---

 

a.		þ		The filing of solicitation materials or an information statement subject to Regulation 14A (§§240.14a-1 through 240.14b-2), Regulation 14C (§§240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§240.13e-3(c)) under the Securities Exchange Act of 1934 (the “Act”).
b.		o		The filing of a registration statement under the Securities Act of 1933.
c.		o		A tender offer.
d.		o		None of the above.

Calculation of Filing Fee
Transaction Valuation				Amount of Filing Fee
$1,950,173,939.98*				$229,535.47**

*	Calculated, solely for the purposes of determining the filing fee, in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. Determined by multiplying 31,140,057, the number of shares of Royal Dutch Petroleum Company held by shareholders other than Royal Dutch Shell plc, by €52.21, the price to be paid for the shares held by such shareholders, using an exchange rate of 1.1995$/€, the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York as of October 31, 2005.
**	The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Advisory #6 for Fiscal Year 2005, is equal to 0.01177% of the value of the transaction.

---

 

Item 1.	Summary Term Sheet (Regulation M-A Item 1001).

Item 2.	Subject Company Information (Regulation M-A Item 1002).

Item 3.	Identity and Background of Filing Person (Regulation M-A Item 1003).

2

---

 

Item 4.	Terms of the Transaction (Regulation M-A Item 1004).

Item 5.	Past Contacts, Transactions, Negotiations and Agreements (Regulation M-A Item 1005).

Item 6.	Purposes of the Transaction and Plans or Proposals (Regulation M-A Item 1006).

Item 7.	Purposes, Alternatives, Reasons and Effects (Regulation M-A Item 1013).

3

---

 

Item 8.	Fairness of the Transaction (Regulation M-A Item 1014).

Item 9.	Reports, Opinions, Appraisals and Negotiations (Regulation M-A Item 1015).

Item 10.	Source and Amounts of Funds or Other Consideration (Regulation M-A Item 1007).

4

---

 

Item 11.	Interest in Securities of the Subject Company (Regulation M-A Item 1008).

Item 12.	The Solicitation or Recommendation (Regulation M-A Item 1012).

Item 13.	Financial Statements (Regulation M-A Item 1010).

Item 14.	Persons/Assets, Retained, Employed, Compensated or Used (Regulation M-A Item 1009).

Item 15.	Additional Information (Regulation M-A Item 1011).

Item 16.	Exhibits (Regulation M-A Item 1016).

5

---

 

6

---

 

	ROYAL DUTCH SHELL PLC

	By:	/s/ Michiel Brandjes

	Name: Michiel Brandjes
	Title: Company Secretary
	SHELL PETROLEUM N.V.

	By:	/s/ Michiel Brandjes

	Name: Michiel Brandjes
	Title: Attorney-in-Fact

7

---

 

		ANNEX I

	(“Board of Management” or “Board”) held on Wednesday 26 October, 2005, at the office of the company, Carel van Bylandtaan 30, The Hague.

	The appointment of Mr M.C.M. Brandjes as person authorised to make any and all filings, deposits and other administrative actions in relation or pursuant to the Implementation Agreement and any and all other related documents required to effect the Unwind, is hereby approved.

	Certified as true extract of minutes

8

---

 

9

Table of Contents

---

Table of Contents

	•	“Minority Holders” means, collectively, all of the holders of Royal Dutch Shares other than Royal Dutch Shell and Royal Dutch.
	•	“Royal Dutch Shell” refers to Royal Dutch Shell plc, a public company incorporated in England and Wales.
	•	“Royal Dutch” refers to N.V. Koninklijke Nederlandsche Petroleum Maatschappij (also known as Royal Dutch Petroleum Company), a company organized under the laws of The Netherlands.
	•	“the Shell Group” means, collectively, Royal Dutch Shell and its subsidiaries and subsidiary undertakings.
	•	“Shell Petroleum” refers to Shell Petroleum N.V., a company organized under the laws of The Netherlands.
	•	“Shell Transport” refers to The Shell Transport and Trading Company Limited (previously known as The “Shell” Transport and Trading Company, p.l.c.), a company incorporated in England and Wales.
	•	“SPCo” refers to The Shell Petroleum Company Limited, a company incorporated in England and Wales.
	•	“U.S. dollars” or “$” refers to U.S. currency, “pounds sterling,” “£” or “pence” refers to UK currency, and “euro” or “€” refers to the currency established for participating member states of the European Union as of the beginning of stage three of the European Monetary Union on January 1, 1999.

	•	the failure to fulfill any conditions of, and/or the failure to obtain any necessary consents and approvals necessary in order to consummate, the Proposed Transaction;
	•	the failure of the Proposed Transaction to achieve the expected benefits;
	•	the costs related to the Proposed Transaction; and
	•	other factors affecting the Shell Group’s businesses generally, including, but not limited to, price fluctuations in crude oil, natural gas and refined products, changes in demand for the Shell Group’s products, 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 and countries subject to international sanctions, legislative, fiscal and regulatory developments including potential litigation and regulatory effects arising from recategorization of reserves, economic and financial market conditions in various countries and regions, political risks, project delay or advancement, approvals and cost estimates.

---

I.		SUMMARY OF THE PROPOSED TRANSACTION				1
II.		SPECIAL FACTORS				5
		1.		Background of the Unification Transaction		5
		2.		Background of the Proposed Transaction		7
		3.		Purposes, Reasons, Fairness, Alternatives and Effects of the Proposed Transaction		10
				(a) Purposes and Reasons		10
				(b) Position on the Fairness of the Proposed Transaction		11
				(c) Alternatives Considered		15
				(d) Effects of the Proposed Transaction		15
		4.		Certain Opinions and Reports		16
				(a) Opinions of ABN AMRO		16
				(b) Reports of independent accountants		29
		5.		Intentions of Royal Dutch Shell with Regard to Royal Dutch and Shell Petroleum		30
III.		COMPANIES INVOLVED				30
		1.		Description of Royal Dutch Shell and Shell Petroleum		30
				(a) Royal Dutch Shell		30
				(b) Shell Petroleum		31
				(c) Securities Proceedings		31
		2.		Description of Royal Dutch and the Royal Dutch Shares		32
		3.		Ratio of Earnings to Fixed Charges and Net Book Value		35
		4.		Interest of Royal Dutch Shell and Shell Petroleum in Royal Dutch		35
IV.		THE PROPOSED TRANSACTION				36
		1.		Overview of the Proposed Transaction		36
		2.		Conditions to the Proposed Transaction		39
		3.		Source and Amount of Funds		40
		4.		Transaction Expenses		40
V.		CERTAIN U.S. FEDERAL INCOME TAX AND DUTCH TAX CONSEQUENCES				40
		1.		Material U.S. Federal Income Tax Consequences of the Proposed Transaction		40
		2.		Material Dutch Tax Consequences of the Proposed Transaction		42
VI.		MISCELLANEOUS				43
VII.		ADDITIONAL INFORMATION				43
SCHEDULE I						45
ANNEX A
		Opinion of ABN AMRO with respect to the fairness of the Exchange Ratio and the Merger Consideration pursuant thereto				A-1
ANNEX B
		Opinion of ABN AMRO with respect to the Loan Note Consideration				B-1
INDEX TO FINANCIAL STATEMENTS						F-1

i

---

Table of Contents

	What is the Proposed Transaction?

	What effect will the Merger have on Royal Dutch and my Royal Dutch Shares?

	What will I receive for my Royal Dutch Shares?

1

---

Table of Contents

	Has Royal Dutch taken a position with respect to the Proposed Transaction?

	How will I receive the Merger Consideration?

2

---

Table of Contents

	What are the conditions to the Proposed Transaction

	When is the EGM and when is the Proposed Transaction expected to be completed?

	What is the relationship between Royal Dutch Shell, Royal Dutch and Shell Petroleum?

3

---

Table of Contents

	How did Royal Dutch Shell acquire such Royal Dutch Shares?

	What is the purpose of the Proposed Transaction?

	Does Shell Petroleum have available the financial resources necessary to make payment for the outstanding Royal Dutch Shares?

4

---

Table of Contents

	How will U.S. shareholders be taxed for U.S. Federal income tax purposes?

	How will Dutch shareholders be taxed for Dutch tax purposes?

	Why am I receiving this Disclosure Document?

	Where can I obtain additional information?

	•	If your Royal Dutch Shares are held on the New York register, please contact The Bank of New York by telephone on +1 888 737 2377 or, if you are outside the United States, on +1 212 815 3700.
	•	If you hold your Royal Dutch Shares through a financial institution affiliated with Euroclear Nederland or if you hold K-certificates, please contact your bank or broker or, alternatively, ABN AMRO Bank N.V. by telephone on +31 (0)20 383 6707 or by email at: prospectus@nl.abnamro.com.
	•	If your Royal Dutch Shares are held in your name on the The Hague register, please contact N.V. Algemeen Nederlands Trustkantoor ANT by telephone on +31 (0)20 522 2510 or by email at: registers@ant-trust.nl.

5

---

Table of Contents

6

---

Table of Contents

7

---

Table of Contents

8

---

Table of Contents

9

---

Table of Contents

10

---

Table of Contents

	Position of Royal Dutch on the fairness of the Proposed Transaction

	•	The fact that the Merger Consideration is equal to two times €26.103 (rounded up to the nearest euro cent), being the average Royal Dutch Shell Class A ordinary share closing price over the period July 20, 2005 to October 28, 2005, which results in premiums of 0.6% and 2.8% relative to two times the Royal Dutch Shell Class A ordinary share opening price and closing price, respectively, on Euronext Amsterdam on July 20, 2005, a 1.2% premium relative to the Royal Dutch Share closing price on Euronext Amsterdam on September 30, 2005 (the last day of exchange trading of Royal Dutch Shares before the Merger Consideration was set), and a 7.3% premium to the average Royal Dutch Share closing price over the period January 1 to September 30, 2005 (it also reflects premiums of 20.7% and 11.2% to the average of the prices at which Royal Dutch Shares were repurchased since the beginning of 2004 and in 2005, respectively, as noted by ABN AMRO). The Board noted the advice of De Brauw, described above, that under Dutch law the Board should be satisfied that the Minority Holders are treated reasonably. In this connection, the Board concluded that the trading price of the Royal Dutch Shell shares is a highly objective proxy for valuing the underlying enterprise (so long as all material price sensitive information has been disclosed to the market). In reaching that conclusion, the Board considered that (i) 98.5% of the

11

---

Table of Contents

		Royal Dutch shareholders who tendered their Royal Dutch Shares in the Exchange Offer received Royal Dutch Shell Class A ordinary shares, (ii) shareholders of Royal Dutch and Royal Dutch Shell hold an interest in the same economic entity, (iii) the historic share price development of Royal Dutch is broadly in line with the historic share price development of Royal Dutch Shell, and (iv) Royal Dutch Shell is a very large listed company, well covered by equity analysts, with a diversified shareholder base and with highly liquid shares. The Board also considered that the Royal Dutch Shell Class A ordinary shares are a better proxy for underlying value than the Class B ordinary shares because although Royal Dutch Shell Class A and Class B ordinary shares hold the same economic interest in the Shell Group, the difference in market prices between these two classes of shares is likely attributable to the dividend access scheme, created for tax purposes, in which holders of Royal Dutch Shell Class B ordinary shares participate, and in which holders of Royal Dutch Shell Class A ordinary shares and Royal Dutch Shares do not participate. The Board also noted that Royal Dutch Shares represent only 1.5% of the equity of Royal Dutch and do not have the ability to affect the outcome of any matter put to a vote of shareholders of Royal Dutch and so should not command any “control” or “strategic” premium. It was noted that this is supported by the fact that during the period beginning after August 9, 2005 (when the subsequent offer acceptance period under the Exchange Offer ended) through September 30, 2005 (the last day of exchange trading of Royal Dutch Shares before the Merger Consideration was set), the Royal Dutch Shares largely traded at a discount to two Royal Dutch Shell Class A ordinary shares. It was also noted that the Merger would not result in any synergies that would justify a material premium over market prices.
	•	The fact that the Merger Consideration reflects the highest of the pricing formulas considered under the pricing methodology and reflects a 2:1 ratio based on closing market prices on Euronext Amsterdam. The Board considered that this approach provided the Minority Holders the benefit of increases in the trading price of the Royal Dutch Shell Class A ordinary shares over both longer and shorter periods since July 20, 2005 and allowed for the amount of the Merger Consideration to reflect any market reaction to the information contained in the 2005 third quarter results announcement. It is also consistent with the Dutch legal advice regarding Dutch statutory squeeze out proceedings received from De Brauw as described above. The Board also noted that the 2:1 ratio reflects the ratio of the Exchange Offer (although Royal Dutch Shares have largely traded at a discount to this ratio after August 9, 2005). The Board determined to use Euronext Amsterdam as the reference market because the greatest volume of Royal Dutch Shell Class A ordinary shares is traded on Euronext Amsterdam, noting also that Euronext Amsterdam uses an auction at market close (the result of which is published), which is judged to be more transparent to non-market participants than other metrics such as volume weighted average prices.
	•	The fact that Royal Dutch Shell has resolved to initiate statutory squeeze out proceedings in relation to Royal Dutch, if for any reason it should be impossible to complete the Merger (Royal Dutch Shell, as the owner of more than 95% of the share capital of Royal Dutch, has the right to implement such proceedings without the consent of Royal Dutch), and the advice of De Brauw, noted above, that a Dutch court would likely award cash consideration equivalent to the cash value per share of the Exchange Offer as of the close of the Exchange Offer, with consideration as to whether there is a change of circumstances in the intervening time period to the time at which the Board determines the Exchange Ratio, and that squeeze out proceedings would likely take considerably longer to complete than the Merger. Accordingly, the Board determined that the Merger would allow the Minority Holders to receive cash for their Royal Dutch Shares more quickly and more efficiently than through statutory squeeze out proceedings.
	•	The fact that Minority Holders on the applicable record date will receive the Royal Dutch interim dividend for the third quarter of 2005 of €0.46 per share (or $0.5556 per share for holders of New York registered shares) which will be payable on December 15, 2005, and that the Merger Consideration was set based on trading prices that included the expected quarterly dividend. The Board also noted that, as in Dutch statutory squeeze out proceedings, the terms of the Merger provide (a) for interest to accrue on the Merger Consideration at the statutory rate of 4% per annum from October 31, 2005 until the effective date of the Merger (expected to be December 21, 2005), as part of the consideration under the Merger, and (b) for any dividends payable in that period (before the deduction of any withholding tax from such dividend) to be deducted from that interest amount.

12

---

Table of Contents

	•	The fact that the Proposed Transaction would allow for eligible UK resident holders to have the option to elect to receive exchangeable loan notes, which, under provisions of UK law, would allow for a rollover of UK capital gains tax, and that this election would not be available in a statutory squeeze out proceeding.
	•	The terms and conditions of the Implementation Agreement, including the requirements for an extraordinary general meeting and the other requirements of Dutch law relating to the establishment of the Exchange Ratio and the Merger Consideration pursuant thereto. In connection with its evaluation of the Exchange Ratio and the Merger Consideration pursuant thereto, the Board of Royal Dutch noted that a reclassification of shares would occur in connection with the election by eligible UK resident Minority Holders to receive loan notes but was not otherwise expected to have any ultimate substantive effect on Royal Dutch shareholders.
	•	The two written opinions dated October 31, 2005 of ABN AMRO to the Board of Royal Dutch to the effect that, based upon and subject to the matters considered, assumptions used and qualifications set forth therein, (i) as at October 31, 2005, the Exchange Ratio and the Merger Consideration pursuant thereto are fair, from a financial point of view, to the Minority Holders who will receive the Merger Consideration in the Merger, and (ii) the value of the exchangeable loan notes to be offered to eligible UK resident Minority Holders, when issued, will not be greater than the value of the Merger Consideration to be paid to the Minority Holders under the terms of the Merger.
	•	The certifications and reports delivered by Deloitte and E&Y, pursuant to and in accordance with Dutch legal requirements, that (i) the Exchange Ratio is reasonable, (ii) the equity of Royal Dutch as of September 30, 2005 was at least equal to the nominal value of the aggregate number of the shares to be allotted by Shell Petroleum pursuant to the Exchange Ratio, plus the cash payments and loan notes issued for fractional entitlements represented by the Merger Consideration.

	•	The fact that the Minority Holders receiving the Merger Consideration would not have a continuing interest in the Shell Group. However, this factor was considered mitigated by the fact that in a statutory squeeze out proceeding, which Royal Dutch Shell intends to implement if the Proposed Transaction is not completed, Minority Holders would also not have any continuing interest in the Shell Group. It was also mitigated by the fact that holders had the opportunity to participate in the Exchange Offer and were advised in connection with the Exchange Offer that Royal Dutch Shell intended to acquire 100% of the Royal Dutch Shares by means of a squeeze out proceeding or other transaction.
	•	The fact that the Proposed Transaction would be taxable in a number of jurisdictions for Minority Holders receiving the Merger Consideration. However, this was considered mitigated by the fact that Minority Holders will be entitled to receive cash payments for their Royal Dutch Shares.
	•	The fact that the Proposed Transaction would not require a separate vote of the unaffiliated shareholders. However, this factor was considered mitigated by the fact that a financial advisor to Royal Dutch had provided an opinion with respect to the fairness, from a financial point of view, of the Exchange Ratio and the Merger Consideration pursuant thereto and that Dutch law does not require such a vote.
	•	The fact that loan notes would only be offered to eligible UK residents giving appropriate representations. However, this was considered mitigated by the fact that the Board of Royal Dutch had received an opinion of ABN AMRO to the effect that, based upon and subject to matters considered, assumptions used and qualifications set forth therein, the value of the exchangeable loan notes to be offered to eligible UK resident Minority Holders, when issued, will not be greater than the value of the Merger Consideration to be paid to the Minority Holders under the terms of the Merger. The Board also noted that as a result of the two share limit, the market value of the consideration received on exchange will be less than the face amount of the loan notes unless the Royal Dutch Shell Class A ordinary shares are trading above the sterling equivalent of €26.1050 (being one-half of the Merger Consideration of €52.21) at the time of exchange (the sterling equivalent value being set based on the euro/sterling exchange rate on the day prior to the effective date of the Merger). It was noted that Royal Dutch was not aware of any other jurisdiction apart from the UK where Minority Holders are resident and a loan note would provide a comparable

13

---

Table of Contents

		benefit. Therefore, given the above, it was not anticipated that loan notes would be attractive to holders outside the UK. It was also noted that an offer of loan notes in some countries (including the U.S. and The Netherlands) would require the preparation of a prospectus or other regulatory compliance that would involve additional time and expense.
	•	The fact that under Dutch law the amount of the Exchange Ratio and the Merger Consideration pursuant thereto must be determined no later than on the date of signing of the Merger Proposal (October 31, 2005), and cannot be adjusted prior to the effective date of the Merger (which is expected to be December 21, 2005). It was noted that this may be adverse to the Minority Holders if the price of Royal Dutch Shell Shares increases during that period, however, this was considered mitigated as Minority Holders are also insulated against decreases in the Royal Dutch Shell share price during that period.

	•	The fact that the Merger will complete the unification of Royal Dutch and Shell Transport under Royal Dutch Shell as contemplated by the Unification Transaction and follows the successful Exchange Offer in which holders of 98.5% of Royal Dutch Shares participated and received Royal Dutch Shell shares, and the fact that the Merger will allow Royal Dutch Shell to acquire 100% of the interests in Royal Dutch as contemplated in the Unification Transaction, on a basis that is likely to be less time consuming and procedurally more efficient than the implementation of statutory squeeze out proceedings under Dutch law.
	•	The fact that the Proposed Transaction will achieve governance, management, and fiscal efficiencies for the Shell Group because it will (i) simplify the organizational structure of the Shell Group and eliminate the potential investor confusion of having, and the duplicative and administrative burdens associated with maintaining, two publicly held holding companies in the Shell Group, and (ii) allow the Shell Group to realize overall tax efficiencies for 2005 and thereafter by unifying the Dutch tax resident companies into one Dutch fiscal group and the UK tax resident companies into another fiscal group and, in particular, the completion of the Merger in 2005 allows for tax consolidation of Royal Dutch and Shell Petroleum under Dutch law from January 1, 2005.

14

---

Table of Contents

	Positions of Royal Dutch Shell and Shell Petroleum on fairness to the Minority Holders

(c)	Alternatives Considered

15

---

Table of Contents

4.	Certain Opinions and Reports

	(i) Opinion with respect to the fairness, from a financial point of view, of the Exchange Ratio and the Merger Consideration pursuant thereto to the Minority Holders receiving the Merger Consideration

16

---

Table of Contents

	•	reviewed certain publicly available business and financial information relating to Royal Dutch, including the audited annual financial statements (the “annual accounts”) for the consecutive financial years ending December 31, 1999 through December 31, 2004 and the unaudited nine-month financial figures for the period ending September 30, 2005;
	•	reviewed certain publicly available business and financial information relating to Shell Transport, including the audited annual accounts for the consecutive financial years ending December 31, 1999 through December 31, 2004 and the unaudited nine-month financial figures for the period ending September 30, 2005 as prepared for the purposes of the Proposed Transaction;
	•	reviewed certain publicly available business and financial information relating to Royal Dutch Shell, including the audited annual accounts for the consecutive financial years ending December 31, 2002 through December 31, 2004 and the unaudited nine-month financial figures for the period ending September 30, 2005;
	•	reviewed certain documents relating to the Proposed Transaction and the Unification Transaction, including among other things the pricing methodology approved by the Boards of Royal Dutch Shell, Royal Dutch and Shell Petroleum;
	•	participated in discussions with and reviewed information provided by management and employees of Royal Dutch Shell and Royal Dutch and their advisers with respect to matters ABN AMRO believed necessary or appropriate for its enquiry;
	•	reviewed the historical share prices and trading volumes of Royal Dutch Shell shares, Royal Dutch Shares and Shell Transport shares;
	•	reviewed publicly available data regarding share buybacks of Royal Dutch Shell, Royal Dutch and Shell Transport;
	•	reviewed the financial terms of certain transactions ABN AMRO believed to be comparable to the Proposed Transaction;
	•	reviewed the legal review on the typical price determination in a squeeze out proceeding under Dutch law by the Court of Appeal in The Netherlands provided to Royal Dutch Shell by De Brauw, Dutch legal counsel to Royal Dutch, Royal Dutch Shell and Shell Petroleum, which was reviewed and concurred with by Freshfields Bruckhaus Deringer (“Freshfields”), Dutch legal counsel to ABN AMRO;
	•	reviewed publicly available data regarding the market practice of settlement of fractional entitlements; and

17

---

Table of Contents

	•	performed such other financial reviews and analysis, as ABN AMRO, in its absolute discretion, deemed appropriate.

18

---

Table of Contents

	•	ABN AMRO analyzed the value that would be attributable to the Minority Holders (before payment of fractional entitlements) in the Proposed Transaction based on their economic interest in the Shell Group.

In particular ABN AMRO performed an analysis to establish that the Proposed Transaction does not alter the current economic interest of the Minority Holders in the Shell Group (before payment of fractional entitlements). ABN AMRO also analyzed market practice with respect to determining the cash value of fractional entitlements. In addition, ABN AMRO conducted an analysis to determine whether the market price of Royal Dutch Shares can be used as an indication of the going concern value of the Shell Group and of Royal Dutch.

	•	ABN AMRO analyzed the consideration typically paid to minority shareholders under Dutch legal squeeze out proceedings. Given that Royal Dutch Shell has decided to implement the Merger as it is likely to be less time consuming and procedurally more efficient than statutory squeeze out proceedings under Dutch law, and given also that Royal Dutch Shell has advised Royal Dutch that if the Proposed Transaction is not completed as proposed, it intends to implement squeeze out proceedings, ABN AMRO have considered how a Dutch court would typically determine the price payable to minority shareholders in squeeze out proceedings under Dutch law.
	•	ABN AMRO analyzed the consideration paid in precedent unification transactions.
	•	ABN AMRO compared the Merger Consideration to the Royal Dutch Share price and net asset value per Royal Dutch Share.

	Analysis of the value which would be attributable to the Minority Holders of Royal Dutch based on the economic interest that they have in the Shell Group

	Historic dividend receipts and payments

19

---

Table of Contents

	Historic share buyback programs

	Historic trading relationship

	Value Residing in the Parent Companies

20

---

Table of Contents

21

---

Table of Contents

	Analysis of the consideration that is typically paid to minority shareholders under Dutch legal squeeze out proceedings.

	•	transactions where squeeze outs were preceded by cash offers with regard to the decision of the court regarding the price, the date upon which this price was based and any adjustments of this price;
	•	transactions where squeeze outs were preceded by share exchange offers with regard to the consideration paid to the relevant minority shareholders;
	•	legal advice on the likely outcome of the price determination by the Court of Appeal as provided by De Brauw to Royal Dutch Shell, Royal Dutch and Shell Petroleum, and subsequently reviewed and concurred with by Freshfields.

22

---

Table of Contents

	•	the target company had a Dutch statutory seat;
	•	the squeeze out was performed under Dutch law;
	•	the offer and the subsequent squeeze out proceedings were completed;
	•	the squeeze out proceedings or the exchange offer took place in the last five years.

	Analysis of the consideration paid to minority shareholders in precedent unification transactions

	ABB Ltd., 1999;
	Dexia SA, 1996;
	Merita Nordbanken plc, 1999;

23

---

Table of Contents

	Comparison of the Merger Consideration to the historical Royal Dutch Share price and net asset value per Royal Dutch Share

	(ii) Opinion with respect to whether or not the value of the Loan Note Consideration, when issued, will be greater than the value of the Merger Consideration

24

---

Table of Contents

	•	reviewed the form of the loan note deed (the “Loan Note Deed”) included as an exhibit to the joint proposal which sets forth the terms of the Merger and which has been approved by each of the Boards of Royal Dutch and Shell Petroleum (the “Merger Proposal”);
	•	reviewed the loan note document and election forms which are being separately made available to eligible UK resident Minority Holders;
	•	reviewed certain other documents relating to both the Unification Transaction and the Proposed Transaction;
	•	participated in discussions with and reviewed information provided by Royal Dutch Shell, Royal Dutch and its advisers with respect to matters ABN AMRO believed necessary or appropriate to its enquiry; and
	•	performed such other financial reviews and analysis as ABN AMRO, in its absolute discretion, deemed appropriate.

25

---

Table of Contents

26

---

Table of Contents

	Analysis of the various price scenarios of the underlying Royal Dutch Shell Class A ordinary shares

	•	Market Price of Royal Dutch Shell Class A ordinary shares greater than the Base Price: In this scenario, the holder of a loan note would receive, on the date of exchange, less than two Royal Dutch Shell Class A ordinary shares. Fractions of Royal Dutch Shell Class A ordinary shares would be paid in cash. The aggregate value of such shares plus any fractions paid in cash would be equal to the principal amount of the loan note, which in turn would be equal to two times the Base Price.
	•	Market Price of Royal Dutch Shell Class A ordinary shares less than the Base Price: In this scenario, the holder of a loan note would receive, on the date of exchange, two Royal Dutch Shell Class A ordinary shares. The aggregate value of such shares would be less than the principal amount of the loan note and therefore less than two times the Base Price.
	•	Market Price of Royal Dutch Shell Class A ordinary shares equal to the Base Price: In this scenario, the holder of a loan note would receive, on the date of exchange, two Royal Dutch Shell Class A ordinary shares. The aggregate value of such shares would be equal to the principal amount of the loan note, which in turn would be equal to two times the Base Price.

	Analysis of the loan note value by disaggregation into, and valuation of, its hypothetical component parts

27

---

Table of Contents

	(iii) General

28

---

Table of Contents

29

---

Table of Contents

5.	Intentions of Royal Dutch Shell with Regard to Royal Dutch and Shell Petroleum

	•	any extraordinary corporate transaction involving Shell Petroleum after the completion of the Proposed Transaction;
	•	any sale or transfer of a material amount of assets currently held by Royal Dutch after the completion of the Proposed Transaction;
	•	any change in the board of directors or management of Shell Petroleum; or
	•	any material change in Shell Petroleum’s dividend policy, indebtedness, capitalization, corporate structure or business after the completion of the Proposed Transaction.

1.	Description of Royal Dutch Shell and Shell Petroleum

30

---

Table of Contents

	•	Exploration & Production: Searching for, finding and producing crude oil and natural gas. Building and operating the infrastructure needed to deliver hydrocarbons to market.
	•	Gas & Power: Liquefying and transporting natural gas, developing gas markets and infrastructure including gas-fired power plants and engaging in the marketing and trading of natural gas and electricity. Converting natural gas to liquids to provide clean fuels.
	•	Oil Products: Marketing transportation fuels, lubricants and specialty products. Refining, supplying, trading and shipping crude oil and petroleum products.
	•	Chemicals: Producing and selling petrochemicals to industrial customers globally.
	•	Other industry segments comprise technical consultancy services, Shell Renewables and Hydrogen.

31

---

Table of Contents

2.	Description of Royal Dutch and the Royal Dutch Shares

32

---

Table of Contents

NYSE (in U.S. dollars)
Calendar Year			High				Low
2003
	First Quarter			46.88				36.69
	Second Quarter			49.81				40.56
	Third Quarter			46.79				42.84
	Fourth Quarter			52.70				43.95
2004
	First Quarter			54.00				45.79
	Second Quarter			53.24				47.48
	Third Quarter			53.82				48.94
	Fourth Quarter			57.79				51.63
2005
	First Quarter			65.11				55.37
	Second Quarter			66.29				56.28
	Third Quarter			67.45				59.65
	Fourth Quarter (October 31 to November 2, 2005)			62.79				62.00

Euronext Amsterdam (in euro)
Calendar Year			High				Low
2003
	First Quarter			44.58				33.35
	Second Quarter			42.15				36.56
	Third Quarter			42.09				37.45
	Fourth Quarter			41.85				37.01
2004
	First Quarter			42.43				36.59
	Second Quarter			43.94				38.02
	Third Quarter			43.63				39.96
	Fourth Quarter			44.03				41.17
2005
	First Quarter			49.33				41.84
	Second Quarter			54.90				44.66
	Third Quarter			56.75				48.00

33

---

Table of Contents

			Dividend				U.S. $
Dates			(€)				equivalent*
2003
	May 6 (Final Dividend for 2002)			1.00				1.10
	September 17 (Interim Dividend for 2003)			0.74				0.85
2004
	May 6 (Second Interim Dividend for 2003)			1.02				1.21
	September 15 (Interim Dividend for 2004)			0.75				0.90
2005
	March 15 (Second Interim Dividend for 2004)			1.04				1.33
	June 15 (First Interim Dividend for 2005)			0.46				0.59
	September 15 (Second Interim Dividend for 2005)			0.46				0.55
	December 15 (Third Interim Dividend for 2005 — payable on December 15, 2005)			0.46				0.56

*	Rounded to two decimal places.

			Shares				Low				High				Average
			Purchased				Price €				Price €				Price €
2003
	Fourth Quarter			464				31.44				31.44				31.44
2004
	First Quarter			—				—				—				—
	Second Quarter			8,002,000				40.78				41.92				41.36
	Third Quarter			13,270,000				40.08				42.78				41.12
	Fourth Quarter			—				—				—				—
2005
	First Quarter			4,880,000				45.42				48.59				46.94
Total				26,152,464				31.44				48.59				42.28

34

---

Table of Contents

		Year ended December 31,
		2004				2003				2002
Ratio of earnings to fixed charges(a) (U.S. GAAP basis)			21.64				15.58				11.45

Nine months ended

September 30, 2005

Ratio of earnings to fixed charges(a) (IFRS)

24.07

Ratio of earnings to fixed charges(a) (U.S. GAAP)

27.81

(a)		For the purposes of this table, “earnings” consists of pre-tax income from continuing operations before adjustment for minority interest and income from equity investees plus fixed charges (excluding capitalized interest) less undistributed earnings of equity investees, plus distributed income from equity interests. “Fixed charges” consists of expensed and capitalized interest plus interest within rental expenses plus preference security dividend requirements of consolidated subsidiaries.

4.	Interest of Royal Dutch Shell and Shell Petroleum in Royal Dutch

35

---

Table of Contents

	(a) Shell Transport will receive newly issued bonus shares in SPCo and Royal Dutch shall consent and take other necessary actions to allow Shell Transport to be registered as holder of such shares. As consideration for Royal Dutch consenting and taking such actions, Shell Transport will transfer to Royal

36

---

Table of Contents

	Dutch the entire interest in Shell Petroleum held by Shell Transport (other than four B shares that Shell Transport will retain for U.S. tax purposes);
	(b) Royal Dutch will issue new Royal Dutch Shares to Royal Dutch Shell and, in consideration for such issue, Royal Dutch Shell shall contribute to Royal Dutch all of its shares in Shell Transport;
	(c) Royal Dutch will contribute its remaining SPCo shares to its subsidiary Shell Transport; and
	(d) upon completion of the above steps, Shell Petroleum and Royal Dutch will effect the Merger, following which Shell Petroleum will be the surviving entity and Royal Dutch and the Royal Dutch Shares will cease to exist.

37

---

Table of Contents

38

---

Table of Contents

2.	Conditions to the Proposed Transaction

	•	an accountants statement pursuant to article 2:94b(2) of the Dutch Civil Code relating to the value of Shell Transport in relation to the contribution of the entire issued ordinary share capital of Shell Transport to Royal Dutch having been received;
	•	the Schedule 13E-3, of which this Disclosure Document forms a part, together with the exhibits thereto (the “Schedule 13E-3”), having been filed with the SEC and no enforcement proceedings related to the Schedule 13E-3 having been initiated or threatened by the SEC and this Disclosure Document having been provided to Royal Dutch shareholders no less than 20 days prior to the EGM in accordance with Rule 13e-3 under the Exchange Act;
	•	the FSA indicating, in accordance with Part XII FSMA and either unconditionally or on terms that are satisfactory to each party affected by such terms, that it approves:

	as notified to the FSA by or on behalf of these companies, in accordance with Part XII FSMA, for the purposes of the Transaction;

	•	Royal Dutch and Shell Petroleum having obtained (i) written confirmation from the trade register in The Hague that the Merger Proposal and the certain other documents required to be filed under Dutch law have been on file for public inspection for a period of one month and (ii) evidence that no petition (as described in article 2:316 (2) of the Dutch Civil Code) has been filed, or that all such petitions have been withdrawn or dismissed by the Court;
	•	the EGM having adopted resolutions to (i) approve the Unwind, (ii) issue 1,379,680,000 shares to Royal Dutch Shell against the contribution in kind of the entire issued ordinary share capital of Shell Transport, (iii) amend the articles of association of Royal Dutch in two steps and (iv) to merge Royal Dutch with Shell Petroleum as described in the Merger Proposal;
	•	a declaration of no objection having been received from the Dutch Ministry of Justice in respect of the proposed amendments of the articles of association of Royal Dutch;
	•	Royal Dutch having provided to SPCo a consent for the issue of 1,262,361,568 bonus shares by SPCo to Shell Transport and having signed the requisite written resolutions;
	•	the general meeting of shareholders of Shell Petroleum having resolved to amend the articles of association of Shell Petroleum and a declaration of no objection having been received from the Dutch Ministry of Justice in respect of the proposed amendment of the articles of association of Shell Petroleum;
	•	the board of management of Shell Petroleum having resolved upon the merger with Royal Dutch as described in the Merger Proposal;
	•	Royal Dutch Shell certifying in writing that certain of the above conditions have been satisfied; and
	•	a notarial deed containing the minutes of the general meeting of shareholders of Royal Dutch having been drawn up.

39

---

Table of Contents

3.	Source and Amount of Funds

4.	Transaction Expenses

Filing			$	229,535
Legal				4,600,000
Accounting				450,000
Printing				100,000
Fees relating to fairness reports and opinions				1,200,000
Miscellaneous				1,600,000
	Total		$	8,179,535

1.	Material U.S. Federal Income Tax Consequences of the Proposed Transaction

	General

	•	a citizen or resident of the United States;
	•	a corporation, or other entity taxable as a corporation, created or organized under the laws of the United States or any of its political subdivisions;
	•	a trust, if (i) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. fiduciaries have the authority to control all substantial decisions of the trust or (ii) the trust has made a valid election under applicable U.S. Treasury regulations to be treated as a U.S. person; or
	•	an estate that is subject to U.S. Federal income tax on its income regardless of its source.

40

---

Table of Contents

	•	insurance companies;
	•	tax-exempt organizations;
	•	dealers in securities or foreign currency;
	•	banks or trusts;
	•	persons that hold their Royal Dutch Shares as part of a straddle, a hedge against currency risk or a constructive sale or conversion transaction;
	•	holders that have a functional currency other than the U.S. dollar;
	•	investors in pass-through entities;
	•	shareholders who acquired their Royal Dutch Shares through the exercise of options, or otherwise as compensation or through a tax-qualified retirement plan; or
	•	holders of options granted under any Royal Dutch benefit plan.

	Taxation of the Proposed Transaction

	United States Backup Withholding and Information Reporting

41

---

Table of Contents

	Withholding tax on Proposed Transaction

	Dutch taxes on income and capital gains

	Residents of The Netherlands

	(A) individuals who are resident or deemed to be resident in The Netherlands for purposes of Dutch taxation;
	(B) individuals who opt to be treated as a resident in The Netherlands for purposes of Dutch taxation ((A) and (B) jointly “Dutch Individuals”); and
	(C) entities (“Dutch Corporate Entities”) that are subject to the Dutch Corporate Income Tax Act 1969 (“CITA”) and are resident or deemed to be resident of The Netherlands for the purposes of the CITA, excluding:

	•	pension funds (pensioenfondsen) and other entities that are exempt from Dutch corporate income tax;
	•	entities which are entitled to the participation exemption with respect to the “A” Shares and/or “B” Shares based on article 13, CITA; and
	•	investment institutions (beleggingsinstellingen) as defined in article 28, CITA.

	Dutch Individuals not engaged or deemed to be engaged in an enterprise or receiving benefits from miscellaneous activities

42

---

Table of Contents

	Dutch Individuals engaged or deemed to be engaged in an enterprise or receiving benefits from miscellaneous activities

	Dutch Corporate Entities

	Non-residents of The Netherlands

	(a) such holder derives profits from an enterprise, whether as entrepreneur (ondernemer) or pursuant to a co-entitlement to the net worth of such enterprise, other than as an entrepreneur or a shareholder which enterprise is, in whole or in part, carried on through a permanent establishment (vaste inrichting) or a permanent representative (vaste vertegenwoordiger) in The Netherlands to which the Royal Dutch Shares are attributable; or
	(b) the holder is an individual and derives benefits from miscellaneous activities (resultaat uit overige werkzaamheden) performed in The Netherlands in respect of the Royal Dutch Shares, including, without limitation, activities which are beyond the scope of active portfolio investment activities.

43

---

Table of Contents

44

---

Table of Contents

Name, Citizenship, Position
at Royal Dutch Shell/		Present Principal Occupation
Shell Petroleum		or Employment*		Five Year Employment History
Aad Jacobs The Netherlands Non-Executive Chairman of Royal Dutch Shell		Non-Executive Chairman of the Board of Directors of Royal Dutch Shell		He was appointed a member of the Royal Dutch supervisory board in 1998 and Chairman of the Royal Dutch supervisory board (currently Non-Executive Chairman) in 2002 and Non-Executive Chairman of the Royal Dutch Shell Board of Directors in 2004. He has been Chairman of the supervisory boards of Joh. Enschedé B.V., which engages in printing commercial and confidential documents, since 1998, Imtech N.V., which provides technical services in the fields of information & communication technology and electrical & mechanical engineering, since 2001 and VNU N.V., a global information and media company, since 1998; Vice-Chairman of the supervisory boards of Buhrmann N.V., which supplies office products to businesses and institutions, since 1998 and SBM Offshore (formerly IHC Caland N.V.), which engages as a supplier to the offshore oil and gas industry, since 1998; and a member of the supervisory board of ING Groep N.V., a financial services company, since 1998.
Lord Kerr of Kinlochard England Deputy Chairman and senior independent Non-Executive Director of Royal Dutch Shell		Deputy Chairman of the Board of Directors and Senior Independent Non-Executive Director of Royal Dutch Shell		He was a Non-Executive Director of Shell Transport from 2002 to 2005 and has been Deputy Chairman and Senior Independent Non-Executive Director of Royal Dutch Shell in 2004. Previously, he served in various jobs in the UK Diplomatic Service from 1966 to 2002, including as UK Permanent Representative to the European Union, British Ambassador to the U.S., Foreign Office, Permanent Under Secretary of State and Head of the UK Diplomatic Service. On leaving government service he was appointed Secretary-General of the European Convention from 2002 to 2003. A member of the House of Lords since 2004 and Chairman of the Court and Council of Imperial College, London, he has been a trustee and Deputy Chairman of the National Gallery since 2002 and a trustee of the Rhodes Trust since 1997. He has been a non-executive Director of Rio Tinto plc and Rio Tinto Limited (both engaged in finding, mining and processing mineral resources) since 2003 and Scottish American Investment Company plc, an investment company, since 2002.

45

---

Table of Contents

Name, Citizenship, Position
at Royal Dutch Shell/		Present Principal Occupation
Shell Petroleum		or Employment*		Five Year Employment History
Jeroen van der Veer The Netherlands Chief Executive of Royal Dutch Shell Principal Director of Shell Petroleum		Chief Executive of Royal Dutch Shell		He was appointed President (currently Chief Executive) of Royal Dutch in 2000, having been a Managing Director since 1997. He was appointed Chairman of the Committee of Managing Directors of the Shell Group in March 2004 and Chief Executive of Royal Dutch Shell in 2004. He has also been a non-executive director of Unilever (which includes Unilever N.V., Unilever plc and Unilever Holdings Ltd and engages in the worldwide manufacture and supply of consumer goods) since 2002. He was a member of the supervisory board of De Nederlandsche Bank N.V. (The Netherlands central bank) from 2000 to 2004.
Peter Voser Switzerland Chief Financial Officer of Royal Dutch Shell Principal Director of Shell Petroleum		Chief Financial Officer of Royal Dutch Shell		He was employed from 1982 to March 2002 by the Shell Group in a variety of finance and business roles in Switzerland, the UK, Argentina and Chile, including Group Chief Internal Auditor of the Shell Group, Chief Financial Officer of Shell Europe Oil Products and Chief Financial Officer of Shell International Oil Products. He was appointed Managing Director of Shell Transport, a Group Managing Director and Chief Financial Officer and an Executive Director of Royal Dutch Shell with effect from October 2004. From March 2002 until September 2004, he was Chief Finance Officer and Member of the Group executive committee of the Asea Brown Boveri group of companies, based in Switzerland and engaged in the energy and automation business areas. He has been a member of the supervisory board of Aegon N.V., which is engaged in the insurance business, since 2004, UBS AG, a financial services firm, since 2005 and was a member of the Swiss-American Chamber of Commerce from 2003 to 2004.
Malcolm Brinded England Executive Director, Exploration and Production of Royal Dutch Shell Principal Director of Shell Petroleum		Executive Director, Exploration and Production, of Royal Dutch Shell		He joined the Shell Group in 1974 and has held various positions around the world. He was Country Chair for the Shell Group in the UK from 1999 to 2002 and Director of Planning, Environment and External Affairs at Shell International Ltd. from 2001 to 2002. He was a Managing Director of Royal Dutch from 2002 to 2005. In March 2004, he was appointed a Director and Managing Director of Shell Transport and became Vice-Chairman of the Committee of Managing Directors and in 2004 became an Executive Director of Royal Dutch Shell. He co-chaired the UK Industry Leadership Team from 1998 to 2001, covering all UK upstream industry operators, contractors and suppliers.

46

---

Table of Contents

Name, Citizenship, Position
at Royal Dutch Shell/		Present Principal Occupation
Shell Petroleum		or Employment*		Five Year Employment History
Linda Cook United States Executive Director, Gas & Power, of Royal Dutch Shell Principal Director of Shell Petroleum		Executive Director, Gas & Power, of Royal Dutch Shell		She was Chief Executive Officer for Shell Gas & Power from 2000 to 2003. She was President and Chief Executive Officer and a member of the Board of Directors of Shell Canada Limited from 2003 to 2004. In August 2004, she was appointed a Managing Director (currently Executive Director) of Royal Dutch and became a Group Managing Director and Chief Executive Officer of Shell Gas & Power. In 2004 she became an Executive Director of Royal Dutch Shell. She has been non-executive Director of The Boeing Company, an aerospace company, since 2003.
Rob Routs The Netherlands Executive Director, Oil Products and Chemicals, of Royal Dutch Shell Principal Director of Shell Petroleum		Executive Director, Oil Products and Chemicals, of Royal Dutch Shell		He joined the Shell Group in 1971 and has held various positions in The Netherlands, Canada and the U.S.A. He was President and Chief Executive Officer of Shell Oil Products U.S.A. and President of Shell Oil Company and Country Chair for the Shell Group in the U.S.A. from 2002 to 2003. He was a Managing Director of Royal Dutch from 2003 to 2005 and became a Group Managing Director with effect from July 2003 and an Executive Director of Royal Dutch Shell since 2004. He was Chief Executive Officer of Equilon Enterprise LLC, (a joint venture between Shell and Texaco), from 2000 to 2002. He is also a director of INSEAD (a worldwide business school).
Maarten van den Bergh The Netherlands Non-Executive Director of Royal Dutch Shell		Chairman of the Board of Directors of Lloyds TSB Group plc, which engages in consumer and commercial banking and the insurance and investment business and has its principal business address at 25 Gresham Street, London, EC2V 7HN, England.		He was President of Royal Dutch from 1998 to 2000 having been a Managing Director of Royal Dutch since 1992. He was a member of the Royal Dutch supervisory board from 2000 to 2005 and became a Non-Executive Director of Royal Dutch Shell in 2004. He has been Chairman of the Board of Directors of Lloyds TSB Group plc since 2001 and a Non-Executive director of BT Group plc, a telecommunications company, since 2000, British Airways plc, an international airline, since 2002 and a member of the supervisory board of Akzo Nobel N.V., which manufactures paint, chemicals, salt and healthcare products, since 2005.

47

---

Table of Contents

Name, Citizenship, Position
at Royal Dutch Shell/		Present Principal Occupation
Shell Petroleum		or Employment*		Five Year Employment History
Sir Peter Burt U.K. Non-Executive Director of Royal Dutch Shell		Chairman of ITV plc, which engages in television broadcasting and production, pay and digital TV and television leasing and has its principal business address at The London Television Centre, Upper Ground, London SE1 9LT, England.		He was a Non-Executive Director of Shell Transport from 2002 to 2005 and became a Non-Executive Director of Royal Dutch Shell in 2004. He was the Executive Deputy Chairman of HBOS plc and subsidiaries, engaged in commercial banking, from 2001 to 2003 and was Group Chief Executive of the Bank of Scotland, engaged in commercial banking, from 1996 to 2001. He has been Chairman of ITV plc since 2004, a director of a number of charitable organizations and non-executive director of Templeton Emerging Markets Trust plc, an investment trust for emerging markets, since 2004. He was a partner of Gleacher Partners LLP in 2003 and has been a partner of Gleacher Shudclock LLP (known as Gleacher Shudclock Ltd) since 2003, both engaged in investment banking.
Mary R. (Nina) Henderson United States Non-Executive Director of Royal Dutch Shell		Non-Executive Director of Royal Dutch Shell		She was a Non-Executive Director of Shell Transport from 2001 to 2005 and became a Non-Executive Director of Royal Dutch Shell in 2004. She was a director of the Hunt Corporation, engaged in the manufacture and distribution of office and art/ framing supplies, from 1991 to 2002. She has been a Director of Pactiv Corporation, a producer of specialty packaging products, since 2000, AXA Financial Inc., a provider of diversified financial services, since 1996, Del Monte Foods Company, a manufacturer and marketer of processed foods, since 2002 and Visiting Nurse Service of New York, a healthcare service provider, since 1997.
Sir Peter Job Britain Non-Executive Director of Royal Dutch Shell		Non-Executive Director of Royal Dutch Shell		He was a Non-Executive Director of Shell Transport from 2001 to 2005 and became a Non-Executive Director of Royal Dutch Shell in 2004. He was Chief Executive of Reuters Group plc, a provider of news services, from 1991 to 2001, a member of the supervisory board of Bertelsmann AG, a publishing and communications company, from 2002 to 2005, non-executive director of GlaxoSmithKline plc, a pharmaceuticals company, from 2000 to 2004, and a non-executive director Multex.com Inc., a provider of global financial information, from 2002 to 2003. He has been a non-executive director of Schroders plc, a global asset management company, since 1999, TIBCO Software Inc, a software company, since 2000, Instinet Group Inc, an provider of electronic trading solutions, since 2000 and a member of the supervisory board of Deutsche Bank AG, a provider of banking and financial services, since 2001.

48

---

Table of Contents

Name, Citizenship, Position
at Royal Dutch Shell/		Present Principal Occupation
Shell Petroleum		or Employment*		Five Year Employment History
Wim Kok The Netherlands Non-Executive Director of Royal Dutch Shell		Non-Executive Director of Royal Dutch Shell		He was a member of the Royal Dutch supervisory board from 2003 to 2005. He was appointed Dutch Prime Minister in 1994, serving for two periods of government up to July 2002. Since 2003 he has been a member of the supervisory boards of ING Groep N.V., a financial services company, KLM N.V., an international airline, and TNT N.V. (formerly TPG N.V.), a global provider of mail, express and logistics services.
Jonkheer Aarnout Loudon The Netherlands Non-Executive Director of Royal Dutch Shell		Chairman of the Supervisory Board of ABN AMRO Holding N.V., which provides financial services including retail banking, private banking, asset management and investment banking services and has its principal business address at Gustav Mahlerlaan 10, Amsterdam, 1082PP, The Netherlands, and Akzo Nobel N.V., which manufactures paint, chemicals, salt and healthcare products and has its principal business address at Velperweg 76, 6824 BM Arnhem, Postbus 9300, 6800 SB Arnhem, The Netherlands.		He was appointed a member of the Royal Dutch supervisory board (currently a Non-Executive Director) in 1997 and a Non-Executive Director of Royal Dutch Shell in 2004. He was a non-executive director of Corus Group plc, which engages in the manufacturing processing and distribution of metal products and provides design, technology and consultancy services, from 1999 to 2002 and Hollandsche Betongroep N.V., an international construction company, from 1995 to 2002. He has been Chairman of the Supervisory Board of ABN AMRO Holding N.V. since 1996, the Supervisory Board of Akzo Nobel N.V. since 1995, a member of the International Advisory Board of Allianz AG, an insurance and financial services company, since 1984 and a member of the supervisory board of Het Concertgebouw N.V., a concert hall, since 1993. He was a partner of Maat Schap S-Gravenhage, from 1995 to 2005.

49

---

Table of Contents

Name, Citizenship, Position
at Royal Dutch Shell/		Present Principal Occupation
Shell Petroleum		or Employment*		Five Year Employment History
Christine Morin-Postel France Non-Executive Director of Royal Dutch Shell		Non-Executive Director of Royal Dutch Shell		She was appointed a member of the Royal Dutch supervisory board (currently a Non-Executive Director) in 2004 and a Non-Executive Director of Royal Dutch Shell in 2004. From 1998 until March 2001, she was Chief Executive and Chairman of the Management Committee of Societe Generale de Belgique, an international and industrial services group. She was Executive Vice-president of Suez S.A., an international and industrial services group, from 2000 to 2003. She was a non-executive director of Arlington Capital Investors Europe, an investment management company, from 2002 to 2005 and Fortis S.A./N.V., an international financial services company, from 1998 to 2003. She has been a non-executive director of Alcan Inc., a manufacturer of aluminum, light gauge sheet, foil and packaging products, since 2003, Pilkington plc, a manufacturer of glass and glazing products, since 2003 and 3i Group plc, which is engaged in private equity and venture capital, since 2002.
Lawrence Ricciardi United States Non-Executive Director of Royal Dutch Shell		Senior Advisor to Jones Day Reaves & Pogue, a law firm that has its business address at 222 East 41st St., New York, NY 10017-6702, and to Lazard Freres & Co., which provides financial services, including mergers and acquisitions, asset management, corporate restructuring, underwriting, securities placement and research services and has its business address at 30 Rockefeller Plaza, New York, NY 10020.		He was appointed a member of the Royal Dutch supervisory board (currently a Non-Executive Director) in 2001 and a Non-Executive Director of Royal Dutch Shell in 2004. He was previously Senior Vice President and General Counsel of IBM, which creates, develops and manufactures advanced information technologies, from 1995 to 2002. He has been Senior Advisor to the law firm Jones Day and to Lazard Freres & Co. since 2003 and a member of the Board of Directors of The Reader’s Digest Association, Inc., which is engaged in publishing and direct marketing, since 1998.

*	Unless otherwise indicated, the business address of each of the above persons is Royal Dutch Shell, Carel van Bylandtlaan 30, 2596 HR The Hague, The Netherlands.

50

---

Table of Contents

Mr. Jacobs			€38,500
Mr. Loudon			€34,500
Ms. Morin-Postel			€31,000
Mr. Ricciardi*			€42,875

Mr. Jacobs			£75,000
Mr. Loudon			£49,000
Ms. Morin-Postel			£42,500
Mr. Ricciardi*			£56,500

*	Mr. Ricciardi’s compensation includes amounts received for intercontinental travel to attend meetings, which was €2,375 per meeting for the Royal Dutch Supervisory Board and £3,000 per meeting for Royal Dutch Shell (the fee for Royal Dutch Shell is not paid for one meeting per year held in a location other than The Hague or London).

51

---

Table of Contents

The Board N.V. Koninklijke Nederlandsche Petroleum Maatschappij (Royal Dutch Petroleum Company) Carel van Bylandtlaan 30 2596 HR The Hague The Netherlands Telephone +31 20 628 93 93 Telex 11006 ABAM NL		Corporate Finance ABN AMRO Bank N.V. Gustav Mahlerlaan 10 1082 PP Amsterdam Mailing address P.O. Box 283 1000 EA Amsterdam The Netherlands

Letter of opinion	31 October 2005

A-1

---

Table of Contents

	1.     Reviewed certain publicly available business and financial information relating to the Company, including the audited annual accounts for the consecutive financial years ending 31 December 1999 through 31 December 2004 and the unaudited nine-month financial figures for the period ending 30 September 2005;
	2.     Reviewed certain publicly available business and financial information relating to Shell Transport, including the audited annual accounts for the consecutive financial years ending 31 December 1999 through 31 December 2004 and the unaudited nine-month financial figures for the period ending 30 September 2005 as prepared for the purposes of the Proposed Transaction;
	3.     Reviewed certain publicly available business and financial information relating to Royal Dutch Shell, including the audited annual accounts for the consecutive financial years ending 31 December 2002 through 31 December 2004 and the unaudited nine-month financial figures for the period ending 30 September 2005;
	4.     Reviewed certain documents relating to the Proposed Transaction and the Unification Transaction, including among other things the pricing methodology approved by the Boards of Royal Dutch, Royal Dutch Shell and SPNV;
	5.     Participated in discussions with and reviewed information provided by management and employees of Royal Dutch Shell and Royal Dutch and their advisers with respect to matters ABN AMRO believed necessary or appropriate to its enquiry;
	6.     Reviewed the historical stock prices and trading volumes of the Royal Dutch Shell Shares, Royal Dutch Shares and Shell Transport shares;
	7.     Reviewed publicly available data regarding share buybacks of Royal Dutch Shell, Royal Dutch and Shell Transport;
	8.     Reviewed the financial terms of certain transactions ABN AMRO believes to be comparable to the Proposed Transaction;
	9.     Reviewed the legal review on the typical price determination in a squeeze-out procedure under Dutch law by the Court of Appeal in The Netherlands provided to Royal Dutch Shell by De Brauw Blackstone Westbroek, Dutch legal counsel to Royal Dutch, Royal Dutch Shell and SPNV, which was reviewed and concurred with by Freshfields Bruckhaus Deringer, Dutch legal counsel to ABN AMRO;
	10.     Reviewed publicly available data regarding the market practice of settlement of fractional entitlements; and
	11.     Performed such other financial reviews and analyses, as ABN AMRO, in its absolute discretion, deemed appropriate.

A-2

---

Table of Contents

A-3

---

Table of Contents

A-4

---

Table of Contents

The Board N.V. Koninklijke Nederlandsche Petroleum Maatschappij (Royal Dutch Petroleum Company) Carel van Bylandtlaan 30 2596 HR The Hague The Netherlands		Corporate Finance ABN AMRO Bank N.V. Gustav Mahlerlaan 10 1082 PP Amsterdam Mailing address P.O. Box 283 1000 EA Amsterdam The Netherlands Telephone +31 20 628 93 93 Telex 11006 ABAM NL

Letter of opinion	31 October 2005

	1.     Reviewed the form of the Loan Note deed (the “Loan Note Deed”) included as an exhibit to the joint proposal which sets forth the terms of the Merger and which has been approved by each of the Boards of Royal Dutch and SPNV;

B-1

---

Table of Contents

	2.     Reviewed the Loan Note document and election forms which are being separately made available to eligible UK resident Minority Shareholders;
	3.     Reviewed certain other documents relating to both the unification transaction consummated on 20 July 2005 (as a result of which Royal Dutch Shell became the parent company of Royal Dutch) and the Proposed Transaction;
	4.     Participated in discussions with and reviewed information provided by Royal Dutch Shell, Royal Dutch and its advisers with respect to matters ABN AMRO believed necessary or appropriate to its enquiry; and
	5.     Performed such other financial reviews and analysis as ABN AMRO, in its absolute discretion, deemed appropriate.

B-2

---

Table of Contents

B-3

---

Table of Contents

Audited Combined Financial Statements of Royal Dutch Petroleum Company and The Shell Transport and Trading Company Limited for the Year Ended December 31, 2004 (US GAAP)
Report of the Independent Registered Public Accounting Firms		F-3
Combined Statement of Income		F-4
Combined Balance Sheet		F-5
Combined Statement of Changes in Shareholders’ Equity		F-6
Combined Statement of Cash Flows		F-7
Notes to the Combined Financial Statements		F-8
Supplementary Information — Oil and Gas (Unaudited)		F-52
Reserves		F-52
Standardised measure of discounted future cash flows		F-55
Supplementary Information — Derivatives and other Financial Instruments and Derivative Commodity Instruments		F-57
Schedule 1		F-78
Unaudited Condensed Combined Interim Financial Statements of Royal Dutch Petroleum Company and The Shell Transport and Trading Company Limited for the Three and Nine Month Periods Ended September 30, 2005 (IFRS)
Condensed Combined Interim Statement of Income		F-80
Condensed Combined Interim Balance Sheet		F-81
Condensed Combined Interim Statement of Changes in Equity		F-82
Condensed Combined Interim Statement of Cash Flows		F-83
Notes to the Condensed Combined Interim Financial Statements		F-84

F-1

---

Table of Contents

F-2

---

Table of Contents

F-3

---

Table of Contents

		Note				2004				2003				2002
						$ million
Sales proceeds							337,522				263,889				218,287
Sales taxes, excise duties and similar levies							72,332				65,527				54,834
Net proceeds(a)							265,190				198,362				163,453
Cost of sales(b)							221,678				165,147				135,658
Gross profit							43,512				33,215				27,795
Selling and distribution expenses							12,340				11,409				9,617
Administrative expenses							2,542				1,887				1,598
Exploration							1,823				1,475				1,052
Research and development							553				584				472
Operating profit of Shell Group companies							26,254				17,860				15,056
Share of operating profit of associated companies			4				5,653				3,446				2,792
Operating profit							31,907				21,306				17,848
Interest and other income			5				1,730				1,996				782
Interest expense			6				1,213				1,324				1,291
Currency exchange gains/(losses)							(39	)			(231	)			(25	)
Income before taxation							32,385				21,747				17,314
Taxation			7				15,137				9,352				7,655
Income after taxation							17,248				12,395				9,659
Income applicable to minority interests							626				353				175
Income from continuing operations							16,622				12,042				9,484
Income from discontinued operations, net of tax			3				1,560				25				187
Cumulative effect of a change in accounting principle, net of tax			2				—				255				—
Net income							18,182				12,322				9,671
(a) Includes net proceeds related to buy/sell contracts:			2				24,744				19,795				14,267
(b) Includes costs related to buy/sell contracts:			2				24,719				19,713				14,419

			2004				2003				2002
			$
Net income per Royal Dutch Petroleum Company share				5.39				3.63				2.82
	— Continuing operations			4.93				3.54				2.77
	— Discontinued operations			0.46				0.01				0.05
	— Cumulative effect of a change in accounting principle, net of tax			—				0.08				—
Diluted net income per Royal Dutch Petroleum Company share				5.39				3.63				2.81
	— Continuing operations			4.93				3.54				2.76
	— Discontinued operations			0.46				0.01				0.05
	— Cumulative effect of a change in accounting principle, net of tax			—				0.08				—
Net income per Shell Transport and Trading Company Limited share				0.77				0.52				0.40
	— Continuing operations			0.70				0.51				0.39
	— Discontinued operations			0.07				—				0.01
	— Cumulative effect of a change in accounting principle, net of tax			—				0.01				—
Diluted net income per Shell Transport and Trading Company Limited share				0.77				0.52				0.40
	— Continuing operations			0.70				0.51				0.39
	— Discontinued operations			0.07				—				0.01
	— Cumulative effect of a change in accounting principle, net of tax			—				0.01				—

F-4

---

Table of Contents

								Dec 31,				Dec 31,
				Note				2004				2003
				$ million
Fixed assets
	Tangible assets				8				88,940				87,088
	Intangible assets				8				4,890				4,735
	Investments:
		associated companies			4				19,743				19,371
		securities			12				1,627				2,317
		other							1,121				1,086
Total fixed assets									116,321				114,597
Other long term assets
	Prepaid pension costs				20				8,278				6,516
	Deferred taxation				7				1,995				2,092
	Other				9				4,369				2,741
Total other long-term assets									14,642				11,349
Current assets
	Inventories				10				15,391				12,690
	Accounts receivable				11				38,063				29,013
	Cash and cash equivalents				12				9,208				2,117
Total current assets									62,662				43,820
Current liabilities: amounts due within one year
	Short-term debt				13				5,762				10,569
	Accounts payable and accrued liabilities				15				39,862				32,383
	Taxes payable				7				9,885				5,927
Total current liabilities									55,509				48,879
Net current assets/(liabilities)									7,153				(5,059	)
Total assets less current liabilities									138,116				120,887
Long-term liabilities: amounts due after more than one year
	Long-term debt				13				8,600				9,100
	Other				16				8,065				6,054
									16,665				15,154
Provisions
	Deferred taxation				7				14,844				15,185
	Pensions and similar obligations				20				5,044				4,927
	Decommissioning and restoration costs				23				5,709				3,955
									25,597				24,067
Group net assets before minority interests									95,854				81,666
Minority interests									5,309				3,415
Net assets									90,545				78,251
Shareholders’ equity
	Equity share capital				18				586				587
	Preference shares				18				20				20
	Additional paid in capital				17				5,374				5,372
	Treasury shares(a)				17				(4,187	)			(3,428	)
	Other comprehensive income				17				(792	)			(3,836	)
	Retained earnings				17				89,544				79,536
									90,545				78,251

(a)		Comprises 62 million shares of Royal Dutch Petroleum Company (2003: 51 million) and 184 million shares of The Shell Transport and Trading Company Limited (2003: 148 million).

F-5

---

Table of Contents

			2004				2003				2002
			$ million
Shareholders’ equity at 1 January				78,251				66,195				62,822
Earnings reinvested:
	Net income for the year			18,182				12,322				9,671
	Less dividends			(7,396	)			(6,532	)			(5,522	)
				10,786				5,790				3,945
Other comprehensive income, net of tax:
	Currency translation differences			3,548				5,795				3,108
	Unrealised gains/(losses) on securities			(350	)			689				25
	Unrealised gains/(losses) on cash flow hedges			31				51				(225	)
	Minimum pension liability adjustments			(185	)			358				(1,475	)
				3,044				6,893				1,433
Common stock held in treasury:
	Purchase of treasury shares			(848	)			(715	)			(981	)
	Release of treasury shares			—				21				52
	Dividends received			89				63				85
				(759	)			(631	)			(844	)
(Share buy backs)/cancellations				(777	)			4				(1,365	)
Shareholders’ equity at 31 December				90,545				78,251				66,195

F-6

---

Table of Contents

					Note				2004				2003				2002
									$ million
Cash flow provided by operating activities
	Net income:									18,182				12,322				9,671
	Adjustments to reconcile net income to cash flow provided by operating activities									—				—				—
		Depreciation, depletion and amortisation				8				12,273				11,711				8,739
		Profit on sale of assets								(3,033	)			(2,141	)			(367	)
		Movements in:								—				—				—
			inventories							(2,731	)			(236	)			(2,079	)
			accounts receivable							(8,462	)			1,834				(5,830	)
			accounts payable and accrued liabilities							7,317				(212	)			6,989
			taxes payable							2,997				(223	)			(744	)
		Associated companies: dividends more/(less) than net income				4				258				511				117
		Deferred taxation and other provisions								(524	)			(621	)			423
		Long-term liabilities and other								(1,391	)			(1,328	)			(1,326	)
		Income applicable to minority interests								714				366				175
Cash flow provided by operating activities										25,600				21,983				15,768
Cash flow used in investing activities
	Capital expenditure (including capitalised leases)					8				(12,734	)			(12,252	)			(12,102	)
	Acquisitions (Enterprise Oil, Penzoil-Quaker State and additional shares in Equilon)									—				—				(8,925	)
	Proceeds from sale of assets									5,078				2,286				1,099
	New investments in associated companies					4				(1,058	)			(983	)			(1,289	)
	Disposals of investments in associated companies									1,327				708				501
	Proceeds from sale and other movements in investments									1,743				1,988				84
Cash flow used in investing activities										(5,644	)			(8,253	)			(20,632	)
Cash flow used in financing activities
	Long-term debt (including short term part)
		new borrowings								544				572				5,267
		repayments								(1,688	)			(2,740	)			(5,610	)
										(1,144	)			(2,168	)			(343	)
	Net increase/(decrease) in short-term debt									3,698				(2,501	)			7,075
	Change in minority interests									807				(1,363	)			421
	Repurchase of share capital, including expenses									(781	)			—				(1,393	)
	Dividends paid to Royal Dutch and Shell Transport shareholders									(7,396	)			(6,532	)			(5,522	)
	Dividends paid to minority interests									(264	)			(300	)			(228	)
Cash flow used in financing activities										(12,476	)			(12,864	)			10
Net investments in treasury stock and dividends received										(758	)			(633	)			(864	)
Currency translation differences relating to cash and cash equivalents										369				175				173
Increase/(decrease) in cash and cash equivalents										7,091				408				(5,545	)
Cash and cash equivalents at January 1										2,117				1,709				7,254
Cash and cash equivalents at December 31										9,208				2,117				1,709

F-7

---

Table of Contents

1	Basis of Presentation

	Royal Dutch Petroleum Company and The Shell Transport and Trading Company Limited

		2004				2003				2002
		$ million
Royal Dutch			10,910				7,395				5,807
Shell Transport			7,272				4,927				3,864
			18,182				12,322				9,671

		2004				2003
		$ million
Royal Dutch			54,324				47,087
Shell Transport			36,221				31,164
			90,545				78,251

		2004				2003				2002
Royal Dutch			2,023,212,126				2,036,687,755				2,057,657,737
Shell Transport			9,480,407,909				9,528,797,724				9,608,614,760

F-8

---

Table of Contents

		2004				2003				2002
Royal Dutch			2,025,495,289				2,037,361,965				2,058,100,317
Shell Transport			9,485,180,086				9,531,519,807				9,613,276,052

	The Transaction and Royal Dutch Shell plc

• for each Royal Dutch Ordinary Share held in New York registry form tendered:		1 Royal Dutch Shell Class A American depositary receipt (representing 2 Royal Dutch Shell Class A ordinary shares)
• for each Royal Dutch Ordinary Share held in bearer or Hague registry form tendered:		2 Royal Dutch Shell Class A ordinary shares
• for each Shell Transport Ordinary Share (including Shell Transport Ordinary Shares to which holders of Shell Transport bearer warrants are entitled):		0.287333066 Royal Dutch Shell Class B ordinary shares
• for each Shell Transport ADR:		0.861999198 Royal Dutch Shell Class B American depositary receipts (representing 2 Royal Dutch Shell Class B ordinary shares)

2	Accounting policies

	Nature of the Combined Financial Statements

F-9

---

Table of Contents

	Currency translation

	Revenue recognition

F-10

---

Table of Contents

	Depreciation, depletion and amortisation

F-11

---

Table of Contents

	Recoverability of assets

	Administrative expenses

	Exploration costs

F-12

---

Table of Contents

	Research and development

	Deferred taxation

	Leasing

	Interest capitalisation

	Securities

	Inventories

F-13

---

Table of Contents

	Derivative instruments

	Environmental expenditures

	Employee retirement plans

	Postretirement benefits other than pensions

F-14

---

Table of Contents

	Stock-based compensation plans

	Decommissioning and restoration costs

	Acquisitions

	Discontinued operations

	Changes in US GAAP Accounting Policies since January 1, 2005

F-15

---

Table of Contents

3	Discontinued operations

		2004				2003				2002
		$ million
Income before taxation from discontinued operations (including gains on disposal of $1,564 million in 2004 and impairments of $88 million in 2003 and $9 million in 2002)			1,980				135				282
Taxation			332				97				95
Minority interests			88				13				—
Income from discontinued operations, net of tax			1,560				25				187

4	Associated companies

(a)	Income

F-16

---

Table of Contents

		2004				2003				2002
		$ million
Net proceeds			53,544				44,422				33,467
Cost of sales			43,694				37,084				26,744
Gross profit			9,850				7,338				6,723
Other operating expenses			4,197				3,892				3,931
Operating profit			5,653				3,446				2,792
Interest and other income			173				228				102
Interest expense			580				540				451
Currency exchange gains/(losses)			20				(3	)			(15	)
Income before taxation			5,266				3,131				2,428
Taxation			2,065				1,463				990
Income from continuing operations			3,201				1,668				1,438
Income from discontinued operations, net of tax			13				13				16
Net income			3,214				1,681				1,454

		2004				2003				2002
		$ million
Exploration & Production			1,145				800				541
Gas & Power			1,142				650				589
Oil Products			1,253				632				448
Chemicals			(7	)			(169	)			153
Corporate and Other			(319	)			(232	)			(277	)
			3,214				1,681				1,454

(b)	Investments

										2004				2003
		Shares				Loans				Total				Total
		$ million
At January 1			16,800				2,571				19,371				17,945
New investments			681				377				1,058				983
Net asset transfers to/(from) associates, disposals and other movements			(649	)			(284	)			(933	)			(173	)
Net income			3,214				—				3,214				1,681
Dividends			(3,472	)			—				(3,472	)			(2,192	)
Currency translation differences			455				50				505				1,127
At December 31			17,029				2,714				19,743				19,371

F-17

---

Table of Contents

		2004				2003
		$ million
Fixed assets			28,665				30,892
Current assets			10,427				8,248
Total assets			39,092				39,140
Current liabilities			7,559				8,745
Long-term liabilities			11,790				11,024
Net assets			19,743				19,371

			Shell Group				Country of
Segment Name			interest				incorporation
Exploration & Production
	Aera			52%			USA
	Brunei Shell			50%			Brunei
	Woodside			34%			Australia
Gas & Power
	InterGen			68%			The Netherlands
	Nigeria LNG			26%			Nigeria
	Oman LNG			30%			Oman
Oil Products
	Motiva			50%			USA
	Showa Shell			40%			Japan
Chemicals
	Basell			50%			The Netherlands
	Saudi Petrochemical			50%			Saudi Arabia
	Infinium			50%			The Netherlands

F-18

---

Table of Contents

(c)	Transactions between Shell Group companies and associated companies

		2004				2003				2002
		$ million
Charges to associated companies			14,018				18,155				10,573
Charges from associated companies			12,373				8,608				5,623

5	Interest and other income

			2004				2003				2002
			$ million
Shell Group companies
	Interest income			457				354				521
	Other income			1,100				1,414				159
				1,557				1,768				680
Associated companies				173				228				102
				1,730				1,996				782

6	Interest expense

			2004				2003				2002
			$ million
Shell Group companies
	Interest incurred			839				828				883
	less interest capitalised			206				44				43
				633				784				840
Associated companies				580				540				451
				1,213				1,324				1,291

F-19

---

Table of Contents

7	Taxation

(a)	Taxation charge for the year

			2004				2003				2002
			$ million
Shell Group companies
	Current tax charge			13,585				8,200				6,658
	Deferred tax charge/(credit)			(513	)			(311	)			7
				13,072				7,889				6,665
Associated companies				2,065				1,463				990
				15,137				9,352				7,655

		2004				2003				2002
		$ million
Expected tax charge at statutory rates			13,718				8,913				6,512
Adjustments in respect of prior years			(52	)			166				(252	)
Other reconciling items			(594	)			(1,190	)			405
Taxation charge of Shell Group companies			13,072				7,889				6,665

F-20

---

Table of Contents

(b)	Taxes payable

		2004				2003
		$ million
Taxes on activities of Shell Group companies			5,606				2,148
Sales taxes, excise duties and similar levies and social law taxes			4,279				3,779
			9,885				5,927

(c)	Provision for deferred taxation

			2004				2003
			$ million
Tangible and intangible fixed assets				17,738				17,365
Pensions and similar obligations				2,653				2,118
Other items				2,568				2,649
Total deferred tax liabilities				22,959				22,132
Tax losses carried forward				(4,214	)			(3,876	)
Foreign tax credits(a)				(2,042	)			(1,633	)
US trademark(b)				(247	)			(309	)
Provisions
	Pensions and similar obligations			(1,228	)			(1,329	)
	Decommissioning and restoration costs			(2,191	)			(1,934	)
	Environmental and other provisions			(455	)			(334	)
Tangible and intangible fixed assets				(461	)			(153	)
Other items				(3,266	)			(3,268	)
Total deferred tax assets				(14,104	)			(12,836	)
Asset valuation allowance				3,994				3,797
Deferred tax assets net of valuation allowance				(10,110	)			(9,039	)
Net deferred tax liability				12,849				13,093
Presented in the Combined Statement of Assets and Liabilities as:
	Deferred tax assets			1,995				2,092
	Deferred tax liabilities			14,844				15,185

(a)		Foreign tax credits represent surplus credits arising in holding and sub-holding Shell Group companies on income from other jurisdictions. A valuation allowance has been recorded against the substantial part of these balances in both 2004 and 2003.
(b)		Deferred tax asset created upon transfer of US trademark rights from a US wholly-owned Shell Group company to a Netherlands wholly-owned Shell Group company.

F-21

---

Table of Contents

		$ million
2005			702
2006			239
2007			452
2008			70
2009 - 2013			404
2014 - 2019			368

8	Tangible and intangible fixed assets

		2004
																						2003
										Other				Total				Total				Total
		Tangible				Goodwill				intangibles				intangibles				Shell Group				Shell Group
		$ million
Cost
At January 1			181,685				4,011				2,998				7,009				188,694				163,957
Capital expenditure			12,440				3				291				294				12,734				12,252
Sales, retirements and other movements(a)			(9,345	)			(44	)			102				58				(9,287	)			(1,770	)
Currency translation differences			8,382				62				81				143				8,525				14,255
At December 31(b)			193,162				4,032				3,472				7,504				200,666				188,694
Depreciation
At January 1			94,597				1,336				938				2,274				96,871				80,898
Depreciation, depletion and amortisation charge			11,945				—				328				328				12,273				11,711
Sales, retirements and other movements			(7,310	)			(37	)			(38	)			(75	)			(7,385	)			(3,711	)
Currency translation differences			4,990				42				45				87				5,077				7,973
At December 31			104,222				1,341				1,273				2,614				106,836				96,871
Net 2004			88,940				2,691				2,199				4,890				93,830
Net 2003			87,088				2,675				2,060				4,735								91,823

(a)		Sales, retirements and other movements in 2003 include the effect of a change in accounting policy for certain long-term agreements (see Note 2).
(b)		Tangible fixed assets at December 31, 2004 include rights and concessions of $11.1 billion (2003: $12.0 billion).

F-22

---

Table of Contents

			2004				2003
			$ million
Capitalised costs in respect of assets not yet used in operations
	Unproved properties			2,844				4,576
	Proved properties under development and other assets in the course of construction			13,491				12,680
				16,335				17,256

		2004				2003				2002
		$ million
At January 1			771				720				515
Additions pending determination of proved reserves			566				501				568
Amounts charged to expense			(432	)			(449	)			(393	)
Reclassifications to productive wells on determination of proved reserves			(94	)			(56	)			(24	)
Other movements, including acquisitions, disposals and currency translation effects			(22	)			55				54
At December 31			789				771				720

			2004				2003				2002
			$ million
Cost of sales				9,876				9,702				7,312
Selling and distribution expenses				1,438				1,229				1,041
Administrative expenses				121				121				62
Exploration				684				411				80
Research and development				33				28				33
Depreciation, depletion and amortisation:
	from continuing operations			12,152				11,491				8,528
	from discontinued operations			121				220				211
				12,273				11,711				8,739

F-23

---

Table of Contents

9	Other long-term assets

10	Inventories

		2004				2003
		$ million
Inventories of oil and chemicals			14,488				11,742
Inventories of materials			903				948
			15,391				12,690

11	Accounts receivable

		2004				2003
		$ million
Trade receivables			23,626				17,523
Amounts owed by associated companies			2,619				2,093
Other receivables			4,061				3,647
Deferred charges and prepayments			7,757				5,750
			38,063				29,013

F-24

---

Table of Contents

12	Securities

13	Debt

(a)	Short-term debt

		2004				2003
		$ million
Debentures and other loans			4,661				8,181
Amounts due to banks and other credit institutions (including long-term debt due within one year)			1,048				2,279
			5,709				10,460
Capitalised lease obligations			53				109
Short-term debt			5,762				10,569
less long-term debt due within one year			1,291				1,874
Short-term debt excluding long-term debt due within one year			4,471				8,695

F-25

---

Table of Contents

			2004				2003
			$ million
Maximum amount outstanding at the end of any quarter				6,688				9,159
Average amount outstanding				6,381				8,392
Amounts due to banks and other credit institutions				812				2,657
Unused lines of short-term credit				4,023				3,916
Approximate average interest rate on:
	average amount outstanding			3	%			3	%
	amount outstanding at December 31			3	%			2	%

	(b) Long-term debt

		2004				2003
		$ million
Debentures and other loans			4,204				4,868
Amounts due to banks and other credit institutions			3,744				3,724
			7,948				8,592
Capitalised lease obligations			652				508
Long-term debt			8,600				9,100
add long-term debt due within one year			1,291				1,874
Long-term debt including long-term debt due within one year			9,891				10,974

							Average
			$ million				interest rate
US Dollar denominated debt
	Fixed rate			4,925				6%
	Variable rate			697				4%
Non-dollar denominated debt
	Fixed rate			3,101				4%
	Variable rate			463				5%
				9,186

F-26

---

Table of Contents

		$ million
2005			1,238
2006			1,884
2007			2,474
2008			530
2009			117
2010 and after			2,943
			9,186

14	Commitments

(a)	Leasing arrangements

		Operating				Capital
		leases				leases
		$ million
2005			1,744				105
2006			1,203				73
2007			958				67
2008			781				61
2009			709				58
2010 and after			4,460				852
Total minimum payments			9,855				1,216
less executory costs and interest							511
Present value of net minimum capital lease payments							705

		2004				2003				2002
		$ million
Minimum rentals			2,140				2,135				1,557
Contingent rentals			75				60				104
Sub-lease rentals			(198	)			(198	)			(300	)
			2,017				1,997				1,361

F-27

---

Table of Contents

(b)	Long-term purchase obligations

		$ million
2005			461
2006			420
2007			413
2008			385
2009			380
2010 and after			3,437
			5,496

15	Accounts payable and accrued liabilities

		2004				2003
		$ million
Trade payables			18,716				14,110
Amounts due to associated companies			1,927				1,828
Pensions and similar obligations			286				261
Other payables			11,245				8,841
Accruals and deferred income			7,659				7,315
Dividends payable			29				28
			39,862				32,383

16	Long-term liabilities — Other

		2004				2003
		$ million
Risk management activities			1,801				439
Deferred income			1,501				1,354
Environmental liabilities			664				676
Deposits for return items			603				566
Liabilities under staff benefit plans			541				315
Advance payments received under long-term supply contracts			354				315
Redundancy liabilities			127				165
Other			2,474				2,224
			8,065				6,054

F-28

---

Table of Contents

17	Changes in Combined Shareholders’ Equity

							Shell								Shell
			Royal Dutch				Transport				Total equity				Transport				Additional								Other
			Ordinary				Ordinary				share				Preference				paid in				Treasury				comprehensive				Retained
			shares				shares				capital				shares				capital				shares				income				earnings				Total
			$ million
At 1 January 2002				359				237				596				20				5,385				(1,953	)			(12,162	)			70,936				62,822
Net income																																9,671				9,671
Dividends																																(5,522	)			(5,522	)
Other comprehensive income, net of tax
	Currency translation differences																											3,108								3,108
	unrealised gains/(losses) on securities																											25								25
	unrealised gains/(losses) on cash flow hedges																											(225	)							(225	)
	minimum pension liability adjustments																											(1,475	)							(1,475	)
Purchase of treasury shares																								(981	)											(981	)
Release of treasury shares																								52												52
Dividends received																								85												85
Shares repurchased for cancellation				(4	)			(2	)			(6	)							(10	)											(1,349	)			(1,365	)
At January 1 2003				355				235				590				20				5,375				(2,797	)			(10,729	)			73,736				66,195
Net income																																12,322				12,322
Dividends																																(6,532	)			(6,532	)
Other comprehensive income, net of tax																																				—
	Currency translation differences																											5,795								5,795
	unrealised gains/(losses) on securities																											689								689
	unrealised gains/(losses) on cash flow hedges																											51								51
	minimum pension liability adjustments																											358								358
Purchase of treasury shares																								(715	)											(715	)
Release of treasury shares																								21												21
Dividends received																								63												63
Shares repurchased for cancellation				(3	)							(3	)							(3	)											10				4
At January 1 2004				352				235				587				20				5,372				(3,428	)			(3,836	)			79,536				78,251
Net income																																18,182				18,182
Dividends																																(7,396	)			(7,396	)
Other comprehensive income, net of tax
	Currency translation differences																											3,548								3,548
	unrealised gains/(losses) on securities																											(350	)							(350	)
	unrealised gains/(losses) on cash flow hedges																											31								31
	minimum pension liability adjustments																											(185	)							(185	)
Purchase of treasury shares																								(848	)											(848	)
Release of treasury shares																																				—
Dividends received																								89												89
Shares repurchased for cancellation								(1	)			(1	)							2												(778	)			(777	)
At December 31 2004				352				234				586				20				5,374				(4,187	)			(792	)			89,544				90,545

F-29

---

Table of Contents

18	Share Capital

	Equity shares

		2004				2003
		$ million
Allotted, called up and fully paid
Royal Dutch Ordinary Shares			352				352
Shell Transport Ordinary Shares			234				235
			586				587

						Shell Transport
		Royal Dutch				and Trading
Shares outstanding at December 31, 2004			2,081,725,000				9,624,900,000
Shares outstanding at December 31, 2003			2,083,500,000				9,667,500,000

	Non equity shares

		number of
		shares				2004				2003
						$ million
Allotted, called up and fully paid
€448 Royal Dutch priority shares			1,500				1				1
£1 Shell Transport First Preference Shares			2,000,000				3				3
£1 Shell Transport Second Preference Shares			10,000,000				16				16
							20				20

19	Combined Statement of Cash Flows

F-30

---

Table of Contents

		2004
														Movements
		Movements				Movements								derived from
		derived from				arising from								Statement of
		Statement of				currency				Non-cash				Assets and
		Cash Flows				translation				movements				Liabilities
		$ million
Tangible and intangible fixed assets			(2,626	)			3,447				1,186				2,007
Investments			(2,075	)			1,598				194				(283	)
Other long-term assets			2,053				1,004				236				3,293
Inventories			2,731				691				(721	)			2,701
Accounts receivable			8,462				1,348				(760	)			9,050
Cash and cash equivalents			8,199				(1,108	)			—				7,091
Short-term debt			4,370				(898	)			1,335				4,807
Accounts payable and accrued liabilities			(7,317	)			(794	)			632				(7,479	)
Taxes payable			(2,997	)			(579	)			(382	)			(3,958	)
Long-term debt			817				(357	)			40				500
Other long-term liabilities			(1,441	)			(248	)			(322	)			(2,011	)
Deferred taxation			672				(673	)			342				341
Other provisions			(148	)			(471	)			(1,252	)			(1,871	)
Minority interests			(1,257	)			(109	)			(528	)			(1,894	)
Other items			(193	)			193				—				—
Adjustment for Treasury stock and Other comprehensive income excluding currency translation differences			758				504				—				—
											—
Movement in retained earnings of Shell Group companies			10,008
Movement in cumulative currency translation differences							3,548
Movement in net assets															12,294

20	Employee retirement plans and other postretirement benefits

F-31

---

Table of Contents

										Other benefits
		Pension benefits								2004												2003
		2004				2003				USA				Other				Total				USA				Other				Total
		$ million
Change in benefit obligation
Obligations for benefits based on employee service to date at January 1			46,476				39,109				2,520				512				3,032				2,068				377				2,445
Increase in present value of the obligation for benefits based on employee service during the year			1,086				991				35				16				51				37				15				52
Interest on the obligation for benefits in respect of employee service in previous years			2,529				2,333				139				28				167				141				24				165
Benefit payments made			(2,350	)			(2,034	)			(119	)			(28	)			(147	)			(95	)			(25	)			(120	)
Currency translation effects			3,461				5,333				—				40				40				—				78				78
Other components(a)			3,620				744				(66	)			43				(23	)			369				43				412
Obligations for benefits based on employee service to date at December 31			54,822				46,476				2,509				611				3,120				2,520				512				3,032
Change in plan assets
Plan assets held in trust at fair value at January 1			43,960				33,035
Actual return on plan assets			5,262				6,598
Employer contributions			1,562				1,275
Plan participants’ contributions			56				40
Benefit payments made			(2,350	)			(2,034	)
Currency translation effects			3,367				4,911
Other components(a)			17				135
Plan assets held in trust at fair value at December 31			51,874				43,960
Plan assets in excess of/(less than) the present value of obligations for benefits at December 31			(2,948	)			(2,516	)			(2,509	)			(611	)			(3,120	)			(2,520	)			(512	)			(3,032	)
Unrecognised net (gains)/losses remaining from the adoption of current method of determining pension costs			3				5
Unrecognised net (gains)/losses since adoption			9,888				7,295				727				186				913				876				149				1,025
Unrecognised prior service cost/(credit)			1,185				1,258				(34	)			2				(32	)			(82	)			—				(82	)
Net amount recognised			8,128				6,042				(1,816	)			(423	)			(2,239	)			(1,726	)			(363	)			(2,089	)

F-32

---

Table of Contents

											Other benefits
			Pension benefits								2004												2003
			2004				2003				USA				Other				Total				USA				Other				Total
			$ million
Amounts recognised in the Statement of Assets and Liabilities:
Intangible assets				353				326
Prepaid benefit costs				8,278				6,516
Accrued benefit liabilities:
	Short-term			(213	)			(182	)			(40	)			(33	)			(73	)			(51	)			(28	)			(79	)
	Long-term			(2,878	)			(2,917	)			(1,776	)			(390	)			(2,166	)			(1,675	)			(335	)			(2,010	)
				5,540				3,743				(1,816	)			(423	)			(2,239	)			(1,726	)			(363	)			(2,089	)
Amount recognised in Equity:
Accumulated other comprehensive income				2,588				2,299
Net amount recognised				8,128				6,042				(1,816	)			(423	)			(2,239	)			(1,726	)			(363	)			(2,089	)

(a)		Other components comprise mainly the effect of changes in actuarial assumptions, most notably the discount rate and in 2004 the impact of accounting for the US Medicare Act on the accumulated postretirement benefit obligation at January 1.

	Additional information on pension benefits

			2004				2003
			$ million
Obligation for pension benefits in respect of unfunded plans				2,032				2,155
Accumulated benefit obligation				48,654				41,865
For employee retirement plans with projected benefit obligation in excess of plan assets, the respective amounts are:
	Projected benefit obligation			36,246				30,291
	Plan assets			33,646				28,176
For employee retirement plans with accumulated benefit obligation in excess of plan assets, the respective amounts are:
	Accumulated benefit obligation			11,844				10,452
	Plan assets			10,734				9,356

						Other benefits
		Pension
		benefits				USA				Other				Total
		$ million
2005			2,584				132				32				164
2006			2,664				135				33				168
2007			2,738				147				33				180
2008			2,829				157				34				191
2009			2,908				165				35				200
2010 - 2014			15,759				905				178				1,083

F-33

---

Table of Contents

														Other benefits
		Pension benefits												2004												2003												2002
		2004				2003				2002				USA				Other				Total				USA				Other				Total				USA				Other				Total
		$ million
Service cost			1,086				991				899				35				16				51				37				15				52				32				7				39
Interest cost			2,529				2,333				2,001				139				28				167				141				24				165				111				21				132
Expected return on plan assets			(3,894	)			(3,547	)			(3,339	)
Other components			317				303				(100	)			41				8				49				66				4				70				76				7				83
Cost of defined benefit plans			38				80				(539	)			215				52				267				244				43				287				219				35				254
Payments to defined contribution plans			221				171				84
			259				251				(455	)			215				52				267				244				43				287				219				35				254

														Other benefits
		Pension benefits												2004								2003								2002
		2004				2003				2002				USA				Other				USA				Other				USA				Other
Assumptions used to determine benefit obligations at December 31
Discount rate			5.1%				5.6%				5.9%				5.8%				5.0%				6.0%				5.6%				6.5%				5.6%
Projected rate of remuneration growth			3.8%				3.9%				4.0%
Assumptions used to determine benefit costs for year ended December 31
Discount rate			5.6%				5.9%				6.0%				6.0%				5.6%				6.5%				5.6%				7.0%				6.0%
Expected rate of return on plan assets			7.6%				7.9%				8.0%
Projected rate of remuneration growth			3.9%				4.0%				4.0%
Healthcare cost trend rates
Healthcare cost trend rate in year after reporting year															10.0%				3.7%				10.0%				3.9%				7.8%				4.6%
Ultimate healthcare cost trend rate															5.0%				2.9%				5.0%				2.9%				5.0%				2.9%
Year ultimate healthcare cost trend rate is applicable															2012				2007				2011				2006				2010				2004

F-34

---

Table of Contents

						Percentage of
		Target				plan assets at
		allocation				December 31
		2004				2004				2003
Equity securities			72%				73%				73%
Debt securities			23%				21%				22%
Real estate			2%				2%				2%
Other			3%				4%				3%
Total			100%				100%				100%

21	Employee emoluments and numbers

(a)	Emoluments

		2004				2003				2002
		$ million
Remuneration			8,125				7,477				6,096
Social law taxes			695				660				518
Pensions and similar obligations (Note 21)			526				538				(201	)
			9,346				8,675				6,413

(b)	Average numbers

		2004				2003				2002
		thousands
Exploration & Production			17				17				17
Gas & Power			2				2				2
Oil Products			78				82				75
Chemicals			8				9				9
Corporate and Other			9				9				8
			114				119				111

(c)	Year-end numbers

		2004				2003				2002
		thousands
Exploration & Production			17				17				17
Gas & Power			2				2				2
Oil Products			76				82				80
Chemicals			8				9				9
Corporate and Other			9				9				8
			112				119				116

F-35

---

Table of Contents

		2004				2003
		$ million
At January 1			494				395
Charges			526				291
Payments			(394	)			(245	)
Other movements and currency translation effects			(29	)			53
At December 31			597				494

22	Stock-based compensation plans

F-36

---

Table of Contents

		Royal Dutch Ordinary								Shell Transport								Shell Canada common
		Shares								Ordinary Shares								shares(a)
						Weighted								Weighted								Weighted
						average								average								average
						exercise								exercise								exercise
		Number				price				Number				price				Number				price
		(thousands)				($)				(thousands)				($)				(thousands)				($)
Under option at January 1, 2003			33,381				59.86				101,447				8.26				4,777				21.71
Granted			15,643				45.13				41,893				6.74				1,674				35.65
Exercised			—				—				(192	)			6.47				(505	)			22.88
Expired			(1,003	)			64.03				(2,813	)			8.92				(73	)			26.03
Under option at December 31, 2003(b)			48,021				60.09				140,335				8.44				5,873				29.43
Granted			14,816				52.42				42,998				7.47				1,697				45.99
Exercised			(495	)			47.20				(1,341	)			7.10				(1,175	)			22.73
Expired			(1,644	)			68.14				(6,033	)			9.69				(285	)			25.85
Under option at December 31, 2004(b)			60,698				60.56				175,959				8.73				6,110				37.17

(a)		Unissued.
(b)		The underlying weighted average exercise prices for Royal Dutch and Shell Transport shares under option at December 31, 2004 were €44.42 (2003: €47.64) and £4.53 (2003: £4.73) respectively.

		Royal Dutch Ordinary Shares
		Options outstanding												Options exercisable
						Weighted
						average				Weighted								Weighted
						remaining				average								average
						contractual				exercise								exercise
Range of exercise prices		Number				life				price				Number				price
		(thousands)				(years)				($)				(thousands)				($)
$40 to $45			6,541				8.2				42.25				2,027				42.24
$45 to $50			7,096				9.1				48.65				223				45.71
$50 to $55			19,118				7.4				52.72				6,241				53.49
$55 to $60			8,354				7.6				56.30				2,353				56.21
$60 to $65			3,759				6.2				60.77				3,759				60.77
$65 to $70			773				2.3				66.70				773				66.70
$75 to $80			149				6.8				76.94				149				76.94
$80 to $85			9,503				6.3				82.92				1,959				81.34
$85 to $90			2,124				5.4				85.36				2,124				85.36
$90 to $95			79				5.2				94.11				79				94.11
$95 to $100			3,202				6.2				96.21				3,202				96.21
$40 to $100			60,698				7.3				60.56				22,889				65.95

F-37

---

Table of Contents

		Shell Transport Ordinary Shares
		Options outstanding												Options exercisable
						Weighted
						average				Weighted								Weighted
						remaining				average								average
						contractual				exercise								exercise
Range of exercise prices		Number				life				price				Number				price
		(thousands)				(years)				($)				(thousands)				($)
$7 to $8			93,250				7.8				7.36				9,847				7.00
$8 to $9			6,937				3.3				8.45				6,137				8.47
$9 to $10			11,694				4.4				9.74				11,694				9.74
$10 to $11			51,761				6.3				10.29				14,110				10.64
$11 to $12			12,317				6.0				11.80				12,317				11.80
$7 to $12			175,959				6.8				8.73				54,105				9.80

		2004				2003
		thousands
Under option at January 1			15,089				18,680
Granted			—				4,975
Exercised			(1,924	)			(707	)
Expired			(2,634	)			(7,859	)
Under option at December 31			10,531				15,089

F-38

---

Table of Contents

	Effects on Shell Group net income and Earnings per share under the fair value method

		2004								2003								2002
		Pro forma								Pro forma								Pro forma
Shell Group net income ($ million)			18,182				17,937				12,322				12,045				9,671				9,468
Basic earnings per share attributable to Royal Dutch ($)(a)			5.39				5.32				3.63				3.55				2.82				2.76
Diluted earnings per share attributable to Royal Dutch ($)(a)			5.39				5.31				3.63				3.55				2.81				2.76
Basic earnings per ADR attributable to Shell Transport ($)(a)			4.60				4.54				3.10				3.03				2.41				2.36
Diluted earnings per ADR attributable to Shell Transport ($)(a)			4.60				4.54				3.10				3.03				2.41				2.36

(a)		Based on Royal Dutch and Shell Transport Ordinary Shares/numbers before unification.

23	Decommissioning and restoration costs

		2004												2003
		Short-term				Long-term				Total				Short-term				Long-term				Total
		$ million
At January 1			89				3,955				4,044				71				3,528				3,599
Cumulative effect of change in accounting policy(a)			—				—				—				108				(102	)			6
Liabilities incurred			6				291				297				—				174				174
Liabilities settled			(77	)			(18	)			(95	)			(106	)			(37	)			(143	)
Accretion expense			—				284				284				—				49				49
Reclassifications and other movements			160				912				1,072				12				12				24
Currency translation differences			7				285				292				4				331				335
At December 31			185				5,709				5,894				89				3,955				4,044

(a)		US accounting standard FAS 143 (Asset Retirement Obligations) was effective from the beginning of 2003 (see Note 2).

F-39

---

Table of Contents

24	Information by geographical area and by industry segment(a)

(a)	Geographical area

		2004								2003								2002
		Net				Fixed				Net				Fixed				Net				Fixed
		proceeds				assets				proceeds				assets				proceeds				assets
		$ million
Europe			94,904				37,930				70,375				37,686				62,575				36,516
Other Eastern Hemisphere			49,482				36,977				37,482				33,530				32,406				28,492
USA			102,877				27,580				75,109				30,343				54,677				27,266
Other Western Hemisphere			17,927				13,834				15,396				13,038				13,795				11,869
Total Group			265,190				116,321				198,362				114,597				163,453				104,143

(a)		As a consequence of the separate reporting of income from discontinued operations (see Note 3), information for comparative periods has been reclassified where necessary:

			2004
			Total				Exploration				Gas &				Oil								Corporate
			Shell Group				& Production				Power				Products				Chemicals				and Other
			$ million
Sales
	third parties			265,190				20,643				9,604				207,006				26,877				1,060
	inter-segment							19,001				1,210				11,924				2,620				11
Net proceeds								39,644				10,814				218,930				29,497				1,071
Operating profit/(loss)
	Shell Group companies			26,254				18,386				331				7,152				1,245				(860	)
	Shell Group share of associated companies			5,653				2,438				1,384				1,749				94				(12	)
				31,907				20,824				1,715				8,901				1,339				(872	)
Interest and other income				1,730				244				768				90				1				627
Interest expense				1,213																				1,213
Currency exchange gains/(losses)				(39	)			(78	)			15				(19	)			(16	)			59
Taxation				15,137				12,033				429				2,691				394				(410	)
Income applicable to minority interests				626
Income from continuing operations				16,622				8,957				2,069				6,281				930				(989	)
Income from discontinued operations, net of tax(a)				1,560				358				86				1,256				—				(52	)
Net income				18,182				9,315				2,155				7,537				930				(1,041	)
Total assets at December 31				193,626				68,199				23,214				71,447				18,330				12,406
Total liabilities at December 31				(97,862	)			(44,602	)			(15,897	)			(44,509	)			(8,062	)			15,208
Tangible fixed assets at December 31
	Cost			193,162				115,404				8,028				53,773				14,561				1,396
	Accumulated depreciation			(104,222	)			(63,411	)			(1,107	)			(30,689	)			(8,381	)			(634	)
Goodwill at December 31				2,691				—				184				2,470				23				14
Investments in associated companies at December 31				19,743				4,762				4,312				6,206				4,139				324
Capital expenditure and new investments in associated companies				13,792				8,745				1,633				2,466				705				243
Depreciation, depletion and amortisation charge from continuing operations
	Impairment			622				7				—				580				29				6
	Other			11,530				8,132				262				2,476				515				145

F-40

---

Table of Contents

			2003
			Total				Exploration				Gas &				Oil								Corporate
			Shell Group				& Production				Power				Products				Chemicals				and Other
			$ million
Sales
	third parties			198,362				12,224				7,377				159,075				18,843				843
	inter-segment							20,244				850				3,416				1,974				29
Net proceeds								32,468				8,227				162,491				20,817				872
Operating profit/(loss)
	Shell Group companies			17,860				14,968				510				3,175				(112	)			(681	)
	Shell Group share of associated companies			3,446				1,857				871				910				(165	)			(27	)
				21,306				16,825				1,381				4,085				(277	)			(708	)
Interest and other income				1,996				88				1,366				(39	)			(29	)			610
Interest expense				1,324																				1,324
Currency exchange gains/(losses)				(231	)			(16	)			(23	)			(23	)			(14	)			(155	)
Taxation				9,352				8,307				454				1,202				(111	)			(500	)
Income applicable to minority interests				353
Income from continuing operations				12,042				8,590				2,270				2,821				(209	)			(1,077	)
Income from discontinued operations, net of tax(a)				25				78				19				39				—				(98	)
Cumulative effect of change in accounting principle, net of tax				255				255
Net income				12,322				8,923				2,289				2,860				(209	)			(1,175	)
Total assets at December 31				169,737				63,641				19,212				64,725				15,297				6,862
Total liabilities at December 31				(88,215	)			(47,866	)			(13,277	)			(42,549	)			(7,888	)			23,365
Tangible fixed assets at December 31
	Cost			181,685				105,540				6,934				53,556				14,028				1,627
	Accumulated depreciation			(94,597	)			(56,265	)			(985	)			(28,784	)			(7,851	)			(712	)
Goodwill at December 31				2,675				—				184				2,455				23				13
Investments in associated companies at December 31				19,371				4,108				4,924				5,965				4,017				357
Capital expenditure and new investments in associated companies				13,235				8,278				1,511				2,405				599				442
Depreciation, depletion and amortisation charge from continuing operations
	Impairment			1,288				679				—				262				220				127
	Other			10,203				7,048				116				2,455				458				126

(a)		$88 million of income applicable to minority interests is deducted in arriving at income from discontinued operations for the Shell Group in 2004 (2003: $13 million).

F-41

---

Table of Contents

			2002
			Total				Exploration				Gas &				Oil								Corporate
			Shell Group				& Production				Power				Products				Chemicals				and Other
			$ million
Sales
	third parties			163,453				11,640				4,254				132,681				14,125				753
	inter-segment							14,680				620				3,080				1,082				17
Net proceeds								26,320				4,874				135,761				15,207				770
Operating profit/(loss)
	Shell Group companies			15,056				11,976				89				3,009				438				(456	)
	Shell Group share of associated companies			2,792				1,316				729				554				213				(20	)
				17,848				13,292				818				3,563				651				(476	)
Interest and other income				782				98				118				10				3				553
Interest expense				1,291																				1,291
Currency exchange gains/(losses)				(25	)			(25	)			6				(67	)			(16	)			77
Taxation				7,655				6,724				195				1,021				73				(358	)
Income applicable to minority interests				175
Income from continuing operations				9,484				6,641				747				2,485				565				(779	)
Income from discontinued operations, net of tax				187				85				27				142				—				(67	)
Net income				9,671				6,726				774				2,627				565				(846	)
Total assets at December 31				153,291				56,988				16,057				60,549				14,172				5,525
Total liabilities at December 31 (a)				(83,672	)			(45,191	)			(12,223	)			(41,826	)			(7,903	)			23,471
Tangible fixed assets at December 31
	Cost			157,499				93,333				2,843				47,689				12,010				1,624
	Accumulated depreciation			(79,136	)			(47,076	)			(763	)			(23,926	)			(6,711	)			(660	)
Goodwill at December 31				2,324				—				184				1,989				22				129
Investments in associated companies at December 31				17,945				3,591				4,679				5,344				4,154				177
Capital expenditure, acquisitions and new investments in associated companies				23,651				13,154				953				7,968				998				578
Depreciation, depletion and amortisation charge from continuing operations
	Impairment			188				33				4				102				29				20
	Other			8,340				5,603				112				2,160				372				93

(a)		Deferred taxation as at December 31, 2002 is included on a net liability basis, rather than as separate deferred taxation assets and liabilities as in 2004 and 2003.

F-42

---

Table of Contents

25	Oil and gas exploration and production activities

	(a)     Capitalised costs

		2004				2003				2002
		$ million
Cost
Proved properties			104,479	(a)			94,069	(a)			83,964
Unproved properties			4,281				5,400				4,768
Support equipment and facilities			3,266				3,128				2,352
			112,026				102,597				91,084
Depreciation
Proved properties			60,101	(a)			53,867	(a)			45,525
Unproved properties			1,437				824				325
Support equipment and facilities			1,582				1,443				1,224
			63,120				56,134				47,074
Net capitalised costs			48,906				46,463				44,010
Oil sands: net capitalised costs			3,087				2,811				2,246

(a)		Includes capitalised asset retirement costs.

	(b)     Costs incurred

			2004
																			Western
			Eastern Hemisphere																Hemisphere
															Middle East,
											Asia				Russia,
			Europe				Africa				Pacific				CIS(a)				USA				Other				Total
			$ million
Acquisition of properties
	Proved			—				—				—				192				17				(1	)			208
	Unproved			(3	)			46				(3	)			7				19				44				110
Exploration				152				196				141				127				418				214				1,248
Development(b)
	Excluding oil sands			2,404				1,831				363				2,645				867				362				8,472
	Oil sands																							132				132

F-43

---

Table of Contents

			2003
																			Western
			Eastern Hemisphere																Hemisphere
															Middle East,
											Asia				Russia,
			Europe				Africa				Pacific				CIS(a)				USA				Other				Total
			$ million
Acquisition of properties
	Proved			6				8				177				194				—				—				385
	Unproved			—				209				3				273				17				8				510
Exploration				187				163				139				273				342				155				1,259
Development(b)
	Excluding oil sands			2,776				1,660				311				1,251				1,599				588				8,185
	Oil sands																							88				88

			2002
																			Western
			Eastern Hemisphere																Hemisphere
															Middle East,
											Asia				Russia,
			Europe				Africa				Pacific				CIS				USA				Other				Total
			$ million
Acquisition of properties
	Proved			3,776				—				—				122				565				801				5,264
	Unproved			1,693				53				—				3				368				412				2,529
Exploration				217				279				115				170				328				182				1,291
Development
	Excluding oil sands			1,605				1,370				442				685				1,465				407				5,974
	Oil sands																							931				931

(a)		These amounts do not include Sakhalin II project costs in 2004 of $869 million (2003: $384 million) reported in the Gas & Power segment.
(b)		Includes capitalised asset retirement costs.

F-44

---

Table of Contents

	(c)     Earnings

			2004
																			Western
			Eastern Hemisphere																Hemisphere
															Middle East,
											Asia				Russia,
			Europe				Africa				Pacific				CIS				USA				Other				Total
			$ million
Sales:
	Third parties			5,856				137				1,045				1,806				2,092				1,277				12,213
	Intra-group			7,223				5,616				1,517				4,616				4,755				1,187				24,914
Net proceeds				13,079				5,753				2,562				6,422				6,847				2,464				37,127
Production costs(a)				1,895				1,548				537				1,687				779				518				6,964
Exploration expense				201				157				139				101				364				209				1,171
Depreciation, depletion and amortisation				3,764				700				566				799				1,622				811				8,262
Other income/(costs)				(1,308	)			(353	)			280				(517	)			(340	)			(334	)			(2,572	)
Earnings before taxation				5,911				2,995				1,600				3,318				3,742				592				18,158
Taxation				3,559				2,448				350				2,795				1,298				186				10,636
Earnings from continuing operations				2,352				547				1,250				523				2,444				406				7,522
Earnings from discontinued operations, net of tax				—				144				109				105				—				—				358
Earnings from operations				2,352				691				1,359				628				2,444				406				7,880
Earnings from oil sands																								290				290

F-45

---

Table of Contents

			2003
																			Western
			Eastern Hemisphere																Hemisphere
															Middle East,
											Asia				Russia,
			Europe				Africa				Pacific				CIS				USA				Other				Total
			$ million
Sales:
	Third parties			5,386				129				808				1,640				1,903				1,115				10,981
	Intra-group			5,873				3,888				1,179				3,713				4,480				713				19,846
Net proceeds				11,259				4,017				1,987				5,353				6,383				1,828				30,827
Production costs(a)				1,886				1,087				419				1,408				603				366				5,769
Exploration expense				229				235				112				121				275				144				1,116
Depreciation, depletion and amortisation				3,723				462				539				585				1,667				681				7,657
Other income/(costs)				(512	)			(187	)			238				(443	)			30				(240	)			(1,114	)
Earnings before taxation				4,909				2,046				1,155				2,796				3,868				397				15,171
Taxation				1,686				1,437				217				2,239				1,497				204				7,280
Earnings from continuing operations				3,223				609				938				557				2,371				193				7,891
Earnings from discontinued operations, net of tax				—				(16	)			68				26				—				—				78
Earnings from operations				3,223				593				1,006				583				2,371				193				7,969
Earnings from oil sands																								(101	)			(101	)

			2002
																			Western
			Eastern Hemisphere																Hemisphere
															Middle East,
											Asia				Russia,
			Europe				Africa				Pacific				CIS				USA				Other				Total
			$ million
Sales:
	Third parties			5,472				73				763				1,772				1,997				892				10,969
	Intra-group			4,572				2,538				1,186				3,087				2,863				433				14,679
Net proceeds				10,044				2,611				1,949				4,859				4,860				1,325				25,648
Production costs(a)				1,826				754				420				1,275				589				298				5,162
Exploration expense				177				204				58				81				249				208				977
Depreciation, depletion and amortisation				2,469				458				572				777				1,461				265				6,002
Other income/(costs)				(428	)			(97	)			160				(654	)			(221	)			(219	)			(1,459	)
Earnings before taxation				5,144				1,098				1,059				2,072				2,340				335				12,048
Taxation				2,340				789				294				1,638				791				93				5,945
Earnings from continuing operations				2,804				309				765				434				1,549				242				6,103
Earnings from discontinued operations, net of tax				—				(15	)			70				30				—				—				85
Earnings from operations				2,804				294				835				464				1,549				242				6,188
Earnings from oil sands																								(3	)			(3	)

(a)		Includes certain royalties paid in cash amounting to $2,019 million in 2004 (2003: $1,700 million; 2002: $1,449 million).

F-46

---

Table of Contents

26	Auditors’ remuneration

Remuneration of KPMG and PricewaterhouseCoopers		2004				2003				2002
		$ million
Audit fees			42				32				27
Audit-related fees(a)			13				11				17
Tax fees(b)			9				7				6
Fees for all other non-audit services			6				6				12

(a)		Fees for audit-related services such as employee benefit plan audits, due diligence assistance, assurance of non-financial data, operational audits, training services and special investigations.
(b)		Fees for tax compliance, tax advice and tax planning services.

27	Contingencies and litigation

		$ billion
In respect of debt			1.7
In respect of customs duties			0.5
Other			0.7
			2.9

	•	While the majority of the cases have been consolidated for pre-trial proceedings in the U.S. District Court for the Southern District of New York, there are many cases pending in other jurisdictions throughout the U.S. Most of the cases are at a preliminary stage. In many matters, little discovery has been taken and the

F-47

---

Table of Contents

		courts have yet to rule upon motions on substantive legal issues. Consequently, management of the Shell Group does not have sufficient information to assess the facts underlying the plaintiffs’ claims; the nature and extent of damages claimed, if any; the reasonableness of any specific claim for money damages; the allocation of potential responsibility among defendants; or the law that may be applicable. Additionally, given the pendency of cases in varying jurisdictions, there may be inconsistencies in the determinations made in these matters.
	•	There are significant unresolved legal questions relating to claims asserted in this litigation. For example, it has not been established whether the use of oxygenates mandated by the 1990 amendments to the Clean Air Act can give rise to a products liability based claim. While some trial courts have held that it cannot, other courts have left the question open or declined to dismiss claims brought on a products liability theory. Other examples of unresolved legal questions relate to the applicability of federal preemption, whether a plaintiff may recover damages for alleged levels of contamination significantly below state environmental standards, and whether a plaintiff may recover for an alleged threat to groundwater before detection of contamination.
	•	There are also significant unresolved legal questions relating to whether punitive damages are available for products liability claims or, if available, the manner in which they might be determined. For example, some courts have held that for certain types of product liability claims, punitive damages are not available. It is not known whether that rule of law would be applied in some or all of the pending oxygenate additive cases. Where specific claims for damages have been made, punitive damages represent in most cases a majority of the total amounts claimed.
	•	There are significant issues relating to the allocation of any liability among the defendants. Virtually all of the oxygenate additives cases involve multiple defendants including most of the major participants in the retail gasoline marketing business in the regions involved in the pending cases. The basis on which any potential liability may be apportioned among the defendants in any particular pending case cannot yet be determined.

F-48

---

Table of Contents

F-49

---

Table of Contents

F-50

---

Table of Contents

		2004								2003
		Contract/								Contract/
		notional				Estimated				notional				Estimated
		amount				fair value				amount				fair value
		$ million
Interest rate swaps/forward rate agreements			4,307				70				4,322				121
Forward exchange contracts and currency swaps/options			18,830				53				18,874				165
Commodity swaps, options and futures			101,021				81				65,800				61
			124,158				204				88,996				347

F-51

---

Table of Contents

F-52

---

Table of Contents

		2004																												2003																												2002
																		Western																												Western																												Western
		Eastern Hemisphere																Hemisphere												Eastern Hemisphere																Hemisphere												Eastern Hemisphere																Hemisphere
														Middle																												Middle																												Middle
														East				Americas																								East,																												East,
										Asia				Russia,																								Asia				Russia,																								Asia				Russia,
		Europe				Africa(b)				Pacific(c)				CIS(d)				USA				Other				Total				Europe				Africa(b)				Pacific(c)				CIS(d)				USA				Other				Total				Europe				Africa(b)				Pacific(c)				CIS(d)				USA				Other				Total
		million barrels(a)																												million barrels																												million barrels
Shell Group companies
At January 1			1,199				1,379				303				1,202				547				379				5,009				1,377				1,449				323				1,446				717				470				5,782				1,013				1,308				426				1,677				672				504				5,600
Revisions and reclassifications			(27	)			(46	)			13				80				(2	)			(197	)			(179	)			88				(102	)			21				(204	)			(54	)			(57	)			(308	)			99				89				(27	)			(26	)			77				(42	)			170
Improved recovery			6				2				—				4				—				—				12				5				(6	)			16				10				8				1				34				13				—				6				47				51				—				117
Extensions and discoveries			5				13				10				68				12				2				110				12				171				—				128				9				2				322				—				173				6				—				33				—				212
Purchases of minerals in place			—				—				—				—				—				—				—				1				—				—				3				—				—				4				507				—				—				—				7				41				555
Sales of minerals in place			(2	)			(57	)			(35	)			—				—				—				(94	)			(39	)			—				—				—				(23	)			—				(62	)			(1	)			(19	)			(19	)			(62	)			(3	)			—				(104	)
Production			(212	)			(146	)			(46	)			(172	)			(99	)			(38	)			(713	)			(245	)			(133	)			(57	)			(181	)			(110	)			(37	)			(763	)			(254	)			(102	)			(69	)			(190	)			(120	)			(33	)			(768	)
Transfers to associated companies			—				—				—				(384	)			—				—				(384	)			—				—				—				—				—				—				—				—				—				—				—				—				—				—
At December 31			969				1,145				245				798				458				146				3,761				1,199				1,379				303				1,202				547				379				5,009				1,377				1,449				323				1,446				717				470				5,782
Shell Group share of associated companies
At January 1			2				—				304				86				413				—				805				2				—				325				118				413				—				858				1				—				307				—				356				—				664
Revisions and reclassifications			—				—				(22	)			(13	)			18				—				(17	)			—				—				1				—				41				—				42				1				—				55				—				65				—				121
Improved recovery			—				—				38				—				—				—				38				—				—				13				—				—				—				13				—				—				4				—				—				—				4
Extensions and discoveries			—				—				—				—				—				—				—				—				—				11				86				—				—				97				—				—				9				—				33				—				42
Purchases of minerals in place			—				—				—				—				—				—				—				—				—				—				—				—				—				—				—				—				—				121				—				—				121
Sales of minerals in place			—				—				(1	)			—				—				—				(1	)			—				—				—				(117	)			—				—				(117	)			—				—				—				(1	)			—				—				(1	)
Production			—				—				(43	)			—				(39	)			—				(82	)			—				—				(46	)			(1	)			(41	)			—				(88	)			—				—				(50	)			(2	)			(41	)			—				(93	)
Transfers from Shell Group companies			—				—				—				384				—				—				384				—				—				—				—				—				—				—				—				—				—				—				—				—				—
At December 31			2				—				276				457				392				—				1,127				2				—				304				86				413				—				805				2				—				325				118				413				—				858
Minority Interests’ share of proved reserves of Shell Group companies
At December 31			—				23				1				109				—				14				147				—				24				1				137				—				54				216				—				23				1				126				—				61				211
		million barrels																												million barrels																												million barrels
Oil sands(e)
Shell Group companies
At January 1																							572				572																								517				517																								594				594
Revisions and reclassifications																							72				72																								10				10																								(77	)			(77	)
Extensions and discoveries																							—				—																								60				60																								—				—
Production																							(29	)			(29	)																							(15	)			(15	)																							—				—
At December 31																							615				615																								572				572																								517				517
Minority Interests’ share of oil sands
At December 31																							135				135																								126				126																								115				115
Proved developed reserves
Shell Group companies
At January 1			962				777				184				864				291				191				3,269				1,063				674				194				1,023				371				191				3,516				750				662				245				1,089				429				212				3,387
At December 31 (f)			755				617				134				475				242				115				2,338				962				777				184				864				291				191				3,269				1,063				674				194				1,023				371				191				3,516
Shell Group share of associated companies
At January 1			1				—				224				1				364				—				590				1				—				206				15				365				—				587				1				—				208				—				330				—				539
At December 31 (f)			1				—				187				360				349				—				897				1				—				224				1				364				—				590				1				—				206				15				365				—				587

(a)		These quantities have not been adjusted to standard heat content.
(b)		Excludes Egypt.
(c)		Excludes Sakhalin.
(d)		Middle East and Former Soviet Union/Commonwealth of Independent States. Includes Caspian region, Egypt and Sakhalin.
(e)		Petroleum reserves from operations that do not qualify as oil and gas producing activities, such as our Athabasca Oil Sands Project, are not included in oil and gas reserves and are not considered in the standardised measure of discounted future cash flows for oil and gas reserves, which is found on page F-55. The petroleum reserves for the Athabasca Oil Sands Project are presented in this report net of royalty volumes.
(f)		After accounting for a transfer of proved developed reserves from Shell Group to associated companies of 360 million barrels at the end of 2004.

F-53

---

Table of Contents

		2004																												2003																												2002
																		Western																												Western																												Western
		Eastern Hemisphere																Hemisphere												Eastern Hemisphere																Hemisphere												Eastern Hemisphere																Hemisphere
														Middle																												Middle																												Middle
														East				Americas																								East,																												East,
										Asia				Russia,																								Asia				Russia,																								Asia				Russia,
		Europe				Africa(b)				Pacific(c)				CIS(d)				USA				Other				Total				Europe				Africa(b)				Pacific(c)				CIS(d)				USA				Other				Total				Europe				Africa(b)				Pacific(c)				CIS(d)				USA				Other				Total
		thousand million standard cubic feet(a)
Shell Group companies
At January 1			19,876				2,743				7,352				3,628				3,143				1,628				38,370				21,284				1,692				7,862				1,118				3,842				1,959				37,757				22,022				1,780				9,031				1,777				3,663				2,257				40,530
Revisions and reclassifications			(270	)			(74	)			125				138				(100	)			(45	)			(226	)			(435	)			(688	)			8				(22	)			(70	)			(181	)			(1,388	)			(110	)			1				(680	)			(282	)			162				(123	)			(1,032	)
Improved recovery			9				—				—				—				—				4				13				4				506				17				—				10				30				567				6				—				150				—				20				—				176
Extensions and discoveries			217				—				171				2,128				257				192				2,965				459				1,361				6				2,790				305				34				4,955				29				—				126				—				410				9				574
Purchases of minerals in place			—				—				—				—				9				—				9				6				—				—				—				—				—				6				673				—				—				—				208				12				893
Sales of minerals in place			(48	)			—				(310	)			(258	)			—				(37	)			(653	)			(139	)			—				—				—				(389	)			(17	)			(545	)			(5	)			—				(212	)			—				(10	)			—				(227	)
Production			(1,345	)			(137	)			(535	)			(253	)			(486	)			(197	)			(2,953	)			(1,303	)			(128	)			(541	)			(258	)			(555	)			(197	)			(2,982	)			(1,331	)			(89	)			(553	)			(377	)			(611	)			(196	)			(3,157	)
At December 31			18,439				2,532				6,803				5,383				2,823				1,545				37,525				19,876				2,743				7,352				3,628				3,143				1,628				38,370				21,284				1,692				7,862				1,118				3,842				1,959				37,757
Shell Group share of associated companies
At January 1			39				—				3,122				—				27				—				3,188				44				—				3,243				—				21				—				3,308				48				—				2,943				—				15				—				3,006
Revisions and reclassifications			—				—				120				—				(8	)			—				112				—				—				106				—				9				—				115				1				—				434				—				7				—				442
Improved recovery			—				—				45				—				—				—				45				1				—				11				—				—				—				12				—				—				8				—				—				—				8
Extensions and discoveries			5				—				1				—				—				—				6				1				—				—				—				—				—				1				3				—				80				—				1				—				84
Purchases of minerals in place			—				—				—				—				—				—				—				—				—				—				—				—				—				—				—				—				—				—				—				—				—
Sales of minerals in place			—				—				(55	)			—				—				—				(55	)			—				—				—				—				—				—				—				—				—				—				—				—				—				—
Production			(7	)			—				(246	)			—				(2	)			—				(255	)			(7	)			—				(238	)			—				(3	)			—				(248	)			(8	)			—				(222	)			—				(2	)			—				(232	)
At December 31			37				—				2,987				—				17				—				3,041				39				—				3,122				—				27				—				3,188				44				—				3,243				—				21				—				3,308
Minority Interests’ share of proved reserves of Shell Group companies
At December 31			209				—				56				2,231				—				274				2,770				—				—				63				1,285				—				300				1,648				—				—				61				59				—				342				462
Proved developed reserves
Shell Group companies
At January 1			11,477				886				3,128				446				1,754				1,297				18,988				11,472				735				3,405				574				2,311				1,464				19,961				11,880				668				3,635				1,097				2,363				1,754				21,397
At December 31			12,961				919				2,702				166				1,875				1,080				19,703				11,477				886				3,128				446				1,754				1,297				18,988				11,472				735				3,405				574				2,311				1,464				19,961
Shell Group share of associated companies
At January 1			34				—				1,825				—				22				—				1,881				38				—				1,776				—				17				—				1,831				41				—				1,759				—				11				—				1,811
At December 31			28				—				1,606				—				15				—				1,649				34				—				1,825				—				22				—				1,881				38				—				1,776				—				17				—				1,831

(a)		These quantities have not been adjusted to standard heat content.
(b)		Excludes Egypt.
(c)		Excludes Sakhalin.
(d)		Middle East and Former Soviet Union/Commonwealth of Independent States. Includes Caspian region, Egypt and Sakhalin.

F-54

---

Table of Contents

		2004																												2003																												2002
																		Western																												Western																												Western
		Eastern Hemisphere																Hemisphere												Eastern Hemisphere																Hemisphere												Eastern Hemisphere																Hemisphere
														Middle																												Middle																												Middle
														East,																												East,																												East,
										Asia				Russia,																								Asia				Russia,																								Asia				Russia,
		Europe				Africa(b)				Pacific(c)				CIS(d)				USA				Other				Total				Europe				Africa(b)				Pacific(c)				CIS(d)				USA				Other				Total				Europe				Africa(b)				Pacific(c)				CIS(d)				USA				Other				Total
		$ million
Shell Group companies
Future cash inflows			107,956				47,326				26,461				51,565				33,525				12,578				279,411				108,836				36,965				21,695				42,627				31,203				14,710				256,036				98,126				36,427				22,243				36,513				32,541				16,280				242,130
Future production costs			29,641				13,354				4,882				10,020				5,354				3,600				66,851				20,241				6,347				4,365				7,579				4,949				4,156				47,637				18,721				5,034				3,563				5,174				4,841				3,673				41,006
Future development costs			11,778				4,928				3,669				10,216				1,841				834				33,266				6,541				4,661				2,528				9,679				3,085				1,315				27,809				4,783				4,670				2,397				2,844				3,201				1,532				19,427
Future tax expenses			34,635				16,831				6,147				14,031				9,860				2,074				83,578				39,605				16,396				4,076				15,309				8,467				2,469				86,322				32,125				18,690				4,538				17,443				9,103				3,447				85,346
Future net cash flows			31,902				12,213				11,763				17,298				16,470				6,070				95,716				42,449				9,561				10,726				10,060				14,702				6,770				94,268				42,497				8,033				11,745				11,052				15,396				7,628				96,351
Effect of discounting cash flows at 10%			14,925				4,037				5,270				11,375				5,803				2,007				43,417				21,126				4,210				4,590				8,491				5,170				2,509				46,096				19,511				3,601				5,343				4,166				5,427				3,143				41,191
Standardised measure of discounted future net cash flows			16,977				8,176				6,493				5,923				10,667				4,063				52,299				21,323				5,351				6,136				1,569				9,532				4,261				48,172				22,986				4,432				6,402				6,886				9,969				4,485				55,160
Shell Group share of associated companies																											5,527																												5,501																												5,600
Minority interests			285				180				36				1,078				—				548				2,128				–				136				30				(1,186	)			—				547				(473	)			—				123				22				753				—				468				1,366

		2004				2003				2002
		$ million
At January 1			48,172				55,160				37,910
Net changes in prices and production costs			23,524				12,178				34,592
Extensions, discoveries and improved recovery			6,223				9,255				5,177
Purchases and sales of minerals in place			(564	)			(2,558	)			7,319
Revisions of previous reserve estimates			(385	)			(4,103	)			375
Development cost related to future production			(6,829	)			(14,291	)			(6,168	)
Sales and transfers of oil and gas, net of production costs(e)			(27,530	)			(24,892	)			(20,387	)
Development cost incurred during the year			9,386				8,205				6,503
Accretion of discount			7,947				9,051				6,053
Net change in income tax			(7,645	)			167				(16,214	)
At December 31			52,299				48,172				55,160

(a)		The weighted average year-end spot oil price in 2004 was $37.61/bbl ($26.52/bbl in 2003, $24.49/bbl in 2002) and the weighted average year-end spot gas price in 2004 was $21.27/boe ($18.03/boe in 2003, $15.75/boe in 2002).
(b)		Excludes Egypt.
(c)		Excludes Sakhalin.
(d)		Middle East and Former Soviet Union / Commonwealth of Independent States. Includes Caspian region, Egypt and Sakhalin.
(e)		Includes a transfer of proved developed reserves from Shell Group to associated companies of 360 million barrels in 2004 ($260 million).

F-55

---

Table of Contents

F-56

---

Table of Contents

	Debt securities held for trading purposes

	Debt securities held for purposes other than trading

																							2010
			2005				2006				2007				2008				2009				and after				Total
			$ million
2004
Fixed rate US dollar debt securities				1,090				29				100				105				162				95				1,581
	average Interest rate			2.5	%			7.1	%			7.2	%			5.7	%			5.5	%			6.5	%
Variable rate US dollar debt securities				1				—				—				—				—				—				1
	average Interest rate			1.4	%			—				—				—				—				—
Fixed rate euro debt securities				255				47				45				—				17				119				483
	average Interest rate			2.2	%			5.9	%			5.5	%			—				4.0	%			4.8	%
Fixed rate UK pound debt securities				5				—				—				6				—				17				28
	average Interest rate			8.5	%			—				—				5.0	%			—				7.5	%
Variable rate UK pound debt securities				24				—				—				—				—				—				24
	average Interest rate			4.8	%			—				—				—				—				—
Fixed rate Canadian dollar debt securities				106				—				—				—				—				10				116
	average Interest rate			2.5	%			—				—				—				—				8.1	%
Other fixed rate debt securities				1				—				—				—				—				14				15
	average Interest rate			4.9	%			—				—				—				—				5.8	%
Other variable rate debt securities				37				—				—				—				—				—				37
	average Interest rate			4.6	%			—				—				—				—				—
Total				1,519				76				145				111				179				255				2,285

F-57

---

Table of Contents

																							2009
			2004				2005				2006				2007				2008				and after				Total
			$ million
2003
Fixed rate US dollar debt securities				9				54				23				230				75				131				522
	average Interest rate			0.7	%			5.8	%			7.1	%			5.6	%			3.3	%			6.2	%
Variable rate US dollar debt securities				9				—				—				—				—				—				9
	Average Interest rate			1.4	%			—				—				—				—				—
Fixed rate euro debt securities				5				—				48				42				—				109				204
	average Interest rate			1.9	%			—				6.1	%			5.3	%			—				5.7	%
Fixed rate UK pound debt securities				—				8				—				—				10				5				23
	average Interest rate			—				8.5	%			—				—				5.7	%			7.0	%
Fixed rate Canadian dollar debt securities				39				—				—				—				—				8				47
	average Interest rate			2.7	%			—				—				—				—				9.6	%
Fixed rate Swedish krone debt securities				—				—				—				—				—				6				6
	average Interest rate			—				—				—				—				—				6.8	%
Fixed rate Danish krone debt securities				—				—				—				—				—				7				7
	average Interest rate			—				—				—				—				—				5.0	%
Other fixed rate debt securities				2				—				—				—				—				—				2
	average Interest rate			9.0	%			—				—				—				—				—
Other variable rate debt securities				48				—				—				—				—				—				48
	average Interest rate			5.6	%			—				—				—				—				—
Total				112				62				71				272				85				266				868

	Equity securities held for purposes other than trading

F-58

---

Table of Contents

	Debt

																							2010
			2005				2006				2007				2008				2009				and after				Total
			$ million
2004
Fixed rate US dollar debt				4,200				676				1,115				85				91				2,073				8,240
	average interest rate			2.9	%			3.7	%			5.2	%			8.1	%			8.2	%			8.3	%
Variable rate US dollar debt				339				260				19				9				9				309				945
	average interest rate			7.5	%			1.8	%			3.6	%			3.6	%			3.7	%			5.8	%
Fixed rate European debt				294				723				1,322				419				1				2				2,761
	average interest rate			2.6	%			4.2	%			3.4	%			3.3	%			4.2	%			4.5	%
Variable rate European debt				20				1				1				1				—				—				23
	average interest rate			5.4	%			2.9	%			3.0	%			3.0	%			5.0	%			5.0	%
Other fixed rate debt				201				14				17				16				16				559				823
	average interest rate			3.6	%			6.6	%			5.6	%			6.9	%			6.9	%			7.3	%
Other variable rate debt				655				210				—				—				—				—				865
	average interest rate			7.3	%			2.8	%			—				—				—				—
Total				5,709				1,884				2,474				530				117				2,943				13,657

																							2009
			2004				2005				2006				2007				2008				and after				Total
			$ million
2003
Fixed rate US dollar debt				5,766				804				613				1,073				152				2,709				11,117
	average interest rate			1.2	%			4.8	%			3.2	%			5.0	%			5.5	%			7.9	%
Variable rate US dollar debt				1,654				144				169				17				9				316				2,309
	average interest rate			3.9	%			2.2	%			2.1	%			3.3	%			4.2	%			6.1	%
Fixed rate European debt				733				4				666				946				377				4				2,730
	average interest rate			8.6	%			3.6	%			4.2	%			3.3	%			3.5	%			3.7	%
Variable rate European debt				1,173				2				3				3				1				—				1,182
	average interest rate			2.3	%			4.3	%			4.1	%			4.1	%			4.6	%			5.3	%
Other fixed rate debt				203				3				33				1				—				180				420
	average interest rate			5.0	%			4.2	%			10.5	%			5.5	%			5.5	%			7.5	%
Other variable rate debt				931				255				42				27				22				17				1,294
	average interest rate			6.8	%			5.3	%			4.0	%			4.8	%			4.8	%			4.8	%
Total				10,460				1,212				1,526				2,067				561				3,226				19,052

F-59

---

Table of Contents

	Interest rate swaps/forward rate agreements

																		2009				Total contract/				Estimated
		2005				2006				2007				2008				and after				notional amount				fair value
		$ million
2004
US dollar
Fixed to Variable: contract/notional amount			801				600				1,000				300				—				2,701				72
average pay rate			1.7	%			1.3	%			1.4	%			1.4	%			—
average receive rate			5.1	%			3.1	%			5.0				3.3	%			—
Variable to Fixed: contract/notional amount			264				—				122				88				—				474				(17	)
average pay rate			2.8	%			—				7.2	%			6.2	%			—
average receive rate			3.3	%			—				4.4	%			7.3	%			—
UK pound
Fixed to Variable: contract/notional amount			—				723				—				—				—				723				8
average pay rate			—				4.5	%			—				—				—
average receive rate			—				4.3	%			—				—				—
Euro
Fixed to Variable: contract/notional amount			—				—				—				409				—				409				7
average pay rate			—				—				—				2.0	%			—
average receive rate			—				—				—				3.3	%			—
Total			1,065				1,323				1,122				797				—				4,307				70

F-60

---

Table of Contents

																		2008				Total contract/				Estimated
		2004				2005				2006				2007				and after				notional amount				fair value
		$ million
2003
US dollar
Fixed to Variable: contract/notional amount			—				1,801				600				—				400				2,801				140
average pay rate			—				1.3	%			1.1	%			—				0.9%
average receive rate			—				5.0	%			3.1	%			—				3.2%
Variable to Fixed: contract/notional amount			—				264				—				122				88				474				(25	)
average pay rate			—				2.8	%			—				7.2	%			6.8%
average receive rate			—				3.2	%			—				4.2	%			7.3%
UK pound
Fixed to Variable: contract/notional amount			—				—				669				—				—				669				11
average pay rate			—				—				3.6	%			—				—
average receive rate			—				—				4.3	%			—				—
Euro
Fixed to Variable: contract/notional amount			—				—				—				—				378				378				(5	)
average pay rate			—				—				—				—				2.1%
average receive rate			—				—				—				—				3.3%
Total			—				2,065				1,269				122				866				4,322				121

F-61

---

Table of Contents

	Foreign exchange contracts

		Average contractual				Contract/notional				Estimated
		exchange rate				amount				fair value
						$ million
2004 (all contracts mature in 2005)
Buy euro/sell US dollar			1.34				3,919				81
Buy US dollar/sell euro			0.74				2,124				(19	)
Buy euro/sell UK pound			0.70				1,836				35
Buy UK pound/sell US dollar			1.89				1,376				25
Buy US dollar/sell Australian dollar			1.30				1,024				(9	)
Buy US dollar/sell Norwegian krone			6.26				741				(27	)
Buy Singapore dollar/sell US dollar			0.61				401				2
Buy New Zealand dollar/sell US dollar			0.71				335				2
Buy Canadian dollar/sell US dollar			0.79				208				11
Buy Norwegian krone/sell US dollar			0.16				202				1
Buy US dollar/sell Philippine peso			56.19				172				—
Buy US dollar/sell Swedish krone			6.61				141				—
Buy euro/sell Polish zloty			4.10				134				—
Buy US dollar/sell Hong Kong dollar			7.77				131				—
Other contracts							1,176				(7	)
Total							13,920				95

		Average contractual				Contract/notional				Estimated
		exchange rate				amount				fair value
						$ million
2003 (all contracts mature in 2004)
Buy US dollar/sell UK pound			0.59				2,255				(118	)
Buy US dollar/sell euro			0.80				1,897				(26	)
Buy euro/sell US dollar			1.18				2,742				177
Buy UK pound/sell US dollar			1.73				1,017				3
Buy euro/sell UK pound			0.69				824				24
Buy US dollar/sell Australian dollar			1.36				422				(7	)
Buy Swiss franc/sell US dollar			0.77				431				24
Buy US dollar/sell Norwegian krone			6.67				672				(18	)
Buy Singapore dollar/sell US dollar			0.58				381				2
Buy US dollar/sell Danish krone			5.88				239				(3	)
Buy US dollar/sell Swedish krone			7.14				429				(3	)
Buy Swedish krona/sell US dollar			0.14				217				1
Buy euro/sell Norwegian krone			8.33				127				5
Buy US dollar/sell Philippine peso			55.87				118				—
Other contracts							1,074				25
Total							12,845				86

F-62

---

Table of Contents

	Currency swaps/options

		Average
		contractual																								2010				Total contract/				Estimated
		exchange rate				2005				2006				2007				2008				2009				and after				notional amount				fair value
						$ million
2004
Buy UK pound/sell euro			1.54				—				—				924				410				—				—				1,334				139
Buy US dollar/sell Canadian dollar			1.40				867				606				441				296				132				—				2,342				(175	)
Buy Canadian dollar/sell US dollar			0.69				283				85				59				33				3				—				463				35
Buy US dollar/sell Brazilian real			2.85				101				5				89				61				—				—				256				(60	)
Buy UK pound/sell US dollar			1.74				37				31				24				18				14				213				337				26
Buy US dollar/sell Thai baht			39.94				142				—				—				—				—				—				142				(3	)
Other contracts			—				36				—				—				—				—				—				36				(4	)
Total							1,466				727				1,537				818				149				213				4,910				(42	)

		Average
		contractual																								2009				Total contract/				Estimated
		exchange rate				2004				2005				2006				2007				2008				and after				notional amount				fair value
						$ million
2003
Buy UK pound/sell euro			1.54				338				—				—				855				378				—				1,571				173
Buy US dollar/sell Canadian dollar			1.31				1,136				640				358				209				96				—				2,439				(126	)
Buy US dollar/sell euro			1.09				461				—				—				—				—				—				461				171
Buy Australian dollar/sell US dollar			1.67				472				—				—				—				—				—				472				(130	)
Buy Canadian dollar/sell US dollar			0.67				324				91				56				46				17				—				534				34
Buy US dollar/sell Brazilian real			2.82				121				47				—				71				—				15				254				(39	)
Buy UK pound/sell US dollar			1.74				14				18				5				—				—				144				181				1
Other contracts							98				18				1				—				—				—				117				(5	)
Total							2,964				814				420				1,181				491				159				6,029				79

F-63

---

Table of Contents

	Commodity derivatives

	Commodity swaps held for trading purposes

																							2010 and				Total contract/				Estimated
			2005				2006				2007				2008				2009				after				notional amount				fair value
			$ million
2004
Crude oil swaps
(a)  Variable price to variable price contracts:
	contract/notional amount ($ millions)			1,776				30				—				—				—				—				1,806				(8	)
	Volume (million barrels “m bbl”)			42				1				—				—				—				—
	average pay			42.3				41.6				—				—				—				—
	average receive			42.1				41.5				—				—				—				—
(b) Buy fixed price/sell variable price contracts:
	contract/notional amount ($ millions)			1,843				397				49				13				—				—				2,302				390
	Volume (million barrels “m bbl”)			54				13				2				*				—				—
	average pay			34.3				31.5				32.6				36.4				—				—
	average receive			39.6				39.3				38.0				37.9				—				—
(c)  Buy variable price/sell fixed price contracts:
	contract/notional amount ($ millions)			2,304				286				38				10				—				—				2,638				(350	)
	Volume (million barrels “m bbl”)			64				9				1				*				—				—
	average pay			40.3				38.7				37.8				37.9				—				—
	average receive			36.1				30.7				32.9				36.3				—				—
Crude oil basis swaps
(a)  Buy variable/sell variable price contracts
	contract/notional amount ($ millions)			53				—				—				—				—				—				53				(8	)
	Volume (million barrels “m bbl”)			34				—				—				—				—				—
	average pay			3.9				—				—				—				—				—
	average receive			1.8				—				—				—				—				—
(b) Sell variable/buy variable price contracts
	contract/notional amount ($ millions)			2				—				—				—				—				—				2				—
	Volume (million barrels “m bbl”)			*				—				—				—				—				—
	average pay			4.0				—				—				—				—				—
	average receive			4.5				—				—				—				—				—
Crude oil freight swaps
(a)  Buy fixed price/sell variable price contracts
	contract/notional amount ($ millions)			53				—				—				—				—				—				53				(7	)
	Volume (million barrels “m bbl”)			29				—				—				—				—				—
	average pay			1.9				—				—				—				—				—
	average receive			1.7				—				—				—				—				—

F-64

---

Table of Contents

																							2010 and				Total contract/				Estimated
			2005				2006				2007				2008				2009				after				notional amount				fair value
			$ million
(b) Buy variable price/sell fixed price contracts
	contract/notional amount ($ millions)			63				—				—				—				—				—				63				1
	Volume (million barrels “m bbl”)			47				—				—				—				—				—
	average pay			1.3				—				—				—				—				—
	average receive			1.4				—				—				—				—				—
Oil products swaps
(a)  Buy fixed price/sell variable price contracts
	contract/notional amount ($ millions)			3,055				106				—				—				—				—				3,161				(111	)
	Volume (million barrels “m bbl”)			117				3				—				—				—				—
	average pay			26.0				39.4				—				—				—				—
	average receive			25.1				40.3				—				—				—				—
(b) Buy variable price/sell fixed price contracts:
	contract/notional amount ($ millions)			3,193				158				—				—				—				11				3,362				95
	Volume (million barrels “m bbl”)			121				4				—				—				—				*
	average pay			25.5				39.6				—				—				—				41.3
	average receive			26.3				37.5				—				—				—				38.4
(c)  Buy variable/sell variable price contracts
	contract/notional amount ($ millions)			810				15				—				—				—				—				825				1
	Volume (million barrels “m bbl”)			16				*				—				—				—				—
	average pay			49.3				48.5				—				—				—				—
	average receive			49.4				48.6				—				—				—				—
Oil products basis swaps
(a)  Buy variable/sell variable price contracts
	contract/notional amount ($ millions)			1,020				30				—				—				—				—				1,050				(8	)
	Volume (million barrels “m bbl”)			170				4				—				—				—				—
	average pay			5.8				8.5				—				—				—				—
	average receive			5.7				8.6				—				—				—				—
(b) Sell variable/buy variable price contracts
	contract/notional amount ($ millions)			137				—				—				—				—				—				137				23
	Volume (million barrels “m bbl”)			18				—				—				—				—				—
	average pay			7.5				—				—				—				—				—
	average receive			8.7				—				—				—				—				—
Electricity swaps
(a)  Buy fixed price/sell variable price contracts:
	contract/notional amount ($ millions)			3,268				1,296				341				25				2				—				4,932				(2	)
	Volume (thousand megawatt hours)			57				24				7				0				0				—
	average pay			57.0				55.0				52.4				64.3				60.5				—
	average receive			55.8				56.6				56.4				65.1				56.5				—
(b) Buy variable price/sell fixed price contracts:
	contract/notional amount ($ millions)			3,250				1,245				391				54				6				—				4,946				(14	)
	Volume (thousand megawatt hours)			57				23				7				1				*				—
	average pay			56.1				56.4				57.0				60.6				57.3				—
	average receive			57.4				55.3				53.3				59.6				61.3				—

F-65

---

Table of Contents

																							2010 and				Total contract/				Estimated
			2005				2006				2007				2008				2009				after				notional amount				fair value
			$ million
Natural gas swaps
(a)  Buy fixed price/sell variable price contracts:
	contract/notional amount ($ millions)			5,947				1,350				308				312				70				—				7,987				188
	Volume (thousand million cubic feet “bcf”)			923				223				53				55				13				—
	average pay ($/thousand cf)			6.4				6.1				5.8				5.2				4.6				—
	average receive ($/thousand cf)			6.4				6.5				6.0				5.5				5.1				—
(b) Buy variable price/sell fixed price contracts:
	contract/notional amount ($ millions)			6,267				1,005				426				409				206				57				8,370				123
	Volume (thousand million cubic feet “bcf”)			954				162				70				69				37				11
	average pay ($/thousand cf)			6.4				6.6				6.0				5.7				5.5				5.2
	average receive ($/thousand cf)			6.6				6.2				6.1				5.9				5.6				5.1
(c)  Buy variable price/sell variable price contracts:
	contract/notional amount ($ millions)			404				8				—				—				—				—				412				7
	Volume (thousand million cubic feet “bcf”)			64				1				—				—				—				—
	average pay ($/thousand cf)			6.4				6.6				—				—				—				—
	average receive ($/thousand cf)			6.5				6.6				—				—				—				—
Natural gas basis swaps
(a)  Buy variable price/sell variable price
	contract/notional amount ($ millions)			455				184				60				35				22				10				766				(134	)
	Volume (thousand million cubic feet “bcf”)			903				365				116				72				43				24
	average pay ($/thousand cf)			0.5				0.6				0.7				0.6				0.6				0.5
	average receive ($/thousand cf)			0.4				0.4				0.5				0.5				0.5				0.3
(b) Sell variable price/buy variable price
	contract/notional amount ($ millions)			388				135				20				18				4				3				568				139
	Volume (thousand million cubic feet “bcf”)			827				281				56				56				18				15
	average pay ($/thousand cf)			0.3				0.3				0.3				0.3				0.0				0.0
	average receive ($/thousand cf)			0.4				0.5				0.5				0.4				0.3				0.2
																												43,433				325

F-66

---

Table of Contents

																							Total contract/				Estimated
			2004				2005				2006				2007				2008				notional amount				fair value
			$ million
2003
Crude oil swaps
(a)  Variable price to variable price contracts:
	contract/notional amount ($ million)			2,671				13				—				—				—				2,684				(3	)
	Volume (million barrels “m bbl”)			84				*				—				—				—
	average pay ($/bbl)			31.9				26.3				—				—				—
	average receive ($/bbl)			31.9				26.3				—				—				—
(b) Buy fixed price/sell variable price contracts:
	contract/notional amount ($ million)			1,452				272				63				—				—				1,787				230
	Volume (m bbl)			58				11				3				—				—
	average pay ($/bbl)			25.0				24.3				24.2				—				—
	average receive ($/bbl)			28.3				28.0				26.1				—				—
(c)  Buy variable price/sell fixed price contracts:
	contract/notional amount ($ million)			1,364				241				13				—				—				1,618				(160	)
	Volume (m bbl)			58				10				1				—				—
	average pay ($/bbl)			28.9				24.5				26.7				—				—
	average receive ($/bbl)			27.1				23.2				23.8				—				—
Crude oil basis swaps
(a)  Buy variable price/sell variable price contracts:
	contract/notional amount ($ million)			2				—				—				—				—				2				—
	Volume (m bbl)			5				—				—				—				—
	average pay ($/bbl)			1.0				—				—				—				—
	average receive ($/bbl)			0.3				—				—				—				—
(b) Sell variable price/buy variable price contracts:
	contract/notional amount ($ million)			3				—				—				—				—				3				(1	)
	Volume (m bbl)			2				—				—				—				—
	average pay ($/bbl)			0.5				—				—				—				—
	average receive ($/bbl)			1.5				—				—				—				—
Crude oil freight swaps
(a)  Buy fixed price/sell variable price contracts:
	contract/notional amount ($ million)			10				—				—				—				—				10				1
	Volume (m bbl)			9				—				—				—				—
	average pay ($/bbl)			1.2				—				—				—				—
	average receive ($/bbl)			1.4				—				—				—				—
(b) Buy variable price/sell fixed price contracts:
	contract/notional amount ($ million)			53				—				—				—				—				53				(9	)
	Volume (m bbl)			79				—				—				—				—
	average pay ($/bbl)			0.8				—				—				—				—
	average receive ($/bbl)			0.7				—				—				—				—
Oil products swaps
(a)  Buy fixed price/sell variable price contracts:
	contract/notional amount ($ million)			853				19				—				—				—				872				42
	Volume (m bbl)			34				1				—				—				—
	average pay ($/bbl)			25.4				19.9				—				—				—
	average receive ($/bbl)			26.4				22.2				—				—				—
(b) Buy variable price/sell fixed price contracts:
	contract/notional amount ($ million)			934				4				11				—				—				949				(46	)
	Volume (m bbl)			40				*				1				—				—
	average pay ($/bbl)			24.3				23.8				24.3				—				—
	average receive ($/bbl)			23.2				22.6				21.7				—				—

F-67

---

Table of Contents

																							2009				Total contract/				Estimated
			2004				2005				2006				2007				2008				and after				notional amount				fair value
			$ million
Oil products basis swaps
(a)  Buy variable price/sell variable price contracts:
	contract/notional amount ($ million)			268				—				—				—				—				—				268				(16	)
	Volume (m bbl)			94				—				—				—				—				—
	average pay ($/bbl)			1.8				—				—				—				—				—
	average receive ($/bbl)			2.9				—				—				—				—				—
(b) Sell variable price/buy variable price contracts:
	contract/notional amount ($ million)			95				—				—				—				—				—				95				13
	Volume (m bbl)			20				—				—				—				—				—
	average pay ($/bbl)			0.2				—				—				—				—				—
	average receive ($/bbl)			5.4				—				—				—				—				—
Electricity swaps
(a)  Buy fixed price/sell variable price contracts:
	contract/notional amount ($ million)			832				177				147				88				12				—				1,256				35
	Volume (thousand megawatt hours “MMwh”)			17				3				3				2				**				—
	average pay ($/Mwh)			50.5				51.3				50.4				51.9				66.3				—
	average receive ($/Mwh)			52.9				51.4				49.0				51.0				61.3				—
(b) Buy variable price/sell fixed price contracts:
	contract/notional amount ($ million)			803				188				120				124				33				—				1,268				1
	Volume (MMwh)			16				3				2				2				1				—
	average pay ($/Mwh)			54.1				54.9				53.8				53.5				59.5				—
	average receive ($/Mwh)			54.9				53.1				52.3				52.2				56.4				—
Natural gas swaps
(a)  Buy fixed price/sell variable price contracts:
	contract/notional amount ($ million)			5,212				485				135				47				—				—				5,879				750
	Volume (thousand million cubic feet “bcf”)			1,005				109				32				9				—				—
	average pay ($/thousand cf)			5.2				4.5				4.1				5.0				—				—
	average receive($/thousand cf)			5.8				5.2				4.8				5.0				—				—
(b) Buy variable price/sell fixed price contracts:
	contract/notional amount ($ million)			5,362				391				27				4				4				7				5,795				(711	)
	Volume (bcf)			1,025				83				445				1				1				2
	average pay ($/thousand cf)			5.9				5.2				4.7				4.7				4.7				4.6
	average receive ($/thousand cf)			5.2				4.7				4.8				4.2				4.2				4.2
Natural gas basis swaps
(a)  Buy variable price/sell variable price contracts:
	contract/notional amount ($ million)			325				97				50				32				14				19				537				(180	)
	Volume (bcf)			829				210				109				62				33				46
	average pay ($/thousand cf)			1.81				0.58				0.60				1.33				0.49				0.43
	average receive ($/thousand cf)			2.57				0.46				0.46				1.05				0.42				0.42

F-68

---

Table of Contents

																							2009				Total contract/				Estimated
			2004				2005				2006				2007				2008				and after				notional amount				fair value
			$ million
(b) Sell variable price/buy variable price contracts:
	contract/notional amount ($ million)			255				59				22				9				5				6				356				196
	Volume (m bcf)			743				145				54				30				20				23
	average pay ($/thousand cf)			0.15				0.20				0.16				0.11				0.11				0.09
	average receive ($/thousand cf)			0.34				0.41				0.40				0.31				0.23				0.25
Total																												23,432				142

	*	less than one million barrels

**	less than one thousand megawatt hours

	Commodity swaps held for purposes other than trading

	Commodity options held for trading purposes

															2008				Total contract/				Estimated
			2005				2006				2007				and after				notional amount				fair value
			$ million
2004
Crude oil buy calls
	contract/notional amount ($ million)			870				143				11				—				1,024				(37	)
	volume (m bbl)			19				4				*				—
	average strike price ($/bbl)			44.7				33.2				39.7				—
Crude oil sell calls
	contract/notional amount ($ million)			873				145				—				—				1,018				46
	volume (m bbl)			20				4				—				—
	average strike price ($/bbl)			42.9				32.8				—				—
Crude oil buy put
	contract/notional amount ($ million)			917				97				3				—				1,017				10
	volume (m bbl)			27				3				*				—
	average strike price ($/bbl)			34.5				32.0				29.7				—
Crude oil sell put
	contract/notional amount ($ million)			972				103				20				—				1,095				(27	)
	volume (m bbl)			28				3				1				—
	average strike price ($/bbl)			34.2				33.4				31.2				—
Oil products buy put option
	contract/notional amount ($ million)			177				132				—				—				309				15
	volume (m bbl)			158				128				—				—
	average strike price ($/bbl)			1.1				1.0				—				—

F-69

---

Table of Contents

															2008				Total contract/				Estimated
			2005				2006				2007				and after				notional amount				fair value
			$ million
Oil products sell put option
	contract/notional amount ($ million)			193				131				—				—				324				(14	)
	volume (m bbl)			158				128				—				—
	average strike price ($/bbl)			1.2				1.0				—				—
Oil products buy call option
	contract/notional amount ($ million)			176				51				—				—				227				—
	volume (m bbl)			50				42				—				—
	average strike price ($/bbl)			3.5				1.2				—				—
Oil products sell call option
	contract/notional amount ($ million)			128				51				—				—				179				(1	)
	volume (m bbl)			49				42				—				—
	average strike price ($/bbl)			2.6				1.2				—				—
Natural gas buy call
	contract/notional amount ($ million)			10,740				1,354				60				—				12,154				583
	volume (bcf)			1,493				180				9				—
	average strike price ($/thousand cf)			7.2				7.5				6.6				—
Natural gas sell call
	contract/notional amount ($ million)			9,309				1,060				22				6				10,397				(455	)
	volume (bcf)			1,312				158				4				*
	average strike price ($/thousand cf)			7.1				6.7				6.3				6.3
Natural gas buy put
	contract/notional amount ($ million)			8,332				942				25				14				9,313				674
	volume (bcf)			1,757				201				4				3
	average strike price ($/thousand cf)			4.7				4.7				5.5				4.8
Natural gas sell put
	contract/notional amount ($ million)			9,547				986				44				21				10,598				(818	)
	volume (bcf)			1,996				209				8				5
	average strike price ($/thousand cf)			4.8				4.7				5.8				5.7
Electricity buy call option
	contract/notional amount ($ million)			290				—				—				—				290				3
	volume (million MWh)			6				—				—				—
	average strike price ($/MWh)			48.4				—				—				—
Electricity sell call option
	contract/notional amount ($ million)			379				—				—				—				379				(7	)
	volume (million MWh)			8				—				—				—
	average strike price ($/MWh)			48.6				—				—				—
Electricity buy put option
	contract/notional amount ($ million)			486				—				—				—				486				8
	volume (million MWh)			12				—				—				—
	average strike price ($/MWh)			41.3				—				—				—

F-70

---

Table of Contents

															2008				Total contract/				Estimated
			2005				2006				2007				and after				notional amount				fair value
			$ million
Electricity sell put option
	contract/notional amount ($ million)			204				—				—				—				204				1
	volume (million MWh)			5				—				—				—
	average strike price ($/MWh)			38.2				—				—				—
Total																				49,014				(19	)

*	less than one million barrels

																			Total contract/				Estimated
			2004				2005				2006				2007				notional amount				fair value
			$ million
2003
Crude oil buy calls
	contract/notional amount ($ million)			397				7				—				—				404				31
	volume (m bbl)			14				*				—				—
	average strike price ($/bbl)			29.6				29.8
Crude oil sell calls
	contract/notional amount ($ million)			389				68				—				—				457				(58	)
	volume (m bbl)			14				2				—				—
	average strike price ($/bbl)			28.3				25.6				—				—
Crude oil buy put
	contract/notional amount ($ million)			570				28				—				—				598				9
	volume (m bbl)			24				1				—				—
	average strike price ($/bbl)			23.8				20.5				—				—
Crude oil sell put
	contract/notional amount ($ million)			455				7				—				—				462				(9	)
	volume (m bbl)			20				*				—				—
	average strike price ($/bbl)			23.4				26.6				—				—
Oil products buy put option
	contract/notional amount ($ million)			261				—				—				—				261				(2	)
	volume (m bbl)			11				—				—				—
	average strike price ($/bbl)			23.1				—				—				—
Oil products sell put option
	contract/notional amount ($ million)			41				—				—				—				41				—
	volume (m bbl)			2				—				—				—
	average strike price ($/bbl)			27.7				—				—				—
Oil products buy call option
	contract/notional amount ($ million)			8				—				—				—				8				—
	volume (m bbl)			*				—				—				—
	average strike price ($/bbl)			42.0				—				—				—

F-71

---

Table of Contents

																			Total contract/				Estimated
			2004				2005				2006				2007				notional amount				fair value
			$ million
Oil products sell call option
	contract/notional amount ($ million)			274				—				—				—				274				(2	)
	volume (m bbl)			10				—				—				—
	average strike price ($/bbl)			27.2				—				—				—
Natural gas buy call
	contract/notional amount ($ million)			8,112				414				30				—				8,556				692
	volume (bcf)			1,242				74				6				—
	average strike price ($/thousand cf)			6.5				5.6				4.9				—
Natural gas sell call
	contract/notional amount ($ million)			6,788				232				39				1				7,060				(528	)
	volume (bcf)			1,024				36				7				*
	average strike price ($/thousand cf)			6.6				6.4				6.0				4.1
Natural gas buy put
	contract/notional amount ($ million)			6,316				168				63				—				6,547				174
	volume (bcf)			1,479				41				14				—
	average strike price ($/thousand cf)			4.3				4.1				4.5				—
Natural gas sell put
	contract/notional amount ($ million)			7,292				387				47				1				7,727				(252	)
	volume (bcf)			1,648				96				12				*
	average strike price ($ /thousand cf)			4.4				4.1				4.1				5.7
Electricity buy call option
	contract/notional amount ($ million)			409				—				—				—				409				(28	)
	volume (million MWh)			10				—				—				—
	average strike price ($/MWh)			41.6				—				—				—
Electricity sell call option
	contract/notional amount ($ million)			350				—				—				—				350				30
	volume (MWh)			9				—				—				—
	average strike price ($/MWh)			39.3				—				—				—
Electricity buy put option
	contract/notional amount ($ million)			176				—				—				—				176				(11	)
	volume (MWh)			6				—				—				—
	average strike price ($/MWh)			31.1				—				—				—
Electricity sell put option
	contract/notional amount ($ million)			183				—				—				—				183				16
	volume (MWh)			6				—				—				—
	average strike price ($/MWh)			28.8				—				—				—
Total																				33,513				62

*	less than one million barrels

F-72

---

Table of Contents

	Commodity options held for purposes other than trading

	Commodity futures held for trading purposes

															Total contract/				Estimated
			2005				2006				2007				notional amount				fair value
			$ million
2004
IPE Brent futures
(a)  Short contracts:
	contract/notional amount ($ million)			341				26				—				367				66
	volume (m bbl)			8				1				—
	weighted average price ($/bbl)			42.2				34.3				—
(b)  Long contracts:
	contract/notional amount ($ million)			561				79				—				640				86
	volume (m bbl)			14				2				—
	weighted average price ($/bbl)			40.9				39.2				—
IPE Gasoil futures
(a)  Short contracts:
	contract/notional amount ($ million)			274				—				—				274				17
	volume (m bbl)			6				—				—
	weighted average price ($/bbl)			34.81				—				—
(b)  Long contracts:
	contract/notional amount ($ million)			196				2				—				198				(5	)
	volume (m bbl)			4				*				—
	weighted average price ($/bbl)			39.42				32.7				—
IPE Natural gas futures
(a)  Short contracts:
	contract/notional amount ($ million)			6				—				—				6				3
	volume (bcf)			1				—				—
	weighted average price ($/thousands cf)			6.0				—				—
(b)  Long contracts:
	contract/notional amount ($ million)			4				—				—				4				4
	volume (bcf)			1				—				—
	weighted average price ($/bbl)			5.7				—				—

F-73

---

Table of Contents

															Total contract/				Estimated
			2005				2006				2007				notional amount				fair value
			$ million
Nymex crude oil futures
(a)  Short contracts:
	contract/notional amount ($ million)			130				132				15				277				(18	)
	volume (m bbl)			3				3				*
	weighted average price ($/bbl)			43.9				39.4				36.4
(b)  Long contracts:
	contract/notional amount ($ million)			427				21				10				458				(15	)
	volume (m bbl)			10				1				*
	weighted average price ($/bbl)			44.1				40.5				37.0
Nymex oil product futures
(a)  Short contracts:
	contract/notional amount ($ million)			533				—				—				533				(28	)
	volume (m bbl)			11				—				—
	weighted average price ($/bbl)			50.9				—				—
(b)  Long contracts:
	contract/notional amount ($ million)			308				4				—				312				—
	volume (m bbl)			6				*				—
	weighted average price ($/bbl)			51.9				47.88				—
Nymex natural gas futures
(a)  Short contracts:
	contract/notional amount ($ million)			1,824				121				1				1,946				95
	volume (bcf)			278				19				**
	weighted average price ($/thousand cf)			5.9				6.1				5.7
(b)  Long contracts:
	contract/notional amount ($ million)			1,678				77				2				1,757				(70	)
	volume (bcf)			256				13				**
	weighted average price ($/thousand cf)			5.7				5.2				5.8
Imarex freight futures
(a)  Short contracts:
	contract/notional amount ($ million)			14				—				—				14				2
	volume (million tonnes)			3				—				—
	weighted average price ($/tonne)			11.8				—				—
(b)  Long contracts:
	contract/notional amount ($ million)			7				—				—				7				—
	volume (million tonnes)			1				—				—
	weighted average price ($/tonne)			12.9				—				—

F-74

---

Table of Contents

															Total contract/				Estimated
			2005				2006				2007				notional amount				fair value
			$ million
Nord Pool electricity futures
(a)  Short contracts:
	contract/notional amount ($ million)			—				—				—				—				—
	volume (million MWh)			—				—				—
	weighted average price ($/MWh)			—				—				—
(b)  Long contracts:
	contract/notional amount ($ million)			10				37				—				47				(2	)
	volume (million MWh)			***				1				—
	weighted average price ($/MWh)			34.7				378				—
Total																6,840				135

	*	less than one million barrels

	**	less than one billion cubic feet

***	less than one million megawatt hours

															Total contract/				Estimated
			2004				2005				2006				notional amount				fair value
			$ million
2003
IPE Brent futures
(a)  Short contracts:
	contract/notional amount ($ million)			218				15				—				233				—
	volume (m bbl)			8				*				—
	weighted average price ($/bbl)			28.4				26.7				—
(b)  Long contracts:
	contract/notional amount ($ million)			510				33				—				543				32
	volume (m bbl)			17				1				—
	weighted average price ($/bbl)			29.9				26.8				—
IPE Gasoil futures
(a)  Short contracts:
	contract/notional amount ($ million)			89				21				—				110				(4	)
	volume (m bbl)			2				1				—
	weighted average price ($/bbl)			36.7				30.3				—
(b)  Long contracts:
	contract/notional amount ($ million)			92				20				—				112				2
	volume (m bbl)			3				*				—
	weighted average price ($/bbl)			33.9				30.0				—

F-75

---

Table of Contents

															Total contract/				Estimated
			2004				2005				2006				notional amount				fair value
			$ million
IPE Natural gas futures
(a)  Short contracts:
	contract/notional amount ($ million)			11				—				—				11				(1	)
	volume (bcf)			2				—				—
	weighted average price ($/thousand bcf)			5.8				—				—
(b)  Long contracts:
	contract/notional amount ($ million)			75				—				—				75				(3	)
	volume (bcf)			12				—				—
	weighted average price ($/thousand bcf			6.3				—				—
Nymex crude oil futures
(a)  Short contracts:
	contract/notional amount ($ million)			82				4				—				86				1
	volume (mbbl)			3				*				—
	weighted average price ($/bbl)			31.6				24.9				—
(b)  Long contracts:
	contract/notional amount ($ million)			456				22				—				478				43
	volume (m bbl)			16				1				—
	weighted average price ($/bbl)			28.9				25.2				—
Nymex oil product futures
(a)  Short contracts:
	contract/notional amount ($ million)			350				—				—				350				(6	)
	volume (m bbl)			9				—				—
	weighted average price ($/bbl)			38.4				—				—
(b)  Long contracts:
	contract/notional amount ($ million)			71				1				—				72				—
	volume (m bbl)			2				*				—
	weighted average price ($/bbl)			34.8				31.6				—
Nymex natural gas futures
(a)  Short contracts:
	contract/notional amount ($ million)			1,983				22				—				2,005				(253	)
	volume (bcf)			384				4				—
	weighted average price ($/thousand cf)			5.2				5.2				—
(b)  Long contracts:
	contract/notional amount ($ million)			1,776				81				2				1,859				242
	volume (bcf)			344				18				**
	weighted average price ($/thousand cf)			5.2				4.6				4.4

F-76

---

Table of Contents

															Total contract/				Estimated
			2004				2005				2006				notional amount				fair value
			$ million
Nord Pool electricity futures
(a)  Short contracts:
	contract/notional amount ($ million)			52				—				—				52				—
	volume (million MWh)			2				—				—
	weighted average price ($/MWh)			31.8				—				—
(b)  Long contracts:
	contract/notional amount ($ million)			1,420				222				—				1,642				(5	)
	volume (million MWh)			43				7				—
	weighted average price ($/MWh))			33.0				32.9				—
Total																7,628				48

	*	less than one million barrels.

**	less than one billion cubic feet.

F-77

---

Table of Contents

		Currency of
		financial statements
2004		in 2004 20-F/A				US$m
Share of net income:
Royal Dutch Petroleum Company			€8,788m				10,910
Shell Transport and Trading Company Limited			£3,973.0m				7,272
							18,182
Share of shareholders’ equity:
Royal Dutch Petroleum Company			€39,839m				54,324
Shell Transport and Trading Company Limited			£18,785.0m				36,221
							90,545

		Currency of
		financial statements
2003		in 2004 20-F/A				US$m
Share of net income:
Royal Dutch Petroleum Company			€6,649m				7,395
Shell Transport and Trading Company Limited			£3,045.2m				4,927
							12,322
Share of shareholders’ equity:
Royal Dutch Petroleum Company			€37,332m				47,087
Shell Transport and Trading Company Limited			£17,478.8m				31,164
							78,251

		Currency of
		financial statements
2002		in 2004 20-F/A				US$m
Share of net income:
Royal Dutch Petroleum Company			€6,167m				5,807
Shell Transport and Trading Company Limited			£2,578.0m				3,864
							9,671

F-78

---

Table of Contents

F-79

---

Table of Contents

		Three months ended								Nine months ended
		September 30,								September 30,
		2005				2004				2005				2004
		$ million
Sales proceeds			94,717				89,006				286,168				243,634
Less: Sales taxes, excise duties and similar levies			18,282				18,321				54,933				53,549
Revenue			76,435				70,685				231,235				190,085
Cost of sales			60,704				58,604				188,733				157,901
Gross profit			15,731				12,081				42,502				32,184
Selling and distribution expenses			3,150				3,110				9,462				9,046
Administrative expenses			613				533				1,757				1,646
Exploration			275				294				784				1,294
Share of profit of equity accounted investments			3,081				1,254				5,734				3,496
Net finance costs and other income			(268	)			11				(159	)			(32	)
Income before taxation			15,042				9,387				36,392				23,726
Taxation			5,558				3,790				14,427				9,276
Income from continuing operations			9,484				5,597				21,965				14,450
Income/(loss) from discontinued operations (see Note 7)			(93	)			23				(307	)			65
Income for the period			9,391				5,620				21,658				14,515
Attributable to minority interest			313				249				669				546
Income attributable to Shareholders of Royal Dutch and Shell Transport			9,078				5,371				20,989				13,969

			Three months								Nine months
			ended								ended
			September 30,								September 30,
			2005				2004				2005				2004
Net income per Royal Dutch Petroleum Company share				2.74				1.60				6.29				4.14
	— Continuing operations			2.77				1.59				6.38				4.12
	— Discontinued operations			(0.03	)			0.01				(0.09	)			0.02
Diluted net income per Royal Dutch Petroleum Company share				2.73				1.60				6.27				4.13
	— Continuing operations			2.76				1.59				6.36				4.11
	— Discontinued operations			(0.03	)			0.01				(0.09	)			0.02
Net income per Shell Transport and Trading Company Limited share				0.39				0.23				0.89				0.59
	— Continuing operations			0.39				0.23				0.90				0.59
	— Discontinued operations			—				—				(0.01	)			—
Diluted net income per Shell Transport and Trading Company Limited share				0.39				0.23				0.89				0.59
	— Continuing operations			0.39				0.23				0.90				0.59
	— Discontinued operations			—				—				(0.01	)			—

F-80

---

Table of Contents

				Sept 30,				Dec 31,
				2005				2004
				$ million
ASSETS
Non-current assets
	Property, plant and equipment				85,601				87,918
	Intangible assets				4,361				4,528
	Investments:
		equity accounted investments			17,138				20,493
		financial assets			3,236				2,700
	Deferred tax				3,039				2,789
	Employee benefit assets				2,453				2,479
	Other				4,102				4,490
					119,930				125,397
Current assets
	Inventories				21,490				15,375
	Accounts receivable				83,812				37,473
	Cash and cash equivalents				15,998				9,201
					121,300				62,049
Total assets					241,230				187,446
LIABILITIES
Non-current liabilities
	Debt				9,339				8,858
	Deferred tax				12,411				12,930
	Employee benefit obligations				6,018				6,795
	Other provisions				7,114				6,828
	Other				4,395				5,800
					39,277				41,211
Current liabilities
	Debt				6,714				5,734
	Accounts payable and accrued liabilities				86,284				37,909
	Taxes payable				12,510				9,058
	Employee benefit obligations				302				339
	Other provisions				1,254				1,812
					107,064				54,852
Total liabilities					146,341				96,063
EQUITY
Equity share capital (see Note 9)					583				584
Non-equity share capital (see Note 9)					–				20
Additional paid-in capital					5,670				5,546
Treasury shares					(3,772	)			(4,187	)
Other reserves					103				3,319
Retained earnings					85,695				80,788
Equity attributable to Shareholders of Royal Dutch and Shell Transport					88,279				86,070
Minority interest					6,610				5,313
Total equity					94,889				91,383
Total liabilities and equity					241,230				187,446

F-81

---

Table of Contents

		Equity attributable to shareholders of Royal Dutch and Shell Transport
		Equity				Preference				Additional
		share				share				paid in				Treasury				Other				Retained								Minority				Total
		capital(1)				capital(1)				capital				shares				reserves(2)				earnings				Total				interests				equity
		$ million
At January 1, 2005			584				20				5,546				(4,187	)			3,319				80,788				86,070				5,313				91,383
IAS 32/39 transition			–				(20	)			–				–				823				(7	)			796				–				796
Income for the period			–				–				–				–				–				20,989				20,989				669				21,658
Income/(expense) recognised directly in equity			–				–				124				–				(4,039	)			4				(3,911	)			92				(3,819	)
Change in minority interest			–				–				–				–				–				–				–				733				733
Dividends			–				–				–				–				–				(15,579	)			(15,579	)			(197	)			(15,776	)
(Purchase)/release of treasury shares, net of dividends			–				–				–				415				–				–				415				–				415
Shares repurchased for cancellation			(1	)			–				–				–				–				(500	)			(501	)			–				(501	)
At September 30, 2005			583				–				5,670				(3,772	)			103				85,695				88,279				6,610				94,889
At January 1, 2004			587				20				5,432				(3,428	)			512				70,412				73,535				3,408				76,943
Income for the period			–				–				–				–				–				13,969				13,969				547				14,516
Income/(expense) recognised directly in equity			–				–				91				–				(857	)			–				(766	)			17				(749	)
Change in minority interest			–				–				–				–								–				–				964				964
Dividends			–				–				–				–				–				(7,390	)			(7,390	)			(202	)			(7,592	)
(Purchase)/release of treasury shares, net of dividends			–				–				–				(740	)			–				–				(740	)			–				(740	)
Shares repurchased for cancellation			(3	)			–				–				–				–				(792	)			(795	)			–				(795	)
At September 30, 2004			584				20				5,523				(4,168	)			(345	)			76,199				77,813				4,734				82,547

(1)	See Note 9.
(2)	See Note 4.

F-82

---

Table of Contents

			Nine months ended
			September 30,
			2005				2004
			$ million
Cash flow from operating activities:
Income for the period				21,658				14,515
Adjustment for:
	Taxation accrued			14,945				9,544
	Interest accrued			484				645
	Depreciation, depletion and amortisation			9,194				8,655
	(Profit)/loss on sale of assets			(1,103	)			(859	)
	Decrease/(increase) in net working capital			(5,587	)			(4,237	)
	Share of profit of equity accounted investments			(5,512	)			(3,562	)
	Dividends received from equity accounted investments			5,268				2,731
	Deferred taxation and other provisions			(646	)			(142	)
	Other			(1,102	)			(356	)
Cash flow from operating activities (pre-tax)				37,599				26,934
Taxation paid				(12,579	)			(6,746	)
Cash flow from operating activities				25,020				20,188
Cash flow from investing activities:
Capital expenditure				(10,457	)			(8,911	)
Proceeds from sale of assets				1,914				1,300
Proceeds from sales and (additions):
	equity accounted investments			3,535				(380	)
	investments: financial assets			363				1,069
Interest received				618				332
Cash flow from investing activities				(4,027	)			(6,590	)
Cash flow from financing activities:
Net increase/(decrease) in debt				1,988				(2,963	)
Interest paid				(813	)			(671	)
Change in minority interest				893				860
Net issue/ (repurchase) of shares				(501	)			(698	)
Dividends paid to:
	Shareholders of Royal Dutch and Shell Transport			(15,677	)			(7,309	)
	Minority interest			(235	)			(202	)
Treasury shares: net sales/(purchases) and dividends received				399				(738	)
Cash flow from financing activities				(13,946	)			(11,721	)
Currency translation differences relating to cash and cash equivalents				(250	)			(37	)
Increase/(decrease) in cash and cash equivalents				6,797				1,840
Cash and cash equivalents at beginning of period				9,201				2,108
Cash and cash equivalents at end of period				15,998				3,948

F-83

---

Table of Contents

	Royal Dutch Petroleum Company and The Shell Transport and Trading Company Limited

		Three months
		ended								Nine months ended
		September 30,								September 30,
		2005				2004				2005				2004
		$ million
Royal Dutch			5,447				3,223				12,594				8,381
Shell Transport			3,631				2,148				8,395				5,588
			9,078				5,371				20,989				13,969

		Sept 30,				Dec 31,
		2005				2004
		$ million
Royal Dutch			52,967				51,642
Shell Transport			35,312				34,428
			88,279				86,070

F-84

---

Table of Contents

		Three months ended								Nine months ended
		September 30,								September 30,
		2005				2004				2005				2004
Royal Dutch			1,984,420,979				2,018,231,477				2,001,475,299				2,026,830,771
Shell Transport			9,423,242,311				9,460,440,999				9,426,262,883				9,493,874,001

		Three months ended								Nine months ended
		September 30,								September 30,
		2005				2004				2005				2004
Royal Dutch			1,993,403,299				2,020,728,970				2,008,538,475				2,028,688,303
Shell Transport			9,455,010,531				9,466,211,000				9,450,450,597				9,497,099,001

• for each Royal Dutch Ordinary Share held in New York registry form tendered:		1 Royal Dutch Shell Class A American depositary receipt (representing 2 Royal Dutch Shell Class A ordinary shares)

F-85

---

Table of Contents

• for each Royal Dutch Ordinary Share held in bearer or Hague registry form tendered:		2 Royal Dutch Shell Class A ordinary shares
• for each Shell Transport Ordinary Share (including Shell Transport Ordinary Shares to which holders of Shell Transport bearer warrants are entitled):		0.287333066 Royal Dutch Shell Class B ordinary shares
• for each Shell Transport ADR:		0.861999198 Royal Dutch Shell Class B American depositary receipts (representing 2 Royal Dutch Shell Class B ordinary shares)

F-86

---

Table of Contents

	•	cumulative currency translation differences were eliminated by transfer to retained earnings.
	•	cumulative previously unrecognised actuarial gains and losses on post-employment benefits were recognised.
	•	prior business combinations have not been restated.
	•	IFRS 2 Share-based Payment has only been applied to options issued after November 7, 2002 and not vested by January 1, 2005.

F-87

---

Table of Contents

F-88

---

Table of Contents

F-89

---

Table of Contents

F-90

---

Table of Contents

F-91

---

Table of Contents

F-92

---

Table of Contents

F-93

---

Table of Contents

		Income/(expense)
										At Jan 1,
										2005
										after
		At Dec 31,				IAS 32/39				IAS 32/39								At Sept 30,
		2004				transition				transition				Movement				2005
		$ million
Cumulative currency translation differences			3,126				–				3,126				(3,843	)			(717	)
Unrealised gains/(losses) on securities			350				–				350				736				1,086
Unrealised gains/(losses) on cash flow hedges			(157	)			823				666				(932	)			(266	)
Total			3,319				823				4,142				(4,039	)			103

		Income/(expense)
		At Jan 1,								At Sept 30,
		2004				Movement				2004
		$ million
Cumulative currency translation differences			–				(403	)			(403	)
Unrealised gains/(losses) on securities			700				(443	)			257
Unrealised gains/(losses) on cash flow hedges			(188	)			(11	)			(199	)
Total			512				(857	)			(345	)

F-94

---

Table of Contents

																			Corporate
			Exploration &				Gas &												and								Total
			Production				Power				Oil Products				Chemicals				Other				Elimination				Shell Group
			$ million
Revenue
	Third party			7,078				3,086				58,877				7,311				83				–				76,435
	Inter-segment			8,603				417				1,709				1,165				–				(11,894	)			–
Total				15,681				3,503				60,586				8,476				83				–				76,435
Segment result				7,136				228				4,241				354				(266	)			–				11,693
Share of profit of equity accounted investments				2,220				271				492				85				13				–				3,081
Net finance costs																												(106	)
Other income																												162
Taxation																												5,558
Income from continuing operations																												9,484
Income/(loss) from discontinued operations				–				–				–				(93	)			–				–				(93	)
Income for the period																												9,391

F-95

---

Table of Contents

																			Corporate
			Exploration &				Gas &												and								Total
			Production				Power				Oil Products				Chemicals				Other				Elimination				Shell Group
			$ million
Revenue
	Third party			5,640				2,190				55,761				6,915				179				–				70,685
	Inter-segment			6,582				243				1,445				893				–				(9,163	)			–
Total				12,222				2,433				57,206				7,808				179				–				70,685
Segment result				4,737				(16	)			3,087				565				(229	)			–				8,144
Share of profit of equity accounted investments				422				277				466				163				(74	)			–				1,254
Net finance costs																												74
Other income																												63
Taxation																												3,790
Income from continuing operations																												5,597
Income/(loss) from discontinued operations				–				–				–				23				–				–				23
Income for the period																												5,620

			Exploration																Corporate
			and				Gas &												and								Total
			Production				Power				Oil Products				Chemicals				Other				Elimination				Group
			$ million
Revenue
	Third party			17,717				9,221				180,799				22,941				557				–				231,235
	Inter-segment			24,125				1,143				4,765				2,882				–				(32,915	)			–
Total				41,842				10,364				185,564				25,823				557				–				231,235
Segment Result				18,686				299				10,829				1,396				(711	)			–				30,499
Share of profit of equity accounted investments				3,394				630				1,517				329				(136	)			–				5,734
Net finance costs																												76
Other income																												235
Taxation																												14,427
Income from continuing operations																												21,965
Income/(loss) from discontinued operations				–				–				–				(307	)			–				–				(307	)
Income for the period																												21,658

F-96

---

Table of Contents

			Exploration																Corporate
			and				Gas &												and								Total
			Production				Power				Oil Products				Chemicals				Other				Elimination				Group
			$ million
Revenue
	Third party			12,350				6,502				151,442				19,053				738				–				190,085
	Inter-segment			18,324				880				3,815				2,387				4				(25,410	)			–
Total				30,674				7,382				155,257				21,440				742				–				190,085
Segment Result				12,400				87				7,241				1,093				(623	)			–				20,198
Share of profit of equity accounted investments				1,560				854				980				342				(240	)			–				3,496
Net finance costs																												581
Other income																												613
Taxation																												9,276
Income from continuing operations																												14,450
Income/(loss) from discontinued operations				–				–				–				65				–				–				65
Income for the period																												14,515

		Exploration																Corporate
		and				Gas &												and				Total
		Production				Power				Oil Products				Chemicals				Other				Group
		$ million
Segment result — IAS 14			7,136				228				4,241				354				(266	)			11,693
Share of profit of equity accounted investments			2,220				271				492				85				13				3,081
Net finance costs and other (income)/expense			53				(144	)			(3	)			4				(178	)			(268	)
Taxation			4,326				87				1,296				21				(172	)			5,558
Discontinued operations			–				–				–				(93	)			–				(93	)
Segment result			4,977				556				3,440				321				97				9,391

F-97

---

Table of Contents

		Exploration																Corporate
		and				Gas &												and				Total
		Production				Power				Oil Products				Chemicals				Other				Group
		$ million
Segment result — IAS 14			4,737				(16	)			3,087				565				(229	)			8,144
Share of profit of equity accounted investments			422				277				466				163				(74	)			1,254
Net finance costs and other (income)/expense			(15	)			(12	)			2				8				28				11
Taxation			2,831				(81	)			994				171				(125	)			3,790
Discontinued operations			–				–				–				23				–				23
Segment result			2,343				354				2,557				572				(206	)			5,620

		Exploration																Corporate
		&				Gas &												and				Total
		Production				Power				Oil Products				Chemicals				Other				Group
		$ million
Segment result — IAS 14			18,686				299				10,829				1,396				(711	)			30,499
Share of profit of equity accounted investments			3,394				630				1,517				329				(136	)			5,734
Net finance costs and other (income)/expense			203				(174	)			(16	)			5				(177	)			(159	)
Taxation			11,200				60				3,208				384				(425	)			14,427
Discontinued operations			–				–				–				(307	)			–				(307	)
Segment result			10,677				1,043				9,154				1,029				(245	)			21,658

		Exploration																Corporate
		&				Gas &												and				Total
		Production				Power				Oil Products				Chemicals				Other				Group
		$ million
Segment result — IAS 14			12,400				87				7,241				1,093				(623	)			20,198
Share of profit of equity accounted investments			1,560				854				980				342				(240	)			3,496
Net finance costs and other (income)/expense			38				(245	)			(30	)			13				192				(32	)
Taxation			7,017				(24	)			2,327				319				(363	)			9,276
Discontinued operations			–				–				–				65				–				65
Segment result			6,905				1,210				5,924				1,168				(692	)			14,515

F-98

---

Table of Contents

		$ million
Investments: financial assets			1,018
Non-current assets: deferred tax			5
Current assets			42
Non-current liabilities: deferred tax			(195	)
Non-current liabilities debt			(20	)
Current liabilities			(54	)
			796

		Sept 30				Dec. 31
		2005				2004
		$ million
Allotted, called up and fully paid
Royal Dutch Ordinary shares			350				350
Shell Transport Ordinary shares			233				234
			583				584

		Royal Dutch				Shell Transport
Shares outstanding at September 30, 2005			2,069,520,000				9,603,350,002
Shares outstanding at December 31, 2004			2,074,400,000				9,624,900,000

F-99

---

Table of Contents

Sept 30

Dec. 31

Sept 30

Dec. 31

2005

2004

2005

2004

Number of shares

$ million

Allotted, called up and fully paid

€448 Priority Shares

–

1,500

–

1

£1 First Preference Shares

–

2,000,000

–

3

£1 Second Preference Shares

–

10,000,000

–

16

–

20

	•	While the majority of the cases have been consolidated for pre-trial proceedings in the United States District Court for the Southern District of New York, there are many cases pending in other jurisdictions throughout the U.S. Most of the cases are at a preliminary stage. In many matters, little discovery has been taken and many critical substantial legal issues remain unresolved. Consequently, management of the Shell Group does not have sufficient information to assess the facts underlying the plaintiffs’ claims; the nature and extent of damages claimed, if any; the reasonableness of any specific claim for money damages; the allocation of potential responsibility among defendants; or the law that may be applicable. Additionally, given the pendency of cases in varying jurisdictions, there may be inconsistencies in the determinations made in these matters.
	•	There are significant unresolved legal questions relating to claims asserted in this litigation. For example, it has not been established whether the use of oxygenates mandated by the 1990 amendments to the Clean Air Act can give rise to a products liability based claim. While some trial courts have held that it cannot, other courts have left the question open or declined to dismiss claims brought on a products liability theory. Other examples of unresolved legal questions relate to the applicability of federal preemption, whether a plaintiff may recover damages for alleged levels of contamination significantly below state environmental standards, and whether a plaintiff may recover for an alleged threat to groundwater before detection of contamination.

F-100

---

Table of Contents

	•	There are also significant unresolved legal questions relating to whether punitive damages are available for products liability claims or, if available, the manner in which they might be determined. For example, some courts have held that for certain types of product liability claims, punitive damages are not available. It is not known whether that rule of law would be applied in some or all of the pending oxygenate additive cases. Where specific claims for damages have been made, punitive damages represent in most cases a majority of the total amounts claimed.
	•	There are significant issues relating to the allocation of any liability among the defendants. Virtually all of the oxygenate additives cases involve multiple defendants including most of the major participants in the retail gasoline marketing business in the regions involved in the pending cases. The basis on which any potential liability may be apportioned among the defendants in any particular pending case cannot yet be determined.

F-101

---

Table of Contents

F-102

---

Table of Contents

F-103

---

Table of Contents

F-104

---

Table of Contents

F-105

---

Table of Contents

F-106

---

Table of Contents

														Employee
														benefits
						Discontinued																				Reversals of
		IFRS				operations(1)				Reclassifications(2)				(a)				(b)				Impairments				Impairments				Other				US GAAP
		$ million
Sales proceeds			94,717				–				–				–				–				–				–				45				94,762
less: Sales taxes, excise duties and similar levies			18,282				–				–				–				–				–				–				–				18,282
Revenue			76,435				–				–				–				–				–				–				45				76,480
Cost of sales			60,704				85				(2	)			47				9				11				(203	)			333				60,984
Gross profit			15,731				(85	)			2				(47	)			(9	)			(11	)			203				(288	)			15,496
Selling and distribution expenses			3,150				–				–				10				4				–				–				(7	)			3,157
Administrative expenses			613				–				–				18				1				–				–				–				632
Exploration			275				–				–				–				–				–				–				–				275
Research and development			–				–				71				–				–				–				–				–				71
Share of profit of equity accounted investments			3,081				(8	)			–				(1	)			–				–				9				1				3,082
Net finance costs and other income			(268	)			–				(69	)			–				–				–				–				(21	)			(358	)
Income before taxation			15,042				(93	)			–				(76	)			(14	)			(11	)			212				(259	)			14,801
Taxation			5,558				–				–				(34	)			–				(3	)			(2	)			(67	)			5,452
Income from continuing operations			9,484				(93	)			–				(42	)			(14	)			(8	)			214				(192	)			9,349
Income from discontinued operations			(93	)			93				–				–				–				–				–				–				–
Cumulative effect of change in accounting policy			–				–				–				–				–				–				–				–				–
Income for the period			9,391				–				–				(42	)			(14	)			(8	)			214				(192	)			9,349
Attributable to minority interest			359				–				–				–				–				–				–				–				359
Income attributable to shareholders of Royal Dutch and Shell Transport			9,032				–				–				(42	)			(14	)			(8	)			214				(192	)			8,990

F-107

---

Table of Contents

														Employee
														benefits																Major
						Discontinued																				Reversals of				inspection
		IFRS				operations(1)				Reclassifications(2)				(a)				(b)				Impairments				Impairments				costs				Other				US GAAP
		$ million
Sales proceeds			286,168				(1,374	)			–				–				–				–				–								31				284,825
less: Sales taxes, excise duties and similar levies			54,933				(726	)			–				–				–				–				–								–				54,207
Revenue			231,235				(648	)			–				–				–				–				–								31				230,618
Cost of sales			188,733				(85	)			(64	)			150				23				31				(256	)							263				188,795
Gross profit			42,502				(563	)			64				(150	)			(23	)			(31	)			256								(232	)			41,823
Selling and distribution expenses			9,462				(64	)			–				62				4				–				–								(34	)			9,430
Administrative expenses			1,757				–				–				23				2				–				–								(25	)			1,757
Exploration			784				–				–				–				–				–				–								–				784
Research and development			–				–				303				–				–				–				–								–				303
Share of profit of equity accounted investments			5,734				(222	)			–				(2	)			–				–				129								(13	)			5,626
Net finance costs and other income			(159	)			(1	)			(239	)			–				–				–				–								(21	)			(420	)
Income before taxation			36,392				(720	)			–				(237	)			(29	)			(31	)			385								(165	)			35,595
Taxation			14,427				(35	)			–				(90	)			3				(64	)			(2	)							(70	)			14,169
Income from continuing operations			21,965				(685	)			–				(147	)			(32	)			33				387								(95	)			21,426
Income from discontinued operations			(307	)			685				–				–				–				–				–								–				378
Cumulative effect of change in accounting policy			–				–				–				–				–				–				–				(554	)			–				(554	)
Income for the period			21,658				–				–				(147	)			(32	)			33				387				554				(95	)			22,358
Attributable to minority interest			715				–				–				–				–				60				–								–				775
Income attributable to shareholders of Royal Dutch and Shell Transport			20,943				–				–				(147	)			(32	)			(27	)			387				554				(95	)			21,583

(1)	The definition of activities classified as discontinued operations differs from that under US GAAP. Under IFRS equity accounted or other investments are not excluded from this classification, but the activity must be a separate major line of business or geographical area of operations. During the nine months ended September 30, 2005, discontinued operations have been assessed and presented in accordance with FAS 144. Where new discontinued operations have been identified in the current period, the disclosures have been applied retrospectively. This is a 2005 event and does not affect the combined financial statements of Royal Dutch and Shell Transport for the year ended December 31, 2004.
(2)	Reclassifications are differences in line item allocation under IFRS but do not affect income compared with that shown under US GAAP. They mainly comprise impacts from reporting 1) all jointly controlled entities

F-108

---

Table of Contents

	using the equity method, 2) the results of equity accounted investments on a single line (therefore after net finance costs and tax), 3) accretion expense arising on asset retirement obligations as net finance costs rather than as cost of sales, and 4) research and development within cost of sales.

		Three months								Nine months
		ended								ended
		September 30,								September 30,
		2005				2004				2005				2004
		$
Royal Dutch Petroleum Company
Earnings per share			2.72				1.60				6.47				4.12
— Continuing operations			2.72				1.57				6.19				3.99
— Discontinuing operations			–				0.03				0.11				0.13
— Cumulative effect of change in accounting policy			–				–				0.17				–
Diluted earnings per share			2.71				1.60				6.45				4.11
— Continuing operations			2.71				1.57				6.17				3.98
— Discontinuing operations			–				0.03				0.11				0.13
— Cumulative effect of change in accounting policy			–				–				0.17				–
The Shell Transport and Trading Company Limited
Earnings per share			0.38				0.22				0.92				0.59
— Continuing operations			0.38				0.22				0.88				0.57
— Discontinuing operations			—				—				0.02				0.02
— Cumulative effect of change in accounting policy			—				—				0.02				—
Diluted earnings per share			0.38				0.22				0.91				0.59
— Continuing operations			0.38				0.22				0.87				0.57
— Discontinuing operations			—				—				0.02				0.02
— Cumulative effect of change in accounting policy			—				—				0.02				—

F-109

---

Table of Contents

								Employee								Reversals of
				IFRS				benefits				Impairments				Impairments				Other				US GAAP
				$ million
ASSETS
Non-current assets
	Property, plant and equipment				85,601				–				675				(156	)			(105	)			86,015
	Intangible assets				4,361				349				(5	)			–				(17	)			4,688
	Investments:
		equity accounted investments			17,138				121				(212	)			(53	)			(49	)			16,945
		financial assets			3,236				–				–				–				(385	)			2,851
	Deferred tax				3,039				(991	)			(3	)			–				206				2,251
	Other long term assets				6,555				5,545				–				–				(166	)			11,934
					119,930				5,024				455				(209	)			(516	)			124,684
Current assets
	Inventories				21,490				–				–				–				–				21,490
	Accounts receivable				83,812				–				–				–				(31	)			83,781
	Cash and cash equivalents				15,998				–				–				–				–				15,998
					121,300				–				–				–				(31	)			121,269
Total assets					241,230				5,024				455				(209	)			(547	)			245,953
LIABILITIES
Non-current liabilities
	Debt				9,339				–				–				–				(290	)			9,049
	Deferred tax				12,411				1,428				237				(125	)			16				13,967
	Provisions				13,132				(1,188	)			–				–				(1,279	)			10,665
	Other				4,395				–				–				–				1,360				5,755
					39,277				240				237				(125	)			(193	)			39,436
Current liabilities
	Debt				6,714				–				–				–				(12	)			6,702
	Accounts payable and accrued liabilities				86,284				(22	)			–				–				73				86,335
	Taxes payable				12,510				–				–				–				6				12,516
					107,064				(22	)			–				–				67				107,109
Total liabilities					146,341				218				237				(125	)			(126	)			146,545
Minority interest																					6,653				6,653
Equity attributable to shareholders of Royal Dutch and Shell Transport					88,279				4,786				218				(84	)			(444	)			92,755
Minority interest					6,610				20				–				–				(6,630	)			–
Total equity					94,889				4,806				218				(84	)			(7,074	)			92,755
Total liabilities and equity					241,230				5,024				455				(209	)			(547	)			245,953

F-110

---

Table of Contents

		At September 30,
		2005
		$ million
Currency translation differences			234
Unrealised gains on securities			1,083
Unrealised gains on cash flow hedges			692
Minimum pension liability			(1,645	)
			(1,020	)

F-111

---

Table of Contents

12.	Reconciliations from IFRS to US GAAP in 2004

														Employee								Cumulative
														benefits(3)								currency												Major
						Discontinued																translation								Reversals of				inspection
		IFRS				operations(1)				Reclassifications(2)				(a)				(b)				differences(3)				Impairments(3)				impairments(3)				costs(3)				Other				US GAAP
		$ million
Sales proceeds			89,006				(1,985	)			453				–				–				–				–				–				–				2				87,476
Less: Sales taxes, excise duties and similar levies			18,321				(690	)			148				–				–				–				–				–				–				–				17,779
Revenue			70,685				(1,295	)			305				–				–				–				–				–				–				2				69,697
Cost of sales			58,604				(1,006	)			6				(76	)			(35	)			(33	)			–				–				15				19				57,494
Gross profit			12,081				(289	)			299				76				35				33				–				–				(15	)			(17	)			12,203
Selling and distribution expenses			3,110				(129	)			–				(4	)			(3	)			28				–				–				–				24				3,026
Administrative expenses			533				(5	)			–				5				(1	)			–				–				–				–				(7	)			525
Exploration			294				(2	)			10				–				–				–				–				–				–				–				302
Research and development			–				–				97				–				–				–				–				–				–				–				97
Share of profit of equity accounted investments			1,254				20				574				(3	)			–				–				–				–				5				(9	)			1,841
Net finance costs and other income			11				(18	)			67				–				–				–				–				–				–				(35	)			25
Income before taxation			9,387				(115	)			699				72				39				5				–				–				(10	)			(8	)			10,069
Taxation			3,790				(22	)			699				26				3				–				–				–				(3	)			81				4,574
Income from continuing operations			5,597				(93	)			–				46				36				5				–				–				(7	)			(89	)			5,495
Income from discontinued operations			23				64				–				–				–				–				–				–				–				–				87
Income for the period			5,620				(29	)			–				46				36				5				–				–				(7	)			(89	)			5,582
Attributable to minority interest			249				(29	)			–				(1	)			1				–				–				–				(5	)			9				224
Income attributable to shareholders of Royal Dutch and Shell Transport			5,371				–				–				47				35				5				–				–				(2	)			(98	)			5,358

(1)	The definition of activities classified as discontinued operations differs from that under US GAAP. Under IFRS equity accounted or other investments are not excluded from this classification, but the activity must be a separate major line of business or geographical area of operations. As a result, all of the items presented as discontinued operations in 2004 and 2005 under US GAAP are included within continuing operations under IFRS.
(2)	Reclassifications are differences in line item allocation under IFRS but do not affect income compared with that shown under US GAAP. They mainly comprise impacts from reporting 1) all jointly controlled entities using the equity method, 2) the results of equity accounted investments on a single line (therefore after net finance costs and tax), 3) accretion expense arising on asset retirement obligations as net finance costs rather than as cost of sales, and 4) research and development within cost of sales.
(3)	See Note 11.

F-112

---

Table of Contents

														Employee								Cumulative
														benefits(3)								currency												Major
						Discontinued																translation								Reversals of				inspection
		IFRS				operations(1)				Reclassifications(2)				(a)				(b)				differences(3)				Impairments(3)				impairments(3)				costs(3)				Other				US GAAP
		$ million
Sales proceeds			243,634				(5,448	)			2,449				–				–				–				–				–				–				5				240,640
Less: Sales taxes, excise duties and similar levies			53,549				(1,981	)			920				–				–				–				–				–				–				–				52,488
Revenue			190,085				(3,467	)			1,529				–				–				–				–				–				–				5				188,152
Cost of sales			157,901				(2,422	)			187				(210	)			(91	)			(21	)			–				–				190				52				155,586
Gross profit			32,184				(1,045	)			1,342				210				91				21				–				–				(190	)			(47	)			32,566
Selling and distribution expenses			9,046				(357	)			–				3				(8	)			28				–				–				–				22				8,734
Administrative expenses			1,646				(21	)			1				22				(2	)			–				–				–				–				(5	)			1,641
Exploration			1,294				(5	)			15				–				–				–				–				–				–				–				1,304
Research and development			–				–				392				–				–				–				–				–				–				–				392
Share of profit of equity accounted investments			3,496				52				1,197				(9	)			–				–				(4	)			–				(17	)			(20	)			4,695
Net finance costs and other income			(32	)			(49	)			4				–				–				–				–				–				–				(66	)			(143	)
Income before taxation			23,726				(561	)			2,127				176				101				(7	)			(4	)			–				(207	)			(18	)			25,333
Taxation			9,276				(134	)			2,127				63				6				–				–				–				(68	)			103				11,373
Income from continuing operations			14,450				(427	)			–				113				95				(7	)			(4	)			–				(139	)			(121	)			13,960
Income from discontinued operations			65				371				–				–				–				–				–				–				–				–				436
Income for the period			14,515				(56	)			–				113				95				(7	)			(4	)			–				(139	)			(121	)			14,396
Attributable to minority interest			546				(56	)			–				(2	)			2				–				–				–				(10	)			6				486
Income attributable to shareholders of Royal Dutch and Shell Transport			13,969				–				–				115				93				(7	)			(4	)			–				(129	)			(127	)			13,910

F-113

---

Table of Contents

														Employee								Cumulative
														benefits(3)								currency												Major
						Discontinued																translation								Reversals of				inspection
		IFRS				operations(1)				Reclassifications(2)				(a)				(b)				differences(3)				Impairments(3)				impairments(3)				costs(3)				Other				US GAAP
		$ million
Sales proceeds			338,756				(6,945	)			3,803				–				–				–				–				–				–				7				335,621
Less: Sales taxes, excise duties and similar levies			72,370				(2,529	)			1,499				–				–				–				–				–				–				–				71,340
Revenue			266,386				(4,416	)			2,304				–				–				–				–				–				–				7				264,281
Cost of sales			223,259				(1,810	)			134				(306	)			(128	)			102				(730	)			211				223				54				221,009
Gross profit			43,127				(2,606	)			2,170				306				128				(102	)			730				(211	)			(223	)			(47	)			43,272
Selling and distribution expenses			12,550				(448	)			–				25				(9	)			28				–				–				–				87				12,233
Administrative expenses			2,548				(28	)			3				25				(5	)			–				–				–				–				(1	)			2,542
Exploration			1,809				(5	)			19				–				–				–				–				–				–				–				1,823
Research and development			–				–				553				–				–				–				–				–				–				–				553
Share of profit of equity accounted investments			5,015				(252	)			1,420				(6	)			–				–				(212	)			(258	)			(50	)			(4	)			5,653
Net finance costs and other income			(424	)			(28	)			121				–				–				–				–				–				–				(145	)			(476	)
Income before taxation			31,659				(2,349	)			2,894				250				142				(130	)			518				(469	)			(273	)			8				32,250
Taxation			12,168				(381	)			2,894				77				27				–				258				–				(75	)			120				15,088
Income from continuing operations			19,491				(1,968	)			–				173				115				(130	)			260				(469	)			(198	)			(112	)			17,162
Income from discontinued operations			(234	)			1,880				–				–				–				–				–				–				–				–				1,646
Income for the period			19,257				(88	)			–				173				115				(130	)			260				(469	)			(198	)			(112	)			18,808
Attributable to minority interest			717				(88	)			–				(3	)			–				–				–				–				(2	)			2				626
Income attributable to shareholders of Royal Dutch and Shell Transport			18,540				–				–				176				115				(130	)			260				(469	)			(196	)			(114	)			18,182

(1)	The definition of activities classified as discontinued operations differs from that under US GAAP. Under IFRS equity accounted or other investments are not excluded from this classification, but the activity must be a separate major line of business or geographical area of operations. As a result, all of the items presented as discontinued operations in 2004 and 2005 under US GAAP are included within continuing operations under IFRS.
(2)	Reclassifications are differences in line item allocation under IFRS but do not affect income compared with that shown under US GAAP. They mainly comprise impacts from reporting 1) all jointly controlled entities using the equity method, 2) the results of equity accounted investments on a single line (therefore after net finance costs and tax), 3) accretion expense arising on asset retirement obligations as net finance costs rather than as cost of sales, and 4) research and development within cost of sales.
(3)	See Note 11.

F-114

---

Table of Contents

																Major
												Employee				inspection
				IFRS				Reclassifications(1)				benefits (a)(2)				costs(2)				Other(3)				US GAAP
				$ million
ASSETS
Non-current assets
	Property, plant and equipment				85,357				1,222				–				(630	)			(42	)			85,907
	Intangible assets				4,338				15				326				–				(11	)			4,668
	Investments:
		equity accounted investments			20,709				32				97				(138	)			59				20,759
		financial assets			2,435				–				–				–				51				2,486
	Deferred tax(2)				3,015				–				(541	)			29				(797	)			1,706
	Employee benefit assets				1,975				–				5,305				–				(10	)			7,270
	Other				4,648				9				(103	)			–				(30	)			4,524
					122,477				1,278				5,084				(739	)			(780	)			127,320
Current assets
	Inventories				16,866				13				–				–				–				16,879
	Accounts receivable				37,898				232				–				–				(7	)			38,123
	Cash and cash equivalents				3,948				5				–				–				–				3,953
					58,712				250				–				–				(7	)			58,955
Total assets					181,189				1,528				5,084				(739	)			(787	)			186,275
LIABILITIES
Non-current liabilities
	Debt				9,638				10				–				–				(180	)			9,468
	Deferred tax(2)				13,459				251				2,040				(229	)			(908	)			14,613
	Employee benefit obligations				6,873				19				(1,920	)			–				11				4,983
	Other provisions				5,525				(1,086	)			–				–				122				4,561
	Other				5,675				1,786				–				–				178				7,639
					41,170				980				120				(229	)			(777	)			41,264
Current liabilities
	Debt				7,173				–				–				–				(3	)			7,170
	Accounts payable and accrued liabilities				38,399				1,310				–				–				17				39,726
	Taxes payable				10,471				588				–				–				–				11,059
	Employee benefit obligations				301				(245	)			(57	)			–				1				–
	Other provisions				1,128				(1,105	)			–				–				(23	)			–
					57,472				548				(57	)			–				(8	)			57,955
Total liabilities					98,642				1,528				63				(229	)			(785	)			99,219
Minority interest																					4,733				4,733
Equity attributable to shareholders of Royal Dutch and Shell Transport					77,813				–				5,001				(495	)			4				82,323
Minority interest					4,734				–				20				(15	)			(4,739	)			–
Total equity					82,547				–				5,021				(510	)			(4,735	)			82,323
Total liabilities and equity					181,189				1,528				5,084				(739	)			(787	)			186,275

(1)	Reclassifications are differences in line item allocation under IFRS which do not affect equity compared with that shown under US GAAP. They mainly comprise impacts from reporting all jointly controlled entities using the equity method and separate reporting of all provisions.
(2)	See Note 11.
(3)	Includes the impact of the effect of transition to IFRS on cumulative currency translation differences.

F-115

---

Table of Contents

																								Major
												Employee								Reversals of				inspection
				IFRS				Reclassifications(1)				benefits (a)(2)				Impairments(2)				impairments(2)				costs(2)				Other(3)				US GAAP
				$ million
ASSETS
Non-current assets
	Property, plant and equipment				87,918				1,309				–				730				(211	)			(660	)			(146	)			88,940
	Intangible assets				4,528				19				349				–				–				–				(6	)			4,890
	Investments:
		equity accounted investments			20,493				(222	)			99				(212	)			(397	)			(170	)			152				19,743
		financial assets			2,700				–				–				–				–				–				48				2,748
	Deferred tax				2,789				(6	)			(980	)			(12	)			–				31				173				1,995
	Employee benefit assets				2,479				–				5,377				–				–				–				422				8,278
	Other				4,490				8				(98	)			–				–				–				(31	)			4,369
					125,397				1,108				4,747				506				(608	)			(799	)			612				130,963
Current assets
	Inventories				15,375				16				–				–				–				–				–				15,391
	Accounts receivable				37,473				575				–				–				–				–				15				38,063
	Cash and cash equivalents				9,201				6				–				–				–				–				1				9,208
					62,049				597				–				–				–				–				16				62,662
Total assets					187,446				1,705				4,747				506				(608	)			(799	)			628				193,625
LIABILITIES
Non-current liabilities
	Debt				8,858				(26	)			–				–				–				–				(232	)			8,600
	Deferred tax				12,930				206				1,541				246				(139	)			(220	)			280				14,844
	Employee benefit obligations				6,795				21				(1,711	)			–				–				–				(61	)			5,044
	Other provisions				6,828				(1,227	)			–				–				–				–				108				5,709
	Other				5,800				2,014				–				–				–				–				251				8,065
					41,211				988				(170	)			246				(139	)			(220	)			346				42,262
Current liabilities
	Debt				5,734				–				–				–				–				–				28				5,762
	Accounts payable and accrued liabilities				37,909				1,868				–				–				–				–				85				39,862
	Taxes payable				9,058				829				–				–				–				–				(2	)			9,885
	Employee benefit obligations				339				(282	)			(57	)			–				–				–				–				–
	Other provisions				1,812				(1,698	)			–				–				–				–				(114	)			–
					54,852				717				(57	)			–				–				–				(3	)			55,509
Total liabilities					96,063				1,705				(227	)			246				(139	)			(220	)			343				97,771
Minority interest					–				–				–				–				–				–				5,309				5,309
Equity attributable to Shareholders of Royal Dutch and Shell Transport					86,070				–				4,954				260				(469	)			(564	)			294				90,545
Minority interest					5,313				–				20				–				–				(15	)			(5,318	)			–
Total equity					91,383				–				4,974				260				(469	)			(579	)			(5,024	)			90,545
Total liabilities and equity					187,446				1,705				4,747				506				(608	)			(799	)			628				193,625

(1)	Reclassifications are differences in line item allocation under IFRS which do not affect equity compared with that shown under US GAAP. They mainly comprise impacts from reporting all jointly controlled entities using the equity method and separate reporting of all provisions. The impact of the reclassification to report all jointly controlled entities using the equity method will also be reflected in the Supplementary information — Oil and Gas (unaudited) in the Shell Group’s 2005 Annual Report.
(2)	See Note 11.
(3)	Includes the impact of the effect of transition to IFRS on cumulative currency translation differences.

F-116

---

Table of Contents

																Major
												Employee				inspection
				US GAAP				Reclassifications(1)				benefits (a)(2)				costs(2)				Other				IFRS
				$ million
ASSETS
Non-current assets
	Property, plant and equipment				87,088				(1,350	)			–				440				103				86,281
	Intangible assets				4,735				(16	)			(326	)			–				–				4,393
	Investments:
		equity accounted investments			19,371				(118	)			(109	)			113				(78	)			19,179
		financial assets			3,403				–				–				–				(54	)			3,349
	Deferred tax				2,092				–				935				(17	)			53				3,063
	Employee benefit assets				6,516				–				(5,055	)			–				–				1,461
	Other				2,741				(14	)			119				–				33				2,879
					125,946				(1,498	)			(4,436	)			536				57				120,605
Current assets
	Inventories				12,690				(13	)			–				–				–				12,677
	Accounts receivable				29,013				(328	)			–				–				2				28,687
	Cash and cash equivalents				2,117				(10	)			–				–				–				2,107
					43,820				(351	)			–				–				2				43,471
Total assets					169,766				(1,849	)			(4,436	)			536				59				164,076
LIABILITIES
Non-current liabilities
	Debt				9,100				–				–				–				174				9,274
	Deferred tax				15,185				(257	)			(1,596	)			153				316				13,801
	Employee benefit obligations				4,927				(20	)			2,038				–				–				6,945
	Other provisions				3,955				1,072				–				–				(86	)			4,941
	Other				6,054				(1,838	)			–				–				(194	)			4,022
					39,221				(1,043	)			442				153				210				38,983
Current liabilities
	Debt				10,569				–				–				–				6				10,575
	Accounts payable and accrued liabilities				32,383				(1,553	)			–				–				(15	)			30,815
	Taxes payable				5,927				(561	)			–				–				–				5,366
	Employee benefit obligations				–				259				60				–				–				319
	Other provisions				–				1,049				–				–				26				1,075
					48,879				(806	)			60				–				17				48,150
Total liabilities					88,100				(1,849	)			502				153				227				87,133
Minority interests					3,415				–				(20	)			15				(3,410	)			–
Equity attributable to shareholders of Royal Dutch and Shell Transport					78,251				–				(4,918	)			368				(166	)			73,535
Minority interest					–				–				–				–				3,408				3,408
Total equity					78,251				–				(4,918	)			368				3,242				76,943
Total liabilities and equity					169,766				(1,849	)			(4,436	)			536				59				164,076

(1)	Reclassifications are differences in line item allocation under IFRS which do not affect equity compared with that shown under US GAAP. They mainly comprise impacts from reporting all jointly controlled entities using the equity method and separate reporting of all provisions. The impact of the reclassification to report all jointly controlled entities using the equity method will also be reflected in the Supplementary information — Oil and Gas (unaudited) in the Shell Group’s 2005 Annual Report.
(2)	See Note 11.

F-117

 

Table of Contents

---

Table of Contents

---

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

---

Table of Contents

 

---

 

---

 

---

 

---

 

---

 

---

 

---

 

---

 

---

 

---

 

---

 

 

---

 

 

---

 

 

---