Shell announces cancellation Scrip Dividend from Q2 2014

Shell announces cancellation of Scrip Dividend Programme from second quarter2014 The Hague, 22 May, 2014. Royal Dutch Shell plc ("Shell") announces thecancellation of its Scrip Dividend Programme ("the Programme") with effect fromthe second quarter 2014 Interim Dividend onwards. The cancellation means thatthe second quarter 2014 Interim Dividend and future dividends will be settledentirely in cash, rather than offering a share-based alternative. This decisionwill allow for a more efficient share buy-back programme. Shareholder distributions in 2013, including dividends announced and sharebuy-backs, totalled $16 billion, underscoring Shell's commitment to shareholderreturns. The first quarter 2014 dividend was increased by over 4%, to an annualisedlevel of some $11.8 billion, and first quarter 2014 share buy-backs of B shareswere $1.2 billion. Shell intends to continue with share buy-backs, subject to share priceconsiderations and the capital requirements of the Group. The expectation isthat buy-backs will offset prior dilution created by scrip dividends by the endof 2015, with approximately 135 million ordinary shares currently outstanding,as well as shares from any uptake on the Programme related to the dividend inthe first quarter of 2014. It has recently been less attractive for Shell to buy-back A shares rather thanB shares due to Dutch dividend withholding tax effects. Cancellation of theProgramme is anticipated to remove the Dutch dividend withholding tax costs forShell on A shares being bought back. Accordingly, Shell will continue to optfor the line of stock for buy-backs that is the least expensive on an "all-in"basis, and it is anticipated that Shell will now be able to buy-back A sharesagain. As a result of the Programme cancellation, no scrip dividend will be offeredfor Shell's second quarter 2014 interim dividend, to be announced on 31 July2014. The first quarter 2014 Interim Dividend, payable on 26 June 2014, is notaffected and provides eligible shareholders with a choice to receive thatdividend in cash or in shares via the Programme. Eligible shareholders who havepreviously elected to receive new shares under the Programme will automaticallyreceive dividends in cash from the second quarter 2014 Interim Dividendonwards. Shareholders are reminded that cash dividends on A shares and B shareswill be paid in Euro and Pound Sterling respectively, unless shareholders electto receive the alternative currency. Cash dividends on ADS will continue toalways be paid in US Dollar. More information on Shell's dividend and thechoices it offers to shareholders can be found in the Investor Centre onShell's website (www.shell.com/investor). Enquiries Shell Media RelationsInternational: +44 207 934 5550Americas: +1 713 241 4544 Shell Investor RelationsEurope: + 31 70 377 4540United States: +1 832 337 2034 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 over which Royal Dutch Shell plc eitherdirectly or indirectly has control. Companies over which Shell has jointcontrol are generally referred to "joint ventures" and companies over whichShell has significant influence but neither control nor joint control arereferred to as "associates". In this announcement, joint ventures andassociates may also be referred to as "equity-accounted investments". The term"Shell interest" is used for convenience to indicate the direct and/or indirect(for example, through our 23% shareholding in Woodside Petroleum Ltd.)ownership interest held by Shell in a venture, partnership or company, afterexclusion of all third-party interest. This announcement contains forward-looking statements concerning the financialcondition, results of operations and businesses of Royal Dutch Shell. Allstatements other than statements of historical fact are, or may be deemed tobe, 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 Royal DutchShell to market risks and statements expressing management's expectations,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'', "schedule", ``seek'', ``should'',``target'', ``will'' and similar terms and phrases. There are a number offactors that could affect the future operations of Royal Dutch Shell and couldcause those results to differ materially from those expressed in theforward-looking statements included in this announcement, including (withoutlimitation): (a) price fluctuations in crude oil and natural gas; (b) changesin demand for Shell's products; (c) currency fluctuations; (d) drilling andproduction results; (e) reserves estimates; (f) loss of market share andindustry competition; (g) environmental and physical risks; (h) risksassociated with the identification of suitable potential acquisition propertiesand targets, and successful negotiation and completion of such transactions;(i) the risk of doing business in developing countries and countries subject tointernational sanctions; (j) legislative, fiscal and regulatory developmentsincluding regulatory measures addressing climate change; (k) economic andfinancial market conditions in various countries and regions; (l) politicalrisks, including the risks of expropriation and renegotiation of the terms ofcontracts with governmental entities, delays or advancements in the approval ofprojects and delays in the reimbursement for shared costs; and (m) changes intrading conditions. All forward-looking statements contained in thisannouncement are expressly qualified in their entirety by the cautionarystatements contained or referred to in this section. Readers should not placeundue reliance on forward-looking statements. Additional risk factors that mayaffect future results are contained in Royal Dutch Shell's 20-F for the yearended December 31, 2013 (available at www.shell.com/investor and www.sec.gov).These risk factors also expressly qualify all forward looking statementscontained in this announcement and should be considered by the reader. Eachforward-looking statement speaks only as of the date of this announcement, 22May 2014. Neither Royal Dutch Shell plc nor any of its subsidiaries undertakeany obligation to publicly update or revise any forward-looking statement as aresult of new information, future events or other information. In light ofthese risks, results could differ materially from those stated, implied orinferred from the forward-looking statements contained in this announcement. We may have used certain terms, such as resources, in this announcement thatUnited States Securities and Exchange Commission (SEC) strictly prohibits usfrom including in our filings with the SEC. U.S. Investors are urged toconsider closely the disclosure in our Form 20-F, File No 1-32575, available onthe SEC website www.sec.gov. You can also obtain these forms from the SEC bycalling 1-800-SEC-0330.