For immediate release - 18 May 2016

Ref. #036/16

ASX Ltd

Companies Announcement Office Electronic Lodgement System

APPENDIX 604 - NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER

To follow is an Appendix 604 in relation to Beach Energy Limited's (ASX: BPT) shareholding in Cooper Energy Limited (ASX: COE).

For more information please contact the following on +61 8 8338 2833 Investor Relations

Derek Piper Investor Relations Manager

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Cooper Energy Limited (COE)

ACN/ARSN 096 170 295

1. Details of substantial holder (1)

   Name Beach Energy Limited

   ACN/ARSN (if applicable) 007 617 969

   There was a change in the interests of the substantial holder on	18/05/2016
   The previous notice was given to the company on	28/10/2013
   The previous notice was dated	28/10/2013

2. Previous and present voting power

   Class of securities (4)	Previous notice		Present notice
   	Person's votes	Voting power (5)	Person's votes	Voting power (5)
   Ordinary	60,590,884	18.41%	60,590,884	14.52%

   The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

3. Changes in relevant interests

   Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
   18/05/2016	Beach Energy Ltd	Share placement by COE announced to market on 11/05/2016	n/a	n/a	n/a

   Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

4. Present relevant interests

   Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

   Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
   Beach Energy Limited	Beach Energy Limited	Beach Energy Limited	Relevant interest under s608(1) of Corporations Act	60,590,884	60,590,884

5. Changes in association

   The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

   Name and ACN/ARSN (if applicable)	Nature of association
   Token Nominees Pty Ltd	Ceased as bare trustee
   BFQ Nominees Pty Ltd	Ceased as bare trustee
   Zaide Nominees Pty Ltd	Ceased as bare trustee
   Kellyvale Nominees Pty Ltd	Ceased as bare trustee
   Chesser Nominees Pty Ltd	Ceased as bare trustee

6. Addresses

The addresses of persons named in this form are as follows:

Signature

print name Catherine Oster capacity Company Secretary

sign here date 18 May 2016

DIRECTIONS

1. If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

2. See the definition of "associate" in section 9 of the Corporations Act 2001.

3. See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

4. The voting shares of a company constitute one class unless divided into separate classes.

5. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

6. Include details of:

7. any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

8. any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

   See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

9. Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

10. If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown'".

11. Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.