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SANTOS LIMITED Share Issue/Capital Change 2003

Feb 26, 2003

65872_rns_2003-02-26_9b9b14b0-ecd1-48bc-a5a4-bd25aa4d919f.pdf

Share Issue/Capital Change

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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 08 8218 5138 Telephone: 08 8218 5633 Facsimile:

Facsimile

To: Company Announcements OfficeAustralian Stock Exchange Ltd Fax No: 1300 300 021
From: Company Secretary Return Fax: $(08)$ 8218 5633
Date: 27 February 2003
Subject: Appendix 3B No. of Pages: 8(including this one)
Please telephone (08) 8218 5137 if transmission incomplete

Please note that we wish for the 17,200 Santos Employee Share Purchase Plan shares to be quoted from the commencement of trading on Friday, 7 March 2003, to coincide with the cessation of the one year restriction period on the transfer of those shares.

$\rightarrow$ ASX

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 anddocuments given to ASX become ASX's property and may be made public.

SANTOS LTDABN80 007 550 923We (the entity) give ASX the following information.NOT APPLICABLEPart 1 - All issuesClass of securities issued or to be issued1Number of securities issued or to be issued (if$\overline{2}$known) or maximum number which may beissued.Principal terms of the securities (eg, if options,3exercise price and expiry date; if partly paidsecurities, the amount outstanding and duedates for payment; if convertible securities, theconversion price and dates for conversion)Do the securities rank equally in all respects4from 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
5Issue price or consideration
Purpose of the issue6(If issued as consideration for the acquisition ofassets, clearly identify those assets)

New issue announcement, application for quotation of additional securities and agreement Dates of entering securities into uncertificated $\overline{7}$ holdings or despatch of certificates Number and class of all securities quoted on 8 ASX (including the securities in clause 2 if applicable) $\overline{\overline{\mathrm{Class}}}$ Number Number and class of all securities not quoted on 9 ASX (including the securities in clause 2 if applicable)

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

Part 2 - Bonus issue or pro rata issue NOT APPLICABLE

Is security holder approval required?. $11$

Is the issue renounceable or non-renounceable? $12$

13 Ratio in which the securities will be offered

New issue announcement, application for quotation of additional securities and agreement Class of securities to which the offer relates $14$ Record date to determine entitlements 15 Will holdings on different registers (or 16 subregisters) be aggregated for calculating entitlements? Policy for deciding entitlements in relation to $17$ fractions Names of countries in which the entity has 18 security holders who will not be sent new issue documents Closing date for receipt of acceptances or 19 renunciations Names of any underwriters 20 Amount of any underwriting fee or commission $21$ Names of any brokers to the issue 22 Fee or commission payable to the broker to the 23 issue Amount of any handling fee payable to brokers 24 who lodge acceptances or renunciations on a behalf of security holders If the issue is contingent on security holders' 25 approval, the date of the meeting Date entitlement and acceptance form and 26 prospectus or Product Disclosure Statement will be sent to persons entitled If the entity has issued options, and the terms. 27 entitle option holders to participate on exercise, the date on which notices will be sent to option holders

Iglmxg/asx/2003/SESPP Announ 01/10

t.

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)
How do security holders sell their entitlements in
30 full through a broker?
31 How do security holders sell part of theirentitlements through a broker and accept for the
balance?
32 How do security holders dispose of theirentitlements (except by sale through a broker)?
33 Despatch date
Part 3 – Quotation of securitiesYou 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
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
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 additionalsecurities, and the number and percentage of additional securities held by those holders
36 setting out the number of holders in the categories If the securities are equity securities, a distribution schedule of the additional securities
1,0005,000$1.001 -$
10,000$5,001 -$
$10,001 - 100,000$$100,001 -$ and over
Iglmxg/asx/2003/SESPP Announ 01/11

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)

Number of securities for which quotation is 38 sought

17.200

$\overline{Y}$ es

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

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)

Fully paid ordinary shares.

End of restriction period for 17,200 shares issued on 7 March 2002 under the Santos Employee Share Purchase Plan at the issue price of $5.67 per share.

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

Class
Fully paid ordinaryshares.
Reset convertiblepreference shares.

42

New issue announcement,

application for quotation of additional securities and agreement

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. $2.$

  • 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.
  • 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. 3.
  • 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 Secretar

Date:

27 February 2003

Print name:

MICHAEL GEORGE ROBERTS