FORM 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of

Royal Dutch Shell plc

(Exact name of registrant as specified in its charter)

(Jurisdiction of incorporation or organization)

The Netherlands
Tel No: 011 31 70 377 9111
(Address of principal executive officers)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  þ Form 40-F  o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  o      No  þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-                     

 

 

This Report on Form 6-K is incorporated by reference into:

a) the Registration Statement on Form F-3 of Royal Dutch Shell plc and Shell International Finance B.V. (Registration Numbers 333-155201 and 333-155201-01); and

b) the Registration Statements on Forms S-8 of Royal Dutch Shell plc (Registration Numbers 333-126715 and 333-141397).

TR-1: NOTIFICATION OF MAJOR INTERESTS IN SHARES

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:

Royal Dutch Shell plc (B shares)

		State
2. Reason for the notification		Yes/No
An acquisition or disposal of voting rights		Yes
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
An event changing the breakdown of voting rights
Other (please specify):
3. Full name of person(s) subject to the notification obligation:		Legal & General Group
		Plc (Group)
		Legal & General
		Investment
		Management Limited
		(LGIM)
4. Full name of shareholder(s) (if different from 3.):		Legal & General
		Assurance (Pensions
		Management) Limited
		(PMC)
		Legal & General Group
		Plc (L&G)
5. Date of the transaction and date on which the threshold is crossed or reached:		16 March 2010
6. Date on which issuer notified:		17 March 2010
7. Threshold(s) that is/are crossed or reached:		Below 5% (Group)
		Below 5% (LGIM)

8. Notified details:

A: Voting rights attached to shares

Class/type

Situation previous to

of shares

the Triggering

if possible

transaction

using the

Number

Number

Resulting situation after the triggering transaction

ISIN

of

of Voting

Number of

Number of voting rights

% of voting rights

CODE

Shares

Rights

shares

Direct

Indirect

Direct

Indirect

B ORD

EURO

134,917,430

0.07 (UK)

(as at 12/3/2010)

Below 5%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

						Number of
						voting rights that
						may be acquired
						if the instrument
Type of financial				Exercise/Conversion		is exercised/		% of voting
instrument		Expiration date		Period		converted		rights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments Resulting situation after the triggering transaction

Number of

Type of

voting rights

financial

Exercise

Expiration

Exercise/Conversion

instrument

% of voting

instrument

Price

date

Period

refers to

rights

Nominal

Delta

Total (A+B+C)
Number of voting rights		% of voting rights

Below 5%

9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable

Legal & General Group Plc (Direct and Indirect) (Group) (Below 5% = Total Position)

Legal & General Investment Management (Holdings) Limited (Direct and Indirect) (LGIMH) (Below 5% = Total Position)

Legal & General Investment Management Limited (Indirect) (LGIM) (Below 5% = Total Position)

     Legal & General Group Plc (Direct) (L&G) (121,780,156 — 4.51% = LGAS, LGPL & PMC)

Legal & General Investment Management		Legal & General Insurance Holdings Limited
(Holdings) Limited (Direct) (LGIMHD)		(Direct) (LGIH)
(104,194,661 — 3.86% = PMC)
Legal & General Assurance (Pensions		Legal & General Assurance Society Limited
Management) Limited (PMC) (104,194,661		(LGAS & LGPL)
- 3.86% = PMC)
		Legal & General Pensions Limited (Direct) (LGPL)

Proxy Voting:

10. Name of the proxy holder:

N/A

11. Number of voting rights proxy holder will cease to hold:

N/A

12. Date on which proxy holder will cease to hold voting rights:

N/A

13. Additional information:

Notification using the total voting rights figure of 2,695,808,103

14. Contact name:

Mark Edwards, Royal Dutch Shell plc

15. Contact telephone number:

020 7934 2817

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.

Royal Dutch Shell plc
(Registrant)

Date: March 19, 2010