SANTOS LIMITED — Major Shareholding Notification 2015

Dec 13, 2015

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Level 30 OV.1 Building 250 St Georges Terrace Perth WA 6000 Australia

T +61 8 9269 7000 F+61 8 9269 7999

www.kwm.com

14 December 2015

ASX Market Announcements Office Level 40, Central Park 152-158 St Georges Terrace Perth WA 6000

FAX 1300 135 638

FOR IMMEDIATE RELEASE TO THE MARKET

Dear Sir/Madam

Santos Limited - Notice of change of interests of substantial holder

We act for Hony Partners Group, L.P. (Hony Partners).

On behalf of Hony Partners, in accordance with section 671B of the Corporations Act 2001 (Cth), we attach a "Form 604 - Notice of change of interests of substantial holder" (Form 604) in respect of Santos Limited.

As shown in the Form 604, Hony Partners' voting power in Santos Limited decreased from 12.16% to 9.81% on 10 December 2015 following the issue of ordinary shares to participants in the retail component of the rights issue and the retail shortfall bookbuild.

The attached Form 604 has also been provided to Santos Limited.

Yours faithfully

Shaun McRobert Partner

David Jewkes Senior Associate

Encl 1

604 page 1/2 15 July 2001

Form 604

Corporetions Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Santos Limited				$\cdots$
ACNIARSN	007 560 923		TENET
1. Details of substantial holder (1)
Name	Group, L.P. and Hony Managing Partners Limited.		United Faith Ventures Limited (United Faith Venturas), Robust Nation Investments Limited (Robust Netlon), Hony Pertners
ACN/ARSN (If applicable)	Not applicable
There was a change in the interests of the no teolon iaiinadus		10/12/2015	.
The previous notice was given to the company on		20.111 / 2015
The previous notice was dated		20/11/2015

2. Previous and present voting power

The lotal number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest
(3) In when last required, and when now r

		the contract of the contract of the contract of the contract of the contract of the contract of the contract of
Class of securities (4)	Previous notice		Present notice
	Person's votes	Voling power (5)	Person's votes	Voting power (5)
Fully paid ordinary shares	171,730.845	12.18% (based on 1,412,277,449 lully paid ordinary charas on Issue)	173.230.846 . .	9.81% (based on 1,765,651,235 fully paid ordinary shares on issue)

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting accurities of the company or schame, since the
substantial holder was last required to give

Date of change	Person whose relevant Interest changed	Nature of chenge (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
23/11/2015	United Faith Ventures. Robust Nation, Hony Partners Group, L.P., Hony Managing Partners Limited	Acquisition of ordinary shares on-market	A\$6,037,250	1,500,000 fully paid ordinary shares	1,500,000
10/12/2015	United Falth Ventures. Robust Nation, Hony Partners Group, L.P., Hony Managing Partnárá Limitéd	Dilution of relevant interest as a result of the issue of fully paid ordinary shares pursuant to the retail component of Sentos Limited's rights issue Contractor	Not applicable	Not applicable	Not applicable

4. Present relevant Interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Natura of relevant Interest (0)	Class and number of securities	Person's votes
Unled Faith Ventures	United Faith Vėnlures	United Fallh Ventures	Legal and banaficial owner of the shares	138.314.170 fully paid ordinary	138.314.170

604 page 2/2 15 July 2001.

$\mathcal{L}^{\text{max}}$

		$\overline{\phantom{a}}$		shares
United Faith Ventures	China International Capital Comoration HK Securities Ltd (CICC)	United Faith Ventures	Beneficial owner of the shares	34,916,675 fully paid ordinary shares	34 916 675
Robust Nation, Hony Partners Group, L.P., Hony Managing Partners Limited	United Faith Ventures	United Faith Ventures	Control the exercise of a power to dispose of the shares and control the exercise of the right to vote attaching to the shares	138.314,170 fully paid ordinary aharas	138,314,170
Robust Nation, Hony Partners Group, L.P., Hony Manaping Partners Limited	China Internadonal Canilai Corporation HK Securities Ltd (CICC)	United Faith Ventures	Control the exercise of a power to dispose of the shares and control the exercise of the right to vote attaching to the shares	34,916,675 fully paid ordinary shares	34,916,675

5. Changes in association

J.

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting
Interests in the company or schame are as fo

--- Nama and ACN/ARSN (if applicable)	. -------------------------------------- Nature of association .				----
------	. .	--------	_________
Not applicable -- ______ .	.				.

6. Addresses

J.

The addresses of persons named in this form are as follows:

Name	Address
United Faith Ventures	P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
Robust Nation	P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, Brillsh Virgin Islands
Hony Partners Group, L.P.	P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
Hony Managing Partners Limited	P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands .

Signature
	prinț name	BING YUAN	Capacity	Director of United Felth Ventures Limited and the contract of the contract of the
	sign here	the control of the control of . . $\sim$	ddla $\cdots$ Service	12 / 2016 ч. . . $\cdot$ $\sim$

DIRECTIONS

if there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or the menager and trustee of
an aquity intst), the names could be included in an anne $(1)$ paragraph 6 of the form.

See the definition of "associate" in section 9 of the Corporations Act 2001, $(2)$

$(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001,

$(4)$ The voting shares of a company constitute one class unless divided into separate classes.

004 page 2/2 15 July 2001

(8)	The person's votes divided by the total votes in the body corporate or acheme multiplied by 100.

$\phi$ Include details of

• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 6718(4) applies, a copy of
  any document setting out the tame of any relevant agreement, and a siatement $(a)$
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the
  securities to which the relevant interest relates (indicating clearly the $\langle \hat{\mathbf{q}} \rangle$

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• idealls of the consideration must include any and all benefits, money and other, that any parson from whom a relavant interest was acquired has, or may, become entitled has, or may, become entitled must be entitled must e $\vec{a}$ whom the relevant interest was acquired.
• If the substantial holder is unable to detennine the identity of the person (eg if the relevant interest ankes because of an option) write "unknown". $: 10$
• .谕. Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.