ROYAL DUTCH SHELL PLC: Shell-BG Recommended Combination Receives Brazilian
Antitrust Clearance

THE HAGUE, July 24, 2015/PRNewswire-FirstCall/ --
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
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Royal Dutch Shell plc ("Shell") (NYSE:RDS.A) (NYSE:RDS.B) today announced that
its recommended combination with BG Group plc ("BG") has received unconditional
merger clearance from the Brazilian competition authority (CADE), satisfying the
first of the pre-conditions to the combination. Other pre-conditions include
merger clearances in Australia, China and Europe.
Commenting on CADE clearance Shell CEO, Ben van Beurden, said: "The addition of
BG's competitive deep water Brazil position to Shell's global portfolio is one
of the main strategic drivers for the combination. Securing CADE approval at
this early stage is a significant deal milestone and reflects not only Shell's
thorough preparation but also the professionalism and efficiency of the
Brazilian authorities."
Following comments made in June, when the recommended combination cleared its
first antitrust hurdle in the United States, van Beurden also today re-confirmed
the filing process is well underway in the remaining pre-conditional and other
jurisdictions, and the recommended combination remains on track to complete in
early 2016.  The pre-conditions and conditions to the combination are set out in
the 8 April deal announcement.
Additional Information
This announcement is not intended to and does not constitute or form part of any
offer to sell or subscribe for or any invitation to purchase or subscribe for
any securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Shell-BG combination or otherwise, nor shall there be any sale,
issuance or transfer of securities of Shell or BG pursuant to the Shell-BG
combination in any jurisdiction in contravention of applicable laws.
This announcement does not constitute a prospectus or prospectus equivalent
document.
Overseas jurisdictions
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the United Kingdom
should inform themselves about, and observe, any applicable requirements. The
information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
Forward looking statements
This announcement contains certain forward looking statements. All statements
other than statements of historical fact are, or may be deemed to be,
forward-looking statements including statements as to the expected progress of
the Shell-BG combination. 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 are qualified in their
entirety by the inherent risks and uncertainties surrounding future
expectations. Readers should not place undue reliance on forward looking
statements. Each forward looking statement speaks only as of the date of this
announcement. The Shell group does not undertake any obligation to publicly
update or revise any forward looking statement as a result of new information,
future events or otherwise, except to the extent legally required. In light of
these risks, results, performance and events could differ materially from those
stated, implied or inferred from the forward looking statements contained in
this announcement.
In accordance with Rule 26.1 of the Code, a copy of this announcement is also
available on the website of Shell at: http://www.shell.com



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Cautionary Note

The companies in which Royal Dutch Shell plc directly and indirectly owns
investments are separate entities. In this report “Shell”, “Shell group” and
“Royal Dutch Shell” are sometimes used for convenience where references are made
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companies over which Royal Dutch Shell plc  either directly or indirectly has
control. Companies over which Shell has joint control are generally referred to
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report, joint ventures and associates may also be referred to as
“equity-accounted investments”. The term “Shell interest” is used for
convenience to indicate the direct and/or indirect ownership interest held by
Shell in a venture, partnership or company, after exclusion of all third-party
interest.

This report contains forward-looking statements concerning the financial
condition, results of operations and businesses of Royal Dutch 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
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things, statements concerning the potential exposure of Royal Dutch Shell to
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the future operations of Royal Dutch Shell and could cause those results to
differ materially from those expressed in the forward-looking statements
included in this report, including (without limitation): (a) price fluctuations
in crude oil and natural gas; (b) changes in demand for Shell’s products; (c)
currency fluctuations; (d) drilling and production results; (e) reserves
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 addressing
climate change; (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. All forward-looking
statements contained in this report 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. Additional risk
factors that may affect future results are contained in Royal Dutch Shell’s 20-F
for the year ended December 31, 2014 (available at www.shell.com/investor and
www.sec.gov ). These risk factors also expressly qualify all forward looking
statements contained in this report and should be considered by the reader.
Each forward-looking statement speaks only as of the date of this report, July
27, 2015. Neither Royal Dutch Shell plc 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 report.

We may have used certain terms, such as resources, in this report that United
States Securities and Exchange Commission (SEC) strictly prohibits us from
including in our filings with the SEC.  U.S. Investors are urged to consider
closely the disclosure in our Form 20-F, File No 1-32575, available on the SEC
website www.sec.gov.


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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 333-199736 and 333-199736-01);
and

b) the Registration Statements on Forms S-8 of Royal Dutch Shell plc
(Registration Numbers 333-126715, 333-141397, 333-171206, 333-192821 and
333-200953).