SANTOS LIMITED — Capital/Financing Update 2020

Jan 9, 2020

Appendix 3B New issue announcement

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

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5	Issue price or consideration
6	Purpose of the issue
	(If issued as consideration for the acquisition of
	assets, clearly identify those assets)
6a	Is the entity an eligible entity that has obtained
	security holder approval under rule 7.1A?
	If Yes, complete sections 6b – 6h_in relation to_
	the securities the subject of this Appendix 3B,
	and comply with section 6i
6b	The date the security holder resolution under
	rule 7.1A was passed
6c	Number of securities issued without security
	holder approval under rule 7.1
6d	Number of securities issued with security holder
	approval under rule 7.1A
6e	Number of securities issued with security holder
	approval under rule 7.3, or another specific
	security holder approval (specify date of
	meeting)
6f	Number of securities issued under an exception
	in rule 7.2
6g	If securities issued under rule 7.1A, was issue
	price at least 75% of 15 day VWAP as
	calculated under rule 7.1A.3? Include the issue
	date and both values. Include the source of the
	VWAP calculation.
6h	If securities were issued under rule 7.1A for
	non-cash consideration, state date on which
	valuation of consideration was released to ASX
	Market Announcements
6i	Calculate the entity’s remaining issue capacity
	under rule 7.1 and rule 7.1A – complete
	Annexure 1 and release to ASX Market
	Announcements
7	Issue Dates
	Note: The issue date may be prescribed by ASX (refer to the
	definition of issue date in rule 19.12). For example, the
	issue date for a pro rata entitlement issue must comply with
	the applicable timetable in Appendix 7A.
	Cross reference: item 33 of Appendix 3B.

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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

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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 (a) (b)	Type of securities (tick one) Securities described in Part 1 ✓ 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

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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)

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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 not quoted on ASX 5,000 5,000 17,319,890 19,273 1,482,704 11,312 Executive share plan ‘0’ shares each paid to 1 cent. Executive share plan ‘2’ shares each paid to 1 cent. Share Acquisition Rights issued pursuant to the Santos Employee Equity Incentive Plan (SEEIP). Fully paid ordinary shares issued pursuant to the vesting of SARs. Share Acquisition Rights issued pursuant to the ShareMatch Plan. Fully paid ordinary shares issued pursuant to the vesting of ShareMatch.	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 not quoted on ASX 5,000 5,000 17,319,890 19,273 1,482,704 11,312 Executive share plan ‘0’ shares each paid to 1 cent. Executive share plan ‘2’ shares each paid to 1 cent. Share Acquisition Rights issued pursuant to the Santos Employee Equity Incentive Plan (SEEIP). Fully paid ordinary shares issued pursuant to the vesting of SARs. Share Acquisition Rights issued pursuant to the ShareMatch Plan. Fully paid ordinary shares issued pursuant to the vesting of ShareMatch.	Number	Class	Class
		2,083,066,041	Fully paid ordinary shares.
	Number			Class
	5,000 5,000 17,319,890 19,273 1,482,704 11,312			Executive share plan ‘0’ shares each paid to 1 cent. Executive share plan ‘2’ shares each paid to 1 cent. Share Acquisition Rights issued pursuant to the Santos Employee Equity Incentive Plan (SEEIP). Fully paid ordinary shares issued pursuant to the vesting of SARs. Share Acquisition Rights issued pursuant to the ShareMatch Plan. Fully paid ordinary shares issued pursuant to the vesting of ShareMatch.

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Quotation Agreement

1. Quotation of our additional securities is in ASX’s absolute discretion. ASX may quote the securities on any conditions it decides.

2. We warrant the following to ASX:

3. The issue of the securities to be quoted complies with the law and is not for an illegal purpose.

4. There is no reason why those securities should not be granted quotation.

5. 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.

• 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.

• 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.

Sign here: Date: 10 January 2020 Company Secretary Print AMANDA DEVONISH name:

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