Acquisition

Fisher (James) & Sons PLC
06 December 2006

Not for release, publication or distribution, in whole or in part, in, into or
from the United States, Canada, Ireland, Australia or Japan, or any other
jurisdiction where to do so would constitute a violation of the relevant laws of
such jurisdiction.



                  JAMES FISHER AND SONS PUBLIC LIMITED COMPANY

           ACQUISITION OF F.T. EVERARD & SONS LIMITED ('FT Everard')



•   James Fisher (Ticker:FSJ), the UK's leading provider of marine services, to
    acquire FT Everard for a total cash consideration of approximately £23.7
    million and the assumption of £28.0 million of debt.

•   Acquisition to be financed through existing and new bank facilities.

•   FT Everard currently operates 11 CPP tankers, 9 of which it owns, with four 
    further tankers due to enter service in 2007, and owns and operates 
    Cattedown Wharves - a port facility on the River Plym, Plymouth

•   Acquisition expected to bring a number of benefits and opportunities to 
    James Fisher including:

     • the acquisition of a predominantly modern double hulled fleet;

     • the anticipated cash flow benefits to enable James Fisher to
       accelerate the expansion of its other divisions;

     • the ability to re-finance FT  Everard's owned ships to reduce post
       acquisition financial gearing; and

     • the ability to bring FT Everard's fleet into the tonnage tax regime.

•   The combined tankship operations will, in future, operate under the
    name James Fisher Everard

•   Acquisition expected to be earnings neutral in the year ending 31
    December 2007 and earnings enhancing thereafter*

•   Michael Everard and William Everard will join the Board of James
    Fisher on Completion

Commenting on the Acquisition, Tim Harris, Chairman of James Fisher, said:

'We are buying a business we know with an excellent operational reputation and
which provides us with the opportunity to grow and enhance the business
significantly.'



He added:



'We intend to repeat the successful tankships formula by using the strong cash
flow benefits from an enlarged and integrated tankship fleet to pursue further
expansion in the Company's other divisions. The key focus for growth in the
enlarged James Fisher group will remain marine support services, comprising the
offshore oil, specialist technical and defence divisions. This contributed 67%
of group profits in H1 2006**.



I am delighted that Michael and William Everard have agreed to join the James
Fisher Board on completion of the Acquisition. The Board view the prospects of
the Enlarged Group with confidence.'



Michael Everard, Chairman of FT Everard, said



'My family started FT Everard in the late 1800's and through four generations we
have been the owners of the company. In James Fisher we see a like minded and
successful company with a refreshing and modern attitude to the operation of
tankships and marine services. We are confident that we have found the right
strategic home for our company and our employees. My brother and I are delighted
to join the Board of James Fisher following completion of the Acquisition and to
remain involved with the business.

E C Hambro Rabben and Partners Limited has acted as financial adviser and
Evolution Securities has acted as financial adviser and sponsor to James Fisher
in connection with the Acquisition.

*Nothing in this statement should be construed as a profit forecast or be
interpreted to mean that future earnings per share or profits of James Fisher
will necessarily be greater than its historic published earnings per share or
profits.

**such percentage being unaudited and calculated by reference to the Company's
interim statements for the six months to 30 June 2006

For further information, please contact:


James Fisher and Sons plc
Tim Harris (Chairman)                                    Tel: [phone]
Nick Henry (Chief Executive Officer)                     Tel: [phone]
Mike Shields (Group Finance Director)                    Tel: [phone]
www.james-fisher.co.uk

F.T. Everard & Sons Limited:
Michael Everard                                          Tel: [phone]
William Everard                                          Tel: [phone]
www.ft-everard.co.uk

EC Hambro Rabben & Partners                              Tel: [phone]
Eivind Rabben
Peter Donald
www.echambrorabben.co.uk

Evolutions Securities
Tim Worlledge                                            Tel: [phone]
Stuart Andrews                                           Tel: [phone]
www.evosecurities.com

Adventis Financial PR
Peter Binns                                              Tel: [phone]
Chris Steele                                             Tel: [phone]
www.adventis.co.uk

FORWARD-LOOKING STATEMENTS

This announcement includes 'forward-looking statements'. These forward-looking
statements may contain the words 'anticipate', 'believe', 'intend', 'estimate',
'expect' and words of similar meaning. All statements other than statements of
historical facts included in this document, including, without limitation, those
regarding James Fisher and the Enlarged James Fisher Group's financial position,
business strategy, plans and objectives of management for future operations
(including development plans and objectives relating to products and services)
are forward-looking statements. Such forward-looking statements involve known
and unknown risks, uncertainties and other important factors that could cause
the actual results, performance or achievements of James Fisher and the Enlarged
James Fisher Group to be materially different from future results, performance
or achievements expressed or implied by such forward-looking statements. Such
forward looking statements are based on numerous assumptions regarding James
Fisher and FT Everard & Sons, present and future business strategies and the
environment in which James Fisher and the Enlarged James Fisher Group will
operate in the future. These forward-looking statements speak only as at the
date of this announcement. James Fisher expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any forward-looking
statements contained herein to reflect any change in James Fisher's expectations
with regard thereto or any change in events, conditions or circumstances on
which any such statement is based except to the extent required by applicable
law, the Prospectus Rules, the Listing Rules and the Disclosure Rules.



Evolution Securities, which is regulated in the UK by the Financial Services
Authority, is acting exclusively for James Fisher in connection with the
Acquisition and no one else and will not be responsible to anyone other than
James Fisher for providing the protections afforded to clients of Evolution
Securities nor for providing advice in relation to the Acquisition.

EC Hambro Rabben and Partners Limited, which is regulated in the UK by the
Financial Services Authority, is acting exclusively for James Fisher in
connection with the Acquisition and no one else and will not be responsible to
anyone other than James Fisher for providing the protections afforded to clients
of E C Hambro Rabben and Partners Limited nor for providing advice in relation
to the Acquisition.


               Proposed Acquisition by James Fisher of FT Everard

1.       Introduction

The Company announces that it has entered into a conditional agreement with the
Vendors to acquire FT Everard, a private company owning and operating short sea
CPP tankers and Cattedown Wharves, Plymouth, for an estimated initial cash
consideration of £17.6 million. In addition deferred consideration of
approximately £6.1 million in cash is expected to become payable principally
following the delivery of two ships currently under construction as explained in
further detail in paragraph 8 below.  In addition to the consideration, upon the
delivery of the two ships under construction, the Company will assume debts of
£28.0 million in connection with the Acquisition. In view of its size,
completion of the Acquisition is conditional, inter alia, on the approval of
Shareholders at an Extraordinary General Meeting, notice of which will be set
out in a circular ('the Circular') to be posted to Shareholders as soon as
practicable.



The Acquisition may cause the Company to exceed, temporarily, its constitutional
borrowing limits and accordingly Shareholders will be asked to approve the
Company (and other members of the James Fisher Group) exceeding the current
borrowing limit stipulated in the Articles of Association.

2.       Information on FT Everard

The principal businesses of FT Everard comprise the operation of a fleet of 11
ships, delivering CPP from oil refineries to terminals, and the ownership and
management of the Cattedown wharf facilities based in Plymouth, Devon. FT
Everard is a long established business, having been incorporated in 1922, with a
blue-chip customer base.

FT Everard's turnover for the year to 31 December 2005 was £30.56 million and
pre-tax profit for this period was £2.92 million. The balance sheet recorded
gross assets of £43.96 million as at 31 December 2005.



Marine Oil Services

FT Everard's nine owned and two chartered CPP tankers operate in North West
Europe, predominantly in the UK and Ireland. The core customers of its short sea
shipping business comprise a variety of oil majors operating in Europe.

FT Everard's owned and chartered fleet, excluding charters of durations of 18
months or less, are set out in the table below.

Vessel                            Built              DWT                  Owned/Bareboat Chartered

Allurity                          1981               3027                 Owned
Arduity                           1981               3027                 Owned
Annuity                           1988               3145                 Owned
Agility                           1990               3145                 Owned
Alacrity                          1990               3145                 Owned
Asperity                          1997               3778                 Owned
Audacity                          1997               3778                 Owned
Stability                         2004               3517                 Five year bareboat chartered
Summity                           2005               3517                 Five year bareboat chartered
Speciality                        2006               4433                 Owned
Seniority                         2006               4433                 Owned



FT Everard is in the process of disposing of the two owned vessels built in
1981.

Speciality and Seniority are two vessels out of an order of four being
constructed in China. They were delivered in May and September 2006 respectively
and their sister ships, Superiority and Supremity are expected to be delivered
in the first half of 2007. In addition, two vessels, Vedrey Tora and Vedrey Thor
have been time chartered and are expected to be delivered in mid 2007. The table
below sets out the vessels yet to be delivered to FT Everard.

Vessel                  Estimated delivery    DWT             Owned/Bareboat Chartered

Superiority             Q1 2007               4433            Owned
Supremity               Q1 2007               4433            Owned
Vedrey Tora             Mid 2007              3400            Seven year time chartered
Vedrey Thor             Mid 2007              3400            Seven year time chartered



In the current year the performance of this division has been adversely affected
due to an increase in costs associated with the late delivery of the four new
vessels constructed and being constructed in China.

Cattedown Wharves

FT Everard's other main business, Cattedown Wharves, is a marine service
company. As a port facility on the River Plym, the freehold of which is owned by
FT Everard, it handles cargo shipped through the port of Plymouth. The
facilities offered include a wharf length of approximately 200 metres with a
draught of around seven metres. There are also mobile dockside cranes,
approximately 50,000 square metres of warehousing and direct access onto the
Devon expressway. Petroleum products for the major oil companies are delivered
through a common user facility and represent the majority of the revenue earning
cargo handled by Cattedown Wharves. Cattedown Wharves also handles dry bulk
commodities such as animal feed and clay.

Marine Electronics

FT Everard also owns Ships Electronic Services Limited, which supplies and
maintains marine electronic navigation, communication and entertainment
equipment.

3.       Opportunity to acquire Alchymist

The Company entered into an agreement on 6 December 2006, pursuant to which it
was granted an option (for which it paid £1) to purchase the entire issued share
capital of Alchymist for consideration of £600,000.

Alchymist is the parent of EIB, an insurance broking business (specialising in
shipping insurance) regulated by the Financial Services Authority. The owners of
Alchymist include the Vendors. In order to acquire Alchymist, the Company would,
inter alia, require the consent of the Financial Services Authority.

4.       Information on James Fisher

The James Fisher Group currently comprises four key divisions. All financial
information set out below has been extracted without material adjustment from
James Fisher's Report and Accounts for the year ended 31 December 2005.

Offshore Oil Services

This division hires specialist equipment to the offshore oil industry, primarily
in the North Sea, although increasingly in the developing oil areas of the
Former Soviet Union, Mexico, West Africa and elsewhere globally. The main types
of equipment provided are compressors, steam generators, hydraulic power packs,
high pressure wash-down units and winches. Typically James Fisher customises
units for a particular client and will also, if required, provide specialist
labour. In December 2005 James Fisher acquired Monyana Engineering Services,
which is a market leader in refurbishing, designing and supplying a large range
of hydraulic winches and marine equipment for rental and sale to the oil field
services industry. For the year ended 31 December 2005 this division reported
turnover of £14.9 million and operating profit before the attribution of common
costs of £4.0 million.

Specialist Technical Services

The Specialist Technical Services division includes the James Fisher Group's
nuclear activities and other specialist marine services. Within the nuclear
sub-sector, the Group's primary expertise is in the design and operation of
remote handling systems for nuclear decommissioning on the contaminated or
radioactive side of the nuclear shield and in underwater storage ponds. In 2005
James Fisher acquired Fender Care Limited, which is a market leader in supplying
large-scale pneumatic fenders for shipping, offshore, port, construction and
defence projects and is also the largest global operator of ship-to-ship oil
transfers. In October 2006 James Fisher acquired Strainstall Group Limited which
is engaged in the design and supply of safety and productivity based monitoring,
control, load management and structural monitoring systems. For the year ended
31 December 2005 this division reported turnover of £22.3 million and operating
profit before the attribution of common costs of £2.6 million.

Defence

There are two parts to James Fisher's Defence business: submarine rescue and
providing commercial skills to support ships engaged in defence activities. The
submarine rescue business is a leader in its field and was involved in the
rescue of seven Russian submariners in July 2005 from a depth of 625ft in the
Pacific Ocean off Russia's Kamchatka peninsular. In November 2006, an agreement
was entered into to acquire the operating assets of the UK submarine rescue
service. For the year ended 31 December 2005 this division reported turnover of
£9.3 million and operating profit before the attribution of common costs of £0.8
million and, after adding the contribution from the Foreland joint venture,
operating profit of £2.1 million.

Marine Oil Services

James Fisher operates a fleet of 16 CPP tankers operating predominantly in North
West Europe. This division has longstanding relationships with the oil majors
and mostly carries its cargo under contracts of affreightment rather than spot
resulting in more stable profits and cash flows. James Fisher initiated a fleet
renewal programme in 2004, which has led to the disposal of eight of the fleet's
oldest vessels. James Fisher has replaced these vessels with five larger modern
vessels including four new buildings all of which have been delivered. For the
year ended 31 December 2005 this division reported turnover of £44.9 million and
operating profit before the attribution of common costs of £6.7 million.

5.       Background to and Reasons for the Acquisition

James Fisher's strategic objective is to be the UK's leading marine service
company, based on its core expertise of applying practical engineering and
operational skills in the marine sector. To this end the Group has expanded
substantially its Marine Support Services divisions (offshore oil, specialist
technical and defence) from 12.5 per cent. of profit from operations in 2002, to
67.3 per cent. in the first half of 2006 (such percentage being unaudited and
calculated by reference to the Company's interim statements for the six months
to 30 June 2006) by means of organic growth and acquisition.

The growth through acquisition of the Marine Support Services divisions has been
funded, to a large extent, by the strong cash flow derived from Marine Oil
Services. The Marine Oil Services division is core to James Fisher's operations
and future growth strategy. The Acquisition provides an opportunity for the
Marine Oil Services division to be expanded significantly and to pursue further
expansion in other divisions, a formula which has been successfully adopted over
the past four years. The Board believes that when fully integrated, the combined
fleet and operation, including synergies and tonnage tax participation, will
achieve a profit margin in line with that currently achieved by the Marine Oil
Services division.

The acquisition of FT Everard is expected to bring a number of benefits and
opportunities to James Fisher including:

•   the acquisition of a predominantly modern double hulled fleet which is
    in the process of being upgraded with four new vessels designed to be
    operationally efficient and eco-friendly;

•   the ability to offer customers a wider choice of ships, especially in
    the class of vessels under 4000 dwt;

•   the ability to bring FT Everard fleet into the tonnage tax regime with
    the effect of significantly reducing the taxation otherwise expected to be 
    paid on its earnings;

•   the ability to re-finance FT Everard owned ships as long term bareboat
    charters, removing the financial risks associated with the sale of vessels 
    and reducing James Fisher's post acquisition financial gearing;

•   the anticipated cash flow benefits from an expanded and integrated
    tankship fleet will enable James Fisher to accelerate the expansion of its 
    other divisions; and

•   the acquisition of Cattedown provides a complementary and profitable
    business to the Marine Oil Services divisions with historically strong cash
    generation.

6.       Strategy

The key focus for growth in the Enlarged James Fisher Group will remain the
offshore oil, specialist technical and defence divisions. Management will focus
on driving synergy benefits from integrating the two marine oil services
businesses and thereby bringing FT Everard's operating margins towards James
Fisher's level. It is anticipated that synergies will first be generated from
reducing the combined overheads. However, it is expected that the full benefit
will be achieved by combining these overhead savings with further operating and
sales synergies generated by the enlarged fleet.

The Enlarged James Fisher Group intends to sell and then charter back a number
of the vessels in the combined fleet in order to reduce its financial gearing.
FT Everard's older vessels, comprising those built in 1981, are expected to be
sold. Additionally, James Fisher expects to sell its only remaining older
vessel, Severn Fisher. Finally, FT Everard's vessels will combine with James
Fisher's in the tonnage tax regime and it is anticipated that this will
significantly reduce the taxation otherwise expected to be paid on the Enlarged
James Fisher Group's earnings.

In combination, these initiatives are expected to ensure that the Enlarged James
Fisher Group will be able to generate strong and reliable cash flows from its
operations over the medium term.

7.     Summary financial information

The following table sets out certain summary financial information on FT Everard
and has been prepared on a basis consistent with the accounting policies of
James Fisher:


                                                             31 December       31 December       31 December
                                                                    2003              2004              2005
                                                                   £'000             £'000             £'000

Turnover                                                          31,334            31,092            30,559
Operating profit before separately disclosable items                 769             1,688               611
Pre-tax (loss)/profit                                            (1,064)               453             2,916
Net assets                                                        12,099            13,709            16,765



Defined Benefits Pension Schemes

FT Everard contributes to three defined benefit pension schemes, comprising the
FT Everard Group Pension Fund, the Merchant Navy Officers Pension Fund and the
Merchant Navy Ratings Pension Fund, all of which are in deficit.

8.     Principal terms of the Acquisition Agreement

Under the terms of the Acquisition Agreement, the Company has agreed to acquire
the entire issued share capital of FT Everard, including its directly and
indirectly owned subsidiaries and associated undertakings at the date of the
Acquisition Agreement.

The initial consideration of £17.6 million in cash is payable to the Vendors at
Completion in respect of the sale shares and loan notes to be acquired. In
addition, deferred consideration of up to £6.1 million is expected to be
payable, dependent on the outcome of the following events:

-   a payment of up to £3,000,000 following delivery of the Superiority and
    a further payment of up to £3,000,000 following delivery of the Supremity
    provided in each case that delivery of such vessels occurs before 31 
    December 2008; and

-   a sum equal to 90 per cent. of any proceeds received by the Company
    pursuant to certain litigation which FT Everard may choose to pursue. Should 
    the claim be pursued, it will be for £150,000 plus interest. Any claim will 
    need to be filed by 31 December 2006.

Following Completion of the Acquisition Agreement, the consideration shall be
increased or reduced (as appropriate) on a pound for pound basis by an amount
that will be calculated by reference to the completion balance sheet.

Completion of the Acquisition Agreement is conditional, inter alia, upon
Shareholder approval.

9.     Financial effects of the Acquisition


The Acquisition is expected to deliver significant benefits to Shareholders over
the medium term, derived, in part, from the operational synergies available by
combining the two businesses. In the financial year ending 31 December 2007 the
Acquisition is expected to have a broadly neutral and non-dilutive effect on
earnings*.

The Board expects that the synergies from combining James Fisher and FT Everard,
together with the receipt of revenues for the first full year of operations in
respect of the vessels currently under construction, which is expected to be
2008, will enhance earnings per share through 2008 and beyond.*

At Completion James Fisher will pay the Initial Consideration and will also
assume debt which, upon delivery of the two remaining new vessels currently
under construction, will amount to approximately £28.0 million. The
Consideration and the debt assumed will be financed through existing and
additional borrowings and James Fisher has agreed to guarantee the obligations
of FT Everard in respect of its debt.

Over time, the Company intends to reduce borrowings through scheduled repayments
and the sale of some ships, which will then be chartered by the James Fisher
Group on a long-term Bareboat Chartered basis without the risk associated with
the residual value of such ships.

10.    Management changes


FT Everard's current Chairman, Michael Everard and Managing Director William
Everard will be joining the Enlarged James Fisher Group on Completion, Michael
as a non-executive director of James Fisher and continuing with his role at
Cattedown Wharves and William as Technical Director of the combined fleet and a
director of James Fisher.

William Everard will enter into a service agreement as a director of the Company
following Completion. The contract will provide for employment for an indefinite
period, subject to early termination on 12 months' written notice by him or the
Company. The Company will be entitled to terminate his employment with immediate
effect by paying, in lieu of his notice period, a sum equivalent to the salary
he would have received had he been employed for that period (excluding bonus).
The agreement provides for a salary of £100,000 per annum. He may be entitled to
a bonus of a maximum of 70 per cent. of his annual salary and to participate in
executive share schemes (in each case at the discretion of the Remuneration and
Nominations Committee of the Company). In addition, he will be provided with a
car and entitled to payment in lieu of participation in the January Group
Stakeholder Pension Plan and such private medical expenses insurance and
permanent heath insurance schemes as the Company may provide.



Michael Everard will enter into a letter of appointment as a non-executive
director of the Company following Completion. Subject to the Memorandum and
Articles of Association of the Company, his initial appointment shall continue
until on 31 December 2007 but may be reviewed for a further period of up to one
year (providing the Board and Michael Everard so agree). Pursuant to the
appointment letter, he shall also act as chairman of Cattedown Wharves. His fee
shall be £60,000 per annum. The appointment may be terminated without liability
for compensation.

11.    Current trading and prospects of James Fisher, FT Everard and the
Enlarged James Fisher Group

James Fisher

Overall, James Fisher's current trading is in line with management expectations.
James Fisher enjoyed a good first half in 2006 with its offshore oil services
and specialist technical services divisions growing strongly and Marine Oil
Services producing a similar result to the previous year. The offshore oil
services and specialist technical services divisions are trading well in the
second half, however, marine oil started slowly owing to an extended summer
dry-dock season with mechanical problems identified in two vessels. These
vessels have now been repaired and the ships returned to service.

FT Everard

Two of the new vessels ordered by FT Everard have been delivered to FT Everard
in 2006 and are now operational. The trading prospects of FT Everard will be
influenced by the earning capacity of these two vessels and the timing of
delivery of the Superiority and the Supremity and the other vessels which remain
under construction. For a number of technical and yard related reasons, the
deliveries of all of these vessels have been significantly delayed. Until such
time as these ships are delivered, these delays are expected to have an adverse
impact on the trading of Everard's Marine Oil Service division.

Prospects for the Enlarged James Fisher Group

Based on current trading and the expected benefits from the Acquisition, the
Directors view the prospects of the Enlarged James Fisher Group with confidence.

12.    Financing

The Acquisition is being financed through one of the Group's existing facilities
provided by HSBC Bank plc and from a new debt facility also provided by HSBC
Bank plc.

13.    Borrowing Limits

There is a limit on the James Fisher Group's borrowings of three times the
Company's adjusted capital and reserves, as set out in Article 100 (B) of the
Articles of Association. Following delivery of the last new built ship, the
Company's borrowings are likely to be close to this limit and may exceed it in
the subsequent months. The Company's Articles of Association allow this limit to
be exceeded with the sanction of an ordinary resolution and therefore such a
resolution to permit the Company to borrow up to a sum equal to four times the
adjusted total of the Company's capital and reserves forms Resolution 2 to be
proposed at the EGM.

It is intended that a special resolution will be put to Shareholders at the next
annual general meeting of the Company proposing that the Company's Articles of
Association be amended to reflect the Company's increased borrowings.

14.    Dividend Policy

It is the Directors' current intention that the Enlarged James Fisher Group will
maintain a similar dividend policy to that adopted by James Fisher as at the
date of this document. The James Fisher Group's dividend policy is to ensure
that Shareholders continue to benefit directly from the successful growth of the
Enlarged James Fisher Group, while providing sufficient funds for investment in
future growth.

15.    Extraordinary General Meeting

It is intended that an EGM will be convened as soon as practicable at which the
resolutions will be proposed to approve the Acquisition and to authorise the
Company (and other members of the James Fisher Group) to exceed the current
borrowing limit contained in the Company's Articles of Association.

16.    Recommendation

The Board, which has received financial advice from EC Hambro Rabben in relation
to the Acquisition Proposals, considers the Acquisition Proposals to be in the
best interests of Shareholders.

Accordingly the Board unanimously recommends that Shareholders vote in favour of
the Resolutions to be proposed at the EGM, as the Directors (other than Maurice
Storey who does not hold any Ordinary Shares) have undertaken to do in respect
of their own beneficial shareholdings amounting in aggregate to 425,228 Ordinary
Shares, representing approximately 0.9 per cent. of the issued ordinary share
capital of James Fisher.




* Nothing in this letter or this announcement should be construed as a profit
forecast or be interpreted to mean that future earnings per share or profits of
James Fisher will necessarily be greater than its historic published earnings
per share or profits.








                                   APPENDIX I

                                  DEFINITIONS

The following definitions apply throughout this document, unless the context
otherwise requires:

'Acquisition  Agreement'       the conditional agreement between James Fisher and the Vendors
                               relating to the acquisition of FT Everard

'Acquisition Proposals'        the proposed purchase by James Fisher of FT Everard pursuant to the
                               terms of the Acquisition Agreement and the consequent waiver of
                               Article 100(B) of the Company's Articles of Association

'Acquisition'                  the proposed purchase by James Fisher of FT Everard pursuant to the
                               terms of the Acquisition Agreement

'Alchymist'                    Alchymist Trading Company Limited, incorporated in England with
                               registered office at Blake House, Schooner Court, Admiral's Park,
                               Crossways, Dartford, Kent DA2 6QQ and registered number 00948550.

'Bareboat chartered'           A type of charter in which the ship owner provides only the ship and
                               not the captain and crew

'Board' or 'Directors'         the directors of James Fisher

'Cattedown Wharves'            Cattedown Wharves Limited, incorporated in England and Wales with
                               registered office at Cattedown Wharves, Cattedown Road, Plymouth,
                               Devon PL4 0RP

'CPP'                          Clean petroleum product

'Companies Act '               the Companies Act 1985 (as amended)

'Completion'                   completion of the Acquisition Agreement

'Disclosure Rules'             the rules relating to disclosure of information made
                               in accordance with section 73A of FSMA

 'DWT'                         dead weight tonne

'EC Hambro Rabben'             EC Hambro Rabben & Partners Ltd

'EIB'                          Everard Insurance Brokers Limited, incorporated in England with
                               registered office at Blake Hose, Schooner Court, Admiral's Park,
                               Crossways, Dartford, Kent DA2 6QQ and registered number 01294636

'Enlarged James Fisher Group'  the Company and its subsidiary undertakings following completion of
                               the Acquisition

'Evolution Securities'         Evolution Securities Limited

'Extraordinary General         the extraordinary general meeting of the Company to be convened as
Meeting' or 'EGM'              soon as practicable

'FSMA'                         Financial Services and Markets Act 2000

'FT Everard Group'             FT Everard & Sons and each of its subsidiaries (within the meaning
                               of the Companies Act) at the date of this document

'FT Everard'                   FT Everard & Sons Limited, incorporated in England with registered
                               office at Blake House, Schooner Court, Admiral's Park, Crossways,
                               Dartford, Kent DA2 6QQ and registered number 0180834

'James Fisher Group'           James Fisher and each of its subsidiaries (within the meaning of the
                               Companies Act) at the date of this document

'James Fisher' or the          James Fisher Public Limited Company, incorporated in England with
'Company'                      registered office at Fisher House, PO Box 4, Barrow in Furness,
                               Cumbria, LA14 1HR and registered number 211475

'Listing Rules'                the listing rules made by the UKLA under section 74(4) of FSMA

'Official List'                the list maintained by the UKLA pursuant to Part VI of FSMA

'Ordinary Shares'              ordinary shares of 25 pence each in the capital of James Fisher

'Resolutions'                  the resolutions to be proposed at the EGM, to be set out in the
                               notice of EGM sent to Shareholders

'Shareholders'                 holders of Ordinary Shares and Preference Shares

'Shares'                       Ordinary Shares and Preference Shares

'Superiority'                  the vessel described as Hull No QS20020403

'Supremity'                    the vessel described as Hull No QS20020404

'Time chartered'               comprises a contract of hire of the vessel for a specified period of
                               time with the shipowner employing the captain and crew

'UKLA'                         the Financial Services Authority in its capacity as the competent
                               authority for the purposes of Part VI of FSMA and in the exercise of
                               its functions in respect of the admission to the Official List
                               otherwise than in accordance with Part VI of FSMA

'Vendors'                      P.G. Emerson, F.M. Everard, W.D. Everard and R.A. Shotton






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