1

Title
This notice is the Takeovers Code (Fulton Hogan Limited) Exemption Notice (No 2) 2007.

2

Application
This notice applies to acts or omissions occurring on or after 27 October 2007.

3

Expiry

This notice expires on the close of 31 October 2009.

4

Interpretation

(1)

In this notice, unless the context otherwise requires,-

Act means the Takeovers Act 1993

buyback means any acquisition by Fulton Hogan, in accordance with its constitution, of voting securities under Fulton Hogan's buyback programme

Code means the Takeovers Code under the Act

combined Fulton family shareholders means the Fulton family shareholders taken together as a whole class as if all of the Fulton family shareholders were 1 person

constitution means the constitution of Fulton Hogan, as that constitution may be amended or replaced from time to time

control percentage means the percentage of voting securities that a person holds or controls

employee share scheme means the scheme operated and administered by Fulton Hogan under which selected employees of Fulton Hogan, and of its wholly owned subsidiary companies, are provided with the opportunity to be allotted voting securities, as that scheme may be amended or replaced from time to time

employee share scheme allotment means an allotment to a Fulton family shareholder by Fulton Hogan under the employee share scheme

Fulton family means all persons who are-

1. descendants, naturally or by virtue of any adoption order, of Julius Herbert Fulton and Dorothy May Fulton, or the spouse of any such person; or
2. beneficiaries in the estate of Morice Henderson Law

Fulton family shareholders means any person who-

1. is a member of the Fulton family; or
2. represents any interest or interests of any member of the Fulton family, including-
   1. the trustees of any trust; and
   2. any company; and
   3. any personal representative or representatives

Fulton Hogan means Fulton Hogan Limited

intra-family transfer means the transfer of voting securities from any of the Fulton family shareholders to any other Fulton family shareholder, as permitted under the exception to the pre-emptive rights on transfer provisions in the constitution

Panel means the Takeovers Panel

share bonus scheme means the scheme operated and administrated by Fulton Hogan under which selected senior employees of Fulton Hogan, and of its wholly owned subsidiary companies, are provided with the opportunity to be allotted voting securities in lieu of part of their annual cash performance bonus, as that scheme may be amended or replaced from time to time

share bonus scheme allotment means an allotment to a Fulton family shareholder by Fulton Hogan under the share bonus scheme

Shell means Shell New Zealand Holding Company Limited

spouse means, in relation to a person,-

1. the husband or wife of the person:
2. a person who lived together with the person as a couple for more than 3 years:
3. a person who was formerly in a relationship referred to in paragraph (a) or (b):
4. a person who was cohabiting with that person at the date of death of that person

transfer, in relation to an intra-family transfer, means the transfer of a voting security or the transfer of the control of a voting security

voting security means a voting security in Fulton Hogan.

(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.

Buybacks

5

Exemption from rule 6(1) of Code for Shell and Fulton shareholders in respect of buybacks

Shell and each of the Fulton shareholders is exempted from rule 6(1) of the Code in respect of any increase in their voting control that results from a buyback.

6

Conditions of exemptions in clause 5

(1)

In this clause, references to an exempted person are a reference to Shell or the combined Fulton family shareholders, as the case may be.

(2)

The exemptions in clause 5 are subject to the conditions that-

1. Shell's increase in voting control is approved by an ordinary resolution of the shareholders of Fulton Hogan, and neither Shell, nor any person who is or was at the time an associate of Shell, may vote in favour of the resolution; and
2. the increase in voting control of each Fulton family shareholder is approved by an ordinary resolution of the shareholders of Fulton Hogan, and none of the Fulton family shareholders, nor any person who is or was at the time an associate of any of the Fulton family shareholders, may vote in favour of the resolution; and
3. the notice of meeting containing the proposed resolution contains, or is accompanied by, the following information:
   1. the consideration per share for the buyback, or the manner in which the consideration would be determined, and when the consideration would be payable:
   2. the reasons for the buyback:
   3. a description of the person or persons whose increase in voting control is to be approved by the resolution:
   4. particulars of the increase in the exempted person's voting control that may result from the buyback, including-
      1. the maximum increase in the exempted person's voting control if the maximum number of voting securities were acquired under the buyback; and
      2. the maximum percentage of the total voting securities on issue that could be held or controlled by the exempted person if the maximum number of voting securities were acquired under the buyback; and
      3. the maximum percentage of the total voting securities on issue that could be held or controlled by the exempted person and the exempted person's associates if the maximum number of voting securities were acquired under the buyback:
   5. a statement to the effect that the increase in the exempted person's voting control that would result only from the buybacks, if approved, would be permitted as an exception to rule 6 of the Code:
   6. a report (or summary of a report) from an independent adviser in relation to the increase in the exempted person's voting control that complies with rule 18 of the Code (as if the references in that rule to acquisition under rule 7(c) of the Code and the notice, respectively):
   7. a statement by the directors of Fulton Hogan in relation to the buyback that complies with rule 19 of the Code (as if the reference in that rule to acquisition under rule 7(c) of the Code was a reference to the buyback); and
4. the form of the notice of meeting is approved by the Panel; and
5. 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
6. 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 is not required to be published or sent by the rules of the Code, or by this clause as a condition of the exemptions in clause 5, that person also sends to the Panel, in hard copy and in electronic form, a copy of that statement or information; and
7. 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, as a result of the buyback, from rule 6(1) of the Code, the Panel is-
   1. neither endorsing nor supporting the accuracy or reliability of the contents of the notice of meeting; and
   2. not implying it has a view on the merits of the proposed buyback; and
8. every annual report from the year after the resolution is passed until the expiry of this notice contains, or is accompanied by, information prominently setting out-
   1. a summary of the terms and conditions of the exemptions in clause 5 and their effect; and
   2. the maximum increase in the voting control of the exempted person if the maximum number of voting securities were acquired under the buyback; and
   3. the maximum percentage of the total voting securities on issue that could be held or controlled by the exempted person if the maximum number of voting securities were acquired under the buyback; and
   4. the maximum percentage of the total voting securities on issue that could be held or controlled by the exempted person and that person's associates if the maximum number of voting securities were acquired under the buyback; and
9. the numbers and percentages referred to in paragraphs (c)(iv) and (h) are calculated on the basis that there is no change to the total number of voting securities on issue between the date of the notice of meeting and the date of expiry of this notice other than as a result of the buyback; and
10. the exemption does not apply to any increase in voting control as a result of a buyback if, immediately after the completion of that buyback, the total percentage of voting securities held or controlled by the exempted person is greater than the maximum percentage of voting securities that could be held or controlled by the exempted person as disclosed in the notice of meeting under paragraph (c)(iv)(B).

7

Extra condition of exemption in clause 5 for Shell

The exemption in clause 5 for Shell is subject to the condition that Shell does not become the holder or controller of any higher percentage of voting rights in Fulton Hogan except as a result of the buyback which is approved by shareholders in accordance with the conditions in clause 6.

Intra-family transfers

8

Exemption from rule 6(1) of Code in respect of allotment of voting securities under rights offer

Each of the Fulton family shareholders is exempted from rule 6(1) of the Code in respect of any increase in that person's voting control that results from a transfer of voting securities to that person pursuant to an intra-family transfer.

9

Conditions of exemptions in clause 8

The exemptions in clause 8 are subject to the conditions that-

1. the maximum percentage of voting securities that can be transferred pursuant to the intra-family transfer is approved by an ordinary resolution of the shareholders of Fulton Hogan, and none of the Fulton family shareholders, nor any person who is or was at the time an associate of any of the Fulton family shareholders, may vote in favour of the resolution; and
2. the notice of meeting containing the proposed resolution contains, or is accompanied by, the following information:
   1. the reasons for the intra-family transfer:
   2. a description of the person or persons whose increase in voting control is to be approved by the resolution:
   3. particulars of the maximum percentage of total voting securities that can be transferred pursuant to all intra-family transfers in any 12-month period:
   4. a statement to the effect that the intra-family transfers, if approved, are permitted as an exception to rule 6 of the Code; and
3. 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
4. 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 is not required to be published or sent by the rules of the Code, or by this clause as a condition of the exemptions in clause 8, that person also sends to the Panel, in hard copy and in electronic form, a copy of that statement or information;; and
5. the maximum number of voting securities that may be transferred under the exemptions in clause 8 pursuant to all intra-family transfers in any 12-month period is voting securities that carry in the aggregate not more than 5% of the total voting rights in Fulton Hogan at the commencement of the 12-month period; and
6. any transfer of voting securities that is effected under the provisions of any other exemption granted in respect of Fulton Hogan by the Panel is not taken into account for the purpose of the aggregate 5% limitation referred to in paragraph (e); and
7. every annual report from the year after the resolution is passed until the expiry of this notice contains, or is accompanied by, information prominently setting out-
   1. a summary of the terms and the conditions of the exemptions in clause 8 and their effect; and
   2. the maximum percentage of total voting securities that can be transferred pursuant to all intra-family transfers in any 12-month period.

Employee share scheme and share bonus scheme allotments

10

Exemptions from rule 6(1) of Code in respect of employee share scheme allotment

Each of the Fulton family shareholders is exempted from rule 6(1) of the Code in respect of any increase in that person's voting control that results from that person being allotted voting securities under an employee share scheme allotment.

11

Exemption from rule 6(1) of Code in respect of share bonus scheme allotment

Each of the Fulton family shareholders is exempted from rule 6(1) of the Code in respect of any increase in that person's voting control that results from that person being allotted voting securities under a share bonus scheme allotment.

12

Conditions of exemptions in clauses 10 and 11

(1)

In this clause, transaction means-

1. an allotment of voting securities to a Fulton family shareholder under an employee share scheme allotment, where the condition relates to the exemption in clause 10; or
2. an allotment of voting securities to a Fulton family shareholder under a share bonus scheme allotment, where the condition relates to the exemption in clause 11.

(2)

The exemptions in clauses 10 and 11 are subject to the conditions that-

1. the increase in voting control of each Fulton family shareholder that results from the transaction is approved by an ordinary resolution of the shareholders of Fulton Hogan, and none of the Fulton family shareholders, nor any person who is or was at the time an associate of any of the Fulton family shareholders, may vote in favour of the resolution; and
2. the notice of meeting containing the proposed resolution contains, or is accompanied by, the following information:
   1. the consideration per share for the transaction, or the manner in which the consideration would be determined, and when the consideration would be payable:
   2. the reasons for the transaction:
   3. a description of the person or persons whose increase in voting control is to be approved by the resolution:
   4. particulars of the increase in the combined Fulton family shareholders' voting control that may result from the transaction, including-
      1. the maximum increase in the voting control of the combined Fulton family shareholders if the maximum number of voting securities were allotted under the transaction; and
      2. the maximum percentage of the total voting securities on issue that could be held or controlled by the combined Fulton family shareholders if the maximum number of voting securities were allotted under the transaction; and
      3. the maximum percentage of the total voting securities on issue that could be held or controlled by the combined Fulton family shareholders and the Fulton family shareholders' associates if the maximum number of voting securities were allotted under the transaction:
   5. a statement to the effect that the increase in the combined Fulton family shareholders' voting control that would result only from the transaction, if approved, would be permitted as an exception to rule 6 of the Code:
   6. a report (or summary of a report) from an independent adviser in relation to the increase in the combined Fulton family shareholders' voting control that complies with rule 18 of the Code (as if the references in that rule to allotment under rule 7(d) of the Code and notice of meeting referred to in rule 16 of the Code were references to the transaction and the notice, respectively):
   7. a statement by the directors of Fulton Hogan in relation to the transaction that complies with rule 19 of the Code (as if the reference in that rule to allotment under rule 7(d) of the Code was a reference to the transaction); and
3. the form of the notice of meeting is approved by the Panel; and
4. 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
5. 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 the exemptions in clause 10 or 11, that person also sends to the Panel, in hard copy and in electronic form, a copy of that statement or information; and
6. 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 Fulton family shareholders, as a result of the transaction, from rule 6(1)of the Code the Panel is-
   1. neither endorsing nor supporting the accuracy or reliability of the contents of the notice of meeting; and
   2. not implying it has a view on the merits of the proposed transaction; and
7. every annual report from the year after the resolution is passed until the expiry of this notice contains, or is accompanied by, information prominently setting out-
   1. a summary of the terms and the conditions of the exemptions in clauses 10 and 11 and their effect; and
   2. the maximum increase in the voting control of the combined Fulton family shareholders if the maximum number of voting securities were allotted under the transaction; and
   3. the maximum percentage of total voting securities on issue that could be held or controlled by the combined Fulton family shareholders if the maximum number of voting securities were allotted under the transaction; and
   4. the maximum percentage of the total voting securities on issue that could be held or controlled by the combined Fulton family shareholders and the Fulton family shareholders' associates if the maximum number of voting securities were allotted under the transaction; and
8. the numbers and percentages referred to in paragraphs (b)(iv) and (g) are calculated on the basis that there is no change to the total number of voting securities on issue between the date of the notice of meeting and the date of expiry of this notice other than as a result of the employee share scheme allotment or the share bonus scheme allotment, as the case may be; and
9. the exemption does not apply to any increase in voting control that results from an employee share scheme allotment or a share bonus scheme allotment, as the case may be, if, immediately after the completion of that allotment, the total percentage of voting securities held or controlled by the combined Fulton family shareholders is greater than the maximum percentage of voting securities that could be held or controlled by the combined Fulton family shareholders as disclosed in the notice of meeting under paragraph (b)(iv)(B).

Extra conditions of exemptions for Fulton family shareholders in respect of buybacks, employee share scheme allotments, and share bonus scheme allotments

13

Extra conditions of exemptions for Fulton family shareholders in respect of buybacks, employee share scheme allotments, and share bonus scheme allotments

The exemptions in clauses 5, 10, and 11 for the Fulton family shareholders are subject to the conditions that-

1. all notices of meeting prepared under the conditions for the exemptions prominently disclose, or are accompanied by prominent disclosure of, the maximum percentage of voting securities that could be held or controlled by the combined Fulton family shareholders as a result of the combined effect of the buybacks, the employee share scheme allotments, and the share bonus scheme allotments; and
2. none of the exemptions apply to any increase in the voting control of any person who is a Fulton family shareholder if-
   1. immediately after the completion of any of the buybacks, the employee share scheme allotments, or the share bonus scheme allotments, the total percentage of voting securities held or controlled by the combined Fulton family shareholders is greater than the maximum percentage of voting securities that could be held or controlled by the combined Fulton family shareholders as disclosed under paragraph (a); or
   2. the combined Fulton family shareholders increase their voting control except as a result of the buyback, the employee share scheme allotment, and the share bonus scheme allotment.