SANTOS LIMITED — Director's Dealing 2018

Apr 8, 2018

Mr Adrian Smythe Manager, Listings Compliance Australian Securities Exchange 20 Bridge Street Sydney NSW 2000

9 April 2018

Dear Mr Smythe

Appendix 3Y – Change of Director's Interest Notice

Enclosed is an Appendix 3Y Notice by Santos Limited for Kevin Gallagher in respect of an award of deferred shares as part of the 2017 short term incentive.

The deferred shares are held by Santos' employee share plan trustee. The beneficial interests in the shares were allocated to Mr Gallagher on 14 March 2018 in full compliance with the Company's Securities Trading Policy. Due to an administrative oversight, an Appendix 3Y was not lodged within the prescribed time period. Santos has self-identified this error and has taken steps to strengthen its processes to ensure that this will not happen again.

Yours sincerely,

Christian Paech Company Secretary

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	22 May 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(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.Date of change	K & S Gallagher Holdings Pty Ltd of which the director is a50% beneficiary.14 March 2018
No. of securities held prior to change	103,808fully paid ordinary shares(indirectinterest)237,806 fully paid ordinary shares (direct interest)1,739,872 Share Acquisition Rights granted underSEEIP, previously known as SESPP111,038 fully paid ordinary shares held by SesapPty Ltd (2016 deferred STI).
Class	Fully paid ordinary shares
Number acquired	93,735
Number disposed	Nil
Value/ConsiderationNote: If consideration is non‐cash, provide details and estimatedvaluation	Nil

+ See chapter 19 for defined terms.

No. of securities held after 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 SESPP111,038 fully paid ordinary shares held by Sesap Pty Ltd (2016deferred STI)93,735 fully paid ordinary shares held by Sesap Pty Ltd (2017deferred STI)
Nature of changeExample:on‐markettrade,off‐markettrade,exercise of options, issue of securities underdividend reinvestment plan, participation in buy‐back	Transfer of the beneficial interest in 93,735 shares held bySesap Pty Ltd (employee share plan trustee). The shares aredeferred for 2 years from 1 January 2018 on account of 30%of the 2017 STI award.

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 whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed
Interest acquired
Interest disposed
Value/ConsiderationNote: If consideration is non‐cash, provide detailsand an estimated valuation
Interest after change

Part 3 – +Closed period

Were the interests in the securities or contracts detailed above	No
traded during a +closed period where prior written clearancewas required?
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.