SANTOS LIMITED — Director's Dealing 2017

May 21, 2017

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity SANTOS LIMITED ABN 80 007 550 923

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Kevin Thomas Gallagher
Date of last notice	19 April 2017

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct and Indirect
Nature of indirect interest	K & S Gallagher Holdings Pty Ltd
(including registered holder)	<Gallagher Family A/c> of which the director is a
Note: Provide details of the circumstances giving rise to the relevantinterest.	50% beneficiary.
Date of change	22 May 2017
No. of securities held prior to change	103,808 fully paid ordinary shares (indirect
	interest)
	237,806 fully paid ordinary shares (direct interest)
	1,068,231 Share Acquisition Rights granted under
	SEEIP previously known as SESPP
	111,038 fully paid ordinary shares held by Sesap
	Pty Ltd (2016 deferred STI).
Class	Share Acquisition Rights
Number acquired	671,641
Number disposed	Nil
Value/Consideration	Nil
Note: If consideration is non-cash, provide details and estimated
valuation

• See chapter 19 for defined terms.

22.05.17 KT Gallagher

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	103,808 fully paid ordinary shares (indirect interest)237,806 fully paid ordinary shares (direct interest)1,739,872 Share Acquisition Rights granted under SEEIP,previously known as SESPP111,038 fully paid ordinary shares held by Sesap Pty Ltd (2016deferred STI).
Nature of changeExample:on-markettrade,off-markettrade,exercise of options, issue of securities underdividend reinvestment plan, participation in buy-back	Allocation resulting from Long Term Incentive Grant approvedby shareholders at the AGM held on 4 May 2017.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed abovetraded during a+closed period where prior written clearancewas required?	No
If so, was prior written clearance provided to allow the trade toproceed during this period?	Not applicable
If prior written clearance was provided, on what date was thisprovided?	Not applicable

• See chapter 19 for defined terms.

22.05.17 KT Gallagher

Appendix 3Y Page 2