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 20, 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 THE Q&A USED BY ADMITTED INSTITUTIONS OF EUROCLEAR NEDERLAND IN CONNECTION WITH THE OFFER FOR BEARER SHARES, STARTING ON MAY 20, 2005.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO ITALY, JAPAN OR NEW ZEALAND — FOR USE BY THE ADMITTED INSTITUTIONS ONLY — NOT TO BE DISTRIBUTED TO GENERAL PUBLIC

ROYAL DUTCH OFFER
Q&As RELATING TO ROYAL DUTCH BEARER SHARES

This document is split into four parts. The first part covers documentation requests. The second sections provides general Q&A’s in connection with the unification of Royal Dutch and Shell Transport. The third section provides answers to questions that are considered likely to be raised specifically in relation to the Royal Dutch Bearer Shares and the settlement of the “A” Shares. The final section includes the expected overall timetable and relevant contacts.

Responses to questions should be limited to information contained herein.

SECTION 1 — DOCUMENT REQUESTS

You can download the offer documentation from the internet at www.shell.com/unification. Alternatively, you may contact ABN AMRO on +800-2222-0024 or +31 76 577 9600, email: so.servicedesk.c&cc@nl.abnamro.com to request hard copies, which will be delivered to you free of charge.

SECTION 2 — GENERAL INFORMATION ON THE TRANSACTION

On 28 October 2004 the boards of directors of Royal Dutch and Shell Transport unanimously agreed to propose to their shareholders the unification of Royal Dutch and Shell Transport under a single parent company, Royal Dutch Shell plc (the “Transaction”).

Royal Dutch Shell is incorporated in England and Wales and is headquartered and resident in the The Netherlands for Dutch and UK tax purposes.

The Transaction is being implemented by way of:

On 19 May 2005 the boards of Royal Dutch and Shell Transport announced final details of the Transaction and that documentation containing full details were being made available to shareholders (documents contain full details of the courses of action available to shareholders).

The Royal Dutch Offer Acceptance Period commenced on 20 May 2005 and will end, subject to extension, on 18 July 2005. However, Royal Dutch Shell may, from time to time, extend the Royal

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Dutch Offer by press release until all conditions of the Royal Dutch Offer (see question 1.5 below) have been satisfied or waived.

On 28 June 2005 the AGMs of Royal Dutch and Shell Transport will be held. The unification will be considered and voted on by both Royal Dutch and Shell Transport shareholders on 28 June. In the case of Royal Dutch shareholders this will be at the Royal Dutch AGM.

It is expected that the Transaction will complete and trading in Royal Dutch Shell plc securities will commence on the London, Amsterdam and New York Stock Exchanges on 20 July 2005.

The time period between 28 June and 20 July is necessary to carry out certain legal and technical requirements in order to implement the Transaction.

The terms of the Transaction reflect the current 60:40 ownership of the Royal Dutch/Shell Group by Royal Dutch and Shell Transport.

Royal Dutch shareholders will be offered 60% of the issued share capital of Royal Dutch Shell and Shell Transport shareholders will be offered 40% — the share exchange terms have been calculated such that on completion of the Transaction (assuming 100% acceptance of the Royal Dutch Offer) former Royal Dutch shareholders will own 60% of Royal Dutch Shell plc and former Shell Transport shareholders 40%.

Therefore (assuming 100% acceptance of the Royal Dutch Offer) shareholders will have the equivalent economic interest in the Group on implementation of the Transaction as they do currently.

Holders of Royal Dutch Bearer Shares will receive 2 “A” shares for every 1 Royal Dutch Bearer Share validly tendered and not withdrawn.

To the extent that the Transaction is consummated but not all the former holders of Royal Dutch Shares tender their shares, the percentage of Royal Dutch Shell’s share capital and voting rights held by former holders of Royal Dutch Shares will be less than 60%. Accordingly, in such a situation, the amount of Royal Dutch Shell’s issued ordinary share capital and voting rights of held by former Shell Transport shareholders would be greater than 40%.

In making their decision that Royal Dutch should enter into the Implementation Agreement and propose the Transaction and in making their recommendation that holders of Royal Dutch Shares accept the Royal Dutch Offer and tender their Royal Dutch Shares, the Royal Dutch Board of Management and Royal Dutch Supervisory Board considered, among others, the following:

Increased clarity and simplicity of governance: A clearer and simpler governance structure, including a single, smaller board and a simplified senior management structure with a single non-executive Chairman, a single Chief Executive and clear lines of authority.

Increased accountability: This is expected to result from the fact that following completion of the Transaction the executive committee of Royal Dutch Shell will report through the Chief Executive Officer to a single board of directors with a single non-executive Chairman.

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Increased management efficiency: Increased efficiency of decision-making and management processes generally, including through the elimination of duplication and centralization of functions.

Flexibility in issuing equity and debt: Having a single publicly traded entity is expected to facilitate equity and debt issuances, including on an SEC-registered basis.

1.5 What are the conditions to the Transaction?

The Transaction is subject to a number of conditions which must be satisfied (or, if permitted, waived). Full details of the conditions are set out in the press release dated 19 May 2005 and in the documentation being made available to shareholders.

The conditions include (but are not limited to):

Yes. The Royal Dutch Supervisory Board and the Royal Dutch Board of Management have unanimously reached the conclusion, on the basis of the considerations stated in the Offer Documents, that the Transaction is in the best interest of Royal Dutch, the holders of Royal Dutch Shares 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 accordingly unanimously recommend its acceptance.

The Royal Dutch annual general meeting will be held on June 28, 2005.

The Royal Dutch Offer is currently scheduled to expire at 11:00 p.m. (CET) on 18 July 2005; however, Royal Dutch Shell may, from time to time, extend the offer until all the conditions listed in the Royal Dutch Offer Document have been satisfied or waived. Subsequently your bank or

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broker may set an earlier deadline for communication by holders of Royal Dutch Bearer Shares in order to permit the bank or stockbroker to communicate their acceptances to ABN AMRO in a timely manner.

Royal Dutch Shell may extend the Royal Dutch Offer in accordance with Dutch and US law. If Royal Dutch Shell extends the offer, Royal Dutch Shell will make an announcement by press release to that effect no later than 9:00 a.m. (CET) on the next Euronext Amsterdam Trading Day after the previously scheduled expiration date.

Royal Dutch Shell reserves the right to reduce or waive the Minimum Acceptance Condition. In accordance with US federal securities law requirements, Royal Dutch Shell will make an announcement five US Business Days prior to the date on which any reduction in the level of acceptance may be effected, stating the percentage to which the Minimum Acceptance Condition may be reduced. Any such announcement will be made through a press release and by placing an announcement in a newspaper of national circulation in the United States and the Netherlands. Any such announcement will advise shareholders to withdraw their acceptances immediately if their willingness to accept the Royal Dutch Offer would be affected by a reduction in the level of acceptance. The Royal Dutch Offer will be open for acceptances for at least five US Business Days after any reduction in the level of acceptance, which period may include the Subsequent Acceptance Period, if one is offered.

Royal Dutch Shell can decide to declare a Subsequent Acceptance Period i.e. an additional period of time following the expiration of the original acceptance period during which Royal Dutch shareholders may tender any shares not tendered during the original acceptance period. If any such period is granted it is anticipated that it will commence on 20 July 2005 and run to 9 August 2005. The Royal Dutch Bearer Shares tendered during the Subsequent Acceptance Period will be promptly accepted for exchange by Royal Dutch Shell.

Royal Dutch Shares tendered for exchange may be withdrawn at any time during the Royal Dutch Offer Acceptance Period (including any extension thereof).

You should contact your bank or stockbroker, if you want to withdraw your tendered Royal Dutch Bearer Shares during the Royal Dutch Offer Period (including any extension thereof). Please note that each bank or stockbroker has its own policy and deadlines in order to withdraw tendered shares.

During the Subsequent Acceptance Period, no withdrawal rights will apply to Royal Dutch Shares tendered during such Subsequent Acceptance Period or to Royal Dutch Shares tendered during the Royal Dutch Offer Acceptance Period and accepted for exchange by Royal Dutch Shell.

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To facilitate the preservation of the current tax treatment for shareholders, Royal Dutch Shell plc will have “A” Shares and “B” Shares. Royal Dutch shareholders will receive “A” Shares in Royal Dutch Shell. Shell Transport shareholders will receive “B” Shares in Royal Dutch Shell.

The “A” Shares and the “B” Shares will be identical save for the Dividend Access Mechanism, which is designed to preserve the current tax treatment of dividends for Shell Transport shareholders.

In principle you should be able to trade and tender your Royal Dutch Bearer Shares up to and including the close of the Royal Dutch Acceptance Period, being 18 July 2005, 11.00 p.m. CET, whereby if you do not have the Royal Dutch Bearer Shares in your possession on that date, your bank or broker should give a notice of guaranteed delivery on your behalf to ABN AMRO as exchange agent for the Royal Dutch Bearer Shares. In such notice your bank or broker unconditionally guarantees to deliver the Royal Dutch Bearer Shares to ABN AMRO by no later than 11:00 a.m. CET on the Settlement Date, which assuming that the Royal Dutch Offer is honoured on 20 July 2005 is expected to be 25 July 2005. However whether your bank or broker is willing to do this on your behalf depends on the custodial arrangements you have with your bank or stockbroker. Your bank or broker may set for example an earlier deadline for communication by holders of Royal Dutch Bearer Shares in order to permit your bank or stockbroker to communicate your acceptance to ABN AMRO in a timely manner. Please contact your bank or broker should you have any further enquiries about the notice of guaranteed delivery procedure or tender deadlines.

The “A” and “B” Shares will each be listed on both the London and Amsterdam (Euronext) Stock Exchanges. Royal Dutch Shell’s ADRs (each “A” and “B” ADR representing two “A” and “B” Shares, respectively) will be listed on the New York Stock Exchange.

Assuming that not all Royal Dutch shareholders validly tender their Royal Dutch shares in the Royal Dutch Offer, but the Transaction is nevertheless completed, then immediately following completion of the Transaction, non-tendering Royal Dutch shareholders will continue to hold a minority equity interest in Royal Dutch (with the majority interest in Royal Dutch being held by Royal Dutch Shell).

Following completion of the Royal Dutch Offer and, where relevant, depending on the level of acceptance, Royal Dutch Shell intends to request that Royal Dutch seeks to de-list (i) the Royal Dutch Shares from Euronext Amsterdam and the London Stock Exchange and (ii) the Royal Dutch New York Registered Shares from the NYSE, all as soon as reasonably practicable.

The market for Royal Dutch Shares will be less liquid following completion of the Royal Dutch Offer, and the value of any retained Royal Dutch Shares may be lower following completion of the

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Royal Dutch Offer than before the completion of the Royal Dutch Offer. The exchange of Royal Dutch Shares for ‘‘A’’ Shares pursuant to the Royal Dutch Offer will reduce the number of holders of Royal Dutch Shares as well as the number of Royal Dutch Shares that might otherwise trade publicly and, depending upon the number of Royal Dutch Shares so exchanged, will adversely affect the liquidity and market value of the remaining Royal Dutch Shares held by the public. Royal Dutch Shell may also take steps following the Royal Dutch Offer to change the corporate structure or assets of Royal Dutch and these steps could affect the liquidity and trading value of the Royal Dutch Shares (see also question 2.11 below).

If the number of Royal Dutch Shares that have been validly tendered and not withdrawn represent at least 95 per cent. of the issued share capital of Royal Dutch that is then outstanding, Royal Dutch Shell expects, but is not obliged to, initiate squeeze-out proceedings in accordance with article 2:92a of the Civil Code in order to acquire all Royal Dutch Shares held by minority holders of Royal Dutch Shares against payment of a price in cash to be determined by the court. Under these proceedings, the price paid for Royal Dutch Shares held by minority holders of Royal Dutch Shares will be determined by the Dutch court, which could appoint experts to advise it on the value of the Royal Dutch Shares. Further, if the squeeze-out proceedings are successful, the minority holders of Royal Dutch Shares will be required to transfer their Royal Dutch Shares against payment of the price determined.

There should be no significant tax liability for Dutch or US Royal Dutch shareholders in respect of the implementation of the Royal Dutch Offer.

We cannot give tax advice to shareholders and as such you are urged to consult your own tax adviser regarding the consequences of the Transaction.

If the Royal Dutch Offer is not completed, your tendered shares will be returned to you without interest or any other payment.

The risk factors are described in the Royal Dutch Offer Document and the Listing Particulars, see paragraph 5.10 of the Royal Dutch Offer Document and paragraph 1 of Part II of the Listing Particulars. If you are a US holder, please see p.25 of the US Prospectus.

Delivery of Royal Dutch Shares by holders of Royal Dutch Shares as well as delivery of Royal Dutch Shell Shares to holders of Royal Dutch Shares will in principle be made without costs for holders of Royal Dutch Shares. If you hold Royal Dutch Bearer Shares you should consult with your bank, broker or nominee as to whether or not they will charge any transaction fee or service charge.

Subject to the satisfaction or, to the extent permitted, waiver of all of the conditions to the Royal Dutch Offer other than the Scheme Condition, it is expected that a public announcement will be

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made by Royal Dutch Shell, on or immediately prior to the Hearing Date, which is expected to be 19 July 2005, stating that the Royal Dutch Offer is declared to be unconditional, subject to and immediately upon the satisfaction of the Scheme Condition, in which case the Royal Dutch Offer is thereafter automatically declared to be unconditional upon registration of the Order by the Registrar of Companies in England and Wales. It is expected that as soon as practicable following the Royal Dutch Offer being automatically declared to be unconditional, a public announcement will be made by Royal Dutch Shell to confirm this. Such announcement is expected to be made on 20 July 2005, subject to extension of the Royal Dutch Offer Acceptance Period.

We cannot give personal opinions or advice related to this Transaction. We suggest you consult with your financial advisor to determine whether you should participate in this Transaction.

We cannot give personal opinions or advice related to this transaction. We suggest you consult with your financial advisor to determine whether you should participate in this Transaction.

We cannot give personal opinions or advice related to this transaction. We suggest you consult with your financial advisor to determine whether you should participate in this transaction.

We cannot make projections or give personal opinions as to the future price of shares of Royal Dutch Shell.

SECTION 3 — QUESTIONS SPECIFICALLY RELATING TO HOLDERS OF ROYAL DUTCH BEARER SHARES

You should read the documentation carefully and you should follow the procedure as been proposed by your bank. If you are unsure of the action you should take, you should seek professional advice.

If you wish to tender your Royal Dutch Bearer Shares you should follow the instructions as been provided by your bank. We like to point out that your bank or broker may set earlier deadline for communication by holders of Royal Dutch Bearer Shares in order to permit the bank or stockbroker to communicate their acceptances to ABN AMRO in a timely manner.

If you have validly tendered your Royal Dutch Bearer Shares, you will be entitled to receive “A” Shares in the same securities account in which you are currently holding your Royal Dutch Bearer Shares, subject to the Transaction becoming effective. Assuming that the Royal Dutch

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Offer is honoured on 20 July 2005, the delivery of “A” Shares to which you are entitled will take place no later than 25 July 2005.

Yes, you will be able to continue to own your Royal Dutch Bearer Shares. See, however, the risk factors as discussed in questions 2.10 and 2.11 of section 2 above.

In setting the level of the dividend, the board of Royal Dutch Shell 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 of the Transaction, 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 Royal Dutch Shell Shares will trade ex-dividend on 3 August 2005.

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

Royal Dutch Shell will declare dividends in euro. Dividends declared on “A” Shares will be paid in euro, although holders of “A” Shares will be able to elect to receive dividends in pounds sterling.

If you wish to receive dividends in pounds sterling, you should contact your custodian bank or financial institution.

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SECTION 4 — TIMETABLE AND ADDRESSES

Please note that these dates are expected dates only and are subject to certain conditions.

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LEGAL NOTICES

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 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 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.

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 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.

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 not 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

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Act (or any statutory modification or re-enactment of, or statutory substitution for, the New Zealand Securities Act).

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 are advised to seek expert financial advice before making any decisions as regards the proposals, including the Royal Dutch Offer referred to in this document.

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