Director's irrevocable undertaking

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"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.
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 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: acting in concert with Shell Bidco
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Director's irrevocable undertaking

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