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SANTOS LIMITED Share Issue/Capital Change 2007

Dec 18, 2007

65872_rns_2007-12-18_1e244be0-1ab6-4b16-9288-985b83f12ba9.pdf

Share Issue/Capital Change

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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
80 007 550 923
ASX: STO NASDAQ: STOSY Securities Exchange Commission: Ref: # 82-34

We (the entity) give ASX the following information.

Part 1 – All issues

1 Class of securities issued or to be issued Options over ordinary shares grantedpursuant to the Santos Executive ShareOption Plan (SESOP).Share Acquisition Rights (SARs) grantedpursuant to the Santos Employee SharePurchase Plan (SESPP).
2 Number of securities issued or to be issued (ifknown) or maximum number which may beissued. 100,000 options, each over one ordinaryshare, exercisable subject to satisfaction ofperformance conditions.50,000 SARs, each being a conditionalentitlement to receive one fully paid ordinaryshare in the capital of the Company, subjectto the satisfaction of performanceconditions.
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 options, see Section 1 of annexurepage.As to SARs, see Section 2 of annexure page.
4 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 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 Options: on exercise of options, shares willthereafter rank equally with other fully paidordinary shares.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 grant. Options and SARs issued at no cost upon
6 Purpose of the issue(If issued as consideration for the acquisition ofassets, clearly identify those assets) Santos Executive Share Option Plan. Issue of options pursuant to the terms of theIssue of SARs pursuant to the terms of theSantos Employee Share Purchase Plan.
7 Dates of entering securities into uncertificatedholdings or despatch of certificates 18 December 2007
8 Number and class of all securities quoted onASX (including the securities in clause 2 ifapplicable) 585,745,390 Fully paid ordinaryshares.
6,000,000 Franked UnsecuredEquity Listed Securities(FUELS).
Number Class
9 Number and class of all securities not quoted onASX (including the securities in clause 2 ifapplicable) Fully paid ordinaryshares issued pursuantto the Santos EmployeeShare Purchase Plan:
400 (i)held by eligibleemployees; and
75,746 (ii)held by Sesap PtyLtd as trustee forthe benefit ofeligible executives.
46,500 Executive share plan '0'shares of 25 cents eachpaid to 1 cent.
41,500 Executive share plan '2'shares of 25 cents eachpaid to 1 cent.
1,365,800 Share AcquisitionRights issued pursuantto the Santos EmployeeShare Purchase Plan.
4,633,397 Executive optionsissued pursuant to theSantos Executive ShareOption Plan.
73,300 Fully paid ordinaryshares issued pursuantto the vesting of SARs
6,951 Fully paid ordinaryshares issued pursuantto the Non-ExecutiveDirectors Share Plan

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

Options: on exercise of options, shares will thereafter rank equally with other fully paid ordinary shares.

SARs: if the relevant performance 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

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 NOT APPLICABLE

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

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

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.
    • 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.
    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: 18 December 2007

Secretary

Print name: JAMES LESLIE BAULDERSTONE

Part 1 – All issues (continued)

Section 1

Options: Expiry date - 31 August 2017
Exercise price - $12.81
Service conditions - 3 year continuous service condition starting on3 September 2007 and ending on 31 August 2010.
Shares allocated on the exercise of Options will,subject to compliance with the Company'sguidelines for dealing in securities, not be subjectto any restrictions on dealing.
Exercise period - 1 September 2010 to 31 August 2017, subject tothe satisfaction of service conditions.

Section 2

SARs:Issue price - Nil
Performance conditions - A combination of two performance conditionswill be used:
(a) 50% of SARs will be subject to a testbased on Santos' Relative TotalShareholder Return against a comparatorgroup; and
(b) 50% of SARs will be subject to a "cliff"vesting target of Santos' TotalShareholder Return growth.
The performance period starts on 1 January2007 and ends on 31 December 2009.
Shares allocated on the exercise of SARs will,subject to compliance with the Company'sguidelines for dealing in securities, not besubject to any restrictions on dealing.