Level 10‌

60 Waymouth Street

Adelaide SA 5000

Australia

GPO Box 1819

Adelaide SA 5001

Tel (Aust.): +61 8 8100 4900

Fax (Aust.): +61 8 8100 4997

[email protected] www.cooperenergy.com.au

20 May 2016

Dear Shareholder

Offer of Shares under Share Purchase Plan

On behalf of the Board of Cooper Energy Limited (Cooper Energy), I am pleased to offer you the opportunity to participate in the Cooper Energy Share Purchase Plan (SPP) which was announced on

11 May 2016. The SPP forms part of a capital raising that also included an A$18.4 million share placement to existing and new sophisticated and professional investors (Placement).

The SPP provides eligible shareholders with the opportunity to invest up to $5,000 in fully paid ordinary shares in Cooper Energy (Shares) without paying any brokerage, commissions or other transaction costs, subject to the SPP Terms and Conditions enclosed with this letter.

Under the SPP, eligible shareholders are being given the opportunity to subscribe for Shares at the lower of:

• $0.22 per Share (being the price under the Placement); and

• the volume weighted average price of Shares in the last five trading days in the SPP offer period (VWAP Pricing Period).

This means that eligible shareholders will receive a discount of at least 12% to the closing price of Shares on 9 May 2016, being the last trading day before the Placement was announced. Cooper Energy will announce the final Issue Price after the SPP offer closes.

The SPP will be capped at $5 million and Cooper Energy will scale back applications if this amount is exceeded. In this event, you may be allocated fewer Shares than you applied for and the difference will be refunded to you. The SPP is not underwritten.

The funds raised under the SPP will be used for the same purposes as the Placement proceeds as announced to the market on 11 May 2016. That is, to strengthen Cooper Energy's existing cash reserves and for use on a range of corporate purposes, including (but not limited to), capital expenditure and to provide enhanced financial flexibility for the implementation of Cooper Energy's Eastern Australia gas strategy, in particular supporting the funding of its equity share in the Sole gas project.

Who is eligible to participate?

Participation in the SPP is optional. To be eligible to participate in the SPP, you must have been a registered holder of Shares at 7.00pm (AEST) on 10 May 2016, and have your registered address in Australia or New Zealand.

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Shareholders who hold Shares on behalf of persons residing outside Australia or New Zealand, who are in the United States, or who act for the account or benefit of a person in the United States, are not entitled to participate in the SPP on behalf of those persons.

Cooper Energy Limited - ABN 93 096 170 295

Key dates

The key dates for the SPP offer are:

Note: The dates listed in these materials are indicative only and Cooper Energy retains the right to vary them without advance notice.

How to apply

To apply for Shares under the SPP, please follow the instructions in the materials enclosed with this letter. The offer period for the SPP closes at 5.00pm (AEST) on 10 June 2016.

If you do not wish to participate in the SPP you do not need to take any action.

It is important that you carefully read and consider all of the materials enclosed with this letter (including the SPP Terms and Conditions and Application Form) before making any decision to participate in the SPP.

You should note that if you apply to participate in the SPP, you are accepting the risk that the market price for the Shares may change. It is possible that between the time you make your application and up to or after the date your Shares are issued, you may be able to buy Shares at a lower price than the price shares are issued for under the SPP.

The offer of Shares under the SPP is being made in accordance with ASIC Class Order [CO 09/425].

If you have any questions regarding the SPP, please call Computershare Investor Services Pty Limited between 8.30am and 5.30pm (AEST) Monday to Friday on 1300 655 248 or +61 3 9415 4887.

We welcome your participation in the SPP and, on behalf of the Board of Cooper Energy, I thank you for your ongoing support.

Yours sincerely

John C Conde AO

Chairman

Cooper Energy Limited

Important notice:

This document has been prepared for publication in Australia and New Zealand and may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933, as amended (US Securities Act). The securities to be offered and sold in the SPP may not be offered or sold in the United States except pursuant to an exemption from or in a transaction not subject to the registration requirements of the US Securities Act and applicable US state securities laws.

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The SPP offer is not a recommendation to acquire Shares. This document does not constitute financial product advice and does not take into account the individual investment objectives, financial situation or particular needs of each Eligible Shareholder. Eligible Shareholders wanting to participate in the SPP should obtain independent advice in relation to the taxation and other consequences of an investment under the SPP before making a decision as to whether to participate in the SPP. If Eligible Shareholders have any doubts as to what they should do, they should consult their stockbroker, solicitor, accountant or other professional adviser. A cooling-off regime does not apply in relation to the acquisition of Shares under the SPP.

SPP Terms and Conditions

1. DEFINITIONS AND INTERPRETATIONS

2. When used in this booklet (including these SPP Terms and Conditions), except to the extent that the context otherwise requires:

   AEST means Eastern Standard time in Australia;

   Application means an application for Shares under the SPP made in accordance with clause 4;

   Application Form means a personalised application form pursuant to which Eligible Shareholders may apply for Shares under the SPP;

   ASIC means the Australian Securities and Investments Commission;

   ASX means Australian Securities Exchange or ASX Limited, as applicable;

   BPAY® means the electronic payment facility by that name;

   Constitution means the constitution of Cooper Energy;

   Cooper Energy means Cooper Energy Limited ABN 93 096 170 295;

   Custodian means has the meaning given in ASIC Class Order [CO 09/425];

   Custodian Certificate has the meaning given in clause 3.8;

   Eligible Shareholder means a shareholder in Cooper Energy as at the Record Date with a Registered Address in Australia or in New Zealand (and in the case of a New Zealand shareholder, who still holds Shares as at the date the SPP opens);

   Issue Price means the issue price set out in clause 6.1;

   Registered Address means the address of an Eligible Shareholder as shown in the Share Register;

   Scale Back means that Cooper Energy may in its absolute discretion issue to applicants less than the number of Shares they have applied for;

   Share means a fully paid ordinary share in Cooper Energy;

   Share Register means the register of all shareholders of Cooper Energy maintained by the Share Registry;

   Share Registry means Computershare Investor Services Pty Limited ABN 48 078 279 277;

   SPP means this share purchase plan;

   SPP Terms and Conditions means these terms and conditions and includes the Application Form; and

   VWAP Pricing Period means the last five trading days in the SPP offer period.

3. Words importing the singular include the plural and vice versa, words importing any gender include other genders and 'person' includes a corporation.

4. A reference to dollars or $ is a reference to Australian dollars.

5. OFFER TIMETABLE

6. This offer is dated and taken to be made on 20 May 2016.

7. This offer opens on 20 May 2016 (Opening Date).

8. Subject to clauses 3.2 and 3.3, only those shareholders recorded in the Share Register as at 7.00pm (AEST) on 10 May 2016 (Record Date) with a Registered Address in Australia or in New Zealand will be eligible to participate in the SPP.

9. This offer closes at 5.00pm (AEST) on 10 June 2016 or such other time and date as determined by Cooper Energy and announced in writing to shareholders (Closing Date). All Application Forms and payment for the Shares must be received by the Share Registry before the Closing Date.

10. It is intended that Shares will be issued on or about 20 June 2016 (Allotment Date).

11. Cooper Energy has the discretion to change, at any time, any of these dates, regardless of whether the offer has opened or Applications have been received.

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12. PARTICIPATION IN THE PLAN

13. Participation in the SPP is subject to these SPP Terms and Conditions. The offer made under this SPP is made only to Eligible Shareholders.

14. Any shareholders with a Registered Address in New Zealand, who are registered as a holder of Shares on the Record Date but who do not hold Shares on the Opening Date will not be eligible to participate in the SPP.

15. Shareholders who hold Shares on behalf of persons residing outside Australia or New Zealand, who are in the United States, or who act for the account or benefit of a person in the United States are not entitled to participate in the SPP on behalf of those persons.

16. This offer is non-renounceable, which means Eligible Shareholders are not permitted to transfer their rights under this offer to any other person.

17. Cooper Energy may accept or reject an Application in its absolute discretion. Reasons why Cooper Energy may reject an Application include (but are not limited to) the following:

18. Cooper Energy considers that the Application (whether alone or in conjunction with other Applications) does not comply, or it is not reasonably satisfied that the Application (whether alone or in conjunction with other Applications) complies, with the requirements of ASIC Class Order [CO 09/425] (as amended, replaced or supplemented) or any other requirements in the ASX Listing Rules or the Corporations Act (Cth) 2001;

19. a cheque is dishonoured, or the cheque, bank draft or money order provided with the Application is not made out for the amount corresponding to the value of the parcel of the Shares applied for;

20. a BPAY® payment is incomplete or invalid;

21. an Application Form is incomplete, incorrect or otherwise determined by Cooper Energy to be invalid;

22. an Application is received after the Closing Date;

23. an Application is made by a Custodian and does not include the required Custodian Certificate; or

24. Cooper Energy believes that a person not eligible to participate in the offer under the SPP has made the Application.

    Where Cooper Energy rejects an Application, Cooper Energy will promptly return to the Eligible Shareholder any relevant Application money provided by the Eligible Shareholder to Cooper Energy (without interest).

25. Eligible Shareholders may subscribe for one of six parcels of Shares up to $5,000:

    Option Parcel

    1 $500

    2 $1,000

    3 $2,000

    4 $3,000

    5 $4,000

    6 $5,000

    If Cooper Energy receives an amount that does not equal one of the amounts specified above, Cooper Energy may either:

26. reject the Application and refund in full the Application money (without interest) to the Eligible Shareholder; or

27. apply the dollar amount of the payment to the highest designated parcel that is less than the amount of the payment and refund the excess Application money (without interest) to the Eligible Shareholder.

28. Eligible Shareholders that receive more than one Application Form under the SPP (for example, if the Eligible Shareholder has more than one shareholding but under separate accounts) may apply on different Application Forms but may not make an Application which will result in the Eligible Shareholder applying for more than $5,000 worth of Shares under the SPP.

29. If an Eligible Shareholder is a Custodian and is expressly noted on the Share Register as holding Shares on behalf of a person (the Participating Beneficiary), the Custodian may apply for up to $5,000 in Shares on behalf of each Participating Beneficiary, subject to providing a notice in writing to Cooper Energy certifying the following (a Custodian Certificate):

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