Offer by Royal Dutch Shell plc for BG Group plc

LONDON, December 18, 2015 /PRNewswire/ —

ROYAL DUTCH SHELL PLC

RULE 2.10 ANNOUNCEMENT

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

Disclosure of total Royal Dutch Shell plc shares in issue pursuant to Rule 2.10

Royal Dutch Shell plc (NYSE: RDS.A) (NYSE: RDS.B) announces that it has today issued 49,040,564 A ordinary shares of €0.07 each in relation to the scrip dividend programme for the third quarter 2015 interim dividend. In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the “Code”), Royal Dutch Shell plc confirms that following this issue, it has the following relevant securities held and in issue outside treasury: 3,990,921,569 A ordinary shares of €0.07 each, with ISIN reference GB00B03MLX29; and 2,440,410,614 B ordinary shares of €0.07 each, with ISIN reference GB00B03MM408, each admitted to trading on the main market of the London Stock Exchange and on Euronext Amsterdam. The total number of Royal Dutch Shell plc A ordinary shares and B ordinary shares held and in issue outside treasury is 6,431,332,183. Royal Dutch Shell plc has A and B American Depositary Shares (“ADSs”) listed on the New York Stock Exchange. The Bank of New York Mellon acts as depositary. Each A ADS represents two A ordinary shares of €0.07 each and each B ADS represents two B ordinary shares of €0.07 each. The Royal Dutch Shell plc A ADSs have the trading symbol RDS.A and ISIN US7802592060 and the Royal Dutch Shell plc B ADSs have the trading symbol RDS.B and ISIN US7802591070.

The total number of shares attracting voting rights in Royal Dutch Shell plc is therefore 6,431,332,183. This figure may be used by shareholders to determine the percentage of issued share capital they hold in Royal Dutch Shell plc.

Additional Information

This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Shell-BG combination or otherwise, nor shall there be any sale, issuance or transfer of securities of Shell or BG pursuant to the Shell-BG combination in any jurisdiction in contravention of applicable laws.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdiction

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. The information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

In accordance with Rule 26.1 of the Code, a copy of this announcement is also available on the website of Shell at http://www.shell.com.

Enquiries
Shell Media Relations
International, UK, European Press: +44-20-7934-5550

Shell Investor Relations
Europe: + 31-70-377-4540
United States: +1-832-337-2034

SOURCE Royal Dutch Shell plc

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