This notice is the Takeovers Code (Fulton Hogan Limited) Exemption Notice 2007.

This notice applies to acts or omissions occurring on or after 4 September 2001.

This notice expires on the close of 30 November 2007.

(1) In this notice, unless the context otherwise requires,—

(2) In this notice, a reference to a person increasing voting control is a reference to the person becoming the holder or controller of an increased percentage of the voting rights in Fulton Hogan.

(3) Any term or expression that is defined in the Act or the Code and used, but not defined, in this notice has the same meaning as in the Act or the Code.

Shell and each of the Fulton shareholders is exempted from rule 6(1) of the Code in respect of any increase in that person's voting control resulting from the buybacks.

The exemption in clause 5 applies only to a person whose voting control has subsequently decreased to, or below, the control percentage of that person immediately before the increase in that person's voting control resulting from the buybacks.

Each of the Fulton transferees is exempted from rule 6(1) of the Code in respect of any increase in that person's voting control resulting from the transfers of voting securities set out in Schedule 3.

Robert Jeffreys Fulton and Jules Richard Hurst Fulton are exempted from rule 6(1) of the Code in respect of the increase in their voting control resulting from the allotment of voting securities under the rights offer made by Fulton Hogan on 19 December 2001.

Robert Jeffreys Fulton, Jules Richard Hurst Fulton, John Arthur Fulton, and Richard Edward Fulton are exempted from rule 6(1) of the Code in respect of the increases in their voting control resulting from the allotments of voting securities under the employee share scheme listed in Schedule 4.

Robert Jeffreys Fulton and Jules Richard Hurst Fulton are exempted from rule 6(1) of the Code in respect of the increases in their voting control resulting from the allotments of voting securities under the share bonus scheme listed in Schedule 5.

Trustees Executors Limited and Catherine Valpy Dunn as trustees of the Catherine Valpy Dunn Family Trust are exempted from rule 6(1) of the Code in respect of the increases in their voting control resulting from the buybacks.

The exemptions in clauses 7 to 11 are subject to the conditions that—

• (a) each increase in voting control is approved by an ordinary resolution of the shareholders of Fulton Hogan; and

• (b) the notice of meeting containing the proposed resolution contains, or is accompanied by,—

  • (i) the identity of the person whose increase in voting control is to be approved by the resolution (the exempted person); and

  • (ii) particulars of the transaction that resulted in the exempted person increasing his, her, or its voting control in breach of rule 6 of the Code and the reasons for the transaction; and

  • (iii) particulars of the voting control of the exempted person, including—

    • (A) the voting control of the person prior to the transaction, expressed as a percentage of the total number of voting securities on issue at that time; and

    • (B) the maximum voting control that was held or controlled by the person, expressed as a percentage of the total voting securities on issue, as a result of the transaction; and

    • (C) the maximum voting control that was held or controlled by the person and the person's associates, expressed as a percentage of the total voting securities on issue, as a result of the transaction; and

  • (iv) the consideration paid for, or attributed to, the voting securities; and

  • (v) a statement to the effect that the increase in the exempted person's voting control, if approved, would be permitted as an exception to rule 6 of the Code; and

  • (vi) a statement by the directors of Fulton Hogan in relation to the increase that complies with rule 19 of the Code (prepared as if the reference in that rule to acquisition under rule 7(c) of the Code, or allotment under rule 7(d) of the Code, was the transaction that resulted in the exempted person increasing his, her, or its voting control); and

• (c) neither the exempted person nor any person who is or was at the time an associate of the exempted person votes in favour of the resolution; and

• (d) at the same time that the notice of meeting containing the proposed resolution is sent to shareholders, Fulton Hogan also sends to the Panel, in hard copy and in electronic form, a copy of the notice, and any document accompanying it that relates to the meeting; and

• (e) at the same time that a person (if any) publishes or sends to the shareholders, in respect of the meeting, a statement or information that was not required to be published or sent by the rules of the Code, or by this clause as a condition of this exemption, that person also sends to the Panel, in hard copy and in electronic form, a copy of that statement or information; and

• (f) the form of the notice of meeting is approved by the Panel; and

• (g) the notice of meeting displays, in a prominent position, a disclaimer stating that by exempting the increase in the voting securities held or controlled by the exempted person from rule 6(1) of the Code the Panel is—

  • (i) neither endorsing nor supporting the accuracy or reliability of the contents of the notice of meeting; and

  • (ii) not implying it has a view on the merits of the transaction that resulted in the exempted person increasing his, her, or its voting control.