AWE : Despatch of Share Purchase Plan documentation

24 November 2017

On 15 November 2017, AWE Limited announced its intention to offer a non-underwritten Share Purchase Plan (SPP) to eligible shareholders.

In accordance with ASX Listing Rule 3.17, attached are copies of the Chairman's Letter and SPP Terms and Conditions (including Application Form) to be dispatched to eligible shareholders today.

Yours sincerely

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 to 15% of the issued capital of AWE Limited (AWE) to institutional shareholders and new investors which raised approximately $38 million through a placement of shares at a fixed offer price of $0.50 per share (the Placement).

The institutional response was overwhelmingly supportive and was significantly oversubscribed.

The second stage of the equity raising is to offer all shareholders, but predominantly for the benefit of our smaller shareholders, the opportunity to participate in a share purchase plan (SPP), allowing them to invest up to $15,000 in new fully paid ordinary shares in AWE (Shares).

This SPP is an opportunity for all eligible shareholders to purchase additional Shares at a price equal to the lower of:

• $0.50, being the issue price under the Placement; and

• the price equal to the volume weighted average price of the Shares traded on the ASX for the five trading days ending on (and including) the closing date of the SPP offer, being on 14 December 2017.

  The proceeds from the SPP and Placement will go towards a range of purposes:

• Strengthen AWE's balance sheet

  • Provide greater financial strength in negotiating commercial arrangements for Waitsia Stage 2 project construction, gas term sheets and gas sales agreements

  • Strengthen AWE's financial position prior to renewal of its corporate debt facility and the financing of the Waitsia Stage 2 project

• Waitsia Stage 2 funding

  • Provide sufficient equity to fund AWE's share of the Waitsia Stage 2 project if a Build Own Operate ("BOO") development model is selected, or

  • Part fund AWE's share if an Engineering Procurement Construction ("EPC") development model is selected

• Other existing portfolio development and growth opportunities

  • A range of corporate purposes including capital expenditure on other development projects including the next stage of the Casino-Henry gas project

For more information about the Placement, including key risks associated with an investment in AWE generally, please read the investor presentation released to ASX on 15 November 2017. The investor presentation can be found on AWE's announcements page at http://www.awexplore.com/irm/content/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:

• if you are an eligible Shareholder you can contribute $2,500, $5,000, $10,000 or $15,000 to acquire Shares under the SPP;

• the number of Shares allotted to you will be based on your application money, divided by the issue price and rounded up to the nearest whole number of Shares; and

• there are no brokerage or participation costs payable.

Participation in the SPP is optional. It is open too Shareholders who were holders of Shares at 7:00pm (Sydney time) on 14 November 2017 (the Record Date) and whose registered address is in

Australia or New Zealand. the date of this letter.

For Shareholders in New Zealand, you must still be a Shareholder on

All Directors of AWE have confirmed that they will participate to the maximum extent possible in the SPP.

If you have any queries in relation to your shareholding, please contact Computershare Investor Services Pty Limited on 1300 145 327 (within Australia).

If you have any queries in relation to the SPP, please call the SPP Information Line on 1300 145 327 (within Australia) or +61 3 9415 4244 (outside Australia) Monday to Friday, 8.30am to 5.00pm (Sydney time) or contact your professional adviser.

To the extent that applications received from eligible shareholders who participate in the SPP total

more than $10 million, AWE may, in its absolute discretion, undertake a scale-b

ck to the extent

and in the manner it sees fit. If it does, you may be allocated fewer Shares than the parcel of Shares for which you applied, and excess application funds will be returned to you without interest.

To apply for Shares under the SPP, please carefully read the enclosed Terms and Conditions and follow the instructions on the enclosed Application Form. You will need to ensure your application is received with cleared funds no later than 5.00pm (Sydney time) on 14 December 2017.

If you are unsure about whether to participate, please contact your professional adviser.

Our loyal Shareholder base has always been a great strength of AWE and we look forward to building on that.

Thank you for your support. We hope you are in a position to take advantage of this latest Share offer.

Yours sincerely,

Bruce J Phillips Chairman

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1. The Offer

   Under the Share Purchase Plan (SPP), you will be eligible to apply for up to $15,000 of fully paid ordinary shares (Shares) in AWE Limited (AWE), with a minimum of $2,500 worth of Shares up to 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 million through a placement of Shares to institutional investors 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:

2. the issue price under the Placement of $0.50; and

3. the price equal to the volume weighted average price of the Shares traded on the ASX for the five trading days ending on (and including) the closing date of the SPP offer, being on 14 December 2017 (5 day VWAP).

   The maximum issue price will be $0.50 per Share. For example:

   If the price equal to 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 to 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 to you under the SPP will be quoted on ASX on or about 22 December 2017 and you should receive your holding statement or confirmation advice shortly after this date. You should check your holding statement to confirm your holding before trading in any Shares you believe have been allotted to you under the SPP.

   You will be eligible to participate in the SPP if you were a registered holder of Shares at 7.00pm (Sydney time) on 14 November 2017 (the Record Date), with a registered address in either Australia or New Zealand (and for Shareholders in New Zealand, you must still be a holder of Shares on 24 November 2017). To the extent that you hold Shares on behalf of another person resident outside Australia or New Zealand, it is your responsibility to ensure that any acceptance complies with all applicable foreign laws.

   Participation in the SPP is entirely at your option. The offer is also non-renounceable, which means that you cannot transfer your right to acquire Shares under the offer to anyone else. Once submitted, an application for Shares under the SPP cannot be withdrawn or altered.

4. The Terms of the Offer

5. If you are eligible to purchase Shares under the SPP, you may select only one 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 to the dollar amount specified in the offer you accept, divided by the issue price of Shares under the SPP. If the number of

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