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Origin Energy Limited (Incorporated with Limited Liability in Australia, ABN 30 000 051 696) Issue Price: 99.627 Per Cent

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Origin Energy Limited (Incorporated with Limited Liability in Australia, ABN 30 000 051 696) Issue Price: 99.627 Per Cent 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.
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