As filed with the Securities and Exchange Commission on December 16, 2010.

Registration No. 333-     

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ROYAL DUTCH SHELL PLC

England and Wales		N/A
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

Carel van Bylandtlaan 30
2596 HR, The Hague, The Netherlands
(Address of Principal Executive Offices, including Zip Code)

GLOBAL EMPLOYEE SHARE PURCHASE PLAN
GLOBAL EMPLOYEE SHARE PURCHASE PLAN (US)
SHELL PROVIDENT FUND
ROYAL DUTCH SHELL PLC LONG TERM INCENTIVE PLAN (PERFORMANCE SHARE PLAN)
(Full title of the plans)

CT CORPORATION SYSTEM
111 Eighth Avenue, 13th Floor
New York, New York 10011
(Name and address of agent for service)

(212) 894-8400
(Telephone number, including area code, of agent for service)

Copies to:
William P. Rogers, Jr.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019-7475
(212) 474-1000
Fax: (212) 474-3700

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.

CALCULATION OF REGISTRATION FEE

									Proposed maximum					Proposed maximum
	Title of securities			Amount to be					offering price per					aggregate					Amount of
	to be registered (1)			registered (2)					share					offering price					registration fee
	Class A Ordinary Shares, nominal value €0.07 per share				50,000,000	(3)				$32.33	(4)				$1,616,500,000	(4)				$115,256
	Class B Ordinary Shares, nominal value €0.07 per share				1,000,000	(3)				$32.23	(5)				$32,230,000	(5)				$2,298

 

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

     All information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     All information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with or furnished to the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”) by Royal Dutch Shell plc (“Royal Dutch Shell”) are incorporated in this Registration Statement by reference and shall be deemed to be a part hereof:

	(a)		the Annual Report on Form 20-F of Royal Dutch Shell for the year ended December 31, 2009 (Registration No. 001-32575), as filed with the Commission on March 16, 2010;
	(b)		the Current Reports on Form 6-K of Royal Dutch Shell filed pursuant to Section 13(a) or Section 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report on Form 20-F referred to in (a) above;
	(c)		the Registration Statement on Form F-4 of Royal Dutch Shell (Registration No. 333-125037) as filed with the SEC on May 19, 2005; and
	(d)		the Annual Report of Shell Provident Fund on Form 11-K (Registration No. 001-32575) for the year ended December 31, 2009, as filed with the SEC on June 25, 2010.

     The following documents subsequently filed or furnished by Royal Dutch Shell with or to the Commission after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement:

	•		reports filed under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act; and
	•		reports furnished on Form 6-K that indicate that they are incorporated by reference in this Registration Statement.

     Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this Registration Statement or in any document that also is incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article 151 of the articles of association of Royal Dutch Shell provides that, as far as the legislation allows this, we: (i) can indemnify any director of the company against any liability; and (ii) can purchase and maintain insurance against any liability for any director of the company. As our articles of association do not prohibit the indemnification of officers of the company against liability, we may purchase and maintain insurance against any liability for any of our officers.

     We have entered into a deed of indemnity with each of the Royal Dutch Shell directors. The terms of each of these deeds is identical and reflects the new statutory provisions on indemnities introduced by the Companies Act 2006. Under the terms of each deed, Royal Dutch Shell undertakes to indemnify the relevant Royal Dutch Shell director, to the widest extent permitted by law, against any and all liability, howsoever caused (including by that director’s own negligence), suffered or incurred by that director in the course of that director acting as a director or employee of Royal Dutch Shell, any member of the Royal Dutch Shell Group of Companies or certain other entities. It is a term of each indemnity that Royal Dutch Shell and the relevant director agree to be bound by the provisions in the Royal Dutch Shell articles of association relating to arbitration and exclusive jurisdiction.

     The relevant provisions of the Companies Act are sections 206, 232, 233, 234, 235 and 1157.

     Section 232 state that any provision to exempt to any extent a director from liability for negligence, default, breach of duty or trust by him in relation to the company is void. Any provision by which a company directly or indirectly provides (to any extent) an indemnity for a director of the company or an associated company against any such liability is also void unless it is a qualifying third party indemnity provision. Pursuant to Section 233 we are still permitted to purchase insurance against any such liability for a director of the company or an associated company.

     An indemnity is a qualifying third party indemnity as long as it does not provide: (i) any indemnity against any liability incurred by the director to the company or to any associated company; (ii) any indemnity against any liability incurred by the director to pay a fine imposed in criminal proceedings or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature; and (iii) any indemnity against any liability incurred by the director in defending criminal proceedings in which he is convicted, civil proceedings brought by the company or an associated company in which judgment is given against him or where the court refuses to grant him relief under an application under sections 661(3) and (4) (acquisition of shares by innocent nominee) or its power under section 1157 (described below). Any qualifying third party indemnity in force for the benefit of one or more directors of the company must be disclosed in the directors’ annual report.

     Section 206 provides that a company can provide a director with funds to meet expenditures incurred or to be incurred by him in defending any criminal or civil proceedings or in connection with any application under sections 661(3) and 661(4) (acquisition of shares by innocent nominee) or section 1157 (described below). Such financial assistance must be repaid if the director is convicted, judgment is found against him or the court refuses to grant the relief on the application. Section 1157 provides that:

“(1)

If in any proceedings for negligence, default, breach of duty or breach of trust against an officer of a company or a person employed by a company as auditor (whether he is or is not an officer of the company) it appears to the court hearing the case that that officer or person is or may be liable in respect of the negligence, default, breach of duty or breach of trust, but that he has acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused for the negligence, default, breach

			of duty or breach of trust, that court may relieve him, either wholly or partly, from his liability on such terms at it thinks fit.
	“(2)		If any such officer or person as above-mentioned has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty or breach of trust, he may apply to the court for relief; and the court on the application has the same power to relieve him as under this section it would have had if it had been a court before which proceedings against that person for negligence, default, breach of duty or breach of trust had been brought.
	“(3)		Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant or defender ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case in whole or in part from the jury and forthwith direct judgment to be entered for the defendant or defender on such terms as to costs or otherwise as the judge may think proper.”

The following provisions would only apply in circumstances where the arbitration provisions of our articles of association would be invalid or inapplicable. While English law permits a shareholder to initiate a lawsuit on behalf of the company only in limited circumstances, the Companies Act permits a shareholder whose name is on the register of shareholders of the company to apply for a court order:

	(i)		when the company’s affairs are being or have been conducted in a manner unfairly prejudicial to the interests of all or some shareholders, including the shareholder making the claim; or
	(ii)		when any act or omission of the company is or would be so prejudicial.

     A court has wide discretion in granting relief, and may authorize civil proceedings to be brought in the name of the company by a shareholder on terms that the court directs. Except in these limited circumstances, English law does not generally permit class action lawsuits by shareholders on behalf of the company or on behalf of other shareholders.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

(a)

The following exhibits are filed with or incorporated by reference into this Registration Statement:

Exhibit Number		Description
4.1		Memorandum of Association of Royal Dutch Shell (incorporated by reference to Exhibit No. 3.1 of the Registration Statement of Royal Dutch Shell plc on Form F-4, Registration No. 333-125037 filed with the Commission on May 18, 2005).
4.2		Articles of Association of Royal Dutch Shell plc (incorporated by reference to Exhibit 99.3 to the Report on Form 6-K of Royal Dutch Shell plc furnished to the Commission on November 5, 2008).
4.3		Deposit Agreement among Royal Dutch Shell, JPMorgan Chase Bank, N.A., and Owners and Beneficial Owners of Class A American Depositary Receipts (incorporated by reference to Exhibit 99.2 of the Report on Form 6-K of Royal Dutch Shell, as furnished to the Commission on July 20, 2005).
4.4		Form of Class A American Depositary Receipts representing Royal Dutch Shell Class A American Depositary Shares each evidencing the right to receive two Class A Shares of Royal Dutch Shell (incorporated by reference to Exhibit 99.3 of the Report on Form 6-K of Royal Dutch Shell, as furnished to the Commission on July 20, 2005).

Exhibit Number		Description
4.5		Deposit Agreement among Royal Dutch Shell, JPMorgan Chase Bank, N.A., and Owners and Beneficial Owners of Class B American Depositary Receipts (incorporated by reference to Exhibit 99.4 of the Report on Form 6-K of Royal Dutch Shell, as furnished to the Commission on July 20, 2005).
4.6		Form of Class B American Depositary Receipts representing Royal Dutch Shell Class B American Depositary Shares each evidencing the right to receive two Class B Shares of Royal Dutch Shell (incorporated by reference to Exhibit 99.5 of the Report on Form 6-K of Royal Dutch Shell, as furnished to the Commission on July 20, 2005).
4.7		Shell Provident Fund Regulations and Trust Agreement, as amended (incorporated by reference to Exhibit 4.7 of Amendment No. 2 to the registration statement on Form S-8 of Royal Dutch Shell, as filed with the Commission on June 18, 2007).
5.1		Determination Letter dated April 7, 2003, of Internal Revenue Service as to the Shell Provident Fund (incorporated by reference to Exhibit 5.3 of the registration statement on Form S-8 of Royal Dutch Shell, as filed with the Commission on July 20, 2005).
*23.1		Consent of PricewaterhouseCoopers LLP.
*23.2		Consent of PricewaterhouseCoopers LLP (relating to the Shell Provident Fund).
*24		Powers of Attorney (included as part of the signature pages).

(b)

The Registrant will submit any amendment to the Shell Provident Fund to the Internal Revenue Service (“IRS”) in a timely manner and will make all changes required by the IRS in order to continue the qualification of the Shell Provident Fund under Section 401 of the Internal Revenue Code.

ITEM 9. UNDERTAKINGS.

(a)

The undersigned registrant hereby undertakes:

1.

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

	(i)		To include any prospectus required by Section 10(a)(3) of the Securities Act;
	(ii)		To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
	(iii)		To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to

			Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
	2.		That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	3.		To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	(b)		The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(c)		Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The Hague, on December 16, 2010.

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Simon Henry, his or her true and lawful attorney-in-fact and agent with full powers of substitution to sign on his or her behalf, individually and in any and all capacities, including the capacities stated below, any and all amendments (including post-effective amendments) to this Registration Statement and any subsequent registration statement filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all respective exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney-in-fact and agent, full power and authority to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name		Title		Date
/s/ Jorma Ollila   Jorma Ollila		Chairman of the Board of Directors		December 15, 2010
/s/ Lord Kerr of Kinlochard   Lord Kerr of Kinlochard		Deputy Chairman of the Board of Directors		December 15, 2010
/s/ Peter Voser   Peter Voser		Chief Executive Officer (Principal Executive Officer)		December 15, 2010
/s/ Simon Henry   Simon Henry		Chief Financial Officer (Principal Financial Officer; Principal Accounting Officer)		December 15, 2010
/s/ Malcolm Brinded   Malcolm Brinded		Executive Director, Upstream International		December 15, 2010

Name		Title		Date
/s/ Josef Ackermann   Josef Ackermann		Director		December 15, 2010
/s/ Guy Elliott   Guy Elliott		Director		December 15, 2010
/s/ Charles O. Holliday   Charles O. Holliday		Director		December 15, 2010
/s/ Gerard Kleisterlee   Gerard Kleisterlee		Director		December 15, 2010
/s/ Wim Kok   Wim Kok		Director		December 15, 2010
/s/ Christine Morin-Postel   Christine Morin-Postel		Director		December 15, 2010
/s/ Jeroen van der Veer   Jeroen van der Veer		Director		December 15, 2010
/s/ Hans Wijers   Hans Wijers		Director		December 15, 2010

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

     Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Royal Dutch Shell plc, has signed this Registration Statement or amendment thereto in Delaware on December 16, 2010.

THE SHELL PROVIDENT FUND

     Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Shell Provident Fund) have duly caused this Registration Statement to be signed on behalf of the Shell Provident Fund by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on December 16, 2010.

EXHIBIT INDEX

Exhibit
Number				Description
	4.1			Memorandum of Association of Royal Dutch Shell (incorporated by reference to Exhibit No. 3.1 of the Registration Statement of Royal Dutch Shell plc on Form F-4, Registration No. 333-125037 filed with the Commission on May 18, 2005).
	4.2			Articles of Association of Royal Dutch Shell plc (incorporated by reference to Exhibit 99.3 to the Report on Form 6-K of Royal Dutch Shell plc furnished to the Commission on November 5, 2008).
	4.3			Deposit Agreement among Royal Dutch Shell, JPMorgan Chase Bank, N.A., and Owners and Beneficial Owners of Class A American Depositary Receipts (incorporated by reference to Exhibit 99.2 of the Report on Form 6-K of Royal Dutch Shell, as furnished to the Commission on July 20, 2005).
	4.4			Form of Class A American Depositary Receipts representing Royal Dutch Shell Class A American Depositary Shares each evidencing the right to receive two Class A Shares of Royal Dutch Shell (incorporated by reference to Exhibit 99.3 of the Report on Form 6-K of Royal Dutch Shell, as furnished to the Commission on July 20, 2005).
	4.5			Deposit Agreement among Royal Dutch Shell, JPMorgan Chase Bank, N.A., and Owners and Beneficial Owners of Class B American Depositary Receipts (incorporated by reference to Exhibit 99.4 of the Report on Form 6-K of Royal Dutch Shell, as furnished to the Commission on July 20, 2005).
	4.6			Form of Class B American Depositary Receipts representing Royal Dutch Shell Class B American Depositary Shares each evidencing the right to receive two Class B Shares of Royal Dutch Shell (incorporated by reference to Exhibit 99.5 of the Report on Form 6-K of Royal Dutch Shell, as furnished to the Commission on July 20, 2005).
	4.7			Shell Provident Fund Regulations and Trust Agreement, as amended (incorporated by reference to Exhibit 4.7 of Amendment No. 2 to the registration statement on Form S-8 of Royal Dutch Shell, as filed with the Commission on June 18, 2007).
	5.1			Determination Letter dated April 7, 2003, of Internal Revenue Service as to the Shell Provident Fund (incorporated by reference to Exhibit 5.3 of the registration statement on Form S-8 of Royal Dutch Shell, as filed with the Commission on July 20, 2005).
	23.1			Consent of PricewaterhouseCoopers LLP.
	23.2			Consent of PricewaterhouseCoopers LLP (relating to the Shell Provident Fund).
	24			Powers of Attorney (included as part of the signature pages).

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Royal Dutch Shell plc of our report dated March 15, 2010, relating to the financial statements of Royal Dutch Shell plc, included in the Annual Report on Form 20-F (File No. 001-32575) for the year ended December 31, 2009.

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Royal Dutch Shell plc of our report dated June 25, 2010 relating to the financial statements of the Shell Provident Fund, which appears in the Form 11-K (Registration No. 001-32575) for such fund for the year ended December 31, 2009.