SANTOS LIMITED — Major Shareholding Notification 2016

Feb 17, 2016

$\overline{1}$

$\begin{array}{c} \hline \end{array}$

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

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

www.kwm.com

18 February 2016

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.

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

Yours faith ์Shaun McRobert

David Jewkes Senlor Associate

27389485_1.doc/608-0009911

Encl 1

Pacther

604 page 1/2 15 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Sentos Limited
ACN/ARSN	007 550 923
1. Details of substantial holder (1)
Name	United Falth Ventures Limited (United Falth Ventures), Robust Nation Investments Limited (Robust Nation), Hony PartnersGroup, L.P. and Hony Managing Partners Limited
ACN/ARSN (If applicable)	Not applicable
There was a change in the interests of thesubstantial holder on	16/02/2016
The previous notice was given to the company on	14/12/2015
The previous notice was dated	14/12/2015

2. Previous and present voting power

The total 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 required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully paid ordinary shares	173.230.845	9.81% (based on1,765,551,235 fully paidordinary shares on issue)	205.196.666	11.62% (based on1,765,681,378 fully paidordinary ehares on Issuequoted on ASX)

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 voling securities of the company or scheme, since thesubstantial holder was last required to give

Data ofchange	Person whose relavant interestchanged	Nature ofchange (6)	Considerationgiven in relationto change (7)	Class andnumber ofsecurides affected	Person's votesaffected
11/02/16	United Falth Ventures, RobustNation, Hony Partners Group,L.P., Hony Managing PartnersLimited	Acquisition of ordinaryshares on-market	A$19,513,971	6,457,235 fullypaid ordinaryshares	6,457,235
12/02/16			A$10,178,881	6,000,000 fullypaid ordinaryshares.	6.000.000
15/02/16			A$7,926,022	2,500,000 fullypaid ordinaryshares	2.500.000
10/02/16			A$24,552,330	7.328,209 fullypaid ordinaryshares	7.328 209
17/02/16			A$25,461,300	7,680,597 fullypaid ordinaryShares	7 600 597
18/02/16			A$7 154,480	2,000,000 fullypaid ordinaryshares	2.000.000

4. Present relevant interests

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

Holder of relevant Interest	Registeredholder ofascurities	Person entitledto be registeredas holder (8)	Nature ofrelevantInterest (6)	Class andnumber ofsecurities	Person's votes
United Falth Ventures	United FaithVerilures	United FaithVentures	Legal and beneficialowner of the shares	138,314,170 fullypaid ordinaryshares	138,314,170
United Faith Ventures	ChinaInternationalCapitalCorporation HKSecurities Ltd(CICC)	Linited FaithVentures	Beneficial owner of thesharaa	66.882,716 fullypaid ordinarysharas	66.862.716
Robust Nation, HonyPartners Group, L.P., HonyMenaging Partners Limited	United Fallt:Ventures	United FaithVentures	Control the exercise ofa power to dispose ofthe shares and controlthe exercise of the rightto vote attaching to theaharas	138,314,170 fullypaid ordinaryaharea	138, 314, 170
Robust Nation, HonyPartners Group, L.P., HonyManaging Partners Limited	ChinaInternationalCapitalCorporation HKSecurities Ltd(CICC)	United FaithVentures	Control the exercise ofa power to dispose ofthe shares and controlthe exercise of the rightto vote attaching to theaharea	66.662.716 fullypaid ordinaryshares	06.882.716

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the rialure of their association (9) with, the substantial holder in relation to votingInterests in the company or scheme are as f

alababilikan ang pagpagpagpagpagpagpagpagpagpagpagpagpagpName and ACN/ARSN (if applicable)	.______Nature of association.-----------------
Mol applicable	the component constitution of the component of the
.	----
.	-----

8. Addresses

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

Name	Address
United Faith Ventures	P.O. Box 967, Offshore Incorporations Centre, Road Town, Tortola, British VirginIslands
Robust Nation	P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortole, British Virginlalanda
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

print name	BING YUAN	Capacity	Director of United Falth Ventures Limited____
	Sec.
sign here		date

004 page 2/2 15 July 2001

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or the manager and irustee ofan equity trust), the names could be included in an anne $(1)$ referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• $(5)$ The person's votes divided by the total votes in the body corporate or acheme multiplied by 100.
• Include details of: $(6)$
  • any relevant agreement or other circumatances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of $\left( n\right)$ any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; end
  • eny qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of thesecurities to which the relevant interest relates (indicating clearly the $(b)$

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

• $\left( 7\right)$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitied to receive in relation to that acquisition. Details must be included even if the banelit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the parson from whom the relevant interest was acoulted.
• $(0)$ If the substantial fiolder is unable to determine the identity of the person (eg if the relevant Interest arises because of an option) write "unknown".
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.