Director/PDMR Shareholding

ROYAL DUTCH SHELL PLC - Director/PDMR Shareholding

PR Newswire

London, December 21

NOTIFICATION OF TRANSACTIONS OF DIRECTORS / PERSONS DISCHARGING MANAGERIALRESPONSIBILITY ("PDMRs") AND CONNECTED PERSONS

Notification relating to a transaction notified in accordance with: DR 3.1.4 R(1)(a)

Date of Notification: 20 December 2012

Today's Date: 21 December 2012

Name of Issuer: Royal Dutch Shell plc

Date of transaction: 20 December 2012

Rollover of dividends into Royal Dutch Shell plc shares RDSA, RDSB and RDS.A(as given below) under the Long-Term Incentive Plan, Deferred Bonus Plan andRestricted Share plan.

The number of shares is as follows:

Royal Dutch Shell Class A - ordinary shares ("RDSA")Royal Dutch Shell Class B - ordinary shares ("RDSB")Royal Dutch Shell plc Class A - ADS ("RDS.A")

Note

Long Term Incentive Plan ("LTIP")

The LTIP is a performance based share plan under which Directors receive aconditional award of shares ("performance shares"). The actual number ofperformance shares which Directors could finally receive under the plan rangesfrom nil to two times the conditional award, subject to the performance of theCompany over a period of three years. For the purposes of disclosure andmaintenance of certain statutory records, the number of performance shares istaken to be one times the number of performance shares conditionally awarded.Performance shares attract dividends in the form of shares ("dividend shares")and, whilst Directors could finally receive dividend shares based on two timesthe conditional award, such dividend shares are disclosed and recorded on thebasis of the number of shares conditionally awarded. Further details of theLTIP can be found in the Royal Dutch Shell Annual Report and Form 20-F for theyear ended December 31, 2011.

Performance Share Plan ("PSP")

When awards are made under the LTIP other than to PDMRs the plan is called thePerformance Share Plan. Andrew Brown received awards under the PSP prior to hisappointment as a PDMR with effect from April 1, 2012. Further details of thePSP can be found in the Royal Dutch Shell Annual Report and Form 20-F for theyear ended December 31, 2011.

Deferred Bonus Plan ("DBP")

The DBP requires that Executive Directors and Persons Discharging ManagerialResponsibility invest no less than 25% of their annual bonus in deferred bonusshares. They may choose to invest up to 50% in such shares and the Planprovides for dividends in the form of shares ("dividend shares") to be accruedon the deferred bonus shares. For the purposes of disclosure and maintenance ofcertain statutory records, the number of shares does not include anyperformance-related matching shares that may be earned in accordance with theplan rules applicable to each award, the number of such performance relatedmatching shares being unknown until the performance criteria are assessed atthe end of the performance period. Further details of the DBP can be found inthe Royal Dutch Shell Annual Report and Form 20-F for the year ended December31, 2011.

Restricted Share Plan ("RSP")

The RSP is a share plan under which certain employees and Directors may receivea conditional award of shares. The shares vest three years after the award datesubject to the employee or the Director being employed by a Shell Group companyat that time. The conditional shares awarded under the RSP attract dividends inthe form of shares ("dividend shares") during the retention period. Furtherdetails of the RSP can be found in the Royal Dutch Shell Annual Report and Form20-F for the year ended December 31, 2011.