The Harbour Proposal is subject to a number of conditions,...

The Harbour Proposal is subject to a number of conditions, including: + A minimum of 15% (up to a maximum of 20%) of existing Santos shares outstanding rolling over into unlisted shares of a special purpose company (“Harbour RollCo”) that will remain invested in Santos; + Entry into binding debt financing commitments; + Completion of confirmatory due diligence; + Regulatory approvals, including approval by the Foreign Investment Review Board; + Unanimous recommendation of the Harbour Proposal by the Santos Board (in the absence of a superior proposal); and + Entry into binding transaction documentation, including standard deal protection mechanisms.