SANTOS LIMITED — Share Issue/Capital Change 2012

Jan 22, 2012

APPENDIX 3B

New issue announcement, application for quotation of additional securities and agreement

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.

Name of entity SANTOS LTD

ABN

80 007 550 923

ASX: STO

We (the entity) give ASX the following information.

Part 1 – All issues

• 1 Class of securities issued or to be issued

• 2 Number of securities issued or to be issued (if known) or maximum number which may be issued.

• 3 Principal terms of the securities (eg, if options, exercise price and expiry date; if partly paid securities, the amount outstanding and due dates for payment; if convertible securities, the conversion price and dates for conversion)

• 4 Do the securities rank equally in all respects from the date of allotment with an existing class of quoted securities?

If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 5 Issue price or consideration

• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

• 7 Dates of entering securities into uncertificated holdings or despatch of certificates

Appendix 3B 23.01.12

New issue announcement, application for quotation of additional securities and agreement

8 Number and class of all securities quoted on ASX (_including_the securities in clause 2 if applicable) 9 Number and class of all securities not quoted on ASX (including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	Class
	Number	Class

Part 2 – Bonus issue or pro rata issue NOT APPLICABLE

11	Is security holder approval required?
12	Is the issue renounceable or non-renounceable?
13	Ratio in which the securities will be offered
14	Class of securities to which the offer relates
15	Record date to determine entitlements
16	Will holdings on different registers (or
	subregisters) be aggregated for calculating
	entitlements?
17	Policy for deciding entitlements in relation to
	fractions
18	Names of countries in which the entity has
	security holders who will not be sent new issue
	documents
19	Closing date for receipt of acceptances or
	renunciations
20	Names of any underwriters
21	Amount of any underwriting fee or commission
22	Names of any brokers to the issue

New issue announcement, application for quotation of additional securities and agreement

23	Fee or commission payable to the broker to the
	issue
24	Amount of any handling fee payable to brokers
	who lodge acceptances or renunciations on
	behalf of security holders
25	If the issue is contingent on security holders’
	approval, the date of the meeting
26	Date entitlement and acceptance form and
	prospectus or Product Disclosure Statement will
	be sent to persons entitled
27	If the entity has issued options, and the terms
	entitle option holders to participate on exercise,
	the date on which notices will be sent to option
	holders
28	Date rights trading will begin (if applicable)
29	Date rights trading will end (if applicable)
30	How do security holders sell their entitlements_in_
	_full_through a broker?
31	How do security holders sell_part_of their
	entitlements through a broker and accept for the
	balance?
32	How do security holders dispose of their
	entitlements (except by sale through a broker)?
33	Despatch date

Part 3 – Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 (a) (b)	Type of securities (tick one) Securities described in Part 1  All other securities
	

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities.

New issue announcement, application for quotation of additional securities and agreement

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the securities are equity securities, the names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders

• 36 If the securities are equity securities, a distribution schedule of the additional securities setting out the number of holders in the categories

1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – and over

37 A copy of any trust deed for the additional securities

Entities that have ticked box 34(b)

38 Number of securities for which quotation is sought 39 Class of securities for which quotation is sought 40 Do the securities rank equally in all respects from the date of allotment with an existing class of quoted securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) 42 Number and class of all securities quoted on ASX (_including_the securities in clause 38)	602	602
	Fully paid ordinary shares
	Yes
	End of restriction period for 602 shares issued pursuant to the ShareMatch Plan
	Number	Class
	941,988,986	Fully paid ordinary shares

New issue announcement, application for quotation of additional securities and agreement

43 Number and class of all securities not quoted on ASX	Number	Class
	30,430 41,500 41,500 2,289,675 4,603,074 850,866 46,279 662,605 662,605 940,728	Fully paid ordinary shares issued pursuant to the Santos Employee Share Purchase Plan (SESPP) held by SESAP Pty Ltd as trustee for the benefit of eligible executives. Executive share plan ‘0’ shares of 25 cents each paid to 1 cent. Executive share plan ‘2’ shares of 25 cents each paid to 1 cent. Share Acquisition Rights issued pursuant to the Santos Employee Share Purchase Plan. Executive options issued pursuant to the Santos Executive Share Option Plan. Fully paid ordinary shares issued pursuant to the vesting of SARs. Fully paid ordinary shares issued pursuant to the Non- Executive Director Share Plan. Fully paid ordinary shares issued pursuant to the ShareMatch Plan. Share Acquisition Rights issued pursuant to the ShareMatch Plan. Fully paid ordinary shares issued pursuant to the ESG Employee Incentive Plan

New issue announcement, application for quotation of additional securities and agreement

Quotation Agreement

1. Quotation of our additional securities is in ASX’s absolute discretion. ASX may quote the securities on any conditions it decides.

2. We warrant the following to ASX.

3. The issue of the securities to be quoted complies with the law and is not for an illegal purpose.

4. There is no reason why those securities should not be granted quotation.

5. An offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act. Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty.

6. Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any securities to be quoted and that no-one has any right to return any securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the securities be quoted.

7. If we are a trust, we warrant that no person has the right to return the securities to be quoted under section 1019B of the Corporations Act at the time that we request that the securities be quoted.

8. We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

9. We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before quotation of the securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Secretary Print name: DAVID THUAN JIN LIM

Date: 23 January 2012