SANTOS LIMITED — Major Shareholding Notification 2017

Apr 30, 2017

KING&WCDD MALLESONS

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

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

www.kwm.com

1 May 2017

ASX Market Announcements Office 1-evel 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 initial substantial holder

We act for Hony Partners Group, LP. (Hony Pa�ners).

On behalf of Hony Partners, in accordance with section 671B of the Corporations Act 2001 (Cth), we attach a "Form 603 -Notice of initial substantial holder" in respect of Santos Limited.

The attached notice has also been provided to Santos Limited.

Yours faithfully

Pl� II Shaun McRobert

Partner

David Jewkes Senior Associate

Encl 1

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Na XereVitin 1979 603 GUIDE page 1/1 13 March 2000

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Santos Limited
ACN/ARSN	007 550 923
1. Details of substantial holder (1)
Name	ish a cambio cGreat Multitude Limited (Great Multitude), Well Honour Developments Limited (Well Honour), Hony Partners Group, L.P., HonyManaging Partners Limited, Exponential Fortune Group Limited and Mr John Zhao
ACN/ARSN (if applicable)	Not applicable
The holder became a substantial holder on	27/04/2017

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voling power (6)
Fully paid ordinary shares	261.734.518$\cdots$	261,734.518	12,56% based on2,082,911,041 fully paidordinary shares onissue

a program consideration of the box

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

$\mathcal{A}(t)$ , where $\mathcal{I}(\mathcal{G}^{\mathcal{A}})$

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Great Multitude	Legal and beneficial owner of ordinary sharesacquired pursuant to a special crossing and on-market	52,000,000 fully paid ordinary shares
Well Honour Developments Limited (WellHonour)	Controls the exercise of a power to dispose of theordinary shares and controls the exercise of the rightto vote attaching to the ordinary shares as theholding company of Great Multitude	52,000,000 fully paid ordinary shares公司 计现象类
Hony Partners Group, L.P.	Controls the exercise of a power to dispose of theordinary shares and controls the exercise of the rightto vote attaching to the ordinary shares as theultimate holding company of Great Multitude	52,000,000 fully paid ordinary shares.state products
Hony Managing Partners Limited	Controls the exercise of a power to dispose of theordinary shares and controls the exercise of the rightto vote attaching to the ordinary shares as thegeneral partner of Hony Partners Group, L.P.	52,000,000 fully paid ordinary shares
Exponential Fortune Group Limited	Controls the exercise of a power to dispose of theordinary shares and controls the exercise of the rightto vote attaching to the ordinary shares as thecontroller of Hony Managing Partners Limited	52,000,000 fully paid ordinary shares
Mr John Zhao	Deemed to have a relevant interest in the ordinaryshares pursuant to section 608(3)(a) of theCorporations Act	52,000,000 fully paid ordinary shares
United Faith Ventures Limited (UnitedFaith)	Legal and beneficial owner of ordinary shares andassociate pursuant to the Acting in ConcertAgreement dated 27 April 2017, a copy of which isattached as Annexure A (Acting in ConcertAgreement)	209,734,518 fully paid ordinary shares

31991706(7) asic form 603, notice of initial substantial holder

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Xinneng (Hong Kong) Energy InvestmentLimited	Controls the exercise of a power to dispose of theordinary shares and controls the exercise of the rightto vote attaching to 209.734.518 ordinary sharesheld by United Faith as the holding company ofUnited Faith and associate pursuant to the Acting inConcert Agreement	261.734.518 fully paid ordinary shares
	Controls the exercise of a power to dispose ofordinary shares and controls the exercise of the rightto vote attaching to 52,000,000 ordinary shares heldby Great Multitude pursuant to the Acting in ConcertAgreement
ENN Ecological Holdings Co., Ltd (ENN)	Controls the exercise of a power to dispose ofordinary shares and controls the exercise of the rightto vote attaching to 209.734,518 ordinary sharesheld by United Faith in Santos Limited as theultimate holding company of United Faith andassociate pursuant to the Acting in ConcertAgreement	261,734,518 fully paid ordinary shares
	Controls the exercise of a power to dispose ofordinary shares and controls the exercise of the rightto vote attaching to 52,000,000 ordinary shares heldby Great Multilude pursuant to the Acting in ConcertAgreement

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevantinterest	Reqistered holder ofsecurities	Person entitled to beregistered as holder (8)	Class and numberof securities
Great Multilude, Well Honour,Hony Partners Group, L.P., HonyManaging Partners Limited.Exponential Fortune GroupLimited. Mr John Zhao	Great Multitude	Great Multitude	52,000,000 fully paidordinary shares
United Faith, Xinneng (HongKong) Energy Investment Limited.ENN	United Faith	Uniled Faith	214 734,518 fully paidordinary shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder became a substantial holder becam in ang kap

Holder of relevant interest	Date of acquisition	Consideration (9)	Class and number ofsecurities
		Non-CashCash
Great Multitude, WellHonour, Hony PartnersGroup, L.P., HonyManaging Partners Limited.Exponential Fortune GroupLimited, Mr John Zhao	holder.	No shares acquired in the last four months prior to the day that the substantial holder became a substantial
United Failh, Xinneng(Hong Kong) EnergyInvestment Limited, ENN	holder.	No shares acquired in the last four months prior to the day that the substantial holder became a substantial

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Well Honour, Hony Partners Group, L.P.; Hony Managing Partners	These persons are associated by virtue of section 12(2) of the
Limited, Exponential Fortune Group Limited, Mr John Zhao	Corcorations Act 2001 (Cth)

.
United Faith, Xinneng (Hong Kong) Energy Investment Limited,ENNsay and the same to	These persons are associated by virtue of section 12(2)(b) or section12(2)(c) of the Corporations Act 2001 (Cth) by virtue of the Acting In
	Concert Agreement

versitet er 中央通信化(图)

7. Addresses

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

Name	Address
Great Mulfiludemar musika	Kingston Chambers, PO Box 173, Road Town, Tortola, British VirginIslands
Well Honour Developments Limited	Kingston Chambers, PO Box 173, Road Town, Tortola, British VirginIslands
Hony Partners Group, L.P.and Aust	P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, CaymanIslands
Hony Managing Partners LimitedKIND OF BUY	P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, CaymanIslands
Exponential Fortune Group Limited	P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, CaymanIslands
Mr John Zhao	c/- P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, CaymanIslands
United Faith	Suite 2701 Ore Exchange Square, Central, Hong Kong
Xinneng (Hong Kong) Energy Investment Limited	3101-04, Tower 1, Lippo Centre, 89 Queensway, Hong Kong.
ENNteritoria e solo da	No. 393 Hepingdong Road, Shijazhuang City, Hebel Province,People's Republic of China31.00

$\Delta$ -s $\Delta$ -s $\Delta$

DIRECTIONS

• $(1)$ 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 trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be 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 7 of the form.
• $\left( 2\right)$ 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,

version of

$\left( 4\right)$ The voling shares of a company constitute one class unless divided into separate classes.

$(5)$ The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

$(6)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

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include details of. $(7)$

any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document $(a)$ setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, schome or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

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any quallication 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 p (b)

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

• If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write "unknown". $\langle 8 \rangle$
• (9) 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 enfliled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a confingency. Details must be included of any benefit paid on behalf of the substandal holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

Annexure A - Acting in Concert Agreement

This is Annexure A of 12 pages referred to in Form 603 (notice of initial substantial holder)

The copy of the agreement attached is a true copy of the Acting in Concert Agreement, together with an English translation of the Acting in Concert Agreement of the Acting in Concert Agreement

7

Signed by Mr Lin Tun, Director of Great Multitude LimitedDated: 28 April 2017

一致行动协议

甲方: 新能(香港)能源投资有限公司

tats and train stringer construction were going as special and derivative special

住所: 香港皇后大道 89号力宝中心 1号大厦 3101-04

授权代表: 王玉锁

$\Delta \overline{\mathcal{D}}$ : Well Honour Development Limited

住所: Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.

负责人: 林暾, 陈丽

鉴于:

甲方控制的 United Faith 及乙方控制的 Great Multitude Limited 均 系 Santos Limited (以下称"Santos")之股东。其中甲方控制的 United Faith 持有 Santos 209,734,518 股股份, 乙方控制的 Great Multitude Limited 持有 Santos 52,000,000 股股份。基于战略投资之目的, 双方 同意双方及其控制的和/或关联主体作为一致行动人行使股东权利并 承担义务, 双方就一致行动事项达成协议如下:

1、双方同意, 在处理需要由 Santos 股东大会作出决议的事项或 行使其他股东权利时, 双方及其控制的和/或关联的主体均应采取一 致的意思表示和行动(以下称"一致行动")。

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2、采取一致行动的方式为:

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810/900'd

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(1) 提案的一致行动: 本协议一方和/或其控制的和/或关联的主 体拟向 Santos 股东大会、董事会提出议案时, 应当事先就该议案内 容与其他一方和/或其控制的和/或关联的主体讲行充分的沟通和交流, 并取得一致意见:

(2) 表决的一致行动: 本协议双方和/或其控制的和/或关联的主 体在 Santos 股东大会上行使表决权时保持一致:

(3)其他职权的一致行动; 双方和/或其控制的和/或关联的主体 行使其它股东职权(但不包括购买和出售、质押等处置股票的权利; 除受限于以下第6条者除外)时应保持一致行动:

(4)协议双方和/或其控制的和/或关联的主体若不能就一致行动 达成统一意见时, 按照本协议第3条规定执行。

3、双方同意,本协议有效期内,如果双方就本协议第2条所列 事项无法达成一致意见,乙方应当对甲方在3个王作日内作出授权, 使得甲方和/或其控制的或关联的主体可以行使乙方和/或其控制的或 关联的主体全部股东权利(但不包括购买和出售、质押等处置股票的 权利, 该等权利应受限于以下第6条的规定)。乙方及其控制的或关 联的主体认可该代为行使的权利后果。

4、双方同意,本协议有效期内,在股东大会召开会议表决时, 如一方和/或其控制的主体和/或关联的主体不能参加相关会议需要委 托其他方参加会议时,应委托本协议中的另一方或该方指定的有相应: 资格的主体代为投票表决(但须受限于委托一方所规定的任何代理投 票限制),且作为受托方的一方必须按照甲方和/或其控制的主体和/

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或关联的主体的意志行使表决权。

335、双方承诺,在本协议有效期内,未经本协议另一方同意,一 方和/或其控制的主体和/或关联的主体不单独与其他股东签署任何一 计可图的 计分析 致行动协议或作出类似安排。

6、乙方承诺, 未经甲方同意, 乙方和/或其控制的主体和/或关联 的主体于本协议签署之日起 12 个月 (以下称"限售期") 内不转让/ 卖出其直接或间接持有的 Santos 股份, 但乙方向受其控制的、控制 乙方的、或与乙方受共同控制的关联方转让/卖出的除外。

7、本协议有效期内,任何一方和/或其控制的和/或关联的主体买 入 Santos 股份的, 就该新购入股份行使股东权利时, 应按照本协议 一致行动。本协议有效期内, 任何一方和/或其控制的和/或关联的主 体窦出 Santos 股份的, 就剩余股份行使股东权利时, 应按照本协议 $\mathbb{R}^n$ , and $\mathbb{R}^n$ . In the $\mathcal{K}_n$ , and $\mathbb{R}^n$ , and $\mathbb{R}^n$ 一致行动。

8、本协议自签署之日起生效,有效期为24个月。在本协议的有 效期内,任何一方不得解除或撤销本协议确定的一致行动关系;本协 议所述与一致行动关系相关的所有条款均为不可撤销条款,如双方需 要修改本协议期限应签署书面补充协议。

9、本协议出现争议各方应通过友好协商解决, 若协商未能解决 时, 任何一方均有权将该争议提交北京仲裁委员会按照该会届时有效 的仲裁程序和规则在北京仲裁。仲裁裁决是终局的, 对双方均有约束 2010年1月1日,我们的人们的人民的人们的人们的人们的人们 力。"

10、本协议一式肆份, 双方各持贰份, 具有同等法律效力。

3

01/02/2011 09:01

(本贝无正文,为《一致行动协议》之乙方的签署页)

$ZJ$ : Well Honour Development Limited

授权代表 (签字):

$Z$ L.

$\overline{\mathbf{6}}$

月 年 $\overline{H}$

The English language version of this agreement is a translation of the Note: Chinese language version and is for reference only. The Chinese version of this agreement is the determinative text, and shall prevail if there is a conflict with the wording in this English version.

Acting in Concert Agreement

Party A: Xinneng (Hong Kong) Energy Investment Limited Domicile: 3101-04, Tower 1, Lippo Centre, 89 Queensway, Hong Kong. Authorized Representative: Wang Yusuo

Party B: Well Honour Development Limited Domicile: Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.

Person in Charge: Lin Tun, Chen Li

Whereas:

Party A-controlled United Faith and Party B-controlled Great Multitude Limited are both shareholders of Santos Limited (hereinafter referred to as "Santos"). United Faith holds 209,734,518 Santos shares and Great Multitude Limited holds 52,000,000 Santos shares. In consideration of the objective of making a strategic investment, the parties agree that both parties and their controlled entities and/or associated entities shall act in concert to exercise their shareholders' rights and perform their obligations. The parties agree to act in concert in relation to the following matters:

1. The parties agree that both parties and their controlled entities and/or associated entities shall manifest the same intent and act in concert (hereinafter referred to as "Concerted Action") in relation to matters that require a decision-making process at shareholder meetings of Santos and the exercise of other sharcholders' rights.

$\blacksquare$

01/02/50/11 08:04

1. The approaches to taking Concerted Action are:

$(1)$ Concerted Action in making proposals: any party to this agreement and/or its controlled entities and/or associated entities shall consult and communicate with the other party and/or its controlled entities and/or associated entities and reach consensus prior to submitting any proposals to shareholder meetings or the board of directors of Santos:

(2) Concerted Action in voting: Both parties and/or their controlled entities and/or associated entities shall act in concert when exercising their voting rights at shareholder meetings of Santos:

(3) Concerted Action in exercising and fulfilling other rights and obligations as shareholders: Both parties and/or their controlled entities and/or associated entities shall act in concert when exercising and fulfilling other rights and obligations as shareholders (excluding rights such as to purchase, sell and pledge shares, but except those rights subject to Clause 6 hereunder);

(4) If no consensus can be reached between the parties of this agreement and/or their controlled entities and/or associated entities in respect of Concerted Action, Clause 3 of this agreement shall apply.

1. Both parties agree that during the term of this agreement, if no consensus in respect of the matters as set out in Clause 2 can be reached between the parties, Party B shall enter into a power of attorney with the effect that Party A and/or its controlled entities and/or associated entities may exercise all shareholder rights on behalf of Party B and/or its controlled entities and/or associated entities within 3 business days (excluding rights such as to purchase, sell and pledge shares, which shall remain subject to Clause 6 hereunder). Also, Party B and/or its controlled entities and/or associated entities shall acknowledge the consequences as a result of such exercise of rights by Party A and/or its controlled entities and/or associated entities.

2. Both parties agree that during the term of this agreement, when a shareholder ineeting is called, if any party and/or its controlled entities and/or associated entities is not able to attend the relevant meeting and thus requires a proxy to attend such

2

meeting on its behalf, such party shall entrust the other party of this agreement or its designated qualified entities to exercise the voting rights (subject to any proxy restrictions as designated by the appointing party). Such appointed proxy must exercise the voting rights in accordance with the will of Party A and/or its controlled entities and/or associated entities.

1. Both parties undertake that during the term of this agreement, neither party and/or its controlled entities and/or associated entities shall by itself enter into any acting in concert agreement or make similar arrangements with other shareholders without the consent of the other party to this agreement.

2. Party B undertakes that it and/or its controlled entities and/or associated entities shall not transfer/sell its Santos shares, either directly or indirectly owned, within 12 months after the execution date of this agreement (hereinafter referred to as "Lock-in Period"), except if the transferee/vendee is an affiliate that is controlled by Party B, or controls Party B, or is under common control with Party B.

3. During the term of this agreement, either party and/or its controlled entities and/or associated entities shall, if acquiring any new shares in Santos, act in concert when exercising shareholder rights pursuant to this agreement in respect of any such newly acquired Santos shares. During the term of this agreement, if either party and/or its controlled entities and/or associated entities sell any Santos shares, then, in respect of any remaining shares, each party shall continue to act in concert pursuant to this agreement.

4. This agreement shall come into force on the date of execution and shall remain effective for a period of 24 months. During the term of this agreement, neither party shall terminate or revoke the act-in-concert relationship as agreed in this agreement. All clauses related to Concerted Action as set out under this agreement shall be irrevocable. A written supplemental agreement shall be executed, if the parties wish to amend the term of this agreement

5. Disputes arising from this agreement shall be settled through friendly consultation. If a dispute fails to be resolved by consultation, any party shall have the

3

80:05/2017 09:05

right to refer the dispute to the Beijing Arbitration Commission for arbitration in Beijing in accordance with the arbitral procedures and rules in force. The arbitral award is final and binding on both parties.

1. This agreement shall be executed in four copies, with two copies for each party and each copy shall have the same legal effect.

$\ddot{\mathbf{4}}$

The remainder of this page is intentionally left blank.

(No Text on this Page and only for Party A's Signature of this Acting in Concert Agreement.) es conservable de la componentation de $\sim 10^{11}$ and $\sim 10^{11}$ $\sim 10^{11}$ erg ( $\sim$ a and a summarily Many State

Party A: Xinneng (Hong Kong) Energy Investment Limited $\label{eq:1} \mathcal{L}{\mathcal{A}}(\mathbf{x}) = \sum{i=1}^n \mathcal{L}{\mathcal{A}}(\mathbf{x}) \mathcal{L}{\mathcal{A}}(\mathbf{x}) = \sum_{i=1}^n \mathcal{L}{\mathcal{A}}(\mathbf{x}) \mathcal{L}{\mathcal{A}}(\mathbf{x})$

Signature of Representative:

网络海洋加强海洋海滨加强海洋加拿大海洋

Date:

$\overline{\mathbf{5}}$

(No Text on this Page and only for Party B's Signature of this Acting in Concert Agreement.)

$\mathbf 6$

Party B: Well Honour Development Limited

Signature of Representative:

Date:

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