pls not sell to bg, page-6

BG International (AUS) Investments Pty Limited
ACN 131 104 651
a subsidiary indirectly wholly owned by BG Group plc
(Registered in England and Wales with company number 3690065)
to purchase all of your fully paid ordinary shares in
Queensland Gas Company Limited

All = 100% ownership
28 October 2008
Dear QGC Shareholder,
I am writing to you with details of an offer by BG Group to acquire your shares in Queensland Gas Company
Limited for $5.75 cash. BG Group believes the offer is very attractive.
This all-cash Offer is unconditional. It represents:
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What happens if I do not accept the Offer and BG AUS achieves a relevant interest in 90 per cent of QGC Shares?
If you do not accept the Offer and BG AUS acquires a relevant interest in at least 90 per cent of the QGC Shares, BG AUS intends to proceed to compulsorily acquire your QGC Shares. If this occurs, you will be paid the
Offer consideration at the conclusion of the compulsory acquisition process. In these circumstances, you would have received the Offer consideration sooner if
you had accepted the Offer prior to its close.
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INTENTIONS UPON
ACQUISITION OF 50.1 PER CENT OR MORE OF QGC SHARES
This section sets out BG AUS’s intentions if, by virtue of
acceptance of the Offer, BG AUS were to acquire 50.1 per cent or more of QGC, but without becoming entitled to compulsorily acquire the outstanding QGC Shares.
a. ASX Listing and independent directors BG AUS will seek to retain the listing of QGC on the ASX, subject to there being an ongoing requirement under the ASX Listing Rules to maintain a listing (including there being a sufficient
spread of QGC Shareholders). Under the ASX Listing Rules a
listed company must maintain a spread of holdings which, in ASX’s opinion, is sufficient to ensure that there is an orderly and liquid market in its securities. ASX may suspend and eventually de-list a company which does not meet its spread requirements. It is possible that, depending upon the level of acceptances under the Offer, the ASX may seek to de-list QGC on this basis. Should ASX
seek to do so, BG AUS does not currently intend to oppose such a de-listing.
BG AUS intends to procure the appointment of a majority of the QGC Board after acquiring 50.1 per cent or more of QGC, but the QGC Board will continue to have at least two independent directors while QGC remains listed on the ASX.
b. Sale of interests in various assets to AGL Energy
Subject to section 4.4(f) below, in the event that BG AUS acquires 50.1 per cent or more of the QGC Shares, AGL Energy may exercise options to acquire the whole of the
Lacerta gas field, a 15 per cent interest in the Polaris exploration licence, and the whole of the Condamine Power Station project, as described in section 4.3(e) above.
c. Other operations, assets and employees If, following the close of the Offer, QGC becomes a controlled entity
but not a wholly owned subsidiary of BG AUS, it is the present intention of BG AUS to attempt to procure that QGC’s board implements the objectives andgoals outlined in section 4.3 to the extent possible and appropriate