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Last updated on May 18, 2013 at 8:02 EDT

Offer by Shell for Cove: Extension of Offer

June 27, 2012

THE HAGUE, The Netherlands, June 28, 2012 /PRNewswire/ –

Cash Offer

by

Shell Exploration and Production (XL) B.V. (“Shell Bidco”)

for

Cove Energy plc (“Cove”)

Extension of Offer

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

Introduction

On 24 April 2012, the boards of Shell Bidco and Cove announced the terms of the cash
offer by Shell Bidco, a wholly owned subsidiary of Royal Dutch Shell plc (NYSE:RDS.A)(
NYSE:RDS.B), for the entire issued and to be issued share capital of Cove (the “Offer”).
The offer document (the “Offer Document”), which contains, among other things, the full
terms and conditions of the Offer and procedures for acceptance of the Offer, was issued
by Shell Bidco on 2 May 2012.

On 14 June 2012, Shell Bidco announced the Offer was extended until 1.00 p.m. (London
time) on 27 June 2012.

Capitalised terms used in this announcement have the meanings given to them in the
Offer Document.

Level of acceptances

As at 1.00 p.m. (London time) on 27 June 2012, Shell Bidco had received valid
acceptances of the Offer in respect of 16,971,895 Cove Shares representing approximately
3.46 per cent. of the existing issued share capital of Cove, which Shell Bidco may count
towards the satisfaction of the acceptance condition to the Offer. So far as Shell Bidco
is aware, none of these acceptances have been received from persons acting in concert with
Shell Bidco. Of these acceptances, acceptances have been received in respect of, in
aggregate, 4,684,179 Cove Shares (representing approximately 0.95 per cent. of the
existing issued share capital of Cove) which were subject to an irrevocable commitment
procured by Shell Bidco.

Extension of Offer

The Offer, which remains subject to the terms and conditions set out in the Offer
Document, is being extended and will remain open for acceptance until the next closing
date which will be 1.00 p.m. (London time) on 11 July 2012.

To accept the Offer

Cove Shareholders who have not yet accepted the Offer are urged to do so by the
following deadlines:

        - If you hold Cove Shares in certificated form (that is, not in CREST), you
          should complete and return the Form of Acceptance as soon as possible and in any event
          so as to be received by the Receiving Agent, Computershare Investor Services (Ireland)
          Limited, no later than 1.00 p.m. (London time) on 11 July 2012.
        - If you hold your Cove Shares in uncertificated form (that is, in CREST), you
          should ensure that an electronic acceptance is made by you or on your behalf and that
          settlement is made no later than 1.00 p.m. (London time) on 11 July 2012.

Full details of how to accept the Offer are set out in the Offer Document, a copy of
which is available at Shell’s website at http://www.shell.com/home/content/investor.

Interest in Cove Shares

On 27 June 2012 (being the latest practicable date prior to the publication of this
announcement), neither Shell Bidco, nor any person acting in concert with Shell Bidco, is
interested in, has any rights to subscribe for any relevant securities of Cove nor does
any such person have any short position (whether conditional or absolute and whether in
the money or otherwise), including any short position under a derivative or any
arrangement in relation to any relevant securities of Cove. For these purposes,
“arrangement” includes any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery of any relevant securities of Cove and
any borrowing or lending of any relevant securities of Cove which have not been on-lent or
sold and any outstanding irrevocable commitment or letter of intent with respect to any
relevant securities of Cove.

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 by no later than 12 noon (London time)
on 29 June 2012.

Morgan Stanley & Co. Limited 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 & Co. Limited nor
for providing advice in relation to the Offer, the contents of this announcement or any
other matter or arrangement referred to herein.

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. The Offer is made solely through the Offer
Document which contains 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 disclaims 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.

        Enquiries:

        Shell

        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)

        +44-207-425-8000
        Michael O'Dwyer
        Ian Hart
        Andrew Foster

SOURCE Royal Dutch Shell plc


Source: PR Newswire