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 offeree in relation to whose BG Group plcrelevant securities this form relates: 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: Royal Dutch Shell plcIf 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: Ordinary shares [1] Interests Short positions Number % Number % (1) Relevant Nil 0 Nil 0securities ownedand/or controlled: (2) Cash-settled d Nil 0 Nil 0erivatives: (3) Stock-settled Nil 0 Nil 0derivatives(including options)and agreements topurchase/sell: TOTAL: Nil 0 Nil 0 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). [1] Percentage calculations are based on the total voting rights in BG Group plcbeing 3,414,579,545. 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 Ordinary shares % Guy Elliott 108 0.000003 Euleen Goh 6,500 0.000190 Sir Nigel Sheinwald 280 0.000008 (B) Interests held by other presumed concert parties of Royal Dutch Shell plc Class of relevant security Ordinary shares % Shell Asset Management Company B.V. 2,365,904 [2] 0.069288 Merrill Lynch International 871 0.000026 [2] Shell Asset Management Company B.V. does not have discretion regarding votingdecisions in respect of these 2,365,904 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.