SANTOS LIMITED — Share Issue/Capital Change 2015

Nov 8, 2015

Appendix 3B New issue announcement

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

ABN

80 007 550 923

ASX: STO

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.
2	Number of securities issued or to be issued (if	38,607
	known) or maximum number which may be
	issued
3	Principal terms of the securities (eg. if options,	Consistent with all other shares on issue.
	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	Yes, the new shares rank equally in all
	from the issue date with an existing class of	respects with other fully paid ordinary shares.
	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

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	5Issue price or consideration6Purpose of the issue(If issued as consideration for the acquisition ofassets, clearly identify those assets)	5Issue price or consideration6Purpose of the issue(If issued as consideration for the acquisition ofassets, clearly identify those assets)	Nil	Nil
			Issue of shares on the vesting of ShareAcquisition Rights issued pursuant to theShareMatch Plan.
	6aIs the entity an eligiblesecurity holder approvIf Yes, complete sectiothe securities the subjand comply with sectio6bThe date the securityrule 7.1A was passed6cNumber of securities iholder approval under6dNumber of securities iapproval under rule 7.6eNumber of securities iapproval under rule 7.security holder approvmeeting)	entity that has obtainedal under rule 7.1A?ns 6b – 6h_in relation to_ect of this Appendix 3B,n 6iholder resolution under ssued without securityrule 7.1ssued with security holder1Assued with security holder3, or another specifical (specify date of
	6fNumber of securities issued under an exceptionin rule 7.2
	6If riti id n	r rl 71A w i
	gsecues ssue uprice at least 75% of 1	e ue ., as ssue5 day VWAP as
	calculated under ruledate and both values.VWAP calculation.6hIf securities were issunon-cash consideratiovaluation of consideraMarket Announcemen6iCalculate the entity’s runder rule 7.1 and ruleAnnexure 1 and releaAnnouncements7Issue DatesNote: The issue date may bdefinition of issue date in ruissue date for a pro rata entthe applicable timetable in ACross reference: item 33 of	7.1A.3? Include the issueInclude the source of theed under rule 7.1A forn, state date on whichtion was released to ASXtsemaining issue capacity7.1A – completese to ASX Markete prescribed by ASX (refer to thele 19.12). For example, theitlement issue must comply withppendix 7A.Appendix 3B.
			9 November 2015

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

**Number **	Class
Refer to clause 42
**Number **	Class
Refer to clause 43
Rank equally with existing fully paid ordinaryshares.

Part 2 – Bonus issue or pro rata issue

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
	Note: Security holders must be told how their entitlements
	are to be dealt with.
	Cross reference : Rule 7.7
19	Closing date for receipt of acceptances or
	renunciations
20	Names of any underwriters

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21	Amount of any underwriting fee or commission
22	Names of any brokers to the issue
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 offer
	documents 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	Issue date

Part 3 – Quotation of securities

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

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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 47,507 sought

• 39 Class of securities for which quotation is Fully paid ordinary shares. sought

• 40 Yes

• 40 Do the securities rank equally in all respects from the issue date 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 End of restriction period for 47,507 fully paid ordinary shares issued pursuant to the vesting Example: In the case of restricted securities, end of of Share Acquisition Rights (SARs). restriction period (if issued upon conversion of another security, clearly identify that other security)

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	**Number **	Class
	1,037,778,768	Fully paid ordinary shares.
	**Number **	Class
	12,50012,5008,251,5103,922,588512,59419,775Nil1,635,64410,321110,99419,395	Executive share plan ‘0’ sharesof 25 cents each paid to 1 cent.Executive share plan ‘2’ sharesof 25 cents each paid to 1 cent.Share Acquisition Rights issuedpursuant to the SantosEmployee Equity Incentive Plan(SEEIP).Executive options issuedpursuant to the SantosExecutive Share Option Plan.Fully paid ordinary sharesissued pursuant to the vesting ofSARs.Fully paid ordinary sharesissued pursuant to the Non-Executive Director Share Plan.Fully paid ordinary sharesissued pursuant to theShareMatch Plan.Share Acquisition Rights issuedpursuant to the ShareMatchPlan.Fully paid ordinary sharesissued pursuant to the ESGEmployee Incentive Plan.Fully paid ordinary sharesissued pursuant to the vesting ofShareMatch.Fully paid ordinary sharesissued pursuant to the vesting of**SARs. **

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

• 43 Number and class of all securities not quoted on ASX

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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.

1. We will indemnify the 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.

2. 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 this information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 9 November 2015 Company Secretary Print name: DAVID THUAN JIN LIM

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