UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
 Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934

For the month of April 2018

Commission File Number 000-55246

Sundance Energy Australia Limited

(Translation of registrant’s name into English)

633 17th Street, Suite 1950
Denver, CO  80202

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  n/a

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

2

Exhibit 99.1

19 April 2018

General Manager

The Company Announcements Office
Australian Securities Exchange

Dear Sir

RESULTS OF EXTRAORDINARY GENERAL MEETING — 19 APRIL 2018

At the Company’s Extraordinary General Meeting held today, the following resolutions were unanimously passed by shareholders on a show of hands.

Resolution 1

Approval of the Conditional Placement for the purposes of ASX Listing Rule 7.1

‘That for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the proposed issue of up to a maximum number of 3,990,500,740 fully paid ordinary shares in the Company to certain sophisticated, professional and institutional investors (who are not related parties of the Company) for a price of A$0.059 per share on the terms and conditions set out in the accompanying Explanatory Memorandum.’

Resolution 2

Ratification of prior issue of securities for the purposes of ASX Listing Rule 7.4 (Initial Placement)

‘That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue of 370,697,000 fully paid ordinary shares in the Company on the terms set out in the Explanatory Memorandum which accompanied and formed part of this Notice of Extraordinary General Meeting is approved.’

Details of valid proxies submitted to the meeting are as follows:

For further information on this release, please contact either Mike Hannell, Chairman, on (08) 8363 0388 or, Damien Connor, Company Secretary on (08) 8363 0388.

Sundance Energy Australia Limited

A Ground Floor 28 Greenhill Rd Wayville SA 5034 | T (08) 8363 0388 | E inquiries@sundanceenergy.net  www.sundanceenergy.com.au

Exhibit 99.2

1

Acquisition Overview

Highlights of the Acquisition, which closed on April 23rd, 2018 include:

·                  21,900 net acres in the Eagle Ford’s oil/volatile oil window, on trend with the Company’s existing operations in McMullen, Live Oak, Atascosa and La Salle County properties and contiguous in nature to facilitate efficient development.

·                  The acquired assets consist of three main areas (Areas 11, 21 and 41) as illustrated in Figure [1]. The Company believes the acquired assets have high quality geology and the potential to generate attractive well economics and include 282 gross (255 net) drilling locations representing ~10 years of additional core inventory.

·                  Includes varying working interests (18-100%) in 132 PDP wells across the acquired acreage, including 94 Eagle Ford Pioneer operated wells with an average working interest of 97.9%, 4 Eagle Ford wells not operated by Pioneer with an average working interest of 53.1%, and an additional 34 wells producing from the Edwards and Carrizo formations with an average working interest of 21.7%.

·                  Production on the acquired acreage average 1,800 boe/d over the fourth quarter of 2017, comprised of 72% crude oil. Over 95% of the existing production will be operated by Sundance. As a result of the historical drilling and production activity, the leases are 100% held by production (“HBP”).

·                  Acquired reserves were evaluated by Ryder Scott as at January 1, 2018, with estimated 1P of 52.6 mmboe and 2P estimated reserves of 108.6 mmboe. The implied 1P PV-10 estimate of US$290.3 million substantially underpins purchase consideration for the Acquisition, assuming NYMEX strip (varying) West Texas Intermediate Oil prices of US$59.36-US$51.67 for years 2018—2023 and thereafter and Henry Hub natural gas prices of US$2.82-US$3.05 for years 2018 — 2023 and thereafter.

·                  Simultaneous to the Acquisition, the Company entered new long-term midstream contracts to support development of the assets with firm capacity to move oil and natural gas to market at market rates.

Figure 1 - Acreage to be acquired proximal to core McMullen area acreage

2

Successfully Completed Equity Issuance and Debt Refinancing

In order to fund the Acquisition and to provide approximately US$129 million of liquidity for the development of the assets, Sundance has raised US$260 million of new equity and refinanced its existing debt facilities (together the “Financing Activities”). Details of the successfully completed Financing Activities include:

·                  New equity of US$260 million was raised through the issuance of 5,614,447,268 new fully paid ordinary shares on the Australian Securities Exchange (“ASX”) at a price of A$0.059 (US$0.046) per share (the “Offer Price”). The Offer Price represented a 19.2% discount to the 10-day volume weighted average price for the 10 trading days up to and including March 9, 2018.

·                  The Company entered into a new US$250 million institutional Second Lien Term Loan (“Term Loan”). The Term Loan bears interest at LIBOR plus 8% with no amortization and a 5 year term. Morgan Stanley Energy Capital Inc. acted as sole lead arranger and sole bookrunner for the syndication of the Term Loan and will act as administrative agent for the Term Loan Facility after closing.

·                  The Company entered into a new syndicated reserve-based lending facility (“Revolver”) with US$250 million face value and initial availability of US$87.5 million, less a US$12 million Letter of Credit posted for minimum revenue guarantees under the renegotiated midstream contracts. The Revolver bears interest at LIBOR plus 2.5-3.5%, depending on the drawn amount, with no amortization and a 4 ½ year term. The availability amount under the borrowing base is re- determined on a semi-annual basis. Natixis acted as the arranger and will act as administrative agent for the Revolver after closing.

·                  Retirement of the Company’s previously existing US$125.0 million term loan, US$67.0 million reserve based lending facility and US$11.8 million production prepayment.

Creation of a Leading Pure Play Eagle Ford Producer

In continuation of the Company’s strategy of aggregating assets in the Eagle Ford, the Acquisition represents a transformational transaction through the addition of high quality assets and an extensive drilling inventory. The resulting increased scale will drive significant capital efficiency, while the Financing Activities have significantly deleveraged the balance sheet and provide ample liquidity for the execution of the Company’s development program targeting 35-40 wells per twelve month period. This should result in significant growth in production, additional proved reserves, cash flows and net asset value per share.

Sundance Energy Highlights pro forma for the Acquisition and Financing Activities:

·                  Estimated Proved and Probable (“2P”) Reserves of 170.7 mmboe with a pre-tax present value discounted at 10% (“PV-10”) of US$963.6 million as prepared by Ryder Scott at December 31, 2017 based on NYMEX strip pricing.

·                  Estimated Proved (“1P”) Reserves of 100.9 mmboe with a pre-tax PV-10 of US$706.3 million as prepared by Ryder Scott at December 31, 2017 based on NYMEX strip pricing. The Company’s 1P reserves were 22.4% proved developed producing by volume and 81% liquids (61% oil).

·                  Approximately 56,600 net acres in the oil, volatile oil, and condensate window of the Eagle Ford containing 479 net Tier 1 Eagle Ford locations representing 12 years of drilling inventory at currently contemplated activity levels.

·                  Ample liquidity of US$130 million to support Company’s development plan and value creation through the drill bit.

3

·                  The Company expects to begin pad drilling the acquired assets in the second quarter of 2018 with production from initial development commencing in the late third or early fourth quarter of 2018. The Company will primarily use 2-4 well pads to generate efficiencies in its cost per well and optimise recoveries.

·                  The Company currently projects production of 9,000-10,000 boe/d and 21,000-22,000 boe/d, capital expenditures of US$190 million and US$200 million, and EBITDA of US$110 million and US$250 million for 2018 and 2019 respectively, all subject to market conditions and prevailing commodity prices.

·                  The Company has entered into a series of midstream contracts with a leading midstream operator providing firm capacity to transport and process crude oil, condensate and natural gas and natural gas liquids from the wellhead to market through 2035 at attractive market rates.

Definitions

Operating costs used in this report are based on operating expense records of Sundance.

Capital costs used in this report were provided by Sundance and are based on authorizations for expenditure and actual costs from recent activity

Future net revenue is after deductions for Sundance’s share of production taxes, ad valorem taxes, capital costs, and operating expenses but before consideration of any income taxes.

“PV10” is defined as the discounted Net Revenues of the Company’s reserves using a 10% discount factor.

“1P Reserves” or “Proved Reserves” are defined as Reserves which have a high likelihood or a 90% probability that the quantities actually recovered will equal or exceed the estimate.

“boe” is defined as barrel of oil equivalent, using the ratio of 6 mcf of Natural Gas to 1 bbl of Crude Oil. This is based on energy conversion and does not reflect the current economic difference between the value of 1 MCF of Natural Gas and 1 bbl of Crude Oil.

“m” is defined as a thousand.

“mmboe” is defined as a million barrels of oil equivalent.

US$ value for Offer Price was based on A$ amounts at the FX Conversion Rate of 0.7849.

For more information, please contact:

About Sundance Energy Australia Limited

Sundance Energy Australia Limited (“Sundance” or the “Company”) is an Australian-based, independent energy exploration company, with a wholly owned US subsidiary, Sundance Energy Inc., located in Denver, Colorado, USA.

The Company is focused on the acquisition and development of large, repeatable oil and natural gas resource plays in North America. Current activities are focused in the Eagle Ford. A comprehensive overview of the Company can be found on Sundance’s website at www.sundanceenergy.net

4

Competent Person’s Statement

This presentation contains information on Sundance Energy’s reserves which has been reviewed by Stephen E. Gardner, a Professional Engineer employed by Ryder Scott Company, L.P. who practices under State of Colorado license number 44720. Mr. Gardner has consented to the inclusion of this information in the form and context in which it appears.

Summary Information

The following disclaimer applies to this document and any information contained in it. The information in this release is of general background and does not purport to be complete. It should be read in conjunction with Sundance’s periodic and continuous disclosure announcements lodged with ASX Limited that are available at www.asx.com.au and Sundance’s filings with the Securities and Exchange Commission available at www.sec.gov.

Forward Looking Statements

This release may contain forward-looking statements. These statements relate to the Company’s expectations, beliefs, intentions or strategies regarding the future. These statements can be identified by the use of words like “anticipate”, “believe”, “intend”, “estimate”, “expect”, “may”, “plan”, “project”, “will”, “should”, “seek” and similar words or expressions containing same.

These forward-looking statements reflect the Company’s views and assumptions with respect to future events as of the date of this release and are subject to a variety of unpredictable risks, uncertainties, and other unknowns. Actual and future results and trends could differ materially from those set forth in such statements due to various factors, many of which are beyond our ability to control or predict. These include, but are not limited to, risks or uncertainties associated with the discovery and development of oil and natural gas reserves, cash flows and liquidity, business and financial strategy, budget, projections and operating results, oil and natural gas prices, amount, nature and timing of capital expenditures, including future development costs, availability and terms of capital and general economic and business conditions. Given these uncertainties, no one should place undue reliance on any forward looking statements attributable to Sundance, or any of its affiliates or persons acting on its behalf. Although every effort has been made to ensure this release sets forth a fair and accurate view, we do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

5

Exhibit 99.3

1

The first tranche of the capital raise was completed during the quarter and the Company used the A$61.6 million (US$47.7 million) to pay US$48.0 million to fund the first deposit on the acquisition.

In April 2018, the Company completed the remainder of the capital raise and paid the balance of the adjusted purchase price on 23 April 2018. The Company also extinguished its existing term loan of US$125.0 million and reserve-based loan of US$67.0 million with proceeds from a new term loan of US$250.0 million.

Contemporaneous with the acquisition closing and the refinanced term loan, the Company entered into a new reserve-based loan with a US$250.0 million face value and initial availability of US$87.5 million, less a US$12.0 million Letter of Credit posted for minimum revenue guarantees.

As at 31 March 2018, the Company had US$1.1 million of cash and no additional borrowing capacity on its existing reserve-based loan.  Subsequent to the acquisition, capital raise and refinancing (all of which closed in April), the Company estimated it had approximately US$130.0 million of liquidity, inclusive of US$75.5 million of undrawn borrowing capacity on its new reserve-based loan. The Company expects this liquidity, plus projected EBITDA of US$110.0 million and US$250.0 million of EBITDA in 2018 and 2019, respectively, to be sufficient to fund its 2018 and 2019 development program.

During the quarter, the Company added 1,092,000 bbls of oil hedges with an average floor and ceiling of $50.44 and $57.03 per bbl, respectively. Subsequent to the quarter, but prior to the issuance of this report, the Company added 244,000 bbls of oil hedges (all swaps) with an average price of $64.30 per bbl, bringing the Company’s total hedged position as at 30 April to 3,152,290 bbls covering 2018 — 2022, as shown in the table below:

For more information, please contact:

About Sundance Energy Australia Limited

Sundance Energy Australia Limited (“Sundance” or the “Company”) is an Australian-based, independent energy exploration company, with a wholly owned US subsidiary, Sundance Energy Inc., located in Denver, Colorado, USA.

The Company is focused on the acquisition and development of large, repeatable oil and natural gas resource plays in North America. Current activities are focused in the Eagle Ford. A comprehensive overview of the Company can be found on Sundance’s website at www.sundanceenergy.net

Summary Information

The following disclaimer applies to this document and any information contained in it. The information in this release is of general background and does not purport to be complete. It should be read in conjunction with Sundance’s periodic and continuous disclosure announcements lodged with ASX Limited that are available at www.asx.com.au and Sundance’s filings with the Securities and Exchange Commission available at www.sec.gov.

2

Forward Looking Statements

This release may contain forward-looking statements. These statements relate to the Company’s expectations, beliefs, intentions or strategies regarding the future. These statements can be identified by the use of words like “anticipate”, “believe”, “intend”, “estimate”, “expect”, “may”, “plan”, “project”, “will”, “should”, “seek” and similar words or expressions containing same.

These forward-looking statements reflect the Company’s views and assumptions with respect to future events as of the date of this release and are subject to a variety of unpredictable risks, uncertainties, and other unknowns. Actual and future results and trends could differ materially from those set forth in such statements due to various factors, many of which are beyond our ability to control or predict. These include, but are not limited to, risks or uncertainties associated with the discovery and development of oil and natural gas reserves, cash flows and liquidity, business and financial strategy, budget, projections and operating results, oil and natural gas prices, amount, nature and timing of capital expenditures, including future development costs, availability and terms of capital and general economic and business conditions. Given these uncertainties, no one should place undue reliance on any forward-looking statements attributable to Sundance, or any of its affiliates or persons acting on its behalf. Although every effort has been made to ensure       this release sets forth a fair and accurate view, we do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

3

Appendix 5B

Mining exploration entity and oil and gas exploration entity quarterly report

+Rule 5.5

Appendix 5B

Mining exploration entity and oil and gas exploration entity quarterly report

Introduced 01/07/96 Origin Appendix 8 Amended 01/07/97, 01/07/98, 30/09/01, 01/06/10, 17/12/10, 01/05/13, 01/09/16

Name of entity

Sundance Energy Australia Limited

Consolidated statement of cash flows

+ See chapter 19 for defined terms

1 September 2016

1

Consolidated statement of cash flows

(1)         Payments of $48.0 million to acquire tenements during the quarter represent the first deposit on the Acquisition. As noted in Item 10 below, the Company did not acquire the properties until subsequent to quarter-end.

(2)         Transaction costs related to issuance of shares were settled in the second quarter with the completion of the Conditional Placement portion of the capital raise.

(3)         The Company entered into a revenue advance agreement with its oil purchaser under which the purchaser advanced the Company $30 million in the third quarter 2017. The Company began repaying the advance in October 2017 at a rate of $20 per gross barrel of oil produced (rate changed to $25 per gross barrel beginning in January 2018). In March 2018, the Company entered into a Tolling Agreement with the oil purchaser to defer repayment until the Company’s Refinancing.    The outstanding $11.8 million of the advance was fully repaid in April as a condition of the Refinancing.

+ See chapter 19 for defined terms

1 September 2016

2

Consolidated statement of cash flows

6.1       Includes cash payments for salaries and fees paid to directors during the quarter.

+ See chapter 19 for defined terms

1 September 2016

3

(1)         Morgan Stanley credit facility comprised of a $67 million revolving facility ($67 million drawn) and $125 million term loan ($125 million drawn). The interest rate on the credit facility ranged from 4.2%-8.3% for the quarter. The loans are secured by the Company’s oil and gas properties. Subsequent to quarter-end, the Company refinanced the existing term and revolving facilities with a $250 million refinanced term and an undrawn $87.5 million refinanced revolving facility (with a $12 million outstanding letter of credit as at the date of this report).

(2)         The Company entered into a revenue advance agreement with its oil purchaser, under which the purchaser advanced the Company $30 million in the third quarter 2017. The Company began repaying the advance in October 2017 at a rate of $20 per gross barrel of oil produced ($25 per gross barrel beginning in January 2018). The full outstanding amount of $11.8 million was repaid in April in as a condition of the Refinancing. The advance had an interest rate of 10%.

(1)   Estimated cash outflows do not include payment for costs incurred prior to the next quarter. The Company expects to paydown a significant portion of its accounts payable and accrued balances outstand at 31 March 2018, but the amounts are not reflected herein.

(2)   Other includes final payment on the acquisition of $172.1 million, repayment of the outstanding revenue advanced by its oil purchaser of $11.8 million, transaction costs related to the acquisition and capital raise of $19.8 million (includes commissions paid to brokers). In April, the Company fully repaid the outstanding $192.0 million of its existing credit facilities, but as the refinancing resulted in a net cash inflow, the amounts are not reflected in the above cash outflows schedule.

(1) Subsequent to quarter end, the Company acquired 21,900 net Eagle Ford acres in its core area.

+ See chapter 19 for defined terms

1 September 2016

4

Compliance statement

1                              This statement has been prepared in accordance with accounting standards and policies which comply with Listing Rule 19.11A.

2                              This statement gives a true and fair view of the matters disclosed.

Print name:                                 Eric McCrady

Notes

1.                           The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity that wishes to disclose additional information is encouraged to do so, in a note or notes included in or attached to this report.

2.                           If this quarterly report has been prepared in accordance with Australian Accounting Standards, the definitions in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report. If this quarterly report has been prepared in accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent standards apply to this report.

3.                           Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities, depending on the accounting policy of the entity.

+ See chapter 19 for defined terms

1 September 2016

5

Exhibit 99.4

SUNDANCE ENERGY AUSTRALIA LIMITED

ABN 76 112 202 883

NOTICE OF ANNUAL GENERAL MEETING - 2018

EXPLANATORY MEMORANDUM

PROXY FORM

Date of Meeting:

Thursday, 31 May 2018

Time of Meeting:

10.00 am (Adelaide time)

Place of Meeting:

Minter Ellison Boardroom, Level 10, 25 Grenfell Street

Adelaide, South Australia

Notice of Annual General Meeting — 2018

AGENDA

Notice is hereby given that the Annual General Meeting of the shareholders of Sundance Energy Australia Limited will be held at Minter Ellison Boardroom, Level 10, 25 Grenfell Street, Adelaide, South Australia on Thursday, 31 May 2018 at 10:00 am (Adelaide time) for the purpose of transacting the business referred to in this Notice of Annual General Meeting.

The Explanatory Memorandum that accompanies and forms a part of this Notice of Annual General Meeting describes the matters to be considered at the meeting.

GENERAL BUSINESS

FINANCIAL STATEMENTS AND REPORTS

‘To receive and consider the financial statements of the Company for the year ended 31 December 2017, and related Directors’ Report, Directors’ Declaration and Auditor’s Report.’

ORDINARY BUSINESS

RESOLUTION 1 -  REMUNERATION REPORT

To consider, and if thought fit, to pass the following non-binding advisory ordinary resolution:

‘That the Remuneration Report for the year ended 31 December 2017, as set out in the Annual Report for that period, be adopted.’

Note: the vote on this resolution is advisory only and does not bind the Directors or the Company.

RESOLUTION 2 -  RE-ELECTION OF NEVILLE WAYNE MARTIN AS A DIRECTOR

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

‘That Neville Wayne Martin, a Director retiring by rotation in accordance with ASX Limited (ASX) Listing Rule 14.4 and clause 59.1 of the Constitution of the Company, being eligible, is re-elected as a Director of the Company.’

RESOLUTION 3 -  RE-ELECTION OF DAMIEN ASHLEY HANNES AS A DIRECTOR

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

‘That Damien Ashley Hannes, a Director retiring by rotation in accordance with ASX Limited (ASX) Listing Rule 14.4 and clause 59.1 of the Constitution of the Company, being eligible, is re-elected as a Director of the Company.’

RESOLUTION 4 -  CONSOLIDATION RESOLUTION

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

‘That, in accordance with section 254H of the Corporation Act and for all other purposes, the Shares be consolidated on 6 June 2018 or another date determined by the Board on the basis of 1 share for every 10 shares held, on the terms and conditions outlined in the Explanatory Memorandum’

OTHER BUSINESS

To deal with any other business that may legally be brought forward in accordance with the Constitution and the Corporations Act.

VOTING RESTRICTIONS

Resolution 1 (Remuneration Report)

In accordance with the Corporations Act, a vote must not be cast on Resolution 1 (and will be taken not to have been cast if cast contrary to this restriction) by a member of the Key Management Personnel, details of whose remuneration are included in the remuneration report, and any Closely Related Party of such a member. However, the member or any Closely Related Party of such a member may vote if:

a)                it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the resolution, or by a person who is the Chair of the meeting at which the resolution is voted on and the appointment expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; and

b)                it is not cast on behalf of the member or any Closely Related Party of such a member.

2

PROXIES

Appointment of Proxy

A Shareholder who is entitled to attend and cast a vote at the Annual General Meeting and who wishes to vote on the resolutions contained in this Notice should either attend in person or appoint a proxy or proxies to attend or vote on the Shareholder’s behalf. A Shareholder entitled to attend and to cast two or more votes may appoint up to two proxies to attend and vote on behalf of that Shareholder. A proxy need not be a Shareholder. A proxy form is included with this Notice of Annual General Meeting. A Shareholder that is a body corporate may appoint a representative to attend in accordance with the Corporations Act.

If a Shareholder appoints two proxies, then the appointment of the proxies may specify the proportion or the number of that Shareholder’s votes that each proxy may exercise. If the Shareholder appoints two proxies and the appointment does not so specify, each proxy may exercise half of the votes able to be cast by the appointing Shareholder. Fractions of votes will be disregarded.

A proxy form must be signed by the Shareholder or their duly appointed attorney, or in the case of a body corporate, executed in accordance with the Constitution, or signed by a duly authorised officer or attorney.

To be effective, the Company must receive the completed proxy form signed by the Shareholder and, if the form is signed by the Shareholder’s attorney or authorised officer of a corporation, the authority under which the proxy form is signed or a certified copy of the authority by post or fax no later than 10.00 am (Adelaide time) on Tuesday, 29 May 2018 (being 48 hours before the commencement of the meeting) to:

·                         the Company’s registered office at Ground Floor, 28 Greenhill Road, Wayville, South Australia 5034 (facsimile (08) 8132 0577); or

·                         the Company’s share registrar, Computershare Investor Services Pty Limited, as listed below; or

·                         Custodian Voting — for Intermediary Online subscribers only (Custodians) please visit  www.intermediaryonline.com to submit your voting intentions

If you require an additional proxy form, please contact Computershare Investor Services Pty Limited.

Appointment of a Company representative

A body corporate may elect to appoint a representative, rather than appoint a proxy, in accordance with the Corporations Act. Where a body corporate appoints a representative, the Company requires written proof of the representative’s appointment to be lodged with or presented to the Company before the meeting.

Voting by proxies

A proxy may decide whether to vote on any motion, except where the proxy is required by law or the constitution to vote, or abstain from voting, in their capacity as proxy.  If a proxy is directed how to vote on an item of business, the proxy may vote on that item only in accordance with the direction.  If a proxy is not directed how to vote on an item of business, the proxy may vote as he or she thinks fit subject to the requirements outlined in the proxy form.  If a proxy abstains from voting and the directions on the proxy require that person to vote, the votes not exercised by the proxy will be given to the chair to vote in accordance with the directions on the proxy form.

Where more than one proxy is appointed, neither proxy is entitled to vote on a show of hands.

If the Chair or a member of the key management personnel or one of their closely related parties is appointed as a proxy, they are not permitted to vote undirected proxies on various matters, including some remuneration matters and related party matters, subject to limited exceptions.

Please read the directions on the proxy form carefully, especially if you intend to appoint the Chairperson of the meeting as your proxy.

3

Entitlement Time

For the purpose of determining the voting entitlements at the meeting, the Board has determined that, in accordance with the Company’s Constitution and the Corporations Act, the shares in the Company will be taken to be held by the registered holders of those shares at 7.00 pm (Sydney time) on Tuesday, 29 May 2018. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

You may view the 2017 Annual Report at the Sundance Energy Australia Limited website. www.sundanceenergy.com.au

By order of the Board

Damien Connor

Company Secretary

23 April 2018

Explanatory Memorandum

IMPORTANT NOTICE

This Explanatory Memorandum forms part of the Notice of Meeting and has been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be conducted at the Annual General Meeting of Shareholders to be held at 10:00 am on Thursday, 31 May 2018 at Minter Ellison Boardroom, Level 10, 25 Grenfell Street, Adelaide, South Australia.

This Explanatory Memorandum should be read in full and in conjunction with the accompanying Notice of Annual General Meeting before making any decision in relation to the resolutions and is a brief explanation of Resolutions 1 to 4 in the Notice of Annual General Meeting and why the Company is seeking Shareholder approval.

FINANCIAL STATEMENTS AND REPORT

The Corporations Act requires the Financial Report (which includes the Financial Statements and Directors’ Declaration), the Directors’ Report and Auditor’s Report to be laid before the AGM. There is no requirement either in the Corporations Act or the Company’s Constitution for shareholders to approve the Financial Report, the Directors’ Report or the Auditor’s Report.

During this item of business, Shareholders will be given reasonable opportunity to ask questions and make comments about the reports and the business and management of the Company.

While no resolution is required in relation to this item, the auditor of the Company or their representative will be available to receive questions relevant to:

(a)                        the conduct of the audit;

(b)                        the preparation and content of the Auditor’s Report;

(c)                         the accounting policies adopted by the Company in relation to the preparation of the Financial Statements; and

(d)                        the independence of the auditor in relation to the conduct of the audit.

A shareholder of the Company who is entitled to cast a vote at the AGM may submit a written question to the auditor if:

(a)                        the question is relevant to:

(i)                              the content of the Auditor’s Report to be considered at the AGM; or

(ii)                           the conduct of the audit of the annual financial report to be considered at the AGM; and

(b)                       the shareholder gives the question to the Company no later than the fifth business day before the day on which the AGM is held.

4

Explanatory Memorandum

RESOLUTION 1 - REMUNERATION REPORT

In accordance with section 250R of the Corporations Act, the Company submits to shareholders for consideration and adoption, by way of a non-binding resolution, its remuneration report for the year ended 31 December 2017.

The remuneration report is a distinct section of the Directors’ Report that deals with the remuneration of directors and other key management personnel of the Company and is contained in the Company’s Annual Report for the year ended 31 December 2017, which is also available on the Company’s website at www.sundanceenergy.net .

The Remuneration Report sets out the Company’s remuneration arrangements for its directors, officers and senior management.

Shareholders are asked to keep in mind that the Company’s operations are all in the US, and the Company’s management team and technical and administrative staff are all based in the US. Even with the challenges the oil and gas industry, the US employment market for oil and gas personnel continues to be very competitive, and it is necessary for the Company to offer comparable remuneration in order to attract and retain suitably qualified US executives and technical staff.

Shareholders are also asked to keep in mind that for the years ended 31 December 2015, 2016 and 2017, the Directors resolved that the Managing Director and the senior executives of the Company would not be paid a short-term incentive (“STI”) payment, as a result of the sustained depressed commodity price environment. However, the intention is for STI to be restored for the performance year ended 31 December 2018.

Shareholders are also asked to bear in mind the Directors have resolved that a long-term incentive (“LTI”) plan will be re- introduced in 2018 for the Managing Director and the senior executives of the Company.  This is intended to be linked to the material acquisition undertaken by the Company in 2018 and the desire to align the interests of the Managing Director and the senior executives of the Company with shareholders as the benefits of the acquisition are implemented.

Section 300A of the Corporations Act requires the directors to include a Remuneration Report in their report for the financial year. Section 250R(2) of the Corporations Act requires the Remuneration Report be put to the vote at the Company’s AGM. Shareholders should note that the vote will be advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing remuneration practices and policies.

In relation to the non-binding shareholder vote, if 25% or more of the votes that are cast are against the adoption of the Remuneration Report at an AGM and comments are made on the Remuneration Report, the company’s subsequent Remuneration Report is required to include an explanation of the board’s proposed action or why no action has been taken.

Where 25% or more of the votes that are cast are against the adoption of the Remuneration Report at a company’s second AGM, then if shareholders at that second AGM pass an ordinary resolution to hold a further meeting (“Spill Resolution”), the directors who approved the directors’ report, other than the managing director, must resign or cease to hold office and may be reappointed to the vacated positions.

At the 2017 AGM, the Company’s Remuneration Report for the financial year ended 31 December 2016 received 99% of votes cast for the Remuneration Report.

Shareholders attending the AGM will be given a reasonable opportunity to discuss the Remuneration Report.

If you elect to appoint a member of the key management personnel (other than the Chair) or a closely related party of such a person as a proxy, then you must direct the proxy how they are to vote. Undirected proxies granted to these persons will not be included in any vote on Resolution 1. If you elect to appoint the Chair as your proxy, you do not need to direct the Chair how you wish the Chair to exercise your vote on this resolution. However please carefully read the proxy form enclosed with this Notice of Meeting before completing it.

In completing the proxy form, if you appoint the Chair as your proxy and do not direct the Chair how to vote and provide the relevant authorisation to the Chair, this will allow the Chair to exercise their discretion in exercising your proxy, even though this resolution is connected directly or indirectly with the remuneration of the key management personnel, which includes the Chair.

If your proxy is not a member of the key management personnel or one of their closely related parties and is not the Chair, you do not need to direct your proxy how to vote.

Directors’ Recommendation

The Directors, while noting that each Director has a personal interest in their own remuneration from the Company, recommend that Shareholders vote IN FAVOUR of adopting the Remuneration Report.

The Chairman of the Meeting intends to vote all undirected proxies IN FAVOUR of Resolution 1, subject to compliance with the voting restrictions discussed above.

5

RESOLUTION 2 — RE-ELECTION OF NEVILLE WAYNE MARTIN AS A DIRECTOR

In accordance with clause 59.1 of the Constitution, at every Annual General Meeting one third of the Directors for the time being must retire from office and are eligible for re-election.  ASX Listing Rule 14.4 provides that a director (excluding the Managing Director) must not hold office (without re-election) past the third AGM following the director’s appointment or 3 years, whichever is longer. However, a director appointed to fill a casual vacancy or as an addition to the board must not hold office (without re-election) past the next AGM of the entity.

Neville Wayne Martin retires by rotation and offers himself for re-election pursuant to ASX Listing Rule 14.4 and the Company’s Constitution. His qualifications and experience are set out below.

Neville Wayne Martin

Non-executive Director, LLB

Neville has been a Director since January 2012. Prior to his election, he was an alternate director on our board of directors. Neville is a member of the Company’s Audit & Risk Management Committee and Reserves Committee.

Neville has over 40 years of experience as a lawyer specializing in corporate law and mining, oil and gas law. He is currently a consultant to the Australian law firm, Minter Ellison. Neville has served as a director on the boards of several Australian companies listed on the Australian Securities Exchange, including Stuart Petroleum Ltd from 1999 to 2002, Austin Exploration Ltd. from 2005 to 2008 and Adelaide Energy Ltd from 2005 to 2011. Neville is the former state president of the Australian Resource and Energy Law Association. Neville holds a Bachelor of Laws degree from Adelaide University.

The Board considers Neville Martin to be an independent director.

Directors’ Recommendation

The Directors (other than Director Martin, who makes no recommendation) recommend that shareholders vote IN FAVOUR of Resolution 2.

The Chairman of the Meeting intends to vote all undirected proxies IN FAVOUR of Resolution 2.

RESOLUTION 3 — RE-ELECTION OF DAMIEN HANNES AS A DIRECTOR

In accordance with clause 59.1 of the Constitution, at every Annual General Meeting one third of the Directors for the time being must retire from office and are eligible for re-election.  ASX Listing Rule 14.4 provides that a director (excluding the Managing Director) must not hold office (without re-election) past the third AGM following the director’s appointment or 3 years, whichever is longer. However, a director appointed to fill a casual vacancy or as an addition to the board must not hold office (without re-election) past the next AGM of the entity.

Damien Hannes retires by rotation and offers himself for re-election pursuant to ASX Listing Rule 14.4 and the Company’s Constitution. His qualifications and experience are set out below.

Damien Ashley Hannes

Non-executive Director, BBs

Damien has been a Director since August 2009.  Damien is the chairman of our Audit and Risk Management Committee and a member of our Remuneration and Nomination Committee.

Damien has over 25 years of finance, operations, sales and management experience. He has most recently served over 15 years as a managing director and a member of the operating committee, among other senior management positions, for Credit Suisse’s listed derivatives business in equities, commodities and fixed income in its Asia and Pacific region.

From 1986 to 1993, Damien was a director for Fay Richwhite Australia, a New Zealand merchant bank. Prior to his tenure with Fay Richwhite, Damien was the director of operations and chief financial officer of Donaldson, Lufkin and Jenrette Futures Ltd, a U.S. investment bank. He has successfully raised capital and developed and managed mining, commodities trading and manufacturing businesses in the global market. He holds a Bachelor of Business degree from the NSW University of Technology in Australia and subsequently completed the Institute of Chartered Accounts Professional Year before being seconded into the commercial sector.

The Board considers Damien Ashley Hannes to be an independent director.

Directors’ Recommendation

The Directors (other than Director Hannes, who makes no recommendation) recommend that shareholders vote IN FAVOUR of Resolution 3.

The Chairman of the Meeting intends to vote all undirected proxies IN FAVOUR of Resolution 3.

6

RESOLUTION 4 — CONSOLIDATION RESOLUTION

4.1                               The Proposal

Sundance Energy Australia Limited (Sundance or Company or SEA) proposes to consolidate Sundance share capital through the conversion of every ten (10) Sundance ordinary shares into one (1) Sundance ordinary share.

Under section 254H of the Corporations Act, a company may consolidate its shares if the consolidation is approved by an ordinary resolution of shareholders at a general meeting.

If the consolidation is approved, the consolidation will take effect on and from 6 June 2018.

4.2                               Treatment of fractions

Where the consolidation of a shareholder’s holding results in an entitlement to a fraction of a share, the fraction will be rounded up to the next whole number of shares.

Where the Directors form the opinion that shareholdings have been split or aggregated to obtain a benefit of rounding, transfers of shares and aggregated parcels of shares may be disregarded for the purpose of rounding.

4.3                               Reasons for Consolidation

The aim of the share consolidation is to ensure that the number of shares on issue is at a level broadly comparable to Sundance’s peer group of companies.

4.4                               Effect of Consolidation - Summary

The proposed share consolidation will reduce the number of Sundance ordinary shares on issue as follows (subject to rounding):

As the share consolidation applies equally to all Sundance shareholders, individual shareholdings will be reduced in the same ratio as the total number of Sundance shares (subject only to the rounding of fractions).  It follows that the consolidation will have no material effect on the percentage interest of each individual Sundance shareholder in Sundance.

Similarly, the aggregate value of each Sundance shareholder’s holding (and the Company’s market capitalization) should not change other than minor changes as a result of rounding — as a result of the share consolidation alone (that is, assuming no other market movements or impacts occur)

Shareholders should note that the reduction of share capital, if approved, would also have an effect on Sundance share price.  The price per share can be expected to increase to reflect the reduced number of shares on issue.

If the Consolidation Resolution is passed and the conditions to its implementation are satisfied, then the Consolidation will be implemented and binding upon all Sundance Shareholders, regardless of how (or if) they vote on the resolution.

4.5                               Treatment of Convertible Securities

Having regard to the ASX Listing Rules, all convertible securities on issue will either be consolidated on the same basis as the Company’s ordinary shares or the terms adjusted, so that the number of ordinary shares to be provided if the share rights vest will reflect the impact of share consolidation, with the necessary adjustments to be made to any applicable exercise or conversion price or number of securities issued on exercise or conversion.

7

4.6                               Timetable for Consolidation

Set out below is an indicative timetable for the consolidation. These indicative dates are subject to change at the Board’s discretion (subject to the ASX Listing Rules).

4.7                               Tax implications for Shareholders

The summary in this section is general in nature.  In addition, particular taxation implications will depend on the circumstances of each shareholder.  Accordingly, shareholders are encouraged to seek their own professional advice in relation to their tax position.

Neither Sundance nor any of its officers, employees or advisors assumes any liability or responsibility for advising shareholders about the tax consequences for them from the proposed share consolidation.

The share consolidation will be undertaken in accordance with section 254H of the Corporation Act.  Subject only to rounding, there will be no change to the proportionate interests held by each Sundance shareholder in SEA as a result of the consolidation.

4.8                               Directors’ Recommendation

The Directors recommend that shareholders vote IN FAVOUR of Resolution 4.

The Chairman of the Meeting intends to vote all undirected proxies IN FAVOUR of Resolution 4.

DEFINITIONS

The following definitions are used in this Explanatory Memorandum: ‘Closely Related Party’ has the same meaning as in the Corporations Act. ‘Corporations Act’ means the Corporations Act 2001 (Cth).

‘Director’ means a director of the Company.

‘Key Management Personnel’ means a member of the key management personnel as disclosed in the Remuneration Report.

‘Listing Rules’ means the listing rules of ASX

‘Meeting’ means the Annual General Meeting of Shareholders to be held at Minter Ellison Boardroom, Level 10, 25 Grenfell Street, Adelaide, South Australia on Thursday, 31 May 2018 at 10:00 am (Adelaide time).

‘Notice’ means this Notice of Annual General Meeting.

‘Ordinary Resolution’ means a resolution passed by more than 50% of the votes at a general meeting of Shareholders.

‘Remuneration Consultant’ means the Company’s independent US-based remuneration consultant.

‘Resolution’ means a resolution referred to in this Notice.

‘Share’ means a fully paid ordinary share in the capital of the Company.

‘Shareholder’ means each person registered as the holder of a Share.

‘Special Resolution’ means a resolution passed by 75% or more of the votes at a general meeting of Shareholders.

‘Sundance’ or the ‘Company’ means Sundance Energy Australia Limited (ABN 76 112 202 883).