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SANTOS LIMITED Capital/Financing Update 2011

Jan 4, 2011

65872_rns_2011-01-04_d7236d7e-5e48-4f62-a008-6d459c9cf5bc.pdf

Capital/Financing Update

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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

ASX: STO

80 007 550 923

We (the entity) give ASX the following information.

Part 1 – All issues

1 Class of securities issued or to be issued Fully paid ordinary shares granted pursuantto the ShareMatch Plan (SHAREMATCH)Rules.Share Acquisition Rights (SARs) granted
pursuant to the SHAREMATCH Rules.
2 Number of securities issued or to be issued (ifknown) or maximum number which may be 307,552 fully paid ordinary shares pursuantto SHAREMATCH.
issued. 307,552 SARs pursuant to SHAREMATCH,each being a conditional entitlement toreceive 1 fully paid ordinary share in thecapital of the Company, subject to thesatisfaction of service conditions.
3 Principal terms of the securities (eg, if options,exercise price and expiry date; if partly paidsecurities, the amount outstanding and duedates for payment; if convertible securities, theconversion price and dates for conversion) As to the fully paid ordinary shares grantedpursuant to SHAREMATCH, see Section 1 ofAnnexure.As to service conditions SARs pursuant toSHAREMATCH, see Section 2 of Annexure.
4 Do the securities rank equally in all respectsfrom the date of allotment with an existing classof quoted securities? Fully paid ordinary shares: the new sharesrank equally in all respects with other fullypaid ordinary shares.
If the additional securities do not rank equally,please state:•the date from which they do•the extent to which they participate for thenext dividend, (in the case of a trust,distribution) or interest payment•the extent to which they do not rankequally, other than in relation to the nextdividend, distribution or interest payment SARS: shares allocated on vesting of SARswill rank equally with other fully paidordinary shares.

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

5 Issue price or consideration Fully paid ordinary shares: $13.1974.
SARs: issued at no cost upon grant.
6 Purpose of the issue(If issued as consideration for the acquisition ofassets, clearly identify those assets) offer. Issue of equity pursuant to SHAREMATCH inaccordance with a general employee equity
7 Dates of entering securities into uncertificatedholdings or despatch of certificates 4 January 2011
8 Number and class of all securities quoted onASX (including the securities in clause 2 ifapplicable) 874,177,027 Fully paid ordinary shares
9 Number and class of all securities not quoted onASX (including the securities in clause 2 ifapplicable) Number35,725 ClassFully paid ordinary sharesissued pursuant to theSantos Employee SharePurchase Plan (SESPP) heldby SESAP Pty Ltd as trusteefor the benefit of eligibleexecutives.
41,500 Executive share plan '0'shares of 25 cents each paidto 1 cent.
41,500 Executive share plan '2'shares of 25 cents each paidto 1 cent.
1,952,896 Share Acquisition Rightsissued pursuant to theSantos Employee SharePurchase Plan.
4,895,310 Executive options issuedpursuant to the SantosExecutive Share OptionPlan.
814,624 Fully paid ordinary sharesissued pursuant to thevesting of SARs.
46,279 Fully paid ordinary sharesissued pursuant to the NonExecutive Director SharePlan.
307,552 Fully paid ordinary sharesissued pursuant to theShareMatch Plan.
307,552 Share Acquisition Rightsissued pursuant to theShareMatch Plan.

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

Fully paid ordinary shares: rank equally with other fully paid ordinary shares.

SARs: if the relevant service conditions are satisfied the SARs vest and ordinary shares in the Company will be allocated and will thereafter rank equally with other fully paid ordinary shares.

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 (orsubregisters) be aggregated for calculatingentitlements?
17 Policy for deciding entitlements in relation tofractions
18 Names of countries in which the entity hassecurity holders who will not be sent new issuedocuments
19 Closing date for receipt of acceptances orrenunciations
20 Names of any underwriters
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 theissue
24 Amount of any handling fee payable to brokerswho lodge acceptances or renunciations onbehalf of security holders
25 If the issue is contingent on security holders'approval, the date of the meeting
26 Date entitlement and acceptance form andprospectus or Product Disclosure Statement willbe sent to persons entitled

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

27 If the entity has issued options, and the termsentitle option holders to participate on exercise,the date on which notices will be sent to optionholders
28 Date rights trading will begin (if applicable)
29 Date rights trading will end (if applicable)
30 How do security holders sell their entitlements infull through a broker?
31 How do security holders sell part of theirentitlements through a broker and accept for thebalance?
32 How do security holders dispose of theirentitlements (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 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 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)

Number Class

43 Number and class of all securities not quoted on ASX

Number Class

Quotation Agreement

    1. Quotation of our additional securities is in ASX's absolute discretion. ASX may quote the securities on any conditions it decides.
    1. 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 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.
    1. 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: Date: 5 January 2011

Secretary

Print name: DAVID THUAN JIN LIM

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

ANNEXURE

SECTION 1

Fully paid ordinary shares granted pursuant to SHAREMATCH Rules

Issue price $13.1974
Principal terms Consistent with all other shares on issue, except that the shares aresubject to further restrictions on dealing on the earlier of theemployee's cessation of employment or a nominated period of anyof 2.5, 3.5 or 4.5 years from date of issue. Shares are not subject toforfeiture. Following the applicable date, subject to compliance withthe Company's Securities Trading Policy, the shares will not besubject to any restrictions on dealing.

SECTION 2

SHAREMATCH SARs

Issue Price Nil
Principal terms The SARs are subject to a 2.5 year continuous service conditionstarting on 4 January 2011 and ending on 3 July 2013.
Shares allocated on the vesting of SARs will be restricted until anominated period ending 4 July 2013, 6 July 2015 or 4 July 2017.Following the applicable date, subject to compliance with theCompany's Securities Trading Policy, the shares will not be subjectto any restrictions on dealing.

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