TO: Shell Exploration and Production (XL) B.V. (" Shell Bidco") Carel van Bylandtlaan 30, The Hague, 2596 HR, the Netherlands

Transcription

1 Director's irrevocable undertaking TO: Shell Exploration and Production (XL) B.V. (" Shell Bidco") Carel van Bylandtlaan 30, The Hague, 2596 HR, the Netherlands 3, * April 2012 Dear Sirs Proposed Offer for Cove Energy plc ("Cove ") to be regulated by the Takeover Code (the "Code") 1. The terms of this Undertaking are conditional on the Press Announcement (as defined below) being released by not later than 6.00 p.m. on ^ S Apia In this Undertaking, the "Offer" means the offer proposed to be made by or on behalf of Shell Bidco to acquire all the issued and to be issued ordinary share capital of Cove substantially on the terms set out in the draft press announcement contained in Schedule 3 to this Undertaking (subject to the inclusion of any alternative or additional terms and conditions as may be required to comply with the requirements of the Takeover Panel (the "Panel"), any applicable law or regulation, or agreed between Shell Bidco and Cove) (the "Press Announcement"). 3. Ownership of Shares I hereby represent, warrant and undertake that: 3.1 I am beneficial owner of the number of ordinary shares of 1 pence each in the capital of Cove ("Cove Shares ") specified in Schedule 1 (the "Existing Cove Shares"); 3.2 I am also the holder of the number of options over Cove Shares as are specified in Schedule 2 (the "Options"); 3.3 save as set out in Schedule 1 and 2, I am not interested (whether directly or indirectly via family members or related trusts) in any other securities of Cove and neither I nor any of my family members or related trusts have any rights to subscribe, purchase or otherwise acquire any securities of Cove; and 3.4 I have full power and authority to enter into this Undertaking, to perform the obligations in this Undertaking in accordance with its terms, to accept the Offer in respect of, and to transfer the Existing Cove Shares free from any lien, charge, equity, encumbrance, or third party interest of any nature whatsoever and together with all rights of any nature attaching or accruing to them. 4. Dealings I undertake to Shell Bidco that I shall not and shall procure the registered owner shall not (other than pursuant to the Offer or pursuant to paragraph 5.4 below): UK v5 _ 1 _

2 4.1 sell, transfer, charge, encumber, create or grant any option over or otherwise dispose of (or permit any such action to occur in respect of) all or any of the Shares (as defined in paragraph 5.1 below) or any interest therein; or 4.2 in my capacity as a shareholder, accept, or give any undertaking (whether conditional or unconditional) to accept or otherwise agree to, any offer, scheme of arrangement, merger or other business combination made or proposed to be made in respect of Cove Shares by any person other than Shell Bidco; or 4.3 except with the prior written consent of Shell Bidco (not to be unreasonably withheld), purchase or acquire any further Cove Shares or other securities of Cove (or any interest therein) (other than pursuant to the exercise of Options under paragraph 5.4); or 4.4 (other than pursuant to the Offer) in my capacity as a shareholder enter into any agreement or arrangement or incur any obligation (or permit such circumstances to occur): in relation to, or operating by reference to, Cove Shares; or to do all or any of the acts referred to in paragraphs 4.1, 4.2 and 4.3 above, which would or might restrict or impede the acceptance of the Offer by any person or my ability to comply with this Undertaking, and for the avoidance of doubt, references in this paragraph 4.4 to any agreement, arrangement or obligation shall include any such agreement, arrangement or obligation whether or not legally binding or subject to any condition, or which is to take effect upon or following closing or lapsing of the Offer, or upon or following this Undertaking ceasing to be binding, or upon or following any other event. 5. Acceptance of the Offer and Option Proposals 5.1 I hereby irrevocably undertake to accept or procure the irrevocable acceptance of the Offer in accordance with its terms in respect of: the Existing Cove Shares; any other Cove Shares which I acquire after signing this Undertaking (having obtained the prior written consent of Shell Bidco (as required) for such acquisition pursuant to paragraph 4.3); and any other shares attributable to or deriving from the shares referred to in and 5.1.2, (together, the "Shares"). 5.2 My acceptance in respect of the Shares shall be made by 1.00 p.m. on the fifth business day after the formal document containing the Offer (the "Offer Document") is sent to Cove shareholders (or, in relation to Shares other than Existing Cove Shares, as soon as practicable after I become the owner of, or otherwise control, such Shares) in accordance with the procedure for acceptance set out in the Offer Document. UK v A

3 5.3 I undertake that Shell Bidco will acquire the Shares pursuant to the Offer free from any lien, charge, equity, encumbrance, or third party interest of any nature whatsoever and together with all rights of any nature attaching or accruing to them, including the right to all dividends or other distributions (if any) declared, made or paid after the date of the Press Announcement. 5.4 I undertake either: to accept any proposals in respect of the Options made by Shell Bidco which comply with the requirements of the Code; or to exercise in full the relevant Options as soon as I am entitled to do so under and in accordance with the terms of the option schemes and to accept the Offer in respect of all the Cove Shares that I receive on exercise of the Options. 6. Power of Attorney Subject to paragraph 11, in order to secure the performance of my obligations in this Undertaking, I irrevocably appoint each director for the time being of Shell Bidco jointly and severally to be my attorney in my name and on my behalf to sign or execute forms of acceptance and/or such other documents and to do such other acts and things as may be necessary or desirable for the purpose of giving effect to my obligations hereunder in respect of the Shares. However the appointment shall not take effect until 1.00 p.m. on the fifth business day after the date of publication of the Offer Document and only then if I have failed to comply with my obligations in paragraph No Withdrawal of Acceptance Even if the terms of the Offer give accepting shareholders the right to withdraw acceptances, I shall not withdraw acceptances in respect of the Shares, and I shall procure that any acceptances in respect of the Shares are not withdrawn. 8. Voting Rights and Prejudicial Action I hereby irrevocably undertake that: 8.1 I shall exercise (or procure the exercise of) the voting rights attached to the Shares on any resolution which would assist implementation of the Offer if it were passed or rejected at a general, class, or other meeting of Cove shareholders only in accordance with Shell Bidco's instructions; 8.2 I shall convene, requisition or join in the requisition of any general or class meeting of Cove shareholders for the purpose of considering any such resolution only in accordance with Shell Bidco's instructions; 8.3 I shall exercise (or procure the exercise of) the voting rights attached to the Shares against any resolution which purports to approve or give effect to a proposal by a person other than Shell Bidco to acquire (or have issued to it) any Cove Shares or any assets of Cove; and UK v

4 8.4 except to the extent required under the Code, I shall not take any action or make any statement in my capacity as a shareholder which may have the effect of delaying or otherwise causing the Offer not to become or be declared unconditional in all respects at the earliest practicable time or at all. 9. Consents I agree to: 9.1 promptly inform you of all information you may require in order to comply with the requirements of the Panel or of other applicable law or regulation and immediately notify you in writing of any material change in the accuracy or import of any such information and consent to the public disclosure of such information; 9.2 the issue of the Press Announcement with the references to me and to details of this Undertaking; 9.3 details of this Undertaking being set out in any other announcement and in the Offer Document; and 9.4 this Undertaking being available for inspection during the offer (and any related competition reference period) in accordance with Rule 26.1 of the Takeover Code. 10. Announcing and Making the Offer I acknowledge that the release of the Press Announcement is at Shell Bidco's absolute discretion and, in particular, Shell Bidco reserves the right not to release the Press Announcement unless the board of directors of Cove recommends the Offer. For the avoidance of doubt, nothing in this Undertaking shall oblige Shell Bidco or Shell Bidco's financial adviser to announce or make the Offer. 11. Lapse of Undertaking 11.1 Subject to paragraph 11.2, all of my obligations pursuant to this Undertaking will lapse and cease to have effect on the earlier of the following occurrences: the Offer Document is not sent to Cove shareholders within 28 days (or such longer period as the Panel may agree) after the date of the Press Announcement; or the Offer lapses or is withdrawn If my obligations in this Undertaking lapse and cease to have effect pursuant to paragraph 11. 1, 1 shall have no claim against Shell Bidco and Shell Bidco shall have no claim against me, other than in respect of any prior breach of any of the terms of this Undertaking. 12. Takeover Bid or Scheme of Arrangement I note that Shell Bidco reserves the right to implement the acquisition of Cove by way of a scheme of arrangement (the "Scheme") under Part 26 of the Companies Act In the event that it is so implemented, I confirm and agree that this Undertaking UK v

5 shall continue to be binding mutatis mutandis in respect of the Shares, and all references to the Offer shall, where the context permits, be read as references to the Scheme (or to both the Scheme and the Offer, as appropriate). Notwithstanding the generality of the foregoing, references in this Undertaking: 12.1 to the Offer becoming or being declared unconditional in all respects shall be read as references to the Scheme becoming effective; and references to the closing or lapsing of the Offer shall be read as references to the Scheme lapsing or being withdrawn; 12.2 to the Offer Document shall be read as references to the formal circular containing details of the Scheme (the "Scheme Document"); 12.3 to me accepting the Offer shall be read as references to me: 13. Other attending and voting in person; or completing, executing and returning or procuring such action (and not, except in accordance with the express written instructions of Shell Bidco, revoking or amending) all relevant forms of proxy which shall accompany the Scheme Document (in accordance with the instructions printed on such forms of proxy, as soon as possible and in any event within five business days after publication of the Scheme Document), in which I shall give instructions for the proxy to vote, in favour of any resolutions proposed at a class, general or court meeting (or any adjournment thereof) to implement the Scheme Any date, time or period referred to in this Undertaking shall be of the essence except to the extent to which I and Shell Bidco agree in writing to vary any date, time or period, in which event the varied date, time or period shall be of the essence All times and dates referred to in this Undertaking shall be references to dates and times in London, England I have been given a realistic opportunity to consider whether or not I should give this Undertaking and I have received independent advice about the nature of this Undertaking agree that damages would not be an adequate remedy for breach of this Undertaking In this Undertaking references to: being "interested in" or having "interests in" shares or securities shall be interpreted in accordance with the Code and Part 22 of the Companies Act 2006; "dealing", "offer period " and "business day" shall be interpreted in accordance with the Code; and UK v A

6 the "Offer" shall include any new, increased, renewed or revised offer made by or on behalf of Shell Bidco, howsoever to be implemented. 14. Governing Law and Jurisdiction This Undertaking is governed by English law. I submit to the exclusive jurisdiction of the English courts to settle any dispute arising from or connected with this Undertaking (a "Dispute") (including a dispute regarding the existence, validity or termination of this Undertaking or relating to any non-contractual or other obligation arising out of or in connection with this Undertaking). I agree that the English courts are the most appropriate and convenient courts to settle any Dispute and accordingly, will not argue to the contrary. UK v

7 SCHEDULEI EXISTING COVE SHARES' No. of ordinary shares Exact name(s) and address (es) of Beneficial owner# of 1p in Cove registered holder as appearing on the register of members# 10,000 Hargreaves Lansdown Nominee Anthony Golding Limited # Where more than one, indicate number of shares attributable to each. ' Including shares held by or for the benefit of your family members and related trusts. UK v

8 SCHEDULE2 OPTIONS A. Unapproved Executive Share Option Scheme No. of Options Date of grant Exercise Period Exercise price N/A N/A N/A N/A B. Unapproved Share Option Scheme No. of Options Date of grant Exercise Period Exercise price N/A N/A N/A N/A UK v

9 SCHEDULE3 DRAFT PRESS ANNOUNCEMENT UK v

10 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION FOR IMMEDIATE RELEASE 24 April 2012 RECOMMENDED CASH OFFER by Shell Exploration and Production (XL) B.V. (a wholly-owned subsidiary of Royal Dutch Shell plc) for Cove Energy plc Summary Further to the announcement of a possible offer by Shell Bidco for Cove on 22 February 2012, the boards of directors of Cove and Shell Bidco are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Shell Bidco for the entire issued and to be issued share capital of Cove. Shell Bidco is an indirect wholly-owned subsidiary of Shell incorporated in the Netherlands. Cove Shareholders who accept the Offer will be entitled to receive 220 pence in cash for each Cove Share. The Offer values the entire issued and to be issued share capital of Cove at approximately f 1,120 million and represents a premium of: 134 per cent. to the Closing Price of 94 pence per Cove Share as of 12 December 2011, the last Business Day prior to the date of the announcement by Cove of its proposed sale of the Rovuma Area 1 Interest; 95.6 per cent. to the Closing Price of pence per Cove Share as of 4 January 2012, the last Business Day prior to start of the Offer Period; and 42.4 per cent. to the Closing Price of pence per Cove Share as of 21 February 2012, the last Business Day prior to the date of the Possible Offer Announcement. Shell's decision to announce a recommended Offer for Cove fits with Shell's strategic aim to drive forward with its investment programme to deliver sustainable and profitable growth. The proposed acquisition of Cove's portfolio would mark Shell's entry into exciting new hydrocarbon provinces, in Mozambique and Kenya, with

11 significant potential for new LNG from recent gas discoveries offshore Mozambique, and further complementary exploration positions in East Africa. Adding Cove's assets to Shell's portfolio would strengthen and further diversify Shell's existing global LNG portfolio of production and development projects. The announcement of this recommended Offer follows the decision announced by Cove on 5 January 2012 to conduct a formal sale process for the company and the subsequent release of the Possible Offer Announcement by Shell Bidco and Cove. The formal sale process has now been concluded. The end of the formal sale process means that the data room which has been open to participants will be closed with effect from 7.00 am on 24 April Other potential offerors can still nonetheless announce competing offers for Cove. The Cove Directors, who have been so advised by Standard Chartered, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Cove Directors, Standard Chartered has taken into account the commercial assessments of the Cove Directors. Accordingly, the Cove Directors intend to recommend unanimously that Cove Shareholders accept the Offer as they have irrevocably undertaken to do in respect of their own entire beneficial holdings of Cove Shares and those of their family members and related trusts (representing, in aggregate, approximately 0.95 per cent. of the existing issued share capital of Cove). The Cove Directors have also irrevocably undertaken to accept the Offer in respect of any Cove Shares that they acquire on the exercise of options over, in aggregate, 17,617,647 Cove Shares or any proposals made by Shell Bidco in relation thereto which, together with their existing holdings referred to above, represent approximately 4.38 per cent. of the fully diluted share capital of Cove. Further details of these irrevocable undertakings are contained in paragraph 8 and Appendix 3 of this announcement. The Panel has consented to Cove entering into a break fee arrangement with Shell Bidco as a participant in Cove's announced formal sale process under Note 2 of Rule 1.2 of the Takeover Code. As such, Cove has agreed to pay Shell Bidco a break fee of 11,140,147 (subject to adjustment for VAT) if an Independent Competing Offer is announced (whether under Rule 2.4 or Rule 2.7 of the Takeover Code or otherwise) prior to the Offer lapsing or being withdrawn and such Independent Competing Offer or other Independent Competing Offer becomes or is declared unconditional in all respects. The Offer is conditional upon, amongst other things: - the receipt of written consent of the Republic of Mozambique's Minister of Mineral Resources (or through one or more delegated representatives) required as a result of the indirect change of control of Cove Mozambique and the Rovuma Area 1 Interest, such consent to be in a form satisfactory to Shell Bidco and such consent, once given, not having been revoked or withdrawn or otherwise having lapsed; and - Cove Mozambique being the owner of the entire legal and beneficial interest in the Rovuma Area 1 Interest and, following the release of this announcement, no 2

12 circumstances having arisen which might reasonably be expected to result in Cove Mozambique no longer being the owner of the entire legal and beneficial interest in the Rovuma Area 1 Interest. Commenting on the Offer, Michael Blaha, Executive Chairman of Cove, said: "The Board believes that the recommended cash offer from Shell Bidco provides very significant value to Cove Shareholders. The proposed transaction is in line with the company's long term strategy, as set out in May 2009, of delivering value to shareholders through exploration and appraisal. The Cove Directors are delighted that, in addition to this being a very attractive cash offer for shareholders, Shell represents an excellent partner for all the stakeholders in the Rovuma LNG project given its extensive project development, operating and marketing experience in the entire LNG value chain. I am confident, following our discussions with the Government of Mozambique, that timely consent for Shell's offer will be forthcoming. I would like to thank all the Cove Directors and the Cove team for their tremendous commitment and contribution to the success of the company and its projects, which I am sure will continue to flourish under Shell's ownership." This summary should be read in conjunction with, and is subject to, the full text of this announcement and its Appendices. The Offer will be made on the terms and subject to the Conditions set out in Appendix 1 of this announcement and the further terms and conditions set out in the Offer Document, which include valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. on the First Closing Date (or such time(s) and/or date(s) as Shell Bidco may, with the consent of the Panel or in accordance with the Takeover Code, decide) in respect of not less than 90 per cent. (or such lower percentage as Shell Bidco may decide) in nominal value of the Cove Shares to which the Offer relates. The sources and bases of certain financial information contained in this announcement are set out in Appendix 2. Details of irrevocable undertakings received by Shell Bidco from the Cove Directors are set out in Appendix 3 to this announcement. Certain definitions and terms used in this announcement are set out in Appendix 4. A copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Shell's website at and Cove's website at by no later than 12 noon on 25 April

13 Enquiries Shell Shell Media Relations Shell Investor Relations Europe United States Morgan Stanley & Co. Limited (Financial adviser to Shell Bidco) Michael O'Dwyer Ian Hart Andrew Foster Cove Michael Blaha - Executive Chairman John Craven - CEO Michael Nolan --Finance Director Standard Chartered (Financial adviser to Cove) Amer Baig Geraldine Murphy p ob Tims Hein Pieter Boers Aditya Yadav Cenkos Securities plc (Nominated adviser and broker to Cove) Jon Fitzpatrick Ken Fleming

14 Joe Nally (Corporate Broking) FTi Consulting (Cove Media Relations ) Billy Clegg Edward Westropp 5

15 Morgan Stanley is acting as financial adviser to Shell Bidco and no one else in relation to the Offer and will not be responsible to anyone other than Shell Bidco for providing the protections afforded to the clients of Morgan Stanley nor for providing advice in relation to the Offer, the contents of this announcement or any other matter or arrangement referred to herein. Standard Chartered, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Cove and for no one else in connection with the Offer and will not be responsible to anyone other than Cove for providing the protections afforded to clients of Standard Chartered nor for giving advice in relation to the Offer or any matter or arrangement referred to in this announcement. Cenkos Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Cove as nominated adviser and broker and is not acting for or advising any other person and accordingly will not be responsible to any person other than Cove for providing advice in relation to the contents of this announcement. Neither Cenkos Securities nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a customer of Cenkos Securities in connection with this announcement, any statement contained herein or otherwise. Further information This announcement is for information purposes and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities pursuant to the Offer or otherwise. This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders are advised to read carefully the formal documentation in relation to the Offer once it has been despatched. The Offer will be made solely through the Offer Document, when issued, which will contain the full terms and conditions of the Offer, including details of how to accept the Offer. Please read carefully the Offer Document in its entirety before making a decision with regard to the Offer. Any acceptance should be made on the basis of the information in the Offer Document. This announcement has been prepared in accordance with English law, the Takeover Code and the AIM Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England. The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law or regulation and therefore persons into whose possession this announcement and/or the Offer Document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of securities laws of any such jurisdictions. To the fullest extent permitted by law, Shell Bidco and Cove disclaim any responsibility or liability for the violation of such restrictions by such persons. The availability of the Offer to Cove Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. 6

16 Unless otherwise determined by Shell Bidco or required by the Takeover Code and permitted by applicable law and regulation, the Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, unless otherwise determined by Shell Bidco or required by the Takeover Code and permitted by applicable law and regulation, copies of this announcement are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not mail or otherwiseforward, distribute or send it in, into or from suchjurisdiction. Any person (including, without limitation, any custodian, nominee or trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to forward this announcement and/or the Offer Document andlor any other related document to any jurisdiction outside of the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction before taking any action. Shell Bidco reserves the right to elect with the agreement of Cove and the consent of the Panel (where necessary) to implement the acquisition of the entire issued and to be issued share capital of Cove by way of a court-approved scheme of arrangement in accordance with Part 26 of the 2006 Act. In such event, the acquisition will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Offer. Definitions and cautionary statement Resources : Shell's use of the term "resources" in this announcement includes quantities of oil and gas not yet classified as SEC proved oil and gas reserves or SEC proven mining reserves. Resources are consistent with the Society of Petroleum Engineers 2P and 2C definitions. The companies in which Royal Dutch Shell plc directly and indirectly owns investments are separate entities. In this announcement "Shell", "Shell Group " and "Royal Dutch Shell" are sometimes used for convenience where references are made to Royal Dutch Shell plc and its subsidiaries in general. Likewise, the words "we", "us " and "our" are also used to refer to subsidiaries in general or to those who work for them. These expressions are also used where no useful purpose is served by identifying the particular company or companies. "Subsidiaries ", "Shell subsidiaries" and "Shell companies" as used in this announcement refer to companies in which Shell either directly or indirectly has control, by having either a majority of the voting rights or the right to exercise a controlling influence. The companies in which Shell has significant influence but not control are referred to as "associated companies " or "associates" and companies in which Shell has joint control are referred to as 'Jointly controlled entities ". In this announcement, associates and jointly controlled entities are also referred to as "equity-accounted investments". The term "Shell interest " is used for convenience to indicate the direct andlor indirect (for example, through our 24 per cent. shareholding in Woodside Petroleum Ltd.) ownership interest held by Shell in a venture, partnership or company, after exclusion of all third-party interest.

17 This announcement contains forward-looking statements concerning the financial condition, results of operations and businesses of Shell and the Wider Shell Group. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Shell and the Wider Shell Group to market risks and statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as "anticipate", "believe"' "could", "estimate ; "expect", "goals", "intend", "may", "objectives "outlook" ; "plan", "probably", "project", "risks ; "seek"; "should"; "target", "will" and similar terms and phrases. There are a number of factors that could affect the future operations of Shell and the Wider Shell Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this announcement, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell's products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, fiscal and regulatory developments including regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; and (m) changes in trading conditions. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional factors that may affect future results are contained in Shell's 20-F for the year ended 31 December 2011 (available at and These factors also should be considered by the reader. Each forward-looking statement speaks only as of the date of this announcement, 24 April None of Shell, its subsidiaries or any member of the Wider Shell Group undertakes any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this announcement. Shell may have used certain terms, such as resources, in this announcement that the SEC strictly prohibits Shell from including in its filings with the SEC. U. S. investors are urged to consider closely the disclosure in Shell 's Form 20-F, File No , available on the SEC website www. sec.gov. You can also obtain these forms from the SEC by calling SEC This announcement, including information included or incorporated by reference in this announcement, may contain 'forward-looking statements" concerning the Wider Cove Group. Generally, the words "will", "may", "should", "continue", "believes", "expects "intends", "anticipates" or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to 8

18 differ materially from those suggested by them. Many of these risks and uncertainties relate to factors that are beyond the companies ' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. The Wider Cove Group does not assume any obligation to, and does not intend to, update these forward-looking statements, except as required pursuant to applicable law or regulation. Nothing in this announcement is intended, or is to be construed, as a profit estimate or forecast or projection of the future financial performance of the Wider Shell Group, the Wider Cove Group or the Combined Group or to be interpreted to mean that the earnings per Shell share or Cove Share or those of the Combined Group for the current or future financial years, will necessarily match or exceed the historical published earnings per Shell share or Cove Share, or those of the Combined Group (as the case may be). Notice to United States investors The Offer will be made for securities of a UK company and Cove Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the Takeover Code, the AIM Rules and UK disclosure requirements, format and style, all of which differ from those generally applicable in the United States. The financial statements of Shell and Cove and all financial information that is included in this announcement, or that may be included in the formal offer documentation or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or other financial information of US companies. The Offer will be for the securities of a non-us company which does not have securities registered under Section 12 of the US Securities Exchange Act. The Offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act, subject to the exemptions provided by Rule 14d-I under the US Securities Exchange Act and otherwise in accordance with the requirements of the Takeover Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws. In the United States, the Offer will be deemed made solely by Shell Bidco and not by any of its financial advisers. In accordance with and to the extent permitted by the Takeover Code, normal UK market practice and Rule 14e-5 under the US Securities Exchange Act, Shell Bidco or its nominees, or its brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Cove Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open far acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Takeover Code and the rules of the London Stock Exchange, and Rule 14e-5 under the US Securities Exchange Act to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Takeover Code, normal UK market practice and Rule 14e -5 under the US Securities Exchange Act, Morgan Stanley and its respective affiliates will continue to act as exempt principal traders in Cove Shares on the London Stock Exchange and engage in certain other purchasing 9

19 activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be disclosed as required in the UK and will be available to all investors (including US investors) from any Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, Each US shareholder of Cove is urged to consult with his independent professional adviser regarding any acceptance of the Offer including, without limitation, to consider the tax consequences associated with such holder 's acceptance of the Offer. Neither the SEC nor any other United States state securities commission has approved or disapproved the Offer, or passed judgment upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence. It may be difficult for US holders of Cove Shares to enforce their rights and any claim arising out of the US federal securities laws, since Shell Bidco and Cove are incorporated under the laws of countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders of Cove Shares may not be able to sue a non-us company or its officers or directors in a non-us court for violations of the US securities laws. Further, it may be difficult to compel a non-us company and its affiliates to subject themselves to a US court's judgment or jurisdiction. Disclosure requirements of the Takeover Code Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company, and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the tenth business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the tenth business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company, or of any paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 83(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

20 If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or any paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company and any other offerors and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel 's website at www. thetakeovervanel.org.u k including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0) Publication on websites A copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Shell 's website at and Cove's website at -enelgv.com by no later than 12 noon on 25 April 2012.

21 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION FOR IMMEDIATE RELEASE 24 April 2012 RECOMMENDED CASH OFFER by Shell Bidco (a wholly-owned subsidiary of Royal Dutch Shell plc). for Cove Energy plc 1. Introduction Further to the announcement of a possible offer by Shell Bidco for Cove on 22 February 2012, the boards of directors of Cove and Shell Bidco are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Shell Bidco for the entire issued and to be issued share capital of Cove. Shell Bidco is an indirect whollyowned subsidiary of Shell incorporated in the Netherlands. 2. The Offer The Offer will be on the terms and subject to the Conditions set out below and in Appendix 1 to this announcement and to be set out in the Offer Document and the Form of Acceptance. Under the terms of the Offer, each Cove Shareholder will be entitled to receive: for each Cove Share 220 pence in cash The Offer values the entire issued and to be issued share capital of Cove at approximately 1,120 million and represents a premium of: 134 per cent. to the Closing Price of 94 pence per Cove Share as of 12 December 2011, the last Business Day prior to the date of the announcement by Cove of its proposed sale of the Rovuma Area 1 Interest; 95.6 per cent. to the Closing Price of pence per Cove Share as of 4 January 2012, the last Business Day prior to start of the Offer Period; and

22 42.4 per cent. to the Closing Price of pence per Cove Share as of 21 February 2012, the last Business Day prior to the date of the Possible Offer Announcement. The Cove Directors intend to recommend unanimously that all Cove Shareholders accept the Offer. The terms of this recommendation are described in paragraph 4 below. 3. Background to, and reasons for, the Offer Shell's decision to announce a recommended Offer for Cove fits with Shell's strategic aim to drive forward with its investment programme to deliver sustainable and profitable growth. East Africa is a major prospective hydrocarbon province, which has seen a significant increase in exploration activity in recent years. Shell already has interests in Tanzania, and the acquisition of Cove would mark Shell 's entry into exciting new hydrocarbon provinces in Kenya and Mozambique, with significant potential for new LNG from recent gas discoveries offshore Mozambique, and further complementary exploration positions in East Africa. Shell is one of the world's largest LNG producers, with a key role at every stage of the LNG value chain (from upstream production facilities and liquefaction plants to shipping fleets, regasif cation facilities and pipeline networks), as well as one of the most diverse LNG portfolios and access to strategic global markets. Shell holds the largest equity share of LNG capacity among IOCs - currently holding in the region of 20 mtpa of equity LNG capacity on-stream. Adding Cove's assets to Shell's portfolio would strengthen and further diversify Shell's existing global LNG portfolio of production and development projects. In Mozambique, the Rovuma offshore basin is a frontier exploration area that holds large resources of natural gas reserves, suitable for LNG projects. According to Cove, the play represents the potential for 30+ tcf and six LNG trains. Shell understands that bringing these resources on stream is a strategic priority for the Mozambican Government in order to foster further economic and community development in the country, and Shell is committed to being a partner in that process. Furthermore, Shell has set industry records for LNG plant construction times and operational start-ups, safely delivering projects from concept to first production for/with its partners. In joint ventures with partners, Shell currently produces LNG in Australia, Brunei, Malaysia, Nigeria, Oman, Russia and Qatar, with excellent production reliability performance achieved at all these plants. In addition to Shell 's technical expertise, its marketing and shipping know-how enables the delivery of long-term added value together with project partners. Shell has access to the key LNG markets of Europe, Asia Pacific, Middle East and North America. In 2011, Shell joint ventures supplied more than 30 per cent. of global LNG volumes. Shell is the largest manager of LNG shipping in the world, providing ship management services to 47 LNG carriers. Shell would also bring its extensive project finance experience across the LNG value chain. Shell's experience in LNG project finance extends over many projects, e.g.: Oman LNG, Nigeria LNG, Qatargas 4, Sakhalin II. Shell management is confident that its innovative technologies, leading plant designs, unmatched LNG operational experience and proven commercialisation strategies can add significant value to Mozambique and Kenya and the partners in the ventures.

23 4. Recommendation The Cove Directors, who have been so advised by Standard Chartered, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Cove Directors, Standard Chartered has taken into account the commercial assessments of the Cove Directors. Accordingly, the Cove Directors intend to recommend unanimously that Cove Shareholders accept the Offer as they have irrevocably undertaken to do in respect of their own entire beneficial holdings of Cove Shares and those of their family members and related trusts (representing, in aggregate, approximately 0.95 per cent. of the existing issued share capital of Cove). The Cove Directors have also irrevocably undertaken to accept the Offer in respect of any Cove Shares that they acquire on the exercise of options over, in aggregate, 17,617,647 Cove Shares or any proposals made by Shell Bidco in relation thereto which, together with their existing holdings referred to above, represent approximately 4.38 per cent. of the fully diluted share capital of Cove. 5. Background to, and reasons for, recommending the Offer The recommendation follows an extensive. process run by Cove and its advisers, which has resulted in an opportunity for Cove Shareholders to crystallise significant value created through Cove's highly successful exploration and appraisal track record. The price achieved reflects the high quality and strategic nature of Cove's assets and the proposed transaction is in line with Cove's long-term strategy of maximising value for shareholders. The Cove Directors intend to unanimously recommend the all-cash offer, not only due to the 134 per cent. premium to the Closing Price of 94 pence per Cove Share as of 12 December 2011, but also taking into account other factors of relevance to Cove Shareholders including transaction execution, financing and completion. Shell is one of the world's leading IOC's with world class LNG expertise. It is the view of the Cove Directors that this track record will be attractive to all stakeholders and will increase transaction certainty whilst also delivering outstanding value to Cove Shareholders. The formal sale process has now been concluded. The end of the formal sale process means that the data room which has been open to participants will be closed with effect from 7.00 am on 24 April Other potential offerors can still nonetheless announce competing offers for Cove. 6. Break fee The Panel has consented to Cove entering into a break fee arr angement with Shell Bidco as a participant in Cove's announced formal sale process under Note 2 of Rule 21.2 of the Takeover Code. As such, Cove has agreed to pay Shell Bidco a break fee of 11,140,147 (subject to adjustment for VAT) if an Independent Competing Offer is announced (whether under Rule 2.4 or Rule 2.7 of the Takeover Code or otherwise) prior to the Offer lapsing or being withdrawn and such Independent Competing Offer or other Independent Competing Offer becomes or is declared unconditional in all respects.

24 7. Further terms and conditions to the Offer Cove Shares will be acquired pursuant to the Offer by Shell Bidco fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and other third party rights of any nature whatsoever and together with all rights attaching thereto including without limitation the right to receive and retain all dividends and distributions (if any) declared, made or payable after the date of this announcement. The Offer is conditional upon, among other things: valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. on the First Closing Date (or such time(s) and/or date(s) as Shell Bidco may, with the consent of the Panel or in accordance with the Takeover Code, decide) in respect of not less than 90 per cent. (or such lower percentage as Shell Bidco may decide) in nominal value of the Cove Shares to which the Offer relates; + the receipt of written consent of the Republic of Mozambique's Minister of Mineral Resources (or through one or more delegated representatives) required as a result of the indirect change of control of Cove Mozambique and the Rovuma Area 1 Interest, such consent to be in a form satisfactory to Shell Bidco and such consent, once given, not having been revoked or withdrawn or otherwise having lapsed. The condition is set out in paragraph 1(b) of Appendix 1 to this announcement; and Cove Mozambique being the owner of the entire legal and beneficial interest in the Rovuma Area 1 Interest and, following the release of this announcement, no circumstances having arisen which might reasonably be expected to result in Cove Mozambique no longer being the owner of the entire legal and beneficial interest in the Rovuma Area 1 Interest. The condition is set out in paragraph 1(c) of Appendix 1 to this announcement. 8. Irrevocable undertakings Shell Bidco has received irrevocable undertakings from all of the Cove Directors to accept the Offer in respect of their own entire beneficial holdings of Cove Shares and those of their family members and related trusts amounting, in aggregate, to 4,684,179 Cove Shares (representing approximately 0.95 per cent. of the existing issued share capital of Cove), and to accept the Offer in respect of any Cove Shares that they acquire on the exercise of options over, in aggregate, 17,617,647 Cove Shares or any proposals made by Shell Bidco in relation thereto which, together with their existing holdings referred to above, represent approximately 4.38 per cent. of the fully diluted share capital of Cove. These irrevocable undertakings will continue to be binding on such persons in the event that a third party makes a higher competing offer but will cease to have effect in certain circumstances, as set out in Appendix 3 to this announcement. Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

25 9. Information relating to the Shell Group Shell Group The Shell Group is a global group of energy and petrochemicals companies with approximately 90,000 employees in more than 80 countries and territories. It is organised into: Upstream, Downstream, and Projects & Technology. Businesses Upstream International manages the Upstream businesses outside the Americas. It searches for and recovers crude oil and natural gas, liquefies and transports gas, and operates the upstream and midstream infrastructure necessary to deliver oil and gas to market. Upstream International also manages Shell's LNG and GTL businesses. Its activities are organised primarily within geographical units, although there are some activities that are managed across the businesses or provided through support units. Upstream Americas manages the Upstream businesses in North and South America. It searches for and recovers crude oil and natural gas, transports gas and operates the upstream and midstream infrastructure necessary to deliver oil and gas to market. Upstream Americas also extracts bitumen from oil sands that is converted into synthetic crude oil. Additionally, it manages the US-based wind business. It comprises operations organised into business-wide managed activities and supporting activities. Downstream manages Shell's manufacturing, distribution and marketing activities for oil products and chemicals. These activities are organised into globally managed classes of business, although some are managed regionally or provided through support units. Manufacturing and supply includes refining, supply and shipping of crude oil. Marketing sells a range of products including fuels, lubricants, bitumen and liquefied petroleum gas (LPG) for home, transport and industrial use. Chemicals produces and markets petrochemicals for industrial customers, including the raw materials for plastics, coatings and detergents. Downstream also trades Shell's flow of hydrocarbons and other energy-related products, supplies the Downstream businesses, governs the marketing and trading of gas and power and provides shipping services. Additionally, Downstream oversees Shell's interests in alternative energy (including biofuels but excluding wind) and CO2 management. Projects & Technology manages the delivery of Shell's major projects and drives the research and innovation to create technology solutions. It provides technical services and technology capability covering both Upstream and Downstream activities. It is also responsible for providing functional leadership across Shell in the areas of safety and environment, and contracting and procurement. For the year to 31 December 2011, the Shell Group reported revenue of US$470,171 million (2010: US$368,056 million) and income attributable to Shell's shareholders of US$30,918 million (2010: US$20,127 million). The Shell Group's total assets at 31 December 2011 amounted to US$345,257 million.

26 Shell Bidco Shell Bidco is an entity incorporated in the Netherlands as an indirect wholly-owned subsidiary of Shell. Shell Bidco has not traded since incorporation, nor has it entered into any obligations other than in connection with the Offer and the financing of the Offer. 10. Information relating to Cove Cove is an E&P company with a strategy of value creation through exploration and appraisal. Cove is incorporated in England and Wales and was re-admitted to trading on AIM in 2009 after acquiring its current interests in East Africa and completing an associated fund raising to finance the company's initial participation in these assets. Key interests held by Cove are listed below: Mozambique Offshore: Cove has the Rovuma Area 1 Interest in Mozambique which contains significant discoveries holding estimated recoverable resources of 17 to 30+ tcf. The partnership is currently undertaking an extensive exploration, appraisal and development planning programme targeted at achieving final investment decision by the end of 2013 leading to the construction of a liquefaction facility to support the sale of significant volumes of LNG to export markets. Mozambique Onshore: Cove has a 10 per cent. working interest in the Mozambique Rovuma Onshore concession covering 12,000 sq km. A work programme comprising c 1,000 km of 2D seismic is planned for 2012, followed by a potential 2 well drilling programme in Kenya Offshore: Cove has a 10 per cent. working interest in blocks L5, L7, L11A, L11B and L12 covering an area of 30,682 sq km offshore Kenya. Two 3D seismic programmes were completed in 2011 and the first exploration well is planned in Cove also has a 25 per cent. working interest in offshore blocks LIOA and a 15 per cent. working interest in Kenya offshore block L10B. L10A and L10B together cover an area of more than 10,400 sq km. A programme of 2D and 3D seismic was recently completed on these blocks. On 30 January 2012 Cove announced it has entered into an agreement to divest its Tanzanian interests, comprising a per cent. interest in production operations and per cent. interest in exploration operations in the Mnazi Bay Production Sharing Contract to Wentworth Resources Ltd ("Wentworth") in exchange for: an increase in profit share from Mozambique Rovuma Offshore Area I Block through the termination by Wentworth of a profit petroleum royalty interest of 4.95 per cent. over Cove's Rovuma Area 1 Interest; two million newly issued fully paid shares in Wentworth to be retained by Cove; and contingent payments of up to US$8.5 million, depending on future natural gas production thresholds from the Mnazi Bay Production Sharing Contract being achieved.

27 In 2010, Cove had revenues of US$363,000. As at 31 December 2010, Cove had gross assets of US$275 million. For the six months ended 30 rune 2011, Cove made a net loss of US$1,259, Assistance of Cove in relation to required approvals Cove has agreed to assist Shell Bidco in relation to obtaining any required governmental consents, including the consent of the Republic of Mozambique's Minister of Mineral Resources, as soon as reasonably practicable after the release of this announcement. In addition, Cove has agreed to co-operate with, and provide assistance to, Shell Bidco in relation to obtaining any regulatory and/or anti-trust clearances required in connection with the Offer. 12. Management, employees and location(s) Subject to the transitional arrangements referred to below, it is expected that following completion of the Offer none of the directors, employees or consultants will continue with the business and that the current offices of Cove located in London and Dublin will be closed. Discussions are ongoing between the parties about ensuring the smooth transition of the business of Cove to Shell which may involve the executive directors and certain consultants providing services to Shell for a limited period of time following completion of the Offer. Notwithstanding the above, Shell Bidco has provided assurances to the Cove Directors that, following completion of the Offer, the existing employment rights of all employees of Cove will be observed at least to the extent required by applicable law. 13. Cove Share Option Schemes The Offer will extend to any Cove Shares unconditionally allotted or issued pursuant to the exercise of options granted under the Cove Share Option Schemes while the Offer remains open for acceptance or prior to such earlier date as Shell Bidco may (subject to the Takeover Code or with the consent of the Panel) decide. To the extent that options under the Cove Share Option Schemes are not so exercised, appropriate proposals will be made in due course to participants in the Cove Share Option Schemes. 14. Financing of the Offer Full acceptance of the Offer is expected -to require the payment by Shell Bidco of up to approximately E1,120 million in cash, representing the Offer Price for Cove's fully diluted issued share capital assuming the exercise in full of all outstanding Cove Share Options. Shell Bidco will finance the Offer from its existing resources. As required by the Takeover Code, Morgan Stanley, as financial adviser to Shell Bidco, is satisfied that sufficient financial resources are available to Shell Bidco to satisfy in full the cash consideration payable to Cove Shareholders under the terms of the Offer. 15. Offer Document It is expected that the Offer Document and the Forms of Acceptance accompanying the Offer Document will be posted as soon as practicable and, in any event, (save with the consent of

28 the Panel) within 28 days of this announcement. The Offer Document and Forms of Acceptance (in respect of Cove Shareholders who hold the Cove Shares in certificated form) will be made available to all Cove Shareholders, other than those in Restricted Jurisdictions, at no charge to them on Shell's website at and Cove's website at Cove Shareholders are urged to read the Offer Document and, if the Cove Shares are held in certificated form, the Form of Acceptance when they are sent to them because they will contain important information, including what steps to take to accept the Offer. 16. Opening Position Disclosure The deadline for Shell Bidco to make an Opening Position Disclosure under Rule 8.1(a) of the Takeover Code was 7 March 2012 (being 10 Business Days from the date of the Possible Offer Announcement). Since neither Shell Bidco nor any party deemed to be acting in concert with Shell Bidco had any interest in relevant securities in Cove which were required to be disclosed under Rule 8.1(a) of the Takeover Code, no Opening Position Disclosure was made under Rule 8.1(a) of the Takeover Code. 17. Compulsory acquisition, delisting, cancellation of admission to trading and reregistration If Shell Bidco receives acceptances under the Offer in respect of, and/or otherwise acquires or contracts to acquire, 90 per cent. or more in nominal value of the Cove Shares to which the Offer relates and of the voting rights attaching to those Cove Shares and assuming that all of the other Conditions have been satisfied or waived (if capable of being waived), Shell Bidco intends to exercise its rights in accordance with Chapter 3 of Part 28 of the 2006 Act to acquire compulsorily the remaining Cove Shares on the same terms as the Offer. Following the Offer becoming or being declared unconditional in all respects and subject to any applicable requirements of the AIM Rules, Shell Bidco intends to procure that Cove applies to the London Stock Exchange for the cancellation of trading in the Cove Shares on AIM. It is anticipated that such cancellation will take effect no earlier than 20 Business Days after the Offer becomes or is declared unconditional in all respects, subject to compliance with applicable requirements of the AIM Rules. The cancellation of trading of Cove Shares will significantly reduce the liquidity and marketability of any Cove Shares not acquired by Shell Bidco. It is intended that, following the Offer becoming or being declared unconditional in all respects and after the Cove Shares are delisted, Cove be re-registered as a private limited company under the relevant provisions of the 2006 Act. 18. Display documents Copies of the following documents will be available on Shell's and Cove's websites at and respectively by no later than 12 noon on 25 April 2012: (a) irrevocable undertakings given by the Cove Directors, details of which are set out in paragraph 8 and Appendix 3 to this announcement;

29 (b) break fee agreement, details of which are set out in paragraph 6 of this announcement; and (c) letter of undertaking setting out the commitments to co-operate and assist in relation to any required approvals, details of which are set out in paragraph 11 of this announcement. 19. General The Offer will comply with the applicable rules and regulations of the London Stock Exchange, the Takeover Code and the AIM Rules, will be governed by English law and will be subject to the exclusive jurisdiction of the courts of England. In addition, it will be on the terms and subject to the Conditions set out herein, and to be set out in the Offer Document. Appendix 2 to this announcement contains the sources and bases of certain information contained in this announcement. Appendix 3 to this announcement provides details of the irrevocable undertakings received by Shell Bidco. Appendix 4 to this announcement contains definitions of certain terms used in this announcement. In accordance with Rule 2.10 of the Takeover Code, as at the close of business on 23 April 2012, Cove's issued share capital consisted of 490,995,300 shares of 1 pence each. The international securities identification number for Cove's ordinary shares is GB Enquiries Shell Shell Media Relations Shell Investor Relations Europe United States Morgan Stanley & Co. Limited (Financial adviser to Shell Bidco) Michael O'Dwyer Ian Hart Andrew Foster Cove

30 Michael Blaha - Executive Chairman John Craven - CEO Michael Nolan -Finance Director Standard Chartered (Financial adviser to Cove) Amer Baig Geraldine Murphy Rob Tims Hein Pieter Boers Aditya Yadav Cenkos Securities plc (Nominated adviser and broker to Cove) Jon Fitzpatrick Ken Fleming Joe Nally (Corporate Broking) FTY Consulting (Cove Media Relations) Billy Clegg Edward Westropp

31 Morgan Stanley is acting asfinancial adviser to Shell Bidco and no one else in relation to the Offer and will not be responsible to anyone other than Shell Bidco for providing the protections afforded to the clients of Morgan Stanley nor for providing advice in relation to the Offer, the contents of this announcement or any other matter or arrangement referred to herein. Standard Chartered, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Cove and for no one else in connection with the Offer and will not be responsible to anyone other than Cove for providing the protections afforded to clients of Standard Chartered nor for giving advice in relation to the Offer or any matter or arrangement referred to in this announcement. Cenkos Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Cove as nominated adviser and broker and is not acting for or advising any other person and accordingly will not be responsible to any person other than Cove for providing advice in relation to the contents of this announcement. Neither Cenkos Securities nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct. or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a customer of Cenkos Securities in connection with this announcement, any statement contained herein or otherwise. Further information This announcement is for information purposes and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities pursuant to the Offer or otherwise. This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders are advised to read carefully the formal documentation in relation to the Offer once it has been despatched. The proposals for the Offer will be made solely through the Offer Document, when issued, which will contain the full terms and conditions of the Offer, including details of how to accept the Offer. Please read carefully the Offer Document in its entirety before making a decision with regards to the Offer. Any acceptance or other response to the proposals should be made on the basis of the information in the Offer Document. This announcement has been prepared in accordance with English law, the Takeover Code and the AIM Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England. The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law or regulation and therefore persons into whose possession this announcement and/or the Offer Document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of securities laws of any such jurisdictions. To the fullest extent permitted by law, Shell Bidco and Cove disclaim any responsibility or liability for the violation of such restrictions by such persons. The availability of the Offer to Cove Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

32 Unless otherwise determined by Shell Bidco or required by the Takeover Code and permitted by applicable law and regulation, the Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, unless otherwise determined by Shell Bidco or required by the Takeover Code and permitted by applicable law and regulation, copies of this announcement are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from such jurisdiction. Any person (including, without limitation, any custodian, nominee or trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to forward this announcement and/or the Offer Document and/or any other related document to any jurisdiction outside of the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction before taking any action. Shell Bidco reserves the right to elect with the agreement of Cove and the consent of the Panel (where necessary) to implement the acquisition of the entire issued and to be issued share capital of Cove by way of a court-approved scheme of arrangement in accordance with Part 26 of the 2006 Act. In.such event, the acquisition will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Offer. Definitions and cautionary statement Resources: Shell's use of the term "resources" in this announcement includes quantities of oil and gas not yet classified as SEC proved oil and gas reserves or SEC proven mining reserves. Resources are consistent with the Society of Petroleum Engineers 2P and 2C definitions. The companies in which Royal Dutch Shell plc directly and indirectly owns investments are separate entities. In this announcement "Shell", "Shell Group" and "Royal Dutch Shell" are sometimes used for convenience where references are made to Royal Dutch Shell plc and its subsidiaries in general. Likewise, the words "we"; "us" and "our" are also used to refer to subsidiaries in general or to those who work for them. These expressions are also used where no useful purpose is served by identifying the particular company or companies. "Subsidiaries", "Shell subsidiaries" and "Shell companies" as used in this announcement refer to companies in which Shell either directly or indirectly has control, by having either a majority of the voting rights or the right to exercise a controlling influence. The companies in which Shell has significant influence but not control are referred to as "associated companies" or "associates" and companies in which Shell has joint control are referred to as 'jointly controlled entities". In this announcement, associates and jointly controlled entities are also referred to as "equity-accounted investments". The term "Shell interest" is used for convenience to indicate the direct and/or indirect (for example, through our 24 per cent. shareholding in Woodside Petroleum Ltd.) ownership interest held by Shell in a venture, partnership or company, after exclusion of all third party interest.

33 This announcement contains forward-looking statements concerning the financial condition, results of operations and businesses of Shell and the Wider Shell Group. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Shell and the Wider Shell Group to market risks and statements expressing management 's expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as "anticipate ", "believe", "could", "estimate "expect" "goals " "intend " ' "may". "objectives ". "outlook", "plan"; "probably", "project", "risks", "seek"; "should", "target", "will" and similar terms and phrases. There are a number offactors that could affect the future operations of Shell and the Wider Shell Group and could cause those results to differ materiallyfrom those expressed in the forward-looking statements included in this announcement, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell's products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks ; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, fiscal and regulatory developments including regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions ; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; and (m) changes in trading conditions. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional factors that may affect future results are contained in Shell 's 20-F for the year ended 31 December 2011 (available at and ). These factors also should be considered by the reader. Each forward-looking statement speaks only as of the date of this announcement, 24 April None of Shell, its subsidiaries or any member of the Wider Shell Group undertakes any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this announcement. Shell may have used certain terms, such as resources, in this announcement that the SEC) strictly prohibits Shell from including in its filings with the SEC. U.S. investors are urged to consider closely the disclosure in Shell's Form 20-F, File No , available on the SEC website You can also obtain these forms from the SEC by calling SEC This announcement, including information included or incorporated by reference in this announcement, may contain 'forward-looking statements " concerning the Wider Cove Group. Generally, the words "will"; "may; "should", "continue ", "believes", "expects", "intends", "anticipates " or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to

34 differ materially from those suggested by them. Many of these risks and uncertainties relate to factors that are beyond the companies ' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. The Wider Cove Group does not assume any obligation to, and does not intend to, update these forward-looking statements, except as required pursuant to applicable law or regulation. Nothing in this announcement is intended, or is to be construed, as a profit estimate or forecast or projection of the future financial performance of the Wider Shell Group, the Wider Cove Group or the Combined Group or to be interpreted to mean that the earnings per Shell share or Cove Share or those of the Combined Group for the current or future financial years, will necessarily match or exceed the historical published earnings per Shell share or Cove Share, or those of the Combined Group (as the case may be). Notice to United States investors The Offer will be made for securities of a UK company and Cove Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the Takeover Code, the AIM Rules and UK disclosure requirements, format and style, all of which differ from those generally applicable in the United States. The financial statements of Shell and Cove and all financial information that is included in this announcement, or that may be included in the formal offer documentation or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or other financial information of US companies. The Offer will be for the securities of a non-us company which does not have securities registered under Section 12 of the US Securities Exchange Act. The Offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act, subject to the exemptions provided by Rule 14d-1 under the US Securities Exchange Act and otherwise in accordance with the requirements of the Takeover Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws. In the United States, the Offer will be deemed made solely by Shell Bidco and not by any of its financial advisers. In accordance with and to the extent permitted by the Takeover Code, normal UK market practice and Rule 14e-5 under the US Securities Exchange Act, Shell Bidco or its nominees, or its brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Cove Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Takeover Code and the rules of the London Stock Exchange, and Rule 14e-5 under the US Securities Exchange Act to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Takeover Code, normal UK market practice and Rule 14e-5 under the US Securities Exchange Act, Morgan Stanley and its respective affiliates will continue to act as exempt principal traders in Cove Shares on the London Stock Exchange and engage in certain other purchasing