Director's irrevocable undertaking

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):
4.4.1 in relation to, or operating by reference to, Cove Shares; or
4.4.2 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 o£
5.1.1 the Existing Cove Shares;
5.1.2 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 43); and
5.1.3 any other shares attributable to or deriving from the shares referred to in 5.1.1
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-2984485-v5 -2- 70-40498339

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:
5.4.1 to accept any proposals in respect of the Options made by Shell Bidco which
comply with the requirements of the Code; or
5.4.2 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 5.
7. 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-2984485-v5 _ 3 _ 7040498339

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:
11.1.1 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
11.1.2 the Offer lapses or is withdrawn.
11.2 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
2006. In the event that it is so implemented, I confirm and agree that this Undertaking
UK-2984485-v5 -4- 70-40498339

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
12.3.1 attending and voting in person; or
12.3.2 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.
13.1 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.
13.2 All times and dates referred to in this Undertaking shall be references to dates and
times in London, England.
13.3 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.
13.4 i agree that damages would not be an adequate remedy far breach of rnis Undertaking.
13.5 In this Undertaking references to:
13.5.1 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;
13.5.2 "dealing", "offer period" and "business day" shall be interpreted in
accordance with the Code; and
UK-2984485-v5 -5- 70 -40498339

13.5.3 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-2984485-v5 -6- 70-44498339

SCHEDULEI
EXISTING COVE SHARES'
1 2 3
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#
2,797,579 Pershing Securities International Ltd John Craven
# 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-2984485-v5 -7- 7040498339

SCHEDULE 2
OPTIONS
A. Unapproved Executive Share Option Scheme
No. of Options Date of grant Exercise Period Exercise price
2,600,000 ordinary shares 05/10/2009 05/10/2010 to 0.20
04/10/2016
1,950,000 ordinary shares 05/10/2009 05/07/2011 to £0.20
04/10/2016
1,950,000 ordinary shares 05/10/2009 05/04/2012 to 0.20
04/10/2016
700,000 ordinary shares 23/12/2010 23/12/2013 to £0.9375
22/12/2017
500,000 ordinary shares 07/10/2011 07/10/2014 to £0.78625
06/10/2018
B. Unapproved Share Option Scheme
No. of Options Date of grant Exercise Period Exercise price
N/A N/A N/A N/A
UK-2984485-v5 -8- 70-40498339

SCHEDULES
DRAFT PRESS ANNOUNCEMENT
9- 70-40498339

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 £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 112.5 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 154.5 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
1

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 2012. 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
4.35 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

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 Blaba, 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
www.shell.com/home/content/investor/ and Cove's website at www.cove-energy.com by no
later than 12 noon on 25 April 2012.

Enquiries
Shell
Shell Media Relations +44 207 934 5550
+3170 377 8750
Shell Investor Relations
Europe +3170 377 3996
United States +1713 241 2069
Morgan Stanley & Co. Limited (Financial adviser to Shell Bidco) +44 207 425 8000
Michael O'Dwyer
Zan Hart
Andrew Foster
Cove
Michael Blaha - Executive Chairman +44 20 3008 5260
John Craven - CEO +353 1 662 4351
Michael Nolan -Finance Director +353 1 662 4351
Standard Chartered (Financial adviser to Cove) +44 20 7885 8888
Amer Baig
Geraldine Murphy
Rob Tims
Hein Pieter Boers
Aditya Yadav
Cenkos Securities plc (Nominated adviser and broker to Cove)
Jon Fitzpatrick +44 20 7397 8900
Ken Fleming +44 13 1220 6939

Joe Nally (Corporate Broking) +44 20 7397 8900
FTI Consulting (Cove Media Relations) +44 20 7831 3113
Billy Clegg
Edward Westropp
5

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 andlor 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

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,
internst 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 andlor 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 far 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.
7

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" '
frestimate", "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
w ww. shell. comfin vesto r and www.sec. .2ov ). These factors also should be considered by the
reader. Each forward-looking statement speaks only as of the date of this announcement, 24
April 2012. 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 1-32575, available on the SEC
website www.sec.gov. You can also obtain these forms from the SEC by calling 1-800-SEC-
0330.
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

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

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,
www.londonstockexchan e.conz
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 8.3(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.

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.thetakeoverpanel .org.uk, 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)20 7638 0129.
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
w^yw.shell.coi??Ihonze%ontent/investor/ and Cove's website at www.cove -energy.com by no
later than 12 noon on 25 April 2012.

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 of412.5 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 154.5 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,
regasification 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 forlwith 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-tei-ni 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 H.
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.

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 2012. 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 arrangement 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.

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 l (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.

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.

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.
14. 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 2013.
Kenya Offshore: Cove has a 10 per cent. working interest in blocks L5, L7, Ll 1A, 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 2012.
Cove also has a 25 per cent. working interest in offshore blocks L10A 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 16.38 per cent. interest in production operations and 20.475 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 1 Block through
the termination by Wentworth of a profit petroleum royalty interest of 4.95 per cent.
over Cove's Rovuma Area 1 Interest;
a 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.

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 June 2011, Cove made a net loss of
US $1,259,000.
11. Assistance of Cove in relation to required approvals
Cove has agreed to assist Shell Bideo 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 £1,120 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

(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 GB0034353531.
Enquiries
Shell
Shell Media Relations +44 207 934 5550
+3170 377 8750
Shell Investor Relations
Europe +3170 377 3996
United States +1713 241 2069
Morgan Stanley & Co. Limited (Financial adviser to Shell Bidco) +44 207 425 8000
Michael O'Dwyer
Ian Hart
Andrew Foster
Cove

Michael Blaha - Executive Chairman +44 20 3008 5260
John Craven - CEO +353 1 662 4351
Michael Nolan -Finance Director +353 1 662 4351
Standard Chartered (Financial adviser to Cove) +44 20 7885 8888
Amer Baig
Geraldine Murphy
Rob Tims
Hein Pieter Boers
Aditya Yadav
Cenkos Securities plc (Nominated adviser and broker to Cove)
Jon Fitzpatrick +44 20 7397 8900
Ken Fleming +44 13 1220 6939
Joe Nally (Corporate Broking) +44 20 7397 8900
FTI Consulting (Cove Media Relations) +44 20 7831 3113
Billy Clegg
Edward Westropp

Het oorspronkelijk hart rondom het Marktplein en richting
Kerkstraat verliest steeds meer terrein. Verspreid in deze
omgeving en aan de historische lintwegen is nog detailhandel
en bedrijvigheid te vinden. Zo ook de maatschappelijke voorzieningen
aan de Oude Eerbeekseweg, zoals het gemeentehuis,
brandweer, school en begraafplaats. De bebouwing van
de voorzieningen en nieuwbouwcomplexen rondom Graaf
van Limburg Stirumplein en Ambachtstraat hebben een afwijkende
korrelgrootte en bouwkenmerken. Het hart van het
centrum wordt gekenmerkt door historische bebouwing.
Daarnaast zijn langs de belangrijkste uitvalswegen in de
tweede helft van de 19e eeuw veel grote villa’s en prominente
landhuizen gebouwd. De villa’s hebben opmerkelijk
hoge verdiepingen. Langs de lintwegen is in de loop van de
jaren sterk verdicht, maar het statige beeld is gebleven. Verschillende
jaren ’30 woningen sieren het beeld.
In het overgrote deel van het deelgebied heeft de bebouwing
een sterk individueel karakter. Zij bestaat voornamelijk uit
individuele panden. De grootschalige verzorgingscomplexen
vormen autonome objecten. De individuele bebouwing staat
op sommige plekken nog steeds ver van elkaar en worden
geflankeerd door brede en diepe voortuinen. Andere plekken
nabij het centrum, zijn sterk verdicht omdat de panden dicht
op elkaar staan of zelfs gesloten bebouwingswanden vormen.
De bebouwing is straatgericht en heeft een verspringende
rooilijn.
De pandsgewijs gegroeide bebouwing aan de historische lintwegen bestaat uit 1 – 2 lagen
met kap. Hetzelfde geldt voor de nieuwe enclaves vrijstaande woningen die achter
de linten zijn ontstaan en veelal rondom een doodlopend, besloten straatje zijn gesitueerd.
De bebouwing is pluriform en sluit niet aan op de traditionele bouwkenmerken en
het overheersende historiserende beeld van het centrum. In de jaren ’50 is, in het oostelijk
deel van het deelgebied, strokenbouw gerealiseerd. De bebouwing bestaat in dit gebied
uit 1 – 1,5 laag met kap (zadeldak) en meest rijwoningen gecombineerd met enkele
tweekappers. Op het terrein tussen de Zutphensestraat en Schoolstraat wordt recentelijk
nieuwbouw ontwikkeld. Hier was voorheen een autobedrijf gevestigd. Het betreffen vrijstaande
woningen, twee-onder-één-kap en geschakelde woningen.
Hoofdstuk 2 25

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 theirjurisdiction 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.

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
www.shell..comfinvestor and www.sec.Rov ). These factors also should be considered by the
reader. Each forward-looking statement speaks only as of the date of this announcement, 24
April 2012. 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 1-32575, available on the SEC
website www.see.gov. You can also obtain these forms from the SEC by calling 1-800-SEC-
0330.
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

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

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,
www.londonstockexclian e.cotn.
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
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 Positron 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 8.3(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.

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.thetakeoverpanel . org.uk, 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)20 7638 0129.
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
wvvw.shell.con?/home%ontent/inyestor/ and Cove's website at www.coye-energy.com by no
later than 12 noon on 25 April 2012.

APPENDIX 1
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER
The Offer, which will be made by Shell Bidco, 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 subject to the terms and conditions set out in the Offer
Document and related Form of Acceptance.
1. Conditions to the Offer
The Offer will be subject to the following conditions:
Acceptance Condition
(a) valid acceptances of the Offer being received (and not, where permitted,
withdrawn) by no later than 1.00 p.m. (London time) on the First Closing Date
(or such later time(s) and/or date(s) as Shell Bidco may, in accordance with
the Takeover Code or with the consent of the Panel, decide) in respect of not
less than 90 per cent. (or such lesser percentage as Shell Bidco may decide) of
the Cove Shares to which the Offer relates and of the voting rights attached to
those shares, provided that this condition will not be satisfied unless Shell
Bidco and/or any member of the Shell Group shall have acquired or agreed to
acquire (whether pursuant to the Offer or otherwise) Cove Shares carrying in
aggregate more than 50 per cent. of the voting rights then normally exercisable
at a general meeting of Cove, including for this purpose (except to the extent
otherwise agreed by the Panel) any such voting rights attaching to Cove
Shares that are unconditionally allotted or issued before the Offer becomes or
is declared unconditional as to acceptances whether pursuant to the exercise of
any outstanding subscription or conversion rights or otherwise.
For the purposes of this condition:
{i}
Cove Shares which have been unconditionally allotted shall be deemed
to carry the voting rights they will carry upon issue; and
(ii) the expression "Cove Shares to which the Offer relates" shall be
construed in accordance with Chapter 3 of Part 28 of the 2006 Act;
Mozambique Condition
(b)
the receipt of written consent of the Republic of Mozambique's Minister of
Mineral Resources (or through one or more delegated representatives) as
required under Article 24.1 of the Mozambique EPC, 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;
Title to Rovuma Area 1 Interest
(c)
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;
Other Third Party clearances
(d) no central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, administrative, fiscal or
investigative body, court, trade agency, association, institution, environmental
body, employee representative body or any other body or person whatsoever
in any jurisdiction (each a "Third Party") having decided to take, institute,
implement or threaten any action, proceeding, suit, investigation, enquiry or
reference, or having required any action to be taken or otherwise having done
anything or having enacted, made or proposed any statute, regulation,
decision, order or change to published practice and there not continuing to be
outstanding any statute, regulation, decision or order which would or might
reasonably be expected to:
(i) make the Offer, its implementation or the acquisition or proposed
acquisition of any shares or other securities in, or control or
management of, any member of the Wider Cove Group by any member
of the Wider Shell Group void, illegal and/or unenforceable under the
laws of any relevant jurisdiction, or otherwise directly or indirectly
prevent, prohibit, or materially restrain, restrict, impede, challenge or
delay the implementation (in each case to an extent which is material
in the context of the Wider Cove Group) of, or impose additional
material conditions -or obligations with respect to, the Offer or the
acquisition of any shares or other securities in, or control or
management of Cove by any member of the Wider Shell Group or
require amendment of the Offer;
(ii) require, prevent or materially delay the divestiture or materially alter
the terms envisaged for such divestiture by any member of the Wider
Shell Group or by any member of the Wider Cove Group of all or any
part of their businesses, assets or property or impose any limitation on
the ability of all or any of them to conduct their businesses (or any part
thereof) or to own, control or manage any of their assets or properties
(or any part thereof) to an extent which is material in the context of the
Wider Cove Group taken as a whole or the Shell Group taken as a
whole in the content of the Offer (as the case may be);
impose any material limitation on, or result in a material delay in, the
ability of any member of the Wider Shell Group directly or indirectly
to acquire or hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in Cove (or any
member of the Wider Cove Group) or on the ability of any member of
the Wider Cove Group or any member of the Wider Shell Group
directly or indirectly to hold or exercise effectively any rights of
ownership in respect of shares or other securities (or the equivalent) in,
or to exercise management control over, any member of the Wider
Cove Group to an extent which is material in the context of the Wider

Cove Group taken as a whole or the Shell Group taken as a whole in
the context of the Offer (as the case may be);
(iv) other than pursuant to the implementation of the Offer, require any
member of the Wider Shell Group or the Wider Cove Group to acquire
or offer to acquire any shares, other securities (or the equivalent) or
interest in any member of the Wider Cove Group or any asset owned
by any third party which is material in the context of the Wider Cove
Group or the Wider Shell Group, in either case taken as a whole;
(v) require, prevent or materially delay a divestiture by any member of the
Wider Shell Group of any shares or other securities (or the equivalent)
in any member of the Wider Cove Group;
(vi) result in any member of the Wider Cove Group ceasing to be able to
carry on business under any name under which it presently carries on
business to an extent which is material in the context of the Wider
Cove Group taken as a whole or in the context of the Offer;
(vii) impose any limitation on the ability of any member of the Wider Shell
Group or any member of the Wider Cove Group to conduct, integrate
or co-ordinate all or any part of their respective businesses with all or
any part of the business of any other member of the Wider Shell Group
and/or the Wider Cove Group in a manner which is materially adverse
to the Wider Shell Group and/or the Wider Cove Group, in either case,
taken as a whole or in the context of the Offer; or
(viii) except as Disclosed, otherwise affect the business, assets, value,
profits, prospects or operational performance of any member of the
Wider Cove Group or any member of the Wider Shell Group in each
case in a manner which is adverse to and material in the context of the
Wider Cove Group taken as a whole or of the obligations of any
members of the Wider Shell Group taken as a whole in connection
with the Offer;
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation, enquiry
or reference or take any other step under the laws of any jurisdiction in respect
of the Offer or the acquisition or proposed acquisition of any Cove Shares or
otherwise intervene having expired, lapsed, or been terminated;
(e) all notifications, filings or applications which are necessary or deemed by
Shell Bidco (acting reasonably) to be necessary having been made in
connection with the Offer and all necessary waiting and other time periods
(including any extensions thereof) under any applicable legislation or
regulation of any jurisdiction having expired, lapsed or been terminated (as
appropriate) and all statutory and regulatory obligations in any jurisdiction
having been complied with and all Authorisations which are necessary or
deemed by Shell Bidco (acting reasonably) to be necessary in any jurisdiction
for or in respect of the Offer or the acquisition or the proposed acquisition of

any shares or other securities in, or control of, Cove by any member of the
Wider Shell Group having been obtained in terms and in a form reasonably
satisfactory to Shell Bidco from all appropriate Third Parties or (without
prejudice to the generality of the foregoing) from any person or bodies with
whom any member of the Wider Cove Group or the Wider Shell Group has
entered into contractual arrangements and all such Authorisations which are
necessary or deemed by Shell Bidco (acting reasonably) to be necessary to
carry on the business of any member of the Wider Cove Group in any
jurisdiction having been obtained in each case where the direct consequence of
a failure to make such notification or filing or to wait for the expiry, lapse or
termination of any such waiting or other time period or to comply with such
obligation or obtain such Authorisation would be unlawful in any relevant
jurisdiction or have a material adverse effect on the Wider Cove Group, any
member of the Shell Group or the ability of Shell Bidco to implement the
Offer and all such Authorisations remaining in full force and effect at the time
at which the Offer becomes otherwise wholly unconditional and there being
no notice or intimation of an intention to revoke, suspend, restrict, modify or
not to renew such Authorisations;
(f}
no temporary restraining order, preliminary or permanent injunction,
preliminary or permanent enjoinment, or other order threatened or issued and
being in effect by a court or other Third Party which has the effect of making
the Offer or any acquisition or proposed acquisition of any shares or other
securities or control or management of, any member of the Wider Cove Group
by any member of the Wider Shell Group, or the implementation of either of
them, void, voidable, illegal and/or unenforceable under the laws of any
relevant jurisdiction, or otherwise directly or indirectly prohibiting,
preventing, restraining, restricting, materially delaying or otherwise matetally
interfering with the consummation or the approval of the Offer or any matter
arising from the proposed acquisition of any shares or other securities in, or
control or management of, any member of the Wider Cove Group by any
member of the Wider Shell Group;
Confirmation of absence of adverse circumstances
(g)
except as Disclosed, there being no provision of any arrangement, agreement,
licence, permit, franchise, lease or other instrument to which any member of
the Wider Cove Group is a party or by or to which any such member or any of
its assets is or may be bound or be subject or any event or circumstance which,
as a consequence of the Offer or the acquisition or the proposed acquisition by
any member of the Wider Shell Group of any shares or other securities in
Cove or because of a change in the control or management of any member of
the Wider Cove Group or otherwise, would or might reasonably be expected
to result in, in each case to an extent which is material in the context of the
Wider Cove Group taken as a whole or to the obligations of any member of
the Shell Group in connection with the Offer:
(1) any monies borrowed by, or any other indebtedness, actual or
contingent, or any grant available to any member of the Wider Cove
Group being or becoming repayable, or capable of being declared
repayable, immediately or prior to its or their stated maturity date or

epayment date, or the ability of any such member to borrow monies or
incur any indebtedness being withdrawn or inhibited or being capable
of becoming or being withdrawn or inhibited;
(ii) the rights, liabilities, obligations, interests or business of any member
of the Wider Cove Group or any member of the Wider Shell Group
under any such arrangement, agreement, licence, permit, lease or
instrument or the interests or business of any member of the Wider
Cove Group or any member of the Wider Shell Group in or with any
other firm or company or body or person (or any agreement or
arrangement relating to any such business or interests) being or likely
to become terminated or adversely modified or affected or any onerous
obligation or liability arising or any adverse action being taken
thereunder;
(iii) any member of the Wider Cove Group ceasing to be able to carry on
business under any name under which it presently carries on business
to an extent which is material in the context of the Wider Cove Group
taken as a whole;
(iv) any assets or interests of, or any asset the use of which is enjoyed by,
any member of the Wider Cove Group being or falling to be disposed
of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged or could cease
to be available to any member of the Wider Cove Group otherwise
than in the ordinary course of business;
(v) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of
any member of the Wider Cove Group or any mortgage, charge or
other security interest (whenever created, arising or having arisen),
becoming enforceable;
(vi) the business, assets, value, financial or trading position, profits,
prospects or operational performance of any member of the Wider
Cove Group being prejudiced or adversely affected;
(vii) the creation or acceleration of any liability (actual or contingent) by
any member of the Wider Cove Group; or
(viii) any liability of any member of the Wider Cove Group to make any
severance, termination, bonus or other payment to any of its directors
or other officers;
No material transactions , claims or changes in the conduct of the business of the
Cove Group
(h) except as Disclosed, no member of the Wider Cove Group having since 31
December 2010:

(i)
save as between Cove and its wholly-owned subsidiaries or between
such wholly-owned subsidiaries and save for the issue of Cove Shares
on the exercise of options granted before 24 April 2012 in the ordinary
course, issued or agreed to issue or authorised or proposed the issue of
additional shares of any class, or securities or securities convertible
into, or exchangeable for, or rights, warrants or options to subscribe for
or acquire, any such shares or convertible securities;
(ii) recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution
(whether payable in cash or otherwise) other than to Cove or one of its
wholly-owned subsidiaries;
save as between Cove and its wholly-owned subsidiaries or between
such wholly-owned subsidiaries, merged with (by statutory merger or
otherwise) or demerged from or acquired any body corporate,
partnership or business or acquired or disposed of, or, other than in the
ordinary course of business, transferred, mortgaged or charged or
created any security interest over, any assets or any right, title or
interest in any asset (including shares and trade investments) or
authorised, proposed or announced any intention to do so;
(iv) save as between Cove and its wholly-owned subsidiaries or between
such wholly-owned subsidiaries, made, authorised, proposed or
announced an intention to propose any change in its loan capital;
(v) issued, authorised or proposed the issue of any debentures or (save in
the ordinary course of business and save as between Cove and its
wholly-owned subsidiaries or between such wholly-owned
subsidiaries) incurred or increased any indebtedness or become subject
to any contingent liability to an extent which is material in the context
of the Wider Cove Group or in the context of the Offer;
(vi) entered into, varied, authorised or proposed entry into or variation of,
or announced its intention to enter into or vary, any contract,
transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise): (a) which is of a long term, unusual or
onerous nature; or (b) which involves or could reasonably be expected
to involve an obligation of a nature or magnitude which is, in any such
case, material in the context of the Wider Cove Group or in the context
of the Offer; or (c) which is or is reasonably likely to be restrictive on
the business of any member of the Wider Cove Group to an extent
which is or is reasonably likely to be material to the Wider Cove
Group taken as a whole or in the context of the Offer;
(vii) entered into any licence or other disposal of intellectual property rights
of any member of the Wider Cove Group which are material in the
context of the Wider Cove Group and outside the normal course of
business;

(viii) entered into, varied or authorised or proposed entry into or variation of,
or announced its intention to enter into or vary the terms of or made
any offer (which remains open for acceptance) to enter into or vary the
terms of, any contract, commitment, arrangement or any service
agreement with any, director or senior executive of the Wider Cove
Group save for salary increases, bonuses or variations of terms in the
ordinary course;
(ix) proposed, agreed to provide or modified in any material respect the
terms of any share option scheme, incentive scheme, or other benefit
relating to the employment or termination of employment of any
employee of the Wider Cove Group which, taken as a whole, are
material in the context of the Wider Cove Group taken as a whole;
(x) implemented or effected, or authorised, proposed or announced its
intention to implement or effect, any joint venture, asset or profit
sharing arrangement, partnership, composition, assignment,
reconstruction, amalgamation, commitment, scheme or other
transaction or arrangement (other than the Offer) which is material in
the context of the Wider Cove Group taken as a whole or in the context
of the Offer;
(xi) purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced or,
save in respect of the matters mentioned in sub-paragraph (i) above,
made any other change to any part of its share capital;
(xii) waived, compromised or settled any claim otherwise than in the
ordinary course of business which is material in the context of the
Wider Cove Group taken as a whole or in the context of the Offer;
(xiii) made any material alteration to its articles of association or other
constitutional documents;
(xiv) (other than in respect of a member which is dormant and was solvent at
the relevant time) taken or proposed any steps, corporate action or had
any legal proceedings instituted or threatened against it in relation to
the suspension of payments, a moratorium of any indebtedness, its
winding-up (voluntary or otherwise), dissolution, reorganisation or for
the appointment of any administrator, receiver, manager,
administrative receiver, trustee or similar officer of all or any of its
assets or revenues or any analogous proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction or had any such
person appointed;
(xv) been unable , or admitted in writing that it is unable, to pay its debts or
commenced negotiations with one or more of its creditors with a view
to rescheduling or restructuring any of its indebtedness , or having
stopped or suspended (or threatened to stop or suspend ) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;

(xvi) entered into any contract, commitment, agreement or arrangement
otherwise than in the ordinary course of business or passed any
resolution or made any offer (which remains open for acceptance) with
respect to or announced an intention to, or to propose to, effect any of
the transactions, matters or events referred to in this condition; or
(xvii) terminated or varied the terms of any agreement or arrangement
between any member of the Wider Cove Group and any other person
in a manner which would or might be expected to have a material
adverse effect on the financial position of the Wider Cove Group taken
as a whole;
No material adverse change
(i) since 31 December 2010, and except as Disclosed;
(i)
there having been no adverse change and no circumstance having
arisen which would reasonably be expected to result in any adverse
change or deterioration in the business, assets, value, financial or
trading position, profits, prospects or operational performance of any
member of the Wider Cove Group to an extent which is material to the
Wider Cove Group taken as a whole or in the context of the Offer or in
the obligations of any member of the Shell Group in connection with
the Offer;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened, announced or instituted by or
against or remaining outstanding against any member of the Wider
Cove Group or to which any member of the Wider Cove Group is or
may become a party (whether as claimant or defendant or otherwise)
and no enquiry, review, investigation or enforcement proceedings by,
or complaint or reference to, any Third Party against or in respect of
any member of the Wider Cove Group having been threatened,
announced or instituted by or against, or remaining outstanding in
respect of, any member of the Wider Cove Group which, in any such
case, might reasonably be expected to have a material adverse effect on
the Wider Cove Group taken as a whole or in the context of the Offer;
(iii) no contingent or other liability having arisen, increased or become
apparent which is reasonably likely to adversely affect the business,
assets, financial or trading position, profits, prospects or operational
performance of any member of the Wider Cove Group to an extent
which is material to the Wider Cove Group taken as a whole or in the
context of the Offer; and
(iv) no steps having been taken and no omissions having been made which
are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of the
Wider Cove Group, which is necessary for the proper carrying on of its
business and the withdrawal, cancellation, termination or modification

of which is material and likely to have an adverse effect on the Cove
Group taken as a whole or in the context of the Offer;
U )
since 31 December 2010, and except as Disclosed, Shell Bidco not having
discovered:
(i)
that any financial, business or other information concerning the Wider
Cove Group publicly announced or disclosed to any member of the
Wider Shell Group at any time by or on behalf of any member of the
Wider Cove Group is misleading, contains a misrepresentation of fact
or omits to state a fact necessary to make that information not
misleading and which is, in any case, material in the context of the
Wider Cove Group taken as a whole or in the context of the Offer;
(ii) that any member of the Wider Cove Group is subject to any liability,
contingent or otherwise, which is not disclosed in the Annual Report
and Accounts or Interim Results of Cove, and which is material in the
context of the Wider Cove Group or in the context of the Offer; or
(iii) any information which affects the import of any information disclosed
to Shell Bidco at any time by or on behalf of any member of the Wider
Cove Group which is material in the context of the Wider Cove Group;
Environmental and other issues
(k) except as Disclosed, Shell Bidco not having discovered that:
Environmental liabilities
(i)
any past or present member of the Wider Cove Group has not complied
in any material respect with all applicable legislation or regulations of
any jurisdiction or any Authorisations relating to the storage, carriage,
disposal, discharge, spillage, leak or emission of any waste or
hazardous substance or any substance likely to impair the environment
(including property) or harm human health or otherwise relating to
environmental matters or the health and safety of humans, which
non-compliance would be likely to give rise to any material liability
including any penalty for non-compliance (whether actual or
contingent) on the part of any member of the Wider Cove Group; or
(ii) there has been a disposal, discharge, spillage, accumulation, leak,
emission, release or the migration, production, supply, treatment,
storage, transport or use of any waste or hazardous substance or any
substance likely to impair the environment (including any property) or
harm human health which (whether or not giving rise to
non-compliance with any law or regulation) would be likely to give
rise to any material liability (whether actual or contingent) on the part
of any member of the Wider Cove Group; or
(iii) there is or is reasonably likely to be any liability (whether actual or
contingent) or requirement to make good, remediate, repair, re-instate

or clean up any property or asset currently or previously owned,
occupied or made use of by any past or present member of the Wider
Cove Group (or on its behalf), or in which any such member may have
or previously have had or be deemed to have had an interest, under any
environmental legislation, common law, regulation, notice, circular,
Authorisation, other legally binding requirement or order of any Third
Party or to contribute to the cost thereof or associated therewith or
indemnify any person in relation thereto in any such case to an extent
which is material in the context of the Wider Cove Group; or
(iv) circumstances exist (whether as a result of the Offer or otherwise)
which would be reasonably likely to lead to any Third Party instituting,
or whereby any member of the Wider Shell Group or any present or
past member of the Wider Cove Group would be likely to be required
to institute, an environmental audit or take any other steps which
would in any such case be reasonably likely to result in any liability
(whether actual or contingent) to improve, modify existing or install
new plant, machinery or equipment or carry out changes in the
processes currently carried out or make good, remediate, repair,
re-instate or clean up any land or other asset currently or previously
owned, occupied or made use of by any past or present member of the
Wider Cove Group (or on its behalf) or by any person for which a
member of the Wider Cove Group is or has been responsible, or in
which any such member may have or previously have had or be
deemed to have had an interest which is material in the context of the
Wider Cove Group; or
(v) circumstances exist whereby a person or class of persons would be
likely to have any claim or claims in respect of any product or process
of manufacture or materials used therein currently or previously
manufactured, sold or carried out by any past or present member of the
Wider Cove Group which claim or claims would be likely, materially
and adversely, to affect any member of the Wider Cove Group and
which is material in the context of the Cove Group;
Anti-corruption
(vi) any member of the Wider Cove Group or any person that performs or
has performed services for or on behalf of any such company is or has
at any time engaged in any activity, practice or conduct which would
constitute an offence under the Bribery Act 2010 or any other
applicable anti-corruption legislation;
(vii) any member of the Wider Cove Group is ineligible to be awarded any
contract or business under section 23 of the Public Contracts
Regulations 2006 or section 26 of the Utilities Contracts
Regulations 2006 (each as amended); or

No criminal property
(viii) any asset of any member of the Wider Cove Group constitutes criminal
property as defined by section 340(3) of the Proceeds of Crime
Act 2002 (but disregarding paragraph (b) of that definition).
2. Waiver of Conditions
Shell Bidco reserves the right to waive in whole or in part all or any of conditions (b)
to (k) (inclusive). Conditions (b) to (k) inclusive must be satisfied as at, or waived
(where possible) on or before, midnight on the 21St day after the later of the First
Closing Date and the date on which condition (a) is fulfilled (or, in each case, such
later date as the Panel may agree).
Shell Bidco shall be under no obligation to waive or determine to be, or treat as,
fulfilled, any of conditions (b) to (k) inclusive by a date earlier than the date specified
above for the fulfilment thereof notwithstanding that the other conditions of the Offer
may at such earlier date have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such conditions may not be capable of
fulfilment. In any event, all of the conditions to the Offer must be satisfied as at, or
waived (where possible) on or before midnight on the 81St day following the date on
which the Offer Document is published or such other date as may be agreed with the
Panel.
If Shell Bidco is required by the Panel to make an offer for Cove Shares under the
provisions of Rule 9 of the Takeover Code, Shell Bidco may make such alterations to
the terms and conditions of the Offer as are necessary to comply with the provisions
of that Rule.
3. Further Terms of the Offer
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 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.

APPENDIX 2
SOURCES AND BASES OF INFORMATION
Unless otherwise stated in this announcement:
1. the value attributed to the fully diluted issued share capital of Cove is based on
490,995,300 Cove Shares in issue and 17,917,647 Cove Shares being subject to
options under the Cove Share Option Schemes, in each case as at 23 April 2012,
being the last Business Day prior to the publication of this announcement;
2. unless otherwise stated, the financial information relating to Shell is extracted or
derived (without any adjustment) from the audited consolidated financial statements
of Shell for the relevant years, prepared in accordance with IFRS; and
3. unless otherwise stated, the financial information relating to Cove is extracted or
derived (without any adjustment) from the audited consolidated financial statements
of Cove for the relevant years and the Interim Results, prepared in accordance with
IFRS;
4. unless otherwise stated, all prices for Cove Shares have been derived from the Daily
Official List and represent Closing prices on the relevant date(s).

APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS TO ACCEPT THE OFFER
1. Cove Directors
The following Cove Directors have given irrevocable undertakings to accept (or
procure acceptance of the Offer) in respect of their own beneficial holdings (or those
of their family members and related trusts) of Cove Shares in respect of a total of
4,684,179 issued Cove Shares representing, in aggregate, approximately 0.95 per cent.
of the existing issued share capital of Cove, comprised as follows:
Name
Total Number of
Cove Shares
Percentage of existing
issued share capital (%)
Michael Blaha 450,000 0.09
John Craven 2,797,579 0.57
Michael Nolan 1,360,000 0.28
Frank H Moxon 57,100 0.01
Stephen Staley 9,500 0.00
Anthony Golding 10,000 0.00
The following Cove Directors have given irrevocable undertakings 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, comprised as follows:
Name Total Number of Percentage of fully
Cove Shares under option diluted issued share
capital (%)
Michael Blaha 7,700,000 1.51
John Craven 7,700,000 1.51
Michael Nolan 2,217,647 0.44
Accordingly, Shell Bidco has received irrevocable undertakings from Cove Directors
in respect of a total of 4,684,179 issued Cove Shares and 17,617,647 Cove Shares that
they acquire on the exercise of options, representing in aggregate, approximately 4.38
per cent. of the fully diluted share capital of Cove.
The irrevocable undertakings given by the persons above will continue to be binding
in the event of a higher competing offer.
These irrevocable undertakings will cease to have effect if-.

(a) the Offer Document is not posted to Cove Shareholders within 28 clays (or
such longer period as the Panel may agree) after the date of this
announcement; or
(b) the Offer lapses or is withdrawn.

APPENDIX 4
DEFINITIONS
The following definitions apply throughout this announcement unless the context
otherwise requires:
"2006 Act"
11'1"11
"AIM Rules"
the Companies Act 2006, as amended from time
to time
the market of that name which is operated by the
London Stock Exchange
the rules applicable to companies whose shares
are traded on AIM, published by the London
Stock Exchange as amended from time to time
"Annual Report and Accounts of Cove" the annual report and audited accounts of Cove
for the year ended 31 December 2010
"Authorisations"
"Business Day"
"Cenkos Securities"
"Closing Price"
authorisations, orders, grants, recognitions,
confirmations, consents, licences, clearances,
certificates, permissions or approvals
a day, not being a public holiday, Saturday or
Sunday, on which clearing banks in London are
open for normal business
Cenkos Securities plc, a company incorporated
in England and Wales (registered number
05210733) and having its registered office at
6.7.8 Tokenhouse Yard, London EC2R 7AS
the closing middle market price of a Cove Share
as derived from the Daily Official List on any
particular date
"Combined Group" the Shell Group and the Cove Group following
completion of the Offer
"Conditions"
"Cove"
"Cove Directors"
"Cove Group"
the conditions to the implementation of the
Offer as set out in Appendix 1 to this
announcement
Cove Energy plc
the directors of Cove
Cove, its subsidiaries and its subsidiary
undertakings and where the context permits,
each of them

"Cove Mozambique"
"Cove Share Options"
"Cove Share Option Schemes"
Cove Energy Mozambique Rovuma Offshore
Ltd
the options over Cove Shares granted under the
Cove Share Option Schemes
the Cove Energy plc Unapproved Share Option
Scheme and the Cove Energy plc Unapproved
Executive Share Option Scheme;
"Cove Shareholder(s)" holders of Cove Shares
"Cove Shares"
"Daily Official List"
"Disclosed"
ordinary shares of 1 pence each in the capital of
Cove
means the daily official list of the London Stock
Exchange
disclosed in:
(i) the Annual Report and Accounts of Cove
or the Interim Results;
(ii) any public announcement by or on
behalf of Cove before 5.00 p.m. on 23
April 2012 (by delivery of an
announcement to a Regulatory
Information Service); or
(iii)any documents or information made
available to Shell Bidco and its
professional advisers prior to 23 April
2012, (a) in the electronic data room
established by Cove for the purpose of
its formal sale process or (b) otherwise in
writing
"Financial Services Authority" or FSA" Financial Services Authority or its successor
from time to time
"First Closing Date" the date which is 21 days after the date of
posting of the Offer Document
"Form of Acceptance"
the Form of Acceptance and Authority relating
to the Offer which will be sent to holders of
certificated Cove Shares along with the Offer
Document
"Independent Competing Offer" an offer (as defined in the Takeover Code)
(whether or not on a pre-conditional basis)
which is announced, made or entered into by a
person (other than Shell Bidco) who is not

acting in concert with Shell Bidco (as defined in
the Takeover Code)
"IFRS"
"Interim Results"
"London Stock Exchange"
"Morgan Stanley"
"Mozambique EPC"
international accounting standards and
international financial reporting standards and
interpretations thereof, approved or published by
the International Accounting Standards Board
and adopted by the European Union
the interim results of Cove for the six months
ended 30 June 2011
the London Stock Exchange plc or its successor
from time to time
Morgan Stanley & Co. Limited
the Exploration and Production Concession
Contract between the Government of the
Republic of Mozambique, Anadarko
Mozambique Area 1 Limitada and Empresa
Nacional de Hidrocarbonetos, E.P. dated 20
December 2006 in respect of Mozambique
Rovuma Offshore Area 1 Block to which Cove
Mozambique has acceded pursuant to its
acquisition of the Rovuma Area 1 Interest from
Artumas Group in 2009
"Mozambique Rovuma Offshore Area 1 the Area 1 "Offshore" of the Rovuma Block of
Block" the Republic of Mozambique
"Offer"
the recommended offer to be made by Shell
Bidco to acquire all the Cove Shares on the
terms and subject to the conditions set out in the
Offer Document and the Form of Acceptance
including, where the context so requires, any
subsequent revision, variation, extension or
renewal of such offer and includes any election
available in connection with it
"Offer Document" the document containing and setting out the
terms and conditions of the Offer
"Offer Period" the period commencing on (and including) 5
January 2012 and ending on whichever of the
following dates shall be the latest. (a) 1 p.m. on
the First Closing Date; (ii) the date on which the
Offer lapses; and (iii) the date on which the
Offer becomes or is declared unconditional as to
acceptances

"Offer Price"
"Panel"
"Possible Offer Announcement"
220 pence per Cove Share
the Panel on Takeovers and Mergers
the announcement by Shell Bidco and Cove on
22 February 2012 in relation to a possible offer
by Shell Bidco for the entire issued and to be
issued share capital of Cove
"Regulatory Information Service" any information service authorised from time to
time by the FSA for the purpose of
disseminating regulatory announcements
"Restricted Jurisdiction"
"Ruvuma Area 1 Interest"
"SEC"
"Shell"
"Shell Bidco"
"Shell" and "Shell Group"
any jurisdiction where local laws or regulations
may result in a significant risk of civil,
regulatory or criminal exposure if information
concerning the Offer is sent or made available to
Cove Shareholders in that jurisdiction
Cove Mozambique's 8.5 per cent. participating
interest in the Mozambique Rovuma Offshore
Area 1 Block
the Securities and Exchange Commission of the
United States
Royal Dutch Shell plc
Shell Exploration and Production (XL) B.V.
Shell, its subsidiaries and its subsidiary
undertakings and where the context permits,
each of them
"Standard Chartered" Standard Chartered Bank
"subsidiary", "subsidiary undertaking" shall be construed in accordance with the 2006
and "undertaking" Act
"Takanvpr Coda"
the Takeover Code issued by the Panel on
Takeovers and Mergers , as amended from time
to time
"UK" or "United Kingdom" United Kingdom of Great Britain and Northern
Ireland
"US" or "United States"
the United States of America, its territories and
possessions, any state of the United States of
America, the District of Columbia and all other
areas subject to its jurisdiction

"US Securities Exchange Act" the United States Securities Exchange Act of
1934, as amended
"Wider Cove Group"
"Wider Shell Group"
Cove and associated undertakings and any other
body corporate, partnership, joint venture or
person in which the Cove and such undertakings
(aggregating their interests) have an interest of
more than 20 per cent. of the voting or equity
capital or the equivalent
the Shell Group and associated undertakings and
any other body corporate, partnership, joint
venture or person in which Shell Bidco and such
undertakings (aggregating their interests) have
an interest of more than 20 per cent. of the
voting or equity capital or the equivalent
All times referred to in this announcement are London time unless otherwise stated.
All references to "£", "GBP", "pound", "pence" and "p" are to the lawful currency of the
United Kingdom.
All references to "US dollar" or "US$" are to the lawful currency of the United States.

I understand and confirm that:
(i)
(ii}
this Undertaking is legally binding;
subject to the terms of this Undertaking, I will not be able to withdraw from
the commitment in this Undertaking, nor will I be able to deal in any of the
Shares, or accept any other offer for the Shares; and
(iii) until the Press Announcement is released, the fact that the Offer is under
consideration is inside information and must be treated in the strictest
confidence, breach of which, or any dealing in securities of Shell Bidco or
Cove, could constitute a criminal offence under the insider dealing provisions
of the Criminal Justice Act 1993 and/or behaviour amounting to market abuse
under s.118 of the Financial Services and Markets Act 2000 liable to sanction
by the Financial Services Authority, for example, the imposition of financial
penalties.
Dated: 2 4• April 2012
Signed as a deed by
JOHN CRAVEN
in the presence of:
Signature of witness
Name of witness
Address of witness
'PA -61
r el-
-M 622H
Occupation of witness
UK-2988485-v5 -10- 70.40498339