NO.025

Foreign Investment Proposal – Shell Australia Investments Limiteds (Shell)

Acquisition Of Woodside Petroleum Limited (Woodside)

After long and careful deliberations I have today made orders under the Foreign

Acquisition & Takeovers Act 1975 (“the Act”) prohibiting Shell

acquiring a substantial shareholding in Woodside which would result in a change

of control of Woodside.

The Governments policy is, and will continue to be, to welcome foreign investment

into this country. Australia operates a liberal foreign investment regime.

The Act allows a proposal to be prohibited on national interest grounds. This

occurs very rarely. On this occasion, however, I have decided that the Shell

proposal is contrary to the national interest. I have taken into account that

Woodside is a joint venturer with Shell in the North West Shelf (“NWS”)

project, Australias largest developed energy resource. Woodside is the operator

of the project and it is in the national interest of Australia that the project

be developed to its full capacity and that Australias export sales from the

NWS are maximised.

In assessing the national interest, I have the responsibility to make a decision

that must as far as possible withstand circumstances which might change after

my decision has been made. Such circumstances can involve changes in the corporate

strategies of the parties involved in a decision, new or evolving corporate

strategies by other companies with respect to the NWS project and changing

world demand and supply conditions.

It is in the national interest for the operator of this project to develop

the resource to its maximum and for sales from the NWS to be promoted in preference

to competing sales from projects in other parts of the world. Whilst there

have been positive discussions with Shell on steps to secure the independence

of the operator and marketing functions I have not been able to see that enduring

conditions which are fully enforceable could be put in place in advance, as

such conditions would require action after the approval and require the consent

of joint venturers which cannot be guaranteed.

The NWS is a world class gas resource which Australians through Woodside have

pioneered and developed with the assistance of overseas capital. Overseas capital

will continue to benefit the development of the NWS.

The orders I have made under the Foreign Acquisitions and Takeovers Act

1975 will be published in the Commonwealth Gazette of 27 April 2001.

Canberra

23 April 2001

Contact:

Niki Savva

02 6277 7340