Shell Q1 2015 Scrip Dividend Reference Share Price

ROYAL DUTCH SHELL PLC FIRSTQUARTER 2015 SCRIP DIVIDEND PROGRAMME REFERENCE SHAREPRICE The Board of Royal Dutch Shell plc ("RDS") today announced the Reference SharePrice in respect of the first quarter interim dividend of 2015, which wasannounced on April 30, 2015 at $0.47 per A ordinary share ("A Share") and Bordinary share ("B Share") and $0.94 per American Depository Share ("ADS"). Reference Share Price The Reference Share price is used for calculating a Participating Shareholder'sentitlement under the Scrip Dividend Programme, as defined below. Q12015 Reference Share price (US$) 31.217 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. Q12015 Reference ADS price (US$) 62.434 The Reference ADS Price equals the Reference Share Price of the two A Sharesunderlying each new A ADS. Scrip dividend programme Beginning with its first quarter interim dividend for 2015, RDS providesshareholders with a choice to receive dividends in cash or in shares via aScrip Dividend Programme ("the 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 shareholder. 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. 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, May 21, 2015 ENQUIRIES: Shell Media Relations: International, UK, European Press +44 207 934 5550 Shell Investor Relations: Europe: Peter van Driel +31 70 377 4540 North America: Ken Lawrence +1 832 337 2034 CAUTIONARY NOTE: The companies in which Royal Dutch Shell plc directly and indirectly ownsinvestments are separate entities. In this release "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 thisrelease refer to companies over which Royal Dutch Shell plc either directly orindirectly has control. Companies over which Shell has joint control aregenerally referred to as "joint ventures" and companies over which Shell hassignificant influence but neither control nor joint control are referred to as"associates". In this release, joint ventures and associates may also bereferred to as "equity-accounted investments". The term "Shell interest" isused for convenience to indicate the direct and/or indirect ownership interestheld by Shell in a venture, partnership or company, after exclusion of allthird-party interest. This release 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 release, 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 this releaseare expressly qualified in their entirety by the cautionary statementscontained or referred to in this section. Readers should not place unduereliance on forward-looking statements. Additional risk factors that may affectfuture results are contained in Royal Dutch Shell's 20-F for the year endedDecember 31, 2014 (available at www.shell.com/investor and www.sec.gov ). Theserisk factors also expressly qualify all forward looking statements contained inthis release and should be considered by the reader. Each forward-lookingstatement speaks only as of the date of this release, May 21, 2015. NeitherRoyal Dutch Shell plc nor any of its subsidiaries undertake any obligation topublicly update or revise any forward-looking statement as a result of newinformation, future events or other information. In light of these risks,results could differ materially from those stated, implied or inferred from theforward-looking statements contained in this release. We may have used certain terms, such as resources, in this release that UnitedStates Securities and Exchange Commission (SEC) strictly prohibits us fromincluding in our filings with the SEC. U.S. Investors are urged to considerclosely the disclosure in our Form 20-F, File No 1-32575, available on the SECwebsite www.sec.gov.