For personal use only

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1 For personal use only To Company Announcements Office Facsimile Company ASX Limited Date 21 March 2011 From Helen Hardy Pages 101 Subject RETAIL ENTITLEMENT OFFER Please find attached the Retail Offer Booklet. Regards Helen Hardy Company Secretary Origin Energy Limited ACN Lvl 45 Australia Square, George Street, Sydney NSW 2000 GPO Box 5376, Sydney NSW 2001 Telephone (02) Facsimile (02)

2 For personal use only Retail Entitlement Offer 1 for 5 pro rata renounceable entitlement offer of Origin Energy Limited ordinary shares at an offer price of $13.00 per new share. Retail entitlement offer closes at 5.00pm (Sydney time) on 13 April NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES. This Retail Offer Booklet requires your immediate attention. It is an important document which is accompanied by a personalised Entitlement and Acceptance Form and both should be read in their entirety. This Retail Offer Booklet is not a prospectus under the Corporations Act and has not been lodged with the Australian Securities & Investments Commission. Please call your stockbroker, accountant or other professional adviser or the Origin Offer Information Line if you have any questions. (ABN )

3 For personal use only Important Notices Defined terms used in these Important Notices have the meaning given in this booklet. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES. Future performance and forward looking statements This Retail Offer Booklet contains certain forward looking statements. Forward looking statements should or can generally be identified by the use of forward looking words such as anticipate, believe, expect, project, forecast, estimate, likely, intend, should, will, could, may, target, plan and other similar expressions within the meaning of securities laws of applicable jurisdictions. Indications of, and guidance or outlook on, future earnings, distributions or financial position or performance are also forward looking statements. The forward looking statements contained in this Retail Offer Booklet involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of Origin, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. Forward looking statements may also be based on estimates and assumptions which are subject to change. Actual results, performance or achievements may vary materially for many projections because events and actual circumstances frequently do not occur as forecast and these differences may be material. These statements may assume the success of Origin s business strategies. The success of any of these strategies is subject to uncertainties and contingencies beyond Origin s control (including uncertainties described in the Key Risks section of the Origin Investor Presentation included in this Retail Offer Booklet), and no assurance can be given that any of the strategies will be effective or that the anticipated benefits from the strategies will be realised in the period for which the forward looking statements may have been prepared or otherwise. You are cautioned not to place undue reliance on forward looking statements and, except as required by law, Origin assumes no obligation to update or revise such information to reflect any change in expectations or assumptions. The inclusion of the forward looking statements in this Retail Offer Booklet should not be regarded as a representation, warranty or guarantee with respect to its accuracy or the accuracy of the underlying assumptions or that Origin will achieve, or is likely to achieve, any particular results. Past performance Past Share price performance of Origin Shares provides no guidance as to future Share price performance. Jurisdictions This Retail Offer Booklet, and any accompanying ASX announcements and the Entitlement and Acceptance Form do not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. This Retail Offer Booklet may not be distributed or released in the United States. The Entitlements and the New Shares offered in the Entitlement Offer have not been, and will not be, registered under the U.S. Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States absent registration unless offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws. The New Shares to be offered and sold to Eligible Retail Shareholders will be sold only in offshore transactions (as defined in Rule 902(h) under the U.S. Securities Act) in compliance with Regulation S under the U.S. Securities Act. Withholding tax This booklet refers to the potential payment of a Retail Premium to certain investors. Origin may be required to withhold tax in relation to any Retail Premium that is paid to those investors under applicable laws. References to the payment of the Retail Premium in this booklet will be read as payments net of any applicable withholding taxes. If you are an Australian tax resident shareholder, and you have not previously provided your TFN or ABN to Origin, you may wish to do so prior to the close of the Retail Entitlement Offer to ensure that withholding tax is not deducted from any proceeds payable to you at the rate of 46.5%. You are able to provide your TFN or ABN online with the References to you and your Entitlement In this Retail Offer Booklet, references to you are references to Eligible Retail Shareholders and references to your Entitlement (or your Entitlement and Acceptance Form ) are references to the Entitlement (or Entitlement and Acceptance Form) of Eligible Retail Shareholders (as defined in Section 7.1). Times and dates Times and dates in this Retail Offer Booklet are subject to change. All times are Sydney times. Refer to Section 3 for more details. Trading Entitlements and New Shares Origin will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to persons who trade Entitlements before they receive their Entitlement and Acceptance Form, whether on the basis of confirmation of the allocation provided by Origin or the Origin Share Registry or otherwise, or who otherwise trade or purport to trade Entitlements in error or which they do not hold or are not entitled to. Origin will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to persons who trade New Shares they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by Origin or the Origin Share Registry or otherwise, or who otherwise trade or purport to trade New Shares in error or which they do not hold or are not entitled to. If you are in any doubt as to these matters you should first consult with your stockbroker, accountant or other professional adviser. Refer to Sections 7, 7.4 and 7.5 for more details.

4 For personal use only ORIGIN ENERGY RETAIL OFFER BOOKLET 1 Contents Important Notice inside front cover 1. Chairman s Letter 2 2. Summary of Options Available to You 4 3. Key Dates for the Retail Entitlement Offer 6 4. Actions Required by You 8 5. Australian Taxation Considerations ASX Announcements 20 Origin Investor Presentation dated 15 March Entitlement Offer Launch Announcement 80 dated 15 March 2011 Institutional Entitlement Offer Completion 86 Announcement dated 18 March Important Information 89 Corporate Directory inside back cover

5 For personal use only 2 Section 1 Chairman s Letter 21 March 2011 Fellow shareholder, I am pleased to invite you to participate in a 1 for 5 fully underwritten pro rata renounceable entitlement offer of new Origin Energy Limited (Origin) ordinary shares (New Shares) at an offer price of $13.00 per New Share (Offer Price) to raise approximately $2.3 billion (Entitlement Offer). Proceeds from the Entitlement Offer will be applied to refinance part of the debt used to fund the $3.26 billion acquisition of the Integral Energy and Country Energy retail businesses and the Eraring GenTrader arrangements (NSW Energy Assets), which completed on 1 March 2011, and to strengthen Origin s balance sheet for investment in other growth opportunities. The Entitlement Offer provides eligible shareholders with an opportunity to participate in, and benefit from, the future growth of Origin. The acquisition of the NSW Energy Assets is a milestone for Origin, and is expected to be materially accretive to underlying earnings per share. It establishes Origin as Australia s largest energy retailer with around 4.6 million customer accounts and one of the country s largest and most flexible generation portfolios, positioning Origin as the leading Australian integrated energy company. In addition to the acquisition of the NSW Energy Assets, substantial progress continues to be made by Australia Pacific LNG across all areas of the CSG to LNG project. Origin is assessing a range of funding options for Australia Pacific LNG which will be considered separately from this Entitlement Offer. Eligible shareholders will be able to purchase 1 New Share for every 5 existing Origin ordinary shares (Shares) held on the Record Date of 7.00pm (Sydney time) on 18 March 2011 (Entitlement). The Offer Price of $13.00 per New Share represents a 17.0% discount to the closing market price of Shares on 14 March 2011 and a 14.6% discount to the theoretical ex-rights price (TERP) 1. New Shares issued under the Entitlement Offer will rank equally with existing Shares. The first dividend payable in respect of New Shares will be the final dividend expected to be declared as part of Origin s full year results announcement for the financial year ending 30 June The Entitlement Offer comprises an institutional component (Institutional Entitlement Offer) and a retail component (Retail Entitlement Offer). This booklet (Retail Offer Booklet) relates to the Retail Entitlement Offer and Entitlements allotted under it (Retail Entitlements). This Retail Offer Booklet contains important information about the Retail Entitlement Offer and Origin s business under the following headings: Summary of Options Available to You; Key Dates for the Retail Entitlement Offer; Actions Required by You; Australian Taxation Considerations; ASX Announcements (including the Origin Investor Presentation); and Important Information. Accompanying this Retail Offer Booklet is your Entitlement and Acceptance Form which contains details of your Entitlement. Your Entitlement may have value and it is important that you determine whether to take up, sell or do nothing in respect of your Entitlement (see Section 4). 1 TERP is the theoretical price at which Shares should trade immediately after the ex-date for the Entitlement Offer assuming 100% take-up of the Entitlement Offer. The theoretical ex-rights price is a theoretical calculation only and the actual price at which Shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not be equal to the theoretical ex-rights price.

6 For personal use only ORIGIN ENERGY RETAIL OFFER BOOKLET 3 The Retail Entitlement Offer closes at 5.00pm (Sydney time) on 13 April To participate, you need to ensure that you have completed your application by paying application monies (Application Monies) by Bpay, or by lodging your Entitlement and Acceptance Form with your Application Monies paid by cheque, bank draft or money order, so that they are received before this time in the manner described in this Retail Offer Booklet. If you do not wish to take up your Entitlement, you may sell all or part of your Entitlement on the Australian Securities Exchange (ASX) from 18 March 2011 to 6 April 2011 or transfer all or part of your Entitlement directly to another person. If you choose to do nothing, New Shares in respect of your Entitlement will be offered for sale through a bookbuild process on 18 April 2011 (Retail Shortfall Bookbuild). In this case, you will receive any premium paid over the Offer Price in respect of the New Shares sold to investors in the Retail Shortfall Bookbuild (Retail Premium). The Origin board urges you to read this Retail Offer Booklet carefully and in its entirety before deciding what to do in respect of your Entitlement (in particular, the Key Risks section of the Origin Investor Presentation which contains a summary of key risks associated with an investment in Origin). For further information on the Entitlement Offer, you should call the Origin Offer Information Line on (within Australia) or (outside Australia) between 8.30am and 5.30pm (Sydney time), Monday to Friday, questions, you should contact your stockbroker, accountant or other professional adviser. The Origin board is pleased to offer this opportunity to you. Yours faithfully, Kevin McCann Chairman Registered to Bpay Pty Ltd (ABN ).

7 For personal use only 4 Section 2 Summary of Options Available to You Options available to you 1. Take up all or part of your Entitlement Key considerations You may elect to purchase New Shares at the Offer Price (see Section for instructions on how to take up your Entitlement). The New Shares will rank equally with your existing Shares and will be entitled to dividends on the same basis as existing Shares, starting with the final dividend expected to be declared as part of Origin s full year results announcement for the financial year ending 30 June The Retail Entitlement Offer closes at 5.00pm (Sydney time) on 13 April If you only take up part of your Entitlement, you may choose to sell the balance (see Option 2 below) or you may do nothing and let that part lapse and allow New Shares in respect of that part of your Entitlement to be sold in the Retail Shortfall Bookbuild (see Option 3 below). 2. Sell all or part of your Entitlement If you do not wish to take up all or part of your Entitlement you may be able to sell all or part of your Entitlement on ASX through your broker (see Section 4.5.2) or transfer your Entitlement directly to another person (see Section 4.5.3). Retail Entitlements may be traded on ASX from 18 March 2011 to 6 April 2011 (ASX code: ORGR). You may incur brokerage costs if you sell your Entitlement on ASX. The proceeds of any sale should be treated as capital gains for Australian tax purposes (see Section 5.1). If you sell your Entitlements in the Retail Entitlement trading period, you may receive a higher or lower amount than a shareholder who sells their Entitlement at a different time in the Retail Entitlement trading period or through the Retail Shortfall Bookbuild. You will also forgo any exposure to increases or decreases in the value of New Shares had you taken up that Entitlement. Your percentage shareholding in Origin will also be diluted. If you only sell part of your Entitlement, you may choose to take up the remainder (see Option 1 above) or you may do nothing and let that part lapse and allow New Shares in respect of that part of your Entitlement to be sold in the Retail Shortfall Bookbuild (see Option 3 below).

8 For personal use only ORIGIN ENERGY RETAIL OFFER BOOKLET 5 Options available to you Key considerations 3. Let your Entitlement lapse If you do not take up or sell your Entitlement on ASX (or via direct transfer), it will lapse. New Shares in respect of lapsed Entitlements will be sold through the Retail Shortfall Bookbuild on 18 April 2011 and you will receive any Retail Premium (see Section 4.5.4) in respect of these New Shares. There is no guarantee that there will be any Retail Premium. You will not incur brokerage costs on any Retail Premium received from the Retail Shortfall Bookbuild. The Retail Premium received from the Retail Shortfall Bookbuild is likely to be treated as an unfranked dividend or ordinary income for Australian tax purposes and the tax consequences may be different to selling your Entitlement on ASX (or via direct transfer) (see Section 5). By letting your Entitlement lapse you will forgo any exposure to increases or decreases in the value of New Shares had you taken up that Entitlement (or any value for that Entitlement which may have been achieved through its sale on ASX or otherwise). Your percentage shareholding in Origin will also be diluted. If you are an Australian tax resident shareholder, and you have not previously provided your TFN or ABN to Origin, you may wish to do so prior to the close of the Retail Entitlement Offer to ensure that withholding tax is not deducted from any Retail Premium at the rate of 46.5%. You are able to provide your TFN or ABN online with the Origin Share Registry at

9 For personal use only 6 Section 3 Key Dates for the Retail Entitlement Offer Announcement of the Entitlement Offer Retail Entitlements trading on ASX begins (on a deferred settlement basis) Record Date for eligibility in the Entitlement Offer Retail Entitlement Offer opens Retail Offer Booklet despatched Retail Entitlements allotted Retail Entitlements trading on ASX (on a normal settlement basis) Retail Entitlements trading on ASX ends New Shares under Retail Entitlement Offer commence trading on ASX on a deferred settlement basis Retail Entitlement Offer closes Retail Shortfall Bookbuild Settlement of the Retail Entitlement Offer Issue of New Shares under the Retail Entitlement Offer Despatch of holding statements for New Shares under the Retail Entitlement Offer New Shares under the Retail Entitlement Offer commence trading on ASX on a normal settlement basis Retail Premium (if any) despatched Tuesday 15 March Friday 18 March 7pm, Friday 18 March Monday 21 March Thursday 24 March Thursday 24 March Friday 25 March Wednesday 6 April Thursday 7 April 5pm, Wednesday 13 April Monday 18 April Wednesday 27 April Thursday 28 April Thursday 28 April Friday 29 April Monday, 2 May The timetable above is indicative only and may be subject to change. All times are references to Sydney time. Origin, in conjunction with the Underwriters (as defined in Section 7.16), reserves the right to amend any or all of these dates and times subject to the Corporations Act 2001 (Cth) (Corporations Act), the ASX Listing Rules and other applicable laws. In particular, Origin reserves the right to extend the closing date of the Retail Entitlement Offer, to accept late applications under the Retail Entitlement Offer (either generally or in particular cases) and to withdraw the Retail Entitlement Offer without prior notice. Any extension of the closing date will have a consequential effect on the issue date of New Shares. The commencement of quotation of Entitlements and New Shares is subject to confirmation from ASX. Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your application once it has been accepted.

10 For personal use only ORIGIN ENERGY RETAIL OFFER BOOKLET 7 Enquiries If you have any questions, please call the Origin Offer Information Line on (within Australia) or (outside Australia), or consult your stockbroker, accountant or other professional adviser. The Origin Offer Information Line will be open from 8.30am to 5.30pm (Sydney time), Monday to Friday, until 6 May 2011.

11 For personal use only Section 4 Actions Required by You

12 For personal use only ORIGIN ENERGY RETAIL OFFER BOOKLET Overview of the Entitlement Offer Eligible shareholders will be able to purchase 1 New Share for every 5 existing Shares held as at the Record Date of 7.00pm (Sydney time) on 18 March The Entitlement Offer is comprised of four components: Institutional Entitlement Offer Eligible Institutional Shareholders (as defined in Section 7.2) were given the opportunity to take up or not take up all or part of their Entitlement. Entitlements under the Institutional Entitlement Offer (Institutional Entitlements) were renounceable and were not able to trade on ASX. Approximately 95% of Eligible Institutional Shareholders took up their Entitlement and this process was completed on 16 March 2011; Institutional Shortfall Bookbuild New Shares in respect of Institutional Entitlements not taken up were sold through a bookbuild process on 17 March The premium paid over the Offer Price in respect of those New Shares was $2.00 and will be remitted proportionally to those shareholders; Retail Entitlement Offer Eligible Retail Shareholders (as defined in Section 7.1) will be allotted Retail Entitlements under the Retail Entitlement Offer which can be taken up in whole or in part, or traded on ASX (or transferred directly to another person). This means that if you do not wish to take up all or part of your Entitlement you may sell all or part of your Entitlement on ASX or transfer it in order to realise value from your Entitlement. You may incur brokerage costs if you sell your Entitlement on ASX; and Retail Shortfall Bookbuild New Shares in respect of Retail Entitlements which are not taken up by the close of the Retail Entitlement Offer and New Shares that would have represented Entitlements of Ineligible Shareholders (as defined in Section 4.6), will be sold through the Retail Shortfall Bookbuild. Any Retail Premium will be remitted proportionally to holders of those Retail Entitlements at the close of the Retail Entitlement Offer, and to Ineligible Shareholders. You have a number of decisions to make in respect of your Entitlement. These decisions may materially affect the value (if any) that may be received in respect of your Entitlement. You should read this Retail Offer Booklet carefully before making any decisions in relation to your Entitlement. You should note that the taxation outcome if you choose to sell your Entitlement on ASX (or otherwise transfer it) may be different to the taxation outcome if you do nothing in respect of an Entitlement and receive any Retail Premium for the sale of that Entitlement through the Retail Shortfall Bookbuild. You should read Section 5 of this Retail Offer Booklet for further information. The Entitlement Offer is fully underwritten by the Underwriters. Further details on the Retail Entitlement Offer and Retail Shortfall Bookbuild are set out following. 4.2 The Retail Entitlement Offer Under the Retail Entitlement Offer, Eligible Retail Shareholders are invited to apply for 1 New Share for every 5 existing Shares held as at the Record Date at the Offer Price of $13.00 per New Share. The offer ratio and Offer Price under the Retail Entitlement Offer are the same as for the Institutional Entitlement Offer. The Retail Entitlement Offer opens on 21 March 2011 and will close at 5.00pm (Sydney time) on 13 April Your Entitlement Your Entitlement is set out on the accompanying personalised Entitlement and Acceptance Form and has been calculated as 1 New Share for every 5 existing Shares you held as at the Record Date. If the result is not a whole number, your Entitlement will be rounded up to the nearest whole number of New Shares. Note that Shares to be issued through Origin s FY11 interim dividend reinvestment plan will not be included when determining your existing shareholding for the purpose of calculating your Entitlement. If you have more than one registered holding of Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have a separate Entitlement for each separate holding. New Shares issued under the Retail Entitlement Offer will be fully paid and rank equally with existing Shares. New Shares will be entitled to any dividends with a record date after the date of issue, starting with the final dividend expected to be declared as part of Origin s full year results announcement for the financial year ending 30 June See Sections 7.1, 7.11 and 7.15 for information on restrictions on participation.

13 10For personal use only 4.4 Consider the Retail Entitlement Offer carefully in light of your particular investment objectives and circumstances The Retail Entitlement Offer is being made pursuant to provisions of the Corporations Act which allow entitlement offers to be made without a prospectus. This Retail Offer Booklet does not contain all of the information which may be required in order to make an informed decision regarding an application for New Shares offered under the Retail Entitlement Offer. As a result, it is important for you to read carefully and understand the information on Origin and the Retail Entitlement Offer made publicly available, prior to deciding whether to take up all or part of your Entitlement, sell or transfer all or part of your Entitlement or do nothing in respect of your Entitlement. In particular, please refer to this Retail Offer Booklet and other announcements made available which may be made by Origin after publication of this Retail Offer Booklet, and the Origin half-year results for the half-year ending 31 December 2010 that were released to ASX on 24 February 2011). Please consult with your stockbroker, accountant or other professional adviser if you have any queries or are uncertain about any aspect of the Retail Entitlement Offer. You should also refer to the Key Risks section of the Origin Investor Presentation included in Section 6 of this Retail Offer Booklet. 4.5 Options available to you You may take any of the following actions. Each of these options may have a materially different outcome on any value you receive in respect of your Entitlement. 1. Take up all or part of your Entitlement (see Section 4.5.1); 2. Sell all or part of your Entitlement: on ASX (see Section 4.5.2); or by transferring it directly to another person (see Section 4.5.3); or 3. Let your Entitlement lapse (see Section ) If you wish to take up all or part of your Entitlement If you wish to take up all or part of your Entitlement, please complete and return the personalised Entitlement and Acceptance Form with the requisite Application Monies OR pay your Application Monies via Bpay by following the instructions set out on the personalised Entitlement and Acceptance Form. If you take up and pay for all or part of your Entitlement before the close of the Retail Entitlement Offer, it is expected that you will be issued New Shares on 28 April Origin s decision on the number of New Shares to be issued to you will be final. Origin also reserves the right (in its absolute discretion) to reduce the number of New Shares issued (or any Retail Premium paid to Eligible Retail Shareholders, or persons claiming to be Eligible Retail Shareholders), if Origin believes their claims to be overstated or if they or their nominees fail to provide information to substantiate their claims to Origin s satisfaction (see Section 7.4) If you wish to sell all or part of your Entitlement on ASX If you wish to sell all or part of your Entitlement on ASX, you should instruct your stockbroker and provide details as requested from your personalised Entitlement and Acceptance Form. Allow sufficient time for your instructions to be carried out by your stockbroker. Entitlement trading on ASX starts on 18 March 2011 (ASX code: ORGR) and ceases at 4.00pm (Sydney time) on 6 April You may incur brokerage costs if you choose to sell your Entitlement on ASX. There is no guarantee that there will be a liquid market in traded Entitlements. A lack of liquidity may impact your ability to sell your Entitlement on ASX and the price you may be able to achieve. This Retail Offer Booklet, along with your Entitlement and Acceptance Form will be despatched on 24 March Origin will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to you if you trade your Entitlement before the Retail Entitlements are allotted, or before you receive your personalised Entitlement and Acceptance Form, whether on the basis of confirmation of the allocation provided by Origin or the Origin Share Registry or otherwise.

14 For personal use only ORIGIN ENERGY RETAIL OFFER BOOKLET 11 If you wish to sell part of your Entitlement on ASX and let the balance lapse, follow the procedures above in respect of the part of your Entitlement you wish to sell on ASX, and do nothing in respect of the balance. You will receive the Retail Premium (if any) in respect of those lapsed Entitlements through the Retail Shortfall Bookbuild. Prices obtainable for Retail Entitlements may rise and fall over the Retail Entitlement trading period and will depend on many factors including the demand for and supply of Entitlements on ASX and the value of Origin existing Shares relative to the Offer Price. If you sell your Entitlement in the Retail Entitlement trading period, you may receive a higher or lower amount than a shareholder who sells their Entitlement at a different time in the Retail Entitlement trading period or through the Retail Shortfall Bookbuild. If you sell your Entitlement, you will forgo any exposure to increases or decreases in the value of the New Shares had you taken up that Entitlement. Your percentage shareholding in Origin will also be diluted If you wish to transfer all or part of your Entitlement other than on ASX If you wish to transfer all or part of your Entitlement other than on ASX, you must forward a completed Renunciation and Transfer Form together with the Entitlement and Acceptance Form and the transferee s Application Monies to the Origin Share Registry in relation to the part of your Entitlement that you wish to transfer. You can obtain a Renunciation and Transfer Form through the Origin Offer Information Line (on (within Australia) or (outside Australia)) or from your stockbroker. The Renunciation and Transfer Form together with Application Monies and the Entitlement and Acceptance Form must be received by the Origin Share Registry at the mail or hand delivery address in Section 4.12 no later than 5.00pm (Sydney time) on 13 April If the Origin Share Registry receives both a completed Renunciation and Transfer Form and an application for New Shares in respect of the same Entitlement, the transfer will be given effect in priority to the application. Prices obtainable for Retail Entitlements quoted on ASX may rise and fall over the Retail Entitlement trading period and will depend on many factors including the demand for and supply of Entitlements on ASX and the price of Shares relative to the Offer Price. If you sell your Entitlements in the Retail Entitlement trading period, you may receive a higher or lower amount compared to a shareholder who sells their Entitlements at a different time in the Retail Entitlement trading period or through the Retail Shortfall Bookbuild. If you sell your Entitlement, you will forgo any exposure to increases or decreases in the value of the New Shares had you taken up that Entitlement. Your percentage shareholding in Origin will also be diluted. You may only transfer your Entitlement in this way to a purchaser whose address is in Australia or New Zealand, who is not in the United States and is not acting for a person in the United States. Transferees of Entitlements that do not have a registered address in Australia or New Zealand that are in the United States or that are acting for a person in the United States will not be eligible to take up Entitlements. You should inform any transferee of these restrictions. See Sections 7.1, 7.11 and 7.15 for more information on restrictions on participation If you wish to let your Entitlement lapse Any Entitlements which you do not take up, sell or transfer will lapse and New Shares in respect of those Entitlements will be sold through the Retail Shortfall Bookbuild on 18 April 2011 to eligible institutional investors. You will receive the Retail Premium (if any) in respect of those lapsed Entitlements through the Retail Shortfall Bookbuild (see Section 4.7). By allowing your Entitlement to lapse you will forgo any exposure to increases or decreases in the value of the New Shares had you taken up that Entitlement (or any value for that Entitlement which may have been achieved through its sale on ASX or otherwise). Your percentage shareholding in Origin will also be diluted. If you wish to transfer part of your Entitlement and allow the balance to lapse, follow the procedures above in respect of the part of your Entitlement you wish to transfer, and do nothing in respect of the balance. You will receive the Retail Premium (if any) in respect of those lapsed Entitlements through the Retail Shortfall Bookbuild.

15 12For personal use only 4.6 Ineligible Shareholders Shareholders who are not Eligible Retail Shareholders and who were not invited to participate in the Institutional Entitlement Offer (collectively, Ineligible Shareholders) will receive the Retail Premium (if any) for Entitlements they would have received had they been eligible to participate in the Entitlement Offer through the Retail Shortfall Bookbuild. 4.7 Retail Shortfall Bookbuild New Shares in respect of Entitlements which are not taken up by close of the Retail Entitlement Offer, and New Shares that would have represented Entitlements of Ineligible Shareholders, will be sold through the Retail Shortfall Bookbuild. Any Retail Premium (being any premium paid over the Offer Price in respect of those New Shares) will be remitted proportionally to holders at the close of the Retail Entitlement Offer of those lapsed Retail Entitlements, and to Ineligible Shareholders. Retail Premium amounts, if any, will be paid in either Australian dollars or New Zealand dollars based on your registered address as at the Record Date. You will be paid either by cheque sent by ordinary post to your address as recorded on the share register (the registered address of the first-named in the case of joint holders), or by direct credit to the nominated bank account as noted on the share register. The Retail Premium may be zero, in which case no payment will be made to holders of those lapsed Entitlements and Ineligible Shareholders. To avoid doubt, any premium of the price at which New Shares were sold under the Institutional Shortfall Bookbuild over the Offer Price (Institutional Premium), which is to be distributed to Eligible Institutional Shareholders to the extent they did not take up their full Entitlement, is not an indication that there will be a Retail Premium or what any Retail Premium may be. The ability to sell New Shares under the Retail Shortfall Bookbuild and the ability to obtain any Retail Premium will depend on various factors, including market conditions. If there is a Retail Premium, it may be less than, more than, or equal to the Institutional Premium or less than, more than or equal to any price or prices that Entitlements may be able to be sold on ASX or otherwise transferred. To the maximum extent permitted by law, Origin, the Underwriters and each of their respective related bodies corporate and affiliates, and each of their respective directors, officers, partners, employees, representatives and agents, disclaim all liability, including for negligence, for any failure to procure a Retail Premium under the Retail Shortfall Bookbuild, for any difference between the Retail Premium and the Institutional Premium and for any failure to obtain any particular exchange rate, or any movements in exchange rates, if exchanging the Retail Premium into New Zealand dollar funds. Origin reserves the right to issue New Shares under the Retail Shortfall Bookbuild at its discretion. You should note that if you sell or transfer all or part of your Entitlement or allow all or part of your Entitlement to lapse, then your percentage shareholding in Origin will be diluted by your non-participation in the Retail Entitlement Offer. If your Tax File Number (TFN) or Australian Business Number (ABN) is not recorded by the Origin Share Registry, Origin considers that it will be obliged to withhold tax in relation to any Retail Premium paid to you in respect of your Entitlement under the Retail Shortfall Bookbuild. References in this Retail Offer Booklet to the payment of any such proceeds are to be interpreted as net of any applicable withholding tax. Refer to Section 5.2 for further details. 4.8 Payment You can pay in the following ways: by Bpay; or by cheque, bank draft or money order. Cash payments will not be accepted. Receipts for payment will not be issued. Origin will treat you as applying for as many New Shares as your payment will pay for in full up to your Entitlement. Any Application Monies received for more than your final allocation of New Shares will be refunded as soon as practicable after the close of the Retail Entitlement Offer. No interest will be paid to applicants on any Application Monies received or refunded. Payment by Bpay For payment by Bpay, please follow the instructions on the personalised Entitlement and Acceptance Form. You can only make payment via Bpay if you are the holder of an account with an Australian financial institution that supports Bpay transactions. If you are paying by Bpay, please make sure you use the specific Biller Code and your unique Customer Reference Number (CRN) on your personalised Entitlement and Acceptance Form. If you have multiple holdings and consequently receive more than one personalised Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those holdings only use the CRN specific to that holding set out in the applicable Entitlement and Acceptance Form. If you do not use the correct CRN specific to that holding, as set out in

16 For personal use only ORIGIN ENERGY RETAIL OFFER BOOKLET 13 the applicable Entitlement and Acceptance Form, your application will not be recognised as valid. Please note that should you choose to pay by Bpay: you do not need to submit your personalised Entitlement and Acceptance Form but are taken to make the declarations, representations and warranties on that Entitlement and Acceptance Form; and if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which is covered in full by your Application Monies. It is your responsibility to ensure that your Bpay payment is received by the Origin Share Registry by no later than 5.00pm (Sydney time) on 13 April You should be aware that your financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration in the timing of when you make payment. Payment by cheque, bank draft or money order For payment by cheque, bank draft or money order, you should complete your personalised Entitlement and Acceptance Form in accordance with the instructions on the form and return it accompanied by a cheque, bank draft or money order in Australian currency for the amount of the Application Monies, payable to Origin Energy Limited Retail Offer and crossed Not Negotiable. Your cheque, bank draft or money order must be: for an amount equal to $13.00 multiplied by the number of New Shares that you are applying for; and in Australian currency drawn on an Australian branch of a financial institution. You should ensure that sufficient funds are held in relevant account(s) to cover the Application Monies as your cheque will be processed on the day of receipt. If the amount of your cheque for Application Monies (or the amount for which the cheque clears in time for allocation) is insufficient to pay in full for the number of New Shares you have applied for in your personalised Entitlement and Acceptance Form, you will be taken to have applied for such lower whole number of New Shares as your cleared Application Monies will pay for (and to have specified that number of New Shares on your personalised Entitlement and Acceptance Form). Alternatively, your application will not be accepted. 4.9 Representations by acceptance By completing and returning your personalised Entitlement and Acceptance Form or making a payment by Bpay, you will be deemed to have represented to Origin that you are an Eligible Retail Shareholder and: acknowledge that you have read and understand this Retail Offer Booklet and your Entitlement and Acceptance Form in their entirety; agree to be bound by the terms of the Retail Entitlement Offer, the provisions of this Retail Offer Booklet (including Section 7.4), and Origin s constitution; authorise Origin to register you as the holder of New Shares allotted to you; declare that all details and statements in the Entitlement and Acceptance Form are complete and accurate; declare you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Entitlement and Acceptance Form; acknowledge that once Origin receives your Entitlement and Acceptance Form or any payment of Application Monies via Bpay, you may not withdraw your application or funds provided except as allowed by law; agree to apply for and be issued up to the number of New Shares specified in the Entitlement and Acceptance Form, or for which you have submitted payment of any Application Monies via Bpay, at the Offer Price per New Share; authorise Origin, the Underwriters, the Origin Share Registry and their respective officers or agents to do anything on your behalf necessary for New Shares to be issued to you, including to act on instructions of the Origin Share Registry upon using the contact details set out in your Entitlement and Acceptance Form; declare that you were the registered holder(s) at the Record Date of the Shares indicated on the Entitlement and Acceptance Form as being held by you on the Record Date; acknowledge that the information contained in this Retail Offer Booklet and your Entitlement and Acceptance Form is not investment advice nor a recommendation that New Shares are suitable for you given your investment objectives, financial situation or particular needs, and is not a prospectus, does not contain all of the information that you may require in order to assess an investment in Origin and is given in the context of Origin s past and ongoing continuous disclosure announcements to ASX; acknowledge the statement of risks in the Key Risks section of the Origin Investor Presentation, and that investments in Origin are subject to risk;

17 14For personal use only acknowledge that none of Origin, the Underwriters, or their respective related bodies corporate and affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers, guarantees the performance of Origin, nor do they guarantee the repayment of capital; agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Retail Entitlement Offer and of your holding of Shares on the Record Date; authorise Origin to correct any errors in your Entitlement and Acceptance Form or other form provided by you; represent and warrant (for the benefit of Origin, the Underwriters and their respective related bodies corporate and affiliates) that you did not receive an invitation to participate in the Institutional Entitlement Offer either directly or through a nominee, are not an Ineligible Shareholder; and represent and warrant that the law of any place does not prohibit you from being given this Retail Offer Booklet and the Entitlement and Acceptance Form, nor does it prohibit you from making an application for New Shares and that you are otherwise eligible to participate in the Retail Entitlement Offer Representations by acquirers of Retail Entitlements Investors who acquire Retail Entitlements on ASX or otherwise will, by acquiring those Retail Entitlements, and by applying to take up all or part of those Retail Entitlements, be deemed to agree to make and be subject to the representations, declarations, warranties and agreements in Section 4.9 above (with references to the Entitlement and Acceptance Form to be read as including any other form provided or required to be provided to Origin, the Origin Share Registry or the person s stockbroker). Entitlements in a transaction on ASX or otherwise, in order to take up those Entitlements and subscribe for New Shares you: must be an Eligible Retail Shareholder, a resident in Australia or New Zealand, or otherwise qualify as an Eligible Person 3 ; and must not be in the United States or acting for the account or benefit of a person in the United States. If you do not satisfy the above conditions you will not be entitled to take up Retail Entitlements or subscribe for New Shares Foreign representations If you submit an Entitlement and Acceptance Form or make a payment via Bpay or otherwise apply to participate (including after having acquired Entitlements) in respect of New Shares you will be deemed to have represented, warranted and agreed, on behalf of yourself and each person or account for which you are acting, that: you understand and acknowledge that neither the Entitlements nor New Shares have been, or will be, registered under the U.S. Securities Act of 1933 (U.S. Securities Act) or any U.S. state or other securities laws in any jurisdiction, and may not be offered, sold or otherwise transferred except in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws; you are not in the United States and are not acting for the account or benefit of a person in the United States; and you have not sent and will not send this Retail Offer Booklet, the Entitlement and Acceptance Form or any other material relating to the Entitlement Offer to any person in the United States. Investors should note that if you purchase Retail 3 Certain investors in a limited number of foreign jurisdictions (other than the United States) may be Eligible Persons if they satisfy the requirements of that expression as set out in the Entitlement Acceptance Form (Appendix E) in respect of the Entitlement Offer

18 For personal use only ORIGIN ENERGY RETAIL OFFER BOOKLET Mail or hand delivery To participate in the Retail Entitlement Offer, your payment must be received no later than the close of the Retail Entitlement Offer, being 5.00pm (Sydney time) on 13 April If you make payment via cheque, bank draft or money order, you should mail or hand deliver your completed personalised Entitlement and Acceptance Form together with Application Monies to: Mailing Address Origin Energy Limited C/- Link Market Services Limited GPO Box 3560 Sydney NSW 2001 Hand Delivery Address Origin Energy Limited C/- Link Market Services Limited Level 12, 680 George Street Sydney NSW Enquiries If you have not received or you have lost your personalised Entitlement and Acceptance Form, or have any questions, please contact the Origin Offer Information Line on (within Australia) or (outside Australia). The Origin Offer Information Line will be open from 8.30am to 5.30pm (Sydney time), Monday to Friday, until 6 May Alternatively, you can access information about the Retail Entitlement further questions, you should contact your stockbroker, accountant or other professional adviser. Entitlement and Acceptance Forms and Application Monies will not be accepted at Origin s registered or corporate offices, or other offices of the Origin Share Registry.

19 For personal use only Section 5 Australian Taxation Considerations

20 For personal use only ORIGIN ENERGY RETAIL OFFER BOOKLET 17 This section is a general summary of the Australian income tax, capital gains tax and stamp duty implications of the Retail Entitlement Offer for Eligible Retail Shareholders. The taxation implications of the Retail Entitlement Offer will vary depending upon your particular circumstances. Accordingly, you should seek and rely upon your own professional advice before concluding on the particular taxation treatment that will apply to you. Neither Origin nor any of its officers or employees, nor its taxation or other advisers, accepts any liability or responsibility in respect of any statement concerning taxation consequences, or in respect of the taxation consequences. The comments in this section deal only with the Australian taxation implications of the Retail Entitlement Offer if you hold Shares on capital account and are a resident for Australian income tax purposes. Accordingly, the comments do not apply to you if you hold your Shares on revenue account, as trading stock or have acquired your Shares for the purpose of on-sale at a profit. The comments in this section are general in nature and are based on the Australian tax legislation and administrative practice in force as at the date of this Retail Offer Booklet. These comments also do not apply to trustees of employee share schemes or if you acquire New Shares pursuant to any employee share scheme. The issue of the Entitlements will not itself result in any amount being included in your assessable income. 5.1 Sale of Entitlements If you sell your Entitlement on ASX or otherwise, you should derive a capital gain for CGT purposes equal to the sale proceeds less certain costs of disposal. The proceeds from the sale of Entitlements should not be treated as ordinary income. Individuals, complying superannuation entities or trustees that have held their existing Shares for at least 12 months prior to the date of disposal, should be entitled to discount the amount of a capital gain resulting from the sale of the Entitlements (after the application of any current year or carry forward capital losses). The amount of this discount is 50% for individuals and trustees and 33 1 / 3% for complying superannuation entities. This is referred to as the CGT discount. The CGT discount is not available for companies that are not trustees. Trustees should seek specific tax advice regarding the tax consequences arising to beneficiaries because of discount capital gains. Notwithstanding the above, recent statements by the Australian Taxation Office have not expressly dealt with the sale of entitlements on ASX or off-market. You are advised to obtain professional advice as to the taxation treatment of such proceeds. 5.2 Entitlements not taken up Any Entitlements not taken up by you will lapse. New Shares in respect of lapsed Entitlements will be sold in the Retail Shortfall Bookbuild. Any Retail Premium will be remitted as a cash payment to you. The Commissioner of Taxation (Commissioner) expressed the view in Taxation Alert TA 2009/11 Retail Premiums paid on unexercised share entitlements and the accompanying Fact Sheet, dated 19 May 2009, that any Retail Premium received by you in these circumstances is to be treated as either an unfranked dividend or as ordinary income. This view was reaffirmed in Draft Taxation Ruling TR 2010/D8 issued on 10 December On that basis, whether the proceeds are treated as an unfranked dividend or as ordinary income, the Retail Premium will be subject to tax on income account without the benefit of any tax offsets such as dividend imputation. As a consequence, you will not be able to apply the capital gains tax discount, nor be able to offset the Retail Premium with any capital losses.

21 18For personal use only It is not clear whether the position adopted by the Commissioner is correct at law. Nevertheless, at present, the description above is a summary of the manner in which the Commissioner will apply the law, and the Commissioner may expect that you would treat the Retail Premium as an unfranked dividend or ordinary income. You are advised to obtain professional advice as to the taxation treatment of such proceeds. Given the Commissioner s position, Origin considers that it will be obliged to withhold tax in relation to any Retail Premium on sale of your Entitlement under the Retail Shortfall Bookbuild unless you have provided your Tax File Number (TFN) or Australian Business Number (ABN). If you are an Australian tax resident shareholder, and you have not previously provided your TFN or ABN to Origin, you may wish to do so prior to the close of the Retail Entitlement Offer to ensure that withholding tax is not deducted from any Retail Premium payable to you at the rate of 46.5%. You are able to provide your TFN or ABN online with the Origin Share Registry your details online, you will be required to enter your Security Reference Number (SRN) or Holder Identification Number (HIN) as shown on your Issuer Sponsored/ CHESS statements and other personal details such as your postcode. 5.3 Taking Up of Entitlements No income tax or capital gains tax liability will arise on the taking up of Entitlements. If you take up all or part of your Entitlement you will acquire New Shares. The cost base of each New Share for CGT purposes will be equal to the Offer Price plus any non-deductible incidental costs you incur in acquiring New Shares. New Shares will be taken to have been acquired on the day you exercise the Entitlements. Note that the comments above are only relevant where you currently hold Shares in Origin which are taken to have been acquired on or after 20 September 1985 for tax purposes. 5.4 Dividends on New Shares as a result of Entitlements taken up Any future dividends or other distributions made in respect of New Shares will be subject to the same income taxation treatment as dividends or other distributions made on existing Shares held in the same circumstances. 5.5 Disposal of New Shares The disposal of a New Share will constitute a disposal for CGT purposes. On disposal of a New Share, you will make a net capital gain if the capital proceeds net of transaction fees on disposal exceed the total cost base of the New Share. You will make a net capital loss if the capital proceeds net of transaction fees are less than the total reduced cost base of the New Share. The cost base of New Shares is described above in Section 5.3. Individuals, trustees or complying superannuation entities that have held New Shares for 12 months or more at the time of disposal should be entitled to apply the applicable CGT discount factor to reduce the capital gain (after offsetting capital losses). The CGT discount factor is 50% for individuals and trustees and 33 1/3% for complying superannuation entities. New Shares will be treated for the purposes of the capital gains tax discount as having been acquired when you exercise your Entitlement. Accordingly, in order to benefit from the CGT discount in respect of a disposal of those New Shares, New Shares must have been held for at least 12 months after the date of being taken up before the disposal occurs. If you make a capital loss, you can only use that loss to offset other capital gains from other sources; i.e. the capital loss cannot be used against taxable income on revenue account. However, if the capital loss cannot be used in a particular income year it can be carried forward to use in future income years, providing certain tests are satisfied.

22 For personal use only ORIGIN ENERGY RETAIL OFFER BOOKLET Taxation of Financial Arrangements (TOFA) The Tax Laws Amendment (Taxation of Financial Arrangements) Act 2009 (TOFA Amendments) made amendments to the Australian income tax law that operate to make assessable or deductible, gains or losses arising from certain financial arrangements. The TOFA Amendments will apply for income tax years commencing on or after 1 July 2010 unless a valid election has been made for the TOFA Amendments to apply from an earlier date. A valid election can also be made to apply the TOFA Amendments to existing financial arrangements held at the relevant start date. An entitlement or right to receive a share is a financial arrangement. However, depending on the circumstances of the particular taxpayer, the TOFA Amendments may be effectively excluded from applying. Further, certain taxpayers (including many individuals) may be excluded from the application of the TOFA Amendments unless they make a valid election for it to apply. As the application of the TOFA Amendments is dependent on the particular facts and circumstances of the taxpayer, you should obtain your own advice in relation to the potential applicability of the amendments contained in the TOFA Amendments, in light of your own individual facts and circumstances. 5.7 Other Australian taxes No Australian Goods and Services Tax (GST) or stamp duty will be payable in respect of the issue, sale or taking up of Entitlements or the acquisition of New Shares.

23 For personal use only Section 6 ASX Announcements

24 ORIGIN ENERGY RETAIL OFFER BOOKLET Origin Investor Presentation dated 15 March March 2011 Origin Energy Limited $2.3 billion pro rata renounceable Entitlement Offer NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES For personal use only

25 2 Important Notices Important Notice This presentation ("Presentation") has been prepared by Origin Energy Limited, ABN ("Origin"). This Presentation has been prepared in relation to a pro rata renounceable entitlement offer of new Origin ordinary shares ("New Shares"), to be made to: eligible institutional shareholders of Origin ("Institutional Entitlement Offer"); and eligible retail shareholders of Origin ("Retail Entitlement Offer"), under section 708AA of the Corporations Act 2011 (Cth) ("Corporations Act") as modified by ASIC relief obtained in relation to the entitlement offer (together, the "Entitlement Offer"). Summary information The information contained in this Presentation is of a general nature and no representation or warranty, express or implied, is provided in relation to the accuracy or completeness of the information. None of the underwriters, nor any of their respective advisers, nor the advisers to Origin, have authorised, permitted or caused the issue, submission, dispatch or provision of this Presentation and, except to the extent referred to in this Presentation, none of them makes or purports to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by any of them. The historical information in this Presentation is, or is based upon, information that has been released to the Australian Securities Exchange ( ASX ). It should be read in conjunction with Origin s other periodic and continuous disclosure announcements (read as at their date of release) including Origin s results for the half year ended 31 December 2010 lodged with ASX on 24 February 2011 available at. Not an offer This Presentation is not a prospectus, disclosure document, product disclosure statement or other offering document under Australian law or under any other law. It is for information purposes only and is not an invitation nor offer of securities for subscription, purchase or sale in any jurisdiction. Any decision to purchase New Shares must be made on the basis of the information to be contained in a separate offer document to be prepared and issued to eligible investors. The retail offer booklet for the Retail Entitlement Offer will be available following its lodgement with ASX. Any eligible retail shareholder who wishes to participate in the Retail Entitlement Offer should consider the retail offer booklet in deciding to apply under that offer. Anyone who wishes to apply for New Shares under the Retail Entitlement Offer will need to apply in accordance with the instructions contained in the retail offer booklet and the entitlement and application form. This Presentation does not constitute financial product advice and does not and will not form any part of any contract for the acquisition of New Shares. This Presentation does not purport to contain all the information that a prospective investor may require in evaluating a possible investment in Origin nor does it contain all the information which would be required in a prospectus prepared in accordance with the requirements of the Corporations Act. U.S. restrictions This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. This Presentation may not be distributed or released in the United States. The New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 (the U.S. Securities Act ) or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States absent registration except in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws. Underwriters Related bodies corporate of the underwriters are lenders under the facilities that Origin drew upon to fund the acquisition of the Country Energy and Integral Energy retail businesses and Eraring GenTrader arrangements on 1 March Part of the proceeds from the Entitlement Offer will be used to repay part of those facilities and accordingly will be paid by Origin to the underwriters or their related bodies corporate. In addition, Origin will pay the underwriters an underwriting fee. Not investment advice This Presentation has been prepared without taking account of any person's investment objectives, financial situation or particular needs and prospective investors should conduct their own independent investigation and assessment of the Entitlement Offer and the information contained in, or referred to in, this Presentation. An investment in Origin is subject to investment risk including possible loss of income and principal invested. Please see the Key Risks Section of this Presentation for further details. 22For personal use only

26 ORIGIN ENERGY RETAIL OFFER BOOKLET 23 3 Important Notices (cont.) Financial amounts All dollar values are in Australian dollars (A$) and financial data is presented as at the date stated. The pro forma financial information and past information provided in this Presentation is for illustrative purposes only and is not represented as being indicative of Origin s views on its future financial condition and/or performance. Investors should note that past performance, including past share price performance, of Origin cannot be relied upon as an indicator of (and provides no guidance as to) future Origin performance including future share price performance. The pro forma historical financial information included in this Presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission. Investors should be aware that certain financial data included in this Presentation are non-gaap financial measures under Regulation G of the U.S. Securities Exchange Act of These measures include EBIT, EBITDA, EBIT to sales margin, underlying EBITDA, underlying earnings per share and underlying profit. The disclosure of such non-gaap financial measures in the manner included in this Presentation may not be permissible in a registration statement under the U.S. Securities Act. These non-gaap financial measures do not have a standardized meaning prescribed by Australian Accounting Standards and therefore may not be comparable to similarly titled measures presented by other entities, and should not be construed as an alternative to other financial measures determined in accordance with Australian Accounting Standards. Although Origin believes these non-gaap financial measures provide useful information to users in measuring the financial performance and condition of the business, investors are cautioned not to place undue reliance on any non-gaap financial measures and ratios included in this Presentation. Future performance This Presentation contains certain "forward looking statements". Forward looking statements can generally be identified by the use of forward looking words such as "anticipate", "believe", "expect", "project", "forecast", "estimate", "likely", "intend", "should", will, "could", "may", "target", "plan" and other similar expressions within the meaning of securities laws of applicable jurisdictions, and include statements regarding the effects of the NSW acquisition, the progress of the Australian Pacific LNG project and the outcome and effects of the equity raising. Indications of, and guidance or outlook on future earnings, distributions or financial position or performance are also forward looking statements. The forward looking statements contained in this Presentation involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of Origin, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. See Appendix A for a discussion of certain risks that may affect the outcome of matters discussed in forward looking statements. Refer to the Key Risks section of this document for a summary of certain general and Origin specific risk factors that may affect Origin. There can be no assurance that actual outcomes will not differ materially from these forward-looking statements. Reserves The statements in this document relating to reserves and resources have been compiled by Andrew Mayers, a full-time employee of Origin. Andrew Mayers is qualified in accordance with ASX listing rule 5.11 and has consented to the form and context in which these statements appear. Reserves quoted here have been compiled in a manner consistent with the Petroleum Resources Management System 2007 published by Society of Petroleum Engineers (SPE). This document may be found at the SPE website. Further information regarding the formulation of Origin s reserves may be found in Origin s Management Discussion and Analysis released to the ASX on 24 February 2011 and its Annual Reserves Report released to the ASX on 30 July 2010, including information on the calculation of reserves and the existence of reversion rights in some areas. Disclaimer No party other than Origin has authorised or caused the issue, lodgement, submission, dispatch or provision of this Presentation, or takes any responsibility for, or makes or purports to make any statements, representations or undertakings in this Presentation. No person is authorised to give any information or make any representation in connection with the Entitlement Offer which is not contained in this Presentation. Any information or representation not contained in this Presentation may not be relied upon as having been authorised by Origin in connection with the Entitlement Offer. To the maximum extent permitted by law, Origin, the underwriters and their respective affiliates, officers, employees, agents and advisers disclaim all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Entitlement Offer and the information in this Presentation being inaccurate or due to information being omitted from this Presentation, whether by way of negligence or otherwise, make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of the information in this Presentation and, with regards each underwriter, its affiliates, officers employees, agents and advisers, take no responsibility for any part of this Presentation. Each underwriter makes no recommendation as to whether you or your related parties should participate in the Entitlement Offer nor does it make any representations or warranties to you concerning this Entitlement Offer or any such information, and you represent, warrant and agree that you have not relied on any statements made by each underwriter or any of its affiliates in relation to the New Shares or the Entitlement Offer generally. The information in this Presentation remains subject to change without notice. Origin reserves the right to withdraw or vary the timetable for the Entitlement Offer without notice. Not for distribution in the United States of America For personal use only

27 4 Outline 1) Overview 2) Acquisition of the NSW Energy Assets 3) Outlook and Business Update 4) Equity Raising 5) Key Risks Appendix A. Forward Looking Assumptions B. Foreign Jurisdictions C. Definition of Key Terms page 5 page 10 page 17 page 22 page 27 24For personal use only

28 ORIGIN ENERGY RETAIL OFFER BOOKLET 25 1) Overview For personal use only

29 6 Origin is raising $2.3 billion to refinance part of the debt funding for the acquisition of the NSW Energy Assets and to strengthen its balance sheet Purpose Refinance part of the debt used to fund the $3.26 billion 1 acquisition of the Integral Energy and Country Energy retail businesses and the Eraring Energy GenTrader arrangements (NSW Energy Assets) Strengthen Origin s balance sheet for investment in other growth opportunities Offer Structure 1 for 5 fully underwritten pro rata renounceable entitlement offer to and Size 2 raise approximately $2.3 billion Institutional Entitlement Offer is accelerated Retail entitlements may be traded on ASX Offer Price $13.00 per New Share 17.0% discount to Origin s closing price on 14 March % discount to the theoretical ex-rights price (TERP) 2 Institutional Entitlement Offer Institutional Entitlement Offer March 2011 Institutional shortfall bookbuild 17 March 2011 Retail Entitlement Offer Retail Entitlement Offer 21 March to 13 April 2011 Retail entitlements trade on ASX from 18 March to 6 April 2011 Retail shortfall bookbuild 18 April 2011 (1) Includes the impact of a $9 million price increase on completion reflecting higher than expected coal inventory held by Eraring Energy (2) Refer to pages for further details about the Entitlement Offer, an explanation of the theoretical ex-rights price and the proposed timetable 26For personal use only

30 Origin is Australia s leading integrated energy company Listed in the S&P/ASX 20 index with a market capitalisation of over $13.8 billion 1 and approximately 4,400 employees Australia s largest energy retailer servicing 4.6 million electricity, natural gas and LPG customer accounts 2 Holds one of Australia s largest generation portfolios with capacity and contractual arrangements in excess of 5,800 MW 3 One of the leading producers of gas in eastern Australia Developing a CSG to LNG project based on Australia's largest CSG reserves base through Australia Pacific LNG, Origin s 50:50 incorporated joint venture 4 with ConocoPhillips Major shareholder in Contact Energy, one of New Zealand's leading integrated energy companies The largest retailer of green energy in Australia with investments in renewable energy technologies reflecting Origin s strong focus on sustainability focused on gas and oil exploration and production, power generation and energy retailing (1) Based on market close, 14 March 2011 (2) Includes Country Energy s natural gas and LPG customer accounts which have not yet transferred to Origin (approximately 42,000 in total) (3) Includes Mortlake Power Station, currently under construction and expected to be operational in 2012, and 2,800 MW from Eraring power station, which represents the total contract capacity upon completion of the current unit upgrades in 2012 (4) A non-binding HoA has been signed with Sinopec (see pages 19 and 20) to invest in a 15% interest in the project which will reduce Origin and ConocoPhillips interests to 42.5% each if it becomes binding 7 For personal use only ORIGIN ENERGY RETAIL OFFER BOOKLET 27

31 Origin has built its business around a fuel position which allows it to manage risks in wholesale energy markets, with retail customers providing revenue stability Fuel Generator Retailer PJe 7,000 6,000 5,000 4,000 3,000 2,000 1,000 Extensive thermal and renewable fuel position 0 Origin 2P Reserves as at 31 December 2010 Renewable Resources: Wind Geothermal Hydro Solar Oil Condensate LPG Conv. Gas CSG MW 16,000 14,000 12,000 10,000 One of Australia s largest Australia s largest energy generation portfolios 1 retailer 2 8,000 6,000 4,000 2,000 Renewables Under Construction (Gas) Gas Liquids Hydro Coal Owned & Contracted Thermal Opportunities Renewable Opportunities Electricity and Natural Gas Market Share in the NEM Regions Origin s extensive thermal position is supplemented with increasing interests in both emerging and proven renewable energy sources including hydro, geothermal, solar and wind (1) Thermal and Renewable Opportunities represent generation development opportunities at various stages of the development process and which are subject to further commercial agreements, regulatory approvals or internal approval (2) Based on customer accounts as at 30 June 2010 including pro forma adjustments for asset acquisitions as part of the NSW Energy Reform process For personal use only

32 ORIGIN ENERGY RETAIL OFFER BOOKLET 29 The implementation of Origin s strategy has delivered growth in underlying earnings through the deployment of capital Total Shareholder Return Listing to March 2011 Underlying Profit 1 1,600 Underlying Profit CAGR 23% 1,2 1,400 1,200 Origin Energy S&P/ASX 100 (Underlying Earnings per Share CAGR: 17% 1,2 ) $ millions 1, ,000 8,000 7,000 6,000 5,000 4,000 3,000 2,000 1, Indexed to 100 from 21 February 2000 to 11 March 2011 Productive Capital & Free Cash Flow 3 Productive Capital CAGR 16% 2 Productive Capital (LHS) Financial Year $ millions $ millions Free Cash Flow (RHS) Free Cash Flow CAGR 22% 2 Productive Capital by Segment 3 31 December 2010 Pro Forma for Acquisition 4 Financial Year (1) Underlying Profit represents Statutory Profit excluding items that do not reflect the performance of Origin s ongoing business. Figures for FY01 FY04 are based on Statutory Profit prepared under Australian GAAP, the FY05 figure represents Statutory Profit prepared under A-IFRS, and FY06 - FY10 represent Underlying Profit prepared under A-IFRS (2) CAGR is calculated from pro forma figures in the year of listing in 2000 to Figures for 2000 exclude significant one-off items (3) Productive Capital is funds employed including 50% of Australia Pacific LNG and excludes capital work in progress; Free Cash Flow is cash available to fund distributions to shareholders and growth capital expenditure (4) Productive Capital figures reflect the year ended 31 December 2010 adjusted on a pro forma basis for the acquisition of the NSW Energy Assets Note: Past performance of Origin (including share price) cannot be relied upon as an indicator of future performance Contact 33% Retail 27% * E&P 23% Generation 18% Contact 26% Retail 37% E&P 17% Generation 20% 9 For personal use only

33 2) Acquisition of the NSW Energy Assets 30For personal use only

34 ORIGIN ENERGY RETAIL OFFER BOOKLET On 1 March 2011 Origin acquired the Integral Energy and Country Energy retail businesses, and entered into the Eraring GenTrader arrangements for $3.26 billion 1,2 Integral Energy + Country Energy retail businesses Acquisition Price: $2,300 million 1 Customer Accounts as at 30 June 2010: Annual Sales Volumes and Revenues year ended 30 June 2010: Electricity: 1.6 million Natural Gas: 33 thousand LPG: 9 thousand Electricity: 26 TWh Natural Gas: 4.5 PJ Revenues: $3.8 billion Eraring GenTrader arrangements Contract Price: $959 million 1,2 Power Station Contracts: Eraring Power Station 2,800 MW 3 Black Coal Shoalhaven Scheme 240 MW Pumped Hydro The transaction is expected to be materially accretive to underlying earnings per share 4 (1) Acquisition price excludes GST and stamp duty outside of NSW but includes stamp duty in NSW (2) Includes the impact of a $9 million price increase on completion reflecting higher than expected coal inventory held by Eraring Energy. Excludes a conditional amount of up to $198 million which will be payable if certain payments under the GenTrader arrangements are ruled to be tax deductible. An ATO tax ruling will be sought (3) This capacity is expected to be available in 2012 after completion of the current upgrade of each unit from 660 MW to 720 MW (4) Refer to the Key Risks section and Appendix A Forward Looking Assumptions when considering this information For personal use only

35 12 The acquisition of the Integral Energy and Country Energy retail businesses increased Origin s customer accounts by over 50% to 4.6 million Customer Accounts 30 June 2010 ( 000) Integral Energy Country Energy Origin COMBINED Electricity and Natural Gas Market Share in the NEM Regions 1 Electricity ,721 3,324 Natural Gas LPG TOTAL ,938 4,583 pre-acquisition post-acquisition Integral Energy s electricity-only customer base represents an opportunity to provide a dual-fuel offering with natural gas which is available in the area Country Energy is the incumbent retailer in regional NSW and has a stable customer base with a large portion of customers having not chosen to switch retailer GenTrader arrangements provide long term competitive cost of energy Country Energy and Integral Energy have complementary load profiles which lowers risk management costs and the GenTrader arrangements support Origin s vertically integrated business model by providing 3,040 MW of generation capacity (1) Based on number of customer accounts, as at 30 June Post acquisition adjusted for asset sales as part of the NSW Energy Reform process (2) The transfer to Origin of Country Energy LPG customer accounts is expected to be completed in the near future. The natural gas customer accounts are expected to transfer to Origin after an extended transitional period 32For personal use only

36 ORIGIN ENERGY RETAIL OFFER BOOKLET Integral Energy holds NSW s second largest electricity customer base with an incumbent position in NSW growth corridors Customer Accounts 30 June 2010 ( 000) Electricity Mass Market 840 Electricity Commercial and Industrial 8 Total 848 Energy Consumption FY ended 30 June 2010 Electricity Mass Market (TWh) 7.2 Electricity Commercial and Industrial (TWh) 3.8 Retail Revenue ($ billion) 1.6 while Integral s electricity-only customer base represents an opportunity to provide a dual-fuel offering with natural gas which is available in the area For personal use only

37 14 Country Energy is the incumbent retailer in regional NSW and has a stable customer base with a large portion of customers having not chosen to switch retailer Customer Accounts 30 June 2010 ( 000) Electricity Mass Market 749 Electricity Commercial and Industrial 6 Natural Gas 33 1 LPG 9 1 Total 797 Energy Consumption FY ended 30 June 2010 Electricity Mass Market (TWh) 6.6 Electricity Commercial and Industrial (TWh) 8.1 Natural Gas (PJ) 4.5 Retail Revenue ($ billion) 2.2 while its wide geographic spread means peak demand is less likely to be correlated across the whole region, which lowers the cost of risk management (1) The transfer to Origin of Country Energy LPG customer accounts is expected to be completed in the near future. The natural gas customer accounts are expected to transfer to Origin after an extended transitional period 34For personal use only

38 ORIGIN ENERGY RETAIL OFFER BOOKLET The Eraring GenTrader arrangements provide Origin with contractual rights over a significant portfolio of power generation Under the GenTrader arrangements, Origin supplies the fuel, pays the agreed charges, including operating and maintenance charges, and has the contractual right to the electricity output while Eraring Energy will own, operate and maintain the power stations Power Station Commissioning Date GTA Expiry Fuel Units Units Size (MW) Contract Capacity (MW) Eraring Energy Eraring Black Coal ,800 1 Shoalhaven Scheme Bendeela Pump/Hydro Kangaroo Valley Pump/Hydro Total Generation Trading Agreement Contract Capacity (MW) 3,040 Eraring Power Station Located 30 km south-west of Newcastle Reliable and flexible plant Provides Origin with base to intermediate generation Currently supplies approximately 7% of the annual NEM energy requirements Shoalhaven Scheme Located south of Sydney Can generate electricity during peak price periods using water pumped for storage during periods of low wholesale prices Fast start capability, requiring 10 minutes from start to full load Eraring Power Station Shoalhaven Scheme and support Origin s fuel, plant and geographically diversified generation portfolio (1) This capacity is expected to be available in 2012 after completion of the current upgrade of each unit from 660 MW to 720 MW For personal use only

39 16 The value of the NSW acquisition reflects an expectation that it will make a contribution to the Retail segment in line with the current EBIT to sales margins of 8% to 9% in Origin s existing Retail business 1 The Eraring GenTrader arrangements support margins in the retail business by providing a competitive cost of energy The combination of Country Energy and Integral Energy provides benefits of diversity which lowers the cost of risk management Origin expects the current low market churn levels in NSW to increase following the acquisition, which will likely result in a decline in Origin s NSW customer numbers over time and may result in additional costs to acquire Under Transitional Services Agreements, the sellers of the NSW Energy Assets continue to provide customer services but at a cost which is higher than Origin s current cost to serve. Consequently, a provision has been raised on completion that will contribute to EBIT margins as it unwinds to offset this higher cost over the terms of these agreements Once transition is complete, scale benefits should reduce cost to serve The acquisition includes hedge contracts, power purchase agreements and green rights contracts which are fair valued. The unwinding of these items will add to the expected EBIT margins The GenTrader arrangements will be reported in the Generation segment and will earn a tolling return on funds employed consistent with existing assets in the Generation segment (1) Existing Retail margins are based on retail electricity and gas activities only (excludes LPG). Investors should also refer to the Key Risks Section of this Presentation and Appendix A Forward Looking Assumptions when considering this information 36For personal use only

40 ORIGIN ENERGY RETAIL OFFER BOOKLET 37 3) Outlook and Business Update For personal use only

41 18 Based on prevailing market conditions and taking into account the factors below, Origin expects full year Underlying EBITDA to increase by around 35 per cent 1 for FY11 compared with the prior financial year Origin expects the trend in operational performance observed in the first half to continue into the second half, with the following factors also influencing the performance of the underlying business: A significantly lower level of greenfields exploration activity will be undertaken and consequently a lower level of exploration expense is expected Recent floods and volatile weather conditions will have an impact on operations during the second half Origin s generation portfolio will continue to contribute to earnings in line with the increased productive capital deployed in this segment, however it is not anticipated that the Mortlake Power Station will make any contribution to the result for the full year At the full year, electricity and gas retailing margins are expected to be in line with the prior year reflecting natural seasonality in the Retail business A four month contribution from the NSW Energy Assets acquired on 1 March 2011 and also anticipates an increase in Underlying Profit of around 15 per cent 1 for FY11 when compared with the prior financial year (1) Investors should also refer to the Key Risks Section of this Presentation and Appendix A Forward Looking Assumptions when considering this information 38For personal use only

42 ORIGIN ENERGY RETAIL OFFER BOOKLET Substantial progress continues to be made by Australia Pacific LNG across all areas of the CSG to LNG project Milestone Timing (Calendar Years) Initial Advice Statement (IAS) submitted Q Project declared as Significant by the Queensland Government Q Curtis Island Site selected Q Commenced FEED work Q P reserves increased to over 11,000 PJ Q Federal and State approvals Issued major upstream and downstream contracts Q4 2010/ Q ongoing Non-binding HOA signed with Sinopec Q Target Final Investment Decision ( FID ) 2011 Laird Point (Curtis Island) Picture shows 2 train project. Example illustration only In addition to Sinopec, Australia Pacific LNG remains well advanced in negotiations with further buyers of LNG as it moves towards FID To progress FID in the near term, Origin and ConocoPhillips have agreed a potential deferral of the FID contingency payments for the first two LNG trains Long lead items and early works are being awarded in anticipation of FID to allow for first LNG production in 2015 Target first LNG Production 2015 For personal use only

43 20 Progress is being made on converting the non-binding Heads of Agreement with Sinopec to binding agreements On 25 February 2011, Australia Pacific LNG and Sinopec signed a non-binding Heads of Agreement establishing terms for Sinopec to purchase LNG and to subscribe for equity in Australia Pacific LNG. Key commercial terms include: 15% ownership interest, reducing Origin's and ConocoPhillips' interest on completion to 42.5% each Supply of up to 4.3 million tonnes per annum of LNG over 20 years Since the announcement, progress has been made towards binding agreements While Origin expects that a transaction in line with that announced on 25 February will be concluded in the near future, and possibly during the Offer period, there is no assurance of any such timing. There is also no assurance either that binding agreements will be signed or as to the terms on which Australia Pacific LNG may reach agreement If binding agreements are concluded, a further announcement will be released to the market. These agreements will be subject to conditions, including Chinese and Australian regulatory approvals and Australia Pacific LNG reaching FID 40For personal use only

44 ORIGIN ENERGY RETAIL OFFER BOOKLET In addition to Australia Pacific LNG s export project, Origin continues to develop a number of significant growth opportunities Completion of Mortlake Power Station Implementation of the Retail transformation program BassGas mid-life enhancement project Australia Pacific LNG s investments in the Fairview field associated with the GLNG project and the ATP 648 and 620 permits associated with the QCLNG project CSG exploration opportunities at Ironbark in Queensland Exploration opportunities in the Lamu Basin in Kenya and the Canterbury Basin in New Zealand benefiting from farm-out arrangements with strong joint venture parties Continuing development of geothermal opportunities in Australia, Indonesia and New Zealand including the Te Mihi geothermal development being undertaken by Contact Thermal and renewable generation development options, including new greenfields developments, potential expansion of existing generation sites and potential acquisitions of renewable assets The potential commercial development of solar photovoltaic technology through Transform Solar, a joint venture with Micron Technology Inc The Purari hydro-electric project which is designed to bring base-load renewable energy to Papua New Guinea and Queensland For personal use only

45 4) Equity Raising 42For personal use only

46 ORIGIN ENERGY RETAIL OFFER BOOKLET Overview of Entitlement Offer Entitlement Offer Structure and Size Institutional Entitlement Offer Retail Entitlement Offer 1 for 5 fully underwritten Pro rata Accelerated Institutional, Tradeable Retail Entitlement Offer (PAITREO) to raise approximately $2.3 billion, comprised of: Institutional Entitlement Offer to raise approximately $1.15 billion Retail Entitlement Offer to raise approximately $1.15 billion Record date is 7pm (Sydney time) on 18 March 2011 Institutional Entitlement Offer from 15 March to 16 March 2011 Institutional shortfall bookbuild on 17 March 2011 for institutional renunciations 1 Institutional entitlements will not trade on ASX Retail Entitlement Offer from 21 March to 13 April 2011 Retail entitlements may be traded on ASX from 18 March to 6 April 2011 Retail shortfall bookbuild on 18 April 2011 for retail entitlements not exercised 1 Offer Price $13.00 per New Share 17.0% discount to Origin s closing price on 14 March % discount to the theoretical ex-rights price (TERP) 2 Ranking and Dividend Policy All New Shares issued will rank equally with existing shares from issue Dividend policy unchanged at the greater of $0.50 per share or 60% of underlying profit (1) Any proceeds in excess of the Offer Price from the respective bookbuilds will be paid to relevant renouncing shareholders pro rata (net of any applicable withholding tax) (2) The theoretical ex-rights price is the price at which Origin ordinary shares should trade immediately after the ex-date for the Entitlement Offer assuming 100% take-up of the offer. The theoretical ex-rights price is a theoretical calculation only and the actual price at which Origin ordinary shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not be equal to the theoretical ex-rights price For personal use only

47 24 Origin is raising $2.3 billion to refinance part of the debt funding for the acquisition of the NSW Energy Assets and to strengthen its balance sheet Proceeds from the equity raising will be used to reduce debt, including the refinancing of part of the debt used to fund the $3.26 billion acquisition of the NSW Energy Assets The equity raising will also strengthen Origin s balance sheet for investment in other growth opportunities Origin is assessing a range of funding options for Australia Pacific LNG which will be considered separately from this Entitlement Offer 44For personal use only

48 ORIGIN ENERGY RETAIL OFFER BOOKLET Pro forma Statement of Financial Position The table below presents the pro forma impact of the acquisition of the NSW Energy Assets, the acquisition funding and the proposed equity raising as if they had occurred on 31 December 2010 A$ million 31 December NSW Energy Asset Acquisition Pro Forma 2,3 Acquisition Funding Pro Forma Equity Raising Pro Forma Origin Pro Forma combined 31 December 2010 Assets Cash and cash equivalents Trade and other receivables 1, ,023 Property, plant and equipment 8, ,862 Intangible assets 2,774 2, ,156 Other assets 7, ,243 TOTAL ASSETS 21,532 4, ,979 Liabilities Trade and other payables 1, (146) 5 0 1,573 Interest-bearing liabilities current ,800 (1,800) 362 Interest-bearing liabilities- non-current 3, ,539 (452) 4,251 Other liabilities 5, ,604 TOTAL LIABILITIES 10,564 1,285 3,193 (2,252) 12,790 NET ASSETS 10,968 3,127 (3,158) 2,252 13,189 TOTAL EQUITY 10,968 (31) 4 0 2, ,189 Net debt/(net debt & Equity) 20.5% 22.9% 1) Extracted from the Consolidated Interim Financial Report for 6 months ended 31 December 2010 released by Origin to ASX on 24 February ) Australian Accounting Standards allow for 12 months from completion to finalise accounting and purchase price allocation. Origin has assessed initial fair value adjustments which are reflected above however these may be subject to change on finalisation of the purchase price allocation after completion 3) Acquisition amount excludes GST and a conditional amount of up to $198 million which will be payable if certain payments under the GenTrader arrangements are ruled to be tax deductible. An ATO tax ruling will be sought 4) Expensing of $31 million of transaction costs expected to be incurred post 31 December ) Reflects stamp duty which was accrued in the 31 December 2010 Interim Statement of Financial Position 6) Assumes gross equity proceeds of $2,302 million net of $50 million of estimated transaction costs For personal use only

49 26 Entitlement Offer timetable Event Date (2011) Trading halt, Institutional Entitlement Offer opens Tuesday 15 March Institutional Entitlement Offer closes Wednesday 16 March Institutional shortfall bookbuild Thursday 17 March Existing shares recommence trading on ASX Friday 18 March Retail Entitlements trading on ASX begins Friday 18 March Record Date for eligibility in the Entitlement Offer 7pm Friday 18 March Retail Entitlement Offer opens Monday 21 March Retail offer booklet despatched Thursday 24 March Retail Entitlements allotted Thursday 24 March Settlement of the Institutional Entitlement Offer Monday 28 March Issue and quotation of New Shares under the Institutional Entitlement Offer Tuesday 29 March Retail Entitlements trading on ASX ends Wednesday 6 April New Shares under the Retail Entitlement Offer commence trading on ASX on a deferred settlement basis Thursday 7 April Retail Entitlement Offer closes 5pm, Wednesday 13 April Retail shortfall bookbuild Monday 18 April Settlement of the Retail Entitlement Offer Wednesday 27 April Issue of New Shares under the Retail Entitlement Offer Thursday 28 April New Shares under the Retail Entitlement Offer commence trading on ASX on a normal settlement basis Friday 29 April The above timetable is indicative only and subject to change. All times are references to Sydney time. Origin reserves the right to vary these dates or to withdraw the Entitlement Offer at any time 46For personal use only

50 ORIGIN ENERGY RETAIL OFFER BOOKLET 47 5) Key Risks For personal use only

51 28 Key Risks An investment in Origin has risk attached to it and neither Origin nor its Directors, management and any related entities, nor any party associated with the preparation of this Presentation, is able to guarantee that any specific objectives of Origin or any particular performance of shares will be achieved. Prior to making an investment decision, investors should read this entire document and carefully consider all risk factors. Investors should have regard to their own investment objectives and financial circumstances and should seek appropriate professional advice before deciding whether to invest. Origin s business activities and investments (present and future), including those associated with the recently acquired retail businesses of Country Energy and Integral Energy and the GenTrader arrangements with Eraring Energy, are subject to risk factors, both specific to its business activities and investments (present and future) and of a general nature. Many of these risk factors are outside the control of Origin and while management implements risk strategies not all risks can be fully mitigated. These risks include, but are not limited to, the risks set out in this document, all of which (individually or in combination) might lead to a material variation in the performance of the business and may adversely affect the future operating and financial performance of Origin and the value of its shares. ORIGIN GENERAL BUSINESS RISKS Exposure to Wholesale Electricity Market A key part of Origin's business involves securing wholesale supply of electricity and managing the associated volatility in the wholesale electricity market. Wholesale electricity prices, in both Australia and New Zealand, are volatile and are influenced by many factors which are difficult to predict including weather and climate patterns; operating constraints of power stations; transmission infrastructure and distribution infrastructure; generator competitive behaviour; power station and gas plant reliability; the type and amount of new build power stations; actions of the market operator and changes in the market rules. Electricity procurement costs are hedged using a combination of derivative contracts and Origin's owned or contracted generation capacity. Notwithstanding the foregoing, it is not commercially practical to mitigate or hedge all risks associated with Origin's exposure to wholesale electricity prices and such movements in wholesale electricity prices may have an adverse impact on the profitability of Origin s retail segment. 48For personal use only

52 ORIGIN ENERGY RETAIL OFFER BOOKLET Key Risks (cont.) Competition in energy retailing, power generation and oil and gas exploration and production Origin s revenues are primarily derived from the sales of electricity, gas and LPG to customers across Australia, New Zealand and the Pacific. The markets in which Origin sells electricity and gas to retail and commercial and industrial customers are highly competitive and customers are able to change retailers. Competition with other energy retailers may lead to downward pressure on prices and margins, as well as significant losses in customer numbers which would reduce Origin s revenue below expected levels. High levels of customer churn impacts the cost of acquiring and maintaining Origin's customer base and can reduce operating margins. There are a significant number of competing power generators in the National Electricity Market. The competitiveness of Origin s generation fleet is dependent upon a number of factors including 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. Origin is also 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. Regulation of Retail Electricity and Gas Prices Various States have retail price setting regimes administered by independent regulatory bodies which cap the prices at which Origin and its competitors can sell electricity (in the case of South Australia, New South Wales and Queensland) and natural gas (in the case of South Australia and New South Wales) to small retail customers (other than those who enter into market contracts). Each of the various State pricing regimes are 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 deterioration in profit margins. Demand for Energy The volume of electricity, natural gas and LPG sold by Origin is dependent on both wholesale and retail customer demand, which is influenced by a range of variables including energy usage behaviours in people s homes and in business and industrial facilities; technological advancement; mandatory minimum appliance performance standards; new mandatory energy efficiency schemes; energy prices; prevailing consumer sentiment and economic conditions; weather conditions and other factors. Decreases in customer demand may reduce Origin s revenues and profit. For personal use only

53 30 Key Risks (cont.) Fuel Supply Risk Origin secures gas from a number of sources in order to fulfil retail demand and to supply gas fired generators. This includes gas which is sourced from reserves owned by Origin, gas purchased under contract from joint venture partners where Origin is a joint venture participant, gas purchased under contract from third parties and gas purchased from spot markets. To the extent that Origin s gas requirements increase, it may be required to enter into new contracts to secure additional gas and/or incur exploration and development costs. If Origin cannot procure sufficient gas supply its ability to operate its gas fired power stations to hedge its exposure to the wholesale electricity market, or fulfil its obligations to supply gas to its retail and corporate and industrial customers it would need to arrange alternate hedging arrangements and the arrangements may be on less favorable terms. Following the acquisition of the GenTrader arrangements, Origin will be required to procure coal to supply the Eraring Power Station this is discussed further below under the risk entitled Eraring Power Station Fuel Supply Risk. Joint Venture Arrangements Origin derives significant revenues through joint venture arrangements. Origin's joint venture partners may have economic or other business interests or goals that are inconsistent with the business interest or goals of Origin and may be in a position to take actions contrary to Origin's objectives or interests. There is also the risk that joint venture partners might become bankrupt or default on or fail to fulfill as expected their obligations thereby frustrating the performance of the joint venture and adversely affecting Origin or its interests in the joint venture or resulting in the joint venturer s interest in the joint venture becoming subject to external administration, transferred to creditors or sold to third parties. In some cases, Origin may have joint liability for performance of its joint venture partners. In some cases Origin is operator of the joint venture and is liable for the performance of the joint venture s operations and may be liable for some operational failures. Where Origin is the operator of joint venture assets, it may have rights to pass the cost or risk of those assets and the liabilities associated with them to the joint venture parties. 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 operational risk than its pro rata share of the joint venture. 50For personal use only

54 ORIGIN ENERGY RETAIL OFFER BOOKLET Key Risks (cont.) Reserves Risks There are numerous uncertainties inherent in estimating quantities of oil and gas reserves, including factors that are beyond Origin s control. In general, estimates of economically recoverable oil and gas reserves are based upon a number of 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 oil and gas 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 Australia Pacific LNG are, to some degree, uncertain and classifications of reserves are only attempts to define the degree of uncertainty involved. For these reasons, estimates of recoverable oil and gas reserves attributable to any particular group of properties and classification of such reserves based on risk of recovery and other factors may vary substantially. Actual production from reserves may vary from that predicted and such variances could be material. Origin acquired certain Coal Seam Gas interests from Tri-Star in 2002, including 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 with ConocoPhillips. At the time of acquisition of these tenements, Tri-Star was granted reversion rights to them. Approximately 19% of Australia Pacific LNG's 2P CSG reserves as at 31 December 2010 are subject to the reversion rights. If reversion occurs, it may mean that some or all of the reserves subject to reversion are not available for Australia Pacific LNG to sell in the future. Exploration and Development Risk Origin is involved in exploration for oil and gas reserves. Oil and gas exploration involves a number of significant risks. There is no assurance that oil and/or gas will be discovered in Origin's exploration tenements or that any particular undeveloped reserves or resources will proceed to development or will ultimately be recovered. Origin may also be liable for remediation 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 limit in size and may be greater than what Origin has provided for. Commodity Price Risk Origin s revenues include the sale of commodities such as gas and oil, and other products whose price is linked to the price of gas and oil, such as LPG and, potentially in the future, liquefied natural gas. In addition, Origin purchases commodities such as gas, distillate and coal in order to supply its own power generators. Changes in the price of certain commodities Origin sells or purchases may impact Origin s revenues, profit margins and competitive position. For personal use only

55 32 Key Risks (cont.) Climate Change Regulations In Australia and New Zealand, Origin is 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 as these regulations are amended and new legislation is introduced by State and Federal governments. While uncertainty as to the legislative framework remains, regulation of greenhouse gas emissions is still likely to become more stringent. The Eraring GenTrader arrangements have added a new exposure for Origin to the impact of these regulations. The Eraring Power Station utilises black coal as its primary fuel source while the Shoalhaven pumped storage scheme relies on the purchase of electricity from the grid to pump water to holding ponds so that it can be released during peak demand periods. Origin is responsible for the costs of any permits or taxes associated with carbon emissions under these agreements. As part of the Climate Change Regulations noted above, Origin is required to surrender Renewable Energy Certificates (RECs) at an amount representative to the federal government s legislated mandatory renewable energy target. RECs are created from electricity generated from renewable sources. If Origin cannot develop sufficient renewable generation or secure contracted supply of RECs to achieve this obligation it is at risk of penalties which may be payable. There is a risk that costs associated with climate change regulation may impact Origin s profitability to the extent these costs are unable to be passed on fully to customers, and impact the commercial viability and value of Origin s existing and proposed oil and gas reserves and production facilities (including the development of Australia Pacific LNG) and over time may reduce the competitiveness of its generation assets relative to other generation technologies. 52For personal use only

56 ORIGIN ENERGY RETAIL OFFER BOOKLET Key Risks (cont.) Operational Risks Origin undertakes complex and large scale operating activities including offshore and onshore exploration activities and drilling for gas and oil, construction and operation of hydrocarbon production facilities, transportation activities including shipping, and the operation of LPG facilities, gas transportation and the operation of electricity power stations. Operating equipment and facilities may not operate as intended or be available from time to time as a result of unanticipated failures or other events outside of Origin s control such as fires or catastrophic breakdowns or deliberate acts of destruction or interference or weather events which may reduce Origin profitability and ability to operate in the future. The size, nature and complexity of these activities in many cases pose risks in relation to the safety of the employees and contractors involved in these operations, the environment and local communities. These operational risks could materially and adversely affect Origin's business, results of operations and financial condition. In accordance with customary industry practices, Origin maintains insurance coverage limiting financial loss resulting from certain of these operating hazards. Origin performs a cost/benefit analysis when determining its insurance coverage, as not all risks inherent to the operations can be insured economically or at all. Losses and liabilities arising from uninsured or underinsured events could reduce Origin's revenues or increase costs. Origin may also be subject to remediation costs in relation to major operating projects, which is noted above in under Exploration and Development Risk. Reliance on Third Party Infrastructure Origin relies on infrastructure, including electricity and gas transmission and distribution networks, to transport its electricity and gas and to deliver these products to its customers. This infrastructure may be required to transport high volumes of gas and electricity over significant distances. In most cases Origin does not own the infrastructure which provides these transmission and distribution services. Any failure of infrastructure, including in particular transmission infrastructure, could materially and adversely affect Origin's ability to conduct its business and operations. For personal use only

57 34 Key Risks (cont.) Environmental Risks Origin's activities including power generation and oil and gas exploration and production must be operated within strict controls and processes to ensure compliance with various regulations, licenses and standards so that these activities are undertaken in a way which does not cause environmental harm. Any failure of these controls and processes may result in Origin breaching the applicable environmental regulations, and/or may lead to environmental damage. This could result in significant monetary damages, suspension of Origin's operations and reputational damage, all of which may reduce Origin s profitability and ability to operate in the future. Information regarding Origin s contaminated sites is contained in the notes to the accounts released to ASX for the half year ended 31 December Some of these sites are subject to continuing investigation by relevant regulators. Actual or perceived adverse environmental consequences of Origin activities may harm Origin s relationship with various external stakeholders including certain communities, organisations and governments who are impacted by Origin s operating and development activities. Deterioration in these relationships may restrict the ability of Origin to operate or pursue development opportunities. Labour There is a risk that Origin may need to pay a higher than expected cost to acquire or retain the necessary labour for its operations and the development projects. This could result in a material and adverse increase in Origin's costs or alternatively the development projects becoming delayed or uneconomic and not proceeding as planned. Certain Origin operations may be reliant on particular individuals with specialist knowledge of a particular asset, or a unique specialist skill set. The loss or failure to retain such individuals may impede the ability of Origin to undertake its activities as efficiently and effectively as it otherwise would be able to. Origin is also exposed to the risk that industrial disputes may arise (for example, in relation to claims for higher wages or better conditions) which might disrupt some of Origin s business. 54For personal use only

58 ORIGIN ENERGY RETAIL OFFER BOOKLET Key Risks (cont.) Construction and Project Delivery Origin undertakes investments in a variety of projects for the construction or expansion of plant, facilities, infrastructure, IT platforms and projects such as Origin s Retail Transformation project to develop new customer service and billing systems. These projects include, amongst others, development of thermal power stations, wind farms, geothermal power developments, solar photovoltaic technologies, gas storage and transportation infrastructure, oil and gas production facilities (including the potential development of the Australia Pacific LNG project), and hydro-electric power developments (currently in feasibility stage). There is a risk that major projects are delayed, cost more than intended or do not perform as planned. These risks may lead to lower returns on investment, reduced profitability, output which is delayed or lower than originally planned or with reduced ability to service Origin s customers. Sovereign Risk Origin s business is influenced by laws and government policy in a number of global regions in addition to Australia and New Zealand both directly through Origin s own operations, and indirectly through Origin s relationships with parties that are exposed to government policy in various global jurisdictions (for example, Origin s joint venture partners, suppliers and customers). Unforeseen or unpredictable changes in laws and government policy both in Australia, New Zealand and globally, including material and unforeseen changes to regulations and the risk of Government appropriation of private assets, could materially impact Origin s operations, assets, contracts and profitability. Origin completed the acquisition of the NSW Energy Assets on 1 March The current State opposition has indicated that if elected following the 26 March 2011 State election, they intend to establish a judicial inquiry into the transaction. If it proceeds, the outcome of this inquiry remains uncertain. Litigation The nature of Origin s business means that it has and is likely to be involved in litigation or similar dispute resolution processes arising from contractual disputes with suppliers, joint venture partners and contractors, customer claims, regulatory investigations or disputes, debt recovery, native title claims, land tenure and access disputes, environmental claims, and occupational health and safety claims. Any of these claims could adversely impact Origin s assets, operations, prospects, profitability or its ability to operate or pursue its operations or opportunities. For personal use only

59 36 Key Risks (cont.) Technology Risks The energy industry generally 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. Over the medium to long term, 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 due to loss of customers and revenue. RISKS ASSOCIATED WITH AUSTRALIA PACIFIC LNG JOINT VENTURE Final Investment Decision Australia Pacific LNG is seeking to develop a large liquefaction facility to convert Coal Seam Gas (CSG) to Liquefied Natural Gas (LNG) for export. There is a risk that this project will not proceed as currently planned, or at all, if Australia Pacific LNG is unable to secure and finalise sufficient long term contracts for the sale of LNG, if it is unable to obtain, meet conditions of, or maintain the necessary government and other regulatory approvals or secure viable contracts with key equipment suppliers, engineering contractors and other suppliers in order for the project to proceed to Final Investment Decision (FID)in a timely fashion, or if the development costs increase beyond current expectations. If a Final Investment Decision is not achieved or is delayed, Australia Pacific LNG may need to terminate a number of contracts which it has entered into for the project and if so will incur termination costs. General Australia Pacific LNG's business activities and investments (present and future), are subject to risk factors which might affect the future operating and financial performance of Australia Pacific LNG Pty Ltd and the value of the project as well as its current business activities. These risks include all the other risks associated with Origin s general business as noted elsewhere in this Presentation. In particular, if Australia Pacific LNG proceeds to FID, a key risk will include access to capital which is dealt with further below in the section entitled Access to Capital in the Financial Markets. 56For personal use only

60 ORIGIN ENERGY RETAIL OFFER BOOKLET Key Risks (cont.) RISKS ASSOCIATED WITH THE RETAIL BUSINESSES OF INTEGRAL ENERGY AND COUNTRY ENERGY AND THE ERARING ENERGY GENTRADER ARRANGEMENTS The recently acquired retail businesses of Integral Energy and Country Energy and the recent entry into the Eraring Energy GenTrader arrangements will increase Origin's exposure to many risks associated with its existing business including exposure to Wholesale Electricity Market, Competition, Regulation of Retail Electricity and Gas Prices, Demand For Energy, Fuel Supply Risk, Sovereign Risk, Climate Change Regulations, Operational Risks, Reliance on Third Party Infrastructure, Litigation and Environmental Risks. Risks specific to these businesses and arrangements are set out below. Integration and TSA Risks The integration of the retail businesses of Country Energy and Integral Energy involves the migration of customer data from Integral Energy and Country Energy s existing billing and customer management systems onto Origin s billing and customer management systems. Origin will also need to manage customer relationships and its brand through the various stages of the integration process. The integration process may not be implemented effectively and efficiently, which may result in Origin being unable to bill customers correctly or on time, delays in cash collection and cash flow, dissatisfied customers which could result in loss of customers, and the incurrence of additional cost to rectify problems in the integration. There is also a risk that expected synergies do not materialise after integration. The integration process is also subject to Transitional Services Arrangements ( TSA ) with Integral Energy and Country Energy network businesses (now re-named to Endeavour Energy and Essential Energy respectively) to provide services such as billing, collections, debtor management and customer service including call centres. Origin will be relying on these parties to provide services. Failure of these parties to perform those services to an adequate standard and in accordance with Origin s instructions (subject to the terms of the TSAs) may further complicate, delay or adversely affect the integration process noted above and the provision of services to customers generally, and also result in higher than anticipated costs. For personal use only

61 38 Key Risks (cont.) Structure of the GenTrader Arrangements Under the GenTrader arrangements with Eraring Energy Origin has acquired contractual rights rather than ownership. This is similar to long term Power Purchase Agreements which Origin already has with numerous counterparties. However, while the GenTrader arrangements will continue to be managed in accordance with Origin s Board approved risk limits, the GenTrader arrangements may expose Origin to additional risks. Under the GenTrader arrangements Origin is required to source fuel and is subject to pass through of any costs or operational constraints associated with changes in law, tax, or licence conditions which may limit Eraring s ability to generate or increase its costs over the term of the agreement. Origin will be relying on Eraring Energy to operate the plant in accordance with Origin s instructions (subject to the terms of the GenTrader arrangements). There is some compensation available to Origin for certain plant break down events, however a failure of the Eraring Energy assets to generate, particularly during adverse market conditions, could negatively affect Origin's ability to effectively manage wholesale market risk and could materially and adversely affect Origin's profitability. Eraring Power Station Fuel Supply Risk Strong international market demand for coal is resulting in considerable upward pressure on domestic coal prices. Origin will be required to source alternative coal supplies from the market as existing coal supply contracts roll off beyond To manage this risk Origin has entered into the Cobbora Coal Sale Agreement which prescribes a long term coal supply from 2015 from the yet to be developed Cobbora coal resource. There are circumstances within the Cobbora Coal Sale Agreement which may result in price reviews, mine development delays or termination. Consequently, Origin is at risk that the coal price may increase significantly, the mine development may be delayed beyond the anticipated commencement date or the agreement is terminated which would require Origin to source alternative supplies at potentially higher prices. This could significantly increase Origin's operating costs or limit Origin's ability to access electricity from Eraring to manage wholesale price exposure which would have an adverse impact on the profit margins of the retail segment. Reliance on Third Party Material Some of the information regarding the NSW Energy Assets in this document has been derived from information made available by or on behalf of the vendors of the NSW Energy Assets (the SOCs ). While the due diligence conducted by Origin in respect of NSW Energy Assets is considered by Origin to be reasonable, Origin has been unable to verify the accuracy and completeness of all information provided to it by or on behalf of the SOCs. To the extent that any of this information is incomplete, inaccurate or misleading, there is a risk that the profitability and future results of Origin may differ from Origin s expectations as outlined in this document. 58For personal use only

62 ORIGIN ENERGY RETAIL OFFER BOOKLET Key Risks (cont.) FINANCIAL RISKS Access to Capital in the Financial Markets Origin s activities require Origin to obtain significant funding from domestic and international bank, capital and equity markets. In addition, Origin is required to refinance existing debt facilities when they fall due for repayment. Any material restriction on the ability of Origin or Australia Pacific LNG to source capital may restrict their respective operations and growth, including preventing Origin from acquiring new assets and taking advantage of new development opportunities or delaying the commencement or completion of projects in which Origin is involved, including Australia Pacific LNG. Exchange Rates Fluctuations in the Australian Dollar relative to various foreign currencies may affect the value of the foreign currency denominated assets, liabilities, earnings, dividends received by, and costs of Origin. Counterparty credit risk Origin's counterparties may not be able to pay their obligations or fulfil their obligations to supply products to Origin. Origin is party to a number of contracts with counterparties across its electricity, gas and oil operations which have the capacity to give rise to material losses for Origin in the event that the contractual counterparty defaults. Tax There is a risk that Commonwealth or, where relevant, State, Territory or foreign governments, will alter tax regimes applying to Origin or to other entities in which Origin holds an investment which could adversely impact the financial position of Origin e.g. royalties, Petroleum Resource Rent Tax. Origin has been and may from time to time become subject to tax risk reviews and audits which could lead to the requirement to pay additional amounts of tax in relation to prior periods. On 2 July 2010 the Federal Government announced the extension of Petroleum Resource Rent Tax (PRRT) to onshore Australia and the Northwest Shelf, commencing 1 July The proposed extension of PRRT has a potential impact on the value of Origin s onshore assets, as well on the value of Australia Pacific LNG, although the precise impact cannot yet be determined as draft legislation is not currently available. In February 2011 the Federal Government announced the intention to introduce a charge on carbon emissions. The detail of this new charge is not yet known and may adversely impact Origin s business and prospects. See also the section entitled Climate Change Regulations. For personal use only

63 40 Key Risks (cont.) Interest Rate Risk Origin s interest rate risk arises from long-term borrowings. 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. Liquidity Risk Origin is required to maintain sufficient cash and marketable securities and available funding through an adequate amount of committed credit facilities. Due to the dynamic nature of the underlying business, Origin aims to maintain flexibility in funding by keeping committed credit lines available. If Origin fails to appropriately manage its liquidity position, it may adversely affect Origin s business or prospects and, in the most extreme scenarios, may even lead to Origin becoming insolvent. Risk of Dividends Not Being Paid The payment of dividends by Origin is announced at the time of release of Origin s half year and full year results as determined by the Board from time to time at its discretion, dependent on the profitability and cash flow of Origin s business. While Origin has a stated dividend policy, circumstances may arise where Origin is required to reduce or cease paying dividends for a period of time. 60For personal use only

64 ORIGIN ENERGY RETAIL OFFER BOOKLET Key Risks (cont.) Investment in Equity Capital There are general risks associated with investments in equity capital. The trading price of shares in Origin may fluctuate with movements in equity capital markets in Australia and internationally. This may result in the market price for New Shares being less or more than the Offer Price. Generally applicable factors which may affect the market price of shares include: general movements in Australian and international stock markets; investor sentiment; Australian and international economic conditions and outlook; changes in interest rates and the rate of inflation; changes to government regulation and policies; announcement of new technologies; and geo-political instability, including international hostilities and acts of terrorism. No assurances can be given that the New Shares will trade at or above the Entitlement Offer Price. None of Origin, its Board or any other person guarantees the market performance of the New Shares. For personal use only

65 42 Key Risks (cont.) Risks Associated with Renouncing Rights under the Offer Prices obtainable for retail Entitlements may rise and fall over the Entitlement trading period. If you sell your Entitlements at one stage in the retail Entitlement trading period, you may receive a higher or lower price to a shareholder who sells their Entitlements at a different stage of the retail Entitlement trading period or through the retail shortfall bookbuild. See also page 20 for further information on the status of arrangements between Australia Pacific LNG and Sinopec. If you are a Shareholder and renounce your Entitlement by doing nothing under the Entitlement Offer, there is no guarantee that any value will be received for your renounced Entitlement through the bookbuild process. The ability to sell New Shares under a bookbuild and the ability to obtain any premium will be dependent upon various factors, including market conditions. Further, the bookbuild price may not be the highest price available, but will be determined having regard to a number of factors, including having binding and bona fide offers which, in the reasonable opinion of the underwriters will, if accepted result in otherwise acceptable allocations to clear the entire book. To the maximum extent permitted by law, Origin, the underwriters and any of their respective related bodies corporate, affiliates, Directors, officers, employers or advisers, will not be liable, including for negligence, for any failure to procure applications under the bookbuild at a price in excess of the Offer Price. There is no guarantee that there will be a viable market during, or on any particular day in, the rights trading period, on which to sell retail Entitlements on ASX. You should also note that if you sell, or do not take up, all or part of your Entitlement, then your percentage Security holding in Origin will be diluted by not participating to the full extent in the Entitlement Offer and you will not be exposed to future increases or decreases in Origin's share price in respect of the shares which would have been issued to you had you taken up all of your Entitlement. The tax consequences from selling Entitlements or from doing nothing may be different. Before selling Entitlements or choosing to do nothing in respect of Entitlements, you should seek independent tax advice and may wish to refer to the tax disclosures contained in the Retail Offer Booklet which will provide further information on potential taxation implications for Australian shareholders. 62For personal use only

66 ORIGIN ENERGY RETAIL OFFER BOOKLET 63 Appendix A Forward Looking Assumptions For personal use only

67 44 Forward Looking Assumptions FY11 Earnings Guidance In addition to the information in this Presentation, key assumptions in relation to earnings guidance set out on page 18 include the following: Guidance is based on third party analysis of expected energy demand and Origin s internal analysis of expected demand and supply in the energy markets cross checked against historical trends of demand for energy; Expected prices for key commodities are based on a combination of consensus analyst estimates, forward market rates, historical spot prices and the impact of Origin s hedge portfolio and contracted gas position; Weather patterns are assumed to be consistent with long term historical weather conditions. Any events that are abnormal or unseasonal or outside of anticipated ranges may have an impact on Origin s result; The impact of the acquisition of the NSW Energy Assets is included from 1 March 2011 based on expectations derived from due diligence undertaken through the acquisition process; Foreign exchange rate expectations are based on consensus of market analyst forecasts for major banks; Average interest rates for AUD, NZD and USD debt are estimated using current market reference rates and adding a weighted average margin based on Origin s committed debt facilities; Underlying effective tax rate of around 30%; and No other unusual or one-off event (including an industrial, political or other disturbance, material change in the competitive operating environment, economic or market conditions or change in the wholesale or regulated price of electricity or gas or infrastructure or equipment breakdown) occurs that would have a material adverse impact on this forward looking information, and existing businesses continue to operate in the normal course These assumptions are subject to risks including the risks set out in the Key Risks section of this Presentation. If these assumptions do not eventuate, it could impact the earnings guidance provided. 64For personal use only

68 ORIGIN ENERGY RETAIL OFFER BOOKLET 65 Forward Looking Assumptions NSW Energy Assets The forward looking statements in this Presentation relating to the NSW Energy Assets include the following key assumptions in relation to revenues: Average mass market energy consumption levels consistent with average levels in the period from FY08 to FY10; Commercial and industrial sales volumes are based on current contracted position. Contracts are not assumed to be extended or renewed; Mass market pricing based on IPART tariff escalation rates for standard tariff customers and assumes no material change in discounts for market contract customers; Customer churn levels to trend towards churn rates seen in Victoria, South Australia and Queensland; Consistent with the treatment of Origin s existing generation assets, wholesale electricity revenue associated with the Eraring Energy GenTrader arrangements are reported in the Retail segment and reflect the following assumptions: assumed prices based on Origin s forward view of the spot and contract markets including the impact of the hedge portfolio and the market forward curve; and generation output from the Eraring Power Station and Shoalhaven Scheme are broadly in line with historical output taking into account outages for the planned upgrade of Eraring Power Station. 45 These assumptions are subject to risks including the risks set out in the Key Risks section of this Presentation. If these assumptions do not eventuate, it could impact the relevant forward looking statements. For personal use only

69 Forward Looking Assumptions NSW Energy Assets (cont.) The forward looking statements in this Presentation relating to the NSW Energy Assets include the following key assumptions in relation to costs: Electricity costs are based on Origin s forward view of the spot and contract markets including the impact of the hedge portfolio and the market forward curve; NSW electricity network charges based on FY10 charges with applicable Australian energy regulator tariff escalation rates applied; Any costs in relation to climate change legislation and regulation and any other environmental regulation are passed through entirely in the IPART tariff in FY12; Under Transitional Services Agreements the sellers of the NSW Energy Assets continue to provide customer services but at a cost which is higher than Origin s current cost to serve. Consequently, a provision has been raised on completion that will contribute to EBIT margins as it unwinds to offset this higher cost over the terms of these agreements; Origin acquired certain hedge contracts, power purchase agreements and green rights which were fair valued at the acquisition date. The unwinding of these items is assumed to contribute to EBIT over the terms of these arrangements; Fixed and variable charges as prescribed in the GenTrader agreements; An internal charge between the Generation and Retail segments is assumed reflecting a tolling return on funds employed on the Eraring Energy GenTrader arrangements consistent with existing assets in the Generation segment; Initial coal volumes and costs are based on existing coal contracts and coal on site as at the acquisition completion date. In FY12 there are no uncontracted coal requirements; A preliminary estimate has been made of the carrying value of the GenTrader non-current asset and the expected useful life. The acquisition accounting and depreciation profile is not finalised and this may result in a different future depreciation charge; The capacity charge is assumed to be non-tax deductible; and No other event (including an industrial, political or other disturbance, material change in the competitive operating environment, economic or market conditions as at the date of this Presentation or sustained change in the wholesale or regulated price of electricity as at the date of this Presentation) occurs that would have a material adverse impact on this forward looking information. 46 These assumptions are subject to risks including the risks set out in the Key Risks section of this Presentation. If these assumptions do not eventuate, it could impact the relevant forward looking statements. 66For personal use only

70 ORIGIN ENERGY RETAIL OFFER BOOKLET 67 Appendix B Foreign Jurisdictions For personal use only

71 48 Foreign Jurisdictions This document and any accompanying documents do not constitute an offer or invitation in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or invitation. The distribution of this document and any accompanying documents in jurisdictions outside Australia and New Zealand may be restricted by law and anyone who receives this presentation and accompanying documents should seek advice on and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register or qualify the New Shares or the Entitlement Offer or otherwise permit a public offering of New Shares in any jurisdiction outside Australia or New Zealand. Notice for any person who may receive retail entitlements. Only the following persons ("Eligible Persons") are entitled to exercise any Entitlements: Eligible Retail Shareholders as defined in the Retail Offer Booklet dated Monday, 21 March 2011; persons with a registered address in Australia or New Zealand; or persons in Belgium; Denmark; Germany; Luxembourg; the Netherlands or Spain; France; Hong Kong; India; Ireland; Italy; Japan; Korea; Malaysia; Norway; Singapore; Sweden; Switzerland; United Arab Emirates (excluding the Dubai International Financial Centre); and United Kingdom who would be eligible to receive the Entitlement Offer set out in the Retail Offer Booklet as referred to in foreign representations and selling restrictions below, provided in each case, such person is not in the United States and is not acting for the account or benefit of a person in the United States. Applications received from persons who are not Eligible Persons will be rejected. 68For personal use only

72 ORIGIN ENERGY RETAIL OFFER BOOKLET Foreign Jurisdictions (cont.) Canada (British Columbia, Ontario and Quebec provinces) This document constitutes an offering of New Shares only in the Provinces of British Columbia, Ontario and Quebec (the "Provinces") and to those persons to whom they may be lawfully distributed in the Provinces, and only by persons permitted to sell such New Shares. This document is not, and under no circumstances is to be construed as, an advertisement or a public offering of securities in the Provinces. This document may only be distributed in the Provinces to persons that are "accredited investors" within the meaning of NI Prospectus and Registration Exemptions, of the Canadian Securities Administrators. No securities commission or similar authority in the Provinces has reviewed or in any way passed upon this document, the merits of the New Shares or the offering of New Shares and any representation to the contrary is an offence. No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the resale of such securities. Any person in the Provinces lawfully participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Shares in the Provinces must be made in accordance with applicable Canadian securities laws which may require resales to be made in accordance with exemptions from dealer registration and prospectus requirements. The Company, and the directors and officers of the Company, may be located outside Canada, and as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon the Company or its directors or officers. All or a substantial portion of the assets of the Company and such persons may be located outside Canada, and as a result, it may not be possible to satisfy a judgment against the Company or such persons in Canada or to enforce a judgment obtained in Canadian courts against the Company or such persons outside Canada. Any financial information contained in this document has been prepared in accordance with Australian Accounting Standards and also comply with International Financial Reporting Standards and interpretations issued by the International Accounting Standards Board. Unless stated otherwise, all dollar amounts contained in this document are in Australian dollars. Statutory rights of action for damages or rescission Securities legislation in certain of the Provinces may provide purchasers with, in addition to any other rights they may have at law, rights of rescission or to damages, or both, when an offering memorandum that is delivered to purchasers contains a misrepresentation. These rights and remedies must be exercised within prescribed time limits and are subject to the defenses contained in applicable securities legislation. Prospective purchasers should refer to the applicable provisions of the securities legislation of their respective Province for the particulars of these rights or consult with a legal adviser. For personal use only

73 50 Foreign Jurisdictions (cont.) Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than (a) in the case of any action for rescission, 180 days after the date of the transaction that gave rise to the cause of action or (b) in the case of any action, other than an action for rescission, the earlier of (i) 180 days after the purchaser first had knowledge of the fact giving rise to the cause of action or (ii) three years after the date of the transaction that gave rise to the cause of action. These rights are in addition to and not in derogation from any other right the purchaser may have. Certain Canadian income tax considerations. Prospective purchasers of the New Shares should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding, or disposition of the New Shares as any discussion of taxation related maters in this document is not a comprehensive description and there are a number of substantive Canadian tax compliance requirements for investors in the Provinces. Language of documents in Canada. Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the New Shares (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d achat ou tout avis) soient rédigés en anglais seulement. European Economic Area - Belgium, Denmark, Germany, Luxembourg, Netherlands and Spain The information in this document has been prepared on the basis that all offers of New Shares will be made pursuant to an exemption under the Directive 2003/71/EC ("Prospectus Directive"), as implemented in Member States of the European Economic Area (each, a "Relevant Member State"), from the requirement to produce a prospectus for offers of securities. An offer to the public of New Shares has not been made, and may not be made, in a Relevant Member State except pursuant to one of the following exemptions under the Prospectus Directive as implemented in that Relevant Member State: (a) to legal entities that are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity that has two or more of (i) an average of at least 250 employees during its last fiscal year; (ii) a total balance sheet of more than 43,000,000 (as shown on its last annual unconsolidated or consolidated financial statements) and (iii) an annual net turnover of more than 50,000,000 (as shown on its last annual unconsolidated or consolidated financial statements); (c) to fewer than 100 natural or legal persons (other than qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive) subject to obtaining the prior consent of the Company or any underwriter for any such offer; or (d) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of New Shares shall result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive. 70For personal use only

74 ORIGIN ENERGY RETAIL OFFER BOOKLET Foreign Jurisdictions (cont.) France This document is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers) in France within the meaning of Article L of the French Monetary and Financial Code (Code monétaire et financier) and Articles et seq. of the General Regulation of the French Autorité des marchés financiers ("AMF"). The New Shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. This document and any other offering material relating to the New Shares have not been, and will not be, submitted to the AMF for approval in France and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in France. Such offers, sales and distributions have been and shall only be made in France to (i) qualified investors (investisseurs qualifiés) acting for their own account, as defined in and in accordance with Articles L II-2 and D to D.411-3, D , D and D of the French Monetary and Financial Code and any implementing regulation and/or (ii) a restricted number of non-qualified investors (cercle restreint d investisseurs) acting for their own account, as defined in and in accordance with Articles L II-2 and D.411-4, D.744-1, D and D of the French Monetary and Financial Code and any implementing regulation. Pursuant to Article of the General Regulation of the AMF, investors in France are informed that the New Shares cannot be distributed (directly or indirectly) to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2, L and L to L of the French Monetary and Financial Code. Hong Kong WARNING: This document has not been, and will not be, registered as a prospectus under the Companies Ordinance (Cap. 32) of Hong Kong (the "Companies Ordinance"), nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong by means of any document, other than: to "professional investors" (as defined in the SFO); or in other circumstances that do not result in this document being a "prospectus" (as defined in the Companies Ordinance) or that do not constitute an offer to the public within the meaning of that ordinance. No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that 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 New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such shares in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such shares. The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice. For personal use only

75 52 Foreign Jurisdictions (cont.) India This document is neither a prospectus nor a statement in lieu of a prospectus under the Companies Act, 1956 (India). The offer of New Shares is being made strictly on a private placement basis. This document may not be circulated to more than 49 persons and does not constitute an offer or an invitation to subscribe for securities to the public in India. This document has been prepared solely for existing shareholders of the Company and certain other persons to whom it is addressed. Ireland The information in this document does not constitute a prospectus under any Irish laws or regulations and this document has not been filed with or approved by any Irish regulatory authority as the information has not been prepared in the context of a public offering of securities in Ireland within the meaning of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 (the "Prospectus Regulations"). The New Shares have not been offered or sold, and will not be offered, sold or delivered directly or indirectly in Ireland by way of a public offering, except to (i) qualified investors as defined in Regulation 2(l) of the Prospectus Regulations and (ii) fewer than 100 natural or legal persons who are not qualified investors. Italy The offering of the New Shares in the Republic of Italy has not been authorized by the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa, "CONSOB") pursuant to the Italian securities legislation and, accordingly, no offering material relating to the New Shares may be distributed in Italy and such securities may not be offered or sold in Italy in a public offer within the meaning of Article 1.1(t) of Legislative Decree No. 58 of 24 February 1998 ("Decree No. 58"), other than: to Italian qualified investors, as defined in Article 100 of Decree no.58 by reference to Article 34-ter of CONSOB Regulation no of 14 May 1999 ("Regulation no. 1197l") as amended ("Qualified Investors"); and in other circumstances that are exempt from the rules on public offer pursuant to Article 100 of Decree No. 58 and Article 34-ter of Regulation No as amended. Any offer, sale or delivery of the New Shares or distribution of any offer document relating to the New Shares in Italy (excluding placements where a Qualified Investor solicits an offer from the issuer) under the paragraphs above must be: made by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Legislative Decree No. 385 of 1 September 1993 (as amended), Decree No. 58, CONSOB Regulation No of 29 October 2007 and any other applicable laws; and in compliance with all relevant Italian securities, tax and exchange controls and any other applicable laws. Any subsequent distribution of the New Shares in Italy must be made in compliance with the public offer and prospectus requirement rules provided under Decree No. 58 and the Regulation No as amended, unless an exception from those rules applies. Failure to comply with such rules may result in the sale of such New Shares being declared null and void and in the liability of the entity transferring the New Shares for any damages suffered by the investors. 72For personal use only

76 ORIGIN ENERGY RETAIL OFFER BOOKLET Foreign Jurisdictions (cont.) Japan The New Shares have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended (the "FIEL") pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional Investors (as defined in and in accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly, the New Shares may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors. Any Qualified Institutional Investor who acquires New Shares may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisition by any such person of New Shares is conditional upon the execution of an agreement to that effect. Korea The Company is not making any representation with respect to the eligibility of any recipients of this document to acquire the New Shares under the laws of Korea, including, without limitation, the Foreign Exchange Transaction Act and regulations thereunder. The New Shares have not been, and will not be, registered under the Financial Investment Services and Capital Market Act of Korea ( FSCMA ) and therefore may not be offered or sold (directly or indirectly) in Korea or to any resident of Korea or to any persons for re-offering or resale in Korea or to any resident of Korea (as defined under the Foreign Exchange Transaction Act of Korea and its enforcement decree), except as permitted under the applicable laws and regulations of Korea. Accordingly, the New Shares have not been and will not be offered or sold in Korea by means of any document, other than (i) to "accredited investors" (as defined in the FSCMA) or (ii) in other circumstances that do not constitute an offer to the public within the meaning of the FSCMA. Malaysia This document may not be distributed or made available in Malaysia. No approval from the Securities Commission of Malaysia has been or will be obtained in relation to any offer of New Shares. The New Shares may not be offered or made available for purchase in Malaysia except in an exemption from the prospectus and approval requirements of Securities Commission of Malaysia. For personal use only

77 54 Foreign Jurisdictions (cont.) New Zealand This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand). The New Shares in the entitlement offer are not being offered or sold to the public in New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). Other than in the entitlement offer, New Shares may be offered and sold in New Zealand only to: persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money; or persons who are each required to (i) pay a minimum subscription price of at least NZ$500,000 for the securities before allotment or (ii) have previously paid a minimum subscription price of at least NZ$500,000 for securities of the Company ("initial securities") in a single transaction before the allotment of such initial securities and such allotment was not more than 18 months prior to the date of this document. Norway This document has not been approved by, or registered with, any Norwegian securities regulator pursuant to the Norwegian Securities Trading Act of 29 June Accordingly, this document shall not be deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act of The New Shares may not be offered or sold, directly or indirectly, in Norway except: (a) to "professional investors" (as defined in Norwegian Securities Regulation of 29 June 2007 no. 876); (b) any natural person who is registered as a professional investor with the Norwegian Financial Supervisory Authority (No. Finanstilsynet) and who fulfils two or more of the following: (i) any natural person with an average execution of at least ten transactions in securities of significant volume per quarter for the last four quarters; (ii) any natural person with a portfolio of securities with a market value of at least 500,000; and (iii) any natural person who works, or has worked for at least one year, within the financial markets in a position which presuppose knowledge of investing in securities; (c) to fewer than 100 natural or legal persons (other than "professional investors", as defined in clauses (a) and (b) above); or (d) in any other circumstances provided that no such offer of New Shares shall result in a requirement for the registration, or the publication by the Company or an underwriter, of a prospectus pursuant to the Norwegian Securities Trading Act of 29 June For personal use only

78 ORIGIN ENERGY RETAIL OFFER BOOKLET Foreign Jurisdictions (cont.) Sweden This document has not been, and will not be, registered with or approved by Finansinspektionen (the Swedish Financial Supervisory Authority). Accordingly, this document may not be made available, nor may the New Shares be offered for sale in Sweden, other than under circumstances that are deemed not to require a prospectus under the Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel med finansiella instrument). Any offering of New Shares in Sweden is limited to persons who are "qualified investors" (as defined in the Financial Instruments Trading Act). Only such investors may receive this document and they may not distribute it or the information contained in it to any other person. Switzerland The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering material relating to the New Shares may be publicly distributed or otherwise made publicly available in Switzerland. Neither this document nor any other offering material relating to the New Shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA). This document is personal to the recipient only and not for general circulation in Switzerland. United Arab Emirates Neither this document nor the New Shares have been approved, disapproved or passed on in any way by the Central Bank of the United Arab Emirates or any other governmental authority in the United Arab Emirates, nor has the Company received authorization or licensing from the Central Bank of the United Arab Emirates or any other governmental authority in the United Arab Emirates to market or sell the New Shares within the United Arab Emirates. This document does not constitute and may not be used for the purpose of an offer or invitation. No services relating to the New Shares, including the receipt of applications and/or the allotment or redemption of such shares, may be rendered within the United Arab Emirates by the Company. No offer or invitation to subscribe for New Shares is valid or permitted in the Dubai International Financial Centre. For personal use only

79 56 Foreign Jurisdictions (cont.) United Kingdom Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares. This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of FSMA) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom. Any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of FSMA does not apply to the Company. In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. United States This presentation does not constitute an offer of securities for sale in the United States, or to any person that is in the United States, or is acting for the account or benefit of any person in the United States unless such person is an Approved US Shareholder. This presentation may not be distributed or released in the United States. The securities have not been, and will not be, registered under the U.S. Securities Act, or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons unless the securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. Other Jurisdictions The New Shares may not be offered or sold in any other jurisdiction, except to persons to whom such offer, sale or distribution is permitted under applicable law. 76For personal use only

80 ORIGIN ENERGY RETAIL OFFER BOOKLET 77 Appendix C Definition of Key Terms For personal use only

81 58 Definition of Key Terms AEMO Australian Energy Market Operator CSG Coal Seam Gas FEED Front End Engineering and Design FID Final Investment Decision GLNG The Gladstone LNG project owned by Total, Petronas, Kogas and Santos HoA Heads of Agreement MW, MWh Megawatt, Megawatt hour LNG Liquefied Natural Gas LPG Liquefied Petroleum Gas NEM National Electricity Market, which operates across the States of Queensland, New South Wales, Victoria, South Australia and Tasmania NSW Energy Assets The retail businesses of Integral Energy and Country Energy and the Eraring Energy GenTrader arrangements acquired by Origin on 1 March 2011 as part of the NSW Government Energy Reform process QCLNG The Queensland Curtis LNG Project owned by British Gas TW, TWh Terawatt, Terawatt hour PJ Petajoules PJe Petajoules equivalent 78For personal use only

82 ORIGIN ENERGY RETAIL OFFER BOOKLET 79 $2.3 billion pro rata renounceable entitlement offer 15 March 2011 Origin Energy Limited For personal use only

83 80For personal use only 6.2 Entitlement Offer Launch Announcement dated 15 March 2011 ASX/Media Release 15 March 2011 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Origin announces $2.3 billion pro rata renounceable entitlement offer Origin Energy Limited ( Origin ) today announced a fully underwritten 1 for 5 pro rata renounceable entitlement offer of new Origin ordinary shares ( New Shares ) at an offer price of $13.00 per New Share ( Offer Price ) to raise approximately $2.3 billion ( Entitlement Offer ). Proceeds from the Entitlement Offer will be applied to refinance part of the debt used to fund the $3.26 billion 1 acquisition of the Integral Energy and Country Energy retail businesses and the Eraring GenTrader arrangements, which completed on 1 March 2011, and to strengthen Origin s balance sheet for investment in other growth opportunities. 1 for 5 fully underwritten pro rata renounceable Entitlement Offer to raise approximately $2.3 billion Offer Price of $13.00 per New Share Institutional Entitlement Offer is accelerated Retail Entitlements may be traded on ASX Origin Chairman Mr Kevin McCann said, The Entitlement Offer provides eligible Origin shareholders with an opportunity to participate in, and benefit from, the future growth of Origin. The acquisition of the NSW energy assets 2 is a milestone for Origin, and is expected to be materially accretive to underlying earnings per share, Mr McCann said. Origin Managing Director, Mr Grant King said, The NSW acquisition establishes Origin as Australia s largest energy retailer with around 4.6 million customer accounts and with one of the country s largest and most flexible generation portfolios, positioning Origin as the leading Australian integrated energy company. The Entitlement Offer will strengthen Origin s financial position as we continue to pursue growth opportunities to expand the scale and scope of our business, Mr King said. Substantial progress continues to be made by Australia Pacific LNG across all areas of the CSG to LNG project. Origin is assessing a range of funding options for Australia Pacific LNG which will be considered separately from this Entitlement Offer. 1 Includes the impact of a $9 million price increase on completion reflecting higher than expected coal inventory held by Eraring Energy 2 A reference to the NSW energy assets or NSW acquisition is a reference to the Integral Energy and Country Energy retail businesses and the Eraring Energy GenTrader arrangements. Page 1 of 6 Origin Energy Limited ABN Level 45, Australia Square, George Street Sydney NSW 2000 GPO Box 5376, Sydney NSW 2001 Telephone (02)

84 For personal use only ORIGIN ENERGY RETAIL OFFER BOOKLET 81 Entitlement Offer Eligible shareholders will be able to purchase 1 New Share for every 5 existing Origin ordinary shares held on the Record Date of 7.00pm (Sydney time) on 18 March 2011 ( Entitlement ). The Offer Price is $13.00 per New Share. This represents a 17.0% discount to the closing market price of Origin ordinary shares on 14 March 2011 and a 14.6% discount to the theoretical ex-rights price ( TERP ) 3. New Shares issued under the Entitlement Offer will rank equally with existing Origin ordinary shares from issue. The first dividend payable in respect of New Shares will be the final dividend expected to be declared as part of Origin s full year results announcement for the financial year ending 30 June The Entitlement Offer will be conducted via a new equity raising structure, a Pro rata Accelerated Institutional, Tradeable Retail Entitlement Offer ( PAITREO ), developed by Merrill Lynch, in consultation with Origin. The PAITREO structure comprises an accelerated institutional entitlement offer and a retail entitlement offer that includes the ability to trade retail entitlements on ASX. Commenting on the equity raising, Origin Chairman, Mr Kevin McCann said, The Board is pleased to be implementing a structure that enables eligible retail shareholders to trade Entitlements on ASX for 14 days commencing on the trading day immediately after the bookbuild for the institutional entitlement offer. This is the first time that eligible retail shareholders may receive upfront liquidity for their Entitlement in an accelerated entitlement offer. In addition, those eligible retail shareholders who do not sell or take up their Entitlement may still receive value for their Entitlement via a shortfall bookbuild after the retail entitlement offer closes, Mr McCann said. The Entitlement Offer is fully underwritten by J.P. Morgan Australia Limited, Macquarie Capital Advisers Limited and Merrill Lynch International (Australia) Limited. Key dates of the Entitlement Offer are provided in the Appendix to this announcement. Institutional Entitlement Offer Eligible institutional shareholders will be invited to participate in the institutional entitlement offer which will take place from 15 March 2011 to 16 March 2011( Institutional Entitlement Offer ). Eligible institutional shareholders can choose to take up all, part or none of their Entitlement. 3 The theoretical ex-rights price is the price at which Origin ordinary shares should trade immediately after the exdate for the Entitlement Offer assuming 100% take-up of the Entitlement Offer. The theoretical ex-rights price is a theoretical calculation only and the actual price at which Origin ordinary shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not be equal to the theoretical ex-rights price. Page 2 of 6

85 82For personal use only New Shares in respect of renounced institutional Entitlements will be sold on behalf of renouncing institutional shareholders through the institutional shortfall bookbuild on 17 March 2011, with any proceeds in excess of the Offer Price remitted proportionally to those shareholders (net of any applicable withholding tax). Institutional Entitlements cannot be traded on ASX. Retail Entitlement Offer Eligible retail shareholders will be invited to participate in the retail entitlement offer at the same Offer Price and offer ratio as the Institutional Entitlement Offer ( Retail Entitlement Offer ). The Retail Entitlement Offer will open on 21 March 2011 and close at 5.00pm (Sydney time) on 13 April Eligible retail shareholders will be allotted an Entitlement which can be traded on ASX from 18 March 2011 to 6 April This means that eligible retail shareholders who do not wish to take up all or part of their Entitlement can seek to sell all or part of their Entitlement on ASX in order to realise value for that Entitlement ahead of the retail shortfall bookbuild (discussed below). New Shares in respect of Retail Entitlements which are not exercised by the close of the Retail Entitlement Offer, including the Entitlements of all ineligible shareholders, will be sold through the retail shortfall bookbuild on 18 April Any proceeds in excess of the Offer Price will be remitted proportionally to those holders, net of any applicable withholding tax. In order to take up Entitlements, holders must meet certain eligibility criteria that are set out in Appendix B to the investor presentation which Origin has lodged with ASX today. In particular, persons in the United States and persons acting for the account or benefit of a person in the United States will not be eligible to purchase Entitlements on ASX or take up Entitlements purchased on ASX or otherwise. It is the responsibility of purchasers of Entitlements to inform themselves of the eligibility criteria for exercise. If holders of Entitlements after the end of the trading period do not meet the eligibility criteria, they will not be able to exercise the Entitlements. In the event that holders are not able to take up their Entitlements, those Entitlements will lapse and New Shares in respect of those Entitlements will be sold through the retail shortfall bookbuild and holders will receive any proceeds in excess of the Offer Price, net of any applicable withholding tax. Dividend Reinvestment Plan (DRP) and Employee Incentive Plans As a consequence of the Entitlement Offer trading halt, Origin's 10 trading day period to set the DRP price for the FY11 interim dividend will conclude on 24 March 2011 rather than 21 March The dividend payment and DRP share allotment date will remain at 1 April The Directors have determined that it is appropriate that the DRP price be discounted to adjust for the effect of the issue of New Shares at the Offer Price under the Entitlement Offer ( TERP Adjustment ), to provide fair and equitable DRP pricing for shareholders. The TERP Adjustment will be applied to the volume weighted average price of Origin ordinary shares for each of the five trading days which form part of the DRP pricing period from 8 March 2011 to 14 March The TERP Adjustment is calculated as the theoretical ex-rights price of Origin ordinary shares divided by the last closing price of Origin shares on 14 March Page 3 of 6

86 For personal use only ORIGIN ENERGY RETAIL OFFER BOOKLET 83 The exercise price of options on issue under Origin s Senior Employee Option Plan ( Option Plan ) and the number of unvested Origin Performance Share Rights ( PSR Plan ) on issue to employees will be adjusted to account for the impact of the Entitlement Offer in accordance with ASX Listing Rules and/or the relevant Option and PSR Plans. Business Update Origin reconfirms the current trading conditions outlined in its half year results on 24 February Based on prevailing market conditions, Origin expects full year Underlying EBITDA to increase by around 35 per cent for FY11 compared with the prior financial year. The company also anticipates an increase in Underlying Profit of around 15 per cent for FY11 when compared with the prior financial year. Shareholder Enquiries Eligible retail shareholders will be sent further details about the Entitlement Offer via a shareholder letter to be despatched on or around 16 March 2011 and a retail offer booklet to be lodged with ASX on 21 March 2011 and despatched on or around 24 March Retail shareholders who have questions relating to the Entitlement Offer should call the Origin Offer Information line on (within Australia) or (outside Australia) from 8.30am to 5.30pm (Sydney time) Monday to Friday Further information in relation to the matters described in this announcement including important notices, key risks and key assumptions in relation to certain forward looking information in this document is set out in an investor presentation released today to ASX by Origin. The information in the Important Notices section of that presentation applies to this announcement as if set out in full in this announcement. For further information contact: Media Lina Melero General Manager, Corporate Communication Telephone: Mobile: Investors Angus Guthrie Group Manager, Investor Relations Telephone: Mobile: About Origin Energy Origin Energy is Australia s leading integrated energy company focused on gas and oil exploration and production, power generation and energy retailing. Listed in the S&P/ASX 20 index, the company has approximately 4,400 employees and is a leading producer of gas in eastern Australia. Origin is Australia s largest energy retailer servicing 4.6 million electricity, natural gas and LPG customer accounts and has one of the country s largest and most flexible generation portfolios with more than 5,800 MW of capacity, through either owned or contracted generation. Origin s strategic positioning and portfolio of assets provide flexibility, stability and significant opportunities for growth across the energy industry. Through Australia Pacific LNG, its 50:50 incorporated joint venture with ConocoPhillips, Origin is developing one of Australia s largest CSG to LNG projects based on Australia s largest CSG reserves base. In New Zealand, Origin is the major shareholder in Contact Energy, one of the country's leading integrated energy companies, operating geothermal, thermal and hydro generation facilities and servicing electricity, gas and LPG customers across both the North and South islands. Origin also Page 4 of 6

87 84For personal use only operates several oil and gas projects in New Zealand and is one of the largest holders of petroleum exploration acreage in the country. Origin has a strong focus on ensuring the sustainability of its operations, is the largest green energy retailer in Australia and has significant investments in renewable energy technologies. Important Information Nothing contained in this announcement constitutes investment, legal, tax or other advice. You should make your own assessment and take independent professional advice in relation to the information and any action taken on the basis of the information. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OF AMERICA This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. Neither the Entitlements nor the New Shares have been, or will be, registered under the U.S. Securities Act of 1933 (the Securities Act ) or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States, unless they have been registered under the Securities Act, or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws. Neither this announcement nor any other documents relating to the offer of New Shares may be sent or distributed to persons in the United States. Persons in the United States or persons acting for the account or benefit of persons in the United States may not access the retail offer booklet or the other documents relating to the Retail Entitlement Offer. Page 5 of 6

88 For personal use only ORIGIN ENERGY RETAIL OFFER BOOKLET 85 Appendix - Key Dates of the Entitlement Offer Trading halt, Institutional Entitlement Offer opens Institutional Entitlement Offer closes Institutional shortfall bookbuild Existing shares recommence trading on ASX Retail Entitlements trading on ASX begins Record Date for eligibility in the Entitlement Offer Retail Entitlement Offer opens Retail offer booklet despatched Retail Entitlements allotted Settlement of the Institutional Entitlement Offer Issue and quotation of New Shares under the Institutional Entitlement Offer Retail Entitlements trading on ASX ends New Shares under the Retail Entitlement Offer commence trading on ASX on a deferred settlement basis Retail Entitlement Offer closes Retail shortfall bookbuild Settlement of the Retail Entitlement Offer Issue of New Shares under the Retail Entitlement Offer New Shares under the Retail Entitlement Offer commence trading on ASX on a normal settlement basis Tuesday 15 March Wednesday 16 March Thursday 17 March Friday 18 March Friday 18 March 7pm, Friday 18 March Monday 21 March Thursday 24 March Thursday 24 March Monday 28 March Tuesday 29 March Wednesday 6 April Thursday 7 April 5pm, Wednesday 13 April Monday 18 April Wednesday 27 April Thursday 28 April Friday 29 April The above timetable is indicative only and subject to change. All times are references to Sydney time. Origin reserves the right to vary these dates or to withdraw the Entitlement Offer at any time. Page 6 of 6

89 86For personal use only 6.3 Institutional Entitlement Offer Completion Announcement dated 18 March 2011 ASX/Media Release 18 March 2011 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Origin Successfully Completes Institutional Entitlement Offer Origin Energy Limited ( Origin ) today announced the successful completion of the institutional component of its fully underwritten 1 for 5 pro rata renounceable entitlement offer ( Entitlement Offer ) of new Origin ordinary shares ( New Shares ) at an offer price of $13.00 per New Share ( Offer Price ). Institutional Entitlement Offer successfully completed to raise $1.13 billion 95% take-up by institutions of 1 for 5 offer at $13.00 Offer Price Balance of Institutional Entitlement Offer cleared in bookbuild at $15.00 per New Share 1 for 5 Retail Entitlement Offer to open at the same $13.00 Offer Price to raise the remaining $1.17 billion of the $2.3 billion equity raising Retail Entitlements may be traded on ASX from today Completion of the institutional component of the Entitlement Offer ( Institutional Entitlement Offer ) represents the first stage of Origin s approximately $2.3 billion equity raising, announced on 15 March The Institutional Entitlement Offer has raised gross proceeds of approximately A$1.13 billion. The Institutional Entitlement Offer attracted strong demand from Origin s institutional shareholders who took up over 95% of the New Shares available to them as part of the Institutional Entitlement Offer. Approximately 4 million New Shares were available for the institutional shortfall bookbuild, which was conducted on 17 March The bookbuild was well supported with a clearing price of $15.00 per New Share. This represents a premium of $2.00 above the Offer Price of $ Accordingly, institutional shareholders who elected not to take up their entitlements will receive $2.00 for each New Share not taken up (less any applicable withholding tax). Origin Managing Director, Mr Grant King said, The success of the institutional component of the equity raising demonstrates strong support for the company s acquisition of the NSW energy assets which positions Origin as the leading Australian integrated energy company. New Shares taken up under the Institutional Entitlement Offer and the institutional shortfall bookbuild are expected to be issued on 29 March 2011 and commence trading on ASX on the same day. Origin Energy Limited ABN Level 45, Australia Square, George Street Sydney NSW 2000 GPO Box 5376, Sydney NSW 2001 Telephone (02) Page 1 of 3

90 For personal use only ORIGIN ENERGY RETAIL OFFER BOOKLET 87 Retail Entitlement Offer The retail component of the Entitlement Offer ( Retail Entitlement Offer ) will raise approximately $1.17 billion. The Retail Entitlement Offer will open on 21 March 2011 and close at 5.00pm (Sydney time) on 13 April Eligible retail shareholders will be able to subscribe for 1 New Share for every 5 Origin ordinary shares held on the record date of 7.00pm (Sydney time) 18 March 2011 ( Entitlement ), at the same $13.00 Offer Price as the Institutional Entitlement Offer. The Entitlement Offer is being conducted via a new equity raising structure, a Pro rata Accelerated Institutional, Tradeable Retail Entitlement Offer ( PAITREO ). Eligible retail shareholders who do not wish to take up all or part of their Entitlement may sell all or part of their Entitlement on ASX from today until 6 April New Shares in respect of retail Entitlements which are not taken up by the close of the Retail Entitlement Offer, including the Entitlements of all ineligible shareholders, will be sold through the retail shortfall bookbuild on 18 April Any proceeds in excess of the Offer Price will be remitted proportionally to those holders, less any applicable withholding tax. Eligible retail shareholders wishing to participate in the Retail Entitlement Offer should carefully read the retail offer booklet and a personalised Entitlement and Acceptance form which is expected to be despatched on or around 24 March Copies of the retail offer booklet will be available on the ASX website and our Origin ordinary shares are expected to resume trading on ASX from market open today on an ex-entitlement basis. The Entitlement Offer is fully underwritten by J.P. Morgan Australia Limited, Macquarie Capital Advisers Limited and Merrill Lynch International (Australia) Limited. Summary of key dates An indicative timetable associated with the Retail Entitlement Offer is set out below. Retail Entitlements trading on ASX begins (deferred settlement basis) Record Date for eligibility in the Entitlement Offer Retail Entitlement Offer opens Retail Entitlements allotted Retail Entitlements trading on ASX (normal settlement basis) Retail Entitlements trading on ASX ends Retail Entitlement Offer closes Retail shortfall bookbuild Settlement of the Retail Entitlement Offer New Shares under the Retail Entitlement Offer commence trading on ASX on a normal settlement basis Friday 18 March 7pm, Friday 18 March Monday 21 March Thursday 24 March Friday 25 March Wednesday 6 April 5pm, Wednesday 13 April Monday 18 April Wednesday 27 April Friday 29 April The above timetable is indicative only and subject to change. All times are references to Sydney time. Origin reserves the right to vary these dates or to withdraw the Entitlement Offer at any time. Page 2 of 3

91 88For personal use only Shareholder Enquiries Eligible retail shareholders who have questions relating to the Entitlement Offer should call the Origin Offer Information line on (within Australia) or (outside Australia) from 8.30am to 5.30pm (Sydney time) Monday to Friday before 6 May 2011 or go to our Entitlement Offer website at For further information contact: Media Lina Melero General Manager, Corporate Communication Telephone: Mobile: Investors Angus Guthrie Group Manager, Investor Relations Telephone: Mobile: About Origin Energy Origin Energy is Australia s leading integrated energy company focused on gas and oil exploration and production, power generation and energy retailing. Listed in the S&P/ASX 20 index, the company has approximately 4,400 employees and is a leading producer of gas in eastern Australia. Origin is Australia s largest energy retailer servicing 4.6 million electricity, natural gas and LPG customer accounts and has one of the country s largest and most flexible generation portfolios with more than 5,800 MW of capacity, through either owned or contracted generation. Origin s strategic positioning and portfolio of assets provide flexibility, stability and significant opportunities for growth across the energy industry. Through Australia Pacific LNG, its 50:50 incorporated joint venture with ConocoPhillips, Origin is developing one of Australia s largest CSG to LNG projects based on Australia s largest CSG reserves base. In New Zealand, Origin is the major shareholder in Contact Energy, one of the country's leading integrated energy companies, operating geothermal, thermal and hydro generation facilities and servicing electricity, gas and LPG customers across both the North and South islands. Origin also operates several oil and gas projects in New Zealand and is one of the largest holders of petroleum exploration acreage in the country. Origin has a strong focus on ensuring the sustainability of its operations, is the largest green energy retailer in Australia and has significant investments in renewable energy technologies. For more information go to Important Information Nothing contained in this announcement constitutes investment, legal, tax or other advice. You should make your own assessment and take independent professional advice in relation to the information and any action taken on the basis of the information. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OF AMERICA This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. Neither the Entitlements nor the New Shares have been, or will be, registered under the U.S. Securities Act of 1933 (the Securities Act ) or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States, unless they have been registered under the Securities Act, or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws. Neither this announcement nor any other documents relating to the offer of New Shares may be sent or distributed to persons in the United States. Persons in the United States or persons acting for the account or benefit of persons in the United States may not access the retail offer booklet or the other documents relating to the Retail Entitlement Offer. Page 3 of 3

92 For personal use only Section 7 Important Information