Form 8 (DD) - Royal Dutch Shell Plc

FORM 8 (DD) PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS) Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code") 1. KEY INFORMATION (a) Full name of discloser: Simon Henry (b) Owner or controller of interests and short N/Apositions disclosed, if different from 1(a): The naming of nominee or vehicle companies isinsufficient. For a trust, the trustee(s),settlor and beneficiaries must be named. (c) Name of offeror/offeree in relation to Royal Dutch Shell plc (offeror)whose relevant securities this form relates: Use a separate form for each offeror/offeree (d) Status of person making the disclosure: Person acting in concert with offeror (Royal Dutch Shell plc)e.g. offeror, offeree, person acting in concertwith the offeror/offeree (specify name ofofferor/offeree) (e) Date dealing undertaken: 5 May 2015 (f) In addition to the company in 1(c) above, NOis the discloser making disclosures in respectof any other party to the offer? If it is a cash offer or possible cash offer,state "N/A" 2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE If there are positions or rights to subscribe to disclose in more than oneclass of relevant securities of the offeror or offeree named in 1(c), copytable 2(a) or (b) (as appropriate) for each additional class of relevantsecurity. (a) Interests and short positions in the relevant securities of the offeror orofferee to which the disclosure relates following the dealing Class of relevant security: A ordinary shares Interests Short positions Number %[1] Number % (1) Relevant securities 9,175 0.000236 Nil Nilowned and/or controlled: (2) Cash-settled derivatives: Nil Nil Nil Nil (3) Stock-settled derivatives Nil Nil Nil Nil(including options) andagreements to purchase/sell: TOTAL: 9,175 0.000236 Nil Nil Class of relevant security: B ordinary shares Interests Short positions Number % Number % (1) Relevant securities owned 291,452 0.011943 Nil Niland/or controlled: (2) Cash-settled derivatives: Nil Nil Nil Nil (3) Stock-settled derivatives Nil Nil Nil Nil(including options) andagreements to purchase/sell: TOTAL: 291,452 0.011943 Nil Nil [1] Percentage calculations are based on Royal Dutch Shell plc's total numberof A ordinary shares in issue being 3,894,584,881 and B ordinary shares in issuebeing 2,440,410,614. All interests and all short positions should be disclosed. Details of any open stock-settled derivative positions (including tradedoptions), or agreements to purchase or sell relevant securities, should begiven on a Supplemental Form 8 (Open Positions). Details of any securities borrowing and lending positions or financialcollateral arrangements should be disclosed on a Supplemental Form 8 (SBL). (b) Rights to subscribe for new securities (including directors' and otheremployee options) Class of relevant security in relationto which subscription right exists: B ordinary shares Details, including nature of the Interests held under the Royal Dutchrights concerned and relevant Shell plc Long Term Incentive Plan*:percentages: 297,914[A] (0.012208%) Interests held under the Royal Dutch Shell plc Deferred Bonus Plan*: 109,393 [B] (0.004483%) The exercise price is nil for all the shares. [A] The vesting of these shares is subject to performance conditions. [B] The vesting of 24,978 of these shares is subject to performance conditions. \* The exact vesting date of the shares under these plans cannot be specified. All awards under these plans have a three year performance or a three year deferral period. The timing of the vesting of the awards after such period has ended is dependent on a number of factors including, for example, approval by Royal Dutch Shell plc's remuneration committee and / or the timing of close periods. Further details of these plans are set out in Royal Dutch Shell's annual report and accounts for the year ending 31 December 2014 ( www.shell.com/global/aboutshell/investor/financial-information/annual-reports-and-publications.html). 3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE Where there have been dealings in more than one class of relevant securities ofthe offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (asappropriate) for each additional class of relevant security dealt in. The currency of all prices and other monetary amounts should be stated. (a) Purchases and sales (i) Party to an offer or person acting in concert (except for a principaltrader in the same group as a connected adviser) Class of relevant Purchase/sale Number of Price per unit security securities B ordinary shares Sale 20,000 £21.17 per share (ii) Principal trader where the sole reason for the connection is that theprincipal trader is in the same group as a connected adviser Class of Purchases/ Total number of Highest price Lowest price relevant sales securities per unit paid/ per unit paid/ security received received (b) Cash-settled derivative transactions Class of Product Nature of dealing Number of Price per relevant description reference unit security e.g. opening/closing a securities e.g. CFD long/short position, increasing/reducing a long/short position (c) Stock-settled derivative transactions (including options) (i) Writing, selling, purchasing or varying Class of Product Writing, Number of Exercise Type Expiry Optionrelevant description purchasing, securities price date moneysecurity e.g. call selling, to which per unit e.g. paid/ option varying option American, received etc. relates European per unit etc. (ii) Exercise Class of Product Exercising/ Number of Exercise price relevant description exercised securities per unit security against e.g. call option (d) Other dealings (including subscribing for new securities) Class of relevant Nature of dealing Details Price per unit security (if applicable) e.g. subscription, conversion 4. OTHER INFORMATION (a) Indemnity and other dealing arrangements Details of any indemnity or option arrangement, or any agreement orunderstanding, formal or informal, relating to relevant securities which may bean inducement to deal or refrain from dealing entered into by the party to theoffer or person acting in concert making the disclosure and any other person: Irrevocable commitments and letters of intent should not be included. If thereare no such agreements, arrangements or understandings, state "none" None. (b) Agreements, arrangements or understandings relating to options or derivatives Details of any agreement, arrangement or understanding, formal or informal,between the party to the offer or person acting in concert making thedisclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevantsecurities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" None. (c) Attachments Are any Supplemental Forms attached? Supplemental Form 8 (Open Positions) NO Supplemental Form 8 (SBL) NO Date of disclosure: 7 May 2015 Contact name: Mark Edwards Telephone number: 0207 934 2817 Public disclosures under Rule 8 of the Code must be made to a RegulatoryInformation Service and must also be emailed to the Takeover Panel [email protected] . The Panel's Market Surveillance Unit isavailable for consultation in relation to the Code's dealing disclosurerequirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .