Filed by Royal Dutch Shell plc

This communication is filed pursuant to Rule 425 under The Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14d-2 of the Securities Exchange Act of 1934, as amended.

Subject Company: Royal Dutch Petroleum Company

Registration Number: 333-125037

Date: May 19, 2005

LEGAL INFORMATION

Holders of ordinary shares of Royal Dutch Petroleum Company (N.V. Koninklijke Nederlandsche Petroleum Maatschappij) (“Royal Dutch”) are urged to carefully review the registration statement on Form F-4 (including the prospectus) and other documents relating to the Royal Dutch exchange offer (the “Royal Dutch Offer”) that have been or will be filed with, or furnished to, the US Securities and Exchange Commission (the “SEC”) by Royal Dutch Shell plc (“Royal Dutch Shell”) and the related solicitation/recommendation statement on Schedule 14D-9 that has been filed with the SEC by Royal Dutch and, as the case may be, the Royal Dutch Offer document and the prospectus which will be filed with, or furnished to, Euronext Amsterdam N.V. and the Dutch Authority for the Financial Markets by Royal Dutch Shell, regarding the Royal Dutch Offer, because each of these documents will contain important information relating to the Royal Dutch Offer. A free copy of these documents filed with the SEC (once filed) and other documents made public or filed with, or furnished to, the SEC by Royal Dutch Shell, Royal Dutch and The “Shell” Transport and Trading Company, p.l.c (“Shell Transport”) can be obtained at the SEC’s website at www.sec.gov. These documents may also be obtained at the Royal Dutch Shell website at www.shell.com/unification free of charge by contacting Investor Relations, Shell International B.V., FSK, PO Box 162, 2501 AN The Hague, The Netherlands.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO ITALY OR JAPAN

The Royal Dutch Offer and the Scheme are not being and will not be made, directly or indirectly, in or into or by the use of the mails or any other means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or internet) of interstate or foreign commerce of, or any such facilities of a national securities exchange of, Japan, and are not and will not be capable of acceptance by any such use, means, instrumentality or facilities from or within Japan. The Royal Dutch Offer and the Scheme are not being made to residents of Japan or in Japan. This document and other documents related to the Transaction must not be electronically provided to, nor accessed by, residents of Japan or persons who are in Japan. Copies of this document and any other documents related to the Transaction are not being, and must not be, mailed or otherwise distributed or sent to any person or company in or from Japan. Persons receiving this document (including custodians, nominees and trustees) or other documents related to the Transaction must not distribute or send them to any person or company in or from Japan.

The Royal Dutch Offer and the Scheme have not been notified to the Commissione Nazionale per le Società e la Borsa pursuant to applicable Italian securities laws and implementing regulations. Absent such notification, no public offer can be carried out in the Republic of Italy. Consequently, this document and other documents relating to the Transaction have not been, and not cannot be, disclosed to any Italian residents or person or entity in the Republic of Italy and no other form of solicitation has been and can be, carried out in the Republic of Italy. This document and any document relating to the Transaction may not be mailed, distributed, disseminated or otherwise disclosed to any Italian residents or persons or entities in the Republic of Italy.

The Royal Dutch Offer is not to be made in New Zealand and may not be accepted by persons in New Zealand except as set out below. No prospectus has been registered with the New Zealand Registrar of Companies in accordance with the Securities Act 1978 (New Zealand) (the “New Zealand Securities Act”). Accordingly, neither the Royal Dutch Offer Document nor any other offering materials or advertisement in relation to the Royal Dutch Offer may be received by a person in New Zealand nor may Royal Dutch Shell Shares be offered directly or indirectly in New Zealand except in circumstances where there is no contravention of the New Zealand Securities Act (or any statutory modification or re-enactment of, or statutory substitution for, the New Zealand Securities Act).

The distribution of this document in jurisdictions other than The Netherlands, England or the US may be affected by the laws of the relevant jurisdiction. Interested persons should inform themselves about and observe all applicable requirements. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

CAUTIONARY STATEMENTS CONCERNING FORWARD LOOKING STATEMENTS

This document contains forward-looking statements that are subject to risk factors associated with the oil, gas, power, chemicals and renewables business as well as risks related to the proposed transaction pursuant to which Royal Dutch Shell will become the holding company of Royal Dutch and Shell Transport (the “Transaction”). It is believed that the expectations reflected in these statements are reasonable, but they may be affected by a variety of variables which could cause actual results, trends or reserves replacement to differ materially, including, but not limited to: the failure of the conditions to the Transaction to be satisfied (including the failure of the Royal Dutch general meeting of shareholders to approve the implementation agreement between Royal Dutch Shell, Royal Dutch and Shell Transport and the failure of Shell Transport shareholders to approve the scheme of arrangement of Shell Transport (the “Scheme”)); the costs related to the Transaction; the failure of the Transaction to achieve the expected benefits; changes in dividend policy; the development of the trading market in Royal Dutch Shell shares; tax treatment of dividends paid to shareholders; the accounting implications of the Transaction and other factors affecting the Royal Dutch/Shell Group’s businesses generally, including, but not limited to, price fluctuations, actual demand, currency fluctuations, drilling and production results, reserve estimates, loss of market, industry competition, environmental risks, physical risks, risks associated with the identification of suitable potential acquisition properties and targets and successful negotiation and consummation of such transactions, the risk of doing business in developing countries, legislative, fiscal and regulatory developments including potential litigation and regulatory effects arising from recategorisation of reserves, economic and financial market conditions in various countries and regions, political risks, project delay or advancement, approvals and cost estimates. Each forward-looking statement speaks only as of the date of the particular statement. Please refer to the Annual Report on Form 20-F for the year ended 31 December 2004 (as amended) for a description of certain important factors, risks and uncertainties that may affect the Royal Dutch/Shell Group’s businesses. None of Royal Dutch Shell, Royal Dutch, Shell Transport nor any member of the Royal Dutch/Shell Group undertakes any obligation to publicly update or revise any forward-looking statements as a result of new information, future events or other information. In light of these risks, the results of Royal Dutch Shell, Royal Dutch, Shell Transport, the Royal Dutch/Shell Group or the Royal Dutch Shell Group could differ materially from the forward-looking statements contained in this document.

THE FOLLOWING IS A JOINT PRESS RELEASE ISSUED ON MAY 19, 2005 BY ROYAL DUTCH SHELL, ROYAL DUTCH AND SHELL TRANSPORT

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO ITALY OR JAPAN

FOR IMMEDIATE RELEASE 19 MAY 2005

JOINT ANNOUNCEMENT BY N.V. KONINKLIJKE NEDERLANDSCHE
PETROLEUM MAATSCHAPPIJ (“ROYAL DUTCH”), THE “SHELL”
TRANSPORT AND TRADING COMPANY, PUBLIC LIMITED COMPANY
(“SHELL TRANSPORT”) AND ROYAL DUTCH SHELL PLC (“ROYAL
DUTCH SHELL”)

ANNOUNCEMENT OF FINAL PROPOSALS FOR THE RECOMMENDED
UNIFICATION OF ROYAL DUTCH AND SHELL TRANSPORT

Summary

Background to and reasons for the Transaction

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The Transaction

Dividends

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Dividends declared on the “B” Shares will be paid in Pounds Sterling, although holders of “B” Shares will be able to elect to receive dividends in euro. Holders of “A” ADRs and “B” ADRs will receive dividend payments in US Dollars.

Buy backs

Jeroen van der Veer, Chief Executive, said today: “We have been encouraged by the widespread support of shareholders since the unification proposals were initially announced in October last year. We look forward to our shareholders formally voting on the final proposals on 28 June 2005 in The Hague and London. In publishing the full documentation today, we remain firmly on track for the completion of the Transaction in July.”

This summary should be read in conjunction with the full text of this announcement. Please refer to the legal notices at the end of the full text of this announcement.

Enquiries:

US Call Centres:
Holders of Royal Dutch New York Registered Shares: Within the US call toll free (877) 278 4235, outside of the US call +1 212 440 9800 Monday to Friday 9.00 a.m. to 11.00 p.m., New York time

Holders of Shell Transport ADRs: Within the US call toll free (877) 278 6357, outside of the US call +1 212 440 9800 Monday to Friday 9.00 a.m. to 11.00 p.m., New York time

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO ITALY OR JAPAN

FOR IMMEDIATE RELEASE 19 MAY 2005

JOINT ANNOUNCEMENT BY N.V. KONINKLIJKE NEDERLANDSCHE
PETROLEUM MAATSCHAPPIJ (“ROYAL DUTCH”), THE “SHELL”
TRANSPORT AND TRADING COMPANY, PUBLIC LIMITED COMPANY
(“SHELL TRANSPORT”) AND ROYAL DUTCH SHELL PLC (“ROYAL
DUTCH SHELL”)

ANNOUNCEMENT OF FINAL PROPOSALS FOR THE RECOMMENDED
UNIFICATION OF ROYAL DUTCH AND SHELL TRANSPORT

On 28 October 2004, the Royal Dutch Boards and the Shell Transport Board announced that they had unanimously agreed, in principle, to propose to their shareholders the unification of Royal Dutch and Shell Transport under a single parent company, Royal Dutch Shell. Today, the Royal Dutch Boards, the Shell Transport Board and the Royal Dutch Shell Board are announcing final proposals for the recommended unification. Full documentation containing further details of the Transaction and of Royal Dutch Shell will be made available to shareholders today.

Background

Following the announcements made on 5 March 2004, 18 March 2004 and 17 June 2004, a review of the structure and overall governance of Royal Dutch, Shell Transport and the Royal Dutch/Shell Group was carried out by a Steering Group drawn from the Royal Dutch Boards and the Shell Transport Board. The Steering Group was chaired by Lord Kerr of Kinlochard and its members were Maarten van den Bergh, Sir Peter Job, Jonkheer Aarnout Loudon and Jeroen van der Veer.

The terms of reference of the Steering Group were to consider:

On 28 October 2004, the Royal Dutch Boards and the Shell Transport Board announced the Transaction together with reforms in management and governance.

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Reasons for the Transaction

The Royal Dutch Boards and the Shell Transport Board believe that implementation of the Transaction and the governance proposals announced on 28 October 2004 will deliver significant benefits, including:

The Transaction will result in Royal Dutch Shell becoming the parent company of Royal Dutch and Shell Transport. The Transaction is to be effected: (i) by way of an exchange offer by Royal Dutch Shell for the Royal Dutch Shares; and (ii) by way of a scheme of arrangement of Shell Transport under section 425 of the Companies Act.

Royal Dutch Shell will have two classes of ordinary shares, “A” Shares and “B” Shares. With the exception of holders of Royal Dutch New York Registered Shares who are being offered “A” ADRs, Royal Dutch Shareholders are being offered “A” Shares under the Royal Dutch Offer. Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants are being offered “B” Shares under the Scheme and holders of Shell Transport ADRs are being offered “B” ADRs . “A” ADRs and “B” ADRs will represent two “A” Shares and two “B” Shares respectively.

The “A” Shares and the “B” Shares will have identical rights except in relation to the Dividend Access Mechanism by which dividends having a UK source are intended to be paid to holders of “B” Shares.

Share exchange terms

The terms of the Transaction reflect the current 60:40 ownership of the Royal Dutch/Shell Group by Royal Dutch and Shell Transport. The Transaction seeks to ensure that Royal Dutch Shareholders, Shell Transport Ordinary Shareholders, holders of Shell Transport Bearer Warrants and holders of Shell Transport ADRs are offered Royal Dutch Shell Shares or Royal Dutch Shell ADRs representing the equivalent

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economic interest in the RDS Group following implementation of the Transaction as their existing shares or ADRs represent in the Royal Dutch/Shell Group.

There are currently 2,069,520,000 Royal Dutch Shares and 9,603,350,000 Shell Transport Ordinary Shares in issue. Accordingly, Royal Dutch Shareholders, Shell Transport Ordinary Shareholders, holders of Shell Transport Bearer Warrants and holders of Shell Transport ADRs will each receive, respectively:

The exchange ratios have been calculated so as to ensure that, assuming full acceptance of the Royal Dutch Offer, immediately following Completion the “A” Shares will represent 60 per cent. of the issued ordinary share capital of Royal Dutch Shell and the “B” Shares 40 per cent.

Fractional Entitlements

As a result of the exchange ratios, some Shell Transport Ordinary Shareholders, holders of Shell Transport Bearer Warrants and holders of Shell Transport ADRs may be entitled to fractions of “B” Shares or “B” ADRs (as appropriate). However, such fractions will not be allotted or issued to such persons, but will be aggregated and sold in the market on their behalf as soon as possible following the Effective Date at the best price which can reasonably be obtained at the time of sale. The net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale) shall be paid to the persons entitled to them in accordance with their fractional entitlements. Anyone entitled to receive any net proceeds of sale of fractional entitlements will receive a cheque in due course in respect of such proceeds.

Implementation and conditions

The Transaction will be implemented in accordance with the Implementation Agreement entered into by Royal Dutch Shell, Royal Dutch and Shell Transport on 18 May 2005.

The Transaction can only become effective if: (i) all the conditions to the Royal Dutch Offer; and (ii) all the conditions to the Scheme have, in each case, been satisfied or, to the extent permitted, waived. The Transaction is, amongst other things, conditional, subject to waiver, upon the number of Royal Dutch Shares that have been validly tendered for exchange, and have not been withdrawn, before the expiry of the Royal Dutch Offer Acceptance Period representing at least 95 per cent. of the issued share capital of Royal Dutch that is then outstanding. Full details of the conditions to which the Transaction is subject are set out in Appendix 1.

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Timetable

A summary timetable for the Transaction is set out at Appendix 2. The principal events within the Transaction timetable include:

New corporate structure

On Completion the two existing parent companies, Royal Dutch and Shell Transport, will become subsidiaries of a single parent company, Royal Dutch Shell. The terms of the existing arrangements between Royal Dutch and Shell Transport will terminate upon Completion.

Royal Dutch Shell is incorporated in England and Wales and is headquartered and resident in The Netherlands for Dutch and UK tax purposes. The current split central offices of the Royal Dutch/Shell Group will be consolidated into a single headquarters in The Netherlands.

Directors of Royal Dutch Shell

Royal Dutch Shell has a single tier board of directors headed by a Non-Executive Chairman, with management led by a Chief Executive.

Aad Jacobs is the Non-Executive Chairman of Royal Dutch Shell with responsibility for leadership of the Royal Dutch Shell Board. Aad Jacobs will be Chairman until his previously planned retirement at the Royal Dutch Shell annual general meeting in 2006 when it is envisaged that he will be succeeded by an external appointee. The search for his successor has commenced. Lord Kerr is the Deputy Chairman of the Royal Dutch Shell Board and senior independent Non-Executive Director.

Jeroen van der Veer will lead Royal Dutch Shell as Chief Executive. He is already acting as Group Chief Executive of the Royal Dutch/Shell Group.

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Reporting to Jeroen van der Veer are: Peter Voser, Chief Financial Officer; Malcolm Brinded, Executive Director of Exploration and Production; Linda Cook, Executive Director of Gas & Power; and Rob Routs, Executive Director of Oil Products and Chemicals. Jeroen van der Veer chairs an Executive Committee comprising himself and the four executive directors named above.

The Royal Dutch Shell Board comprises ten Non-Executive Directors (including the Chairman) and five Executive Directors as set out below:

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Six of the ten non-executive directors on the Royal Dutch Shell Board have been drawn from the seven members of the Royal Dutch Supervisory Board; four have been drawn from the nine non-executive directors of the Shell Transport Board.

Five of the ten non-executive directors are expected to be replaced by 2008, namely the Chairman in 2006 and two more in each of 2007 and 2008. The retiring non-executive directors will be replaced by candidates with the appropriate experience and qualifications to ensure the continued effectiveness of the Royal Dutch Shell Board’s supervision of the RDS Group.

The Royal Dutch directors and Shell Transport directors who are not joining the Royal Dutch Shell Board will retire from the Royal Dutch Boards and the Shell Transport Board.

Dividend policy

In setting the level of the dividend, the Royal Dutch Shell Board will seek to increase dividends at least in line with inflation over time. The base for the 2005 financial year will be the dividends paid by Royal Dutch in respect of the financial year ended 31 December 2004.

Dividends declared by Royal Dutch Shell will, following Completion, be paid on a quarterly basis starting with the dividend for the second quarter of 2005. This dividend is expected to be declared on 28 July 2005 and paid on 15 September 2005. The ex-dividend date will be 3 August 2005.

Royal Dutch and Shell Transport have declared dividends on their respective shares of euro 0.46 and 4.55p per share in respect of the first quarter of 2005. The Royal Dutch Shell Board will take these dividends into account when determining the dividends which Royal Dutch Shell should declare for the remainder of the year.

Dividend Access Mechanism

To facilitate the preservation of the current tax treatment of dividends paid to Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants, dividends to be received by holders of “B” Shares are intended to have a UK source. This will be achieved by paying the dividends to which they are entitled through the Dividend Access Mechanism. The Dividend Access Mechanism has been approved by the Dutch Revenue Service. Dividends to be received by holders of “A” Shares will have a Dutch source.

In the event that any of the dividends to which holders of “B” Shares are entitled are not paid through the Dividend Access Mechanism, the balance will be paid with Dutch source dividends. The dividend access mechanism may be suspended or terminated at

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any time by the Royal Dutch Shell Board, without financial recompense, for instance in response to changes in relevant tax legislation.

Currency of dividends

Royal Dutch Shell will declare its dividend in euro.

Dividends declared on the “A” Shares will be paid in euro, although holders of “A” Shares will be able to elect to receive dividends in Pounds Sterling. Dividends declared on the “B” Shares will be paid in Pounds Sterling, although holders of “B” Shares will be able to elect to receive dividends in euro. Holders of Royal Dutch Shell ADRs will receive payment in US dollars and will not be able to elect to receive dividends in any other currency

The Pounds Sterling and US Dollar amounts that will be paid to investors in Royal Dutch Shell who receive dividends in those currencies will be announced at the same time as the declaration of the dividend in euro.

On 3 February 2005, it was announced that, given the strong cash and debt position of the Royal Dutch/Shell Group at the end of 2004, the Royal Dutch and Shell Transport share buy back programme would be re-launched with a projected return of surplus cash to shareholders for 2005 in the range of US$3 billion to US$5 billion, subject to continued high oil prices. Royal Dutch Shell intends to continue the Royal Dutch and Shell Transport share buy back programme on this basis.

Current Dutch tax law generally imposes withholding tax on buy backs, but would allow Royal Dutch Shell’s buy back of “A” Shares free of withholding tax. Following Completion Royal Dutch Shell expects to buy back “A” Shares in preference to “B” Shares, considering, amongst other factors, any prevailing market price differences as well as the relative tax treatment of buy backs of “A” Shares and “B” Shares. In any event, any withholding tax arising on buy backs would be borne by Royal Dutch Shell and not the selling shareholder.

Listings

Applications have been made to the UK Listing Authority for the “A” Shares and the “B” Shares to be admitted to the Official List, and to the London Stock Exchange for the “A” Shares and the “B” Shares to be admitted to trading on the London Stock Exchange’s market for listed securities.

An application has been made, subject to the Royal Dutch Offer being declared unconditional (gestanddoening), to list the “A” Shares and the “B” Shares on Euronext Amsterdam. Subject to official notice of issuance, the listing of the “A” ADRs and the “B” ADRs on the New York Stock Exchange has been approved.

Trading

“A” Shares and “B” Shares will trade either on Euronext Amsterdam (settling through Euroclear Nederland) or on the London Stock Exchange (through SETS, settling through CREST, or through DTS, settling through Euroclear Nederland). The “A”

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ADRs and “B” ADRs will trade on the New York Stock Exchange, such trades settling in accordance with US market practice for settlement of US publicly traded securities.

The “A” Shares and the “B” Shares will be denominated in euro. However, trading in “A” Shares and “B” Shares will take place in the local currency of the stock exchange or trading system through which they are traded. Accordingly, “A” Shares and “B” Shares will trade in Pounds Sterling on the London Stock Exchange if traded through SETS or in euro if traded through the DTS facility, and will trade in euro on Euronext Amsterdam. Royal Dutch Shell ADRs will trade in US dollars.

De-listings

Shell Transport intends to seek the de-listing of the Shell Transport Ordinary Shares from the Official List with effect from Completion of the Transaction. Similarly, Royal Dutch intends to seek the de-listing of the Royal Dutch Shares from the Official List, Euronext Amsterdam and New York Stock Exchange following Completion.

Shareholders are encouraged to refer to the detailed documents being made available to them today and are urged to take the actions described therein to support the proposals.

Royal Dutch Shareholders

The period during which Royal Dutch Shareholders can tender their Royal Dutch Shares in the Royal Dutch Offer will end, subject to extension, at 11.00 p.m. (Amsterdam time) on 18 July 2005. Holders of Royal Dutch Shares are requested to make their acceptances known in the appropriate manner as described in the Offer Documents.

In addition, the Royal Dutch Boards are seeking approval of the Implementation Agreement at the Royal Dutch annual general meeting that will be held at 10:30 a.m. (Amsterdam time) on 28 June 2005. Further details of this proposal will be contained in the Royal Dutch annual general meeting notice to be made available to Royal Dutch Shareholders.

Shell Transport Shareholders

The Shell Transport Board is seeking approval of the Scheme at the Court Meeting and at the related Shell Transport EGM. The Court Meeting will be held at 12.00 noon on 28 June 2005 (or as soon thereafter as the Shell Transport annual general meeting concludes or is adjourned) and the Shell Transport EGM is to be held at 12.10 p.m. on 28 June 2005 (or as soon thereafter as the Court Meeting concludes or is adjourned). Shell Transport shareholders are encouraged to vote on the resolutions to be proposed at the Court Meeting and Shell Transport EGM by taking the actions set out in the detailed Transaction documents that are expected to be made available to Shell Transport Shareholders today.

The Transaction

Royal Dutch Shell, Royal Dutch and Shell Transport will not incur any material liability for corporate tax or stamp duty/SDRT in relation to the implementation of the

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Transaction. The overall effect of the Transaction in tax terms is also broadly neutral for the Royal Dutch/Shell Group.

Generally, there should be no tax liability for Dutch, UK or US Shell Transport Ordinary Shareholders in respect of the implementation of the Scheme, or for Dutch or US Royal Dutch Shareholders in respect of the implementation of the Royal Dutch Offer. The exchange of Royal Dutch Shares pursuant to the Royal Dutch Offer is a disposal for UK tax purposes that will not qualify for UK rollover relief. Royal Dutch Shareholders who are potentially liable to UK tax on chargeable gains may therefore (depending on individual circumstances and subject to any available exemptions or reliefs) incur a chargeable gain on disposing of their shares. Any holders of shares in either Royal Dutch or Shell Transport who are in any doubt as to their tax position should consult their own professional tax advisers.

Taxation of dividends

The “A” Shares and the “B” Shares in Royal Dutch Shell facilitate the preservation of the existing tax treatment on dividends for all shareholders. Dividends paid on the “A” Shares will be taxed in the same manner as dividends currently paid on the Royal Dutch Shares. They will have a Dutch source for tax purposes and will be subject to Dutch withholding tax. It is intended that dividends paid to holders of “B” Shares will have a UK source for tax purposes and, accordingly, will not be subject to Dutch withholding tax and will be taxed in the same manner as dividends currently paid on the Shell Transport Ordinary Shares. The Dividend Access Mechanism has been established for this purpose.

Transfers of Royal Dutch Shell Shares or Royal Dutch Shell ADRs

Trades of “A” Shares and “B” Shares on Euronext or through the London Stock Exchange’s DTS facility will be settled within Euroclear Nederland. There should not therefore be a charge to stamp duty or SDRT for the transferee. Trades of Royal Dutch Shell ADRs should also be free of stamp duty and SDRT.

Trades of “A” Shares and “B” Shares through the London Stock Exchange’s SETS facility will be settled within CREST and will be liable to SDRT at a rate of 0.5 per cent.

Royal Dutch Shell Shareholders seeking to move Royal Dutch Shell Shares from Euroclear Nederland into a CREST account will be able to do so, free of stamp duty and SDRT, for a transaction fee of €5.00. Royal Dutch Shell Shareholders who move Royal Dutch Shell Shares from their CREST accounts to Euroclear Nederland will incur a transaction fee of £2.15 and will incur a 1.5 per cent. SDRT charge on the value of the shares.

Part XXI of the Listing Particulars contains further information relating to dividend taxation and transfer duties.

UK City Code

This announcement is being made pursuant to Rule 2.5 of the City Code.

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AFM

This announcement is being made pursuant to article 9(b)(2)(d) of the 1995 Securities Decree.

Interests in Shell Transport

Pursuant to the requirements of Rule 2.5 of the City Code it is necessary to include, in this announcement, information regarding interests held by Royal Dutch Shell (and certain other persons deemed to be acting in concert with Royal Dutch Shell for the purposes of the City Code) in the share capital of Shell Transport.

As at 13 May 2005 (being the last practicable date prior to the publication of this announcement), Royal Dutch Shell held no Shell Transport Shares. Shareholdings in Shell Transport of parties deemed, for the purposes of the City Code, to be acting in concert with Royal Dutch Shell are set out in Appendix 3.

Royal Dutch/Shell Group Share Plans

The intention is to provide for rollovers of participants’ existing options or other rights over Royal Dutch Shares or Shell Transport Ordinary Shares into equivalent rights over Royal Dutch Shell Shares where possible and subject to applicable legal requirements. Such rollover will be effected using the same exchange ratios as are being used in the Royal Dutch Offer and in the Scheme. This will enable the participants to maintain their interests in the RDS Group. Royal Dutch/Shell Group Share Plan participants will receive further information about the effect of the Transaction on their rights in a separate communication.

Royal Dutch Priority Shares

As announced on 17 June 2004, a proposal to abolish the Royal Dutch Priority Shares will be put to the Royal Dutch annual general meeting on 28 June 2005. The proposal will not be subject to the Royal Dutch Offer being declared unconditional (gestanddoening).

Shell Transport Preference Shares

In conjunction with the implementation of the Transaction, Shell Transport proposes to cancel and repay the Shell Transport Preference Shares. Assuming that the special resolutions relating to the Shell Transport Preference Shares are passed at the Shell Transport EGM and subject to the sanction of the High Court:

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Amounts payable to holders of Shell Transport Preference Shares in respect of the premium and the fixed dividend will each be rounded up to the nearest number of whole pence. The figures set out above have been calculated on the assumption that payment to the holders of Shell Transport Preference Shares takes place on 19 July 2005. If payment takes place after 19 July 2005, the amount to be received by the holders of Shell Transport Preference Shares will increase (to reflect the resulting increased accrued dividend entitlement).

Advisers

Citigroup and Rothschild are acting as joint sponsors and financial advisers in relation to the Introduction to the Official List and as joint dealer managers in relation to the listing of the Royal Dutch Shell ADRs in New York. ABN AMRO, Citigroup and Rothschild are acting as co-listing agents in relation to the Introduction to Euronext Amsterdam. ABN AMRO is acting as financial adviser to Royal Dutch in relation to the Royal Dutch Offer. Deutsche Bank is acting as independent financial adviser to Shell Transport in relation to the Transaction.

Royal Dutch Offer

The Royal Dutch Supervisory Board and the Royal Dutch Board of Management have unanimously reached the conclusion, on the basis of considerations stated in the Offer Documents, that the Transaction is in the best interests of Royal Dutch, Royal Dutch Shareholders and Royal Dutch’s other stakeholders. They are furthermore of the opinion that the Royal Dutch Offer contained in the Offer Documents is fair and reasonable and

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accordingly unanimously recommend its acceptance. The Royal Dutch Supervisory Board and the Royal Dutch Board of Management have been advised by ABN AMRO and received a separate opinion from ABN AMRO that, as at 27 October 2004, based upon and subject to matters considered, assumptions used and qualifications set forth therein, the exchange ratio used in the Royal Dutch Offer was fair, from a financial point of view, to the holders of Royal Dutch Shares. ABN AMRO confirmed its opinion by delivering a written opinion dated 13 May 2005 to the Royal Dutch Supervisory Board and the Royal Dutch Board of Management.

Shell Transport Scheme

The Shell Transport Directors, who have been so advised by Deutsche Bank, consider the terms of the Transaction to be fair and reasonable for Shell Transport Ordinary Shareholders. In providing advice to the Shell Transport Directors, Deutsche Bank has taken into account the commercial assessments of the Shell Transport Directors.

The Shell Transport Directors consider the resolutions to be proposed at the Shell Transport EGM to be in the best interests of the Shell Transport Shareholders as a whole.

Accordingly, the Shell Transport Directors unanimously recommend that Shell Transport Ordinary Shareholders vote, and that holders of Shell Transport ADRs instruct the Shell Transport ADR Depositary to vote, in favour of the resolution to be proposed at the Court Meeting and that Shell Transport Shareholders vote, and that holders of Shell Transport ADRs instruct the Shell Transport ADR Depositary to vote, in favour of the resolutions to be proposed at the Shell Transport EGM as they intend to do in respect of their own beneficial shareholdings which, on 13 May 2005 (being the last practicable date prior to this announcement), amounted to 740,449 Shell Transport Ordinary Shares and 11,400 Shell Transport ADRs, in aggregate representing 0.007829 per cent. of the issued share capital of Shell Transport.

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APPENDIX 1

TERMS AND CONDITIONS TO THE TRANSACTION

Conditions to the Scheme and the Royal Dutch Offer

The Transaction can only become effective if (i) all the conditions to the Scheme, and (ii) all the conditions to the Royal Dutch Offer have, in each case, been satisfied or, to the extent permitted by applicable law and the Implementation Agreement, waived. In addition, Shell Transport has undertaken not to proceed with the Scheme and to withdraw the Scheme in the event that prior to the Hearing Date the Implementation Agreement is terminated in accordance with its terms.

The Transaction will become effective upon registration of the Order by the Registrar of Companies which, subject to the sanction of the Scheme by the High Court, is expected to occur on 20 July 2005. Unless the Scheme becomes effective by 31 December 2005, or such later date as Royal Dutch Shell, Royal Dutch and Shell Transport may agree and the High Court may allow, the Scheme will not become effective and the Transaction will not proceed.

The Royal Dutch Offer will be declared unconditional (gestand gedaan), and the Scheme will become effective if the following conditions are fulfilled or, to the extent permitted by applicable law and the Implementation Agreement, waived.

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APPENDIX 2

TRANSACTION TIMETABLE

The expected Transaction timetable is set out below.

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All references to time are to London time unless otherwise stated.

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APPENDIX 3

CITY CODE SHAREHOLDING DISCLOSURES

Shareholdings in Shell Transport of parties deemed, for the purposes of the City Code, to be acting in concert with Royal Dutch Shell are set out below.

As at 13 May 2005 (being the last practicable date prior to the publication of this announcement), the interests of the Royal Dutch Shell Directors in Shell Transport Shares were as follows:

All of the above interests are beneficial interests.

As at 13 May 2005 (being the last practicable date prior to the publication of this announcement), the following Royal Dutch Shell Directors had options or awards outstanding in respect of Shell Transport Shares under the Royal Dutch/Shell Group Share Plans:

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The options and awards referred to above were granted for no monetary consideration.

As at 13 May 2005 (being the last practicable date prior to the publication of this announcement), the following associates of Royal Dutch Shell owned or controlled the following Shell Transport Shares:

As at 13 May 2005 (being the last practicable date prior to the publication of this announcement), the following advisers of Royal Dutch Shell and/or Royal Dutch (excluding any exempt market makers) held the following Shell Transport Shares:

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APPENDIX 4

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise.

References in this announcement to Royal Dutch Bearer Shares or Royal Dutch Shell Shares shall, where the relevant shares are held by Euroclear Nederland in its capacity as central institute (central instituut) under the Securities Giro Act and the context so permits, include references to interests held in such shares by other persons in accordance with the Securities Giro Act.

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Citigroup Global Markets Limited (“Citigroup”), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sponsor, co-listing agent and financial adviser to Royal Dutch Shell and as financial adviser to Royal Dutch and Shell Transport and no one else in connection with the Transaction and the Introduction and will not be responsible under the provisions of FSMA or any regulations made thereunder to anyone other than Royal Dutch Shell, Royal Dutch or Shell Transport for providing the protections afforded to clients of Citigroup, or for providing advice in relation to the Transaction and the Introduction.

NM Rothschild & Sons Limited (“Rothschild”), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sponsor, co-listing agent and financial adviser to Royal Dutch Shell and as financial adviser to Royal Dutch and Shell Transport and no one else in connection with the Transaction and the Introduction and will not be responsible under the provisions of FSMA or any regulations made thereunder to anyone other than Royal Dutch Shell, Royal Dutch or Shell Transport for providing the protections afforded to clients of Rothschild, or for providing advice in relation to the Transaction and the Introduction.

Deutsche Bank AG London (“Deutsche Bank”), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Shell Transport and no one else in connection with the Transaction and will not be responsible under the provisions of FSMA or any regulations made thereunder to anyone other than Shell Transport for providing the protections afforded to clients of Deutsche Bank, or for providing advice in relation to the Transaction.

ABN AMRO Bank N.V. (“ABN AMRO”) is acting for Royal Dutch Shell and Royal Dutch (and has provided certain financial services, and may continue to provide certain financial or investment banking services to Royal Dutch Shell, including acting as Dutch exchange agent, co-listing agent in connection with the listing of shares on Euronext Amsterdam and paying agent) and no one else in connection with the Transaction and the Introduction and will not be responsible under FSMA or any regulations made thereunder to anyone other than Royal Dutch Shell and Royal Dutch for providing the protections afforded to clients of ABN AMRO, or for providing advice in relation to the Transaction and the Introduction.

This announcement contains forward-looking statements that are subject to risk factors. It is believed that the expectations reflected in these statements are reasonable, but they may be affected by a variety of variables which could cause actual results or trends to differ materially, including, but not limited to: the failure of the conditions to the Scheme and the Royal Dutch Offer being satisfied (including the failure of Royal Dutch shareholders to approve entering into by Royal Dutch of the Implementation Agreement and the failure of Shell Transport shareholders to approve the Scheme); the costs related to the Transaction; the failure of the Transaction to achieve the expected benefits; changes in dividend policy; the development of the trading market in Royal Dutch Shell Shares; tax treatment of dividends paid to shareholders; the accounting implications of the Transaction; and other factors affecting the Royal Dutch Shell Group of companies’ businesses generally, including, but not limited to, price fluctuations, actual demand, currency fluctuations, drilling and production results, reserve estimates, loss of market, industry competition, environmental risks, physical risks, risks associated with the identification of suitable potential acquisition properties and targets and the successful negotiation and consummation of transactions, the risk of doing business in developing countries, legislative, fiscal and regulatory developments including potential litigation and regulatory effects arising from recategorisation of reserves, economic and financial market conditions in various countries and regions, political risks, project delay or advancement, approvals and cost estimates.

The Royal Dutch Offer and the Scheme are not being made and will not be made, directly or indirectly, in or into or by the use of the mails or any other means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or internet) of interstate or foreign commerce of, or any such facilities of a national securities exchange of, Japan, and are not being and will not be capable of acceptance by any such use, means, instrumentality or facilities from or within Japan. The Royal Dutch Offer and the Scheme are not being made to residents of Japan or in Japan. This announcement and other documents related to the Transaction must not be electronically provided to, nor accessed by, residents of Japan or persons who are in Japan. Copies of this announcement and any other documents related to the Transaction are not being, and must not be, mailed or otherwise distributed or sent to any person or company in or from Japan. Persons receiving this announcement (including custodians, nominees and trustees) or other documents related to the Transaction must not distribute or send them to any person or company in or from Japan.

The Royal Dutch Offer and the Scheme have not been and will not be notified to the Commissione Nazionale per le Società e la Borsa pursuant to applicable Italian securities laws and implementing regulations. Absent such notification, no public offer can be carried out in the Republic of Italy. This announcement and other documents relating to the Transaction have not been, and cannot be, disclosed to any Italian residents or person or entity in the Republic of Italy and no other form of solicitation has been, will be or can be, carried out in the Republic of Italy. This announcement and any document relating to the Transaction may not be mailed, distributed, disseminated or otherwise disclosed to any Italian residents or person or entities in the Republic of Italy.

The distribution of this announcement in jurisdictions other than The Netherlands, England or the US may be affected by the laws of the relevant jurisdiction. Interested persons should inform themselves about and observe all applicable requirements.

This announcement does not constitute an offer to purchase nor the solicitation of an offer to sell any securities of Royal Dutch or Shell Transport. The Shell Transport shareholders are urged to read the scheme document and listing particulars and the Royal Dutch shareholders are urged to read the offer document and the prospectus because they contain important information that shareholders should consider before making any decision regarding the Transaction. The scheme document, the offer document and the listing particulars/prospectus are expected to be available from the date of this announcement.

Holders of ordinary shares of Royal Dutch are urged to carefully review the registration statement on Form F-4 (including the prospectus) and other documents relating to the Royal Dutch Offer that have been or will be filed with, or furnished to, the SEC by Royal Dutch Shell and the related solicitation/recommendation statement on Schedule 14D-9 that has been or will be filed with the SEC by Royal Dutch and, as the case may be, the Royal Dutch offer document and the prospectus which have been filed with, or furnished to, Euronext Amsterdam and the AFM by Royal Dutch Shell, regarding the Royal Dutch Offer, because each of these documents will contain important information relating to the Royal Dutch Offer. A free copy of any of these documents filed with the SEC (once filed) and other documents made public or filed with, or furnished to, the SEC by Royal Dutch Shell, Royal Dutch and Shell Transport can be obtained at the SEC’s website at www.sec.gov. These

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documents may also be obtained at the Royal Dutch Shell website at www.shell.com/unification or free of charge by contacting Investor Relations, Shell International B.V., FSK, PO Box 162, 2501 AN The Hague, The Netherlands.

All investment is subject to risk. The value of the Royal Dutch Shell shares may go down as well as up. Past performance is no guarantee for future returns. Investors of Royal Dutch and Shell Transport are advised to seek expert financial advice before making any decisions as regards the Royal Dutch Offer or the Scheme.

Under the provisions of Rule 8.3 of the City Code, any person who, alone or acting together with any person(s) pursuant to an agreement or understanding (whether formal or informal) to acquire or control securities of Shell Transport, owns or controls, or becomes the owner or controller, directly or indirectly, of one per cent. or more of any class of securities of Shell Transport is required to disclose by not later than 12.00 noon (London time) on the business day following the date of the relevant transaction, every dealing in any relevant securities of that company (or in any option in respect of, or derivative referenced to, any such securities) during the period to the date on which the Scheme becomes effective or is withdrawn.

Under the provisions of Rule 8.1 of the City Code, any such dealings by Royal Dutch Shell, Royal Dutch or Shell Transport or by any of their respective “associates” (within the meaning of the City Code) must also be disclosed.

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