Santos Ltd A.B.N. 80 007 550 923 Santos House Level 29 91 King William Street Adelaide South Australia 5000 GPO Box 2455 Adelaide South Australia 5001 08 8218 5138 Telephone: 08 8218 5633 Facsimite:

Facsimile

To:	Company Announcements Office Australian Stock Exchange Ltd	Fax No:	1300 300 021
From:	Company Secretary	Return Fax:	$(08)$ 8218 5633
Date:	29 November 2002
Subject:	Appendix 3B		No. of Pages: 8. (including this one)

Please telephone (08) 8218 5137 if transmission incomplete

AUSTRALIAN STOCK EXCHANGE STO000865

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 .		.

We (the entity) give ASX the following information.

Part 1 - All issues

1 Class of securities issued or to be issued
$\overline{2}$ 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)
Do the securities rank equally in all respects 4 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

Fully paid ordinary shares

200,000

Consistent with the Listing Rules

Yes

$\ddot{\phantom{a}}$

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

5	Issue price or consideration	200,000 at \$5.59 per share
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	the Santos Executive Share Option Plan.	Issue consequent upon exercise of 200,000 options granted on 1 May 1998 pursuant to
7	Dates of entering securities into uncertificated holdings or despatch of certificates	29 November 2002
		Number	Class
8.	Number and class of all securities quoted on ASX (including the securities in clause 2 if applicable)	582,549,493	Fully paid ordinary shares.
		3,500,000	Reset convertible preference shares.
		Number	Class
9.	Number and class of all securities not quoted on ASX (including the securities in clause 2 if applicable)	57,800	Fully paid ordinary shares allotted to eligible employees pursuant to the Santos Employee Share Purchase Plan.
		144,500	Executive share plan '0' shares of 25 cents each paid to 1 cent.
		172,250	Executive share plan '2' shares of 25 cents each paid to 1 cent.
		7,265,000	Executive options issued pursuant to the Santos Executive Share Option Plan.

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

Rank equally with existing fully paid ordinary shares.

$\mathcal{L}$

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

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
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 Type of securities (tick one)

Securities described in Part 1 ✔ (a)

All other securities $(b)$

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 conve 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

(If the additional securities do not form a new class, go to 43)

Tick to indicate you are providing the information or documents

Entities that have ticked box 34(b)

38 Number of securities for which quotation is sought
Class of securities for which quotation is sought 39
Do the securities rank equally in all respects 40 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

application for quotation of additional securities and agreement

Reason for request for quotation now 41

Example: In the case of restricted securities, end of restriction period

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

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

Number	Class

(now go to $43$ )

All entities

√

Fees

Payment method (tick one) 43

Cheque attached
-----------------

Electronic payment made

Note: Payment may be made electronically If Appendix 3B is given to ASX electronically at the same time.

Periodic payment as agreed with the home branch has been arranged

Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation Agreement

Quotation of our additional securities is in ASX's absolute discretion. ASX may quote the 1. securities on any conditions it decides.
We warrant the following to ASX. $\mathbf{2}$
The issue of the securities to be quoted complies with the law and is not for an $\bullet$ illegal purpose.
There is no reason why those securities should not be granted quotation. ٠
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.

$\zeta$

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

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 section 737, 738 or 1016F of the Corporations Act at the time that we request that the securities be quoted.
We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the securities to be quoted, it has been provided 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.
We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action 3. or expense arising from or connected with any breach of the warranties in this agreement.
We give ASX the information and documents required by this form. If any information or $\overline{\mathbf{4}}$ . 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: Company Se cretar

29 November 2002

Print name:

MICHAEL GEORGE ROBERTS

AI assistant

SANTOS LIMITED Share Issue/Capital Change 2002

65872_rns_2002-11-28_9495d895-55e7-4062-9fd3-b8134dbb5162.pdf

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APPENDIX 3B