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
ARN

We (the entity) give ASX the following information.

Part 1 - All issues

80 007 550 923

$\ddot{\mathbf{1}}$ 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)
$\overline{4}$ 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)

Fully paid ordinary shares

$50.000$

Consistent with the Listing Rules

$\overline{\mathsf{Yes}}$

$5.12 per share

Issue consequent upon exercise of 50,000 options granted on 15 June 1999 pursuant to the Santos Executive Share Option Plan.

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

$\overline{7}$ Dates of entering securities into uncertificated holdings or despatch of certificates
8 Number and class of all securities quoted on ASX (including the securities in clause 2 if applicable)

4 September 2003

583,966,399	Fully paid ordinaryshares.
3,500,000	Reset convertiblepreference shares.

$\overline{9}$ Number and class of all securities not quoted on ASX (including the securities in clause 2 if applicable)

Number	Class
7,800	Fully paid ordinaryshares allotted toeligible employeespursuant to the SantosEmployee SharePurchase Plan.
144,500	Executive share plan '0'shares of 25 cents eachpaid to 1 cent.
122,250	Executive share plan '2'shares of 25 cents eachpaid to 1 cent.
6,160,000	Executive optionsissued pursuant to theSantos Executive ShareOption Plan.

$101$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Rank equally with existing 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

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

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
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

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

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)
Securities described in Part 1 $(a)$
$(b)$ 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

If the securities are equity securities, the names of the 20 largest holders of the additional 35 securities, and the number and percentage of additional securities held by those holders If the securities are equity securities, a distribution schedule of the additional securities 36 setting out the number of holders in the categories 1.000 $1 1,001 -$ 5,000 $5,001 - 10,000$ $10,001 - 100,000$ 100,001 $-$ and over

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

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 issought
39	Class of securities for which quotation is sought
40.	Do the securities rank equally in all respectsfrom the date of allotment with an existing classof quoted securities?If the additional securities do not rank equally,please state:the date from which they dothe extent to which they participate for thenext dividend, (in the case of a trust,distribution) or interest paymentthe extent to which they do not rankequally, other than in relation to the nextdividend, distribution or interest payment
41	Reason for request for quotation nowExample: In the case of restricted securities, end ofrestriction period(if issued upon conversion of another security,clearly identify that other security)
42	Number and class of all securities quoted onASX (including the securities in clause 38)	Number	Class

Quotation Agreement

$11$ 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.
- 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.
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.
$\overline{4}$ 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.

Sian here:

4 September 2003 Date:

Company Secretary

Print name: MICHAEL GEORGE ROBERTS

AI assistant

SANTOS LIMITED Share Issue/Capital Change 2003

65872_rns_2003-09-03_bd8cba64-3056-494d-a94a-746b7ccd7820.pdf

APPENDIX 3B