SANTOS LIMITED — Major Shareholding Notification 2017

Apr 30, 2017

Р. No. 1896 $\overline{\phantom{0}}$

DLA Piper Australia Level 9 480 Queen Street Brisbane QLD 4000 PO Box 7804 Brisbane OLD 4001 Australia DX 289 Brisbane T +61 7 3246 4000 F +61 7 3246 4077 W www.dlapiper.com

ASX Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Our reference KJM/KJM/373414/2

AUM/1215385634.1

1 May 2017

By Fax Only: 1300 135 638

Dear Sir/Madam

FOR IMMEDIATE RELEASE TO THE MARKET

Santos Limited - Notice of change of interests of substantial holder

We act for ENN Ecological Holdings Co., Ltd (ENN Ecological Holdings).

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

The attached notice has also been provided to Santos Limited.

Yours sincerely

$b\mathfrak{h}$ LYNDON MASTER Partner DLA PIPER AUSTRALIA

Direct +61732464007

Lyndon.Masters@dlapiper.com

Enc

cc: Santos Limited Ground Floor Santos Centre 60 Flinders Street ADELAIDE SA 5000 Fax: (08) 8116 5050 ATTN: The Company Secretary

DLA Piper Australia la part of DLA Piper, a global law (irm, operating through various separate and distinct legal

A list of offices and regulatory Information can be tound at www.dlapiper.com

Form 604 Corporations Act 2001 Section 671B
All Arrest	Notice of change of interests of substantial holder
To Company Name/Scheme	Santos Limited
ACN/ARSN	007 550 923
Details of substantial holder (1)
Name	ENN Ecological Holdings Co., Ltd (and its controlled bodies corporate listed in Annexure 'A') (ENN Ecological Entities)
ACN/ARSN (if applicable)	Not applicable
There was a change in the interests of the substantial holder on The previous notice was given to the company on The previous notice was doted	27/04/2017 02/05/2016 28/04/2016

1. Previous and present voting power

The total number of votes etteched to all the voting shares in the company or voting interests in the scheme that the substantial holder or an essociate (2) had a relevant interest (3) in when lest required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

i dal in antiche addesse di contenut ette concernati	Previous notice		- 11 Present notice
Class of securities (4)	Person's voles	Voling power (5)	Person's votes .	Voting power (5)
Fully paid ordinary shares	209,734,518 fully paid lordinary shares	11.02%	266,734,518 fully paid ordinary shares	12.81% based on 2,082,011,041 fully paid ordinary shares lan Issùe. and the con-

3. Changes in relevant interests

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Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows: $\sim 10^{11}$ km s $^{-1}$ الأست

edence that this air, then Date of change filmpiran	Person whose relevant interest changed	Nature of change (6)	Consideration aiven in relation to change (7)	Class and number of securities affected	Person't votes effected
See Annexure Bilnternational	ENN Group Investment Limited	Acquired by ENN Group International Investment Limited in on-market ASA trades. ENN Ecological Holdings Co., Ltd is See Annexure D lan associate of ENN Group Intamational Investment Limited bursuani lo sections 12(2)(b) and 12(2)(c) of the Corporations Act.		5,000,000	5,000,000
27/04/2017	Xinneng (Hong Kong) Energy Investment Limited	Xinneng (Hong Kong) Energy Investment Limited has a relevant interest in the shares as it controls the exercise of a power to dispose of, and controls the exercise of the nghi io vole ellaching to, me 52,000,000 ordinary shores held by Great Multitude Limited, pursuant to the Acting in Concert Agreement Isttached as Annexure C.	See Annexura C	52.000,000	52.000.000

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ENN Ecological 127/04/2017 Holdings Co., Limited	ENN Ecological Holdings Limited thas a relevant interest in the shares. jas it controls Xinneng (Hong Kong). Energy Investment Limited which controls the exercise of a power to dispose of, and controls the exercise See Annexure C. of the right to vote attaching to, the 52,000,000 ordinary shares held by Great Mullitude Limited, pursuant to the Acting in Concert Agreement lattached às Annexure C.		52,000,000	152,000,000
---------------------------------------------------------------	----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	--	------------	-------------

4. Present relevant interests

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

Holder of	Registered	Person entitled	Nature of	Class and	Person's voles
relevant	holder of	to be registered	relevant	number of
interest	securities	as holder (8)	interest (6)	securities
ENN Ecological Holdings Co., Ltd and its controlled United Faith Ventures bodies corporate listed in Limited 'A' lAnnexure		IUnited Faith Ventures Limited	Relevant Interest lpursuant to section $ 608(3)(b)$ of the Corporations Act In respect of shares held by United Faith lVentures Limited	266,734,518 fully paid ordinary Ishares	266.734.518

5. Changes in association

The persons who have become associates (2) of, ceased to be associales of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

(if ACN/ARSN Name and applicable)	Nature of association
Ecological Holdings Co., Ltd. IENN Kinneng Kong) (Hong Energy linvesiment Limited. Multitude Great Well Honour Developments Limiled. Limited, Hony Partners Group, L.P., Partners Limited. Managing lHony. Exponential Fortune Group Limited and lMr John Zhao	[ENN Ecological Holdings Co., Ltd, Xinneng (Hong Kong) Energy Investment Limited, Great Multilude Limiled, Well Honour Developments Limited, Hong Partners Group, L.P., Hony Managing Partners Limited. Exponential Fortune Group Limited and Mr John Zhao, are lassociates in respect of Santos Limited as ENN Ecological Holdings Co., Ltd and Xinneng (Hong Kong) Energy Investment Limited control the exercise of a power to dispose of, and control the exercise of the right to vote attaching to, the 52,000,000 ordinary shares held by Great Multitude Limited pursuant to the Acting In Concert Agreement attached as Annexure C.
International IENN Graup Invesiment Limiləd	IENN Ecological Holdings Limited and ENN Group International Investment Limited are associates in respect of Santos Limited pursuant to section 12(2)(b) and 12(2)(c) of the Comorations Act

6. Addresses

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

Name	Address
ENN Ecological Holdings Co., Ltd.	No 393 Hepingdong Road, Shijiazhuang City, Hebei Province, People's Republic of China
ENN Ecological Entities	lSee Annexure 'A'
ENN Group International Investment Limited	(Pasea Estate, Road Town, Tortola, British Virgin Islands)
Hony Partners Group	(P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
İGreat Multitude Limited
Well Honour Developments Limiled	Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands
Hony Partners Group, L.P.
Hony Managing Partners Limited	(P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
Exponential Fortune Group Limited
lMr John Zhao	c/o P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands

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Signature
			print name Mr YU, Jianchao				capacity	Director and Vice President of ENN Ecological Holdings Co. Ltd
		sign here				dále		26/04/2017
				DIRECTIONS
71).		cloarly eet out in paragraph 6 of the form.						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 annextire 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
(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.
(4)		The voting shares of a company constitute one class unless divided into separate classes.
(5)		The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6)		Include details of:
	(a)							any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting put the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, schame or arrangement, must eccompany this form, together with a written statement certifying this contract, scheme or arrangement, and
	(b)				securities to which the relavant interest relates (indicating clearly the particular securities to which the qualification applies).			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
		See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(T)		become entitled to receive in relation to the facquisition. Details must be included even if the benefit is conditional on the happening or not of a are not paid directly to the person from whom the relevant interest was acquired.						Delails of the consideration must include any and all benefits, money and other, that any parson from whom a relevent interest was acquired has, or may, contingency. Details must be included on any penetit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they
$\left( \theta \right)$		If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of en option) write "unknown".

Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

$\sim$

Annexure A

This is Annexure A of 1 page referred to in Form 604 (notice of change of interests of substantial holder).

ENN Ecological Entities

	Company number	Address	Place of Incorporation
Entity Name	152700400000525	Dalad Town. Wangaizhao	Republic ۵f People's
Inner Mongolia Xinweiyuan Biological		Banner, Erdos, Inner Mongolla	China
Chemical Co Ltd	340313000002520	West of Caozhuishan Road,	Republic of. People's
Xinneng (Bengbu) Energy Co., Ltd		Bengbu City, PRC	China
	130283000044686	Qianan North Steel Logistics	of Republic Poople's
ENN Qianan Clean Energy Co., Ltd		Industry Gathering Area, Olanan	China
		City, PRC
	91130193074851828L	Road, No. 6 Huegongzhong	of Republic People's
Hebei Veyong Blochemical Pesticide		Park. industrial Cycle	China
Co. Ltd		Hebel City. Shijiazhuang
		Province, PRC
	130000000024767	No. 68 Ganjiang Road, Economic	र्न Republic People's
Heibei Veyong Animal Pharmaceutical		and Technological Development	China
Co., Ltd.		Zone, Shijiazhuang City, Hebel
		Province, PRC
Xinneng (Zhangjiagang) Energy Co., Ltd	320592400002900	No. 25 Beijing Road, Yangtze	Republic of People's
		International Chemical River	China
		Industry Park, Jiangsu Province,
		PRC	оÌ Republic
ENN Xinneng Trade Co., Ltd	91120118MA05J6132G	No. 601 Luayang Road, Tianjin	People's China
		Port Area of China (Tianjin) Pilot
		Free Trade Zone ( 650, Unit 2, Area 7, Haifeng Logistics Park
		Zone) Ejin Horo Banner, Erdos, Inner	न People's Republic
Xinneng Mines Co., Ltd.	150000000001931	Mongolia	China
	110302007372419	Room 212, 2F, Area 1, Block B,	र्न Republic People's
ENN Xinneng (Beijing) Technology Co.,		No. 12 Hongdabel Road, Beijing	China
Lid		Economic and Technological
		Development Zone, Beijing, PRC
Xinneng Kuangye (Hong Kong) Energy	2128617	3101-3104, 31F, Lippo Center,	Hong Kong
Investment Limited		NO. 89 Queens Road, Hong
		Kona	र्ज Republic People's
Inner Mongolia Xinneng Mines Co., Ltd	911506020578089593	Ejin Horo Benner, Erdos, Inner	China
		Mongolia Banner, Party school, Dalad	$\overline{\mathsf{d}}$ Republic People's
Xinneng Energy Co., Ltd	152700400000040	Erdos, Inner Mongolia	China
	131001000001367	Langlang Development Zone,	$\overline{\text{of}}$ Republic People's
Xindi Energy Engineering Technology		Langfang City, PRC	China
.Co. Ltd	140000400019130	Jiafeng Town, Qinshui County,	äf Republic People's
ENN Qinshuixinao Gas Co., Ltd		Shanxi Province, PRC	China
		Exchange One 2701 Sulte	British Virgin Islands
United Faith Ventures Limited		Square, Central, Hong Kong
Xinneng (Hong Kong) Energy Investment		3101-3104, 31F, Lippo Center,	Hong Kong
Limited		NO. 89 Queens Road, Hong
		Kong

Signed by Mr YU, Jianchao, Director and Vice President of ENN Ecological Holdings Co., Ltd.

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Dated: 28/04/2017

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1. May. 2017 9:12 DLA PIPER

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Annexure B

This is Annexure B of 1 page referred to in Form 604 (notice of change of interests of substantial holder). Acquisitions of Santos Shares by ENN Group International Investment Limited

Date of acquisition	Consideration (9)	number αf and Class Becurities
	Cash	Non-Cash
27/07/2010	A\$2.290.200 (being approximately A\$4,5804 per share)	NII	500,000 fully paid ordinary Sheres
26/07/2016	A\$2,242,150 (being approximately AS4 4843 per share)	Ńil	500,000 fully paid ordinary shares
29/07/2016	AS2,188,900 (being approximately A\$4.3778 par share)	Ņή	500,000 fully paid ordinary shares
$100 - 100$ 02/08/2016	A64,296,200 (being approximately A\$4.298 per share)	Nil	paid fully 1,000,000 ordinary eneros
25/08/2016	A\$2,231,200 (being approximately A\$4:4624 per share)	Nil	500,000 fully paid ordinary shares
29/08/2016	A\$4,456,600 (being approximately A\$4.456 per share)	Nil	paid fully 1,000.000 ordinary ehares
01/09/2016	A\$4,333,500 (being approximately A\$4.333 per share)	ΝiΙ	pald fully 1,000,000 ordinary shares

$\frac{1}{2} \left( \frac{1}{2} \right) \left( \frac{1}{2} \right)$ , $\frac{1}{2} \left( \frac{1}{2} \right)$

Signed by Signed by Mr YU, Jianghab, Director and Vice President of ENN Ecological Holdings Co., Ltd

Dated: 28/04/2017

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Annexure C

This is Annexure C of 12 pages referred to in Form 604 (notice of change of interests of 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.

Signed by Signed by Mr YU, Jianches, Birector and Vice President of ENN Ecological Holdings Co., Ltd Dated: 28/04/2017

一致行动协议

甲方: 新能(香港)能源投资有限公司 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

$\angle \overline{\Delta}$ $\overline{\overline{J}}$ : 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")。

2、采取一致行动的方式为:

(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, 桉照本协议第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 个工作日内作出授权, 使得甲方和/或其控制的和/或关联的主体可以行使乙方和/或其控制 的和/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 制的和/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/ 或关联的主体的意志行使表决权。

5、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

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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 体卖出 Santos 股份的,就剩余股份行使股东权利时,应按照本协议 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 力。

10、本协议一式肆份,双方各持贰份,具有同等法律效力。 (以下无正文)

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(本页无正文,为《一致行动协议》之甲方的签署页)

2017年4月27日

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(本页无正文,为《一致行动协议》之乙方的签署页)

乙方: Well Honour Development Limited

授权代表(签字):

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2017年4月27日

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Note: The English language version of this agreement is a translation of the 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 shareholders' rights.

2. 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 meeting is called to vote on matters, 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 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.

3. 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.

4. 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.

5. During the term of this agreement, either party and/or its controlled entities and/or associated entities shall, if acquiring any 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.

6. 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

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

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

The remainder of this page is intentionally left blank.

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

Party A: Xinneng (Hong Kong) Energy Investment Limited

Signature of Representative:

Date: 27 April 2017

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

Party B: Well Honour Development Limited

Signature of Representative:

Date: 27 April 2017