NOBLE GROUP LIMITED (Incorporated in Bermuda)

NOBLE GROUP LIMITED (Incorporated in Bermuda) ANNOUNCEMENT PROPOSED DISPOSAL OF SHARES IN GLOUCESTER COAL LIMITED ( GLOUCESTER ), DONALDSON COAL HOLDINGS LIMITED ( DONALDSON ) AND MIDDLEMOUNT COAL PTY LTD ( MIDDLEMOUNT ) AND THE PROPOSED ACQUISITION OF SHARES IN MACARTHUR COAL LIMITED ( MACARTHUR ) 1. MIDDLEMOUNT DISPOSAL AND DONALDSON DISPOSAL 1.1 Introduction. The Board of Directors ( Board ) of Noble Group Limited (the Company or Noble ) refers to its announcement dated 22 December 2009 (the December Announcement ). Capitalised terms that are not defined shall have the same meaning as set out in the December Announcement. 1.2 Middlemount Disposal. In the December Announcement, it was announced that the Company and Macarthur had entered into a conditional binding term sheet ( Middlemount Termsheet ) for the Company to sell its interest in Middlemount to Macarthur, taking Macarthur s ownership to 100 per cent. of Middlemount including all marketing rights for production from Middlemount. The Board is pleased to announce that the Group (as defined below) has entered into the following agreements which further details the terms agreed in the Middlemount Term Sheet: (i) (ii) Middlemount Share Sale Deed. A share sale deed dated 29 January 2010 between Paway Limited ( Paway ), a wholly owned subsidiary of the Company, Middlemount, the Company, Custom Mining Pty Ltd ( Custom Mining ) and Macarthur pursuant to which Paway will sell and Custom Mining will purchase 81,450 Middlemount Shares, representing approximately 25.34 per cent. of the issued share capital of Middlemount ( Middlemount Share Sale Deed ); Royalty Reduction Deed. A royalty reduction deed dated 29 January 2010 between Middlemount, Noble Resources Pte Ltd ( Noble Resources ), Ribfield Pty Ltd ( Ribfield ), Macarthur ( Royalty Reduction Deed ) and Oceltip Pty Ltd ( Oceltip ), if applicable, pursuant to which the royalties payable to Noble Resources under the royalty deed between Noble Resources, Oceltip, Middlemount and Ribfield dated 7 June 2007 will be reduced in consideration for the payment to Noble Resources of A$67.80 million ( Royalty Consideration ). Under the terms of the Royalty Reduction Deed, the Royalty Consideration will be set off against a loan of the same amount furnished by Noble Resources (the Royalty Loan ). Unless the Conversion Option (as defined below) is exercised, the Royalty Loan must be repaid on 30 September 2010; and 1

(iii) Call Option Cancellation Deed. A call option cancellation deed dated 29 January 2010 between Paway, Custom Mining and Macarthur ( Call Option Cancellation Deed ) pursuant to which the Middlemount Coal Mine Call Option Deed Custom Mining (Middlemount) Pty Ltd between Custom Mining Pty Limited and Paway dated 4 April 2007 is cancelled for the payment to Paway of A$20 million ( Call Option Consideration ). Under the terms of the Call Option Cancellation Deed, the Call Option Consideration will be set off against a loan of the same amount furnished by Paway (the Call Option Loan ). Unless the Conversion Option is exercised, the Call Option Loan must be repaid on 30 September 2010. Further details on the Middlemount Share Sale Deed are set out in paragraph 2. 1.3 Donaldson Term Sheet. In the December Announcement, it was announced that the Company and Macarthur entered into a non-binding statement of principle ( Donaldson Term Sheet ) with respect to certain high level commercial terms including, inter alia, the purchase by Macarthur of a majority interest of the shares of Donaldson held by the Company and its subsidiaries (the Group ). The Donaldson Term Sheet is subject to a binding share sale deed to be executed between the relevant parties. 1.4 Donaldson Disposal. The Board wishes to announce that the transactions contemplated under the Donaldson Term Sheet will now not proceed. Following the December Announcement, the Company and Macarthur continued constructive negotiations in relation to the Donaldson Disposal. However, the parties could not reach commercial agreement on the relevant terms and conditions. It was felt that in the best interests of Company not to proceed with the Donaldson Disposal and to move ahead expeditiously with the Disposals (as defined below). William Randall, Director of Noble Energy commented, Donaldson provides Noble with a strategic platform to develop our energy coal pipeline in New South Wales. The asset additionally has the benefit of dual port access which, going forward, will give Noble scope to expand. Newcastle currently is, and will remain for the foreseeable future, one of the key pricing points for the global seaborne trade. 1.5 Aggregate Disposals. With the exclusion of the Donaldson Disposal, it is proposed that the Group: (i) (ii) dispose of 71,902,868 Gloucester Shares should it choose to accept the Gloucester Offer (the Gloucester Disposal ); and dispose of 81,450 Middlemount Shares pursuant to, and in accordance with, the terms of the Middlemount Share Sale Deed (the Middlemount Disposal ), (collectively, the Disposals ). 2

1.6 Aggregate Acquisition. With the exclusion of the Donaldson Disposal, it is proposed that the Group may acquire 82,903,564 Macarthur Shares (the Acquired Shares ) representing approximately 24 per cent. 1 of the enlarged share capital of Macarthur comprising (1) 60,398,409 Macarthur Shares if it accepts the Gloucester Offer (2) not less than 8,298,969 Macarthur Shares from the Middlemount Disposal 2 and (3) up to 14,206,186 Macarthur Shares if the Company exercises the Conversion Option 2 (the Acquisition, together with the Disposals, the Transactions ). 2. MIDDLEMOUNT DISPOSAL 2.1 Terms. The rights and obligations of the parties under the Middlemount Term Sheet will be replaced by the rights and obligations of the parties under the Middlemount Share Sale Deed. Pursuant to the terms of the Middlemount Share Sale Deed: (i) (ii) (iii) (iv) Paway will sell and Custom Mining will purchase 81,450 Middlemount Shares, representing approximately 25.34 per cent. of the issued share capital of Middlemount; unless the Conversion Option is exercised, Middlemount will repay up to A$50 million in respect of certain loans owed by Middlemount to the Group (the Noble Loans ) at completion of the Middlemount Disposal ( Middlemount Completion ). The actual amount under the Noble Loans will be determined on the Middlemount Completion; the Company may by notice to Macarthur during the period commencing three business days before the Middlemount Completion and ending one business day before the Middlemount Completion, require that Macarthur issue to the Company or its nominees such number of Macarthur Shares calculated with reference to the aggregate of the Noble Loans, the Royalty Loan and the Call Option Loan at an issue price of A$9.70 per Macarthur Share ( Conversion Option ); and the Company and Macarthur have agreed to a set of principles upon the basis of which they will negotiate a long term coal supply chain management agreement on or before 12 February 2010 pursuant to which Macarthur will appoint the Company to provide it with strategic advice and services for the management of port and rail related matters in relation to coal supply chain issues in respect of producing coal mines located in New South Wales that are majority owned by Macarthur ( Coal Supply Chain Management Agreement ). 1 Assumes that Noble exercises the Conversion Option in respect of the aggregate of the Noble Loans, the Royalty Loan and the Call Option Loan and that none of the Gloucester Coal minority shareholders accepts the All Cash Alternative. 2 Assumes that the Noble Loans are A$50 million at Middlemount Completion (see section 2 below). 3

2.2 Consideration. The consideration for the Middlemount Disposal is a number of Macarthur Shares 3 to the value of A$130.5 million less the amount of the Noble Loans at Middlemount Completion ( Middlemount Consideration ). For example, if the Noble Loans are A$50 million at Middlemount Completion, the number of Macarthur Shares issued as Middlemount Consideration will be 8,298,969. The Middlemount Consideration was arrived at on a willing seller willing buyer basis after taking into account, inter alia, prevailing coal market conditions and a financial and technical evaluation of Middlemount. The Middlemount Consideration may, in accordance with the terms of the Middlemount Share Sale Deed, be adjusted based on the working capital and capital expenditure of Middlemount and its subsidiaries as at the Middlemount Completion. Any adjustment to the Middlemount Consideration will be settled in cash. 2.3 Conditions Precedent. The Middlemount Completion is subject to, inter alia,: (i) (ii) (iii) (iv) (v) (vi) (vii) Macarthur obtaining foreign investment review board ( FIRB ) approval for (a) the acquisition by Custom Mining of 81,450 Middlemount Shares and (b) the acquisition by Macarthur of Gloucester Shares under the Gloucester Offer; the Company obtaining FIRB approval for the acquisition of Macarthur Shares under the Gloucester Offer, the Middlemount Disposal and the Conversion Option; the Gloucester Offer being made and becoming unconditional; the Group accepting the Gloucester Offer in respect of its shareholdings in Gloucester; approval from the shareholders of Macarthur in relation to the issue of Macarthur Shares to the Company under the Gloucester Offer, the Middlemount Disposal and the Conversion Option, and if required by ASX Listing Rule 10.1 approval from the shareholders of Macarthur in relation to the other transactions that are the subject to the Middlemount Share Sale Deed, Royalty Reduction Deed, Call Option Cancellation Deed and the Coal Supply Chain Management Agreement (if applicable); approval from the shareholders of the Company for the Transactions; the independent expert reporting to Gloucester s shareholders concluding that: 3 Issued at A$9.70 per Macarthur Share. 4

(1) the Gloucester Offer is fair and reasonable to Gloucester s shareholders; and (2) neither the Company nor any associate of the Company will receive a net benefit in respect of certain transactions; and (viii) the independent expert reporting to Macarthur s shareholders concluding that the proposed issue of Macarthur Shares to the Group under the Gloucester Offer, the Middlemount Disposal and the Conversion Option is fair and reasonable to Macarthur s shareholders. 2.4 Completion. On the Middlemount Completion, the Company will cease to hold an interest in Middlemount through its wholly-owned subsidiary. However, the Company will retain an indirect interest in Middlemount through its approximately 24 per cent. 1 shareholding in the enlarged share capital of Macarthur. In addition, on the Middlemount Completion, the Group will terminate, or enter into deeds of termination to effect the termination of: (i) (ii) (iii) (iv) (v) (vi) the Coal Sale and Marketing Agreement Middlemount Coal between Noble Resources, Middlemount and Ribfield dated 7 June 2007; the Middlemount Coal Mine Shareholders Agreement Custom Mining (Middlemount) Pty Limited between Middlemount, Custom Mining, Oceltip, Paway and Noble Resources dated 4 April 2007; the Heads of Agreement between Noble Resources, the Company, Paway, Macarthur, Custom Mining Dingo Pty Ltd and Nathan Tinkler dated 10 December 2007 as amended by the Deed of Variation to the Heads of Agreement dated 14 January 2008; the Deed re Adjustment Certificate between Middlemount, Custom Mining, Oceltip, Paway and Noble Resources dated 7 June 2007; the Key Shareholder Deed Custom Mining Limited between Custom Mining, Tinkler Investments Pty Ltd as trustee for the Tinkler Family Trust, MG Higgins Investments Pty Ltd as trustee for the Higgins Family Trust and Paway dated 4 April 2007; the Share Sale Agreement Custom Mining (Middlemount) Pty Limited between Custom Mining, Paway and Middlemount dated 4 April 2007; and (vii) the Subscription Agreement Custom Mining (Middlemount) Pty Ltd between Middlemount, Custom Mining and Paway dated 4 April 2007. 5

3. AGGREGATE CONSIDERATION With the exclusion of the Donaldson Disposal and in the event that the Transactions proceed to completion, the Company will receive an aggregate consideration of 82,903,564 Macarthur Shares, assuming it exercises the Conversion Option. 4. VALUES 4.1 Asset Value. As at 30 June 2009 4, the book value of the Acquired Shares was approximately US$197,184,000 and the net tangible asset value of the Acquired Shares was approximately US$197,184,000. 4.2 Net Profits. The net profits before tax, minority interests and exceptional items attributable to the Acquired Shares for the financial year ended 30 June 2009 is approximately US$47,328,000. 4.3 No Change. There have been no changes to the asset values and net profits for the Gloucester Disposal and the Middlemount Disposal as set out in the December Announcement. 5. FINANCIAL EFFECTS OF THE TRANSACTIONS 5.1 Assumptions. For the purposes of this paragraph, the following assumptions apply: (i) (ii) (iii) (iv) the Group tenders 71,902,868 Gloucester Shares in acceptance of the Gloucester Offer; as the Disposals and the Acquisitions are part of the same transaction the financial effects have been calculated on a consolidated basis; the proforma financial effects of the Transactions on the earnings per share ( EPS ), the net tangible assets ( NTA ) per share, and the share capital of the Company are set out below and are prepared purely for illustration only and do not reflect the actual future financial situation of the Group after completion of the Transactions. The proforma financial effects have been computed based on the consolidated audited financial statements of the Group for the financial year ended 31 December 2008 ( FY2008 ); and the Donaldson Disposal is excluded from the Transactions. 5.2 NTA. Assuming that the Transactions had been completed on 31 December 2008, being the most recently completed financial year 5, the effect on the NTA per share of the Group as at 31 December 2008 is as follows: 4 Based on the financial results of Macarthur for the financial year ended 30 June 2009. 6

Before the Transactions After the Transactions NTA (US$ million) 1,799 1,897 NTA per share (United States cents) 0.56 0.59 5.3 Earnings. Purely for illustrative purposes only and assuming that the Transactions had been completed on 1 January 2008 5, the proforma financial effects on the consolidated earnings of the Group for FY2008 are as follows: Before the Transactions After the Transactions Profit attributable to the Shareholders (US$ million) Weighted average number of shares (millions) 577 675 3,230 3,230 EPS (United States cents) 0.18 0.21 Diluted EPS (United States cents) 0.17 0.20 5.4 Share Capital. The Transactions will not have any impact on the issued share capital of the Company. 6. CHAPTER 10 THRESHOLDS 6.1 Disposals. As the Middlemount Disposal is conditional on the Group accepting the Gloucester Offer, the Gloucester Disposal and the Middlemount Disposal are aggregated and considered one transaction for the purposes of Chapter 10 of the listing manual of the Singapore Exchange Securities Trading Limited ( Listing Manual ). Accordingly, the relative figures for the Disposals computed on the bases set out in Rule 1006 ( Rule 1006 ) of the Listing Manual calculated as at the date of the December Announcement and the date of this announcement are as follows: 5 These figures are calculated based on the consolidated audited financial statements of the Group for FY2008 as it is the latest available audited results. 7

(i) As at the December Announcement Rule 1006 Bases Relative Figures (%) (a) Net asset value (1) of the Disposals compared with the net asset value of the Group 20.1 (b) Net profits (2) attributable to the Disposals compared with the Group s net profits 3.0 (c) The aggregate consideration (3) of the Disposals compared with the market capitalisation (4) of the Company 8.5 Notes: (1) The net asset value of the Gloucester Disposal is assessed by reference to the market value of the Gloucester Shares, being the weighted average share price of Gloucester Shares on the ASX on 21 December 2009, which is the last trading day of the Gloucester Shares on the ASX prior to the date of the December Announcement. The net asset value of the Middlemount Disposal is assessed by reference to its net asset value as derived from the consolidated financial statements of the Group for the financial period ended 30 September 2009. (2) Net profits is defined as profit before income tax, minority interest and exceptional items. The figures are based on the Group s net profits as derived from the consolidated financial statements of the Group for the financial period ended 30 September 2009. (3) The consideration for the Disposals comprises the market value of the Acquisition (on the basis that the market value as at 21 December 2009 is higher than the net asset value as derived from the financial results of Macarthur for the financial year ended 30 June 2009). (4) The market capitalisation of the Company is based upon 3,843,615,234 shares in issue as at 21 December 2009 at the volume-weighted average price of US$2.173 per share transacted on 21 December 2009. (5) All figures are based on an exchange rate of A$1.0000:US$0.8142 on 30 June 2009 and A$1.0000:US$0.8845 on 21 December 2009. (ii) As at 28 January 2010 Rule 1006 Bases Relative Figures (%) (a) Net asset value (1) of the Disposals compared with the net asset value of the Group 25.2 8

Rule 1006 Bases Relative Figures (%) (b) Net profits (2) attributable to the Disposals compared with the Group s net profits 3.0 (c) The aggregate consideration (3) of the Disposals compared with the market capitalisation (4) of the Company 9.6 Notes: (1) The net asset value of the Gloucester Disposal is assessed by reference to the market value of the Gloucester Shares, being the weighted average share price of Gloucester Shares on the ASX on 28 January 2010, which is the last trading day of the Gloucester Shares on the ASX prior to the date of this announcement. The net asset value of the Middlemount Disposal is assessed by reference to its net asset value as derived from the consolidated financial statements of the Group for the financial period ended 30 September 2009. (2) Net profits is defined as profit before income tax, minority interest and exceptional items. The figures are based on the Group s net profits as derived from the consolidated financial statements of the Group for the financial period ended 30 September 2009. (3) The consideration for the Disposals comprises the market value of the Acquisition (on the basis that the market value as at 28 January 2010 is higher than the net asset value as derived from the financial results of Macarthur for the financial year ended 30 June 2009). (4) The market capitalisation of the Company is based upon 3,843,932,221 shares in issue as at 28 January 2010 at the volume-weighted average price of US$2.095 per share transacted on 28 January 2010. (5) All figures are based on an exchange rate of A$1.0000:US$0.8142 on 30 June 2009 and A$1.0000:US$0.9037 on 28 January 2010. As the relative figure under Rules 1006 (a) exceeds 20 per cent. as at the date of the December Announcement and the date of this announcement, the Disposals constitute a major transaction as defined in Chapter 10 of the Listing Manual. Accordingly, the Disposals are subject to the approval of Shareholders. 6.2 Acquisition. The relative figures for the Acquisition computed on the bases set out in Rule 1006 as at the date of the December Announcement and the date of this announcement are as follows: 9

(i) As at the December Announcement Rule 1006 Bases Relative Figures (%) (b) Net profits (1) attributable to the Acquisition compared with the Group s net profits 7.0 (c) The aggregate consideration (2) of the Acquisition compared with the market capitalisation of the Company (3) 7.8 Notes: (1) Net profits is defined as profit before income tax, minority interest and exceptional items. The figures are based on Macarthur s net profits as derived from the consolidated financial statements of Macarthur for the year ended 30 June 2009. (2) The consideration for the Acquisition is the sum of the net asset values of the Gloucester Disposal (on the basis that the net asset value is higher than the market value as at 21 December 2009) and the Middlemount Disposal as derived from the consolidated financial statements of the Group for the financial period ended 30 September 2009. (3) The market capitalisation of the Company is based upon 3,843,615,234 shares in issue as at 21 December 2009 at the volume-weighted average price of US$2.173 per share transacted on 21 December 2009. (4) All figures are based on an exchange rate of A$1.0000:US$0.8142 on 30 June 2009 and A$1.0000:US$0.8845 on 21 December 2009. (ii) As at 28 January 2010 Rule 1006 Bases Relative Figures (%) (b) Net profits (1) attributable to the Acquisition compared with the Group s net profits 7.0 (c) The aggregate consideration (2) of the Acquisition compared with the market capitalisation of the Company (3) 8.1 Notes: (1) Net profits is defined as profit before income tax, minority interest and exceptional items. The 10

figures are based on Macarthur s net profits as derived from the consolidated financial statements of Macarthur for the year ended 30 June 2009. (2) The consideration for the Acquisition is the sum of the market value of the Gloucester Disposal (on the basis that the market value is higher than the net asset value as at 28 January 2010) and the net asset value of the Middlemount Disposal as derived from the consolidated financial statements of the Group for the financial period ended 30 September 2009 (3) The market capitalisation of the Company is based upon 3,843,932,221 shares in issue as at 28 January 2010 at the volume-weighted average price of US$2.095 per share transacted on 28 January 2010. (4) All figures are based on an exchange rate of A$1.0000:US$0.8142 on 30 June 2009 and A$1.0000:US$0.9037 on 28 January 2010. As the relative figures under Rules 1006 (b) and (c) do not exceed 20 per cent., the Acquisition is not a major transaction as defined in Chapter 10 of the Listing Manual. However, as the Disposals and the Acquisition are part of the same transaction, Shareholders approval will be sought for the Transactions. 6.3 EGM. A circular to Shareholders (the Circular ) setting out information on the Transactions, together with a notice of the extraordinary general meeting to be convened, will be dispatched to Shareholders in due course. In the meantime, Shareholders are advised to refrain from taking any action in relation to their shares in the Company which may be prejudicial to their interests until they or their advisers have considered the information and the recommendations to be set out in the Circular. 7. FURTHER INFORMATION 7.1 Directors Service Contracts. No person is proposed to be appointed as a director of the Company in connection with the Transactions. Accordingly no service contract is proposed to be entered into between the Company and any such person. 7.2 Interests of Directors and Substantial Shareholders. None of the Directors or substantial shareholders of the Company has any interest, direct or indirect, in the Transactions. 7.3 Documents for Inspection. Copies of the Middlemount Share Sale Deed, the Royalty Reduction Deed and the Call Option Cancellation Deed are available for inspection during normal business hours at the registered office of the Company at 18th Floor, MassMutual Tower, 38 Gloucester Road, Hong Kong for a period of three months commencing from the date of this announcement. NOBLE GROUP LIMITED 29 January 2010 11

About Noble Noble Group (SGX: N21) is a market leader in managing the global supply chain of agricultural, industrial and energy products. The Group operates from over 100 offices in more than 40 countries, serving 4000+ customers. Noble manages a diversified portfolio of essential raw materials, integrating the sourcing, marketing, processing, financing and transportation. With 2008 annual revenues exceeding US$36 billion, Noble owns and manages an array of strategic assets, sourcing from low cost producers such as Brazil, Argentina, Australia and Indonesia and supplying to high growth demand markets including China, India and the Middle East. Today, Noble has interests in grain crushing facilities, coal and iron ore mines, fuel terminals and storage facilities, sugar and ethanol plants, vessels, ports and other infrastructure to ensure high quality products are delivered in the most efficient and timely manner to its customers. In late 2009, Noble Group was honored at the DHL SCMP Hong Kong Business Awards by winning the coveted International Award. During the year, Noble ranked #218 on the Fortune Global 500 and achieved "Investment Grade" ratings (Baa3) from Moody's Investors Service and (BBB-) from Standard & Poor's, complementing its initial "Investment Grade" rating (BBB-) from Fitch the previous year. In addition, Noble appears on the Forbes Global 2000 and Forbes Fab 50 lists of leading companies. Noble Group is among the 30 securities listed on the Straits Times Index. For further details please contact: Mr. Stephen Brown Noble Group Limited Tel: +852 2250 2060 Fax: +852 2861 0018 Email: stephenbrown@thisisnoble.com Mr. Brad Smolar Smolar Limited Tel: +852 6339 3396 Fax: +852 2573 2473 Email: reputation@smolar.com 12