SANTOS LIMITED — Capital/Financing Update 2019

Oct 17, 2019

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of Entity SANTOS LIMITED

ABN

80 007 550 923

ASX: STO

We (the entity) give ASX the following information.

Part 1 – All issues

You must complete the relevant sections (attach sheets if there is not enough space)

• 1 Class of securities issued or to be issued
• 2 Number of securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the securities (eg. if options, exercise price and expiry date; if partly paid securities, the amount outstanding and due dates for payment; if convertible securities, the conversion price and dates for conversion)
• 4 Do the securities rank equally in all respects from the issue date with an existing class of quoted securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5	Issue price or consideration
6	Purpose of the issue(If issued as consideration for the acquisition ofassets, clearly identify those assets)
6a	Is the entity an eligible entity that has obtainedsecurity holder approval under rule 7.1A?
	If Yes, complete sections 6b – 6h in relation tothe securities the subject of this Appendix 3B,and comply with section 6i
6b	The date the security holder resolution underrule 7.1A was passed
6c	Number of securities issued without securityholder approval under rule 7.1
6d	Number of securities issued with security holderapproval under rule 7.1A
6e	Number of securities issued with security holderapproval under rule 7.3, or another specificsecurity holder approval (specify date ofmeeting)
6f	Number of securities issued under an exceptionin rule 7.2
6g	If securities issued under rule 7.1A, was issueprice at least 75% of 15 day VWAP ascalculated under rule 7.1A.3? Include the issuedate and both values. Include the source of theVWAP calculation.
6h	If securities were issued under rule 7.1A fornon-cash consideration, state date on whichvaluation of consideration was released to ASXMarket Announcements
6i	Calculate the entity's remaining issue capacityunder rule 7.1 and rule 7.1A – completeAnnexure 1 and release to ASX MarketAnnouncements
7	Issue Dates
	Note: The issue date may be prescribed by ASX (refer to thedefinition of issue date in rule 19.12). For example, theissue date for a pro rata entitlement issue must comply withthe applicable timetable in Appendix 7A.
	Cross reference: item 33 of Appendix 3B.

• 8 Number and class of all securities quoted on ASX (including the securities in section 2 if applicable)
• 9 Number and class of all securities not quoted on ASX (including the securities in section 2 if applicable)

Number	Class

Number	Class

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 – Bonus issue or pro rata issue

• 11 Is security holder approval required?
• 12 Is the issue renounceable or nonrenounceable?
• 13 Ratio in which the securities will be offered
• 14 Class of securities to which the offer relates
• 15 Record date to determine entitlements
• 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
• 17 Policy for deciding entitlements in relation to fractions
• 18 Names of countries in which the entity has security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference : Rule 7.7

• 19 Closing date for receipt of acceptances or renunciations
• 20 Names of any underwriters

21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders' approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements in full through a broker? 31 How do security holders sell part of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 Issue date

Part 3 – Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• (a) Securities described in Part 1
• (b) ✓ All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the securities are equity securities, the names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders 36 If the securities are equity securities, a distribution schedule of the additional securities setting out the number of holders in the categories 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over 37 A copy of any trust deed for the additional securities

Entities that have ticked box 34(b)

• 38 Number of securities for which quotation is sought
• 39 Class of securities for which quotation is sought
• 40 Do the securities rank equally in all respects from the issue date with an existing class of quoted securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number Class 42 Number and class of all securities quoted on ASX (including the securities in clause 38) 2,083,066,041 Fully paid ordinary shares.

		Number	Class
43	Number and class of all securities notquoted on ASX	5,000	Executive share plan '0'shares each paid to 1cent.
		5,000	Executive share plan '2'shares each paid to 1cent.
		17,330,264	Share Acquisition Rightsissued pursuant to theSantos Employee EquityIncentive Plan (SEEIP).
		19,273	Fully paid ordinary sharesissued pursuant to thevesting of SARs.
		1,478,264	Share Acquisition Rightsissued pursuant to theShareMatch Plan.
		11,312	Fully paid ordinary sharesissued pursuant to thevesting of ShareMatch.

Quotation Agreement

• 1. Quotation of our additional securities is in ASX's absolute discretion. ASX may quote the securities on any conditions it decides.
• 1. We warrant the following to ASX:
  • The issue of the securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those securities should not be granted quotation.
  • An offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any securities to be quoted and that no-one has any right to return any securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the securities be quoted.
• If we are a trust, we warrant that no person has the right to return the securities to be quoted under section 1019B of the Corporations Act at the time that we request that the securities be quoted.
• 1. We will indemnify the ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 1. We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before quotation of the securities begins. We acknowledge that ASX is relying on this information and documents. We warrant that they are (will be) true and complete.

Company Secretary

Sign here: Date: 18 October 2019

Print name: AMANDA DEVONISH