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Recommended Cash Offer by Shell for Cove Energy

April 23, 2012

THE HAGUE, The Netherlands, April 24, 2012 /PRNewswire/ –

– 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

– 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 GBP1,120 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
          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 4.38 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 GBP11,140,147 (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 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 Blaha, 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 http://www.shell.com/home/content/investor and Cove’s website at
http://www.cove-energy.com by no later than 12 noon on 25 April 2012.

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 and/or 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.

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 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 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 23 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
http://www.shell.com/investor and http://www.sec.gov ). 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 http://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 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 lawor 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, http://www.londonstockexchange.com.

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 Rule8.3(a) of the Takeover Code, any person who is interested in onepercent. 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 Rule8.3(a) applies must be
made by no later than 3.30p.m. (London time) on the tenth business day following the
commencement of the Offer Period and, if appropriate, by no later than 3.30p.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 Rule8. 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 http://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 http://www.shell.com/home/content/investor/ [http://www.shell.com/home/content/investor
] and Cove’s website at http://www.cove-energy.com by no later than 12noon on 25
April2012.

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
wholly-owned 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 GBP1,120 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.

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
for/with 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-term 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 II.

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 GBP11,140,147 (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 1(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.

10. 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:

MozambiqueOffshore: 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.

MozambiqueOnshore: 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.

KenyaOffshore: Cove has a 10 per cent. working interest in blocks L5, L7, L11A, 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;
        - 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 Bidco 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 GBP1,120 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 the Panel) within 28 days of this announcement. The Offer Document and Forms of
Acceptance (in respect of Cove Shareholders who hold the Cove Shares in certificated form)
will be made available to all Cove Shareholders, other than those in Restricted
Jurisdictions, at no charge to them on Shell’s website at
http://www.shell.com/home/content/investor and Cove’s website at

http://www.cove-energy.com.

Cove Shareholders are urged to read the Offer Document and, if the Cove Shares are
held in certificated form, the Form of Acceptance when they are sent to them because they
will contain important information, including what steps to take to accept the Offer.

16. Opening Position Disclosure

The deadline for Shell Bidco to make an Opening Position Disclosure under Rule 8.1(a)
of the Takeover Code was 7 March 2012 (being 10 Business Days from the date of the
Possible Offer Announcement). Since neither Shell Bidco nor any party deemed to be acting
in concert with Shell Bidco had any interest in relevant securities in Cove which were
required to be disclosed under Rule 8.1(a) of the Takeover Code, no Opening Position
Disclosure was made under Rule 8.1(a) of the Takeover Code.

17. Compulsory acquisition, delisting, cancellation of admission to trading and
re-registration

If Shell Bidco receives acceptances under the Offer in respect of, and/or otherwise
acquires or contracts to acquire, 90 per cent. or more in nominal value of the Cove Shares
to which the Offer relates and of the voting rights attaching to those Cove Shares and
assuming that all of the other Conditions have been satisfied or waived (if capable of
being waived), Shell Bidco intends to exercise its rights in accordance with Chapter 3 of
Part 28 of the 2006 Act to acquire compulsorily the remaining Cove Shares on the same
terms as the Offer.

Following the Offer becoming or being declared unconditional in all respects and
subject to any applicable requirements of the AIM Rules, Shell Bidco intends to procure
that Cove applies to the London Stock Exchange for the cancellation of trading in the Cove
Shares on AIM. It is anticipated that such cancellation will take effect no earlier than
20 Business Days after the Offer becomes or is declared unconditional in all respects,
subject to compliance with applicable requirements of the AIM Rules. The cancellation of
trading of Cove Shares will significantly reduce the liquidity and marketability of any
Cove Shares not acquired by Shell Bidco.

It is intended that, following the Offer becoming or being declared unconditional in
all respects and after the Cove Shares are delisted, Cove be re-registered as a private
limited company under the relevant provisions of the 2006 Act.

18. Display documents

Copies of the following documents will be available on Shell’s and Cove’s websites at
http://www.shell.com/home/content/investor and http://www.cove-energy.com
respectively by no later than 12 noon on 25 April 2012:

a)irrevocable undertakings given by the Cove Directors, details of which are set out
in paragraph 8 and Appendix 3 to this announcement;

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.

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 proposals for 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
regards to the Offer. Any acceptance or other response to the proposals 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 and/or 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.

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 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 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 23 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
http://www.shell.com/investor and http://www.sec.gov ). 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 http://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 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 lawor 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, http://www.londonstockexchange.com.

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 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 http://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 http://www.shell.com/home/content/investor/ [http://www.shell.com/home/content/investor
] and Cove’s website at http://www.cove-energy.com by no later than 12noon 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;

ii) and 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 context of the Offer (as the case may
be);

iii) 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 materially
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:

i) 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 repayment 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;

iii) 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;

(j) 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:

                                Total Number of       Percentage of existing
        Name                      Cove Shares        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:

                                Total Number of      Percentage of fully diluted
        Name                Cove Shares under option  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 days (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"                         the Companies Act 2006, as amended from
                                           time to time
        "AIM"                              the market of that name which is
                                           operated by the London Stock Exchange
        "AIM Rules"                        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     the annual report and audited accounts
        Cove"                              of Cove for the year ended 31 December
                                           2010
        "Authorisations"                   authorisations, orders, grants,
                                           recognitions, confirmations, consents,
                                           licences, clearances, certificates,
                                           permissions or approvals
        "Business Day"                     a day, not being a public holiday,
                                           Saturday or Sunday, on which clearing
                                           banks in London are open for normal
                                           business
        "Cenkos Securities"                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
        "Closing Price"                    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"                       the conditions to the implementation of
                                           the Offer as set out in Appendix 1 to
                                           this announcement
        "Cove"                             Cove Energy plc
        "Cove Directors"                   the directors of Cove
        "Cove Group"                       Cove, its subsidiaries and its
                                           subsidiary undertakings and where the
                                           context permits, each of them
        "Cove Mozambique"                  Cove Energy Mozambique Rovuma Offshore Ltd
        "Cove Share Options"               the options over Cove Shares granted
                                           under the Cove Share Option Schemes
        "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"                      ordinary shares of 1 pence each in the
                                           capital of Cove
        "Daily Official List"              means the daily official list of the
                                           London Stock Exchange
        "Disclosed"                        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  Financial Services Authority or its
         FSA"                              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"                             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
        "Interim Results"                  the interim results of Cove for the six
                                           months ended 30 June 2011
        "London Stock Exchange"            the London Stock Exchange plc or its
                                           successor from time to time
        "Morgan Stanley"                   Morgan Stanley & Co. Limited
        "Mozambique EPC"                   the Exploration and Production
                                           Concession Contract between the
                                           Government of the Republic of
                                           Mozambique, Anadarko Moçambique 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"                             Block of 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"                      220 pence per Cove Share
        "Panel"                            the Panel on Takeovers and Mergers
        "Possible Offer Announcement"      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"          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
        "Rovuma Area 1 Interest"           Cove Mozambique's 8.5 per cent.
                                           participating interest in the
                                           Mozambique Rovuma Offshore Area 1 Block
        "SEC"                              the Securities and Exchange Commission
                                           of the United States
        "Shell"                            Royal Dutch Shell plc
        "Shell Bidco"                      Shell Exploration and Production (XL) B.V.
        "Shell" and "Shell Group"          Shell, its subsidiaries and its
                                           subsidiary undertakings and where the
                                           context permits, each of them
        "Standard Chartered"               Standard Chartered Bank
        "subsidiary", "subsidiary          shall be construed in accordance with
        undertaking" and "undertaking"     the 2006 Act
        "Takeover Code"                    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"                 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
        "Wider Shell Group"                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”, “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.

        Enquiries

        Shell Media Relations                                                +44-207-934-5550
                                                                             +31-70-377-8750

        Shell Investor Relations
        Europe                                                               +31-70-377-3996
        United States                                                        +1-713-241-2069
        Morgan Stanley & Co. Limited (Financial adviser to Shell Bidco)
        Michael O'Dwyer
        Ian Hart
        Andrew Foster
        +44-207-425-8000

        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

SOURCE Royal Dutch Shell plc


Source: PR Newswire