ROYAL DUTCH SHELL PLC ANNOUNCES RECOMMENDED OFFER FOR MINORITY SHARES OF SHELL
CANADA
23rd January 2007. Royal Dutch Shell plc (the 'Group') today announced that it
has reached agreement with and obtained the unanimous recommendation of the
Special Committee and Board of Directors of Shell Canada Limited on a revised
offer (the 'Offer') to acquire all of the outstanding common shares of Shell
Canada Limited (Toronto Stock Exchange, ticker symbol SHC) not owned by the
Group at a cash price of C$45 per share.
This Offer would value Shell Canada Limited's fully diluted minority share
capital at approximately C$8.7 billion. The Group owns a 78% stake in Shell
Canada Limited.
The Group intends to proceed with the Offer by way of a take-over bid by Shell
Investments Limited, a wholly owned subsidiary of the Group. A copy of the
take-over bid circular will be mailed to all shareholders of Shell Canada
Limited early next month. The circular will contain the formal valuation of
the common shares carried out by the independent valuator. The Offer, once
launched, will be open for a minimum bid period of not less than 35 days.
The Offer will be conditional on more than 50 (fifty) percent of the
outstanding shares (calculated on a fully diluted basis) held by the minority
shareholders of Shell Canada Limited being tendered as well as other customary
conditions, including the absence of any material adverse change, the
obtaining of any relevant regulatory approvals and the absence of any adverse
litigation, proceeding or legal prohibition in respect of the Offer.


Disclaimer Statement

This document contains forward-looking statements concerning the financial
condition, results of operations and businesses of Royal Dutch Shell. All
statements other than statements of historical fact are, or may be deemed to
be, forward-looking statements. Forward-looking statements are statements of
future expectations that are based on management’s current expectations and
assumptions and involve known and unknown risks and uncertainties that could
cause actual results, performance or events to differ materially from those
expressed or implied in these statements. Forward-looking statements include,
among other things, statements concerning the potential exposure of Royal
Dutch Shell to market risks and statements expressing management’s
expectations, beliefs, estimates, forecasts, projections and assumptions.
These forward-looking statements are identified by their use of terms and
phrases such as ‘‘anticipate’’, ‘‘believe’’, ‘‘could’’, ‘‘estimate’’,
‘‘expect’’, ‘‘intend’’, ‘‘may’’, ‘‘plan’’, ‘‘objectives’’, ‘‘outlook’’,
‘‘probably’’, ‘‘project’’, ‘‘will’’, ‘‘seek’’, ‘‘target’’, ‘‘risks’’,
‘‘goals’’, ‘‘should’’ and similar terms and phrases. There are a number of
factors that could affect the future operations of Royal Dutch Shell and could
cause those results to differ materially from those expressed in the
forward-looking statements included in this Report, including (without
limitation): (a) price fluctuations in crude oil and natural gas; (b) changes
in demand for the Group’s products; (c) currency fluctuations; (d) drilling
and production results; (e) reserve estimates; (f) loss of market and industry
competition; (g) environmental and physical risks; (h) risks associated with
the identification of suitable potential acquisition properties and targets,
and successful negotiation and completion of such transactions; (i) the risk
of doing business in developing countries and countries subject to
international sanctions; (j) legislative, fiscal and regulatory developments
including potential litigation and regulatory effects arising from
recategorisation of reserves; (k) economic and financial market conditions in
various countries and regions; (l) political risks, project delay or
advancement, approvals and cost estimates; and (m) changes in trading
conditions. All forward-looking statements contained in this document are
expressly qualified in their entirety by the cautionary statements contained
or referred to in this section. Readers should not place undue reliance on
forward-looking statements. Each forward-looking statement speaks only as of
the date of this presentation. Neither Royal Dutch Shell nor any of its
subsidiaries undertake any obligation to publicly update or revise any
forward-looking statement as a result of new information, future events or
other information. In light of these risks, results could differ materially
from those stated, implied or inferred from the forward-looking statements
contained in this document.


The United States Securities and Exchange Commission (SEC) permits oil and gas
companies, in their filings with the SEC, to disclose only proved reserves
that a company has demonstrated by actual production or conclusive formation
tests to be economically and legally producible under existing economic and
operating conditions.  We use certain terms in this presentation, such as “oil
in place" that the SEC's guidelines strictly prohibit us from including in
filings with the SEC.  U.S. Investors are urged to consider closely the
disclosure in our Form 20-F, File No 1-32575 and disclosure in our Forms 6-K
file No, 1-32575, available on the SEC website www.sec.gov - opens in new
window. You can also obtain these forms from the SEC by calling
1-800-SEC-0330.


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This Report on Form 6-K is incorporated by reference into:

a) the Registration Statement on Form F-3 of Royal Dutch Shell plc and Shell
International Finance B.V. (Registration Numbers 333-126726 and
333-126726-01); and

b) the Registration Statement on Form S-8 of Royal Dutch Shell plc
(Registration Number 333-126715).