RDS 4th Quarter 2012 Scrip Reference Price

ROYAL DUTCH SHELL PLC - RDS 4th Quarter 2012 Scrip Reference Price

PR Newswire

London, February 20

ROYAL DUTCH SHELL PLC FOURTH QUARTER 2012 SCRIP DIVIDEND PROGRAMME REFERENCESHARE PRICE

The Board of Royal Dutch Shell plc ("RDS") today announced the Reference SharePrice in respect of the fourth quarter interim dividend of 2012, which wasannounced on January 31st, 2013 at $0.43 per A ordinary share ("A Share") and Bordinary share ("B Share") and $0.86 per American Depository Share ("ADS").

Reference Share Price

The Reference Share price is used for calculating a Participating Shareholder'sentitlement under the Scrip Dividend Programme, as defined below.

The Reference Share Price is the US dollar equivalent of the average of theclosing price for the Company's A Shares listed on Euronext Amsterdam for thefive dealing days commencing on (and including) the date on which the Sharesare first quoted ex-dividend in respect of the relevant dividend.

The Reference Share Price is calculated by reference to the Euronext Amsterdamclosing price in euro. The US dollar equivalent of the closing price on each ofthe dealing days referred to above is calculated using a market currencyexchange rate prevailing at the time.

Reference ADSPrice

ADS stands for "American Depositary Share". ADR stands for "American DepositaryReceipt". An ADR is a certificate that evidences ADSs (though the terms ADR andADS are often used interchangeably). ADSs are listed on the NYSE under thesymbols RDS.A and RDS.B. Each ADS represents two ordinary shares, two ordinaryA Shares in the case of RDS.A or two ordinary B Shares in the case of RDS.B.

The Reference ADS Price equals the Reference Share Price of the two A Sharesunderlying each new A ADS. A recent court ruling has established that StampDuty Reserve Tax (SDRT) is not due on the issue of shares to a US depositary.Therefore, the Reference ADS price no longer includes an adjustment for thededuction of SDRT (or the Dutch withholding tax associated with the payment ofSDRT). Given these changes, there is no longer a need to have an AlternativeReference ADS Price. The Reference ADS Price will instead apply to all A ADSsand B ADSs.

Royal Dutch Shell plc is currently exploring together with the Depository howADS holders might reclaim SDRT amounts deducted on previous issues under theScrip Dividend Programme. Details will be made available as soon as possible onthe dividend section of the Royal Dutch Shell plc website: www.shell.com/dividend.

Scrip dividend programme

RDS provides shareholders with a choice to receive dividends in cash or inshares via a Scrip Dividend Programme.

Under the Programme shareholders can increase their shareholding in RDS bychoosing to receive new shares instead of cash dividends if declared by RDS.Only new A Shares will be issued under the Programme, including to shareholderswho currently hold B Shares.

Joining the Programme may offer a tax advantage in some countries compared withreceiving cash dividends. In particular, dividends paid out as shares will notbe subject to Dutch dividend withholding tax (currently 15 per cent) and willnot generally be taxed on receipt by a UK shareholder or a Dutch corporateshareholder.

Shareholders who elect to join the Programme will increase the number of sharesheld in RDS without having to buy existing shares in the market, therebyavoiding associated dealing costs.

Shareholders who do not join the Programme will continue to receive in cash anydividends declared by RDS.

Shareholders who held only B shares and joined the Scrip Dividend Programme arereminded they will need to make a Scrip Dividend Election in respect of theirnew A shares if they wish to join the Programme in respect of such new shares.However, this is only necessary if the shareholder has not previously made aScrip Dividend Election in respect of any new A shares issued.

For further information on the Programme, including how to join if you areeligible, please refer to the appropriate publication available onwww.shell.com/scrip.

Royal Dutch Shell plc

The Hague, February 20th, 2013