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Santos Finance Limited Level: 3 – From: 3 – Monday, September 20, 2010 – 17:15 – eprint3 – 4262 Intro PROSPECTUS DATED 21 SEPTEMBER 2010 SANTOS FINANCE LIMITED (incorporated with limited liability in Australia, ACN 002 799 537) €650,000,000 Fixed to Floating Rate Subordinated Notes due 2070 (with an option for the issue of a further €65,000,000 in aggregate principal amount of Notes) unconditionally and irrevocably guaranteed by SANTOS LIMITED (incorporated with limited liability in Australia, ACN 007 550 923) Issue price: 100 per cent. The €650,000,000 Fixed to Floating Rate Subordinated Notes due 2070 (the Notes) are issued by Santos Finance Limited (the Issuer) and unconditionally and irrevocably guaranteed by Santos Limited (the Guarantor, which term shall unless the context requires otherwise, include the Optional Notes (as defined below). The Notes will bear interest, payable semi-annually in arrear on 22 March and 22 September in each year, from and including 22 September 2010 (the Issue Date) to but excluding 22 September 2017 (the Optional Redemption Date) at the rate of 8.25 per cent. per annum. From and including the Optional Redemption Date, the Notes will bear interest at a rate of 6.851 per cent. per annum above three-month EURIBOR, payable quarterly in arrear on the Floating Interest Payment Dates. Interest payments must be deferred in certain circumstances in the case of a Trigger Event. See Condition 4 of “Terms and Conditions of the Notes“ for details as to how and when Deferred Interest Payments may be made. The Notes mature in 2070, subject as described in “Terms and Conditions of the Notes”. However, the Issuer may redeem the Notes on the Optional Redemption Date or on any Floating Interest Payment Date thereafter at their Principal Amount (plus any accrued interest and any outstanding Deferred Interest Payments, including any amount of interest accrued thereon). If a Gross-Up Event or a Change of Control Event occurs, the Issuer may redeem the Notes prior to (but excluding) the Optional Redemption Date (in the case of a Gross-Up Event) or at any time (in the case of a Change of Control Event) at their Principal Amount (plus any accrued interest and any outstanding Deferred Interest Payments, including any amount of interest accrued thereon). The Issuer may also redeem the Notes prior to (but excluding) the Optional Redemption Date at the Early Redemption Amount on the occurrence of a Tax Event, a Capital Event or an Accounting Event. In addition, the Issuer may elect to redeem the Notes at any time prior to the Optional Redemption Date at their Early Redemption Amount, or on, or on any Floating Interest Payment Date after, the Optional Redemption Date at their Principal Amount (plus any accrued interest and any outstanding Deferred Interest Payments, including any amount of interest accrued thereon), if the outstanding aggregate principal amount of the Notes falls to or below 20 per cent. of the aggregate principal amount of the Notes originally issued. See Condition 5.6 of “Terms and Conditions of the Notes” for further detail. If the Issuer does not choose to redeem the Notes upon the occurrence of a Change of Control Event, and a Rating Downgrade has also occurred, Noteholders will have the right to require the Issuer to redeem or (at the Issuer’s option) purchase that Noteholder’s Notes in the circumstances described in Condition 5.7 of “Terms and Conditions of the Notes”. Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the UK Listing Authority) for up to €715,000,000 in principal amount of Notes to be admitted to the Official List of the UK Listing Authority and to the London Stock Exchange plc (the London Stock Exchange) for the Notes to be admitted to trading on the London Stock Exchange’s regulated market. The London Stock Exchange’s regulated market is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). The Notes will be rated BB by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies Inc. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Pursuant to the Subscription Agreement (as defined in “Subscription and Sale”) the Managers have agreed jointly and severally, subject as provided herein, to subscribe or procure subscriptions for €650,000,000 in principal amount of the Notes. In addition, the Issuer has granted to the Managers in the Subscription Agreement an option (the Option) exercisable on a date on or before 23 September 2010 to subscribe or procure subscribers for up to an additional €65,000,000 in principal amount of the Notes (the Optional Notes). The Notes will initially be represented by a temporary global note (the Temporary Global Note), without interest coupons, which will be deposited on or about 22 September 2010 (the Closing Date) with a common depositary for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (the Permanent Global Note and, together with the Temporary Global Note, the Global Notes), without interest coupons, on or after 2 November 2010 (the Exchange Date), upon certification as to non- U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for definitive Notes only in certain limited circumstances – see “Summary of Provisions relating to the Notes while represented by the Global Notes”. Word and expressions defined in “Terms and Conditions of the Notes” and not otherwise defined in this Prospectus shall have the same meanings when used in the remainder of this Prospectus. An investment in Notes involves certain risks. Prospective investors should have regard to the factors described under the heading “Risk Factors” on page 11. Joint Lead Managers UBS Investment Bank Deutsche Bank (Structuring Adviser) Level: 3 – From: 3 – Monday, September 20, 2010 – 17:15 – eprint3 – 4262 Intro This Prospectus comprises a prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the Prospectus Directive) and for the purpose of giving information with regard to the Issuer, the Guarantor and its subsidiaries and affiliates taken as a whole (the Group), the Guarantor and the Notes which according to the particular nature of the Issuer, the Guarantor and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and the Guarantor. The Issuer and the Guarantor accept responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of each of the Issuer and the Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Neither the Managers (as described under “Subscription and Sale”, below) nor the Trustee have independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Managers or the Trustee as to the accuracy or completeness of the information contained or incorporated in this Prospectus or any other information provided by the Issuer or the Guarantor in connection with the offering of the Notes. Neither the Managers nor the Trustee accepts any liability in relation to the information contained in this Prospectus or any other information provided by the Issuer or the Guarantor in connection with the offering of the Notes or their distribution. Advisors named in this Prospectus have not caused the issue of, and take no responsibility for, this Prospectus, have acted pursuant to the terms of their respective engagements and do not make, and should not be taken to have verified, any statement or information in this Prospectus unless expressly stated otherwise. No person is or has been authorised by the Issuer, the Guarantor or the Trustee to give any information or to make any representation not contained in or not consistent with this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Issuer, the Guarantor, any of the Managers or the Trustee. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, the Guarantor, any of the Managers or the Trustee that any recipient of this Prospectus or any other information supplied in connection with the offering of the Notes should purchase any Notes. This Prospectus does not take into account the objectives, financial situation or needs of any potential investor. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and/or the Guarantor. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes constitutes an offer or invitation by or on behalf of the Issuer, the
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