• XRG Consortium submits non-binding, indicative proposal to acquire 100% of Santos shares
• Proposed cash offer price of US$5.76 (A$8.89) per share, representing a 28-44% premium
• Proposal subject to due diligence, negotiation of scheme implementation agreement, and regulatory approvals

Santos Limited (ASX:STO) has announced that on 13 June 2025, it received a non-binding, indicative proposal from a consortium led by XRG P.J.S.C., a subsidiary of Abu Dhabi National Oil Company, and including Abu Dhabi Development Holding Company (ADQ) and Carlyle (the XRG Consortium). The proposal is for the acquisition of all of the ordinary shares in Santos for a cash offer price of US$5.76 (A$8.89) per share via a scheme of arrangement. This proposed price represents a 28% premium to the last closing price, a 30% premium to the 1-week volume-weighted average price (VWAP), a 34% premium to the 1-month VWAP, a 44% premium to the 3-month VWAP, and a 39% premium to the 6-month VWAP. The Indicative Proposal is subject to the satisfactory completion of confirmatory due diligence by the XRG Consortium and the negotiation and execution of an agreed scheme implementation agreement (SIA) with Santos on customary terms and conditions. Implementation of the scheme would be conditional on customary regulatory approvals. After careful consideration, the Santos Board has determined that it is in the best interests of Santos shareholders to provide the XRG Consortium with access to confidential information to conduct confirmatory due diligence and negotiate the terms of an SIA, subject to reaching agreement on the terms of access. The Santos Board intends to unanimously recommend the Potential Transaction to shareholders, in the absence of a superior proposal and subject to an independent expert's conclusion that the transaction is fair and reasonable and in the best interests of shareholders.