LONDON, April 20, 2015 /PRNewswire/ --

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 (NYSE:RDS.A)(NYSE:RDS.B)         

(b) Owner or controller of interests and short                            

positions disclosed, if different from 1(a):    N/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  

offeree?                                        OFFEROR                                                          

(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,      

is the discloser making disclosures in respect                                

of any other party to the offer?                YES

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 securities owned
    and/or controlled:                 Nil            0        Nil          0                                      
    (2) Cash-settled derivatives:      Nil            0        Nil          0                                   
    (3) Stock-settled derivatives
    (including options) and
    agreements to purchase/sell:       Nil            0        Nil          0                                   
    TOTAL:                             Nil            0        Nil          0
    Class of relevant security:                        B ordinary shares             
                                              Interests            Short positions   
                                       Number         %        Number       %       
    (1) Relevant securities owned
    and/or controlled:                 Nil            0        Nil          0                                 
    (2) Cash-settled derivatives:      Nil            0        Nil          0                                   
    (3) Stock-settled derivatives
    (including options) and
    agreements to purchase/sell:       Nil            0        Nil          0                                 
    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                                   
to which subscription right exists:      N/A                                           
Details, including nature of the                                   
rights concerned and relevant                                                 
percentages:                             N/A                                                               
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 ( http://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: +44-(0)207-934-4456 


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 http://www.thetakeoverpanel.org.uk          .

SOURCE Royal Dutch Shell plc