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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 Telephone: $.0882185138$ Facsimile: 08 8218 5633

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Please telephone (08) 8218 5137 if transmission incomplete

lgimxg/letters/fax/2003-02/l-fax108/14

IgImxg/asx/2003/SESPP Announ 01/14

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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.

New issue announcement. application for quotation of additional securities and agreement $\overline{7}$ Dates of entering securities into uncertificated 28 February 2003 holdings or despatch of certificates 8 Number and class of all securities quoted on 582,821,693 Fully paid ordinary ASX (including the securities in clause 2 if which includes shares. applicable) 17,200 fully paid ordinary shares. the subject of an application for quotation on 27 February 2003 which are to be quoted from the commencement of trading on Friday 7 March 2003. 3.500.000 Reset convertible preference shares. Number Class Fully paid ordinary 9 Number and class of all securities not quoted on 40,600 ASX (including the securities in clause 2 if shares allotted to applicable) eligible employees pursuant to the Santos Employee Share Purchase Plan. Executive share plan '0' 144,500 shares of 25 cents each paid to 1 cent. 122,250 Executive share plan '2' shares of 25 cents each paid to 1 cent. 7,060,000 Executive options issued pursuant to the Santos Executive Share Option Plan.

Rank equally with existing fully paid ordinary shares.

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

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

Part 2 - Bonus issue or pro rata issue NOT APPLICABLE

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

(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.

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

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 securities, and the number and percentage of additional securities held by those holders
• 36

35

If the securities are equity securities, a distribution schedule of the additional securities 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

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)

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

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

Quotation Agreement

• Quotation of our additional securities is in ASX's absolute discretion. ASX may quote the 1. 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.
• We give ASX the information and documents required by this form. If any information or 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:

Company Secretary

28 February 2003

Date:

Print name:

MICHAEL GEORGE ROBERTS