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PROSPECTUS SUPPLEMENT	Filed pursuant to Rule 424(b)(5)

(To Prospectus dated September 7, 2005)	Registration Statement No. 333-126726

		2012 Notes								2017 Notes
		Per note				Total				Per note				Total
Public offering price(1)			99.908	%		$	499,540,000				99.669	%		$	747,517,500
Underwriting discount			.120	%		$	600,000				.200	%		$	1,500,000
Proceeds before expenses, to us			99.788	%		$	498,940,000				99.469	%		$	746,017,500

	(1)	Plus accrued interest from March 22, 2007 if settlement occurs after that date.

Goldman, Sachs & Co.	Morgan Stanley

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			S-3
SUMMARY			S-4
CAPITALIZATION			S-7
USE OF PROCEEDS			S-7
DESCRIPTION OF NOTES			S-8
UNDERWRITING			S-15

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	•	incorporated documents are considered part of this prospectus supplement and the attached prospectus;
	•	we can disclose important information to you by referring you to those documents; and
	•	information that we file with or furnish to the SEC will automatically update and supersede this prospectus supplement and the attached prospectus.

	•	all of our subsequent annual reports on Form 20-F that are filed with the SEC under the Securities Exchange Act of 1934, as amended, or the Exchange Act;
	•	any reports on Form 6-K filed or furnished by us pursuant to the Exchange Act that expressly state that we incorporate them by reference; and
	•	reports filed under Sections 13(a) and (c) of the Exchange Act.

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	•	Exploration & Production: Searches for, finds and produces crude oil and natural gas. Builds and operates the infrastructure needed to deliver hydrocarbons to market.
	•	Gas & Power: Liquefies and transports natural gas, develops gas markets and infrastructure including natural gas-fired power plants and engages in the marketing and trading of natural gas and electricity. Converts natural gas to liquids to provide clean fuels.
	•	Oil Products: Markets transportation fuels, lubricants and specialty products. Refines, supplies, trades and ships crude oil and petroleum products.
	•	Chemicals: Produces and sells petrochemicals to industrial customers globally.
	•	Other industry segments: Comprises Shell Renewables and Hydrogen.

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Notes:		$500,000,000 aggregate principal amount of 4.95% Guaranteed Notes due 2012.
		$750,000,000 aggregate principal amount of 5.20% Guaranteed Notes due 2017.
Guarantee:		The notes will be fully and unconditionally guaranteed by Royal Dutch Shell as to the payment of principal, premium (if any) and interest, including any additional amounts that may be payable.
Maturity:		We will repay the 2012 Notes at 100% of their principal amount plus accrued interest on March 22, 2012 and the 2017 Notes at 100% of their principal amount plus accrued interest on March 22, 2017.
Interest payment dates:		Every March 22 and September 22, commencing on September 22, 2007.
Regular record dates:		Every March 7 and September 7.
Ranking:		The notes and the guarantees will constitute unsecured and unsubordinated indebtedness of Shell Finance and Royal Dutch Shell, respectively, and will rank equally with all other unsecured and unsubordinated indebtedness from time to time outstanding.
Optional redemption:		The 2012 Notes will be redeemable as a whole or in part, at the option of Shell Finance at any time, at a redemption price equal to the greater of (i) 100% of the principal amount of such series of notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points, plus in each case accrued interest thereon to the date of redemption.
		The 2017 Notes will be redeemable as a whole or in part, at the option of Shell Finance at any time, at a redemption price equal to the greater of (i) 100% of the principal amount of such series of notes and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus in each case accrued interest thereon to the date of redemption.
Tax redemption:		In the event of tax law changes that require us to pay additional amounts as described under “Description of Debt Securities — Provisions Applicable to Each Indenture — Optional Tax Redemption” in the attached prospectus, we may call each series of notes for redemption, in whole but not in part, prior to maturity.

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Substitution:		We may cause Royal Dutch Shell or any subsidiary of Royal Dutch Shell to assume the obligations of Shell Finance under each series of notes. Additionally, should any entity become the 100% owner of Royal Dutch Shell, such entity may assume the obligations of Royal Dutch Shell. U.S. tax implications of these provisions to holders are described under “Taxation — U.S. Taxation — U.S. Taxation of Debt Securities — Merger and Consolidation/ Substitution of Issuer” of the attached prospectus.
Book-entry issuance, denominations, settlement and clearance:		We will issue the notes in fully registered form in denominations of $1,000 and integral multiples thereof. Each series of notes will be represented by one or more global securities registered in the name of a nominee of The Depository Trust Company, referred to as DTC. You will hold beneficial interests in the notes through DTC and its direct and indirect participants, including Euroclear and Clearstream, Luxembourg, and DTC and its direct and indirect participants will record your beneficial interest on their books. We will not issue certificated notes except in limited circumstances that we explain under “Legal Ownership — Global Securities — Special Situations When the Global Security Will Be Terminated” in the attached prospectus. For information on DTC’s book-entry system, see “Clearance and Settlement — The Clearing Systems — DTC” in the attached prospectus.
Further Issues:		We may, without the consent of the holders of any series of notes, issue additional notes of such series having the same ranking and same interest rate, maturity date, redemption terms and other terms as such series of notes described in this prospectus supplement (except for the price to the public and issue date). Any such additional notes, together with the applicable series of notes offered by this prospectus supplement, will constitute a single series of securities under the indenture relating to the notes. There is no limitation on the amount of notes or other debt securities that we may issue under that indenture.
Listing:		Application will be made for listing of the notes on the New York Stock Exchange.
Use of proceeds:		We intend to use the net proceeds from the sale of the notes for general corporate purposes.
Trustee and Principal Paying Agent:		Deutsche Bank Trust Company Americas.
Closing and Delivery:		We currently expect delivery of the notes to occur on March 22, 2007.
Risk Factors:		You should carefully consider all of the information in this prospectus supplement and the attached prospectus, which includes information incorporated by reference. In particular, you should evaluate the specific factors under “Risk Factors” beginning on page 4 of the attached prospectus for risks involved with an investment in the notes.

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			December				Adjusted for
			31, 2006				Offering
			(unaudited)				(unaudited)
			$ million				$ million
Equity
Total equity attributable to shareholders of Royal Dutch Shell plc				108,018				108,018
Total debt
Short-term debt				6,017				6,017
Long-term debt(1)				6,880				8,130
	Total debt(2)			12,897				14,147
Total capitalization				120,915				122,165

(1)	Long-term debt excludes $2.7 billion of certain tolling commitments.
(2)	As of December 31, 2006, the Shell Group had outstanding guarantees of $2.8 billion, of which $2.0 billion related to project financing.

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	Optional Redemption

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	(i)	the ownership of, or certain rights over, shares representing five percent or more of the total issued and outstanding capital of Royal Dutch Shell or of the issued and outstanding capital of any class of shares of Royal Dutch Shell;
	(ii)	the rights to acquire shares, whether or not already issued, representing five percent or more of the total issued and outstanding capital of Royal Dutch Shell, or of the issued and outstanding capital of any class of shares of Royal Dutch Shell; or
	(iii)	certain profit participating certificates that relate to five percent or more of the annual profit of Royal Dutch Shell or to five percent or more of the liquidation proceeds of Royal Dutch Shell.

	(a)	distributions of profits in cash or in kind, whatever they may be named or in whatever form;
	(b)	proceeds from our liquidation or, as a rule, proceeds from the repurchase of shares by us, in excess of the average paid-in capital recognized for Dutch dividend withholding tax purposes;
	(c)	the par value of shares issued to a holder of shares or an increase in the par value of shares, to the extent that no capital contribution, recognized for Dutch dividend withholding tax purposes, has been made or will be made; and
	(d)	partial repayment of paid-in capital that is:

	(i)	not recognized for Dutch dividend withholding tax purposes; or
	(ii)	recognized for Dutch dividend withholding tax purposes, to the extent that we have net profits (zuivere winst), unless (I) the general meeting of our shareholders has resolved in advance to make such repayment and (II) the par value of the shares concerned has been reduced by an equal amount by way of an amendment to our articles of association.

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	•	if the U.S. holder is an exempt pension trust as described in article 35 of the Convention, or an exempt organization as described in article 36 of the Convention, the U.S. holder will be exempt from Dutch dividend withholding tax; and
	•	if the U.S. holder is a company which holds directly at least 10 percent of the voting power in us, the U.S. holder will be subject to Dutch dividend withholding tax at a rate not exceeding 5%.

	(i)	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 ordinary shares or ADRs are attributable;
	(ii)	the holder is an individual derives benefits from miscellaneous activities (resultaat uit overige werkzaamheden) performed in The Netherlands in respect of the ordinary shares or ADRs, including, without limitation, activities which are beyond the scope of active portfolio investment activities; or
	(iii)	the holder is entitled, other than by way of the holding of securities, to a share in the profits of an enterprise effectively managed in the Netherlands to which enterprise the shares are attributable.

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	(i)	the U.S. holder is a resident or is deemed to be a resident of The Netherlands;
	(ii)	at the time of the gift or the death of the U.S. holder, his or her ordinary shares or ADRs are attributable to an enterprise (or an interest in an enterprise) which is, in whole or in part, carried on through a permanent establishment or permanent representative in the Netherlands;
	(iii)	ordinary shares or ADRs are acquired by way of a gift from a holder who passes away within 180 days after the date of the gift and who is not and is not deemed to be a resident of The Netherlands at the time of the gift, but is or is deemed to be at the time of his death a resident of The Netherlands; or
	(iv)	the U.S. holder is entitled to a share in the profits of an enterprise effectively managed in the Netherlands, other than by way of the holding of securities or through an employment contract, to which enterprise the ordinary shares or ADRs are attributable.

	(i)	the Debt Securities are subordinated to senior debt of the issuer;
	(ii)	the Debt Securities do not have a final maturity date or have a term of more than 50 years; and
	(iii)	any amount whatsoever to be paid under the Debt Securities is either wholly or mainly dependent on the amount of profits realised or distributed by the issuer.

	(i)	the Debt 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 Debt Securities are attributable;

	(ii)	the Debt Holder is an individual and derives benefits from miscellaneous activities (overige werkzaamheden) carried out in The Netherlands in respect of the Debt Securities, including, without limitation, activities which are beyond the scope of active portfolio investment activities; or
	(iii)	the Debt Holder is entitled, other than by way of the holding of securities, to a share in the profits of an enterprise effectively managed in the Netherlands to which enterprise the Debt Securities are attributable.

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	(i)	the Debt Holder is a resident or is deemed to be a resident of The Netherlands;
	(ii)	at the time of the gift or the death of the Debt Holder, his or her Debt Securities are attributable to an enterprise (or an interest in an enterprise) which is, in whole or in part, carried on through a permanent establishment or permanent representative in the Netherlands; or
	(iii)	if the Debt Securities are acquired by way of a gift from a holder who passes away within 180 days after the date of the gift and who is not, and is not deemed to be, at the time of the gift, but is, or is deemed to be at the time of his death, a resident of The Netherlands; or
	(iv)	the Debt Holder is entitled to a share in the profits of an enterprise effectively managed in the Netherlands, other than by way of the holding of securities or through an employment contract, to which enterprise the Debt Securities are attributable.

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			Principal Amount				Principal Amount
Underwriter			of 2012 Notes				of 2017 Notes
Goldman, Sachs & Co.			$	250,000,000			$	375,000,000
Morgan Stanley & Co. Incorporated			$	250,000,000			$	375,000,000
	Total		$	500,000,000			$	750,000,000

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	(a)	to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
	(b)	to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
	(c)	to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Joint Book-Running Managers; or
	(d)	in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of notes shall require Shell Finance or any underwriter or dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

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		Page
About this Prospectus			2
Royal Dutch Shell plc			3
Shell International Finance B.V.			3
Risk Factors			4
Forward Looking Statements			9
Where You Can Find More Information About Us			10
Enforceability of Certain Civil Liabilities			12
Ratio of Earnings to Fixed Charges			14
Capitalization and Indebtedness			15
Use of Proceeds			15
Legal Ownership			16
Description of Debt Securities			18
Description of Royal Dutch Shell Warrants			29
Description of Royal Dutch Shell Ordinary Shares			31
Description of Royal Dutch Shell American Depositary Receipts			47
Clearance and Settlement			53
Taxation			57
Plan of Distribution			73
Exchange Controls			75
Limitations on Rights to Own Securities			75
Legal Matters			75
Experts			75
Expenses			75

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	•	Exploration & Production: Searches for, finds and produces crude oil and natural gas. Builds and operates the infrastructure needed to deliver hydrocarbons to market.
	•	Gas & Power: Liquefies and transports natural gas, develops gas markets and infrastructure including gas-fired power plants and engages in the marketing and trading of natural gas and electricity. Converts natural gas to liquids to provide clean fuels.
	•	Oil Products: Markets transportation fuels, lubricants and specialty products. Refines, supplies, trades and ships crude oil and petroleum products.
	•	Chemicals: Produces and sells petrochemicals to industrial customers globally.
	•	Other industry segments comprises technical consultancy services, Shell Renewables and Hydrogen.

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	•	price fluctuations in crude oil and natural gas;
	•	changes in demand for the Shell Group’s products;
	•	currency fluctuations;
	•	drilling and production results;
	•	reserve estimates;
	•	loss of market and industry competition;
	•	environmental and 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; and
	•	the development of a trading market in the securities described herein.

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	•	the 2004 20-F and all subsequent annual reports of Royal Dutch Shell filed on Form 20-F;
	•	the report on Form 6-K of Royal Dutch and Shell Transport furnished to the SEC on May 9, 2005 containing the condensed interim financial information of the Royal Dutch/Shell Group, Royal Dutch and Shell Transport as of and for the quarter ended March 31, 2005;
	•	the reports on Form 6-K of Royal Dutch furnished to the SEC on May 31, 2005 (furnishing the Notice of Meeting) and July 5, 2005 (furnishing the report of the 2005 Annual General Meeting);
	•	the description of our capital stock furnished in our report on Form 6-K dated July 20, 2005 (the “Capital Stock Form 6-K”), and any future descriptions of our share capital filed in our reports under the Exchange Act;
	•	the financial statements of Royal Dutch Shell as of December 31, 2004 and 2003 and for each of the three years in the period ended December 31, 2004 furnished in our report on Form 6-K dated July 20, 2005 (the “RDS Financials Form 6-K”);
	•	the report on Form 6-K of Royal Dutch Shell and Royal Dutch furnished to the SEC on August 11, 2005 announcing the results of the subsequent offer acceptance period;
	•	the report on Form 6-K of Royal Dutch Shell furnished to the SEC on August 26, 2005 containing the condensed interim financial information of Royal Dutch Shell for the three and six month periods ended June 30, 2005 (the “RDS Interim Financials Form 6-K”); and
	•	our reports on Form 6-K furnished to the SEC after the date of this prospectus to the extent that the forms expressly state that we incorporate them by reference in this prospectus.

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	Royal Dutch Shell plc
	Carel van Bylandtlaan 30
	2596 HR The Hague
	The Netherlands
	Tel. No.: (011 31 70) 377 9111

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	•	the relevant U.S. court did not have jurisdiction under English rules of private international law to give the judgment;
	•	the judgment was not final and conclusive on the merits. A foreign judgment which could be abrogated or varied by the court which pronounced it is not a final judgment. However, a judgment will be treated as final and conclusive even though it is subject to an appeal or if an appeal is actually pending, although in such a case a stay of execution in England may be ordered pending such an appeal. If the judgment is given by a court of a law district forming part of a larger federal system such as in the U.S., the finality and conclusiveness of the judgment in the law district where it was given alone are relevant in England. Its finality and conclusiveness in other parts of the federal system are irrelevant;
	•	the judgment is not for a definite sum of money or is for a sum payable in respect of taxes or other charges of a like nature or in respect of a fine or other penalty or otherwise based on a U.S. law that an English court considers to be a penal, revenue or other public law;

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	•	the enforcement of such judgment would contravene public policy in England and Wales;
	•	the enforcement of the judgment is prohibited by statute (for example section 5 of the Protection of Trading Interests Act 1980 prohibits the enforcement of foreign judgments for multiple damages and other foreign judgments specified by statutory instrument concerned with restrictive trade practices. A judgment for multiple damages is defined as a judgment for an amount arrived at by doubling, trebling or otherwise multiplying a sum assessed as compensation for the loss or damage sustained by the judgment creditor);
	•	the English proceedings were not commenced within the relevant limitation period;
	•	before the date on which the U.S. court gave judgment, a judgment has been given in proceedings between the same parties or their privies in a court in the UK or in an overseas court which the English court will recognize;
	•	the judgment has been obtained by fraud (on either the part of the party in whose favor judgment was given or on the part of the court pronouncing the judgment) or in proceedings in which the principles of natural justice were breached;
	•	the bringing of proceedings in the relevant U.S. court was contrary to an agreement under which the dispute in question was to be settled otherwise than by proceedings in the U.S. courts (to whose jurisdiction the judgment debtor did not submit by counterclaim or otherwise); or
	•	an order has been made and remains effective under section 9 of the UK Foreign Judgments (Reciprocal Enforcement) Act 1933 applying that section to U.S. courts including the relevant U.S. court.

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		Year ending December 31,
		2004				2003				2002				2001				2000
Ratio of Earnings to Fixed Charges (U.S. GAAP basis)			21.64				15.58				11.45				17.80				18.51

		Six months ended
		June 30, 2005
Ratio of Earnings to Fixed Charges (IFRS basis)			21.74
Ratio of Earnings to Fixed Charges (U.S. GAAP basis)			25.38

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			June 30, 2005
			$ million
Share Capital
Equity share capital				583
Preference shares				20
Additional paid in capital				5,483
Treasury shares				(3,969	)
Other comprehensive income				19
Retained earnings				90,156
	Total share capital			92,292
Total finance debt
Short-term finance debt				5,484
Long-term finance debt(1)				4,840
	Total finance debt(2)			10,324
Total capitalization				102,616

(1)	Long-term finance debt excludes $2.7 billion of certain long-term commitments included in amounts due to banks and other credit institutions.
(2)	As of June 30, 2005, the Shell Group had outstanding guarantees related to Shell Group associates of $2.9 billion, of which $1.8 billion related to guarantees in respect of financial indebtedness. $10.0 billion of the finance debt of the Shell Group was unsecured.

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	•	how it handles securities payments and notices;
	•	whether it imposes fees or charges;
	•	how it would handle voting if it were ever required;
	•	whether and how you can instruct it to send you securities registered in your own name so you can be a direct holder as described below; and
	•	how it would pursue rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests.

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	•	You cannot get securities registered in your own name.
	•	You cannot receive physical certificates for your interest in the securities.
	•	You will be a street name holder and must look to your own bank or broker for payments on the securities and protection of your legal rights relating to the securities, as explained earlier under “Street Name and Other Indirect Holders”.
	•	You may not be able to sell interests in the securities to some insurance companies and other institutions that are required by law to own their securities in the form of physical certificates.
	•	The depositary’s policies will govern payments, transfers, exchange and other matters relating to your interest in the global security. We and the trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in the global security. We and the trustee also do not supervise the depositary in any way.
	•	The depositary will require that interests in a global security be purchased or sold within its system using same-day funds. By contrast, payment for purchases and sales in the market for corporate bonds and other securities is generally made in next-day funds. The difference could have some effect on how interests in global securities trade, but we do not know what that effect will be.

	•	When the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary.
	•	When an event of default on the securities has occurred and has not been cured. Defaults on debt securities are discussed below under “Description of Debt Securities — Provisions Applicable to Each Indenture — Events of Default”.
	•	If we determine not to have the securities represented by a global security.

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	•	whether the debt securities will be senior or subordinated debt securities;
	•	whether Royal Dutch Shell or Shell Finance will be the issuer of the debt securities;
	•	any stock exchange on which debt securities will be listed;
	•	the title of the debt securities;
	•	the total principal amount of the debt securities of the series offered and any limit on the future issuance of additional securities of that series;
	•	whether the debt securities will be issued in individual certificates to each holder or in the form of temporary or permanent global securities held by a depositary on behalf of holders;
	•	the date or dates on which the principal of and any premium on the debt securities will be payable;
	•	any interest rate, which may be fixed or variable, the date from which interest will accrue, interest payment dates and record dates for interest payments;
	•	any right to extend or defer the interest payment periods and the duration of the extension;
	•	any mandatory or optional sinking funds or analogous provisions or provisions for redemption at the option of the holder;
	•	whether and under what circumstances any additional amounts with respect to the debt securities will be payable;
	•	the place or places where payments on the debt securities will be payable;
	•	any provisions for optional redemption or early repayment, including conditions precedent for such optional redemption;
	•	any provisions that would require the redemption, repurchase or repayment of debt securities;
	•	whether payments on the debt securities will be payable in currency or currency units or another form and whether payments will be payable by reference to any index or formula;
	•	the portion of the principal amount of debt securities that will be payable if the maturity is accelerated, if other than the entire principal amount;
	•	any additional means of defeasance of the debt securities, any additional conditions or limitations to defeasance of the debt securities or any changes to those conditions or limitations;
	•	any changes or additions to the events of default or covenants described in this prospectus;
	•	any restrictions or other provisions relating to the transfer or exchange of debt securities;
	•	any terms for the mandatory or optional conversion or exchange of the debt securities;
	•	with respect to the subordinated indenture, any changes to the subordination provisions for the subordinated debt securities described in this prospectus;
	•	the currency of payment and the denominations in which the debt securities will be issuable; and
	•	any other terms of the debt securities not inconsistent with the applicable indenture.

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	•	it is the continuing corporation; or
	•	if it is not the continuing corporation, the resulting entity or transferee assumes the performance of its covenants and obligations under the indentures and, in the case of Royal Dutch Shell or Shell Finance as issuer, the due and punctual payments on the debt securities or, in the case of Royal Dutch Shell with respect to the debt securities of Shell Finance, the performance of the related guarantee;

and in either case, if the continuing corporation is not a U.S., UK or Dutch company it must be a member of the Organisation for Economic Cooperation and Development (or any successor) and it must also agree in a supplemental indenture to be bound by a covenant comparable to that described under “Payment of Additional Amounts” below with respect to taxes imposed in its jurisdiction of residence. In such cases the continuing corporation will benefit from any optional redemption provision for tax reasons as described below under “— Optional Tax Redemption” or provided for in the prospectus supplement.

	•	failure to pay interest or any additional amounts on that series of debt securities for 30 days when due;
	•	failure to pay principal of or any premium on that series of debt securities for 14 days when due;
	•	failure to redeem or purchase debt securities of that series for 14 days when required;
	•	failure to comply with any covenant or agreement in that series of debt securities for 90 days after written notice by the trustee or by the holders of at least 25% in principal amount of the outstanding debt securities issued under that indenture that are affected by that failure;

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	•	specified events involving bankruptcy, insolvency or reorganization of Royal Dutch Shell and, with respect to Shell Finance’s debt securities, Royal Dutch Shell or Shell Finance; and
	•	any other event of default provided for that series of debt securities.

	•	the holder gives the trustee written notice of a continuing event of default for that series;
	•	the holders of at least 25% in principal amount of the outstanding debt securities of that series make a written request to the trustee to pursue the remedy;
	•	the holders offer to the trustee indemnity satisfactory to the trustee;
	•	the trustee fails to act for a period of 60 days after receipt of the request and offer of indemnity; and
	•	during that 60-day period, the holders of a majority in principal amount of the debt securities of that series do not give the trustee a direction inconsistent with the request.

	•	conducting any proceeding for any remedy available to the trustee; and
	•	exercising any trust or power conferred on the trustee relating to or arising as a result of an event of default.

	•	reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver;
	•	reduce the rate of or change the time for payment of interest on the debt security;
	•	reduce the principal of the debt security or change its stated maturity;
	•	reduce any premium payable on the redemption of the debt security or change the time at which the debt security may or must be redeemed;
	•	change any obligation to pay additional amounts on the debt security;

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	•	make payments on or with respect to the debt security payable in currency other than as originally stated in the debt security, except as permitted under “Redenomination” below;
	•	impair the holder’s right to institute suit for the enforcement of any payment on or with respect to the debt security;
	•	make any change in the percentage of principal amount of debt securities necessary to waive compliance with certain provisions of the indenture or to make any change in the provision related to modification;
	•	with respect to the subordinated indentures, modify the provisions relating to the subordination of any subordinated debt security in a manner adverse to the rights of holder of that security in any material respect; or
	•	waive a continuing default or event of default regarding any payment on or with respect to the debt securities.

	•	to cure any ambiguity, omission, defect or inconsistency;
	•	to comply with the sections of the indenture governing when Royal Dutch Shell or Shell Finance may merge (or consummate a similar transaction), transfer their assets or substitute obligors, including any assumption of the obligations of Shell Finance under any series of debt securities by Royal Dutch Shell or any other subsidiary of Royal Dutch Shell or any Voluntary Assumption;
	•	to provide for uncertificated debt securities in addition to or in place of certificated debt securities, provided, however, that the uncertificated debt securities are issued in a registered form for purposes of Section 163(f) of the Code (as defined in “Taxation — U.S. Taxation”) or in a manner such that such uncertificated debt securities are described in Section 163(f)(2)(B) of the Code;
	•	to provide any security for, any guarantees of or any additional obligors on any series of debt securities or, with respect to the senior indenture, the related guarantees;
	•	to comply with any requirement to effect or maintain the qualification of that indenture under the Trust Indenture Act of 1939;
	•	to add covenants that would benefit the holders of any debt securities or to surrender any rights Royal Dutch Shell or, with respect to the Shell Finance indentures, Royal Dutch Shell or Shell Finance has under the indenture;
	•	to add events of default with respect to any debt securities;
	•	to establish the form or terms of securities of any series as permitted by the Indenture;
	•	to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to the Indenture; provided, however, that any such action shall not adversely affect the interest of the Holders of Securities of such series or any other series of Securities in any material respect;
	•	to provide for the appointment of a successor Trustee with respect of the Securities of one or more series or to provide for the administration of the trusts under the indenture by more than one Trustee; and
	•	to make any change that does not adversely affect the rights of holders of any outstanding debt securities of any series issued under that indenture.

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	•	Royal Dutch Shell and, with respect to the Shell Finance indentures, Royal Dutch Shell and Shell Finance will be discharged from its or their obligations with respect to the debt securities of that series and, if applicable, the related guarantees (“legal defeasance”); or
	•	Royal Dutch Shell and, with respect to the Shell Finance indentures, Royal Dutch Shell and Shell Finance will no longer have any obligation to comply with the merger covenant and other specified covenants under the applicable indenture, and the related events of default will no longer apply (“covenant defeasance”).

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	•	any debt security during a period beginning 15 business days prior to the mailing of the relevant notice of redemption or repurchase and ending on the close of business on the day of mailing of such notice; or
	•	any debt security that has been called for redemption in whole or in part, except the unredeemed portion of any debt security being redeemed in part.

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	•	Royal Dutch Shell, or in the case of debt securities issued by Shell Finance, Royal Dutch Shell or Shell Finance, would be required to pay additional amounts as described later under “Payment of Additional Amounts”; or
	•	Royal Dutch Shell or any of its subsidiaries would have to deduct or withhold tax on any payment to any of the issuers to enable them to make a payment of principal or interest on a debt security.

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	•	The U.S. government or any political subdivision of the U.S. government is the entity that is imposing the tax or governmental charge.
	•	The tax or governmental charge is imposed only because the holder, or a fiduciary, settlor, beneficiary or member or shareholder of, or possessor of a power over, the holder, if the holder is an estate, trust, partnership or corporation, was or is connected to the taxing jurisdiction, other than by merely holding the debt security or guarantee or receiving principal or interest in respect thereof. These connections include where the holder or related party:

	•	is or has been a citizen or resident of the jurisdiction;
	•	is or has been engaged in trade or business in the jurisdiction; or
	•	has or had a permanent establishment in the jurisdiction.

	•	The holder is a fiduciary, partnership or other entity that is not the sole beneficial owner of the payment of the principal of, or any interest on, any debt security, and the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) require the payment to be included in the income of a beneficiary or settlor for tax purposes with respect to such fiduciary, a member of such partnership or other entity, or a beneficial owner who would not have been entitled to such additional amounts had such beneficiary, settlor, member or beneficial owner been the holder of such security. The amount of the additional payments otherwise payable to such fiduciary, partnership or other entity will be reduced in proportion to the interest that the ultimate beneficial owners described in the previous sentence own in such holder.
	•	The tax or governmental charge is imposed due to the presentation of a debt security, if presentation is required, for payment on a date more than 30 days after the security became due or after the payment was provided for.
	•	The tax or governmental charge is on account of an estate, inheritance, gift, sale, transfer, personal property or similar tax or other governmental charge.
	•	The tax or governmental charge is for a tax or governmental charge that is payable in a manner that does not involve withholdings.
	•	The tax or governmental charge is imposed or withheld because the holder or beneficial owner failed to make a declaration (of nonresidence or other similar claim for exemption) or satisfy any information requirements that the statutes, treaties, regulations or administrative practices of the taxing jurisdiction require as a precondition to exemption from all or part of such tax or governmental charge.
	•	The tax or governmental charge is imposed or withheld because the holder or beneficial owner failed to comply with any request by Royal Dutch Shell or Shell Finance to provide information about the nationality, residence or identity of the holder or beneficial owner.
	•	The withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to European

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		Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings income.
	•	The withholding or deduction is imposed on a payment to a holder or beneficial owner who could have avoided such withholding or deduction by presenting its debt securities to another paying agent.

	(i)	each series of debt securities denominated in the specified currency will be deemed to be denominated in such amount of euro as is equivalent to its denomination in the specified currency at the Established Rate, subject to such provisions (if any) as to rounding (and payments in respect of fractions consequent on rounding) as Royal Dutch Shell or Shell Finance, as applicable, may decide with the approval of the trustee, and as shall be specified in the notice;
	(ii)	after the Redenomination Date, all payments in respect of such series of debt securities will be made solely in euro, including payments of interest before the Redenomination Date, as though reference in the series of debt securities to the specified currency were to euro; and
	(iii)	such changes may be made to the relevant indenture as Royal Dutch Shell or Shell Finance may decide, with the approval of the trustee, as may be specified in the notice, to conform it to conventions then applicable to instruments denominated in euro or to enable the Notes to be consolidated within one or more series of other notes, whether or not originally denominated in the specified currency or euro.

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	•	the initial offering price;
	•	the currency, currency unit or composite currency in which the exercise price for the debt warrants is payable;
	•	the title, aggregate principal amount, issuer and terms of the debt securities that can be purchased upon exercise of the debt warrants;
	•	the title, aggregate principal amount, issuer and terms of any related debt securities with which the debt warrants are issued and the number of the debt warrants issued with each debt security;
	•	if applicable, whether and when the debt warrants and the related debt securities will be separately transferable;
	•	the principal amount of debt securities that can be purchased upon exercise of each debt warrant and the exercise price;
	•	the date on or after which the debt warrants may be exercised and any date or dates on which this right will expire in whole or in part;
	•	if applicable, a discussion of material Dutch, UK and U.S. federal income tax, accounting or other considerations applicable to the debt warrants;
	•	whether the debt warrants will be issued in registered or bearer form, and, if registered, where they may be transferred and registered; and
	•	any other terms of the debt warrants.

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	•	the title and aggregate number of such warrants;
	•	the initial offering price;
	•	the currency, currency unit or composite currency, in which the initial price for the equity warrants is payable;
	•	the currency, currency unit or composite currency in which the exercise price for the equity warrants is payable;
	•	the designation and terms of the equity securities (for example, ordinary shares or preferred stock) that can be purchased upon exercise of such warrants;
	•	the total number of equity shares that can be purchased upon exercise of each such warrant and the exercise price;
	•	the date or dates on or after which the equity warrants may be exercised and any date or dates on which this right will expire in whole or in part;
	•	the designation and terms of any related equity shares with which such warrants are issued and the number of such warrants issued with each equity share;
	•	if applicable, whether and when the equity warrants and the related equity shares will be separately transferable;
	•	if applicable, a discussion of material Dutch, UK and U.S. federal income tax, accounting or other considerations applicable to the such warrants; and
	•	any other terms of the equity warrants, including terms, procedures and limitations relating to the exchange and exercise of the such warrants.

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		Authorized				Authorized				Issued				Issued
		(number)				(amount)				(number)				(amount)
Class A ordinary shares of €0.07 each			4,077,297,250			€	285,410,808				4,059,960,000			€	284,197,200
Class B ordinary shares of €0.07 each			2,759,360,000			€	193,155,200				2,759,360,000			€	193,155,200
Sterling deferred shares of £1 each			50,000			£	50,000				50,000			£	50,000
Unclassified shares of €0.07 each			3,101,000,000			€	217,070,000				Nil				Nil

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	•	change the name of a company;
	•	alter a company’s capital structure;
	•	change or amend the rights of shareholders;
	•	permit a company to issue new shares for cash without applying shareholders’ pre-emptive rights;
	•	amend a company’s objects clause in its memorandum of association;
	•	amend a company’s articles of association; and
	•	carry out other matters for which a company’s articles of association or the Companies Act prescribe that a “special resolution” is required.

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	(i)	consolidate, or consolidate and then divide, all or any of our share capital into shares of a larger amount than the existing shares;
	(ii)	divide some or all of our shares into shares of a smaller amount than the existing shares. The resolution can provide that holders of the divided shares will have different rights and restrictions if those rights or restrictions are of a kind which we can apply to new shares; and
	(iii)	cancel any shares which have not been taken, or agreed to be taken, by anyone at the date of the resolution and reduce the amount of our share capital by the amount of the canceled shares.

(1)	However, any further issue of Class B ordinary shares is subject to advance consultation with the Dutch Revenue Service.

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	(i)	A share transfer form cannot be used to transfer more than one class of shares. Each class needs a separate form;
	(ii)	Transfers may not be in favor of more than four joint holders; and
	(iii)	The share transfer form must be properly stamped or certified or otherwise shown to our directors to be exempt from stamp duty and must be accompanied by the relevant share certificate and such other evidence of the right to transfer as our directors may reasonably require.

	(i)	Registration of a transfer of uncertificated shares can be refused in the circumstances set out in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time; and
	(ii)	Transfers may not be in favor of more than four joint holders.

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	•	be able to attend and speak at, all of our general meetings;
	•	be able to give directions as to voting at all of our general meetings; and

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	•	be able to receive dividends via Euroclear Nederland and participate in capital events,

	•	receive notices of, and be able to attend and speak at, all of our general meetings;
	•	be able to give directions as to voting at all of our general meetings;
	•	have made available to them and be sent, on request, copies of our annual report and accounts and all the other documents issued to shareholders by us;
	•	be able to receive dividends via the Corporate Nominee Service;
	•	be able to participate in capital events in the same manner as registered holders of the same class of our shares; and
	•	be treated in the same manner as registered holders of the same class of our shares in respect of all other rights attaching to those shares,

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	•	equity securities (which are securities carrying a right to participate in dividends or capital beyond a specified amount); or
	•	rights to subscribe for or convert into equity securities,

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	(i)	On March 21, 2002, 300 ordinary shares were allotted and issued;
	(ii)	On February 25, 2003, the authorized share capital was increased to £20,000 by the creation of 19,000 ordinary shares of £1 each ranking pari passu for all purposes with the existing ordinary

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		shares. The directors were authorized to allot these shares pursuant to section 80 of the Companies Act;
	(iii)	Subsequently on that date, 13,000 ordinary shares were allotted and issued, fully paid up in cash at par;
	(iv)	On October 21, 2004, the authorized share capital was increased to £50,000 and €315,000,000 by the creation of:

	(a)	30,000 sterling deferred shares of £1 each; and
	(b)	4,500,000,000 euro deferred shares of €0.07 each.

	(v)	Subsequently on that date, 4,148,800,000 euro deferred shares, 30,000 sterling deferred shares and 6,699 sterling ordinary shares were allotted and issued, fully paid up in cash at par;
	(vi)	On April 27, 2005 the Royal Dutch Shell directors resolved, with immediate effect, to redeem 9,760,000 euro deferred shares for €0.01 in total, in accordance with the rights attaching to those shares due to there being more euro deferred shares on issue than were necessary to meet a full acceptance of the offer;
	(vii)	On May 12, 2005, our authorized share capital was increased to £50,000 and €700,000,000 by the creation of:

	•	600,000 Class A ordinary shares of €0.07 each;
	•	2,759,360,000 Class B ordinary shares of €0.07 each; and
	•	2,740,040,000 unclassified shares of €0.07 each (to be classified as Class A ordinary shares or Class B ordinary shares upon allotment at the discretion of our directors(2));

	and our directors were authorized to allot relevant securities (as defined in the Companies Act) up to an aggregate nominal amount of €193,155,200 in connection with the Scheme of Arrangement;

	(viii)	On May 12, 2005, the 360,960,000 unissued euro deferred shares were re-classified as unclassified shares (to be classified as Class A ordinary shares or Class B ordinary shares upon allotment at the discretion of our directors);
	(ix)	On May 13, 2005, our directors resolved to allot, conditional upon the Scheme of Arrangement becoming effective, Class B ordinary shares up to an aggregate nominal value of €193,155,200 to Relevant Holders (as that term is defined in the Scheme of Arrangement) in accordance with the terms of the Scheme of Arrangement;
	(x)	On May 13, 2005, a special resolution was passed conditional on the offer of Royal Dutch Shell Class A ordinary shares for Royal Dutch ordinary shares becoming unconditional (gestand wordt gedaan) in all respects:

	(A)	re-classifying as Class A ordinary shares, immediately upon the offer being declared unconditional (gestand wordt gedaan) in all respects, such number of issued euro deferred shares as is equal to the number of Royal Dutch ordinary shares validly tendered in the offer acceptance period multiplied by two;
	(B)	re-classifying as Class A ordinary shares, on each occasion that Royal Dutch ordinary shares are validly tendered to the offer in the subsequent acceptance period (if any), such number of issued euro deferred shares as is equal to that number of Royal Dutch ordinary shares so tendered multiplied by two; and

(2)	However, any future issue of Class B ordinary shares will only be made after prior consultation with the Dutch Revenue Service.

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	(C)	re-classifying as Class A ordinary shares, on each occasion that Royal Dutch ordinary shares are offered to Royal Dutch Shell for exchange into Class A ordinary shares after the later of the expiry of the offer acceptance period and the expiry of the subsequent acceptance period (if any) but at the absolute discretion of the Royal Dutch Shell directors (and subject to applicable law), such number of issued euro deferred shares as is equal to that number of Royal Dutch ordinary shares so offered multiplied by two;

	(xi)	On May 13, 2005, a special resolution was passed, conditional upon the Scheme of Arrangement becoming effective, reclassifying our sterling ordinary shares as sterling deferred shares;
	(xii)	On July 20, 2005, the order sanctioning the Scheme of Arrangement by the Registrar of Companies in England and Wales was registered;

	(xiii)	On July 20, 2005, the offer was declared unconditional (gestanddoening) and on August 9, 2005, the subsequent offer acceptance period ended; and

	(xiv)	On August 10, 2005, Royal Dutch Shell commenced buybacks of its ordinary shares pursuant to which it has repurchased and cancelled 16,737,250 Class A ordinary shares as of August 26, 2005.

			High				Low
			(U.S.$)
Class A ADRs
	July 2005 (from July 20)			62.15				59.50
	August 2005 (through August 26)			68.08				62.62
Class B ADRs
	July 2005 (from July 20)			64.26				61.77
	August 2005 (through August 26)			70.94				65.01

	•	substantially all members of our executive committee will have their main offices and carry out their managerial activities;
	•	a majority of the heads of the key functions will have their main office and carry out a substantial majority of their activities;

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	•	a corporate secretariat will be located, which will provide all secretarial services to our executive committee, to our board of directors and to the committees of our board of directors;
	•	in principle, all meetings of our board of directors, our executive committee and the committees of our board of directors will be held; and
	•	the majority of the main business units will have their effective place of management.

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	(i)	when the company’s affairs are being or have been conducted in a manner unfairly prejudicial to the interests of all or some shareholders, including the shareholder making the claim; or
	(ii)	when any act or omission of the company is or would be so prejudicial. A court has wide discretion in granting relief, and may authorize civil proceedings to be brought in the name of the company by a shareholder on terms that the court directs.

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	(1)	a director may not vote or be counted in the quorum in respect of any matter in which he is materially interested including any matter related to his own compensation;
	(2)	the directors may exercise Royal Dutch Shell’s power to borrow money provided that the borrowings of the Shell Group shall not, without the consent of an ordinary resolution of shareholders of Royal Dutch Shell, exceed two times Royal Dutch Shell’s adjusted capital and reserves (these powers relating to borrowing may only be varied by special resolution of shareholders);
	(3)	directors over age 70 must retire at each Annual General Meeting, but are eligible for re-election; and
	(4)	directors are not required to hold shares of Royal Dutch Shell to be qualified to be a director.

	(i)	for free, by our shareholders; and
	(ii)	for a fee by any other person.

	(i)	inspect minutes of shareholders’ meetings and obtain copies of the minutes for a fee; and
	(ii)	inspect service contracts of the company’s directors, if the contracts have an unexpired term of more than 12 months or require more than 12 months’ notice to terminate.

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	•	Cash. While the depositary may receive cash dividends and other distributions from us in U.S. dollars (in which case no conversion will be required) to the extent the depositary receives a cash dividend or other cash distribution in a currency other than U.S. dollars, the depositary will convert such cash dividend or other distribution we pay on the shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADR holders to whom it is possible to do so. It will hold the foreign currency it cannot distribute for the account of the ADR holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.

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	Before making a distribution, the depositary will deduct any withholding taxes that must be paid. It will distribute only whole U.S. dollars and cents and will round down fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.

	•	Ordinary shares. The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will use its reasonable efforts to sell shares which would require it to deliver a fractional ADS and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADRs, the outstanding ADSs will also represent the new shares.
	•	Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may make these rights available to you. If the depositary decides, after consultation with us, it is not legal or feasible to make the rights available but that it is practical to sell the rights, the depositary may sell the rights and distribute the proceeds in the same way as it does with cash. The depositary will allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.

	If the depositary makes rights available to you, and you elect to exercise such rights, it will exercise the rights and purchase the shares on your behalf. The depositary will then deposit the shares and deliver ADSs to you. It will only exercise rights if you pay it the exercise price and any other charges the rights require you to pay.
	U.S. securities laws may restrict transfers and cancellation of the ADSs represented by shares purchased upon exercise of rights. For example, you may not be able to trade these ADSs freely in the United States. In this case, the depositary may deliver restricted depositary shares that have the same terms as the ADSs described in this section except for changes needed to put the necessary restrictions in place.

	•	Other Distributions. The depositary will send to you anything else we distribute on deposited securities by any means it thinks is equitable and practical. If it cannot make the distribution in that way, the depositary has a choice, after consulting with us to the extent practical. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. However, the depositary is not required to distribute any securities (other than ADSs) to you unless it receives satisfactory assurance from us that it is legal to make that distribution.

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Persons depositing shares or ADR holders must pay:		For:
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs Registration or transfer fees Expenses of the depositary in converting foreign currency to U.S. dollars Expenses of the depositary Taxes and other governmental charges payable on any ADR or share underlying an ADR, for example, stock transfer taxes, stamp duty or withholding taxes		•   Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property •   Cancellation of ADSs for the purpose of withdrawal, including if the relevant deposit agreement terminates •   Distribution of securities distributed to holders of deposited securities which are distributed by the respective depositaries to ADR holders •   Transfer and registration of shares on our share register to or from the name of the respective depositary or its agent when you deposit or withdraw shares •   Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)

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If we:		Then:
•   Change the nominal or par value of our shares •   Reclassify, split up or consolidate any of the deposited securities •   Distribute securities on the shares that are not distributed to you •   Recapitalize, reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action		The cash, shares or other securities received for the account of the respective depositary will become deposited securities. Each ADS will automatically represent its equal share of the new deposited securities. The respective depositary may distribute some or all of the securities it received. It may also deliver new ADRs or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.

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	•	are only obligated to take the actions specifically set forth in the deposit agreements without negligence or bad faith;
	•	are not liable if any of us is prevented or delayed by law or circumstances beyond our control from performing our obligations under the deposit agreements;
	•	are not liable if any of us exercises discretion permitted under the deposit agreements;
	•	have no obligation to become involved in a lawsuit or other proceeding related to the ADRs or the deposit agreements on your behalf or on behalf of any other person;
	•	may rely upon any documents we believe in good faith to be genuine and to have been signed or presented by the proper party; and
	•	are not liable for the depositaries’ or any of their agents’ reliance upon the authority of any information in, or for the depositaries’ or any of their agents’ compliance with directions from, any DTC participants in connection with the Direct Registration System.

	•	payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities;
	•	satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
	•	compliance with regulations it may establish, from time to time, consistent with the respective deposit agreement, including presentation of transfer documents.

	•	When temporary delays arise because: (i) the respective depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our shares.

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	•	When you or other ADR holders seeking to withdraw shares owe money to pay fees, taxes and similar charges.
	•	When it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to relevant class of ADRs or to the withdrawal of shares or other deposited securities.

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	•	DTC is:

	•	a limited purpose trust company organized under the laws of the State of New York;
	•	a member of the Federal Reserve System;
	•	a “clearing corporation” within the meaning of the Uniform Commercial Code; and
	•	a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

	•	DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes to accounts of its participants. This eliminates the need for physical movement of certificates.
	•	Participants in DTC include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. DTC is partially owned by some of these participants or their representatives.

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	•	Indirect access to the DTC system is also available to banks, brokers, dealers and trust companies that have relationships with participants.
	•	The rules applicable to DTC and DTC participants are on file with the SEC.

	•	Clearstream is a duly licensed bank organized as a société anonyme incorporated under the laws of Luxembourg and is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier).
	•	Clearstream holds securities for its customers and facilitates the clearance and settlement of securities transactions among them. It does so through electronic book-entry changes to the accounts of its customers. This eliminates the need for physical movement of certificates.
	•	Clearstream provides other services to its participants, including safekeeping, administration, clearance and settlement of internationally traded securities and lending and borrowing of securities. It interfaces with the domestic markets in over 30 countries through established depositary and custodial relationships.
	•	Clearstream’s customers include worldwide securities brokers and dealers, banks, trust companies and clearing corporations and may include professional financial intermediaries. Its U.S. customers are limited to securities brokers and dealers and banks.
	•	Indirect access to the Clearstream system is also available to others that clear through Clearstream customers or that have custodial relationships with its customers, such as banks, brokers, dealers and trust companies.

	•	Euroclear is incorporated under the laws of Belgium as a bank and is subject to regulation by the Belgian Banking and Finance Commission (Commission Bancaire et Financière) and the National Bank of Belgium (Banque Nationale de Belgique).
	•	Euroclear holds securities for its customers and facilitates the clearance and settlement of securities transactions among them. It does so through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates.
	•	Euroclear provides other services to its customers, including credit custody, lending and borrowing of securities and tri-party collateral management. It interfaces with the domestic markets of several other countries.
	•	Euroclear customers include banks, including central banks, securities brokers and dealers, trust companies and clearing corporations and may include certain other professional financial intermediaries.
	•	Indirect access to the Euroclear system is also available to others that clear through Euroclear customers or that have relationships with Euroclear customers.
	•	All securities in Euroclear are held on a fungible basis. This means that specific certificates are not matched to specific securities clearance accounts.

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	•	a citizen or resident of the United States;
	•	a corporation, or entity taxable as a corporation, that was created or organized under the laws of the United States or any of its political subdivisions;
	•	an estate whose income is subject to U.S. federal income tax regardless of its source; or
	•	a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized 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.

	•	a dealer in securities or currencies;
	•	a trader in securities that elects to use a mark-to-market method of accounting for its securities holdings;
	•	a regulated investment company;
	•	a real estate investment trust;
	•	a tax-exempt organization;
	•	an insurance company;
	•	a bank;
	•	in the case of warrants, ordinary shares or ADRs, a person that actually or constructively owns 10% or more of the voting stock of Royal Dutch Shell;
	•	a person that holds offered securities as part of a straddle or a hedging or conversion transaction (including, in the case of debt securities, debt securities owned as a hedge, or that are hedged, against interest rate or currency risks);
	•	a person who is an investor in a pass through entity (such as a partnership);
	•	a person who acquires shares through the exercise of options, or otherwise as compensation, or through a tax-qualified retirement plan;
	•	holders of options granted under any benefit plan;
	•	a person liable for alternative minimum tax; or
	•	a person whose functional currency is not the U.S. dollar.

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	•	It is payable at least once each year in cash or property (other than additional debt securities).
	•	It is payable over the entire term of the debt security.
	•	It is payable at a single fixed rate or under a single formula.
	•	The debt security has a maturity of more than one year from its issue date.

	•	If the U.S. holder is a cash method taxpayer (including most individual holders), such U.S. holder must report that interest in income when received.
	•	If the U.S. holder is an accrual method taxpayer, such U.S. holder must report that interest in income as it accrues.

	•	The amount of OID on a debt security is the “stated redemption price at maturity” of the debt security minus the “issue price” of the debt security. If this amount is zero or negative, there is no OID.
	•	The “stated redemption price at maturity” of a debt security is the total amount of all principal and interest payments to be made on the debt security, other than Qualified Stated Interest. In a typical case where all interest is Qualified Stated Interest, the stated redemption price at maturity is the same as the principal amount.

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	•	The “issue price” of a debt security is the first price at which a substantial amount of the debt securities are sold to the public.
	•	Under a special rule, if the OID determined under the general formula is very small, it is disregarded and not treated as OID. This disregarded OID is called “de minimis OID”. If all the interest on a debt security is Qualified Stated Interest, this rule applies if the amount of OID is less than the following items multiplied together: (a) .25% (that is, 1/4 of 1%), (b) the number of full years from the issue date to the maturity date of the debt security, and (c) the principal amount.

	•	U.S. holders must include the total amount of OID as ordinary income over the life of the debt security.
	•	U.S. holders must include OID in income as the OID accrues on the debt securities, even if such holders are on the cash method of accounting. This means that such holders are required to report OID income, and in some cases pay tax on that income, before receiving the cash that corresponds to that income.
	•	OID accrues on a debt security on a “constant yield” method. This method takes into account the compounding of interest. Under this method, the accrual of OID on a debt security, combined with the inclusion into income of any Qualified Stated Interest on the debt security, will result in the U.S. holder being taxable at approximately a constant percentage of such U.S. holder’s unrecovered investment in the debt security.
	•	The accruals of OID on a debt security generally will be less in the early years and more in the later years.
	•	If any of the interest paid on the debt security is not Qualified Stated Interest, that interest is taxed solely as OID. It is not separately taxed when it is paid.
	•	Tax basis in the debt security is initially its cost to the U.S. holder. It increases by any OID (not including Qualified Stated Interest) reported as income. It decreases by any principal payments received on the debt security and by any interest payments received that are not Qualified Stated Interest.

	•	No interest on these debt securities is Qualified Stated Interest. Otherwise, the amount of OID is calculated in the same manner as described above.
	•	U.S. holders may make certain elections concerning the method of accrual of OID on short-term debt securities over the life of the debt securities.
	•	If the U.S. holder is an accrual method taxpayer, a bank, a securities dealer, or in certain other categories, OID must be included in income as it accrues (determined on a ratable basis, unless the holder elects to use a constant yield method).
	•	If the U.S. holder is a cash method taxpayer not subject to the accrual rule described above, OID will not be included in income until payments on the debt security are actually received. Alternatively, the U.S. holder can elect to include OID in income as it accrues (determined on a ratable basis, unless the holder elects to use a constant yield method).

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	•	Two special rules apply if the U.S. holder is a cash method taxpayer and does not include OID in income as it accrues. First, if the debt security is sold or it is paid at maturity, producing a taxable gain, then the gain is ordinary income to the extent of the accrued OID on the debt security at the time of the sale that has not yet been taken into income. Second, if the U.S. holder borrows money (or does not repay outstanding debt) to acquire or hold the debt security, then while the debt security is held, any interest on the borrowing that corresponds to accrued OID on the debt security cannot be deducted until OID is included in income.

	•	If the interest rate is based on a single fixed formula based on objective financial information (which may include a fixed interest rate for the initial period), all the interest will be Qualified Stated Interest. The amount of OID (if any), and the method of accrual of OID, will then be calculated by converting the debt security’s initial floating rate into a fixed rate and by applying the general OID rules described above.
	•	If the debt security has more than one formula for interest rates, it is possible that the combination of interest rates might create OID. We suggest that you consult your tax advisor concerning the OID accruals on such a debt security.

	•	If the U.S. holder is a cash method taxpayer, such holder will be taxed on the U.S. dollar value of any foreign currency received as interest. The dollar value will be determined as of the date when payments are received.
	•	If the U.S. holder is an accrual method taxpayer, such holder must report interest income as it accrues. The U.S. holder can use the average foreign currency exchange rate during the relevant interest accrual period (or, if that period spans two taxable years, during the portion of the interest accrual period in the relevant taxable year). In this case, such holder will recognize foreign exchange gain or loss upon receipt of the foreign currency to reflect actual exchange rates at that time. Certain alternative elections also may be available.
	•	Any OID on foreign currency debt securities will be determined in the relevant foreign currency. OID must be accrued in the same manner that an accrual basis holder accrues interest income.
	•	The initial tax basis in a foreign currency debt security is the amount of U.S. dollars paid for the debt security (or, if paid in foreign currency, the value of that foreign currency on the purchase date). Adjustments are made to reflect OID and other items as described above.
	•	If foreign currency is collected upon the maturity of the debt security, or if the debt security is sold for foreign currency, gain or loss will be based on the U.S. dollar value of the foreign currency received. For a publicly traded foreign currency debt security, this value is determined for cash basis taxpayers on the settlement date for the sale of the debt security, and for accrual basis taxpayers on the trade date for the sale (although such taxpayers can also elect the settlement date). The tax basis in the foreign currency will then be equal to the value reported on the sale.
	•	Any gain or loss on the sale or retirement of a debt security will be ordinary income or loss and sourced to the United States to the extent it arises from currency fluctuations between the purchase date and sale date. Any gain or loss on the sale of foreign currency will also be ordinary income or loss.

	•	Debt securities with contingent payments;
	•	Debt securities that can be put to us before their maturity;

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	•	Debt securities that are callable by us before their maturity, other than typical calls at a premium;
	•	Indexed debt securities with an index tied to currencies; and
	•	Debt securities the maturity of which is extendable at the U.S. holder’s option or at our option.

	•	If a debt security is bought in the initial offering for more than its stated redemption price at maturity — disregarding that part of the purchase price allocated to accrued interest — the excess amount paid will be “bond premium”. The U.S. holder can elect to use bond premium to reduce taxable interest income from the debt security. Under the election, the total premium will be allocated to interest periods, as an offset to interest income, on a “constant yield” basis over the life of the debt security — that is, with a smaller offset in the early periods and a larger offset in the later periods. This election is made on the U.S. holder’s tax return for the year in which the debt security is acquired. However, if the election is made, it automatically applies to all debt instruments with bond premium that the U.S. holder owns during that year or that are acquired at any time thereafter, unless the IRS permits such holder to revoke the election.
	•	Similarly, if a debt security has OID and it is bought in the initial offering for more than the issue price (but less than the stated redemption price at maturity), the excess is called “acquisition premium”. The amount of OID the U.S. holder is required to include in income will be reduced by this amount over the life of the debt security.
	•	If a debt security is bought in the initial offering for less than the initial offering price to the public, special rules concerning “market discount” may apply.

	•	No interest is Qualified Stated Interest.
	•	Amounts are included in income as they economically accrue. The accrual of income is in accordance with the constant yield method, based on the compounding of interest. The accrual of income takes into account stated interest, OID (including de minimis OID), market discount and premium.
	•	Tax basis is increased by all accruals of income and decreased by all payments received on the debt security.

	•	The U.S. holder will have taxable gain or loss equal to the difference between the amount received and such holder’s tax basis in the debt security. Such gain or loss will be U.S. source. The tax basis in the debt security is such holder’s cost, subject to certain adjustments.
	•	The U.S. holder’s gain or loss will generally be capital gain or loss, and will be long term capital gain or loss if the debt security was held for more than one year. For an individual, the maximum tax rate on long term capital gains is 15% (for taxable years beginning before January 1, 2009).
	•	If (a) the debt security was purchased with de minimis OID, (b) no election to accrue all OID into income was made, and (c) the principal amount of the debt security upon the sale or retirement was

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		received by the U.S. holder, then such holder will generally have capital gain equal to the amount of the de minimis OID.
	•	If the debt security is sold between interest payment dates, a portion of the amount received reflects interest that has accrued on the debt security but has not yet been paid by the sale date. That amount is treated as ordinary interest income and not as sale proceeds.
	•	All or part of the gain may be ordinary income rather than capital gain in certain cases, including sales of short-term debt securities, debt securities with market discount, debt securities with contingent payments and foreign currency debt securities.

	•	Assuming the debt securities are held through a broker or other securities intermediary, the intermediary must provide information to the IRS and to the U.S. holder on IRS Form 1099 concerning interest, OID and retirement proceeds on the debt securities, unless an exemption applies. As discussed above under “Premium and Discount”, if the debt securities have OID, the amount reported to such holder may have to be adjusted to reflect the amount that must be reported in such holder’s tax return.
	•	Similarly, unless an exemption applies, the U.S. holder must provide the intermediary with such holder’s Taxpayer Identification Number for its use in reporting information to the IRS. If the U.S. holder is an individual, this is such holder’s social security number. The U.S. holder is also required to comply with other IRS requirements concerning information reporting.
	•	If the U.S. holder is subject to these requirements but does not comply, the intermediary must withhold up to 28% (31% for 2011 and thereafter) of all amounts payable on the debt securities (including principal payments). This is called “backup withholding”. If the intermediary withholds payments, the U.S. holder may credit the withheld amount against its federal income tax liability.
	•	All individuals are subject to these requirements. Some holders, including all corporations, tax-exempt organizations and individual retirement accounts, are exempt from these requirements.

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	•	such debt securities carry a right to interest and are listed on a recognised stock exchange as defined in Section 841 of the Income and Corporation Taxes Act 1988. On the basis of HMRC’s published interpretation of the relevant legislation, securities which are to be listed in a country which is a member state of the European Union or which is part of the European Economic Area will satisfy this requirement if they are listed by a competent authority in that country and are admitted to trading on a recognised stock exchange in that country; securities which are to be listed in any other country will satisfy this requirement if they are admitted to trading by a recognised stock exchange in that country. The London Stock Exchange and the New York Stock Exchange are recognised stock exchanges for these purposes, or

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	•	the maturity of the relevant debt security is less than one year from the date of issue and the debt security is not issued under arrangements the effect of which is to render such debt security part of a borrowing with a total term of one year or more.

	•	a right of conversion into shares or other securities or to the acquisition of shares or other securities;
	•	a right to interest, the amount of which is or was determined to any extent by reference to the results of, or of any part of, a business or to the value of any property (other than where (i) the right reduces in the event of the results of, or of any part of, a business improving, or the value of any property increasing, or (ii) where the right increases in the event of the results of, or of any part of, a business deteriorating, or the value of any property diminishing);
	•	a right to interest the amount of which exceeds a reasonable commercial return on their nominal amount; or

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	•	a right on repayment to an amount which exceeds their nominal amount and is not reasonably comparable with what is generally repayable (in respect of debt securities with a similar nominal amount) under the terms of issue of debt securities listed on the Official List of the London Stock Exchange.

	(i)	the ownership of, or certain rights over, shares representing five percent or more of the total issued and outstanding capital of Royal Dutch Shell or of the issued and outstanding capital of any class of shares of Royal Dutch Shell;
	(ii)	the rights to acquire shares, whether or not already issued, representing five percent or more of the total issued and outstanding capital of Royal Dutch Shell, or of the issued and outstanding capital of any class of shares of Royal Dutch Shell; or
	(iii)	certain profit participating certificates that relate to five percent or more of the annual profit of Royal Dutch Shell or to five percent or more of the liquidation proceeds of Royal Dutch Shell.

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	(a)	distributions of profits in cash or in kind, whatever they may be named or in whatever form;
	(b)	proceeds from our liquidation or, as a rule, proceeds from the repurchase of shares by us, in excess of the average paid-in capital recognized for Dutch dividend withholding tax purposes;
	(c)	the par value of shares issued to a holder of shares or an increase in the par value of shares, to the extent that no capital contribution, recognized for Dutch dividend withholding tax purposes, has been made or will be made; and
	(d)	partial repayment of paid-in capital that is:

	(i)	not recognized for Dutch dividend withholding tax purposes; or
	(ii)	recognized for Dutch dividend withholding tax purposes, to the extent that we have net profits (zuivere winst), unless (I) the general meeting of our shareholders has resolved in advance to make such repayment and (II) the par value of the shares concerned has been reduced by an equal amount by way of an amendment to our articles of association.

	•	if the U.S. holder is an exempt pension trust as described in article 35 of the Convention, or an exempt organization as described in article 36 of the Convention, the U.S. holder will be exempt from Dutch dividend withholding tax;
	•	if the U.S. holder is a company which holds directly at least 10 percent of the voting power in us, the U.S. holder will be subject to Dutch dividend withholding tax at a rate not exceeding 5%; and
	•	in all other cases, the U.S. holder will be subject to Dutch dividend withholding tax at a rate not exceeding 15%.

	(i)	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

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		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 ordinary shares or ADRs are attributable; or
	(ii)	the holder is an individual derives benefits from miscellaneous activities (resultaat uit overige werkzaamheden) performed in The Netherlands in respect of the ordinary shares or ADRs, including, without limitation, activities which are beyond the scope of active portfolio investment activities.

	(i)	the U.S. holder is a resident or is deemed to be a resident of The Netherlands;
	(ii)	at the time of the gift or the death of the U.S. holder, such U.S. holder has an enterprise (or an interest in an enterprise) which is, in whole or in part, carried on through a permanent establishment or permanent representative in The Netherlands to which the ordinary shares or ADRs are attributable; or
	(iii)	ordinary shares or ADRs are acquired by way of a gift from a holder who passes away within 180 days after the date of the gift and who is not and is not deemed to be a resident of The Netherlands at the time of the gift, but is or is deemed to be at the time of his death a resident of The Netherlands.

	(a)  (i)	Any amount whatsoever to be paid under the Debt Securities is dependant, in whole or in part, on the amount of profits realized or distributed by, the Issuer or by an affiliate (verbonden lichaam) of the Issuer; and

	(ii)	the Debt Securities do not have a specified final maturity date or have a final maturity date that falls on a date more than 10 years after the date of issue of the Notes; or

	(b)  (i)	Any obligation whatsoever to make a payment under the Debt Securities is dependant, in whole or in part, on the amount of profits realized or distributed by, the Issuer or by an affiliate (verbonden lichaam) of the Issuer; and

	(ii)	the Debt Securities do not have a specified final maturity date or have a final maturity date that falls on a date more than 50 years after the date of issue of the Debt Securities; and
	(iii)	the Debt Securities are subordinated.

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	(i)	the Debt 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 Debt Securities are attributable; or

	(ii)	the Debt Holder is an individual and derives benefits from miscellaneous activities (overige werkzaamheden) carried out in The Netherlands in respect of the Debt Securities, including, without limitation, activities which are beyond the scope of active portfolio investment activities.

	(i)	the Debt Holder is a resident or is deemed to be a resident of The Netherlands; or
	(ii)	if at the time of the gift or the death of the Debt Holder, such Debt Holder has an enterprise (or an interest in an enterprise) which is, in whole or in part, carried on through a permanent establishment or permanent representative in The Netherlands to which the Debt Securities are attributable; or
	(iii)	if the Debt Securities are acquired by way of a gift from a holder who passes away within 180 days after the date of the gift and who is not, and is not deemed to be, at the time of the gift, but is, or is deemed to be at the time of his death, a resident of The Netherlands.

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	•	the terms of the offering;
	•	the names of any underwriters or agents;
	•	the purchase price of the securities from us and, if the purchase price is not payable in U.S. dollars, the currency or composite currency in which the purchase price is payable;
	•	the net proceeds to us from the sale of the securities;
	•	any delayed delivery arrangements;
	•	any underwriting discounts, commissions and other items constituting underwriters’ compensation;
	•	the initial public offering price;
	•	any discounts or concessions allowed or reallowed or paid to dealers; and
	•	any commissions paid to agents.

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Securities and Exchange Commission registration fee		$	1,177,000
Printing and engraving expenses			70,000
Legal fees and expenses			500,000
Accounting fees and expenses			250,000
Indenture Trustee’s fees and expenses			10,000
		$	2,007,000

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	PROSPECTUS     SUPPLEMENT