24 November 2017 Despatch of Share Purchase Plan documentati On 15 November 2017, AWE Limited announced its intenti offer a n-underwritten Share Purchase Plan (SPP) eligible shareholders. In accordance with ASX Listing Rule 3.17, attached are copies of the Chairman s Letter SPP Terms Cditis (including Applicati Form) be dispatched eligible shareholders day. Yours sincerely MR NEVILLE KELLY COMPANY SECRETARY AWE LIMITED LEVEL 16, 40 MOUNT STREET NORTH SYDNEY NSW 2060 AUSTRALIA P +61 2 8912 8000 F +61 2 9460 0176 E awe@awexplore.com ABN 70 077 897 440 www.awexplore.com
24 November 2017 Dear Shareholder, On 15 November 2017, your company announced its first equity raising since 2006. The first stage of this was the issue of shares equivalent 15% of the issued capital of AWE Limited (AWE) institutial shareholders new invesrs which raised approximately $38 milli through a placement of shares at a fixed offer price of $0.50 per share (the Placement). The institutial respse was overwhelmingly supportive was significantly oversubscribed. The secd stage of the equity raising is offer all shareholders, but predominantly for the benefit of our smaller shareholders, the opportunity participate in a share purchase plan (SPP), allowing them invest up $15,000 in new fully paid ordinary shares in AWE (Shares). This SPP is an opportunity for all eligible shareholders purchase additial Shares at a price equal the lower of: $0.50, being the issue price under the Placement; the price equal the volume weighted average price of the Shares traded the ASX for the five trading days ending ( including) the closing date of the SPP offer, being 14 December 2017. The proceeds from the SPP Placement will go wards a range of purposes: Strengthen AWE s balance sheet o Provide greater financial strength in negotiating commercial arrangements for Waitsia Stage 2 project cstructi, gas term sheets gas sales agreements o Strengthen AWE s financial positi prior renewal of its corporate debt facility the financing of the Waitsia Stage 2 project Waitsia Stage 2 funding o Provide sufficient equity fund AWE s share of the Waitsia Stage 2 project if a Build Own Operate ( BOO ) development model is selected, or o Part fund AWE s share if an Engineering Procurement Cstructi ( EPC ) development model is selected Other existing portfolio development growth opportunities o A range of corporate purposes including capital expenditure other development projects including the next stage of the Casino-Henry gas project For more informati about the Placement, including key risks associated with an investment in AWE generally, please read the invesr presentati released ASX 15 November 2017. The invesr presentati can be found AWE's announcements page at http://www.awexplore.com/irm/ctent/asx-announcements.aspx?rid=8 AWE LIMITED LEVEL 16, 40 MOUNT STREET NORTH SYDNEY NSW 2060 AUSTRALIA P +61 2 8912 8000 F +61 2 9460 0176 E awe@awexplore.com ABN 70 077 897 440 www.awexplore.com 916CR_0_Sample_CA/000001/000002
Under the SPP P: if you are an eligible Shareholder you can ctribute $2,500, $5,000, $10,,000 or $15 5,000 acquire Shar res under the SPP; the num mber of Sha ares allotted you will l be based your applicati mey, div vided by the issue price roundedd up the nea arest whole number of Shares; theree are no brokerage or participati costs pay yable. Participati in the SP PP is optial. It is open Shareholders who weree holders of Shares at 7:00pm (Sy ydney time) 14 Nove ember 2017 (therecord Date) whose registered address is in Australiaa or New Zeal. For Shareholders in New Zeal, you must still be a Shareholder the date of this letter. All Direcrs of AWE have cfirmed that they willparticipate the max ximum extent pos ssible in the SPP. The offe er participate in thee SPPP will open 244 November 2012 17, d will remain openn untill 5.00pm (Sydneyy time) 14 December 2017. If you have any queries in relati your shareholding, please ctact Computershare Invesr Services Pty Limited 130 00145 327 (within Australia) ). If you have any queries in relati the SPP P, please call the SPP Informatin Line 13000 145 327 (within Australia) or +61 39415 42444 (outside Australia) Mday Friday, 8.308 0am 5.00 0pm (Sydney time) or ctact your pro ofessial advi iser. To the extent that appl licatis received from eligible shareholders who part rticipate in the SPP tal more than $10 milli, AWE may, in its absolute disc creti, unde ertake a scale-back the extent in the man nner it i sees fit. If it does, you may be allo ocated fewer Shares than the parcel of Shares for whichh you applied, excesss applicati funds will be returned o you with hout interest. How app ply To apply for Sha ares under the SPP, please carefully read the enclosed Ter rmss Co ditis follow the instructis the encl losed Applicati Form. You will nee ed ensu suree your applicati is received with cleared funds no later than 5.0 00pm (Sy( ydney time) 14 Decemberr 2017. If you are unsu ure about whe ether participate, pleasee ctactt your professial adva viser. Our loyal Shar reholder base has alwa ays been a great strength of AWE wee look forward building that. Thank you for your support. We hop pe you are in a positi take adv vantage of thist latest Sha are offer. Yours sincerely, Bruce J Phillips Chairman Page 2 of 2
AWE Limited Share Purchase Plan - Terms Cditis 1 The Offer Under the Share Purchase Plan (SPP), you will be eligible apply for up $15,000 of fully paid ordinary shares (Shares) in AWE Limited (AWE), with a minimum of $2,500 worth of Shares up the maximum amount of $15,000 of Shares (in certain increments as set out below). On 16 November 2017, AWE announced that it had raised approximately $38 milli through a placement of Shares institutial invesrs at a fixed offer price of $0.50 per share (the Placement). The issue price for each Share under the SPP will be the lower of: (a) the issue price under the Placement of $0.50; (b) the price equal the volume weighted average price of the Shares traded the ASX for the five trading days ending ( including) the closing date of the SPP offer, being 14 December 2017 (5 day VWAP). The maximum issue price will be $0.50 per Share. For example: If the price equal the 5 day VWAP is $0.60 (that is, an amount greater than $0.50), the issue price for each Share under the SPP will be $0.50. If the price equal the 5 day VWAP is $0.40 (that is, an amount less than $0.50), the issue price for each Share under the SPP will be $0.40. We expect that the Shares allotted you under the SPP will be quoted ASX or about 22 December 2017 you should receive your holding statement or cfirmati advice shortly after this date. You should check your holding statement cfirm your holding before trading in any Shares you believe have been allotted you under the SPP. You will be eligible participate in the SPP if you were a registered holder of Shares at 7.00pm (Sydney time) 14 November 2017 (the Record Date), with a registered address in either Australia or New Zeal ( for Shareholders in New Zeal, you must still be a holder of Shares 24 November 2017). To the extent that you hold Shares behalf of another pers resident outside Australia or New Zeal, it is your respsibility ensure that any acceptance complies with all applicable foreign laws. Participati in the SPP is entirely at your opti. The offer is also n-renounceable, which means that you cannot transfer your right acquire Shares under the offer anye else. Once submitted, an applicati for Shares under the SPP cannot be withdrawn or altered. 2 The Terms of the Offer If you are eligible purchase Shares under the SPP, you may select ly e of the following offers: Offer A Offer B Offer C Offer D $2,500 of Shares $5,000 of Shares $10,000 of Shares $15,000 of Shares The number of Shares that you will be allotted will be equal the dollar amount specified in the offer you accept, divided by the issue price of Shares under the SPP. If the number of 916CR_0_Sample_CA/000001/000003
Shares you are entitled is not a whole number, then that fractial entitlement will be rounded up the nearest whole number of Shares. For example: If you elect accept Offer A ($2,500 of Shares) the issue price of Shares under the SPP is $0.50, you will be allotted 5,000 Shares. If you elect accept Offer D ($15,000 of Shares) the issue price of Shares under the SPP is $0.50, you will be allotted 30,000 Shares. To the extent that applicatis received from eligible Shareholders who participate in the SPP tal more than $10 milli, AWE may, in its absolute discreti, undertake a scale-back the extent in the manner it sees fit. If it does, you may be allocated fewer Shares than the parcel of Shares for which you applied, excess applicati funds will be returned you without interest. You should note that the market price of Shares may rise or fall between the date of this offer the date when AWE issues the Shares you under the SPP. This means that the price you pay per Share under this offer may exceed, or be less than, the market price of the Shares at the time of issue of the Shares under this offer. You are encouraged seek your own financial advice in relati this offer your participati under the SPP. 3 General AWE may make determinatis in any manner it thinks fit in relati any difficulties, anomalies or disputes which may arise in cnecti with or by reas of the operati of the SPP whether generally or in relati any participant or applicati. Any determinati by AWE will be cclusive binding all eligible Shareholders other perss whom the determinati relates. AWE reserves the right waive strict compliance with any provisi of the terms cditis of the SPP, amend or vary those terms cditis suspend or terminate the SPP at any time. Any such waiver, amendment, variati, suspensi or terminati will be binding all eligible Shareholders even where AWE does not notify an eligible Shareholder of that matter. 4 Key terms dates Minimum purchase price for Shares $2,500 Maximum purchase price for Shares $15,000 Price per share The lower of: $0.50; the price equal the 5 day VWAP Record date 7.00pm (Sydney time) 14 November 2017 Closing date 5.00pm (Sydney time) 14 December 2017 Allotment date On or about 21 December 2017 Commencement of trading of new Shares On or about 22 December 2017
5 Acknowledgements If you apply participate in the SPP by submitting a BPAY payment or completing returning the persalised applicati form attached (Applicati Form), you will be deemed have represented behalf of each pers whose account you are acting that: (a) you acknowledge that you are, each pers whose account or benefit you are acting is, a Shareholder eligible participate in the SPP; (b) you, each pers for whose account you are acting, are not in the United States; (c) you agree that your applicati is made, you agree be bound by, the terms cditis of the SPP set out in these Terms Cditis, the Applicati Form, AWE's cstituti; (d) you declare that all details statements in your Applicati Form are true complete not misleading; (e) your applicati is irrevocable uncditial; (f) you acknowledge that the Shares have not been, will not be, registered under the U.S. Securities Act of 1933 (U.S. Securities Act) or the securities laws of any state or other jurisdictis in the United States, or in any other jurisdicti outside Australia or New Zeal accordingly, the Shares may not be offered, sold or resold, directly or indirectly in the United States except pursuant an exempti from, or in a transacti not subject, the registrati requirements of the U.S. Securities Act any applicable U.S. state securities laws; (g) you have not, you agree that you will not, send any materials relating the SPP any pers in the United States, or any pers located in any other country outside Australia New Zeal; (h) the tal of the applicati price for the following does not exceed $15,000: (i) (j) (i) the Shares the subject of your Applicati Form or BPAY payment under the SPP; (ii) any other Shares applied for by you under the SPP; (iii) any other Shares which you have instructed a cusdian acquire your behalf under the SPP, even though you may have received more than e offer under the SPP or received offers in more than e capacity under the SPP; you are in compliance with all relevant laws regulatis; you acknowledge that the market price of Shares may rise or fall between the date the SPP commences the date when Shares are allotted, or otherwise allocated, you under the SPP that the issue price you pay per Share pursuant the SPP may exceed the market price of Shares at the time the Shares are allotted, or otherwise allocated, you under the SPP. 6 Cusdians nominees Eligible Shareholders who hold Shares as cusdian or nominee (Cusdian) for e or more perss the Record Date (Beneficiaries) may apply for up a maximum amount of $15,000 of new Shares in respect of each Beneficiary, subject the Cusdian certifying AWE: 916CR_0_Sample_CA/000001/000004/i
(a) that the Cusdian is (directly or indirectly) an eligible holder of Shares behalf of e or more Beneficiaries, that each Beneficiary has instructed the Cusdian apply for Shares under the SPP; (b) the number of Beneficiaries instructing the Cusdian (directly or indirectly) participate; (c) the name address of each participating Beneficiary; (d) in respect of each participating Beneficiary: (i) the number of Shares that the Cusdian holds (directly or indirectly) their behalf; (ii) the number or the dollar amount of new Shares they instructed the Cusdian apply for their behalf; (e) for each participating Beneficiary, that the applicati price for the new Shares applied for the Beneficiary's behalf, any other Shares applied for that Beneficiary's behalf (directly or indirectly) under a similar arrangement in the previous 12 mths, does not exceed $15,000; (f) that a copy of the written offer document was given each participating Beneficiary; (g) where the Cusdian holds Shares behalf of a beneficiary indirectly, through e or more interposed Cusdians, the name address of each interposed Cusdian. By completing submitting the persalised Applicati Form which accompanies this offer, a Cusdian certifies the above. Please ctact Computershare Invesr Services Pty Limited 1300 145 327 (within Australia) or +61 3 9415 4244 (outside Australia) from 8.30am 5.00pm (Sydney time), Mday Friday, obtain the relevant certificati material submit this gether with the completed persalised Applicati Form. If a Cusdian holds Shares jointly behalf of two or more perss, the $15,000 limit applies jointly in relati those perss as if the Cusdian held the Shares behalf of a single pers. IMPORTANT INFORMATION FOR SHAREHOLDERS OUTSIDE AUSTRALIA AND NEW ZEALAND To the extent that you hold shares behalf of another pers resident outside Australia or New Zeal, you may not distribute the SPP Terms Cditis such perss may ly purchase Shares behalf of them if you have investment discreti. This document does not cstitute an offer of securities in any place outside Australia or New Zeal. In particular, this document does not cstitute an offer sell, or a solicitati of an offer buy, securities in the United States. The Shares have not been will not be registered under the U.S. Securities Act or the securities laws of any state or other jurisdicti of the United States. Accordingly, the Shares may not be offered, sold or resold, directly or indirectly in the United States except pursuant an exempti from, or in a transacti not subject, the registrati requirements of the U.S. Securities Act any applicable U.S. state securities laws. Because of these legal restrictis, you must not send copies of this document, the SPP Letter or any other material relating the SPP any pers resident in the United States or elsewhere outside Australia New Zeal.
AWE Limited ABN 70 077 897 440 For all enquiries: Phe: (within Australia) 1300 145 327 (outside Australia) +61 3 9415 4244 Web: www.invesrcentre.com/ctact AWE MR SAM SAMPLE 123 SAMPLE STREET SAMPLETOWN VIC 3000 Make your payment: See overleaf for details of the Offer how make your payment Share Purchase Plan (SPP) Applicati Form Your payment must be received by 5:00pm (Sydney time) Thursday, 14 December 2017 This is an important document that requires your immediate attenti. It can ly be used in relati the shareholding represented by the details printed overleaf. If you are in doubt about how deal with this form, please ctact your financial or other professial adviser. By making payment you agree be bound by the Cstituti of AWE Limited that the submissi of this payment cstitutes an irrevocable offer by you subscribe for AWE Limited shares the terms of the SPP. In additi, by making payment you certify that the aggregate of the applicati price paid by you for: the New Shares the subject of the payment slip overleaf; any other shares interests in the class applied for by you under the SPP or any similar arrangement in the 12 mths prior the date of submissi of the payment, does not exceed $15,000. AWE Limited may make determinatis in any manner it thinks fit, in relati any difficulties which may arise in cnecti with the SPP whether generally or in relati any participant or applicati. If you are a cusdian, trustee or nominee within the definiti of "cusdian" in ASIC Class Order [CO 09/425], you must complete submit an additial schedule that ctains additial certificatis details that must be provided (Schedule) before your applicati will be processed. The Schedule can be obtained by ctacting Computershare Invesr Services Pty Limited the phe numbers provided at the p of this Applicati Form. Applicatis received by cusdians that are not accompanied by the Schedule will be rejected. Any determinatis by AWE Limited will be cclusive binding all eligible Shareholders other perss whom the determinati relates. AWE Limited reserves the right waive strict compliance with any provisi of the terms cditis of the SPP, amend or vary those terms cditis or suspend or terminate the SPP at any time. Any such amendment, suspensi or terminati will be binding all eligible Shareholders even where AWE Limited does not notify you of that event. Step 1: Registrati Name & Offer Details Details of the shareholding the Offer are shown overleaf. Please check the details provided update your address via www.invesrcentre.com if any of the details are incorrect. If you have a CHESS spsored holding, please ctact your Ctrolling Participant notify a change of address. Step 2: Make Your Payment Your payment must correspd e of the optis detailed overleaf. You may choose e opti ly. Note that the amount chosen may be subject scale back in accordance with the terms of the SPP. Choose e of the payment methods shown below. BPAY : See overleaf. Do not return the payment slip with BPAY payment. By Mail: Complete the reverse side of this payment slip detach return with your payment. Make your cheque, bank draft or mey order payable in Australian dollars "AWE Limited" cross "Not Negotiable". The cheque must be drawn from an Australian bank. Cash is not accepted. Payment will be processed the day of receipt as such, sufficient cleared funds must be held in your account as cheques received may not be re-presented may result in your applicati being rejected. Paperclip (do not staple) your cheque(s) the payment slip. Receipts will not be forwarded. Funds cannot be debited directly from your account. Entering your ctact details is not compulsory, but will assist us if we need ctact you. AWE Limited Share Purchase Plan (SPP) Applicati Form Payment must be received by 5:00pm (Sydney time) Thursday, 14 December 2017 Registered BPAY Pty Limited ABN 69 079 137 518 Turn over for details of the Offer è 916CR_0_Sample_CA/000001/000001
Share Purchase Plan (SPP) Applicati Form STEP 1 Registrati Name & Offer Details Registrati Name: MR SAM SAMPLE 123 SAMPLE STREET SAMPLETOWN VIC 3000 X 9999999991 For your security keep your SRN/ HIN cfidential. Entitlement No: 12345678 I ND Offer Details: Record date: Minimum value available purchase: Maximum value available purchase: 7:00pm (Sydney Time), Tuesday 14 November 2017 $2,500 $15,000 STEP 2 Make Your Payment Biller Code: 999999 Ref No: 1234 5678 9123 4567 89 Ctact your financial instituti make your payment from your cheque or savings account. Pay by Mail: Make your cheque, bank draft or mey order payable "AWE Limited" cross "Not Negotiable". Return your cheque with the below payment slip : Computershare Invesr Services Pty Limited GPO BOX 505 Melbourne Vicria 3001 Australia Lodgement of Acceptance If you are applying for Shares your payment is being made by BPAY, you do not need return the payment slip below. Your payment must be received by no later than 5:00pm (Sydney time) Thursday, 14 December 2017. Applicants should be aware that their own financial instituti may implement earlier cut off times with regards electric payment, should therefore take this in csiderati when making payment. Neither Computershare Invesr Services Pty Limited (CIS) nor AWE Limited accepts any respsibility for loss incurred through incorrectly completed BPAY payments. It is the respsibility of the applicant ensure that funds submitted through BPAY are received by this time. If you are paying by cheque, bank draft or mey order the payment slip below must be received by CIS by no later than 5:00pm (Sydney time) Thursday, 14 December 2017. You should allow sufficient time for this occur. A reply paid envelope is enclosed for shareholders in Australia. Other eligible Shareholders will need affix the appropriate postage. Return the payment slip below with cheque attached. Neither CIS nor AWE Limited accepts any respsibility if you lodge the payment slip below at any other address or by any other means. Privacy Notice The persal informati you provide this form is collected by CIS, as registrar for the securities issuers (the issuer), for the purpose of maintaining registers of securityholders, facilitating distributi payments other corporate actis communicatis. In additi, the issuer may authorise us their behalf send you marketing material or include such material in a corporate communicati. You may elect not receive marketing material by ctacting CIS using the details provided above or emailing privacy@computershare.com.au. We may be required collect your persal informati under the Corporatis Act 2001 (Cth) ASX Settlement Operating Rules. We may disclose your persal informati our related bodies corporate other individuals or companies who assist us in supplying our services or who perform functis our behalf, the issuer for whom we maintain securities registers or third parties up directi by the issuer where related the issuer s administrati of your securityholding, or as otherwise required or authorised by law. Some of these recipients may be located outside Australia, including in the following countries: Canada, India, New Zeal, the Philippines, the United Kingdom the United States of America. For further details, including how access correct your persal informati, informati our privacy complaints hling procedure, please ctact our Privacy Officer at privacy@computershare.com.au or see our Privacy Policy at http://www.computershare.com/au. Detach here Purchase Details for AWE Limited (choose e opti) $2,500 worth of securities $15,000 worth of securities OR $5,000 worth of securities OR $10,000 worth of securities *12345678* Entitlement No: 12345678 Payment must be received by 5:00pm (Sydney time) Thursday, 14 December 2017 Ctact Details Ctact Name Cheque Details Drawer Daytime Telephe MR SAM SAMPLE 123 SAMPLE STREET SAMPLETOWN VIC 3000 Cheque Number BSB Number Account Number Amount of Cheque 123456789123456789+0000000001-3051+14