of 39 TWh (Source: Electricity Authority New Zealand)

48 and cash equivalents of A$217 million, adjusted net debt (interest bearing liabilities, adjusted to exclude fair value adjustments, less cash and cash equivalents) of A$7,832 million and A$5.1 billion of existing liquidity comprising committed undrawn debt facilities and cash (excluding Contact Energy and bank guarantees as at 30 June 2014). During the year ended 30 June 2014 Origin undertook a number of funding initiatives to lengthen debt maturities and improve its liquidity position. In August 2013, Origin entered into new bank loan and guarantee facilities totalling A$7.4 billion to refinance all of its existing unsecured bank facilities, with final maturity dates in August 2017 and August 2018 (New Bank Loan Financing). These facilities were increased by approximately A$1.2 billion following general syndication. Origin’s previous standard banking terms, which dated back to 2004, were replaced with new terms which reflect the current scope, size and maturity of the business. These facilities provide financing flexibility for the longer term and further extend Origin’s debt maturity profile. In October 2013, the Issuer raised U.S.$800 million (swapped to A$) and €800 million (swapped to A$) through the issuance of guaranteed senior notes with five and eight year maturities. Origin used a portion of the net proceeds from the issue of these notes to repay drawn amounts and cancel undrawn amounts under the New Bank Loan Financing, to fund its contribution to Australia Pacific LNG and for general corporate purposes. Since demerging in 2000, Origin has raised equity and hybrid capital on a number of occasions associated with major acquisitions and other projects. This support from equity and hybrid investors has allowed the company to maintain a conservative financial risk profile and support its credit ratings over a period of substantial growth and investment in its business. Origin holds the investment grade credit ratings of BBB (negative outlook) by S&P and Baa2 (stable outlook) by Moody’s as at the date of this Prospectus. Origin has held a credit rating of BBB or higher from S&P since obtaining the rating in 2001, and a credit rating of Baa2 or higher from Moody’s since obtaining the rating in 2009.

With average annual distributable cash flow from two LNG trains expected to be around U.S.$1 billion from the 2017 financial year11, this step change in earnings and cash flow will allow Origin to increase distributions to shareholders, maintain an investment grade credit rating and reinvest in growing business at returns exceeding cost of capital.

Comprehensive energy commodity risk management Origin has a comprehensive, portfolio-based approach to managing commodity risks that combines: • its generation portfolio and gas resources; • long term electricity, gas and coal supply contracts; and • financial products, such as caps, futures and swaps. With a long history of operating in the Australian energy markets, Origin has acquired deep knowledge of managing associated risks. Origin has implemented comprehensive risk management policies, procedures and systems with policy limits assessed against a combination of profit and earnings at risk and the potential for extreme events. Policy limits are approved by Origin’s Board and regular reporting is provided to the Board in order to monitor compliance with these limits. To adhere to these limits, Origin utilises a combination of financial products, long term third party contracts and natural internal hedges through the ownership of gas reserves and electricity generation capacity to manage its exposure to wholesale price and volume risk. Origin’s generation portfolio is structured with an aim to providing a competitive cost of energy and to lowering its exposure to price volatility.

Experienced management team Origin has an experienced management team with strong strategic, operational and financial management skills and a track record of successfully executing energy-related projects. Key members of Origin’s management team, including its Managing Director, have served as part of its senior management team since demerging in 2000. The extensive operational knowledge and experience at the business segment level, combined with strong strategic, operational and financial management, support the Company’s position as a leading integrated energy company in Australia and New Zealand.

Business strategy Origin currently supplies energy to wholesale and retail energy markets primarily in Australia and New Zealand and, looking forward, to the Asia Pacific region as Australia Pacific LNG produces first LNG in mid-2015.

11 Distributable cash flow after Australia Pacific LNG revenues, operational expenditure, ongoing capital expenditure, project finance interest and repayments, and taxation. Based on current market conditions.

49 In supplying these markets, Origin’s strategy is to invest in the contestable segments of energy production, power generation and energy retailing. This strategy is designed to provide opportunities to grow the value of the Company by connecting energy production to customers, while allowing for the more effective management of the risks that arise across an increasingly competitive energy supply chain. Origin pursues this strategy through its Energy Markets and Exploration and Production businesses and a 37.5 per cent. interest in Australia Pacific LNG in Australia, and through its 53.1 per cent. interest in Contact Energy in New Zealand. Both natural gas and renewable energy are expected to be the strongest growing fuels globally in the medium to longer term. Origin intends to grow its interests in natural gas resources in Australia and New Zealand with paths to monetise resources both domestically and internationally through LNG exports, particularly to the Asia Pacific region where demand for energy is expected to increase significantly. Origin also intends to continue growing its capabilities and investing in renewable energy development opportunities including wind, geothermal, solar and hydro resources. Origin believes the successful pursuit of this strategy will lead to Origin: • being the regional leader in energy markets in Australia and New Zealand; • having a regionally significant position in natural gas and LNG production; and • having a growing position in renewable energy in the Asia Pacific region.

Regional leader in energy markets Origin holds a significant position in energy markets across both Australia and New Zealand, through its Energy Markets business in Australia and its 53.1 per cent. interest in Contact Energy in New Zealand.

Australia Origin, through its Energy Markets business segment, has leading integrated operations in the energy supply, power generation and retail sectors of the Australian energy supply chain, comprising: • a large and diverse gas portfolio which, together with flexible gas transport arrangements and coal supply agreements, support a strong domestic generation and retail business; • a large generation portfolio of approximately 6,010 MW providing flexibility and diversity across fuel, generation type and geography; and • the leading energy retailing position in Australia by customer accounts with approximately 29 per cent.12 of the natural gas and electricity retail customer accounts in Australia’s eastern and southern states, servicing over 4.3 million electricity, gas and LPG customer accounts with a diverse portfolio of energy products and solutions including green energy products. Origin’s fuel portfolio supplies gas to its retail gas customers and gas-fired power stations, and coal to operate the Eraring Power Station. Origin’s fleet of gas-fired and coal-fired power stations provides a hedge to the retail electricity business and, in particular, helps to manage risks associated with wholesale electricity prices during extreme price events. Origin will continue to build on this integrated strategy to capture value across the energy supply chain, enhance the range of growth opportunities and manage risks. In particular, Origin’s portfolio of competitively-priced gas contracts, a significant amount being set at previously low domestic prices, enable value to be captured as wholesale gas prices rise. With the largest retail customer base in Australia, Origin’s leading retail position provides an effective channel to market for Origin’s fuel and generation portfolio as well as economies of scale on investment in business systems that allow Origin to effectively service the needs of customers. By leveraging this scale advantage, Origin is well placed to respond to competition in the energy markets and maintain its leading market position.

New Zealand Origin holds a 53.1 per cent. interest in Contact Energy, one of New Zealand’s leading integrated generation and energy retailing companies. Contact Energy supplies electricity, gas and LPG to approximately 568,000 commercial and residential customers and has around a 22 per cent. share of the retail electricity market13. Contact Energy owns and

12 Based on Origin natural gas and electricity customer accounts as at 30 June 2014 and estimated market customer accounts as at 30 June 2013.

13 By electricity customer accounts at 30 June 2014.

50 operates a generation portfolio of 2,359 MW across New Zealand, the majority of which is renewables, and supplies approximately 24 per cent. of New Zealand’s electricity needs14. Contact Energy focuses on developing, owning and operating lower cost baseload and flexible generation capacity, an increasing proportion of which is delivered from geothermal and hydro generation, which contributes to an increasingly competitive cost of energy. Origin’s energy markets businesses in Australia and New Zealand make Origin the leading integrated energy markets business in the region.

Regionally significant position in natural gas and LNG production Origin has an upstream Exploration and Production business in Australia and New Zealand, with exploration and production interests principally located in eastern and southern Australia, the Browse and Perth basins in Western Australia, the Bonaparte and Beetaloo basins in the Northern Territory and in New Zealand. Origin holds a 37.5 per cent. shareholding in Australia Pacific LNG which owns extensive CSG reserves, predominantly in the Surat and Bowen basins in Queensland. Australia Pacific LNG has the largest 2P CSG reserves position15 in Australia of 14,091 PJe16 and is developing a large-scale CSG-to-LNG project that has a nameplate capacity of 9 million tonnes of LNG each year for export to supply the growing demand in Asia under long term supply contracts. Origin is the upstream operator of the Australia Pacific LNG project, responsible for the development of the CSG resources and the processing and transportation of gas to the LNG facility on Curtis Island and is on track to deliver first LNG in mid-2015. As the upstream operator of the Australia Pacific LNG project, together with Origin’s own existing gas operations, Origin has significant capabilities in natural gas production and has a substantial reserves position in the Asia Pacific region with 6,473 PJe of 2P reserves. As part of Origin’s strategy to be a regionally significant player in natural gas and LNG, the Company entered into several transactions during the year to strengthen its portfolio of potential gas resource developments within Australia to supply both domestic and export markets. Origin’s existing upstream business in Exploration and Production, its shareholding in Australia Pacific LNG and a significant set of exploration and development opportunities make Origin a regionally significant player in natural gas and LNG.

Growing position in renewable energy in the Asia Pacific region Origin currently holds a significant renewable position, through its wind farm at Cullerin Range in Australia and geothermal and hydro generation owned by Contact Energy in New Zealand, including the recently commissioned Te Mihi geothermal power station and through wind power purchase agreements. Contact Energy has a number of development opportunities in New Zealand including consents for up to 250 MW of geothermal generation at Tauhara. Origin also has a number of wind development opportunities, most notably Stockyard Hill in Victoria, and geothermal and hydro development opportunities in Chile and Indonesia. The timing of any development will be contingent on market conditions and the prevailing regulatory environment. Origin will continue to build on its existing renewable portfolio and seek new opportunities such as in solar technologies where market structures provide attractive and sustainable value for renewable resources.

Business Segments Origin reports its results across five operating segments which reflect Origin’s operations: 1. Energy Markets; 2. LNG; 3. Exploration and Production; 4. Contact Energy in New Zealand (through Origin’s 53.1 per cent. equity interest); and 5. Corporate.

14 Based on New Zealand’s total annual electricity generation for the year ended 30 June 2014.

15 EnergyQuest, May 2014.

16 Refer to information on reserves and resources disclosures on page i. Some of Australia Pacific LNG’s CSG reserves and resources are subject to reversionary rights to transfer back to Tri-Star a 45 per cent. interest in Australia Pacific LNG’s share of those CSG interests that were acquired from Tri-Star in 2002 if certain conditions are met.

51 Energy Markets Retail With approximately 4.3 million electricity, natural gas and LPG customer accounts in Australia as at 30 June 2014, Origin has the largest customer base across the NEM regions17. Origin estimates it has approximately 29 per cent. of the electricity and natural gas customer accounts combined in the NEM regions as of 30 June 2014. Origin has approximately 2.9 million electricity customer accounts and 1.0 million natural gas customer accounts, being approximately 31 per cent. of the electricity and 26 per cent. of the gas customer accounts across the NEM regions as at 30 June 2014. LPG sales represent approximately a further 0.4 million of its customer accounts as at 30 June 2014. Origin retail customers include residential customers, small and medium enterprises, and commercial and industrial customers. Origin complements its core retailing activities by providing a range of energy related products and services. This includes selling environmentally sustainable products, such as solar panel systems, solar hot water systems, and heating and cooling solutions, to residential customers and energy efficiency information services to commercial customers. Retail energy tariff regulation differs from state to state. In states where tariffs are regulated, there is an effective cap on the price that retailers can charge. Retailers then compete by charging rates up to the price caps set by the regulator. Victoria and South Australia are deregulated in both gas and electricity. In New South Wales electricity prices are deregulated, while deregulation of retail gas prices in New South Wales has been recommended by the Australian Energy Market Commission. In Queensland gas prices are deregulated and the Queensland government has announced its intention to remove electricity retail price regulation by July 2015. Deregulated markets allow the industry to more effectively compete on prices that appropriately reflect the costs and risks of energy retailing. Origin’s customer churn (i.e. the percentage of customers who changed energy suppliers over a year) averaged 14 per cent. and 17 per cent. during the years ended 30 June 2014 and 30 June 2013, respectively. This compares to average customer churn across the NEM regions of 20 per cent. and 23 per cent. over the same periods, respectively18. Origin’s churn rates are lower than the market average reflecting the benefit of acquiring large incumbent energy retailing businesses. The level of retail competition that Origin faces varies in each state. During the 2013 financial year, competitive conditions escalated in most of Origin’s retail markets, with high levels of discounts offered, resulting in increased levels of market churn. Competitive conditions continue to exist in Origin’s retail markets. During the 2014 financial year Origin experienced a net decrease of 3,000 electricity and natural gas customer accounts compared to a net decrease of 16,000 in the prior year. This reflects improved customer acquisition and retention capability amidst intense competition, particularly in Victoria. In recent years, average electricity usage per customer has declined across the NEM regions, reflecting continued penetration of solar PV, household energy efficiency trends and mild winter temperatures.

Acquisition of Integral Energy and Country Energy retail assets In March 2011, the state government of New South Wales completed the privatisation of a number of its energy assets. As part of this privatisation process, Origin acquired the retail assets of Integral Energy and Country Energy and entered into the Eraring GenTrader Arrangements for an aggregate A$3.259 billion purchase price, including A$134 million related to stamp duty. The acquisition of the Integral Energy and Country Energy retail assets provided Origin with an additional 1.6 million electricity customer accounts and 33,000 natural gas customer accounts at the time of the transaction. The retail asset acquisitions included customer contracts, working capital and intellectual property, including brands, but did not include the acquisition of legal entities or employees. Pursuant to a Transitional Services Agreement with each of the Integral Energy and Country Energy vendor entities (which have since been renamed Endeavour Energy and Essential Energy, respectively), those businesses provided services such as billing, collections, debtor management and customer service, including call centres. Origin is now servicing all of the acquired New South Wales customers on its billing and customer management systems.

17 Based on the number of its customer accounts as of 30 June 2014 and total market data as of 30 June 2013. Total market data as of 30 June 2014 was not yet available as of the date of this Prospectus. Gas and electricity accounts connected to the same premises are counted separately, so the number of customer accounts exceeds the number of customers.

18 Source: Origin and Australian Energy Market Operator.

52 Origin’s Position amongst NEM region gas and Energy retailing in the NEM regions electricity retailers19

QLD NSW VIC SA NEM 1. Origin 1. Origin 3. Origin 2. Origin 1. Origin

Retail Transformation Programme and NSW Integration In 2011, Origin commenced the large-scale migration of mass market customer accounts from a number of old legacy billing systems to a new SAP customer relationship management and billing system. The Retail Transformation Programme has been an essential programme to transform all aspects of the mass market retail business to improve business process efficiency and further enhance customer service. This has been achieved primarily through the implementation of one single integrated SAP billing and customer management system. The new SAP system provides scale benefits and new capabilities in channel management and products and services provided to customers including on-line self-serve functionality and e-billing. The integration process for the acquired New South Wales retail assets is complete, with the migration of Integral Energy New South Wales customers onto SAP completed in January 2013. Origin completed the migration of the remaining Integral Energy and Country Energy customers in October 2013, one year ahead of the original expected completion date of October 2014. Improved customer visibility using SAP is enabling a more focused customer retention strategy and reduces the reliance on higher cost external sales channels for customer acquisition. Penetration of Origin’s online self-serve functionality and e-billing capability has continued to increase with 28 per cent. of Origin’s customers now registered in the online systems. The new system has also enabled operational improvements with 99.8 per cent. of bills issued on time as at 30 June 2014, while call centre processes have been streamlined, leading to a 22 per cent. reduction in the number of staff required to service customers during the 2014 financial year. As a consequence of the early integration of the acquired New South Wales customers, resulting in the early conclusion of the associated Transitional Services Agreements (TSAs), Origin is estimated to have saved approximately A$100 million in TSA payments to the New South Wales Government. The operational improvements from the Retail Transformation Programme have contributed to a reduction in Origin’s cash cost of serving customers during the 2014 financial year.

Energy Markets Cost to Serve 800 Cash Cost Cost incl. TSA 700 600 500 400

A$ million 300 200 100 0 FY2013 FY2014

19 Based on the number of its customer accounts as of 30 June 2014 and total market data as of 30 June 2013. Total market data as of 30 June 2014 was not yet available as of the date of this Prospectus.

53 Generation Origin owns a diverse portfolio of generation assets across multiple fuel sources and geographical regions. Origin’s generation portfolio includes gas, distillate and coal fired power stations, cogeneration plants, a wind farm and a pumped storage hydro-electric power station. Origin has a generation portfolio totalling 6,010 MW of generation capacity. Origin has interests in 13 operating power plants in Australia as summarised below:

Generator Location Capacity Type Fuel Operation mode Ownership (MW) (per cent.) Uranquinty New South Wales 640 OCGT1 Gas Merchant generation plant 100 Darling Downs Queensland 630 CCGT2 Gas Merchant generation plant 100 Mt Stuart Queensland 414 OCGT Liquid Fuel Merchant generation plant 100 Quarantine South Australia 216 OCGT Gas Merchant generation plant 100 Ladbroke Grove South Australia 80 OCGT Gas Merchant generation plant 100 Roma Queensland 74 OCGT Gas Merchant generation plant 100 Cullerin Range New South Wales 30 Wind farm Wind Merchant generation plant 100 Eraring New South Wales 2,880 Subcritical Black Coal Merchant generation plant 100 Coal Shoalhaven Scheme New South Wales 240 Pump/Hydro n/a Merchant generation plant 100 Mortlake Victoria 550 OCGT Gas Merchant generation plant 100 Osborne South Australia 180 Cogeneration Gas Power purchase agreement 503 Worsley Western Australia 120 Cogeneration Gas Externally contracted 50 Bulwer Island Queensland 32 Cogeneration Gas Externally contracted 50 Note: 1. Open cycle gas turbine. 2. Combined cycle gas turbine. 3. While Origin owns a 50 per cent. interest in the Osborne Power Station, it has contractual rights to 100 per cent. of the generation capacity under a long term power purchase agreement. Origin classifies its owned 50 per cent. interest in that generation capacity as merchant generation capacity and a 50 per cent. interest as long term contractual rights to dispatch. Origin’s generation portfolio includes generation facilities fuelled by black coal, gas and liquid fuel (OCGT and CCGT) and wind. Origin has no brown coal fired generation facilities. Origin’s portfolio of generation facilities has an average carbon intensity broadly in line with the average carbon intensity of generation facilities in the NEM regions. Origin has 30 MW of operating wind capacity and long term off-take arrangements in place (1.5 TWh in the 2014 financial year) with a number of third party renewable energy generators to purchase both electricity and ‘‘Renewable Energy Certificates’’ which are required under current Australian regulations. When Origin acquired the retail assets of New South Wales state-owned Integral Energy and Country Energy in March 2011, it also entered into the Eraring GenTrader Arrangements and a coal supply agreement for the long term purchase of coal for the Eraring Power Station (Cobbora Coal Supply Agreement). Origin entered into these transactions for an aggregate A$3.259 billion purchase price, including A$134 million related to stamp duty. On 1 July 2013, Origin announced the acquisition of the Eraring Power Station and the Shoalhaven Scheme for a net payment of A$50 million (subject to certain adjustments). As part of the acquisition of the Eraring Power Station, Origin agreed the terms for cancellation of the Cobbora Coal Supply Agreement, including a payment to Origin of A$300 million. In a related transaction, Origin entered into a coal supply agreement with Centennial Coal for the provision of 24.5 million tonnes (six million tonnes is conditional on the development of Centennial Coal’s Newstan mine extension project) of coal over an eight year period from 1 July 2015 for use at Eraring Power Station. Peak demand, significantly reduced generation capacity, or transmission constraints can create substantial wholesale price increases for short infrequent periods of time. This creates a price risk with respect to the

54 wholesale procurement of electricity. Origin’s baseload generation provides energy to its retail portfolio while its peaking generators are typically run at times of high prices, helping to provide a natural hedge for the retail business against extreme electricity market pricing events. 35 per cent. of Origin’s generation capacity is peaking generation, strategically directed as a risk management tool for Origin’s retail business and a channel to market for Origin’s equity gas reserves. In addition to utilising its generation, Origin hedges electricity prices through various cash settled hedging arrangements with third parties to help manage the impact of wholesale electricity price volatility. These contractual arrangements include long term power purchase contracts, swaps and cap contracts with third party generators and other contractual arrangements.

Fuel Portfolio Origin’s Energy Markets segment activities include the procurement of electricity and gas, as well as the sale of these products to end customers. Electricity is purchased on the wholesale market and is on-sold to customers. Gas is sourced from Origin’s own equity interests in gas production or from third parties via long term contracts and is on-sold to customers or used for power generation. The Energy Markets segment also receives revenue from the sale of electricity on the wholesale market by Origin’s merchant generation plants. Reductions in electricity demand, together with recent investment in renewable generation, has contributed to an over-supplied wholesale electricity market resulting in sustained periods of low energy prices in the NEM regions. Origin sources gas from a combination of its owned gas fields, purchases under a long term contract from Australia Pacific LNG and purchases under long term contracts from joint venture partners and unrelated third parties. Some of this supply, including Origin’s equity gas and gas sourced from Australia Pacific LNG, is set at legacy prices that are materially lower than market prices currently observed in the market. Origin’s diverse gas supply arrangements provide flexibility which is further enhanced through a number of mechanisms including gas swaps, gas storage, gas transportation and park and loan arrangements.

Sources of Origin Energy Markets’ East Coast Contracted Gas Portfolio20 PJ/a 300 Ironbark (new equity gas)* Other purchases APLNG purchases Origin’s existing equity gas 250

200

150

100

50

0 2014 2015 2016 2017 2018 2019 2020 2021 Calendar Year * Potential development

LNG In October 2008, Origin completed a transaction with ConocoPhillips to form a 50:50 incorporated joint venture through ConocoPhillips’ subscription for equity in Australia Pacific LNG, to develop a CSG to LNG export project. State and federal government approvals have been received for the project, including approval of an Environmental Impact Statement (which considered input from over 6,000 stakeholders) and approval for up to four LNG trains and up to 10,000 wells in Queensland.

20 As at 30 June 2014

55 A FID on the first phase of the proposed two train project (FID1) was made in July 2011. On 9 August 2011 Sinopec, through its subsidiary, made a contribution of U.S.$1.8 billion in subscription for a 15 per cent. interest in Australia Pacific LNG which resulted in the dilution of Origin’s and ConocoPhillips’ interest to 42.5 per cent. each. A second subscription agreement between Australia Pacific LNG and Sinopec was signed in January 2012. The FID on the second train of the Australia Pacific LNG project was made in July 2012 (FID2). Origin’s interest in Australia Pacific LNG was diluted to 37.5 per cent. with completion of Sinopec’s increased share subscription in Australia Pacific LNG from 15 per cent. to 25 per cent. and further contribution of U.S.$2.1 billion. In 2010 Australia Pacific LNG signed a gas sales agreement with QGC Pty Limited (QGC) to sell up to 190 PJ of gas over an initial ramp up period of around two years, with commencement of the gas sales dependent on the start of commercial operations at QGC’s Queensland Curtis LNG Project. Annual volumes sold to QGC are expected to reduce to an average of 25 PJ over the remainder of the 20 year contract. In February 2013, Origin announced the results of a comprehensive schedule and cost review conducted by Australia Pacific LNG on its CSG to LNG project. The review concluded that the first LNG train is on track to be completed on schedule, with the first LNG production expected in mid-2015. The second LNG train is expected to be completed at least three months earlier than the original FID schedule, with start-up expected in late 2015. The review also resulted in an increase in underlying estimated project costs by 7 per cent. to A$24.7 billion mainly due to greater than anticipated gathering pipeline quantities, changes to CSG water management scope to align with revised government policy, cost increases for third party operated upstream tenements in which Australia Pacific LNG has an interest, and an increased allowance for project contingency. Marketing for the two train project is complete and is fully contracted, with long-term take-or-pay contracts in place for approximately 8.6 mtpa of LNG with Sinopec (S&P A+/Moody’s Aa3) and Kansai Electric (Moody’s A3). Under the supply agreements, Australia Pacific LNG will supply Sinopec with up to 7.6 mtpa of LNG, 4.3 mtpa commencing in 2015 and an additional 3.3 mtpa commencing in 2016. The agreement with Kansai Electric is for approximately 1 mtpa, commencing in 2016. Both supply agreements are for approximately 20 years and the price is based on an agreed reference to a basket of crude oil prices. In addition to the CSG to LNG project, Australia Pacific LNG currently supplies a significant portion of Queensland’s domestic gas requirements. The Australia Pacific LNG project is expected to deliver a step change in Origin’s earnings from the year ending 30 June 2016 when the project is due to deliver LNG under its existing long-term contracts. Once in LNG production, Australia Pacific LNG will be required to pay royalties on the LNG production to the Queensland government. A determination of the pricing mechanism in respect of the calculation of royalty payments has been requested from the Queensland authorities. As at the date of this Prospectus no determination has been forthcoming. Australia Pacific LNG actively engages with the community in the local areas where it operates and seeks to work collaboratively with the community to share and jointly create community value.

56 The structure of Australia Pacific LNG is illustrated below:

Origin is contracted to execute and manage Australia Pacific LNG’s upstream activities, including a reserves maturation programme, construction of gas facilities and CSG production and pipeline construction, and is reimbursed for the costs of undertaking these activities. ConocoPhillips is responsible for the project’s downstream activities, including the construction and development of the LNG plant and associated infrastructure, and is reimbursed for the costs of undertaking these activities. Bechtel is contracted under a lump sum contract and is responsible for all activity to construct the liquefaction facility on Curtis Island (engineering, procurement, construction). Australia Pacific LNG has also engaged Origin to provide CSG marketing services and corporate services, and ConocoPhillips to provide LNG marketing services.

Upstream — reserves and production Origin has overall responsibility for the operation of the upstream project. Origin has operated CSG production assets in Queensland for over 16 years, and, as at May 2014, Australia Pacific LNG supplies more than 50 per cent. of Queensland’s domestic gas requirements21. For the years ended 30 June 2014 and 30 June 2013, Australia Pacific LNG’s gas production was 123 PJ and 111 PJ, respectively. Australia Pacific LNG is the largest holder of 2P CSG reserves in Australia22. As of 30 June 2014, Australia Pacific LNG held 4,581 PJe of 1P reserves, 14,091 PJe of 2P reserves and 17,459 PJe of 3P reserves23. Origin’s share of Australia Pacific LNG’s 2P reserves as of 30 June 2014 was 5,284 PJe. Australia Pacific LNG is also the largest producer of CSG in Australia, producing approximately 45 per cent. of all CSG in Australia over the 12 months to March 201424. Each 4.5 mtpa (nameplate capacity) LNG train requires approximately 250 PJ of gas annually. Around 1,000 wells need to be drilled by Australia Pacific LNG to support requirements for two trains (Phase 1). The operated wells to be drilled for Phase 1 are expected to produce around 1,200 TJ/day25, with an additional 200 TJ/day26

21 Source: EnergyQuest EnergyQuarterly, May 2014.

22 Source: EnergyQuest EnergyQuarterly, May 2014.

23 Refer to information on reserves and resources disclosures on page i.

24 Source: EnergyQuest EnergyQuarterly, May 2014.

25 Excludes domestic gas sales and pre-LNG-start up gas sales to QGC.

26 Excludes domestic gas sales and pre-LNG-start up gas sales to QGC.

57 from non-operated assets, satisfying Australia Pacific LNG’s two-train requirements. The chart below highlights that Australia Pacific LNG’s 2P (proved plus probable) reserves are sufficient for two 4.5 mtpa LNG trains plus contracted domestic sales.

Australia Pacific LNG Reserves (100 per cent.)27 PJe 20,000

3P = 15,000 17,459

T1 10,000 2P = ~5,000 14,091 QGC GSA T2 ~640 5,000 ~5,000 Domestic Gas 1P = ~1,000 4,581 ORG Contract 0 ~1,000 Estimated Project Jun-11 Jun-12 Jun-13 Jun-14 Requirements Possible Probable Proved Ramp and Tail Gas Train 2 Train 1 QCLNG GSA Domestic Gas Origin Contract

Gas will be sourced from Australia Pacific LNG’s CSG fields in the Bowen and Surat Basins including existing operational sites at Spring Gully and Talinga, new fields operated by Australia Pacific LNG including Condabri and Combabula, and other non-operated fields in which Australia Pacific LNG has an equity interest. The map below shows Australia Pacific LNG’s reserves acreage in Queensland.

27 Refer to information on reserves and resources disclosures on page i.

58 Project status At 30 June 2014, the upstream and downstream projects were respectively 76 per cent. and 75 per cent. complete and estimated costs to complete are in line with the estimated project costs of A$24.7 billion.

Project Status Drilling & • Target: ~1,000 Phase 1 wells Completions • 821 Phase 1 wells drilled as at 30 June 2014 • Well commissioning and dewatering is on track to deliver ramp up for first LNG in mid 2015 • Current observed maximum well deliverability is considerably higher than current production levels indicate • Well production is turned down to meet market demand but operationally cycled to maintain confidence in deliverability Gathering • Large geographic work footprint • 499 diameter kilometres (846 wells equivalent) gathering lines constructed as at 30 June 2014 Gas & Water • Condabri Central Train 1 commissioned Facilities • Condabri Central Train 2, Condabri South Train 1, Orana Train 1 & Reedy Creek Train 1 mechanically complete • Condabri Water Treatment Facility in commissioning with operations expected in Q2 FY2015 • Reedy Creek Water Treatment Facility nearing mechanical completion Pipelines • 530 km main transportation line to Curtis Island completed • Wandoan Interconnect with QGC main gas transportation line complete to facilitate gas transfer between the two projects LNG Plant, Tanks & • Bechtel is responsible for all activity to construct the liquefaction facility on Terminal Curtis Island (engineering, procurement, construction) under a lump sum contract • Tank A has been hydro-tested, Tank B is scheduled to be complete by end of Q1 FY2015 • LNG jetty is nearing completion ahead of the critical path

Based on overall progress of work completed to date and the project plan to completion, the overall project is on track to accomplish the key milestones of first LNG production from Train 1 in mid-2015 and first LNG from Train 2 in late 2015.

59 Timing Milestones (year ended 30 June) ✓ Origin and ConocoPhillips form Australia Pacific LNG Incorporated JV Q2 FY2009 ✓ Environmental approvals Q3 FY2011 ✓ Sinopec — 4.3 mtpa foundation customer Q4 FY2011 ✓ FID1 announced Q1 FY2012 ✓ Kansai — 1.0 mtpa LNG off-take heads of agreement Q2 FY2012 ✓ Sinopec — 3.3 mtpa LNG off-take — marketing completed Q3 FY2012 ✓ FID2 announced Q1 FY2013 ✓ First gas and water production from Condabri Central (eastern area) Q1 FY2014 ✓ First gas and water production from Reedy Creek (western area) Q3 FY2014 ✓ Main pipelines complete Q3 FY2014 ✓ Last Train 1 Module set Q4 FY2014 First water treated at Condabri Water Treatment Facility Q2 FY2015 Last Train 2 Module Set Q2 FY2015 First water treated at Reedy Creek Water Treatment Facilities Q3 FY2015 Tank A ready for LNG Q3 FY2015 First LNG production, Train 1 mid-2015 calendar year First LNG production, Train 2 late-2015 calendar year

Exploration and Production Origin has exploration and production interests principally located in eastern and southern Australia, the Browse and Perth basins in Western Australia, the Bonaparte and Beetaloo basins in Northern Territory and in New Zealand. Origin’s main production assets in Australia are in the Otway and Bass basins off the Victorian coast, the Cooper Basin in Central Australia and the Perth Basin in Western Australia. In New Zealand, Origin’s main production assets are located in the Taranaki Basin, both offshore and onshore.

60 The following map illustrates the locations of Origin’s exploration and production interests in Australia and New Zealand:

Approximately 79 per cent. of Origin’s 2P conventional reserves are gas. This gas is used to supply domestic markets. Origin also has substantial undeveloped 3P CSG reserves outside the Australia Pacific LNG project. As at 30 June 2014, Origin held 929 PJe of conventional 2P reserves as well as 259 PJe and 869 PJe of 2P and 3P CSG reserves, respectively, as shown in the following chart (outside of the Australia Pacific LNG project, Origin does not hold any 1P CSG reserves)28.

Origin Reserves (PJe) PJe mmboe 1,000 172

800 137

600 103

400 69

200 34

- 0 Conventional Coal Seam Gas 2P Liquids 2P Gas 2P CSG 3P CSG

28 Refer to information on reserves and resources disclosures on page i.

61 The graphs below show Origin’s annual production from the year ended 30 June 2010 to the year ended 30 June 2014. Production of 96 PJe in the year ended 30 June 2014 was 17 per cent, or 14 PJe higher than the prior year. This was predominantly due to increased production at Otway, Bass and Kupe basins due to higher plant availability, increased customer demand and increased well availability.

Origin annual gas and liquids production Origin annual liquids production PJe mmboe PJe mmboe 100 17.2 24 4.1

20 3.4 80 13.7

16 2.7 60 10.3

12 2.1

40 6.9 8 1.4

20 3.4 4 0.7

0 0.0 0 0.0 FY09 FY10 FY11 FY12 FY13 FY14 FY09 FY10 FY11 FY12 FY13 FY14 Total Liquids SA Cooper & SWQ Perth Surat Bass Taranaki - Onshore Otway Kupe

Note: Origin production excluding its 37.5 per cent. share of Australia Pacific LNG’s production.

Exploration Origin’s key exploration interests are located in the Otway-Bass, Cooper, Beetaloo, Browse-Bonaparte and Surat basins in Australia and in the Canterbury Basin in New Zealand, the latter operated by its joint venture partner Anadarko Petroleum Corporation. Origin’s exploration strategy is to add gas reserves with good technical opportunities located close to existing markets. During the year ended 30 June 2014, Origin entered several transactions to strengthen its existing portfolio of potential gas resource developments within Australia and New Zealand. In July 2013, Origin acquired a 50 per cent. interest in and assumed operatorship of the WA-454-P permit and associated Breakwater prospect in the Bonaparte Basin located offshore of Western Australia. In the first half of 2014, Origin entered into a number of agreements to acquire interests in exploration permits in the Cooper-Eromanga Basin in Central Australia (up to 50 per cent. interest in one permit and up to 45 per cent. interest in a second permit), the Beetaloo Basin in the Northern Territory (35 per cent. interest in three permits) and most recently the Browse Basin transaction (refer to the description of the Browse Basin Transaction below). These transactions added to Origin’s geographically and geologically diverse portfolio of gas development opportunities which also include the Ironbark and Halladale/Blackwatch reserves and other opportunities, which cover a range of basins across Australia and New Zealand with access to domestic markets and emerging Australian LNG hubs. Origin will, in the medium term, focus its ongoing exploration and appraisal activities in Australia and New Zealand where Origin can leverage its existing capabilities and scale in seeking to monetise gas reserves through domestic and international markets. As a consequence Origin’s existing portfolio of international exploration activities will either not be renewed or will be curtailed. During the year ended 30 June 2014, exploration expenditure was A$135 million.

62 Browse Basin Transaction In August 2014 Origin acquired a 40 per cent. interest in two offshore exploration permits in Western Australia’s Browse Basin, containing prospective offshore gas fields, including the Poseidon discovery. The remaining interests in these permits are held by ConocoPhillips (40 per cent. and project operator) and PetroChina (20 per cent.). Origin paid an initial cash consideration of U.S.$600 million, with additional payments of U.S.$75 million payable upon project FID and U.S.$75 million payable on first production. A further payment of up to U.S.$50 million will be payable on first production if 2P reserves at the time of FID reach certain thresholds. Origin funded the initial cash consideration from existing committed undrawn debt facilities. Proceeds from the proposed issue of the Capital Securities will be used for general corporate purposes, including to refinance some or all of the bank debt used to fund the Browse Basin transaction. The Browse Basin transaction allows Origin to establish a strategic position in one of Australia’s largest recent offshore gas discoveries. The acquisition continues Origin’s strategy of becoming a regionally significant player in natural gas and LNG, with exposure to growing overseas demand for LNG, particularly in Asia, and natural gas domestically in Australia and New Zealand. The Browse Basin transaction expands Origin’s existing Australian and New Zealand portfolio of prospective gas resources, and complements other recent farm-ins in 2014 in South Australia’s Cooper-Eromanga Basin and the Northern Territory’s Beetaloo Basin.

Contact Energy Origin holds a 53.1 per cent. equity interest in Contact Energy, one of New Zealand’s largest integrated energy companies with a market capitalisation of approximately NZ$4.0 billion as at 25 August 2014. Contact Energy’s operations include electricity generation and wholesaling and the sale of energy to residential, commercial and industrial customers throughout New Zealand. Contact Energy currently employs 1,066 people. Contact Energy is the second largest energy retailer in New Zealand, supplying electricity, gas and LPG to approximately 568,000 commercial and residential customers. As at 30 June 2014, Contact Energy had approximately 22 per cent. of New Zealand’s total retail electricity market by number of customer accounts (according to Electricity Authority New Zealand), and approximately 23 per cent. of New Zealand’s natural gas market by number of customer accounts (according to Gas Registry New Zealand). As at 30 June 2014, Contact Energy had approximately 43 per cent. of New Zealand’s LPG market by volume (according to the LPG Association on New Zealand). Contact Energy owns and operates a diverse electricity generation portfolio of 12 power stations, comprising 2,359 megawatts of generation capacity and generates approximately a quarter of New Zealand’s electricity. During the 2014 financial year, 44 per cent. of Contact Energy’s generation was from hydro, 25 per cent. from geothermal, 31 per cent. from natural gas and 0.01 per cent. from diesel. Contact Energy’s strategy is focused on developing, owning and operating lower cost baseload and flexible energy supplies to cost effectively meet the requirements of its customers and the market. The commissioning of the Te Mihi geothermal power station in May 2014 represents the completion of the current investment programme to reduce the cost, and increase the diversity and flexibility, of Contact Energy’s generation portfolio. Completion of the Te Mihi geothermal power station will increase Contact Energy’s proportion of low cost fuel in its generation mix, resulting in improved margins. Lower future natural gas take- or-pay constraints and New Zealand’s only gas storage facility allow Contact to run thermal generation when margins over fuel cost are positive.

63 Contact’s Renewable and Thermal Generation (based on TWh of generation) 100%

80%

60%

40%

20%

0% FY2011 FY2012 FY2013 FY2014 FY2015 estimate Geothermal Hydro Thermal

Contact Energy has invested over NZ$2 billion in the past six years to lead the transition away from baseload gas to renewable geothermal generation as domestic gas prices have increased. Flexible thermal generation and fuel supply support the variability in hydro and wind generation. Contact Energy is well positioned to provide this flexibility through its thermal power stations and the Ahuroa gas storage facility. Contact Energy is focusing on operational efficiencies and a move towards lower cost ways of acquiring customers to maintain and improve margins. This objective will be supported by the completion of a new SAP customer management and billing system which will provide Contact Energy with new capabilities to offer products and solutions that meet customer needs.

64 Details of Contact Energy’s operations in New Zealand are illustrated below:

Corporate The Corporate segment reports corporate activities and costs that are not allocated to other operating segments, and business development activities outside of Origin’s existing operations. Corporate costs relate to Origin’s corporate office costs including executive management, finance, strategy, legal, business development and company secretarial costs. All net financing costs and tax are recorded in the Corporate segment except costs specifically associated with Australia Pacific LNG and Contact Energy, which are recorded in those segments. Business development activities principally include Origin’s overseas generation development opportunities such as geothermal opportunities in Chile and Indonesia and hydro opportunities in Chile. Origin holds a 40 per cent. equity interest in Energía Andina, a Chilean geothermal exploration company. Energía Andina has a portfolio of geothermal exploration projects in the Northern and Central regions Chile. Origin holds a 47.5 per cent. effective interest in the Sorik Marapi geothermal concession in Northern Sumatra, Indonesia, which is undertaking exploration and planning for initial exploration drilling. Origin holds a 34 per cent. interest in Energía Austral of Chile which is planning a 1,000 MW hydro project, and associated transmission line, in Chile’s Aysén Region.

65 Financing Considerations Borrowing structure Below is a simplified Origin corporate structure diagram that shows where the Capital Securities will be issued within Origin’s corporate structure relative to other financing arrangements.

Perpetual Preference Share Covenants

• Subordinated Guarantee Origin Energy Limited Multi currency bank loans A$900m • US$ senior notes (Reg D) subordinated notes (Guarantor) (Senior unsecured) (Subordinated)

37.5%

Origin Energy Finance Australia Pacific LNG Various Origin Origin Energy VIC Limited (the Issuer) Pty Limited Subsidiary Companies Holdingygs Pty Ltd AUS

NZ Origin Energy Origin Energy Origin Energy New Uranquinty Power Pty Resources (Kupe) Zealand Ltd Limited Limited

• US$ senior notes US$8. 5 billion Project Multi Currency Origin Energy Finance (144A & Reg D) Finance A$258 million Bank Loans Contact No. 2 Limited • € senior notes (Origin guarantees its Project Finance (Senior unsecured) (EMTN & 144A) 37.5% share during (Non-recourse to Origin) (Senior unsecured) construction)

• €500m capital securities NZ$200 million due 2071 Perpetual • Proposed Capital Preference Shares Securities (Subordinated) (Subordinated)

Together with the proposed issue of the Capital Securities, the Group’s existing hybrid capital securities (including the €500 million capital securities due in 2071 (2071 Capital Securities) and the A$900 million subordinated notes due in 2071 (2071 Subordinated Notes)) are an important part of its capital structure and support Origin’s credit ratings from S&P and Moody’s. Origin has confirmed that it will not exercise its right to redeem the 2071 Capital Securities and 2071 Subordinated Notes as a result of S&P’s change in equity content, which it announced on 2 April 2013, and has executed deeds poll to this effect in favour of the holders of the 2071 Capital Securities and the 2071 Subordinated Notes. However, Origin reserves its rights to redeem or purchase the 2071 Capital Securities and 2071 Subordinated Notes pursuant to the terms and conditions of those securities, other than such rights directly resulting from the occurrence of the change in equity content announced by S&P on 2 April 2013.

Dividend Policy and Dividend Reinvestment Plan Origin has paid a dividend every year since demerging in 2000. After the formation of the Australia Pacific LNG joint venture with ConocoPhillips in October 2008, Origin re-based annual dividends to a minimum of 50 cents per share or a payout ratio of at least 60 per cent. of Underlying EPS. Origin typically pays interim dividends in March or April and final dividends in September or October each year. For the years ended 30 June 2014 and 30 June 2013 Origin declared total dividends of A$552 million and A$549 million, respectively.

66 Origin’s Dividend History FY2009 — FY2014 60 December Half June Half 50

40 25 25 25 25 25 25

30 cents per share 20

25 25 25 25 25 25 10

0 FY2009 FY2010 FY2011 FY2012 FY2013 FY2014

Origin operates a dividend reinvestment plan that provides shareholders of Origin with the option of reinvesting all or part of their dividends in additional ordinary shares in Origin listed on the ASX. The dividend reinvestment plan is used as a funding tool, supplementing other capital management tools to meet Origin’s ongoing funding requirements. Under the plan, shareholders who receive dividends are entitled to reinvest all or part of their dividends for shares. The dividend reinvestment plan provides the Board with discretion as to the calculation of the applicable market price and any discount. In the dividend paid on 4 April 2014 and declared on 20 February 2014, the market price used to calculate the reinvestment price was the arithmetic average of the daily volume weighted average market price of all of the Guarantor’s shares sold on the ASX during a 10 trading day period and no discount was then applied to calculate the dividend reinvestment plan issue price. There was a 13 per cent. take up of the dividend reinvestment plan for this dividend, raising A$35.3 million.

Debt and Hybrid Portfolio An overview of Origin’s existing debt facilities (excluding Contact Energy) as at 30 June 2014 is set out below:

Debt / Hybrid Facility Size (Millions) First Call Date / Maturity A$ Bank debt facilities 5,829 Aug-17 to Aug-18 Bank guarantee facilities 535 Aug-17 to Nov-17 Uranquinty project finance facility 258 Feb-17 2071 Subordinated Notes (subordinated) 900 Dec-16 / Dec-71 Total A$ 7,522 U.S.$ Bank debt facilities 225 Aug-17 to Aug-18 Bank guarantee facilities 600 Nov-14 Senior notes (Rule 144A) 1,300 Oct-18 to Oct-21 Senior notes (Reg D) 325 Mar-15 to Dec-23 Total U.S.$ 2,450 Euro Senior notes (EMTN / Rule 144A) 2,200 Oct-19 to Apr-23 2071 Capital Securities (subordinated) 500 Jun-18 / Jun-71 Total Euro 2,700 NZ$ Senior notes (Reg D) 246 Jun-17 to Jun-20 Perpetual Preference Shares 200 Perpetual Total NZ$ 446

67 Recent bank loan financing and capital market facilities In August 2013, Origin entered into New Bank Loan Financing totalling A$7.4 billion to refinance all of its existing unsecured bank facilities, with final maturity dates in August 2017 and August 2018. These facilities were increased by approximately A$1.2 billion following general syndication. Origin’s previous standard banking terms, which date back to 2004, were replaced with new terms which reflect the current scope, size and maturity of the business. These facilities provide financing flexibility for the longer term and further extend Origin’s debt maturity profile. Drawings under the New Bank Loan Financing facilities were used to repay all amounts outstanding under Origin’s prior existing unsecured bank facilities, and all available cash and guarantee limits on its prior existing unsecured bank facilities were cancelled. In October 2013, the Issuer raised U.S.$800 million and €800 million through the issuance of guaranteed senior notes with five and eight year maturities. Origin used a portion of the net proceeds from the issue of these notes to repay drawn amounts and cancel A$2.0 billion of undrawn amounts under the New Bank Loan Financing, to fund its contribution to Australia Pacific LNG and for general corporate purposes.

Debt Maturity Profile The chart below sets out additional details on the maturity profile on Origin’s drawn and undrawn committed facilities as at 30 June 2014, excluding Contact Energy and its consolidated subsidiaries.

Origin Debt & Bank Guarantee Maturity Profile as at 30 June 201429 4,500 Loans & Bank Guarantees - Undrawn 4,000 Loans & Bank Guarantees - Drawn Capital Markets Debt & Hybrids 3,500

3,000

2,500

2,000 A$ million 1,500

1,000

500

0 FY2021 FY2015 FY2016 FY2017 FY2018 FY2022 FY2024 FY2019 FY2023 FY2020 FY2025+

Credit Ratings and Available Liquidity Origin currently has a long term credit rating of Baa2 (stable outlook) from Moody’s and BBB (negative outlook) from S&P. Origin has held a credit rating of BBB or higher from S&P since obtaining the rating in 2001, and a credit rating of Baa2 or higher from Moody’s since obtaining the rating in 2009. Origin seeks to maintain a diversified debt portfolio that enables it to access a range of debt markets as required. Origin’s investment grade credit ratings offer it access to a variety of domestic and international debt markets. Origin has financed its operations, developments and acquisitions primarily through operating cash flow, borrowings from banks and capital markets and proceeds from equity and hybrid capital issuances. Origin’s largest funding commitment over the short to medium term is the funding requirement for its 37.5 per cent. shareholding in Australia Pacific LNG. The liquidity position of Australia Pacific LNG was significantly enhanced by securing U.S.$8.5 billion in project finance from a syndicate of domestic and international commercial banks and export credit agencies in May 2012. Origin’s remaining funding requirement for its 37.5 per cent. share of Australia Pacific LNG will be met from Origin’s free cash flow, from existing liquidity and from any future borrowings.

29 Undrawn facility maturing in FY15 represents a bank guarantee associated with the Browse Basin transaction. Following completion of the Browse Basin transaction the guarantee was cancelled and the transaction funded by drawn bank debt, which will be refinanced by the proposed issue of Capital Securities.

68 With average annual distributable cash flow from two LNG trains expected to be around U.S.$1 billion from the 2017 financial year30, this step change in earnings and cash flow will allow Origin to increase distributions to shareholders, maintain an investment grade credit rating and reinvest in growing businesses at returns exceeding cost of capital. Excluding bank guarantee facilities and Contact Energy and its consolidated subsidiaries, as of 30 June 2014, Origin had cash and cash equivalents of A$217 million, adjusted net debt (interest bearing liabilities, adjusted to exclude fair value adjustments, less cash and cash equivalents) of A$7,832 million and A$5.1 billion of existing liquidity comprising committed undrawn debt facilities and cash.

Capital Expenditure The chart below shows actual growth capital expenditure for the years ended 30 June 2012, 30 June 2013 and 30 June 2014. These amounts include the costs associated with the development of the Australia Pacific LNG project. Growth capital expenditure, excluding Origin’s contributions to Australia Pacific LNG via both loan repayments and the issue of mandatorily redeemable cumulative preference shares, has declined from A$1,561 million in the year ended 30 June 2012 to A$699 million in the year ended 30 June 2014.

Origin Growth Capital Expenditure

4,000 3,500 3,000 2,500 2,000

A$ million 1,500 1,000 500 0 FY2012 FY2013 FY2014 Energy Markets Contact E&P Corporate APLNG

30 Distributable cash flow after Australia Pacific LNG revenues, operational expenditure, ongoing capital expenditure, project finance interest and repayments, and taxation. Based on current market conditions.

69 SUMMARY FINANCIAL INFORMATION OF THE ISSUER The tables below set out the Issuer’s Summary Statement of Comprehensive Income, Statement of Financial Position and Statement of Cash Flows for the financial year ended 30 June 2013 and the financial year ended 30 June 2014. The Issuer’s full audited financial statements for these periods are incorporated by reference into this Prospectus. Statement of Comprehensive Income

Statement of Comprehensive Income (A$ million) 12 months ended 30-Jun-13 30-Jun-14 Revenue Interest income 117.4 248.0 Other income 0.9 - Expenses Interest expense (103.2) (203.1) Profit Before Income Tax 15.1 44.9 Income tax (4.5) (13.5) Profit 10.6 31.4 Other comprehensive income - - Total Comprehensive Income 10.6 31.4

Statement of Financial Position

Statement of Financial Position (A$ million) As at 30-Jun-13 30-Jun-14 Current assets 30.2 80.9 Non-current assets 3,211.0 5,465.5 Total assets 3,241.2 5,546.4 Current liabilities 35.9 80.9 Non-current liabilities 3,193.3 5,422.1 Total Liabilities 3,229.3 5,503.1 Total Equity / Net Assets 11.9 43.3

The Issuer’s indebtedness consists of capital markets debt. Statement of Cash Flows

Statement of Cash Flows (A$ million) 12 months ended 30-Jun-13 30-Jun-14 Cash flows from operating activities Interest received 78.1 146.8 Interest paid (78.1) (146.8) Net cash from operating activities - - Net cash from investing activities - - Cash flows from financing activities Proceeds from borrowings 1,771.8 2,153.1 Loan to parent entity (1,771.8) (2,153.1) Net cash from financing activities - - Net increase/(decrease) in cash and cash equivalents - - Cash and cash equivalents at the beginning of the period - - Effect of exchange rate changes on cash - - Cash and cash equivalents at the end of the period - -

The Issuer does not prepare interim Financial Statements. Financial statements for the Issuer are prepared for the full financial years ending 30 June.

70 SUMMARY FINANCIAL INFORMATION OF THE GUARANTOR

Income Statement

Income Statement (A$ million) 12 months ended 30-Jun-13 30-Jun-14 Revenue 14,747 14,518 Underlying EBITDA 2,181 2,139 Underlying depreciation and amortisation expense (695) (732) Underlying share of interest, tax, depreciation and amortisation of equity accounted investees (48) (54) Underlying EBIT 1,438 1,353 Underlying net financing costs (255) (192) Underlying income tax expense (339) (342) Underlying Profit for the period 844 819 Underlying Profit attributable to non-controlling interests (84) (106) Underlying Profit attributable to members of the parent entity 760 713 Impact of items excluded from underlying profit (382) (183) Statutory Profit attributable to members of the parent entity 378 530

Reconciliation of Statutory Profit to Underlying Profit Statutory Profit attributable to members of the parent entity for the 2014 financial year was A$530 million compared to A$378 million in the prior year. Underlying Profit attributable to members of the parent entity was A$713 million for the 2014 financial year compared to A$760 million for the prior year. Statutory Profit represents the net profit after tax and non-controlling interests calculated in accordance with all relevant accounting standards, as disclosed in the Income Statement of the Origin Consolidated Financial Statements. Statutory Profit contains the impact of a number of items that, when excluded, provide a different perspective on the financial and operating performance of the Origin business, consistent with the manner in which the Managing Director reviews the business. Underlying Profit excludes these items and is used internally by the Managing Director to assess the performance of Origin’s business.

Items excluded in measuring Underlying Profit in the 2014 financial year amounted to a cost of A$183 million, compared with an overall cost of A$382 million in the 2013 financial year, as set out in the following table.

Statutory Profit to Underlying Profit (A$ million) 12 months ended 30-Jun-13 30-Jun-14 Statutory Profit attributable to members of the parent entity 378 530 LNG related items (262) (192) Decrease in fair value of financial instruments (243) (196) Asset disposals, dilutions and impairments 352 157 Other (229) 48 Less total excluded items (382) (183) Underlying Profit attributable to members of the parent entity 760 713

Given that the underlying measures reflect the manner in which the financial results are reviewed internally by the Managing Director, underlying financial measures are presented in the remainder of this Prospectus unless otherwise identified.

71 Historical underlying EBITDA by segment The tables below set out Origin’s consolidated Underlying EBITDA by segment, Statement of Financial Position and Statement of Cash Flows for the financial year ended 30 June 2013 and the financial year ended 30 June 2014. The Guarantor’s full audited financial statements for these periods can be found in the Group Financial Statements incorporated by reference into this Prospectus.

Underlying EBITDA by Segment (A$ million) 12 months ended 30-Jun-13 30-Jun-14 Energy Markets 1,333 1,053 Exploration & Production 395 487 LNG 60 83 Contact Energy 435 533 Corporate (42) (17) Total Underlying EBITDA 2,181 2,139 Underlying EBITDA growth (compared to prior year) -3 per cent. -2 per cent. Underlying EBITDA Margin 15 per cent. 15 per cent.

Statement of Financial Position

Statement of Financial Position (A$ million) As at 30-Jun-13 30-Jun-14 Current assets 3,968 3,596 Non-current assets 25,621 27,543 Total assets 29,589 31,139 Current liabilities 5,478 3,709 Non-current liabilities 9,317 12,301 Total Liabilities 14,795 16,010 Total Equity / Net Assets 14,794 15,129

The Guarantor’s indebtedness consists of bank loans and capital markets debt.

Statement of Cash Flows

Statement of Cash Flows (A$ million) 12 months ended 30-Jun-13 30-Jun-14 Net cash from operating activities 1,642 2,227 Net cash used in investing activities (1,515) (3,314) Net cash from / (used in) financing activities (188) 1,002 Net decrease in cash and cash equivalents (61) (85) Cash and cash equivalents at the beginning of the period 358 308 Effect of exchange rate changes on cash 11 5 Cash and cash equivalents at the end of the period 308 228

72 Underlying EBITDA and Free Cash Flow The following charts show Origin’s Underlying EBITDA and Free Cash Flow for the financial years ended 30 June 2010 to 30 June 2014 inclusive.

Underlying EBITDA Free Cash Flow

2,500 1,800

1,500 2,000

1,200 1,500 900 1,000 $ million$ $ million 600

500 300

0 0 2010 2011 2012 2013 2014 2010 2011 2012 2013 2014

The Guarantor prepares financial statements on a semi-annual basis.

73 RECENT DEVELOPMENTS AND PROSPECTS

During the 2014 financial year, Origin observed improving trends in a number of areas offset by lower electricity volumes in the Energy Markets business: • The Energy Markets business experienced lower electricity volumes driven by energy efficiency trends, extremely warm winter temperatures, continued solar photovoltaic penetration and customer losses compared to the prior year; • Notwithstanding the lower electricity volumes, Energy Markets has seen a strong improvement in cash flows from operational improvements including reduced late bill levels, improved bill collection performance, shorter billing cycles and cost rationalisation benefits from reduced headcount, following completion of the Retail Transformation Programme; • The transition of customers onto the new SAP system was completed, with improved customer visibility enabling a more focused customer retention strategy and reducing the reliance on higher cost external sales channels for customer acquisition; • Origin’s electricity and natural gas customer accounts were down marginally by 3,000 accounts, compared to a net decrease of 16,000 customers in the prior year, reflecting improved customer acquisition and retention activity. This net position includes a reduction of 41,000 electricity accounts and an increase of 38,000 natural gas accounts; • Competitive conditions continue to exist in Origin’s retail markets although there are some signs that the intense discounting seen in New South Wales is moderating and the Victorian market continues to be intensely competitive; • In April 2014, the New South Wales Government announced its decision to deregulate electricity prices from 1 July 2014. Deregulation of energy prices allows the industry to more effectively compete on prices that reflect the costs and risks of energy retailing; • The Australia Pacific LNG project continued to make good progress on the delivery of the CSG to LNG project and is 76 per cent. complete on the upstream and 75 per cent. complete on the downstream parts of the project; • Following investment in Origin’s upstream assets in the 2013 financial year, Origin has seen increased production and higher plant availability; • Origin secured a new gas supply contract from ESSO / BHP of up to 432 PJ of gas over nine years from 2014, which together with additional gas transportation arrangements will continue to strengthen Origin’s competitive advantage in natural gas; and • Origin entered into a number transactions to expand its Australian gas position, including the Browse Basin transaction, which allows Origin to establish a strategic position in one of Australia’s largest recent offshore gas discoveries and three farm-in transactions in the Bonaparte, Cooper-Eromanga and Beetaloo basins. The 2015 and 2016 financial years are transitional years for Origin with the commencement of LNG production in Queensland, and in particular by Australia Pacific LNG in mid 2015 after a seven-year development period. The LNG project will deliver a step change in Origin’s earnings and cash flow from the 2016 financial year when the project begins to deliver LNG under its existing long-term contracts. Production from both trains at planned capacity is expected to occur before the end of the 2016 financial year. Over the same period, Origin’s energy markets businesses are maturing and operating in a consolidated, lower growth and more competitive environment. Investment in growth to retain market share, new generation and retail systems is complete. In view of these changing developments, Origin’s priorities are changing. Origin’s key priorities are to: • Improve returns in the energy markets businesses; • Deliver growth in the natural gas and LNG businesses; • Grow capabilities and increase investment in renewables; and • Increase distributions to shareholders, manage capital allocation and funding. The removal of remaining retail price regulation is expected to enable the industry to more effectively compete on prices that appropriately reflect the costs and risks of energy retailing. However, the effects of discounts offered in the 2014 financial year will continue to constrain margins into the 2015 financial year.

74 The current trend of declining average consumption of Mass Market customers in electricity markets both in Australia and overseas is expected to persist in the near term driven by increased energy efficiency, and uptake of solar energy and consumer reaction to increased electricity prices. However, Origin’s gas margins continue to expand, evidencing the benefit of the Company’s gas supply portfolio. Origin is capturing the benefit of rising gas prices through increasing penetration of Mass Market gas customers, particularly in NSW, and realising significant value through gas sales agreements signed with other LNG projects in Queensland at oil-linked prices. Investment in growth to retain market share, new generation and retail systems is complete in the Energy Markets segment and in Contact Energy. As a result, the capital invested in the energy markets businesses will be constrained in future periods. Completion of Te Mihi geothermal power station in New Zealand will increase Contact’s proportion of low cost fuel in its generation mix, resulting in improved margins. Origin expects an increased contribution from the Energy Markets business in Australia in the 2015 and 2016 financial years, particularly reflecting improved margins in natural gas in the 2015 financial year, and improved contributions from electricity in the 2016 financial year, as competitive conditions in the wholesale market moderate. Contact Energy continues to target greater operational efficiencies and managing cash flow to improve returns to shareholders. It will take time to fully realise the benefits of the new systems and processes from retail transformation and provide a positive contribution to profits above the increase in interest and depreciation costs. The 2015 financial year will include a full year of Te Mihi generation, without the prior year contribution from the delay compensation, together with a full year of associated depreciation and interest cost. The Exploration and Production business is expected to continue to benefit from the improved reliability of its existing assets in the 2015 financial year. However, production and earnings levels are expected to be lower than the 2014 financial year due to a number of planned shutdowns. As a result, Origin is expecting a lower contribution from its Exploration and Production segment in the 2015 financial year, with increased contributions from new investments in sustaining production in the 2016 financial year and beyond. The focus in the short to medium term will be on infield and near field development from existing upstream assets such as Yolla 5 and 6 wells in the Bass Basin, Halladale/Black Watch in the Otway Basin and other near field exploration activities. In the Otway Basin, preparations for drilling Geographe 3 are progressing. Origin controls a significant portfolio of renewable generation including geothermal and hydro generation in New Zealand through its 53.1 per cent. stake in Contact Energy and wind assets in Australia. Origin is focused on leveraging this renewable base, growing its capabilities and increasing its investment in renewable energy, with a focus on market-driven solar, geothermal and hydro opportunities. As prior project investments are completed, Origin’s growth capital expenditure in the existing businesses excluding Australia Pacific LNG reduced to A$699 million in the year ended 30 June 2014, and is likely to be only slightly higher in the 2015 financial year31. With average annual distributable cash flow from two LNG trains expected to be around U.S.$1 billion from the 2017 financial year32, this step change in earnings and cash flow will allow Origin to increase distributions to shareholders, maintain an investment grade credit rating and reinvest in growing businesses at returns exceeding cost of capital. Dividends are expected to increase from the 2016 financial year in line with Origin’s targeted payout ratio of at least 60 per cent of Underlying EPS.

31 Excluding the recently announced acquisition of the interests in the Browse Basin exploration permits.

32 Distributable cash flow after Australia Pacific LNG revenues, operational expenditure, ongoing capital expenditure, project finance interest and repayments, and taxation. Based on current market conditions.

75 INDUSTRY OVERVIEW

Australian Energy Industry The Australian energy industry is one of the most competitive energy industries in the world with five key segments in the energy supply chain: (i) fuel supply including coal, oil, diesel, natural gas (including LPG) and renewables; (ii) electricity generation; (iii) energy transmission (high pressure gas pipelines/high voltage electricity lines); (iv) energy distribution (local gas and electricity networks); and (v) energy retailing. The chart and table below provide a summary description of this industry structure:

Australian domestic energy value chain

Gas Coal Transmission Distribution Retail Diesel Generation Fuel Supply Renewables

Fuel supply Generation Transmission Distribution Retail Overview of - Fuel supply supports - Power plants generate - Electricity transmission - Low voltage electricity is - Residential, Small segment generation and, in the electricity for sale networks and gas distributed via a network Medium Enterprises case of gas, also directly pipelines facilitate of poles and wires to commercial and supplies retailers selling transportation to customer sites, gas is industrial customers buy gas to end customers population centres distributed via a network electricity and natural gas of pipes and cylinders (including LPG) from retailers Key channels - Gas supply directly to - Supplies electricity to the - High voltage lines for - Poles and wires for to market retailers (through NEM electricity and electricity and network of transmission and transmission pipelines for pipelines for gas distribution channels) natural gas - Coal and gas supply to generators - Renewables to market via generators Key drivers - Overall energy supply - Overall electricity market - Regulated returns and - Regulated returns - Overall level of energy and demand supply and demand long-term supply contract demand - Extraction costs - Fuel cost terms - Underlying energy cost - Short Run Marginal Cost - Generally natural - Competition between and Long Run Marginal monopoly assets retailers Cost - Tariffs in some states subject to price caps Level of Competitive Light/competitive High High Light/competitive economic regulation Origin ✓✓xx✓ participation

The segments have different competitive and economic characteristics: (i) transmission and distribution assets are regulated assets, with returns constrained through economic regulation due to their monopoly characteristics; and (ii) the balance of segments (which are the energy retailing, electricity generation and oil and gas exploration and production activities on which Origin is focused) are competitive and relatively unregulated in terms of pricing, although energy retail price caps are currently regulated in some states.

76 Energy Retailing Origin’s Energy Markets business operates in Australia’s largest electricity market, the NEM. The NEM covers the east coast of Australia where approximately 88 per cent.33 of the Australian population is located, including New South Wales, Victoria, Queensland, South Australia, Tasmania and the Australian Capital Territory. The Northern Territory and Western Australia are not connected to the NEM, and Origin does not have any material activities in the retail energy markets in either of those areas. The map below highlights the states that comprise the NEM and Origin’s ranking by customer accounts in the states in which it operates.

Energy retailing in the NEM regions Origin’s position among NEM region natural gas and electricity retailers(1)

QLD NSW VIC SA NEM

1. Origin 1. Origin 3. Origin 2. Origin 1. Origin

Note:

(1) Origin estimates based on the number of its customer accounts as of 30 June 2014 and total market data as of 30 June 2013. In the competitive energy retail segment of the NEM regions, energy retailers on-sell energy to end users. Electricity retailers purchase electricity from the wholesale energy market based on their end-use customer demand. Gas retailers purchase gas predominantly based on bilateral arrangements with producers, linked with major users and retailers through pipeline hubs, and wholesale gas market hubs. Both electricity and natural gas retailers then enter into supply agreements with customers, primarily at a fixed unit price (which is impacted by price regulation in some states). As at 30 June 2013 there were 9.4 million electricity customers and 3.9 million natural gas customers in the NEM. Generally, customers can choose their retailer and, as a result, there is competition between retailers to win and retain customers. This competition is reflected in customer churn, being the proportion of mass market customers switching retailers over a given period. Discounts offered in the market have increased in recent years, resulting in increased churn and increased numbers of customers on discounted contracts in the year ended 30 June 2013. In the year ended 30 June 2014, market churn moderated in most states, with average customer churn declining from 23 per cent. in the year ended 30 June 2013 to 20 per cent. in the year ended 30 June 2014. Despite declining churn, competitive conditions continue to exist, with price discounting continuing across most of the NEM regions during the year ended 30 June 2014.

33 Source: Australian Bureau of Statistics as of 31 December 2013.

77 Electricity and Natural Gas Churn Rates34 40% Origin, FY2013 Origin, FY2014 35% Market, FY2013 Market, FY2014 30% 25% 20%

% Churn 15% 10% 5% 0% Vic Qld SA NSW NEM

In recent years, average electricity usage per customer has declined across the NEM regions, reflecting continued penetration of solar PV, household energy efficiency trends, increasing consumer response to recent growth in electricity prices, and milder winter temperatures.

Regulation and retail tariffs In the NEM, tariff regulation differs from state to state and the timing of retail price deregulation is summarised in the table below.

VIC NSW QLD SA Natural Gas 1 January 2009 Recommended by AEMC35 1 July 2007 1 February 2013 Electricity 1 January 2009 1 July 2014 1 July 201536 1 February 2013

In states where retail tariff regulation remains, there is an effective cap on the price that retailers can charge. Retailers compete by charging rates up to these price caps. The Victorian retail energy market was privatised in the mid-1990s with retail price regulation being removed from 2009. The South Australian retail energy market is also privatised. Retail natural gas and electricity prices in the South Australian market were deregulated from 1 February 2013. The New South Wales retail energy market is privatised. Electricity price regulation was removed from 1 July 2014 and deregulation of retail natural gas prices in New South Wales has been recommended by the Australian Energy Market Commission, but price regulation remains in place. In Queensland the retail energy market is partially privatised. Gas prices are deregulated, while the independent economic regulator determines a maximum price for a regulated electricity tariff customer. In June 2013, the Queensland government announced its intention to remove electricity retail price regulation by July 2015. Price deregulation allows the industry to more effectively compete on prices that appropriately reflect the costs and risks of energy retailing.

Generation The NEM is a wholesale market that enables the sale of electricity by generators and the purchase of electricity by retailers in a competitive market setting. During the year ended 30 June 2014, total generation within the NEM was approximately 194 terawatt hours (TWh) supplying approximately 9.4 million end users37. The NEM operates as a “gross pool”, where electricity output from all generators is aggregated. Supply and demand are matched in real time through a centrally coordinated dispatch process that is overseen by AEMO, which facilitates the exchange between electricity generators and electricity retailers through a spot market.

34 Australian Energy Market Operator

35 Australian Energy Market Commission.

36 In June 2013, the Queensland Government announced its intention to remove electricity retail price regulation by July 2015, subject to consumer protection and engagement in the market being judged to be adequate.

37 Based on total market customer data as of 30 June 2013.

78 The NEM is an “energy only” market, with the generators only paid by the market operator for the energy they produce, with no separate payments (such as capacity payments) to generators. Prices fluctuate with changes to demand and/or supply, and tend to increase during peak periods or as a result of extreme temperatures resulting in increased demand. Price volatility can also occur due to generation capacity shortages or transmission constraints which affect the supply of electricity in the NEM. The NEM operates by way of a single electricity price in each of the NEM regions, however is interconnected, allowing electricity in one NEM region to be exported into other neighbouring NEM regions. Participants in the spot market can hedge their exposures with other market participants or through acquiring futures contracts on the ASX electricity futures market. The following chart shows the NEM scheduled generation capacity as at August 2014:

NEM Market Share of Scheduled Generation Capacity (Dispatch controlled)38

AGL

Origin

EnergyAustralia

CS Energy

Snowy

Stanwell

IP GDF

TasHydro

2% 4% 6% 8% 10% 12% 14% 16% 18% 20% 22% 24%

There currently exists an oversupply of generation capacity in the NEM regions. The current installed capacity in the NEM is approximately 50 GW39. AEMO assesses the adequacy of existing and committed electricity supplies to meet projected consumption across the NEM by identifying Low Reserve Capacity (LRC) points. These indicate when additional investment in generation or demand-side response may be required to maintain electricity supply reliability within the NEM reliability standard. More than 7.5 GW would need to be removed from the market to affect supply adequacy in the 2015 financial year40. There are a number of factors which have moderated electricity grid demand in recent years, including lower demand growth in industrial sectors due to a decline in manufacturing demand and the closure of the Kurri Kurri aluminium smelter. Reduced global resource demand and a high Australian dollar in recent years has also contributed to a dampening of Australian industry and therefore of annual market energy growth. Furthermore, increases in rooftop solar PV systems, energy efficiency savings from new building regulations, and an increasing consumer response to recent growth in electricity prices has dampened electricity demand. Increased solar PV installation rates have also contributed to reduced maximum demand in all summer-peaking regions. AEMO expects future electricity demand to broadly increase in coming years, although consumption per capita is expected to decline41.

38 Source: Origin and AEMO. AEMO data as at May 2014, updated for AGL’s acquisition of Macquarie Generation.

39 AEMO Electricity Statement of Opportunities, August 2014, including scheduled, semi-scheduled and non-scheduled installed capacity.

40 AEMO Electricity Statement of Opportunities, August 2014.

41. AEMO National Electricity Forecasting Report, June 2014.

79 NEM Electricity Demand Projections (Grid Demand)

250,000

200,000

150,000

100,000 Forecast - High Forecast - Medium Forecast - Low Actual 50,000 Annual energyconsumption (GWh) 0

2005-06 2007-08 2009-10 2011-12 2013-14 2015-16 2017-18 2019-20 2021-22 2023-24 (estimate) Source: AEMO National Energy Forecasting Report 2014

In Australia, wholesale electricity prices are currently suppressed by the generation over supply, driving generators into retail markets to improve their electricity sales margins and intensifying competition. One factor expected to boost demand and alleviate the generation over supply is the commissioning of three large LNG projects in Queensland (one of which is Australia Pacific LNG) from the 2015 financial year, through additional electricity load and redirection of gas from power generation to LNG production, together around 15 TWh42. Black coal utilisation is expected to increase to meet this requirement, equivalent to around 6.8 mtpa43. AEMO’s projections44 assume over 3,000 MW of existing capacity should be retired or be placed into dry storage by 2017, with around 1,500 MW already announced. Around 1,600 MW of capacity has already been placed in dry storage between 2010 and 2012.

NEM Net Supply & Demand Position45

16,000

14,000

12,000

10,000

8,000

6,000

4,000

Net Supply & Demand Position (MWs) 2,000

0

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

In Australia, coal currently dominates the electricity generation fuel mix, with black and brown coal fired generation facilities accounting for approximately 55 per cent. of installed generation capacity and supplying approximately 75 per cent. of total energy output in the NEM for the year ended 30 June 2013. Coal fired

42 AEMO 2013 Gas Statement of Opportunities and 2014 National Energy Forecasting Report.

43 Assuming average heat rate of Queensland and New South Wales coal-fired generation plants of 10.0 GJ/MWh and average specific energy of Queensland and New South Wales black coal of 22.2 GJ/tonne

44 AEMO 2013 National Transmission Network Development Plan.

45 AEMO National Electricity Forecasting Report, June 2014, 2014 Electricity Statement of Opportunities, 2013 National Transmission Network Development Plan and Origin modelling. Renewable contribution derated to 10 per cent for wind and 30 per cent for solar, based on Origin modelling.

80 generators typically serve as baseload electricity generators due to their lower marginal costs relative to other forms of generation. Gas fired generation accounted for 20 per cent. of registered capacity but supplied approximately 12 per cent. of output for the year ended 30 June 2013. The balance of electricity generation is currently sourced from renewable generation, predominantly wind and hydroelectric generation. There are no nuclear power plants in Australia.

Registered Generation by Fuel Source Generation capacity by Region and Fuel Source 2012-13 30 June 2013

18 000 60 16 000

50 14 000

12 000 40 10 000

30 8 000 Megawatts 6 000 20 4 000 Per cent of total generation 10 2 000

0 0 Qld NSW Vic SA Tas Black Brown Gas Hydro Wind Liquid Other coal coal Black coal Brown coal Gas Hydro Capacity Output Wind Liquid Other

Source: State of the Energy Market 2013, Australian Energy Regulator (AER)

Fuel supply sector The fuel supply sector is focused on extracting upstream resources for use in generation and also, in the case of gas, for provision to retail end users in both domestic and (in the case of LNG) international markets. Origin’s gas exposure is through its Exploration and Production business, its share of the Australia Pacific LNG joint venture and as an input into both its generation and retailing businesses. The Exploration and Production business, as well as Australia Pacific LNG, generates gas (and associated by-products) for sale, whereas Origin’s generation and retailing businesses source gas from both Origin’s own portfolio and from the market. Origin has exposure to coal primarily as an input to its generation business. Coal is mined by third parties at various sites before being purchased by Origin for use by its Eraring Power Station. Origin’s renewable energy is sourced primarily from its wind generation portfolio and various power purchase agreements with wind generators.

Gas supply overview There are two main sources of gas in Australia: conventional natural gas and CSG. Conventional natural gas is found in sandstone and carbonate reservoirs with good porosity and permeability, and is usually discovered in the same types of reservoirs as oil. In contrast, CSG is attached to coal along its natural fractures and cleats. CSG is released when pressure in the coal seam is reduced, usually by removal of water from the seam. CSG is produced by drilling a well into a coal seam. Gas is then released by pumping water from the seam to reduce pressure. Australian gas is currently produced for domestic use and in the near term will also be used for export as LNG. There are two largely separate gas markets in Australia located on the east and west coasts of Australia. Origin operates primarily in the east coast market, therefore this section addresses that market in more detail.

81 The major participants in the Australian gas industry have considerable gas producing assets in the Bass Strait, the Gippsland Basin, the Otway Basin, the Carnarvon Basin, the Surat/Bowen basins and the Cooper Basin as detailed in the figure below, showing market shares based on combined 2P reserves by basin as of August 2013:

Surat–Bowen Basin BG Group 20.5% Origin 16.7% ConocoPhillips 16.7% Sinopec 11.2% Santos 8.6%

Carnarvon Basin Shell 5.7% Woodside 24.9% PetroChina 5.8% Apache 24.3% Petronas 3.9% Santos 19.1% Total 3.9% Chevron 9.3% AGL 2.9% BP 9.3% Other 4.2% Shell 5.5% Cooper Basin

BHPB 5.5% Santos 64.6% MIMI 1.8% Beach 21.2% Other 0.3% Origin 13.3% Other 0.8%

Otway Basin Origin 30.9% BHPB 20.8% Gippsland Basin Santos 17.9% BHPB 48.0% Benaris 12.8% ExxonMobil 48.0% AWE 7.7% Nexus 4.0% Mitsui 7.7% Gas basins Other 2.3%

Bass Basin AWE 46.9% Origin 41.8% Toyota Tsusho 11.3% Source: AER State of the Energy Market 2013

As an end use product, CSG is the same as conventional natural gas as both are primarily methane. CSG production rose by 4.9 per cent. to 267 PJ for the year ended 31 March 2014 and accounted for 12 per cent. of total Australian gas production and 35 per cent. of total natural gas production on the east coast over the same period46.

Australian Natural Gas & Ethane Production Year ended 31 March 2014

East Coast CSG 12%

East Coast Conventional Gas 22% West Coast Conventional Gas 66%

Total Production: 2,232 PJe

Source: EnergyQuest Energy Quarterly, May 2014

46 EnergyQuest Energy Quarterly, May 2014

82 Dynamics affecting the Australian east coast gas market Domestic gas prices on the east coast have generally been low by international standards, increasing from an average of $2.42 in the year ended 30 June 2010 to an average of $4.43 in the year ended 30 June 201247. With gas historically perceived as a substitute for coal and coal fired electricity generation, Australia’s low price coal sources have so far effectively set gas prices. The 2013 State of the Energy Market report published by AEMO highlights that prices under new long term contracts in calendar year 2013 were linked to international oil prices and rose to the upper end of the A$6-9/GJ range. Origin has entered into two gas supply agreements with the GLNG partners to supply gas to the GLNG project; one for 365 PJ over ten years (starting in 2015), and another for up to 194 PJ over five years (starting in 2016) at prices in line with international oil-linked pricing. Additionally, Origin signed a two year contract to supply QGC up to 30 PJ over 2014 and 2015 at oil-linked prices, as well as a seven year contract to supply the MMG Group with a total volume of up to 22 PJ of gas which commenced in 2013, again at a price reflecting the upward pressure on east coast gas prices. Based on AEMO data, average daily spot prices for gas in all markets were significantly higher in the year ended 30 June 2013 than in the prior year, ranging from A$4.86 to A$5.92/GJ. During the 2014 financial year traded spot gas prices fell to an average range of $3.89 to $4.54/GJ due to the short term oversupply created as field supply in Queensland ramps up in anticipation of LNG export project requirements. The growth of LNG export capacity in Western Australia from the late 1980s led to that state’s domestic market being increasingly exposed to international energy prices. A similar scenario is unfolding on the east coast with LNG exports expected to commence in Queensland from the second half of 2014. The advent of LNG export sales from Queensland is connecting the east coast gas market prices to internationally benchmarked gas prices, reflecting the export opportunity value. As a holder of domestic gas reserves, Origin believes these dynamics are positive for its business. The key dynamics that Origin believes underpin the outlook for gas prices over the medium to long-term in the Australian gas market can be summarised as follows: • The Asian LNG market that eastern Australian gas will supply has historically seen higher prices than the European and U.S. pricing markets. This market is currently dominated by long term contracts with oil-linked pricing; • The existing domestic market for gas in eastern Australia relative to the potential LNG export market is small, leaving significant gas supply available for LNG exports; and • The establishment of an LNG export industry on the east coast of Australia is expected to link gas prices to Asian oil referenced LNG prices. This linkage between east coast Australian and Asian prices, along with the increasing costs of gas production and the scarcity of unallocated and uncontracted gas resources (in large part due to LNG export projects) are key factors contributing to an expected increase in gas prices from 2015 and beyond. However, until Queensland’s LNG export projects are operating at full capacity, daily spot prices are likely to fluctuate based on short term factors such as upstream gas supply availability or downstream usage demand.

47 Average annual spot prices across VIC, NSW, SA and QLD. NSW and SA spot market began trading on 1 September 2010, QLD on 1 December 2011

83 Australian domestic spot gas prices are moving towards export parity 10

8

6

$/GJ 4

2

0 2010 2011 2012 2013 20142 USD USD USD 75/bbl 85/bbl 105/bbl Domestic Spot Prices1 EnergyQuest Forecast3 LNG Netback Prices

Notes:

1. Average annual spot prices across VIC, NSW, SA and QLD. NSW and SA spot market began trading on 1 September 2010, QLD on 1 December 2011. All prices are to 31 July 2014.

2. Low gas prices in 2014 reflect excess short term gas while LNG projects ramp up and lower gas demand due to mild weather conditions in May and June 2014.

3. EnergyQuest report “Australian Coal Seam Gas 2013: All Aboard the LNG Train”. Netback at Wallumbilla.

Coal supply overview Black coal and lower-quality brown coal, both forms of thermal coal, are mined in Australia. Black coal is found in Queensland, New South Wales and Western Australia and is used for both domestic power generation, domestic steel production and for export overseas. Brown coal, found in Victoria and South Australia, is used for low marginal cost baseload power generation. Brown coal is generally not exported because of its high moisture and low energy content. Generation in Victoria is primarily fuelled by brown coal given its abundance in that region. South Australia relies heavily on sub- bituminous brown coal mined in the north of the state. In 2013, Australian black coal production was 416 million tonnes (saleable), of which 356 million tonnes were exported. 193 million tonnes of production came from New South Wales and 216 million tonnes from Queensland, with nominal contributions from Western Australia48. Growth in global coal demand continues with the BP Statistical Review reporting consumption growth of 3.0 per cent. in 2013 and a ten year average of 3.9 per cent. growth up to 201349. However, thermal coal prices have been depressed in 2013 and 2014 relative to prices achieved in 2011 and 2012 due to abundant supply.

Renewable sources overview Although Australia’s energy consumption is primarily supplied by non-renewable energy resources, renewable energy has been growing progressively over the past decade and now accounts for over 10 per cent. of Australia’s electricity supply. In 2001, the Australian Government implemented a renewable energy target (now known as the RET), designed to reduce emissions of greenhouse gases in the electricity sector and encourage additional generation of electricity from renewable sources. The RET involves a mandated target of 45 TWh of additional electricity generation to be from renewable sources by 2020. The expanded target was set in 2009 based on 20 per cent. of forecast electricity demand in 2020 at that time. Recently the RET has been criticised as forcing additional generation capacity on to an already over supplied generation system. The RET is currently under review, with a report expected to be presented to Government in the second half of 2014.

International LNG industry LNG is produced when natural gas is cooled to a temperature of minus 161°C and then condensed to a liquid occupying about a 600th of its original volume. The Australian Department of Resources, Energy and Tourism has described LNG as a safe and convenient form of energy, which can be readily supplied to distant markets

48 Source: Wood Mackenzie Coal Supply Service, June 2014

49 Source: BP Statistical Review of World Energy June 2014

84 making it a product predominantly sold through export channels. It is transported to dedicated LNG receiving terminals, which have the capacity to store and regasify the LNG for supply to markets. LNG, in its liquid state, is not flammable or explosive. The production of LNG is capital intensive and requires substantial upfront investment. As a result, in order to prove economic, LNG projects require large gas reserves with the LNG produced generally being pre-sold under long-term take-or-pay contracts at an agreed price formula, or forming part of a global LNG portfolio.

Australian LNG supply Australia first began exporting LNG to Asian customers in 1989 through the North West Shelf Venture (NWSV) situated near Karratha in Western Australia. This was later followed by Darwin LNG which commenced operations in 2006 and Pluto LNG which commenced operations in 2012. In Queensland, there are three CSG to LNG export projects currently under construction with varying nameplate capacities, including the 9 mtpa Australia Pacific LNG project, the 7.8 mtpa GLNG project and the 8.5 mtpa QCLNG project. There are also three onshore projects under construction in Western Australia (Gorgon — 15.6 mtpa; and Wheatstone — 8.9 mtpa) and the Northern Territory (Ichthys — 8.4 mtpa), and the Prelude Floating LNG project is under construction, to be deployed offshore in the Browse Basin (3.5 mtpa).

Darwin LNG Ichthys Exporting to Asia Pacific ~12 mtpa markets where demand is set to almost double Prelude ~ 3.5 mtpa from 175 mtpa in 2013 to 325 mtpa in 20251

NWSV Pluto QCLNG Wheatstone APLNG Gorgon GLNG ~ 45 mtpa ~ 25 mtpa

Source: Wood Mackenzie LNG Tool Q2 2014

In addition to the projects under construction in Australia, there are a number of potential LNG projects being evaluated for future development in the offshore Carnarvon, Browse and Bonaparte basins in Western Australia, following various gas discoveries in the region (including the Poseidon discovery in the Browse Basin in which Origin has an interest). These projects, which are yet to be sanctioned for development, represent further investment opportunities to monetise resources destined for LNG export via back-fill or expansion of existing land-based facilities, or through standalone floating LNG facilities. Australia’s proximity to Asia means that its substantial gas resources are attractive to Asian LNG customers, which Wood Mackenzie forecasts will require 325 mtpa of LNG in 202550.

Global LNG Demand Global LNG demand is expected to grow significantly, from 236 mtpa in 2013 to 455 mtpa in 202551, with growth anticipated in every key LNG import region. Key drivers of this growth are the environmental advantages of gas over coal and diesel, the continued mismatch between major energy consumers and the location of large energy resources and strong forecast non-OECD economic growth. According to the BP Statistical Review of World Energy 2014, the LNG trade accounted for 31 per cent. of the international gas trade for the year ended 30 June 2013.

50 Source: Wood Mackenzie LNG Tool Q2 2014

51 Source: Wood Mackenzie LNG Tool Q2 2014

85 As shown in the graph below, the established Asian LNG markets of Japan, Korea and Taiwan are expected to experience moderate levels of LNG demand growth over the next 15 years. The developing Asia Pacific markets of China, India, Thailand, Malaysia and Indonesia are expected to experience strong growth, requiring an additional 105 mtpa of LNG by 2025, according to Wood Mackenzie.

Global LNG Demand (mtpa) 600

500

400

300 mtpa

200

100

0 2005 2010 2015 2020 2025 2030 Americas Europe Other Developing Markets China & India Japan, Korea, Taiwan Source: Wood Mackenzie LNG Tool Q2 2014

Furthermore, for key Asia Pacific countries, much of the forecast demand is uncontracted, with this uncontracted volume expected to significantly increase post 2020, according to Wood Mackenzie:

Major Asian countries LNG demand outlook and contracted positions China LNG Japan LNG 90 120 80 100 70 60 80 50 60 mtpa mtpa 40 30 40 20 20 10 0 0 2010 2015 2020 2025 2030 2010 2015 2020 2025 2030 Contracted LNG Demand Total LNG Demand Contracted LNG Demand Total LNG Demand South Korea LNG India LNG 60 60

50 50

40 40

30 30 mtpa mtpa 20 20

10 10

0 0 2010 2015 2020 2025 2030 2010 2015 2020 2025 2030 Contracted LNG Demand Total LNG Demand Contracted LNG Demand Total LNG Demand Source: Wood Mackenzie LNG Tool Q2 2014

Global LNG Supply Qatar is the world’s largest LNG exporter, accounting for 32 per cent. of global LNG supply in 2013. However, with seven LNG projects under construction in Australia, totalling 62 mtpa of nameplate liquefaction capacity (including 25 mtpa of CSG to LNG export projects), Australia is set to overtake Qatar as the largest LNG supplier by 2019, and account for 19 per cent. of global LNG production by 202552.

52 Source: Wood Mackenzie LNG Tool Q2 2014

86 In recent years, there has been a wide interest in developing shale gas reserves, particularly in the United States, which is poised to transition from a net gas importer to a net gas exporter by 2018, with the first U.S. LNG export project set to commence operations in 2016. In the U.S., in excess of 200 mtpa of LNG export projects have been proposed, with the majority in the Gulf of Mexico region. Total exports will depend on the number of projects permitted by the relevant government authorities and the timeframe in which they are completed. Wood Mackenzie forecasts 80 mtpa of U.S. LNG exports by 202553. As at July 2014, two U.S. LNG export projects had taken FID. Many of the U.S. LNG off-take agreements signed to date have been with buyers in Japan, Korea, India and Europe.

Global LNG Long Term Capacity and Demand (mtpa)

600

500

400

300 mtpa

200

100

0 2000 2005 2010 2015 2020 2025 2030 Probable Under Construction Operational LNG Demand Source: Wood Mackenzie (May 2014)

A number of factors will influence the sequencing of development of new LNG projects, including quality and availability of resource, project development costs (including availability and cost of labour), availability of supporting infrastructure, environmental impacts, political and regulatory support and barriers and suitability of various projects for market (for example physical location, gas specification and pricing).

New Zealand energy industry The structure of the New Zealand energy industry is similar to that of Australia, with the supply chain consisting of fuel supply, generation, transmission, distribution and retail elements.

Electricity New Zealand’s electricity industry spans generation, high voltage transmission, distribution and retail. Since the commencement of a wholesale electricity market in 1996, the bulk of electricity generated in New Zealand is sold through a spot market to large industrial and commercial users and to retailers who in turn sell the electricity to customers in the retail market. Participants in the spot market can hedge their exposures with other market participants or through acquiring futures contracts on the ASX New Zealand electricity futures market.

Generation and retail There are five main competitors in the New Zealand generation market. All are generators and retailers of electricity and between them have approximately 92 per cent. share of generation capacity and 93 per cent. share of electricity retail customers. All five companies are listed on the New Zealand Stock Exchange with three of them now 51 per cent. government owned following the completion of the current government’s partial privatisation programme over the past two years.

53 Source: Wood Mackenzie Insight — New US LNG export approval rules — who benefits?, June 2014

87 Market Share of New Zealand Generation Capacity54

Meridian 27% Contact Energy 23% Genesis 19% MRP 17% TrustPower 6% Other 6% Todd Energy 2%

0% 5% 10% 15% 20% 25% 30%

Electricity in New Zealand is generated primarily from hydro, geothermal, wind, natural gas and coal sources. Renewable energy sources play a significant role in New Zealand’s energy mix, with hydro power stations generating more than half of New Zealand’s electricity in 2013. With the addition of other sources of renewable energy, including geothermal, biomass and wind, around 75 per cent. of New Zealand’s electricity generation came from renewable energy resources in 2013. Retail electricity supply in New Zealand is deregulated, with any retailer able to offer to sell electricity in competition with other electricity retailers to any retail customer. Competition for retail customers among New Zealand’s 14 retailers is amongst the most active in the world. Retail electricity tariffs are not subject to price regulation. On average across the industry, over 30,000 customers change supplier or churn each month, representing approximately 20 per cent. churn. Demand for electricity in New Zealand has remained stable over the past six years at approximately 38 TWh per annum. Demand is split 32 per cent. residential, 30 per cent. commercial and agricultural, and 38 per cent. large industrial customers.

Transmission and Distribution Electricity generation and retailing businesses such as Contact Energy are governed by the Electricity Industry Act 2010 that substantially prevents them from carrying on the business of electricity transmission and distribution. Transpower, the Crown entity that owns the high voltage electricity transmission system in New Zealand, transports bulk electricity from generation sites to cities, towns and some major industrial users. This transmission network connects with a distribution network of 29 local electricity lines businesses that deliver power to New Zealand’s homes and businesses. The local electricity distribution networks or lines companies are owned by a range of entities from community trusts to listed public companies. A retailer using a lines network, including where the charges are regulated, enters into an agreement with that lines company setting out the basis upon which the retailer may use the network.

Possible reform In April 2013, the two largest opposition political parties announced their intent to establish a new central government agency called NZ Power, if they come to power after the next general election on 20 September 2014. Under the policies, NZ Power would have a central role in the planning, regulation and operation of the electricity system. The Labour Party opposition has claimed that its proposed policies would reduce total electricity charges by between NZ$500 million and NZ$700 million per year, and the Green Party opposition claimed reductions of NZ$750 million per year. The claimed reductions are in respect of the electricity sector generally, and are not specific to Contact Energy. These claims imply that Contact Energy’s electricity revenues would be materially lower if the policies are implemented.

54 Source: Electricity Authority New Zealand, as at 30 June 2014

88 KEY REGULATORY REGIMES

Origin’s primary operations are in Australia and New Zealand. The summary below is a broad outline of some of the key regulatory regimes that apply to Origin’s business operations in those countries. It is not a full summary of these regimes, nor is it a complete list of all the legislation and regulatory requirements that apply to Origin in Australia and New Zealand.

Energy market regulation Electricity and gas wholesale operations In Australia, Origin conducts activities in the NEM regions (other than Tasmania) in respect of electricity power generation, retail and associated trading activities. Origin’s NEM generation activities are undertaken in Queensland, New South Wales, Victoria and South Australia. The NEM is administered by the Australian Electricity Market Operator (AEMO). The regulatory requirements for electricity transmission and distribution and the operation of the NEM are primarily prescribed in the National Electricity Law (NEL) and the National Electricity Rules (NER), which are made by the Australian Energy Market Commission (AEMC) in accordance with the NEL. Origin is registered with AEMO as a participant in the NEM as a “Generator” and “Market Customer”. The NEL and NER impose obligations on Generators and Market Customers, including compliance with a suite of subordinate instruments (i.e. market procedures and guidelines) made by the Australian Energy Regulator (AER) and AEMO. Obligations across the NEL, NER and subordinate instruments include technical requirements in relation to power generating plants and operational requirements in relation to the NEM, including how Origin must bid its generation capacity and availability in the spot market (and how Origin can rebid), how Origin must respond to directions from AEMO in relation to system security and other issues, how electricity is measured for the purposes of settlements and billing and other technical requirements necessary to ensure the integrity of the power system. In addition to being registered with AEMO as a “Generator” in the NEM, Origin is also required to hold and comply with generation authorities issued by state regulators for its generators in Queensland, Victoria and South Australia. There is no requirement to hold such an authority for generators in New South Wales. In some circumstances the state-based regulators can vary the state electricity generation authority conditions without the licensee’s consent (although the regulator must give the licensee an opportunity to make representations). In relation to natural gas in Australia, Origin operates in the following facilitated trading markets: Victorian Declared Wholesale Gas Market (DWGM), Short Term Trading Markets (STTM) in South Australia, New South Wales and Queensland and the voluntary gas supply hub at Wallumbilla. Origin is registered with AEMO as a “Retailer”, “Transmission Customer”, “Trader” and “Producer” in the DWGM, a “User” and “Shipper” in each of the three STTMs and a “Trading Participant” in the Wallumbilla gas supply hub. Origin is required to comply with the obligations imposed under the National Gas Law (NGL), National Gas Rules (NGR) and a suite of subordinate regulatory instruments established by the AER and AEMO. These regulatory instruments govern the relationships between participants in the relevant gas market, including setting the relevant obligations and requirements for each category of registration. The NGR contain rules regarding the operation of the STTM, DWGM, gas supply hub and Natural Gas Services Bulletin Board. Origin is also required to comply with various regulations covering operation, bidding and delivery of gas within the gas markets. In New Zealand, Contact Energy conducts activities in the electricity market as a generator and retailer. These activities are regulated by the Electricity Authority in accordance with the Electricity Industry Act 2010. The Electricity Industry Participation Code 2010 (Code), administered by the Electricity Authority, governs operational aspects of the New Zealand electricity market and imposes obligations on participants in that market, such as how participants in the wholesale market must offer their generation capacity, how electricity is measured for the purposes of settlements and other technical requirements relating to the security of supply and the integrity of the electricity system. Origin (excluding Contact Energy) produces gas from its New Zealand petroleum fields and sells that gas to purchasers. Contact Energy does not produce gas but rather purchases gas for on-sale and use in New Zealand. The Gas Act 1992 (NZ Gas Act) regulates the supply and use of gas and the gas industry in New Zealand. It also provides for a co-regulatory model of gas governance. The Gas Industry Company Limited (GIC) is the industry body that operates as the co-regulator of the New Zealand gas industry, working with both the government and industry to deliver outcomes that meet the New Zealand government’s objectives for the gas industry.

89 Electricity and gas retailing and price regulation In Australia, Origin’s activities as an electricity and gas retailer are regulated at the state and territory level. South Australia, New South Wales and the Australian Capital Territory have adopted (through application of legislation at the state and territory level) the common National Energy Retail Law (NERL) under the National Energy Customer Framework, a national framework for the non-economic regulation of the sale and supply of electricity and gas to retail customers. The AER administers the National Energy Customer Framework. Queensland and Victoria have not yet adopted the NERL, so electricity and gas retailing in those states is regulated by state-specific legislation and rules. In all states and territories in which Origin operates, it is required to hold a retail licence or authorisation under the relevant electricity and/or gas legislation. Origin must comply with additional requirements contained within the NERL and National Energy Retail Rules made under the NERL in those states which have adopted the NERL, and with state-specific legislation and codes in Queensland and Victoria, designed to protect small retail customers. The prices that Origin can charge its small electricity customers in Queensland and the Australian Capital Territory and small gas customers in New South Wales who are on certain contracts, which are known as “standard” or “standing” contracts (as opposed to market contracts where the price is unregulated) are regulated. Victoria and South Australia have de-regulated prices for both electricity and gas. New South Wales has deregulated electricity prices, although gas prices remain regulated (gas prices for small customers are set using a light handed regulatory approach involving the making of multi-year Voluntary Pricing Agreements with each retailer required to offer regulated prices). In each state and territory the government can choose to re-regulate prices for small electricity and gas customers on “standard” or “standing” contracts. Regulated prices are adjusted by the respective regulatory authorities according to specific criteria and formula for each applicable state and territory, which may be changed from time to time. Origin is the retailer of last resort for some geographic areas in various of the NEM jurisdictions. This means that if another retailer with customers in those areas is no longer able to supply its customers, Origin as the retailer of last resort must take over the obligation to sell electricity or gas (as relevant). In New Zealand, Contact Energy’s operational activities as an electricity generator and retailer are primarily governed by the Electricity Act 1992, Electricity Industry Act, the Code and associated regulations. The Code imposes obligations in relation to matters such as wholesale market operation, electricity volume reporting, metering of electricity, customer compensation schemes and prudential requirements as a payer for electricity. As a gas retailer, Contact Energy must comply with the requirements of the NZ Gas Act and regulations and rules issued under that Act and/or by GIC, such as the Gas (Switching Arrangements) Rules 2008 and the Gas (Downstream Reconciliation) Rules 2008. There is no specific New Zealand legislation that imposes price caps on the gas and electricity price that retailers can charge customers.

Access to gas pipelines and electricity transmission lines The NGL regulates pipeline services in Australia including access to pipelines. The NGL applies to all pipelines that haul gas for consumption purposes in all states and territories. The NGR govern access to natural gas pipeline services and elements of broader natural gas markets. Access arrangements (including both price and non-price terms) for gas pipelines are approved by the AER (except in Western Australia, where the relevant regulator is the Economic Regulation Authority). The services provided by a pipeline (third party access and economic regulation) are regulated if it is considered to be a “covered” pipeline. Origin obtains services from pipelines that are both covered and uncovered and which are subject to full or light handed regulation. With the exception of Australia Pacific LNG, Origin does not own an extensive portfolio of pipelines. However, those pipelines that Origin does own are typically used to transport gas to Origin assets (such as power stations or in the case of Australia Pacific LNG to the downstream facility), are uncovered and, as such, are currently not subject to open access regulatory requirements. The NER contains rules that regulate electricity transmission and distribution lines in Australia that form part of the national grid. The NER also set out methodologies for determining the revenues or prices that may be earned or charged by transmission and distribution network services providers (NSPs). Origin also enters into agreements with transmission NSPs to connect its generation assets to the national grid. In New Zealand, there are two open access high pressure gas transmission pipelines that transport gas. Contact Energy has entered into transmission services and other agreements in order to enable it to transport gas through these pipelines to consumers and its power stations.

90 New Zealand’s high voltage electricity transmission system (National Grid) is owned and operated by Transpower New Zealand Limited (Transpower), and access is managed in accordance with the Code. In particular, the Code requires Contact Energy to enter into transmission agreements with Transpower for the purpose of connecting its generation assets to the National Grid and using the National Grid for the transmission of electricity.

Competition and consumer protection regulation in the energy market In Australia, Origin is subject to competition and consumer protection regulation at the federal level by the Australia Competition and Consumer Act 2010 (Cth) (CCA). Each state in Australia has legislation in place that generally mirrors the obligations in the CCA. The CCA prohibits or restricts certain anti-competitive conduct in markets in Australia, including price fixing, collusion, exclusive dealing, third line forcing, misuse of market power and resale price maintenance, with the aim of enhancing competition. In addition, under the CCA, Origin must ensure that its conduct is not misleading or likely to mislead or deceive, in particular advertising, promotional or marketing representations are carefully scrutinised, including ‘green’ claims made about environmental impacts. Origin is also prohibited from having unfair contract terms in its standard form consumer contracts. In New Zealand, Origin (including Contact Energy) must comply with a number of competition and consumer protection laws, including the Commerce Act 1986, the Fair Trading Act 1986 and the Consumer Guarantees Act 1993.

Financial services regulation of energy market In Australia, the Corporations Act (2001) regulates the provision of financial products and services and the licensing of financial markets and persons authorised to offer financial products and services. Many derivative and hedge products used by Origin in its energy market operations, particularly the wholesale and trading operations, and those used to hedge retail positions, are financial products for the purpose of the Corporations Act (2001), and the markets in which they are transacted are financial markets. In order to carry on a financial services business Origin is required to hold an Australian Financial Services Licence. As a financial services licensee, Origin must comply with various conditions imposed on it, including capital adequacy and liquidity requirements. A failure to meet licence conditions or a material breach of a financial services law could prevent Origin from participating in the wholesale energy derivative markets, although this would not prevent Origin from carrying on business in physical energy markets such as the NEM, DWGM or the STTM. In New Zealand, the Securities Markets Act 1988 (SMA) requires persons carrying on the business of dealing in “futures contracts” to be authorised. “Futures contracts” include certain derivative products. Contact Energy is authorised by the Authorised Futures Dealers Notice 1997 (No. 3) to carry on the business of dealing in certain electricity derivative products with specified classes of persons.

LPG Origin (including Contact Energy) sells LPG to both wholesale and retail customers. In the process of distribution, storage, transportation and sale of LPG, Origin is subject to a wide range of legislation in all Australian states and territories and in New Zealand. Such regulatory framework includes various petroleum legislation, gas supply legislation and dangerous goods legislation.

Development regulation Environmental regulation generally In Australia, Origin’s operations are subject to extensive federal (which include Australian obligations under international conventions), state and local laws and regulations in each of the jurisdictions in which Origin conducts business. This includes regulation of development activities, emissions to air, land and water (including environmental nuisance issues such as odour and noise), access to land on or under which resources are located, the management and disposal of waste, the investigation, management and remediation of contaminated land, the conservation of biodiversity including protected estates, essential habitats, and protected flora and fauna species, clearing of vegetation, the protection of historic and indigenous heritage, and often provide a framework for access to private and public land and the payment of associated compensation. Authorisations for resources exploration and production are addressed separately below. These laws and regulations generally: • require the acquisition of planning, environmental and potentially other permits before construction of plant or land-based operations (e.g. drilling) commence;

91 • require access to the relevant land to be secured by agreement and/or statutory approval where activities are to be carried out on land owned by others, or Origin’s land (including the exploration and development of CSG wells, construction of pipelines, development of wind farms and similar infrastructure); • require environmental risks to be identified and environmental management practices to be implemented to prevent or minimise impacts for any activities that may have an impact on the environment; this is often addressed through permit conditions that may authorise matters such as stated releases to air, land and water (with set release limits) and requirements for the development and implementation of environmental management plans (which in some cases are required to be approved by the relevant regulator); • limit or prohibit activities within a certain distance from residences and environmentally sensitive areas; for example, wind turbines may be required to be set back a certain distance from houses or coastlines, while CSG activities may be required to be set back a certain distance from residences or other specified land uses; • limit or prohibit activities in and near protected estates (such as National Parks) and other environmentally sensitive areas and further prohibit the taking or harming of protected flora and fauna species; and • impose criminal and civil liabilities for unauthorised environmental harm or pollution, breaches of permit conditions and various other acts or omissions which may have environmental consequences. Certain environmental laws and regulations impose “strict liability”, rendering a person liable without regard to negligence or fault on the part of such person. In some circumstances, directors and other employees of a corporation which commits an offence under environmental laws may themselves be personally liable for the same or a similar offence.

Environmental regulation of the oil and gas industry Most Australian environmental laws are state and territory based, which means they vary from one Australian state or territory to another. Although aspects of Origin’s business cover many Australian states and territories, the information provided below focuses on the environmental regulatory systems in the states in which the majority of its development projects occur — Queensland, New South Wales and Victoria. The EPBC Act is federal legislation regulating those aspects of the environment which have national significance, such as aspects in relation to which Australia has international obligations under a range of different conventions. The EPBC Act prohibits a person from taking an action without approval, where that action is likely to have a significant impact on the environment, on government owned land or on one of the matters of national environmental significance identified in the EPBC Act, which include, among other things, World Heritage properties, National Heritage places, nationally protected wetlands, nationally listed threatened species and ecological communities, nationally listed migratory species, Commonwealth marine areas and water resources significantly impacted by CSG and large coal mining developments. Origin’s Australian offshore operations beyond coastal waters are governed by the Offshore Petroleum and Greenhouse Gas Storage Act 2006 (Cth) (OPA) and related legislation. The OPA applies to pipelines beyond the three nautical mile limit and addresses lease, licensing and permits, health, safety and environmental issues for offshore petroleum and greenhouse gas exploration, development operations and pipelines. The Offshore Petroleum and Greenhouse Gas Storage (Environment) Regulations 2009 (Cth) are designed to ensure that petroleum activities are carried out in an ecologically sustainable manner and in accordance with an environmental plan (EP). Penalties exist for carrying out an activity without an EP in place and for breaches of the regulations. Origin is also subject to the terms of other legislation, such as the Protection of the Sea (Prevention of Pollution from Ships) Act 1983 (Cth) (PSPPSA) and the Protection of the Sea (Civil Liability) Act 1981 (Cth) (PSCLA). The PSPPSA gives effect to the International Convention for the Prevention of Pollution from Ships 1973 (as modified and added to) by providing a legal framework for the protection of the sea from pollution by oil and other noxious substances discharged from ships, while the PSCLA, which prescribes civil liability for pollution damage, gives effect to the International Convention on Civil Liability for Oil Pollution Damage, 1969 (as amended). Similar legislation applies in state waters in the various Australian jurisdictions. Environmental regulation of Origin’s operations in Victoria occurs primarily through the Environment Protection Act 1970 (Victorian EP Act), the Planning and Environment Act 1987 (Vic) (Victorian Planning Act) and the Pollution of Waters by Oils and Noxious Substances Act 1986 (Victorian Pollution of Waters Act). The Victorian EP Act requires works approval and licenses to be obtained in relation to some activities involving the generation of waste, waste transport, noise and air emissions and water discharges. It also controls the use of “notifiable chemicals”, prohibits the unauthorised discharge of pollutants and contaminants, and includes

92 provision for pollution abatement notices to be served requiring polluting activities to cease. The Victorian Planning Act, and the various planning instruments that have been created and are enforced under it, also contain environmental management requirements and requires planning permits to be obtained to undertake particular activities. It also prohibits land being used for certain specified activities in particular areas. The Victorian Pollution of Waters Act prohibits the discharge of oil or oily mixtures in state waters and requires reporting of any incident involving actual or probable discharge of oil, oily mixtures or noxious liquid substances. The Petroleum Regulations 2000 require the reporting of incidents involving spills of petroleum and petroleum emulsion. Significant new onshore and near-shore developments are likely to require approval by the Minister for Planning through environmental impact assessment processes under the Environment Effects Act 1978. Environmental regulation of Origin’s operations in Queensland occurs primarily through application of the Environmental Protection Act 1994 (Queensland EP Act). The Queensland EP Act creates a framework to support the obligation to prevent or minimise the consequences of acts which may impact on the environment, including the exploration and production of petroleum (including CSG). This framework also addresses the management of water produced during petroleum (and CSG) production. Environmental authorities are required for specified “environmentally relevant activities” which by nature may impact on the environment, including a large number of industrial and resource activities (e.g. mining and petroleum activities). Origin is required to ensure compliance with all of the conditions that attach to each environmental authority. Origin is also required to be a registered suitable operator to conduct environmentally relevant activities. The Sustainable Planning Act 2009 (Queensland SP Act) separately sets out the framework for Queensland’s planning and development assessment system. For some activities (often those that are not Origin’s primary resource activities), a development permit may be required under the Queensland SP Act. There are also requirements placed on us under the Water Act 2000 in relation to ensuring water security for landowners, and the Water Supply (Safety and Reliability) Act 2008 directed to ensuring public health where Origin provides recycled water (such as treated CSG water) into drinking water supplies. Environmental regulation of Origin’s activities in New South Wales occurs primarily through the application of the Environmental Planning and Assessment Act 1979 (NSW Planning Act), which provides for development and land use control, and the Protection of the Environment Operations Act 1997 (NSW POEO Act), which provides for pollution control and waste management. The NSW Planning Act will require planning approval of some kind for most of Origin’s activities in New South Wales, or possibly only environmental assessment for resources exploration activities. The NSW POEO Act will require an environment protection licence for most of Origin’s activities in New South Wales. It also imposes controls on pollution and waste management, the operation of plant and equipment, and other environmental matters. There is also an array of other New South Wales legislation controlling environmental, water and other related aspect of Origin’s activities. There is a suite of other applicable legislation in the various jurisdictions where Origin conducts activities, including development activities, which regulate activities with a view to protecting the local environment. In New Zealand, the key piece of environmental legislation is the Resource Management Act 1991 (RMA), which applies to activities onshore and near-shore out to 12 nautical miles. The RMA requires resource consents to be granted for activities such as taking and using water, discharging contaminants onto land or into air or water, erecting structures in coastal marine areas or around river or lake beds and installing groundwater bores and wells. As such, resource consents are required for Origin’s oil and gas exploration and production activities and Contact Energy’s electricity generation activities. Origin, including Contact Energy, must comply with the terms of any such resource consents and the requirements of any applicable district and regional plans. In addition, there are a number of other acts that may apply such as the Conservation Act 1987, the Historic Places Act 1993, the Building Act 2004 and the Crown Minerals Act 1991. The Exclusive Economic Zone and Continental Shelf (Environmental Effects) Act 2012 establishes an environmental management regime for New Zealand’s Exclusive Economic Zone and continental shelf (EEZ). It requires that certain activities within the EEZ (the sea, seabed and subsoil from 12 to 200 nautical miles) are only carried out in compliance with a marine consent. Additional environmental aspects of offshore oil and gas exploration and production activities in New Zealand are regulated by the Maritime Transport Act 1994, which addresses matters such as marine environmental protection, pollution control, oil spill response, and discharge, dumping and incineration controls for waters within New Zealand’s Exclusive Economic Zone. Other relevant environmental legislation includes the Marine Mammals Protection Act 1978, the Biosecurity Act 1993 and the Marine Reserves Act 1971.

93 Contamination and remediation Legislation in most Australian states and territories includes a regulatory framework that recognises that carrying out of authorised activities may contaminate land. The regulatory regimes generally include requirements to investigate, report and either remediate or otherwise manage contaminated land under certain circumstances, particularly (for example) when the activities that may have caused contamination have ceased, as distinct from ongoing pollution incidents. In some cases, a person (such as the person whose activities caused the contamination and the owner or occupier of land) may be liable for contamination without regard to negligence or fault on the part of such person. The costs associated with remediation activities can be significant. These requirements are usually additional to the requirements to remediate any other impacts on the environment as a result of petroleum and gas and associated activities. The primary piece of legislation governing land use and environmental matters (including contamination) in New Zealand is the RMA. Generally, any existing or previous polluter, owner or occupier may be held liable for the remediation of contaminated sites.

Land access and compensation In Australia the right to access land for the purposes of development activities such as oil and gas exploration and production, construction of generation facilities and the distribution of electricity and gas is generally provided through a combination of a requirement to hold a licence to undertake the activity, and the negotiation of relevant land access agreements with the owner and/or occupier of the land. In the context of land access, the Commonwealth and the states and territories have legislation and regulations requiring the issue of a license for the construction and use of a pipeline for the carriage of petroleum products; construction and use of a pipeline for the transmission and distribution of gas; and the generation, supply or transmission of electricity. Origin’s business is conducted on land Origin owns in freehold as well as areas over which Origin has access agreements with government, landowners and others as necessary. If Origin does not own freehold title over land on which major assets are located, it typically enters into long term access arrangements (e.g. easements) to facilitate the operation of these assets and ensure long-term rights to access these areas. In the instances where access agreements are in place, the relevant parties are compensated. In New Zealand the Crown Minerals Act 1991 (CMA) provides a framework for the grant of land access for petroleum prospecting, exploration and mining activities. The Conservation Act 1987 will also be relevant when seeking access to land held under or subject to that enactment.

Native title and indigenous cultural heritage The Native Title Act 1993 (Cth) (NTA) provides Aboriginal people who hold native title rights and interests, or who have made a native title claim, the right to be consulted on, and in some cases to participate in, decisions about approvals proposed to be granted and activities proposed to be undertaken on land where native title has not been extinguished. Such acts are known as “future acts” under the NTA. The main impact of native title on Origin’s business is in relation to “future acts”. A future act is a proposed act (after 1 January 1994), such as the grant of a petroleum tenement, on land that may affect native title rights, by extinguishing them or by creating interests that are inconsistent with the existence or exercise of native title rights. Multiple pieces of state and federal government legislation apply to indigenous cultural heritage protection and/ or management. The main impact of cultural heritage legislation on Origin’s activities is that, in some circumstances, Origin is required to negotiate agreements with relevant Aboriginal groups to obtain access to land regarded as significant and to ensure that Aboriginal cultural heritage is identified and not harmed. In New Zealand access to land in the Marine and Coastal area is regulated by the Marine and Coastal Area (Takutai Moana) Act 2011 (CMCA). The CMCA establishes a scheme to ensure the protection of the legitimate interests of all New Zealanders in the marine and coastal area of New Zealand and provides for the exercise of customary interests in the common marine and coastal area.

Oil and gas industry regulation Origin undertakes: • oil and gas exploration (both conventional and CSG); • drilling and production operations; • gas processing plant development;

94 • processing and production of petroleum products; and • operational activities in respect of gas, oil and other petroleum products, in a number of jurisdictions. Accordingly, Origin is subject to regulation in a number of jurisdictions (both federal and state) in respect of its exploration and production activities. In Australia, exploration for, and development of petroleum resources are, for offshore waters, authorised and administered under Commonwealth legislation, and for coastal waters and onshore, under the relevant State or Territory legislation. These legislative regimes are essentially concessionary in nature and are characterised by the following key elements: • exploring for or producing petroleum without the appropriate permit, lease, license or other authorisation is an offence; • exploration tenures give rights to explore for petroleum within a specified area and, subject to certain conditions being met (including remediation), to acquire a production tenure which confers rights to recover petroleum from within an area originally contained within the exploration tenure; • grantees of such rights assume all costs of exploration, production, transportation and other activities within the area of the grant, and the work programme submitted by the applicant and its ability to meet expenditure commitments are usually determinative of whether such rights will be granted; • transferring or otherwise dealing with such rights requires approval from the relevant government department having jurisdiction over the rights; and • petroleum lawfully becomes the property of the relevant tenure holder once recovered to the surface. In New Zealand, the right to prospect, explore for and mine petroleum onshore and nearshore out to the outer limits of the territorial sea is governed by the CMA and its related Minerals Programmes and regulations. This legislation also applies to Contact Energy’s Ahuroa Gas Storage operations. The Continental Shelf Act 1964 provides that the provisions of the CMA are also applied in respect of prospecting, exploration and mining for petroleum in New Zealand’s continental shelf. The Petroleum Act 1937 continues to apply in respect of petroleum mining licenses granted under that Act.

Workplace Health and Safety There is a largely “harmonised” Work Health and Safety legislative regime in Australia, with all federal, state and territory jurisdictions except Western Australia and Victoria enacting substantially identical work health and safety (WHS) legislation from 1 January 2012 (the Work Health and Safety Act), and Western Australia and Victoria having legislation with principles which are largely equivalent. The Work Health and Safety Act places significant obligations on a “person conducting a business or undertaking” (and, in some respects, its officers and workers) to provide and maintain a safe workplace for “workers” (which include employees, contractors and others), and this includes (among other things) duties to consult about WHS issues and to exercise “due diligence”. The Work Health and Safety Act also confers on unions the ability to apply for a permit authorising a right of entry into a workplace. In Queensland, the Petroleum and Gas (Production and Safety) Act 2004 and the associated regulations also contain significant safety obligations in relation to “operating plant”, which is broadly defined and includes pipelines and facilities used to explore for, produce or process petroleum. Some other states and territories also provide separate safety obligations in relation to pipelines. The Health and Safety in Employment Act 1992 and its associated regulations deal with the health and safety aspects of all companies operating in New Zealand, and include specific requirements for companies operating in the energy industry. This regime is currently being reviewed, with a new Health and Safety at Work Act modelled on the Australian regime expected to come into force in April 2015.

Carbon pricing and renewable energy target Carbon pricing in Australia and New Zealand In Australia, the carbon pricing mechanism that was established as part of the Clean Energy Act 2011 was repealed on 17 July 2014. The repeal is effective from 1 July 2014 so that no liability exists for the 2014-15 year onwards. Origin is required to pass on the benefits of repealing the carbon price to its customers. Obligations to report greenhouse gas emissions under the National Greenhouse and Energy Reporting Act 2007 will continue.

95 The Australian Government’s proposed replacement policy for the carbon pricing mechanism, known as “Direct Action” has not yet been legislated. A White Paper was published in April 2014 which gave general guidance on the design features of the policy. It indicated that some aspects of Origin’s business activities may be affected by the proposed policy, such as electricity generation and natural gas production. The details of the policy will require legislation but the White Paper has given guidance that the proposed “safeguard mechanism” in the policy will encourage businesses to keep emissions within historical baselines and that specific provision will be made for new projects. The policy is not designed to raise revenue. The White Paper also indicated that the aspects of the scheme most relevant to Origin’s business will not apply until 1 July 2015 at the earliest. In New Zealand, Origin is required to purchase emission units which reflect its emissions associated with the quantity of natural gas Origin produces in order to satisfy obligations under the New Zealand Emissions Trading Scheme (NZ ETS). The NZ ETS was placed into a transition phase by the incoming government after the 2008 general election to protect domestic emitters from full obligations under the NZ ETS. While this transition period was due to expire on 31 December 2012, it has subsequently been extended indefinitely. During this period there is a price cap of NZ$25 per tonne of carbon dioxide (or equivalent) emissions. Further, during this transition phase liable parties are only required to surrender half the number of New Zealand emissions units required under the NZ ETS. This two-for-one deal means that the effective price cap for carbon under the NZ ETS is NZ$12.50. In December 2013, the New Zealand government announced that it would restrict the use of some types of Kyoto Protocol emission units within the NZ ETS. After 31 May 2015, New Zealand Units must be used to meet surrender obligations under the NZ ETS.

Renewable energy target in Australia In Australia, the Renewable Energy (Electricity) Act 2000 imposes a liability on acquirers of electricity (such as electricity retailers) to surrender a given number of certificates to the Clean Energy Regulator each year. The scheme is known as the Renewable Energy Target but now comprises two schemes — a Large-scale Renewable Energy Target (LRET), which supports large scale projects such as wind farms and the Small-scale Renewable Energy Scheme (SRES) which supports the installation of small-scale renewable energy sources such as roof-top solar photovoltaic systems. Certificates generated under the LRET are known as Large-scale Generation Certificates (LGCs) and under the SRES as Small-scale Technology Certificates (STCs). Each certificate is equivalent to 1 MWh of renewable energy. The annual Australian wide scheme targets are established in legislation and expressed in GWh. The targets increase progressively and are intended to achieve the Australian Government’s goal of 20 per cent. renewable energy in 2020. The quantity of certificates to be surrendered by each liable party each year is equal to the volume of electricity acquired in that year, multiplied by the renewable power percentage for that year. The renewable power percentage is set by ministerial regulation and reflects the overall targets that are contained in the legislation. There are separate percentages required for the LRET and SRES. Certificates can be created or purchased. If Origin cannot develop sufficient renewable generation or purchase a supply of certificates to achieve this obligation, Origin will be required to pay penalties that it may not be able to pass on to customers. The LRET and SRES are currently under review, with a report expected to be presented to Government in the second half of calendar 2014. In some states, there are also renewable energy feed-in tariffs, and mandatory energy efficiency schemes, which electricity retailers are required to administer and/or contribute to the costs.

96 BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT TEAM OF THE GUARANTOR

Board of Directors The business address of each director of the Guarantor is the Guarantor’s registered office at Level 45, Australia Square, 264-278 George Street, Sydney NSW, Australia. There are no potential conflicts of interest between the duties to the Guarantor of the persons listed below and their private interests or other duties.

Gordon Cairns Independent Non-executive Chairman Gordon Cairns joined the Board of the Company on 1 June 2007 and became Chairman in October 2013. He is Chairman of the Risk and Nomination Committees and the Origin Foundation and a member of the Remuneration, Audit and Health, Safety and Environment Committees. He has extensive Australian and international experience as a senior executive, as Chief Executive Officer of Lion Nathan Ltd, and has held senior management positions in marketing, operations and finance with PepsiCo, Cadbury Ltd and Nestle. Gordon is Chairman of Quick Service Restaurant Group and Non-executive Director of World Education Australia. He is also a senior advisor to McKinsey & Company. He was previously Chairman of David Jones Ltd (March 2014-August 2014), Rebel Group (2010-2012), a Director of The Centre for Independent Studies and Director of Westpac Banking Corporation (July 2004-December 2013). Gordon holds a Master of Arts (Honours) from the University of Edinburgh.

Grant King Managing Director Grant King was appointed Managing Director of the Company at the time of its demerger from Boral Ltd in February 2000, and was Managing Director of Boral Energy from 1994. Grant is a member of the Company’s Risk and Health, Safety & Environment Committees. Prior to joining Boral, he was General Manager, AGL Gas Companies. Grant is Chairman of Contact Energy Ltd (since October 2004), a councillor of the Australian Petroleum Production and Exploration Association, a Director of the Business Council of Australia and Chairman of the Business Council of Australia Infrastructure & Sustainability Growth Committee. He is a former Director of Envestra Ltd (1997-2007) and former Chairman of the Energy Supply Association of Australia Ltd. Grant is a Fellow of the Australian Institute of Company Directors. Grant has a Civil Engineering degree from the University of New South Wales and a Master of Management from the University of Wollongong.

John Akehurst Independent Non-executive Director John Akehurst joined the Board of the Company in April 2009 and is Chairman of the Health, Safety & Environment Committee and a member of the Nomination and Risk Committees. His executive career was in the upstream oil and gas and LNG industries, initially with Royal Dutch Shell and then as Chief Executive of Woodside Petroleum Ltd. John is currently a member of the Board of the Reserve Bank of Australia and a Director of CSL Ltd (since August 2003) and Transform Exploration Pty Ltd. He is Chairman of the National Centre for Asbestos Related Diseases and of the Fortitude Foundation, a former Chairman of Alinta Ltd and Coogee Resources Ltd and a former Director of Oil Search Ltd, Securency Ltd and the University of Western Australia Business School. John holds a Masters in Engineering Science from Oxford University and is a Fellow of the Institution of Mechanical Engineers.

Bruce Beeren Non-executive Director Bruce Beeren joined the Board of the Company as an Executive Director in March 2000. He retired as an executive on 31 January 2005 and continues on the Board as a Non-executive Director. He is a member of the Remuneration and Risk Committees. With over 35 years experience in the energy industry, Bruce was Chief Executive Officer of VENCorp, the Victorian gas system operator, and held several senior management positions at AGL, including Chief Financial

97 Officer. He is a Director of Veda Group Ltd (since October 2013), Contact Energy Ltd (since October 2004), Equipsuper Pty Ltd (since August 2002) and The Hunger Project Australia Pty Ltd (since August 2008). He is a former Director of ConnectEast Group (2009-2011), Coal & Allied Industries Ltd (2004-2011), Envestra Ltd (2000-2007) and Veda Advantage Ltd (2004-2007). Bruce has degrees in Science (from ANU), and Commerce and a Master of Business Administration (both from the University of New South Wales). He is a Fellow of CPA Australia and the Australian Institute of Company Directors.

Bruce Morgan Independent Non-executive Director Bruce Morgan joined the Board of the Company in November 2012 and is Chairman of the Audit Committee and a member of the Health, Safety & Environment, Nomination and Risk Committees. Bruce served as Chairman of the Board of PricewaterhouseCoopers (PwC) Australia between 2005 and 2012. In 2009 he was elected as a member of the PwC International Board serving a four year term. He was previously Managing Partner of PwC’s Sydney and Brisbane offices. An audit partner of the firm for over 25 years, he was focused on the financial services and energy and mining sectors leading some of the firm’s most significant clients in Australia and internationally. He is Chairman of Sydney Water Corporation (since October 2013), a Non-executive Director of Caltex Australia Ltd (since June 2013) and a Director of the University of NSW Foundation, the European Australian Business Council and of Redkite. Bruce has a Bachelor of Commerce (Accounting and Finance) from the University of NSW. He is a Fellow of Chartered Accountants Australia and New Zealand and of the Australian Institute of Company Directors.

Karen Moses Executive Director, Finance and Strategy Karen Moses joined the Board of the Company in March 2009 and is a member of the Risk Committee. She is responsible for the finance, tax and accounting functions, interactions with capital markets and for information technology. In addition she oversees corporate strategy and transactional activity, and overall risk including health, safety and environment, commodity risk, compliance and insurance. Karen also sits on the Boards of Australia Pacific LNG and Contact Energy and oversees the Origin’s international development opportunities. Karen has over 30 years experience in the energy industry spanning oil, gas, electricity and coal commodities and upstream production, supply and downstream marketing operations. This experience has been gained both within Australia and overseas. Karen has worked with Origin (formerly Boral Energy) since 1994 and prior to that Exxon and BP. Karen is a Director of Contact Energy Ltd (since October 2004), SAS Trustee Corporation (since March 2012) and Sydney Dance Company. Karen is a former Director of Energía Andina S.A., Australian Energy Market Operator Ltd (2009-2012), Energy and Water Ombudsman (Victoria) Ltd, Australian Energy Market Operator (Transitional) Ltd and VENCorp (2007-2009). Karen holds a Bachelor of Economics and a Diploma of Education from the University of Sydney.

Ralph Norris KNZM Independent Non-executive Director Ralph Norris joined the Board of the Company in April 2012. He is a member of the Audit, Remuneration and Risk Committees. Ralph retired as Managing Director and Chief Executive Officer of the Commonwealth Bank of Australia in November 2011 following a 40 year career in business and the banking sector in Australia and New Zealand. During his career he had a number of senior executive roles including Chief Executive Officer of ASB Bank and Air New Zealand Ltd. He is a Director of Fletcher Building Ltd (since April 2014), Fonterra Ltd (since May 2012), New Zealand Treasury, FSF Funds Management Ltd, the Advisory Board of Tax Management Ltd and Families Inc and a former Director of the Business Council of Australia, the International Monetary Conference, Chairman of Sovereign Insurance Ltd, the New Zealand Bankers’ Association, New Zealand Business Roundtable and the Australian Bankers’ Association. He is a member of the New Zealand Olympic Advisory Committee, the Juvenile Diabetes Research Foundation Advisory Board and the Auckland University Council.

98 Ralph was awarded an honorary doctorate by the University of New South Wales in 2013. He was made a Knight Companion of the New Zealand Order of Merit in 2009 and a Distinguished Companion of the New Zealand Order of Merit for services to business in 2006. He is a Fellow of the New Zealand Institute of Management and a Fellow of the New Zealand Computer Society.

Helen Nugent AO Independent Non-executive Director Helen Nugent joined the Board of Origin in March 2003. She is Chairman of the Remuneration Committee and a member of the Audit, Risk and Nomination Committees. She was Chairman of the Audit Committee until early 2013. Helen has significant experience in the financial services and resources sector. She is Chairman of Funds SA, the $24 billion investment fund of the South Australian Government, and Veda Group Ltd (since September 2013). She was a Non-Executive Director of Macquarie Group (August 2007-July 2014) and Macquarie Bank (June 1999 July 2014), Chairman of Swiss Re Life and Health (Australia) (20012010) and Director of Strategy at Westpac Banking Corporation. As a partner with McKinsey & Company she specialised in the banking and mining sectors, including working over an extended period with a leading global resources company. She is committed to giving back to society, which she does in education and the arts. In education, she is President of Cranbrook School and Chancellor of Bond University. In the arts, she is Chairman of the National Portrait Gallery. Helen has a Bachelor of Arts (Hons), a Doctorate of Philosophy in Indian history and an Honorary Doctorate in Business from the University of Queensland. She also holds a Master of Business Administration (with Distinction) from the Harvard Business School. She is a Fellow of the Australian Institute of Company Directors.

Maxine Brenner Independent Non-executive Director Maxine Brenner joined the Board of the Company in November 2013. She is a member of the Audit, and Risk Committees. Maxine is a Non-executive Director of Orica Limited and Qantas Airways Limited. She is also an Independent Director and Chairman of the Audit and Risk committee for Growthpoint Properties Australia. Maxine was formerly a Managing Director of Investment Banking at Investec Bank (Australia) Limited. Prior to Investec, Maxine was a Lecturer in Law at the University of NSW and a lawyer at Freehills, specialising in corporate law. Her former directorships include Treasury Corporation of NSW, Neverfail Springwater Limited, Federal Airports Corporation, where she was Deputy Chair, and Bulmer Australia Limited. In addition, Maxine has served as a member of the Takeovers Panel. Maxine holds a Bachelors of Arts and a Bachelors of Law from the University of NSW.

Executive Management Team

Grant King Managing Director Refer to Board of Directors section above for biographical details.

Karen Moses Executive Director, Finance and Strategy Refer to Board of Directors section above for biographical details.

David Baldwin Chief Executive Officer, LNG David Baldwin joined Origin in May 2006 and is responsible for the LNG segment including Origin’s interests in Australia Pacific LNG as operator of the Upstream and Pipeline components of the joint venture. Prior to being appointed to his current role in December 2012, he was Chief Development Officer. Until April 2011, David was Managing Director of Contact Energy in New Zealand, in which Origin has a 53.1 per cent. interest. He continues to serve on the Board of the Company. Before joining Origin, David held senior roles with MidAmerican Energy Holdings Company in Asia and the United States, and with Shell in New Zealand and the Netherlands. David holds a Master of Business Administration from Victoria University and a Bachelor of Engineering (Chemical) from Canterbury University.

99 Dennis Barnes Chief Executive Officer, Contact Energy Dennis Barnes was appointed Chief Executive Officer in April 2011. Prior to joining Contact Energy, he was General Manager Energy Risk Management at Origin, based in Sydney. Dennis started with Origin in 1998 and over that time has led the sales, systems development, gas trading and generation operations departments. Dennis has guided Origin’s significant and expanding operations in wholesale markets. Before that, Dennis worked in a number of positions operating in international energy markets, including managerial roles at Scottish and English electricity companies.

Frank Calabria Chief Executive Officer, Energy Markets Frank Calabria joined Origin as Chief Financial Officer in November 2001 and was appointed Chief Executive Officer Energy Markets in March 2009. In this role, Frank is responsible for the integrated operations within Australia including power generation and natural gas, electricity and LPG trading and retailing. Prior to joining Origin, Frank held roles with Pioneer International Limited, Hanson plc and Hutchison Telecommunications. Frank is a director of the Energy Supply Association of Australia. He has a Bachelor of Economics from Macquarie University and a Master of Business Administration (Executive) from the Australian Graduate School of Management. Frank is also a Fellow of the Institute of Chartered Accountants of Australia and a Fellow of the Financial Services Institute of Australasia.

Andrew Clarke Group General Counsel and Company Secretary Andrew Clarke joined Origin in May 2009 and is responsible for the company secretarial and legal functions. He was a partner of a national law firm for 15 years and was Managing Director of a global investment bank for more than two years prior to joining Origin. Andrew has a Bachelor of Laws (Hons) and a Bachelor of Economics from Sydney University and is a member of the Australian Institute of Company Directors.

Phil Craig Executive General Manager, Corporate Affairs Phil Craig joined Origin in May 2001 and was appointed Executive General Manager Corporate Affairs in March 2012. In this role, Phil has responsibility for Origin’s brand and reputation, government and media relations, policy development and sustainability, and the Origin Foundation. Previously, Phil held roles leading Origin’s Retail business, and in marketing, strategy and project management. Prior to Origin, Phil worked in the banking, telecommunications and consulting sectors; he has a Bachelor of Commerce from the University of Melbourne, and a Master of Business Administration with Distinction from Warwick Business School (UK).

Carl McCamish Executive General Manager, People and Culture Carl McCamish joined Origin in March 2008 and is responsible for the Company’s human resources strategy. Carl was previously Executive General Manager Corporate Development and subsequently Executive General Manager Corporate Affairs. Before joining Origin, Carl was head of strategic development at the private equity firm, Terra Firma. He was previously Senior Energy Advisor in the United Kingdom Prime Minister’s Strategy Unit and was deputy head of the 2006 UK Energy Review. Before that he worked at McKinsey & Co management consultants. Carl has a Bachelor of Arts and Law from the University of Melbourne and a Masters in Industrial Relations and Labour Economics from Oxford University where he was a Rhodes Scholar.

Paul Zealand Chief Executive Officer, Upstream Paul Zealand joined Origin in 2005 and manages the Company’s portfolio of oil and gas assets in Australia, New Zealand, and internationally. He is also responsible for Origin’s exploration activities focused on the long-term growth and development of the Upstream business. Prior to joining Origin, Paul was Country Chairman and General Manager of Shell in New Zealand, and has more than 35 years’ global oil and gas experience. Paul holds a Master of Business Administration (with distinction) and Bachelor of Science (Mechanical — Honours), is a Vice President of the Queensland Resources Council, a Fellow of Engineers Australia and a member of the Australian Institute of Company Directors.

100 TAXATION

AUSTRALIAN TAXATION The following is a summary of the taxation treatment under the Income Tax Assessment Acts of 1936 and 1997 of Australia (together, the “Australian Tax Act”), at the date of this Prospectus, of interest paid on the Capital Securities and certain other matters. It is not exhaustive and, in particular, does not deal with the position of certain classes of Holders (including, dealers in securities, custodians or other third parties who hold the Capital Securities on behalf of any absolute beneficial owner of Capital Securities). The following is a general guide and should be treated with appropriate caution. Prospective Holders should consult their professional advisers on the tax implications of an investment in the Capital Securities for their particular circumstances.

Interest withholding tax Division 974 of the Australian Tax Act contains tests for characterising debt (for all entities) and equity (for companies) for Australian tax purposes, including for the purposes of dividend withholding tax and Australian interest withholding tax imposed under Division 11A of Part III of the Australian Tax Act (IWT) on Holders who are not residents of Australia for tax purposes. The Issuer expects the Capital Securities to be characterised as “debt interests” for the purposes of the tests contained in Division 974, such that the interest paid on the Capital Securities are to be treated as “interest” for the purpose of section 128F of the Australian Tax Act. On this basis, dividend withholding tax would not be relevant to interest paid on the Capital Securities to holders who are not residents of Australia for tax purposes. An exemption from IWT is available in respect of interest paid on the Capital Securities under section 128F of the Australian Tax Act if the following conditions are met: • The Issuer continues to be a resident of Australia when it issues the Capital Securities and when interest (as defined in section 128A(1AB) of the Australian Tax Act, which would include interest on the Capital Securities) is paid; • the Capital Securities are issued in a manner which satisfies the public offer test. There are five principal methods of satisfying the public offer test, the purpose of which is to ensure that investors in capital markets are aware that the Issuer is offering the Capital Securities for issue. In summary, the five methods are: – offers to 10 or more unrelated financiers or securities dealers; – offers to 100 or more investors; – offers of listed Capital Securities; – offers via publicly available information sources; and – offers to a dealer, manager or underwriter who offers to sell those Capital Securities within 30 days by one of the preceding methods. The public offer test would be satisfied in this case by the listing of the Capital Securities on the Luxembourg Stock Exchange and by the circulation of this Prospectus; • The Issuer does not know, or have reasonable grounds to suspect, at the time of issue, that the Capital Securities or interests in the Capital Securities were being, or would later be, acquired, directly or indirectly, by an “associate” (as defined in section 128F of the Australian Tax Act) of the Issuer, except as permitted by section 128F(5) of the Australian Tax Act; and • at the time of the payment of interest on the Capital Securities, the Issuer does not know, or have reasonable grounds to suspect, that the payee is an “associate” (as defined in section 128F of the Australian Tax Act) of the Issuer, except as permitted by section 128F(6) of the Australian Tax Act.

Compliance with section 128F of the Australian Tax Act The Issuer intends to issue the Capital Securities in a manner that satisfies the requirements of the exemption from Australian IWT outlined above. Pursuant to the Subscription Agreement with the Issuer, the Joint Lead Managers agree that they will not sell any Capital Securities to any person that they know or have reasonable grounds to suspect is an Offshore Associate of the Issuer. An “Offshore Associate” means an associate (as defined in section 128F of the Australian Tax Act) of the Issuer that is either a non-resident of the

101 Commonwealth of Australia that does not acquire the Capital Securities in carrying on a business at or through a permanent establishment in Australia or alternatively, a resident of Australia that acquires the Capital Securities in carrying on business at or through a permanent establishment outside of Australia (other than, in either case, such an associate acting in the capacity of a dealer, manager or underwriter in relation to the placement of the Capital Securities or in the capacity of a clearing house, custodian, funds manager or responsible entity of a registered scheme within the meaning of the Corporations Act). If any employee of a Joint Lead Manager effecting the sale, or otherwise directly involved in the sale of the Capital Securities, does not know, or does not have reasonable grounds to suspect, that a person is an Offshore Associate, then the Joint Lead Manager is not obliged to make positive inquiries of that person, to confirm that person is not such an Offshore Associate. On that basis, no deduction or withholding in respect of Australian interest withholding tax should be required to be made from any payment of interest or redemption amounts made by the Issuer in respect of the Capital Securities or by the Guarantor in respect of those amounts.

Other tax matters Under Australian laws as presently in effect: • income tax — offshore Holders — assuming the requirements of section 128F of the Australian Tax Act are satisfied with respect to the Capital Securities, payments of interest (as defined in section 128A(1AB) of the Australian Tax Act, including interest and certain parts of redemption amounts or the buy-back price in respect of the Capital Securities and payments under the Guarantee in respect of those amounts) to a Holder who is a non-resident of Australia and who, during the taxable year, does not hold the Capital Securities in the course of carrying on business at or through a permanent establishment in Australia, will not be subject to Australian income taxes; and • gains on disposal of Capital Securities — offshore Holders — a Holder who is a non-resident of Australia and who has not at any time held the Capital Securities in the course of carrying on business at or through a permanent establishment in Australia, will not be subject to Australian income tax on gains realised during that year on sale of the Capital Securities, provided such gains do not have an Australian source. A gain arising on the sale of Capital Securities by a non-Australian resident Holder to another non-Australian resident where the Capital Securities are sold outside Australia and all negotiations are conducted, and documentation executed, outside Australia would not generally be regarded as having an Australian source; and • gains on redemption or buy-back of Capital Securities — offshore Holders — a Holder who is a non- resident of Australia and who has not at any time held the Capital Securities in the course of carrying on business at or through a permanent establishment in Australia, will not be subject to Australian income tax on gains realised during that year on the redemption or buy-back of the Capital Securities (or payments under the Guarantee in respect of those amounts), provided such gains do not have an Australian source. If such a gain did have an Australian source, the amount by which the redemption amount or buy-back price exceeds the amount of capital originally subscribed for the Capital Securities should not be subject to Australian income tax. It is not clear that in all circumstances a gain on the redemption or buy-back of the Capital Securities, in addition to the amount by which the redemption amount or buy-back price exceeds the amount of capital originally subscribed for the Capital Securities (e.g. by virtue of Capital Securities having been purchased on-market at an amount below their issue price), would not have an Australian source, but if it did and would otherwise be subject to Australian income tax, a Holder who is a non- resident of Australia may be entitled to exemption from that tax under an applicable double tax treaty between Australia and the country of residence of that Holder, depending upon the terms of the applicable treaty and that Holder’s individual circumstances; and • income tax — Australian resident Holders — Interest received by Australian resident Holders in respect of the Capital Securities should generally be included in their assessable income. The timing and basis on which interest would be included in the assessable income of the Australian resident Holder would depend on their tax profile; in particular whether and how the taxation of financial arrangements (TOFA) rules in Division 230 of the Australian Tax Act applied to the Holder (noting that: (a) if the Issuer elects to defer payments of interest on the Capital Securities then the Capital Securities may be subject to the TOFA rules notwithstanding that a Holder is not otherwise subject to the TOFA rules; and (b) the Australian Commissioner of Taxation may take the view that the Capital Securities are subject to the TOFA rules even if the Issuer never so elects); and • gains or losses on disposal, redemption or buy-back of Capital Securities — Australian resident Holders — Gains made by Australian resident Holders on disposal, redemption or buy-back of the Capital Securities would either be included in their assessable income or included in their net capital gain

102 calculation and losses would either be allowed as deductions or included in their net capital gain calculation. The timing and basis on which assessable income would be recognised and deductions allowed would depend on the tax profile of the Australian resident Holder; in particular whether and how the TOFA rules in Division 230 of the Australian Tax Act applied to the Holder (noting that: (a) if the Issuer elects to defer payments of interest on the Capital Securities then the Capital Securities may be subject to the TOFA rules notwithstanding that a Holder is not otherwise subject to the TOFA rules; and (b) the Australian Commissioner of Taxation may take the view that the Capital Securities are subject to the TOFA rules even if the Issuer never so elects); and • deemed interest — there are specific rules that can apply to treat a portion of the purchase price of Capital Securities as interest for withholding tax purposes when certain Capital Securities originally issued at a discount or with a maturity premium or which do not pay interest at least annually are sold to an Australian resident (who does not acquire them in the course of carrying on business at or through a permanent establishment outside Australia) or a non-resident who acquires them in the course of carrying on business at or through a permanent establishment in Australia. These rules do not apply in circumstances where the deemed interest would have been exempt under section 128F of the Australian Tax Act if the Capital Securities had been held to maturity by a non-resident; and • death duties — no Capital Securities will be subject to death, estate or succession duties imposed by Australia, or by any political subdivision or authority therein having power to tax, if held at the time of death; and • stamp duty — no stamp duty will be payable by a Holder on the acquisition or transfer of the Capital Securities so long as the Capital Securities are quoted on the Luxembourg Stock Exchange (as this Prospectus states is the Issuer’s intention) and no Holder (on an associate-inclusive basis) holds an interest (as respectively defined in the landholder stamp duty provisions of any Australian jurisdiction) of 50 per cent. or more in the Issuer; and • other withholding taxes on payments in respect of Capital Securities — section 12-140 of the Taxation Administration Act 1953 of Australia (the Taxation Administration Act) imposes a type of withholding tax at the rate of (currently) 49 per cent on the payment of dividends on certain registered securities unless the relevant payee has quoted an Australian tax file number (TFN), (in certain circumstances) an Australian Business Number (ABN) or proof of some other exemption (as appropriate). Assuming the requirements of section 128F of the Australian Tax Act are satisfied with respect to the Capital Securities, then the requirements of section 12-140 do not apply to payments to the Holder of Capital Securities in registered form who is not a resident of Australia and not holding those Capital Securities in the course of carrying on business at or through a permanent establishment in Australia. Payments to other classes of Holders of Capital Securities in registered form may be subject to a withholding where the Holder does not quote a TFN, ABN or provide proof of an appropriate exemption (as appropriate); and • supply withholding tax — payments in respect of the Capital Securities can be made free and clear of the “supply withholding tax” imposed under section 12-190 of the Taxation Administration Act; and • goods and services tax (GST) — neither the issue nor receipt of the Capital Securities will give rise to a liability for GST in Australia on the basis that the supply of Capital Securities will comprise either an input taxed financial supply or (in the case of an offshore subscriber) a GST-free supply. Furthermore, neither the payment of interest, the redemption amount or the buy-back price by the Issuer or the Guarantor, nor the disposal of the Capital Securities, would give rise to any GST liability in Australia; and • additional withholdings from certain payments to non-residents — Section 12-315 of the Taxation Administration Act gives the Governor-General power to make regulations requiring withholding from certain payments to non-residents. However, section 12-315 expressly provides that the regulations will not apply to interest and other payments which are already subject to the current interest withholding tax rules or which are specifically exempt from those rules. Further, regulations may only be made if the responsible minister is satisfied the specified payments are of a kind that could reasonably relate to assessable income of foreign residents. The regulations promulgated prior to the date of this Prospectus are not relevant to any payments in respect of the Capital Securities. Any further regulations should also not apply to any payments in respect of the Capital Securities, as in the absence of any issue discount, such amounts will generally not be reasonably related to assessable income. The possible application of any future regulations to the proceeds of any sale of the Capital Securities is not clear; and • garnishee directions — the Australian Commissioner of Taxation may give a direction under section 255 of the Australian Tax Act or section 260-5 of the Taxation Administration Act or any similar provision requiring the Issuer or the Guarantor to deduct from any payment to any other party (including any Holder) any amount in respect of tax payable by that other party; and

103 • taxation of foreign exchange gains and losses — Divisions 230, 775 and 960 of the Australian Tax Act contain rules to deal with the taxation consequences of foreign exchange transactions. The rules are complex and may apply to any Holders who are Australian residents or non-residents that hold the Capital Securities in the course of carrying on business in Australia. Any such Holder should consult their professional advisers for advice as to how to tax account for any foreign exchange gains or losses arising from their holding of the Capital Securities.

EUROPEAN UNION TAXATION The following relates only to the EU Savings Directive. It does not deal with any other European Union taxation implications of acquiring, holding or disposing of Capital Securities. The tax treatment of prospective Securityholders in Member States of the European Union depends on their individual circumstances and may be subject to change in the future. Prospective Holders who may be unsure as to their tax position should seek their own professional advice. Under the Savings Directive, EU Member States are required to provide to the tax authorities of other EU Member States details of certain payments of interest or similar income paid or secured by a person established in an EU Member State to or for the benefit of an individual resident in another EU Member State or certain limited types of entities established in another EU Member State. On 24 March 2014, the Council of the European Union adopted the Amending Directive which amends and broadens the scope of the requirements described above. EU Member States are required to apply these new requirements from 1 January 2017. The changes will expand the range of payments covered by the Savings Directive, in particular to include additional types of income payable on securities. The Amending Directive will also expand the circumstances in which payments that indirectly benefit an individual resident in an EU Member State must be reported or paid subject to withholding. This approach will apply to payments made to, or secured for, persons, entities or legal arrangements (including trusts) where certain conditions are satisfied, and may in some cases apply where the person, entity or arrangement is established or effectively managed outside of the European Union. For a transitional period, Luxembourg and Austria are required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (subject to a procedure whereby, on meeting certain conditions, the beneficial owner of the interest or similar income may request that no tax be withheld). The changes referred to above will broaden the types of payments subject to withholding in those EU Member States which still operate a withholding system when they are implemented. In April 2013, the Luxembourg Government announced its intention to abolish the withholding system with effect from 1 January 2015, in favour of automatic information exchange under the Savings Directive. The end of the transitional period is dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries. A number of non-EU countries and territories have adopted similar measures.

FATCA DISCLOSURE Foreign Account Tax Compliance Act Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 (FATCA) impose a new reporting regime and potentially a 30 per cent. withholding tax with respect to certain payments to (i) any non-U.S. financial institution (a foreign financial institution,orFFI (as defined by FATCA)) that does not become a Participating FFI by entering into an agreement with the U.S. Internal Revenue Service (IRS) to provide the IRS with certain information in respect of its account holders and investors or is not otherwise exempt from or in deemed compliance with FATCA and (ii) any investor (unless otherwise exempt from FATCA) that does not provide information sufficient to determine whether the investor is a U.S. person or should otherwise be treated as holding a “United States account”. The Issuer may be classified as an FFI. The new withholding regime has begun to be phased in beginning 1 July 2014 for certain payments from sources within the United States and will apply to foreign passthru payments (a term not yet defined) no earlier than 1 January 2017. This withholding would potentially apply to payments in respect of (i) any securities characterised as debt (or which are not otherwise characterised as equity and have a fixed term) for U.S. federal tax purposes that are issued on or after the grandfathering date, which is the date that is six months after the date on which final U.S. Treasury regulations defining the term foreign passthru payment are filed with the Federal Register, or which are materially modified on or after the grandfathering date and (ii) any securities characterised as equity or which do not have a fixed term for U.S. federal tax purposes, whenever issued. If impacted securities are issued before the grandfathering date, and additional securities of the same series are

104 issued on or after that date, the additional securities may not be treated as grandfathered, which may have negative consequences for the existing securities, including a negative impact on market price. The Issuer may treat the Capital Securities as equity for U.S. federal tax purposes and, thus, may be required to withhold from payments in respect of Capital Securities to the extent such payments are treated as foreign passthru payments, regardless of their issue date. The United States and a number of other jurisdictions have entered into, or have agreed in principle to, intergovernmental agreements to facilitate the implementation of FATCA (each, an IGA). Pursuant to FATCA and the “Model 1” and “Model 2” IGAs released by the United States, an FFI in an IGA signatory country could be treated as a Reporting FI not subject to withholding under FATCA on any payments it receives. Further, an FFI in a Model 1 IGA jurisdiction would generally not be required to withhold under FATCA or an IGA (or any law implementing an IGA) (any such withholding being FATCA Withholding) from payments it makes. The Model 2 IGA leaves open the possibility that a Reporting FI might in the future be required to withhold as a Participating FFI on foreign passthru payments. Under each Model IGA, a Reporting FI would still be required to report certain information in respect of its account holders and investors to its home government or to the IRS, as applicable. The United States and Australia have entered into an agreement (the US-Australia IGA) based largely on the Model 1 IGA. If the Issuer were to be treated as an FFI it expects that it would be treated as a Reporting FI pursuant to the US-Australia IGA and does not anticipate being obliged to deduct any FATCA Withholding from payments it makes. There can be no assurance, however, that the Issuer would be treated as a Reporting FI, or that it would not be required to deduct FATCA Withholding from payments it makes in the future. The Issuer and financial institutions through which payments on the Capital Securities are made may be required to withhold FATCA Withholding if any FFI through or to which payment on the Capital Securities is made is not a Participating FFI, a Reporting FI, or otherwise exempt from or in deemed compliance with FATCA. Whilst the Capital Securities are in global form and held within the ICSDs, it is expected that FATCA will not affect the amount of any payments made under, or in respect of, the Capital Securities by the Issuer, the Guarantor, any paying agent and the common depositary, given that each of the entities in the payment chain between the Issuer (or Guarantor) and the participants in the ICSDs is a major financial institution whose business is dependent on compliance with FATCA and that any alternative approach introduced under an IGA will be unlikely to affect the Capital Securities. The documentation expressly contemplates the possibility that the Capital Securities may go into definitive form and therefore that they may be taken out of the ICSDs. If this were to happen, then a non-FATCA compliant holder could be subject to FATCA Withholding. However, Definitive Certificates will only be printed in remote circumstances. FATCA is particularly complex and its application is uncertain at this time. The above description is based in part on regulations, official guidance and model IGAs, all of which are subject to change or may be implemented in a materially different form. The summary of FATCA set out above is for general information purposes only, and is not intended to be relied upon, and cannot be relied upon, by investors for the purpose of avoiding penalties that may be imposed under the U.S. Internal Revenue Code. Prospective investors should consult their tax advisers on how these rules may apply to the Issuer and the Guarantor and to payments they may receive in connection with the Capital Securities.

105 SUBSCRIPTION AND SALE

Barclays Bank PLC, Goldman Sachs International and UBS Limited (the Joint Lead Managers) have, pursuant to a subscription agreement (the Subscription Agreement) dated 12 September 2014, jointly and severally agreed to subscribe or procure subscribers for the Capital Securities at the issue price of 99.627 per cent. of the Principal Amount of the Capital Securities (the Issue Price), less a commission. The Issuer, failing whom the Guarantor, will also reimburse the Joint Lead Managers in respect of certain of their expenses, and have jointly and severally agreed to indemnify the Joint Lead Managers against certain liabilities, incurred in connection with the issue and offer of the Capital Securities. The Subscription Agreement may be terminated in certain circumstances prior to payment to the Issuer.

United States The Capital Securities and the Guarantee have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. The Capital Securities are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and regulations thereunder. Each Joint Lead Manager has represented, warranted and agreed that, except as permitted by the Subscription Agreement, it will not offer, sell or deliver the Capital Securities (a) as part of their distribution at any time or (b) otherwise until 40 days after the later of the commencement of the offering and the Closing Date within the United States or to, or for the account or benefit of, U.S. persons and that it will have sent to each dealer to which it sells any Capital Securities during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Capital Securities and the Guarantee within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. In addition, until 40 days after the commencement of the offering, an offer or sale of Capital Securities within the United States by any dealer that is not participating in the offering may violate the registration requirements of the Securities Act.

United Kingdom Each Joint Lead Manager has represented, warranted and agreed that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Acts 2000 (the FSMA) received by it in connection with the issue or sale of any Capital Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer and the Guarantor; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Capital Securities in, from or otherwise involving the United Kingdom.

Commonwealth of Australia No prospectus or other disclosure document (as defined in the Corporations Act of Australia 2001 (Corporations Act)) in relation to the Capital Securities has been or will be lodged with ASIC. Each Joint Lead Manager has represented, warranted and agreed that it: (a) has not (directly or indirectly) offered, and will not offer for issue or sale and has not invited, and will not invite, applications for issue, or offers to purchase, the Capital Securities (including interests or rights in Capital Securities held in Euroclear or Clearstream, Luxembourg or any other clearing system) in, to or from Australia (including an offer or invitation which is received by a person in Australia); and (b) has not distributed or published, and will not distribute or publish, any information memorandum, advertisement or other offering material relating to the Capital Securities in Australia, unless (i) the offer or invitation otherwise does not require disclosure to investors in accordance with Part 6D.2 or 7.9 of the Corporations Act of Australia, (ii) such action complies with all applicable laws, regulations and directives (including without limitation the licensing requirements set out in Chapter 7 of the Corporations Act), (iii) such action does not require any document to be lodged with ASIC and (iv) the offer or invitation is not made to a person who is a “retail client” within the meaning of section 761G of the Corporations Act.

106 France Each Joint Lead Manager has represented, warranted and agreed that it has not offered or sold and will not offer or sell, directly or indirectly, any Capital Securities to the public in France and it has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the Prospectus or any other offering material relating to the Capital Securities and such offers, sales and distributions have been and will be made in France only to (a) persons providing investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers), and/or (b) qualified investors (investisseurs qualifiés) and/or (c) a limited circle of investors (cercle restraint d’investisseurs) acting for their own account, as defined in, and in accordance with, Articles L.411-1, L.411-2, D.411-1, D.411-4, L.533-16 and L.533-20 of the French Monetary and Financial Code.

Hong Kong Each Joint Lead Manager has represented, warranted and agreed that: (a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Capital Securities other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and (b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Capital Securities, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Capital Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance.

Korea The Capital Securities have not been and will not be registered under the Financial Investment Services and Capital Markets Act of Korea and the decrees and regulations thereunder (the FSCMA). None of the Capital Securities may be offered, sold or delivered directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the FSCMA and the Foreign Exchange Transaction Law of Korea and the decrees and regulations thereunder (the FETL). Furthermore, the purchaser of the Capital Securities shall comply with all applicable regulatory requirements (including but not limited to requirements under the FETL) in connection with the purchase of the Capital Securities.

Italy The offering of the Capital Securities has not been registered with the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian securities legislation and, accordingly, each Joint Lead Manager has represented, warranted and agreed that any offer, sale or delivery of the Capital Securities or distribution of copies of the Prospectus or any other document relating to the Capital Securities in the Republic of Italy has been and will be effected in accordance with all Italian securities, tax and exchange control and other applicable laws and regulation. Moreover, and subject to the foregoing, each Joint Lead Manager has represented, warranted and agreed that any offer, sale or delivery of the Capital Securities or distribution of copies of this Prospectus or any other document relating to the Capital Securities in Italy must be: (a) made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Legislative Decree n. 58 of 24 February 1998, Legislative Decree No. 385 of 1 September 1993, CONSOB Regulation No. 16190 of 29 October 2007, all as amended; and (b) in compliance with any securities, tax, exchange control and any other applicable laws and regulations, including any limitation or requirement which may be imposed from time to time by CONSOB or the Bank of Italy or other competent authority. Any investor purchasing the Capital Securities in this offering is solely responsible for ensuring that any offer or resale of the Capital Securities it purchased in this offering occurs in compliance with applicable laws and regulations.

107 This Prospectus and the information contained herein are intended only for the use of its recipient and are not to be distributed to any third-party resident or located in Italy for any reason. No person resident or located in Italy other than the original recipients of this document may rely on it or its contents.

Japan The Capital Securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the FIEA) and each Joint Lead Manager has represented, warranted and agreed that it will not offer or sell any Capital Securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

The Netherlands The Capital Securities are and may not be offered in the Netherlands other than to persons or entities who or which are qualified investors as defined in Section 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht).

Singapore This Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore, and the Capital Securities will be offered pursuant to exemptions under the Securities and Futures Act, Chapter 289 of Singapore (the Securities and Futures Act). Accordingly, the Capital Securities may not be offered or sold or made the subject of an invitation for subscription or purchase nor may this Prospectus or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any Capital Securities be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (a) to an institutional investor pursuant to Section 274 of the Securities and Futures Act, (b) to a relevant person under Section 275(1) of the Securities and Futures Act or to any person pursuant to Section 275(1A) of the Securities and Futures Act and in accordance with the conditions specified in Section 275 of the Securities and Futures Act, or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act. Where the Capital Securities are subscribed or purchased under Section 275 of the Securities and Futures Act by a relevant person which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an individual who is an accredited investor, “securities” (as defined in Section 239(1) of the Securities and Futures Act) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the Capital Securities pursuant to an offer under Section 275 of the Securities and Futures Act except: (i) to an institutional investor or to a relevant person defined in Section 275(2) of the Securities and Futures Act or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the Securities and Futures Act; or (ii) where no consideration is or will be given for the transfer; or (iii) where the transfer is by operation of law; or (iv) pursuant to Section 276(7) of the Securities and Futures Act; or (v) as specified in Regulation 32 of the Securities and Futures (Offer of Investment) (Shares and Debentures) Regulations 2005 of Singapore.

Switzerland Each Joint Lead Manager has represented, warranted and agreed that: (a) it has not offered or sold, advertised or otherwise distributed, and will not offer, sell or advertise or otherwise distribute, the Capital Securities to any

108 investors, directly or indirectly in or from Switzerland other than on a non-public basis; (b) the Prospectus does not constitute a prospectus within the meaning of art 62a or art 1156 of the Swiss Code of Obligations (Schweizerisches Obligationenrecht) or simplified prospectus as such term is understood pursuant to article 5 of the Swiss Federal Act on Collective Investment Schemes (the CISA) or a listing prospectus within the meaning of the listing rules of the Six Swiss Exchange Ltd.; (c) the Prospectus or any other offering or marketing materials relating to the Capital Securities may only be distributed in or from Switzerland by way of private placement to qualified investors within the meaning of the CISA; and (d) neither this offering nor the Capital Securities have been or will be approved by any Swiss regulatory authority and investors in the Capital Securities will not benefit from the protection under the CISA or supervision by the Swiss regulatory authority.

New Zealand Each Joint Lead Manager has represented, warranted and agreed that it has not offered, sold or delivered and will not directly or indirectly offer, sell or deliver any Capital Security, and it has not distributed and will not distribute any prospectus, offering circular or advertisement in relation to any offer of Capital Securities, in New Zealand other than: (i) to persons who are each required to pay on acceptance of the offer a minimum subscription price of at least NZ$750,000 for the Capital Securities (disregarding any amount payable, or paid, out of money lent by the Issuer, the offer, or any associated person of the Issuer or offer); or (ii) in other circumstances where there is no contravention of the Securities Act 1978 or the Financial Markets Conduct Act 2013 of New Zealand (or any statutory modification or re-enactment of, or statutory substitution for, the Securities Act 1978 or the Financial Markets Conduct Act 2013 of New Zealand).

General No action has been taken by the Issuer, the Guarantor or any of the Joint Lead Managers that would, or is intended to, permit a public offer of the Capital Securities in any country or jurisdiction where any such action for that purpose is required. Accordingly, each Joint Lead Manager has undertaken that it will not, directly or indirectly, offer or sell any Capital Securities or have in its possession, distribute or publish any offering circular, prospectus, form of application, advertisement or other document or information in any country or jurisdiction except under circumstances that will, to the best of its knowledge and belief, result in compliance with any applicable laws and regulations and all offers and sales of Capital Securities by it will be made on the same terms.

109 GENERAL INFORMATION

Authorisation 1. The issue of the Capital Securities was duly authorised by a resolution of the Board of Directors of the Issuer dated 28 August 2014. The granting of the guarantee in respect of the Capital Securities was duly authorised by a resolution of a committee of the Board of Directors of the Guarantor dated 28 August 2014, which committee was constituted by a resolution of the Board of Directors of the Guarantor dated 20 August 2014.

Listing 2. Application has been made to the CSSF to approve this document as a prospectus and to the Luxembourg Stock Exchange for the Capital Securities to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). It is expected that official listing will be granted on or about 16 September 2014 subject only to the issue of the Global Certificate. The total expenses related to the admission to trading are estimated to be €7,100.

Clearing Systems 3. The Capital Securities have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The ISIN for this issue is XS1109795176 and the Common Code is 110979517. The address of Euroclear is Euroclear Bank S.A./N.V., 1 Boulevard du Roi Albert II, B-1210 Brussels and the address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L-1855 Luxembourg.

No Significant Change and No Material Adverse Change 4. There has been no significant change in the financial or trading position of the Guarantor since 30 June 2014 and there has been no material adverse change in the prospects of either the Guarantor or the Group since 30 June 2014. There has been no significant change in the financial or trading position of the Issuer since 30 June 2014 and there has been no material adverse change in the prospects of the Issuer since 30 June 2014.

Litigation 5. None of the Guarantor, the Issuer or any other member of the Group is or has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer or the Guarantor is aware) in the 12 months preceding the date of this Prospectus which may have or have had in recent past, a significant effect on the financial position or profitability of the Issuer or the Group.

Auditors 6. The auditors of the Issuer and the Guarantor are KPMG, whose audit partners are members of the Institute of Chartered Accountants in Australia, who have audited the financial statements of the Guarantor, without qualification, in accordance with Australian Auditing Standards for each of the two financial years ended on 30 June 2013 and 30 June 2014 and the financial statements of the Issuer, without qualification, in accordance with Australian Auditing Standards for each of the two financial years ended on 30 June 2013 and 30 June 2014. The auditors of the Issuer and the Guarantor have no material interest in the Issuer or the Guarantor. Australian auditing requirements have no significant departures from International Standards on Auditing.

Documents Available 7. For the period of 12 months following the date of this Prospectus, and in any event for so long as the Capital Securities are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Luxembourg Stock Exchange’s regulated market and the rules of the Luxembourg Stock Exchange so require, copies of the following documents will be available free of charge or may be inspected during normal business hours at the registered office of the Guarantor and from the specified office of the Registrar: (a) the constitutive documents of the Issuer and the Guarantor;

110 (b) the consolidated audited financial statements of the Group in respect of the financial years ended 30 June 2013 and 30 June 2014 together with the audit reports prepared in connection therewith; (c) the audited financial statements of the Issuer in respect of the financial years ended 30 June 2013 and 30 June 2014 together with the audit reports prepared in connection therewith; (d) the most recently published audited consolidated annual financial statements of the Group and the most recently published unaudited interim financial statements (if any) of the Group, together with any audit or review reports prepared in connection therewith. The Group currently prepares audited consolidated accounts on an annual basis and reviewed consolidated interim accounts on a semi- annual basis; (e) the most recently published audited annual financial statements of the Issuer and the most recently published unaudited interim financial statements (if any) of the Issuer, together with any audit or review reports prepared in connection therewith. The Issuer currently prepares audited accounts on an annual basis. The issuer does not prepare interim financial data; (f) the Agency Agreement; (g) the Trust Deed; and (h) this Prospectus. In addition, copies of this Prospectus and each document incorporated by reference is available on the Luxembourg Stock Exchange’s website at www.bourse.lu. The consolidated audited financial statements of the Group in respect of the financial years ended 30 June 2013 and 30 June 2014 together with the audit report prepared in connection therewith are available on the website of the Guarantor at www.originenergy.com.au.

Joint Lead Managers transacting with the Issuer and the Guarantor 8. Certain of the Joint Lead Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services to the Issuer, the Guarantor and/or their affiliates in the ordinary course of business.

Yield 9. On the basis of the issue price of the Capital Securities of 99.627 per cent. of their Principal Amount, the yield on the Capital Securities up to the First Call Date is 4.083 per cent. on a semi-annual basis. The yield thereafter will be dependent upon the relevant Interest Rate applicable from time to time.

Third Party Information 10. The Issuer confirms that where information included in this Prospectus has been sourced from a third party, that information has been accurately reproduced and that as far as the Issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Replacement of capital intention 11. The Issuer and the Guarantor intend (without thereby assuming a legal obligation), during the period from and including the Issue Date to but excluding the Additional Step-Up Date, in the event of: (a) a redemption of the Capital Securities at the Issuer’s option pursuant to Condition 6.2; or (b) a repurchase of the Capital Securities pursuant to Condition 6.6 of more than: (i) 10 per cent. of the aggregate Principal Amount of the Capital Securities issued on the Issue Date in any period of 12 consecutive months; or (ii) 25 per cent. of the aggregate Principal Amount of the Capital Securities issued on the Issue Date in any period of 10 consecutive years, if the Capital Securities are assigned an “equity credit” (or such similar classification then used by S&P) by S&P at the time of such redemption or repurchase, that it will redeem or repurchase the Capital Securities only to the extent the Aggregate Equity Credit of the Capital Securities to be redeemed or repurchased does not exceed the Aggregate Equity Credit received by the Guarantor or any Subsidiary, during the 360 day period prior to the date of such redemption or repurchase, from the sale or issuance by the Guarantor or the relevant Subsidiary to third party purchasers (other than group entities of the Guarantor) of securities (the Restrictions). For the purpose of the Restrictions, Aggregate Equity Credit means the “equity credit” (as

111 a percentage) assigned by S&P of the relevant securities multiplied by the aggregate principal amount of such securities with respect to which the calculation is being made. The intention described above does not apply if on the date of such redemption or repurchase: (a) where either the Issuer or the Guarantor believes that the Guarantor’s credit profile is substantially the same or better than at the date of this Prospectus, and it believes that the Guarantor’s credit profile would not be materially adversely affected as a result of any such redemption or repurchase of the Capital Securities; or (b) the Guarantor no longer has a corporate credit rating by S&P; or (c) the Issuer, the Guarantor or any Subsidiary of the Guarantor has individually or in the aggregate, redeemed, cancelled or purchased the Capital Securities equal to or in excess of 80 per cent. of the aggregate Principal Amount of the Capital Securities issued on the Issue Date; or (d) the statements made in the Restrictions set forth hereunder are no longer required for the Capital Securities to be assigned an “equity credit” that is equal to or greater than the equity credit assigned by S&P on the Issue Date; or (e) there shall have occurred a general moratorium on, or disruption in, commercial banking activities in Australia, the United Kingdom, the European Economic Area or the United States by any Australian, United Kingdom, European Economic Area, New York State or United States Federal authorities, which would, in the Issuer’s or the Guarantor’s sole opinion, be likely to materially prejudice the issuance of securities by the Guarantor or its subsidiaries which, if issued, would be assigned “equity credit” by S&P.

Change of Control Undertaking 12. The Guarantor will undertake to certain holders of senior debt that prior to the Issuer exercising its redemption right upon a Change of Control Event for early redemption of the Capital Securities the Guarantor will make an offer to repurchase any senior debt at the lower of their market value or par plus accrued interest, other than in relation to senior debt that have in their terms a put right in favour of holders, or otherwise a requirement for the Guarantor to repay, on a change of control of the Guarantor.

112 GLOSSARY

Term Meaning 1P reserves Proved Reserves are those reserves which analysis of geological and engineering data can be estimated with reasonable certainty to be commercially recoverable. There should be at least a 90 per cent. probability that the quantities actually recovered will equal or exceed the estimate $, A$ or Australian Dollars Australian Dollars, the lawful currency of the Commonwealth of Australia 2P reserves The sum of Proved plus Probable Reserves. Probable Reserves are those reserves which analysis of geological and engineering data indicate are less likely to be recovered than Proved Reserves but more certain than Possible Reserves. There should be at least a 50 per cent. possibility that the quantities actually recovered will equal or exceed the best estimate of Proved plus Probable Reserves (2P) 3P reserves Proved plus Probable plus Possible Reserves. Possible Reserves are those additional Reserves which analysis of geological and engineering data suggest are less likely to be recoverable than Probable Reserves. The total quantities ultimately recovered from the project have at least a 10 per cent. probability of exceeding the sum of Proved plus Probable plus Possible (3P), which is equivalent to the high estimate scenario ABN Australian Business Number AEMO Australian Electricity Market Operator ASIC Australian Securities and Investments Commission Australia Pacific LNG Australia Pacific LNG Pty Limited Bechtel Bechtel Corporation (a principal contractor to Australia Pacific LNG’s project) Board Board of Directors of Origin Energy Limited Boral Bitumen and Oil Refineries (Australia) Ltd. Capital Securities The €1,000,000,000 Capital Securities due 2074 Clearstream Clearstream Banking, société anonyme, Luxembourg Closing Date The date on or about which the Global Certificate will be deposited (16 September 2014) Cogeneration The use of a heat engine or a power station to simultaneously generate both electricity and heat Company Origin Energy Limited Conditions Terms and Conditions of the Capital Securities Contact Energy Contact Energy Limited CSG Coal Seam Gas (also known as Coal Bed Methane) CSSF Commission de Surveillance du Secteur Financier Euroclear Euroclear Bank S.A / N.V Euro and € The currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended Externally Contracted Plants whose output is sold under contract to third parties FATCA Foreign Account Tax Compliance Act (U.S Internal Revenue Code of 1986)

113 Term Meaning FID Final Investment Decision FID1 FID on the First Phase of Australia Pacific LNG FID2 FID on the Second Phase of Australia Pacific LNG First Call Date 16 September 2019 Free cash flow Cash available to fund distributions to shareholders and growth capital expenditure. GJ Gigajoule GLNG The Gladstone LNG project, being developed by Santos, PETRONAS, KOGAS and Total Group Issuer, Guarantor and its subsidiaries and its affiliates taken as a whole Guarantee Guarantee of the Capital Securities Guarantor Origin Energy Limited Holder The person in whose name a Capital Security is registered in the Register Issue Date 16 September 2014 Issue Price 99.627 per cent. of the Principal Amount of the Capital Securities Issuer Origin Energy Finance Limited Joint Lead Managers Barclays Bank PLC, Goldman Sachs International and UBS Limited Joule Primary measure of energy in the metric system Kansai Electric Kansai Electric Power Company of Japan Kt kilo tonnes = 103 tonnes KW Kilowatt = 103 watts KWh Kilowatt hour = standard unit of electrical energy representing consumption of one kilowatt over one hour LNG Liquefied Natural Gas LPG Liquefied Petroleum Gas Maturity Date 16 September 2074, the date on which the Capital Securities will be redeemed Merchant Generation Plant Power stations which sell their output into the wholesale electricity market and which Origin contracts internally to assist with risk management of its retail electricity requirements Mmboe million barrels of oil equivalent Moody’s Moody’s Investors Service, Inc. (or any of its subsidiaries or any successor in business thereto from time to time) MTPA million tonnes per annum MW Megawatt = 106 watts MWh Megawatt hour = 103 kilowatt hours NEM Australia’s National Electricity Market, which includes the states of New South Wales, Victoria, Queensland, South Australia, Tasmania and the Australian Capital Territory New Zealand Dollars or NZ$ The lawful currency of New Zealand

114 Term Meaning Non-controlling interest Economic interest in a controlled entity of the consolidated entity that is not held by the Parent entity or a controlled entity of the consolidated entity. NSW New South Wales OCGT Open Cycle Gas Turbine Origin Origin Energy Limited (also known as the Company or the Guarantor) PJ Petajoule = 1015 joules PJe Petajoules equivalent = an energy measurement Origin uses to represent the equivalent energy in different products so the amount of energy contained in these products can be compared. The factors used by Origin to convert to PJe are: 1 million barrels crude oil = 5.8 PJe; 1 million barrels condensate = 5.4 PJe; 1 million tonnes LPG = 49.3 PJe; 1 TWh of electricity = 3.6 PJe QGC QGC Pty Limited Qld Queensland Record Date The close of business on the date being the fifteenth day before the due date for the payment of interest Register Register of Holders Registrar The Bank of New York Mellon (Luxembourg) S.A. SA South Australia Savings Directive European Union Council Directive 2003/48/EC on the taxation of savings income Sinopec China Petrochemical Corporation SPE Society of Petroleum Engineers Standard & Poor’s Standard & Poor’s (Australia) Pty Ltd. Statutory EBITDA Earnings before interest, tax, depreciation and amortisation (EBITDA) as calculated from the Group Financial Statements. Statutory Profit Net profit after tax and non-controlling interests as disclosed in the Income Statement of the Group Financial Statements. Subscription Agreement Subscription Agreement dated 12 September 2014 TFN Australian Tax File Number Tw Terawatt = 1012 watts TWh Terawatt hour = 109 kilowatt hours Underlying profit and loss measures: Underlying measures are measures used internally by management to assess the profitability of the Origin business. The Underlying profit EBIT • and loss measures are derived from the equivalent Statutory profit • EBITDA measures disclosed in the Group Financial Statements and exclude the impact of certain items that do not align with the manner in which the EPS • Managing Director reviews the financial and operating performance of • Income tax expense / benefit the business. Underlying EBIT, Underlying EBITDA, Segment Result and Underlying Profit are disclosed in note 2 of the 2014 Group Net financing costs / income • Financial Statements. Underlying EPS is disclosed in note 32 of the • Profit 2014 Group Financial Statements. Underlying EBITDA Margin Underlying EBITDA divided by total revenue from external customers disclosed in note 2 of the Group Financial Statements. U.S. Dollars or U.S.$ The lawful currency of the United States of America

115 ISSUER GUARANTOR

Origin Energy Finance Limited Origin Energy Limited Level 45 Australia Square Level 45 Australia Square 264-278 George Street 264-278 George Street Sydney NSW Sydney NSW

STRUCTURING ADVISER

UBS Limited 1 Finsbury Avenue London EC2M 2PP

JOINT BOOKRUNNERS AND LEAD MANAGERS

Barclays Bank PLC Goldman Sachs International UBS Limited 5 The North Colonnade Peterborough Court 1 Finsbury Avenue Canary Wharf 133 Fleet Street London EC2M 2PP London E14 4BB London EC4A 2BB

TRUSTEE

BNY Mellon Corporate Trustee Services Limited One Canada Square London E14 5AL

PRINCIPAL PAYING AGENT REGISTRAR

The Bank of New York Mellon, London Branch The Bank of New York Mellon (Luxembourg) S.A. One Canada Square 2-4 rue Eugène Ruppert 40th floor Vertigo Building London E14 5AL Polaris L-2453 Luxembourg

LEGAL ADVISERS

To the Issuer and the Guarantor as to Australian law To the Issuer and the Guarantor as to English law

Clayton Utz Linklaters LLP Level 15 One Silk Street 1 Bligh Street London EC2Y 8HQ Sydney NSW 2000

To the Issuer and the Guarantor as to Australian tax law

Allens Deutsche Bank Place 126 Phillip Street Sydney NSW 2000

To the Joint Lead Managers and the Trustee as to English law

Allen & Overy LLP One Bishops Square London E1 6AD

AUDITORS

To the Issuer and the Guarantor

KPMG 10 Shelley Street Sydney NSW 2000