Director's irrevocable undertaking

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(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
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 and 36: activities consistent with their re
Page 37 and 38: APPENDIX 1 CONDITIONS TO AND CERTAI
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: (viii) entered into, varied or auth
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

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