FORM 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934

Royal Dutch Shell plc

(Exact name of registrant as specified in its charter)

England and Wales
(Jurisdiction of incorporation or organization)

30, Carel van Bylandtlaan, 2596 HR The Hague
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-          

 

 

Royal Dutch Shell plc (the “Registrant”) is filing the following exhibits on this Report on Form 6-K, each of which is hereby incorporated by reference:

Exhibit
No.		Description
99.1		Regulatory release.
99.2		Royal Dutch Shell plc – Three month period ended March 31, 2010 Unaudited Condensed Interim Financial Report.

This Unaudited Condensed Interim Financial Report contains the Unaudited Condensed Consolidated Interim Financial Statements of the Registrant and its consolidated subsidiaries for the three month period ended March 31, 2010 and Business Review in respect of such period. The Unaudited Condensed Consolidated Interim Financial Statements, including condensed notes, are presented on the same basis that such was announced by press release on April 28, 2010, that was furnished to the Commission by the Registrant on Form 6-K. This Report on Form 6-K contains the Unaudited Condensed Interim Financial Report with additional information required to keep current our registration statement on Form F-3.

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).

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 authorized.

Royal Dutch Shell plc
(Registrant)

By:		/s/ Michiel Brandjes   Name: Michiel Brandjes
		Title: Company Secretary

Date: May 6, 2010

Exhibit 99.1
Regulatory release

Three month period ended March 31, 2010
Unaudited Condensed Interim Financial Report

On April 28, 2010, Royal Dutch Shell plc (“Royal Dutch Shell”) released the Unaudited Condensed Interim Financial Report for the three month period ended March 31, 2010 of Royal Dutch Shell and its consolidated subsidiaries (collectively, “Shell”). This report includes the Unaudited Condensed Consolidated Interim Financial Statements, including condensed notes, for Shell on the same basis that such information was announced by press release on April 28, 2010.

Contact – Investor Relations
Europe:		Tjerk Huysinga		+31 70 377 4540
USA:		Harold Hatchett		+1 713 241 1042
Contact – Media
Europe:		Shell Media Contact		+31 70 377 3600

Exhibit 99.2

Royal Dutch Shell plc

Three month period ended March 31, 2010
Unaudited Condensed Interim Financial Report

Contents

		Page
UNAUDITED CONDENSED INTERIM FINANCIAL REPORT			1
BUSINESS REVIEW FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2010			2
CONDENSED CONSOLIDATED STATEMENT OF INCOME			7
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME			7
CONDENSED CONSOLIDATED BALANCE SHEET			8
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY			9
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS			10
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS			11
APPENDIX			14

Unaudited Condensed Interim Financial Report

This report contains:

(1)		A Business Review with respect to Royal Dutch Shell plc, a publicly-listed company incorporated in England and Wales and headquartered and tax resident in the Netherlands (“Royal Dutch Shell”) and its consolidated subsidiaries (collectively, with Royal Dutch Shell, “Shell”) for the three month period ended March 31, 2010; and
(2)		Unaudited Condensed Consolidated Interim Financial Statements for the three month period ended March 31, 2010 and 2009.

In this document “Shell” is sometimes used for convenience where references are made to Royal Dutch Shell and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to subsidiaries in general or to those who work for them. These expressions are also used where no useful purpose is served by identifying the particular company or companies. ‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell companies” as used in this document refer to companies in which Royal Dutch Shell either directly or indirectly has control through a majority of the voting rights or the right to exercise control or to obtain the majority of the benefits and be exposed to the majority of risks. The Consolidated Financial Statements consolidate the financial statements of the Parent Company and all subsidiairies. The companies in which Shell has significant influence but not control are referred to as “associated companies” or “associates” and companies in which Shell has joint control are referred to as “jointly controlled entities”. In this document, associates and jointly controlled entities are also referred to as “equity-accounted investments”. The term “Shell interest” is used for convenience to indicate the direct and/or indirect (for example, through our 34% shareholding in Woodside Petroleum Ltd.) ownership interest held by Shell in a venture, partnership or company, after exclusion of all third-party interests.

Except as otherwise specified, the figures shown in the tables in this Report represent those in respect of subsidiaries only, without deduction of minority interest. However, the term “Shell share” is used for convenience to refer to the volumes of hydrocarbons that are produced, processed or sold through both subsidiaries and equity-accounted investments. All of a subsidiary’s production, processing or sales volumes are included in the Shell share, even if Shell owns less than 100% of the subsidiary. In the case of equity accounted investments, however, Shell-share figures are limited only to Shell’s entitlement. In all cases, royalty payments in kind are deducted from the Shell share.

This document contains forward-looking statements (within the meaning of the United States Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations and businesses of Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Shell to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “goals”, “intend”, “may”, “objectives”, “outlook”, “plan”, “probably”, “project”, “risks”, “scheduled”, “seek”, “should”, “target”, “will” and similar terms and phrases. There are a number of factors that could affect the future operations of Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this document, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for the Shell’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserve estimates; (f) loss of market share and industry competition; (g) environmental and physical risks; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, fiscal and regulatory developments including regulatory measures as a result of climate changes; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; and (m) changes in trading conditions. Additional factors that may affect future results are contained in Shell’s Annual Report and Form 20-F for the year ended December 31, 2009 (available at www.shell.com/investor and www.sec.gov). These factors should also be considered by the reader. All forward-looking statements contained in this document are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of this document, May 6, 2010. Neither Royal Dutch Shell nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this document.

		Royal Dutch Shell plc Unaudited Condensed Interim Financial Report     1

Business Review for the three month period ended March 31, 2010

Presented under IFRS (unaudited)

$ million
		Three months
ended March 31,
		2010				2009
Income for the period			5,566				3,516
Income attributable to minority interest			85				28
Income attributable to Royal Dutch Shell plc shareholders			5,481				3,488

With effect from July 1, 2009, Shell’s organisation has been simplified which resulted in three reportable segments – Upstream, Downstream and Corporate:

•		The Exploration & Production, Oil Sands and Gas & Power segments are now reported as Upstream, excluding the solar activities that were included in Gas & Power.
•		The Oil Products and Chemicals segments are now reported as Downstream, together with the solar activities that were previously reported in Gas & Power.

Prior period financial information has been reclassified to reflect the change in segmentation.

THREE MONTHS ENDED MARCH 31, 2010

Upstream

Segment earnings were $4,415 million compared to $2,184 million a year ago. Earnings for the first quarter of 2010 included a net gain of $110 million, reflecting a gain related to the estimated fair value accounting of commodity derivatives, a divestment gain and a gain related to the mark-to-market valuation of certain gas contracts, which were partly offset by tax charges. Earnings for the first quarter 2009 included a net gain of $330 million, reflecting gains from divestments, tax credits and a gain related to the mark-to-market valuation of certain gas contracts, which were partly offset by a charge related to a pension adjustment for inflation in the USA.

Earnings compared to the first quarter 2009 reflected the effect of higher realised oil prices on revenues, increased oil and natural gas production volumes and significantly improved LNG sales volumes, which were partly offset by the impact of lower realised natural gas prices and higher royalty expenses compared to the first quarter 2009.

First quarter 2010 oil prices increased compared to the first quarter 2009, although the benefit from higher realised oil prices on the first quarter 2010 earnings was partly offset by the effect of lower realised natural gas prices, especially in Europe.

Global liquids realisations were 74% higher than in the first quarter 2009. Global gas realisations were 15% lower than in the same quarter a year ago. In the Americas, gas realisations increased by 22% whereas outside the Americas, gas realisations decreased by 21%, with European gas realisations down 29% compared to the same quarter last year, mainly due to the fact that contractual prices tend to lag changes in the relevant oil price index.

First quarter 2010 production was 3,594 thousand boe/d compared to 3,385 thousand boe/d a year ago. Crude oil production was up 1% and natural gas production increased by 12% compared to the first quarter 2009.

		Royal Dutch Shell plc Unaudited Condensed Interim Financial Report     2

First quarter 2010 production increased compared to the first quarter 2009 helped by new field start-ups and ramp-ups of fields, which more than offset the impact of natural field declines. Production was boosted by the successful ramp-ups of the Sakhalin II project in Russia and Parque das Conchas (BC-10) in Brazil, which are both producing above planned rates, and contributed some 120 thousand boe/d.

Oil Sands production in Canada (70 thousand to 80 thousand boe/d) went into planned shut-down in mid- March, and will restart in June. Shell is also expecting downtime impacts in Nigeria and the Gulf of Mexico in the second quarter of 2010.

LNG sales volumes of 4.23 million tonnes were 38% higher than in the same quarter a year ago, reflecting the successful ramp-up in sales volumes from Sakhalin II LNG and improved volumes from Nigeria LNG.

Weather-related gas sales added some $200 million to the first quarter earnings compared to the first quarter of 2009. This is unlikely to repeat in the second quarter.

Downstream

Segment earnings were $1,327 million compared to $1,199 million in the first quarter 2009. Earnings included a net charge of $35 million, reflecting an asset impairment charge and asset restructuring provisions, which were partly offset by a divestment gain. Earnings for the first quarter 2009 included a net charge of $205 million, reflecting a pension adjustment for inflation in the USA, tax charges and a charge related to the estimated fair value accounting of commodity derivatives.

In the first quarter of 2010, earnings benefited primarily from increasing crude prices on inventory by $584 million compared to a benefit of $196 million in the first quarter of 2009. After taking into account the impact of increasing crude prices on inventory, earnings were $743 million compared to $1,003 million in the first quarter 2009, reflecting lower realised refining margins, lower refinery plant intake volumes and lower marketing contributions, which were partly offset by improved Chemicals sales volumes and earnings.

Oil Products marketing earnings decreased compared to the same period a year ago due to reduced trading contributions and lower B2B earnings. These were partly offset by higher sales volumes, which increased by 2% compared to the first quarter 2009, and improved retail and lubricants contributions, mainly due to higher margins.

Industry refining margins declined significantly worldwide compared to the same period a year ago, impacting realised refining margins. Refinery plant intake volumes decreased by 5% compared to the same quarter last year, reflecting reduced demand for refined products and lower plant utilisation due to planned and unplanned maintenance work.

Refinery availability was 89% compared to 92% in the first quarter 2009.

After taking into account the impact of increasing crude prices on inventory, Chemicals earnings were $313 million compared to a loss of $74 million in the first quarter 2009, reflecting increased sales volumes, higher realised chemicals margins and improved income from equity-accounted investments.

Chemicals sales volumes increased by 11% compared to the same quarter last year. Chemicals manufacturing plant availability was 91% compared to 92% in the first quarter 2009.

Corporate

Segment results were a loss of $176 million compared to earnings of $133 million for the same period last year, mainly reflecting increased net interest expense and currency exchange charges. Earnings for the first quarter 2009 included a gain of $162 million related to tax credits.

		Royal Dutch Shell plc Unaudited Condensed Interim Financial Report     3

PORTFOLIO DEVELOPMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2010

Upstream

In Australia, Shell has entered into an agreement (Shell share 50%) with Arrow Energy Limited (Arrow) for the proposed acquisition, together with our partner PetroChina, of all of the shares in Arrow, representing a total consideration of some $3.2 billion. The offer is subject to regulatory and Arrow’s shareholder approval.

In China, Shell and PetroChina, announced plans to appraise, develop and produce tight gas under a 30-year production sharing contract in an area of approximately 4,000 square kilometres in the Jinqiu block of central Sichuan Province. In addition, shale gas assessment work commenced in January 2010 in the Fushun block that covers another area of also approximately 4,000 square kilometres.

In Nigeria, subject to approvals, Shell agreed to sell its 30% interest in three production leases (oil mining leases 4, 38 and 41) and related equipment in the Niger Delta to a consortium led by two Nigerian companies.

In the USA, at the end of the first quarter 2010, Shell produced its first oil and natural gas from the Perdido Development (Shell share 35.4%), in the deep water Gulf of Mexico. The project is expected to ramp up to expected annual peak production of more than 100 thousand barrels of oil equivalent per day (boe/d).

During the first quarter 2010, Shell participated in 3 exploration discoveries, and one appraisal, all in the US Gulf of Mexico. Shell also increased its overall acreage position, completing acquisitions of new exploration licences in Egypt, French Guiana, Pakistan, Tunisia and the USA, and was the apparent high bidder for new licences in the US Gulf of Mexico.

Downstream

In Brazil, Shell has signed a non-binding Memorandum of Understanding (MoU), with the intention to form a joint venture (Shell share 50%) for the production of ethanol, sugar and power, and the supply, distribution and retail of transportation fuels. Under the terms of the MoU, Shell will contribute its Downstream assets in Brazil (excluding lubricants) and a total payment of $1.6 billion.

In New Zealand, on April 1, 2010, Shell concluded the sale of its downstream business, including its 17.1% shareholding in the 104 thousand barrels per day refinery at Marsden Point, for a total amount of some $0.5 billion plus a working capital adjustment.

In Singapore, Shell announced the successful start-up of the ethylene cracker at its Shell Eastern Petrochemicals Complex project. The 100% Shell-owned ethylene cracker complex has a capacity of 800,000 tonnes of ethylene per annum, as well as 450,000 tonnes of propylene and 230,000 tonnes of benzene per annum.

		Royal Dutch Shell plc Unaudited Condensed Interim Financial Report     4

LIQUIDITY AND CAPITAL RESOURCES FOR THE THREE MONTHS ENDED MARCH 31, 2010

Net cash from operating activities in the first three months of 2010 was $4.8 billion compared to $7.6 billion for the same period last year.

Total current and non-current debt increased to $37.3 billion at March 31, 2010 from $25.0 billion on March 31, 2009. During the first three months of 2010, Shell issued $4.25 billion of new debt with maturity periods ranging from 2013 through 2040. All debt was issued by Shell International Finance B.V. and guaranteed by Royal Dutch Shell plc.

Net capital investment^* in the first three months of 2010 was $6.2 billion of which $5.5 billion was invested in Upstream and $0.7 billion in Downstream. Net capital investment in the same period of 2009 was $6.8 billion of which $5.8 billion was invested in Upstream, $0.9 billion in Downstream and $0.1 billion in Corporate.

Dividends of $0.42 per share were declared on April 28, 2010 in respect of the first quarter. These dividends are payable on June 9, 2010. In the case of the Class B shares, the dividends will be payable through the dividend access mechanism and are expected to be treated as UK-source rather than Dutch-source. See the Annual Report on Form 20-F for the year ended December 31, 2009 for additional information on the dividend access mechanism.

RISK FACTORS

The principal risks and uncertainties affecting Shell are described in the Risk Factors section of the Annual Report and Form 20-F for the year ended December 31, 2009 (pages 13 to 15). There are no material changes in those Risk Factors.

		Royal Dutch Shell plc Unaudited Condensed Interim Financial Report     5

^* Capital expenditure, exploration expense and new equity and loans in equity-accounted investments.

Three month period ended March 31, 2010
Unaudited Condensed Consolidated Interim Financial Statements

		Royal Dutch Shell plc Unaudited Condensed Interim Financial Report     6

Condensed Consolidated Statement of Income

$ million
Three months ended March 31,
		2010				2009
Revenue			86,062				58,222
Share of profit of equity-accounted investments			1,646				928
Interest and other income			317				291
Total revenue and other income			88,025				59,441
Purchases			65,001				40,288
Production and manufacturing expenses			5,187				5,942
Selling, distribution and administrative expenses			4,093				3,649
Research and development			214				207
Exploration			377				348
Depreciation, depletion and amortisation			2,926				3,090
Interest expense			261				183
Income before taxation			9,966				5,734
Taxation			4,400				2,218
Income for the period			5,566				3,516
Income attributable to minority interest			85				28
Income attributable to Royal Dutch Shell plc shareholders			5,481				3,488

						$
Basic earnings per share (see Note 3)			0.89				0.57
Diluted earnings per share (see Note 3)			0.89				0.57

Condensed Consolidated Statement of Comprehensive Income

$ million
Three months ended March 31,
		2010				2009
Income for the period			5,566				3,516
Other comprehensive income, net of tax:
Currency translation differences			(1,567	)			(2,276	)
Unrealised gains/(losses) on securities			(44	)			149
Cash flow hedging gains/ (losses)			(2	)			(64	)
Share of other comprehensive income/ (loss) of equity-accounted investments			(11	)			35
Other comprehensive income/ (loss) for the period			(1,624	)			(2,156	)
Comprehensive income for the period			3,942				1,360
Comprehensive income/ (loss) attributable to minority interest			(80	)			56
Comprehensive income attributable to Royal Dutch Shell plc shareholders			3,862				1,416

The Notes on pages 11 to 13 are an integral part of these Condensed Consolidated Interim Financial Statements.

		Royal Dutch Shell plc Unaudited Condensed Interim Financial Report     7

Condensed Consolidated Balance Sheet

$ million
						December 31,
		March 31, 2010				2009
ASSETS
Non-current assets
Intangible assets			5,296				5,356
Property, plant and equipment			133,669				131,619
Equity-accounted investments			31,751				31,175
Investments in securities			3,832				3,874
Deferred tax			4,563				4,533
Pre-paid pension costs			9,705				10,009
Other			8,350				9,158
			197,166				195,724
Current assets
Inventories			28,714				27,410
Accounts receivable			62,874				59,328
Cash and cash equivalents			8,448				9,719
			100,036				96,457
Total assets			297,202				292,181
LIABILITIES
Non-current liabilities
Debt			34,889				30,862
Deferred tax			14,184				13,838
Retirement benefit obligations			5,925				5,923
Other provisions			13,535				14,048
Other			4,579				4,586
			73,112				69,257
Current liabilities
Debt			2,422				4,171
Accounts payable and accrued liabilities			65,603				67,161
Taxes payable			12,504				9,189
Retirement benefit obligations			405				461
Other provisions			3,419				3,807
			84,353				84,789
Total liabilities			157,465				154,046
EQUITY
Equity attributable to Royal Dutch Shell plc shareholders			138,010				136,431
Minority interest			1,727				1,704
Total equity			139,737				138,135
Total liabilities and equity			297,202				292,181

The Notes on pages 11 to 13 are an integral part of these Condensed Consolidated Interim Financial Statements.

		Royal Dutch Shell plc Unaudited Condensed Interim Financial Report     8

Condensed Consolidated Statement of Changes in Equity

$ million
		Equity attributable to Royal Dutch Shell plc shareholders
		Ordinary				Treasury				Other				Retained								Minority
		share capital				shares				reserves[A]				earnings				Total				interest				Total equity
At January 1, 2010			527				(1,711	)			9,982				127,633				136,431				1,704				138,135
Comprehensive income for the period			—				—				(1,619	)			5,481				3,862				80				3,942
Capital contributions from minority shareholders and other changes in minority interest			—				—				—				—				—				(18	)			(18	)
Dividends paid			—				—				—				(2,555	)			(2,555	)			(39	)			(2,594	)
Treasury shares: net sales and dividends received			—				295				—				—				295				—				295
Share-based compensation			—				—				(145	)			122				(23	)			—				(23	)
At March 31, 2010			527				(1,416	)			8,218				130,681				138,010				1,727				139,737
At January 1, 2009			527				(1,867	)			3,178				125,447				127,285				1,581				128,866
Comprehensive income for the period			—				—				(2,072	)			3,488				1,416				(56	)			1,360
Capital contributions from minority shareholders and other changes in minority interest			—				—				—				—				—				12				12
Dividends paid			—				—				—				(2,405	)			(2,405	)			(30	)			(2,435	)
Treasury shares: net sales and dividends received			—				136				—				—				136				—				136
Share-based compensation			—				—				(57	)			59				2				—				2
At March 31, 2009			527				(1,731	)			1,049				126,589				126,434				1,507				127,941

[A]    See Note 2.

The Notes on pages 11 to 13 are an integral part of these Condensed Consolidated Interim Financial Statements.

		Royal Dutch Shell plc Unaudited Condensed Interim Financial Report     9

Condensed Consolidated Statement of Cash Flows

$ million
		Three months ended March 31,
		2010				2009
Cash flow from operating activities:
Income for the period			5,566				3,516
Adjustment for:
Current taxation			4,114				1,844
Interest (income)/expense			231				330
Depreciation, depletion and amortisation			2,926				3,090
Net (gains)/losses on sale of assets			(223	)			(147	)
Decrease/(increase) in net working capital			(5,630	)			(365	)
Share of profit of equity-accounted investments			(1,646	)			(928	)
Dividends received from equity-accounted investments			1,544				977
Deferred taxation and other provisions			293				365
Other			347				141
Net cash from operating activities (pre-tax)			7,522				8,823
Taxation paid			(2,740	)			(1,264	)
Net cash from operating activities			4,782				7,559
Cash flow from investing activities:
Capital expenditure			(5,247	)			(5,985	)
Investments in equity-accounted investments			(625	)			(436	)
Proceeds from sale of assets			366				204
Proceeds from sale of equity-accounted investments			31				17
(Additions to)/ proceeds from sale of securities			(7	)			6
Interest received			38				101
Net cash used in investing activities			(5,444	)			(6,093	)
Cash flow from financing activities:
Net (decrease)/increase in debt with maturity period within three months			150				(3,588	)
Other debt:
New borrowings			4,207				6,884
Repayments			(1,947	)			(1,386	)
Interest paid			(518	)			(262	)
Change in minority interest			(12	)			12
Dividends paid to:
Royal Dutch Shell plc shareholders			(2,555	)			(2,405	)
Minority interest			(39	)			(30	)
Treasury shares: net sales and dividends received			118				136
Net cash used in financing activities			(596	)			(639	)
Currency translation differences relating to cash and cash equivalents			(13	)			(54	)
(Decrease)/ increase in cash and cash equivalents			(1,271	)			773
Cash and cash equivalents at January 1			9,719				15,188
Cash and cash equivalents at March 31			8,448				15,961

The Notes on pages 11 to 13 are an integral part of these Condensed Consolidated Interim Financial Statements.

		Royal Dutch Shell plc Unaudited Condensed Interim Financial Report     10

Notes to the Condensed Consolidated Interim Financial Statements

1. Basis of preparation

These Condensed Consolidated Interim Financial Statements of Royal Dutch Shell plc and its subsidiaries (collectively known as “Shell”) are prepared on the same accounting principles as, and should be read in conjunction with, the Annual Report on Form 20-F for the year ended December 31, 2009 (pages 101 to 106) as filed with the Securities and Exchange Commission.

With effect from January 1, 2010, acquisitions and divestments are accounted for in accordance with revised IFRS 3 Business Combinations and IAS 27 Consolidated and Separate Financial Statements. The revised standards apply with prospective effect to the acquisition of a business or for certain types of transactions involving an additional investment or a partial disposal, requiring for example the recognition in income of certain transaction costs, the recognition at fair value of contingent consideration payable and the re-measurement of existing interests held or retained. The exact impact depends on the individual transaction concerned, with potentially different amounts being recognised in the Consolidated Financial Statements than would previously have been the case.

The three month period ended March 31, 2010 Condensed Consolidated Interim Financial Statements of Royal Dutch Shell plc and its subsidiaries have been prepared in accordance with IAS 34 Interim Financial Reporting.

These Condensed Consolidated Interim Financial Statements are unaudited; however, in the opinion of Shell, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods.

2. Other reserves

$ million
																		Accumulated
						Capital												other
		Merger				redemption				Share premium				Share plan				comprehensive
		reserve[A]				reserve[B]				reserve[A]				reserve				income				Total
At January 1, 2010			3,444				57				154				1,373				4,954				9,982
Other comprehensive income/ (loss) attributable to Royal Dutch Shell plc shareholders			—				—				—				—				(1,619	)			(1,619	)
Share-based compensation			—				—				—				(145	)			—				(145	)
At March 31, 2010			3,444				57				154				1,228				3,335				8,218
At January 1, 2009			3,444				57				154				1,192				(1,669	)			3,178
Other comprehensive income/ (loss) attributable to Royal Dutch Shell plc shareholders			—				—				—				—				(2,072	)			(2,072	)
Share-based compensation			—				—				—				(57	)			—				(57	)
At March 31, 2009			3,444				57				154				1,135				(3,741	)			1,049

[A]

The merger reserve and share premium reserve were established as a consequence of Royal Dutch Shell plc becoming the single parent company of Royal Dutch Petroleum Company and of The Shell Transport and Trading Company Limited in 2005.

[B]

The capital redemption reserve was established in connection with repurchases of shares of Royal Dutch Shell plc.

3. Earnings per share

Three months ended March 31,
		2010				2009
Income attributable to Royal Dutch Shell plc shareholders ($ million)			5,481				3,488
Basic weighted average number of ordinary shares			6,126,469,594				6,121,604,445
Diluted weighted average number of ordinary shares			6,132,811,234				6,124,490,679

		Royal Dutch Shell plc Unaudited Condensed Interim Financial Report     11

4. Information by business segment

Three months ended March 31, 2010

		$ million
		Upstream				Downstream				Corporate				Total
Revenue
Third party			9,448				76,603				11				86,062
Inter-segment			8,314				84				—
Segment earnings			4,415				1,327				(176	)			5,566

Three months ended March 31, 2009

		$ million
		Upstream				Downstream				Corporate				Total
Revenue
Third party			8,381				49,812				29				58,222
Inter-segment			5,279				49				—
Segment earnings			2,184				1,199				133				3,516

		Royal Dutch Shell plc Unaudited Condensed Interim Financial Report     12

5. Ordinary share capital

AUTHORISED

		March 31, 2010				December 31, 2009
Class A shares of €0.07 each			4,077,359,886				4,077,359,886
Class B shares of €0.07 each			2,759,360,000				2,759,360,000
Unclassified shares of €0.07 each			3,163,280,114				3,163,280,114
Sterling deferred shares of £1 each			50,000				50,000

ISSUED AND FULLY PAID

shares of €0.07 each										shares of £1 each
		Class A				Class B				Sterling deferred
At December 31, 2009			3,545,663,973				2,695,808,103				50,000
At March 31, 2010			3,545,663,973				2,695,808,103				50,000

$ million
		March 31, 2010				December 31, 2009
Issued and fully paid
Class A ordinary shares			300				300
Class B ordinary shares			227				227
Sterling deferred shares			[A]				[A]
			527				527

		Royal Dutch Shell plc Unaudited Condensed Interim Financial Report     13

Appendix

Share-based compensation

There are a number of share-based compensation plans for Shell employees.

Shell’s share option plans offered options to eligible employees, at a price no less than the fair market value of the shares at the date the options were granted. Since 2005, no further grants have been made under the share option plans. The following table presents the number of shares under option as at March 31, 2010 and the range of expiration dates.

Royal Dutch Shell plc

Royal Dutch Shell plc

Royal Dutch Shell plc

Share option Plans

Class A shares

Class B shares

Class A ADRs

Under option at March 31, 2010 (thousands)

50,410

19,143

10,890

Range of expiration dates

Mar 2010 – Sep 2016

Nov 2010 – Nov 2014

Apr 2010 – May 2014

Shell operates a performance share plan (PSP) replacing the previous share option plans. For the details of this plan reference is made to the Annual Report on Form 20-F 2009. The following table presents the number of shares conditionally awarded under the PSP outstanding as at March 31, 2010. The measurement period for the shares granted is three years.

Royal Dutch Shell plc

Royal Dutch Shell plc

Royal Dutch Shell plc

PSPs

Class A shares

Class B shares

Class A ADRs

Outstanding at March 31, 2010 (thousands)

24,974

10,181

8,031

Employees of participating companies in the UK may participate in the UK Sharesave Scheme. The number of Royal Dutch Shell plc Class B shares under option as at March 31, 2010 is 1,907 thousand.

Certain subsidiaries have other plans containing stock appreciation rights linked to the value of Royal Dutch Shell plc Class A ADRs. The rights outstanding as at March 31, 2010 are 524 thousand.

Ratio of earnings to fixed charges

The following table sets out, on an IFRS basis, for the years ended December 31, 2006, 2007, 2008 and 2009 and the three months ended March 31, 2010, the consolidated unaudited ratio of earnings to fixed charges of Shell. The comparative annual information is derived from the consolidated financial statements of Shell contained in the Annual Report on Form 20-F for the year ended December 31, 2009.

		Three months ended
		March 31,												Years ending December 31,
		2010				2009				2008				2007				2006				2005
Pre-tax income from continuing operations before income from equity investees			8,319				16,044				43,374				42,342				37,957				37,444
Total fixed charges			647				2,397				2,689				2,380				2,258				1,958
Distributed income from equity investees			1,544				4,903				9,325				6,955				5,488				6,709
Less: interest capitalised			270				1,088				870				667				564				427
Less: preference security dividend requirements of consolidated subsidiaries			—				—				—				—				—				7
Total earnings			10,240				22,256				54,518				51,010				45,139				45,677
Interest expensed and capitalised			531				1,630				2,051				1,775				1,713				1,494
Interest within rental expense			117				767				638				605				545				457
Less: preference security dividend requirements of consolidated subsidiaries			—				—								—				—				7
Total fixed charges			648				2,397				2,689				2,380				2,258				1,958
Ratio earnings/fixed charges			15.80				9.28				20.27				21.43				19.99				23.33

For the purposes of this table, “earnings” consists of pre-tax income from continuing operations before adjustment for minority interest and income from equity-accounted investments plus fixed charges (excluding capitalised interest) less undistributed earnings of equity-accounted investments, plus distributed income from equity-accounted

		Royal Dutch Shell plc Unaudited Condensed Interim Financial Report     14

investments. Fixed charges consist of expensed and capitalised interest plus interest within rental expenses plus preference security dividend requirements of subsidiaries.

Capitalisation and indebtedness

The following table sets out, on an IFRS basis, the unaudited consolidated combined capitalisation and indebtedness of Shell as of March 31, 2010. This information is derived from these Condensed Consolidated Interim Financial Statements.

		$ million
		March 31, 2010
Equity attributable to Royal Dutch Shell plc shareholders			138,010
Current debt			2,422
Non-current debt[A]			32,428
Total debt[B]			34,850
Total capitalisation			172,860

		Royal Dutch Shell plc Unaudited Condensed Interim Financial Report     15