TIDMRDSA TIDMRDSB 
 
FORM 8 (DD) 
 
 PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT 
   (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS) 
 
           Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code") 
 
1.         KEY INFORMATION 
 
(a) Full name of discloser:                          Simon Henry 
 
(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/offeree in relation to whose     Royal Dutch Shell plc (offeror) 
relevant securities this form relates: 
     Use a separate form for each offeror/offeree 
 
(d) Status of person making the disclosure:          Person acting in concert with 
     e.g. offeror, offeree, person acting in concert offeror (Royal Dutch Shell plc) 
with the offeror/offeree (specify name of offeror/ 
offeree) 
 
(e) Date dealing undertaken:                         28 August 2015 
 
(f)  In addition to the company in 1(c) above, is    NO 
the discloser making disclosures in respect of any 
other party to the offer? 
     If it is a cash offer or possible cash offer, 
state "N/A" 
 
2.         POSITIONS OF THE PERSON 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 following the dealing 
 
Class of relevant security:                        A ordinary shares 
 
                                         Interests                Short positions 
 
                                     Number         %[1]         Number           % 
 
(1) Relevant securities owned        49,175       0.001255         Nil           Nil 
and/or controlled: 
 
(2) Cash-settled derivatives:         Nil           Nil            Nil           Nil 
 
(3) Stock-settled derivatives         Nil           Nil            Nil           Nil 
(including options) and 
agreements to purchase/sell: 
 
                                     49,175       0.001255         Nil           Nil 
     TOTAL: 
 
  [1] Percentage calculations are based on Royal Dutch Shell plc's total number 
of A ordinary shares in issue being 3,918,015,024 and B ordinary shares in 
issue being 2,440,410,614. 
 
Class of relevant security:                         B ordinary shares 
 
                                          Interests                Short positions 
 
                                      Number           %           Number          % 
 
(1) Relevant securities owned         295,781       0.01212          Nil          Nil 
and/or controlled: 
 
(2) Cash-settled derivatives:           Nil           Nil            Nil          Nil 
 
(3) Stock-settled derivatives           Nil           Nil            Nil          Nil 
(including options) and 
agreements to purchase/sell: 
 
                                      295,781       0.01212          Nil          Nil 
     TOTAL: 
 
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 (including directors' and 
other employee options) 
 
Class of relevant security in relation to  B ordinary shares 
which subscription right exists: 
 
Details, including nature of the rights    Interests held under the Royal Dutch Shell 
concerned and relevant percentages:        plc Long Term Incentive Plan*: 302,729[A] 
                                           (0.012405%) 
 
                                           Interests held under the Royal Dutch Shell 
                                           plc Deferred Bonus Plan*: 111,161[B] 
                                           (0.004555%) 
 
                                           The exercise price is nil for all the 
                                           shares. 
 
                                           [A] The vesting of these shares is subject 
                                           to performance conditions. 
 
                                           [B] The vesting of 25,382 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). 
 
3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE 
 
Where there have been dealings in more than one class of relevant securities of 
the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as 
appropriate) for each additional class of relevant security dealt in. 
 
The currency of all prices and other monetary amounts should be stated. 
 
(a)        Purchases and sales 
 
(i)         Party to an offer or person acting in concert (except for a 
principal trader in the same group as a connected adviser) 
 
  Class of relevant       Purchase/sell     Number of securities     Price per unit 
      security 
 
A ordinary shares           Purchase               10,000               EUR23.1938 
 
(ii)        Principal trader where the sole reason for the connection is that 
the principal trader is in the same group as a connected adviser 
 
Class of relevant Purchases/ sales   Total number of  Highest price per Lowest price per 
    security                           securities        unit paid/        unit paid/ 
                                                          received          received 
 
 
(b)        Cash-settled derivative transactions 
 
    Class of        Product         Nature of dealing       Number of    Price per unit 
    relevant      description    e.g. opening/closing a     reference 
    security        e.g. CFD      long/short position,      securities 
                                  increasing/reducing a 
                                   long/short position 
 
 
(c)        Stock-settled derivative transactions (including options) 
 
(i)         Writing, selling, purchasing or varying 
 
Class of    Product      Writing,    Number of  Exercise    Type     Expiry    Option 
relevant  description   purchasing,  securities price per   e.g.      date      money 
security   e.g. call     selling,     to which    unit    American,             paid/ 
             option    varying etc.    option             European            received 
                                      relates               etc.              per unit 
 
 
(ii)        Exercise 
 
Class of relevant      Product         Exercising/        Number of      Exercise price 
    security         description    exercised against    securities         per unit 
                  e.g. call option 
 
 
(d)        Other dealings (including subscribing for new securities) 
 
 Class of relevant       Nature of dealing             Details        Price per unit (if 
     security            e.g. subscription,                              applicable) 
                             conversion 
 
 
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 or person acting in concert making the disclosure and any other person: 
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 or person acting in concert making the 
disclosure 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 
 
 
 

(MORE TO FOLLOW) Dow Jones Newswires

September 01, 2015 12:12 ET (16:12 GMT)