Sale of Downstream Businesses in Australia to Vitol

Shell agrees sale of downstream businesses in Australia to Vitol The Hague, 21 February 2014. Shell today announced it has reached a bindingagreement to sell its Australia downstream businesses (excluding Aviation) toVitol for a total transaction value of approximately A$2.9 billion (US$2.6billion). The sale covers Shell's Geelong Refinery and 870-site retail business - alongwith its bulk fuels, bitumen, chemicals and part of its lubricants businessesin Australia. It also includes a brand license arrangement and an exclusivedistributor arrangement in Australia for Shell Lubricants. It does not includethe Aviation business, which will remain with Shell Group, or the lube oilblending and grease plants in Brisbane, which will be converted to bulk storageand distribution facilities. The majority of Shell's downstream staff inAustralia will continue to operate the business under its new owner. Shell's upstream operations in Australia, in which it will continue to invest,are not impacted by this announcement. Ben van Beurden, Shell's Chief Executive Officer, said: "Australia remainsimportant to Shell, but we are making tough portfolio choices to improve thecompany's overall competitiveness." "Our customers will continue to benefit from the quality associated with theShell brand and we are confident Vitol will invest in and grow the business." Vitol President and CEO Ian Taylor said: "This is an exciting acquisition forus, a good company led by an experienced management team and underpinned by thevalue of the Shell brand. Australia is a growing economy and we look forward toworking with the management team to strengthen and grow the business." Shell's Australia Country Chair, Andrew Smith, acknowledged the enormouscontribution that Shell's downstream employees had made to the company over thepast 113 years. Smith said: "Like any business that operates for over a century, Shell'sbusiness has changed over the years, and we are pleased to have found a buyerfor the Geelong Refinery. Through the brand agreement reached with Vitol, theShell brand will continue to be displayed across the company's service stationnetwork and customers will still have access to quality Shell fuels andlubricants." "Shell will continue to play a major role in the development of Australia'sexpanding liquefied natural gas industry, and we look forward to strengtheningour presence in the years ahead." The deal is subject to regulatory approvals and is expected to close in 2014. Recent downstream divestments by Shell include the sale of refineries in theUK, Germany, France, Norway and the Czech Republic; downstream businesses inEgypt, Spain, Greece, Finland and Sweden, as well as the creation of adownstream joint venture - with Vitol and other partners -- across Africa, andthe planned sale of some downstream businesses in Italy and Norway. Enquiries: Shell Media Relations: International +44 207 934 5550 Americas +1 713 241 4544 Shell Investor Relations: International +31 70 377 4540 North America +1 713 241 1042 Cautionary note The companies in which Royal Dutch Shell plc directly and indirectly ownsinvestments are separate entities. In this announcement "Shell", "Shell Group"and "Royal Dutch Shell" are sometimes used for convenience where references aremade to Royal Dutch Shell plc and its subsidiaries in general. Likewise, thewords "we", "us" and "our" are also used to refer to subsidiaries in general orto those who work for them. These expressions are also used where no usefulpurpose is served by identifying the particular company or companies."Subsidiaries", "Shell subsidiaries" and "Shell companies" as used in thisannouncement refer to companies in which Shell either directly or indirectlyhas control, by having either a majority of the voting rights or the right toexercise a controlling influence. The companies in which Shell has significantinfluence but not control are referred to as "associated companies" or"associates" and companies in which Shell has joint control are referred to as"jointly controlled entities". In this announcement, associates and jointlycontrolled entities are also referred to as "equity-accounted investments". Theterm "Shell interest" is used for convenience to indicate the direct and/orindirect (for example, through our 23 per cent shareholding in WoodsidePetroleum Ltd.) ownership interest held by Shell in a venture, partnership orcompany, after exclusion of all third-party interest. This announcement contains forward looking statements concerning the financialcondition, results of operations and businesses of Shell and the Shell Group.All statements other than statements of historical fact are, or may be deemedto be, forward-looking statements. Forward-looking statements are statements offuture expectations that are based on management's current expectations andassumptions and involve known and unknown risks and uncertainties that couldcause actual results, performance or events to differ materially from thoseexpressed or implied in these statements. Forward-looking statements include,among other things, statements concerning the potential exposure of Shell andthe Shell Group to market risks and statements expressing management'sexpectations, beliefs, estimates, forecasts, projections and assumptions. Theseforward looking statements are identified by their use of terms and phrasessuch as "anticipate", "believe", "could", "estimate", "expect", "goals","intend", "may", "objectives", "outlook", "plan", "probably", "project","risks", "seek", "should", "target", "will" and similar terms and phrases.There are a number of factors that could affect the future operations of Shelland the Shell Group and could cause those results to differ materially fromthose expressed in the forward looking statements included in thisannouncement, including (without limitation): (a) price fluctuations in crudeoil and natural gas; (b) changes in demand for Shell's products; (c) currencyfluctuations; (d) drilling and production results; (e) reserves estimates; (f)loss of market share and industry competition; (g) environmental and physicalrisks; (h) risks associated with the identification of suitable potentialacquisition properties and targets, and successful negotiation and completionof such transactions; (i) the risk of doing business in developing countriesand countries subject to international sanctions; (j) legislative, fiscal andregulatory developments including regulatory measures addressing climatechange; (k) economic and financial market conditions in various countries andregions; (l) political risks, including the risks of expropriation andrenegotiation of the terms of contracts with governmental entities, delays oradvancements in the approval of projects and delays in the reimbursement forshared costs; and (m) changes in trading conditions. All forward lookingstatements contained in this announcement are expressly qualified in theirentirety by the cautionary statements contained or referred to in this section.Readers should not place undue reliance on forward looking statements.Additional factors that may affect future results are contained in Shell's 20-Ffor the year ended 31 December 2012 (available at www.shell.com/investor andwww.sec.gov ). These factors also should be considered by the reader. Eachforward looking statement speaks only as of the date of this announcement, 21February 2014. Neither Shell nor any of its subsidiaries nor the Shell Groupundertake any obligation to publicly update or revise any forward lookingstatement as a result of new information, future events or other information.In light of these risks, results could differ materially from those stated,implied or inferred from the forward looking statements contained in thisannouncement.