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Letter to Shell Shareholders from Shell Chairman, Jorma Ollila

Wall Street Journal image of Jorma Ollila 

10 April 2008

Dear Shareholder,

I am pleased to invite you to the Company’s Annual General Meeting which will be held on Tuesday May 20, 2008.

The principal meeting place for the AGM will be in The Hague, with an audio-visual link to a satellite meeting place in London.

Our venue in The Hague remains the same as last year, however please note that this year we have a new venue in London, namely The Barbican Centre. This venue is more centrally located in London and we hope shareholders will find it more convenient.

While the Directors will be located in The Hague, shareholders located in London will be able to participate fully in the meeting via an audio-visual link. Shareholders in each location will be able to see and hear the other location by way of large screens located on stage, and ask questions at designated question points.

Shareholders in both The Hague and London will also be able simultaneously to vote on each of the resolutions, and on any other matter which may properly come before the meeting, using electronic handsets.

Details of the arrangements for the meeting locations in The Hague and London are given on pages 16 and 17.

The meeting will be conducted in English although there will be Dutch translation facilities available at each venue.

BUSINESS OF THE MEETING

The business to be conducted at the meeting is set out in this Notice with explanatory notes concerning each of the resolutions.

The business is of a routine nature for a listed company and your Board recommends that you vote in favour of each of the resolutions.

Employee Incentive Plans

I would like in particular to bring to your attention Resolutions 13 and 14 which relate to amendments to the employee incentive plans award policy. The Board proposes to increase individual award limits under the Long-term Incentive Plan and to extend
Restricted Share Plan participation to Executive Directors. These amendments are policy changes and do not constitute changes to the plan rules previously approved by shareholders.

Separately, the Board has made certain technical amendments to plan rules in order to benefit the administration of the Plans. These technical amendments are aimed primarily at compliance with the American Jobs Creation Act and do not require shareholders’ approval.

More information concerning the proposed amendments to the employee incentive plans award policy is given in the Explanatory Notes on pages 10 and 11. Th e new plan rules will be on display at the meeting.

Articles of Association

We are also asking shareholders to approve a number of amendments to the Articles of Association of the Company primarily to reflect the provisions of the Companies Act 2006.
Whilst we are asking for your approval to amend the Articles at the 2008 AGM, a number of the new Act provisions are currently scheduled to come into effect in October 2009 and it may therefore be necessary to make further changes to the Articles at the 2009 AGM, or at a subsequent AGM.

So far as the 2008 AGM is concerned, an explanation of the main changes between the proposed and the existing articles of association is set out in the appendix on page 18

Appointment of new Director

Finally, I would also like to draw your attention to Resolution 3. This resolution relates to the election of a new Director of the Company and I am delighted that Dr. Josef Ackermann has agreed to join the Board as a Non-executive Director. I hope you will vote in support of his appointment.

QUESTION AND ANSWER SESSION

The Annual General Meeting provides an opportunity for you to ask questions about the business set out in this Notice and to raise other matters about the business of the Company.

As Chairman of the Meeting, I will endeavour to ensure that discussions are kept relevant and that as many shareholders as possible have the opportunity to speak.

VOTING

All resolutions for consideration at the meeting will be decided on a poll rather than a show of hands. This means that a shareholder has one vote for every share held. Even if you are not able to come to the meeting, I would urge you to vote by following the guidance notes on pages 12 to 15.

Yours faithfully,

Jorma Ollila
Chairman

Royal Dutch Shell Plc

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