Form 8 (OPD) - Royal Dutch Shell plc

FORM 8 (OPD) PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER Rules 8.1 and 8.2 of the Takeover Code (the "Code") 1. KEY INFORMATION (a) Full name of discloser: Royal Dutch Shell plc (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 in relation to whoserelevant securities this form relates Royal Dutch Shell plc Use a separate form for each offeror/offeree (d) Is the discloser the offeror or the OFFERORofferee? (e) Date position held: 17 April 2015 The latest practicable date prior to thedisclosure (f) In addition to the company in 1(c) above, YESis the discloser making disclosures in respectof any other party to the offer? If YES, specify which: BG Group plc If it is a cash offer or possible cash offer,state "N/A" 2. POSITIONS OF THE PARTY TO THE OFFER 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 Class of relevant security: A ordinary shares Interests Short positions Number %[1] Number % (1) Relevant Nil 0 Nil 0securities ownedand/orcontrolled: (2) Cash-settled Nil 0 Nil 0derivatives: (3) Stock-settled Nil 0 Nil 0derivatives(includingoptions) and agreements topurchase/sell: TOTAL: Nil 0 Nil 0 Class of relevant security: B ordinary shares Interests Short positions Number % Number % (1) Relevant Nil 0 Nil 0securities ownedand/orcontrolled: (2) Cash-settled Nil 0 Nil 0derivatives: (3) Stock-settled Nil 0 Nil 0derivatives(includingoptions) and agreements topurchase/sell: TOTAL: Nil 0 Nil 0 [1] Percentage calculations are based on Royal Dutch Shell plc's total number of Aordinary shares in issue being 3,894,584,881 and B ordinary shares in issuebeing 2,440,410,614 (in each case, held outside treasury). 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 Class of relevant security in relation N/Ato which subscription right exists: Details, including nature of the N/Arights concerned and relevantpercentages: 3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKINGTHE DISCLOSURE Details of any interests, short positions and rights to subscribe (includingdirectors' and other employee options) of any person acting in concert withthe party to the offer making the disclosure: (A) Interests held by directors of Royal Dutch Shell plc and their closerelatives and related trusts Class of relevant security A ordinary shares B ordinary shares Number % Number % Jorma Ollila 25,000 0.000642 Nil NilHans Wijers 5,251 0.000135 Nil NilBen van Beurden 26,749 0.000687 Nil NilSimon Henry 9,175 0.000236 311,452 0.012762Guy Elliott Nil Nil 5,777 0.000237Euleen Goh Nil Nil Nil NilCharles O. Holliday Nil Nil 30,000* 0.001229Gerard Kleisterlee 5,254 0.000135 Nil NilSir Nigel Sheinwald Nil Nil 1,000 0.000041Linda G. Stuntz Nil Nil 8,400* 0.000344Patricia A. Woertz Nil Nil 6,000* 0.000246Gerrit Zalm 2,026 0.000052 Nil Nil * These shares are held in the form of American depositary shares (one BAmerican depositary share being equivalent to two B ordinary shares). (B) Interests held by directors of Royal Dutch Shell plc under its share plans Class of relevant security A ordinary shares B ordinary shares Exercise price Long Term Incentive Plan**Ben van Beurden 402,662[A] Nil NilSimon Henry Nil 297,914 [A] NilDeferred Bonus Plan**Ben van Beurden 82,141[B] Nil NilSimon Henry Nil 109,393 [C] Nil [A] The vesting of these shares is subject to performance conditions. [B] The vesting of 6,643 of these shares is subject to performanceconditions. [C] The vesting of 24,978 of these shares is subject to performanceconditions. ** The exact vesting date of the shares under these plans cannot bespecified. All awards under these plans have a three year performance or athree year deferral period. The timing of the vesting of the awards aftersuch period has ended is dependent on a number of factors including, forexample, approval by Royal Dutch Shell plc's remuneration committee and / orthe timing of close periods. Further details of these plans are set out inRoyal Dutch Shell's annual report and accounts for the year ending 31December 2014 ( www.shell.com/global/aboutshell/investor/financial-information/annual-reports-and-publications.html). (C) Interests held by other presumed concert parties of Royal Dutch Shell plc Class of relevant security A ordinary shares B ordinary shares Number % Number % Shell Asset Management Company B.V. 2,208,042 0.056695 1,533,668 0.062845Merrill Lynch International 1,968*** 0.000051 Nil Nil *** These shares are held in the form of American depositary shares (one AAmerican depositary share being equivalent to two A ordinary shares). 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). 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 making the disclosure or any person acting in concert with it: 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 orderivatives Details of any agreement, arrangement or understanding, formal or informal,between the party to the offer making the disclosure, or any person acting inconcert with it, 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: 20 April 2015 Contact name: Sarah Else Telephone number: 0207 934 4456 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 is availablefor consultation in relation to the Code's disclosure requirements on +44 (0)207638 0129.

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