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Shell-BG merger approved by Brazil

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THE HAGUE, July 24, 2015 /PRNewswire/ —

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

Royal Dutch Shell plc (“Shell”) (NYSE: RDS.A) (NYSE: RDS.B) today announced that its recommended combination with BG Group plc (“BG”) has received unconditional merger clearance from the Brazilian competition authority (CADE), satisfying the first of the pre-conditions to the combination. Other pre-conditions include merger clearances in Australia, China and Europe.

Commenting on CADE clearance Shell CEO, Ben van Beurden, said: “The addition of BG’s competitive deep water Brazil position to Shell’s global portfolio is one of the main strategic drivers for the combination. Securing CADE approval at this early stage is a significant deal milestone and reflects not only Shell’s thorough preparation but also the professionalism and efficiency of the Brazilian authorities.”

Following comments made in June, when the recommended combination cleared its first antitrust hurdle in the United States, van Beurden also today re-confirmed the filing process is well underway in the remaining pre-conditional and other jurisdictions, and the recommended combination remains on track to complete in early 2016.  The pre-conditions and conditions to the combination are set out in the 8 April deal announcement.

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 jurisdictions

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.

Forward looking statements

This announcement contains certain forward looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements including statements as to the expected progress of the Shell-BG combination. Forward looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Readers should not place undue reliance on forward looking statements. Each forward looking statement speaks only as of the date of this announcement. The Shell group does not undertake any obligation to publicly update or revise any forward looking statement as a result of new information, future events or otherwise, except to the extent legally required. In light of these risks, results, performance and events could differ materially from those stated, implied or inferred from the forward looking statements contained in this announcement.

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

Shell Media Relations

International:   +44(0)207-934-5550

Americas:        +1-713-241-4544

Shell Investor Relations

Europe:          +31-70-377-4540

North America:   +1-832-337-2034

SOURCE Royal Dutch Shell plc

SOURCE

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