• XRG Consortium withdraws its non-binding, indicative proposal to acquire 100% of Santos
• Santos Board expected to enter into a Scheme Implementation Agreement at the agreed offer price
• Santos continues to execute its strategy to deliver superior shareholder value

Santos Limited (ASX: STO) announced that the XRG Consortium, led by XRG P.J.S.C. (a subsidiary of Abu Dhabi National Oil Company), Abu Dhabi Development Holding Company, and Carlyle, has withdrawn its non-binding, indicative proposal to acquire 100% of the issued shares of Santos via a cash scheme of arrangement. The Santos Board had expected to enter into a Scheme Implementation Agreement at the agreed offer price of US$5.626 per share if a binding proposal was received from the XRG Consortium on acceptable terms by 19 September 2025. However, the XRG Consortium notified the Santos Board that it would not agree to acceptable terms that would protect the value of the potential transaction for Santos shareholders, given the likely extended timeframe to completion and the regulatory risk associated with the transaction. The Santos Board had expressed its concern to the XRG Consortium about delays in agreeing the Scheme Implementation Agreement. Santos continues to successfully execute its clear strategy to deliver superior shareholder value, with its base business generating strong, stable cash flows and its two major development projects, Barossa and Pikka phase 1, well advanced and materially de-risked. As these projects come online, Santos' capacity to generate free cash flow will materially strengthen, supporting greater returns to shareholders under its capital allocation framework.

Santos has a clear strategy, strong leadership and high-quality growth opportunities across its global portfolio. The Board is confident these strengths will deliver long-term value for shareholders.