SANTOS LIMITED — Share Issue/Capital Change 2015

Dec 9, 2015

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Santos Limited (Santos)

ABN

80 007 550 923

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued

Fully paid ordinary shares (Shares)

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 654,198,741 Shares (Entitlement Offer Shares) pursuant to a fully underwritten pro-rata accelerated renounceable entitlement offer as detailed in the announcement dated Monday, 9 November 2015 (Entitlement Offer). This total comprises 300,957,754 Shares issued under the institutional component of the Entitlement Offer and 353,240,987 Shares issued under the retail component of the Entitlement Offer. Santos also issued 73,529,412 Shares (Placement Shares) pursuant to a placement as detailed in the announcement dated Monday, 9 November 2015 (Placement). This Appendix 3B updates the approximate number of Shares to be issued under the Entitlement Offer as detailed in the Appendix 3B issued on Monday, 9 November 2015.

+ See chapter 19 for defined terms.

3	Principaltermsofthe+securities(e.g.ifoptions,exercise price and expiry date; if+securities,partlypaidtheamount outstanding and due	Fully paid ordinary shares
	datesforpayment;if
	+convertiblesecurities,theconversion price and dates forconversion)
4	Do the +securities rank equallyin all respects from the +issuedate with an existing +class ofquoted +securities?	Fromtheirrespectiveissuedates,theEntitlement Offer Shares andthe PlacementShares will rank equally in all respects with theexisting fully paid ordinary shares in Santos.
	If the additional +securities donot rank equally, please state:•the date from which they do•the extent to which theyparticipateforthenextdividend, (in the case of atrust,distribution)orinterest payment•the extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment
5	Issue price or consideration	$3.85 per Entitlement Offer Share
		$6.80 per Placement Share
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	The net proceeds of the Entitlement Offer andPlacement will be used for general corporatepurposes, including the repayment of debt.
6a	Is the entity an +eligible entitythathasobtainedsecurityholder approval under rule 7.1A?	N/A
	If Yes, complete sections 6b – 6h
	in relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i

+ See chapter 19 for defined terms.

• 6b The date the security holder resolution under rule 7.1A was passed
• 6c Number of +securities issued without security holder approval under rule 7.1
• 6d Number of +securities issued with security holder approval under rule 7.1A
• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of +securities issued under an exception in rule 7.2
• 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.
• 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

+ See chapter 19 for defined terms.

Appendix 3B.

7	+Issue dates	Theissuedateundertheinstitutional
	Note: The issue date may beprescribed by ASX (refer to thedefinition of issue date in rule19.12).For example, the issue	component of the Entitlement Offer was Friday,20 November 2015. The issue date under theretail component of the Entitlement Offer isThursday, 10 December 2015.
	date for a pro rata entitlementissue must comply with theapplicabletimetableinAppendix 7A.	TheissuedateunderthePlacementwasTuesday, 10 November 2015.
	Crossreference:item33of

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

9	+classNumberandofall
	+securities not quoted on ASX
	+securities(includingthein
	section 2 if applicable)

+Class
Fullypaidordinaryshares

Number	+Class
12,500	Executive share plan '0'shares of 25 cents eachpaid to 1 cent.
12,500	Executive share plan '2'shares of 25 cents eachpaid to 1 cent.
8,026,535	Share AcquisitionRights issued pursuantto the SantosEmployee EquityIncentive Plan (SEEIP).
3,922,588	Executive optionsissued pursuant to theSantos Executive ShareOption Plan.
500,554	Fully paid ordinaryshares issued pursuantto the vesting of SARs.
19,775	Fully paid ordinaryshares issued pursuantto the Non-ExecutiveDirector Share Plan.
Nil	Fully paid ordinaryshares issued pursuant

+ See chapter 19 for defined terms.

	to the ShareMatchPlan.
1,610,302	Share AcquisitionRights issued pursuantto the ShareMatchPlan.
NIL	Fully paid ordinaryshares issued pursuantto the ESG EmployeeIncentive Plan.
106,882	Fully paid ordinaryshares issued pursuantto the vesting ofShareMatch.
19,395	Fully paid ordinaryshares issued pursuantto the vesting of SARs.

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Same dividend entitlements as apply to existing ordinary shares in Santos.

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?	No
12	Is the issue renounceable or nonrenounceable?	Renounceable
13	Ratio in which the +securitieswill be offered	1newShares for every 1.7existing ordinaryshares in Santos held at the record date
14	+Class of +securities to which theoffer relates	Fully paid ordinary shares
15	+Recorddatetodetermineentitlements	7:00pm(Sydneytime)onThursday,12November 2015
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	No

+ See chapter 19 for defined terms.

17	Policy for deciding entitlementsin relation to fractions	Any fractions arising in the calculation ofentitlements were rounded up to the nearestwhole number of new Shares.
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.	FortheinstitutionalcomponentoftheEntitlement Offer, all countries other thanAustralia, British Virgin Islands, Canada (BritishColumbia,OntarioandQuebec),China,Belgium,Denmark,Germany,Luxembourg,Netherlands, France, Hong Kong, Ireland, Italy,Japan, Korea, Malaysia, New Zealand, Norway,Singapore, South Africa, Sweden, Switzerland,UAE (excluding Dubai International FinancialCentre), United Kingdom, United States, andany other jurisdictions agreed by Santos and theLead Manager.For the retail component of the EntitlementOffer, all countries other than Australia andNew Zealand.Such shareholders have been sent a letter inrelation to the Entitlement Offer for theirinformation only.
19	Closingdateforreceiptofacceptances or renunciations	The institutional component of the EntitlementOffer closed on Tuesday, 10 November 2015.The retail component of the Entitlement Offerclosed at 5:00pm (Sydney time) on Monday, 30November 2015.
20	Names of any underwriters	Deutsche Bank AG, Sydney Branch (DeutscheBank), Citigroup Global Markets Australia PtyLimited and UBS AG, Australia Branch

+ See chapter 19 for defined terms.

21	Amount of any underwriting feeor commission	Santos haspaid, oragreed to pay,each ofDeutscheBank,CitigroupGlobalMarketsAustralia Pty Limited and UBS AG, AustraliaBranch(aslead managers, underwritersandbookrunners) one third of each of the followingfees:(A)inrelationtotheinstitutionalcomponentoftheEntitlementOffer,anunderwriting fee of 1.4% of the institutionalofferproceeds(excludingGST)andamanagement and arranging fee of 0.25% of theinstitutional offer proceeds (excluding GST) lesstheproceedsreceivedpursuanttothePlacement (both payable on the institutionaloffer settlement date); and (B) in relation to theretail component of the Entitlement Offer, anunderwriting fee of 1.4% and a managementandselling fee of 0.25%of the retail offerproceeds (excluding GST) (payable on the retailoffer settlement date).In addition, Deutsche Bank will receiveastructuring fee of 0.15% (excluding GST) of thegross subscription monies raised under theEntitlement Offer.Inaddition,Santosmay,initsabsolutediscretion, consider paying the underwriters inaggregate an incentive fee of up to 0.10% of thegross subscription monies raised under theEntitlement Offer.
22	Names of any brokers to theissue	N/A
23	Fee or commission payable tothe broker to the issue	N/A
24	Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations on	0.75% with a minimum of $50 and maximum of$250 per security holder.

25 If the issue is contingent on security holders' approval, the date of the meeting

behalf of security holders

N/A

+ See chapter 19 for defined terms.

26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	No prospectus or product disclosure statementwasprepared. An investor presentation wasprovided to the ASX with theAppendix 3Bissued on Monday, 9 November 2015.A Retail Offer Booklet (which was provided tothe ASX on Friday, 13 November 2015)andEntitlement and Acceptance Form were sent toeligible retail shareholders on Wednesday, 18November 2015.
27	If the entity has issued options,and the terms entitle optionholderstoparticipateon	N/A
	exercise,thedateonwhichnotices will be sent to optionholders
28	Date rights trading will begin (ifapplicable)	No longer applicable – Entitlement Offer hasclosed.
29	Date rights trading will end (ifapplicable)	No longer applicable – Entitlement Offer hasclosed.
30	How do security holders selltheir entitlements in full througha broker?	No longer applicable – Entitlement Offer hasclosed.
31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?	No longer applicable – Entitlement Offer hasclosed.
32	How do security holders disposeof their entitlements (except bysale through a broker)?	No longer applicable – Entitlement Offer hasclosed.
33	+Issuedate	The issue date under the Placement wasTuesday, 10 November 2015.
		Theissuedateundertheinstitutionalcomponent of the Entitlement Offer was Friday,20 November 2015.
		The issue date under the retail component ofthe Entitlement Offer is Thursday, 10 December2015.

Part 3 - Quotation of securities

+ See chapter 19 for defined terms.

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

• 34 Type of +securities (tick one)
• (a) +Securities described in Part 1

(b) 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

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 theadditional +securities, and the number and percentage of additional +securitiesheld 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 categories1 - 1,0001,001 - 5,0005,001 - 10,00010,001 - 100,000100,001 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 whichN/A+quotation is sought
39	+Class of +securities for whichN/Aquotation is sought

+ See chapter 19 for defined terms.

40	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?	N/A
	If the additional +securities do
	not rank equally, please state:•the date from which they do
	•theextenttowhichthey
	participateforthenext
	dividend, (in the case of a
	trust, distribution) or interest
	payment
	•the extent to which they do
	not rank equally, other than inrelation to the next dividend,
	distributionorinterest
	payment
41	Reason for request for quotationnow	N/A
	Example: In the case of restricted securities, end

(if issued upon conversion of another +security, clearly identify that other +security)

of restriction period

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

Number	+Class
N/A	N/A

+ See chapter 19 for defined terms.

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.
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • 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

• 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.
• 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.
• 3 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.
• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we 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:	Date: 10 December2015
	(Company secretary)

Print name: David Lim

== == == == ==

+ See chapter 19 for defined terms.