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Agreement Reached to Acquire Arrow Energy

Source: 3/22/2010, Location: Asia

PetroChina International Investment Company Ltd (PetroChina), a subsidiary of PetroChina Company Limited, and Shell Energy Holdings Australia Ltd. (Shell), a subsidiary of Royal Dutch Shell plc, welcome the announcement by the Board of Arrow Energy Limited (Arrow) to unanimously recommend its shareholders vote in favour of their joint proposal to acquire 100% of Arrow shares*.

CS CSG (Australia) Pty Ltd, the 50/50 joint venture company owned by a subsidiary of PetroChina and Shell, has entered into an agreement with Arrow for the proposed acquisition under which it has agreed to pay A$4.70 cash per share for all of the shares in Arrow, representing a total consideration of A$3.5 billion. This allows Arrow shareholders to crystallise the value of the Queensland Coal Seam Gas (CSG) assets and realise a significant premium for their shares.

The offer is subject to customary conditions including regulatory approvals and Arrow shareholder approval.

Arrow has also announced its intention to make a pro-rata share distribution to its shareholders relating to the international assets and certain other interests. This enables Arrow's shareholders to retain exposure to, and benefit from, any potential future growth in those holdings.

On successful completion of the acquisition, the joint venture would own Arrow's Queensland CSG assets and domestic power business as well as Shell's Queensland CSG assets and its site for a proposed liquefied natural gas (LNG) plant on Curtis Island at Gladstone.

PetroChina and Shel bring technical capabilities, capital backing, major project experience and LNG marketing ability which will facilitate the growth of Queensland's CSG and LNG industry, and help to further develop Australia's LNG sector.

Mr Qiliang Bo, Vice President of PetroChina Company Limited, said, "The CSG to LNG project to be developed by the joint venture is an extremely exciting project and Shell's and PetroChina's technical and financial capabilities will underpin the next phase of this significant development."

Shell's Chairman in Australia, Russell Caplan, said, "The proposal is good for jobs, good for Queensland and good for the long-term future of the CSG industry in Australia. In addition to the quality of its assets, both Shell and PetroChina are attracted to the quality of Arrow's employees, all of whom should be proud of the role they have played in building this great company."

Mrs Aiji Ge, PetroChina's Project Manager, said, "The proposal would create jobs and generate additional economic activity for Queensland through the export of 7 to 8 mtpa of LNG from the proposed Curtis Island LNG plant. PetroChina sees this joint venture as a significant commitment to building an integrated CSG and LNG business while continuing to supply domestic gas in Queensland."

Mr Malcolm Brinded, Royal Dutch Shell's Executive Director of Upstream International, said, 'This transaction combines Shell's global LNG expertise, PetroChina's operational experience, and our access to regional gas markets. The new joint venture will be an important growth asset for Shell, and help meet growing demand for cleaner energy in Australia and international markets. We expect to take the final investment decision on this large LNG project by 2012."

Arrow is expected to hold a shareholder meeting mid July 2010 to allow shareholders to vote on the offer.

The Board of Arrow support the proposed transaction in the absence of a superior proposal and an independent expert's report concluding the proposal is in the best interests of Arrow shareholders.

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