Director's irrevocable undertaking

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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following conditions: Acceptance Condition (a) valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the First Closing Date (or such later time(s) and/or date(s) as Shell Bidco may, in accordance with the Takeover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
Page 2 and 3: 4.1 sell, transfer, charge, encumbe
Page 4 and 5: 8.4 except to the extent required u
Page 6 and 7: 13.5.3 the "Offer" shall include an
Page 8 and 9: SCHEDULE 2 OPTIONS A. Unapproved Ex
Page 10 and 11: NOT FOR RELEASE, PUBLICATION OR DIS
Page 12 and 13: circumstances having arisen which m
Page 14 and 15: Joe Nally (Corporate Broking) +44 2
Page 16 and 17: Unless otherwise determined by Shel
Page 18 and 19: differ materially from those sugges
Page 20 and 21: If two or more persons act together
Page 22 and 23: • 42.4 per cent. to the Closing P
Page 24 and 25: 7. Further terms and conditions to
Page 26 and 27: Shell Bidco Shell Bidco is an entit
Page 29 and 30: (b) break fee agreement, details of
Page 31 and 32: Het oorspronkelijk hart rondom het
Page 33 and 34: This announcement contains forward-
Page 35: activities consistent with their re
Page 39 and 40: Cove Group taken as a whole or the
Page 41 and 42: epayment date, or the ability of an
Page 43 and 44: (viii) entered into, varied or auth
Page 45 and 46: of which is material and likely to
Page 47 and 48: No criminal property (viii) any ass
Page 49 and 50: APPENDIX 3 DETAILS OF IRREVOCABLE U
Page 51 and 52: APPENDIX 4 DEFINITIONS The followin
Page 53 and 54: acting in concert with Shell Bidco
Page 55 and 56: "US Securities Exchange Act" the Un

Director's irrevocable undertaking

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