TIDMRDSA TIDMRDSB 
 
FORM 8 (OPD) 
 
           PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER 
 
              Rules 8.1 and 8.2 of the Takeover Code (the "Code") 
 
1. KEY INFORMATION 
 
(a) Full name of discloser:                     Royal Dutch Shell plc 
 
(b) Owner or controller of interests and short  N/A 
positions disclosed, if different from 1(a): 
 
The naming of nominee or vehicle companies is 
insufficient. For a trust, the trustee(s), 
settlor and beneficiaries must be named. 
 
(c) Name of offeror in relation to whose 
relevant securities this form relates           Royal Dutch Shell plc 
 
Use a separate form for each offeror/offeree 
 
(d) Is the discloser the offeror or the         OFFEROR 
offeree? 
 
(e) Date position held:                         17 April 2015 
 
The latest practicable date prior to the 
disclosure 
 
(f) In addition to the company in 1(c) above,   YES 
is the discloser making disclosures in respect 
of any other party to the offer?                If YES, specify which: BG Group plc 
 
If it is a cash offer or possible cash offer, 
state "N/A" 
 
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE 
 
If there are positions or rights to subscribe to disclose in more than one 
class of relevant securities of the offeror or offeree named in 1(c), copy 
table 2(a) or (b) (as appropriate) for each additional class of relevant 
security. 
 
(a) Interests and short positions in the relevant securities of the offeror or 
offeree to which the disclosure relates 
 
Class of relevant security:                        A ordinary shares 
 
                                          Interests            Short positions 
 
 
                                       Number         %[1]     Number       % 
 
(1) Relevant                           Nil            0        Nil          0 
securities owned 
and/or 
controlled: 
 
(2) Cash-settled                       Nil            0        Nil          0 
derivatives: 
 
(3) Stock-settled                      Nil            0        Nil          0 
derivatives 
(including 
options) and a 
greements to 
purchase/sell: 
 
TOTAL:                                 Nil            0        Nil          0 
 
 
Class of relevant security:                        B ordinary shares 
 
                                          Interests            Short positions 
 
 
                                       Number         %        Number       % 
 
(1) Relevant                           Nil            0        Nil          0 
securities owned 
and/or 
controlled: 
 
(2) Cash-settled                       Nil            0        Nil          0 
derivatives: 
 
(3) Stock-settled                      Nil            0        Nil          0 
derivatives 
(including 
options) and a 
greements to 
purchase/sell: 
 
TOTAL:                                 Nil            0        Nil          0 
 
[1] Percentage calculations are based on Royal Dutch Shell plc's total number of A 
ordinary shares in issue being 3,894,584,881 and B ordinary shares in issue 
being 2,440,410,614 (in each case, held outside treasury). 
 
 
 
All interests and all short positions should be disclosed. 
 
Details of any open stock-settled derivative positions (including traded 
options), or agreements to purchase or sell relevant securities, should be 
given on a Supplemental Form 8 (Open Positions). 
 
Details of any securities borrowing and lending positions or financial 
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL). 
 
(b) Rights to subscribe for new securities 
 
Class of relevant security in relation   N/A 
to which subscription right exists: 
 
Details, including nature of the         N/A 
rights concerned and relevant 
percentages: 
 
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING 
THE DISCLOSURE 
 
Details of any interests, short positions and rights to subscribe (including 
directors' and other employee options) of any person acting in concert with 
the party to the offer making the disclosure: 
 
(A) Interests held by directors of Royal Dutch Shell plc and their close 
relatives and related trusts 
 
Class of relevant security                 A ordinary shares                  B ordinary shares 
 
                                         Number             %              Number             % 
 
Jorma Ollila                             25,000             0.000642       Nil                Nil 
Hans Wijers                              5,251              0.000135       Nil                Nil 
Ben van Beurden                          26,749             0.000687       Nil                Nil 
Simon Henry                              9,175              0.000236       311,452            0.012762 
Guy Elliott                              Nil                Nil            5,777              0.000237 
Euleen Goh                               Nil                Nil            Nil                Nil 
Charles O. Holliday                      Nil                Nil            30,000*            0.001229 
Gerard Kleisterlee                       5,254              0.000135       Nil                Nil 
Sir Nigel Sheinwald                      Nil                Nil            1,000              0.000041 
Linda G. Stuntz                          Nil                Nil            8,400*             0.000344 
Patricia A. Woertz                       Nil                Nil            6,000*             0.000246 
Gerrit Zalm                              2,026              0.000052       Nil                Nil 
 
* These shares are held in the form of American depositary shares (one B 
American depositary share being equivalent to two B ordinary shares). 
 
(B) Interests held by directors of Royal Dutch Shell plc under its share plans 
 
 
Class of relevant security             A ordinary shares        B ordinary shares     Exercise price 
 
Long Term Incentive Plan** 
Ben van Beurden                        402,662[A]               Nil                   Nil 
Simon Henry                            Nil                      297,914 [A]           Nil 
Deferred Bonus Plan** 
Ben van Beurden                        82,141[B]                Nil                   Nil 
Simon Henry                            Nil                      109,393 [C]           Nil 
 
[A] The vesting of these shares is subject to performance conditions. 
 
[B] The vesting of 6,643 of these shares is subject to performance 
conditions. 
 
[C] The vesting of 24,978 of these shares is subject to performance 
conditions. 
 
** The exact vesting date of the shares under these plans cannot be 
specified. All awards under these plans have a three year performance or a 
three year deferral period. The timing of the vesting of the awards after 
such period has ended is dependent on a number of factors including, for 
example, approval by Royal Dutch Shell plc's remuneration committee and / or 
the timing of close periods. Further details of these plans are set out in 
Royal Dutch Shell's annual report and accounts for the year ending 31 
December 2014 ( www.shell.com/global/aboutshell/investor/ 
financial-information/annual-reports-and-publications.html). 
 
(C) Interests held by other presumed concert parties of Royal Dutch Shell plc 
 
Class of relevant security                     A ordinary shares              B ordinary shares 
 
                                              Number            %            Number           % 
 
Shell Asset Management Company B.V.         2,208,042       0.056695       1,533,668      0.062845 
Merrill Lynch International                 1,968***        0.000051           Nil           Nil 
 
*** These shares are held in the form of American depositary shares (one A 
American depositary share being equivalent to two A ordinary shares). 
 
Details of any open stock-settled derivative positions (including traded 
options), or agreements to purchase or sell relevant securities, should be 
given on a Supplemental Form 8 (Open Positions). 
 
Details of any securities borrowing and lending positions or financial 
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL). 
 
4. OTHER INFORMATION 
 
(a) Indemnity and other dealing arrangements 
 
Details of any indemnity or option arrangement, or any agreement or 
understanding, formal or informal, relating to relevant securities which may be 
an inducement to deal or refrain from dealing entered into by the party to the 
offer making the disclosure or any person acting in concert with it: 
 
Irrevocable commitments and letters of intent should not be included. If there 
are no such agreements, arrangements or understandings, state "none" 
 
None. 
 
(b) Agreements, arrangements or understandings relating to options or 
derivatives 
 
Details of any agreement, arrangement or understanding, formal or informal, 
between the party to the offer making the disclosure, or any person acting in 
concert with it, and any other person relating to: 
 
(i) the voting rights of any relevant securities under any option; or 
 
(ii) the voting rights or future acquisition or disposal of any relevant 
securities to which any derivative is referenced: 
 
If there are no such agreements, arrangements or understandings, state "none" 
 
None. 
 
(c) Attachments 
 
Are any Supplemental Forms attached? 
 
Supplemental Form 8 (Open Positions)                            NO 
 
 
Supplemental Form 8 (SBL)                                       NO 
 
 
Date of disclosure:                     20 April 2015 
 
Contact name:                           Sarah Else 
 
Telephone number:                       0207 934 4456 
 
Public disclosures under Rule 8 of the Code must be made to a Regulatory 
Information Service and must also be emailed to the Takeover Panel at 
monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available 
for consultation in relation to the Code's disclosure requirements on +44 (0)20 
7638 0129. 
 
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk. 
 
 
 
 
 
 
 
END