Santos Limited · ASX:STO
Santos — Merger or Acquisition (December 2021)
17 slides from Santos's merger presentation, Dec 7, 2021
Slide 1: Scheme Meeting
SCHEME MEETING S C H E M E O F A R R A N G E M E N T W I T H SA N TOS LI M I T E D 7 December 2021
Slide 2: Welcome
Welcome The Oil Search Board would like to welcome you to the Scheme Meeting Mr Richard J Lee Ms Susan M Cunningham Dr Eileen J Doyle Ms Fiona E Harris Independent Chairman Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director Dr Agu J Kantsler Mr M
Slide 3: Procedural Matters
PROCEDURAL MATTERS SCHEME MEETING PRESENTATION 7 DECEMBER 2021 3
Slide 4: Online attendees – How to ask a question
Online attendees – How to ask a question When the Question function is 123-456-789 available, the messaging tab will appear at the top of the app To send in a question, click in the ‘Ask a question’ box, type your question and press the send arrow Your question will be sent immediately for review Re
Slide 5: Online attendees – How to vote
Online attendees – How to vote When open, the vote will be accessible 123-456-789 by selecting the voting tab at the top of the screen To vote simply select the direction in which you would like to cast your vote. The selected option will change colour For Against Abstain There is no submit or send
Slide 6: Scheme Overview
SCHEME OVERVIEW SCHEME MEETING PRESENTATION 7 DECEMBER 2021 6
Slide 7: Overview of the Scheme
Overview of the Scheme > Merger of Santos Limited (ASX: STO) and Oil Search Limited (ASX: OSH) proposed to be effected by a scheme of arrangement under PNG law > Santos will acquire all of the shares in Oil Search and Oil Search shareholders will receive 0.6275 new Santos shares for each Oil Search
Slide 8: Reasons to vote for or against the Scheme
Reasons to vote for or against the Scheme Reasons why you may consider voting FOR the Scheme 4 The Merger brings together two highly complementary businesses and creates an oil and gas company of significant size with a portfolio of geographically and product differentiated long-life and low cost as
Slide 9: Independent Expert's conclusion and Board Recommendation
Independent Expert’s conclusion and Board Recommendation INDEPENDENT EXPERT’S CONCLUSION > The Independent Expert concluded that the Merger is in the best interests of shareholders in the absence of a superior proposal > A complete copy of the Independent Expert’s Report is included in Annexure A to
Slide 10: Status of conditions
Status of conditions > The key conditions outstanding required to implement the Scheme > Oil Search shareholders approving the resolution at today’s meeting > Approval from the Independent Consumer and Competition Commission of PNG (ICCC) > The National Court of PNG approving the Scheme > The Scheme
Slide 11: Indicative implementation timetable
Indicative implementation timetable Time and Date Event 10:00am (Port Moresby time) / 11:00am (Sydney time) Scheme Meeting Tuesday, 7 December 2021 Thursday, 9 December 2021 Second Court Date (For approval of the Scheme) Friday, 10 December 2021 Effective Date Last day of trading in Oil Search Share
Slide 12: Questions
QUESTIONS SCHEME MEETING PRESENTATION 7 DECEMBER 2021 12
Slide 13: Scheme Vote
SCHEME VOTE SCHEME MEETING PRESENTATION 7 DECEMBER 2021 13
Slide 14: Scheme resolution and voting threshold
Scheme resolution and voting threshold THE SCHEME RESOLUTION That, pursuant to and in accordance with, section 250 of the Companies Act 1997 (PNG), the scheme of arrangement proposed to be entered into between Oil Search Limited (Oil Search) and the holders of its fully paid ordinary shares, the ter
Slide 15: Proxy voting
Proxy voting PROXY RESULTS Number of votes cast % of votes cast For 1,379,862,270 95.43% Open 1 3,141,766 0.21% Against 63,107,026 4.36% TOTAL 1,446,111,062 100% Abstain 2 842,744 — Requisite majority for resolution to pass — 75% *Number of votes cast represents 69.6% of total issued capital 1. Open
Slide 16: Thank you
THANK YOU SCHEME MEETING S C H E M E O F A R R A N G E M E N T W I T H SA N TOS L I M I T E D
Slide 17: Important notice and disclaimer
Important notice and disclaimer No offer or invitation. This presentation is not and does not constitute or contain an offer to Oil Search Shareholders, or a solicitation of an offer from Oil Search Shareholders, in any jurisdiction. No investment advice. The information contained in this presentati