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Filed Pursuant to Rule 433
Registration Nos. 333-155201
333-155201-01
SHELL INTERNATIONAL FINANCE B.V.
1.875% Guaranteed Notes due 2013
Guaranteed as to the Payment of Principal and Interest by
ROYAL DUTCH SHELL PLC
PRICING TERM SHEET
U.S$2,000,000,000 1.875% Guaranteed Notes due 2013:
     
Issuer:
  Shell International Finance B.V.
 
    
Guarantor:
  Royal Dutch Shell plc
 
    
Title:
  1.875% Guaranteed Notes due 2013 (the “2013 Notes”)
 
    
Total principal amount being issued:
  US$2,000,000,000
 
    
Denomination:
  The 2013 Notes will be issued in denominations of $1,000 and integral multiples of $1,000.
 
    
Issuance/Settlement Date:
  March 25, 2010
 
    
Guarantee:
  Payment of the principal of and interest on the 2013 Notes is fully guaranteed by Royal Dutch Shell plc.
 
    
Maturity Date:
  March 25, 2013
 
    
Day Count:
  30/360
 
    
Day Count Convention:
  Following
 
    
Interest Rate:
  1.875% per annum
 
    
Date interest starts accruing:
  March 25, 2010
 
    
Interest Payment Dates:
  September 25 and March 25 of each year, subject to the Day Count Convention.
 
    
First Interest Payment Date:
  September 25, 2010
 
    
Treasury benchmark:
  1.375% due March 2013
 
    
US treasury yield:
  1.496%
 
    
Spread to treasury:
  42bps
 
    
Re-offer yield:
  1.916%
 
    
Business Day:
  Any weekday on which banking or trust institutions in neither New York nor London are authorized generally or obligated by law, regulation or executive order to close.
 
    
Ranking:
  The 2013 Notes are unsecured and will rank equally with all of SHELL INTERNATIONAL FINANCE B.V.’s other unsecured and unsubordinated indebtedness.
 
    
Regular record dates for interest:
  The 15th calendar day preceding each Interest Payment Date, whether or not such day is a Business Day.

 

 

     
Payment of additional amounts:
  None payable under current law, provided that the 2013 Notes are listed on a recognized stock exchange as designated by the United Kingdom HM Revenue & Customs.
 
    
Listing:
  Application will be made to list the 2013 Notes on the New York Stock Exchange although neither SHELL INTERNATIONAL FINANCE B.V. nor ROYAL DUTCH SHELL PLC can guarantee such listing will be obtained.
 
    
Optional tax redemption:
  In the event of tax law changes that require the payment of additional amounts as described under “Description of Debt Securities — Provisions Applicable to Each Indenture — Optional Tax Redemption” on page 22 in the base prospectus, SHELL INTERNATIONAL FINANCE B.V. may call the 2013 Notes for redemption, in whole but not in part, prior to maturity.
 
    
Optional make-whole redemption:
  The 2013 Notes will be redeemable as a whole or in part, at the option of SHELL INTERNATIONAL FINANCE B.V. at any time, at a redemption price equal to the greater of (i) 100% of the principal amount of such series of 2013 Notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 6 basis points, plus in each case accrued interest thereon to the date of redemption.
 
    
Sinking fund:
  There is no sinking fund.
 
    
Further issuances:
  SHELL INTERNATIONAL FINANCE B.V. may, at its sole option, at any time and without the consent of the then existing note holders issue additional 2013 Notes in one or more transactions subsequent to the date of the related prospectus supplement dated March 18, 2010, with terms (other than the issuance date, issue price and, possibly, the first interest payment date and the date interest starts accruing) identical to the 2013 Notes issued pursuant to the prospectus supplement. These additional 2013 Notes will be deemed part of the same series as the 2013 Notes issued pursuant to the prospectus supplement and will provide the holders of these additional 2013 Notes the right to vote together with holders of the 2013 Notes issued pursuant to the prospectus supplement.
 
    
Public offering price:
  Per Note: 99.881%; Total: $1,997,620,000
 
    
Proceeds, before expenses, to issuer:
  Per Note: 99.761%; Total: $1,995,220,000
 
    
Underwriters:
  Barclays Capital Inc.
Credit Suisse Securities (USA) LLC
RBS Securities Inc.
 
    
CUSIP Number:
  822582 AL6
 
    
ISIN:
  US822582AL65

 

 

* * * * * * * *
The Issuer and the Guarantor have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the other documents the Issuer and the Guarantor have filed with the SEC for more complete information about the Issuer, the Guarantor and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, the Guarantor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it.

 

 

SHELL INTERNATIONAL FINANCE B.V.
4.375% Guaranteed Notes due 2020
Guaranteed as to the Payment of Principal and Interest by
ROYAL DUTCH SHELL PLC
PRICING TERM SHEET
U.S$1,250,000,000 4.375% Guaranteed Notes due 2020:
     
Issuer:
  Shell International Finance B.V.
 
    
Guarantor:
  Royal Dutch Shell plc
 
    
Title:
  4.375% Guaranteed Notes due 2020 (the “2020 Notes”)
 
    
Total principal amount being issued:
  US$1,250,000,000
 
    
Denomination:
  The 2020 Notes will be issued in denominations of $1,000 and integral multiples of $1,000.
 
    
Issuance/Settlement Date:
  March 25, 2010
 
    
Guarantee:
  Payment of the principal of and interest on the 2020 Notes is fully guaranteed by Royal Dutch Shell plc.
 
    
Maturity Date:
  March 25, 2020
 
    
Day Count:
  30/360
 
    
Day Count Convention:
  Following
 
    
Interest Rate:
  4.375% per annum
 
    
Date interest starts accruing:
  March 25, 2010
 
    
Interest Payment Dates:
  September 25 and March 25 of each year, subject to the Day Count Convention.
 
    
First Interest Payment Date:
  September 25, 2010
 
    
Treasury benchmark:
  3.625% due February 2020
 
    
US treasury yield:
  3.664%
 
    
Spread to treasury:
  77bps
 
    
Re-offer yield:
  4.434%
 
    
Business Day:
  Any weekday on which banking or trust institutions in neither New York nor London are authorized generally or obligated by law, regulation or executive order to close.
 
    
Ranking:
  The 2020 Notes are unsecured and will rank equally with all of SHELL INTERNATIONAL FINANCE B.V.’s other unsecured and unsubordinated indebtedness.
 
    
Regular record dates for interest:
  The 15th calendar day preceding each Interest Payment Date, whether or not such day is a Business Day.
 
    
Payment of additional amounts:
  None payable under current law, provided that the 2020 Notes are listed on a recognized stock exchange as designated by the United Kingdom HM Revenue & Customs.
 
    
Listing:
  Application will be made to list the 2020 Notes on the New York Stock Exchange although neither SHELL INTERNATIONAL

 

 

     
 
  FINANCE B.V. nor ROYAL DUTCH SHELL PLC can guarantee such listing will be obtained.
 
    
Optional tax redemption:
  In the event of tax law changes that require the payment of additional amounts as described under “Description of Debt Securities — Provisions Applicable to Each Indenture — Optional Tax Redemption” on page 22 in the base prospectus, SHELL INTERNATIONAL FINANCE B.V. may call the 2020 Notes for redemption, in whole but not in part, prior to maturity.
 
    
Optional make-whole redemption:
  The 2020 Notes will be redeemable as a whole or in part, at the option of SHELL INTERNATIONAL FINANCE B.V. at any time, at a redemption price equal to the greater of (i) 100% of the principal amount of such series of 2020 Notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 12 basis points, plus in each case accrued interest thereon to the date of redemption.
 
    
Sinking fund:
  There is no sinking fund.
 
    
Further issuances:
  SHELL INTERNATIONAL FINANCE B.V. may, at its sole option, at any time and without the consent of the then existing note holders issue additional 2020 Notes in one or more transactions subsequent to the date of the related prospectus supplement dated March 18, 2010, with terms (other than the issuance date, issue price and, possibly, the first interest payment date and the date interest starts accruing) identical to the 2020 Notes issued pursuant to the prospectus supplement. These additional 2020 Notes will be deemed part of the same series as the 2020 Notes issued pursuant to the prospectus supplement and will provide the holders of these additional 2020 Notes the right to vote together with holders of the 2020 Notes issued pursuant to the prospectus supplement.
 
    
Public offering price:
  Per Note: 99.528%; Total: $1,244,100,000
 
    
Proceeds, before expenses, to issuer:
  Per Note: 99.328%; Total: $1,241,600,000
 
    
Underwriters:
  Barclays Capital Inc.
Credit Suisse Securities (USA) LLC
RBS Securities Inc.
 
    
CUSIP Number:
  822582 AM4
 
    
ISIN:
  US822582AM49

 

 

* * * * * * * *
The Issuer and the Guarantor have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the other documents the Issuer and the Guarantor have filed with the SEC for more complete information about the Issuer, the Guarantor and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, the Guarantor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it.

 

 

SHELL INTERNATIONAL FINANCE B.V.
5.500% Guaranteed Notes due 2040
Guaranteed as to the Payment of Principal and Interest by
ROYAL DUTCH SHELL PLC
PRICING TERM SHEET
U.S$1,000,000,000 5.500% Guaranteed Notes due 2040:
     
 
Issuer:
  Shell International Finance B.V.
 
 
Guarantor:
  Royal Dutch Shell plc
 
 
Title:
  5.500% Guaranteed Notes due 2040 (the “2040 Notes”)
 
 
Total principal amount being issued:
  US$1,000,000,000
 
Denomination:
  The 2040 Notes will be issued in denominations of $1,000 and integral multiples of $1,000.
 
Issuance/Settlement Date:
  March 25, 2010
 
Guarantee:
  Payment of the principal of and interest on the 2040 Notes is fully guaranteed by Royal Dutch Shell plc.
 
Maturity Date:
  March 25, 2040
 
Day Count:
  30/360
 
Day Count Convention:
  Following
 
Interest Rate:
  5.500% per annum
 
Date interest starts accruing:
  March 25, 2010
 
Interest Payment Dates:
  September 25 and March 25 of each year, subject to the Day Count Convention.
 
First Interest Payment Date:
  September 25, 2010
 
Treasury benchmark:
  4.375% due November 2039
 
US treasury yield:
  4.583%
 
Spread to treasury:
  95bps
 
Re-offer yield:
  5.533%
 
Business Day:
  Any weekday on which banking or trust institutions in neither New York nor London are authorized generally or obligated by law, regulation or executive order to close.
 
Ranking:
  The 2040 Notes are unsecured and will rank equally with all of SHELL INTERNATIONAL FINANCE B.V.’s other unsecured and unsubordinated indebtedness.
 
Regular record dates for interest:
  The 15th calendar day preceding each Interest Payment Date, whether or not such day is a Business Day.
 
Payment of additional amounts:
  None payable under current law, provided that the 2040 Notes are listed on a recognized stock exchange as designated by the United Kingdom HM Revenue & Customs.
 
Listing:
  Application will be made to list the 2040 Notes on the New York Stock Exchange although neither SHELL INTERNATIONAL

 

 

     
 
 
  FINANCE B.V. nor ROYAL DUTCH SHELL PLC can guarantee such listing will be obtained.
 
Optional tax redemption:
  In the event of tax law changes that require the payment of additional amounts as described under “Description of Debt Securities — Provisions Applicable to Each Indenture — Optional Tax Redemption” on page 22 in the base prospectus, SHELL INTERNATIONAL FINANCE B.V. may call the 2040 Notes for redemption, in whole but not in part, prior to maturity.
 
Optional make-whole redemption:
  The 2040 Notes will be redeemable as a whole or in part, at the option of SHELL INTERNATIONAL FINANCE B.V. at any time, at a redemption price equal to the greater of (i) 100% of the principal amount of such series of 2040 Notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 14 basis points, plus in each case accrued interest thereon to the date of redemption.
 
Sinking fund:
  There is no sinking fund.
 
Further issuances:
  SHELL INTERNATIONAL FINANCE B.V. may, at its sole option, at any time and without the consent of the then existing note holders issue additional 2040 Notes in one or more transactions subsequent to the date of the related prospectus supplement dated March 18, 2010, with terms (other than the issuance date, issue price and, possibly, the first interest payment date and the date interest starts accruing) identical to the 2040 Notes issued pursuant to the prospectus supplement. These additional 2040 Notes will be deemed part of the same series as the 2040 Notes issued pursuant to the prospectus supplement and will provide the holders of these additional 2040 Notes the right to vote together with holders of the 2040 Notes issued pursuant to the prospectus supplement.
 
Public offering price:
  Per Note: 99.520%; Total: $995,200,000
 
Proceeds, before expenses, to issuer:
  Per Note: 99.070%; Total: $990,700,000
 
Underwriters:
  Barclays Capital Inc.
 
  Credit Suisse Securities (USA) LLC
 
  RBS Securities Inc.
 
CUSIP Number:
  822582 AN2
 
ISIN:
  US822582AN22

 

 

* * * * * * * *
The Issuer and the Guarantor have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the other documents the Issuer and the Guarantor have filed with the SEC for more complete information about the Issuer, the Guarantor and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, the Guarantor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it.