Royal Dutch Shell plc€¦ · Royal Dutch Shell plc for BG Group plc ... (Letter from the Chairman of BG Group plc) of this document, which contains the unanimous recommendation of

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART II (EXPLANATORY STATEMENT) OF THISDOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006. If�you�arein�any�doubt�about�the�contents�of�this�document�or�as�to�what�action�you�should�take,�you�are�recommended�to�seek�your�ownpersonal� financial�advice� immediately� from�your�stockbroker,�bank�manager,� solicitor,�accountant�or�other� independent� financialadviser�authorised�under� the�Financial�Services�and�Markets�Act�2000� if�you�are� resident� in� the�United�Kingdom,�or,� if�not,� fromanother�appropriately�authorised�independent�financial�adviser.

If� you� have� sold� or� otherwise� transferred� all� of� your� BG� Shares� or� BG�ADRs,� please� send� this� document� and any accompanyingdocuments�(other�than�documents�or�forms�personalised�to�you)�at�once�to�the�purchaser�or�transferee,�or�to�the�bank,�stockbrokeror� other� agent� through� whom� the� sale� or� transfer� was� effected,� for� delivery� to� the� purchaser� or� transferee.� However,� thesedocuments�must�not�be�forwarded,�distributed�or�transmitted�in,�into�or�from�any�jurisdiction�where�to�do�so�would�violate�the�lawsof�that�jurisdiction.�If�you�have�sold�or�otherwise�transferred�only�part�of�your�holding�of�BG�Shares�or�BG�ADRs�you�should�retainthese�documents�and�contact�the�bank,�stockbroker�or�other�agent�through�whom�the�sale�or�transfer�was�effected.

The release, publication or distribution of this document and/or any accompanying documents (in whole or in part) in, into or fromjurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whosepossession this document comes should inform themselves about and observe any such restrictions. Failure to comply with any suchrestrictions may constitute a violation of the securities laws of any such jurisdiction.

Recommended Cash and Share Offer

by

Royal Dutch Shell plc

for

BG Group plcto be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

This document (including any documents incorporated into it by reference) should be read as a whole and in conjunction with theForms of Proxy, Form of Election and Royal Dutch Shell Nominee Opt-Out Form. This document should also be read in conjunctionwith the Shell Prospectus, containing further information on Shell and the New Shell Shares and for which Shell and the ShellDirectors are responsible (available on Shell’s website at www.shell.com). Your�attention�is�drawn�to�the�letter�from�the�Chairmanof�BG�in�Part�I�(Letter from the Chairman of BG Group plc)�of�this�document,�which�contains�the�unanimous�recommendation�of�theBG�Board�that�you�vote�in�favour�of�the�Scheme�at�the�Court�Meeting�and�the�Special�Resolution�to�be�proposed�at�the�BG�GeneralMeeting.�A�letter�from�the�BG�Financial�Advisers�explaining�the�Scheme�appears�in�Part�II�(Explanatory Statement)�of�this�document.

Notices of the Court Meeting and the BG General Meeting, both of which will be held at ExCel London, One Western Gateway, RoyalVictoria Dock, London, E16 1XL on 28 January 2016, are set out in Part XIII (Notice of Court Meeting) and Part XIV (Notice of BG GeneralMeeting) of this document respectively. The Court Meeting will start at 11.00 a.m. and the BG General Meeting at 11.10 a.m. (or assoon thereafter as the Court Meeting shall have been concluded or adjourned).

The action to be taken by BG Shareholders in relation to the BG Shareholder Meetings is set out on pages 8 to 16 and in paragraph26 of Part II (Explanatory Statement) of this document. It is very important that BG Shareholders use their votes so that the Courtcan be satisfied that there is a fair and reasonable representation of their views. BG Shareholders will be sent a BLUE Form of Proxyfor use in connection with the Court Meeting and a WHITE Form of Proxy for use in connection with the BG General Meeting.Whether or not you intend to attend the BG Shareholder Meetings in person, please complete and sign each of the Forms of Proxy(or appoint a proxy electronically, as referred to in this document) in accordance with the instructions printed on them and returnthem to BG’s registrars, Equiniti, as soon as possible and, in any event, so as to be received by 11.00 a.m. (UK time) on 26 January2016 in respect of the Court Meeting and 11.10 a.m. (UK time) on 26 January 2016 in respect of the BG General Meeting. If the BLUEForm of Proxy for the Court Meeting is not received by the specified time, it may be handed to representatives of Equiniti or theChairman of the Court Meeting before the start of that meeting and will still be valid. In the case of the BG General Meeting,however, unless the WHITE Form of Proxy is received by the time mentioned in the instructions printed on it, it will be invalid. Thecompletion and return of a Form of Proxy will not prevent BG Shareholders from attending, speaking and voting in person at eitherthe Court Meeting or the BG General Meeting, or any adjournment thereof, if you wish and are entitled to do so.

LR13.3.1(6)

LR13.3.1(4)

LR13.3.1(4)

24.3(d)(i)

Certain�terms�used�in�this�document�are�defined�in�Part�XII (Definitions).

Goldman� Sachs� International,� which� is� authorised� by� the� Prudential� Regulation� Authority� and� regulated� by� the� FCA� and� thePrudential� Regulation� Authority� in� the� UK,� is� acting� for� BG� and� no� one� else� in� connection�with� the�matters� referred� to� in� thisdocument�and�will�not�be� responsible� to�anyone� (whether�or�not�a� recipient�of� this�document)�other� than�BG� for�providing� theprotections�afforded�to�its�clients,�or�for�giving�advice�in�connection�with�the�Combination�or�any�matter�referred�to�herein.

Robey�Warshaw�LLP,�which�is�authorised�and�regulated�by�the�FCA�in�the�UK,�is�acting�as�financial�adviser�exclusively�for�BG�and�noone�else�in�connection�with�the�matters�referred�to�in�this�document�and�will�not�regard�any�other�person�as�its�client�in�relation�tothe�matters�referred�to�in�this�document�and�will�not�be�responsible�to�anyone�(whether�or�not�a�recipient�of�this�document)�otherthan�BG�for�providing�the�protections�afforded�to� its�clients,�or�for�providing�advice� in�relation�to�the�Combination�or�any�matterreferred�to�herein.

N�M�Rothschild�&� Sons� Limited,�which� is� authorised� by� the� Prudential� Regulation� Authority� and� regulated� by� the� FCA� and� thePrudential� Regulation� Authority� in� the� UK,� is� acting� for� BG� and� no� one� else� in� connection�with� the�matters� referred� to� in� thisdocument�and�will�not�be� responsible� to�anyone� (whether�or�not�a� recipient�of� this�document)�other� than�BG� for�providing� theprotections�afforded�to�its�clients,�or�for�giving�advice�in�connection�with�the�Combination�or�any�matter�referred�to�herein.

Bank� of� America� Merrill� Lynch,� which� is� authorised� by� the� Prudential� Regulation� Authority� and� regulated� by� the� FCA� and� thePrudential� Regulation� Authority� in� the� UK,� is� acting� exclusively� as� sponsor� for� Shell� and� no� one� else� in� connection� with� theCombination�and�will�not�be�responsible�to�anyone�(whether�or�not�a�recipient�of�this�document)�other�than�Shell�for�providing�theprotections�afforded�to�its�clients,�or�for�providing�advice�in�relation�to�the�Combination�or�any�other�matters�referred�to�herein.

Lazard�&� Co.,� Limited,�which� is� authorised� and� regulated� in� the� UK� by� the� Financial� Conduct� Authority,� is� acting� exclusively� asfinancial�adviser�to�the�Shell�Directors�and�no�one�else�in�connection�with�the�Combination�and�will�not�be�responsible�to�anyoneother� than� the� Shell� Directors� for� providing� the� protections� afforded� to� its� clients� or� for� providing� advice� in� relation� to� theCombination�or�any�other�matters�referred�to�in�this�document.�Neither�Lazard�&�Co.,�Limited�nor�any�of�its�affiliates�owes�or�acceptsany�duty,�liability�or�responsibility�whatsoever�(whether�direct�or�indirect,�whether�in�contract,�in�tort,�under�statute�or�otherwise)�toany�person�who�is�not�its�client�in�connection�with�this�document,�any�statement�contained�herein,�the�Combination�or�otherwise.

Apart�from�the�responsibilities�and�liabilities,�if�any,�which�may�be�imposed�on�Goldman�Sachs,�Robey�Warshaw,�Rothschild, Bank�ofAmerica�Merrill�Lynch�or�Lazard�by�the�Financial�Services�and�Markets�Act�2000�or�the�regulatory�regime�established�thereunder�orunder�the�regulatory�regime�of�any�jurisdiction�where�the�exclusion�of�liability�under�the�relevant�regulatory�regime�would�be�illegal,void�or�unenforceable,�none�of�Goldman�Sachs,�Robey�Warshaw,�Rothschild, Bank�of�America�Merrill�Lynch or�Lazard or�any�personaffiliated�with�any�of�them�assumes�any�responsibility�whatsoever�and�none�of�them�make�any�representation�or�warranty,�expressor�implied,�in�relation�to�the�contents�of�this�document,�including�its�accuracy,�completeness�or�verification�and�nothing�containedin�this�document�is,�or�shall�be,�relied�upon�as�a�promise�or�representation�in�this�respect�whether�as�to�the�past�or�the�future,�inconnection�with�the�BG Group,� the�Shell Group,� the�Scheme,� the�New�Shell�Shares�or� the�Combination.�Each�of�Goldman�Sachs,Robey�Warshaw,�Rothschild, Bank�of�America�Merrill�Lynch and�Lazard accordingly�disclaims�to�the�fullest�extent�permitted�by�lawall�and�any�responsibility�and�liability�whether�arising�in�tort,�contract�or�otherwise�which�it�might�otherwise�(save�as�referred�toabove)�be�found�to�have�in�respect�of�this�document�or�any�such�statement.

No�person�has�been�authorised�to�give�any�information�or�make�any�representations�other�than�those�contained�in�this�documentand,� if� given� or�made,� such� information� or� representations�must� not� be� relied� upon� as� having� been� authorised� by� BG,� the� BGDirectors,�Shell,�the�Shell�Directors�or�by�Goldman�Sachs,�Robey�Warshaw,�Rothschild, Bank�of�America�Merrill�Lynch�or�Lazard�or�anyother�person�involved�in�the�Combination.�Neither�the�delivery�of�this�document�nor�holding�the�BG�Shareholder�Meetings,�the�CourtHearing,�filing�the�Court�Order�or�Admission�shall,�under�any�circumstances,�create�any�implication�that�there�has�been�no�changein�the�affairs�of�the�BG Group or�the�Shell Group since�the�date�of�this�document�or�that�the�information�in�this�document�is�correctas�at�any�time�subsequent�to�its�date.

Shareholder Helpline

If you have any questions in relation to this document, the BG Shareholder Meetings, or the completion and return of theForms of Proxy, the Form of Election or the Royal Dutch Shell Nominee Opt-Out Form, please telephone the ShareholderHelpline on 0800 917 8611 from within the UK or +44 121 415 0920 if calling from outside the UK between 9.00 a.m. and

5.30 p.m. (London time) Monday to Friday (except English and Welsh public holidays).

Calls to the Shareholder Helpline from outside the UK will be charged at applicable international rates. Different charges mayapply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.

The Shareholder Helpline cannot provide advice on the merits of the Combination or the Scheme or give any financial, legal ortax advice.

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IMPORTANT NOTICES

Overseas jurisdictions

BG Shareholders resident in Australia, Bolivia, Brazil, Brunei, the People’s Republic of China, Egypt,Equatorial Guinea, Hong Kong, India, Ireland, Israel, Italy, the Republic of Kazakhstan, Kenya, Malaysia,New Zealand, Nigeria, Qatar, South Korea, Thailand, Ukraine or the United Arab Emirates should carefullyread the relevant information set out in Part VIII of this document.

The� release,� publication� or� distribution� of� this� document� in,� into� or� from� jurisdictions� other� than� theUnited�Kingdom�may�be�restricted�by�law�and�therefore�any�persons�who�are�subject�to�the�laws�of�anyjurisdiction�other�than�the�United�Kingdom�should�inform�themselves�about,�and�observe�any�applicablerequirements.�In�particular,�the�ability�of�persons�who�are�not�resident�in�the�United�Kingdom�to�vote�atthe� Court� Meeting� or� the� BG� General� Meeting,� or� to� execute� and� deliver� Forms� of� Proxy� appointinganother�to�vote�at�the�Court�Meeting�or�the�BG�General�Meeting�on�their�behalf,�may�be�affected�by�thelaws�of� the� relevant� jurisdictions� in�which� they� are� located.�This� document�has� been�prepared� for� thepurpose�of�complying�with�English�law�and�the�City�Code�and�the�information�disclosed�may�not�be�thesame�as�that�which�would�have�been�disclosed�if�this�document�had�been�prepared�in�accordance�withthe�laws�of�jurisdictions�outside�the�United�Kingdom.

Unless�otherwise�determined�by�Shell�or�required�by�the�City�Code,�and�permitted�by�applicable�law�andregulation,�the�Combination�will�not�be�made�available,�directly�or�indirectly,�in,�into�or�from�a�RestrictedJurisdiction�where�to�do�so�would�violate�the�laws�in�that�jurisdiction.�Accordingly,�copies�of�this�documentand any accompanying� documents� are� not� being,� and� must� not� be,� directly� or� indirectly,� mailed� orotherwise� forwarded,� distributed� or� sent� in� or� into� or� from�any�Restricted� Jurisdiction�where� to� do� sowould�violate�the�laws�in�that�jurisdiction�and�persons�receiving�such�documents�(including�custodians,nominees�and�trustees)�must�not�mail�or�otherwise�forward,�distribute�or�send�them�in�or�into�or�from�anyRestricted�Jurisdiction where�to�do�so�would�violate�the�laws�in�that�jurisdiction.�Shell�has�been�advisedthat�making�this�document�and�the�Forms�of�Proxy�available�to BG Shareholders�resident,�located�or�witha� registered� address� in� Barbados,� Hong� Kong,� Italy and� Oman� will� not� violate� the� laws� of� thosejurisdictions.� If� the� Combination� is� implemented� by� way� of� an� Offer� (unless� otherwise� permitted� byapplicable�law�and�regulation),�the�Offer�may�not�be�made�directly�or�indirectly,�in�or�into,�or�by�the�use�ofmails�or�any�means�or�instrumentality�(including,�but�not�limited�to,�facsimile,�e-mail�or�other�electronictransmission,�telex�or�telephone)�of�interstate�or�foreign�commerce�of,�or�of�any�facility�of�a�national,�stateor�other�securities�exchange�of�any�Restricted�Jurisdiction�and�the�Offer�may�not�be�capable�of�acceptanceby�any�such�use,�means,�instrumentality�or�facilities.

The�availability�of�New�Shell�Shares under�the�Combination�to�BG�Shareholders who�are�not�resident�inthe�United�Kingdom�may�be�affected�by�the�laws�of�the�relevant�jurisdictions�in�which�they�are�resident.Shell�may�determine�in�its�sole�discretion�that no New�Shell�Shares�shall be�allotted�and�issued�to�any�suchScheme�Shareholder.�In�such�a�case,�Shell�shall�pay�to�such�Scheme�Shareholder�an�amount�in�cash�equalto�the�cash�value�of�their�entitlement�to�New�Shell�Shares,�calculated�based�on�the�opening�price�of�a�ShellB�Share�on�the�London�Stock�Exchange�on�the�day�of�LSE�Admission.�In�particular,�New�Shell�Shares�shallnot� be� allotted� and� issued� to� Scheme� Shareholders� resident,� located� or� with� a� registered� address inBarbados,�the�Dubai�International�Financial�Centre,�Hong�Kong,�Malaysia,�Oman,�Saudi�Arabia,�Singaporeor Trinidad�and�Tobago.�Persons�who�are�not�resident�in�the�United�Kingdom�should�inform�themselves�of,and�observe,�any�applicable�legal�or�regulatory�requirements.

Further�details�in�relation�to�Overseas�Shareholders�are�contained�in�paragraph�23�of�Part�II�(ExplanatoryStatement)�of�this�document.

Additional information for US investors

The�Combination�relates�to�the�shares�of�a�UK�company�and�is�subject�to�UK�procedural�and�disclosurerequirements� that� are� different� from� those� of� the� US.� Any� financial� statements� or� other� financialinformation�included�in�this�document�may�have�been�prepared�in�accordance�with�non-US�accountingstandards� that�may� not� be� comparable with the� financial� statements� of� US� companies� or� companieswhose�financial�statements�are�prepared�in�accordance�with�generally�accepted�accounting�principles�inthe�US.� It�may�be�difficult� for�holders�of�BG�Shares,�BG�ADRs,�Shell�Shares�or�Shell�ADSs� located� in�theUnited�States�to�enforce�their�rights�and�any�claims�they�may�have�arising�under�the�US�federal�securitieslaws�in�connection�with�the�Combination,�since�Shell�and�BG�are�located�in�a�country�other�than�the�US,and�some�or�all�of�their�officers�and�directors�may�be�residents�of�countries�other�than�the�United�States.Holders�of�BG�Shares,�BG�ADRs,�Shell�Shares�or�Shell�ADSs�located�in�the�United�States�may�not�be�able�to

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sue�Shell,�BG�or�their�respective�officers�or�directors�in�a�non-US�court�for�violations�of�US�securities�laws.Further,�it�may�be�difficult�to�compel�Shell,�BG�and�their�respective�affiliates�to�subject�themselves�to�thejurisdiction�or�judgment�of�a�US�court,�particularly,�in�the�case�of�Shell,�as�the�Shell�Articles�of�Associationgenerally�require�that�all�disputes�between�Shell�Shareholders�in�such�capacity�and�Shell�(or�Shell�Directorsand�former�Shell�Directors)�be�exclusively�resolved�by�arbitration�in�The�Hague,�the�Netherlands,�under�theRules� of� Arbitration� of� the� International� Chamber� of� Commerce� or,� if� (for� any� reason)� the� arbitrationprovisions�in�the�Shell�Articles�of�Association�are�determined�to�be�invalid�or�unenforceable�or�in�the�caseof�a�derivative�claim�under�the�applicable�law,�be�brought�only�in�the�courts�of�England�and�Wales�(andpursuant�to�the�Shell�A�Deposit�Agreement�or�the�Shell�B�Deposit�Agreement�(as�applicable),�each�holderof� Shell� ADSs� is� bound� by� the� arbitration� and� exclusive� jurisdiction� provisions� of� the� Shell� Articles� ofAssociation�as�if�that�holder�were�a�Shell�Shareholder).

Investors� should� be� aware� that� Shell�may� purchase� or� arrange� to� purchase� BG� Shares� otherwise� thanunder�any�takeover�offer�or�scheme�of�arrangement�related�to�the�Combination,�such�as�in�open�marketor�privately�negotiated�purchases.

The�Combination�is�to�be�implemented�by�a�scheme�of�arrangement�provided�for�under�English�companylaw.�As�such,�the�New�Shell�Shares�have�not�been�and�will�not�be�registered�under�the�US�Securities�Actand� the� New� Shell� Shares� are� to� be� issued� in� reliance� upon� the� exemption� from� the� registrationrequirements� of� the� US� Securities� Act,� provided� by� Section� 3(a)(10)� thereof� and� exemptions� fromregistration� and� qualification� under� applicable� state� securities� laws� and� are� not� subject� to� the� proxysolicitation� or� tender� offer� rules� under� the� US� Exchange� Act.� BG� Shareholders and� BG� ADR� Holders(whether�or�not�US�persons�(as�defined�in�the�US�Securities�Act))�who�are�or�will�be�affiliates�of�Shell�or�BGprior� to,� or� of� Shell� after,� the� Combination� becomes� effective� will� be� subject� to� certain� US� transferrestrictions�relating�to�the�New�Shell�Shares�received�pursuant�to�the�Combination.

None�of�the�securities�issuable�in�connection�with�the�Combination�have�been�approved�or�disapprovedby�the�SEC,�any�state�securities�commission�in�the�United�States�or�any�other�US�regulatory�authority,�norhave�such�authorities�passed�upon�or�determined�the�fairness�or�merits�of�such�securities�or�upon�theadequacy�or�accuracy�of� this�document.�Any�representation�to� the�contrary� is�a�criminal�offence� in� theUnited�States.

The�Combination�may,�in�the�circumstances�provided�for�in�this�document,�be�implemented�by�way�of�atakeover�offer�under�English�law.�If�so,�any�securities�to�be�issued�under�the�Combination�may�be�issued�inreliance�upon�the�exemption�from�the�registration�requirements�of�the�US�Securities�Act�provided�by�Rule802�thereunder.�Alternatively,�any�securities�to�be�issued�under�the�Combination�may�be�registered�underthe� US� Securities� Act.� If� the� Combination� is� implemented� by�way� of� takeover� offer,� it� will� be� done� incompliance�with� the�applicable� rules�under� the�US�Exchange�Act,� including�any�applicable�exemptionsprovided�under�Rules�14d-1(c)�and�14d-1(d)�thereunder.

Forward looking statements

This� document� contains� certain� forward� looking� statements� with� respect� to� the� financial� condition,results�of�operations�and�businesses�of�the�Shell�Group�and�the�BG�Group,�and�certain�plans�and�objectivesof�Shell�with�respect�to�the�Combined�Group.�All�statements�other�than�statements�of�historical�fact�are,or�may� be� deemed� to� be,� forward� looking� statements.� Forward� looking� statements� are� statements� offuture�expectations�that�are�based�on�management’s�current�expectations�and�assumptions�and�involveknown�and�unknown�risks�and�uncertainties� that�could�cause�actual� results,�performance�or�events� todiffer� materially� from� those� expressed� or� implied� in� these� statements.� Forward� looking� statementsinclude,�among�other� things,�statements�concerning�the�potential�exposure�of� the�Shell�Group,� the�BGGroup�and�the�Combined�Group�to�market�risks�and�statements�expressing�management’s�expectations,beliefs,�estimates,� forecasts,�projections�and�assumptions,� including�as�to�future�potential�cost�savings,synergies,� earnings,� cash� flow,� return� on average� capital� employed,� production� and� prospects.� Theseforward�looking�statements�are�identified�by�their�use�of�terms�and�phrases�such�as�“anticipate”,�“believe”,“could”,� “estimate”,� “expect”,� “goals”,� “intend”,� “may”,� “objectives”,� “outlook”,� “plan”,� “probably”,� “project”,“risks”,�“seek”,�“should”,�“target”,�“will”�and�similar�terms�and�phrases.

There�are�a�number�of�factors�that�could�affect�the�future�operations�of�the�Shell�Group,�the�BG�Group�andthe�Combined�Group�and�that�could�cause�results�to�differ�materially�from�those�expressed�in�the�forwardlooking� statements� included� in� this� document,� including� (without� limitation):� (a)� price� fluctuations� incrude�oil�and�natural�gas;�(b)�changes�in�demand�for�the�Shell�Group’s,�the�BG�Group’s�and�the�CombinedGroup’s� respective� products;� (c)� currency� fluctuations;� (d)� drilling� and� production� results;� (e)� reservesestimates;�(f) loss�of�market�share�and�industry�competition;�(g)�environmental�and�physical�risks;�(h)�risksassociated�with�the�identification�of�suitable�potential�acquisition�properties�and�targets,�and�successful

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negotiation�and�completion�of�such�transactions;�(i)�the�risk�of�doing�business�in�developing�countries�andcountries�subject�to�international�sanctions;�( j)�legislative,�fiscal�and�regulatory�developments�includingregulatory�measures�addressing�climate�change;�(k)�economic�and�financial�market�conditions�in�variouscountries�and�regions;�(l)�political�risks,�including�the�risks�of�expropriation�and�renegotiation�of�the�termsof�contracts�with�governmental�entities,�delays�or�advancements�in�the�approval�of�projects�and�delays�inthe�reimbursement�of�shared�costs;�and�(m)�changes�in�trading�conditions.

All�forward�looking�statements�contained�in�this�document�are�expressly�qualified�in�their�entirety�by�thecautionary�statements�contained�or�referred�to�in�this�section.�Readers�should�not�place�undue�reliance�onforward�looking�statements.�Additional�risk�factors�that�may�affect�future�results�are�contained�in�Shell’sAnnual�Report�and�Accounts�and�Form�20-F�for�the�financial�year�ended�31�December�2014�(available�atwww.shell.com/investor and� www.sec.gov)� and� in� the� Shell� Prospectus.� These� risk� factors� expresslyqualify�all�forward�looking�statements�contained�in�this�document�and�should�also�be�considered�by�thereader.

For� a� discussion� of� important� factors�which� could� cause� actual� results� to� differ� from� forward� lookingstatements�relating�to�BG�and�the�BG�Group,�refer�to�BG’s�Annual�Report�and�Accounts�for�the�financialyear�ended�31�December�2014.

Each�forward�looking�statement�speaks�only�as�of�the�date�it�was�made.�None�of�Shell,�the�Shell�Group,�theShell�Directors,� BG,� the�BG�Group�or� the�BG�Directors�undertakes� any�obligation� to�publicly� update� orrevise�any�forward�looking�statement�as�a�result�of�new�information,�future�events�or�otherwise,�except�tothe� extent� legally� required� and,� in� particular,� each� of� Shell� and� BG�will� comply�with� its� obligations� topublish� supplementary documents containing� further�updated� information� as� required�by� law�or� by� aregulatory�authority�and,� in�particular,� its�obligations�under�the�Prospectus�Rules,�the�Listing�Rules,�theDisclosure�and�Transparency�Rules�and�the�City�Code�(in�each�case,�as�applicable�and�as�appropriate). Inlight�of�these�risks,�results�could�differ�materially�from�those�stated,�implied�or�inferred�from�the�forwardlooking�statements�contained�in�this�document.

Rounding

Certain� figures� included� in� this� document� have� been� subjected� to� rounding� adjustments.� Accordingly,figures�shown�for�the�same�category�presented�in�different�tables�may�vary�slightly�and�figures�shown�astotals�in�certain�tables�may�not�be�an�arithmetic�aggregation�of�the�figures�that�precede�them.

No forecasts or estimates

No�statement�in�this�document�(including�any�statement�of�estimated�synergies)�is�intended�as�a�profitforecast�or�estimate�for�any�period.

Accretion� statements� or� statements� as� to� the� effect� of� the� Combination� on� free� cash� flow� per� share,earnings�per�share,�cash�flow�from�operations�per�share�or�return on average�capital�employed should�notbe�construed�as�profit�forecasts�and�are,�therefore,�not�subject�to�the�requirements�of�Rule�28�of�the�CityCode.� No� statement� in� this� document� should� be� interpreted� to� mean� that free� cash� flow per� share,earnings,�earnings�per�share�or�income, cash�flow�from�operations�per�share�or�return�on�average�capitalemployed for�the�Shell�Group,�the�BG�Group�or�the�Combined�Group,�as�appropriate,� for�the�current�orfuture�financial�years�would�necessarily�match�or�exceed�the�historical�published�earnings,�earnings�pershare�or�income,�cash�flow�from�operations, free�cash�flow�or�return�on�average�capital�employed�for�theShell�Group�or�the�BG�Group�as�appropriate.

Availability of hard copies and publication on website

A�copy�of� this�document (and�all� information� incorporated� into�this�document�by� reference�to�anothersource),� is�and�will�be�available,�subject�to�certain�restrictions�relating�to�persons�resident� in�RestrictedJurisdictions,�for�inspection�on�BG’s�website at www.bg-group.com and�Shell’s�website at www.shell.com.In� addition,� the� Shell� Prospectus� will� be� available� on� Shell’s� website.� For� the� avoidance� of� doubt,� thecontents�of�the�websites�referred�to�in�this�document,�or�of�any�websites�accessible�from�hyperlinks�onsuch�websites, are�not�incorporated�into�and�do�not�form�part�of�this�document.

You�may�request�a�hard�copy�of�this�document,�the�Shell�Prospectus�and�all�information�incorporated�intothis�document�by�reference�to�another�source�by�contacting�the�Shareholder�Helpline�on�0800�917�8611from�within�the�UK�or�+44�121�415�0920�if�calling�from�outside�the�UK�between�9.00�a.m.�and�5.30 p.m.�(UKtime)�Monday�to�Friday�(excluding�English�and�Welsh�public�holidays).�Calls�from�outside�the�UK�will�becharged� at� the� applicable� international� rate.� Please� note� that� calls�may� be�monitored� or� recorded� for

30.2

24.15

26.2

5

security�and�training�purposes.�Alternatively�you�can�submit�a�request�in�writing�to�Equiniti�at�CorporateActions,� Aspect� House,� Spencer� Road,� Lancing,�West� Sussex,� BN99� 6DA,� United� Kingdom.� If� you� havereceived� this� document� via� BG’s�website,� hard� copies� of� this� document,� the� Shell� Prospectus� and� anydocument�or�information�incorporated�by�reference�into�this�document�will�not�be�provided�unless�sucha�request�is�made.

If�you are�a�registered�holder�of BG�ADRs,�you�should�instead�make�the�request�by�writing�to�JP�MorganChase�Bank,�N.A.,�P.O. Box 64504,�St. Paul,�MN�55164-0504,�USA�or�by�calling�them�on +1�800�990�1135 fromwithin�the�US�or +1 651�453�2128 from�outside�the�US.�Calls�are�toll�free�from�inside�the�USA.

Those�BG�ADR�Holders�who�hold�their�BG�ADRs�indirectly�should�make�any�such�request�through�the�bank,broker,�financial�institution,�share�plan�administrator�or�other�securities�intermediary�through�which�theyhold�their�BG�ADRs.

Disclosure requirements of the City Code

Under�Rule�8.3(a)�of� the�City�Code,� any�person�who� is� interested� in� 1� per� cent.� or�more�of� any� class�ofrelevant�securities�of�an�offeree�company�or�of�any�securities�exchange�offeror�(being�any�offeror�otherthan�an�offeror�in�respect�of�which�it�has�been�announced�that�its�offer�is,�or�is�likely�to�be,�solely�in�cash)must�make�an�Opening�Position�Disclosure�following�the�commencement�of�the�offer�period�and,�if�later,following� the� announcement� in� which� any� securities� exchange� offeror� is� first� identified.� An� OpeningPosition�Disclosure�must� contain�details� of� the�person’s� interests� and� short� positions� in,� and� rights� tosubscribe�for,�any�relevant�securities�of�each�of� (i)� the�offeree�company�and�(ii)�any�securities�exchangeofferor(s).�An�Opening�Position�Disclosure�by�a�person�to�whom�Rule�8.3(a)�applies�must�be�made�by�nolater�than�3.30�p.m.�(London�time)�on�the�10th�Business�Day�following�the�commencement�of�the�offerperiod�and,�if�appropriate,�by�no�later�than�3.30�p.m.�(London�time)�on�the�10th�Business�Day�following�theannouncement�in�which�any�securities�exchange�offeror�is�first�identified.�Relevant�persons�who�deal�inthe�relevant�securities�of�the�offeree�company�or�of�a�securities�exchange�offeror�prior�to�the�deadline�formaking�an�Opening�Position�Disclosure�must�instead�make�a�Dealing�Disclosure.

Under�Rule�8.3(b)�of�the�City�Code,�any�person�who�is,�or�becomes,�interested�in�1�per�cent.�or�more�of�anyclass� of� relevant� securities� of� the� offeree� company� or� of� any� securities� exchange� offeror�must�make� aDealing�Disclosure�if�the�person�deals�in�any�relevant�securities�of�the�offeree�company�or�of�any�securitiesexchange�offeror.�A�Dealing�Disclosure�must�contain�details�of�the�dealing�concerned�and�of�the�person’sinterests�and�short�positions�in,�and�rights�to�subscribe�for,�any�relevant�securities�of�each�of�(i)�the�offereecompany�and�(ii)�any�securities�exchange�offeror(s),�save�to�the�extent�that�these�details�have�previouslybeen�disclosed�under�Rule�8.�A�Dealing�Disclosure�by�a�person�to�whom�Rule�8.3(b)�applies�must�be�madeby�no�later�than�3.30�p.m.�(London�time)�on�the�Business�Day�following�the�date�of�the�relevant�dealing.

If� two� or�more� persons� act� together� pursuant� to� an� agreement� or� understanding,�whether� formal� orinformal,� to� acquire� or� control� an� interest� in� relevant� securities� of� an� offeree� company� or� a� securitiesexchange�offeror,�they�will�be�deemed�to�be�a�single�person�for�the�purpose�of�Rule�8.3.

Opening�Position�Disclosures�must�also�be�made�by�the�offeree�company�and�by�any�offeror�and�DealingDisclosures�must�also�be�made�by�the�offeree�company,�by�any�offeror�and�by�any�persons�acting�in�concertwith�any�of�them�(see�Rules�8.1,�8.2�and�8.4).

Details� of� the� offeree� and� offeror� companies� in� respect� of�whose� relevant� securities�Opening� PositionDisclosures�and�Dealing�Disclosures�must�be�made�can�be�found�in�the�Disclosure�Table�on�the�TakeoverPanel’s�website�at�www.thetakeoverpanel.org.uk,�including�details�of�the�number�of�relevant�securities�inissue,�when�the�offer�period�commenced�and�when�any�offeror�was�first�identified.�You�should�contact�thePanel’s�Market�Surveillance�Unit�on�+44� (0)20�7638�0129� if�you�are� in�any�doubt�as�to�whether�you�arerequired�to�make�an�Opening�Position�Disclosure�or�a�Dealing�Disclosure.

Date

The�date�of�publication�of�this�document�is 22�December�2015.

24.3(d)(xii)

24.3(d)(ii)

6

TABLE OF CONTENTS

Page

ACTION TO BE TAKEN................................................................................................................................................................ 8

Action to be taken: Voting at the Court Meeting and the BG General Meeting ............................................ 9

Action to be taken: Form of Election to make a Shell A Share Alternative Election and/or a Mix and Match Election........................................................................................................................................ 12

Action to be taken: Royal Dutch Shell Nominee Service Opt-Out......................................................................... 15

EXPECTED TIMETABLE OF PRINCIPAL EVENTS................................................................................................................ 17

Part I LETTER FROM THE CHAIRMAN OF BG GROUP PLC .................................................................................. 19

Part II EXPLANATORY STATEMENT ................................................................................................................................ 34

Part III CONDITIONS TO AND FURTHER TERMS OF THE IMPLEMENTATION OF THE COMBINATION AND THE SCHEME......................................................................................................... 71

Part A: Conditions to the Combination ........................................................................................................................ 71

Part B: Waiver and Invocation of the Pre-Conditions and Conditions ............................................................ 78

Part C: Implementation by way of Offer ...................................................................................................................... 78

Part D: Certain further terms of the Combination .................................................................................................. 79

Part IV TAXATION.................................................................................................................................................................... 81

Part V DESCRIPTION OF SHELL SHARES....................................................................................................................... 85

Part VI ADDITIONAL INFORMATION............................................................................................................................... 88

Part VII SOME QUESTIONS AND ANSWERS ABOUT THE COMBINATION........................................................ 133

Part VIII NOTICES FOR CERTAIN OVERSEAS SHAREHOLDERS ................................................................................ 142

Part IX NOTES FOR MAKING ELECTIONS UNDER THE MIX AND MATCH FACILITY AND THE SHELL A SHARE ALTERNATIVE...................................................................................... 147

Part X FINANCIAL AND RATINGS INFORMATION .................................................................................................... 156

Part XI THE SCHEME OF ARRANGEMENT.................................................................................................................... 158

Part XII DEFINITIONS.............................................................................................................................................................. 171

Part XIII NOTICE OF COURT MEETING.............................................................................................................................. 182

Part XIV NOTICE OF BG GENERAL MEETING.................................................................................................................. 184

Appendix 1 Royal Dutch Shell Nominee Service terms and conditions .............................................................. 191

Appendix 2 Quantified Financial Benefits Statement................................................................................................ 200

Appendix 3 Opinion of the Pension Trustee in relation to the Combination................................................... 203

7

ACTION TO BE TAKEN

For�the�reasons�set�out�in�this�document (and�summarised�in�the�letter�from�the�Chairman�of�BG�set�out�inPart I� (Letter from the Chairman of BG Group plc)� of� this� document),� the� BG� Directors� unanimouslyrecommend� that� you� vote� in� favour� of� the� Scheme� at� the� Court�Meeting� and� the� Special� Resolutionrelating� to� the� Combination� to� be� proposed� at� the� BG� General� Meeting,� as� the� BG� Directors� haveirrevocably�undertaken�to�do�in�respect�of�their�own�beneficial�holdings�of�BG�Shares,�and�that�you�takethe�action�described�on�pages 9 to 16 below.

Documents you should have received

Detailed�instructions�on�the�action�to�be�taken�are�set�out�on�pages 9 to 16 below,�in�paragraph�26�of�Part II(Explanatory Statement)�and�in�Part IX (Notes for making elections under the Mix and Match Facility and theShell A Share Alternative)�of�this�document�and�in�the�Shareholder�Guide.

If�you�are�a�BG�Shareholder�(other�than�an�Election Restricted�Shareholder),�please�check�that�you�havereceived�the�following:

l a�BLUE�Form�of�Proxy�for�use�at�the�Court�Meeting;

l a�WHITE�Form�of�Proxy�for�use�at�the�BG�General�Meeting;�and

l for�certificated�BG�Shareholders�only:

l a�Form�of�Election for�use�in�connection�with�the�Mix�and�Match�Facility�and/or�the�Shell AShare�Alternative;

l a�Royal�Dutch�Shell�Nominee�Opt-Out�Form for�opting�out�of�the�Royal�Dutch�Shell�NomineeService;

l a�Shareholder�Guide�which�provides�guidance�on�how�to�complete� the�Forms�of�Proxy,� theForm�of�Election�and�the�Royal�Dutch�Shell�Nominee�Opt-Out�Form�and�answers�to�questionsthat�BG Shareholders may�have�in�connection�with�the�Combination; and

l an envelope for�returning�the�Form�of�Election�and/or�the�Royal�Dutch�Shell�Nominee�Opt-OutForm. No�stamp�is�required�for�BG�Shareholders�returning�the�forms�from�the�UK.

If�you�are�a�BG�ADR�Holder,�please�check�that�you�have�received�the�following:

l an�ADR�Voting�Instruction�Card;�and

l a�letter�from BG further�explaining�the�actions�you�should�take.

If�you�have�not�received�the�correct�documents,�please�contact�the�Shareholder�Helpline�on�the�telephonenumber�set�out�below (or,�if�you�are�a�BG�ADR�Holder,�by�using�the�contact�details�set�out�on�page 6 of�thisdocument).

Separate� communications� will� be� sent� to� participants� in� the� BG� Share� Plans� explaining� how� theiroutstanding�share�options�and/or�awards�will�be�affected�by�the�Combination�and�any�decisions�they�areable�to�make.

LR13.3.1(2)

LR13.3.1(5)

24.3(d)(vii)

25.4(a)(v)


If you have any questions in relation to this document, the BG Shareholder Meetings, or thecompletion and return of the Forms of Proxy, the Form of Election or the Royal Dutch ShellNominee Opt-Out Form, please telephone the Shareholder Helpline on 0800 917 8611 from

within the UK or +44 121 415 0920 if calling from outside the UK between 9.00 a.m. and 5.30 p.m.(London time) Monday to Friday (except English and Welsh public holidays).

Calls to the Shareholder Helpline from outside the UK will be charged at applicable international rates.Different charges may apply to calls from mobile telephones and calls may be recorded and randomlymonitored for security and training purposes.

The Shareholder Helpline cannot provide advice on the merits of the Combination or the Scheme orgive any financial, legal or tax advice.

8

ACTION TO BE TAKEN:VOTING AT THE COURT MEETING AND THE BG GENERAL MEETING

The�Scheme�will�require�approval�at�a�meeting�of�BG�Shareholders�convened�with�the�permission�of�theCourt�to�be�held�at ExCel�London,�One�Western�Gateway,�Royal�Victoria�Dock,�London,�E16�1XL at 11.00�a.m.on 28� January� 2016 (UK time).� Implementation� of� the� Scheme� will� also� require� approval� by� BGShareholders� of� the� Special� Resolution� relating� to� the�Combination� to� be� proposed� at� the�BG�GeneralMeeting.�The�BG�General�Meeting�will�be�held�at�the�same�place�as�the�Court�Meeting,�at 11.10�a.m. (or�assoon�thereafter�as�the�Court�Meeting�shall�have�been�concluded�or�adjourned).

BG�Shareholders�entitled� to�attend�and�vote�at� the�BG�Shareholder�Meetings�are�entitled� to�appoint�aproxy�to�exercise�all�or�any�of�their�rights�to�attend,�speak�and�vote�at�the�Court�Meeting�and/or�the�BGGeneral�Meeting.�A�proxy�need�not�be�a�BG�Shareholder.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that theCourt may be satisfied that there is a fair and reasonable representation of the opinion of BGShareholders. Whether or not you intend to attend the Court Meeting and/or the BG General Meeting,please sign and return your Forms of Proxy, or deliver your voting instructions by one of the othermethods mentioned below, as soon as possible.

(a) Sending Forms of Proxy by post or by hand

BG�Shareholders�will be�sent�a�BLUE�Form�of�Proxy�for�use�in�connection�with�the�Court�Meeting�and�aWHITE�Form�of�Proxy�for�use�in�connection�with�the�BG�General�Meeting.�Please�complete�and�sign�theForms�of�Proxy�in�accordance�with�the�instructions�printed�on�them�and�return�them,�either: (i)�by�post�(noenvelope or�stamp required if�posting�from�the�UK); or (ii)�during�normal�business�hours�only,�by�hand,�toEquiniti,� Aspect� House,� Spencer� Road,� Lancing,�West� Sussex,� BN99� 6DA,� United� Kingdom� so� as� to� bereceived�as�soon�as�possible�and�in�any�event�not�later�than�the�relevant�time�set�out�below:

BLUE�Forms�of�Proxy�for�the�Court�Meeting 11.00�a.m. (UK time)�on 26�January�2016

WHITE�Forms�of�Proxy�for�the�BG�General�Meeting 11.10�a.m. (UK time)�on 26�January�2016

or,�if�in�either�case�the�meeting�is�adjourned,�not�later�than�48�hours�(excluding�non-working�days)�beforethe�time�fixed�for�the�adjourned�meeting.

If� the�BLUE� Form�of�Proxy� for� the�Court�Meeting� is�not� returned�by� such� time,� it�may�be�handed� to� arepresentative�of Equiniti or�the�Chairman�of�the�Court�Meeting�before�the�start�of�that�meeting�and�willstill�be�valid.�However,�in�the�case�of�the�BG�General�Meeting,�the�WHITE�Form�of�Proxy�must�be�receivedby�Equiniti�by�the�time�mentioned�above�or�it�will�be�invalid.

BG�Shareholders�are�entitled�to�appoint�a�proxy�in�respect�of�some�or�all�of�their�BG�Shares�and�may�alsoappoint�more�than�one�proxy,�provided�that�each�proxy�is�appointed�to�exercise�the�rights�attached�to�adifferent�share�or�shares�held�by�such�holder.�BG�Shareholders�who�wish�to�appoint�more�than�one�proxyin�respect�of�their�holding�of�BG�Shares�should�contact Equiniti for�further�Forms�of�Proxy.

Completion�and�return�of�a�Form�of�Proxy,�or�the�appointment�of�a�proxy�electronically�using�CREST�(or�anyother�procedure�described�below),�will�not�prevent�you�from�attending,�speaking�and�voting�in�person�ateither� the�Court�Meeting�or� the�BG�General�Meeting,�or�any�adjournment� thereof,� if� you�wish�and�areentitled�to�do�so.

(b)� Online appointment of proxies

As� an� alternative� to� completing� and� returning� the� printed� Forms� of� Proxy,� Forms� of� Proxy� may� besubmitted�electronically�by�logging�on�to�the�following�website:�www.sharevote.co.uk and�following�theinstructions�there.�For�an�electronic�proxy�appointment�to�be�valid,�the�appointment�must�be�received�byEquiniti�no�later�than:

for�the�Court�Meeting 11.00�a.m. (UK time)�on 26�January�2016

for�the�BG�General�Meeting 11.10�a.m. (UK time)�on 26�January�2016

9

or,�if�in�either�case�the�meeting�is�adjourned,�not�later�than�48�hours�(excluding�non-working�days)�beforethe�time�fixed�for�the�adjourned�meeting.

In�the�case�of�the�Court�Meeting�only,�if�you�have�not�appointed�a�proxy�electronically�by�such�time�youmay�complete�the�BLUE�Form�of�Proxy�and�hand�it�to�a�representative�of Equiniti or�the�Chairman�of�theCourt�Meeting�before�the�start�of�that�meeting.

(c)� Electronic appointment of proxies through CREST

If�you�hold�BG�Shares�in�uncertificated�form�through�CREST�and�wish�to�appoint�a�proxy�or�proxies�for�theBG�Shareholder�Meetings�(or�any�adjourned�meeting)�by�using�the�CREST�electronic�proxy�appointmentservice,� you� may� do� so� by� using� the� procedures� described� in� the� CREST� Manual� (available� atwww.euroclear.com).� CREST� personal�members� or� other� CREST� sponsored�members,� and� those� CRESTmembers�who�have�appointed�any�voting�service�provider(s),�should�refer�to�their�CREST�sponsor�or�votingservice�provider(s),�who�will�be�able�to�take�the�appropriate�action�on�their�behalf.

In�order�for�a�proxy�appointment�or�instruction�made�using�the�CREST�service�to�be�valid,�the�appropriateCREST�message� (a� “CREST Proxy Instruction”)�must� be� properly� authenticated� in� accordance�with� thespecifications�of�Euroclear�and�must�contain�the�information�required�for�such�instructions�as�describedin�the�CREST�Manual.�The�message�(regardless�of�whether�it�constitutes�the�appointment�of�a�proxy�or�anamendment� to� the� instructions� given� to� a� previously� appointed� proxy),�must,� in� order� to� be� valid,� betransmitted�so�as�to�be�received�by Equiniti (ID�RA19)�not�less�than�48�hours�(excluding�non-working�days)before�the�time�fixed�for�the�Court�Meeting�or�BG�General�Meeting�(or�adjourned�meeting),�as�applicable.For�this�purpose,�the�time�of�receipt�will�be�taken�to�be�the�time�(as�determined�by�the�timestamp�appliedto� the�message�by� the�CREST�Application�Host)� from�which Equiniti is�able� to� retrieve� the�message�byenquiry�to�CREST�in�the�manner�prescribed�by�CREST.�After�this�time�any�change�of�instructions�to�proxiesappointed�through�CREST�should�be�communicated�to�the�appointee�through�other�means.

CREST�members�and,�where�applicable,�their�CREST�sponsors�or�voting�service�providers,�should�note�thatEuroclear� does� not� make� available� special� procedures� in� CREST� for� any� particular� messages.� Normalsystem�timings�and�limitations�will�therefore�apply�in�relation�to�the�input�of�CREST�Proxy�Instructions.�Itis�the�responsibility�of�the�CREST�member�concerned�to�take�(or,�if�the�CREST�member�is�a�CREST�personalmember�or�sponsored�member�or�has�appointed�any�voting�service�provider(s),� to�procure�that�his/herCREST� sponsor� or� voting� service� provider(s)� take(s))� such� action� as� shall� be�necessary� to� ensure� that� amessage�is�transmitted�by�means�of�the�CREST�system�by�any�particular�time.�CREST�members�and,�whereapplicable,�their�CREST�sponsors�or�voting�service�providers�are�referred,�in�particular,�to�those�sections�ofthe�CREST�Manual�concerning�practical�limitations�of�the�CREST�system�and�timings.

BG�may�treat�a�CREST�Proxy�Instruction�as�invalid�in�the�circumstances�set�out�in�the�CREST�Regulations.

(d)� Further information about proxies and voting

Further� information� in� relation� to� the� appointment� of� proxies� for� and� voting� at� the� BG� ShareholderMeetings�is�set�out�in�paragraph�26�of�Part�II�(Explanatory Statement)�of�this�document,�in�the�notice�ofthe�Court�Meeting�set�out�in�Part�XIII (Notice of Court Meeting)�of�this�document,�in�the�notes�to�the�noticeof�the�BG�General�Meeting�set�out�in�Part�XIV (Notice of BG General Meeting)�of�this�document�and�in�theinstructions�printed�on�the�Forms�of�Proxy.

If�you�hold�BG�Shares�indirectly,�you�must�rely�on�the�procedures�of�the�bank,�broker,�financial�institution,share�plan�administrator�or�share�plan�nominee�or�other�securities�intermediary�through�which�you�holdBG�Shares.�You�should�contact�such� intermediary�for� further� instructions�on�how�you�can� instruct�thatintermediary� to�vote�on�your�behalf�at� the�BG�Shareholder�Meetings�and� the�date�by�which�you�mustprovide�such�instructions�to�the�intermediary.

(e)� BG ADR Holders

BG�ADR�Holders�will be�provided�with an�ADR�Voting�Instruction�Card�for�use�in�connection�with�the�CourtMeeting� and� the� BG� General� Meeting.� Please� complete� and� sign� the ADR� Voting� Instruction� Card� inaccordance�with� the� instructions� printed� on� it� and� return� it� by� post� to� the�BG�Depositary� so� as� to� bereceived�as�soon�as�possible�and,�in�any�event,�not�later�than 12�noon (New�York�time)�on 26�January�2016.If� you� hold� your� BG� ADRs� indirectly,� you� must� rely� on� the� procedures� of� the� bank,� broker,� financialinstitution�or�share�plan�administrator�through�which�you�hold�your�BG�ADRs�if�you�wish�to�provide�votinginstructions.

10

Further�information�for�BG�ADR�Holders�is�set�out�in�paragraph�21�of�Part�II�(Explanatory Statement)�of�thisdocument.

(f) BG Share Plans

Participants�in�the�BG�Share�Plans�should�refer�to�paragraph�13�of�Part�II�(Explanatory Statement)�of�thisdocument�for� information�relating�to�the�effect�of�the�Combination�on�their�rights�under�the�BG�SharePlans.

Separate� communications� will� be� sent� to� participants� in� the� BG� Share� Plans� explaining� how� theiroutstanding�share�options�and/or�awards�will�be�affected�by�the�Combination�and�any�decisions�they�areable�to�make.

11

ACTION TO BE TAKEN: FORM OF ELECTION TO MAKE A SHELL A SHARE ALTERNATIVE ELECTION

AND/OR A MIX AND MATCH ELECTION

(a) How to make an election

(i) BG Shareholders

Under�the�terms�of�the�Scheme�and�the�Combination,�it�is�intended�that�all�Scheme�Shareholders (otherthan�Restricted�Shareholders) will�receive�383�pence�in�cash�and�0.4454�Shell�B�Shares�in�respect�of�eachScheme�Share�they�hold,�unless:

l they�actively�elect�to�receive�all�or�part�of�the�share�component�in�Shell�A�Shares�(as�opposed�toShell�B�Shares)�at�the�same�exchange�ratio�under�the�Shell A Share Alternative;�and/or

l they�actively�elect�to�vary�the�proportions�in�which�they�receive�New�Shell�Shares�and�cash,�subjectto�the�elections�by�other�Scheme�Shareholders,�under�the�Mix and Match Facility,

in�each�case,�by�completing�and�returning�the�Form�of�Election�(in�respect�of�BG�Shares�held�in�certificatedform)�or�making�a�TTE�Electronic�Election� (in� respect�of�BG�Shares�held�within�CREST).� Instructions� forcompleting�the�Form�of�Election�can�be�found� in�Part IX (Notes for making elections under the Mix andMatch Facility and the Shell A Share Alternative)�of�this�document,� in�the�Shareholder�Guide�and�on�theForm�of�Election�itself.

Further�information�in�relation�to�the�Shell�A�Share�Alternative�and�the�Mix�and�Match�Facility,�includinga�description�of�the�mechanism�for�setting�the�price�at�which�you�can�exchange�your�New�Shell�Shares�forcash� (and�vice versa)�under� the�Mix�and�Match�Facility,� can�be� found in�paragraphs� 10�and� 11�of�Part� II(Explanatory Statement)�of�this�document�and�in�the�Shareholder�Guide.

If you wish to receive the default Consideration of 383 pence in cash and 0.4454 Shell B Shares in respectof your entire holding of Scheme Shares, you should NOT return the Form of Election or make a TTEElectronic Election.

If�you�hold�Scheme�Shares�in�certificated�form�(that�is,�not�in�CREST)�and�you�wish�to�make�a�Shell�A�ShareAlternative�Election�and/or�a�Mix�and�Match�Election,�please�complete�and�return�the Form�of�Electioneither: (i)�by�post; or (ii)�during�normal�business�hours�only,�by�hand,�to�Equiniti,�Aspect�House,�SpencerRoad,�Lancing,�West�Sussex BN99�6DA so�as�to�reach�Equiniti by�the�Election�Return�Time.�Instructions�onhow�to�complete�the�Form�of�Election�are�printed�thereon.�An envelope is provided for�your�convenienceand�no�stamp�is�required�for�BG�Shareholders�returning�the�Form�of�Election�from�the�UK.

If�you�hold�Scheme�Shares�in�uncertificated�form�(that�is,�in�CREST)�and�you�wish�to�make�a�Shell�A�ShareAlternative� Election� and/or� a�Mix� and�Match� Election,� you�may� submit� your� election� electronically� bytaking�(or�procuring�to�be�taken)�the�actions�set�out�in�Part IX (Notes for Making Elections under the Mixand Match Facility and the Shell A Share Alternative)�of�this�document�to�transfer�the�Scheme�Shares�inrespect�of�which�you�wish�to�make�a�Shell�A�Share�Alternative�Election�and/or�a�Mix�and�Match�Electionto� an� escrow� balance,� using� a� TTE� Electronic� Election� specifying� Equiniti� (in� its� capacity� as� a� CRESTparticipant� under� the� ID 5RA95)� as� the� escrow� agent.� If� you�wish� to�make� a� Shell� A� Share�AlternativeElection�and/or�a�Mix�and�Match�Election�by�completing�a�Form�of�Election�you�must�rematerialise�yourScheme�Shares�by�completing�a�CREST�stock�withdrawal�form�and,�on�receipt�of�the�relevant�certificate,you�may� request� a� Form� of� Election� by� contacting� the� Shareholder� Helpline,� quoting� the� shareholderreference�number�stated�on�the�certificate.

If�you�hold�Scheme�Shares� in�both�certificated�and�uncertificated�form�and�you�wish�to�make�a�Shell�AShare�Alternative�Election�and/or�a�Mix�and�Match�Election�in�respect�of�both�such�holdings,�you�mustmake�separate�elections�in�respect�of�each�holding.

The Election Return Time (being the last time for lodging your Form of Election or making your TTEElectronic Election) is 4.30 p.m. on 12 February 2016, as set out in the expected timetable of principalevents on pages 17 and 18 of this document.

24.3(d)(vii)

12

Any�changes�to�the�Election�Return�Time will�be�announced�by�BG�via�a�Regulatory�Information�Servicein due� course,� with� such� announcement� being� made� available� on� BG’s� and� Shell’s� websites� atwww.bg-group.com and�www.shell.com,�respectively.

If� you� hold� Scheme� Shares� indirectly,� you� must� rely� on� the� procedures� of� the� bank,� broker,� financialinstitution,� share� plan� administrator� or� share� plan� nominee� or� other� securities� intermediary� throughwhich�you�hold�Scheme�Shares.�You�should�contact�such�intermediary�for�further�instructions�on�how�youcan� instruct� that� intermediary� to�make�an�election�under� the�Mix� and�Match� Facility� and/or� the� ShellA Share� Alternative� on� your� behalf� and� the� date� by�which� you�must� provide� such� instructions� to� theintermediary.

(ii) BG ADR Holders and Overseas Shareholders

The�Shell�A�Share�Alternative�and�Mix�and�Match�Facility�have�not�been�extended�to�BG�ADR�Holders�or�toElection Restricted�Shareholders,�and�no�Form�of�Election�will�be�sent�to�them. Further� information�forBG ADR�Holders�can�be�found�in�paragraph 21�of�Part II�(Explanatory Statement).

The� availability� of� the� Shell� A� Share� Alternative� and� the� Mix� and� Match� Facility� to� other� OverseasShareholders�may�be�limited.�Further�details�are�set�out�in�paragraph 23�of�Part�II�(Explanatory Statement)of�this�document.

(iii) Participants in BG Share Plans

You�will�receive�separate�instructions�about�any�decisions�you�can�make�in�respect�of�share�options�and/orawards�you�hold�under�the�BG�Share�Plans�or�Scheme�Shares�held�on�your�behalf�in�a�vested�share�accountadministered by�Computershare Investor�Services�plc.

(b) Options available under the Mix and Match Facility and the Shell A Share Alternative

As�a�result�of�the�Mix�and�Match�Facility�and�the�Shell�A�Share�Alternative,�there�are�a�total�of�six�differentoptions�available�to�Scheme�Shareholders�in�respect�of�how�they�can�elect�to�receive�their�Consideration.The six�options�for�each�Scheme�Share�are�summarised�below:

l Default�Consideration:�Under�this�option,�Scheme�Shareholders�will�receive�383�pence�and�0.4454Shell�B�Shares�for�each�Scheme�Share�held�at�the�Scheme�Record�Time.�If�a�Scheme�Shareholderdoes�not�make� any election,� they�will� automatically� receive� the�default�Consideration.�SchemeShareholders who wish to receive the default Consideration in respect of their entire holding ofScheme Shares should NOT return the Form of Election or make a TTE Electronic Election.

l All�Cash�(Shell�B�Shares):�Under�this�option,�Scheme�Shareholders�can�elect�to�exchange�the�shareconsideration�of�0.4454�New�Shell�Shares�for�each�Scheme�Share�held�for�cash.�In�the�event�thatany�such�election�cannot�be�fully�satisfied�and�is�scaled�down,�Scheme�Shareholders�will�receive383� pence� in� cash� and� 0.4454� Shell� B� Shares in� respect� of� each� Scheme� Share� for� which� thiselection�is�not�satisfied.

l All�Shares�(Shell�B�Shares):�Under�this�option,�Scheme�Shareholders�can�elect�to�exchange�the�cashconsideration�of�383�pence�for�each�Scheme�Share�held�for�Shell�B�Shares.�In�the�event�that�anysuch�election�cannot�be�fully�satisfied�and�is�scaled�down,�Scheme�Shareholders�will�receive�383pence�in�cash�and�0.4454�Shell�B�Shares in�respect�of�each�Scheme�Share�for�which�this�election�isnot�satisfied.

l Shell�A�Share�Alternative�only:�Under�this�option,�Scheme�Shareholders�can�elect�to�receive�0.4454Shell�A�Shares�(instead�of�0.4454�Shell�B�Shares) and�383�pence�in�cash�for�each�Scheme�Share�held.

l All�Cash�(Shell�A�Shares):�Under�this�option,�Scheme�Shareholders�can�elect�to�exchange�the�shareconsideration�of�0.4454�New�Shell�Shares�for�each�Scheme�Share�held�for�cash.�In�the�event�thatany�such�election�cannot�be�fully�satisfied�and�is�scaled�down,�Scheme�Shareholders�will�receive383� pence� in� cash� and� 0.4454� Shell� A� Shares in� respect� of� each� Scheme� Share� for� which� thiselection�is�not�satisfied.

l All�Shares�(Shell�A�Shares):�Under�this�option,�Scheme�Shareholders�can�elect�to�exchange�the�cashconsideration�of�383�pence�for�each�Scheme�Share�held�for�Shell�A�Shares.�In�the�event�that�any

13

such�election�cannot�be�fully�satisfied�and�is�scaled�down,�Scheme�Shareholders�will�receive�383pence�in�cash�and�0.4454�Shell�A�Shares in�respect�of�each�Scheme�Share�for�which�this�election�isnot�satisfied.

(i) Making an election in relation to ALL of your Scheme Shares

The�following�table�sets�out�the�boxes�on�the�Form�of�Election�that�you�should�complete�if�you�wish�toelect�for�one option�in�respect�of�ALL of�your�Scheme�Shares.�You�should�complete�only�the�boxes�indicatedbelow�–�you�should�leave�all�other�boxes�on�the�Form�of�Election�blank.

(ii) Making a Split Election

If�you�wish�to�split�your�holding�of�Scheme�Shares�across the options�set�out�above�(a�“Split Election”),�youshould�complete�Parts 5 and 6 of�the�Form�of�Election.�Parts 3 and 4 of�the�Form�of�Election�should�remainblank.

Please�read�the�instructions�in�Part 5 of�the�Form�of�Election�carefully�before�completing�the�boxes.�If�youcomplete�Part 5 of�the�Form�of�Election,�please�ensure�that�the�total�of�the�numbers�in Boxes 5.1 to 5.6 doesnot�exceed�your�total�holding�of�Scheme�Shares�as�shown�in�Part 2 of�the�Form�of�Election�(or,�if�you�havebought�or�sold�Scheme�Shares�since 14�December�2015,�your�total�holding�of�Scheme�Shares�when�youcomplete�the�Form�of�Election).

To�the�extent�that�elections�under�the�Mix�and�Match�Facility�cannot�be�satisfied�in�full,�they�will�be�scaleddown�on�a�pro rata basis.�Please�read�Part IX (Notes for making elections under the Mix and Match Facilityand the Shell A Share Alternative)�of�this�document�and�Part 5 of�the�Form�of�Election�to�ensure�that�youunderstand�what�will�happen�if�any�of�your�elections�cannot�be�satisfied�in�full.

(iii) Effect of buying or selling Scheme Shares

If�you�buy�or�sell�Scheme�Shares�after�you�complete�the�Form�of�Election�but�before�the�Scheme�RecordTime,�you�should�read�Part IX (Notes for making elections under the Mix and Match Facility and the Shell AShare Alternative)� of� this� document� for� details� of� how� your� elections� will� be� affected� or� contact� theShareholder�Helpline for�guidance�on�how to�make�a�new�or�additional�election.

Option Form of Election sections to be completed

Default�Consideration You should NOT complete the Form of Election

All�Cash�(Shell�B�Shares) Box 3.1 and�Part 6

All�Shares�(Shell�B�Shares) Box 3.2 and�Part 6

Shell�A�Share�Alternative�only Box 4 and�Part 6

All�Cash�(Shell�A�Shares) Box 3.1,�Box 4 and�Part 6

All�Shares�(Shell�A�Shares) Box 3.2,�Box 4 and�Part 6

14

ACTION TO BE TAKEN:ROYAL DUTCH SHELL NOMINEE SERVICE OPT-OUT

As�at�the�date�of�this�document,�Shell�sponsors�the�Royal�Dutch�Shell�Nominee�Service,�which�is providedby�Equiniti� Financial� Services� Limited,� through�which�Shell� Shareholders�with�a� registered�address� in�aRoyal� Dutch� Shell� Nominee� Service� Jurisdiction�may� hold� their� Shell� Shares� in� electronic� form� free� ofcharge.

Under�the�terms�of�the�Scheme,�BG�Shareholders�with�a�registered�address�in�a�Royal�Dutch�Shell�NomineeService�Jurisdiction�who�hold�their�BG�Shares�in�certificated�form�immediately�prior�to�the�Scheme�RecordTime�shall,�by�default,�receive�any�entitlement�to�New�Shell�Shares�in�electronic�form�through�the�RoyalDutch�Shell�Nominee�Service.�The�New�Shell�Shares�will�be�issued�to�the�Royal�Dutch�Shell�Nominee�on�theEffective�Date,�who�will�then�hold�the�New�Shell�Shares�on�behalf�of�such�BG�Shareholders�through�CRESTin�accordance�with�the�terms�and�conditions�of�the�Royal�Dutch�Shell�Nominee�Service,�which�are�set�outin Appendix�1 of�this�document.

Certificated�BG�Shareholders�who�do�not�wish�to�hold�their�New�Shell�Shares�through�the�Royal�DutchShell�Nominee�Service�will�need�to�complete�the�Royal�Dutch�Shell�Nominee�Opt-Out�Form�and�return�iteither: (i)�by�post; or (ii)�during�normal�business�hours�only,�by�hand,�to�Equiniti,�Corporate�Actions,�AspectHouse,�Spencer�Road,�Lancing,�West�Sussex�BN99�6DA,�so�as�to�be�received�as�soon�as�possible�and�in�anyevent�not�later�than�4.30�p.m.�(UK time)�on 12�February�2016 (being�the�Election�Return�Time).�An envelopeis provided for�your�convenience and�no�stamp�is�required�for�BG�Shareholders�returning�the�Royal�DutchShell�Nominee�Opt-Out�Form�from�the�UK.

If a certificated BG Shareholder with a registered address in a Royal Dutch Shell Nominee ServiceJurisdiction does not return a Royal Dutch Shell Nominee Opt-Out Form by the Election Return Time, suchBG Shareholder will receive any entitlement to New Shell Shares in electronic form through the RoyalDutch Shell Nominee Service.

Certificated�BG�Shareholders�who: (i)�have�validly�opted-out�of�the�Royal�Dutch�Shell�Nominee�Service�byreturning�a�Royal�Dutch�Shell�Nominee�Opt-Out�Form;�or�(ii)�do�not�have�a�registered�address�in�a�RoyalDutch�Shell�Nominee�Service�Jurisdiction�will�receive any entitlement�to�New�Shell�Shares�in�certificatedform.

BG�Shareholders�who�have�been�automatically�defaulted�into�the�Royal�Dutch�Shell�Nominee�Service�andwho�wish�to�exit�the�Royal�Dutch�Shell�Nominee�Service�after�the�Effective�Date�may�do�so�by�contactingthe� Royal�Dutch� Shell�Nominee� at� Equiniti� Corporate�Nominees� Limited,� Aspect�House,� Spencer� Road,Lancing,�West�Sussex�BN99 6DA.�BG�Shareholders�will�be�entitled�to�exit�the�Royal�Dutch�Shell�NomineeService�free�of�charge�for�a�period�of�18�months�from�the�Effective�Date.�Thereafter,�BG�Shareholders�mayexit�the�Royal�Dutch�Shell�Nominee�Service�by�paying�the�cancellation�charge�(currently�£10). The�otherfees�and�charges�associated�with�holding�Shell�Shares�through�the�Royal�Dutch�Shell�Nominee�Service�areset�out�in�paragraph 12�of�Part II�(Explanatory Statement).

Further�information�in�relation�to�the�Royal�Dutch�Shell�Nominee�Service,� including�details�of�the�RoyalDutch�Shell�Nominee�Service�terms�and�conditions,� the�advantages�and�disadvantages�of�holding�ShellShares�through�the�Royal�Dutch�Shell�Nominee�Service�and�the�charges�associated�with�using�and�exitingthe�Royal�Dutch�Shell�Nominee�Service,�are�set�out�in�paragraph�12�of�Part�II�(Explanatory Statement)�of�thisdocument and in�Section 5 of� the�Shareholder�Guide.�A� copy�of� the� terms�and�conditions�of� the�RoyalDutch�Shell�Nominee�Service�can�be�found�in Appendix 1 of�this�document.

Certificated�BG�Shareholders�with�a�registered�address�in�a�Royal�Dutch�Shell�Nominee�Service�Jurisdictionwho�are�in�any�doubt�as�to�what�action�they�should�take�with�regard�to�the Royal�Dutch Shell�NomineeService�are�recommended�to�seek�their�own�personal�financial�advice�immediately�from�their�stockbroker,bank�manager,�solicitor,�accountant�or�other�independent�financial�adviser�authorised�under�the�FinancialServices� and� Markets� Act� 2000� if� they� are� resident� in� the� United� Kingdom,� or,� if� not,� from� anotherappropriately�authorised�independent�financial�adviser.

15


If you have any questions in relation to this document, the BG Shareholder Meetings, or thecompletion and return of the Forms of Proxy, the Form of Election or the Royal Dutch ShellNominee Opt-Out Form, please telephone the Shareholder Helpline on 0800 917 8611 from

within the UK or +44 121 415 0920 if calling from outside the UK between 9.00 a.m. and 5.30 p.m.(London time) Monday to Friday (except English and Welsh public holidays).


The Shareholder Helpline cannot provide advice on the merits of the Combination or the Scheme orgive any financial, legal or tax advice.

16

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times shown are UK times unless otherwise stated. All dates and times are based on BG’s and Shell’scurrent expectations and are subject to change. If any of the dates and/or times in this expected timetablechange, the revised dates and/or times will be notified to BG Shareholders by announcement through theRegulatory Information Service of the London Stock Exchange, with such announcement being madeavailable on BG’s and Shell’s websites at www.bg-group.com and www.shell.com, respectively.

Event Expected time/date

Publication�of�this�document,�the�Shell�Prospectus�and�the�Shell�Circular 22�December�2015

Publication�of�operational�and�trading�update�by�BG 20�January�2016

Publication�of Shell�update�on�fourth�quarter�2015�and�full�year�2015 unaudited�results 20�January�2016

Latest�time�for�lodging�Forms�of�Proxy�for:

Court�Meeting�(BLUE�form) 11.00�a.m. on 26�January 2016(1)

BG�General�Meeting�(WHITE�form) 11.10�a.m. on 26�January 2016(1)

Latest�time�for�receipt�by�the�BG�Depositary�of�completed� 12�noon (New�York�time)�on 26�January 2016(2)

ADR�Voting�Instruction�Cards

Voting�Record�Time 6.00�p.m. on 26�January 2016(3)

Shell�General�Meeting 10.00�a.m.�(Central�European�time) on 27�January 2016(4)

Court Meeting 11.00 a.m. on 28 January 2016

BG General Meeting 11.10 a.m. on 28 January 2016(5)

Publication�of�Shell’s�2015�fourth�quarter�and�full�year�2015�results 4�February�2016

Publication�of�BG’s�2015�fourth�quarter�and�full�year�2015�results 5�February�2016

The following dates are indicative only and subject to change; please see note (6) below

Court�Hearing 11�February 2016(6)

Last�day�of�dealings�in,�and�for�the�registration�of�transfers�of,�BG�ADRs 11�February�2016(6)

Suspension�of�dealings�in�BG�ADRs 6.00�p.m.�(New�York�time)�on�11�February�2016(6)

Latest�time�for�receipt�of�Forms�of�Election�or,�for�CREST�holders,� 4.30�p.m.�on 12�February 2016(6)

TTE�Electronic�Elections

Latest�time�for�receipt�of�Royal�Dutch�Shell�Nominee�Opt-Out�Forms 4.30�p.m.�on 12�February 2016(6)

Last�day�of�dealings�in,�and�for�registration�of�transfers�of,�and�disablement 12�February 2016(6)

in�CREST�of,�BG�Shares

Suspension�of�listing�of,�and�dealings�in,�BG�Shares 6.00�p.m. on 12�February 2016(6)

Scheme�Record�Time 6.00�p.m. on 12�February 2016(6)

Effective Date 15 February 2016(6)

Announcement�of�Mix�and�Match�Reference�Price 15�February�2016(6)

Section�3(d)�of

Appendix�7

17

www.bg-group.com

www.shell.com

Event Expected time/date

Admission�and�commencement�of�dealings�in�New�Shell�Shares� by 8.00�a.m. on 15�February 2016(6)

on�the�London�Stock�Exchange

Issue�of�New�Shell�Shares�and�crediting�of�New�Shell� at�or soon�after�8.00�a.m. on 15�February 2016(6)

Shares�soon�after�to�CREST�accounts�

Delisting�of�BG�Shares 8.00�a.m. on 15�February 2016(6)

16 February 2016(6)

Admission�to�listing�and trading�of�the�New�Shell�Shares� by 9.00�a.m. (Central�Europeanon�Euronext�Amsterdam* time)�on 16�February 2016(6)

Latest�date�for:�(i)�CREST�accounts�to�be�credited�with� 14�days�after�the�Effective�Date(6)

New�Shell�Shares�and�assured�payment�obligations�in�respect�of�any�cash�due;�and�(ii)�despatch�of�cheques�and�share�certificates�or�statements�of�entitlement�under�the�Royal�Dutch�Shell�Nominee�Service�in�respect�of�the New�Shell�Shares�(in�each�case,�where�applicable)

Latest�date�on�which�the�Scheme�may�be�implemented 31�July�2016(7)

Notes:

(1) The�BLUE�Form�of�Proxy�for�the�Court�Meeting,�if�not�lodged�by�the�time�stated�above,�may�be�handed�to�a�representativeof Equiniti,�or�the�Chairman�of�the�Court�Meeting,�before�the�start�of�the�Court�Meeting.�However,�in�order�to�be�valid,�theWHITE�Form�of�Proxy�must�be�received�by�Equiniti�no�later�than 11.10�a.m. (UK time)�on 26�January�2016 (or,�if�the�BG�GeneralMeeting�is�adjourned,�48�hours�(excluding�non-working�days)�before�the�time�fixed�for�the�adjourned meeting).�Please�see“Action to be taken: Voting at the Court Meeting and the BG General Meeting”�on�pages 9 to 11.

(2) Only� those�BG�ADR�Holders�who�hold�BG�ADRs�at 6.00 p.m. (New�York� time)�on 31 December�2015 (or� in� the�case�of�apostponement�or�adjournment�of�the�BG�Shareholder�Meetings, such�later�time�or�date�as�may�be�announced), will�beentitled�to�instruct�the�BG�Depositary�to�exercise�voting�rights�in�respect�of�the�BG�Shares�represented�by�their�BG�ADRs�atthe�BG�Shareholder�Meetings.

(3) Only�those�BG�Shareholders�registered�on�the�register�of�members�of�BG,�and�those�persons who�own�BG�Shares�pursuantto a� BG� Share� Plan, at 6.00 p.m.� on 26� January� 2016 (or� in� the� case� of� a� postponement� or� adjournment� of� the� BGShareholder�Meetings,�at 6.00 p.m.�on�the�day�which�is�two�days�(excluding�non-working�days)�before�the�date�set�for�thepostponed�or�adjourned�BG�Shareholder�Meetings)�will�be�entitled�to�vote�at�the�BG�Shareholder�Meetings.

(4) The�Shell�General�Meeting�is�required�to�be�held�as�the�Combination�constitutes�a�“Class�1”�transaction�for�Shell�under�theListing�Rules,�requiring�Shell�Shareholder�approval.

(5) To�commence�at 11.10�a.m. or,�if�later,�immediately�after�the�conclusion�or�adjournment�of�the�Court�Meeting.

(6) These�times�and�dates�are�indicative�only�and�will�depend�on,�among�other�things,�the�dates�on�which: (i)�the�Conditionsare� satisfied� or� (where� applicable)� waived; (ii)� the� Court� sanctions� the� Scheme; and� (iii)� a� copy� of� the� Court� Order� isdelivered�to�the�Registrar�of�Companies.�If�the�expected�date�of�the�Court�Hearing�is�changed,�BG�will�give�notice�of�thechanges�by�issuing�an�announcement�through�a�Regulatory�Information�Service.

(7) This�is�the�latest�date�on�which�the�Scheme�may�become�effective�unless�BG�and�Shell�agree,�and�(if�required)�the�Courtand�the�Panel�allow,�a�later�date.

New�Shell�Shares�capable�of�being�deposited�with�the�ShellDepositary�in�exchange�for�the�corresponding�class�and�amountof�Shell�ADSs,�which�may�be�traded�on�the�New�York�StockExchange

18

* New�Shell�Shares�will�officially�be�admitted�to�listing�and�trading�on�Euronext�Amsterdam�on�the�day�following�the�EffectiveDate,�but�trading�of�the�New�Shell�Shares�on�Euronext�Amsterdam�will�be�possible�on�the�Effective�Date.

Part I LETTER FROM THE CHAIRMAN OF

BG GROUP PLC

Directors: Registered Office:

Andrew Gould (Chairman) 100 Thames Valley Park Drive,Helge Lund (Chief Executive) Reading,Simon Lowth (Chief Financial Officer) Berkshire,Sir John Hood (Senior Independent Non-Executive Director) RG6 1PT,Vivienne Cox (Non-Executive Director) United KingdomPamela Daley (Non-Executive Director)Martin Ferguson (Non-Executive Director) Registered number: 03690065

Baroness Hogg (Non-Executive Director)Caio Koch-Weser (Non-Executive Director)Lim Haw-Kuang (Non-Executive Director)Sir David Manning (Non-Executive Director)Mark Seligman (Non-Executive Director)Patrick Thomas (Non-Executive Director)

22 December 2015

To all BG Shareholders and BG ADR Holders, and, for information only, to participants in the BG Share Plansand persons with information rights

Dear Shareholder,

RECOMMENDED CASH AND SHARE OFFERFOR BG GROUP PLC BY

ROYAL DUTCH SHELL PLC

1. Introduction

On 8 April 2015 the BG Board and the Shell Board announced that they had reached agreement on theterms of a recommended cash and share offer by Shell for the entire issued and to be issued ordinary sharecapital of BG.

Since April 2015, the Pre-Conditions to the Combination, being the receipt of competition authorityclearances in Australia, Brazil, China and the EU, as well as foreign investment approval in Australia, havebeen satisfied, as announced on 14 December 2015.

I am therefore writing to you now on behalf of the BG Directors to explain the background to and detailedterms of the Combination, to encourage you to vote at the BG Shareholder Meetings to be held on28 January 2016 to consider the Combination, and to explain why the BG Board is unanimouslyrecommending that BG Shareholders vote in favour of the resolutions to be put to those BG ShareholderMeetings.1

LR13.3.1(1), (2)

and (3)

24.3(d)(ii)

23.2

25.2(a)

LR13.3.1(5)

19

1 Statements made or referred to in this letter regarding: the background to and reasons for the Combination, informationconcerning the current business and prospects of the Shell Group, the financial effects of the acquisition on Shell, informationconcerning how Shell intends to finance the Combination, the intentions or expectations of the Shell Group in relation to BG’smanagement, employees and locations, the synergy potential of the Combination and/or information concerning the New ShellShares, including in respect of Shell’s dividend policy, the dividend access mechanism and the Royal Dutch Shell NomineeService are the responsibility of and reflect the views of the Shell Board. Statements made or referred to in this letter regardingthe background to and reasons for the recommendation of the BG Board, information concerning the business of the BG Group,and/or intentions or expectations of the BG Group are the responsibility of and reflect the views of the BG Board.

2. Summary of the terms of the Combination

It is proposed that the Combination be implemented by means of a Court-sanctioned scheme ofarrangement under Part 26 of the Companies Act, which requires the approval of BG Shareholders at theCourt Meeting and BG General Meeting and the sanction of the Court.

Under the terms of the Combination, which is subject to the satisfaction (or, where applicable, waiver) ofthe Conditions and to the further terms set out in Part III (Conditions to and further terms of theImplementation of the Combination and the Scheme) of this document, the holders of Scheme Shares atthe Scheme Record Time will receive:

for each BG Share 383 pence in cashand0.4454 Shell B Shares2

Based on the Closing Price of 2,208.5 pence per Shell B Share on 7 April 2015 (being the last Business Dayprior to the Rule 2.7 Announcement), the terms of the Combination represent:

l a value of approximately 1,367 pence per BG Share; and

l a premium of approximately 50 per cent. to the Closing Price of 910.4 pence per BG Share on 7 April2015.

Based on the Closing Price of 1,469.0 pence per Shell B Share on 18 December 2015 (being the LatestPracticable Date), the terms of the Combination represent:


l a value of approximately £35.6 billion for BG’s entire issued and to be issued share capital.

The value of the Consideration that BG Shareholders are entitled to receive includes both a fixed cashelement and a Shell B Share component, the value of which is variable. The price of the Shell B Shares isinfluenced by a number of factors, including the oil price and more generally the outlook for the oil andgas markets, and varies on a daily basis. Between 7 April 2015 and the Latest Practicable Date, the value ofthe Consideration has declined by 24.1 per cent., whilst the Brent oil price, Shell B Share price and abenchmark of our peers3 have declined by 37.6 per cent., 33.5 per cent. and 28.4 per cent. respectively.

If the Combination becomes effective, it will result in the allotment and issue of approximately1,526 million New Shell Shares to BG Shareholders, which would result in former BG Shareholders holdingapproximately 19.2 per cent. of the Combined Group.

BG Shareholders (other than Election Restricted Shareholders) are being offered the opportunity to elect,subject to off-setting elections, to vary the proportions in which they receive New Shell Shares and cash inrespect of their holdings of BG Shares under the Mix and Match Facility. The Mix and Match Facility willnot change the total number of New Shell Shares that will be issued by Shell or the maximum amount ofcash that will be paid under the terms of the Combination. To the extent that Mix and Match Electionscannot be satisfied in full, they will be scaled down on a pro rata basis. BG Shareholders (other thanElection Restricted Shareholders) are also being offered the opportunity to elect to receive all or part of theshare component of the Consideration in the form of Shell A Shares, as opposed to Shell B Shares, at thesame exchange ratio, under the Shell A Share Alternative.

24.3(g)

24.3(d)(iv)

24.3(d)(v)

20

2 The issue of Shell B Shares is subject to the continuing applicability of the Dutch Revenue Service’s confirmation of the Dutchtax treatment of the Shell B Shares, as described in paragraph 9 of Part II (Explanatory Statement) of this document. Suchconfirmation only applies if the Combination is implemented pursuant to a scheme of arrangement. If Shell were to implementthe Combination by way of a takeover offer in the specific circumstances set out in paragraph 9 of Part II (ExplanatoryStatement) and Part C of Part III (Conditions to and further terms of the Implementation of the Combination and the Scheme) ofthis document, the share component of the Consideration would comprise Shell A Shares only and BG Shareholders would beentitled to receive 0.4454 Shell A Shares and 383 pence in cash per BG Share.

3 Based on an arithmetic mean of the share price movement of the BG Group’s LTIP TSR peer group which comprises: AnadarkoPetroleum Corp.; Apache Corporation; BHP Billiton Plc; BP plc; Chevron Corporation; ConocoPhillips; Devon Energy Corporation;Eni S.p.A.; EOG Resources Inc; Exxon Mobil Corporation; Hess Corporation; Marathon Oil Corporation; OAO NOVATEK; OccidentalPetroleum Corp.; Repsol S.A.; Royal Dutch Shell plc (Shell B Shares on the London Stock Exchange); Statoil ASA; Total S.A.; TullowOil plc; and Woodside Petroleum Ltd.

Under the terms of the Scheme, BG Shareholders with a registered address in a Royal Dutch Shell NomineeService Jurisdiction who hold their BG Shares in certificated form immediately prior to the Scheme RecordTime shall, by default, receive any entitlement to New Shell Shares in electronic form through the RoyalDutch Shell Nominee Service. The New Shell Shares will be issued to the Royal Dutch Shell Nominee on theEffective Date, who will then hold the New Shell Shares on behalf of such BG Shareholders through CRESTin accordance with the terms and conditions of the Royal Dutch Shell Nominee Service.

The Combination is subject to the Conditions set out in Part A of Part III (Conditions to and further termsof the Implementation of the Combination and the Scheme) of this document, including the sanction of theScheme by the Court and the admission to trading of the New Shell Shares. The expected transactiontimetable is set out on pages 17 and 18 of this document.

Further information about the Combination, the Mix and Match Facility and the Shell A Share Alternativeis provided in Part II (Explanatory Statement) of this document.

Overseas Shareholders should refer to the details set out in paragraph 23 of Part II (Explanatory Statement)of this document.

3. Background to and reasons for recommending the Combination

BG is an international oil and gas exploration and production and LNG company. BG has a strong trackrecord in exploration, having added on average approximately 900 million barrels of oil equivalent ofresources to its portfolio every year for a decade. BG has also built a highly flexible LNG business, with adiverse portfolio of supply and market positions.

BG’s strategy has been to create value for shareholders by leveraging its capabilities in exploration andfrom its highly competitive LNG business. BG’s upstream production is currently sourced from base assetsin ten countries and key growth projects in Brazil and Australia. Wide geological technical expertisecombined with commercial agility enables BG to access exploration opportunities, targeting low-costearly entry positions. BG also explores at existing hubs, aiming to leverage basin knowledge and existinginfrastructure. In LNG, the BG Group’s skills and capabilities span the whole LNG value chain.

BG made substantial progress on a number of fronts in 2014 and 2015. Notable operational successes werethe commissioning of both of the liquefaction trains at the Queensland Curtis LNG facility in Australia andthe continued introduction of Floating Production Storage and Offloading Vessels in Brazil, and one atKnarr in Norway. BG is responding to the downturn in oil prices by materially reducing its capitalexpenditure, is reducing its operating costs and will continue to add further production from Brazil andAustralia. As a result, the BG Board is confident that BG’s stand-alone strategy, under the leadership ofChief Executive Helge Lund, would deliver value for BG Shareholders.

However, as stated on 8 April 2015, the BG Board also believes that the Combination accelerates thedelivery of value for BG Shareholders through the premium offered. Furthermore, the Considerationdelivers a substantial immediate cash return to BG Shareholders, while the share component of theConsideration provides BG Shareholders with the opportunity for continued exposure to a diversified oiland gas business, underpinned by the strong industrial logic of the Combination and Shell’s intentions inrelation to dividends.

Following careful consideration of the above factors, and having received financial advice from GoldmanSachs, Robey Warshaw and Rothschild, the BG Directors continue to believe the terms of the Combinationto be fair and reasonable and unanimously recommend that BG Shareholders vote in favour of the Schemeat the Court Meeting and the Special Resolution to be proposed at the BG General Meeting.

4. Background to and reasons for the Combination

The Shell Board believes that the Combination represents a compelling opportunity for shareholders ofboth Shell and BG to benefit from the significant value arising from the combination of two highlycomplementary portfolios. The Combination should lead to:

l enhanced free cash flow – the addition of BG’s portfolio growth, especially from Brazil andAustralia, combined with pre-tax synergies of $3.5 billion should enhance Shell’s free cash flow.This enhances Shell’s dividend potential in any reasonably expected oil price environment. In

25.2(a)

25.4(a)(v)

24.3(d)(vi) & (ix)

24.2(a)

23.1

LR13.3.1(1)

LR13.3.1(3)

21

particular it underpins Shell’s intention to pay a dividend of $1.88 per Shell Share in 2015 and atleast that amount in 2016, and Shell’s plans for share buybacks in the period 2017 to 2020;

l acceleration of LNG and deep water strategy – Shell is a leading IOC player in worldwide LNG anddeep water. The Combination complements Shell’s strategy to grow in these themes. Shell expectsthe Combination to accelerate and de-risk its strategy; and

l a springboard to reshape the Shell Group – planned asset sales of $30 billion between 2016 to2018 and refocused spending would result in a simpler, more focused group, concentrated aroundthree pillars: upstream and downstream cash engines, deep water and LNG.

Enhanced cash flow, buyback potential and dividends potential

Shell believes that an enhanced set of upstream positions will be a springboard to change and re-shapethe Shell Group, driving asset sales and refocused spending, resulting in a simpler, more focused group.

This in turn means the Shell Group can capitalise on its core strengths at greater scale, enabling morepredictability in the Shell Group and smarter sequencing of the project opportunity funnels of theCombined Group.

The result will be a new shape for the Shell Group and a group which Shell expects will be a higher return,higher cash generative group with better shareholder returns in any reasonably expected oil priceenvironment.

The Combined Group will be concentrated around three pillars – the Shell Group’s upstream anddownstream cash engines, deep water and LNG.

l In Deepwater, the Shell Group will create through the integration of the BG Group a world-class,highly competitive and profitable business within the new Upstream organisation.

l The Shell Group’s Integrated Gas business, which has grown into a business that generated overthe last three years on average $11 billion of cash flow per year from around $2 billion in 2009, willbe established as a standalone organisation, reflecting both its enlarged scale and investmentpotential.

Shell aims to balance cash inflows and cash outflows over the business cycle, and to finance competitiveinvestment programmes and shareholder distributions irrespective of short term oil price fluctuations.Shell is becoming more focused on its core strengths and more resilient and competitive at all points inthe oil price cycle while having a more predictable project development pipeline.

Following completion of the Combination, Shell’s priorities for cash will be: (i) reducing debt; (ii) dividends;and (iii) share buybacks and capital investment, and Shell plans to pay down debt from 2016 in order tomaintain a strong balance sheet and credit rating to underpin its business model.

Subject to progress with debt reduction and recovery in oil prices, Shell expects to withdraw the Shell ScripDividend Programme in 2017 and undertake a share buyback programme of at least $25 billion in theperiod 2017 to 2020. Shell expects this buyback programme to offset the shares issued under the ShellScrip Dividend Programme, and to significantly reduce the equity issued in connection with theCombination. From 2017, Shell expects that buybacks of both Shell A Shares and Shell B Shares will bepossible, without significant dividend withholding tax implications for Shell. Shell intends to buy back thecheaper of the Shell A Shares and the Shell B Shares from a Shell perspective.

In the near-term, BG Shareholders will benefit from the dividends enjoyed by Shell Shareholders, Shell hasconfirmed its intention to pay dividends of $1.88 per Shell Share in 2015 and at least that amount in 2016.BG Shareholders will be entitled to receive each Shell dividend for which the record date falls aftercompletion of the Combination.

In the medium-term, all shareholders will benefit from the potential for enhanced cash flow and acontinued drive to grow returns and enhance capital efficiency from the combined portfolio.

22

A leading IOC LNG player

The Shell Group already has a competitive position in integrated gas, with a broad-based and growingportfolio. Return on average capital employed, excluding identified items, from Shell’s integrated gasbusiness was 18 per cent. in 2014. Underlying earnings of $10.4 billion in 2014 represented an increase of470 per cent. since 2009. Integrated gas is one of Shell’s key growth priorities.

The Combination will further develop the Shell Group’s competitive position as a major producer andsupplier of LNG, including in the core growth regions of Asia and the Atlantic basin. The Shell Group andthe BG Group will realise immediate benefits from their complementary LNG production operations.

The BG Group’s competitive supply position and focus on marketing and shipping will also be furtherenhanced by the Shell Group’s capabilities, volumes and relationships in these core areas for the futuredevelopment of the global gas market.

Shell expects the Combined Group’s equity LNG capacity to be 44 mtpa in 2018, compared to the ShellGroup’s 26 mtpa in 2014.

Deepening of competitive position in deep water Brazil

The Shell Group is well established as an innovation leader in deep water with approximately 10 per cent.of its total production already coming from deep water fields. The Shell Group’s technology andcapabilities in this area are recognised as among the best in the industry and return on average capitalemployed for deep water, excluding identified items, is attractive at 12 per cent. in 2014.

In 2013, the Shell Group entered the Libra pre-salt discovery in Brazil. This experience with Libra, coupledwith its 100 years of history in Brazil, provides the Shell Group with a high level of confidence in theprofitability and growth potential that can be unlocked by combining the Shell Group’s capabilities,portfolio and relationships with the BG Group’s competitive deep water position there.

Shell believes the Combination will enhance the Shell Group’s position as a major reserves holder andinvestor in Brazil, with the potential to increase the Shell Group’s production from 48,000 boed in 2014 toan estimated 550,000 boed for the Combined Group at the end of the decade.

The BG Group’s deep water Brazil acreage offers near-term growth and options in the Santos Basin,complementing the Shell Group’s existing production, and longer-term growth potential from the Libraproject.

The Combined Group will be the principal partner alongside Petrobras, working to ensure best practiceand learnings are applied for the Combined Group’s deep water development in Brazil in the comingdecades.

Springboard for further portfolio change in the Shell Group

Shell continues to implement a strategy to improve financial performance, enhance capital efficiency andensure strong project delivery.

The Combination accelerates this strategy, providing an enhanced set of upstream positions which will bea springboard to change and re-shape the Shell Group, resulting in a simpler more focused group,concentrated around three pillars – upstream and downstream cash engines, deep water and LNG.

The Combination will add some 25 per cent. to the Shell Group’s proved oil and gas reserves as at31 December 20144, increasing them to approximately 17 billion boe, and 20 per cent. to oil and gasproduction for the financial year ended 31 December 2014, increasing it to 3.7 million boed, with stronggrowth potential.

The enhanced suite of growth projects and options for development will create a more competitive coststructure which would be better suited to a potentially sustained period of oil price volatility, and allowinga higher rate of portfolio restructuring and asset sales.

23

4 Based on the Shell Group’s proved oil and gas reserves calculated on an SEC basis as at 31 December 2014 of 13,081 mboe andthe BG Group’s proved oil and gas reserves of 3,612 mboe calculated on a PRMS basis as at the same date.

Capital investment and exploration spending for the Combined Group will be restructured and Shellexpects a reduction of the capital investment programme to around $33 billion in 2016, $2 billion lowerthan previous guidance of $35 billion, assuming current macro-conditions, compared to the combinedcapital investment of the Shell Group and the BG Group on a combined group basis of $47 billion in 2014,with options to further reduce this spending level should conditions warrant. As part of this restructuring,combined conventional exploration spending will be reduced.

Shell expects the Combined Group to make substantial disposals following completion of theCombination. Subject to achieving what the Shell Board considers to be reasonable value for the relevantoperations, Shell expects these disposals to reach $30 billion during 2016 to 2018.

5. Financial effects of the Combination on Shell

Following the OPEC meeting in November 2014, oil markets have entered a downturn which could last forseveral years. Natural oil field decline accounts for several million barrels per day of production that needsto be replaced annually to match demand, which is also growing. Shell’s view is that the fundamentals ofsupply and demand, and in particular the requirement for significant and sustained global investment todeliver in excess of 5 million barrels per day of new oil supplies per year, means that oil prices today areunsustainably low.

The timing and magnitude of any oil price recovery are uncertain. In addition, the volatility of oil pricesappears to have increased, meaning that Shell will need to manage its finances through significant swingsin oil prices.

Shell believes that the Combination has the potential for significant value creation for both sets ofshareholders.

High-grading of the Combined Group's longer-term portfolio, increased asset sales and refocused capitalinvestment should enhance Shell's free cash flow and improve the ability to cover capital expenditure,interest and dividends in any reasonably expected oil price environment.

The significant equity component of the Combination means that the effective offer price changes withmovements in the share price of Shell, which is in turn influenced by factors such as equity markets andoil price movements.

l The NAV oil price breakeven for the Combination is estimated to be in the low $60s Brent oil prices,taking account of the transaction structure, current equity market conditions, reduced operatingcost forecasts and capital expenditure over time, together with other factors, including synergies.

l Shell expects the Combination to be accretive to cash flow from operations per share in 2016assuming Brent oil prices of $50 or higher.

l Shell’s assessment is that there should be accretion to free cash flow per share in 2016 as a resultof the Combination assuming Brent oil prices of $50 or higher5. This underlines the benefits of theCombination for shareholders, particularly in the current oil market downturn, as it structurallyreduces the Shell Group’s oil price breakeven. This also underlines Shell’s stated intention to pay adividend of at least $1.88 per share in 2016.

l Shell expects the Combination to be accretive to earnings per share in 2017, on a CCS basis andexcluding identified items, assuming a Brent oil price of $65 or higher6.

24.3(a)(vi)

24

5 Free cash flow per share is calculated as the net of cash flow from operations less cash flow from investing activities, divided byshare count. The statement regarding 2016 reflects accretion without taking into account any asset sales resulting from theCombination.

6 If the Combination completes, an annual non-cash post-tax charge to the Shell Group’s income statement is expected througha step-up in annual depreciation charges of approximately $1.0 billion, which has been included in this statement.

l Shell expects the impact of the Combination to be neutral to the Shell Group’s return on averagecapital employed in 2018 at a $60 Brent oil price, and accretive thereafter at similar oil prices.7

These estimates8 reflect the significant potential for creation of value for shareholders in the Combination.

6. Synergy potential of the Combination

As described in the Rule 2.7 Announcement, Shell believes the Shell Group has a strong andcomplementary portfolio and country fit with the BG Group, providing the opportunity for synergies to berealised in a number of areas.

Shell has been able, as a result of its analysis and its integration planning work, to identify pre-taxsynergies that are expected to be $3.5 billion in 2018. This expected level of identified pre-tax synergiescomprises $2 billion of operating cost savings and a $1.5 billion reduction in exploration expenditure in2018.

The potential sources of quantified cost savings arising as a direct result of the Combination includesavings from:

l corporate, administrative, organisational and IT operational efficiencies;

l efficiencies in marketing and shipping costs;

l efficiencies in procurement spend; and

l reduced exploration expenditure enabled by high-grading and optimisation of the combinedexploration portfolio.

These savings are incremental to any savings already planned by Shell and BG which are expected to takeplace regardless of whether the Combination completes or not.

The cost savings referred to in the first two bullets above are expected to be recurring.

Shell estimates that the implementation of the operating cost savings would give rise to one-off costs ofapproximately $1,230 million incurred in the first two years following completion of the Combination tothe end of 2017, of which approximately 70 per cent. would be incurred in 2016 and 30 per cent. in 2017. Nomaterial costs are expected to arise in relation to the implementation of the reduction in explorationexpenditure.

The Shell Directors have confirmed that there have been no material changes to these reported synergies,which remain subject to the bases of belief, principal assumptions and sources of information set out inPart A of the Appendix to the Shell Management Day Update (and are set out in full in Appendix 2 of thisdocument). These estimated synergies were reported on under the City Code by Deloitte LLP and by Shell’sfinancial adviser, Bank of America Merrill Lynch, who have each confirmed that the reports that theyproduced in connection with these synergies, which were included in Parts B and C of the Appendix to theShell Management Day Update, continue to apply.

In addition, Shell is confident of realising additional synergies that cannot be quantified for reportingunder the City Code. These include opportunities in LNG, project coordination and best practice learnings.

Shell expects 2018 exploration spend for the Combined Group to be less than $3 billion, a 40 per cent.reduction from 2014 levels on a combined Shell and BG basis.

24.2(a), (b) & (c)

25

7 For the purpose of this statement, Shell defines return on average capital employed as income for the relevant period on acurrent cost of supply basis, excluding identified items, as a percentage of the average capital employed for the period. Forwardlooking assessments of the impact of the Combination on the Shell Group’s return on average capital employed have beencompiled by Shell management.

8 The statements that the Combination is expected to be accretive to free cash flow per share, cash flow from operations pershare or earnings per share, or the statement as to the effect on return on average capital employed, should not be construedas profit forecasts and are, therefore, not subject to the requirements of Rule 28 of the City Code. These statements werecalculated as at the Latest Practicable Date.

7. Management, employees and locations

Shell attaches great importance to the skills and experience of the existing management and employeesof the BG Group. The Combined Group will augment the capabilities of both the Shell Group and the BGGroup, will offer significant opportunities for employees in a business of greater size and scope and willincorporate the skills and talents present in both the Shell Group and the BG Group.

The Shell Board recognises that in order to achieve the expected benefits of the Combination, includingthe operating cost synergies identified in paragraph 6 of this Part I, operational and administrativerestructuring will be required following completion of the Combination. Shell expects such restructuringwill involve job reduction and rationalisation of office locations.

As noted in paragraph 9 of this Part I, Shell is in the process of integration planning and will need toundertake further work to ascertain the areas in which such rationalisation would be appropriate. Until itsintegration planning is complete, any appropriate consultation with relevant employee representativeshas taken place and Shell has engaged with the appropriate stakeholders, Shell cannot be certain of itspost-completion actions and the impact they will have on employment in, and places of business of, theCombined Group. Therefore, the detailed steps for the expected operational and administrativerestructuring are not yet known, however, according to current integration planning:

l the BG Group’s business is envisaged to be integrated into the Shell Group’s businesses;

l the Shell Group’s current intentions contemplate office consolidation where practical in certainlocations around the world; and

l with regards to office footprint rationalisation in the UK, Shell will, following completion of theCombination, undertake a comprehensive review during the course of 2016.

Shell currently expects an overall potential job reduction of approximately 2,800 roles globally across theCombined Group or approximately 3 per cent. of the total Combined Group workforce. These reductionsare in addition to the previously announced reduction in the Shell Group’s headcount and contractorpositions by 7,500 globally.

Shell has given assurances to the BG Directors that, upon and following completion of the Combination,it intends to fully safeguard the existing employment rights and pension rights of all of the BG Group’smanagement and employees.

Shell will engage and consult with affected employees and any appropriate employee representatives inaccordance with its legal obligations following completion. Shell aims to retain the best talent across theCombined Group.

The BG Directors note Shell’s statements that Shell attaches great importance to the skills and experienceof the existing management and employees of BG and that Shell intends to fully safeguard the existingemployment rights and pension rights of all of the BG Group’s management and employees. The BGDirectors also note Shell’s commitments to engage and consult with affected employees and anyappropriate employee representatives, as well as Shell’s aim to retain the best talent across the CombinedGroup.

The BG Directors further note that Shell’s integration planning carried out to date has indicated thatpotential job reductions in the Combined Group may be required, as well as a potential rationalisation ofoffice locations. Whilst regrettable, the BG Directors recognise that in order to achieve the expectedbenefits of the Combination, and in response to the downturn in oil prices, operational and administrativerestructuring will be required following completion of the Combination. However, the BG Directorsadditionally note that Shell’s integration planning is on-going and so the detailed steps for the expectedrestructuring and, in particular, the impact on employees and office locations of the BG Group, are not yetknown.

Certain members of BG’s Corporate Executive Team have been conditionally appointed to, and haveaccepted, roles within the Combined Group. These appointments, which are conditional upon, andeffective from, completion of the Combination, are described in paragraph 4 of Part II (ExplanatoryStatement) of this document.

24.2(a), (b) & (c)

25.2(a)

26

Following discussions between Shell Petroleum NV (“SPNV”) and the Pension Trustee, SPNV, the PensionTrustee and BG entered into non-binding heads of terms in relation to the BG Pension Scheme (the“BGPS”) (the “HoTs”). The HoTs provide that SPNV, BG and the Pension Trustee will, prior to the EffectiveDate but subject to and conditional upon the Scheme becoming effective, enter into binding amendmentsto the trust deed and rules of the BGPS in order to vary the circumstances in which the Pension Trustee’spowers to wind up the BGPS will become effective. The HoTs further provide that: (i) SPNV will guaranteeall payment obligations of the employers from time to time participating under the BGPS, subject to a capof: (a) £1 billion until 2028; and (b) thereafter, no more than £500 million until 2033 (after which theguarantee shall expire); and (ii) there will be no change to the existing funding commitments or the pre-agreed discount rate and reserve for expenses in determining technical provisions.

BG has received the opinion of the Pension Trustee in relation to the Combination set out in Appendix 3to this document.

8. BG Share Plans

Further details of the arrangements proposed to be implemented in relation to the BG Share Plans inconnection with the Combination are set out in paragraph 13 of Part II (Explanatory Statement) of thisdocument.

Letters will be sent (either electronically or in hard copy) to participants in the BG Share Plans explainingthe effect of the Scheme on their share options and/or awards and, where applicable, their right toexercise share options to acquire BG Shares or to receive BG Shares on the vesting of share awards.

9. Integration planning

Shell and BG have established a joint integration planning team that has commenced integrationplanning but will need to undertake further work to ascertain the appropriate areas and processes forintegration. The joint integration planning team is led by Huibert Vigeveno of the Shell Group, EVPIntegration and, formerly, Executive Chairman for Shell in China, and Sinead Lynch of the BG Group, EVPSafety and Sustainability and a member of BG’s Corporate Executive Team, and consists of personnel fromacross the businesses and functions of both the Shell Group and the BG Group who have the relevantexperience to manage effectively the integration process. The objective of this joint team is to deliver thebenefits of the Combination as fast as possible after completion of the Combination while minimisingdisruption to the business of the Combined Group.

Shell aims to have fully validated its synergy estimates and finalised a detailed integration plan as soon aspracticable after completion of the Combination, following engagement with appropriate stakeholders.The final integration plan will set out the objectives of the integration programme and its scope (includingany proposed changes to organisation structure, the processes subject to review and a communicationstimeline for stakeholder consultation).

Following completion of the Combination the integration team will endeavour to ensure that theidentified synergies of the Combination are properly monitored, reported and fully realised as planned.The Shell Directors are confident that the integration of the Shell Group and the BG Group can be achievedwithout undue disruption to the business of the Combined Group.

10. Current trading and prospects

BG

BG published its nine months results on 30 October 2015 and the information set out in this sectionreflects those results. The BG Group delivered a strong operational performance in this period; howevernotably lower commodity prices impacted the financial results and could impact the BG Group’sprospects.

Operational

E&P production volumes in the first nine months of 2015 increased 15 per cent. to 686 kboed. Growth wasdriven by the ramp-up in Australia, Brazil and Norway. Volumes in both Australia and Brazil more thandoubled, to 78 kboed and 141 kboed, respectively. In Norway, Knarr came onstream in March and continued

24.3(a)(ii)

24.3(e)

25.3

27

to ramp up. This growth was partially offset by the expected decline in Egypt, down 13 kboed to 46 kboed,and the impact of shutdowns in the UK, down to 93 kboed.

BG expects its 2015 E&P production volumes to be greater than in 2014 reflecting the ramp-up of its newprojects in Australia, Brazil and Norway.

The LNG Shipping & Marketing segment delivered 194 cargoes (12.2 million tonnes) in the first ninemonths of 2015, 60 more cargoes than in the same period in 2014 (4.0 million additional tonnes). Increasedsupply was driven by 45 cargoes from QCLNG, which started up in December 2014, and 18 additional spotcargoes. Of the 194 cargoes (2014: 134), 139 were supplied to Asian markets (2014: 91). The BG Groupdelivered its first ever cargoes to Egypt and Pakistan this year.

2015 LNG supply volumes are still expected to be slightly lower than 2014, excluding the purchase of spotcargoes and the impact of new volumes from QCLNG.

Financial

Results on a business performance basis9

In the first nine months of 2015, revenue and other operating income decreased 20 per cent. to $12,119million, reflecting a significant fall in realised sales prices impacting both the Upstream and LNG Shipping& Marketing segments. The BG Group’s average realised oil price decreased 48 per cent. to $55.99 perbarrel, the liquids price decreased 46 per cent. to $46.41 per barrel and the gas price per produced thermdecreased 26 per cent. to 37.62 cents, reflecting lower market prices. The impact of lower prices was partlyoffset by weather-related gains in North America in the LNG Shipping & Marketing segment and thehigher volumes in both segments.

EBITDA decreased 43 per cent. to $4,207 million. In the Upstream segment, EBITDA fell 41 per cent. to$3,095 million primarily reflecting the lower revenues, partly offset by the increased liquefactioncontribution from QCLNG. In the LNG Shipping & Marketing segment, EBITDA fell 44 per cent. to $1,184million as margins reduced through a combination of lower sales prices and a greater proportion ofrelatively lower margin spot cargoes.

EBIT decreased by $3,256 million to $1,956 million, reflecting the reduction in EBITDA and higher DD&Acharges, which resulted from higher E&P production volumes and the start-up of QCLNG.

Earnings of the BG Group of $1,274 million and EPS of 37.3 cents both decreased 59 per cent., with thereduction in EBIT only partially offset by a reduction in the BG Group’s effective tax rate to 32 per cent.

Total results

Total earnings for the nine months of 2015 were $2,357 million (69.1 cents per share) and included a post-tax gain of $1,083 million in respect of disposals, re-measurements and impairments primarily associatedwith the $1,650 million gain on sale of the QCLNG pipeline, partially offset by a $708 million net chargereflecting the impact of foreign exchange movements on deferred and current tax balances, especially inBrazil and Australia.

Outlook

In its nine months results published on 30 October 2015, BG increased its outlook for 2015 E&P productionvolumes to 680 – 700 kboed, excluding any changes to the portfolio, reflecting the strong operationalperformance to date and the reduced duration of planned shutdowns in the second half of the year.

In the current low commodity price environment, the BG Group is focusing on operating and capital costsavings. The BG Group’s 2015 cost and efficiency programme is progressing well, with the emphasis onlifting, organisation and infrastructure cost savings, and remains on track to deliver at least the $300million target savings for 2015. With cash capital expenditure of $4.7 billion in the first nine months of theyear, capital expenditure in 2015 will be significantly lower than 2014, as projects complete and the BG

28

9 ‘Business Performance’ excludes discontinued operations and disposals, certain re-measurements and impairments and certainother exceptional items, as exclusion of these items provides a clear and consistent presentation of the BG Group’s ongoingbusiness.

Group reacts to a lower oil price environment. Capital expenditure in 2015 on a cash basis is now expectedto be around 30 per cent. lower than 2014 at around $6.5 billion.

In addition, the current low commodity price environment may continue to impact the BG Group’sbusiness, results of operations, financial condition and prospects, which, as BG conducts its ordinarycourse periodic review and reporting procedures, might result in debooking of oil or gas reserves orresources, if uneconomic, and/or asset impairments.

The BG Group actively manages its portfolio and a number of transactions and opportunities, includingfurther disposal and other business development opportunities, continue to be considered.

Shell

Upstream

Nine months Upstream earnings excluding identified items were $1,287 million compared with $14,775million for the first nine months of 2014. Identified items were a net charge of $6,617 million, comparedwith a net charge of $1,579 million for the first nine months of 2014.

Compared with the first nine months of 2014, earnings excluding identified items reflected significantlylower oil and gas prices, partly offset by lower costs. The weakening of the Australian Dollar and BrazilianReal reduced earnings by some $684 million and $446 million respectively compared with the same periodin 2014. The impact of these items on the first nine months of 2015 was some $1,279 million after tax,compared with an impact of some $149 million after tax in the same period in 2014.

Global liquids realisations were 49 per cent. lower than for the first nine months of 2014. Global naturalgas realisations were 25 per cent. lower than for the first nine months of 2014, with a 48 per cent. decreasein the Americas and a 22 per cent. decrease outside the Americas.

In the first nine months of 2015, production was 2,925 kboed compared with 3,035 kboed for the sameperiod in 2014. Liquids production increased by 2 per cent. and natural gas production decreased by 9 percent. compared with the first nine months of 2014. Excluding the impact of divestments, curtailment andunderground storage reinjection at Nederlandse Aardolie Maatschappij BV (“NAM”) in the Netherlands,Abu Dhabi licence and Malaysia LNG Dua PSC expires. PSC price effects, and security impacts in Nigeria,production volumes for the first nine months of 2015 were 2 per cent. higher than the same period in 2014.

In the first nine months of 2015, equity LNG sales volumes of 16.94 million tonnes decreased by 5 per cent.compared with the first nine months of 2014, mainly reflecting the expiration of the Malaysia LNG Dua IVAand the impact of the Woodside divestment.

Downstream

Nine months Downstream earnings excluding identified items were $8,224 million compared with $4,715million in the first nine months of 2014. Identified items were a net charge of $483 million compared witha net charge of $2,848 million for the first nine months of 2014.

Downstream earnings excluding identified items, compared with the third quarter of 2014, benefited fromhigher contributions from manufacturing reflecting higher realised refining margins and improvedoperating performance. Earnings also benefited from lower costs, including favourable exchange rateeffects overall and divestments, and lower taxation. This was partly offset by the negative impact ofexchange rate effects in marketing, despite stronger underlying performance. Contributions fromChemicals increased as a result of improved intermediates market conditions which more than offset theimpact of unit shut-downs at the Moerdijk chemical site in the Netherlands.

In the first nine months of 2015, refinery intake volumes were 3 per cent. lower than the same period in2014. Refinery availability was 93 per cent. compared with 92 per cent. for the same period in 2014.

Oil products sales volumes increased by 2 per cent. compared with the same period in 2014, mainly as aresult of higher trading volumes.

Chemicals sales volumes decreased by 1 per cent. compared with the first nine months of 2014. Chemicalsmanufacturing plant availability decreased to 86 per cent. from 92 per cent. for the same period in 2014.

29

Corporate

The results for the first nine months of 2015 relating to Corporate and non-controlling interests excludingidentified items were a charge of $660 million, compared with a charge of $190 million for the first ninemonths of 2014. Identified items for the first nine months of 2015 were a net gain of $251 million, whereasearnings for the same period in 2014 included a net gain of $5 million.

Compared with the third quarter of 2014, Corporate results excluding identified items were impacted byadverse currency exchange rate effects, partly offset by lower taxation.

Compared with the first nine months of 2014, earnings benefited from the impact of the weakeningBrazilian Real on deferred tax positions in Upstream by some $244 million. The impact of this on the firstnine months of 2015 earnings excluding identified items was a gain of some $256 million after tax,compared with $12 million gain in the same period in 2014.

Operational outlook for the fourth quarter of 2015

Compared with the fourth quarter of 2014, Upstream earnings are expected to be impacted by some50 kboed as a result of divestments, some 30 kboed related to a Malaysia PSC expiry and some 40 kboedassociated with the impact of curtailment and underground storage reinjection at NAM. The impact ofmaintenance is expected to be lower by some 25 kboed.

Refinery availability is expected to decline in the fourth quarter of 2015 as a result of higher turnaroundactivity and increased maintenance compared with the same period in 2014. Chemicals manufacturingplant availability is expected to increase in the fourth quarter of 2015 as the Moerdijk chemical site in theNetherlands continues to recover.

Pulling multiple levers to manage shareholder returns in the downturn

The end-2015 fall in oil prices underscores that today’s oil price downturn could last for several years. Shell’splan reflects market realities, making sure Shell is resilient.

l Gearing at the end of the third quarter of 2015 stood at 12.7 per cent. relative to 12.2 per cent. at theend of 2014, despite lower oil prices, reflecting good operational performance during thedownturn, expenditure reductions and the introduction of the Shell Scrip Dividend Programme.

l Shell’s operating costs are expected to fall by $4 billion in 2015, a reduction of around 10 per cent.from 2014 levels of $45 billion. Shell’s costs should be reduced by a further $3 billion in 2016,marking a reduction of $7 billion in 2015 and 2016 combined, or 15 per cent. from a 2014 baseline.This reflects Shell’s industry-leading actions to reduce costs on a sustainable basis. These figuresexclude cost synergies potential from the Combination.

l In 2015, Shell announced a reduction in Shell staff and direct contractor positions by 7,500 globally,and a further reduction of 2,800 staff is expected as a result of the Combination.

l In 2015, firm actions by Shell to reduce capital investment and restructure longer-term themeshave included cancellation of the Carmon Creek heavy oil development in Canada and exit fromAlaska exploration. Shell took just four significant FIDs in 2015, of which three were downstreamprojects and one in the upstream.

l 2015 capital investment is expected to be around $29 billion, a reduction of $8 billion, or over20 per cent. from 2014 levels, and lower than Shell’s previous guidance of $30 billion.

l 2016 capital investment for the Combination is expected to be around $33 billion in currentmarket conditions, $2 billion lower than previous guidance of $35 billion. This marks a reductionof around 30 per cent. from the combined capital investment of the Shell Group and the BG Groupin 2014, which on a combined group basis was $47 billion.

l The final outcome for 2016 capital investment will depend on Shell’s assessment of BG’s capitalcommitments following completion of the Combination and decisions on FID pace during theyear. Capital allocation is a dynamic decision-making process.

30

l At the same time, Shell is continuing to invest to complete its post-FID projects. These should addmaterial cash flow and free cash flow in the medium term, with more than 700,000 boed and7.5 mtpa of LNG under construction for 2016 to 2019 start-up. BG’s portfolio should bring furthergrowth potential, at a competitive cost.

l Asset sales should total around $20 billion for 2014 and 2015 combined, despite weak marketconditions in 2015. Planning is well advanced for a $30 billion asset sales programme in 2016 to2018, assuming the successful completion of the Combination.

11. Dividends and dividend policy

Entitlement to BG dividend

The BG Board and the Shell Board agreed that BG Shareholders would continue to be entitled to receivetheir final dividend for 2014 of 14.37 cents per BG Share which had already been announced by BG at thetime of the Rule 2.7 Announcement and was paid on 22 May 2015, as well as the interim dividend in respectof the six month period up to 30 June 2015 of 14.38 cents per BG Share which was announced on 31 July2015 and paid on 11 September 2015.

In addition, should completion of the Combination occur after the record date for Shell’s 2015 fourthquarter interim dividend (being 19 February 2016), BG Shareholders will be entitled to receive a further BGdividend in respect of 2015 of not more than the final dividend for 2014 (being 14.37 cents per BG Share). If,however, as expected, completion of the Combination occurs prior to the record date for Shell’s 2015 fourthquarter interim dividend, BG Shareholders will receive that Shell dividend and would not receive a furtherBG dividend for 2015.

The Effective Date is currently expected to be 15 February 2016. As this is before the record date for Shell’s2015 fourth quarter interim dividend, BG Shareholders are expected to receive that Shell dividend andtherefore are not expected to receive a further BG dividend for 2015. The amount of that Shell dividend isexpected to be announced by Shell on 4 February 2016.

However, if completion of the Combination were to be delayed so that the Effective Date occurred after19 February 2016, the BG Directors would expect to declare a further interim dividend for 2015 of not morethan 14.37 cents per BG Share with a record date on or around 19 February 2016. If this additional interimdividend were to be declared and paid to BG Shareholders, there would be no further BG dividends for 2015and so BG Shareholders would not receive, or be asked to approve, a final dividend for 2015 regardless ofthe timing of completion of the Combination.

If any BG dividend, distribution or return of value is or has been declared, announced, made or paid at anytime after the date of this document in excess of that described above, Shell has reserved the right toreduce the value implied under the terms of the Combination at such date by an amount equal to theexcess amount (based on the $/£ exchange rate at the time of such declaration, announcement, makingor payment). In such circumstances, to the extent possible, the cash component of the Considerationwould be reduced by the amount of such excess.

Entitlement to Shell dividend

BG Shareholders will benefit from access to Shell’s dividend policy in respect of each dividend for whichthe record date falls after completion of the Combination. The Shell Board has confirmed its intention topay dividends of $1.88 per ordinary share in 2015 and at least that amount in 2016.

In respect of 2015, Shell announced three dividends of $0.47 per ordinary share (the first being announcedon 30 April 2015 and paid on 22 June 2015; the second being announced on 30 July 2015 and paid on21 September 2015 and the third being announced on 29 October 2015 and paid on 18 December 2015).Based on the Shell Board’s confirmation that it intends to pay dividends of $1.88 per Shell Share in 2015,the final Shell dividend of 2015 is expected to be an amount of $0.47 per Shell Share.

Shell intends that Shell dividends will be announced and paid quarterly. Dividends are payable to personsregistered as Shell Shareholders on the record date relating to the relevant dividend.

24.3(d)(iv)

31

Shell intends to grow the US dollar dividend in line with its view of the underlying earnings and cash flowof the Shell Group. When setting the dividend, the Shell Directors look at a range of factors, including themacro environment, the current balance sheet and future investment plans.

Further detail on the payment of Shell dividends on the Shell Shares is set out in paragraph 8 of Part II(Explanatory Statement) of this document.

12. Cancellation of listing of BG Shares

Your attention is drawn to paragraph 19 of Part II (Explanatory Statement) of this document in relation toShell’s intentions regarding the de-listing and cancellation of trading in BG Shares on the Effective Date.

13. Irrevocable undertakings and letters of intent

Shell has received irrevocable undertakings from each of the BG Directors to vote in favour of the Schemeat the Court Meeting and the Special Resolution to be proposed at the BG General Meeting in respect oftheir own beneficial holdings of 231,187 BG Shares, representing in aggregate approximately 0.00638 percent. of BG’s issued share capital on the Latest Practicable Date.

Further details of these undertakings are set out in paragraph 6 of Part VI (Additional Information).

14. Shell Shareholder approval

As a result of the size of the acquisition, the Combination constitutes a Class 1 transaction for Shell for thepurposes of the Listing Rules. Accordingly, Shell is required to seek the approval of Shell Shareholders forthe Combination at the Shell General Meeting. Further information is provided in paragraph 17 of Part II(Explanatory Statement) of this document.

15. Conditions

The Conditions to the Combination are set out in full in Part III (Conditions to and further terms of theImplementation of the Combination and the Scheme) of this document. In summary, the Combination isconditional upon, among other things: (i) the BG Shareholder Meetings being held no later than the 22ndday after the expected date of the BG Shareholder Meetings set out in this document (or such later dateas may be agreed between Shell and BG (and approved by the Court, if such approval is required));(ii) approval by Shell Shareholders of the Shell Resolution at the Shell General Meeting; (iii) approval of theScheme and the Special Resolution by the requisite majorities of BG Shareholders at the BG ShareholderMeetings; (iv) the Scheme being sanctioned by the Court no later than the 22nd day after the expecteddate of the Court Hearing set out in this document (or such later date as may be agreed between Shell andBG (and approved by the Court, if such approval is required)); and (v) the Scheme becoming effective nolater than the Long Stop Date.

The Combination is also conditional upon: (i) the New Shell Shares being admitted to the Official List ofthe UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities;and (ii) approval of the application for listing and trading of the New Shell Shares on Euronext Amsterdam.Euronext Amsterdam will only provide its final approval of the relevant application when the final numberof Shell A Shares and Shell B Shares to be admitted to listing and trading on Euronext Amsterdam hasbeen confirmed, with the listing becoming effective on the following business day. This final number willonly be known, and so final approval from Euronext Amsterdam will only be provided, on the EffectiveDate. As a result, and so as to enable the relevant Condition to be satisfied prior to the Effective Date, theCondition has been amended slightly since the Rule 2.7 Announcement, such that it will be satisfied uponreceipt of a conditional (rather than final) confirmation from Euronext Amsterdam that the application forlisting and trading of the New Shell Shares on Euronext has been approved and will become effectiveshortly after (rather than on) the Effective Date.

16. Taxation

Your attention is drawn to Part IV (Taxation) of this document. This summary is intended as a generalguide only and if you are in any doubt as to your tax position, or if you are subject to taxation in anyjurisdiction other than the UK or the United States, you should consult an appropriate independentprofessional tax adviser.

24.3(d)(x)

25.4(d)(v)

25.7(b)

24.3(d)(vi)

24.3(d)(vi)

LR5.2.12

24.2(a)(vi)

32

17. BG ADRs

BG ADR Holders should refer to paragraph 21 of Part II (Explanatory Statement) of this document.

18. Overseas Shareholders

Overseas Shareholders should refer to paragraph 23 of Part II (Explanatory Statement) of this document.

19. Action to be taken

Your attention is drawn to pages 8 to 16, and paragraph 26 of Part II (Explanatory Statement) of thisdocument and to the Shareholder Guide, which explain the actions you should take in relation to theCombination and the Scheme.

20. Further information

Your attention is drawn to the Explanatory Statement set out in Part II (Explanatory Statement) of thisdocument, the full terms of the Scheme set out in Part XI (The Scheme of Arrangement), the additionalinformation set out in Part VI (Additional Information) and the Notices of the BG Shareholder Meetings setout in Part XIII (Notice of Court Meeting) and Part XIV (Notice of BG General Meeting) of this document. Youshould read the whole of this document (and information incorporated by reference into it) and the Formsof Proxy, Form of Election and Royal Dutch Shell Nominee Opt-Out Form and not rely solely on theinformation contained in this letter or the Explanatory Statement.

Your attention is further drawn to the Shell Prospectus, containing further information on Shell and theNew Shell Shares, and for which Shell and the Shell Directors are responsible.

BG expects to announce an operational and trading update on 20 January 2016 and its 2015 fourth quarterand full year 2015 results on 5 February 2016. Shell expects to publish an update on its 2015 fourth quarterand full year 2015 unaudited results on 20 January 2016 and its full preliminary 2015 fourth quarter and fullyear 2015 results on 4 February 2016.

A copy of this document (and all information incorporated into this document by reference to anothersource), the Shareholder Guide, the Forms of Proxy, the Form of Election and the Royal Dutch ShellNominee Opt-Out Form are and will be available, subject to certain restrictions relating to RestrictedShareholders and Election Restricted Shareholders, for inspection on BG’s website at www.bg-group.comand Shell’s website at www.shell.com. Copies of the announcements referred to above will be madeavailable on the same basis following their publication. In addition, the Shell Prospectus (and anysupplementary Shell prospectus(es), when published) will also be available on Shell’s website.

21. Recommendation

The BG Board, which has been so advised by Goldman Sachs, Robey Warshaw and Rothschild as to thefinancial terms of the Combination, considers the terms of the Combination to be fair and reasonable. Inproviding their advice to the BG Board, Goldman Sachs, Robey Warshaw and Rothschild have taken intoaccount the commercial assessments of the BG Board.

The BG Board considers the Combination to be in the best interests of the BG Shareholders taken as awhole. Accordingly, the BG Board unanimously recommends that BG Shareholders vote or procure votesin favour of the Scheme at the Court Meeting and in favour of the Special Resolution relating to theCombination to be proposed at the BG General Meeting, as the BG Directors have irrevocably undertakento do in respect of their own beneficial holdings of 231,187 BG Shares representing, in aggregate,approximately 0.00638 per cent. of BG’s issued share capital on the Latest Practicable Date.

Yours faithfully,

Andrew GouldChairmanBG Group plc

3.1

15(b)

25.2(b)

24.3(d)(vii)

25.4(a)(v)

LR13.3.1(5)

33

Part IIEXPLANATORY STATEMENT

(in compliance with section 897 of the Companies Act 2006)

22 December 2015

To all BG Shareholders and BG ADR Holders, and, for information only, to participants in the BG Share Plansand persons with information rights

Dear Shareholder,

RECOMMENDED CASH AND SHARE OFFERFOR BG GROUP PLC BYROYAL DUTCH SHELL PLC

1. Introduction

On 8 April 2015 the BG Board and the Shell Board announced that they had reached agreement on theterms of a recommended cash and share offer by Shell for the entire issued and to be issued ordinary sharecapital of BG to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of theCompanies Act.

Since April 2015, the Pre-Conditions to the Combination, being the receipt of competition authorityclearances in Australia, Brazil, China and the EU, as well as foreign investment approval in Australia, havebeen satisfied, as announced on 14 December 2015.

Your attention is drawn to the letter from the Chairman of BG set out in Part I (Letter from the Chairmanof BG Group plc) of this document, which forms part of this Explanatory Statement. That letter explains,among other things, Shell’s reasons for the Combination and contains the unanimous recommendationby the BG Board to BG Shareholders to vote in favour of the resolutions to approve and implement theCombination and an explanation of the background to and reasons for recommending the Combination.Your attention is also drawn to the Shell Prospectus (available on Shell’s website at www.shell.com),which contains further information on Shell and the New Shell Shares to be issued in connection with theCombination and for which Shell and the Shell Directors are responsible.

The Board of BG has been advised by Goldman Sachs, Robey Warshaw and Rothschild in connection withthe Combination. Goldman Sachs, Robey Warshaw and Rothschild have been authorised by the BG Boardto write to you to set out the terms of the Combination and to provide you with other relevantinformation.

The terms of the Scheme are set out in full in Part XI (The Scheme of Arrangement) of this document.

Statements made or referred to in this letter regarding: information concerning the current business andprospects of the Shell Group, information concerning how Shell intends to finance the Combination, theintentions or expectations of the Shell Group in relation to BG’s management, employees and locationsand/or information concerning the New Shell Shares, including in respect of Shell’s dividend policy, thedividend access mechanism and the Royal Dutch Shell Nominee Service are the responsibility of andreflect the views of the Shell Board. Statements made or referred to in this letter regarding the backgroundto and reasons for the recommendation of the BG Board, information concerning the business of the BGGroup and/or intentions or expectations of the BG Group are the responsibility of and reflect the views ofthe BG Board.

2. Summary of the terms of the Combination

Under the terms of the Combination, which is subject to the satisfaction (or, where applicable, waiver) ofthe Conditions and to the further terms set out in Part III (Conditions to and further terms of the

s.897 CA06

LR13.8.8

24.3(d)(ii)

25.2(b)

LR13.3.1(3)

24.3(d)(v)

34

www.shell.com

Implementation of the Combination and the Scheme) of this document, the holders of Scheme Shares atthe Scheme Record Time will receive:

for each BG Share 383 pence in cashand0.4454 Shell B Shares10

Based on the Closing Price of 2,208.5 pence per Shell B Share on 7 April 2015 (being the last Business Dayprior to the Rule 2.7 announcement), the terms of the Combination represent:


l a premium of approximately 50 per cent. to the Closing Price of 910.4 pence per BG Share on 7 April2015.

Based on the Closing Price of 1,469.0 pence per Shell B Share on 18 December 2015 (being the LatestPracticable Date), the terms of the Combination represent:


l a value of approximately £35.6 billion for BG’s entire issued and to be issued share capital.

The value of the Consideration that BG Shareholders are entitled to receive includes both a fixed cashelement and a Shell B Share component, the value of which is variable. The price of the Shell B Shares isinfluenced by a number of factors, including the oil price and more generally the outlook for the oil andgas markets, and varies on a daily basis. Between 7 April 2015 and the Latest Practicable Date, the value ofthe Consideration has declined by 24.1 per cent., whilst the Brent oil price, Shell B Share price and abenchmark of the BG Group’s peers11 have declined by 37.6 per cent., 33.5 per cent. and 28.4 per cent.respectively.

If the Scheme becomes effective, it will result in the allotment and issue of approximately 1,526 millionNew Shell Shares to BG Shareholders on the register at the Scheme Record Time. The New Shell Shares tobe issued pursuant to the Scheme are expected to represent approximately 19.2 per cent. of the CombinedGroup.

BG Shareholders (other than Election Restricted Shareholders) are being offered the opportunity to elect,subject to off-setting elections, to vary the proportions in which they receive New Shell Shares and cash inrespect of their holdings of BG Shares under the Mix and Match Facility. The Mix and Match Facility willnot change the total number of New Shell Shares that will be issued by Shell or the maximum amount ofcash that will be paid under the terms of the Combination. To the extent that Mix and Match Electionscannot be satisfied in full, they will be scaled down on a pro rata basis. BG Shareholders (other thanElection Restricted Shareholders) are also being offered the opportunity to elect to receive all or part of theshare component of the Consideration in the form of Shell A Shares, as opposed to Shell B Shares, at thesame exchange ratio, under the Shell A Share Alternative.

Under the terms of the Scheme, BG Shareholders with a registered address in a Royal Dutch Shell NomineeService Jurisdiction who hold their BG Shares in certificated form immediately prior to the Scheme RecordTime shall, by default, receive any entitlement to New Shell Shares in electronic form through the RoyalDutch Shell Nominee Service. The New Shell Shares will be issued to the Royal Dutch Shell Nominee on the

24.3(g)

24.3(d)(iv)

35

10 The issue of Shell B Shares is subject to the continuing applicability of the Dutch Revenue Service’s confirmation of the Dutchtax treatment of the Shell B Shares, as described in paragraph 9 of this Part II. Such confirmation only applies if the Combinationis implemented pursuant to a scheme of arrangement. If Shell were to implement the Combination by way of a takeover offerin the specific circumstances set out in paragraph 9 of this Part II and Part C of Part III (Conditions to and further terms of theImplementation of the Combination and the Scheme) of this document, the share component of the Consideration wouldcomprise Shell A Shares only and BG Shareholders would be entitled to receive 0.4454 Shell A Shares and 383 pence in cash perBG Share.

11 Based on an arithmetic mean of the share price movement of the BG Group’s LTIP TSR peer group which comprises: AnadarkoPetroleum Corp.; Apache Corporation; BHP Billiton Plc; BP plc; Chevron Corporation; ConocoPhillips; Devon Energy Corporation;Eni S.p.A.; EOG Resources Inc; Exxon Mobil Corporation; Hess Corporation; Marathon Oil Corporation; OAO NOvATEk; OccidentalPetroleum Corp.; Repsol S.A.; Royal Dutch Shell plc (Shell B Shares on the London Stock Exchange); Statoil ASA; Total S.A.; TullowOil plc; and Woodside Petroleum Ltd.

Effective Date, who will then hold the New Shell Shares on behalf of such BG Shareholders through CRESTin accordance with the terms and conditions of the Royal Dutch Shell Nominee Service.


3. Financial effects of the Combination for BG

If the Scheme becomes effective, Scheme Shareholders (other than Restricted Shareholders) will beentitled to receive 383 pence in cash and 0.4454 Shell B Shares for each Scheme Share. The following tableshows, for illustrative purposes only, and on the bases and assumptions set out in the notes below, thefinancial effects of the Combination on capital value and dividend income, in Pounds Sterling, for a holderof 100 BG Shares receiving the default Consideration of 383 pence in cash and 0.4454 Shell B Shares if theScheme becomes effective. Column (A) is based on the market value of Shell B Shares on the LatestPracticable Date. Column (B) is based on the market value of Shell B Shares on 7 April 2015 (being the lastBusiness Day prior to the Rule 2.7 Announcement).

(A) (B)

Increase in capital value under the Combination

Market value of 44 Shell B Shares (£)(1) 646 972

value of 0.54 fractional entitlement of Shell B Shares (£)(1)(2) 8 12

value of cash portion of consideration (£) 383 383

Total value of Consideration in respect of 100 BG shares (£) 1,037 1,367

Less: Market value of 100 BG Shares (£)(3) 910 910

Increase in capital value (£) 127 456

Percentage difference (%)(4) 14% 50%

Increase in income under the Combination

Annual dividend income on 100 BG Shares (£)(5)† 19

Annual dividend income on 44 Shell B Shares (£)(6)† 55

Increase in dividend income (£) 36

Percentage difference (%) 188%

Notes:

(1) The market value of Shell B Shares is based on the Closing Prices of:

(A) 1,469.0 pence per share as derived from the Daily Official List on the Latest Practicable Date; and

(B) 2,208.5 pence per share as derived from the Daily Official List for 7 April 2015 (being the last Business Day prior tothe Rule 2.7 Announcement).

(2) Fractions of New Shell Shares will not be allotted to BG Shareholders. Instead, the cash value of the fractional entitlementto New Shell Shares of each BG Shareholder will be calculated based on the opening price(s) of a Shell A Share and/or aShell B Share (as applicable) on the London Stock Exchange on the day of LSE Admission, and such amount will be paid incash by Shell to the relevant BG Shareholders in satisfaction of their fractional entitlements. Individual entitlements toamounts of less than £5 will not be paid to BG Shareholders but will be retained by Shell.

(3) The market value of BG Shares is based on the Closing Price of 910.4 pence per share as derived from the Daily Official Listfor 7 April 2015 (being the last Business Day prior to the Rule 2.7 Announcement).

(4) The value of the Consideration that BG Shareholders are entitled to receive includes both a fixed cash element and a ShellB Share component, the value of which is variable. The price of the Shell B Shares is influenced by a number of factors,including the oil price and more generally the outlook for the oil and gas markets, and varies on a daily basis. Between7 April 2015 and the Latest Practicable Date, the value of the Consideration has declined by 24.1 per cent., whilst the Brentoil price, Shell B Share price and a benchmark of BG’s peers have declined by 37.6 per cent., 33.5 per cent. and 28.4 per cent.respectively. The benchmark of BG’s peers is based on an arithmetic mean of the share price movement of the BG Group’sLTIP TSR peer group which comprises: Anadarko Petroleum Corp.; Apache Corporation; BHP Billiton Plc; BP plc; ChevronCorporation; ConocoPhillips; Devon Energy Corporation; Eni S.p.A.; EOG Resources Inc; Exxon Mobil Corporation; HessCorporation; Marathon Oil Corporation; OAO NOvATEk; Occidental Petroleum Corp.; Repsol S.A.; Royal Dutch Shell plc(Shell B Shares on the London Stock Exchange); Statoil ASA; Total S.A.; Tullow Oil plc; and Woodside Petroleum Ltd.

24.3(d)(xi)

36

(5) Based on the total dividend of 28.75 cents per BG Share in respect of the financial year ended 31 December 2014.

(6) Based on the total dividend of $1.88 per Shell B Share in respect of the financial year ended 31 December 2014.

† Based on an exchange rate of £1.00/US$1.4908, which was derived from data provided by Bloomberg as at 4.30 p.m. (UK time) onthe Latest Practicable Date.

4. BG’s Management, employees and locations

Details of Shell’s intentions for BG’s management, employees and office locations, together with the BGBoard’s view on such intentions, are set out in paragraph 7 of Part I (Letter from the Chairman of BG Groupplc).

The following members of BG’s Corporate Executive Team have been conditionally appointed to, and haveaccepted, roles within the Combined Group:

l Sami Iskander (currently BG Group Chief Operating Officer): EVP Joint Ventures;

l Steve Hill (currently BG Group EVP Global Energy Marketing and Shipping): EVP Gas and EnergyMarketing and Trading;

l Tom Melbye Eide (currently BG Group General Counsel): General Counsel Upstream; and

l Katie Jackson (currently BG Group EVP, Global Strategy and Business Development): VPCommercial/NBD, Europe/CIS.

These appointments are conditional upon, and effective from, completion of the Combination.

These individuals will be engaged on Shell terms and conditions comparable to those recruited topositions of equivalent seniority within the Shell Group in the ordinary course.

Prior to their taking up these roles on completion of the Combination, these executives will continue towork exclusively for BG.

Each of the BG Financial Advisers has reviewed the terms of the executives’ appointments to, and theirremuneration arrangements with, the Combined Group, and each of them considers them to be fair andreasonable. In providing its advice, each of the BG Financial Advisers has taken into account thecommercial assessments of the BG Directors.

Save as described in this paragraph 4, no other incentivisation arrangements for management areproposed.

The BG Executive Directors will resign from their directorships with immediate effect from the EffectiveDate. Their employment will terminate on the day immediately following the Effective Date.

Each of the BG Executive Directors has entered into an agreement with BG setting out the terms andarrangements relating to the termination of their respective employments. A summary of the terminationarrangements in respect of the BG Executive Directors is set out in paragraph 7 of Part VI (AdditionalInformation) of this document.

Following discussions between Shell Petroleum NV (“SPNV”) and the Pension Trustee, SPNV, the PensionTrustee and BG entered into non-binding heads of terms in relation to the BG Pension Scheme (the“BGPS”) (the “HoTs”). The HoTs provide that SPNV, BG and the Pension Trustee will prior to the EffectiveDate but subject to and conditional upon the Scheme becoming effective enter into binding amendmentsto the trust deed and rules of the BGPS in order to vary the circumstances in which the Pension Trustee’spowers to wind up the BGPS will become effective. The HoTs further provide that: (i) SPNV will guaranteeall payment obligations of the employers from time to time participating under the BGPS, subject to a capof: (a) £1 billion until 2028; and (b) thereafter, no more than £500 million until 2033 (after which theguarantee shall expire); and (ii) there will be no change to the existing funding commitments or the pre-agreed discount rate and reserve for expenses in determining technical provisions.

24.2(a)(i), (ii), (iii)

&(iv)

24.2(b)&(c)

24.3(d)(xv)

25.2(a)(i)&(ii)

37

BG has received the opinion of the Pension Trustee in relation to the Combination set out in Appendix 3to this document.

5. Information about the BG Group

The BG Group is an international oil and gas company, with a broad portfolio of business interests focusedon exploration and production and LNG. Active in more than 20 countries on five continents, the BG Groupcombines a deep understanding of gas markets with a proven track record in finding and commercialisingreserves.

For the financial year ended 31 December 2014, on a business performance basis, the BG Group generatedrevenue and other operating income of $19,546 million and profit before tax of $6,268 million, pre-taxoperating cash flow of $10,015 million and production of 606 kboed. As at 31 December 2014, the BG Grouphad gross assets of $61,846 million.

The BG Group’s strategy is to create value by leveraging its capabilities in exploration and from its LNGbusiness. The BG Group’s Upstream production is currently sourced from base assets in ten countries andkey growth projects in Australia and Brazil. Wide geological technical expertise combined with commercialagility enables the BG Group to access exploration opportunities, targeting low-cost early entry positions.The BG Group also explores at existing hubs, aiming to leverage basin knowledge and existinginfrastructure. In LNG, the BG Group’s skills and capabilities span the whole LNG value chain.

The BG Group has two business segments: Upstream and LNG Shipping & Marketing.

Upstream

The BG Group explores for, develops, produces and markets gas and oil around the world. The Upstreambusiness segment covers exploration and production activities plus liquefaction operations associatedwith integrated LNG projects.

LNG Shipping & Marketing

The BG Group purchases, ships, markets and sells LNG. The LNG Shipping & Marketing segment coversthese activities, as well as the BG Group’s interests and capacity in regasification facilities.

6. Information about the Shell Group

Introduction

The Shell Group is one of the world’s largest independent oil and gas groups in terms of marketcapitalisation, operating cash flow and production, operating in more than 70 countries.

The Shell Group explores for oil and gas (both from conventional fields and from sources such as tight rock,shale and coal formations), develops new oil and gas supplies from major fields and invests in expandingits integrated gas business.

The Shell Group has a portfolio of refineries and chemical plants enabling it to capture value from the oiland gas that it produces, and has a strong retail and lubricants position not only in major industrialisedcountries but also in developing countries. The Shell Group is also a leading biofuel producer and fuelretailer in Brazil, through its Raízen joint venture. A strong patent portfolio underlies the technology thatthe Shell Group employs in its businesses.

Reporting segments

The Shell Group’s reporting segments are Upstream, Downstream and Corporate. Upstream combines theoperating segments Upstream International and Upstream Americas. Upstream and Downstreamearnings include their respective elements of Projects & Technology and of trading activities. Corporatecomprises the Shell Group’s holdings and treasury organisation, including its self-insurance activities aswell as its headquarters and central functions.

From 2016, the Shell Group’s reporting segments will be amended to align with the reorganisation of theUpstream business described below.

24.3(a)(ii)

24.3(a)(ii)

24.3(e)

38

Business and organisation

Upstream International

The Upstream International business manages the Shell Group’s Upstream activities outside theAmericas. It explores for and recovers crude oil, natural gas and natural gas liquids, transports oil and gasand operates the upstream and midstream infrastructure necessary to deliver oil and gas to market.Upstream International also manages the LNG and GTL businesses outside the Americas, and markets andtrades natural gas, including LNG, outside the Americas through hubs in Dubai and Singapore. It managesits operations primarily by line of business, with this structure overlaying country organisations. Thisorganisation is supported by activities such as Exploration and New Business Development.

Upstream Americas

The Upstream Americas business manages the Shell Group’s Upstream activities in North and SouthAmerica. It explores for and recovers crude oil, natural gas and natural gas liquids, transports oil and gasand operates the upstream and midstream infrastructure necessary to deliver oil and gas to market.Upstream Americas also extracts bitumen from oil sands that is converted into synthetic crude oil. Itmanages the LNG business in the Americas and also markets and trades natural gas in the Americas.Additionally, it manages the US-based wind business. It manages its operations by line of business,supported by activities such as Exploration and New Business Development.

Location of Upstream operations

Geographically, the Upstream operations are located across the world, with major interests in Europe, Asia(including the Middle East and Russia), Oceania, Africa and the Americas.

Reorganisation of Upstream in 2016

With effect from 1 January 2016, the Upstream International and Upstream Americas businesses will bereorganised into three businesses: Integrated Gas, Upstream (which will span the Shell Group’s worldwideconventional oil and gas businesses) and Unconventional Resources (which will span heavy oil and shalesactivities in the Americas, including the ongoing reviews of portfolio and investment opportunities inthese longer-term themes and the winding down of the Shell Group’s activities in offshore Alaska). Thisnew, more effective upstream organisation will reflect recent changes in the Shell Group’s portfolio,facilitate planning for the integration of the BG Group following the completion of the Combination andfacilitate subsequent streamlining of the Shell Group’s portfolio.

Downstream

The Downstream business manages the Shell Group’s refining and marketing activities for oil productsand chemicals. These activities are organised into globally managed classes of business. Downstream alsotrades the Shell Group’s hydrocarbons and other energy-related products, supplies the Downstreambusinesses and provides shipping services. Additionally, Downstream oversees the Shell Group’s interestsin alternative energy (including biofuels but excluding wind).

Refining

Refining includes the manufacturing, supply and shipping of crude oil, with the Shell Group havinginterests in more than 20 refineries worldwide.

Pipelines

Pipelines owns and operates tank farms across the US and transports crude oil and refined productsthrough pipelines in the Gulf of Mexico and five US states. Additional pipeline miles are provided by theShell Group’s various non-operated ownership interests.

Marketing

Marketing sells a range of products, including fuels, lubricants, bitumen and liquefied petroleum gas, forhome, transport and industrial use. It includes Retail, Lubricants, Business to Business and AlternativeEnergies.

39

Retail: There are close to 43,000 Shell-branded retail stations in over 70 countries. The Shell Group hasmore than 100 years’ experience in fuel development.

Lubricants: Lubricants makes, markets and sells technically advanced lubricants for passenger cars, trucksand coaches and industrial machinery in the manufacturing, mining, power generation, agriculture andconstruction sectors. It also provides, through its marine activities, lubricants, fuels and related technicalservices, to the shipping and maritime sectors.

Business to Business: The activities of Business to Business encompass the sale of fuels and specialityproducts and services to a broad range of commercial customers, with Shell Aviation fuelling aircraft, ShellGas providing liquefied petroleum gas and related services to retail, commercial and industrial customersfor cooking, heating, lighting and transport and Shell Commercial Fuels providing transport, industrial andheating fuels. There are specific divisions which deal with bitumen-related and sulphur-related products,Shell Bitumen and Shell Sulphur Solutions, respectively.

Alternative Energies: The Shell Group, through the Raízen joint venture, is one of the leading biofuelproducers and fuel retailers in Brazil.

Chemicals

Chemicals produces and markets petrochemicals for industrial customers worldwide, including the rawmaterials for plastics, coatings and detergents. It has major manufacturing plants, located close torefineries, and its own marketing network. The manufacturing plants produce a range of base chemicals,including ethylene, propylene and aromatics, as well as intermediate chemicals, such as styrene monomer,propylene oxide, solvents, detergent alcohols, ethylene oxide and ethylene glycol.

Trading and Supply

The Shell Group’s Downstream business trades in physical and financial contracts, lease storage andtransportation capacities, and manages shipping activities globally. The Shell Group’s distributioninfrastructure is well positioned to make deliveries around the world. This includes supplying feedstocksfor the Shell Group’s refineries and chemical plants and finished products such as gasoline, diesel andaviation fuel to the Shell Group’s Marketing businesses and customers.

Projects & Technology

The Projects & Technology organisation manages the delivery of the Shell Group’s major projects anddrives research and innovation to develop new technology solutions. It provides technical services andtechnology capability covering both Upstream and Downstream activities. It is also responsible forproviding functional leadership across the Shell Group in the areas of safety and environment andcontracting and procurement and for all wells activities and CO2 management.

7. Financing of the Combination

Shell intends to finance the cash consideration payable to BG Shareholders pursuant to the Combinationfrom its own cash resources and, potentially, third party debt.

As further described in paragraph 8 of Part vI (Additional Information), Shell entered into a£10,070,000,000 bridge credit facility agreement on 1 May 2015 with a group of relationship banks inconnection with the financing of the cash consideration payable to BG Shareholders pursuant to theCombination. Shell may choose not to draw down under the Bridge Credit Facility, or to draw down only apart of the amounts available, in order to finance the cash consideration due pursuant to theCombination.

Bank of America Merrill Lynch is satisfied that sufficient resources are available to Shell to satisfy in fullthe cash consideration payable pursuant to the Combination.

As a result of the Combination, balance sheet gearing would have been approximately 20 per cent. for theCombined Group on a 2014 combined basis.

24.3(f)

24.8

40

8. New Shell Shares

Under the terms of the Combination, BG Shareholders (other than Restricted Shareholders) will beentitled to receive 383 pence in cash and 0.4454 Shell B Shares for each Scheme Share held at the SchemeRecord Time. BG Shareholders (other than Election Restricted Shareholders) are also being offered theopportunity to elect to receive all or part of the share component of the Consideration in the form of ShellA Shares, as opposed to Shell B Shares, at the same exchange ratio, under the Shell A Share Alternative. Ifyou choose to receive Shell A Shares, this may have certain tax or other implications. Please read thisparagraph carefully before making a Shell A Share Alternative Election and, if in doubt, refer to yourfinancial adviser.

The New Shell Shares will be issued credited as fully paid and will rank pari passu in all respects with theShell Shares in issue at the time the New Shell Shares are issued, including in relation to the right toreceive notice of, and to attend and vote at, general meetings of Shell, the right to receive and retain anydividends and other distributions declared, made or paid by reference to a record date falling after theEffective Date (in the case of the new Shell B Shares, including in respect of any dividends paid throughthe dividend access arrangements established as contemplated by the Shell Articles of Association and setout in the Amended and Restated Trust Deed) and to participate in the assets of Shell upon a winding-upof Shell.

An application, conditional on the Scheme becoming effective, will be made to the Uk Listing Authorityand to the London Stock Exchange for the New Shell Shares to be admitted to the Official List of the UkListing Authority and to trading on the main market for listed securities of the London Stock Exchange,respectively, and to Euronext Amsterdam for the New Shell Shares to be admitted to listing and trading onEuronext Amsterdam. The New Shell Shares will be issued free from all liens, charges, encumbrances andother third party rights and/or interests of any nature whatsoever. An application will also be made to theNew York Stock Exchange in order that the New Shell Shares are capable of being deposited with the ShellDepositary in exchange for the corresponding class and amount of Shell ADSs, which may be traded on theNew York Stock Exchange.

New Shell Shares will officially be admitted to listing and trading on Euronext Amsterdam on the dayfollowing the Effective Date, but trading of the New Shell Shares on Euronext Amsterdam will be possibleon the Effective Date.

Your attention is further drawn to Part v (Description of Shell Shares) of this document, which containsfurther information on the rights attaching to the New Shell Shares.

Difference between Shell A Shares and Shell B Shares and the operation of the dividend access mechanism

Shell is incorporated in England and Wales and tax-resident in the Netherlands. It is, therefore, generallyrequired by Dutch law to withhold tax on dividends on Shell Shares paid to holders of Shell Shares(including those represented by Shell ADSs), subject to the provisions of any applicable tax convention ordomestic law. Dividends paid on Shell A Shares (including those Shell A Shares represented by Shell AADSs) have a Dutch source for tax purposes and are subject to Dutch withholding tax. However, if and tothe extent that dividends are paid to holders of Shell B Shares (including those Shell B Shares representedby Shell B ADSs) via the dividend access mechanism established by Shell described below, such dividendsare treated as Uk-sourced for tax purposes and accordingly are not subject to Dutch withholding tax.

Under the existing dividend access mechanism, the Existing Dividend Access Share has been issued byShell Transport to the Dividend Access Trustee which holds any amounts paid to it by way of dividend onthe Existing Dividend Access Share on trust for the holders of Shell B Shares from time to time andarranges for prompt disbursement of such dividends to holders of Shell B Shares. Following theannouncement of a dividend by Shell on the Shell B Shares, Shell Transport may declare, or resolve to pay,a dividend on the Existing Dividend Access Share. Shell Transport may not declare, or resolve to pay, adividend on the Existing Dividend Access Share before Shell announces a dividend on the Shell B Sharesand in no event may the aggregate amount of the dividend paid by Shell Transport on the ExistingDividend Access Share for a particular period exceed the aggregate amount of the dividend announced bythe Shell Board on the Shell B Shares in respect of the same period. If any amount is paid by Shell Transportby way of dividend on the Existing Dividend Access Share and paid by the Dividend Access Trustee to anyholder of Shell B Shares, the dividend which Shell would otherwise pay on the Shell B Shares to such holderof Shell B Shares is reduced by an amount equal to the amount paid to such holder of Shell B Shares bythe Dividend Access Trustee.

24.12

24.3(d)(iv)&(xi)

41

If the amount paid by Shell Transport by way of dividend on the Existing Dividend Access Share was lessthan the total dividend announced by Shell on the Shell B Shares, Shell would remain obliged to pay adividend on the Shell B Shares equal to the amount of any shortfall. Such payment by Shell would besubject to Dutch withholding tax (unless an exemption or (partial) refund is obtained under Dutch law orunder the provisions of an applicable tax treaty). If, for any reason, no dividend was paid on the ExistingDividend Access Share, holders of Shell B Shares would only receive dividends from Shell directly and thesedividends would be subject to Dutch withholding tax (unless in any particular case an exemption or(partial) refund is obtained under Dutch law or under the provisions of an applicable tax treaty).

In accordance with the terms of the agreement with the Dutch Revenue Service described in paragraph 9below, the Dividend Access Trustee will, under the Scheme, be allotted and issued the BG Dividend AccessShare and, following completion of the Combination, dividends paid by BG on the BG Dividend AccessShare will form part of the dividend access mechanism described above. Shell, Shell Transport, BG and theDividend Access Trustee have executed the Amended and Restated Trust Deed in relation to these newarrangements.

To fall within the terms of the agreement with the Dutch Revenue Service described in paragraph 9 below,and to account for the fact that there will be two dividend access shares after completion of theCombination – the Existing Dividend Access Share and the BG Dividend Access Share – Shell Transport’sand BG’s respective articles of association will be amended to include new provisions providing thatdividends on the respective dividend access shares must in each case not exceed Shell Transport’s or BG’srespective maximum proportionate share of any dividend declared or resolved to be paid by Shell on theShell B Shares. The maximum proportionate share of each of Shell Transport and BG for these purposeswill be calculated by reference to the number of issued and outstanding Shell B Shares immediately priorto the Effective Date and the number of Shell B Shares issued pursuant to the Combination respectively.The formula for the calculation of BG’s maximum proportionate share is set out in the Special Resolutionin Part XIv (Notice of BG General Meeting) of this document.

Holders of Shell B Shares do not have any interest in the Existing Dividend Access Share and will not haveany interest in the BG Dividend Access Share. Equally, holders of Shell B Shares do not have any rightsagainst Shell Transport as issuer of the Existing Dividend Access Share and will not have any rights againstBG in respect of the BG Dividend Access Share. The only assets held on trust for the benefit of holders ofShell B Shares will be amounts paid to the Dividend Access Trustee by way of dividend on the ExistingDividend Access Share or the BG Dividend Access Share.

All dividends paid to holders of Shell B Shares have been paid via the dividend access mechanism since itwas put in place in 2005. However, before Shell Transport can declare or resolve to pay a dividend on theExisting Dividend Access Share, the Shell Transport Board will need to consider independently ShellTransport’s financial condition and amount of distributable reserves. Equally, following completion of theCombination, before BG could declare or resolve to pay a dividend on the BG Dividend Access Share, theboard of directors of BG at that time would need to consider independently BG’s financial condition andamount of distributable reserves. In addition, in line with the current position, Shell Transport (and,following completion of the Combination, BG) may decide not to pay dividends via the dividend accessmechanism, or the dividend access mechanism itself may be discontinued, in each case at any time, forany reason and without financial recompense. Accordingly, there can be no certainty that holders of ShellB Shares will receive dividends via the dividend access mechanism following completion of theCombination.

Shell may not extend the dividend access mechanism to any future issuances of Shell B Shares withoutprior consultation with the Dutch Revenue Service. Confirmation has been obtained from the DutchRevenue Service in relation to the Dutch tax treatment of the Shell B Shares issued under the Scheme asset out in the written settlement agreement dated 9 November 2015 (further details of such treatment areprovided at paragraph 9 of this Part II). Any further issue of Shell B Shares is subject to advanceconsultation with the Dutch Revenue Service. The daily operations of the dividend access mechanism areadministered on behalf of Shell by the Dividend Access Trustee.

42

Currency of dividends

Shell dividends are declared quarterly in US dollars and Shell announces the euro and sterling equivalentamounts at a later date.

l Dividends declared on Shell B Shares (including those paid via the dividend access mechanismdescribed above) are paid by default in sterling, although holders of Shell B Shares are able to electto receive dividends in euros.

l Dividends declared on Shell A Shares are paid by default in euros, although holders of ShellA Shares are able to elect to receive dividends in sterling.

l Dividends announced on Shell Shares represented by Shell A ADSs or Shell B ADSs are paid in USdollars.

Shell also currently provides eligible shareholders with a choice to receive dividends in cash or in ShellA Shares (or Shell A ADSs, if they are a holder of Shell ADSs) via the Shell Scrip Dividend Programme. Nonew Shell B Shares (or Shell B ADSs) are issued under the Shell Scrip Dividend Programme: only new ShellA Shares are issued (including to holders of Shell B Shares and Shell B ADSs). Information on Shell'sintentions in respect of dividends is set out in paragraphs 4 and 11 of Part I (Letter from the Chairman ofBG Group plc).

Your attention is further drawn to Part v (Description of Shell Shares) of this document, which containsfurther information on the options available in connection with the payment of Shell dividends.

Please also see paragraph 20.3 of this Part II which describes how any dividend mandates in respect ofyour BG Shares will apply to any New Shell Shares that you receive pursuant to the Scheme.

9. Agreement with the Dutch Revenue Service

Shell and the Dutch Revenue Service have entered into a written settlement agreement under which theDutch Revenue Service has confirmed that dividends paid on the Existing Dividend Access Share and theBG Dividend Access Share, including when passed on to holders of Shell B Shares, after completion of theCombination pursuant to the Scheme will not be subject to Dutch withholding tax provided that thedividend access mechanism is structured and operated in a manner which is substantially as set out inparagraph 8 above.

In accordance with and subject to Part C of Part III (Conditions to and further terms of the Implementationof the Combination and the Scheme), Shell reserves the right to implement the Combination by way of anOffer in certain circumstances. In such circumstances, the confirmation provided by the Dutch RevenueService would no longer apply in respect of any dividends paid via the dividend access mechanism toholders of Shell B Shares issued under any such Offer. Under an Offer the share component of theConsideration would therefore comprise Shell A Shares only. BG Shareholders would in suchcircumstances (if Shell is permitted to exercise its right to implement the Combination by way of an Offeras described in Part C of Part III (Conditions to and further terms of the Implementation of the Combinationand the Scheme)) be entitled to receive 383 pence in cash and 0.4454 Shell A Shares per BG Share.

10. Shell A Share Alternative

In addition to the Mix and Match Facility described in paragraph 11 of this Part II, as an alternative toreceiving the share component of the Consideration in the form of Shell B Shares, BG Shareholders (otherthan Election Restricted Shareholders) will be able to elect to receive all or part of the share component(as varied by any Mix and Match Election) in the form of Shell A Shares at the same exchange ratio.

If a BG Shareholder does not make a Shell A Share Alternative Election, it will (subject to paragraph 9 aboveand to any Mix and Match Election) receive 0.4454 Shell B Shares per BG Share in respect of the sharecomponent of the Consideration.

Before making any Shell A Share Alternative Election you should read carefully paragraph 8 of this Part II,Part V (Description of Shell Shares) of this document and the Shell Prospectus (available on Shell’s websiteat www.shell.com and for which Shell and the Shell Directors are responsible), and ensure that you

43

www.shell.com

understand the differences between Shell A Shares and Shell B Shares and the tax and other implicationsof making a Shell A Share Alternative Election.

Further details on the action to take in order to make a valid Shell A Share Alternative Election and thedeadline for making a Shell A Share Alternative Election are set out in paragraph 26 of this Part II andPart IX (Notes for Making Elections under the Mix and Match Facility and the Shell A Share Alternative).

If you hold BG Shares indirectly, you must rely on the procedures of the bank, broker, financial institution,share plan administrator or share plan nominee or other securities intermediary through which you holdBG Shares. You should contact such intermediary for further instructions on how you can instruct thatintermediary to make an election under the Shell A Share Alternative on your behalf and the date by whichyou must provide such instructions to the intermediary.

The Shell A Share Alternative has not been extended to BG ADR Holders or to Election RestrictedShareholders, and no Form of Election will be sent to them. Overseas Shareholders should read paragraph23 of this Part II in relation to their ability to make a Shell A Share Alternative Election.

11. Mix and Match Facility

BG Shareholders (other than Election Restricted Shareholders) are being offered the opportunity to elect,subject to off-setting elections, to vary the proportions in which they receive New Shell Shares (whetherShell B Shares or, if they have made a Shell A Share Alternative Election, Shell A Shares) and cash in respectof their holdings of BG Shares under the Mix and Match Facility.

The Mix and Match Facility allows BG Shareholders to elect:

l to exchange some or all of their total New Shell Share entitlement for more cash (in addition tothe default cash entitlement of 383 pence per BG Share); or

l to exchange some or all of their total cash entitlement for more New Shell Shares (in addition tothe default New Shell Share entitlement of 0.4454 New Shell Shares per BG Share).

Given that, under the terms of the Combination, BG Shareholders may receive either Shell B Shares or,subject to making a Shell A Share Alternative Election, Shell A Shares, the entitlements of BG Shareholdersunder the Mix and Match Facility will be calculated based on the Mix and Match Reference Price, whichwill represent the weighted average between a Shell A Share Input Price and a Shell B Share Input Price.This will ensure that the basis on which BG Shareholders may exchange cash for New Shell Shares (andvice versa) under the Mix and Match Facility reflects the elections made by the BG Shareholders and is asfair as possible to all BG Shareholders who make a Mix and Match Election regardless of whether or notthey also make a Shell A Share Alternative Election.

The Shell A Share Input Price and the Shell B Share Input Price, which are based on the Closing Prices of aShell A Share and a Shell B Share (respectively) on the Latest Practicable Date, are set out below:

• Shell A Share Input Price: 1,463.5 pence

• Shell B Share Input Price: 1,469.0 pence

The weighting is based upon the extent to which BG Shareholders elect, or are deemed to have elected, toreceive Shell A Shares or Shell B Shares in respect of Scheme Shares for which they have also made a Mixand Match Election. The Mix and Match Reference Price will therefore be calculated as follows:

Mix and MatchReference Price

=

(Percentage of BG Sharessubject to a Mix and Match

Election which are not subjectto a Shell A Share Alternative

Election) x (Shell B ShareInput Price)

+


Election which are subject to aShell A Share AlternativeElection) x (Shell A Share

Input Price)

24.3(d)(vii)

44

As an illustrative example, if:

l Shell A Share Alternative Elections are made in respect of 10 per cent. of the Scheme Shares thatare subject to Mix and Match Elections; and

l the remaining 90 per cent. of the Scheme Shares that are subject to Mix and Match Electionsreceive the default option, being Shell B Shares, then:

BG Shareholders will, therefore, be permitted to vary the proportions in which they receive New ShellShares and cash in respect of their holdings of BG Shares on the basis of:

1 New Shell Share for an amount of cash equal to the Mix and Match Reference Price

The Mix and Match Reference Price shall be calculated following receipt of all Mix and Match Electionsand will be announced on the Effective Date via a Regulatory Information Service, with suchannouncement being made available on BG’s and Shell’s websites at www.bg-group.com andwww.shell.com, respectively. In any event, the Mix and Match Reference Price will be: (i) a value equal tothe Shell A Share Input Price (if all BG Shareholders who make a Mix and Match Election also make a ShellA Share Alternative Election); or (ii) the Shell B Share Input Price (if none of the BG Shareholders who makea Mix and Match Election make a Shell A Share Alternative Election); or (iii) more likely, a value betweenthe Shell A Share Input Price and the Shell B Share Input Price.

Mix and Match Elections may only be made in respect of whole numbers of BG Shares. Irrespective of thenumber of BG Shareholders who elect for cash consideration or New Shell Shares under the Mix andMatch Facility, the maximum number of New Shell Shares that will be issued and the maximum amountof cash that will be paid under the terms of the Combination will not be varied.

Accordingly, Mix and Match Elections made by BG Shareholders under the Mix and Match Facility will besatisfied only to the extent that other BG Shareholders make off-setting elections. To the extent that Mixand Match Elections cannot be satisfied in full, they will be scaled down on a pro rata basis and BGShareholders will receive the default Consideration, being 383 pence in cash and 0.4454 Shell B Shares, foreach Scheme Share held at the Scheme Record Time on which a Mix and Match Election cannot besatisfied (unless such BG Shareholder makes an election under the Shell A Share Alternative, in which casethey will receive 383 pence in cash and 0.4454 Shell A Shares for each Scheme Share held at the SchemeRecord Time on which such an election is made).

As a result of this and the method for calculating the Mix and Match Reference Price, BG Shareholderswho make a Mix and Match Election will not know the exact number of New Shell Shares or the amountof cash they will receive until settlement of the Consideration due to them. However, on the Effective Date,an announcement will be made stating the amount of the Mix and Match Reference Price and theapproximate extent to which elections under the Mix and Match Facility will be satisfied when theScheme becomes effective. The Mix and Match Facility is conditional upon the Scheme becoming effective.

The Mix and Match Facility will not affect the entitlement of any BG Shareholder who does not make anelection under the Mix and Match Facility. Any such BG Shareholder will receive the default Considerationas described above (as varied by any Shell A Share Alternative Election).

A BG Shareholder may make both a Mix and Match Election and a Shell A Share Alternative Election inrespect of the same BG Share(s). Any such BG Shareholder will receive the share component of theConsideration (as varied by any satisfied Mix and Match Election) in respect of such BG Share(s) in theform of Shell A Shares.

Further details on the action to take in order to make a valid Mix and Match Election, the deadline formaking a Mix and Match Election and the terms and conditions of the Mix and Match Facility are set outin paragraph 26 of this Part II and Part IX (Notes for Making Elections under the Mix and Match Facility andthe Shell A Share Alternative).


=

1,322 pence (being90 per cent. of the

Shell B ShareInput Price)

+

146 pence (being10 per cent. of the

Shell A ShareInput Price)

= 1,468 pence

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www.bg-group.com

www.shell.com

If you hold BG Shares indirectly, you must rely on the procedures of the bank, broker, financial institution,share plan administrator or share plan nominee or other securities intermediary through which you holdBG Shares. You should contact such intermediary for further instructions on how you can instruct thatintermediary to make an election under the Mix and Match Facility on your behalf and the date by whichyou must provide such instructions to the intermediary.

The Mix and Match Facility has not been extended to BG ADR Holders or to Election RestrictedShareholders, and no Form of Election will be sent to them. Overseas Shareholders should read paragraph23 of this Part II in relation to their ability to make a Mix and Match Election.

12. Royal Dutch Shell Nominee Service

The Royal Dutch Shell Nominee Service

As at the date of this document, Shell sponsors the Royal Dutch Shell Nominee Service provided by EquinitiFinancial Services Limited, through which Shell Shareholders with a registered address in a Royal DutchShell Nominee Service Jurisdiction may hold their Shell Shares in electronic form free of charge.

Under the terms of the Scheme, BG Shareholders with a registered address in a Royal Dutch Shell NomineeService Jurisdiction who hold their BG Shares in certificated form immediately prior to the Scheme RecordTime shall, by default, receive any entitlement to New Shell Shares in electronic form through the RoyalDutch Shell Nominee Service. The New Shell Shares will be issued to the Royal Dutch Shell Nominee on theEffective Date, who will then hold the New Shell Shares on behalf of such BG Shareholders through CRESTin accordance with the terms and conditions of the Royal Dutch Shell Nominee Service, which are set outin Appendix 1 of this document.

BG Shareholders who participate in the Royal Dutch Shell Nominee Service will not be the registeredholders of the New Shell Shares to which they are entitled under the Scheme; instead such New ShellShares will be registered in the name of the Royal Dutch Shell Nominee, which will hold such New ShellShares on behalf of the relevant former BG Shareholders. In accordance with the terms and conditions ofthe Royal Dutch Shell Nominee Service, from the Effective Date, all former BG Shareholders holding NewShell Shares through the Royal Dutch Shell Nominee will:

l receive notices of, and be able to attend and speak at, all general meetings of Shell;

l be able to give directions as to voting at all general meetings of Shell;

l have made available to them and be sent, at their request, copies of the Shell annual report andaccounts and all other documents issued by Shell to registered holders of Shell Shares;

l be able to receive dividends via the Royal Dutch Shell Nominee;

l be entitled to receive a statement of the number of Shell Shares held on their behalf by the RoyalDutch Shell Nominee and details of their current market value as soon as practicable after theyjoin the Royal Dutch Shell Nominee Service and a further statement at least every twelve monthsthereafter;

l be entitled to check at any time online details of the number of Shell Shares held on their behalfby the Royal Dutch Shell Nominee;

l be able to participate in capital events, so far as practicable, in the same manner as registeredholders of Shell Shares; and

l be treated in the same manner as registered holders of Shell Shares in respect of all other rightsattaching to the New Shell Shares,

in each case, so far as possible in accordance with applicable laws and legislation. In particular, OverseasShareholders should be aware that they will not be able to participate in capital events in the samemanner as registered holders of Shell Shares unless the Royal Dutch Shell Nominee is satisfied that suchparticipation would not breach any applicable laws or regulations in the relevant jurisdictions. In addition,in some circumstances Overseas Shareholders may be unable to participate in capital events due tooperational constraints on the Royal Dutch Shell Nominee.

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It is the responsibility of Overseas Shareholders to inform themselves of, and to satisfy themselves as tothe full observance of, the laws of the relevant jurisdiction and any legal requirements in respect ofholding their New Shell Shares through the Royal Dutch Shell Nominee Service, including the receipt ofany governmental, exchange control or other consents which may be required and the compliance withother necessary formalities that are required to be observed. If, due to applicable legal requirements, it isnot permissible or practical to hold the New Shell Shares through the Royal Dutch Shell Nominee Service,BG Shareholders resident in that jurisdiction should request that they be sent the New Shell Shares towhich they are entitled in certificated form by completing and returning the Royal Dutch Shell NomineeOpt-Out Form as described below.

A statement of entitlement detailing the number of New Shell Shares held on behalf of each participatingBG Shareholder will be posted to the address of that BG Shareholder as it appears in the register ofmembers of BG, or, in the case of joint holders, to the holder whose name appears first in such register inrespect of such joint holding or in accordance with any special instructions regarding communications.Statements of entitlement will be despatched as soon as possible on or after the Effective Date and, in anyevent, within fourteen days of the Effective Date. A share certificate request form will be sent to suchpersons with their statement of entitlement. This will allow them to request that the New Shell Shares towhich they are entitled be transferred into their own name as the registered holder (free of charge for aperiod of 18 months from the Effective Date) and that they receive a share certificate in respect of suchNew Shell Shares.

Opting out of the Royal Dutch Shell Nominee Service

Certificated BG Shareholders who do not wish to be defaulted into the Royal Dutch Shell Nominee Servicewill need to complete the Royal Dutch Shell Nominee Opt-Out Form and return it either: (i) by post; or (ii)during normal business hours only, by hand, to Equiniti, Corporate Actions, Aspect House, Spencer Road,Lancing, West Sussex BN99 6DA, so as to be received as soon as possible and in any event not later than4.30 p.m. (Uk time) on 12 February 2016 (being the Election Return Time). An envelope is provided for yourconvenience and no stamp is required for BG Shareholders returning the Royal Dutch Shell Nominee Opt-Out Form from the Uk.

If a certificated BG Shareholder with a registered address in a Royal Dutch Shell Nominee ServiceJurisdiction does not return a Royal Dutch Shell Nominee Opt-Out Form by the Election Return Time, suchBG Shareholder will receive any entitlement to New Shell Shares in electronic form under the Royal DutchShell Nominee Service.

BG Shareholders who: (i) have validly opted-out of the Royal Dutch Shell Nominee Service by returning aRoyal Dutch Shell Nominee Opt-Out Form; or (ii) do not have a registered address in a Royal Dutch ShellNominee Service Jurisdiction shall receive any entitlement to New Shell Shares in certificated form.

BG Shareholders who have been automatically defaulted into the Royal Dutch Shell Nominee Service andwho wish to exit the Royal Dutch Shell Nominee Service after the Effective Date may do so by contactingthe Royal Dutch Shell Nominee at Equiniti Corporate Nominees Limited, Aspect House, Spencer Road,Lancing, West Sussex BN99 6DA or by completing and returning a valid share certificate request form(referred to above). BG Shareholders will be entitled to exit the Royal Dutch Shell Nominee Service free ofcharge for a period of 18 months from the Effective Date. Thereafter, BG Shareholders may exit the RoyalDutch Shell Nominee Service by paying the cancellation charge (currently £10).

Certificated BG Shareholders with a registered address in a Royal Dutch Shell Nominee Service Jurisdictionwho are in any doubt as to what action they should take with regard to the Royal Dutch Shell NomineeService are recommended to seek their own personal financial advice immediately from their stockbroker,bank manager, solicitor, accountant or other independent financial adviser authorised under the FinancialServices and Markets Act 2000 if they are resident in the United kingdom, or, if not, from anotherappropriately authorised independent financial adviser.

Advantages and disadvantages of holding Shell Shares through the Royal Dutch Shell Nominee Service

BG Shareholders with a registered address in a Royal Dutch Shell Nominee Service Jurisdiction arereminded that the decision to join the Royal Dutch Shell Nominee Service is theirs alone and they can optout of the service at any time.

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Shell considers that the advantages of holding Shell Shares through the Royal Dutch Shell NomineeService include:

l avoiding the need to keep records of share certificates in order to track your holdings of ShellShares. Under the Royal Dutch Shell Nominee Service, participating shareholders will receive astatement of the number of Shell Shares held by the Royal Dutch Shell Nominee held on theirbehalf and details of their current market value as soon as practicable after they join the RoyalDutch Shell Nominee Service and a further statement at least every twelve months thereafter;

l safeguarding against loss of share certificates (and the costs associated with replacing lost sharecertificates) as the Royal Dutch Shell Nominee will maintain a record of participating ShellShareholders’ share entitlements;

l providing further visibility over shareholdings as participating Shell Shareholders will be able tocheck their shareholdings online or by phone at any time free of charge; and

l the fact that the maintenance of records by the Royal Dutch Shell Nominee, confirmation ofshareholdings online or by telephone, provision of annual shareholdings statements, processingof shareholder communications preferences and the issuing and recording of voting instructionsis free of charge.

Alongside the advantages set out above, participants will maintain the ability to attend and vote at Shellgeneral meetings and receive dividends in materially similar ways to directly registered shareholders.

Shell considers that the disadvantages of holding Shell Shares through the Royal Dutch Shell NomineeService include:

l shareholders will no longer receive paper share certificates;

l there are charges associated with exiting the Royal Dutch Shell Nominee Service and certain otheradministrative actions (see below); and

l shareholders may be restricted from using the services of share dealing service providers otherthan those nominated by Shell without exiting the Royal Dutch Shell Nominee Service (andincurring the charges described above).

If you are in any doubt about whether to choose to opt out of the Royal Dutch Shell Nominee Service, youshould consult an authorised financial adviser.

Fees and charges

The maintenance of records by the Royal Dutch Shell Nominee, transfers of Shell Shares into the RoyalDutch Shell Nominee Service, confirmation of shareholdings online or by telephone, provision of annualshareholding statements, processing of decisions regarding shareholder communications and the issuingand recording of voting instruction forms are provided free of charge by the Royal Dutch Shell Nominee toShell Shareholders. However, certain charges apply in respect of:

l transfers out of the Royal Dutch Shell Nominee Service (£10 as at the date of this document,although a grace period of 18 months from the Effective Date will be provided to allow BGShareholders who have been automatically defaulted into the Royal Dutch Shell Nominee Serviceto exit free of charge);

l confirmation of shareholdings in writing (£10 + vAT as at the date of this document);

l provision of a duplicate statement (£10 + vAT as at the date of this document);

l issuing of a replacement payment (the fee for which varies between £0 - £95 + vAT depending onthe value of the payment being reissued; see www.shareview.co.uk/clients/paymentreissue for fulldetails); and

l provision of share dealing services. All dealing services are subject to their own specific terms andconditions of use, that are available on request from the service provider. You should check these

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www.shareview.co.uk/clients/paymentreissue

requirements before you need to buy or sell shares. An illustrative table of Equiniti FinancialServices Limited’s dealing fees (as at the Latest Practicable Date) for Royal Dutch Shell NomineeService participants resident in the Uk is set out below:

*In some cases securities cannot be dealt online. If so, phone rates apply.

Further details of the fees and charges associated with the Royal Dutch Shell Nominee Service are set outin the terms and conditions of the Royal Dutch Shell Nominee Service at Appendix 1 of this document.

13. BG Share Plans

Share options and awards granted to participants in the BG Share Plans and which are not alreadyexercisable or which have not already vested will become exercisable or will vest on the date of the CourtOrder, subject (where applicable) to the achievement of performance conditions and save for certainoptions and awards which may be rolled over into equivalent options or awards over Shell B Shares (asdescribed below).

All BG Shares issued or transferred on the exercise of share options or vesting of share awards under theBG Share Plans before the Scheme Record Time will be subject to the terms of the Scheme and willconstitute Scheme Shares.

The Scheme will not extend to any BG Shares issued after the Scheme Record Time; for example, to satisfythe exercise of options by participants over BG Shares after the Scheme Record Time. However, as part ofthe Special Resolution to be proposed at the BG General Meeting, it is proposed that the BG Articles willbe amended to provide that if the Scheme becomes effective, any BG Shares issued after the SchemeRecord Time (including to participants in the BG Share Plans who exercise options after the Scheme RecordTime), will, subject to that person first being permitted to transfer all or some of those BG Shares to theirspouse or civil partner, be transferred automatically to Shell (or such person as Shell directs) inconsideration for 383 pence in cash and 0.4454 Shell B Shares for each BG Share so transferred.

Consequently, participants in the BG Share Plans who receive BG Shares on the exercise of share optionsafter the Scheme Record Time are able to receive the same consideration as BG Shareholders save thatthey will not be able to participate in the Mix and Match Facility or the Shell A Share Alternative.

Participants in certain of the BG Share Plans will also be able to elect to receive cash instead of theirresulting BG Shares if they exercise share options after the Scheme Record Time.

Letters will be sent (either electronically or in hard copy) to participants in the BG Share Plans explainingthe effect of the Scheme on their share options and awards and, where applicable, their right to exerciseshare options to acquire BG Shares or to receive BG Shares on the vesting of share awards.

The treatment of the outstanding options and awards under the BG Share Plans has been considered anddetermined by taking into account a number of factors, including the importance of retaining andmotivating BG’s management and employees during the unusually long period between theannouncement of the Combination in April 2015 and the Effective Date (expected to be 15 February 2016).Retention was seen as critical in order to facilitate the continued delivery of high standards of safety andoperational performance during the offer period.

BG Group Long Term Incentive Plan 2008 (“BG LTIP”)

On a change of control, the rules of the BG LTIP provide that the default position is that outstandingawards would normally vest in full, to the extent that the applicable performance conditions are satisfied

Royal Dutch Shell Nominee Service dealing

Online Commission*Deal value£0-£50,000Balance over £50,000

Standard rate1.00%0.25%

Minimum£15

Phone CommissionDeal value£0-£50,000Balance over £50,000

Standard rate1.00%0.25%

Minimum£30

49

at that time. The BG LTIP rules reserve to the BG Directors a discretion, taking account of the circumstancesof the change of control, to reduce the outstanding awards on a time pro-rated basis to reflect the numberof whole months from the grant date until the date of the Court Order (as a proportion of the 36-monthvesting period).

Outstanding awards under the BG LTIP (which have been granted in the form of nil cost options orconditional awards or cash based phantom awards) comprise various different types of award:

l awards that are not subject to any performance conditions which have been granted in variousyears including annual grants made on 4 September 2013, 4 September 2014 and 12 May 2015 andwhich would normally vest on the third anniversary of grant (“Group Share Awards”);

l awards that are subject to company and/or personal performance conditions which have beengranted in various years including annual grants made on 4 September 2013, 4 September 2014and 12 May 2015 and which would normally vest on the third anniversary of grant over suchnumber of BG Shares as is determined by the extent to which any applicable performanceconditions are satisfied at the time of vesting (“Performance Share Awards”);

l an award that is subject to company performance conditions granted to Helge Lund on 9 March2015 upon his recruitment and which would normally vest on the third anniversary of grant oversuch number of BG Shares as is determined by the extent to which the applicable performanceconditions are satisfied at the time of vesting (the “HL Initial Award”);

l awards that are not subject to company performance conditions granted to certain members ofthe senior management team on 12 May 2015 upon their recruitment (the “Senior ManagementInitial Awards”); and

l awards granted to Helge Lund on 9 March 2015 and certain members of the senior managementteam on 12 May 2015 to buy out share awards which they forfeited upon leaving their formeremployers (“Buy Out Awards”).

Group Share Awards

Outstanding Group Share Awards which were granted prior to the date of the Rule 2.7 Announcement andwhich have not already vested or become exercisable, will vest or become exercisable in full at the time ofthe Court Order. Participants holding such Group Share Awards will be able to receive or acquire BG Sharesprior to the Scheme Record Time. Any awards granted as nil cost options will be exercisable on, and for upto six months after, the date of the Court Order. Any awards that have not been exercised by the end ofthat period will be treated as having been exercised on the last day of the six-month period.

Outstanding Group Share Awards which were granted after the date of the Rule 2.7 Announcement willnot vest and become exercisable at the time of the Court Order but will be automatically exchanged foran equivalent award over Shell B Shares having substantially the same value as the BG Shares which weresubject to the original Group Share Awards immediately before the exchange (the “New Shell GSAs”). TheNew Shell GSAs will be granted on equivalent terms to the awards they replace and will vest on the samedate as the original Group Share Award would have vested in the ordinary course, or any earlier date onwhich the holder of the New Shell GSA Award ceases to be an employee of a member of the Shell Groupand the BG Group for a “good leaver” reason. A good leaver reason will include death; redundancy; illhealth; injury or disability; retirement with the agreement of the employer; the employee’s employingentity ceasing to be a member of the Shell Group or the BG Group; transfer of the part of the business inwhich the employee works outside of the Shell Group or the BG Group; resignation in response to arepudiatory breach of contract by the employer; a material diminution in an employee’s seniority, statusor responsibilities allowing for the different management structures within the Combined Group; and arelocation of an employee’s place of work of more than 30 miles. If a participant leaves for such a “goodleaver” reason his New Shell GSA Award will vest in full, without any time pro-rating reduction. In thesecircumstances, New Shell GSAs which were granted as nil cost options will be exercisable for up to 18months after leaving employment (or 12 months in the case of the participant’s death). Any awards thathave not been exercised by the end of that period will be treated as having been exercised on the last dayof the relevant exercise period.

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Performance Share Awards

Performance Share Awards granted before 31 December 2014

Outstanding Performance Share Awards that were granted on or before 31 December 2014 and which havenot already vested or become exercisable, will vest or become exercisable at the time of the Court Order,to the extent that the applicable performance conditions are achieved. The awards will not be reduced fortime pro-rating.

Participants holding such Performance Share Awards will be able to receive or acquire BG Shares prior tothe Scheme Record Time. Any awards granted as nil cost options will be exercisable on, and for up to sixmonths after, the date of the Court Order. Any awards that have not been exercised by the end of thatperiod will be treated as having been exercised (to the extent exercisable) on the last day of the six-monthperiod.

On 18 March 2014, Simon Lowth was granted a “parallel award” to the Performance Share Awards thatwere granted to him on 11 December 2013 in connection with entitlements foregone on leaving his formeremployer to take up his appointment as CFO of the Company. This parallel award is not subject to anycompany performance conditions. This parallel award will vest at the time of the Court Order, but, inaccordance with the terms of the award, the proportion of the award that will vest will be reduced by theproportion of the Performance Share Awards granted on 11 December 2013 that vests.

Performance Share Awards granted on 12 May 2015

Outstanding Performance Share Awards that were granted on 12 May 2015 (the “May 2015 Awards”) willvest or become exercisable at the time of the Court Order, subject to a reduction for time pro-rating toreflect the number of complete months from the grant of the awards until the Court Order and subject tothe achievement of any applicable performance conditions. Any awards granted as nil cost options will beexercisable (to the extent vested) on, and for up to six months after, the date of the Court Order. Anyawards that have not been exercised by the end of that period will be treated as having been exercised (tothe extent exercisable) on the last day of the six-month period.

The portion of the May 2015 Awards that does not vest at the time of the Court Order as a result of theapplication of time pro-rating will be automatically exchanged for an equivalent award over Shell B Shareshaving substantially the same value as the BG Shares which were subject to that portion of the originalMay 2015 Awards immediately before the exchange (the “New Shell PSAs”).

Testing of performance conditions

The BG Remuneration Committee will determine the extent to which the performance conditions thatapply to the outstanding Performance Share Awards have been satisfied shortly in advance of the date ofthe Court Order. The performance conditions will be tested on the following basis:

l for those awards granted prior to 1 September 2014, the BG Remuneration Committee will test TSR(on a relative basis compared to a sector peer group) as close as reasonably practicable to the dateof the Court Order;

l for the time pro-rated portion of the May 2015 Awards, the BG Remuneration Committee will:

l test EBITDA performance as at the end of the financial year ending 31 December 2015;

l test ROACE performance as at the end of the financial year ending 31 December 2015; and

l test TSR (on a relative basis compared to a sector peer group) as close as reasonably practicableto the date of the Court Order.

New Shell PSAs

The New Shell PSAs will be subject to the terms of the BG LTIP and the vesting outcome, taking accountof the structure of the PSAs they are replacing, will be subject to the achievement of the sameperformance conditions that apply to awards granted by Shell in 2015 under Shell’s Long-Term IncentivePlan.

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The New Shell PSAs will ordinarily vest on the same date as the original Performance Share Award wouldhave vested in the ordinary course and be subject to the same post-vesting holding period. The “goodleaver reasons” that apply to the May 2015 Awards will continue to apply. If a participant were to leave forone of those “good leaver reasons” his New Shell PSA Award will vest on the normal vesting date subjectto the achievement of performance conditions, but will be pro-rated for time in accordance with the rules(reflecting the original three year vesting period), consistent with the determinations in relation theretomade by the BG Non-Executive Directors. No post-vesting holding period will be applied in thesecircumstances. For good leavers New Shell PSAs that were granted as nil cost options will be exercisablefor up to 18 months after vesting (or 12 months in the case of the participant’s death). Any awards thathave not been exercised by the end of that period will be treated as having been exercised on the last dayof the relevant exercise period.

HL Initial Award

Helge Lund was recruited as BG Group Chief Executive in late 2014. In recruiting Mr Lund, the Board’soverriding duty was to promote the long-term success of BG by securing an exceptional candidate withthe necessary skills and experience to lead the Company and to improve its business and operationalperformance. In securing the appointment of Mr Lund, the objective of the Board was to offerremuneration that was competitive in the international market for oil and gas executives.

Following feedback from shareholders and discussions with Mr Lund, Mr Lund was granted the HL InitialAward shortly after he joined BG, within the rules of the BG LTIP12 and BG’s approved directors’remuneration policy. The HL Initial Award had a face value of £10.6 million at the time of grant. vesting ofthe HL Initial Award is subject to the achievement of company performance conditions and normally vestsafter three years, with the vested BG Shares being subject to a further holding period of at least two years.

In considering whether to exercise their discretion to apply a time pro-rating reduction to the HL InitialAward, the BG Non-Executive Directors have carefully weighed a range of considerations.

A principal consideration has been the performance of Mr Lund throughout the period since theannouncement of the Combination with Shell. During this time of prolonged and considerableuncertainty for BG and its employees, it has been of critical importance for BG and its shareholders thatthe business has been led by a Chief Executive who has maintained staff morale and who has continuedto lead high standards of safety, project delivery and operational performance. Despite the verychallenging external environment, BG has delivered strongly in all of these areas since Mr Lund’sappointment. Over successive quarters in 2015, the BG Directors believe that BG has met or exceededmarket expectations. Under Mr Lund’s leadership, BG has grown production by a forecasted 12-15 per cent.on 2014, increasing the BG Group’s full year guidance for production in 2015 to 680-700 kboed. TheBG Group has brought core major projects in Australia and Brazil on stream and has introduced a morestreamlined operating model, substantially reducing both operating costs (by a forecasted US$300 millionapproximately) and capital expenditure (by a forecasted 30 per cent. approximately).

To reflect and reward Mr Lund’s performance through this challenging period and taking account of thecircumstances surrounding his recruitment by the Company, the BG Non-Executive Directors haveunanimously determined, and Mr Lund has agreed, that a balanced, intermediate outcome be achieved.

It has been determined that Mr Lund waives a proportion of the HL Initial Award, conditional upon theScheme being sanctioned by the Court. The remaining proportion of the HL Initial Award will vest in fullat the time of the Court Order, to the extent that the applicable performance conditions are satisfied. Theprinciple underpinning this intermediate outcome is to achieve vesting of the HL Initial Award in respectof Mr Lund’s service from the date of grant to the date of the Court Order, together with a further twelvemonths following the date of the Court Order, which aligns with Mr Lund’s notice period.

The amount waived (rounded down to the nearest whole number of BG Shares) will be measured by thenumber of days falling in the period starting from the first anniversary of the Court Order to 8 March 2018(the original vesting date of the HL Initial Award). For example, if the Court Order is given on 11 February2016 this would result in a waiver of approximately a third (approximately 35 per cent.) of the HL InitialAward.

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12 See under the heading “BG Group Long Term Incentive Plan 2008 (“BG LTIP”)” in this paragraph 13 above.

The BG Remuneration Committee will determine the extent to which the performance conditions thatapply to the HL Initial Award have been satisfied shortly in advance of the date of the Court Order. Theperformance conditions will be tested on the same basis as for the May 2015 Awards, described above.

Other BG incentive plans

Senior Management Initial Awards

Outstanding Senior Management Initial Awards will vest or become exercisable at the time of the CourtOrder, subject to a reduction for time pro-rating to reflect the number of complete months from the grantof the awards until the Court Order. Any awards granted as nil cost options will be exercisable (to theextent vested) on, and for up to six months after, the date of the Court Order. Any awards that have notbeen exercised by the end of that period will be treated as having been exercised (to the extentexercisable) on the last day of the six-month period.

The portion of the Senior Management Initial Awards that does not vest at the time of the Court Order asa result of the application of time pro-rating will be automatically exchanged for an equivalent award overShell B Shares having the same value as the BG Shares which were subject to the original SeniorManagement Initial Awards immediately before the exchange. These new initial awards will be grantedon the same basis as the New Shell PSAs described above, save that they will not be subject to Shellperformance conditions.

Buy Out Awards

Outstanding Buy Out Awards will vest or become exercisable in full at the time of the Court Order. Buy OutAwards granted as nil cost options will be exercisable on, and for up to six months after, the date of theCourt Order. Any awards that have not been exercised by the end of that period will be treated as havingbeen exercised (to the extent exercisable) on the last day of the six-month period.

Other awards

Outstanding awards under the BG Share Award Plan, the BG voluntary Bonus Deferral Plan, the BGDeferred Bonus Plan 2008 and the BG Discretionary Deferral Plan, which were granted prior to the date ofthe Rule 2.7 Announcement or granted after this date in respect of mandatory deferrals from 2014 AnnualIncentive Scheme bonus awards, will vest or become exercisable in full at the time of the Court Order.Participants holding such awards will be able to receive or acquire BG Shares prior to the Scheme RecordTime. Any awards granted as nil cost options will be exercisable at, and for up to six months after, the dateof the Court Order. Any awards that have not been exercised by the end of that period will be treated ashaving been exercised on the last day of the six-month period.

AIS deferred awards for 2015

Outstanding awards that have been granted prior to the time of the Court Order in respect of mandatorydeferrals from 2015 Annual Incentive Scheme bonus awards will not vest and become exercisable at thetime of the Court Order but will be automatically exchanged for an equivalent award over Shell B Shares(or cash where the existing award is an award over deferred cash) having the same value as the BG Shares(or cash) which were subject to the original awards immediately before the exchange. These new awardswill be granted on the same basis as the New Shell GSAs described above.

BG Sharesave Plan 2008 (“Sharesave”)

Outstanding options under the Sharesave (which is a HMRC tax qualified plan designed for all Uk-basedemployees) (“BG Sharesave Options”) which are not already exercisable will become exercisable at thetime of the Court Order and will remain exercisable for a period of six months after the date of the CourtOrder after which time they will lapse. Participants may only exercise their BG Sharesave Options usingthe savings made under the related savings contract at the time of exercise, and so these options may beexercisable over a reduced number of BG Shares. Participants with BG Sharesave Options granted inFebruary 2013, which mature before the time of the Court Order or during the six-month exercise period,and who have completed a related savings contract, may exercise those options over the full number ofBG Shares over which they are outstanding.

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Other than in the case of a participant’s death, BG Sharesave Options will cease to be exercisable and willlapse on the date falling six months after the Court Order or any earlier date that such options becomeexercisable due to a participant leaving employment or the maturity of the related savings contract.

As an alternative to exercising a BG Sharesave Option and subject to the Scheme becoming effective,participants in the Sharesave may (at their election) agree to release all or any of their BG SharesaveOptions in exchange for an equivalent new option over Shell B Shares which will have substantially thesame value as the BG Shares which were subject to the original BG Sharesave Option immediately beforethe exchange and substantially the same aggregate exercise price (“New Shell Sharesave Options”). Therespective values of a BG Share and a Shell B Share will be calculated by reference to the average of theclosing middle market quotations for a BG Share and a Shell B Share over the five dealing daysimmediately before the Effective Date.

BG Company Share Option Scheme (“CSOS”)

All outstanding share options granted under the CSOS are already exercisable and will remain exercisablefor a period of six months after the date of the Court Order after which time they will lapse to the extentthey have not been exercised or otherwise lapsed before that date. Option holders under the CSOS will beable to choose to exercise their share options under the CSOS and acquire BG Shares prior to the SchemeRecord Time.

BG Share Incentive Plan (“SIP”) and Global Partnership Plan (“GPP”)

Awards outstanding under the SIP (which is a HMRC tax qualified plan designed for all Uk-basedemployees) comprise awards of BG Shares which a participant has purchased using a proportion of theirpre-tax salary (“partnership shares”); awards of BG Shares which have been acquired for no consideration(“flex shares”); and awards over BG Shares which have resulted from the reinvestment of dividends arisingon BG Shares held under the SIP (“dividend shares”). These shares are required to be held in a special truston employees’ behalf for a minimum of three (and up to five) years and subject to the employee’scontinued employment in order to benefit from favourable Uk tax treatment.

Awards outstanding under the GPP (which is designed for employees of the BG Group in certain locationsoutside the Uk) comprise awards of BG Shares that a participant has purchased using a proportion of theirpost-tax salary (“GPP partnership shares”). These GPP partnership shares are held in a trust on theemployees’ behalf until such time as employees request their release. Awards of matching free BG Sharesare awarded on the basis of one free share for every three GPP partnership shares acquired (“MatchingAwards”). Matching Awards normally vest after three years, subject to continued employment and willvest at the time of the Court Order. Awards are also made over BG Shares which have resulted from thereinvestment of dividends arising on BG Shares held under the GPP.

All BG Shares awarded under the SIP and the GPP will be Scheme Shares and will be subject to the termsof the Scheme in the same way as the BG Shares held by BG Shareholders. Participants in the SIP and theGPP will be entitled to 383 pence in cash and 0.4454 Shell B Shares for every BG Share awarded under theSIP or GPP. They will be able to participate in the Mix and Match Facility and Shell A Share Alternativethrough the trustees of the relevant trusts (save that participants in the SIP will, for administrativereasons, not be permitted to make an election under the Mix and Match Facility or the Shell A ShareAlternative that could result in them holding a mix of Shell B Shares and Shell A Shares in the special SIPtrust).

Participants in the SIP will be able to retain any Shell B Shares or Shell A Shares that they receive under theScheme in the special trust for up to five years from the original award date in order to continue to benefit(where appropriate) from the favourable Uk taxation available under the SIP.

14. BG Directors and the effect of the Scheme on their interests

Details of the interests of the BG Directors in the share capital of BG, and options and awards in respectof such share capital, are set out in paragraph 13 of this Part II and paragraph 5 of Part vI (AdditionalInformation) of this document. BG Shares held by the BG Directors will be subject to the Scheme.

Particulars of the service contracts (including termination provisions and arrangements) and letters ofappointment of the BG Directors are set out in paragraph 7 of Part vI (Additional Information) of thisdocument.

25.4(a)(v)

25.4(b)

54

Shell has received irrevocable undertakings from each of the BG Directors to vote in favour of the Schemeat the Court Meeting and the Special Resolution to be proposed at the BG General Meeting in respect oftheir own beneficial holdings totalling 231,187 BG Shares, representing in aggregate approximately0.00638 per cent. of BG’s issued share capital on the Latest Practicable Date.

Save as set out in this document, the effect of the Scheme on the interests of the BG Directors does notdiffer from the effect of the Scheme on the interests of other persons.

15. Description of the Scheme and the BG Shareholder Meetings

15.1 The Scheme

The Combination is to be effected by means of a court-sanctioned scheme of arrangement between BGand the Scheme Shareholders under Part 26 of the Companies Act. The procedure requires approval by BGShareholders at the Court Meeting and BG General Meeting, and sanction of the Scheme by the Court. TheScheme is set out in full in Part XI (The Scheme of Arrangement) of this document.

The purpose of the Scheme is to provide for Shell to become the holder of the entire issued ordinary sharecapital of BG. This is to be achieved by transferring the Scheme Shares held by BG Shareholders to Shell, inconsideration for which Shell will pay cash and allot and issue New Shell Shares on the basis set out in thisPart II.

In addition, under the Scheme, BG will provide a cash amount of 10 pence to the Dividend Access Trustee,which the Dividend Access Trustee will use to subscribe for the BG Dividend Access Share described inparagraph 8 of this Part II. The provision of the cash amount of 10 pence by BG to the Dividend AccessTrustee may constitute financial assistance for the purposes of the acquisition of the BG Dividend AccessShare by the Dividend Access Trustee. Under the Companies Act, it is unlawful for a Uk public limitedcompany (or any of its subsidiaries) to provide such financial assistance unless an exception under theCompanies Act applies. Accordingly, in this instance, such financial assistance will only be lawful pursuantto the Companies Act if it is sanctioned by the Court pursuant to the Scheme. Proposals for the approvalof the provision of the cash amount of 10 pence to the Dividend Access Trustee by BG form part of theScheme and will be presented to the Court for sanction.

Fractions of New Shell Shares will not be allotted to BG Shareholders. Instead, the cash value of thefractional entitlement to New Shell Shares of each BG Shareholder will be calculated based on the openingprice(s) of a Shell A Share and/or a Shell B Share (as applicable) on the London Stock Exchange on the dayof LSE Admission, and such amount will be paid in cash by Shell to the relevant BG Shareholders insatisfaction of their fractional entitlements. If a BG Shareholder has elected to receive part of the sharecomponent of the Consideration in the form of Shell A Shares, they may be entitled to a fraction of both aShell A Share and a Shell B Share. If so, the cash value of each fractional entitlement, calculated asdescribed above, will be added together and the total aggregate amount will be paid to the BGShareholder by Shell. However, individual entitlements to amounts of less than £5 will not be paid to BGShareholders but will be retained by Shell.

If the Scheme is sanctioned by the Court, BG Shares held in treasury will be cancelled prior to the SchemeRecord Time.

15.2 BG Shareholder Meetings

Before the Court’s sanction can be sought for the Scheme, the Scheme requires approval by the passing ofa resolution at the Court Meeting. The resolution must be approved by a majority in number of theScheme Shareholders present and voting, either in person or by proxy, representing not less than 75 percent. in value of the Scheme Shares held by such Scheme Shareholders. In addition, the Special Resolutionmust be passed at the BG General Meeting to authorise the BG Directors to implement the Scheme andadopt amended articles of association of BG (which requires the approval of BG Shareholders present andvoting, either in person or by proxy, representing at least 75 per cent. of the votes cast at the BG GeneralMeeting). The BG General Meeting will be held immediately after the Court Meeting. Notices of the CourtMeeting and the BG General Meeting are set out in Part XIII (Notice of Court Meeting) and Part XIv (Noticeof BG General Meeting) of this document, respectively.

Save as set out below, all holders of BG Shares whose names appear on the register of members of BG atthe voting Record Time, or, if any such meeting is adjourned, on the register of members at 6.00 p.m. (Uk

24.3(d)(x)

25.7(b)

S.897(2)(b)(ii)CA06

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time) on the date which is two days (excluding non-working days) before the date set for such adjournedmeeting, will be entitled to attend and vote at the Court Meeting and the BG General Meeting, in respectof the BG Shares registered in their name at the relevant time.

(a) The Court Meeting

The Court Meeting has been convened at the direction of the Court for 11.00 a.m. (Uk time) on28 January 2016 for Scheme Shareholders to consider and, if thought fit, approve the Scheme.

At the Court Meeting, voting will be by poll and each Scheme Shareholder present in person or byproxy will be entitled to one vote for each Scheme Share held as at the voting Record Time. Theapproval required at the Court Meeting is a majority in number of the Scheme Shareholderspresent and voting, either in person or by proxy, representing not less than 75 per cent. in value ofthe Scheme Shares held by such Scheme Shareholders.

(b) The BG General Meeting

The BG General Meeting has been convened for 11.10 a.m. (Uk time) on 28 January 2016, or as soonafter that time as the Court Meeting has been concluded or adjourned, for BG Shareholders toconsider and, if thought fit, pass, the Special Resolution necessary to implement the Scheme andcertain related matters.

The Special Resolution is proposed to approve:

(i) giving the BG Board the authority to take all necessary action to carry the Scheme intoeffect; and

(ii) amending BG’s articles of association as described in paragraph 15.4 below.

At the General Meeting, voting on the Special Resolution will be by poll and each BG Shareholderpresent in person or by proxy will be entitled to one vote for each BG Share held as at the votingRecord Time. The approval required for the Special Resolution to be passed is at least 75 per cent.of the votes cast on the Special Resolution.

It is important that, for the Court Meeting in particular, as many votes as possible are cast, so that theCourt may be satisfied that there is a fair and reasonable representation of opinion of the BGShareholders. You are therefore strongly advised to sign and return your Forms of Proxy, or deliver yourvoting instructions by one of the other methods mentioned below, for both the Court Meeting and theBG General Meeting as soon as possible.

BLUE Forms of Proxy for use at the Court Meeting and WHITE Forms of Proxy for use at the BG GeneralMeeting should be returned either: (i) by post (no envelope or stamp required if posting from the UK); or(ii) during normal business hours, by hand, to Equiniti, at Aspect House, Spencer Road, Lancing, WestSussex BN99 6DA, United Kingdom, as soon as possible and, in any event, so as to be received not laterthan:

BLUE Forms of Proxy for the Court Meeting 11.00 a.m. (Uk time) on 26 January 2016

WHITE Forms of Proxy for the BG General Meeting 11.10 a.m. (Uk time) on 26 January 2016

or, if in either case the meeting is adjourned, not later than 48 hours (excluding non-working days) beforethe time fixed for the holding of the adjourned meeting. If the BLUE Form of Proxy for use at the CourtMeeting is not returned by the above time, it may be handed to a representative of Equiniti or theChairman of the Court Meeting before the start of that meeting. However, in the case of the BG GeneralMeeting, unless the WHITE Form of Proxy is returned by the time mentioned in the instructions printedon it, it will be invalid. The completion and return of a Form of Proxy will not prevent you from attending,speaking and voting in person at either the Court Meeting or the BG General Meeting, or any adjournmentthereof, if you wish and are entitled to do so.

Further information about the procedures for appointing proxies and giving voting instructions, includingdetails of how to appoint a proxy electronically, is set out in paragraph 26 (Action to be taken) below of thisPart II and on pages 8 to 16 of this document.

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BG ADR Holders should read paragraph 21 of this Part II for details of how they can instruct the BGDepositary to vote on their behalf at the Court Meeting and the BG General Meeting.

15.3 Court Hearing

Under the Companies Act, the Scheme requires the sanction of the Court. The hearing by the Court tosanction the Scheme is currently expected to be held on 11 February 2016 subject to the prior satisfactionor waiver of the other Conditions set out in Part III (Conditions to and further terms of the Implementationof the Combination and the Scheme) of this document.

The Court Hearing will be held at the Royal Courts of Justice, The Rolls Buildings, Fetter Lane, London,EC4A 1NL, United kingdom. Scheme Shareholders are entitled to attend the Court Hearing, should theywish to do so, in person or through counsel.

Following sanction of the Scheme by the Court, the Scheme will become effective in accordance with itsterms upon a copy of the Court Order being delivered to the Registrar of Companies. This is expected tooccur on 15 February 2016, subject to satisfaction (or, where applicable, waiver) of the Conditions.

Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective ofwhether or not they attended or voted in favour of or against the Scheme at the Court Meeting, or infavour of or against, or abstained from voting on, the Special Resolution at the BG General Meeting.

If the Scheme does not become effective by 31 July 2016 (or such later date as may be agreed in writing byBG and Shell with the Panel’s consent and as the Court may approve (if such approval is required)), theScheme will not become effective and the Combination will not proceed.

15.4 Amendment of BG’s articles of association

It is proposed, as part of the Special Resolution to be proposed at the BG General Meeting, that the BGArticles be amended to ensure that any BG Shares issued under the BG Share Plans or otherwise after thevoting Record Time in respect of the Court Meeting and on or prior to the Scheme Record Time will besubject to the Scheme. It is also proposed to amend the BG Articles so that any BG Shares issued to anyperson other than Shell or its nominee or the Dividend Access Trustee after the Scheme Record Time willbe automatically acquired by Shell for 383 pence in cash and 0.4454 Shell B Shares. These provisions willavoid any person (other than Shell, its nominee or the Dividend Access Trustee) being left with BG Sharesafter dealings in such shares have ceased on the London Stock Exchange.

It is also proposed, as part of the Special Resolution to be proposed at the BG General Meeting, that theBG Articles be further amended to insert new provisions in respect of the rights attaching to the BGDividend Access Share to be allotted and issued pursuant to the Scheme. These rights are intended toensure that the dividend access mechanism operates as described in paragraph 8 of this Part II. It isproposed that the amendments to the BG Articles will also grant the BG Directors the general authoritypursuant to the Companies Act to allot the BG Dividend Access Share without first offering the BGDividend Access Share to existing BG Shareholders.

Paragraph (b) of the Special Resolution set out in the notice of the BG General Meeting in Part XIv (Noticeof BG General Meeting) of this document seeks the approval of BG Shareholders for such amendments.

15.5 Entitlement to vote at the BG Shareholder Meetings

Each BG Shareholder who is entered in BG’s register of members at the voting Record Time (expected tobe 6.00 p.m. Uk time on 26 January 2016) will be entitled to attend and vote on all resolutions to be put tothe Court Meeting and the BG General Meeting. If either BG Shareholder Meeting is adjourned, only thoseBG Shareholders on the register of members at 6.00 p.m. Uk time on the day which is two days (excludingnon-working days) before the adjourned meeting will be entitled to attend and vote. If you are in anydoubt as to whether or not you are permitted to vote at either the Court Meeting or the BG GeneralMeeting, please telephone the Shareholder Helpline on 0800 917 8611 from within the Uk or +44 121 4150920 if calling from outside the Uk between 9.00 a.m. and 5.30 p.m. (Uk time) Monday to Friday (exceptEnglish and Welsh public holidays). Calls to the Shareholder Helpline from outside the Uk will be chargedat applicable international rates. Different charges may apply to calls from mobile telephones and callsmay be recorded and randomly monitored for security and training purposes. The Shareholder Helpline

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cannot provide advice on the merits of the Combination or the Scheme or give any financial, legal or taxadvice.

Each eligible BG Shareholder is entitled to appoint a proxy or proxies to attend, speak and, on a poll, to voteinstead of him or her. A proxy need not be a shareholder of BG but must attend the BG ShareholderMeetings. A BLUE Form of Proxy for the Court Meeting and a WHITE Form of Proxy for the BG GeneralMeeting have been provided. To be valid those Forms of Proxy must be duly completed and signed andmust be received by Equiniti either: (i) by post (no envelope or stamp required if posting from the Uk); or(ii) during normal business hours only, by hand, to Equiniti, Aspect House, Spencer Road, Lancing, WestSussex BN99 6DA, by 11.00 a.m. Uk time (for the Court Meeting) and 11.10 a.m. Uk time (for the BG GeneralMeeting), in each case on 26 January 2016, or, in the case of any adjournment, by no later than 48 hours(excluding any part of a day that is not a working day) before the time fixed for the holding of theadjourned meeting. If the BLUE Form of Proxy for use at the Court Meeting is not returned by the abovetime, it may also be handed to a representative of Equiniti or the Chairman of the Court Meeting beforethe start of the meeting. However, in the case of the BG General Meeting, the WHITE Form of Proxy mustbe received by the time mentioned above, or it will be invalid.

If you propose to attend the BG Shareholder Meetings, please detach and bring with you the attendancecard to assist your admission.

Eligible BG Shareholders who return completed Forms of Proxy may still attend the BG ShareholderMeetings instead of their proxies and vote in person if they wish. In the event of a poll on which a BGShareholder votes in person, his/her proxy votes lodged with BG will be excluded.

Eligible BG Shareholders are entitled to appoint a proxy in respect of some or all of their BG Shares. BGShareholders are also entitled to appoint more than one proxy. A space has been included in the Forms ofProxy to allow BG Shareholders to specify the number of BG Shares in respect of which that proxy isappointed. BG Shareholders who return a Form of Proxy duly executed but leave this space blank will bedeemed to have appointed a proxy in respect of all of their BG Shares.

BG Shareholders who wish to appoint more than one proxy in respect of their shareholding should contactEquiniti for further Forms of Proxy.

If you hold your BG Shares in uncertificated form (i.e. in CREST) you may vote using the CREST votingservice in accordance with the procedures set out in the CREST Manual (please also refer to theaccompanying notes to the notices of the BG Shareholder Meetings set out in Part XIII (Notice of CourtMeeting) and Part XIv (Notice of BG General Meeting) of this document). Proxies submitted via CREST mustbe received by Equiniti (ID RA19) by no later than 11.00 a.m. Uk time on 26 January 2016 in the case of theCourt Meeting and by no later than 11.10 a.m. Uk time on 26 January 2016 in the case of the BG GeneralMeeting or, in the case of any adjournment, by no later than 48 hours (excluding any part of a day that isnot a working day) before the time fixed for the holding of the adjourned meeting.

BG Shareholders entitled to attend and vote at the BG Shareholder Meetings may appoint a proxyelectronically by logging on to www.sharevote.co.uk and entering the voting ID, task ID and shareholderreference number shown on their Forms of Proxy. Full details of the procedure to be followed to appoint aproxy electronically are given on the website. Further information is also included in the instructionscontained on the Forms of Proxy.

The completion and return of a Form of Proxy or the appointment of a proxy or proxies electronically orthrough CREST shall not prevent a BG Shareholder from attending, speaking and voting in person at eitherBG Shareholder Meeting or any adjournment thereof, if a BG Shareholder wishes and is certified to do so.

Further information on the actions to be taken is set out on pages 8 to 16 (Action to be taken) of thisdocument.

BG ADR Holders should read paragraph 21 of this Part II for details of how they can instruct the BGDepositary to vote on their behalf at the Court Meeting and the BG General Meeting.

15.6 Modifications to the Scheme

The Scheme contains a provision for BG and Shell jointly to consent (on behalf of all persons concerned)to any modification of, or addition to, the Scheme or to any condition which the Court may approve or

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impose. The Court would be unlikely to approve or impose any modification of, or addition or condition to,the Scheme which might be material to the interests of Scheme Shareholders unless SchemeShareholders were informed of any such modification, addition or condition. It would be for the Court todecide, in its discretion, whether or not a further meeting of Scheme Shareholders should be held in thosecircumstances.

16. Conditions to the Combination

The Combination was subject to the Pre-Conditions set out in the Rule 2.7 Announcement, being thereceipt of competition authority clearances in Australia, Brazil, China and the EU, as well as foreigninvestment approval in Australia. As BG and Shell announced on 14 December 2015, the Pre-Conditionshave all been satisfied. Numerous other anti-trust and foreign investment approvals and other regulatoryconsents that are required to be obtained prior to Completion have been obtained. As at the LatestPracticable Date only two such consents remain outstanding, being regulatory consents in Tanzania andUruguay. It is expected that these consents will be obtained prior to the Shell General Meeting.

The Conditions to the Combination are set out in full in Part III (Conditions to and further terms of theImplementation of the Combination and the Scheme) of this document. In summary, the Combination isconditional upon, among other things: (i) the BG Shareholder Meetings being held no later than the22nd day after the expected date of the BG Shareholder Meetings set out in this document (or such laterdate as may be agreed between Shell and BG (and approved by the Court, if such approval is required)); (ii)approval by Shell Shareholders of the Shell Resolution at the Shell General Meeting; (iii) approval of theScheme and the Special Resolution by the requisite majorities of BG Shareholders at the BG ShareholderMeetings; (iv) the Scheme being sanctioned by the Court no later than the 22nd day after the expecteddate of the Court Hearing set out in this document (or such later date as may be agreed between Shell andBG (and approved by the Court, if such approval is required)); and (v) the Scheme becoming effective nolater than the Long Stop Date.

The Combination is also conditional upon: (i) the New Shell Shares being admitted to the Official List ofthe Uk Listing Authority and to trading on the London Stock Exchange’s main market for listed securities;and (ii) approval of the application for listing and trading of the New Shell Shares on Euronext Amsterdam.Euronext Amsterdam will only provide its final approval of the relevant application when the final numberof Shell A Shares and Shell B Shares to be admitted to listing and trading on Euronext Amsterdam hasbeen confirmed, with the listing becoming effective on the following business day. This final number willonly be known, and so final approval from Euronext Amsterdam will only be provided, on the EffectiveDate. As a result, and so as to enable the relevant Condition to be satisfied prior to the Effective Date, theCondition has been amended slightly since the Rule 2.7 Announcement, such that it will be satisfied uponreceipt of a conditional (rather than final) confirmation from Euronext Amsterdam that the application forlisting and trading of the New Shell Shares on Euronext has been approved and will become effectiveshortly after (rather than on) the Effective Date.

17. Shell Shareholder approval and Shell Prospectus

As a result of the size of the acquisition, the Combination constitutes a Class 1 transaction for Shell for thepurposes of the Listing Rules. Accordingly, Shell is required to seek the approval of Shell Shareholders forthe Combination at the Shell General Meeting.

Shell is sending to Shell Shareholders on or around the date of this document the Shell Circular summarisingthe background to and reasons for the Combination and including a notice convening the Shell GeneralMeeting. The Combination is conditional on, among other things, the Shell Resolution being passed by therequisite majority of Shell Shareholders at the Shell General Meeting, being more than 50 per cent. of thevotes cast on the Shell Resolution. The Shell General Meeting has been convened for 10.00 a.m. (CentralEuropean Time) on Wednesday, 27 January 2016 at the Circustheater, Circusstraat 4, 2586 CW The Hague,the Netherlands.

Shell is also publishing the Shell Prospectus (available on Shell’s website at www.shell.com) in connectionwith the issue of the New Shell Shares. Shell and the Shell Directors are responsible for the ShellProspectus, containing information relating to the Shell Group, the Combined Group and the New ShellShares. A copy of the Shell Prospectus is available for inspection on Shell’s website www.shell.com.

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18. Offer-related arrangements

Summaries of offer-related arrangements are set out in paragraph 9 of Part vI (Additional Information) ofthis document. These agreements have been made available on BG’s and Shell’s websites atwww.bg-group.com and www.shell.com, respectively.

19. Cancellation of listing of BG Shares

It is intended that dealings in BG Shares will be suspended on the Business Day after the Court Hearingand no transfers of BG Shares will be registered after 6.00 p.m. on 12 February 2016. It is intended thatdealings in BG ADRs will be suspended on the day of the Court Hearing and no transfers of BG ADRs willbe registered after 6.00 p.m. (New York time) on 11 February 2016. It is further intended that, prior to theScheme becoming effective, an application will be made by BG to the London Stock Exchange for thecancellation of the trading of BG Shares on its main market for listed securities and the Uk ListingAuthority will be requested to cancel the listing of BG Shares on the Official List to take effect on theEffective Date.

Entitlements to the BG Shares held within the CREST system will be cancelled on the Effective Date. Inaddition, share certificates in respect of BG Shares will cease to be valid on the Effective Date. BGShareholders are free to retain them for their records or, alternatively, can destroy them following theEffective Date.

20. Settlement

Subject to the Scheme becoming effective, settlement of the Consideration to which any registered holderof Scheme Shares is entitled will be effected as soon as practicable and in any event not later than 14 daysafter the Effective Date in the manner set out below.

BG ADR Holders should read paragraph 21 of this Part II for details of how the Consideration received bythe BG Depositary in respect of the Scheme Shares represented by their BG ADRs will be distributed tosuch BG ADR Holders.

20.1 Consideration where Scheme Shares are held in uncertificated form (that is, in CREST)

Where, immediately prior to the Scheme Record Time, a holder of Scheme Shares holds such shares inuncertificated form:

(a) settlement of cash consideration due pursuant to the Scheme (together with any amount due inrespect of fractional entitlements, as set out in paragraph 20.4 below) will be effected throughCREST by the creation of an assured payment obligation in favour of the appropriate CRESTaccount through which the relevant BG Shareholder holds such uncertificated shares in respect ofthe cash consideration due to such BG Shareholder; and

(b) settlement of entitlements to New Shell Shares will be effected through CREST by crediting thestock account in CREST in which each such uncertificated holder held the relevant Scheme Shareswith such holder’s entitlement to New Shell Shares to which the relevant BG Shareholder isentitled under the terms of the Scheme,

in each case as soon as practicable and, in any event, no later than 14 days after the Effective Date.

Notwithstanding the above, Shell reserves the right to settle all or part of such consideration in themanner set out in paragraph 20.2 below if, for reasons outside its reasonable control, it is not able to effectsettlement in accordance with this paragraph 20.1.

20.2 Consideration where Scheme Shares are held in certificated form

Where, immediately prior to the Scheme Record Time, a holder of Scheme Shares holds such shares incertificated form:

(a) settlement of the cash consideration due pursuant to the Scheme (together with any amount duein respect of fractional entitlements, as set out in paragraph 20.4 below) will be effected bycheque. All cheques will be in pounds sterling drawn on the branch of a Uk clearing bank.

31.8

24.3(d)(v)

Section 10 of

Appendix 7

31.8

LR 5.2.12

LR 13.3.1(ii)

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www.bg-group.com

www.shell.com

Payments made by cheque will be payable to the BG Shareholder(s) concerned. Payments will notbe sent via CHAPS or BACS;

(b) settlement of entitlements to New Shell Shares will be effected by:

(i) in the case of a holder of Scheme Shares who has not returned a valid Royal Dutch ShellNominee Opt-Out Form by the Election Return Time, the despatch of a statement ofentitlement in respect of the New Shell Shares that will be held on the relevant BGShareholder’s behalf by the Royal Dutch Shell Nominee in accordance with the terms andconditions of the Royal Dutch Shell Nominee Service; or

(ii) in the case of a holder of Scheme Shares who has returned a valid Royal Dutch ShellNominee Opt-Out Form by the Election Return Time, the despatch of share certificates byfirst class post representing the New Shell Shares to which the relevant BG Shareholder isentitled under the terms of the Scheme,

in each case as soon as practicable and, in any event, no later than 14 days after the Effective Date.

Cheques, statements of entitlements held through the Royal Dutch Shell Nominee Service and certificatesfor the New Shell Shares will be despatched by first class post to the address appearing on the BG shareregister at the Scheme Record Time (or, in the case of joint holders, to the address of that joint holderwhose name stands first in the said register in respect of such joint holding).

Pending the despatch of certificates for the New Shell Shares, temporary documents of title will not beissued and transfers of New Shell Shares in certificated form will not be permitted.

Entitlements to the BG Shares held within the CREST system will be cancelled on the Effective Date. Sharecertificates in respect of BG Shares will cease to be valid on the Effective Date. BG Shareholders are free toretain them for their records or, alternatively, can destroy them following the Effective Date.

20.3 Dividend mandates and communication preferences

Under the terms of the Scheme, all mandates in relation to the payment of dividends on BG Shares andinstructions in relation to communications given by BG Shareholders to BG and in force at the SchemeRecord Time will be deemed from the Effective Date to be valid and effective mandates or instructions toShell in relation to the New Shell Shares, except to the extent that a BG Shareholder already holds ShellShares at the Scheme Record Time (and Equiniti is able to match such holdings), in which case anymandates and instructions in relation to those existing Shell Shares will also apply to the New Shell Sharesreceived by that BG Shareholder under the terms of the Scheme.

If you do not wish any mandates in relation to the payment of dividends or instructions in relation tocommunications that you have given to BG to apply to your New Shell Shares, please contact theShareholder Helpline before the Scheme Record Time to amend or withdraw such mandates orinstructions.

20.4 General


All documents and remittances sent through the post will be sent at the risk of the person(s) entitledthereto.

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Save with the consent of the Panel, settlement of the consideration to which any BG Shareholder isentitled under the Scheme will be implemented in full in accordance with the terms set out in this Part IIwithout regard to any lien, right of set off, counterclaim or analogous right to which Shell may otherwisebe, or claim to be, entitled against any BG Shareholder.

21. BG ADR Holders

Each outstanding BG ADR represents one BG Share deposited with the BG Depositary pursuant to the BGDeposit Agreement. Pursuant to the BG Deposit Agreement, the BG Depositary will, upon timely receiptof a signed and completed ADR voting Instruction Card from a registered owner of BG ADRs (includingdirectly registered owners of BG ADRs and registered owners of BG ADRs holding physical depositaryreceipt forms), or a voting instruction from a DTC participant, as at the ADR voting Record Time, endeavour,in so far as practicable and permitted under the provisions of or governing the BG Shares, to vote or causeto be voted at the Court Meeting and the BG General Meeting the number of BG Shares represented bysuch BG ADRs in accordance with the instructions of such BG ADR Holder or DTC participant (as the casemay be).

Neither the Mix and Match Facility nor the Shell A Share Alternative will be made available to BG ADRHolders, and BG ADR Holders will have no entitlement to receive New Shell Shares pursuant to theScheme.

BG ADR Holders who wish to vote directly on the Scheme and the Combination, make an election underthe Mix and Match Facility or the Shell A Share Alternative or to receive New Shell Shares in the Scheme,must surrender their BG ADRs to the BG Depositary, pay the BG Depositary’s fees and charges inaccordance with the BG Deposit Agreement and become holders of BG Shares before the voting RecordTime or the Scheme Record Time (as applicable) and return a valid Form of Election prior to the ElectionReturn Time (if applicable). BG ADR Holders who wish to take such action must surrender their BG ADRsat least three Business Days before the voting Record Time or the Scheme Record Time (as applicable) topermit processing to be completed by the BG Depositary and its custodian. Those BG ADR Holders whohold their BG ADRs indirectly must rely on the procedures of the bank, broker, financial institution, shareplan administrator or other securities intermediary through which they hold their BG ADRs, and shouldcontact such intermediary to determine the date by which to instruct that intermediary to act so that thenecessary processing can be completed in time.

The BG Depositary will be entitled to receive the cash paid and the Shell B Shares issued pursuant to theScheme in respect of Scheme Shares represented by BG ADRs in its capacity as the registered holder of therelevant Scheme Shares. If the Scheme becomes effective, the BG Depositary will: (i) promptly sell the ShellB Shares that it receives pursuant to the Scheme in the market; (ii) exchange the cash it receives from thesale of such Shell B Shares as well as the cash it receives pursuant to the Scheme into US Dollars; and (iii)distribute such cash (less any applicable fees and expenses under the BG Deposit Agreement, includingthe costs of selling such new Shell B Shares in the market) to the relevant BG ADR Holders in accordancewith the BG Deposit Agreement. Under the terms of the BG Deposit Agreement, the BG Depositary willonly distribute cash to BG ADR Holders holding physical depositary receipt forms on surrender of suchforms.

Following the Effective Date, Shell intends to terminate BG’s ADR programme.

22. Taxation

BG Shareholders should read Part Iv (Taxation) of this document which contains a general description ofthe United kingdom and the United States tax consequences of the Combination. If they are in any doubtas to their tax position, they should contact their professional adviser immediately.

BG Shareholders who are or may be subject to tax outside the United kingdom or the United States shouldconsult an appropriate independent professional adviser as to the tax consequences of the Combination.

23. Overseas Shareholders

23.1 General

The availability of the Combination (including the right to make an election under the Mix and MatchFacility or the Shell A Share Alternative), and the release, publication or distribution of this document

24.12

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and/or any accompanying documents to persons who are not resident in the United kingdom, may beaffected by the laws of the relevant jurisdiction in which they are located. Such persons should informthemselves of and observe any applicable legal or regulatory requirements of their jurisdiction. Inparticular, the ability of persons who are not resident in the United kingdom to vote in respect of their BGShares at the Court Meeting or the BG General Meeting, or to execute and deliver forms of proxyappointing another to vote at the Court Meeting or the BG General Meeting on their behalf, may beaffected by the laws of the relevant jurisdictions in which they are located. BG Shareholders and BG ADRHolders who are in doubt about such matters should consult an appropriate independent professionaladviser in the relevant jurisdiction without delay.

This document and any accompanying documents have been prepared for the purpose of complying withEnglish law and the City Code and the information disclosed may not be the same as that which wouldhave been disclosed if this document and any accompanying documents had been prepared in accordancewith the laws of jurisdictions outside the United kingdom.

Unless otherwise determined by Shell or required by the City Code, and permitted by applicable law andregulation, the Combination will not be made available, directly or indirectly, in, into or from a RestrictedJurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour ofthe Combination by any such use, means, instrumentality or form within a Restricted Jurisdiction or anyother jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly,copies of this document and any accompanying documents are not being, and must not be, directly orindirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdictionwhere to do so would violate the laws in that jurisdiction and persons receiving such documents(including custodians, nominees and trustees) must not mail or otherwise forward, distribute or sendthem in or into or from any Restricted Jurisdiction where to do so would violate the laws in thatjurisdiction. Shell has been advised that making this document and the Forms of Proxy available to BGShareholders resident, located or with a registered address in Barbados, Hong kong, Italy and Oman willnot violate the laws of those jurisdictions.

The availability of New Shell Shares under the Combination to BG Shareholders who are not resident inthe United kingdom may be affected by the laws of the relevant jurisdictions in which they are resident.Shell may determine in its sole discretion that no New Shell Shares shall be allotted and issued to any suchScheme Shareholder. In such a case, Shell shall pay to such Scheme Shareholder an amount in cash equalto the cash value of their entitlement to New Shell Shares, calculated based on the opening price of a ShellB Share on the London Stock Exchange on the day of LSE Admission. In particular, New Shell Shares shallnot be allotted and issued to Scheme Shareholders resident, located or with a registered address inBarbados, the Dubai International Financial Centre, Hong kong, Malaysia, Oman, Saudi Arabia, Singaporeor Trinidad and Tobago. Persons who are not resident in the United kingdom should inform themselves of,and observe, any applicable legal or regulatory requirements.

Election Restricted Shareholders will not be sent a Form of Election and will not be entitled to participatein the Mix and Match Facility or the Shell A Share Alternative. BG Shareholders resident, located or withregistered addresses in Barbados, the Dubai International Financial Centre, Hong kong, Malaysia, Oman,Saudi Arabia, Singapore or Trinidad and Tobago will not be sent a Royal Dutch Shell Nominee Opt-OutForm.

23.2 Additional information for US investors

None of the securities issuable in connection with the Scheme have been approved or disapproved by theSEC, any state securities commission in the United States or any other US regulatory authority, nor havesuch authorities passed upon or determined the adequacy or accuracy of this document. Anyrepresentation to the contrary is a criminal offence in the United States.

The Combination is to be implemented by a scheme of arrangement provided for under English companylaw. As such, the New Shell Shares have not been and will not be registered under the US Securities Actand the New Shell Shares are to be issued in reliance upon the exemption from the registrationrequirements of the US Securities Act, provided by Section 3(a)(10) thereof and exemptions fromregistration and qualification under applicable state securities laws and are not subject to the proxysolicitation or tender offer rules under the US Exchange Act. BG Shareholders and BG ADR Holders(whether or not US persons (as defined in the US Securities Act)) who are or will be affiliates of Shell or BGprior to, or of Shell after, the Combination becomes effective will be subject to certain US transferrestrictions relating to the New Shell Shares received pursuant to the Combination.

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BG Shareholders in the United States should be aware that the exchange of their BG Shares for Shell BShares (or, subject to making a Shell A Share Alternative Election, Shell A Shares) as described herein mayhave tax consequences in the United States, the United kingdom and the Netherlands. Suchconsequences for BG Shareholders who are resident in, or citizens of, the United States are not describedfully herein. Accordingly, BG Shareholders who are resident in, or citizens of, the United States are advisedto consult their own tax advisers to determine the particular United States tax consequences to them ofthe Scheme in light of their particular situation, as well as any tax consequences that may arise under thelaws of any other relevant foreign, state, local, or other taxing jurisdiction.

The Combination relates to the shares of a Uk company and is subject to Uk procedural and disclosurerequirements that are different from those of the US. Any financial statements or other financialinformation included in this document may have been prepared in accordance with non-US accountingstandards that may not be comparable to the financial statements of US companies or companies whosefinancial statements are prepared in accordance with generally accepted accounting principles in the US.It may be difficult for holders of BG Shares, BG ADRs, Shell Shares or Shell ADSs located in the UnitedStates to enforce their rights and any claims they may have arising under the US federal securities laws inconnection with the Combination, since Shell and BG are located in a country other than the US, and someor all of their officers and directors may be residents of countries other than the United States. Holders ofBG Shares, BG ADRs, Shell Shares or Shell ADSs located in the United States may not be able to sue Shell,BG or their respective officers or directors in a non-US court for violations of US securities laws. Further, itmay be difficult to compel Shell, BG and their respective affiliates to subject themselves to the jurisdictionor judgment of a US court.

The Combination may, in the circumstances provided for in this document, be implemented by way of atakeover offer under English law. If so, any securities to be issued under the Combination may be issued inreliance upon the exemption from the registration requirements of the US Securities Act provided byRule 802 thereunder. Alternatively, any securities to be issued under the Combination may be registeredunder the US Securities Act. If the Combination is implemented by way of takeover offer, it will be done incompliance with the applicable rules under the US Exchange Act, including any applicable exemptionsprovided under Rules 14d-1(c) and 14d-1(d) thereunder.

24. Sanctions

Access to any consideration (whether in the form of cash or New Shell Shares) due to any SchemeShareholder who is subject to any Sanction, including as a result of being located in a country subject toa Sanction, may be restricted in accordance with the relevant Sanction to which such Scheme Shareholderis subject and such restrictions shall remain in place until such Scheme Shareholder ceases to be subjectto any Sanction.

25. Further information

The terms of the Scheme are set out in full in Part XI (The Scheme of Arrangement) of this document. Yourattention is also drawn to the further information contained in this document, all of which forms part ofthis Explanatory Statement, and, in particular, to the Conditions set out in Part A of Part III (Conditions toand further terms of the Implementation of the Combination and the Scheme), the information on the NewShell Shares set out in Part v (Description of Shell Shares) and the additional information set out in Part vI(Additional Information) of this document.

BG expects to announce an operational and trading update on 20 January 2016 and its 2015 fourth quarterand full year 2015 results on 5 February 2016. Shell expects to publish an update on its 2015 fourth quarterand full year 2015 unaudited results on 20 January 2016 and its full preliminary 2015 fourth quarter and fullyear 2015 results on 4 February 2016.

A copy of this document (and all information incorporated into this document by reference to anothersource), the Shareholder Guide, the Forms of Proxy, the Form of Election and the Royal Dutch ShellNominee Opt-Out Form are and will be available, subject to certain restrictions relating to RestrictedShareholders and Election Restricted Shareholders, for inspection on BG’s website at www.bg-group.comand Shell’s website at www.shell.com. Copies of the announcements referred to above will be madeavailable on the same basis following their publication. In addition, the Shell Prospectus (and anysupplementary Shell prospectus(es), when published) will also be available on Shell’s website.

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26. Action to be taken

26.1 Voting at the Court Meeting and the BG General Meeting

To become effective, the Scheme requires, among other things, the approval by a majority in number ofthe Scheme Shareholders who vote, representing at least 75 per cent. in value of the Scheme Shares voted,either in person or by proxy, at the Court Meeting.

The Scheme also requires the sanction of the Court and the passing of the Special Resolution whichrequires the approval of at least 75 per cent. of the votes cast at the BG General Meeting. Upon the Schemebecoming effective, it will be binding on all BG Shareholders, irrespective of whether or not they attendedor voted at the Court Meeting or the BG General Meeting and whether they voted for, or against, orabstained from voting on, the Special Resolution proposed at such BG Shareholder Meetings.

It is important that, for the Court Meeting in particular, as many votes as possible are cast, so that theCourt may be satisfied that there is a fair and reasonable representation of the opinion of BGShareholders. Whether or not you intend to attend the Court Meeting and/or the BG General Meeting,please sign and return your Forms of Proxy, or deliver your voting instructions by one of the othermethods mentioned below, as soon as possible.

(a) Instructions for BG Shareholders

Sending Forms of Proxy by post or by hand

BG Shareholders will be sent a BLUE Form of Proxy for use in connection with the Court Meeting and aWHITE Form of Proxy for use in connection with the BG General Meeting. Please complete and sign theForms of Proxy in accordance with the instructions printed on them and return them, either: (i) by post (noenvelope or stamp required if posting from the Uk); or (ii) during normal business hours only, by hand, toEquiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United kingdom, so as to bereceived as soon as possible and in any event not later than the relevant time set out below:

BLUE Forms of Proxy for the Court Meeting 11.00 a.m. (Uk time) on 26 January 2016

WHITE Forms of Proxy for the BG General Meeting 11.10 a.m. (Uk time) on 26 January 2016

or, if in either case the meeting is adjourned, not later than 48 hours (excluding non-working days) beforethe time fixed for the adjourned meeting.

If the BLUE Form of Proxy for the Court Meeting is not returned by such time, it may be handed to arepresentative of Equiniti or the Chairman of the Court Meeting before the start of that meeting and willstill be valid. However, in the case of the BG General Meeting, the WHITE Form of Proxy must be received byEquiniti by the time mentioned above, or it will be invalid.

BG Shareholders are entitled to appoint a proxy in respect of some or all of their BG Shares and may alsoappoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to adifferent share or shares held by such holder. BG Shareholders who wish to appoint more than one proxyin respect of their holding of BG Shares should contact Equiniti for further Forms of Proxy.

Completion and return of a Form of Proxy, or the appointment of a proxy electronically using CREST (or anyother procedure described below), will not prevent you from attending, speaking and voting in person ateither the Court Meeting or the BG General Meeting, or any adjournment thereof, if you wish and areentitled to do so.

Online appointment of proxies

As an alternative to completing and returning the printed Forms of Proxy, Forms of Proxy may besubmitted electronically by logging on to the following website: www.sharevote.co.uk and following theinstructions there. For an electronic proxy appointment to be valid, the appointment must be received byEquiniti no later than 11.00 a.m. (Uk time) on 26 January 2016 for the Court Meeting and 11.10 a.m. (Uktime) on 26 January 2016 for the BG General Meeting or, if in either case the meeting is adjourned, not laterthan 48 hours (excluding non-working days) before the time fixed for the adjourned meeting.

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In the case of the Court Meeting only, if you have not appointed a proxy electronically by such time youmay complete the BLUE Form of Proxy and hand it to a representative of Equiniti or the Chairman of theCourt Meeting before the start of that meeting.

Electronic appointment of proxies through CREST

If you hold BG Shares in uncertificated form through CREST and wish to appoint a proxy or proxies for theBG Shareholder Meetings (or any adjourned meeting) by using the CREST electronic proxy appointmentservice, you may do so by using the procedures described in the CREST Manual (available atwww.euroclear.com). CREST personal members or other CREST sponsored members, and those CRESTmembers who have appointed any voting service provider(s), should refer to their CREST sponsor or votingservice provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriateCREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with thespecifications of Euroclear and must contain the information required for such instructions as describedin the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or anamendment to the instructions given to a previously appointed proxy), must, in order to be valid, betransmitted so as to be received by Equiniti (ID RA19) not less than 48 hours (excluding non-working days)before the time fixed for the Court Meeting or BG General Meeting (or adjourned meeting), as applicable.For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp appliedto the message by the CREST Application Host) from which Equiniti is able to retrieve the message byenquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxiesappointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers, should note thatEuroclear does not make available special procedures in CREST for any particular messages. Normalsystem timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. Itis the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personalmember or sponsored member or has appointed any voting service provider(s), to procure that his/herCREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that amessage is transmitted by means of the CREST system by any particular time. CREST members and, whereapplicable, their CREST sponsors or voting service providers are referred, in particular, to those sections ofthe CREST Manual concerning practical limitations of the CREST system and timings.

BG may treat a CREST Proxy Instruction as invalid in the circumstances set out in the CREST Regulations.

Further information about proxies and voting

Further information in relation to the appointment of proxies for and voting at the BG ShareholderMeetings is set out in the notice of the Court Meeting set out in Part XIII (Notice of Court Meeting) of thisdocument, in the notes to the notice of the BG General Meeting set out in Part XIv (Notice of BG GeneralMeeting) of this document and in the instructions printed on the Forms of Proxy.

If you hold BG Shares indirectly, you must rely on the procedures of the bank, broker, financial institution,share plan administrator or share plan nominee or other securities intermediary through which you holdBG Shares. You should contact such intermediary for further instructions on how you can instruct thatintermediary to vote on your behalf at the BG Shareholder Meetings and the date by which you mustprovide such instructions to the intermediary.

(b) Instructions for BG ADR Holders

BG ADR Holders will be provided with an ADR voting Instruction Card for use in connection with the CourtMeeting and the BG General Meeting. Please complete and sign the ADR voting Instruction Card inaccordance with the instructions printed on it and return it, by post to the BG Depositary so as to bereceived as soon as possible and in any event not later than 12 noon (New York time) on 26 January 2016.If you hold your BG ADRs indirectly, you must rely on the procedures of the bank, broker, financialinstitution or share plan administrator through which you hold your BG ADRs if you wish to provide votinginstructions.

Further information for BG ADR Holders is set out in paragraph 21 of this Part II.

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(c) Instructions for BG Share Plan participants

Participants in the BG Share Plans should refer to paragraph 13 of this Part II for information relating tothe effect of the Combination on their rights under the BG Share Plans.

Separate communications will be sent to participants in the BG Share Plans explaining how theiroutstanding share options and/or awards will be affected by the Combination and any decisions they areable to make.

26.2 Form of Election

(a) BG Shareholders

Under the terms of the Scheme and the Combination, it is intended that all Scheme Shareholders (otherthan Restricted Shareholders) will receive 383 pence in cash and 0.4454 Shell B Shares in respect of eachScheme Share they hold, unless:

l they actively elect to receive all or part of the share component in Shell A Shares (as opposed toShell B Shares) at the same exchange ratio under the Shell A Share Alternative; and/or

l they actively elect to vary the proportions in which they receive New Shell Shares and cash, subjectto the elections by other Scheme Shareholders under the Mix and Match Facility,

in each case, by completing and returning the Form of Election (in respect of BG Shares held in certificatedform) or making a TTE Electronic Election (in respect of BG Shares held within CREST). Instructions forcompleting the Form of Election can be found in Part IX (Notes for making elections under the Mix andMatch Facility and the Shell A Share Alternative) of this document, in the Shareholder Guide and on theForm of Election itself.

Further information in relation to the Shell A Share Alternative and the Mix and Match Facility, includinga description of the mechanism for setting the price at which you can exchange your New Shell Shares forcash (and vice versa) under the Mix and Match Facility, can be found in paragraphs 10 and 11 of Part II(Explanatory Statement) of this document and in the Shareholder Guide.

If you wish to receive the default Consideration of 383 pence in cash and 0.4454 Shell B Shares in respectof your entire holding of Scheme Shares, you should NOT return the Form of Election or make a TTEElectronic Election.

If you hold Scheme Shares in certificated form (that is, not in CREST) and you wish to make a Shell A ShareAlternative Election and/or a Mix and Match Election, please complete and return the Form of Electioneither: (i) by post; or (ii) during normal business hours only, by hand, to Equiniti, Aspect House, SpencerRoad, Lancing, West Sussex BN99 6DA so as to reach Equiniti, by the Election Return Time. Instructions onhow to complete the Form of Election are printed thereon. An envelope is provided for your convenienceand no stamp is required for BG Shareholders returning the Form of Election from the Uk.

If you hold Scheme Shares in uncertificated form (that is, in CREST) and you wish to make a Shell A ShareAlternative Election and/or a Mix and Match Election, you may submit your election electronically bytaking (or procuring to be taken) the actions set out in Part IX (Notes for Making Elections under the Mixand Match Facility and the Shell A Share Alternative) of this document to transfer the Scheme Shares inrespect of which you wish to make a Shell A Share Alternative Election and/or a Mix and Match Electionto an escrow balance, using a TTE Electronic Election specifying Equiniti (in its capacity as a CRESTparticipant under the ID 5RA95) as the escrow agent. If you wish to make a Shell A Share AlternativeElection and/or a Mix and Match Election by completing a Form of Election you must rematerialise yourScheme Shares by completing a CREST stock withdrawal form and, on receipt of the relevant certificate,you may request a Form of Election by contacting the Shareholder Helpline, quoting the shareholderreference number stated on the certificate.

If you hold Scheme Shares in both certificated and uncertificated form and you wish to make a Shell AShare Alternative Election and/or a Mix and Match Election in respect of both such holdings, you mustmake separate elections in respect of each holding.

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The Election Return Time (being the last time for lodging your Form of Election or making your TTEElectronic Election) is 4.30 p.m. on 12 February 2016, as set out in the expected timetable of principalevents on pages 17 and 18 of this document.

Any changes to the Election Return Time will be announced by BG via a Regulatory Information Service indue course, with such announcement being made available on BG’s and Shell’s websites atwww.bg-group.com and www.shell.com, respectively.

If you hold Scheme Shares indirectly, you must rely on the procedures of the bank, broker, financialinstitution, share plan administrator or share plan nominee or other securities intermediary throughwhich you hold Scheme Shares. You should contact such intermediary for further instructions on how youcan instruct that intermediary to make an election under the Mix and Match Facility and/or the ShellA Share Alternative on your behalf and the date by which you must provide such instructions to theintermediary.

(b) BG ADR Holders and Overseas Shareholders

The Shell A Share Alternative and Mix and Match Facility have not been extended to BG ADR Holders or toElection Restricted Shareholders, and no Form of Election will be sent to them. Further information for BGADR Holders can be found in paragraph 21 of this Part II.

The availability of the Shell A Share Alternative and the Mix and Match Facility to other OverseasShareholders may be limited. Further details are set out in paragraph 23 of this Part II.

(c) Participants in BG Share Plans

You will receive separate instructions about any decisions you can make in respect of share options and/orawards you hold under the BG Share Plans or Scheme Shares held on your behalf in a vested share accountadministered by Computershare Investor Services plc.

(d) Options available under the Mix and Match Facility and the Shell A Share Alternative

As a result of the Mix and Match Facility and the Shell A Share Alternative, there are a total of six differentoptions available to Scheme Shareholders in respect of how they can elect to receive their Consideration.The six options for each Scheme Share are summarised below:

l Default Consideration: Under this option, Scheme Shareholders will receive 383 pence and 0.4454Shell B Shares for each Scheme Share held at the Scheme Record Time. If a Scheme Shareholderdoes not make any election, they will automatically receive the default Consideration. SchemeShareholders who wish to receive the default Consideration in respect of their entire holding ofScheme Shares should NOT return the Form of Election or make a TTE Electronic Election.

l All Cash (Shell B Shares): Under this option, Scheme Shareholders can elect to exchange the shareconsideration of 0.4454 New Shell Shares for each Scheme Share held for cash. In the event thatany such election cannot be fully satisfied and is scaled down, Scheme Shareholders will receive383 pence in cash and 0.4454 Shell B Shares in respect of each Scheme Share for which thiselection is not satisfied.

l All Shares (Shell B Shares): Under this option, Scheme Shareholders can elect to exchange the cashconsideration of 383 pence for each Scheme Share held for Shell B Shares. In the event that anysuch election cannot be fully satisfied and is scaled down, Scheme Shareholders will receive 383pence in cash and 0.4454 Shell B Shares in respect of each Scheme Share for which this election isnot satisfied.

l Shell A Share Alternative only: Under this option, Scheme Shareholders can elect to receive 0.4454Shell A Shares (instead of 0.4454 Shell B Shares) and 383 pence in cash for each Scheme Share held.

l All Cash (Shell A Shares): Under this option, Scheme Shareholders can elect to exchange the shareconsideration of 0.4454 New Shell Shares for each Scheme Share held for cash. In the event thatany such election cannot be fully satisfied and is scaled down, Scheme Shareholders will receive383 pence in cash and 0.4454 Shell A Shares in respect of each Scheme Share for which thiselection is not satisfied.

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l All Shares (Shell A Shares): Under this option, Scheme Shareholders can elect to exchange the cashconsideration of 383 pence for each Scheme Share held for Shell A Shares. In the event that anysuch election cannot be fully satisfied and is scaled down, Scheme Shareholders will receive383 pence in cash and 0.4454 Shell A Shares in respect of each Scheme Share for which thiselection is not satisfied.


The following table sets out the boxes on the Form of Election that you should complete if you wish toelect for one option in respect of ALL of your Scheme Shares. You should complete only the boxes indicatedbelow – you should leave all other boxes on the Form of Election blank.


If you wish to split your holding of Scheme Shares across the options set out above (a “Split Election”), youshould complete Parts 5 and 6 of the Form of Election. Parts 3 and 4 of the Form of Election should remainblank.

Please read the instructions in Part 5 of the Form of Election carefully before completing the boxes. If youcomplete Part 5 of the Form of Election, please ensure that the total of the numbers in Boxes 5.1 to 5.6 doesnot exceed your total holding of Scheme Shares as shown in Part 2 of the Form of Election (or, if you havebought or sold Scheme Shares since 14 December 2015, your total holding of Scheme Shares when youcomplete the Form of Election).

To the extent that elections under the Mix and Match Facility cannot be satisfied in full, they will be scaleddown on a pro rata basis. Please read Part vIX (Notes for making elections under the Mix and Match Facilityand the Shell A Share Alternative) of this document and Part 5 of the Form of Election to ensure that youunderstand what will happen if any of your elections cannot be satisfied in full.

(iii) Effect of buying or selling Scheme Shares

If you buy or sell Scheme Shares after you complete the Form of Election but before the Scheme RecordTime, you should read Part IX (Notes for making elections under the Mix and Match Facility and the Shell AShare Alternative) of this document for details of how your elections will be affected or contact theShareholder Helpline for guidance on how to make a new or additional election

26.3 Royal Dutch Shell Nominee Service Opt-Out

As at the date of this document, Shell sponsors the Royal Dutch Shell Nominee Service, which is operatedby Equiniti Financial Services Limited, through which Shell Shareholders with a registered address in aRoyal Dutch Shell Nominee Service Jurisdiction may hold their Shell Shares in electronic form free ofcharge.

Under the terms of the Scheme, BG Shareholders with a registered address in a Royal Dutch Shell NomineeService Jurisdiction who hold their BG Shares in certificated form immediately prior to the Scheme RecordTime shall, by default, receive any entitlement to New Shell Shares in electronic form through the RoyalDutch Shell Nominee Service. The New Shell Shares will be issued to the Royal Dutch Shell Nominee on theEffective Date, who will then hold the New Shell Shares on behalf of such BG Shareholders through CRESTin accordance with the terms and conditions of the Royal Dutch Shell Nominee Service, which are set outin Appendix 1 of this document.


Default Consideration You should NOT complete the Form of Election

All Cash (Shell B Shares) Box 3.1 and Part 6

All Shares (Shell B Shares) Box 3.2 and Part 6

Shell A Share Alternative only Box 4 and Part 6

All Cash (Shell A Shares) Box 3.1, Box 4 and Part 6

All Shares (Shell A Shares) Box 3.2, Box 4 and Part 6

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Certificated BG Shareholders who do not wish to hold their New Shell Shares through the Royal DutchShell Nominee Service will need to complete the Royal Dutch Shell Nominee Opt-Out Form and return iteither: (i) by post; or (ii) during normal business hours only, by hand, to Equiniti, Corporate Actions, AspectHouse, Spencer Road, Lancing, West Sussex BN99 6DA, so as to be received as soon as possible and in anyevent not later than 4.30 p.m. (Uk time) on 12 February 2016 (being the Election Return Time). An envelopeis provided for your convenience and no stamp is required for BG Shareholders returning the Royal DutchShell Nominee Opt-Out Form from the Uk.

If a certificated BG Shareholder with a registered address in a Royal Dutch Shell Nominee ServiceJurisdiction does not return a Royal Dutch Shell Nominee Opt-Out Form by the Election Return Time, suchBG Shareholder will receive any entitlement to New Shell Shares in electronic form through the RoyalDutch Shell Nominee Service.

Certificated BG Shareholders who: (i) have validly opted-out of the Royal Dutch Shell Nominee Service byreturning a Royal Dutch Shell Nominee Opt-Out Form; or (ii) do not have a registered address in a RoyalDutch Shell Nominee Service Jurisdiction will receive any entitlement to New Shell Shares in certificatedform.

BG Shareholders who have been automatically defaulted into the Royal Dutch Shell Nominee Service andwho wish to exit the Royal Dutch Shell Nominee Service after the Effective Date may do so by contactingthe Royal Dutch Shell Nominee at Equiniti Corporate Nominees Limited, Aspect House, Spencer Road,Lancing, West Sussex BN99 6DA. BG Shareholders will be entitled to exit the Royal Dutch Shell NomineeService free of charge for a period of 18 months from the Effective Date. Thereafter, BG Shareholders mayexit the Royal Dutch Shell Nominee Service by paying the cancellation charge (currently £10). The otherfees and charges associated with holding Shell Shares through the Royal Dutch Shell Nominee Service areset out in paragraph 12 of this Part II.

Further information in relation to the Royal Dutch Shell Nominee Service, including details of the RoyalDutch Shell Nominee Service terms and conditions, the advantages and disadvantages of holding ShellShares through the Royal Dutch Shell Nominee Service and the charges associated with using and exitingthe Royal Dutch Shell Nominee Service, are set out in paragraph 12 of this Part II of this document, and inSection 5 of the Shareholder Guide. A copy of the terms and conditions of the Royal Dutch Shell NomineeService can be found in Appendix 1 of this document.

Certificated BG Shareholders with a registered address in a Royal Dutch Shell Nominee Service Jurisdictionwho are in any doubt as to what action they should take with regard to the Royal Dutch Shell NomineeService are recommended to seek their own personal financial advice immediately from their stockbroker,bank manager, solicitor, accountant or other independent financial adviser authorised under the FinancialServices and Markets Act 2000 if they are resident in the United kingdom, or, if not, from anotherappropriately authorised independent financial adviser.


If you have any questions in relation to this document, the BG Shareholder Meetings, or the completionand return of the Forms of Proxy, the Form of Election or the Royal Dutch Shell Nominee Opt-Out Form,please telephone the Shareholder Helpline on 0800 917 8611 from within the Uk or +44 121 415 0920 ifcalling from outside the Uk between 9.00 a.m. and 5.30 p.m. (Uk time) Monday to Friday (except Englishand Welsh public holidays). Calls to the Shareholder Helpline from outside the Uk will be charged atapplicable international rates. Different charges may apply to calls from mobile telephones and calls maybe recorded and randomly monitored for security and training purposes. The Shareholder Helpline cannotprovide advice on the merits of the Combination or the Scheme or give any financial, legal or tax advice.

Yours faithfully Yours faithfully Yours faithfully

karen R. Cook Mark WarhamManaging Director Robey Warshaw LLP Executive vice Chairman

for and on behalf of for and on behalf of Goldman Sachs International N M Rothschild & Sons Limited

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Part III CONDITIONS TO AND FURTHER TERMS OF THE

IMPLEMENTATION OF THE COMBINATION AND THE SCHEME

Part A: Conditions to the Combination

The Combination will be conditional upon the Scheme becoming unconditional and becoming effective byno later than the Long Stop Date, or such later date (if any) as BG and Shell may agree and the Court mayallow.

Scheme approval

1. The Scheme will be conditional upon:

(a) its approval by a majority in number representing not less than 75 per cent. in value of theScheme Shareholders (or the relevant class or classes thereof, if applicable) present andvoting, either in person or by proxy, at the Court Meeting and at any separate classmeeting which may be required by the Court or at any adjournment of any such meetingon or before the 22nd day after the expected date of the Court Meeting set out in thisdocument (or such later date, if any, as Shell and BG may agree and the Court may allow);

(b) all resolutions necessary to approve and implement the Scheme being duly passed by therequisite majority or majorities at the BG General Meeting or at any adjournment of thatmeeting on or before the 22nd day after the expected date of the BG General Meeting setout in this document (or such later date, if any, as Shell and BG may agree and the Courtmay allow); and

(c) the sanction of the Scheme by the Court with or without modification (but subject to anysuch modification being acceptable to Shell and BG) on or before the 22nd day after theexpected date of the Court Hearing set out in this document (or such later date, if any, asShell and BG may agree and the Court may allow) and the delivery of a copy of the CourtOrder to the Registrar of Companies in England and Wales.

In addition, Shell and BG have agreed that the Combination will be conditional upon the followingConditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unlessthe following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

General Third Party clearances

2. the waiver (or non-exercise within any applicable time limits) by any relevant government orgovernmental, quasi-governmental, supranational, statutory, regulatory, environmental orinvestigative body, court, trade agency, association, institution, any entity owned or controlled byany relevant government or state, or any other body or person whatsoever in any jurisdiction (eacha “Third Party”) of any termination right, right of pre-emption, first refusal or similar right (whichis material in the context of the Wider BG Group taken as a whole) arising as a result of or inconnection with the Combination including, without limitation, its implementation and financingor the proposed direct or indirect acquisition of any shares or other securities in, or control of, BGby Shell or any member of the Shell Group;

3. other than in respect of the Conditions set out in paragraph 1 above, all necessary filings orapplications having been made in connection with the Combination and all statutory orregulatory obligations in any jurisdiction having been complied with in connection with theCombination or the acquisition by any member of the Wider Shell Group of any shares or othersecurities in, or control of, BG and all authorisations, orders, recognitions, grants, consents,licences, confirmations, clearances, permissions and approvals reasonably deemed necessary orappropriate by Shell or any member of the Wider Shell Group for or in respect of the Combinationincluding without limitation, its implementation and financing or the proposed direct or indirectacquisition of any shares or other securities in, or control of, BG or any member of the Wider BGGroup by any member of the Wider Shell Group having been obtained in terms and in a formreasonably satisfactory to Shell from all appropriate Third Parties or persons with whom any

LR13.3.1(3)

24.3(d)(vi)

24.3(d)(ix)

13.1

12.1(b)&(c)

Section 3(b) of

Appendix 7

24.3(d)(xiii)

12.1(a)

12.1(b)(ii)

71

member of the Wider BG Group has entered into contractual arrangements and all suchauthorisations, orders, recognitions, grants, consents, licences, confirmations, clearances,permissions and approvals together with all material authorisations, orders, recognitions, grants,licences, confirmations, clearances, permissions and approvals necessary or appropriate to carryon the business of any member of the Wider BG Group which is material in the context of the ShellGroup or the BG Group as a whole or of the financing of the Combination remaining in full forceand effect and all filings necessary for such purpose having been made and there being no noticeor intimation of any intention to revoke or not to renew any of the same at the time at which theCombination becomes otherwise unconditional and all necessary statutory or regulatoryobligations in any jurisdiction having been complied with;

4. other than in respect of the Conditions set out in paragraph 1 above, no Third Party having decidedto take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry orreference, or enacted, made or proposed any statute, regulation, decision or order, or having takenany other steps which would or might reasonably be expected to:

(a) require, prevent or delay the divestiture, or materially alter the terms envisaged for anyproposed divestiture by any member of the Wider Shell Group or any member of the WiderBG Group of all or any portion of their respective businesses, assets or property or imposeany limitation on the ability of any of them to conduct their respective businesses (or anyof them) or to own any of their respective assets or properties or any part thereof which,in any such case, is material in the context of the Wider Shell Group or the Wider BG Groupin either case taken as a whole;

(b) require, prevent or delay the divestiture by any member of the Wider Shell Group of anyshares or other securities in BG;

(c) impose any material limitation on, or result in a delay in, the ability of any member of theWider Shell Group directly or indirectly to acquire or to hold or to exercise effectively anyrights of ownership in respect of shares or loans or securities convertible into shares or anyother securities (or the equivalent) in any member of the Wider BG Group or the WiderShell Group or to exercise management control over any such member;

(d) otherwise adversely affect the business, assets, profits or prospects of any member of theWider Shell Group or of any member of the Wider BG Group to an extent which is materialin the context of the Shell Group or the BG Group in either case taken as a whole;

(e) make the Combination or its implementation or the acquisition or proposed acquisition byShell or any member of the Wider Shell Group of any shares or other securities in, orcontrol of BG void, illegal, and/or unenforceable under the laws of any jurisdiction, orotherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise materiallyinterfere with the same, or impose additional conditions or obligations with respectthereto, or otherwise challenge or interfere therewith;

(f) require any member of the Wider Shell Group or the Wider BG Group to offer to acquireany shares or other securities (or the equivalent) or interest in any member of the WiderBG Group or the Wider Shell Group owned by any third party;

(g) impose any limitation on the ability of any member of the Wider BG Group to co-ordinateits business, or any part of it, with the businesses of any other members which is adverseto and material in the context of the Wider BG Group taken as a whole or in the contextof the Combination; or

(h) result in any member of the Wider BG Group ceasing to be able to carry on business underany name under which it presently does so,

and all applicable waiting and other time periods during which any such Third Party couldinstitute, implement or threaten any action, proceeding, suit, investigation, enquiry or referenceor any other step under the laws of any jurisdiction in respect of the Combination or theacquisition or proposed acquisition of any BG Shares having expired, lapsed or been terminated;

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Shell Shareholder approval

5. the passing at the Shell General Meeting (or any adjournment thereof) of such resolution orresolutions as are necessary to approve, implement and effect the Combination including toauthorise the creation and allotment of New Shell Shares pursuant to the Combination (as suchresolutions are set out in the Shell Circular);

Listing of New Shell Shares

6. (i) the UK Listing Authority having acknowledged to Shell or its agent (and such acknowledgementnot having been withdrawn) that the application for the admission of the New Shell Shares to theOfficial List with a premium listing has been approved and (after satisfaction of any conditions towhich such approval is expressed to be subject (“listing conditions”)) will become effective as soonas a dealing notice has been issued by the FCA and any listing conditions having been satisfied,and (ii) the London Stock Exchange having acknowledged to Shell or its agent (and suchacknowledgement not having been withdrawn) that the New Shell Shares will be admitted totrading on the main market for listed securities;

7. Shell or its agent having received confirmation (and such confirmation not having beenwithdrawn) that the application for listing and trading of the New Shell Shares on EuronextAmsterdam has been approved and (after satisfaction of any conditions to which such approval isexpressed to be subject) will become effective shortly after the Effective Date;

8. absent an available exemption from the registration requirements of the US Securities Act, anappropriate registration statement for the New Shell Shares to be issued pursuant to theCombination having been declared effective under the US Securities Act, and no stop ordersuspending the effectiveness of the registration statement having been issued nor proceedings forthat purpose having been initiated or threatened by the SEC;

Certain matters arising as a result of any arrangement, agreement etc.

9. save as Disclosed, there being no provision of any agreement, arrangement, licence, permit orother instrument to which any member of the Wider BG Group is a party or by or to which anysuch member or any of its assets may be bound, entitled or subject, which in consequence of theCombination or the proposed acquisition of any shares or other securities in BG or because of achange in the control or management of BG or otherwise, could or might reasonably be expectedto result in to an extent which is material in the context of the Wider BG Group, or the Wider ShellGroup, in either case taken as a whole, or in the context of the Combination:

(a) any moneys borrowed by or any other indebtedness (actual or contingent) of, or grantavailable to any such member, being or becoming repayable or capable of being declaredrepayable immediately or earlier than their or its stated maturity date or repayment dateor the ability of any such member to borrow moneys or incur any indebtedness beingwithdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(b) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities,obligations or interests of any such member thereunder being terminated or modified oraffected or any obligation or liability arising or any action being taken or arisingthereunder;

(c) any assets or interests of any such member being or falling to be disposed of or chargedor any right arising under which any such asset or interest could be required to bedisposed of or charged;

(d) the creation or enforcement of any mortgage, charge or other security interest over thewhole or any part of the business, property or assets of any such member;

(e) the rights, liabilities, obligations or interests of any such member in, or the business of anysuch member with, any person, firm or body (or any arrangement or arrangementsrelating to any such interest or business) being terminated, adversely modified or affected;

Section 15 of

Appendix 7

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(f) the value of any such member or its financial or trading position or prospects beingprejudiced or adversely affected;

(g) any such member ceasing to be able to carry on business under any name under which itpresently does so; or

(h) he creation of any liability, actual or contingent, by any such member,

and no event having occurred which, under any provision of any agreement, arrangement, licence,permit or other instrument to which any member of the Wider BG Group is a party or by or towhich any such member or any of its assets may be bound, entitled or subject, would or mightreasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (a) to (h) of this condition;

10. save as Disclosed, no member of the Wider BG Group having, since 31 December 2014:

(a) save as between BG and wholly-owned subsidiaries of BG or for BG Shares issued under orpursuant to the exercise of options and vesting of awards granted under the BG SharePlans, issued, authorised or proposed the issue of additional shares of any class;

(b) save as between BG and wholly-owned subsidiaries of BG or for the grant of options andawards and other rights under the BG Share Plans, issued or agreed to issue, authorised orproposed the issue of securities convertible into shares of any class or rights, warrants oroptions to subscribe for, or acquire, any such shares or convertible securities;

(c) other than to another member of the BG Group, recommended, declared, paid or madeany dividend or other distribution whether payable in cash or otherwise except for: (i) thefinal dividend of 14.37 cents (9.52 pence) per BG Share announced on 3 February 2015; (ii) aninterim dividend in respect of the six month period up to 30 June 2015 of not more than14.38 cents per BG Share; and (iii) if completion of the Combination occurs after the recorddate for Shell’s 2015 fourth quarter interim dividend, a further BG dividend in respect of2015 of not more than 14.37 cents per BG Share;

(d) save for intra-BG Group transactions, merged or demerged with any body corporate oracquired or disposed of or transferred, mortgaged or charged or created any securityinterest over any assets or any right, title or interest in any asset (including shares andtrade investments) or authorised or proposed or announced any intention to propose anymerger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest,in each case, other than in the ordinary course of business and, in each case, to the extentwhich is material in the context of the Wider BG Group taken as a whole;

(e) save for intra-BG Group transactions, made or authorised or proposed or announced anintention to propose any change in its loan capital in each case, to the extent which ismaterial in the context of the Wider BG Group taken as a whole;

(f) issued, authorised or proposed the issue of any debentures or (save for intra-BG Grouptransactions), save in the ordinary course of business, incurred or increased anyindebtedness or become subject to any contingent liability;

(g) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repayany of its own shares or other securities or reduced or, save in respect to the mattersmentioned in sub-paragraph (a) above, made any other change to any part of its sharecapital in each case, to the extent which is material in the context of the Wider BG Grouptaken as a whole;

(h) implemented, or authorised, proposed or announced its intention to implement, anyreconstruction, amalgamation, scheme, commitment or other transaction or arrangementotherwise than in the ordinary course of business or entered into or changed the terms ofany contract with any director or senior executive;

(i) entered into or varied or authorised, proposed or announced its intention to enter into orvary any contract, transaction or commitment (whether in respect of capital expenditure

74

or otherwise) which is of a long term, onerous or unusual nature or magnitude or whichis or could be materially restrictive on the businesses of any member of the Wider BGGroup or the Wider Shell Group or which involves or is reasonably likely to involve anobligation of such a nature or magnitude or which is other than in the ordinary course ofbusiness, in each case, to the extent which is material in the context of the Wider BGGroup taken as a whole;

( j) (other than in respect of a member which is dormant and was solvent at the relevanttime) taken any corporate action or had any legal proceedings started or threatenedagainst it for its winding-up, dissolution or reorganisation or for the appointment of areceiver, administrative receiver, administrator, trustee or similar officer of all or any partof its assets or revenues or any analogous proceedings in any jurisdiction or had any suchperson appointed, in each case, to the extent which is material in the context of the WiderBG Group taken as a whole;

(k) entered into any contract, transaction or arrangement which would be restrictive on thebusiness of any member of the Wider BG Group or the Wider Shell Group other than to anature and extent which is normal in the context of the business concerned;

(l) waived or compromised any claim otherwise than in the ordinary course of businesswhich is material in the context of the BG Group taken as a whole;

(m) entered into any contract, commitment, arrangement or agreement otherwise than in theordinary course of business or passed any resolution or made any Combination (whichremains open for acceptance) with respect to or announced any intention to, or to proposeto, effect any of the transactions, matters or events referred to in this condition;

(n) having made or agreed or consented to any change to:

(i) the terms of the trust deeds constituting the pension scheme(s) established byany member of the Wider BG Group for its directors, employees or theirdependents;

(ii) the contributions payable to any such scheme(s) or to the benefits which accrueor to the pensions which are payable thereunder;

(iii) the basis on which qualification for, or accrual or entitlement to, such benefits orpensions are calculated or determined; or

(iv) the basis upon which the liabilities (including pensions) of such pension schemesare funded, valued or made,

in each case, to the extent which is material in the context of the Wider BG Group takenas a whole;

(o) proposed, agreed to provide or modified the terms of any of the BG Share Plans or otherbenefit constituting a material change relating to the employment or termination ofemployment of a material category of persons employed by the Wider BG Group or whichconstitutes a material change to the terms or conditions of employment of any senioremployee of the Wider BG Group, save as agreed by the Panel or by Shell; or

(p) taken (or agreed or proposed to take) any action which requires, or would require, theconsent of the Panel or the approval of BG Shareholders in general meeting in accordancewith, or as contemplated by, Rule 21.1 of the City Code,

and, for the purposes of sub-paragraphs (c), (d), (e) and (f) of this condition, the term “BG Group”shall mean BG and its wholly-owned subsidiaries;

75

No adverse change, litigation or regulatory enquiry

11. save as Disclosed, since 31 December 2014:

(a) no adverse change or deterioration having occurred in the business, assets, financial ortrading position or profits or prospects of any member of the Wider BG Group which ismaterial in the context of the Wider BG Group taken as a whole;

(b) no litigation, arbitration proceedings, prosecution or other legal proceedings to which anymember of the Wider BG Group is or may become a party (whether as a plaintiff,defendant or otherwise) and no investigation by any Third Party against or in respect ofany member of the Wider BG Group having been instituted, announced or threatened byor against or remaining outstanding in respect of any member of the Wider BG Groupwhich in any such case has had or might reasonably be expected to have an adverse effecton the Wider BG Group taken as a whole;

(c) no contingent or other liability having arisen or become apparent to Shell which would belikely to adversely affect the Wider BG Group taken as a whole; and

(d) no steps having been taken which are likely to result in the withdrawal, cancellation,termination or modification of any licence held by any member of the Wider BG Groupwhich is necessary for the proper carrying on of its business and the withdrawal,cancellation, termination or modification of which has had, or would reasonably beexpected to have, a material adverse effect on the Wider BG Group taken as a whole;

No discovery of certain matters

12. save as Disclosed, Shell not having discovered:

(a) that any financial, business or other information concerning the Wider BG Group ascontained in the information publicly disclosed at any time by or on behalf of any memberof the Wider BG Group is materially misleading, contains a material misrepresentation offact or omits to state a fact necessary to make that information not misleading, in eachcase, to the extent which is material in the context of the Wider BG Group taken as awhole;

(b) that any member of the Wider BG Group, partnership, company or other entity in whichany member of the Wider BG Group has a significant economic interest and which is nota subsidiary undertaking of BG is subject to any liability (contingent or otherwise) whichis not disclosed in the Annual Report and Accounts of BG for the financial year ended 31December 2014, in each case, to the extent which is material in the context of the WiderBG Group taken as a whole; or

(c) any information which affects the import of any information disclosed at any time by oron behalf of any member of the Wider BG Group and which is material in the context ofthe Wider BG Group taken as a whole;

13. save as Disclosed, Shell not having discovered that:

(a) any past or present member of the Wider BG Group has failed to comply with any and/orall applicable legislation or regulation, of any jurisdiction with regard to the storage,carriage, disposal, spillage, release, discharge, leak or emission of any waste or hazardoussubstance or any substance likely to impair the environment or harm human health oranimal health or otherwise relating to environmental matters or the health and safety ofhumans, or that there has otherwise been any such storage, carriage, disposal, spillage,release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the samemay have taken place) any of which storage, carriage, disposal, spillage, release, discharge,leak or emission would be likely to give rise to any liability (actual or contingent) on thepart of any member of the Wider BG Group and which is material in the context of theWider BG Group taken as a whole;

76

(b) there is, or is likely to be, for that or any other reason whatsoever, any liability (actual orcontingent) of any past or present member of the Wider BG Group to make good, repair,reinstate or clean up any property or any controlled waters now or previously owned,occupied, operated or made use of or controlled by any such past or present member ofthe Wider BG Group, under any environmental legislation, regulation, notice, circular ororder of any government, governmental, quasi-governmental, state or local government,supranational, statutory or other regulatory body, agency, court, association or any otherperson or body in any jurisdiction and which is material in the context of the Wider BGGroup taken as a whole or the Combination;

(c) circumstances exist (whether as a result of the Combination or otherwise) which wouldbe reasonably likely to lead to any Third Party instituting, or whereby any member of theWider Shell Group or any present or past member of the Wider BG Group would be likelyto be required to institute, an environmental audit or take any other steps which would inany such case be reasonably likely to result in any liability (whether actual or contingent)to improve, modify existing or install new plant, machinery or equipment or carry outchanges in the processes currently carried out or make good, remediate, repair, re-instateor clean up any land or other asset currently or previously owned, occupied or made use ofby any past or present member of the Wider BG Group (or on its behalf) or by any personfor which a member of the Wider BG Group is or has been responsible, or in which anysuch member may have or previously have had or be deemed to have had an interestwhich is material in the context of the Wider BG Group taken as a whole or theCombination; or

(d) circumstances exist whereby a person or class of persons would be likely to have any claimor claims in respect of any product or process of manufacture or materials used thereincurrently or previously manufactured, sold or carried out by any past or present memberof the Wider BG Group which claim or claims would be likely, materially and adversely, toaffect any member of the Wider BG Group and which is material in the context of the BGGroup taken as a whole or the Combination; and

Anti-corruption, sanctions and criminal property

14. save as Disclosed, Shell not having discovered that:

(a) (a) any past or present member, director, officer or employee of the Wider BG Group is orhas at any time engaged in any activity, practice or conduct which would constitute anoffence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or anyother applicable anti-corruption legislation or (b) any person that performs or hasperformed services for or on behalf of the Wider BG Group is or has at any time engagedin any activity, practice or conduct in connection with the performance of such serviceswhich would constitute an offence under the Bribery Act 2010, the US Foreign CorruptPractices Act of 1977 or any other applicable anti-corruption legislation; or

(b) any asset of any member of the Wider BG Group constitutes criminal property as definedby section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of thatdefinition); or

(c) any past or present member, director, officer or employee of the BG Group, or any otherperson for whom any such person may be liable or responsible, has engaged in anybusiness with, made any investments in, made any funds or assets available to or receivedany funds or assets from: (a) any government, entity or individual in respect of which USor European Union persons, or persons operating in those territories, are prohibited fromengaging in activities or doing business, or from receiving or making available funds oreconomic resources, by US or European Union laws or regulations, including the economicsanctions administered by the United States Office of Foreign Assets Control, or HMTreasury & Customs; or (b) any government, entity or individual targeted by any of theeconomic sanctions of the United Nations, the United States, the European Union or anyof its member states; or

(d) no member of the BG Group being engaged in any transaction which would cause Shell tobe in breach of any law or regulation upon its acquisition of BG, including the economic

77

sanctions of the United States Office of Foreign Assets Control, or HM Treasury &Customers, or any government, entity or individual targeted by any of the economicsanctions of the United Nations, the United States, the European Union or any of itsmember states.

For the purposes of these Conditions the “Wider BG Group” means BG and its subsidiary undertakings,associated undertakings and any other undertaking in which BG and/or such undertakings (aggregatingtheir interests) have a significant interest and the “Wider Shell Group” means Shell and its subsidiaryundertakings, associated undertakings and any other undertaking in which Shell and/or suchundertakings (aggregating their interests) have a significant interest and for these purposes “subsidiaryundertaking” and “undertaking” have the meanings given by the Companies Act 2006, “associatedundertaking” has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sizedCompanies and Groups (Accounts and Reports) Regulations 2008 other than paragraph 19(1)(b) ofSchedule 6 to those Regulations which shall be excluded for this purpose, and “significant interest” meansa direct or indirect interest in 20 per cent. or more of the equity share capital (as defined in the CompaniesAct 2006).

Part B: Waiver and Invocation of the Pre-Conditions and Conditions

Shell reserves the right to waive, in whole or in part, all or any of the Conditions in Part A above, except forConditions 1 (Scheme approval), 5 (Shell Shareholder approval), 6 (UK listing), 7 (Euronext Amsterdam listing)and 8 (SEC registration), which cannot be waived.

Conditions 5 (Shell Shareholder approval), 6 (UK listing), 7 (Euronext Amsterdam listing) and 8 (SECregistration), must be fulfilled by, and Conditions 2 to 4 (inclusive) and 9 to 14 (inclusive) fulfilled or waivedby, no later than 11.59 pm on the date immediately preceding the date of the Court Hearing, failing whichthe Scheme will lapse. Shell shall be under no obligation to waive or treat as satisfied any of the Conditionswhich are capable of waiver by a date earlier than the latest date specified above for the fulfilment orwaiver thereof, notwithstanding that the other Conditions to the Combination may at such earlier datehave been waived or fulfilled and that there are at such earlier date no circumstances indicating that anyof such Conditions may not be capable of fulfilment.

If Shell is required by the Panel to make an offer for BG Shares under the provisions of Rule 9 of the CityCode, Shell may make such alterations to any of the above Conditions as are necessary to comply with theprovisions of that Rule.

The Scheme or Offer (as applicable) will lapse if the European Commission either: (i) initiates Phase 2proceedings in respect of the Combination before the Court Meeting and the BG General Meeting; or (ii)it makes a referral to a competent authority of the United Kingdom under Article 9(1) of the Regulationand the CMA then initiates a Phase 2 reference in respect of the Combination.

Part C: Implementation by way of Offer

Shell reserves the right (with the consent of the Panel) to implement the Combination by way of an Offer:(i) with the consent of the BG Board; (ii) if a third party announces a firm intention to make an offer for BGwhich is recommended by the BG Board; or (iii) if the BG Board otherwise withdraws its recommendationof the Combination. If the Combination is implemented by way of an Offer, the confirmation provided bythe Dutch Revenue Service under the written settlement agreement in respect of the Combinationdescribed in paragraph 9 of Part II (Explanatory Statement) would no longer apply in respect of anydividends paid via the dividend access mechanism to holders of Shell B Shares issued under any suchOffer; under an Offer, the share component of the Consideration would therefore comprise Shell A Sharesonly. BG Shareholders would in such circumstances (if Shell is permitted to exercise its right to implementthe Combination by way of an Offer) be entitled to receive 383 pence in cash and 0.4454 Shell A Shares perBG Share. In such event, such Offer will be implemented on the same terms, so far as applicable, as thosewhich would apply to the Scheme, subject to appropriate amendments to reflect the change in methodof effecting the Combination, including: (a) the offer of Shell A Shares alone in respect of the sharecomponent of the Consideration (as described in paragraph 10 of Part II (Explanatory Statement)); and (b)(without limitation and subject to the consent of the Panel) an acceptance condition that is set at 90 percent. (or such lesser percentage, as Shell may, in accordance with the provisions of the Co-operationAgreement, decide): (i) in nominal value of the shares to which such Offer relates; and (ii) of the votingrights attached to those shares, and that is subject to Shell and/or (with the consent of the Panel) anymembers of the Shell Group having acquired or agreed to acquire, whether pursuant to the Combination

12.1

78

or otherwise, shares carrying more than 50 per cent. of the voting rights normally exercisable at a generalmeeting of BG, including, for this purpose, any such voting rights attaching to BG Shares that areunconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances,whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

Part D: Certain further terms of the Combination

The availability of the Combination to persons not resident in the United Kingdom may be affected by thelaws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should informthemselves about and observe any applicable requirements.

The Combination will be governed by English law and be subject to the jurisdiction of the English courts.The Combination will comply with the applicable rules and regulations of the FCA and the London StockExchange and the City Code.

Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference toany other Condition.


The New Shell Shares, which will be issued in connection with the Combination, have not been and willnot be registered under any of the relevant securities laws of Canada, Japan or Australia and no regulatoryclearance in respect of the New Shell Shares has been, or will be, applied for in any jurisdiction other thanthe UK, the Netherlands and, if applicable, the US. The New Shell Shares may not be offered, sold ordelivered, directly or indirectly, in Canada, Japan or Australia except pursuant to exemptions fromapplicable requirements of any such jurisdiction.

The New Shell Shares will be issued credited as fully paid and will rank pari passu in all respects with theShell Shares in issue at the time the New Shell Shares are issued, including in relation to the right toreceive notice of, and to attend and vote at, general meetings of Shell, the right to receive and retain anydividends and other distributions declared, made or paid by reference to a record date falling after theEffective Date (in the case of the new Shell B Shares, including in respect of any dividends paid throughthe dividend access arrangements established as contemplated by the Shell Articles of Association and setout in the Amended and Restated Trust Deed) and to participate in the assets of Shell upon a winding-upof Shell.

Applications will be made to the UK Listing Authority for the New Shell Shares to be admitted to theOfficial List with a premium listing and to the London Stock Exchange for the New Shell Shares to beadmitted to trading. Applications will also be made for admission to listing and trading of the New ShellShares on Euronext Amsterdam.

BG Shares which will be acquired under the Combination will be acquired fully paid and free from all liens,equities, charges, encumbrances, options, rights of pre-emption and any other third party rights andinterests of any nature and together with all rights now or hereafter attaching or accruing to them,including voting rights and the right to receive and retain in full all dividends and other distributions (ifany) declared, made or paid on or after the date of this document other than, if completion of theCombination occurs after the record date for Shell’s 2015 fourth quarter interim dividend, a further BGdividend in respect of 2015 of not more than 14.37 cents per BG Share to which BG Shareholders would beentitled.

24.3(d)(xi)

24.3(d)(xiii)

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If any BG dividend, distribution or return of value is declared, announced, made or paid at any time inexcess of those described above, Shell reserves the right to reduce the value implied under the terms ofthe Combination at such date by an amount equal to the excess amount (based on the $/£ exchange rateat the time of such declaration, announcement, making or payment). In such circumstances, to the extentpossible, the cash component of the Consideration would be reduced by the amount of such excess.

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Part IVTAXATION

1. UK Taxation

The following statements are intended as a general summary of certain limited aspects of the UK taxtreatment of Scheme Shareholders in respect of the Scheme only. These statements are not a completedescription of all tax considerations relating to the Scheme.

These statements are based on current UK legislation and what is understood to be the current practiceof HMRC as at the date of this document, both of which may change, possibly with retroactive effect. Theyapply only to Scheme Shareholders (including those who receive New Shell Shares through the RoyalDutch Shell Nominee Service) who are in each case resident and, in the case of individuals, domiciled forUK tax purposes in (and only in) the UK (except insofar as express reference is made to the treatment ofnon-UK residents), who hold their Scheme Shares as an investment (other than under a pensionarrangement or in an individual savings account) and who are the absolute beneficial owner of theScheme Shares. The tax position of certain categories of Scheme Shareholders who are subject to specialrules (such as persons acquiring their Scheme Shares in connection with employment, dealers insecurities, insurance companies and collective investment schemes) is not considered.

For further information on the UK tax consequences of a subsequent disposal of all or any Shell A Sharesor Shell B Shares acquired under the Scheme or otherwise and dividends paid in respect of any ShellShares, including via the dividend access mechanism, please see section 2 of Part XV of the ShellProspectus (for which Shell and the Shell Directors are responsible) under the heading “UK Taxation”.

The following statements summarise the current position and are intended as a general guide only.Scheme Shareholders who are in any doubt as to their tax position or who may be subject to tax in ajurisdiction other than the UK are strongly recommended to consult their own professional advisers.

1.1 UK Taxation Of Chargeable Gains

A Scheme Shareholder’s liability to UK capital gains tax or corporation tax on chargeable gains (asapplicable) (“CGT”) will depend on the individual circumstances of that Scheme Shareholder andon the form of consideration received.

(a) Receipt of New Shell Shares

Subject to the following paragraphs, the exchange of Scheme Shares for New Shell Shares shouldbe treated as a reorganisation for CGT purposes. Accordingly, Scheme Shareholders should not betreated as having made a disposal of their Scheme Shares for CGT purposes as a result of theexchange, and the New Shell Shares issued to them should be treated as the same asset, and ashaving been acquired at the same time and for the same consideration, as the relevant SchemeShares.

Scheme Shareholders who, alone or together with persons connected with them, hold more than5 per cent. of, or of any class of, shares in or debentures of BG will be eligible for the abovetreatment only if the exchange is effected for bona fide commercial reasons and does not formpart of a scheme or arrangement of which the main purpose, or one of the main purposes, is anavoidance of liability to capital gains tax or corporation tax. Scheme Shareholders are advised thatno application for clearance has been or is expected to be made by BG or Shell under section 138of the Taxation of Chargeable Gains Act 1992 for confirmation that HMRC is satisfied that theexchange will be effected for bona fide commercial reasons and will not form part of any suchscheme or arrangements.

(b) Receipt of cash consideration

To the extent that a Scheme Shareholder receives cash for his Scheme Shares (including in respectof fractional entitlements to New Shell Shares), this should, except to the extent referred to in thenext paragraph, be treated as a disposal or part disposal of his Scheme Shares which may,depending on the Scheme Shareholder’s individual circumstances (including the availability ofexemptions, reliefs or allowable losses), give rise to a CGT liability.

If a Scheme Shareholder receives New Shell Shares as well as cash consideration and the amountof cash received is small in comparison with the value of his Scheme Shares, the SchemeShareholder should in practice not be treated as having disposed of the Scheme Shares in respectof which the cash was received. Instead, the cash should be treated as a deduction from the basecost of his Scheme Shares for the purpose of computing any chargeable gain or allowable loss ona future disposal of the New Shell Shares.

Under current HMRC practice, any cash payment of £3,000 or less or which is 5 per cent. or less ofthe market value of a Scheme Shareholder’s holding of Scheme Shares immediately prior to thedisposal should generally be treated as small for these purposes.

Any chargeable gain on a disposal or part disposal of a holding of Scheme Shares should becomputed on the basis of an apportionment of the allowable cost of the holding by reference tothe market value of the holding at the time of disposal.

(c) Non-UK shareholders

Scheme Shareholders who are not resident in the UK will not generally be subject to CGT on anydisposal of Scheme Shares under the Scheme unless they are carrying on a trade, profession orvocation in the UK through a branch or agency (or, in the case of a corporate Scheme Shareholder,a permanent establishment) in connection with which the Scheme Shares are used, held oracquired.

However, an individual Scheme Shareholder who has been resident for tax purposes in the UK butwho ceases to be so resident or becomes treated as resident outside the UK for the purposes of adouble tax treaty (“Treaty non-resident”) for a period of five years or less (or, for departures before6 April 2013, ceases to be resident or ordinarily resident or becomes Treaty non-resident for a periodof less than five tax years) and who disposes of all or part of his Scheme Shares during that periodmay be liable to CGT on any chargeable gains realised on such disposal on his return to the UK,subject to any available exemptions or reliefs.

Non-UK tax resident Scheme Shareholders may be subject to non-UK taxation on any gain underlocal law.

1.2 Stamp Duty and Stamp Duty Reserve Tax (“SDRT”)

No UK stamp duty or SDRT should be payable by Scheme Shareholders on the exchange of theirScheme Shares for New Shell Shares and/or cash under the Scheme.

2. US Taxation

The following statements are intended as a general summary of certain limited US federal income taxconsiderations relevant to a Scheme Shareholder or BG ADR Holder that is a US Holder (as defined below)on the exchange of their Scheme Shares for New Shell Shares and/or cash pursuant to the Scheme or BGADRs for cash pursuant to the Scheme and the BG Deposit Agreement. These statements are not acomplete description of all tax considerations that may be relevant to a particular US Holder.

These statements are based on current law as at the date of this document. They address US Holders thathold Scheme Shares or BG ADRs as capital assets and use the US dollar as their functional currency. Theydo not address the tax treatment of persons subject to special rules, such as financial institutions,insurance companies, regulated investment companies, real estate investment trusts, dealers, traders insecurities that elect to mark-to-market, tax-exempt entities, persons owning directly, indirectly orconstructively 10 per cent. or more of BG’s share capital, US expatriates, investors liable for alternativeminimum tax, persons holding Scheme Shares or BG ADRs as part of a hedge, straddle, conversion,constructive sale or other integrated financial transaction or persons that acquired their Scheme Shares orBG ADRs in connection with employment or that hold Scheme Shares or BG ADRs in connection with apermanent establishment or fixed base outside the United States. They also do not address US federaltaxes other than income tax (e.g., estate and gift taxes), US state and local, or non-US tax considerations.

For further information on the US federal income tax consequences of a subsequent disposal of all or anyNew Shell Shares, and dividends paid in respect of any New Shell Shares, including via the dividend access

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mechanism, please see Part XV of the Shell Prospectus (for which Shell and the Shell Directors areresponsible) under the heading “US Taxation”.

As used in this section: (a) “US Holder” means a beneficial owner of Scheme Shares or BG ADRs that is, forUS federal income tax purposes: (i) a citizen or individual resident of the United States, (ii) a corporationor other business entity treated as a corporation created or organised under the laws of the United Statesor one of its political subdivisions; (iii) a trust that: (x) is subject to the control of one or more US personsand the primary supervision of a US court; or (y) has made a valid election under applicable US Treasuryregulations to be treated as a US person; or (iv) an estate the income of which is subject to US federalincome tax without regard to its source; and (b) references to the “exchange” of BG ADRs for cashpursuant to the Scheme and the BG Deposit Agreement should be read as references to the exchange ofthe Scheme Shares underlying the relevant BG ADRs for New Shell Shares and cash under the Scheme andthe subsequent steps whereby the BG ADR Holders receive cash in respect of their BG ADRs in accordancewith the BG Deposit Agreement (as further described in paragraph 21 of Part II (Explanatory Statement)).

The US federal income tax treatment of a partner in an entity or arrangement treated as a partnership forUS federal income tax purposes that holds Scheme Shares or BG ADRs generally will depend on the statusof the partner and the activities of the partnership. Scheme Shareholders or BG ADR Holders that arepartnerships should consult their own tax advisors regarding the specific US federal income taxconsequences to their partners of the partnership’s exchange of Scheme Shares for New Shell Sharesand/or cash pursuant to the Scheme or BG ADRs for cash pursuant to the Scheme and the BG DepositAgreement.

2.1 US taxation of exchange pursuant to the Scheme

The exchange of Scheme Shares for New Shell Shares and/or cash pursuant to the Scheme or BGADRs for cash pursuant to the Scheme and the BG Deposit Agreement will be a taxabletransaction for US federal income tax purposes, and a US Holder generally will recognise capitalgain or loss equal to the difference between the US dollar value of the New Shell Shares received,if any, and the cash received, if any, and the holder’s adjusted tax basis in the exchanged SchemeShares or BG ADRs, as applicable. Any gain or loss generally will be treated as arising from USsources and will be long-term capital gain or loss if the US Holder has held the Scheme Shares orBG ADRs for more than one year at the Effective Date. A US Holder’s gain or loss and holding periodgenerally will be determined separately for each block of Scheme Shares or BG ADRs acquired bysuch US Holder at the same cost in a single transaction. Preferential tax rates may apply to long-term capital gains of a US Holder that is an individual, estate or trust. Deductions for capital lossesare subject to limitations.

A US Holder that receives non-US currency on the exchange of Scheme Shares or BG ADRs willrealise an amount equal to the US dollar value of the non-US currency received at the spot rate onthe Effective Date (or, in the case of cash basis and electing accrual basis US Holders, thesettlement date). An accrual basis US Holder that does not elect to determine the amount realizedusing the spot rate on the settlement date will recognise foreign currency gain or loss equal to thedifference between the US dollar value of the amount received based on the spot exchange rateson the Effective Date and the settlement date. A US Holder will have a tax basis in the currencyreceived equal to the US dollar value of the currency received on the settlement date. Any gain orloss on a subsequent disposition or conversion of the currency will be US source ordinary incomeor loss.

A US Holder’s basis in any New Shell Shares received will be the US dollar amount equal to the fairmarket value of such New Shell Shares on the Effective Date, and a US Holder’s holding period withrespect to such New Shell Shares will begin on the next day.

It is expected that the BG Depositary will, as permitted by the BG Deposit Agreement: (i) promptlysell the Shell B Shares that it receives pursuant to the Scheme in the market; (ii) exchange the cashit receives from the sale of such Shell B Shares as well as the cash it receives pursuant to theScheme into US Dollars; and (iii) distribute such cash (less any applicable fees and expenses underthe BG Deposit Agreement, including the costs of selling such new Shell B Shares in the market)to the BG ADR Holder. In general, the consequences of the BG Depositary converting the cashreceived into US dollars and selling the New Shell Shares that it is entitled to receive will be thesame as if such non-US dollar cash and New Shell Shares had been received by the US Holder ofBG ADRs and such cash had been converted into US dollars and New Shell Shares had been sold

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by the US Holder. If the US dollar amount realised by the BG Depositary on the sale of New ShellShares differs from the fair market value of such New Shell Shares on the Effective Date,determined in US dollars, a US Holder of BG ADRs will realise short term gain or loss equal to suchdifference.

Certain non-corporate US Holders whose income exceeds certain thresholds generally will besubject to a 3.8 per cent. surtax on their “net investment income” up to the amount of such excess.Gain or loss recognized on the exchange of Scheme Shares pursuant to the Scheme or BG ADRspursuant to the Scheme and the BG Deposit Agreement will be includable in a US Holder’s netinvestment income for purposes of this tax. Non-corporate US Holders should consult their owntax advisors regarding the possible effect of such tax on their exchange of Scheme Shares or BGADRs pursuant to the Scheme.

2.2 Information Reporting and Backup Withholding

Proceeds from the exchange of Scheme Shares pursuant to the Scheme or BG ADRs pursuant tothe Scheme and the BG Deposit Agreement may be reported to the US Internal Revenue Service(the “IRS”) unless the holder is a corporation or otherwise establishes a basis for exemption.Backup withholding may apply to reportable payments unless the holder makes the requiredcertification, including providing its taxpayer identification number or otherwise establishes abasis for exemption. Any amount withheld may be credited against a US Holder’s US federalincome tax liability or refunded to the extent it exceeds the holder’s liability, provided the requiredinformation is timely furnished to the IRS.

Each US Holder should complete and sign IRS Form W-9 (available at https://www.irs.gov/pub/irs-pdf/fw9.pdf), and provide such form to the US Tender Agent, to provide the information andcertification necessary to avoid backup withholding tax, unless an exemption applies and isestablished in a manner satisfactory to the US Tender Agent.

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Part VDESCRIPTION OF SHELL SHARES

Rights attaching to shares

Shell can issue shares with any rights or restrictions attached to them as long as this is not restricted byany rights attached to existing shares. These rights or restrictions can be decided either by an ordinaryresolution passed by the Shell Shareholders or by the Shell Board as long as there is no conflict with anyresolution passed by the Shell Shareholders.

Dividends

Currently, only Shell A Shares and Shell B Shares are entitled to a dividend.

Under the applicable laws of England, dividends are payable only out of profits available for distribution,as determined in accordance with the Companies Act and under IFRS.

Subject to the Companies Act, if the Shell Directors consider that Shell’s financial position justifies thepayment of a dividend, Shell can pay a fixed or other dividend on any class of shares on the datesprescribed for the payments of those dividends and pay interim dividends on shares of any class of anyamounts and on any dates and for any periods which it decides. Shell Shareholders can declare dividendsin accordance with the rights of Shell Shareholders by passing an ordinary resolution although suchdividends cannot exceed the amount recommended by the Shell Board.

Dividends are payable to persons registered as the holder(s) of shares or to anyone entitled in any otherway, at a particular time on a particular day selected by the Shell Board. All dividends will be declared andpaid in proportions based on the amounts paid up on the relevant shares during any period for which thatdividend is paid.

Any dividend or other money payable in cash relating to a Shell Share can be paid by sending a cheque,warrant or similar financial instrument payable to the Shell Shareholder entitled to the dividend by postto the Shell Shareholder’s registered address. Alternatively, it can be made payable to someone else namedin a written instruction from the Shell Shareholder (or all joint Shell Shareholders) and sent by post to theaddress specified in that instruction. A dividend can also be paid by inter-bank transfer or by otherelectronic means (including payment through CREST) directly to an account with a bank or other financialinstitution (or another organisation operating deposit accounts if allowed by Shell) named in a writteninstruction from the person entitled to receive the payment under the Shell Articles of Association. Suchan account must be held at an institution based in the UK unless the Shell Share on which the paymentis to be made is held by Euroclear Nederland and is subject to the Dutch Securities Giro Act (Wet giraaleffectenverkeer). Alternatively, a dividend can be paid in some other way if requested in writing by a ShellShareholder (or all joint Shell Shareholders) and agreed with Shell. Shell will not be responsible for apayment which is lost or delayed.

Unless the rights attached to any shares, the terms of any shares or the Shell Articles of Association sayotherwise, a dividend or any other money payable in respect of a Shell Share can be declared and paid inwhatever currency or currencies the Shell Board decides using an exchange rate or exchange rates selectedby the Shell Board for any currency conversions required. The Shell Board can also decide how any costsrelating to the choice of currency will be met. The Shell Board can offer Shell Shareholders the choice toreceive dividends and other money payable in respect of their shares in alternative currencies on suchterms and conditions as the Shell Board may prescribe from time to time.

Where any dividends or other amounts payable on a Shell Share have not been claimed, the Shell Boardcan invest them or use them in any other way for Shell’s benefit until they are claimed. Shell will not be atrustee of the money and will not be liable to pay interest on it. If a dividend or other money has not beenclaimed for 12 years after being declared or becoming due for payment, it will be forfeited and go back toShell, unless the Shell Board decides otherwise.

Shell expects that dividends in respect of Shell B Shares will be paid under the dividend access mechanismdescribed in paragraph 8 of Part II (Explanatory Statement). Currently the Shell Articles of Associationprovide that if any amount paid by way of dividend by a subsidiary of Shell is received by the dividendaccess trustee on behalf of any holder of Shell B Shares and is paid by the dividend access trustee to such

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holder, the entitlement of such holder of Shell B Shares to be paid any dividend declared pursuant to theShell Articles of Association will be reduced by the corresponding amount that has been paid by thedividend access trustee to such holder. If a dividend is declared pursuant to the Shell Articles of Associationand the entitlement of any holder of Shell B Shares to be paid his pro rata share of such dividend is notfully extinguished on the relevant payment date by virtue of a payment made by the dividend accesstrustee, Shell has a full and unconditional obligation to make payment in respect of the outstanding partof such dividend entitlement immediately. For the purposes of the provisions referred to in this paragraph,the amount that the dividend access trustee has paid to any holder of Shell B Shares in respect of anyparticular dividend paid by a subsidiary of Shell (a “specified dividend”) will be deemed to include: anyamount that the dividend access trustee may be compelled by law to withhold; a pro rata share of any taxthat the company paying the specified dividend is obliged to withhold or to deduct from the same; and apro rata share of any tax that is payable by the dividend access trustee in respect of the specified dividend.

Pre-emption rights

Subject to the provisions of the Companies Act and the Listing Rules, any equity securities allotted by Shellfor cash must first be offered to Shell Shareholders in proportion to their holdings. The Companies Act andthe Listing Rules allow for the disapplication of pre-emption rights which may be waived by a specialresolution of the Shell Shareholders, either generally or specifically.

Voting

Currently only the Shell A Shares and the Shell B Shares have voting rights.

Changing the rights attached to the shares

The Companies Act provides that the Shell Articles of Association can be amended by a special resolution.

The Shell Articles of Association provide that, if a statute (or any orders, regulations or other subordinatelegislation made under it) applying to Shell allows this, the rights attached to any class of shares can bechanged if this is approved either in writing by Shell Shareholders holding at least three-quarters of theissued shares of that class by amount (excluding any shares of that class held as treasury shares) or by aspecial resolution passed at a separate meeting of the relevant Shell Shareholders. At each such separatemeeting, all of the provisions of the Shell Articles of Association relating to proceedings at a generalmeeting apply, except that: (i) a quorum will be present if at least one Shell Shareholder who is entitled tovote is present in person or by proxy who owns at least one-third in amount of the issued shares of therelevant class; (ii) any Shell Shareholder who is present in person or by proxy and entitled to vote candemand a poll; and (iii) at an adjourned meeting, one person entitled to vote and who holds shares of theclass, or his proxy, will be a quorum. These provisions are not more restrictive than required by law inEngland.

If new shares are created or issued which rank equally with any other existing shares, the rights of theexisting shares will not be regarded as changed or abrogated unless the terms of the existing sharesexpressly say otherwise.

Redemption provisions

The Shell Shares are not subject to any redemption provisions.

Calls on shares

The Shell Board can call on Shell Shareholders to pay any money which has not yet been paid to Shell fortheir shares. This includes the nominal value of the shares and any premium which may be payable onthose shares. The Shell Board can also make calls on people who are entitled to shares by law.

Winding up of Shell

If Shell is voluntarily wound up, the liquidator can distribute to Shell Shareholders any assets remainingafter the liquidator’s fees and expenses have been paid and all sums due to prior ranking creditors (asdefined under the laws of England) have been paid.

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Sinking fund provisions

The shares are not subject to any sinking fund provision under the Shell Articles of Association or as amatter of the laws of England.

Discriminating provisions

There are no provisions in the Shell Articles of Association discriminating against a Shell Shareholderbecause of his or her ownership of a particular number of shares.

Limitations on rights to own shares

There are no limitations imposed by the Shell Articles of Association or the applicable laws of England onthe rights to own shares, including the right of non-residents or foreign persons to hold or vote shares,other than limitations that would generally apply to all Shell Shareholders.

Transfer of shares

There are no significant restrictions on the transfer of shares.

Except as set out below, any Shell Shareholder can transfer some or all of his certificated shares to anotherperson. A transfer of certificated shares must be made in writing and either in the usual standard form orin any other form approved by the Shell Board.

Except as set out below, any Shell Shareholder can transfer some or all of his CREST shares to anotherperson. A transfer of CREST shares must be made through CREST and must comply with the uncertificatedsecurities rules.

The Shell Board can refuse to register the transfer of any shares which are not fully paid. Further rights todecline registration are as follows.

Certificated shares

A share transfer form cannot be used to transfer more than one class of shares. Each class needs a separateform. Transfers cannot be in favour of more than four joint holders. The share transfer form must beproperly stamped to show payment of any applicable stamp duty or certified or otherwise shown to thesatisfaction of the Shell Board to be exempt from stamp duty and must be delivered to Shell’s registeredoffice, or any other place decided on by Shell Board. The transfer form must be accompanied by the sharecertificate relating to the Shell Share being transferred, unless the transfer is being made by a person towhom Shell was not required to, and did not send, a certificate. The Shell Board can also ask (actingreasonably) for any other evidence to show that the person wishing to transfer the Shell Share is entitledto do so and, if the share transfer form is signed by another person on behalf of the person making thetransfer, evidence of the authority of that person to do so.

CREST shares

Registration of a transfer of CREST shares can be refused in the circumstances set out in the uncertificatedsecurities rules. Transfers cannot be in favour of more than four joint holders.

Where a Shell Share has not yet been entered on the register, the Shell Board can recognise a renunciationby that person of his right to the Shell Share in favour of some other person. Such renunciation will betreated as a transfer and the Shell Board has the same powers of refusing to give effect to such arenunciation as if it were a transfer.

Partly paid shares

The Shell Articles of Association provide that if a Shell Shareholder fails to pay Shell any amount due onhis partly paid shares, the Shell Board can enforce Shell’s lien by selling all or any of the partly paid ShellShares in any way they decide (subject to certain conditions).

Your attention is further drawn to the Shell Prospectus, containing further information on the rightsattaching to the New Shell Shares, and for which Shell and the Shell Directors are responsible.

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Part VIADDITIONAL INFORMATION

1. Responsibility

1.1 The BG Directors, whose names are set out in paragraph 2.1 of this Part VI (Additional Information),accept responsibility for the information contained in this document, except for the informationfor which the Shell Directors accept responsibility in accordance with paragraph 1.2 below. To thebest of the knowledge and belief of the BG Directors (who have taken all reasonable care to ensurethat such is the case), the information contained in this document for which they are responsibleis in accordance with the facts and does not omit anything likely to affect the import of suchinformation.

1.2 The Shell Directors, whose names are set out in paragraph 2.2 of this Part VI (AdditionalInformation), accept responsibility for the information contained in this document relating to theShell Group, the Royal Dutch Shell Nominee Service and the Shell Directors, their immediatefamilies, related trusts and other persons connected with the Shell Directors, and persons deemedto be acting in concert with Shell (as such term is defined in the City Code). To the best of theknowledge and belief of the Shell Directors (who have taken all reasonable care to ensure thatsuch is the case), the information contained in this document for which they are responsible is inaccordance with the facts and does not omit anything likely to affect the import of suchinformation.

2. Directors

2.1 The BG Directors and their respective functions are as follows:

Director Function

Andrew Gould Chairman

Helge Lund Chief Executive

Simon Lowth Chief Financial Officer

Sir John Hood Senior Independent Non-Executive Director

Vivienne Cox Non-Executive Director

Pamela Daley Non-Executive Director

Martin Ferguson Non-Executive Director

Baroness Hogg Non-Executive Director

Caio Koch-Weser Non-Executive Director

Lim Haw-Kuang Non-Executive Director

Sir David Manning Non-Executive Director

Mark Seligman Non-Executive Director

Patrick Thomas Non-Executive Director

BG’s registered office is at: 100 Thames Valley Park Drive, Reading, Berkshire, RG6 1PT, UnitedKingdom.

19.2(a)

24.3(e)

24.3(a)(i)

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2.2 The Shell Directors and their respective functions are as follows:

Director Function

Charles O. Holliday Chairman

Hans Wijers Deputy Chairman and Senior Independent Director

Ben van Beurden Chief Executive Officer

Simon Henry Chief Financial Officer

Guy Elliott Non-Executive Director

Euleen Goh Non-Executive Director

Gerard Kleisterlee Non-Executive Director

Sir Nigel Sheinwald GCMG Non-Executive Director

Linda G. Stuntz Non-Executive Director

Patricia A. Woertz Non-Executive Director

Gerrit Zalm Non-Executive Director

Shell’s registered office is at: Shell Centre, London, SE1 7NA, United Kingdom.

3. Persons acting in concert

3.1 In addition to the BG Directors (together with their close relatives and related trusts) andmembers of the BG Group (and their related pension schemes), the persons who, for the purposesof the City Code, are acting in concert with BG in respect of the Combination and which arerequired to be disclosed are:

Name Registered office Relationship with BG

Goldman Sachs International Peterborough Court, Connected adviser133 Fleet Street, London EC4A 2BB

Robey Warshaw LLP 31 St James’s Place, Connected adviserLondon SW1A 1NR

N M Rothschild & Sons Limited New Court, Connected adviserSt Swithin’s Lane, London EC4N 8AL

J.P. Morgan Limited 25 Bank Street, Connected adviserCanary Wharf, London E14 5JP

Morgan Stanley & Co. 25 Cabot Square, Connected adviserInternational plc Canary Wharf,

London E14 4QA

3.2 In addition to the Shell Directors (together with their close relatives and related trusts) andmembers of the Shell Group (and their related pension schemes), the persons who, for thepurposes of the City Code, are acting in concert with Shell in respect of the Combination andwhich are required to be disclosed are:

Name Registered office Relationship with Shell

Bank of America Merrill 2 King Edward Street, Connected adviserLynch and its affiliates London EC1A 1HQ

Lazard & Co., Limited 50 Stratton Street, Connected adviserLondon W1J 8LL

24.3(d)(ii)

24.3(d)(iii)

24.3(d)(iii)

24.3(a)(i)

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Name Registered office Relationship with Shell

Shell Asset Management Carel van Bylandtlaan 30, SubsidiaryCompany B.V. 2596 HR, The Hague,

The Netherlands

4. Market quotations

4.1 The following table shows the Closing Price for one BG Share on the London Stock Exchange on:

(a) the first Business Day of each of the six months immediately prior to the commencementof the Offer Period;

(b) 2 April 2015, being the last Business Day prior to the commencement of the Offer Period;

(c) 7 April 2015, being the last Business Day prior to the Rule 2.7 Announcement;

(d) the first Business Day of each of the six months immediately prior to the date of thisdocument; and

(e) the Latest Practicable Date.

Date BG Share

(pence)

03 November 2014 1,036.0001 December 2014 904.6002 January 2015 864.2002 February 2015 934.2002 March 2015 948.5001 April 2015 851.4002 April 2015 852.9007 April 2015 910.4001 July 2015 1,063.5003 August 2015 1,091.0001 September 2015 964.9001 October 2015 964.1002 November 2015 1,029.0001 December 2015 1,040.0018 December 2015 908.00

4.2 The following table shows the Closing Price for one Shell A Share and one Shell B Share, in eachcase on each of the London Stock Exchange and Euronext Amsterdam, on:

(a) the first Business Day of each of the six months immediately prior to the commencementof the Offer Period;

(b) 2 April 2015, being the last Business Day prior to the commencement of the Offer Period;

(c) 7 April 2015, being the last Business Day prior to the Rule 2.7 Announcement;

(d) the first Business Day of each of the six months immediately prior to the date of thisdocument; and

(e) the Latest Practicable Date.

24.3(d)(viii)

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Date Shell A Share Shell B Share

LSE Euronext LSE EuronextAms Ams

(pence) (€) (pence) (€)

03 November 2014 2,196.00 28.1050 2,282.00 29.260001 December 2014 2,121.00 26.7500 2,208.00 27.570002 January 2015 2,168.00 27.7500 2,235.50 28.535002 February 2015 2,069.00 27.4600 2,170.50 28.900002 March 2015 2,090.00 28.7600 2,159.50 29.880001 April 2015 2,031.00 28.0000 2,132.00 29.620002 April 2015 2,024.50 27.6700 2,126.50 29.200007 April 2015 2,094.00 28.7000 2,208.50 30.170001 July 2015 1,803.50 25.5350 1,819.50 25.640003 August 2015 1,832.00 26.1700 1,849.50 26.395001 September 2015 1,638.00 22.5400 1,646.00 22.565001 October 2015 1,587.00 21.6050 1,601.00 21.860002 November 2015 1,707.00 24.0300 1,714.00 24.300001 December 2015 1,644.00 23.5300 1,660.50 23.800018 December 2015 1,463.50 20.3000 1,469.00 20.5250

5. Interests and dealings in relevant securities

5.1 Definitions used in this section

For the purposes of this paragraph 5:

“acting in concert” with Shell or BG, as the case may be, means any such person acting or deemedto be acting in concert with Shell or BG, as the case may be, for the purposes of the City Code;

“arrangement” includes indemnity or option arrangements, and any agreement or understanding,formal or informal, of whatever nature, relating to relevant securities which may be aninducement to deal or refrain from dealing (other than irrevocable commitments and letters ofintent to vote in favour of the Scheme and/or related resolutions, details of which are set out inparagraph 6 of this Part VI (Additional Information));

“connected adviser” has the meaning given to it in the City Code;

“connected person” in relation to a director of Shell or BG includes: (a) such director’s spouse orcivil partner and children or step-children under the age of 18; (b) the trustee(s) of any trust for thebenefit of such director and/or any person mentioned in (a); (c) any company in which suchdirector and/or any person mentioned in (a) or (b) is entitled to exercise or control the exercise ofone-third or more of the voting power, or which is accustomed to act in accordance with thedirections of such director or any such person; and (d) any other person whose interests in sharesare taken to be interests of such director pursuant to Part 22 of the Companies Act;

“control” means an interest, or interests, in shares carrying in aggregate 30 per cent. or more of thevoting rights attributable to the share capital of a company which are currently exercisable at ageneral meeting, irrespective of whether such interest(s) give(s) de facto control;

“dealing” has the meaning given to it in the City Code and “dealt” has the corresponding meaning;

“derivative” includes any financial product the value of which, in whole or in part, is determineddirectly or indirectly by reference to the price of an underlying security;

“Disclosure Date” means the close of business on the Latest Practicable Date;

“Disclosure Period” means the period commencing on 8 April 2014 (being the date 12 months priorto the date of commencement of the Offer Period) and ending on the Disclosure Date;

See relevantdefinitions inDefinitionsSection of Codeunless stated

Note 11(a) ondefinition of“acting in concert”

Note 1 on 24.4

24.4

25.4

24.4(c)

91

“exempt fund manager” and “exempt principal trader” have the meanings given to them in theCity Code;

“financial collateral arrangements” are arrangements of the kind referred to in Note 4 on Rule 4.6of the City Code;

“interest” or “interests” in relevant securities has the meaning given to it in the City Code;

“Offer Period” means in this context the period commencing on 8 April 2015 and ending on theDisclosure Date;

“relevant securities” means:

(A) BG Shares and any other securities of BG conferring voting rights;

(B) equity share capital of BG or, as the context requires, Shell;

(C) securities of BG or, as the context requires, Shell carrying conversion or subscription rightsinto any of the foregoing; and

“short position” means any short position (whether conditional or absolute and whether in themoney or otherwise), including any short position under a derivative, any agreement to sell or anydelivery obligation or right to require another person to purchase or take delivery.

5.2 Interests in relevant securities of BG

BG

(a) As at the Disclosure Date, the interests of the BG Directors and their connected persons inBG Shares (apart from options, which are described in paragraph 5.2(b)) were as follows:

BG Director Number of Percentage of BG Shares existing issued share capital

Andrew Gould 65,000 0.00179Helge Lund 16,771 0.00046Simon Lowth 28,913 0.00080Sir John Hood 8,795 0.00024Vivienne Cox 6,370 0.00018Pamela Daley 32,000 0.00088Martin Ferguson 650 0.00002Baroness Hogg 19,788 0.00055Caio Koch-Weser 3,600 0.00010Lim Haw-Kuang 8,367 0.00023Sir David Manning 3,818 0.00011Mark Seligman 24,705 0.00068Patrick Thomas 12,410 0.00034 ———————— ————————TOTAL 231,187 0.00638

———————— ————————

Note 5(a)(ii) on

Rule 8

S.897(2)(b) CA06

25.4(a)(ii)(a)

Note 1 on 24.4

92

(b) As at the Disclosure Date, the BG Directors held the following outstanding options andawards over BG Shares under the BG Share Plans:

Long Term Incentive Plan

* Excluding any dividend equivalents that have been or may be awarded.

** Closing price on the date of grant.

Share Incentive Plan

(c) As at the Disclosure Date, the interests of persons acting in concert with BG in BG Shareswere as follows:

Name Number of BG Shares Percentage of existing issued share capital

Robey Warshaw and its affiliates 814 0.00002

J.P. Morgan Limited and its affiliates 32,647* 0.00090

———————— ————————TOTAL 33,461 0.00092

———————— ————————*These BG Shares are held in the form of BG ADRs (one BG ADR being equivalent to one BG Share).

Director Maximumnumber ofordinarysharesawarded*

Date ofgrant

Share priceat grant** (£)

Exerciseprice pershare (£)

Vesting date

Helge Lund 756,938 12/05/2015 11.75 Nil 12/05/2018

Helge Lund 1,141,011 09/03/2015 9.192 Nil 09/03/2018

Helge Lund 48,976 09/03/2015 9.192 Nil 09/03/2016 –09/03/2017

Simon Lowth 289,475 12/05/2015 11.75 Nil 12/05/2018

Simon Lowth 12,783 12/05/2015 11.75 Nil 17/03/2018

Simon Lowth 272,126 04/09/2014 12.33 Nil 04/09/2017

Simon Lowth 398,701 18/03/2014 10.86 Nil 11/12/2016

Simon Lowth 268,255 11/12/2013 12.345 Nil 11/12/2016

Simon Lowth 413,854 11/12/2013 12.345 Nil 11/12/2016

Director Number of ordinary shares Percentage of total issuedshare capital

Helge Lund 306 0.00001

Simon Lowth 575 0.00002

25.4(a)(ii)(b)

93

Shell

(d) As at the Disclosure Date, the interests of the Shell Directors and their connected personsin BG Shares were as follows:

Shell Director Number of BG Shares Percentage of existing issued share capital

Guy Elliott 108 0.00000Euleen Goh 6,500 0.00018Sir Nigel Sheinwald GCMG 280 0.00001 ———————— ————————TOTAL 6,888 0.00019

———————— ————————(e) As at the Disclosure Date, the interests of persons acting in concert with Shell in BG Shares

were as follows:

Name Number of BG Shares Percentage of existing issued share capital

Bank of America Merrill Lynchand its affiliates 845 0.00002 ———————— ————————TOTAL 845 0.00002

———————— ————————5.3 Dealings in relevant securities in BG

BG

(a) During the Offer Period, the following dealings in BG Shares by BG Directors, theirconnected persons and persons acting in concert with BG have taken place:

(i) BG Directors and their connected persons

Name of Director Date Nature of Number of Price dealings BG Shares (pence)

Helge Lund 22 April 2015 Award of BG 301 1,194Shares under Share Incentive Plan 2008

Helge Lund 12 May 2015 Grant of nil cost 756,938 1,189*options to acquireBG Shares under Long Term Incentive Plan

Helge Lund 22 May 2015 Acquisition of BG 2 1,166Shares under Share IncentivePlan 2008

Helge Lund 17 September Acquisition of BG 3 993.52015 Shares under

Share IncentivePlan 2008

Simon Lowth 22 April 2015 Award of BG 301 1,194Shares under Share IncentivePlan 2008

24.4(a)(ii)(a)

24.4(a)(ii)(b)

25.4(c)

94


Simon Lowth 12 May 2015 Grant of nil 12,783 1,189*cost options to acquire BG Shares under Deferred Bonus Plan

Simon Lowth 12 May 2015 Grant of nil 289,475 1,189*cost options to acquire BG Shares under Long TermIncentive Plan

Simon Lowth 22 May 2015 Acquisition of BG 4 1,166Shares under Share Incentive Plan 2008

Simon Lowth 17 September Acquisition of BG 6 993.52015 Shares under

Share Incentive Plan 2008

Vivienne Cox 15 June 2015 Purchase of BG 558 1,088.5Shares through Non-Executive Directors’ share purchase programme

Vivienne Cox 15 September Purchase of BG 617 984.62015 Shares through

Non-Executive Directors’ share purchase programme

Vivienne Cox 15 December Purchase of BG 638 951.32015 Shares through


Martin Ferguson 15 June 2015 Purchase of BG 134 1,088.5Shares through Non-Executive Directors’ share purchase programme

Martin Ferguson 15 September Purchase of BG 226 984.62015 Shares through


Martin Ferguson 15 December Purchase of BG 233 951.32015 Shares through


Baroness Hogg 15 June 2015 Purchase of BG 406 1,088.5Shares through Non-Executive Directors’ share purchase programme

95


Baroness Hogg 15 September Purchase of 451 984.62015 BG Shares through

Non-ExecutiveDirectors’ share purchase programme

Baroness Hogg 15 December Purchase of BG 465 951.32015 Shares through


Lim Haw-Kuang 15 June 2015 Purchase of BG 1,009 1,088.5Shares through Non-Executive Directors’ share purchase programme

Lim Haw-Kuang 15 September Purchase of BG 1,116 984.62015 Shares through


Lim Haw-Kuang 15 December Purchase of BG 1,155 951.32015 Shares through


Sir David Manning 15 June 2015 Purchase of BG 125 1,088.5Shares through Non-Executive Directors’ share purchase programme

Sir David Manning 15 September Purchase of BG 138 984.62015 Shares through


Sir David Manning 15 December Purchase of BG 143 951.32015 Shares through


Mark Seligman 15 June 2015 Purchase of BG 794 1,088.5Shares through Non-Executive Directors’ share purchase programme

Mark Seligman 15 September Purchase of BG 877 984.62015 Shares through


96


Mark Seligman 15 December Purchase of BG 908 951.32015 Shares through


Patrick Thomas 15 June 2015 Purchase of BG 1,117 1,088.5Shares through Non-Executive Directors’ share purchase programme

Patrick Thomas 15 September Purchase of BG 1,235 984.62015 Shares through


Patrick Thomas 15 September Purchase of BG 1,278 951.32015 Shares through


*Based on the average of the BG Shares closing price on the five trading days prior to the date of grant.

(ii) Persons acting in concert with BG

Name of party Date of Nature of Number of Price dealing the dealing BG Shares (USD)

J.P. Morgan Limited 20 November Sale 19* 15.6900 perand its affiliates 2015 BG ADR

*These BG Shares are held in the form of BG ADRs (one BG ADR being equivalent to one BG Share).

Shell

(b) During the Disclosure Period, the following dealings in BG Shares by Shell Directors, theirconnected persons and persons acting in concert with Shell have taken place:

(i) Shell Directors and their connected persons

N/A

24.4(c)

97

(ii) Persons acting in concert with Shell

Name of party Date Nature of Number of Low price High price

dealings BG Shares (USD) (USD)

Bank of America 8 April 2014 Purchase 11,132 18.4822 21.8124Merrill Lynch – 7 July 2014and its affiliates

8 April 2014 Sale 22,853 18.3507 21.8078– 7 July 2014

8 July 2014 Purchase 33,489 17.2141 20.5590– 7 October 2014

8 July 2014 Sale 19,227 17.2145 21.4673– 7 October 2014

8 October 2014 Purchase 82,200 12.5099 17.4177– 7 January 2015

8 October 2014 Sale 27,306 12.7172 17.4189– 7 January 2015

8 January 2015 Purchase 7,653 12.3258 14.6838– 7 February 2015

8 January 2015 Sale 44,439 12.0509 14.6836– 7 February 2015

8 February 2015 Purchase 13,603 13.9681 15.1718– 7 March 2015

8 February 2015 Sale 2,827 14.2231 15.2489– 7 March 2015

8 March 2015 Purchase 1,106 12.3206 13.1833– 7 April 2015

8 March 2015 Sale 2,159 12.1464 13.8576– 7 April 2015

8 April 2015 – Purchase 0 N/A N/A18 December 2015

8 April 2015 – Sale 0 N/A N/A18 December 2015

Name of party Date Nature of Number of Low price High pricedealings BG Shares (GBP) (GBP)


8 April 2014 Sale 450 12.5712 12.5712– 7 July 2014


8 July 2014 Sale 0 N/A N/A– 7 October 2014

98

Name of party Date Nature of Number of Low price High pricedealings BG Shares (GBP) (GBP)

8 October 2014 Purchase 1,000 10.3648 10.5522– 7 January 2015

8 October 2014 Sale 0 N/A N/A– 7 January 2015

8 January 2015 Purchase 0 N/A N/A– 7 February 2015

8 January 2015 Sale 0 N/A N/A– 7 February 2015

8 February 2015 Purchase 0 N/A N/A– 7 March 2015

8 February 2015 Sale 0 N/A N/A– 7 March 2015

8 March 2015 Purchase 0 N/A N/A– 7 April 2015

8 March 2015 Sale 0 N/A N/A– 7 April 2015



Name of party Date Nature of Number of Low price High pricedealings BG ADRs* (USD) (USD)

Bank of America 8 April 2014 Purchase 378,717 18.4000 22.0700Merrill Lynch and – 7 July 2014its affiliates

8 April 2014 Sale 1,147,667 18.4300 22.0700– 7 July 2014



8 October 2014 Purchase 2,962,284 12.3800 17.4100– 7 January 2015

8 October 2014 Sale 655,737 12.3700 17.4500– 7 January 2015


8 January 2015 Sale 863,954 12.1800 14.8300– 7 February 2015

8 February 2015 Purchase 348,444 13.8800 15.3500– 7 March 2015

99

Name of party Date Nature of Number of Low price High pricedealings BG ADRs* (USD) (USD)

8 February 2015 Sale 238,955 13.9800 15.3700– 7 March 2015


8 March 2015 Sale 91,351 12.0425 14.0000– 7 April 2015



* One BG ADR is equivalent to one BG Share.

Name of party Date Nature of Number of Low price High price dealings BG Shares (pence) (pence)

Shell Asset 8 April 2014 Purchase 30,903 1,123.00 1,150.00Management – 7 July 2014Company B.V. Sale 27,267 1,120.00 1,211.00

8 July 2014 Purchase 22,269 1,199.00 1,221.50– 7 October 2014

Sale 26,124 1,166.50 1,181.50

8 October 2014 Purchase 81,222 901.30 1,036.00– 7 January 2015

Sale 458,737 795.10 1,063.00


Sale 347,016 820.40 945.00

8 February 2015 Purchase 0 – –– 7 March 2015

Sale 41,871 916.71 985.00


Sale 38,618 881.70 919.20

8 April 2015 – Purchase 0 – –18 December 2015 Sale 2,365,904 1,170.00 1,202.25

100

5.4 Interests in relevant securities of Shell

BG

(a) As at the Disclosure Date, the interests of the BG Directors and their connected persons inShell Shares were as follows:

Number of Percentage Shell A Shares of issued BG Director Shell A Share capital

Lim Haw-Kuang 175,351* 0.00439 ———————— ————————TOTAL 175,351 0.00439

———————— ————————* Lim Haw-Kuang, a BG Director and the former executive chairman of Shell China, is also interested inapproximately 4,000 additional Shell Shares. As at the Latest Practicable Date, it has not been possible toestablish the precise details of this additional interest.

Number of Percentage Shell B Shares of issued BG Director Shell B Share capital

Sir John Hood 1,171 0.00005Mark Seligman 2,635 0.00011 ———————— ————————TOTAL 3,806 0.00016

———————— ————————(b) As at the Disclosure Date, the interests of persons acting in concert with BG in Shell Shares

were as follows:

Percentage of Number of issued Shell AName of party Shell A Shares Share capital

Goldman, Sachs & Co. 10,049 0.00025Goldman, Sachs & Co. 8,607* 0.00022Goldman Sachs Financial Markets, L.P. -9,612* -0.00024

Percentage of Nature of Number of issued Shell AName of party interest Shell A Shares Share capital

Goldman, Sachs & Co. Call Option (long) 24,600 0.00062Goldman, Sachs & Co. Call Option (short) 8,000 0.00020Goldman, Sachs & Co. Put Option (long) 12,600 0.00032Goldman, Sachs & Co. Put Option (short) 12,800 0.00032Goldman, Sachs & Co. Equity swap -2 0.00000Goldman Sachs Financial Markets, L.P. Call Option (short) 7,296 0.00018

Name of party Number of Percentage Shell A Shares of issued Shell A Share capital

J.P. Morgan Limited and its affiliates 1,806* 0.00005

*These Shell A Shares are held in the form of Shell A ADSs (one Shell A ADS being equivalent to two Shell AShares).

25.4(a)(iii)

25.4(a)(i)

Note 1 on 24.4

101

Percentage of Number of issued Shell BName of party Shell B Shares Share capital

Goldman, Sachs & Co. -2,512* -0.00006

Percentage of Number of issued Shell BName of party Nature of interest Shell B Shares Share capital

Goldman, Sachs & Co. Call Option (short) 294,200 0.00737Goldman, Sachs & Co. CFD 3,884 0.00016

Name of party Number of Percentage Shell B Shares of issued Shell B Share capital

J.P. Morgan Limited and its affiliates 100* 0.00000

*These Shell B Shares are held in the form of Shell B ADSs (one Shell B ADS being equivalent to two Shell BShares).

Shell

(c) As at the Disclosure Date, the interests of the Shell Directors and their connected personsin Shell Shares (apart from options, which are described in paragraph 5.4(d)) were asfollows:

Shell Director Number of Percentage Shell A Shares of issued Shell A Share capital

Hans Wijers 5,251 0.00013Ben van Beurden 27,565 0.00069Simon Henry 49,175 0.00123Gerard Kleisterlee 5,254 0.00013Gerrit Zalm 2,026 0.00005 ———————— ——————————TOTAL 89,271 0.00224

———————— ——————————Shell Director Number of Percentage Shell B Shares of issued

Shell B Share capital

Charles O. Holliday 50,000* 0.00205Simon Henry 301,002 0.01233Guy Elliott 5,777 0.00024Euleen Goh 5,000 0.00020Sir Nigel Sheinwald GCMG 1,000 0.00004Linda G. Stuntz 12,400* 0.00051Patricia A. Woertz 6,000* 0.00025 ———————— ——————————TOTAL 381,179 0.01562

———————— ——————————*These Shell B Shares are held in the form of Shell B ADSs (one Shell B ADS being equivalent to two Shell BShares).

24.4(a)(iii)

24.4(a)(ii)(a)

102

(d) As at the Disclosure Date, the Shell Directors held the following outstanding options andawards over Shell Shares under the Shell Share Plans:

(A) The vesting of these shares is subject to performance conditions.

(B) The vesting of 7,025 of these shares is subject to performance conditions.

(C) The vesting of 26,421 of these shares is subject to performance conditions.

** The exact vesting date of the shares under three year performance cannot be specified. All awardsunder this plan have a three year performance or a three year deferral period. The timing of the vestingof the awards after such period has ended is dependent on a number of factors including, for example,approval by Royal Dutch Shell plc’s remuneration committee and/or the timing of close periods.

(e) As at the Disclosure Date, the interests of persons acting in concert with Shell in ShellShares were as follows:

Name of party Number of Percentage Shell A Shares of issued Shell A Share capital

Bank of America Merrill Lynch and its affiliates 5,622* 0.00014Shell Asset Management Company B.V. 1,411,237 0.03536 ———————— ————————TOTAL 1,416,859 0.03550

———————— ————————* These Shell A Shares are held in the form of Shell A ADSs (one Shell A ADS being equivalent to two Shell

A Shares)

Name of party Number of Percentage Shell B Shares of issued Shell B Share capital

Shell Asset Management Company B.V. 623,017 0.02553 ———————— ————————TOTAL 623,017 0.02553

———————— ————————5.5 Dealings in relevant securities in Shell

BG

(a) During the Offer Period, the following dealings in Shell Shares by BG Directors, theirconnected persons and persons acting in concert with BG have taken place:

(i) BG Directors and their connected persons

Name of Director Date Nature of Number of Pricedealings Shell A Shares (Euro)

Lim Haw-Kuang 15 April 2015 Sale 4,000 29.06

24.4(a)(iii)

24.4(a)(ii)(b)

Class of relevant security Shell A shares Shell B shares Exercise price

Long Term Incentive Plan**

Ben van Beurden 425,818(A) Nil Nil

Simon Henry Nil 315,121(A) Nil

Deferred Bonus Plan**

Ben van Beurden 86,864(B) Nil Nil

Simon Henry Nil 115,712(C) Nil

25.4(c)

103

(ii) Persons acting in concert with BG

Number ofNature of Shell A

Name of party Date dealings Shares High Price Low Price

Goldman, 8 April 2015 – Purchase 605,112 US$31.3675 US$23.49Sachs & Co. 18 December

2015

8 April 2015 – Sale 285,000 US$27.6488 US$24.728418 December 2015

8 April 2015 – Purchase 240,103 €28.7996 €21.3518 December2015

8 April 2015 – Sale 500,215 €28.7996 €20.8018 December2015

8 April 2015 – Purchase 186,837 2,014 1,519.7118 December pence pence2015

8 April 2015 – Sale 186,837 2,014 1,519.7118 December pence pence2015

8 April 2015 – Purchase 3,006,571* US$72.50 US$44.5318 December2015

8 April 2015 – Sale 2,922,717* US$80 US$44.5418 December2015

8 April 2015 – Purchase 639,400 US$70 US$42.5018 December (call option)2015

8 April 2015 – Sale 788,600 US$75 US$4018 December (call option)2015

8 April 2015 – Exercise 323,400 US$67.50 US$5018 December (call option)2015

8 April 2015 – Purchase 54,400 US$62.50 US$47.5018 December (put option)2015

8 April 2015 – Sale 92,200 US$70 US$4018 December (put option)2015

8 April 2015 – Exercise 37,400 US$72.50 US$5018 December (put option)2015

Goldman 8 April 2015 – Sale 14,884* US$62.6535 US$50.608Sachs Financial, 18 December Markets L.P. 2015

104

Number ofNature of Shell A


8 April 2015 – Sale 9,600 US$60.097 US$60.09718 December (call option)2015

8 April 2015 – Sale 45,000 US$56.5852 US$56.585218 December (equity swap)2015

Goldman 8 April 2015 – Purchase 633,700 €27.025 €21.135Sachs (Asia) 18 December (call option)Finance 2015

8 April 2015 – Sale 633,700 €26.675 €21.07518 December (call option)2015

*These shares are held in the form of Shell A ADSs (one Shell A ADS being equivalent to two Shell AShares).

Nature of Number ofName of party Date dealings Shell A Shares

Goldman Sachs 8 April 2015 – Purchase 6,532Financial Markets, 18 December (loan)L.P. 2015

Name of party Date Nature of Number of Pricedealing Shell A Shares (Euro)

Morgan Stanley 5 June 2015 Sale 200,000 26.035Equity Derivative Services (Luxembourg) s.á r.l.

Morgan Stanley 5 June 2015 Purchase 200,000 26.035Equity Derivative Services (Luxembourg) s.á r.l.

Number ofNature of Shell B


Goldman, 8 April 2015 – Purchase 26,785 1,845.33 1,558.7Sachs & Co. 18 December pence pence

2015

8 April 2015 – Sale 26,785 1,845.33 1,558.718 December pence pence2015

8 April 2015 – Purchase 4,688 US$25.3712 US$25.371218 December2015

8 April 2015 – Sale 4,688 US$25.3712 US$25.371218 December2015

8 April 2015 – Purchase 1,370,872* US$65.4631 US$44.7518 December 2015

105

Number ofNature of Shell B


8 April 2015 – Sale 1,367,214* US$65.4787 US$44.7418 December2015

8 April 2015 – Sale 294,200 US$65 US$6518 December (call option)2015

8 April 2015 – Purchase 22,307 US$58.79 US$45.9218 December (CFDs)2015

8 April 2015 – Sale 20,496 US$59.20 US$46.4218 December (CFDs)2015

*These shares are held in the form of Shell B ADSs (one Shell B ADS being equivalent to two Shell BShares).

Name of party Date of Nature of Number of Price dealing the dealing Shell B Shares (USD)

J.P. Morgan Limited 12 November Sale 578* 48.8601 per and its affiliates 2015 Shell B ADS

*These Shell B Shares are held in the form of Shell B ADSs (one Shell B ADS being equivalent to two ShellB Shares).

Shell

(b) During the Disclosure Period, the following dealings in Shell Shares by Shell Directors, theirconnected persons and persons acting in concert with Shell have taken place:

(i) Shell Directors

Name of Director Date Nature of Number of Pricedealings Shell A Shares

Gerard Kleisterlee 25 June 2014 Acquired through 60 €29.86the Scrip Dividend Programme

Ben van Beurden 26 June 2014 Rollover of 2,956 €30.06dividends into Royal Dutch Shell plc shares held under the Performance Share Plan, Long-Term Incentive Plan and Deferred Bonus Plan

Ben van Beurden 26 June 2014 Purchase using 116 €30.1792cash dividend

Ben van Beurden 25 September Rollover of 3,138 €30.002014 dividends into

Royal Dutch Shellplc shares heldunder thePerformance SharePlan, Long-TermIncentive Plan andDeferred Bonus Plan

24.4(c)

106


Ben van Beurden 25 September Purchase using 130 €29.944862014 cash dividend

Ben van Beurden 22 December Rollover of 3,622 €27.732014 dividends into

Royal Dutch Shellplc shares heldunder the Performance Share Plan, Long-Term Incentive Plan and Deferred Bonus Plan

Ben van Beurden 22 December Purchase using 142 €27.7554132014 cash dividend

Gerard Kleisterlee 22 December Acquired through 63 €26.252014 the Dividend

Reinvestment Plan

Ben van Beurden 30 January Award of Royal Dutch 61,281 N/A2015 Shell plc shares

under the DeferredBonus Plan

Ben van Beurden 30 January Award of Royal Dutch 180,575 N/A2015 Shell plc shares

under the Long-Term Incentive Plan

Ben van Beurden 17 February Vesting of 2012 29,801 N/A2015 Performance Share

Plan Award

Gerard Kleisterlee 20 March Acquired through 68 €27.882015 the Dividend

Reinvestment Plan

Ben van Beurden 20 March Rollover of 7,254 €28.502015 dividends into

Royal Dutch Shellplc shares heldunder the Long-Term Incentive Plan and Deferred Bonus Plan

Ben van Beurden 23 March Purchase using cash 157 €28.8162015 dividend

Ben van Beurden 22 June 2015 Rollover of 7,794 €26.095dividends into Royal Dutch Shell plc shares held under the Long-Term Incentive Plan and Deferred Bonus Plan

Ben van Beurden 23 June 2015 Purchase using cash 362 €26.3313dividend

107


Simon Henry 31 July 2015 Purchase 10,000 €26.12

Simon Henry 3 August 2015 Purchase 10,000 €26.29

Simon Henry 5 August Purchase 10,000 €26.302015

Simon Henry 28 August Purchase 10,000 €23.1942015

Ben van Beurden 22 September Rollover of 9,454 €22.0252015 dividends into Royal

Dutch Shell plc shares held under the Long-Term Incentive Plan and Deferred Bonus Plan

Ben van Beurden 23 September Purchase using cash 454 €21.45932015 dividend

Ben van Beurden 18 December Rollover of 10,632 €20.302015 dividends into Royal


Name of Director Date Nature of Number of Pricedealings Shell B Shares

Simon Henry 27 May 2014 Sale 10,000 2,450pence


Simon Henry 26 June 2014 Rollover of 4,387 2,526.5 dividends into penceRoyal Dutch Shell plc shares held under the Long-Term Incentive Plan and Deferred Bonus Plan

Simon Henry 26 June 2014 Purchase using 3,032 2,526.21cash dividend pence

Patricia A. Woertz 1 August 2014 Purchase 6,000* $85.829 per Shell B ADS

Simon Henry 4 August 2014 Sale 30,000 2,551.5pence

Simon Henry 4 August 2014 Sale 20,000 2,547.1pence

108


Simon Henry 25 September Rollover of 4,791 2,427.5 2014 dividends into Royal pence


Simon Henry 25 September Purchase using 2,563 2,454.742014 cash dividend pence

Charles Holliday 4 November Purchase 10,000* $71.65 per 2014 Shell B ADS

Simon Henry 22 December Rollover of 5,435 2,245.5 2014 dividends into Royal pence


Simon Henry 22 December Purchase using 2,895 2,279.422014 cash dividend pence

Simon Henry 30 January Award of Royal Dutch 33,972 N/A2015 Shell plc shares under

the Deferred Bonus Plan

Simon Henry 30 January Award of Royal Dutch 99,451 N/A2015 Shell plc shares under

the Long-Term Incentive Plan

Simon Henry 17 February Vesting of 2012 45,321 N/A2015 Deferred Bonus

Plan

Simon Henry 17 February Vesting of 2012 80,645 N/A2015 Long-Term

Incentive Plan

Guy Elliott 1 March 2015 Inheritance 100 N/A

Simon Henry 20 March Rollover of 5,771 2,1712015 dividends into pence

Royal Dutch Shell plc shares held under the Long-Term Incentive Plan and Deferred Bonus Plan

Simon Henry 23 March Purchase using 3,223 2,146.52015 cash dividend pence


109


Simon Henry 23 June 2015 Rollover of 6,798 1,902.5dividends into penceRoyal Dutch Shell plc shares held under the Long-Term Incentive Plan and Deferred Bonus Plan

Simon Henry 23 June 2015 Purchase using cash 4,329 1,900.47 dividend pence

Charles O. Holliday 31 July 2015 Purchase 1,400* $58.74 per Shell B ADS



Linda G. Stuntz 4 August 2015 Purchase 4,000* $57.71 per Shell B ADS

Euleen Goh 13 August Purchase 5,000 1,8902015 pence

Simon Henry 22 September Rollover of 8,018 1,5962015 dividends into Royal pence


Simon Henry 23 September Purchase using cash 5,221 1,609.942015 dividend pence

Simon Henry 18 December Rollover of 8,924 1,4692015 dividends into Royal pence


*These shares are held in the form of Shell B ADSs (one Shell B ADS being equivalent to two Shell BShares).

(ii) Persons acting in concert with Shell

Name of party Date Nature of Number of Low price High price dealings Shell A Shares (USD) (USD)

Bank of 8 April 2014 – Purchase 13,650 36.4457 41.7528America 7 July 2014Merrill Lynch and its 8 April 2014 – Sale 17,391 36.4456 41.7596affiliates 7 July 2014

8 July 2014 – Purchase 31,446 36.6993 41.43757 October 2014

110

Name of party Date Nature of Number of Low price High price dealings Shell A Shares (USD) (USD)

8 July 2014 – Sale 17,744 36.6159 41.49407 October 2014

8 October Purchase 55,029 30.9902 36.59392014 – 7 January 2015

8 October Sale 18,874 30.9901 37.28782014 – 7 January 2015

8 January Purchase 8,817 30.7065 33.48002015 – 7 February 2015

8 January Sale 30,231 30.5938 33.31002015 – 7 February 2015

8 February Purchase 34,342 30.9855 33.42182015 – 7 March 2015

8 February Sale 3,160 30.9589 33.39322015 – 7 March 2015

8 March Purchase 5,766 28.9565 31.40932015 – 7 April 2015

8 March Sale 3,503 28.5679 31.27882015 –7 April 2015



Name of party Date Nature of Number of Low price High price dealings Shell A ADSs* (USD) (USD)

Bank of 8 April 2014 – Purchase 432,995 73.2000 83.3800America 7 July 2014Merrill Lynch and its 8 April 2014 – Sale 163,102 73.3300 83.3556affiliates 7 July 2014

8 July 2014 – Purchase 256,740 73.1300 83.16007 October 2014

8 July 2014 – Sale 284,882 73.1700 83.07007 October 2014


111

112

Name of party Date Nature of Number of Low price High price dealings Shell A ADSs* (USD) (USD)



8 January Sale 887,482 60.7600 67.03582015 – 7 February 2015



8 March Purchase 139,614 56.8838 62.78002015 – 7 April 2015

8 March Sale 232,147 56.9000 62.84002015 – 7 April 2015

8 April 2015 – Purchase 19 46.7600 51.420018 December 2015

8 April 2015 – Sale 1,970 43.6035 50.080018 December2015

* One Shell A ADS is equivalent to two Shell A Shares.

Name of party Date Nature of Number of Low price High price dealings Shell A Swaps (USD) (USD)

Bank of 8 April 2014 – Purchase 24,300 73.4798 83.1098America 7 July 2014 (swap)Merrill Lynch and its 8 April 2014 – Sale (swap) 33,800 73.4685 83.1202affiliates 7 July 2014

8 July 2014 – Purchase 23,600 73.4233 83.03987 October (swap)2014

8 July 2014 – Sale (swap) 99,800 73.3602 82.53697 October 2014

8 October Purchase 121,200 61.2023 74.25982014 – (swap)7 January 2015

8 October Sale (swap) 31,000 61.6165 71.65022014 – 7 January 2015

Name of party Date Nature of Number of Low price High price dealings Shell A Swaps (USD) (USD)

8 January Purchase 3,000 61.7298 66.51482015 – (swap)7 February 2015

8 January Sale (swap) 8,400 61.2990 66.74422015 – 7 February 2015

8 February Purchase 900 62.8398 65.99982015 – (swap)7 March 2015

8 February Sale (swap) 2,400 62.3752 67.08022015 – 7 March 2015

8 March Purchase 3,300 57.6898 61.77982015 – (swap)7 April 2015

8 March Sale (swap) 3,800 56.9702 62.66522015 – 7 April 2015

8 April 2015 – Purchase 0 N/A N/A18 December (swap)2015

8 April 2015 – Sale (swap) 0 N/A N/A18 December2015

Name of party Date Nature of Number Exercise Expiry date Optiondealings of Shell A price range price

Options range range(USD) (USD)

Bank of America 8 April 2014 – Purchase 1,243 32.5000 – 19 April 2014 – 0.1000 –Merrill Lynch and 7 July 2014 (call option) 95.0000 15 January 2016 4.8000its affiliates

8 April 2014 – Sale 822 72.5000 – 19 April 2014 – 0.4000 –7 July 2014 (call option) 90.0000 18 January 2015 8.8000

8 April 2014 – Purchase 666 60.0000 – 19 April 2014 – 0.2000 –7 July 2014 (put option) 80.0000 18 January 2015 3.1000

8 April 2014 – Sale 437 50.0000 – 17 May 2014 – 0.1000 –7 July 2014 (put option) 82.5000 18 January 2015 5.4000

8 July 2014 – Purchase 495 60.0000 – 16 August 2014 – 0.2500 –7 October 2014 (call option) 85.0000 15 January 2016 18.8000

8 July 2014 – Sale 1,306 60.0000 – 19 July 2014 – 0.0500 –7 October 2014 (call option) 85.0000 19 April 2015 13.9000

8 July 2014 – Purchase 209 65.0000 – 16 August 2014 – 0.3000 –7 October 2014 (put option) 80.0000 19 April 2015 3.4000

8 July 2014 – Sale 130 62.5000 – 16 August 2014 – 0.2500 –7 October 2014 (put option) 82.5000 18 January 2015 5.5000

8 October 2014 – Purchase 1,149 45.0000 – 22 November 2014 – 0.0500 –7 January 2015 (call option) 80.0000 15 January 2016 23.2000

8 October 2014 – Sale 792 52.5000 – 18 October 2014 – 0.0700 –7 January 2015 (call option) 85.0000 15 January 2016 14.9000

8 October 2014 – Purchase 256 47.5000 – 22 November 2014 – 0.1000 –7 January 2015 (put option) 72.5000 15 January 2016 6.0000

113

Name of party Date Nature of Number Exercise Expiry date Optiondealings of Shell A price range price


8 October 2014 – Sale 179 57.5000 – 22 November 2014 – 0.3000 –7 January 2015 (put option) 75.0000 18 April 2015 12.4000

8 January 2015 – Purchase 1,934 52.5000 – 17 January 2015 – 0.1000 –7 February 2015 (call option) 80.0000 17 January 2016 13.8000

8 January 2015 – Sale 766 65.0000 – 21 February 2015 – 0.2800 –7 February 2015 (call option) 75.0000 18 July 2015 2.9500

8 January 2015 – Purchase 85 52.5000 – 17 January 2015 – 1.0000 –7 February 2015 (put option) 75.0000 17 January 2016 12.4000

8 January 2015 – Sale 107 55.0000 – 17 January 2015 – 0.2500 –7 February 2015 (put option) 72.5000 18 April 2015 9.0200

8 February 2015 – Purchase 1,057 65.0000 – 20 March 2015 – 0.1000 –7 March 2015 (call option) 75.0000 15 January 2016 3.1000

8 February 2015 – Sale 805 60.0000 – 20 February 2015 – 0.1000 –7 March 2015 (call option) 80.0000 17 January 2016 7.9000

8 February 2015 – Purchase 249 60.0000 – 21 February 2015 – 0.0500 –7 March 2015 (put option) 65.0000 17 October 2015 3.3000

8 February 2015 – Sale 2 60.0000 – 18 July 2015 – 2.4000 –7 March 2015 (put option) 60.0000 18 July 2015 2.4000

8 March 2015 – Purchase 1,242 57.5000 – 17 April 2015 – 0.0500 –7 April 2015 (call option) 75.0000 17 January 2016 4.6000

8 March 2015 – Sale 1,110 60.0000 – 21 March 2015 – 0.0500 –7 April 2015 (call option) 72.5000 17 January 2016 3.7000

8 March 2015 – Purchase 49 47.5000 – 18 April 2015 – 0.4500 –7 April 2015 (put option) 60.0000 17 January 2016 1.7000

8 March 2015 – Sale 55 55.0000 – 21 March 2015 – 1.1000 –7 April 2015 (put option) 70.0000 18 April 2015 11.5000

8 April 2015 – Purchase 0 N/A N/A N/A18 December (call option)2015

8 April 2015 – Sale 0 N/A N/A N/A18 December (call option)2015

8 April 2015 – Purchase 0 N/A N/A N/A18 December (put option)2015

8 April 2015 – Sale 0 N/A N/A N/A18 December (put option)2015

Name of party Date Nature of Number of Low price High pricedealings Shell B Shares (USD) (USD)


8 April 2014 Sale 10,144 39.0858 43.9973– 7 July 2014



114

Name of party Date Nature of Number of Low price High pricedealings Shell B Shares (USD) (USD)

8 October Purchase 41,316 31.5501 38.02892014 –7 January2015

8 October Sale 15,024 31.6163 38.72392014 –7 January2015

8 January Purchase 24,863 31.5000 34.82602015 – 7 February2015

8 January Sale 53,610 31.8653 35.21652015 – 7 February2015




8 March Sale 1,575 29.8238 33.02772015 –7 April 2015



Name of party Date Nature of Number of Low price High pricedealings Shell B Shares (GBP) (GBP)


8 April 2014 Sale 400 25.6758 25.6758– 7 July 2014

8 July 2014 Purchase 26,092 24.9634 25.5567– 7 Oct 2014

8 July 2014 Sale 0 N/A N/A– 7 Oct 2014

8 October Purchase 300 22.9885 23.65822014 – 7 January 2015

115

Name of party Date Nature of Number of Low price High pricedealings Shell B Shares (GBP) (GBP)

8 October Sale 0 N/A N/A2014 – 7 January 2015

8 January Purchase 0 N/A N/A2015 –7 February 2015

8 January Sale 0 N/A N/A2015 – 7 February 2015

8 February Purchase 0 N/A N/A2015 – 7 March 2015

8 February Sale 0 N/A N/A2015 – 7 March 2015

8 March 2015 Purchase 0 N/A N/A– 7 April 2015

8 March 2015 Sale 0 N/A N/A– 7 April 2015


8 April 2015 – Sale 0 N/A N/A18 December2015

Name of party Date Nature of Number of Low price High pricedealings Shell B ADSs* (USD) (USD)


8 April 2014 Sale 462,197 78.4360 88.0826– 7 July 2014




116

Name of party Date Nature of Number of Low price High pricedealings Shell B ADSs* (USD) (USD)



8 January Sale 473,627 62.6008 70.15002015 – 7 February2015




8 March 2015 Sale 178,223 59.4000 66.3803– 7 April 2015

8 April 2015 – Purchase 2,280 46.0554 50.737918 December 2015

8 April 2015 – Sale 613 50.5004 60.310118 December 2015

* One Shell B ADS is equivalent to two Shell B Shares.

Name of party Date Nature of Number of Low price High pricedealings Shell B Swaps (USD) (USD)

Bank of America 8 April 2014 Purchase 16,100 78.5798 87.8265Merrill Lynch – 7 July 2014 (swap)and its affiliates

8 April 2014 Sale 14,100 79.0206 87.5602– 7 July 2014 (swap)

8 July 2014 Purchase 10,100 76.3298 87.2348– 7 October (swap)2014

8 July 2014 Sale 14,400 76.5152 86.9602– 7 October (swap)2014

8 October Purchase 17,000 66.1848 76.32312014 – (swap)7 January 2015

117

Name of party Date Nature of Number of Low price High pricedealings Shell B Swaps (USD) (USD)

8 October Sale 21,700 63.1611 75.28732014 – (swap)7 January 2015

8 January Purchase 2,700 68.8665 68.86652015 – (swap)7 February 2015

8 January Sale 4,600 64.4166 66.52332015 – (swap)7 February 2015

8 February Purchase 0 N/A N/A2015 – (swap)7 March 2015

8 February Sale 0 N/A N/A2015 – (swap)7 March 2015

8 March 2015 Purchase 0 N/A N/A– 7 April 2015 (swap)

8 March 2015 Sale 0 N/A N/A– 7 April 2015 (swap)

8 April 2015 – Purchase 0 N/A N/A18 December (swap)2015

8 April 2015 – Sale 0 N/A N/A18 December (swap)2015

Name of party Date Nature of Number Exercise Expiry date Optiondealings of Shell B price range price


Bank of America 8 April 2014– Purchase 341 80.0000 – 19 July 2014 – 0.0500 –Merrill Lynch 7 July 2014 (call option) 95.0000 18 January 2015 3.1300and its affiliates

8 April 2014 – Sale 147 75.0000 – 19 April 2014 – 0.4500 –7 July 2014 (call option) 90.0000 18 October 2014 7.4900

8 April 2014 – Purchase 33 65.0000 – 19 July 2014 – 0.0500 –7 July 2014 (put option) 85.0000 18 October 2014 2.2500

8 April 2014 – Sale 5 75.0000 – 19 July 2014 – 0.3500 –7 July 2014 (put option) 85.0000 18 January 2015 3.4000

8 July 2014 – Purchase 148 80.0000 – 16 August 2014 – 0.1000 –7 October 2014 (call option) 90.0000 19 April 2015 2.5500

8 July 2014 – Sale 120 80.0000 – 19 July 2014 – 0.1000 –7 October 2014 (call option) 90.0000 18 January 2015 4.5000

8 July 2014 – Purchase 8 70.0000 – 22 November 2014 – 0.4000 –7 October 2014 (put option) 80.0000 18 January 2015 1.4500

8 July 2014 – Sale 14 80.0000 – 18 January 2015 – 2.4000 –7 October 2014 (put option) 80.0000 18 January 2015 2.4000

8 October 2014 – Purchase 234 70.0000 – 22 November 2014 – 0.0500 –7 January 2015 (call option) 85.0000 19 July 2015 2.4000

118

Name of party Date Nature of Number Exercise Expiry date Optiondealings of Shell B price range price


8 October 2014 – Sale 150 65.0000 – 17 January 2015 – 0.0500 –7 January 2015 (call option) 90.0000 19 July 2015 8.9000

8 October 2014 – Purchase 82 60.0000 – 22 November 2014 – 0.0500 –7 January 2015 (put option) 80.0000 18 April 2015 6.6000

8 October 2014 – Sale 0 N/A N/A N/A7 January 2015 (put option)

8 January 2015 – Purchase 107 65.0000 – 21 February 2015 – 0.1500 –7 February 2015 (call option) 80.0000 18 July 2015 2.8000

8 January 2015 – Sale 12 50.0000 – 17 January 2015 – 0.1000 –7 February 2015 (call option) 90.0000 21 March 2015 14.5000

8 January 2015 – Purchase 26 60.0000 – 21 March 2015 – 0.6000 –7 February 2015 (put option) 65.0000 18 July 2015 5.2000

8 January 2015 – Sale 5 65.0000 – 21 February 2015 – 0.3500 –7 February 2015 (put option) 65.0000 21 February 2015 0.3500

8 February 2015 – Purchase 112 70.0000 – 21 March 2015 – 0.2500 –7 March 2015 (call option) 75.0000 18 July 2015 2.5000

8 February 2015 – Sale 0 N/A N/A N/A7 March 2015 (call option)

8 February 2015 – Purchase 19 60.0000 – 17 April 2015 – 0.3000 –7 March 2015 (put option) 75.0000 18 July 2015 9.0000

8 February 2015 – Sale 0 N/A N/A N/A7 March 2015 (put option)

8 March 2015 – Purchase 88 65.0000 – 16 May 2015 – 0.5000 –7 April 2015 (call option) 70.0000 18 July 2015 3.0000

8 March 2015 – Sale 36 70.0000 – 17 July 2015 – 0.2500 –7 April 2015 (call option) 75.0000 18 July 2015 0.3500

8 March 2015 – Purchase 33 60.0000 – 16 May 2015 – 0.3000 –7 April 2015 (put option) 65.0000 17 October 2015 8.5000

8 March 2015 – Sale 5 65.0000 – 18 April 2015 – 1.3500 –7 April 2015 (put option) 65.0000 18 April 2015 1.3500

8 April 2015 – Purchase 0 N/A N/A N/A18 December (call option)2015

8 April 2015 – Sale 0 N/A N/A N/A18 December (call option)2015

8 April 2015 – Purchase 0 N/A N/A N/A18 December (put option)2015

8 April 2015 – Sale 0 N/A N/A N/A18 December (put option)2015

Name of party Date Nature of Number of Low price High price dealings Shell A Shares (pence) (pence)


8 July 2014 Purchase 15,854 2,367.50 2,414.00– 7 October 2014 Sale 31,149 2,367.50 2,441.00

8 October Purchase 13,330 2,170.00 2,283.502014 – 7 January 2015 Sale 357,112 1,943.00 2,281.00

119

Name of party Date Nature of Number of Low price High price dealings Shell A Shares (pence) (pence)

8 January Purchase 85,554 2,069.00 2,117.002015 – 7 February 2015 Sale 127,534 2,066.00 2,180.00

8 February Purchase 13,063 2,047.00 2,114.002015 – 7 March 2015 Sale 11,445 2,047.00 2,122.50

8 March 2015 Purchase 18,423 1,935.50 2,078.00– 7 April 2015 Sale 85,606 2,030.00 2,069.00

8 April 2015 – Purchase 119,964 1,786.50 1,836.0018 December2015 Sale 744,320 1,453.50 1,787.31

Name of party Date Nature of Number of Low price High price dealings Shell B Shares (pence) (pence)


8 July 2014 Purchase 7,702 2,538.00 2,538.00– 7 October 2014 Sale 31,203 2,500.00 2,545.00

8 October Purchase 16,634 2,171.50 2,336.002014 – 7 January 2015 Sale 273,176 2,094.00 2,391.00

8 January Purchase 58,733 2,160.00 2,176.002015 – 7 February 2015 Sale 83,160 2,129.00 2,250.00

8 February Purchase 3,238 2,193.00 2,193.002015 – 7 March 2015 Sale 18,008 2,144.00 2,214.00

8 March 2015 Purchase 14,213 2,025.50 2,189.50– 7 April 2015

Sale 56,121 2,141.00 2,170.00

8 April 2015 – Purchase 47,161 1,807.00 1,826.0018 December 2015 Sale 795,627 1,460.00 1,815.00

120

5.6 General

Save as disclosed in this document:

(a) as at the Disclosure Date, none of: (i) BG; (ii) any director of BG, or any connected personof any such director; or (iii) any other person acting in concert with BG, had any interest in,right to subscribe in respect of, or short position in relation to relevant BG securities; andno such person has dealt in any relevant securities of BG during the Offer Period;

(b) as at the Disclosure Date, none of: (i) BG; (ii) any director of BG, or any connected personof any such director; or (iii) any other person acting in concert with BG, had any interest in,right to subscribe in respect of, or short position in relation to relevant Shell securities; andno such person has dealt in any relevant securities of Shell during the Offer Period;

(c) as at the Disclosure Date, neither BG nor any person acting in concert with it hadborrowed or lent any relevant securities of BG (including any financial collateralarrangements), save for borrowed shares which have been either on-lent or sold;

(d) as at the Disclosure Date, neither BG nor any person acting in concert with it hadborrowed or lent any relevant securities of Shell (including any financial collateralarrangements), save for borrowed shares which have been either on-lent or sold;

(e) as at the Disclosure Date, none of: (i) Shell; (ii) any director of Shell or any connectedperson of any such director; or (iii) any other person acting in concert with Shell, had anyinterest in, right to subscribe in respect of, or short position in respect of relevantsecurities of BG; and no such person has dealt in any relevant securities of BG during theDisclosure Period;

(f) as at the Disclosure Date, none of: (i) Shell; (ii) any director of Shell or any connectedperson of any such director; or (iii) any other person acting in concert with Shell, had anyinterest in, right to subscribe in respect of, or short position in respect of relevantsecurities of Shell; and no such person has dealt in any relevant securities of Shell duringthe Disclosure Period;

(g) as at the Disclosure Date, neither Shell nor any person acting in concert with Shell hadborrowed or lent any relevant securities of BG (including any financial collateralarrangements), save for borrowed shares which have been either on-lent or sold;

(h) as at the Disclosure Date, neither Shell nor any person acting in concert with Shell hadborrowed or lent any relevant securities of Shell (including any financial collateralarrangements), save for borrowed shares which have been either on-lent or sold;

(i) as at the Disclosure Date, save for the irrevocable undertakings described in paragraph 6below, neither BG nor any person acting in concert with BG has any arrangement inrespect of relevant securities of BG or Shell of the kind referred to in Note 11 on thedefinition of acting in concert of the City Code with any other person; and

(j) as at the Disclosure Date, save for the irrevocable undertakings described in paragraph 6below, neither Shell nor any person acting in concert with Shell has any arrangement inrespect of relevant securities of BG or Shell of the kind referred to in Note 11 on thedefinition of acting in concert of the City Code with any other person.

25.4(a)(iv)

25.4(b)

25.4(a)(iv)

25.4(b)

24.4(a)

24.4(b)/(c)

24.4(a)

24.4(b)/(c)

24.4(a)(iv)

24.4(b)

24.4(a)(iv)

24.4(b)

25.4(b)

25.4(a)(ii)(c)

25.6

24.4(b)

24.4(a)(ii)(c)

24.13

25.4(a)

25.4(b)/(c)

25.4(a)

25.4(b)/(c)

121

6. Irrevocable undertakings

Shell has received irrevocable undertakings from the BG Directors to vote in favour of the Scheme inrespect of their own beneficial holdings of 231,187 BG Shares, representing in aggregate approximately0.00638 per cent. of BG’s issued share capital on the Latest Practicable Date, comprised as follows:

Name of BG Director Number of Percentage of BG issued BG Shares share capital

Andrew Gould 65,000 0.00179

Helge Lund 16,771 0.00046

Simon Lowth 28,913 0.00080

Sir John Hood 8,795 0.00024

Vivienne Cox 6,370 0.00018

Pamela Daley 32,000 0.00088

Martin Ferguson 650 0.00002

Baroness Hogg 19,788 0.00055

Caio Koch-Weser 3,600 0.00010

Lim Haw-Kuang 8,367 0.00023

Sir David Manning 3,818 0.00011

Mark Seligman 24,705 0.00068

Patrick Thomas 12,410 0.00034 ———————— ————————TOTAL 231,187 0.00638

———————— ————————These irrevocable undertakings remain binding if a higher competing offer for BG is made but cease to bebinding on and from the earlier of: (i) the Long Stop Date; and (ii) the date on which the Scheme iswithdrawn or lapses in accordance with its terms.

7. Service contracts, letters of appointment and termination arrangements of the BG Directors

7.1 BG Executive Directors

The BG Executive Directors have entered into service agreements with the BG Group assummarised below:

(a) Mr Lund is engaged under a service agreement with BG dated 15 October 2014 (asamended) which became effective on 9 February 2015 under which he receives an annualbase salary of £1,500,000. Mr Lowth is engaged under a service agreement with BG dated3 July 2013 under which he receives an annual base salary of £740,000.

(b) The BG Executive Directors can choose to participate in the BG defined contributionpension plan (the “BG Group Retirement Benefits Plan”) or to receive a cash payment inlieu of the contributions that BG would have made into such plan (or a combinationthereof). Each of the BG Executive Directors currently receives 30 per cent. of his annualbase salary as a cash payment and BG makes no additional contributions into the BGGroup Retirement Benefits Plan in respect of the BG Executive Directors.

(c) The benefits provided to BG Executive Directors include life assurance, income protection,personal accident insurance, company car or cash in lieu of company car, chauffeurservices, spousal travel, relocation, financial counselling, medical insurance and anytaxable business expenses, including the applicable tax.

(d) Each BG Executive Director participates in the BG Annual Incentive Scheme, under whichawards are delivered in the form of cash but which may then be subject to automaticdeferral into share awards under the Deferred Bonus Plan and/or voluntary deferral intoshare awards under the Voluntary Bonus Deferral Plan. Awards under the Annual Incentive

25.5(a)/(b)

24.3(d)(x)

25.7(b)

122

Scheme are subject to the following business performance metrics: Group EPS, GroupROACE, project performance, Group HSSE and individual performance.

(e) The BG Executive Directors participate in the BG Long Term Incentive Plan 2008, underwhich they are eligible to receive awards over BG Shares that vest subject to theachievement of business performance conditions. Details of the effect of the Combinationon the LTIP awards held by the BG Executive Directors are set out in paragraph 13 of Part II(Explanatory Statement) of this document. They are also eligible to participate in the BGall-employee share plans (the Share Incentive Plan and the BG Sharesave Plan 2008) onthe same basis as other employees.

(f) Each BG Executive Director’s service agreement is terminable by either party on 12 months’written notice. As an alternative to giving notice, BG may in its discretion terminate theemployment of a BG Executive Director immediately by making him a payment in lieu ofnotice equal to 130 per cent. of his salary (which includes the individual’s entitlement to acash payment in lieu of pension contributions) in respect of any unexpired period of hisnotice.

(g) Each of the BG Executive Directors’ service agreements contains a change of controlprovision. Under this provision, if a BG Executive Director’s employment is terminatedwithin 12 months of a change of control he is entitled to be paid liquidated damages equalto 130 per cent. of the individual’s annual salary (which includes the individual’sentitlement to a cash payment in lieu of pension contributions). In addition, all the BGShare Plans contain provisions relating to a change of control, as described in paragraph 13of Part II (Explanatory Statement) of this document. The Combination would be a changeof control for the purposes of the Executive Directors’ service agreements.

As indicated above at paragraph 4 of Part II (Explanatory Statement) of this document, Mr Lund’sand Mr Lowth’s employment with BG will terminate on the day following the Effective Date. Inaccordance with their service contracts, they will each be entitled to receive a lump sum change ofcontrol payment, calculated as set out at paragraph (g) above.

Each of the BG Executive Directors will also be treated as a “good leaver” for the purposes of theBG Share Plans. Their New Shell PSA (the details of which are described at paragraph 13 of Part II(Explanatory Statement) above) will continue and will vest on the normal vesting date, subject tothe achievement of the applicable Shell performance conditions. A reduction for time pro-ratingin accordance with the rules of the BG LTIP will be applied (reflecting the original three yearvesting period), consistent with the determinations in relation thereto made by the BGNon-Executive Directors. Any Shell B Shares acquired on the vesting of the New Shell PSA will notbe subject to a subsequent holding period.

Each of Mr Lund and Mr Lowth will be paid a cash bonus in March 2016 in respect of the 2015financial year, subject to the BG Remuneration Committee’s assessment of performance duringthe year. Neither BG Executive Director will be entitled to a bonus in respect of any part of the 2016financial year during which he works prior to the Effective Date providing that the Court Order ismade not later than 31 March 2016. If the Court Order is made after 31 March 2016, each of the BGExecutive Directors will be paid a pro-rated bonus in respect of the part of the 2016 financial yearduring which he works, subject to the BG Remuneration Committee’s assessment of performance.

It has been agreed that the BG Executive Directors will no longer be bound by theirpost-termination restrictive covenants (including their non-competition clause), save for arestriction on soliciting certain employees of the BG Group, which will continue to apply for12 months following termination of employment (in the case of Mr Lund), and six monthsfollowing termination of employment (in the case of Mr Lowth).

123

7.2 The Chairman and the other BG Non-Executive Directors

The BG Non-Executive Directors have entered into letters of appointment with the BG Group assummarised below:

(a) The Chairman is appointed under a letter of re-appointment with BG dated 27 October2015, under which he receives an annual fee of £725,000. His appointment may beterminated by either party on six months’ written notice. As an alternative to givingnotice, BG may in its discretion terminate the appointment of the Chairman immediatelyby making him a payment in lieu of notice of his fee in respect of any unexpired period ofhis notice.

(b) The BG Non-Executive Directors are each engaged under a letter of appointment with BG,under which they receive an annual basic fee of £82,000. BG also pays an additional fee tothe Senior Independent Director and to certain other BG Non-Executive Directors foracting as the Chairman or a member of a board committee.

(c) The BG Non-Executive Directors have no right to compensation on termination of theirappointments.

7.3 Other service contracts

Save as disclosed above, there are no service contracts between any BG Director or proposed director of BGand any member of the BG Group and no such contract has been entered into or amended within the sixmonths preceding the date of this document.

8. Material contracts

Save as set out in this paragraph 8.1, BG and its subsidiaries have not entered into any material contracts,other than contracts entered into in the ordinary course of business, since 7 April 2013 (being the date thatis two years before the commencement of the Offer Period).

8.1 BG Material Contracts

(a) QCLNG Pipeline SPA

BG International (AUS) Pty Limited (the “Seller”), BG Energy Holdings Limited (the “SellerGuarantor”), APA BidCo Pty Limited (the “Buyer”) and APT Pipelines Limited (the “BuyerGuarantor”) entered into a share sale and purchase agreement dated 10 December 2014 (the“QCLNG Pipeline SPA”) pursuant to which the Seller agreed to sell its wholly-owned subsidiary,QCLNG Pipeline Pty Limited, now known as APA WGP Pty Ltd (“QCLNG Pipeline”), to the Buyer.

QCLNG Pipeline owns a 543 kilometre, large-diameter underground pipeline network linking BG’snatural gas fields in southern Queensland to QCLNG, a two-train LNG export facility at Gladstoneon Australia’s east coast (the “Pipeline”).

The sale was conditional on the start of commercial LNG deliveries from the QCLNG export facilityat Gladstone and on partner consent. The conditions have been satisfied and completion of thedisposal occurred on 3 June 2015. The purchase price paid on completion was approximatelyUS$4.6 billion.

The Seller gave certain customary warranties and limited indemnities to the Buyer in relation toQCLNG Pipeline. In addition, the QCLNG Pipeline SPA required QCLNG Pipeline and QGC PtyLimited (“QGC”), a wholly-owned subsidiary of BG, to enter into a separate Claims Indemnity andManagement Deed (“CIMD”) at completion. Under the CIMD, QGC has given a further indemnityto QCLNG Pipeline in relation to certain contractor claims and QCLNG Pipeline has appointed QGCas its agent to manage such claims on its behalf.

The Seller Guarantor has agreed to guarantee (unconditionally and irrevocably) to the Buyer as acontinuing obligation that the Seller will comply with its obligations under the QCLNG PipelineSPA and has given a separate guarantee in respect of the CIMD. The Buyer Guarantor has given asimilar guarantee to the Seller in respect of the Buyer’s obligations under the QCLNG Pipeline SPA.

25.5(b)

25.7(a)

124

In addition, in connection with the QCLNG Pipeline SPA, certain of BG’s subsidiary companiesentered into agreements with QCLNG Pipeline whereby QCLNG Pipeline granted firm capacityrights in the Pipeline to the shippers for 20 years and the shippers committed to use such capacityrights. The Seller Guarantor has given a guarantee to QCLNG Pipeline in respect of theperformance and payment obligations of the shippers.

(b) QCLNG ASPA

On 6 May 2013, the following companies entered into an asset sale and purchase agreement (the“QCLNG ASPA”) in relation to the disposal of certain of BG’s Australian assets:

(i) QGC Pty Limited, QGC (Infrastructure) Pty Limited, Starzap Pty Ltd, BG International (AUS)Limited Partnership, BG International Limited, Pure Energy Resources Pty Limited, BNG(Surat) Pty Limited, Roma Petroleum Pty Limited, OME Resources Australia Pty Ltd, NewSouth Oil Pty Ltd, QGC Train 1 Pty Ltd and QGC Train 1 Tolling Pty Ltd (each a “BG Seller” and,together, the “BG Sellers”);

(ii) Walloons Coal Seam Gas Company Pty Ltd and QCLNG Operating Company Pty Ltd;

(iii) CNOOC Coal Seam Gas Company Pty Ltd, CNOOC Infrastructure Company Pty Ltd, CNOOCQCLNG Pty Ltd, CNOOC QCLNG Tolling Pty Ltd, CNOOC Gas and Power (AUS) InvestmentPty Ltd (each a “CNOOC Buyer” and, together, the “CNOOC Buyers”);

(iv) BG LNG Trading, LLC (Singapore Branch); and

(v) CNOOC Gas and Power Trading & Marketing Limited.

Under the terms of the QCLNG ASPA, the BG Sellers agreed to sell to the CNOOC Buyers:

(i) certain interests in upstream coal seam gas tenements in Australia and a further equitystake in the QCLNG project Train 1 liquefaction facility;

(ii) a 20 per cent. interest in the reserves and resources of certain tenements in the WalloonsFairway region of the Surat Basin, Queensland, increasing the equity ownership of ChinaNational Offshore Oil Corporation (“CNOOC”) and its affiliates from 5 per cent. to 25 percent.; and

(iii) a 25 per cent. interest in certain other upstream tenements held by the BG Sellers in theSurat and Bowen Basins, Queensland.

The sale was conditional upon the receipt of certain regulatory and government approvals,submission of export notifications and partner and third party consents. The conditions have beensatisfied and completion occurred in November 2013. The purchase price paid on completion wasUS$1.93 billion.

In addition, at completion, the CNOOC Buyers reimbursed the BG Sellers for QCLNG projectexpenditure commensurate with CNOOC’s increased interests for the period from 1 January 2012to 30 September 2013.

In addition, CNOOC has been granted an option to participate up to a 25 per cent. interest in oneof the potential expansion trains at QCLNG.

Under the terms of the QCLNG ASPA, the period during which claims could be brought by theCNOOC Buyers under the QCLNG ASPA (including a claim under the warranties) has now expired.

8.2 Shell Material Contract

Save as set out in this paragraph 8.2, Shell and its subsidiaries have not entered into any materialcontracts, other than contracts entered into in the ordinary course of business, since 7 April 2013 (being thedate that is two years before the commencement of the Offer Period).

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Bridge Credit Facility

Shell has entered into a bridge credit facility, being a £10,070,000,000 unsecured committed termfacility pursuant to a bridge credit facility agreement dated 1 May 2015 and made between: (i) Shellas original borrower; (ii) Shell as original guarantor; (iii) Barclays Bank plc as facility agent; and(iv) 19 of Shell’s relationship banks as original lenders and mandated lead arrangers for thepurposes of financing the Combination (the “Bridge Credit Facility”).

Subject to certain conditions, the Bridge Credit Facility will be available until the earlier of thecompletion of the Combination and 14 August 2016.

The rate of interest payable on borrowings under the Bridge Credit Facility is the aggregate of:

(i) the applicable margin (ranging from 0.15 per cent. to 0.70 per cent. per annum, andincreasing in respect of interest periods commencing later in the term of the Bridge CreditFacility); and

(ii) LIBOR.

An agency fee, arrangement fee, ticking fee and funding fee are also payable under the terms ofthe Bridge Credit Facility. The Bridge Credit Facility contains certain customary representations,undertakings, indemnities and events of default.

The Bridge Credit Facility is due to terminate, and all amounts drawn must be repaid in fulltogether with accrued interest and fees, on the earlier of the date falling: (i) 24 months after thedate of the Bridge Credit Facility; and (ii) 364 days after the first drawdown date.

9. Offer-related arrangements

9.1 Confidentiality Agreements

Shell and BG entered into a mutual confidentiality agreement dated 31 March 2015 pursuant towhich each of Shell and BG has undertaken, among other things, to keep certain informationrelating to the Combination and the other party confidential and not to disclose it to third parties(other than to permitted parties) unless required by law or regulation. These confidentialityobligations will remain in force until completion of the Combination.

Shell and BG also entered into a clean team confidentiality agreement dated 2 April 2015 whichsets out how any confidential information that is competitively sensitive can be disclosed, used orshared. In addition, Shell and BG entered into a joint defence agreement dated 13 May 2015 whichprovides for the protection of certain commercially sensitive information which is shared betweenBG and Shell and their legal counsel for the purposes of preparing antitrust or regulatory filings.

9.2 Co-operation Agreement

Shell and BG entered into the Co-operation Agreement dated 8 April 2015 pursuant to which Shellagreed to use its reasonable endeavours to secure the regulatory clearances and authorisationsnecessary to satisfy the Pre-Conditions (which have now been satisfied) and Conditions, includingby accepting the imposition of, or offering, commercially reasonable undertakings orcommitments by or to the relevant authorities.

Shell and BG agreed to certain undertakings to co-operate and provide each other with reasonableinformation, assistance and access in relation to the filings, submissions and notifications to bemade in relation to such regulatory clearances and authorisations. Shell and BG also agreed toprovide each other with reasonable information, assistance and access for the preparation of thekey shareholder documentation.

Shell and BG agreed certain matters regarding the Dutch Revenue Service providing itsconfirmation of the Dutch tax treatment of the issue of Shell B Shares and any dividends paid viathe dividend access arrangements as set out in paragraph 9 of Part II (Explanatory Statement) inconnection with the implementation of the Combination pursuant to the Scheme. This

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confirmation has been received, as described in paragraph 9 of Part II (Explanatory Statement) ofthis document.

Shell has the right to terminate the Co-operation Agreement if: (i) the BG Board withdraws ormodifies its recommendation of the Scheme; (ii) if the Court Meeting and the Court Hearing arenot held by the specified dates; (iii) upon a Break Payment Event (as defined below); and/or (iv)where a competing proposal is recommended or effected. The Co-operation Agreement will alsoterminate: (i) on Shell notifying BG of a Condition not having been satisfied or waived or havingbecome incapable of satisfaction or waiver (where its invocation has been permitted by the Panel);(ii) if the Scheme is withdrawn or lapses (other than pursuant to Shell’s right to switch to an Offeror where such withdrawal or lapse is followed within five Business Days by an announcement byShell or any person acting in concert with Shell of a firm intention to make an offer onsubstantially the same or improved terms); or (iii) if the Scheme has not become effective by theLong Stop Date.

The Co-operation Agreement records Shell’s and BG’s intention to implement the Combination byway of the Scheme, subject to the ability of Shell to proceed by way of an Offer: (i) with the consentof the BG Board; (ii) if a third party announces a firm intention to make an offer for BG which isrecommended by the BG Board; or (iii) if the BG Board otherwise withdraws its recommendationof the Combination.

By way of compensation for any loss suffered by BG in connection with the preparation andnegotiation of the Combination and the documents relating to it, Shell has agreed to pay orprocure the payment to BG of £750 million if:

l on or prior to the Long Stop Date, the Shell Board withdraws its recommendation to the ShellShareholders to vote in favour of the Combination, does not include such recommendation inthe Shell Circular or announces its intention not to do so, and, in any such case, Shell or BGexercises its right to terminate the Co-operation Agreement as a result;

l on or prior to the Long Stop Date, Shell invokes (with the permission of the Panel) anyRegulatory Condition; or

l on the Long Stop Date, any Regulatory Condition is not satisfied or waived by Shell,

(each a “Break Payment Event”).

However, no payment will be made if: (i) certain termination events have occurred; (ii) if the BreakPayment Event has been caused, to a material extent, by BG’s breach of certain obligations underthe Co-operation Agreement relating to co-operation and assistance with regulatory clearancesand authorisations and key transaction documents; or (iii) Shell has exercised its right toimplement the Combination by way of an Offer in circumstances where a third party’s firmintention to make an offer for BG has been recommended by the BG Board or the BG Board haswithdrawn its recommendation of the Scheme.

The Co-operation Agreement also contains provisions that will apply in respect of the BG SharePlans and certain other employee incentive arrangements.

10. Cash confirmation

The cash consideration payable pursuant to the Combination will be financed as set out in paragraph 7 ofPart II (Explanatory Statement) of this document. Bank of America Merrill Lynch is satisfied that sufficientresources are available to Shell to satisfy in full the cash consideration payable pursuant to theCombination.

11. Significant change

11.1 Save as disclosed in this document, there has been no significant change in the financial or tradingposition of the BG Group since 30 September 2015, being the date to which the BG Group’s lastpublished unaudited interim financial statements were prepared.

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11.2 Save as disclosed in this document, there has been no significant change in the financial or tradingposition of the Shell Group since 30 September 2015, being the date to which the Shell Group’s lastpublished unaudited interim financial statements were prepared, other than the US$5 billion ofcapital markets debt issued on 10 November 2015.

12. Sources and bases of selected financial information

12.1 The aggregate value of the cash component of the Consideration of £13.1 billion is calculated bymultiplying the offered amount of 383 pence in cash per BG Share by BG’s fully diluted sharecapital (as referred to in paragraph 12.5 below).

12.2 The aggregate value of the share component of the Consideration of £22.4 billion is calculated bymultiplying the number of Shell B Shares to be issued under the terms of the Combination13 (asreferred to in paragraph 12.7(b) below) by the Closing Price per Shell B Share of 1,469.00 pence onthe Latest Practicable Date.

12.3 The value attributed to the entire existing issued and to be issued share capital of BG under theterms of the Combination of £35.6 billion is the sum of the aggregate value of the cash componentand the aggregate value of the share component of the Consideration (as referred to inparagraphs 12.1 and 12.2 above respectively).

12.4 The percentage of the share capital of the Combined Group that will be owned by BG Shareholdersof 19.2 per cent. is calculated by dividing the number of New Shell Shares to be issued under theterms of the Combination referred to in paragraph 12.7(b) below (being 1,526,494,336) by the issuedshare capital of the Combined Group (as set out in paragraph 12.7 below) immediately followingLSE Admission and multiplying the resulting sum by 100 to produce a percentage.

12.5 The fully diluted share capital of BG of 3,427,243,681 BG Shares is calculated on the basis of:

(a) BG’s issued share capital as at the close of business on the Latest Practicable Date of3,417,884,793 BG Shares (excluding 204,570,932 BG Shares held in treasury); and

(b) 9,358,888 BG Shares which may be issued on or after the date of this document on theexercise of options or vesting of awards under the BG Share Plans.

12.6 There will be a number of factors affecting how many BG Shares will be issued on or after the dateof this document. For example, in connection with the Combination certain options and awardsunder the BG Share Plans will, or at any employee’s election may, be rolled forward into an optionor award over Shell B Shares. Certain options or awards may also be settled in cash. Therefore, thefully diluted ordinary share capital of BG may differ from the amount stated in this document.

12.7 The share capital of the Combined Group (being 7,957,826,519) immediately following LSEAdmission is calculated as the sum of:

(a) the total number of Shell Shares in issue at the close of business on the Latest PracticableDate; and

(b) the 1,526,494,336 New Shell Shares being issued as part of the terms of the Considerationfor the Combination.

This calculation assumes that there will be no issue of Shell Shares, other than the issue of NewShell Shares, between the Latest Practicable Date and LSE Admission. However, Shell operates theShell Scrip Dividend Programme. Given that dividends are intended to be paid on a quarterly basis,Shell anticipates that there is likely to be at least one issue of Shell Shares between the LatestPracticable Date and LSE Admission. The number of new Shell Shares issued for the purposes ofthe Shell Scrip Dividend Programme will depend on the elections made by Shell Shareholders –however, no allowance for this is made in the calculation.

12.8 As at the close of business on the Latest Practicable Date, Shell holds no ordinary shares intreasury.

Note 2 on 19.1

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13 Assuming that no BG Shareholders elect to receive the share component of the Consideration in the form of Shell A Shares.

12.9 The total number of New Shell Shares is calculated by multiplying the fully diluted share capitalof BG by the 0.4454 Shell Shares to be issued per BG Share. Please note that, as there are a numberof factors affecting how many BG Shares will be issued on or after the date of this document, theactual number of New Shell Shares may differ from the total in this document.

12.10 Unless otherwise stated, all prices quoted for Shell Shares and BG Shares have been derived fromthe Daily Official List of the London Stock Exchange and represent closing middle market prices onthe relevant date.

12.11 The premium calculations to the price per BG Share have been calculated by reference to theClosing Prices of 2,208.5 pence per Shell B Share and of 910.4 pence per BG Share, each as on 7 April2015.

12.12 The timing expectations set out in this document assume that the Combination will be completedon the Effective Date set out in the timetable on pages 17 and 18.

12.13 Unless otherwise stated:

(a) historical financial information relating to Shell has been extracted or derived (withoutmaterial adjustment) from Shell’s audited Consolidated Financial Statements contained inShell’s Annual Report and Accounts and Form 20-F for the financial year ended 31December 2014 or from Shell’s management sources; and

(b) historical financial information relating to BG has been extracted or derived (withoutmaterial adjustment) from BG’s audited Consolidated Financial Statements contained inBG’s Annual Report and Accounts for the financial year ended 31 December 2014.

12.14 For the purpose of this document, in respect of the BG Group, “business performance” excludesdiscontinued operations and disposals, certain re-measurements and impairments and certainother exceptional items, as exclusion of these items provides a clear and consistent presentationof the underlying operating performance of the BG Group’s ongoing business.

12.15 The synergy numbers are unaudited and are based on analysis by Shell’s management and onShell’s internal records.

12.16 Information relating to oil and gas production has been extracted from Shell’s Annual Report andAccounts and Form 20-F for the financial year ended 31 December 2014 and from Shellmanagement information (in the case of information relating to Shell) and from BG’s AnnualReport and Accounts for the financial year ended 31 December 2014 and BG’s nine months resultspublished on 30 October 2015 (in the case of information relating to BG). Forward lookingproduction estimates have been compiled by Shell management.

12.17 The information relating to the Shell Group’s proved reserves has been extracted from Shell’sAnnual Report and Accounts and Form 20-F for the financial year ended 31 December 2014 and theinformation relating to the BG Group’s proved reserves has been extracted from BG’s AnnualReport and Accounts for the financial year ended 31 December 2014. The Shell Group’s provedreserves estimates are calculated pursuant to SEC Rules; the BG Group adopts the reservesdefinitions and guidelines consistent with the Petroleum Resources Management Systempublished by the Society of Petroleum Engineers. If the Combination is completed, the reserves ofthe Combined Group will be determined and reported on an SEC basis. Accordingly, the reportedreserves will likely differ from the estimates provided for the Combined Group and suchdifferences could be material.

12.18 Certain figures included in this document have been subject to rounding adjustments.

13. Incorporation by reference

13.1 Parts of other documents are incorporated by reference into, and form part of, this document.

13.2 Part X (Financial and Ratings Information) of this document sets out which sections of certaindocuments are incorporated by reference into, and form part of, this document. In addition, theShareholder Guide is incorporated by reference into, and forms part of, this document.

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13.3 A person who has received this document may request a copy of such documents incorporated byreference. A copy of any such documents or information incorporated by reference will not be sentto such persons unless requested from Equiniti at Aspect House, Spencer Road, Lancing, WestSussex BN99 6DA, United Kingdom, or by calling the Shareholder Helpline on 0800 917 8611 fromwithin the UK or +44 121 415 0920 if calling from outside the UK between 9.00 a.m. and 5.30 p.m.(UK time) Monday to Friday (except English and Welsh public holidays). Calls to the ShareholderHelpline from outside the UK will be charged at applicable international rates. Different chargesmay apply to calls from mobile telephones and calls may be recorded and randomly monitored forsecurity and training purposes. The Shareholder Helpline cannot provide advice on the merits ofthe Combination or the Scheme or give any financial, legal or tax advice.

14. Other information

14.1 Each of Goldman Sachs, Robey Warshaw, Rothschild, J.P. Morgan Limited and Morgan Stanley &Co. International plc has given and not withdrawn its written consent to the issue of thisdocument with the inclusion of the references to its name in the form and context in which theyappear.

14.2 Each of Bank of America Merrill Lynch and Lazard has given and not withdrawn its written consentto the issue of this document with the inclusion of the references to its name in the form andcontext in which it appears.

14.3 Save as disclosed in this document, there is no agreement, arrangement or understanding(including any compensation arrangement) between Shell or any person acting in concert with itand any of the directors, recent directors, shareholders or recent shareholders of BG, or any personinterested or recently interested in BG Shares, having any connection with or dependence on orwhich is conditional upon the outcome of the Combination.

14.4 Save for the irrevocable undertakings described in paragraph 6 of this Part VI (AdditionalInformation), there are no arrangements of the kind referred to in Note 11 of the definition ofacting in concert in the City Code which exist between Shell, or any person acting in concert withShell, and any other person or between BG, or any person acting in concert with BG, and any otherperson.

14.5 There is no agreement, arrangement or understanding whereby the beneficial ownership of anyof the BG Shares to be acquired by Shell will be transferred to any other person, save that Shellreserves the right to transfer any such shares to any member of the Shell Group.

14.6 Save with the consent of the Panel, settlement of the consideration to which each SchemeShareholder is entitled under the Scheme will be implemented in full in accordance with the termsof the Scheme without regard to any lien, right of set off, counterclaim or analogous right to whichShell may otherwise be, or claim to be, entitled against any such Scheme Shareholder.

14.7 The aggregate fees and expenses which are expected to be incurred by BG in connection with theCombination are estimated to amount to between US$141.6 million and US$158 million excludingapplicable VAT and other taxes.(1) This aggregate number consists of the following categories:

Category Amount – US$

Financial and corporate broking advice(2) 103.1 – 113.6 millionLegal advice(3) 22.4 – 24.2 millionAccounting advice(3) 2.3 – 3.2 millionPublic relations advice(4) 7.7 – 8.6 millionOther professional services(3) 0.3 – 0.9 millionOther costs and expenses(3)(4) 5.8 – 7.5 million ————————Total 141.6 – 158 million

————————(1) Fees and expenses that will be invoiced in Pounds Sterling have, for the purposes of this table, been converted

into US dollars at an exchange rate of US$1.5323/£1.

(2) The variable component of these fees is to be agreed between BG and the relevant advisers.

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(3) These services are charged by reference to hourly or daily rates. Amounts included here reflect the time incurredup to the Latest Practicable Date and an estimate of the further time required.

(4) These services are charged based on the service volumes provided. Amounts included here reflect an estimate ofthe expected service volumes required.

14.8 The aggregate fees and expenses which are expected to be incurred by Shell in connection withthe Combination are estimated to amount to between US$446 million and US$467 million(including UK stamp duty but excluding applicable VAT and other taxes).(1) This aggregate numberconsists of the following categories:

Category Amount – US$

Financing arrangements 72 millionFinancial and corporate broking advice(2) 47 – 62 millionLegal advice(3) 32 – 35 millionAccounting advice 16 millionPublic relations advice(4) 4 – 7 millionOther professional services 6 millionOther costs and expenses (including stamp duty) 269 million ————————Total 446 – 467 million

————————(1) Fees and expenses that will be invoiced in Pounds Sterling have, for the purposes of this table, been converted

into US dollars at an exchange rate of US$1.5323/£1 and fees and expenses that will be invoiced in Euros havebeen converted into US dollars at an exchange rate of US$1.1150/€1.

(2) The variable component of these fees reflects a US$15 million discretionary fee.

(3) The variable component of these fees reflects a £2 million discretionary fee.

(4) The variable component of these fees reflects a US$3 million discretionary fee.

14.9 Save as disclosed in this document, the emoluments of the BG Directors and the Shell Directorswill not be affected by the Combination or any other associated transaction.

15. Documents available for inspection

Until and including the Effective Date (or the date on which the Scheme lapses or is withdrawn, if earlier)copies of the following documents will be available via the link on BG’s website at: www.bg-group.comand at Shell’s website at www.shell.com:

15.1 the memorandum and articles of association of BG;

15.2 the memorandum and articles of association of Shell;

15.3 the audited consolidated financial statements of the BG Group for the two years ended31 December 2014 and copies of the interim statements and (once released) the operational andtrading update and preliminary announcement made by BG since the date of the Rule 2.7Announcement;

15.4 the audited consolidated financial statements of the Shell Group for the two years ended31 December 2014 and copies of the interim statements and (once released) the update on Shell’sfourth quarter 2015 and full year 2015 unaudited results and the preliminary announcement ofsuch results made by Shell since the date of the Rule 2.7 Announcement;

15.5 copies of the reports and confirmations from Deloitte LLP and Bank of America Merrill Lynchreferred to in paragraph 6 of Part I (Letter from the Chairman of BG Group plc) of this document;

15.6 the unaggregated dealings of Goldman Sachs, Bank of America Merrill Lynch and Shell AssetManagement Company B.V. referred to in paragraph 5 of Part VI (Additional Information);

15.7 copies of the letters of irrevocable undertaking referred to at paragraph 6 of this Part VI;

15.8 copies of Shell’s financing arrangements in connection with the Combination referred to atparagraph 8.2 of this Part VI;

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15.9 copies of the offer-related arrangements referred to at paragraph 9 of this Part VI;

15.10 a copy of the written consent from each of Goldman Sachs, Robey Warshaw, Rothschild, MorganStanley & Co. International plc and J.P. Morgan Limited referred to at paragraph 14.1 of this Part VI;

15.11 a copy of the written consent from each of Bank of America Merrill Lynch and Lazard referred to atparagraph 14.2 of this Part VI; and

15.12 this document (including any other documents incorporated by reference herein), the ShareholderGuide, the Forms of Proxy, the Form of Election and the Royal Dutch Shell Nominee Opt-Out Form.

For a copy of the Shell Prospectus (and, once published, any Shell supplementary prospectus(es)), pleasesee Shell’s website at www.shell.com.

16. Pension Trustee’s opinion in relation to the Combination

BG has received the opinion of the Pension Trustee in relation to the Combination as set out in Appendix 3to this document.

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Part VII

SOME QUESTIONS AND ANSWERS ABOUT THE COMBINATION

The questions and answers set out in this Part VII and in the Shareholder Guide are intended to be in generalterms only.

As such, you should read the rest of this document (including any documents incorporated into it byreference) as a whole and in conjunction with the Forms of Proxy, Form of Election and Royal Dutch ShellNominee Opt-Out Form. This document should also be read in conjunction with the Shell Prospectus, whichcontains further information on Shell and the New Shell Shares and for which Shell and the Shell Directorsare responsible (available on Shell’s website www.shell.com).

Detailed instructions on the action to be taken are set out on pages 8 to 16 of this document, in paragraph 26of Part II (Explanatory Statement) and in Part IX (Notes for making elections under the Mix and MatchFacility and the Shell A Share Alternative) of this document and in the Shareholder Guide.

The contents of this document and the Shareholder Guide should not be construed as legal, business,accounting, tax, investment or other professional advice. If you are in any doubt about the contents of thisdocument or the Shareholder Guide or as to what action you should take, you are recommended to seek yourown personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or otherindependent financial adviser authorised under the Financial Services and Markets Act 2000 if you are residentin the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.


VOTING

What am I being asked to vote on?

You are being asked to vote at twomeetings, a Court Meeting and a BG General Meeting, both of whichwill be held at ExCel London, One Western Gateway, Royal Victoria Dock, London, E16 1XL on 28 January2016.

At the Court Meeting, you will be asked to approve the Scheme.

At the BG General Meeting, you will be asked to approve the Special Resolution to:

l authorise the BG Directors to implement the Scheme; and

l approve certain amendments to the articles of association of BG required in connection with theCombination.

The resolutions proposed at the BG Shareholder Meetings must be passed by BG Shareholders for theCombination to become effective. The full text of the resolutions to be proposed at the Meetings is set outin Parts XIII and XIV of this document.

How do I vote?

You are strongly encouraged to vote at both the Court Meeting, using the BLUE Form of Proxy, and the BGGeneral Meeting, using the WHITE Form of Proxy. Please return both completed Forms of Proxy to Equiniti(no envelope or stamp required if posting from the UK).

Alternatively, you can appoint a proxy electronically. Please see the notes to the Forms of Proxy andparagraph 26.1 of Part II (Explanatory Statement) for details.

If you are unable to submit your BLUE Form of Proxy or appoint a proxy electronically by 11.00 a.m. on26 January 2016, you can hand it to a representative of Equiniti or the Chairman at, but before the start of,the Court Meeting. You CANNOT submit the WHITE Form of Proxy at the BG General Meeting, so you need

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to either submit a completed form or appoint a proxy electronically, to be received by 11.10 a.m. on26 January 2016 for your vote to count.

The BG Board’s recommendation can be found in paragraph 21 of Part I (Letter from the Chairman ofBG Group plc), with the background to and reasons for that recommendation set out in full in paragraph 3of Part I.

How many votes are needed for the Scheme to become effective?

At both of the BG Shareholder Meetings, the thresholds are calculated on the basis of the BG Shareholderspresent and voting, either in person or by proxy.

There are two thresholds that need to be met at the Court Meeting to approve the Scheme:

l a majority by number; and

l a minimum of 75 per cent. by value of BG Shares voted.

There is one threshold that needs to be met to approve the Special Resolution being proposed at the BGGeneral Meeting:

l a minimum of 75 per cent. by value of BG Shares voted.

Do I have to vote?

There is no obligation to vote at either of the BG Shareholder Meetings, but you are strongly encouragedto do so. It is important that, for the Court Meeting in particular, as many votes as possible are cast, so thatthe Court may be satisfied that there is a fair and reasonable representation of the opinion of BGShareholders. You are still able to make elections under the Mix and Match Facility and/or Shell A ShareAlternative if you do not vote at the BG Shareholder Meetings.

What happens if I do not vote in favour of the Combination or do not vote at all?

If the Scheme becomes effective, it will be binding on all BG Shareholders, regardless of whether or notthey attended or voted at the BG Shareholder Meetings and whether they voted for, or against, theScheme.

What happens if the vote is unsuccessful?

If the Scheme is not approved, the Combination will fail and BG Shareholders will not receive theConsideration. BG Shareholders will continue to hold their BG Shares.

BG SHAREHOLDER MEETINGS

When and where are the BG Shareholder Meetings taking place?

The Court Meeting will take place at 11.00 a.m. (UK time) on 28 January 2016. The BG General Meeting willtake place immediately after the Court Meeting. Both of the BG Shareholder Meetings will be held at ExCelLondon, One Western Gateway, Royal Victoria Dock, London, E16 1XL. For detailed instructions on how toget there, please see Section 6 of the Shareholder Guide.

Who can attend and vote at the BG Shareholder Meetings?

All registered holders of BG Shares at the Voting Record Time are entitled to attend and vote at the BGShareholder Meetings. Regardless of whether you are planning to attend, you are encouraged to completeand return your Forms of Proxy, or appoint a proxy electronically, as soon as possible.

Do I have to attend the BG Shareholder Meetings?

No. All BG Shareholders are entitled to attend, speak or vote at the BG Shareholder Meetings but there isno requirement to do so. However, regardless of whether you are planning to attend, you are encouragedto complete and return your Forms of Proxy, or appoint a proxy electronically, as soon as possible.

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If I have appointed a proxy, can I still attend the Meetings?

Yes. Appointing a proxy will not prevent you from attending, speaking or voting in person at either of theBG Shareholder Meetings.

THE COMBINATION AND THE SCHEME

What is the effect of the Combination?

If the Combination becomes effective, all BG Shares will be transferred to Shell, and BG will become asubsidiary of Shell. In consideration for the transfer of each of your BG Shares, you will be entitled underthe terms of the Scheme to receive the default Consideration of 383 pence in cash and 0.4454 Shell BShares.

Why has the value of the Combination changed since it was announced on 8 April 2015?

The terms of the recommended cash and share offer are unchanged, but the Consideration includes afixed cash element and a Shell B Share component, the value of which is variable, and therefore the valueof the Consideration will vary. For more information, please refer to paragraph 2 of Part I (Letter from theChairman of BG Group plc).

When is the Combination likely to happen?

It is currently anticipated that the Effective Date will be 15 February 2016 and the New Shell Shares will beyours and available for trading on 15 February 2016. Please see the timetable set out on pages 17 and 18 ofthis document for more details.

What is the BG Board’s view of the Combination?

The BG Board's recommendation can be found in paragraph 3 of Part I (Letter from the Chairman of BGGroup plc), with the reasons for that recommendation set out in full in paragraph 21 of Part I (Letter fromthe Chairman of BG Group plc).

What is a Scheme of Arrangement?

A Scheme of Arrangement is a Court-approved legal process, which is a common way of implementingrecommended takeover offers in the UK. The Scheme requires your approval at the BG ShareholderMeetings, followed by the approval of the Scheme by the Court.

WHAT WILL I RECEIVE?

What will I receive under the terms of the Combination?

Unless you elect otherwise, and assuming the Scheme becomes effective, you will receive the defaultConsideration, being 383 pence in cash and 0.4454 Shell B Shares for each BG Share that you hold at theScheme Record Time. If your existing shareholding is not exactly divisible by the ratio, your entitlement toNew Shell Shares will be rounded down to the nearest whole number. For example:

However:

l you can elect to receive, subject to off-setting elections, more cash or more New Shell Shares; and

Number of BGShares held

Default cash entitlement(383 pence per BG Share)

Default share entitlement(0.4454 Shell B Shares perBG Share) rounded down

Remaining fractionalentitlement to a ShellB Share

100 £383 44 Shell B Shares 0.54

500 £1 915 222 Shell B Shares 0.70

1 000 £3 830 445 Shell B Shares 0.40

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l you can also choose to receive all or part of your share entitlement as Shell A Shares rather thanShell B Shares.

If you want to receive the default Consideration of 383 pence in cash and 0.4454 Shell B Shares in respectof each BG Share that you hold, you should NOT complete the Form of Election.

How are you treating fractional New Shell Shares?

The cash value of your fractional entitlement to New Shell Shares will be calculated based on the openingprice(s) of a Shell A Share and/or a Shell B Share (as applicable) on the London Stock Exchange on the dayof admission, which is currently expected to be 15 February 2016. That amount will be paid to you by Shellin cash. However, if you are entitled to an amount of less than £5, it will not be paid to you but will beretained by Shell. Please see paragraph 20.4 of Part II (Explanatory Statement) for more details.

MIX AND MATCH FACILITY

How does the Mix and Match Facility work?

While there is a fixed amount of cash and a fixed number of New Shell Shares available to be distributedto all of the BG Shareholders, you can request to receive more cash or more New Shell Shares instead ofthe default Consideration. However, your election for more cash or more New Shell Shares is notguaranteed and will only be satisfied in full if other BG Shareholders make equal and opposite Mix andMatch Elections. To the extent that elections cannot be satisfied in full, they will be proportionally scaleddown. The Mix and Match Facility will not affect the entitlement of any BG Shareholder who does notmake an election.

If you participate in the Mix and Match Facility, you will only find out how much cash and how many NewShell Shares you will receive when the Consideration is settled.

For further information on how the Mix and Match Facility works, see paragraph 11 of Part II (ExplanatoryStatement).

How do I choose more New Shell Shares or more cash?

To make ONE Mix and Match Election in respect of ALL of your BG Shares, you need to complete Parts 3and 6 of your Form of Election.

To split your BG Shares across the options available under the Mix and Match Facility, you need tocomplete Parts 5 and 6 of your Form of Election.

Please see paragraph 26 of Part II (Explanatory Statement) for more details.

SHELL A SHARE ALTERNATIVE

How does the Shell A Share Alternative work?

You can choose to receive all or part of your New Shell Shares at the same ratio in the form of Shell AShares, rather than Shell B Shares.

What is the difference between Shell B Shares and Shell A Shares?

Tax

As Shell is tax resident in the Netherlands, when Shell pays a dividend on Shell A Shares, it is required byDutch law to withhold 15 per cent. of the amount of the dividend on account of Dutch tax. A holder of ShellShares may be entitled to a tax credit in their home state or to a reduction or (partial) refund under Dutchdomestic law or a treaty for avoidance of double taxation.

However, Shell has a Dividend Access Mechanism in place in relation to Shell B Shares. Dividends paid viathat mechanism are treated as paid from a UK source for Dutch tax purposes and so are not subject to

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Dutch withholding tax. Shell expects holders of Shell B Shares will receive dividends in relation to theirShell B Shares via this mechanism, although there can be no certainty that this will be the case.

Currency

Dividends on Shell A Shares are paid in Euros, although holders of Shell A Shares can elect to receivedividends in Pounds Sterling. Dividends on Shell B Shares are paid in Pounds Sterling, although holders ofShell B Shares can elect to receive dividends in Euros.

Further information

You should carefully read paragraph 8 of Part II (Explanatory Statement), which gives further details onthe differences between Shell B Shares and Shell A Shares and, if in doubt, refer to your financial adviserregarding the tax and other implications before making any election under the Shell A Share Alternative.

How do I choose to receive Shell A Shares rather than Shell B Shares?

Before taking any action, please ensure that you understand the tax and other implications of making anelection under the Shell A Share Alternative.

To elect to receive Shell A Shares in respect of your entire holding, you need to complete Parts 4 and 6 ofthe Form of Election.

To elect to receive a part of your holding in Shell A Shares, and/or to split your shares across the optionsavailable under the Mix and Match Facility, you need to complete Boxes 5.4, 5.5, 5.6 and Part 6 of your Formof Election, as applicable.

Please see paragraph 26 of Part II (Explanatory Statement) and the Form of Election for more details.

What if I buy or sell BG Shares after I have submitted a Mix and Match Election and/or Shell A ShareAlternative Election?

If you buy or sell BG Shares after having made a Mix and Match Election and/or a Shell A Share AlternativeElection, then the number of BG Shares to which any election applies may be affected. Exactly how it willbe affected will depend on whether you have made an election in respect of all of your shareholding or fora specified number of shares. Please see Part IX (Notes for making elections under the Mix and MatchFacility and the Shell A Share Alternative) for further information.

If you do buy or sell BG Shares after having made an election, and you do not want your election to beaffected as set out in Part IX (Notes for making elections under the Mix and Match Facility and the Shell AShare Alternative), you will need to amend your instruction. See Part IX (Notes for making elections underthe Mix and Match Facility and the Shell A Share Alternative) for information on conflicting elections,withdrawals and amendments.

SETTLEMENT OF CASH AND NEW SHELL SHARES

If the Combination becomes effective, when will I know how much cash and how many New Shell SharesI will receive?

If you do not make any elections, you will receive the default Consideration of 383 pence and 0.4454 ShellB Shares for each BG Share that you hold at the Scheme Record Time.

If you elect to receive Shell A Shares but do not make an election under the Mix and Match Facility, you willreceive 383 pence and 0.4454 New Shell A Shares for each BG Share that you hold at the Scheme RecordTime.

If you participate in the Mix and Match Facility, you will only find out how much cash and how many NewShell Shares you will receive when the Consideration is settled as your election can only be satisfied to theextent that other BG Shareholders make equal and opposite Mix and Match Elections. You will be sentsupporting information explaining how your entitlement was calculated within 14 days of the EffectiveDate of the Combination.

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How will I receive my cash and/or New Shell Shares?

Applicable documents will be sent out by first class post to the address appearing on the BG share registerat the Scheme Record Time (or, in the case of joint holders, to the address of that joint holder whose namestands first in the BG share register in respect of such joint holding):

l if your New Shell Shares are being held in the Royal Dutch Shell Nominee Service, you will receivea cheque for the cash consideration and notification of your New Shell Shareholding position; or

l if you opted-out of the Royal Dutch Shell Nominee Service, you will receive a cheque for the cashConsideration and your New Shell Share certificates.

You should ensure that Equiniti holds your current address. If you need to update your address, you can dothis online at www.shareview.co.uk or by sending a letter confirming your new address to Equiniti, AspectHouse, Spencer Road, Lancing, West Sussex BN99 6DA. You should do this as soon as possible.

In what currency will I receive my cash?

Cash Consideration will be paid in pounds sterling.

How will the Consideration be treated for individual tax purposes?

Part IV (Taxation) sets out a general guide on the potential UK and US tax implications of the Combinationfor BG Shareholders.

You should consult an independent financial adviser to discuss your personal situation. The ShareholderHelpline cannot provide advice on the merits of the Combination or the Scheme nor give any financial,legal or tax advice.

THE ROYAL DUTCH SHELL NOMINEE SERVICE

What is the Royal Dutch Shell Nominee Service?

The Royal Dutch Shell Nominee Service, provided by Equiniti Financial Services Limited and sponsored byShell, allows you to hold your shares electronically so that you do not need to keep paper share certificates.The Terms and Conditions relating to the nominee are contained within Appendix I to this document andare also available at www.shell.com

Your New Shell Shares will be registered and held in the name of the nominee, but you will remain thebeneficial owner of the New Shell Shares.

What is the benefit of holding my Shell Shares through this service?

If you choose to opt out of the Royal Dutch Shell Nominee Service and have the certificate in your ownname, you are responsible for the safe-keeping of the certificates.

By holding your shares through the Royal Dutch Shell Nominee Service, your New Shell Shares are heldelectronically. You will still retain your rights as a shareholder and are entitled to:

l receive any dividends paid by Shell in either pounds sterling or Euros;

l choose how you wish to receive regular information from Shell;

l attend general meetings of Shell Shareholders; and

l vote on matters put to Shell Shareholders.

Shares held in the Royal Dutch Shell Nominee Service are held by Equiniti Financial Services Limited inaccordance with FCA Client Asset rules and are covered by the Financial Services Compensation Scheme.

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www.shareview.co.uk

www.shell.com

What are the disadvantages of holding my Shell Shares through this service?

If you wish your New Shell Shares to be held in the Royal Dutch Shell Nominee Service, you will no longerreceive paper share certificates and charges may apply for certain services, such as, but not necessarilylimited to, leaving the service, buying or selling further shares, or transferring your shares to and from theservice.

Do I get charged for this service?

As the Royal Dutch Shell Nominee Service is sponsored by Shell, joining is free and there are no annualcharges. There may be a charge for leaving, buying or selling further shares, or transferring your shares toand from the service and Stamp Duty Reserve Tax may also be payable on some transfers. Please refer toparagraph 12 of Part II (Explanatory Statement) for a list of charges associated with the Royal Dutch ShellNominee Service. You should also read carefully the Terms and Conditions set out in Appendix I to thisdocument which are also available at www.shell.com

TRADING IN BG SHARES AND SHELL SHARES

What do I do with the BG Share certificates that I currently hold?

You do not need to do anything with your current BG Share certificates. Your BG Share certificates willremain valid until the Effective Date of the Scheme and should be kept safe.

Following the Effective Date, your BG Share certificates will no longer be valid and you are free to retainthem for your records or destroy them.

Can I still trade my BG Shares, even after I have voted?

Yes. You can continue to trade your shares until trading is suspended shortly before the Scheme RecordTime, which we currently expect to be 6.00 p.m. on 12 February 2016.

I have recently received an invitation to buy/sell my BG Shares. Is this an official service?

BG have instructed DF King to act on their behalf in order to assist them in connection with theCombination and to:

l ensure that you have received all the relevant information and documentation;

l ensure that you are aware of what is happening and the important dates; and

l assist you with any questions you may have in relation to the Combination.

However, we are not currently working with any company to provide such a service to BG Shareholders. Ifyou are concerned that you have been cold-called by a company offering you any services in relation toyour BG Shares, please go to the Warning to Shareholders section of BG’s website, www.bg-group.com, orcontact the Financial Conduct Authority directly at www.fca.org.uk or on 0800 111 6768.

Can I sell the New Shell Shares that I receive?

Once your New Shell Shares have been issued you are free to sell them subject in all cases to applicablelaws and regulations.

DIVIDENDS

What BG dividends am I entitled to?

Your entitlement to the BG dividend is dependent on the Effective Date of the Combination.

l If this is after 19 February 2016, being Shell’s fourth quarter 2015 dividend record date, you will beentitled to a BG dividend of not more than 14.37 cents per share.

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www.shell.com

www.fca.org.uk

l If this is before 19 February 2016, which is expected to be the case, you will be entitled to Shell’sfourth quarter 2015 interim dividend. Shell has declared an intention to pay a fourth quarterinterim dividend of 47 cents per share.

When will I start receiving dividends from Shell?

If you receive New Shell Shares, you will be entitled to receive all Shell dividends for which the Shelldividend record date falls after the Effective Date.

Please see paragraph 11 of Part I (Letter from the Chairman of BG Group plc) for more information ondividends.

OTHER USEFUL INFORMATION FOR COMPLETING THE FORM OF ELECTION

Why am I being asked to provide a contact telephone number?

If you complete the Form of Election incorrectly and have provided a telephone number, Equiniti will, tothe extent practicable, seek to contact you to clarify your intentions. If Equiniti is not able to do so, yourelection will be invalid and you will be entitled to the default Consideration in respect of the BG Shares youhold.

What if the registered BG Shareholder has died?

l If the sole registered BG Shareholder has died

If probate or letters of administration has/have been registered with BG, the Form of Election must besigned by the personal representative(s) of the deceased and returned to Equiniti. If probate or letters ofadministration has/have not been registered with BG, the personal representative(s) should sign the Formof Election and forward it to Equiniti together with evidence of that personal representative’s authority tosign, namely the sealed office copy grant of probate, by the Election Return Time. However, once obtained,the grant of probate or letters of administration must be lodged before the Consideration due under theCombination can be forwarded to the personal representative.

If a grant of probate is not or has not been applied for and the value of the shares and/or any outstandingdividends is less than £10,000, Equiniti’s small estate service may be used. Please contact Equiniti directlyat .www.shareview.co.uk or telephone the Shareholder Helpline.

l If one of the registered BG Shareholders in a joint account has died

The surviving registered BG Shareholder(s) should complete the Form of Election and return it to Equinitiaccompanied by a copy of the death certificate and the relevant probate or letters of administration of thedeceased BG Shareholder.

What if I am acting under a power of attorney for a registered BG Shareholder?

The completed Form of Election should be returned to Equiniti accompanied by the original power ofattorney (or a duly certificated copy, as provided in the Powers of Attorney Act 1971) by the Election ReturnTime. The power of attorney will be noted and returned. No other signatures will be accepted.

What if the registered BG Shareholder is away from home (e.g. abroad or on holiday)?

Send the Form of Election by the quickest means (e.g. airmail) to the BG Shareholder for execution (butnot into or from (directly or indirectly) an Election Restricted Jurisdiction) or, if he/she has executed apower of attorney, have the Form of Election signed by the attorney. Details of the Election RestrictedJurisdictions can be found in Part XII (Definitions).

Information for current or former BG employees

If you are a current or former employee of BG, the Form of Election does not apply to any BG Shares: (i)held on your behalf in a Computershare vested share account at the Scheme Record Time as a result of BGshare awards or options vesting or being exercised prior to, or on and as a result of, the sanctioning of the

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Scheme by the Court; or (ii) held on your behalf at the Scheme Record Time in the relevant trusts for eitherBG’s Share Incentive Plan or Global Partnership Plan.

You will receive separate letters notifying you of your options in relation to the employee share plans.

Conflicting elections, withdrawals and amendments

If you have returned a Form of Election and subsequently wish to amend your Mix and Match Electionand/or Shell A Share Alternative Election, please contact the Shareholder Helpline to request areplacement Form of Election. The replacement Form of Election must be received by Equiniti by no laterthan the Election Return Time and must be clearly indicated to be an amended Form of Election. Uponreceipt by Equiniti of a valid replacement Form of Election, any Form of Election which you previouslyreturned will cease to be valid.

Additional Forms of Election

If you would like to receive another Form of Election for any reason, you should call the ShareholderHelpline as detailed below.

If you need any help filling in the forms or have additional queries, please telephone the ShareholderHelpline on 0800 917 8611 from within the UK or +44 121 415 0920 if calling from outside the UK between9.00 a.m. and 5.30 p.m. (UK time) Monday to Friday (except English and Welsh public holidays).*

* Calls to the Shareholder Helpline from outside the UK will be charged at applicable international rates.Different charges may apply to calls from mobile telephones and calls may be recorded and randomlymonitored for security and training purposes. The Shareholder Helpline cannot provide advice on themerits of the Combination or the Scheme or give any financial, legal or tax advice.

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Part VIII NOTICES FOR CERTAIN OVERSEAS SHAREHOLDERS

The release, publication or distribution of this document in, into or from jurisdictions other than theUnited Kingdom may be restricted by law and therefore any persons who are subject to the laws of anyjurisdiction other than the United Kingdom should inform themselves about, and observe any applicablerequirements. In particular, the ability of persons who are not resident in the United Kingdom to vote atthe Court Meeting or the BG General Meeting, or to execute and deliver Forms of Proxy appointinganother to vote at the Court Meeting or the BG General Meeting on their behalf, may be affected by thelaws of the relevant jurisdictions in which they are located. This document has been prepared for thepurpose of complying with English law and the City Code and the information disclosed may not be thesame as that which would have been disclosed if this document had been prepared in accordance withthe laws of jurisdictions outside the United Kingdom.

Unless otherwise determined by Shell or required by the City Code, and permitted by applicable law andregulation, the Combination will not be made available, directly or indirectly, in, into or from a RestrictedJurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this documentand any accompanying documents are not being, and must not be, directly or indirectly, mailed orotherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction where to do sowould violate the laws in that jurisdiction and persons receiving such documents (including custodians,nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from anyRestricted Jurisdiction where to do so would violate the laws in that jurisdiction. Shell has been advisedthat making this document and the Forms of Proxy available to BG Shareholders resident, located or witha registered address in Barbados, Hong Kong and Oman will not violate the laws of those jurisdictions. Ifthe Combination is implemented by way of an Offer (unless otherwise permitted by applicable law andregulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any meansor instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex ortelephone) of interstate or foreign commerce of, or of any facility of a national, state or other securitiesexchange of any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and theOffer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The availability of New Shell Shares under the Combination to BG Shareholders who are not resident inthe United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident.Shell may determine in its sole discretion that no New Shell Shares shall be allotted and issued to any suchScheme Shareholder. In such a case, Shell shall pay to such Scheme Shareholder an amount in cash equalto the cash value of their entitlement to New Shell Shares, calculated based on the opening price of a ShellB Share on the London Stock Exchange on the day of LSE Admission. In particular, New Shell Shares shallnot be allotted and issued to Scheme Shareholders resident, located or with a registered address inBarbados, the Dubai International Financial Centre, Hong Kong, Malaysia, Oman, Saudi Arabia, Singaporeor Trinidad and Tobago. Persons who are not resident in the United Kingdom should inform themselves of,and observe, any applicable legal or regulatory requirements.

Further details in relation to Overseas Shareholders are contained in paragraph 23 of Part II (ExplanatoryStatement) of this document.

Notice to BG Shareholders resident in Australia

This Scheme Document has not been prepared in accordance with the Australian Corporations Act 2001(Cth) or lodged with the Australian Securities and Investments Commission (“ASIC”). The New Shell Sharesto be issued under the Combination are being offered in Australia in reliance on ASIC Class Order[CO 07/9].

The information contained in this Scheme Document does not constitute financial product advice and hasbeen prepared without reference to individual investment objectives, financial situation, tax position orparticular needs. If you are in doubt as to what you should do, you should consult your legal, investment,tax or other professional adviser.

Notice to BG Shareholders resident in Bolivia

The New Shell Shares may not be offered or sold directly or indirectly in the Plurinational State of Bolivia,except in circumstances that will not result in a public offering in Bolivia within the meaning of Art. 6 of

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the Bolivian Securities Law (Ley del Mercado de Valores No. 1834, dated 18 March 1998) and its applicableregulations. This Scheme Document is personal to each BG Shareholder and does not constitute an offerto any other person or entity. This Scheme Document may only be used by the persons or entities to whomit has been delivered in connection with the offer described herein and may not be copied, distributed(directly or indirectly) or otherwise made available to other persons or entities in Bolivia. This SchemeDocument may not be used in connection with any other offer.

This Scheme Document does not constitute a prospectus for the purposes of a public offering within themeaning of the Bolivian Securities Law, including Art. 8, and its applicable regulations. Accordingly, theNew Shell Shares may not be publicly offered in Bolivia and neither this Scheme Document nor any otheroffering materials relating to the New Shell Shares may be made available through a public offering inBolivia. The delivery of this Scheme Document cannot be interpreted as an act of commerce as defined inArticles 4, 6 and 20 of the Bolivian Commerce Code.

Notice to BG Shareholders resident in Brazil

The Combination will not be carried out by any means that would constitute a public offering in Brazilunder Law No. 6,385, of December 7, 1976, as amended, and under CVM Instruction (Instrução) No. 400, ofDecember 29, 2003, as amended. The issuance, placement and sale of the New Shell Shares have not beenand will not be registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários(“CVM”)). Any representation to the contrary is untruthful and unlawful. Any public offering ordistribution, as defined under Brazilian laws and regulations, of the New Shell Shares to persons residing,domiciled or organised in Brazil is not legal without such prior registration. Documents relating to theoffering of the New Shell Shares, as well as information contained therein, may not be supplied to thepublic in Brazil, as the offering of the New Shell Shares is not a public offering of securities in Brazil, normay such documents be used in connection with any offer for subscription or sale of the New Shell Sharesto the public in Brazil.

Notice to BG Shareholders resident in Brunei

This Scheme Document has not been delivered to, licensed or permitted by the Brunei Registrar ofCompanies. Nor has it been registered with the Brunei Registrar of Companies. This Scheme Document isfor information purposes only and does not constitute an offer to subscribe for or to buy New Shell Shares.This Scheme Document must not be distributed or redistributed to and may not be relied upon or used byany person in Brunei other than the person to whom this Scheme Document is directly communicated inaccordance with the conditions in section 21(3) of the International Business Companies Order 2000.Specifically, this Scheme Document is only distributable to persons resident in Brunei who are currentBG Shareholders or holders of convertible securities of BG.

Notice to BG Shareholders resident in The People’s Republic of China

This Scheme Document is not being made available to the public in the People’s Republic of China (“PRC”).This Scheme Document is not to be construed as a prospectus, offering circular, advertisement or anyother public offering document under the securities law of the PRC. BG Shareholders resident in the PRCmay be required to obtain prior approval from the State Administration of Foreign Exchange of the PRC forreceipt of the New Shell Shares.

Notice to BG Shareholders resident in Egypt

This Scheme Document is not intended for release, publication or distribution, in whole or in part, in Egyptand is not an instrument offering or marketing securities in Egypt. Therefore, persons into whosepossession this Scheme Document comes should inform themselves about and observe any applicablerestrictions. Any failure to comply with such restrictions may constitute a violation of the securities lawsof Egypt.

Notice to BG Shareholders resident in Equatorial Guinea

The contents, materials or references in this Scheme Document, or any attachments therein, may not beused for and shall not be deemed to be a public offering of securities in Equatorial Guinea. This SchemeDocument does not constitute an “informative document” (“document d’information”) within themeaning of the Central African Financial Market Supervisory Commission’s General Regulation, dated15 January 2009 (“COSUMAF General Regulation”) or a solicitation of investment. No “document

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d’information” has been or will be registered and submitted for approval with COSUMAF or any otherauthority in Equatorial Guinea in respect of the New Shell Shares. Shell has not authorised any offer ofsecurities to the public in Equatorial Guinea, as defined in the COSUMAF General Regulation. The NewShell Shares may only be offered to persons in Equatorial Guinea in circumstances in which such offer andsale does not constitute an offering to the public as defined in the laws and regulations applicable topublic offers of securities in Equatorial Guinea. The New Shell Shares are not specifically designed andaddressed to persons in, or from, Equatorial Guinea, and will not be admitted to or traded on the CentralAfrican Stock Exchange.

Notice to BG Shareholders resident in Hong Kong

Warning

The contents of this Scheme Document have not been reviewed by any regulatory authority in Hong Kong.You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contentsof this Scheme Document, you should obtain independent professional advice.

Notice to BG Shareholders resident in India

No person other than an existing BG Shareholder has the right to receive the New Shell Shares on theterms set out in this Scheme Document. This Scheme Document is personal to each BG Shareholder anddoes not constitute an offer, invitation or solicitation of an offer to the public or to any person or class ofinvestors within India. The information contained herein is not for publication or distribution to personsin India and does not constitute an offer to sell, or solicitation of an offer to buy the New Shell Shares inIndia. There is no intention to register this Scheme Document in India or to conduct a public offering ofthe New Shell Shares in India.

Notice to BG Shareholders resident in Ireland

If you are in any doubt as to the action you should take, or the contents of this Scheme Document, you arerecommended to obtain advice immediately from your stockbroker, bank manager, solicitor, accountant orother appropriate independent financial adviser, who, if you are taking advice in Ireland, is duly authorisedor exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations 2007(Nos. 1 to 3) (as amended) or the Investment Intermediaries Act 1995 (as amended).

Notice to BG Shareholders resident in Israel

No action has been or will be taken in Israel that would permit a public offering of the New Shell Shares,or distribution of this Scheme Document to the public in Israel. This Scheme Document has not beenapproved by the Israel Securities Authority.

Notice to BG Shareholders resident in Italy

This Scheme Document has not been prepared as part of an exchange offer of securities in Italy within themeaning of Article 1, paragraph 1, letter (v) and Articles 102 et seq. of Legislative Decree 58 of 24 February1998, and as such has not been submitted to CONSOB for its prior approval.

Pursuant to Article 100-bis of Legislative Decree 58 of 24 February 1998, any subsequent resale to thepublic of securities which were previously offered in the context of an offer exempted from the obligationto publish a prospectus shall be regarded as a separate offer to the public within the meaning of Article 1,paragraph 1, letter (t) and Articles 94 et seq. of Legislative Decree 58 of 24 February 1998, unless it isexempted from the rules on public offerings pursuant to Article 100 of Legislative Decree 58 of 24 February1998 and Article 34-ter of CONSOB Regulation 11971 of 14 May 1999.

Notice to BG Shareholders resident in the Republic of Kazakhstan

This Scheme Document should not be considered as a public offer or advertisement of the New ShellShares to the general public in the Republic of Kazakhstan. Neither the New Shell Shares nor anyprospectus or other document relating to them have been registered with the National Bank of theRepublic of Kazakhstan and they are not intended for placement or public circulation in the Republic ofKazakhstan.

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Notice to BG Shareholders resident in Kenya

The New Shell Shares are being offered solely to BG Shareholders. The offer is not and shall not beconstrued as an offer of any securities of Shell to any other individual or to the public or a section of thepublic in Kenya.

Notice to BG Shareholders resident in Malaysia

Nothing in this Scheme Document constitutes the making available of, sale of, or offer or invitation tosubscribe for or purchase the New Shell Shares in Malaysia. No approval of, or recognition by, the SecuritiesCommission of Malaysia has been or will be obtained for the making available of, sale of, or offer orinvitation to subscribe for or purchase the New Shell Shares in Malaysia. Accordingly, the New Shell Shareswill only be made available or offered or sold exclusively to persons outside Malaysia. Neither this SchemeDocument nor any disclosure document has been or will be registered or deposited with the SecuritiesCommission of Malaysia on the basis that the New Shell Shares will not be made available, offered or soldin Malaysia. This Scheme Document may not be circulated or distributed in Malaysia, whether directly orindirectly, for the purpose of the making available of, sale of, or offer or invitation to subscribe for orpurchase the New Shell Shares in Malaysia.

Notice to BG Shareholders resident in New Zealand

This Scheme Document is not a New Zealand prospectus, investment statement or product disclosurestatement and has not been registered, filed with or approved by any New Zealand regulatory authorityunder or in accordance with the Securities Act 1978, the Financial Markets Conduct Act 2013 or any otherrelevant New Zealand law. This Scheme Document may not contain all the information that aninvestment statement, prospectus or product disclosure statement under New Zealand law is required tocontain. The New Shell Shares are offered to the public of New Zealand under this Scheme Document inreliance on the Securities Act (Overseas Companies) Exemption Notice 2013.

Notice to BG Shareholders resident in Nigeria

Neither this Scheme Document nor the New Shell Shares will be registered with the Nigerian Securitiesand Exchange Commission (the “Nigerian SEC”), or under the Nigerian Investments and Securities Act, No.29 of 2007 (the “ISA”). This Scheme Document is not an offering circular or an invitation to the publicwithin the meaning of the ISA and may not be utilised in connection with any offering to the public withinNigeria except to the extent that this Scheme Document and the New Shell Shares have been registeredwith the Nigerian SEC and its written approval obtained in accordance with the provisions of the ISA andother Nigerian securities laws.

Accordingly, this Scheme Document is not directed at any persons resident in Nigeria other than theBG Shareholders and BG ADR Holders to whom this Scheme Document has been made available.Pursuant to section 69(2) of the ISA this Scheme Document is not to be treated as an invitation to thepublic in Nigeria to subscribe for the New Shell Shares.

Notice to BG Shareholders resident in Qatar

This Scheme Document is provided on an exclusive basis to each BG Shareholder for their personal useonly and is not intended to be available to the public. Any distribution of this Scheme Document by aBG Shareholder to any third party in Qatar or the Qatar Financial Centre beyond the terms hereof is notauthorised and shall be at the liability of the BG Shareholder.

Nothing in this Scheme Document constitutes, is intended to constitute, shall be treated as constitutingor shall be deemed to constitute, any offer or sale of securities in the state of Qatar or in the QatarFinancial Centre. This Scheme Document, any related documents and the New Shell Shares have not beenreviewed, approved, registered or licensed by the Qatar Central Bank, the Qatar Financial CentreRegulatory Authority, the Qatar Financial Markets Authority or any other regulator in the state of Qatar.

Notice to BG Shareholders resident in South Korea

Shell makes no representation with respect to the eligibility of any person who receives or accesses thisScheme Document to acquire New Shell Shares under the laws of Korea, including, without limitation, theForeign Exchange Transaction Law and Regulations thereunder. The New Shell Shares have not been

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registered with the Financial Supervisory Commission of Korea for public offering under the FinancialInvestment Services and Capital Markets Act of Korea, and the New Shell Shares may not be offered, soldor delivered, or offered or sold to any person for reoffering or resale, directly or indirectly, in Korea or to anyresident of Korea except pursuant to the applicable laws and regulations of Korea. Furthermore, the NewShell Shares may not be resold to any resident of Korea unless the purchaser of the New Shell Sharescomplies with all applicable regulatory requirements (including, without limitation, governmentalapproval requirements under the Foreign Exchange Transaction Law and its subordinate decrees andregulations) in connection with the purchase of the New Shell Shares.

Notice to BG Shareholders resident in Thailand

This Scheme Document, and the information herein, has been prepared to publicise information regardingthe Combination and is not a prospectus for the offer for sale of the New Shell Shares in Thailand. Shelldoes not intend to register any portion of this offering in Thailand or to conduct a public offering inThailand.

Notice to BG Shareholders resident in Ukraine

There has been and will be no offer of any of the New Shell Shares or the BG Shares to the public inUkraine. This Scheme Document has not been, nor is intended to be, submitted to the National Securitiesand Stock Market Commission for any of the New Shell Shares or the BG Shares to be admissible forcirculation in Ukraine, and none of the New Shell Shares or the BG Shares shall be offered for circulation,distribution, placement, issuance, sale, purchase, disposal or other transfer in Ukraine. Accordingly,nothing in this Scheme Document nor any other documents, information or communications related tothe issue of the New Shell Shares shall be interpreted as containing any offer of, invitation to subscribe for,or solicitation of, any such circulation, distribution, placement, issuance, sale, purchase, disposal or othertransfer, or advertisement of any of the New Shell Shares or the BG Shares in the territory of Ukraine.

This Scheme Document has been prepared and is being made available to you to comply with theapplicable requirements of the laws of England and Wales. This Scheme Document is strictly for theprivate use of the person who receives or accesses it and may not be passed on to any third party orpublicly distributed.

Notice to BG Shareholders resident in the United Arab Emirates

This Scheme Document does not, and is not intended to constitute an offer of securities to the public, oran invitation to subscribe for securities, in the United Arab Emirates, in accordance with the CommercialCompanies Law, Federal Law No. 2 of 2015 (as amended) or otherwise, and accordingly should not beconstrued as such.

This Scheme Document is strictly private and confidential and is being made available only toBG Shareholders on the basis that: (i) the Combination has not been approved or licensed by or registeredwith the United Arab Emirates Central Bank or the Securities and Commodities Authority or any otherrelevant licensing authorities or governmental agencies in the United Arab Emirates; (ii) this SchemeDocument will not be provided to any person who is not a BG Shareholder and is not for generalcirculation in the United Arab Emirates and may not be reproduced or used for any other purpose; and(iii) the New Shell Shares will not be offered, sold, transferred or delivered to the public in the United ArabEmirates.

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Part IX NOTES FOR MAKING ELECTIONS UNDER THE MIX AND MATCH FACILITY AND THE SHELL A SHARE ALTERNATIVE

If you wish to receive 383 pence in cash and 0.4454 Shell B Shares for each Scheme Share that you hold atthe Scheme Record Time, DO NOT RETURN a Form of Election or send a TTE Electronic Election.

If you hold Scheme Shares in certificated form (that is, not in CREST) and you wish to make a Mix andMatch Election and/or a Shell A Share Alternative Election:

l You must complete and sign a Form of Election in accordance with the instructions printedthereon and return it to Equiniti either: (i) by post; or (ii) during normal business hours only, byhand, to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. An envelope isprovided for your convenience and no stamp is required for BG Shareholders returning the Formof Election from the UK.

l The Election Return Time (being the last time for lodging your Form of Election or making your TTEElectronic Election) is 4.30 p.m. on 12 February 2016 as set out in the expected timetable ofprincipal events on pages 17 and 18 of this document.

l Any changes to the Election Return Time will be announced by BG to a Regulatory InformationService in due course, with such announcement being made available on BG’s and Shell’s websitesat www.bg-group.com and www.shell.com, respectively.

If you hold Scheme Shares in uncertificated form (that is, in CREST) and you wish to make a Mix and MatchElection and/or a Shell A Share Alternative Election:

l You may submit your election electronically by taking (or procuring to be taken) the actions set outbelow to transfer the Scheme Shares in respect of which you wish to make a Mix and MatchElection and/or a Shell A Share Alternative Election to an escrow balance using a TTE ElectronicElection specifying Equiniti Limited (in its capacity as a CREST participant under the ID 5RA95) asthe escrow agent.

l If you wish to make a Mix and Match Election and/or a Shell A Share Alternative Election bycompleting a Form of Election you must rematerialise your BG Shares by completing a CREST stockwithdrawal form and you may request a Form of Election by contacting the Shareholder Helplineon the telephone number set out below.

l The Election Return Time (being the last time for lodging your Form of Election or making your TTEElectronic Election) is 4.30 p.m. on 12 February 2016 as set out in the expected timetable ofprincipal events on pages 17 and 18 of this document.

l Any changes to the Election Return Time will be announced by BG to a Regulatory InformationService in due course, with such announcement being made available on BG’s and Shell’s websitesat www.bg-group.com and www.shell.com, respectively.

If you hold Scheme Shares in both certificated and uncertificated form and you wish to make a Mix andMatch Election and/or Shell A Share Alternative Election in respect of both such holdings, you must makea separate election in respect of each holding.

If you hold Scheme Shares indirectly, you must rely on the procedures of the bank, broker, financialinstitution, share plan administrator or share plan nominee or other securities intermediary throughwhich you hold Scheme Shares. You should contact such intermediary for further instructions on how youcan instruct that intermediary to make an election under the Mix and Match Facility and/or the Shell AShare Alternative on your behalf and the date by which you must provide such instructions to theintermediary.

24.3(d)(vii)

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www.bg-group.com

www.shell.com

www.bg-group.com

www.shell.com

If you are a BG ADR Holder:

l BG ADR Holders will not be sent a Form of Election and will not be entitled to participate in theMix and Match Facility or the Shell A Share Alternative.

If you are an Overseas Shareholder or hold Scheme Shares on behalf of an Overseas Shareholder:

l Election Restricted Shareholders will not be sent a Form of Election and will not be entitled toparticipate in the Mix and Match Facility or the Shell A Share Alternative.

l You should inform yourself about and should observe any applicable legal or regulatoryrequirements in the jurisdiction in which you or the Scheme Shareholder(s) on whose behalf youhold Scheme Shares are located. If you are in any doubt about your position, you should consultyour professional adviser in the relevant territory. The Mix and Match Facility and Shell A ShareAlternative may not be available to certain Overseas Shareholders.

Options available under the Mix and Match Facility and the Shell A Share Alternative

As a result of the Mix and Match Facility and the Shell A Share Alternative, there are a total of six differentoptions available to Scheme Shareholders in respect of how they can elect to receive their Consideration.The six options for each Scheme Share are summarised below.

l Default Consideration: Under this option, Scheme Shareholders will receive 383 pence and 0.4454Shell B Shares for each Scheme Share held at the Scheme Record Time. If a Scheme Shareholderdoes not make any election, they will automatically receive the default Consideration. SchemeShareholders who wish to receive the default Consideration in respect of their entire holding ofScheme Shares are NOT required to return the Form of Election or make a TTE Electronic Election.

l All Cash (Shell B Shares): Under this option, Scheme Shareholders can elect to exchange the shareconsideration of 0.4454 New Shell Shares for each Scheme Share held for cash. In the event thatany such election cannot be fully satisfied and is scaled down, Scheme Shareholders will receive383 pence in cash and 0.4454 Shell B Shares in respect of each Scheme Share for which thiselection is not satisfied.

l All Shares (Shell B Shares): Under this option, Scheme Shareholders can elect to exchange the cashconsideration of 383 pence for each Scheme Share held for Shell B Shares. In the event that anysuch election cannot be fully satisfied and is scaled down, Scheme Shareholders will receive383 pence in cash and 0.4454 Shell B Shares in respect of each Scheme Share for which thiselection is not satisfied.

l Shell A Share Alternative only: Under this option, Scheme Shareholders can elect to receive 0.4454Shell A Shares (instead of 0.4454 Shell B Shares) and 383 pence in cash for each Scheme Share held.

l All Cash (Shell A Shares): Under this option, Scheme Shareholders can elect to exchange the shareconsideration of 0.4454 New Shell Shares for each Scheme Share held for cash. In the event that


If you have any questions in relation to this document, the BG Shareholder Meetings, or thecompletion and return of the Forms of Proxy, the Form of Election or the Royal Dutch Shell NomineeOpt-Out Form, please telephone the Shareholder Helpline on 0800 917 8611 from within the UK or

+44 121 415 0920 if calling from outside the UK between 9.00 a.m. and 5.30 p.m. (London time)Monday to Friday (except English and Welsh public holidays).


The Shareholder Helpline cannot provide advice on the merits of the Combination or the Scheme or giveany financial, legal or tax advice.

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any such election cannot be fully satisfied and is scaled down, Scheme Shareholders will receive383 pence in cash and 0.4454 Shell A Shares in respect of each Scheme Share for which thiselection is not satisfied.

l All Shares (Shell A Shares): Under this option, Scheme Shareholders can elect to exchange the cashconsideration of 383 pence for each Scheme Share held for Shell A Shares. In the event that anysuch election cannot be fully satisfied and is scaled down, Scheme Shareholders will receive383 pence in cash and 0.4454 Shell A Shares in respect of each Scheme Share for which thiselection is not satisfied.


The following table sets out the boxes on the Form of Election that you should complete if you wish toelect for one option in respect of ALL of your Scheme Shares. You should complete only the boxes indicatedbelow – you should leave all other boxes on the Form of Election blank.


If you wish to split your holding of Scheme Shares across the options set out above (a “Split Election”), youshould complete Parts 5 and 6 of the Form of Election. Parts 3 and 4 of the Form of Election should remainblank.

Please read the instructions in Part 5 of the Form of Election carefully before completing the boxes. If youcomplete Part 5 of the Form of Election, please ensure that the total of the numbers in Boxes 5.1 to 5.6 doesnot exceed your total holding of Scheme Shares as shown in Part 2 of the Form of Election (or, if you havebought or sold Scheme Shares since 14 December 2015, your total holding of Scheme Shares when youcomplete the Form of Election).

To the extent that elections under the Mix and Match Facility cannot be satisfied in full, they will be scaleddown on a pro rata basis. Please read the rest of this Part IX and Part 5 of the Form of Election to ensurethat you understand what will happen if any of your elections cannot be satisfied in full.

Further information on the Mix and Match Facility

Mix and Match Elections will only be accepted under the Mix and Match Facility in respect of a wholenumber of Scheme Shares. Any Mix and Match Election which is made in respect of a number of SchemeShares which is not a whole number shall be deemed to be made in respect of the nearest whole numberof Scheme Shares when rounded down.

Cash Elections and Share Elections will be satisfied only to the extent that other Scheme Shareholdersmake equal and opposite Mix and Match Elections. To the extent that Share Elections or Cash Electionscannot be satisfied in full: (i) the number of Scheme Shares in respect of which a Share Election or CashElection has been made shall be scaled down pro rata in proportion to the number of Scheme Shares inrespect of which the relevant Mix and Match Election is made (or as near thereto as BG and Shell in theirabsolute discretion consider practicable amongst electors); and (ii) the balance of the Scheme Shares thesubject of such Mix and Match Election shall be deemed to be Scheme Shares in respect of which no Mixand Match Election has been made.

Minor adjustments to the entitlements of Scheme Shareholders pursuant to Mix and Match Electionsmade under the Scheme may be made by Equiniti under instruction from BG and Shell on a basis that BGand Shell consider to be fair and reasonable to the extent necessary to satisfy all entitlements pursuant to


Default Consideration You should NOT complete the Form of Election

All Cash (Shell B Shares) Box 3.1 and Part 6

All Shares (Shell B Shares) Box 3.2 and Part 6

Shell A Share Alternative only Box 4 and Part 6

All Cash (Shell A Shares) Box 3.1, Box 4 and Part 6

All Shares (Shell A Shares) Box 3.2, Box 4 and Part 6

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Mix and Match Elections under the Scheme as nearly as may be practicable. Such adjustments shall befinal and binding on Scheme Shareholders.

Further information on the Shell A Share Alternative

Shell A Share Alternative Elections will only be accepted in respect of a whole number of Scheme Shares.Any Shell A Share Alternative Election which is made in respect of a number of Scheme Shares which is nota whole number shall be deemed to be made in respect of the nearest whole number of Scheme Shareswhen rounded down.

Implications of purchasing or selling Scheme Shares after a Mix and Match Election and/or a Shell A ShareAlternative Election has been made.

You should be aware that if you buy or sell Scheme Shares after having made a Mix and Match Electionand/or a Shell A Share Alternative Election, then the number of Scheme Shares to which your Mix andMatch Election and/or Shell A Share Alternative Election applies may be affected as set out below.

If a Scheme Shareholder has made a valid Mix and Match Election and/or a valid Shell A Share AlternativeElection in respect of ALL of his Scheme Shares by completing Part 3 and/or Part 4 of the Form of Election,that election will be applied to ALL of the Scheme Shares that such Scheme Shareholder holdsimmediately prior to the Scheme Record Time, even if the number of Scheme Shares held immediatelyprior to the Scheme Record Time is greater or lesser than the number of Scheme Shares held at the timeof making the election.

If a Scheme Shareholder has made a valid Mix and Match Election and/or a valid Shell A Share AlternativeElection in respect of a specified number of his Scheme Shares by completing Part 5 of the Form of Electionor by making a TTE Electronic Election, and immediately prior to the Scheme Record Time the SchemeShareholder holds a number of Scheme Shares that is equal to or greater than that specified number ofScheme Shares, then:

(a) all of that Scheme Shareholder’s elections will be applied in respect of the specified number of hisScheme Shares for which he has made such elections; and

(b) the Scheme Shareholder will receive the default Consideration in respect of any Scheme Share onwhich he did not make an election.

However, if a Scheme Shareholder has made a valid Mix and Match Election and/or a valid Shell A ShareAlternative Election in respect of a specified number of his Scheme Shares by completing Part 5 of theForm of Election or by making a TTE Electronic Election, and immediately prior to the Scheme Record Timethe Scheme Shareholder holds less than that specified number of Scheme Shares, then that SchemeShareholder’s elections will be applied to the Scheme Shares that he holds immediately prior to theScheme Record Time in the following order:

(a) first, any elections for “All Shares (Shell B Shares)”;

(b) second, any elections for “All Cash (Shell B Shares)”;

(c) third, any elections for “All Shares (Shell A Shares)”;

(d) fourth, any elections for “All Cash (Shell A Shares)”; and

(e) fifth, any elections for “Shell A Share Alternative only”.

Once elections have been applied to all the Scheme Shares held by the Scheme Shareholder immediatelyprior to the Scheme Record Time, all other elections made by that Scheme Shareholder will be disregarded.In addition, as elections will be applied to all of that Scheme Shareholder’s Scheme Shares, he will not bedeemed to have elected to receive the default Consideration in respect of any of his Scheme Shares.

Elections under the Mix and Match Facility that have been applied to Scheme Shares will be satisfied onlyto the extent that other BG Shareholders make off-setting elections. To the extent that elections cannotbe satisfied in full, they will be scaled down on a pro rata basis.

LR13.3.1(4)

24.3(d)(i)

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If you buy or sell Scheme Shares after having made a Mix and Match Election and/or a Shell A ShareAlternative Election and you do not want your elections to be affected as set out above, you shouldamend your election by following the instructions in the section entitled “Withdrawals andamendments” below.

Scheme Shares held in uncertificated form (that is, in CREST)

Shareholders who hold their Scheme Shares in uncertificated form and who wish to make an electionunder the Mix and Match Facility and/or the Shell A Share Alternative in respect of some or all of theirScheme Shares should make a TTE Electronic Election as described below.

If you are a CREST personal member and wish to make an election in respect of some or all of your SchemeShares, you should refer to your CREST sponsor before taking any action. Your CREST sponsor will be ableto confirm details of your participant ID and the member account ID under which your Scheme Shares areheld. In addition, only your CREST sponsor will be able to send the TTE Electronic Election to Euroclear inrelation to your Scheme Shares.

You should send (or, if you are a CREST personal member, procure that your CREST sponsor sends) a TTEElectronic Election to Euroclear which must be properly authenticated in accordance with Euroclear’sspecifications and which must contain, in addition to the other information that is required for a TTEElectronic Election to settle in CREST, the following details:

(a) the number of Scheme Shares in respect of which you are making the relevant election (suchScheme Shares to be transferred to an escrow balance);

(b) your member account ID;

(c) your participant ID;

(d) the participant ID of the escrow agent, Equiniti, in its capacity as a CREST Receiving Agent. This is“5RA95”;

(e) the relevant member account ID(s) of the escrow agent, Equiniti, in its capacity as a CRESTReceiving Agent:

Option Effect of making such election Member account ID

Default Consideration For each Scheme Share held you willreceive 383 pence and 0.4454 Shell BShares.

You do not need tomake a TTE ElectronicElection.

All Cash (Shell B Shares) For each Scheme Share for which thiselection is satisfied you will exchangethe share consideration of 0.4454New Shell Shares for cash.

In the event that this election cannotbe fully satisfied and is scaled down,you will receive 383 pence in cash and0.4454 Shell B Shares in respect ofeach Scheme Share on which yourelection is not satisfied.

BGSCASHB

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(f) the ISIN of the relevant Scheme Shares (this is “GB0008762899”);

(g) the intended settlement date (this should be as soon as possible and in any event by the ElectionReturn Time);

(h) the corporate action number for the transaction – this is allocated by Euroclear and can be foundby viewing the relevant corporate action details on screen in CREST;

(i) CREST standard delivery instructions priority of 80; and

(j) a contact name and telephone number (inserted in the shared note field of the TTE ElectronicElection).

After making the TTE Electronic Election, you will not be able to access the Scheme Shares concerned inCREST for any transaction or for charging purposes. If the Scheme is implemented in accordance with itsterms, the escrow agent will transfer the Scheme Shares to Shell. You are recommended to refer to theCREST Manual published by Euroclear for further information on the CREST procedure outlined above. ATTE Electronic Election is revocable. Please refer to the CREST Manual and the section entitled“Withdrawals and Amendments” below for information about how to withdraw a TTE Electronic Election.

Option Effect of making such election Member account ID

All Shares (Shell B Shares) For each Scheme Share for which thiselection is satisfied you will exchangethe cash consideration of 383 pencefor Shell B Shares.

In the event that this election cannotbe fully satisfied and is scaled down,you will receive 383 pence in cash and0.4454 Shell B Shares in respect ofeach Scheme Share on which yourelection is not satisfied.

BGSHAREB

Shell A Share Alternativeonly

For each Scheme Share held you willreceive 0.4454 Shell A Shares (insteadof 0.4454 Shell B Shares) and383 pence in cash.

SHLASALT

All Cash (Shell A Shares) For each Scheme Share for which thiselection is satisfied you will exchangethe share consideration of 0.4454New Shell Shares for cash.

In the event that this election cannotbe fully satisfied and is scaled down,you will receive 383 pence in cash and0.4454 Shell A Shares in respect ofeach Scheme Share on which yourelection is not satisfied.

BGSCASHA

All Shares (Shell A Shares) For each Scheme Share for which thiselection is satisfied you will exchangethe cash consideration of 383 pencefor Shell A Shares.

In the event that this election cannotbe fully satisfied and is scaled down,you will receive 383 pence in cash and0.4454 Shell A Shares in respect ofeach Scheme Share on which yourelection is not satisfied.

BGSHAREA

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You should note that Euroclear does not make available special procedures in CREST for any particularcorporate action. Normal system timings and limitations will therefore apply in connection with a TTEElectronic Election and its settlement. You should therefore ensure that all necessary action is taken by you(or by your CREST sponsor) to enable a TTE Electronic Election relating to your Scheme Shares to settle priorto the Election Return Time. In this connection, you are referred in particular to those sections of the CRESTManual concerning practical limitations of the CREST system and timings.

Withdrawals and amendments

If you have returned a Form of Election and subsequently wish to withdraw your Mix and Match Electionand/or Shell A Share Alternative Election, please contact Equiniti in writing by no later than 2.00 p.m. onthe Election Return Date. Please specify clearly that you would like to withdraw the Mix and MatchElection and/or Shell A Share Alternative Election that you have made and ensure that your requestcontains an original signature. Any written requests of this nature should be sent to Equiniti, CorporateActions, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom.

If you have returned a Form of Election and subsequently wish to amend your Mix and Match Electionand/or Shell A Share Alternative Election, please contact the Shareholder Helpline to request areplacement Form of Election. The replacement Form of Election must be received by Equiniti by no laterthan the Election Return Time and must be clearly indicated to be an amended Form of Election. Uponreceipt by Equiniti of a valid replacement Form of Election, any Form of Election which you previouslyreturned will cease to be valid.

If your Mix and Match Election and/or Shell A Share Alternative Election was made through a TTEElectronic Election, you may only withdraw your Mix and Match Election and/or Shell A Share AlternativeElection through CREST by sending (or, if you are a CREST sponsored member, procuring that your CRESTsponsor sends) an ESA instruction to settle in CREST by no later than 2.00 p.m. on the Election Return Datein relation to each Mix and Match Election and/or Shell A Share Alternative Election to be withdrawn. EachESA instruction must, in order for it to be valid and to settle, include the following details:

(a) the number of Scheme Shares to be withdrawn, together with their ISIN number, which is“GB0008762899”;

(b) your member account ID;

(c) your participant ID;

(d) the participant ID of the escrow agent, Equiniti, in its capacity as a CREST Receiving Agent. This is“5RA95”;

(e) the relevant member account ID(s) of the escrow agent, Equiniti, in its capacity as a CRESTReceiving Agent included in the relevant Mix and Match Election. This is:

(i) “BGSCASHB” if you made an election for “All Cash (Shell B Shares)”;

(ii) “BGSHAREB” if you made an election for “All Shares (Shell B Shares)”;

(iii) “SHLASALT” if you made an election for “Shell A Share Alternative only”;

(iv) “BGSCASHA” if you made an election for “All Cash (Shell A Shares)”; or

(v) “BGSHAREA” if you made an election for “All Shares (Shell A Shares)”;

(f) the CREST transaction ID of the election to be withdrawn;

(g) the intended settlement date for the withdrawal;

(h) the corporate action number for the transaction – this is allocated by Euroclear and can be foundby viewing the relevant corporate action details on screen in CREST; and

(i) CREST standard delivery instructions priority of 80.

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Any such withdrawal will be conditional upon Equiniti verifying that the withdrawal request is validlymade. Accordingly, Equiniti will on behalf of BG and Shell reject or accept the withdrawal or amendmentby transmitting in CREST an AEAD or AEAN message.

Late or incomplete elections

If any Form of Election or TTE Electronic Election in respect of a Mix and Match Election and/or a Shell AShare Alternative Election is either received after the Election Return Time or is received before such timeand date but is not valid or complete in all respects at such time and date, such Mix and Match Electionand/or Shell A Share Alternative Election shall, for all purposes, be void (unless BG and Shell, in theirabsolute discretion, elect to treat as valid, in whole or in part, any such Mix and Match Election and/orShell A Share Alternative Election).

General

Without prejudice to any other provision of this section or the Form of Election or otherwise, BG and Shellreserve the right (subject to the terms of the Combination and the provisions of the City Code) to treat asvalid in whole or in part any Mix and Match Election and/or Shell A Share Alternative Election which is notentirely in order.

No acknowledgements of receipt of any Form of Election, TTE Electronic Election or other documents willbe given. All communications, notices, other documents and remittances to be delivered by or to or sentto or from holders of Scheme Shares (or their designated agent(s)) or as otherwise directed will bedelivered by or to or sent to or from such holders of Scheme Shares (or their designated agent(s)) at theirown risk.

BG, Shell and their respective agents reserve the right to notify any matter to all or any SchemeShareholders with registered addresses outside the UK or to the nominees, trustees or custodians for suchScheme Shareholders by announcement in the UK or paid advertisement in any daily newspaperpublished and circulated in the UK or any part thereof, in which case such notice shall be deemed to havebeen sufficiently given notwithstanding any failure by any such Scheme Shareholders to receive or seesuch notice. All references in this document to notice in writing, or the provision of information in writing,by or on behalf of BG, Shell and their respective agents shall be construed accordingly. No such documentshall be sent to an address outside the UK where it would or might infringe the laws of that jurisdictionor would or might require BG or Shell to obtain any governmental or other consent or to effect anyregistration, filing or other formality with which, in the opinion of BG or Shell, it would be unable tocomply or which it regards as unduly onerous.

The Form of Election and all Mix and Match Elections and/or Shell A Share Alternative Electionsthereunder, and all action taken or made or deemed to be taken or made pursuant to any of these termsshall be governed by and interpreted in accordance with English law.

Execution of a Form of Election or the submission of a TTE Electronic Election by or on behalf of a SchemeShareholder will constitute his agreement that the courts of England are (subject to the paragraph below)to have non-exclusive jurisdiction to settle any dispute which may arise in connection with the creation,validity, effect, interpretation or performance of the Form of Election or the submission of a TTE ElectronicElection, and for such purposes that the electing Scheme Shareholder irrevocably submits to thejurisdiction of the English courts.

Execution of a Form of Election or the submission of a TTE Electronic Election by or on behalf of a SchemeShareholder will constitute his agreement that the agreement in the paragraph above is included for thebenefit of BG, Shell and their respective agents and accordingly, notwithstanding the agreement in theparagraph above, each of BG, Shell and their respective agents shall retain the right to, and may in itsabsolute discretion, bring proceedings in the courts of any other country which may have jurisdiction andthat the electing Scheme Shareholder irrevocably submits to the jurisdiction of the courts of any suchcountry.

If the Scheme is not implemented in accordance with its terms, any Mix and Match Election and any ShellA Share Alternative Election made shall cease to be valid.

Neither BG, Shell nor any of their respective advisers or any person acting on behalf of any one of themshall have any liability to any person for any loss or alleged loss arising from any decision as to the

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treatment of Mix and Match Elections and/or Shell A Share Alternative Elections under the Scheme on anyof the bases set out in this section or otherwise in connection therewith.

Unsettled trades

As at the close of trading on the last day of dealings in BG Shares prior to the Effective Date there may beunsettled, open trades for the sale and purchase of BG Shares within CREST. The BG Shares that are thesubject of such unsettled trades will be treated under the Scheme in the same way as any other BG Shareregistered in the name of the relevant seller under that trade. Consequently, those BG Shares will betransferred under the Scheme and the seller will receive the appropriate cash consideration and New ShellShares in accordance with the terms of the Combination and any valid Mix and Match Election and/orShell A Share Alternative Election made by the seller. However, CREST will automatically require the sellerto settle that unsettled trade in Shell A Shares or Shell B Shares (as applicable) at the same exchange ratioprovided by the terms of the Combination. Consequently, a seller within CREST will need to ensure that itholds or acquires the appropriate number of Shell A Shares or Shell B Shares (as applicable) necessary tosatisfy that trade at the relevant time. This position will be confirmed in due course by way of a CRESTbulletin to all CREST participants.

BG Share Plans

Proposals in relation to participants in BG Share Plans are set out in paragraph 13 of Part II (ExplanatoryStatement) of this document.

Separate communications will be sent to participants in the BG Share Plans explaining how theiroutstanding share options and/or awards will be affected by the Combination and any decisions they areable to make.

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Part XFINANCIAL AND RATINGS INFORMATION

Part A: Financial information relating to BG

The following sets out financial information in respect of BG as required by Rule 24.3 of the City Code. Thedocuments referred to below, the contents of which have previously been announced through aRegulatory Information Service, are incorporated into this document by reference pursuant to Rule 24.15 ofthe City Code:

l the audited accounts of BG for the financial year ended 31 December 2014 are set out on pages 84to 131 (both inclusive) of BG’s annual report and accounts for the financial year ended 31 December2014 available from BG’s website at www.bg-group.com;

l the audited accounts of BG for the financial year ended 31 December 2013 are set out on pages 86to 133 (both inclusive) of BG’s annual report and accounts for the financial year ended on31 December 2013 available from BG’s website at www.bg-group.com; and

l copies of any interim statements and preliminary announcements made by BG since the date ofits last published audited accounts available from BG’s website at www.bg-group.com.

Part B: BG ratings information

Immediately prior to the commencement of the Offer Period, BG Energy Holdings Ltd (“BGEH”) (being therated entity within the BG Group) had been assigned a rating of A- (credit watch with negativeimplications) by Standard & Poor’s, A2 (outlook negative) by Moody’s and A- (outlook negative) by Fitch.

Since the Offer Period began, Standard & Poor’s has revised the credit watch on BGEH’s rating todeveloping implications to signal the potential for an upgrade should the Scheme become effective.Moody’s has also placed BGEH’s rating on review for upgrade should the Scheme become effective basedon their view of the potential benefit of Shell’s larger and stronger credit profile and BG’s revised creditquality within the stronger Combined Group. Fitch has placed BGEH’s rating on rating watch positivereflecting their view that the Combination, if successful, would be a significant credit enhancement to theexisting business and materially reduce the risk of default for BG’s outstanding debt.

Part C: Financial information relating to Shell

The following sets out the financial information in respect of Shell required by Rule 24.3 of the City Code.The documents referred to below are incorporated into this document by reference pursuant to Rule 24.15of the City Code:

l the audited accounts of Shell for the financial year ended 31 December 2014 are set out onpages 99 to 141 (both inclusive) of Shell’s annual report and accounts for the financial year ended31 December 2014 available from Shell’s website at www.shell.com;

l the audited accounts of Shell for the financial year ended 31 December 2013 are set out onpages 96 to 139 (both inclusive) of Shell’s annual report and accounts for the financial year ended31 December 2013 available from Shell’s website at www.shell.com; and

l copies of any interim statements and preliminary announcements made by Shell since the date ofits last published audited accounts available from Shell’s website at www.shell.com.

Part D: Shell ratings information

Prior to the Offer Period, Shell had been assigned a long-term corporate issuer rating of:

l Aa1 (stable outlook) by Moody’s; and

l AA (negative outlook) by Standard & Poor’s.

24.3(e)

24.3(a)(iii)&(iv)

24.3(c)

24.3(a)(iii)&(iv)

24.3(c)

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www.bg-group.com

www.bg-group.com

www.bg-group.com

www.shell.com

www.shell.com

www.shell.com

Since the Offer Period began:

l on 9 April 2015, Standard & Poor’s placed Shell on CreditWatch negative, stating that theCombination would likely support Standard & Poor’s maintaining an excellent business riskassessment for Shell, but that the increase in debt caused by paying the cash consideration wouldlikely result in credit measures being consistent with a lower rating for several years;

l on 10 April 2015, Moody’s affirmed Shell’s Aa1 rating, taking into account the large equitycomponent to be used in the financing of the Combination, Shell’s strong balance sheet andsizeable cash balance, its focus on debt reduction once the transaction closes, and the combinedassets and larger portfolio benefits arising from the Combination. Moody’s changed the outlookto negative reflecting the lower oil and natural gas price environment, Shell’s expected weakercash flow and leverage metrics over the next few years, uncertainty over the pace of debtreduction and risks in realising targeted asset sales given lower commodity pricing. In the contextof a possible ratings downgrade or eventually stabilising the negative outlook, Moody’s stated thatit would monitor the larger pricing environment along with Shell’s combined operating cash flow,its success in selling assets and the pace of debt reduction, and its progress on portfoliooptimisation and capital allocation; and

l on 21 July 2015, Standard & Poor’s downgraded Shell to AA-, reflecting, under Standard & Poor’supdated base case, a weaker financial risk profile, chiefly due to soft oil prices and, despite somereduction, continuing substantial capital expenditures (capex). The negative outlook reflects thepotential for a one-notch downgrade mainly because of the possible adverse effect on creditmetrics of the partly net-debt-funded Combination. Standard & Poor’s stated that a downgrade orrating affirmation would depend on, among other factors, prevailing industry conditions at thedeal’s closing (the oil price in particular); its outlook for oil and gas prices; year end 2015 debtadjustments, both at Shell and BG; and other actions Shell could take in the meantime tostrengthen its credit metrics or quicken the pace of anticipated credit improvements.

In addition to the above, Shell has two unsolicited credit ratings, with Shell participating in neither creditrating process:

l prior to the Offer Period, Shell was assigned an unsolicited long-term corporate issuer rating of AA(stable outlook) by Fitch, and was placed on negative watch on 8 April 2015 following theannouncement of the Combination; and

l prior to the Offer Period, Shell was assigned an unsolicited senior unsecured rating of AA (stableoutlook) by Egan-Jones Ratings Company, downgraded to A+ on 8 April 2015 following theannouncement of the Combination.

No incorporation of website information

Save as expressly referred to herein, neither the content of BG’s or Shell’s websites, nor the content of anywebsite accessible from hyperlinks on BG’s or Shell’s websites, is incorporated into, or forms part of, thisdocument.

Note on 24.15

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Part XITHE SCHEME OF ARRANGEMENT

IN THE HIGH COURT OF JUSTICE Claim No. CR-2015-9055CHANCERY DIVISIONCOMPANIES COURT

IN THE MATTER OF BG GROUP PLC

-AND-

IN THE MATTER OF THE COMPANIES ACT 2006

SCHEME OF ARRANGEMENT(under Part 26 of the Companies Act 2006)

between

BG GROUP PLC

and

THE HOLDERS OF ITS SCHEME SHARES

(as each is hereinafter defined)

PRELIMINARY

(A) In this Scheme, unless inconsistent with the subject or context, the following expressions bear thefollowing meanings:

“Amended and Restated Trust Deed” the amended and restated trust deed originallymade on 19 May 2005 and amended and restatedwith effect from the Effective Date for the DividendAccess Trust pursuant to which, among other things,the Dividend Access Trustee may hold certain fundsin trust for holders of Shell B Shares;

“BG Articles” the articles of association of the Company, asamended from time to time;

“BG Share Plans” the BG Long-Term Incentive Plan 2008 (including theBG Deferred Bonus Plan 2008, the DiscretionaryIncentive Plan 2008 and the BG Voluntary BonusDeferral Plan), the BG Sharesave Plan 2008, the BGCompany Share Option Scheme, the BG Share AwardPlan, the BG Share Incentive Plan 2008 and the BGGlobal Partnership Plan;

“BG Shareholders” holders of BG Shares;

“BG Shares” ordinary shares of 10 pence each in the capital of theCompany;

“Business Day” a day (other than a Saturday, Sunday, public or bankholiday) on which banks are generally open forbusiness in London, other than solely for trading andsettlement in Euro;

24.3(d)(xi)

24.3(d)(v)

Section 10 of

Appendix 7

31.8

158

“Cash Election” has the meaning given in clause 4(D)(iii);

“Closing Price” the closing middle market quotation of a sharederived from the Daily Official List of the LondonStock Exchange;

“Companies Act” the Companies Act 2006 (as amended, modified,consolidated, re-enacted or replaced from time totime);

“Company” BG Group plc, a public limited company incorporatedin England and Wales with registered number03690065, whose registered office is at 100 ThamesValley Park Drive, Reading, Berkshire, RG6 1PT;

“Co-operation Agreement” the agreement dated 8 April 2015 between Shell andthe Company and relating, among other things, tothe implementation of the Combination;

“Court” the High Court of Justice in England and Wales;

“Court Hearing” the hearing by the Court of the application tosanction the Scheme under Part 26 of theCompanies Act;

“Court Meeting” the meeting of Scheme Shareholders, convened withthe permission of the Court under Part 26 of theCompanies Act to consider and, if thought fit, toapprove this Scheme (with or without modification),including any adjournment thereof;

“CREST” the relevant system to facilitate the transfer of titleto shares in uncertificated form (as defined in theCREST Regulations) in respect of which Euroclear isthe Operator (as defined in the CREST Regulations);

“CREST Regulations” the Uncertificated Securities Regulations 2001(S.I. 2001 No. 3755) (as amended from time to time);

“Dividend Access Share” the redeemable share in the capital of the Companyclassified as a dividend access share with a nominalvalue of 10 pence, having the rights attaching to it asset out in the new article 149 of the BG Articles to beadopted pursuant to the special resolution beingproposed at the General Meeting, to be allotted andissued to the Dividend Access Trustee pursuant toclause 1;

“Dividend Access Trust” the trust declared by the Dividend Access Trustee inrelation to the Existing Dividend Access Share and(from the Effective Date) the Dividend Access Share;

“Dividend Access Trustee” Computershare Trustees (Jersey) Limited, a companyincorporated in Jersey;

“Effective Date” the date on which this Scheme becomes effective;

“Election Restricted Jurisdiction” Italy and each of the Restricted Jurisdictions;

“Election Return Date” 12 February 2016 or such other date as may beannounced by the Company to a RegulatoryInformation Service (with such announcement being

159

made available on the Company’s and Shell’swebsites at www.bg-group.com and www.shell.com,respectively), such announcement being made priorto a date that would, absent such an announcement,be the Election Return Date;

“Election Return Time” 4.30 p.m. (UK time) on the Election Return Date;

“Equiniti” Equiniti Limited, the Company’s registrars;

“Euroclear” Euroclear UK & Ireland Limited;

“Excluded Shares” any BG Shares: (i) registered in the name of, orbeneficially owned by, Shell, any member of the ShellGroup or their respective nominees; (ii) registered inthe name of the Dividend Access Trustee; or (iii) heldby the Company in treasury;

“Existing Dividend Access Share” the redeemable share in the capital of ShellTransport classified as a dividend access share with anominal value of 25 pence;

“Form of Election” the form of election in respect of the Mix and MatchFacility and the Shell A Share Alternative to bedespatched to BG Shareholders;

“holder” includes any person entitled by transmission;

“General Meeting” the general meeting of BG Shareholders to beconvened in connection with the Scheme, includingany adjournment thereof;

“in certificated form” not in uncertificated form (that is, not in CREST);

“in uncertificated form” recorded on the relevant register as in uncertificatedform and title to which may, by virtue of the CRESTRegulations, be transferred by means of CREST;

“Latest Practicable Date” 18 December 2015, being the latest practicable dateprior to the date of publication of the SchemeCircular;

“LSE Admission” the admission of the New Shell Shares to thepremium listing segment of the Official List and totrading on the London Stock Exchange plc’s mainmarket for listed securities;

“Mix and Match Election” an election by a Scheme Shareholder under the Mixand Match Facility;

“Mix and Match Facility” the facility provided for in clause 4 under which aScheme Shareholder may, subject to off-settingelections being made by other Scheme Shareholders,elect to receive more cash or more New Shell Sharesin respect of his Scheme Shares than he wouldreceive absent such an election;

“Mix and Match Reference Price” the price used to calculate the basis on whichScheme Shareholders may elect to exchange cash forNew Shell Shares (and vice versa) under the Mix andMatch Facility;

160

www.bg-group.com

www.shell.com

“New Shell Shares” the Shell B Shares and, subject to a valid election tothat effect by a Scheme Shareholder (or if it is nolonger possible to issue Shell B Shares and subject tothe provisions of the Scheme Circular and theprovisions of the Co-operation Agreement), the ShellA Shares (in either case) proposed to be issued andallotted pursuant to the Combination;

“Panel” the Panel on Takeovers and Mergers;

“Receiving Agent” the receiving agent appointed for the purposes ofthe Scheme, being Equiniti;

“Registrar of Companies” the Registrar of Companies in England and Wales;

“Regulatory Information Service” any of the services authorised by the FinancialConduct Authority from time to time for thepurposes of disseminating regulatoryannouncements;

“Restricted Jurisdiction” Barbados, the Dubai International Financial Centre,Hong Kong, Malaysia, Oman, Saudi Arabia,Singapore, Trinidad and Tobago and any otherjurisdiction where the offer, extension or availabilityof the New Shell Shares would contravene anyapplicable law;

“Royal Dutch Shell Nominee Opt-Out Form” the form enabling Scheme Shareholders who holdBG Shares in certificated form to opt out of the RoyalDutch Shell Nominee Service which is being sent tosuch BG Shareholders;

“Royal Dutch Shell Nominee Service” the Royal Dutch Shell Nominee Service sponsored byShell and provided by Equiniti Financial ServicesLimited;

Austria, Belgium, Bulgaria, the Channel Islands,Croatia, Republic of Cyprus, Czech Republic,Denmark, Estonia, Finland, France, Germany,Gibraltar, Greece, Hungary, Iceland, Ireland, the Isle ofMan, Italy, Latvia, Liechtenstein, Lithuania,Luxembourg, Malta, Netherlands, Norway, Poland,Portugal, Romania, Slovakia, Slovenia, Spain,Sweden, Switzerland and the UK;

“Sanctions” any sanctions administered or enforced by anyUnited States government agency (including,without limitation, OFAC and the United StatesDepartment of State), the United Nations SecurityCouncil, the European Union, Her Majesty’s Treasuryor other relevant sanctions authority with whichShell and/or Equiniti are required to comply;

“Scheme” this scheme of arrangement in its present form orwith or subject to any modification, addition orcondition approved or imposed by the Court;

“Scheme Circular” the circular to BG Shareholders to be published bythe Company in connection with this Scheme;

“Scheme Record Time” 6.00 p.m. (UK time) on the Business Day after theCourt Hearing;

“Royal Dutch Shell Nominee ServiceJurisdictions”

161

“Scheme Shareholder” a holder of Scheme Shares;

“Scheme Shares” BG Shares:

(a) in issue at the date of this Scheme;

(b) issued after the date of this Scheme butbefore the Voting Record Time (if any); or

(c) issued at or after the Voting Record Time andon or prior to the Scheme Record Time onterms that the holders will be bound by thisScheme (if any),

in each case excluding any Excluded Shares;

“Share Election” has the meaning given to it in clause 4(D)(iii);

“Shell” Royal Dutch Shell plc, a public limited companyincorporated in England and Wales with registerednumber 04366849, whose head office is at Carel vanBylandtlaan 30, 2596 HR The Hague, the Netherlandsand whose registered office is at Shell Centre,London, SE1 7NA, United Kingdom;

“Shell Articles of Association” the current articles of association of Shell or, wherethe context so requires, the articles of association ofShell from time to time;

“Shell A Share Alternative” the alternative provided for in clause 4 under whicha Scheme Shareholder may elect to receive the sharecomponent of the consideration to which they areentitled under the Scheme as Shell A Shares asopposed to Shell B Shares;

“Shell A Share Alternative Election” an election by a Scheme Shareholder under the ShellA Share Alternative;

“Shell A Share Input Price” the price for each Shell A Share which shall be usedfor the purposes of calculating the Mix and MatchReference Price, being 1,463.5 pence (the ClosingPrice of a Shell A Share on the Latest PracticableDate);

“Shell A Shares” Shell A ordinary shares of €0.07 each;

“Shell B Share Input Price” the price for each Shell B Share which shall be usedfor the purposes of calculating the Mix and MatchReference Price, being 1,469.0 pence (the ClosingPrice of a Shell B Share on the Latest PracticableDate);

“Shell B Shares” Shell B ordinary shares of €0.07 each;

“Shell Group” Shell and its subsidiaries from time to time and“member of the Shell Group” shall be construedaccordingly (reference to “subsidiary” in thisdefinition are references to those entities over whichShell has control, either directly or indirectly, throughexposure or rights to their variable returns and theability to affect those returns through its power overthe entities);

“Shell Nominee” Equiniti Corporate Nominees Limited;

162

“Shell Transport” The Shell Transport and Trading Company Limited,incorporated in England and Wales with registerednumber 54485, whose registered office is at ShellCentre, London SE1 7NA;

“subsidiary” has the meaning given in section 1159 of theCompanies Act 2006;

“subsidiary undertaking” has the meaning given in section 1162 of theCompanies Act 2006;

“TTE Electronic Election” an election made in respect of the Mix and MatchFacility and/or the Shell A Share Alternative by aScheme Shareholder who holds Scheme Shares inuncertificated form in accordance with theprocedure detailed in Part IX entitled “Notes formaking elections under the Mix and Match Facilityand the Shell A Share Alternative” of the SchemeCircular;

“Voting Record Time” 6.00 p.m. (UK time) on the day which is two BusinessDays prior to the date of the Court Meeting or anyadjournment thereof (as the case may be),

and references to clauses are to clauses of this Scheme.

(B) As at the Latest Practicable Date, the issued ordinary share capital of the Company was£362,245,572.50 divided into 3,622,455,725 ordinary shares of 10 pence each all of which arecredited as fully paid and 204,570,932 of which are held in treasury.

(C) As at the Latest Practicable Date, the issued ordinary share capital of Shell is €450,193,253 dividedinto 3,990,921,569 A ordinary shares of €0.07 each and 2,440,410,614 B ordinary shares of €0.07each, all of which are credited as fully paid up. As at the Latest Practicable Date, neither any ShellA Shares nor any Shell B Shares are held in treasury.

(D) As at the Latest Practicable Date, no member of the Shell Group hold any BG Shares.

(E) Shell has agreed to appear by Counsel on the hearing to sanction this Scheme and to submit to bebound by and undertake to the Court to be bound by this Scheme and to execute and do, orprocure to be executed and done, all such documents, acts or things as may be necessary ordesirable to be executed or done by them or on their behalf for the purpose of giving effect to thisScheme.

(F) Shell will rely upon the Court’s sanctioning of the Scheme for the purpose of qualifying for theexemption from the registration requirements of the US Securities Act of 1933, as amended,provided by section 3(a)(10) thereof with respect to the New Shell Shares to be issued pursuant tothe Scheme.

(G) The Dividend Access Trustee has agreed to appear by Counsel on the hearing to sanction thisScheme and to submit to be bound by and undertake to the Court to be bound by clause 1 of thisScheme and to execute and do, or procure to be executed and done, all such documents, acts orthings as may be necessary or desirable to be executed or done by them or on their behalf for thepurpose of giving effect to clause 1 of this Scheme.

163

THE SCHEME

1. Dividend Access Share

(A) On the Effective Date, the Company shall provide a cash amount of 10 pence to the DividendAccess Trustee which shall, immediately following receipt, be used by the Dividend Access Trusteeto subscribe for the Dividend Access Share and the Company shall allot and issue the DividendAccess Share to the Dividend Access Trustee, fully paid-up with full title guarantee, and free fromall liens, equities, charges, encumbrances and other interests.

(B) In accordance with section 681 of the Companies Act, nothing in this clause 1 or the rest of thisScheme shall contravene section 678 of the Companies Act.

2. Transfer of Scheme Shares

(A) On the Effective Date, Shell (or such of its nominee(s) as are agreed between Shell and theCompany) shall acquire all of the Scheme Shares, fully paid-up with full title guarantee, and freefrom all liens, equities, charges, encumbrances and other interests.

(B) For such purposes, the Scheme Shares shall be transferred to Shell (or such of its nominee(s) as areagreed between Shell and the Company) and to give effect to such transfers any person may beappointed by the Company as attorney and/or agent and/or otherwise and shall be authorised assuch attorney and/or agent and/or otherwise on behalf of the relevant holder of Scheme Sharesto execute and deliver as transferor a form of transfer or other instrument or instruction oftransfer (whether as a deed or otherwise) of such Scheme Shares and every form, instrument orinstruction of transfer so executed shall be as effective as if it had been executed by the holder orholders of the Scheme Shares thereby transferred.

(C) Pending the transfer of the Scheme Shares pursuant to clause 2(B), each Scheme Shareholderirrevocably appoints Shell and/or its nominee(s) as their attorney and/or agent and/or otherwiseto exercise (in place of and to the exclusion of the relevant Scheme Shareholder) any voting rightsattached to the Scheme Shares and any or all rights and privileges attaching to the Scheme Shares,to sign any consent to short notice of a general or separate class meeting and on their behalf toexecute a form of proxy in respect of such shares appointing any person nominated by Shell toattend general and separate class meetings of the Company and authorises the Company to sendto Shell any notice, circular, warrant or other document or communication which may be requiredto be sent to them as a member of the Company, such that from the Effective Date, no SchemeShareholder shall be entitled to exercise any voting rights attached to the Scheme Shares or anyother rights or privileges attaching to the Scheme Shares.

3. Consideration for the transfer of Scheme Shares

(A) In consideration of the transfer of the Scheme Shares to Shell, Shell shall, subject to the remainingprovisions of this Scheme:

(i) pay or procure that there shall be paid to or for the account of each Scheme Shareholder(as appearing in the register of members of the Company at the Scheme Record Time)383 pence in cash per Scheme Share held by the Scheme Shareholder at the SchemeRecord Time; and

(ii) issue to each Scheme Shareholder (as appearing in the register of members of theCompany at the Scheme Record Time), 0.4454 Shell B Shares per Scheme Share held by theScheme Shareholder at the Scheme Record Time.

(B) The New Shell Shares issued pursuant to clause 3(A) and the remaining provisions of this Schemeshall be issued credited as fully paid and will rank pari passu in all respects with the Shell Sharesin issue at the time the New Shell Shares are issued including in relation to the right to receivenotice of, and to attend and vote at, general meetings of Shell, the right to receive and retain anydividends and other distributions declared, made or paid by reference to a record date falling afterthe Effective Date (in the case of the new Shell B Shares, including in respect of any dividends paidthrough the dividend access arrangements established as contemplated by the Shell Articles of

164

Association and set out in the Amended and Restated Trust Deed) and to participate in the assetsof Shell upon a winding-up of Shell.

4. Mix and Match Facility and Shell A Share Alternative

(A) Elections made by Scheme Shareholders under the Mix and Match Facility and/or the Shell A ShareAlternative will not affect the entitlements of Scheme Shareholders who do not make any suchelection.

(B) Elections will only be accepted under the Mix and Match Facility and/or the Shell A ShareAlternative in respect of a whole number of Scheme Shares. Any election which is made in respectof a number of Scheme Shares which is not a whole number shall be deemed to be made inrespect of the nearest whole number of Scheme Shares when rounded down.

(C) The Mix and Match Reference Price shall be the weighted average between a Shell A Share InputPrice and a Shell B Share Input Price, calculated as follows:

(D) The following provisions shall apply:

(i) the total aggregate number of New Shell Shares to be issued to Scheme Shareholders inaccordance with clause 3 will not be increased or decreased as a result of elections madepursuant to this clause 4 save where required to accommodate rounding of individualentitlements down to the nearest whole Scheme Share;

(ii) the aggregate amount of cash consideration to be paid to Scheme Shareholders inaccordance with clause 3 will not be increased or decreased as a result of elections madepursuant to this clause 4 save where required to accommodate any payment in cashpursuant to clause 6 to a Scheme Shareholder who would have otherwise been entitled toa fraction of a New Shell Share;

(iii) valid elections made by Scheme Shareholders to receive more New Shell Shares than theywould receive absent such an election (each such election a “Share Election”) will besatisfied only to the extent that other Scheme Shareholders make off-setting electionsunder the Mix and Match Facility for more cash than they would receive absent such anelection (each such election a “Cash Election”);

(iv) valid Cash Elections made by Scheme Shareholders will be satisfied only to the extent thatother Scheme Shareholders make off-setting Share Elections;

(v) a Scheme Shareholder may make a valid Cash Election or a Share Election in respect of allor part of his holding of Scheme Shares. A Scheme Shareholder may make a Cash Electionin respect of some of his Scheme Shares and a Share Election in respect of others; and

(vi) a Scheme Shareholder may make a valid Shell A Share Alternative Election in respect of allor part of his holding of Scheme Shares.

(E) To the extent that valid Share Elections or Cash Elections cannot be satisfied in full:

(i) the number of Scheme Shares in respect of which an elector has made a valid ShareElection or Cash Election will be scaled down pro rata in proportion to the number ofScheme Shares in respect of which the election is made (or as near thereto as theCompany and Shell in their absolute discretion consider practicable) amongst electors;and


=


Election which are notsubject to a Shell A Share

Alternative Election) x (ShellB Share Input Price)

+

(Percentage of BG Sharessubject to a Mix and MatchElection which are subject

to a Shell A ShareAlternative Election) x (Shell

A Share Input Price)

165

(ii) in respect of the balance of the Scheme Shares held by each such elector, such SchemeShareholder shall be deemed not to have made a Cash Election or a Share Election.

(F) Minor adjustments to the entitlements of Scheme Shareholders pursuant to Mix and MatchElections made under this Scheme may be made by the Receiving Agent with the prior consent ofthe Company and Shell on a basis that the Company and Shell consider to be fair and reasonableto the extent necessary to satisfy all entitlements pursuant to elections under this Scheme asnearly as may be practicable. Such adjustments shall be final and binding on SchemeShareholders.

(G) If a Scheme Shareholder has made a valid Cash Election or Share Election and/or a valid ShellA Share Alternative Election in respect of all of his Scheme Shares by completing Part 3 and orPart 4 of the Form of Election, then:

(i) the validity of the Cash Election or the Share Election (as the case may be), shall not beaffected by any alteration in the number of Scheme Shares held by the SchemeShareholder at any time prior to the Scheme Record Time; and

(ii) accordingly, the Cash Election or the Share Election (as the case may be), will apply inrespect of all of the Scheme Shares which the Scheme Shareholder holds immediatelyprior to the Scheme Record Time.

(H) If a Scheme Shareholder has made a valid Mix and Match Election and/or Shell A Share AlternativeElection in respect of a specified number of his Scheme Shares by completing Part 5 of the Formof Election or by making a TTE Electronic Election, and, immediately prior to the Scheme RecordTime, the number of Scheme Shares held by the Scheme Shareholder is equal to or greater thanthat specified number of Scheme Shares, then:

(i) all of that Scheme Shareholder’s elections will be applied in respect of the specifiednumber of his Scheme Shares for which he made such elections; and

(ii) the Scheme Shareholder will receive the default Consideration in respect of any SchemeShare on which he did not make an election.

(I) If a Scheme Shareholder has made a valid Mix and Match Election and/or a valid Shell A ShareAlternative Election in respect of a specified number of his Scheme Shares by completing Part 5 ofthe Form of Election or by making a TTE Electronic Election and, immediately prior to the SchemeRecord Time, the Scheme Shareholder holds less than that specified number of Scheme Shares,that Scheme Shareholder’s elections will be applied to the Scheme Shares that he holdsimmediately prior to the Scheme Record Time in the following order:

(i) first, the Scheme Shareholder’s valid Share Elections in respect of Scheme Shares on whichhe has not made any Shell A Share Alternative Elections shall be applied;

(ii) second, the Scheme Shareholder’s valid Cash Elections in respect of Scheme Shares onwhich he has not made any Shell A Share Alternative Elections shall be applied;

(iii) third, the Scheme Shareholder’s valid Share Elections in respect of Scheme Shares onwhich he has made Shell A Share Alternative Elections shall be applied;

(iv) fourth, the Scheme Shareholder’s valid Cash Elections in respect of Scheme Shares onwhich he has made Shell A Share Alternative Elections shall be applied; and

(v) fifth, the Scheme Shareholder’s Shell A Share Alternative Elections in respect of SchemeShares on which he has not made any Cash Elections or Share Elections shall be applied,

provided that no further elections shall be applied to Scheme Shares once the number of SchemeShares for which elections have been applied equals the number of Scheme Shares held by theScheme Shareholder immediately prior to the Scheme Record Time.

(J) Elections under the Mix and Match Facility and/or the Shell A Share Alternative made by SchemeShareholders who hold their Scheme Shares in certificated form shall be made by completion of a

166

Form of Election which shall be signed by the Scheme Shareholder or his duly authorised agent (or,in the case of a body corporate, signed by an authorised person) and in the case of joint holders inlike manner by or on behalf of all such holders. To be effective the Form of Election must becompleted and returned either: (i) by post; or (ii) during normal business hours only, by hand, toEquiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to be received no laterthan the Election Return Time.

(K) Elections under the Mix and Match Facility and/or the Shell A Share Alternative made by SchemeShareholders who hold their Scheme Shares in uncertificated form shall be made by way of TTEElectronic Election. To be effective a TTE Electronic Election must be made and received by not laterthan the Election Return Time.

(L) Upon signing and delivery by a Scheme Shareholder of a valid Form of Election or the making of avalid TTE Electronic Election, such holder shall be bound by the terms and provisions contained inthe Form of Election or the TTE Electronic Election (as the case may be) and by the terms andprovisions contained in Part IX of the Scheme Circular entitled “Notes for making elections underthe Mix and Match Facility and the Shell A Share Alternative” unless such Form of Election or TTEElectronic Election is validly withdrawn or amended in accordance with the remaining provisionsof this Scheme.

(M) If a Form of Election or a TTE Electronic Election is received after the Election Return Time or isreceived before such time but is not, or is deemed not to be, valid or complete in all respects atsuch time, then such election shall be void unless the Company and Shell, in their absolutediscretion, elect to treat as valid in whole or in part any such election.

(N) A Form of Election duly completed and delivered or a TTE Electronic Election made in accordancewith this clause 4 may be withdrawn by notice to the Receiving Agent in writing for those SchemeShareholders who have returned a Form of Election and in electronic format for those SchemeShareholders who have made a TTE Electronic Election in both cases to be received by 2.00 p.m. onthe Election Return Date.

(O) A Form of Election duly completed and delivered in accordance with this clause 4 may be amendedby the submission of a valid replacement Form of Election by the relevant Scheme Shareholder tothe Receiving Agent to be received by the Election Return Time and clearly indicated to be anamended Form of Election. Upon receipt by the Receiving Agent of a valid replacement Form ofElection, any Form of Election previously submitted by the relevant Scheme Shareholder shallcease to be valid.

(P) No election under the Mix and Match Facility or the Shell A Share Alternative shall be available toa Scheme Shareholder who is resident, located or has a registered address in an Election RestrictedJurisdiction or to whom clause 8(A)(ii) applies. Any purported election by such a SchemeShareholder shall be void.

5. Settlement

(A) Settlement shall be effected as follows:

(i) where, immediately prior to the Scheme Record Time, a Scheme Shareholder holdsScheme Shares in certificated form, settlement of any cash consideration to which theScheme Shareholder is entitled shall be settled by Shell by cheque. Cheques shall bedespatched as soon as practicable after the Effective Date, and in any event within 14 daysof the Effective Date;

(ii) where, immediately prior to the Scheme Record Time, a Scheme Shareholder holds SchemeShares in uncertificated form, settlement of any cash consideration to which the SchemeShareholder is entitled shall be paid by means of CREST by Shell procuring that Euroclear isinstructed to create an assured payment obligation in favour of the Scheme Shareholder’spayment bank in respect of the cash consideration due to them as soon as practicable afterthe Effective Date, and in any event within 14 days of the Effective Date, in accordance withthe CREST assured payment arrangements, provided that Shell reserves the right to makesuch payment by cheque as set out in clause 5(A)(i) if, for reasons outside its reasonablecontrol, it is not able to effect settlement in accordance with this clause 5(A)(ii);

24.3(d)(v)

Appendix 7,

section 10

31.8

167

(iii) where, immediately prior to the Scheme Record Time, a Scheme Shareholder holdsScheme Shares in certificated form, Shell shall procure that the New Shell Shares to whicha Scheme Shareholder becomes entitled shall be allotted and issued in accordance withclause 7;

(iv) where, immediately prior to the Scheme Record Time, a Scheme Shareholder holdsScheme Shares in uncertificated form, settlement of entitlements to New Shell Shares willbe effected through CREST. Shell shall procure that Euroclear is instructed to credit theappropriate stock account in CREST of the relevant Scheme Shareholder (or such stockaccount in CREST as that Scheme Shareholder shall, with the approval of Shell, direct) withsuch relevant Scheme Shareholder’s entitlement to New Shell Shares as soon aspracticable after the Effective Date, and in any event within 14 days of the Effective Date,provided that Shell reserves the right to settle all or part of such consideration in themanner set out in clause 5(A)(iii) if, for reasons outside its reasonable control, it is not ableto effect settlement in accordance with this clause 5(A)(iv).

(B) As from the Effective Date, each holding of Scheme Shares credited to any stock account in CRESTshall be disabled and all Scheme Shares will be removed from CREST in due course.

(C) All deliveries of notices, statements of entitlement and/or cheques required to be made under thisScheme shall be made by sending the same by first class post (or by such other method as may beapproved by the Panel) addressed to the person entitled thereto to the address appearing in theregister of members of the Company or, in the case of joint holders, to the address of the holderwhose name stands first in such register in respect of the joint holding concerned at such time.

(D) All cheques shall be in pounds sterling and drawn on a United Kingdom clearing bank and shall bemade payable to the Scheme Shareholder concerned or, in the case of joint holders, to the holderwhose name stands first in the register of members of the Company in respect of the joint holdingconcerned at the Scheme Record Time and the encashment of any such cheque or the creation ofany such assured payment obligation as is referred to in clause 5(A)(ii) shall be a completedischarge to Shell for the moneys represented thereby.

(E) Neither the Company nor Shell shall be responsible for any loss or delay in the transmission of thestatements of entitlement, share certificates or cheques sent to Scheme Shareholders inaccordance with this clause 5 and clause 7, which shall be posted at the risk of the SchemeShareholder.

6. Fractional entitlements

(A) The aggregate number of New Shell Shares to which a Scheme Shareholder is entitled underclauses 3 and 4 shall, in each case, be rounded down to the nearest whole number.

(B) No fractions of New Shell Shares shall be allotted to any Scheme Shareholder, but the cash valueof the New Shell Shares to which each Scheme Shareholder would otherwise have been entitledwill be calculated based on the opening price(s) of a Shell A Share and/or a Shell B Share (asapplicable) on the London Stock Exchange on the day of LSE Admission, and such amount will bepaid by Shell in cash in pounds sterling to such Scheme Shareholders entitled thereto insatisfaction of what would otherwise have been their respective fractional entitlements to a ShellA Share and/or a Shell B Share, provided that where the total aggregate amount to which aScheme Shareholder is entitled is less than £5.00 such amount will not be paid to such SchemeShareholder but will be retained by Shell.

(C) Payment of any amounts to which a Scheme Shareholder is entitled under clause 6(B) will bemade in accordance with clause 5(A)(i) or 5(A)(ii), as appropriate.

7. Royal Dutch Shell Nominee Service

(A) Where, immediately prior to the Scheme Record Time, a Scheme Shareholder holds Scheme Sharesin certificated form and:

(i) such Scheme Shareholder has a registered address in a Royal Dutch Shell Nominee ServiceJurisdiction; and

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(ii) such Scheme Shareholder has not opted out of the Royal Dutch Shell Nominee Service byreturning a valid Royal Dutch Shell Nominee Opt-Out Form to the Receiving Agent by theElection Return Time,

such Scheme Shareholder shall, upon sanction of the Scheme by the Court, be deemed to bebound by the terms and conditions of the Royal Dutch Shell Nominee Service as set out inAppendix 1 to the Scheme Circular and Shell shall procure that the New Shell Shares to which suchScheme Shareholder becomes entitled shall be allotted and issued as soon as practicable on orafter the Effective Date, and in any event within 14 days of the Effective Date, to the Royal DutchShell Nominee and held by the Royal Dutch Shell Nominee on behalf of such Scheme Shareholderthrough CREST in accordance with the terms and conditions of the Royal Dutch Shell NomineeService.

(B) Where, immediately prior to the Scheme Record Time, a Scheme Shareholder holds Scheme Sharesin certificated form and:

(i) such Scheme Shareholder does not have a registered address in a Royal Dutch ShellNominee Service Jurisdiction; or

(ii) such Scheme Shareholder has opted out of the Royal Dutch Shell Nominee Service byreturning a valid Royal Dutch Shell Nominee Opt-Out Form to the Receiving Agent by theElection Return Time,

Shell shall procure that the New Shell Shares to which such Scheme Shareholder becomes entitledshall be allotted and issued to such Scheme Shareholder in certificated form and that sharecertificates shall be despatched as soon as practicable after the Effective Date, and in any eventwithin 14 days of the Effective Date.

8. Overseas shareholders

(A) The provisions of clauses 3, 4, 5, 6 and 7 shall be subject to any prohibition or condition imposedby law. Without prejudice to the generality of the foregoing, if in the case of any SchemeShareholder, Shell is advised that the law of a country or territory outside the United Kingdomprecludes:

(i) the allotment, issue or delivery to it of New Shell Shares under clause 5; or

(ii) the provision to it of the right to make an election under the Mix and Match Facility or theShell A Share Alternative pursuant to clause 4, or,

in either case, precludes the same except after compliance by the Company or Shell (as the casemay be) with any governmental or other consent or any registration, filing or other formality withwhich the Company or Shell (as the case may be) is unable to comply or compliance with whichthe Company or Shell (as the case may be) regards as unduly onerous, then:

(a) Shell may determine in its sole discretion that any such New Shell Shares shall notbe allotted and issued to such Scheme Shareholder but instead Shell shall pay toany Scheme Shareholder to whom clause 8(A)(i) applies the cash value of suchScheme Shareholder’s entitlement to New Shell Shares. The cash value of the NewShell Shares will be calculated based on the opening price of a Shell B Share on theLondon Stock Exchange on the day of LSE Admission, and such amount will be paidin cash by Shell to the relevant Scheme Shareholder in satisfaction of hisentitlement to New Shell Shares; and

(b) in the case of a Scheme Shareholder who is resident, located or has a registeredaddress in an Election Restricted Jurisdiction or to whom clause 8(A)(ii) applies, noelection made by such Scheme Shareholder under the Mix and Match Facility orthe Shell A Share Alternative shall be of any effect and the omission to send a Formof Election to such Scheme Shareholder or to recognise any election made by suchScheme Shareholder shall not constitute a breach by the Company or Shell of anyof their respective obligations under this Scheme.

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9. Sanctions

Access to any consideration (whether in the form of cash or New Shell Shares) due to any SchemeShareholder who is subject to any Sanction, including as a result of being located in a country subject toa Sanction, may be restricted in accordance with the relevant Sanctions to which such SchemeShareholder is subject and such restrictions shall remain in place until such Scheme Shareholder ceases tobe subject to any Sanction.

10. Certificates in respect of Scheme Shares

With effect from the Effective Date:

(i) all certificates representing Scheme Shares shall cease to be valid as documents of title to theshares represented thereby;

(ii) Euroclear shall be instructed to cancel the entitlements to Scheme Shares of holders of SchemeShares in uncertificated form; and

(iii) following the cancellation of the entitlements to Scheme Shares of holders of Scheme Shares inuncertificated form, Equiniti shall be authorised to rematerialise entitlements to such SchemeShares.

11. Mandates

All mandates relating to the monetary payment of dividends on the Scheme Shares and other instructions,including communications preferences, given to the Company by Scheme Shareholders and in force at theScheme Record Time shall, unless and until revoked or amended, be deemed as from the Effective Date tobe valid and effective mandates or instructions to Shell in relation to the New Shell Shares issued inrespect thereof, except to the extent that a Scheme Shareholder already holds Shell Shares at the SchemeRecord Time (and Equiniti is able to match such holdings), in which case any mandates and instructions inrelation to those existing Shell Shares will also apply to the New Shell Shares issued to that SchemeShareholder.

12. Effective time

(A) This Scheme shall become effective as soon as a copy of the order of the Court under Part 26 ofthe Companies Act sanctioning the Scheme shall have been delivered to the Registrar ofCompanies.

(B) Unless this Scheme shall become effective on or before 31 July 2016 or such later date, if any, as theCompany and Shell may agree (with the Panel’s consent) and the Court may allow, this Schemeshall never become effective.

13. Modification

The Company and Shell may jointly consent on behalf of all persons concerned to any modification of oraddition to this Scheme or to any condition which the Court may approve or impose.

14. Governing law

This Scheme is governed by English law and is subject to the jurisdiction of English courts. The rules of theCity Code on Takeovers and Mergers apply to this Scheme.

22 December 2015

LR13.3.1(7)

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Part XIIDEFINITIONS

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

Admission the admission of the New Shell Shares to: (i) the premium listingsegment of the Official List and to trading on the London StockExchange’s main market for listed securities; and (ii) listing andtrading on Euronext Amsterdam

ADR Voting Instruction Card the voting instruction card for use by BG ADR Holders to instructthe BG Depositary in connection with the BG ShareholderMeetings

ADR Voting Record Time 6.00 p.m. (New York time) on 31 December 2015 or, if the BGShareholder Meetings are adjourned, such later time or date asmay be announced

Amended and Restated Trust Deed the amended and restated trust deed originally made on 19 May2005 and amended and restated with effect from the EffectiveDate for the Dividend Access Trust pursuant to which, amongother things, the Dividend Access Trustee may hold certain fundsin trust for holders of Shell B Shares

Bank of America Merrill Lynch Merrill Lynch International, a subsidiary of Bank of AmericaCorporation, incorporated in England and Wales with registerednumber 02312079, whose registered office is at 2 King EdwardStreet, London EC1A 1HQ

bbl barrel

BG BG Group plc, a public limited company incorporated in Englandand Wales with registered number 03690065, whose registeredoffice is at 100 Thames Valley Park Drive, Reading, Berkshire, RG61PT

BG ADR Holders the holders of BG ADRs

BG ADRs American depositary receipts issued by the BG Depositary, eachevidencing an American depositary share, which represents oneBG Share

BG Articles the articles of association of BG as amended from time to time

BG Board the BG Directors collectively

BG Deposit Agreement the Amended and Restated Deposit Agreement dated as of 10April 2015 among BG, JPMorgan Chase Bank, N.A., and all holdersfrom time to time of BG ADRs issued thereunder

BG Depositary the depositary or, as the context may require, the custodian actingas nominee or agent for the depositary, from time to time for theBG ADRs pursuant to the BG Deposit Agreement

BG Directors the directors of BG as at the date of this document or, where thecontext so requires, the directors of BG from time to time

BG Dividend Access Share the redeemable dividend access share in the capital of BGproposed to be allotted and issued to the Dividend Access Trusteepursuant to the Scheme and having the rights attaching to it asset out in the new article 149 of the BG Articles to be adoptedsubject to the Special Resolution being duly passed

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BG Executive Directors Helge Lund and Simon Lowth

BG Financial Advisers Goldman Sachs, Robey Warshaw and Rothschild

BG General Meeting the general meeting (or any adjournment thereof) of the BGShareholders to be convened in connection with the Scheme,expected to be held as soon as the preceding Court Meeting shallhave been concluded or adjourned

BG Group BG and its subsidiaries and subsidiary undertakings

BG Non-Executive Directors Andrew Gould, Sir John Hood, Vivienne Cox, Pamela Daley, MartinFerguson, Baroness Hogg, Caio Koch-Weser, Lim Haw-Kuang,Sir David Manning, Mark Seligman and Patrick Thomas

BG Shareholder Meeting(s) the Court Meeting and/or the BG General Meeting, as the casemay be

BG Shareholders the holders of BG Shares from time to time (any such holder beinga “BG Shareholder”)

BG Share Plans the BG Long-Term Incentive Plan 2008 (including the BG DeferredBonus Plan 2008, the Discretionary Incentive Plan 2008, and theBG Voluntary Bonus Deferral Plan), the BG Sharesave Plan 2008,the BG Company Share Option Scheme, the BG Share Award Plan,the BG Share Incentive Plan 2008 and the BG Global PartnershipPlan

BG Shares BG ordinary shares of 10 pence each

boe barrels of oil equivalent

boed barrels of oil equivalent per day

Break Payment Event has the meaning given to it in paragraph 9.2 of Part VI (AdditionalInformation) of this document

Bridge Credit Facility has the meaning given to it in paragraph 8.2 of Part VI (AdditionalInformation) of this document

Business Day a day (other than a Saturday, Sunday, public or bank holiday) onwhich banks are generally open for business in London, other thansolely for trading and settlement in Euro

Cash Election a Mix and Match Election to receive a greater proportion of cashfor each Scheme Share pursuant to the terms of the Mix andMatch Facility

CCS current cost of supplies

certificated or in certificated form not in uncertificated form (that is, not in CREST)

City Code or Code the City Code on Takeovers and Mergers, as amended from time totime

Closing Price the closing middle market quotations of a share derived from theDaily Official List of the London Stock Exchange

CMA UK Competition and Markets Authority

Combination the proposed acquisition of the entire issued and to be issuedshare capital of BG by Shell, to be effected by the Scheme as

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described in this document (or by the Offer under certaincircumstances described in this document)

Combined Group the enlarged group following completion of the Combinationcomprising the BG Group and the Shell Group

Companies Act the Companies Act 2006 (as amended, modified, consolidated,re-enacted or replaced from time to time)

Conditions the conditions to the implementation of the Combination set outin Part A of Part III (Conditions to and further terms of theImplementation of the Combination and the Scheme) of thisdocument and a “Condition” shall mean any one of them

Consideration the consideration payable to BG Shareholders in connection withthe Combination comprising a cash component of 383 pence perBG Share and a share component of 0.4454 Shell B Shares per BGShare, subject to any elections made under the Mix and MatchFacility and/or the Shell A Share Alternative

Co-operation Agreement the agreement dated 8 April 2015 between Shell and BG andrelating, among other things, to the implementation of theCombination

Court the High Court of Justice in England and Wales

Court Hearing the hearing by the Court of the application to sanction theScheme under Part 26 of the Companies Act

Court Meeting the meeting (or any adjournment thereof) of the SchemeShareholders to be convened by order of the Court pursuant toPart 26 of the Companies Act to consider and, if thought fit,approve the Scheme (with or without modification), notice ofwhich is set out in Part XIII (Notice of Court Meeting) of thisdocument (including any adjournment thereof)

Court Order the order of the Court sanctioning the Scheme under Part 26 ofthe Companies Act

CREST the relevant system to facilitate the transfer of title to shares inuncertified form (as defined in the CREST Regulations) in respectof which Euroclear UK & Ireland Limited is the Operator (asdefined in the CREST Regulations)

CREST Manual the CREST Manual published by Euroclear, as amended from timeto time

CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) asamended from time to time

Daily Official List the daily official list of the London Stock Exchange

Disclosed the information fairly disclosed by, or on behalf of BG: (i) in theAnnual Report and Accounts of the BG Group for the financial yearended 31 December 2014; (ii) in the Rule 2.7 Announcement; (iii) inany other public announcement made by BG in accordance withthe Listing Rules, Disclosure Rules or Transparency Rules after31 December 2014 but prior to the date of the Rule 2.7Announcement; or (iv) as disclosed in writing prior to the date ofthe Rule 2.7 Announcement by or on behalf of BG to Shell (or itsrespective officers, employees, agents or advisers in their capacityas such)

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Disclosure and Transparency Rules the rules and regulations made by the FCA pursuant toSection 73A of the Financial Services and Markets Act 2000 andcontained in the FCA’s publication of the same name

Dividend Access Trust the trust declared by the Dividend Access Trustee in relation to theExisting Dividend Access Share and (from the Effective Date) theBG Dividend Access Share

Dividend Access Trustee Computershare Trustees (Jersey) Limited, a company incorporatedin Jersey (where the context so requires, acting as trustee underthe Amended and Restated Trust Deed), or any trustee appointedpursuant to the Amended and Restated Trust Deed from time totime

DTC the Depositary Trust Company

Dutch Revenue Service the Dutch Revenue Service (Belastingdienst), a unit of the DutchMinistry of Finance (Ministerie van Financiën) competent toimpose and collect Dutch income tax (inkomstenbelasting), Dutchcorporate income tax (vennootschapsbelasting) and miscellaneousother Dutch taxes

Effective Date the date on which the Scheme becomes effective

Election Restricted Jurisdiction Italy and each of the Restricted Jurisdictions

Election Restricted Shareholders Restricted Shareholders and BG Shareholders with registeredaddresses in, or who are resident in or located in, Italy

Election Return Date 12 February 2016 or such other date as may be announced by BG toa Regulatory Information Service (with such announcement beingmade available on BG’s and Shell’s websites at www.bg-group.com and www.shell.com, respectively), such announcementbeing made prior to a date that would, absent such anannouncement, be the Election Return Date

Election Return Time 4.30 p.m. (UK time) on the Election Return Date

Equiniti Equiniti Limited, BG’s registrars and (where the context sorequires) Shell’s registrars

European Union an economic and political union of 28 member states which arelocated primarily in Europe

Euroclear Euroclear UK & Ireland Limited

Euronext Amsterdam Euronext in Amsterdam, a regulated market of EuronextAmsterdam N.V.

Excluded Shares any BG Shares: (i) registered in the name of, or beneficially ownedby, Shell, any member of the Shell Group or their respectivenominees; (ii) registered in the name of the Dividend AccessTrustee; or (iii) held by BG in treasury

Existing Dividend Access Share the redeemable share in the capital of Shell Transport classified asa dividend access share with a nominal value of 25 pence

FCA the UK Financial Conduct Authority or, where the context sorequires, any successors from time to time

Form of Election the form of election in respect of the Mix and Match Facility andthe Shell A Share Alternative

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www.bg-group.com

www.bg-group.com

www.shell.com

FID final investment decision

Form(s) of Proxy the BLUE Form of Proxy for use at the Court Meeting and theWHITE Form of Proxy for use at the BG General Meeting (or eitherof them as the context may require)

Goldman Sachs Goldman Sachs International of Peterborough Court, 133 FleetStreet, London EC4A 2BB

HMRC HM Revenue & Customs or, where the context so requires, itssuccessors from time to time

holder a registered holder (including any person(s) entitled bytransmission)

IFRS the International Financial Reporting Standard(s)

IOC international oil company

kboed thousand barrels of oil equivalent per day

Latest Practicable Date 18 December 2015, being the latest practicable date prior to thedate of publication of this document

Lazard Lazard & Co., Limited of 50 Stratton Street, London W1J 8LL

Listing Rules the rules and regulations made by the FCA pursuant to Part 6 ofthe Financial Services and Markets Act 2000 and contained in theFCA’s publication of the same name

LNG liquefied natural gas

London Stock Exchange or LSE London Stock Exchange plc or, where the context so requires, itssuccessors from time to time

Long Stop Date 31 July 2016 or such later date as may be agreed in writing by BGand Shell (with the Panel’s consent and as the Court may approve(if such approval is required))

LSE Admission the admission of the New Shell Shares to the premium listingsegment of the Official List and to trading on the London StockExchange’s main market for listed securities

mboe million barrels of oil equivalent

Mix and Match Election an election by a BG Shareholder under the Mix and Match Facility

Mix and Match Facility the mix and match facility under which BG Shareholders may,subject to off-setting elections made by other BG Shareholders,elect to vary the proportion of New Shell Shares and cash receivedunder the terms of the Combination

Mix and Match Reference Price the price used to calculate the basis on which BG Shareholdersmay elect to exchange cash for New Shell Shares (and vice versa)under the Mix and Match Facility, which shall be calculated as setout in paragraph 11 of Part II (Explanatory Statement) of thisdocument

mtpa million tonnes per annum

NAV net asset value

New Shell Shares the Shell B Shares and, subject to a valid election to that effect bya BG Shareholder (or if it is no longer possible to issue Shell B

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Shares and subject to Part C of Part III (Conditions to and furtherterms of the Implementation of the Combination and the Scheme)of this document and the provisions of the Co-operationAgreement), the Shell A Shares (in either case) proposed to beissued and allotted pursuant to the Combination

New York Stock Exchange or NYSE the New York Stock Exchange, Inc. or, where the context sorequires, any successors from time to time

Offer (other than in Appendix 3 of this document) should theCombination be implemented by way of a takeover offer asdefined in Chapter 3 of Part 28 of the Companies Act in thecircumstances described in this document, the offer to be made byor on behalf of Shell to acquire the entire issued and to be issuedshare capital of BG and, where the context admits, anysubsequent revision, variation, extension or renewal of such offer

Offer Period the period commencing on 7 April 2015 and ending on: (i) theearlier of the Effective Date and/or the date on which the Schemelapses or is withdrawn (or such other date as the Panel maydecide); or (ii) the earlier of the date on which the Offer hasbecome or has been declared unconditional as to acceptancesand/or the date on which the Offer lapses or is withdrawn (or suchother date as the Panel may decide), in each case other thanwhere such lapsing or withdrawal is a result of Shell exercising itsright to implement the Combination by way of an Offer or aScheme (as appropriate), provided that references to the OfferPeriod in paragraph 4 of Part VI (Additional Information) of thisdocument are to the Offer Period up to the close of business onthe Latest Practicable Date

Official List the official list maintained by the UK Listing Authority

Options options and/or awards over BG Shares granted under the BG SharePlans

Overseas Shareholders Scheme Shareholders who are resident in, ordinarily resident in, orcitizens of, jurisdictions outside the United Kingdom or who arenominees of, or custodians or trustees for, citizens or nationals ofcountries other than the United Kingdom

Panel the Panel on Takeovers and Mergers

Pension Trustee BG Group Pensions Trustees Limited

Pre-Conditions the pre-conditions to the Combination set out in Appendix 1 to theRule 2.7 Announcement

Prospectus Rules the rules and regulations made by the FCA pursuant to Section73A of the Financial Services and Markets Act 2000 and containedin the FCA’s publication of the same name

QCLNG the Queensland Curtis Liquefied Natural Gas facility

Receiving Agent the receiving agent appointed for the purposes of the Scheme,being Equiniti

Registrar of Companies the Registrar of Companies in England and Wales

Regulation Council Regulation (EC) 139/2004 (as amended)

Regulatory Conditions the Conditions set out in paragraphs 2 to 4 (inclusive) of Part III(Conditions to and further terms of the Implementation of theCombination and the Scheme) of this document (so far as, in the

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case of the Conditions set out in paragraphs 2, 3, and 4 of Part III,the relevant Third Party under those Conditions is a RelevantAuthority, as defined in the Co-operation Agreement)

Regulatory Information Service any of the services authorised by the FCA from time to time for thepurpose of disseminating regulatory announcements

Restricted Jurisdiction Barbados, the Dubai International Financial Centre, Hong Kong,Malaysia, Oman, Saudi Arabia, Singapore, Trinidad and Tobago andany other jurisdiction where the offer, extension or availability ofthe New Shell Shares would contravene any applicable law

Restricted Shareholders BG Shareholders with registered addresses in, or who are residentand/or located in, one or more Restricted Jurisdictions

Robey Warshaw Robey Warshaw LLP of 31 St James’s Place, London SW1A 1NR

Rothschild N M Rothschild & Sons Limited of New Court, St Swithin’s Lane,London EC4N 8AL

the form enabling BG Shareholders who hold BG Shares incertificated form to opt out of the Royal Dutch Shell NomineeService which is being sent to such BG Shareholders

Royal Dutch Shell Nominee Service the Royal Dutch Shell Nominee Service sponsored by Shell andprovided by Equiniti Financial Services Limited

Austria, Belgium, Bulgaria, the Channel Islands, Croatia, Republicof Cyprus, Czech Republic, Denmark, Estonia, Finland, France,Germany, Gibraltar, Greece, Hungary, Iceland, Ireland, the Isle ofMan, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta,Netherlands, Norway, Poland, Portugal, Romania, Slovakia,Slovenia, Spain, Sweden, Switzerland and the UK

Rule 2.7 Announcement the joint announcement made by BG and Shell in relation to theCombination on 8 April 2015

Sanctions any sanctions administered or enforced by any United Statesgovernment agency (including, without limitation, OFAC and theUnited States Department of State), the United Nations SecurityCouncil, the European Union, Her Majesty’s Treasury or otherrelevant sanctions authority with which Shell and/or Equiniti arerequired to comply

Scheme or Scheme of Arrangement (other than in Appendix 3 of this document) the proposed schemeof arrangement made under Part 26 of the Companies Actbetween BG and the Scheme Shareholders (with or subject to anymodification, addition or condition approved or imposed by theCourt and agreed to by Shell and BG) particulars of which are setout in Part XI (The Scheme of Arrangement) of this document, in itspresent form or with or subject to any modification, addition orcondition approved or imposed by the Court and agreed to by BGand Shell

Scheme Document this document

Scheme Record Time 6.00 p.m. (UK time) on 12 February 2016

Scheme Shareholder a holder of Scheme Shares

Royal Dutch Shell NomineeOpt-Out Form

Royal Dutch Shell Nominee ServiceJurisdictions

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Scheme Shares the BG Shares:

(i) in issue at the date of this document;

(ii) issued after the date of this document but before the Voting Record Time (if any); or

(iii) issued at or after the Voting Record Time and at or prior to the Scheme Record Time on terms that the holders will be bound by the Scheme (if any),

in each case excluding any Excluded Shares

SEC the US Securities and Exchange Commission

Securities Act the US Securities Act of 1933, as amended, and the rules andregulations promulgated thereunder

Share Election a Mix and Match Election to receive a greater proportion of NewShell Shares for each Scheme Share pursuant to the Mix andMatch Facility

Shareholder Guide the guide provided to BG Shareholders which provides guidanceon how to complete the Forms of Proxy, the Form of Election andthe Royal Dutch Shell Nominee Opt-Out Form and answers toquestions that BG Shareholders may have in connection with theCombination

Shell Royal Dutch Shell plc, a public limited company incorporated inEngland and Wales with registered number 04366849, whosehead office is at Carel van Bylandtlaan 30, 2596 HR The Hague, theNetherlands and whose registered office is at Shell Centre,London, SE1 7NA, United Kingdom

Shell A ADSs American depositary shares issued by the Shell Depositarypursuant to the Shell A Deposit Agreement, with each suchAmerican depositary share representing two Shell A Shares

Shell A Deposit Agreement the Amended and Restated Deposit Agreement dated as of1 November 2005 among Shell, Bank of New York and the ownersand beneficial owners from time to time of Shell A ADSs issuedthereunder

Shell ADSs Shell A ADSs and Shell B ADSs

Shell A Share Alternative the alternative under which a Scheme Shareholder may elect toreceive all or part of the share component of the Consideration (asvaried by any Mix and Match Election) as Shell A Shares asopposed to Shell B Shares

Shell A Share Alternative Election an election by a BG Shareholder under the Shell A ShareAlternative

Shell A Share Input Price the price for each Shell A Share which shall be used for thepurposes of calculating the Mix and Match Reference Price, beingthe Closing Price of a Shell A Share on the Latest Practicable Date

Shell A Shares Shell A ordinary shares of €0.07 each

Shell Articles of Association the current articles of association of Shell or, where the context sorequires, the articles of association of Shell from time to time

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Shell B ADSs American depositary shares issued by the Shell Depositarypursuant to the Shell B Deposit Agreement, with each suchAmerican depositary share representing two Shell B Shares

Shell B Deposit Agreement the Amended and Restated Deposit Agreement dated as of1 November 2005 among Shell, Bank of New York and the ownersand beneficial owners from time to time of the Shell B ADSsissued thereunder

Shell Board the Shell Directors collectively

Shell B Share Input Price the price for each Shell B Share which shall be used for thepurposes of calculating the Mix and Match Reference Price, beingthe Closing Price of a Shell B Share on the Latest Practicable Date

Shell B Shares Shell B ordinary shares of €0.07 each

Shell Circular the circular to be sent by Shell to Shell Shareholders on or aroundthe date of this document summarising the background to andreasons for the Combination, which includes a notice conveningthe Shell General Meeting

Shell Deposit Agreements the Shell A Deposit Agreement and the Shell B Deposit Agreement

Shell Depositary the depositary or, as the context may require, the custodian actingas nominee or agent for the depositary, from time to time for theShell A ADSs and the Shell B ADSs pursuant to the Shell DepositAgreements

Shell Directors the directors of Shell as at the date of this document or, where thecontext so requires, the directors of Shell from time to time

Shell General Meeting the general meeting of Shell to be convened in connection withthe Combination, notice of which is being sent to the ShellShareholders in the Shell Circular on or around the date of thepublication of this document, including any adjournment thereof

Shell Group Shell and its subsidiaries from time to time and “member of theShell Group” shall be construed accordingly (reference to“subsidiary” in this definition are references to those entities overwhich Shell has control, either directly or indirectly, throughexposure or rights to their variable returns and the ability to affectthose returns through its power over the entities)

Shell Management Day Update the announcement made by Shell on 3 November 2015 regardingShell’s strategic update to shareholders and investors in London

Shell Nominee Equiniti Corporate Nominees Limited

Shell Prospectus the prospectus being published by Shell on or around the date ofthe publication of this document in respect of the New ShellShares to be issued in connection with the Combination and forthe purpose of admission of the New Shell Shares to the OfficialList and to Euronext Amsterdam, for which Shell and the ShellDirectors are responsible

Shell Resolution the ordinary shareholder resolution of Shell to approve, effect andimplement the Combination and to grant authority to the ShellDirectors to allot the New Shell Shares to be proposed to ShellShareholders at the Shell General Meeting as set out in the noticeof Shell General Meeting attached to the Shell Circular

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Shell Scrip Dividend Programme the scrip dividend programme operated by Shell pursuant to theShell Articles of Association and the programme’s terms andconditions, each as amended from time to time (further details ofwhich are contained in the Shell Prospectus, for which Shell andthe Shell Directors are responsible)

Shell Shareholders holders of Shell A Shares or Shell B Shares from time to time (anysuch holder being a “Shell Shareholder”)

Shell Shares Shell A Shares and Shell B Shares

Shell Transport The Shell Transport and Trading Company Limited, incorporated inEngland and Wales with registered number 54485, whoseregistered office is at Shell Centre, London SE1 7NA

Shell Transport Board the Shell Transport Directors collectively

Shell Transport Directors the directors of Shell Transport as at the date of this document or,where the context so requires, the directors of Shell Transportfrom time to time

Special Resolution the special resolution to be proposed at the BG General Meeting

subsidiary has the meaning given in section 1159 of the Companies Act 2006

subsidiary undertaking has the meaning given in section 1162 of the Companies Act 2006

TTE Electronic Election an election made in respect of the Mix and Match Facility and/orthe Shell A Share Alternative by a Scheme Shareholder who holdsScheme Shares in uncertificated form immediately prior to theScheme Record Time in accordance with the procedure detailed inPart IX (Notes for making elections under the Mix and MatchFacility and the Shell A Share Alternative) of this document

UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland

UKLA or UK Listing Authority the FCA acting in its capacity as the authority for listing in the UK

recorded on the relevant register of members as being held inuncertificated form and title to which may, by virtue of the CRESTRegulations, be transferred by means of CREST

United States or US the United States of America, its territories and possessions, anystate of the United States of America and the District of Columbia

US Exchange Act the US Securities Exchange Act of 1934, as amended

US Securities Act the US Securities Act of 1933, as amended

Voting Record Time 6.00 p.m. (UK time) on the day which is two days (excluding non-working days) prior to the date of the Court Meeting or anyadjournment thereof (as the case may be)

Wider BG Group has the meaning given to it in Part A of Part III (Conditions to andfurther terms of the Implementation of the Combination and theScheme) of this document

Wider Shell Group has the meaning given to it in Part A of Part III (Conditions to andfurther terms of the Implementation of the Combination and theScheme) of this document

All times referred to are UK time unless otherwise stated.

All references to “GBP”, “pence”, “sterling”, “Pounds Sterling”, “£” or “p” are to the lawful currency of theUnited Kingdom.

uncertificated or in uncertificatedform

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All references to “Euro” or “€” are to the lawful currency of the European Union (as adopted by certainmember states).

All references to “US dollar”, “USD”, “US$” or “cents”, are to the lawful currency of the United States.

All references to statutory provision or law or to any order or regulation shall be construed as a referenceto that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to timeand all statutory instruments, regulations and orders from time to time made thereunder or derivingvalidity therefrom.

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Part XIII NOTICE OF COURT MEETING

IN THE HIGH COURT OF JUSTICE Claim No. CR-2015-9055CHANCERY DIVISIONCOMPANIES COURT

Chief Registrar Baister

IN THE MATTER OF BG GROUP PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006

NOTICE IS HEREBY GIVEN that, by an Order dated 21 December 2015 made in the above matters, the Courthas given permission for a meeting (the “Court Meeting”) to be convened of the holders of Scheme Shares(as defined in the scheme of arrangement referred to below) for the purpose of considering and, if thoughtfit, approving (with or without modification) a scheme of arrangement (the “Scheme of Arrangement”)proposed to be made pursuant to Part 26 of the Companies Act 2006 (the “Act”) between BG Group plc(“BG” or the “Company”), and the holders of the Scheme Shares (as defined in the Scheme of Arrangement)and that the Court Meeting will be held at ExCel London, One Western Gateway, Royal Victoria Dock,London, E16 1XL on 28 January 2016, at 11.00 a.m., at which place and time all holders of Scheme Shares arerequested to attend.

Copies of the Scheme of Arrangement and of the explanatory statement required to be publishedpursuant to section 897 of the Act are incorporated in the document of which this Notice forms part.

Voting on the resolution to approve the Scheme will be by poll, which shall be conducted as the Chairmanof the Court Meeting may determine.

Right to Appoint a Proxy; Procedure for Appointment

Holders of Scheme Shares entitled to attend and vote at the Court Meeting may vote in person at suchmeeting or they may appoint another person or persons, whether a member of the Company or not, astheir proxy or proxies, to exercise all or any of their rights to attend, speak and vote at the Court Meeting.

A BLUE Form of Proxy, for use at the Court Meeting, has been provided. Instructions for its use are set outon the form. It is requested that the BLUE Form of Proxy (together with any power of attorney or otherauthority, if any, under which it is signed, or a duly certified copy thereof) be returned to the Company’sregistrars, either: (i) by post (no envelope or stamp required if posting from the UK); or (ii) during normalbusiness hours only, by hand, to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DAto be received not later than 11.00 a.m. (UK time) on 26 January 2016 or, in the case of an adjournment ofthe Court Meeting, 48 hours (excluding non-working days) before the time appointed for the adjournedmeeting. However, if not so lodged, BLUE Forms of Proxy (together with any such authority, if applicable)may be handed to Equiniti or the Chairman of the Court Meeting before the start of the Court Meeting.

As a member of the Company you are entitled to appoint one or more proxies to exercise all or any of yourrights to attend, speak and vote on your behalf at the Court Meeting, provided that each proxy isappointed to exercise the rights attached to a different share or shares. A proxy need not be a member ofthe Company but they must attend the Court Meeting to represent you. If you require additional proxyforms, please contact the Company’s registrar Equiniti on 0800 917 8611 from within the UK or +44 121 4150920 if calling from outside the UK. The helpline is available between 9.00 a.m. and 5.30 p.m. (UK time)Monday to Friday (excluding English and Welsh public holidays). Calls from outside the UK will be chargedat the applicable international rate. Please note that calls may be monitored or recorded for security andtraining purposes.

Members who hold their shares in uncertificated form through CREST who wish to appoint a proxy orproxies through the CREST electronic proxy appointment service may do so by using the proceduresdescribed in the CREST Manual (available at www.euroclear.com).

s.311 CA06

[LR13.8.10 if

Articles amended]

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In order for a proxy appointment or instruction made using CREST to be valid, the appropriate CRESTmessage must be properly authenticated in accordance with Euroclear’s specifications, and must containthe information required for such instruction, as described in the CREST Manual. The message, regardlessof whether it constitutes the appointment of a proxy or is an amendment to the instruction given to apreviously appointed proxy, must, in order to be valid, be transmitted so as to be received by Equiniti(ID RA19) by 11.00 a.m. (UK time) on 26 January 2016 (or if the Court Meeting is adjourned, 48 hours(excluding non-working days) before the time fixed for the adjourned Court Meeting). For this purpose, thetime of receipt will be taken to be the time (as determined by the time stamp applied to the message bythe CREST Applications Host) from which Equiniti is able to retrieve the message by enquiry to CREST inthe manner prescribed by CREST. After this time, any change of instructions to proxies appointed throughCREST should be communicated to the appointee through other means.

Forms of Proxy may alternatively be submitted electronically by logging on to the following website:www.sharevote.co.uk and following the instructions there. For an electronic proxy appointment to bevalid, the appointment must be received by Equiniti no later than 11.00 a.m. (UK time) on 26 January 2016.

Completion and return of a Form of Proxy, or the appointment of a proxy electronically using CREST (orany other procedure described on pages 9 to 10 of the document of which this Notice forms part), will notprevent a holder of Scheme Shares from attending, speaking and voting in person at the Court Meeting,or any adjournment thereof, if such Shareholder wishes and is entitled to do so.

Voting Record Time

Entitlement to attend, speak and vote at the Court Meeting or any adjournment thereof and the numberof votes which may be cast at the Court Meeting, will be determined by reference to the register ofmembers of the Company at 6.00 p.m. (UK time) on 26 January 2016 or, if the Court Meeting is adjourned,6.00 p.m. (UK time) on the date which is two days (excluding non-working days) before the date fixed forthe adjourned meeting. Changes to the register of members after the relevant time shall be disregardedin determining the rights of any person to attend, speak and vote at the Court Meeting.

Joint Holders

In the case of joint holders of Scheme Shares, the vote of the senior who tenders a vote, whether in personor by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose,seniority will be determined by the order in which the names stand in the register of members of theCompany in respect of the joint holding.

Corporate Representatives

As an alternative to appointing a proxy, any Scheme Shareholder which is a corporation may appoint oneor more corporate representatives who may exercise on its behalf, all its powers as a member providedthat no more than one corporate representative exercises powers over the same share.

By the said Order, the Court has appointed Andrew Gould or, failing him, Sir John Hood or, failing him anyother director of the Company to act as Chairman of the Court Meeting and has directed the Chairman toreport the result thereof to the Court.

The Scheme of Arrangement will be subject to the subsequent sanction of the Court.

Dated 22 December 2015Freshfields Bruckhaus Deringer LLP

65 Fleet StreetLondon EC4Y 1HS

Solicitors for the Company

Nominated Persons

Any person to whom this Notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoyinformation rights (a “Nominated Person”) does not, in that capacity, have a right to appoint a proxy, such right only being exercisableby shareholders of the Company. However, Nominated Persons may, under agreement with the shareholder who nominated them,have a right to be appointed (or to have someone else appointed) as a proxy for the Court Meeting.

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Part XIVNOTICE OF BG GENERAL MEETING

NOTICE OF GENERAL MEETING OF BG GROUP PLC

NOTICE IS HEREBY GIVEN that a General Meeting of BG Group plc (the “Company”) will be held at ExCelLondon, One Western Gateway, Royal Victoria Dock, London, E16 1XL on 28 January 2016 at 11.10 a.m. (UKtime) (or as soon thereafter as the Court Meeting (as defined in the document of which this notice formspart) shall have been concluded or adjourned) for the purpose of considering and, if thought fit, passingthe following resolution which shall be proposed as a special resolution:

SPECIAL RESOLUTION

THAT:

(a) for the purpose of giving effect to the scheme of arrangement dated 22 December 2015 betweenthe Company and the holders of the Scheme Shares (as defined in the said scheme), a print ofwhich has been produced to this meeting and for the purpose of identification signed by theChairman hereof, in its original form or subject to any modification, addition or condition agreedbetween the Company and Shell and approved or imposed by the Court (the “Scheme”) thedirectors of the Company be authorised to take all such action as they may consider necessary orappropriate for carrying the Scheme into effect; and

(b) with effect from the passing of this resolution, the articles of association of the Company beamended by the adoption and inclusion of the following new articles 149 to 151:

“SCHEME OF ARRANGEMENT

149 Dividend Access Share

149.1 For the purposes of these Articles 149 to 151:

(A) “BG Scheme” means the scheme of arrangement dated 22 December 2015 under part 26of the 2006 Act between the Company and the Scheme Shareholders (as defined in the BGScheme), in its original form or with or subject to any modification, addition or conditionapproved or imposed by the High Court of Justice of England and Wales;

(B) the “Dividend Access Share” shall be the redeemable dividend access share of 10 pence tobe allotted and issued pursuant to the BG Scheme;

(C) “Royal Dutch Shell” means Royal Dutch Shell plc, a company incorporated in England andWales (company number 04366849) whose registered office is at Shell Centre, London SE17NA, UK and whose headquarters are at Carel van Bylandtlaan 30, 2596 HR The Hague, TheNetherlands; and

(D) “Royal Dutch Shell “B” Shares” means the class B shares with a nominal value of €0.07each in the capital of Royal Dutch Shell, which have the rights set out in the articles ofassociation of Royal Dutch Shell.

149.2 The Dividend Access Share shall have the following rights and restrictions:

(A) On a distribution of assets of the Company among its shareholders on a winding up, theholder of the Dividend Access Share will be entitled to receive an amount equal to theaggregate of the capital paid up or credited as paid up on the Dividend Access Share. Asregards such right, the Dividend Access Share shall rank in priority to the Ordinary Shares.

(B) Subject to the Articles, the holder of the Dividend Access Share will be entitled to receive,by way of dividend, such profits of the Company as the Directors may, in their absolutediscretion, resolve under the Articles to be distributed by way of dividend on the DividendAccess Share.

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(C) The holder of the Dividend Access Share will not be entitled to receive notice of or attendor speak or vote (whether on a show of hands or on a poll) at general meetings of theCompany or at any meeting of any class of shareholders of the Company.

(D) Subject to the 2006 Act, the Company will have the right at any time to redeem theDividend Access Share (provided that it is credited as fully paid) at a price equal to itsnominal value (to be paid on such date as the Directors shall select as the date ofredemption) without the requirement to give notice to the holder of the Dividend AccessShare. If the holder of the Dividend Access Share fails or refuses to surrender the sharecertificate or indemnity for such Dividend Access Share (or fails or refuses to accept theredemption money payable in respect of it), the Company will pay the redemption moneyto a nominee for the holder of the Dividend Access Share appointed by Royal Dutch Shellbut, nevertheless, the Dividend Access Share will be redeemed and cancelled by theCompany and the Company will have no further obligation whatsoever to the holder ofthe Dividend Access Share.

(E) The Dividend Access Share will not be redeemed otherwise than out of distributableprofits or the proceeds of a fresh issue of shares made for the purposes of the redemptionor out of capital to the extent permitted by the 2006 Act.

(F) The Dividend Access Share will not be transferable except with the prior written approvalof Royal Dutch Shell.

149.3 Notwithstanding Article 23, the rights attached to the Dividend Access Share can be varied if thisis approved either in writing by shareholders holding at least three-quarters of the issued OrdinaryShares of the Company by amount (excluding any Ordinary Shares held as treasury shares) or by aspecial resolution passed at a separate general meeting of the holders of Ordinary Shares and, forthe avoidance of doubt, any variation to the rights attached to the Dividend Access Share soapproved shall not require the approval of the holder of the Dividend Access Share.

149.4 No dividend shall be declared or resolved to be paid on the Dividend Access Share other than inrespect of any period where a dividend has been declared or resolved to be paid by Royal DutchShell on the Royal Dutch Shell “B” Shares. In respect of such a period, no dividend shall be declaredor resolved to be paid on the Dividend Access Share which would exceed G, where G is calculatedas follows:

G = ¥ D

A = the number of Royal Dutch Shell “B” Shares issued under the BG Scheme

B = the number of issued and outstanding Royal Dutch Shell “B” Shares immediately priorto the effective date of the BG Scheme

D = the total amount of the dividend declared or resolved to be paid by Royal Dutch Shellon the Royal Dutch Shell “B” Shares in respect of that period

150 Authority to allot and disapplication of pre-emption rights

150.1 The Directors are generally authorised for the purposes of section 551 of the 2006 Act to allot oneDividend Access Share, provided that: (1) this authority shall expire on 31 December 2016; and(2) this authority shall be in addition and without prejudice to any other authority granted undersection 551 of the 2006 Act as at 28 January 2016 or, if later, the date of any adjournment of thegeneral meeting of the Company proposed to be held on 28 January 2016.

150.2 The Directors are authorised for the purposes of section 570 of the 2006 Act to allot one DividendAccess Share pursuant to the general authority set out in article 150.1 as if section 561 of the 2006Act did not apply to the allotment.

151 Post-Scheme Shares

151.1 Notwithstanding any other provision of these Articles, if the Company issues any shares (otherthan to Royal Dutch Shell, any subsidiary of Royal Dutch Shell or any nominee(s) of Royal Dutch

AA + B

185

Shell) after the adoption of this Article and at or prior to the Scheme Record Time (as defined inthe BG Scheme), such shares shall be issued subject to the terms of the BG Scheme and theholders of such shares shall be bound by the BG Scheme accordingly.

151.2 Notwithstanding any other provision of these Articles, subject to the BG Scheme becomingeffective, any shares issued, or transferred pursuant to Article 151.3 below, to any person (otherthan the Dividend Access Share and other than to Royal Dutch Shell, any subsidiary of Royal DutchShell or any nominee(s) of Royal Dutch Shell) after the Scheme Record Time (a “New Member”)(each a “Post-Scheme Share”) shall be issued on terms that they shall (on the Effective Date (asdefined in the BG Scheme)) or, if later, on issue (but subject to the terms of articles 151.3 and 151.4below), be immediately transferred to Royal Dutch Shell (or as it may direct) (the “Purchaser”), whoshall be obliged to acquire each Post-Scheme Share in consideration for 383 pence in cash and0.4454 Royal Dutch Shell “B” Shares.

151.3 Any person who is beneficially entitled to shares issued to a New Member (other than, for theavoidance of doubt, a person who becomes beneficially entitled to such shares by virtue of atransfer pursuant to this Article 151.3) may, prior to the issue of Post-Scheme Shares to the NewMember pursuant to the exercise of an option or satisfaction of an award under one of the BGShare Plans (as defined in the BG Scheme), give not less than two business days’ written notice tothe Company in such manner as the board shall prescribe of his or her intention to transfer thebeneficial ownership of some or all of such Post-Scheme Shares to such beneficial owner’s spouseor civil partner and may, if such notice has been validly given, on such Post-Scheme Shares beingissued to the New Member, immediately transfer to his or her spouse or civil partner beneficialownership of any such Post-Scheme Shares, provided that such Post-Scheme Shares (includingsuch beneficial ownership) will then be immediately transferred to the Purchaser pursuant toArticle 151.2 above. If notice has been validly given pursuant to this Article 151.3 but the beneficialowner does not immediately transfer to his or her spouse or civil partner beneficial ownership ofthe Post-Scheme Shares in respect of which notice was given, such beneficial ownership will betransferred to the Purchaser and/or its nominee(s) pursuant to Article 151.2 above.

151.4 On any reorganisation of, or material alteration to, the share capital of the Company (including,without limitation, any subdivision and/or consolidation) carried out after the Effective Date, thevalue of the consideration per Post-Scheme Share to be paid under Article 151.2 shall be adjustedby the Company in such manner as the auditors of the Company may determine to be appropriateto reflect such reorganisation or alteration. References in this article to such shares shall, followingsuch adjustment, be construed accordingly.

151.5 Royal Dutch Shell “B” Shares transferred to any New Member pursuant to Article 151.2 shall not betransferred as fractions of shares but any fraction of a share to which the New Member wouldotherwise have been entitled shall be rounded down to the nearest whole number of shares(which may be zero).

151.6 To give effect to any transfer of Post-Scheme Shares required pursuant to Article 151.2, theCompany may appoint any person as attorney and/or agent and/or otherwise for the NewMember to transfer the Post-Scheme Shares to the Purchaser and/or its nominees and do all suchother things and execute and deliver all such documents or deeds as may in the opinion of theattorney or agent or otherwise be necessary or desirable to vest the Post-Scheme Shares in thePurchaser and pending such vesting to exercise all such rights attaching to the Post-SchemeShares as the Purchaser may direct. If an attorney and/or agent and/or otherwise is so appointed,the New Member shall not thereafter (except to the extent that the attorney or agent orotherwise fails to act in accordance with the directions of the Purchaser) be entitled to exerciseany rights attaching to the Post-Scheme Shares unless so agreed in writing by the Purchaser. Theattorney or agent or otherwise shall be empowered to execute and deliver as transferor a form oftransfer or instructions of transfer on behalf of the New Member (or any subsequent holder) infavour of the Purchaser and the Company may give a good receipt for the consideration for thePost-Scheme Shares and may register the Purchaser as holder thereof and issue to it certificate(s)for the same. The Company shall not be obliged to issue a certificate to the New Member for thePost-Scheme Shares. The Purchaser shall settle the consideration due to the New Memberpursuant to Article 151.2 above by sending a cheque drawn on a UK clearing bank in favour of theNew Member (or any subsequent holder) for the purchase price of such Post-Scheme Shares andentering the New Member in the Purchaser’s register of shareholders within 14 days of the date onwhich the Post-Scheme Shares are issued to the New Member.

186

151.7 Notwithstanding any other provision of this Article 151, if, in respect of any holder of SchemeShares, Royal Dutch Shell is advised that the allotment and issue and/or transfer of Royal DutchShell “B” Shares pursuant to this Article 151 would or may infringe the laws of any jurisdiction, orwould or may require Royal Dutch Shell to comply with any governmental or other consent or anyregistration or filing or other formality with which Royal Dutch Shell is unable to comply orcompliance with which Royal Dutch Shell regards as unduly onerous, Royal Dutch Shell may in itssole discretion determine that such Royal Dutch Shell “B” Shares shall not be allotted and issuedand/or transferred to such New Member but instead Royal Dutch Shell shall pay to such NewMember the cash value of such New Member’s entitlement to Royal Dutch Shell “B” Shares. Thecash value of such Royal Dutch Shell “B” Shares will be calculated based on the opening price of aRoyal Dutch Shell “B” Share on the London Stock Exchange on the day of admission of the relevantRoyal Dutch Shell “B” Shares to listing on the premium segment of the Official List maintained bythe UK Listing Authority and to trading on the London Stock Exchange plc’s main market for listedsecurities (or, where such Royal Dutch Shell “B” Shares would otherwise have been transferred tothe relevant New Member, such opening price on the date the transfer would have otherwisetaken place), and such amount will be paid in cash by Royal Dutch Shell to the relevant NewMember in satisfaction of his entitlement to Royal Dutch Shell “B” Shares.

151.8 If the BG Scheme shall not have become effective by the applicable date referred to in (orotherwise set in accordance with) clause 12(B) of the BG Scheme, this Article 151 shall cease to beof any effect.

151.9 Notwithstanding any other provision of these articles, both the Company and the board shallrefuse to register the transfer of any Scheme Shares effected between the Scheme Record Timeand the Effective Date.”

By order of the Board

Steve AllenCompany Secretary

22 December 2015

Registered Office: 100 Thames Valley Park Drive,Reading, Berkshire, RG6 1PT, United KingdomRegistered in England & Wales No. 03690065

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Notes

Right to vote

1. Only those holders of ordinary shares on the register of members of the Company at 6.00 p.m. (UKtime) on 26 January 2016 or, if the General Meeting is adjourned, 6.00 p.m. (UK time) on the datewhich is two days (excluding non-working days) before the time fixed for the adjourned GeneralMeeting, or their duly appointed proxies, shall be entitled to attend or vote at the General Meetingin respect of the number of ordinary shares registered in their name on that date and time.Changes to the register of members after that time shall be disregarded in determining the rightsof any person to attend or vote.

Appointing a proxy

2. Shareholders are entitled to appoint one or more proxies to exercise all or any of their rights toattend, speak and vote on their behalf at the General Meeting, provided that each proxy isappointed to exercise the rights attached to a different share or shares held by that Shareholder.A proxy need not be a Shareholder of the Company but they must be registered in advance andattend the General Meeting to represent you.

3. If you do not have a Form of Proxy and believe that you should have one, or if you requireadditional forms, you should contact the Company’s registrar, Equiniti.

4. To be valid, you must register your proxy appointment and voting instructions by one of thefollowing three methods:

(a) online at www.sharevote.co.uk by following the on-screen instruction and using theShareholder reference number printed on your proxy card which accompanies this Notice;

(b) return the hard copy form by post (no envelope or stamp required if posting from the UK)or (during normal business hours only) by hand to Equiniti, Aspect House, Spencer Road,Lancing, West Sussex, BN99 6DA, United Kingdom; or

(c) in the case of CREST members, by utilising the CREST Electronic Proxy Appointment servicein accordance with the procedures set out below.

5. If a Form of Proxy is signed by an unregistered agent, the power of attorney or other authorityrelied on to sign it, or a copy that has been duly certified, must be delivered with the Form of Proxy.In each case, the appointment must be received by Equiniti no later than 11.10 a.m. (UK time) on26 January 2016 (or, if the General Meeting is adjourned, 48 hours (excluding non-working days)before the time fixed for the adjourned General Meeting).

6. The website address www.sharevote.co.uk is provided to enable Shareholders to registerelectronically their appointment of a proxy or proxies and voting instructions for the GeneralMeeting. The Company will not accept any other document or information relating to proceedingsof the General Meeting or otherwise that may be sent by electronic means to that address.

Electronic Proxy Appointment through CREST

7. CREST members who wish to appoint a proxy or proxies through the CREST Electronic ProxyAppointment service may do so by using the procedures described in the CREST Manual (availableat www.euroclear.com). CREST Personal Members or other CREST sponsored members, and thoseCREST members who have appointed a voting service provider, should refer to their CREST sponsoror voting service provider, who will be able to take the appropriate action on their behalf.

8. In order for a proxy appointment or instruction made using CREST to be valid, the appropriateCREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance withEuroclear’s specifications, and must contain the information required for such instruction, asdescribed in the CREST Manual.

9. The message, regardless of whether it constitutes the appointment of a proxy or is an amendmentto the instruction given to a previously appointed proxy, must, in order to be valid, be transmittedso as to be received by Equiniti (ID RA19) by 11.10 a.m. (UK time) on 26 January 2016 (or if theGeneral Meeting is adjourned, 48 hours (excluding non-working days) before the time fixed for the

188

www.sharevote.co.uk

www.sharevote.co.uk

www.euroclear.com

adjourned General Meeting). For this purpose, the time of receipt will be taken to be the time (asdetermined by the time stamp applied to the message by the CREST Applications Host) fromwhich Equiniti is able to retrieve the message by enquiry to CREST in the manner prescribed byCREST. After this time any change of instructions to proxies appointed through CREST should becommunicated to the appointee through other means.

10. CREST members and, where applicable, their CREST sponsors or voting service provider, shouldnote that Euroclear does not make available special procedures in CREST for any particularmessage. Normal system timings and limitations will, therefore, apply in relation to the input ofCREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if theCREST member is a CREST personal member, or sponsored member, or has appointed a votingservice provider, to procure that his CREST sponsor or voting service provider takes) such action asshall be necessary to ensure that a message is transmitted by means of the CREST system by anyparticular time. In this connection, CREST members and, where applicable, their CREST sponsorsor voting service provider(s), are referred, in particular, to those sections of the CREST Manualconcerning practical limitations of the CREST system and timings.

11. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out inRegulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

12. The return of a completed Form of Proxy, any other such instrument, or any CREST ProxyInstruction, does not preclude a Shareholder from attending the General Meeting and speakingand voting in person if they wish to do so.

Appointing a corporate representative

13. A Shareholder that is a corporation may authorise a person or persons to act as itsrepresentative(s) at the General Meeting. In accordance with the provisions of the Companies Act2006 (as amended by the Companies (Shareholders’ Rights) Regulations 2009), each suchrepresentative may exercise (on behalf of the corporation) the same powers as the corporationcould exercise if it were an individual member of the Company, provided that they do not do so inrelation to the same BG Group Shares. It is therefore no longer necessary to nominate adesignated corporate representative.

Nominated persons

14. Any person to whom this Notice is sent who is a person nominated under Section 146 of theCompanies Act 2006 to enjoy information rights (a “Nominated Person”) does not, in thatcapacity, have a right to appoint a proxy, such right only being exercisable by Shareholders of theCompany. However, Nominated Persons may, under agreement with the Shareholder whonominated them, have a right to be appointed (or to have someone else appointed) as a proxy forthe General Meeting.

Total voting rights

15. As at 18 December 2015 (being the latest practicable date prior to publication of this Notice), theCompany’s issued share capital consisted of 3,622,455,725 ordinary shares, carrying one vote each,of which 204,570,932 are treasury shares, which do not have voting rights. Consequently, the totalvoting rights in the Company are 3,417,884,793.

Availability of documents and other information

16. In addition to the documents set out in paragraph 15 of Part VI of the circular to Shareholders inrelation to the Scheme being available on the Company’s website, the following documents willbe available at the registered office of the Company and at the office of Freshfields BruckhausDeringer LLP, 65 Fleet Street, London EC4Y 1HS during normal business hours every business dayfrom the date of this Notice until the General Meeting and will be available for inspection at theplace of the General Meeting for one hour prior to and until the close of the General Meeting:

(a) copies of all Directors’ service contracts and letters of appointment; and

(b) copies of the Directors’ deeds of indemnity entered into in connection with theindemnification of Directors provisions of the Company’s Articles of Association.

189

17. In accordance with Section 311A of the Companies Act 2006, the contents of this Notice, details ofthe total number of shares in respect of which members are entitled to exercise voting rights atthe General Meeting and, if applicable, members’ statements, members’ resolutions or members’matters of business received by the Company after the date of this Notice will be available on theCompany’s website at www.bg-group.com.

18. You may not use any electronic address provided either in this Notice or any related documents(including the Form of Proxy) to communicate with the Company for any purposes other thanthose expressly stated.

19. Any electronic communication, including the lodgement of an electronic Form of Proxy received bythe Company, or its agents, that is found to contain any virus will not be accepted.

Voting

20. Voting on the Resolution set out in the notice of General Meeting will be by poll. The Chairmanwill invite each Shareholder, corporate representative and proxy present at the General Meeting tocomplete a poll card indicating how they wish to cast their votes in respect of the Resolution. Inaddition, the Chairman will cast the votes for which he has been appointed as proxy. Poll cards willbe collected at the end of the General Meeting. Once the results have been verified by theCompany’s registrar, Equiniti, they will be notified to the FCA, announced through a RegulatoryInformation Service and will be available to view on the Company’s website.

Shareholders’ right to ask questions

21. All members attending the General Meeting (in person or by proxy) have the right to askquestions. The Company will endeavour at the General Meeting to answer any question relatingto the business being conducted. However, the Directors may choose not to answer any questions:(i) which would interfere unduly with the preparation for the General Meeting; (ii) which wouldinvolve the disclosure of confidential information; (iii) if the answer has already been given on awebsite in the form of an answer to a question; or (iv) if it is undesirable in the interest of theCompany or the good order of the General Meeting that the question be answered.

22. If you are a member who is unable to attend the General Meeting, but have a specific question youwould like to ask relating to the business being conducted at the General Meeting, you are invitedto send the Chairman an email to [email protected] or write to him at theregistered office address.

Registration and security

23. Please bring the Admission Card, which is attached to your Form of Proxy, with you if you attendthe General Meeting. If you do not have an Admission Card, your right to attend the GeneralMeeting will be verified by the Company’s registrar, Equiniti, at the registration desk. Please allowenough time for registration ahead of the General Meeting.

24. Certain items will not be permitted in the General Meeting. This includes items of any nature withpotential to cause disorder and such other items as the Chairman or designated officers of theGeneral Meeting may specify. The use of cameras or other recording equipment in and during theGeneral Meeting is not permitted.

Shareholder information desk

25. BG Group staff and Equiniti will be on hand to help you with any queries you may have.

Additional Shareholder support

26. The General Meeting will be held in the ICC Capital Suite. The venue is fully accessible withwheelchair access.

27. Anyone accompanying a Shareholder who is in a wheelchair, or otherwise in need of assistance,will be admitted to the General Meeting.

28. An induction loop will be available for people with hearing difficulties.

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www.bg-group.com

Appendix 1Royal Dutch Shell Nominee Service terms and conditions

191

Equiniti Corporate Nominee Service

Royal Dutch Shell plc

Terms and Conditions

September 2015

Risk warnings

Investments made under this agreement are in one company

only and should therefore be considered as only one part of a

balanced portfolio. The value of shares and any income from

them can go down as well as up and you may not get back the

amount of money you invest. Past performance is no guide to

future performance, and if you are in any doubt about the

suitability of this Service or investments held on your behalf

under it, you should consult an authorised financial adviser. We

will not assess the suitability or appropriateness of investments

held for you or other services provided to you under these Terms

and Conditions and you do not benefit from the FCA Rules on

assessing suitability.

About this agreement

This document sets out the terms and conditions under which

we will act as your service provider in connection with your

shares in the Company. These Terms and Conditions will come

into effect once we have accepted your application to hold the

shares in our nominee service. We reserve the right to refuse an

application, and you must be aged 18 or over and resident in the

UK or EEA in order to use this service.

List of Charges

Transfer into Nominee FREE

Transfer out of Nominee £10

Duplicate Statement £10 + VAT

Confirmation of holding (in addition to free opening and

annual statements)

(a) on the internet FREE

(b) by telephone FREE

(c) in writing £10 + VAT

1. Contact Details and Definitions

1.1 When contacting Equiniti, you can telephone the

Shareholder Helpline on:

0800 169 1679 (+44 121 415 7073 if calling from

outside the UK)

A text phone is also available on:

0371 384 2255 (+44 121 415 7028 if calling from

outside the UK)

Lines open 8.30am to 5.30pm (UK time), Monday to Friday

(excluding UK public holidays).

Or write to us at:

The Manager, Equiniti Corporate Nominees Limited,

Aspect House, Spencer Road, Lancing, West Sussex,

BN99 6DA United Kingdom

1.2 In these Terms and Conditions, the following words have

particular meanings:l the Company means Royal Dutch Shell plc.l CREST means the computerised system for the transfer

of uncertificated securities operated by Euroclear UK &

Ireland Limited (under the Uncertificated Securities

Regulations 2001).l EEA means countries in the European Economic Area.l Equiniti FS means Equiniti Financial Services Limited,

which is authorised and regulated by the Financial

Conduct Authority of 25 The North Colonnade, Canary

Wharf, London E14 5HS (under reference 468631). The

main business of Equiniti Financial Services Limited is

investment and general insurance services, and its

registered office is in the UK at Aspect House, Spencer

Road, Lancing, West Sussex BN99 6DA, registered in

England and Wales no. 06208699. References to

Equiniti Financial Services Limited also include any

company to whom it transfers its rights and obligations

in accordance with Section 13.l the Equiniti Group means Equiniti FS, its subsidiaries

and parent companies and any subsidiary of any of its

parent companies.l FCA and FCA Rules means respectively, the Financial

Conduct Authority and rules made by the FCA which

apply to the services provided by us to you, as

amended from time to time.l NomineeCo means Equiniti Corporate Nominees

Limited or any other company (whether or not in the

Equiniti Group) on which we may decide in the future.l nominee service means the service provided by us to

eligible shareholders of the Company under these

Terms and Conditions.l shares means any class of fully paid up shares in the

Company held from time to time by NomineeCo on

behalf of you and/or other participants.l we, our, us means Equiniti FS. References to “we, our,

us” also include any company to which we may transfer

our rights and obligations in accordance with Section

13.l you, your, customer means:

- you, the beneficial holder of shares in the Company,

and

- if there is more than one of you, all the joint holders

jointly and individually, and/or

- your personal representative(s).

2. The nominee service we will provide

2.1 Your shares will be registered and held in the name of

NomineeCo, a company that will hold your shares as we

direct and for whose acts and omissions we will be

responsible.

2.2 You will remain the ‘beneficial owner’ of the shares. In

other words, although the shares will be registered in the

name of NomineeCo, it will hold them for you, so that they

really belong to you. This means that they continue to

belong to you even if NomineeCo becomes insolvent.

2.3 Your shares will be held by NomineeCo in a pooled or

omnibus account. We will keep a record of your shares but

your individual holding may not be identifiable via separate

share certificates or other paper or electronic proof of title.

This means that in the event of a default (for example, if

NomineeCo improperly fails to retain all of the assets

entrusted to it), any shortfall in the investments registered

192

in the name of NomineeCo may be shared pro rata by all

the investors whose holdings are so registered.

2.4 You will be classified for the purposes of the FCA Rules as a

Retail Client. If however you would otherwise be classified

under the FCA Rules as an Eligible Counterparty or a

Professional Client, you may not necessarily have the rights

of a Retail client under the Financial Services

Compensation Scheme.

For more information on complaints/compensation, please

see Section 24.

2.5 The decision to join the nominee service is your

responsibility. If you are a citizen or resident outside the UK

you should consult a professional adviser if you are in any

doubt about whether you are going to need any

governmental or other consent or to observe any other

formalities in order to hold shares via our nominee service.

2.6 All adjustments to capital and movements of Shares, which

may include sales, purchases and transfers to, from and

within NomineeCo will be subject to the rules, customs,

usage and interpretation of the exchange or market on

which the transaction is effected, which may differ from

those of the London Stock Exchange and may affect the

price obtained, the timing of dealings and the length of

time taken to complete orders. Cross border settlement

may be subject to exchange rate movement and may incur

additional foreign exchange fees.

3. Your dividends and other shareholder entitlements

The terms here in Section 3 will always apply except where

a change in any laws or regulations, or agreements

between us and the Company prevent it.

3.1 Provided we have received the necessary funds from the

Company, we will, subject to any instruction from you to

the contrary as set out in Section 3.2, pay any amounts due

to you in connection with your shares on the dividend

payment date or other due date or as soon as reasonably

practicable thereafter. Equiniti FS will hold the cash on your

behalf with a bank in a client money account which is

segregated from any money belonging to Equiniti FS in our

own right. You will not be paid interest on cash balances,

and we will be entitled to keep any interest earned or any

equivalent fee that the bank in question pays us. We will

send you the money in sterling (unless we make available a

Company facility to receive the payment in a different

currency) by electronic payment, or by other payment

methods we may decide on from time to time, which could

include a cheque if we do not have up-to-date bank details

for you. If for any reason we receive money for you in a

foreign currency, we may convert it into sterling at the

applicable exchange rate on the day we make the

conversion. Unless you instruct us otherwise, we will

continue to observe any bank mandates or other

instructions you have given us or Equiniti Limited

concerning your shares.

The Company currently enable dividends to be received in

sterling or euros. For holders of “B” shares the dividend is

paid in sterling, for holders of “A” shares the dividend is

paid in euros at the rates set by the Company. You can

elect to receive the dividend in the alternative currency by

letting us know in writing. The currency election will not be

applied if you participate in a dividend reinvestment plan

or a scrip dividend.

3.2 We may make available a service to enable you to:l reinvest any sums receivable on your shares by way of a

distribution of dividend by purchasing more shares in

the Company; orl receive new shares instead of a cash dividend if

declared by the Board of the Company; orl receive any sums receivable on your dividend by way of

a distribution in any alternative payment method made

available by the Company.

Provided your instruction as to how you wish to receive

your dividend has been processed (subject to the Terms

and Conditions of that service), and the necessary shares

or funds have been received by us, we will reallocate them

to you, subject to these Terms and Conditions.

Where a transaction results in you being entitled to a

fraction of a penny which cannot be remitted to you at the

time we would normally remit money to you, you consent

to us releasing any such amount to a registered charity of

our choice, for or on your behalf. Accordingly, you agree

that we will not remit that amount to you, nor hold it as

client money for you, and you shall not have any claim,

proprietary or otherwise, over such amount following

payment to the charity.

3.3 We will be holding this money as client money under the

FCA Rules and therefore:l we will deposit the cash in the UK or EEA with a bank;l the bank will hold the cash on our behalf in a trust

account separate from any account used to hold money

belonging to us or NomineeCo in our own right;l we will not, however, be responsible for any acts or

omissions of the bank; andl if the bank becomes insolvent, we will have a claim on

behalf of our clients against the bank. If, however, the

bank cannot repay all of its creditors, any shortfall may

have to be shared pro rata between them.

If we are holding cash, whether client money or not, we

may withdraw the cash, any withdrawal will be applied

towards paying fees, charges and other sums due and

payable to us, as set out in these Terms and Conditions and

in accordance with FCA Rules.

If there has been no movement on your balance for at least

six (6) years (notwithstanding any payments or receipts of

charges, interest or similar items), then provided we have

taken reasonable steps to trace you and to return the

monies we may cease to treat that money as client money.

We undertake to make good any valid claims against any

released monies.

3.4 If the law obliges us to deduct tax from any payment owing

to you, we will only send you the net amount after the

required deduction has been made. If you are in any doubt

as to your taxation position you should consult your own

professional adviser immediately.

3.5 If you need us to send a replacement payment there may

be a fee to pay.

Details of our standard fees when issuing replacement

payments can be found at:


Any fee will be deducted from the replacement payment

being sent to you.

3.6 If there is a rights issue in the Company or similar corporate

action, we will, if possible, make arrangements for you to

take up your rights in the Company in return for the

necessary payment and/or provide instructions to us as to

whether those rights should be held or sold. We will write

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to you if the Company proposes to issue such rights and

explain the procedure you should follow if you wish to

participate, as well as any costs or fees you may be charged

for doing so. If you would like us to take up those rights on

your behalf, we must receive your cleared payment of that

sum, whether in £s sterling or another currency, in time for

the due payment date or any other deadline we notify you

about. Where it is not practicable for you to take up your

rights, we will where practicable and possible make

arrangements for the sale of such rights in the market (or

off market to the Company or third party at our discretion)

and the distribution of the proceeds of such a sale.

3.7 If there is a capitalisation issue, or other distribution made

up of additional shares in the Company, we will, if possible,

make arrangements for you to accept. We will write to you

if the Company proposes to make such a distribution and

explain the procedure you should follow if you wish to

participate.

3.8 In the event of a demerger, capital reorganisation or

restructuring of the Company, we will assess what to do

and contact you at the time. We will not be obliged to take

any action unless the Company gives us reasonable notice

and pays any costs we may incur. These are two possible

courses of action:l if the resulting company offers a nominee service, we

will normally send you their terms and conditions and,

unless you tell us otherwise, include your shares in that

alternative nominee service; orl if no nominee service is offered, we will normally try to

arrange for you to hold shares in the resulting company

under the terms governing the demerger or

restructuring.

3.9 If there is a takeover or other offer for your shares, we will

not accept it unless we have your specific instructions to

do so, or if the shares are being acquired compulsorily. On

your behalf we will accept any compulsory purchase

notices concerning your shares. In these circumstances we

will accept a cash offer if this is one of the available

alternatives. We will not, however, be liable for any

resulting tax or other financial liability.

3.10 If for any reason, any shares in the Company are allocated

to NomineeCo, we will reallocate them to eligible

customers, who qualify on the Company’s determined

qualifying date. Reallocation will be on a pro rata basis

whereby the eligible customer’s share balance will be

divided by all eligible customers’ share balances and

multiplied by the number of Company allocated shares. If

there are any fractional shares, less than whole shares,

these will be aggregated and sold with the net proceeds

being paid in cash to eligible customers with fractions using

the same pro rata method described above.

3.11 Where after the application of 3.10 any fractional shares or

fractional amounts of cash of less than a penny which

cannot be remitted to you at the time we would normally

remit money to you, you consent to us releasing any such

amount to a registered charity of our choice, for or on your

behalf. Accordingly, you agree that we will not remit that

amount to you, nor hold it as client money for you, and you

shall not have any claim, proprietary or otherwise, over

such amount following payment to the charity.

3.12 We will supply to you any other information required to be

sent to you by us under applicable law or regulation.

3.13 The Company may send you the summary financial

statements they send to all their shareholders. If they fail to

do so, we cannot be held responsible. But if you contact us,

we will do our best to send you a copy of the full annual

review and accounts – so long as we can get enough copies

from the Company.

4. Voting at Company General Meetings

4.1 We will endeavour to arrange for you to attend and vote at

general meetings of the Company, so far as this is

reasonably practicable and possible.

4.2 You may also authorise NomineeCo to vote for you at a

Company general meeting in the way you wish. Any

instructions you want to give us regarding your vote must

reach us at least 48 hours before the meeting in question –

unless we notify you otherwise. We may, at our absolute

discretion, agree to accept voting instructions

electronically or by telephone. In the absence of specific

instructions from you, the votes attached to your shares

will not be used at all.

5. Keeping you informed about your holding

We will send you a statement of the number of shares we

hold for you, and details of their current market value as

soon as you join the nominee service, and a further

statement at least once every twelve (12) months

thereafter.

If you need us to confirm your holding in writing at any

other time, there may be a fee to pay. But you are welcome

to check your holding at any time on our website at:

www.shareview.co.uk

6. Adding to your holding

If you have bought or become entitled to more shares in

the Company, you may transfer them to our nominee

service – for us to hold under these same Terms and

Conditions – at any time.

7. Dealing in your shares

7.1 A share dealing service may be made available to you in

respect of your shares. If you want to use it to sell your

shares, we will act on the instructions of the share dealing

service providers nominated on your behalf by the

Company. For further details, please contact us. In this

case, the share dealing will be governed by the terms and

conditions between you and the share dealing service

providers – you can send for a copy by getting in touch

with them direct.

7.2 If you want to use the services of a share dealing service

provider other than that of those nominated by the

Company, we will first need to transfer your shares back to

you in the form of a paper certificate or to a third party of

your choice.

There may be a fee for this transfer. So if you plan to use an

alternative share dealing service provider, please let us

know and we will send you the transfer form to complete,

along with details of any fee and how to pay it.

7.3 Share dealing charges will vary from time to time. Please

contact the share dealing service providers individually for

their up-to-date fees and charges.

8. Tax

8.1 You will be responsible for paying any taxes or duties due in

connection with your shares, including but not limited to,

any tax on the income received in respect of your shares or

on any capital gains from disposing of your shares, we will

not be liable for them in any way. If you are in any doubt as

to your taxation position you should consult your own

professional adviser immediately. Your own tax treatment

will depend on your individual circumstances.

194

www.shareview.co.uk

8.2 Our policy on correcting any shortfalls in money or assets

held on behalf of customers

Regardless of all the controls and measures we have, there

can be instances when shortfalls in money or assets can

occur, sometimes just during a working day or sometimes

for a longer period.

In accordance with the principles and rules set by the FCA

we will ensure there is adequate protection for customers’

assets when we are responsible for them. A key measure in

ensuring and demonstrating such protection is the

reconciliation of all money and assets due to our

customers. Such reconciliation includes the correction of

any shortfalls in the money and/or assets due to customers

that may be identified, using our own funds and resources

where necessary. This policy ensures that no customer

would be disadvantaged should they request an immediate

return of their money and/or assets or if it becomes

necessary for us to return all money and assets to

customers.

For all money held on behalf of customers we use controls,

during each business day, to monitor these balances and

provide immediate funding for any identified shortfalls (i.e.

we ensure that the total amount of money actually held for

customers in a segregated ‘client money’ bank account is

equal to the total amount of money due to customers as

per our internal customer account records). The funding by

us of any shortfalls that may occur will remain in place until

such time as the reason for the shortfall has been

identified and corrected.

We also monitor all assets (i.e. stock) held in custody for

customers during the normal course of business each day

to ensure these equal the total assets due to customers as

per our internal customer account records. In the event a

shortfall is identified, we will immediately instigate the

following actions:

(a) Establish if this has arisen as a result of a routine timing

issue which will address the shortfall in due course and

monitor this through to completion.

(b) If the shortfall is not as a result of a routine timing issue,

we will establish the most recently available market

valuation of the asset and credit the ‘client money’ bank

account with the equivalent cash value of the shortfall.

(c) Ensure that our records clearly show which customers may

be impacted by the asset shortfall (these customers will be

entitled to claim against this cash provision in the event

that Equiniti FS were to become insolvent before the asset

shortfall is resolved).

(d) Where we ascertain that the delivery of assets will occur in

due course to address the shortfall, then we will maintain

an equivalent cash position in the ‘client money’ bank

account until such time as these assets are delivered. This

cash amount will be reviewed during each business day

against the relevant market value of the assets and

adjusted accordingly. We may apply an additional and

appropriate margin to this valuation where the asset type

is held on an overseas market which is open outside of

normal UK business hours.

(e) Where we ascertain that the delivery of the stock to correct

the shortfall is unlikely to occur or will not occur then we

will arrange to purchase the relevant asset in the market to

correct the shortfall. The equivalent cash value placed into

the ‘client money’ bank account will remain in place until

the trade has settled and the stock amount is represented

in the overall customer asset position.

9. Joint holders and trusts

9.1 NomineeCo may hold shares for up to four joint holders.

9.2 Normally we will only accept instructions signed by all joint

holders. We may, however, always at our sole discretion,

agree to act on instructions signed by one or more joint

holders – rather than by every one of you. We will not be

liable for any loss a joint holder may suffer as a result.

9.3 We and NomineeCo cannot and will not take formal notice

of any trust affecting the shares, whether express, implied

or constructive.

10. The security in your shares

10.1 Your shares will not be lent to, nor deposited as collateral

with, a third party. No money will be borrowed by us

against the security of your shares.

10.2 You must not assign or transfer your interest in the shares

to anyone else or borrow money against the security of

your shares. Neither we nor NomineeCo will be bound to

take notice of, nor arrange to carry out, any trust,

mortgage, charge, pledge or claim in favour of anyone else.

We may decline any notice we receive concerning the

right, title, interest or claim of anyone else to an interest in

your shares, except when that interest has arisen through

bankruptcy, court order or death.

11. Communications between you and us

11.1 Any communication or agreement between you and us

under these Terms and Conditions must be in the English

language. We will always communicate with you in English.

11.2 Please address all letters, instructions, notices, and other

documents for us to the address detailed in Section 1.

Until your communication actually reaches us at this

address, we will not be able to treat it as officially received,

nor to act on it.

You must send us any instructions or notices in writing –

and we need an original paper document please, not a fax

or email. In a few special circumstances and at our sole and

absolute discretion we may be able to waive the

requirement for your instructions to be in writing.

11.3 We will send all payments, notices and other documents

by post to the sole or first-named joint holder at the

address on our register, or the holder and address given to

us most recently for correspondence purposes.

If the sole or first-named holder has given us an email

address:l we will have a discretion to send any notices or other

documents to you via that email address; andl by sending to that email address a link to our website,

we will have a discretion to use that website to provide

you (together with other users of our nominee service)

general information or documents relevant to these

Terms and Conditions in the future. For example, we

may use the website to advise you of updates or

amendments to these Terms and Conditions, or new

fees and charges, rather than having to send this type

of information to you (and all other users of our

nominee service) individually by post or email.

If you provide us with an email address but subsequently

decide that you do not want us to communicate with you

by email or using a website, please send us a letter in the

post stating this and we will resume using the last postal

address we have for you.

We may choose not to send out a document if you are not

resident in the UK or the address you have given us for

posting documents is not in the UK, for example if we have

195

reason to believe its distribution in your country may be

forbidden by law.

11.4 Everything we send you is at your own risk, including any

cheque or electronic payments. If we are unable for any

reason to send you a payment electronically, we will send it

by cheque instead.

11.5 We cannot take any part in, nor take any responsibility for,

arrangements between joint holders over sharing

information or accounting among themselves.

11.6 If there should be any dispute or court proceedings

concerning your shares or your beneficial interest in them,

you must let us know straightaway. If we become aware of

a dispute between you and a third party, or between any

joint holders, over ownership of the shares, we may decide

that we must see an agreement signed by the disputing

parties or a court order before we can act on any more

instructions. If an agreement or court order of this kind is

ever made affecting your shares, you agree to supply us

with a copy as soon as possible afterwards.

11.7 If communications from us to you are returned by the Post

Office marked ‘Gone Away’, or if, for any other reason, it is

our reasonable belief that you no longer live at the address

that you have registered with us, we will stop sending

communications to you and will attempt to re-establish

contact.

In order to do this, we will write to your last known address

seeking information about your current whereabouts. If

you have a dividend mandate instruction in place, we will

also write to your bank asking them to forward our contact

details on to you.

If we are still unable to re-establish contact with you, we

may instruct a professional tracing agent to locate and

make contact with you. If the tracing agent is successful,

and you contract with them to use their services, they may

charge you.

12. Protecting your personal data

12.1 You agree that we may keep the personal details that you

or others give us during your relationship with us on an

Equiniti Group database. These details may include, but are

not limited to:l information that you or your agents give us on

application forms, in letters, via electronic messages or

over the phone;l what we know from providing you with this nominee

service and analysing the transactions you carry out

through us;l information that comes to us from credit reference and

fraud detection agencies or services, and registration or

stockbroking industry exchanges; and/orl information we receive from our client companies or

their agents.

We may store, use and process your personal information

in order to:l assess your application to participate in this service;l provide you with services;l keep our records about you up to date;l check your identity;l prevent and detect fraud and/or money laundering;l recover debts; and/orl carry out research and statistical analysis about our

services and how we might improve them. Sometimes

we may use an outside market research agency to do

this for us, in which case we undertake to ensure that

they appropriately protect any personal customer data

we share with them.

Unless you tell us not to, we may share your information

within the Equiniti Group and we or other Equiniti Group

companies may write to you about:l Equiniti Group products and services we believe may

interest you; and/orl selected products and services from third party

businesses we know and trust.

If you prefer not to receive this kind of information, simply

contact us using the contact details in Section 1.

12.2 Under the Data Protection Act 1998 you are entitled to a

copy of the information we hold about you on request, on

payment of a fee. If you think any information we hold

about you is inaccurate, do not hesitate to let us know so

that we can correct it.

12.3 The information we hold about you is confidential. We will

only ever disclose it outside the Equiniti Group:l at your request or with your consent;l in line with Section 12.1;l if the law requires or permits disclosure, or there is a

duty to the public to reveal it;l if we are asked to do so by the FCA, the London Stock

Exchange or any other relevant regulatory authority or

exchange in the UK or overseas;l to investigate or prevent fraud or other crimes;l to the Company so that they can update their own

records about you;l to our agents and others in connection with running

accounts and other services for you; and/orl to any individual or company to whom we propose to

transfer our obligations and rights in line with Section

13.

We may administer your account and provide you with

some services via agencies in countries outside the EEA,

such as India or the USA, where data protection laws and

standards differ from those in the UK.

But, even if we are processing your personal details outside

the EEA:l there will always be a contract in place to ensure that

such information is appropriately protected; andl we will continue to be strictly bound by the UK’s Data

Protection Act 1998.

12.4 In order to comply with UK money laundering regulations,

we may need to confirm your identity. To help us do this,

we may:l make a search with a credit reference agency, which

will keep a record of that search and will share that

information with other businesses; and/orl ask you to supply us with proof of identity.

This could lead to a delay in carrying out an instruction you

have given us or to our not being able to carry out an

instruction at all. In any of these circumstances, we will not

be responsible for any resulting loss.

12.5 We monitor and record some phone calls in case we need

to check we have carried out your instructions correctly, to

help maintain our quality standards and for security

purposes.

13. Transferring our obligations

In accepting these Terms and Conditions you agree that we

may transfer our obligations under this agreement to any

other company, if that other company writes to you and

undertakes to carry out all our duties and obligations under

this agreement. If it does so, you agree that we will be

196

released from all those duties and obligations that such

company has undertaken to carry out. We shall satisfy

ourselves that any such company is competent to carry out

those functions and duties transferred and is regulated to

do so by the FCA, if such regulation is required. As part of

transferring our rights and obligations to a third party, we

may transfer all of the cash, investments and information

we hold under these Terms and Conditions to that third

party or its nominee. Where funds are held by us as client

money the third party will continue to hold this as client

money. If you receive a written notice under this Section,

and you decide you wish to end this agreement, you may

do so by sending us instructions as explained in Section 14.

No charge will be payable by you for this if your instructions

reach us within one month of the date of the written

notice.

14. If you want to cancel or leave the service

14.1 You may cancel this agreement at any time by letting us

know in writing. This is in addition to your legal right to

cancel this agreement within fourteen (14) days of the

agreement between us being made. Your cancellation

letter will take effect as soon as we receive it, although this

will not prevent the completion of any transactions that

are already under way. The normal charges will be made

for these transactions.

14.2 When this agreement has come to an end, we will, unless

you instruct us otherwise, transfer any shares being held in

our nominee service into your own name, and then send

you a share certificate. All transactions are subject to the

usual fees.

15. Notification of death

The rights to your shares pass to your legal representatives

on your death.

To register the death of a shareholder we will need to see

the original UK Grant of Representation, or a sealed office

copy (we are not able to accept certified copies). This could

be one of the following: Grant of Probate; Letters of

Administration; or Certificate of Confirmation (Scotland).

If the relevant shares are held on behalf of more than one

person, and after the event the shares are held on behalf

of the other person/s then the nominee service will

continue to apply.

16. Terminating our service

This agreement may be brought to an end at any time by

us giving you three (3) months’ notice or automatically if

the agreement between us and the Company under which

we provide this nominee service comes to an end.

In either case, the completion of transactions already

under way will not be affected.

17. Charges for your nominee service

We charge nothing for holding your shares in our nominee

service and taking care of much of the administration. We

may charge fees for transferring your shares to and from

NomineeCo, and some other services provided under this

agreement.

Details of these fees are set out in these Terms and

Conditions.

We may review these charges from time to time.

We will let you know in writing before we change any of

them (see also Section 18). If at any time you would like an

update on our fees they are available from us on request.

In addition to the charges outlined above, we receive fees

from the Company sponsoring the service. The Company

sponsors this service so that you can benefit from holding

your shares in an electronic account at low cost. The fees

are negotiated regularly with the Company, with the actual

charge made to the Company reflecting the size, complexity

and value of the service and the overall relationship with

the Company. We also receive fees from brokers with whom

the Company has set up arrangements for you to sell your

shares or buy additional shares. These fees are charged by

us for trade settlement and register access administration.

The broker should give you details of these fees at the time

of your trade. More information about these fees is

available on request.

18. Changing this agreement

We may change these Terms and Conditions from time to

time in order to:l comply with changes in law or regulation;l correct inaccuracies, errors or ambiguities;l take account of any corporate reorganisation inside our

group of companies or a transfer of our rights, benefits

and/or obligations under these Terms and Conditions to

a third party; and/orl reflect changes in the scope and nature of the service

we are able to provide, having regard to:

- our agreement with the Company;

- the CREST rules and regulations, and our CREST

membership;

- our computer or database systems;

- our administrative procedures and routines; and/or

- market practice and overall customer requirements.

If we intend to change the Terms and Conditions and the

alteration is material we will give you at least thirty (30)

days’ advance written notice of the alteration, unless such

changes are required by law or regulation to be effected

earlier, or it is otherwise impracticable to do so.

See also Section 11.3 as to when we may use email or a

website to provide you with such notice.

Remember also, if you do not like an alteration that we

propose to make to these Terms and Conditions, that you

have a right to leave the nominee service at any time by

following the procedure in Section 14.

19. The extent of our liability

19.1 We will not be responsible for any losses or expenses you

incur under this agreement, unless caused by our breaching

FCA Rules, or our fraud, wilful default or negligence.

Even in the event of our wilful default or negligence, we will

not be liable for any loss attributable to a failure by you to

let us know about address or name changes, other changes

in personal details, or bankruptcy, or any problem or defect

in your ownership or title to the shares (unless caused by

us).

19.2 Neither we nor NomineeCo act as agent for the Company or

accept any responsibility for anything the Company does or

does not do.

19.3 Neither we nor NomineeCo will be responsible for:l acting in accordance with a court order (of whatever

jurisdiction) or failing to act in accordance with a court

order about which we have not been notified;l forged or fraudulent instructions. So long as we have

shown all due care, we will be entitled to assume:

- that signatures that purport to be yours are genuine;

and

- if we have agreed to accept a particular instruction

over the phone or by email, that the caller’s or

emailer’s identity is genuine – unless it ought to be

obvious to anyone that it is not.

197

l any kind of loss or damage you suffer in the event of

‘force majeure’ – meaning any failure, interruption or

delay in the performance of our obligations because of:

- industrial disputes;

- the malfunction or failure of any

telecommunications or computer service, or CREST;

- the failure of third parties to carry out their

obligations;

- the activities of government or international

authorities, including changes in law or regulations;

and/or

- any other event or circumstance not within our

reasonable control provided, where relevant, that

we have complied with the FCA Rules on business

continuity. If this type of situation arises, however,

we will remedy the situation as soon as reasonably

possible.l any indirect, special or consequential loss (including

direct or indirect loss of profit),other than where this

results from fraud or a breach of the Conduct of

Business Sourcebook or Client Assets Sourcebook in the

FCA Rules on our part.

19.4 We and NomineeCo reserve the right to delay acting on any

particular instruction you give us, in order that we can get

additional information from you, and/or comply with any

law or regulations, and/or investigate the validity or any

other aspect of the instruction. Neither we nor NomineeCo

will be responsible for any financial loss resulting from such

a delay.

19.5 Neither we nor NomineeCo will be responsible in any way

to anyone for any shortfall that might arise because we are

accountable for tax on any of the shares, or any part of the

shares, or on any income or capital distribution or other

payment they produce, or from any sale proceeds. In order

to comply with any tax liabilities of this kind that might

arise, we will be entitled to recover the money by making

deductions from the income arising from your shares, or by

selling any or all of the shares and making deductions from

the proceeds.

19.6 We and NomineeCo will be entitled to make any agreement

with, or give any undertakings to, any tax authority as

regards the taxation status of the transactions made under

this agreement, and do everything necessary to abide by

any such agreement or undertakings.

19.7 We and NomineeCo may do, or stop doing, anything that, in

our reasonable opinion, is necessary in order to comply

with any laws, rules, regulations or the requirements of any

regulatory or other body that are binding on us.

19.8 We reserve the right to correct your shareholding, at our

expense, without reference to you, if we discover we have

made an error, and will notify you (where relevant) of any

correction made. In the event that we make an error on

your shareholding and realise a financial gain in putting

your shareholding back in the correct position we will be

entitled to retain this.

20. Indemnifying us

20.1 You agree to indemnify us and NomineeCo and our

respective agents, officers and employees for any liabilities

we incur arising from anything done by us in the proper

performance of our duties in accordance with this

agreement in relation to your shares, except for liabilities

that are the result of our or NomineeCo’s wilful default,

negligence or fraud or a breach of the FCA Rules.

20.2 Your obligations under this indemnity will survive even in

the event of:l complete or partial termination of this agreement, orl our or NomineeCo’s resignation or replacement.

20.3 If you are liable under the terms of this agreement to pay us

a sum of money and the law requires tax to be deducted or

withheld from that sum, you must pay us enough to cover

both your liability and the tax sum involved in full. We and

you agree to make any payments and adjustments

necessary to achieve this.

21. Conflicts of interest

21.1 The Equiniti Group has established and implemented a

Conflicts Policy (which may be revised and updated from

time to time) in line with the FCA Rules, which sets out how

we must seek to identify and manage all material conflicts

of interest. Such conflicts of interest can occur in our day to

day business activities: for example, where one of our

clients could make a gain at the direct expense of another

client, or we might be faced with an opportunity to make a

gain but this would be to the direct disadvantage of one or

more of our clients.

21.2 Depending on the exact nature of the conflict of interest

involved, we may take certain actions in accordance with

the Conflicts Policy to mitigate the potential impact of the

conflict. Such actions may include putting in place controls

between the opposing sides of the conflict, which may

control or prevent the exchange of information, and/or

involve the appropriate management of staff activities and

segregation of duties. Where such controls would be

insufficient to eliminate the potential material risk of

damage to clients from specific conflicts, then we will

disclose the general nature and/or source of those conflicts

of interest to you prior to us undertaking the relevant

business.

21.3 You will find full details of our Conflicts Policy on our

website at:

www.shareview.co.uk/info/policies

or you can request a printed copy by contacting us using the

contact details in Section 1.

21.4 At the time of the issue of this document no material

conflicts of interest were identified which could not be

managed in accordance with Section 21.1.

22. Governing law

These Terms and Conditions are governed by English law.

Any disputes relating to the agreement between us will be

subject to the jurisdiction of the courts of England and

Wales.

23. No third party rights

This agreement is only between you and us. It will not give

any benefits to, nor be enforceable by, a third party.

24. Complaints and compensation

If you have a complaint of any kind, please be sure to let us

know. We will do our utmost to resolve the issue. You can

put your complaint in writing to us at:

Complaint Resolution Team, Equiniti Financial Services

Limited, Aspect House, Spencer Road, Lancing, West

Sussex, BN99 6DA United Kingdom

or email us at:

[email protected]

or call us using the contact details in Section 1.

If we cannot resolve the issue between us, you may – so

long as you are eligible – ask the independent Financial

Ombudsman Service to review your complaint.

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A leaflet with more details about our complaints procedure

is available – you are welcome to ask us to supply you with

a copy at any time.

We are a member of the Financial Services Compensation

Scheme, set up under the Financial Services and Markets

Act 2000.

If we cannot meet our obligations, you may be entitled to

compensation from the Scheme. This will depend on the

type of agreement you have with us and the circumstances

of the claim. For example, the Scheme covers corporate

sponsored nominees, individual savings accounts and share

dealing.

Most types of claims for FCA regulated business are covered

for 100% of the first £50,000 per person.

This limit is applicable to all assets with Equiniti FS.

For more details about the Financial Services Compensation

Scheme, you can call their helpline:

0800 678 1100 or +44 207 741 4100

or go to their website at:

www.fscs.org.uk

or write to them at:

Financial Services Compensation Scheme

10th Floor, Beaufort House, 15 St Botolph Street,

London EC3A 7QU United Kingdom

Alternative Formats

To request these Terms and Conditions in an alternative

format, for example, large print, braille, or an audio tape,

please contact us using the contact details in Section 1.

199

Appendix 2Quantified Financial Benefits Statement

Shell has made statements of estimated costs savings and synergies arising from the Combination(together, the “Quantified Financial Benefits Statement”) which are included in paragraph 6 of Part I(Letter from the Chairman of BG Group plc) of this document.

A copy of the Quantified Financial Benefits Statement is set out below:

“Shell has been able, as a result of further analysis and its integration planning work, to de-risk its initialsynergy estimates and increase the expected level of identified pre-tax synergies from $2.5 billion to$3.5 billion in 2018, an increase of 40% compared to earlier guidance. This increase is attributable to adoubling of expected operating cost savings from $1 billion to $2 billion and underscores the attractivenessof the recommended combination for both sets of shareholders.

The expected level of identified pre-tax synergies therefore now comprises $2 billion of operating cost savingsand a $1.5 billion reduction in exploration expenditure in 2018.”

The potential sources of quantified cost savings arising as a direct result of the combination includesavings from:

l Corporate, administrative, organisational and IT operational efficiencies;

l Efficiencies in marketing and shipping costs;

l Efficiencies in procurement spend; and

l Reduced exploration expenditure enabled by high-grading and optimisation of the combinedexploration portfolio.

The cost savings referred to in the first two bullets above are expected to be recurring.

Shell estimates that the implementation of the operating cost savings would give rise to one-off costs ofapproximately $1,230 million incurred in the first two years post completion to the end of 2017, of whichapproximately 70% would be incurred in 2016 and 30% in 2017. No material costs are expected to arise inrelation to the implementation of the reduction in exploration expenditure.

In identifying these synergies, the Shell Directors have formulated the following bases of belief:

l Corporate, administrative, organisational and IT operational efficiencies: $1,400 million from thede-duplication of overlapping back office and business support functions, the elimination ofoverlapping support costs, office consolidation, the migration of BG onto Shell IT systems, andremoval of duplicative corporate costs;

l Efficiencies in procurement spend ($520 million), and marketing and shipping costs ($50 million):$570 million from economies of scale, specification standardisation and operating efficienciesacross operating, capital and raw material cost areas and optimisation of shipping and marketing;and

l Reduction in exploration expenditure: $1.5 billion from the reduction in exploration expenditureenabled by high-grading and optimisation of the combined exploration portfolio.

The Shell Directors expect that these synergies would be delivered progressively, and anticipate that 50%on a run-rate basis would be achieved by the end of 2016, 80% by the end of 2017, and the full run-rate in2018.

Aside from the one-off costs referred to in the Quantified Financial Benefits Statement above, the ShellDirectors do not expect any material dis-synergies to arise in connection with the recommendedcombination with BG (the “Combination”).

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Bases of belief

In preparing the Quantified Financial Benefits Statement, BG has provided Shell with certain operatingand financial information to facilitate a detailed analysis in support of evaluating the potential synergiesavailable from the Combination and other information in the context of Shell’s integration planning work.In circumstances where data has been limited for commercial or other reasons, the team has madeestimates and assumptions to aid its development of individual synergy initiatives.

The cost base used as the basis for the quantified exercise is that contained in BG’s 2014 Annual Reportand Accounts, validated against BG’s results for the six month period ended 30 June 2015, or, whererelevant, Shell’s current cost base.

The assessment and quantification of the potential synergies have in turn been informed by Shellmanagement’s industry experience as well as their experience of executing and integrating pastacquisitions.

In arriving at the estimate of synergies set out in this Announcement, following discussions with BG, theShell Directors made the following operational assumptions:

l as regards headcount, Shell has assumed salary levels proportional to Shell’s own salaries bygrade, aligned to BG reported employee expenditure;

l as regards IT costs, Shell anticipates transitioning BG support function activities (such as Finance,HR etc.) onto Shell’s existing systems and legacy BG support function systems will cease to beused. Project IT, infrastructure and certain enterprise resource planning systems are assumed tobe at least partially integrated into Shell;

l as regards synergies targeting procurement expenditure, these are based on scale reductions inoperating and capital expenditure forecasts informed by third party analyst data;

l as regards synergies targeting shipping and marketing, these are based on scale efficiencies acrossglobal marketing and shipping operations of the combined Shell and BG group (the “CombinedGroup”); and

l the targeted operating cost savings synergies assume inflation at 2% per annum; explorationexpenditure savings do not include inflation.

The Shell Directors have, in addition, assumed that:

l the Combination will be completed in the first quarter of 2016 for these purposes;

l following completion of the transaction, Shell will own 100% of the ordinary share capital of BG;

l there will be no significant impact on the underlying operations of either company or their abilityto continue to conduct their businesses;

l there will be no material change to macroeconomic, political or legal conditions in the markets orregions in which Shell and BG operate that materially impact on the implementation or costs toachieve the proposed cost savings;

l there will be no material change in current foreign exchange rates; and

l there will be no change in tax legislation or tax rates in the countries in which Shell and BGoperate that could materially impact the ability to achieve any benefits.

The Shell Directors consider that the expected benefits will accrue as a direct result of the Combinationand could not be achieved independently of the Combination.

Reports

As required by Rule 28.1(a) of the City Code, Deloitte LLP, as reporting accountants to Shell, and Bank ofAmerica Merrill Lynch, financial adviser to Shell, have provided the opinions required under that Rule. Each

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of Deloitte LLP and Bank of America Merrill Lynch has given and has not withdrawn its consent to thepublication of its report in the form and context in which it is included.

Notes:

1. The statements of estimated synergies relate to future actions and circumstances which, by theirnature, involve risks, uncertainties and contingencies. As a result, the synergies referred to may notbe achieved, or may be achieved later or sooner than estimated, or those achieved could bematerially different from those estimated.

2. Due to the scale of the Combined Group, there may be additional changes to the CombinedGroup’s operations. As a result, and given the fact that the changes relate to the future, theresulting synergies may be materially greater or less than those estimated.

3. No statement should be construed as a profit forecast or interpreted to mean that the combinedgroup’s earnings in the first full year following implementation of the Combination, or in anysubsequent period, would necessarily match or be greater than or be less than those of Shelland/or BG for the relevant preceding financial period or any other period.

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Appendix 3

Opinion of the Pension Trustee in relation to the Combination

In the following Opinion, the Combination is referred to as the “Offer”.

BG Group Pension Trustees Limited

For the avoidance of doubt, this opinion relates to the effects of the Offer on the BG Pension Scheme only and does notconstitute a recommendation as to the Offer. This opinion does not consider the personal and individual circumstances ofrecipients and neither the Trustee nor its advisers intend to provide any legal, tax, investment or other advice. Any acceptanceof the Offer should be based on an assessment of the Offer as a whole. You should undertake your own analysis of the Offerand seek independent advice as appropriate.

Under the City Code, BG Group Pension Trustees Limited (as trustee of the BG Pension Scheme (the “BGPS”or the “Scheme”) (the “Trustee”)) is entitled to have its opinion on the effects of the Offer on the BGPSpublished in the circular to BG Shareholders containing the recommended offer by Royal Dutch Shell plc(“Shell”) for BG Group plc (“BG”) announced on 8 April 2015. This opinion is set out below.

Overview

The Trustee has considered the effects of the Offer on the BGPS on the basis of the information currentlyavailable to it. The Trustee has had discussions with Shell about the future funding arrangements for theBGPS, the nature of any restructuring or cash flow plans insofar as they are currently known and theimpact they may have on the strength of the sponsor covenant. The Trustee, Shell and BG have agreedHeads of Terms (the “Heads of Terms”) in respect of certain amendments to the existing arrangements forthe BGPS and additional support for the BGPS should the Offer complete. These are described below.

Trustee’s role in the Offer

In the ordinary course, the Trustee’s primary legal obligations are to administer the BGPS in accordancewith the BGPS’s governing provisions and all applicable statutory and regulatory requirements, to ensurethat the BGPS is appropriately funded and invested and to exercise its powers and discretions in the bestinterests of the BGPS and its members.

The Trustee has no role in approving the Offer or any other specific legal rights in respect of the Offer itself.However, the Trustee has had discussions with Shell and BG with the aim of ensuring that the Offer has asatisfactory outcome for the BGPS.

Steps taken by the Trustee

Since the Announcement of the Offer on 8 April 2015, the Trustee has:

l engaged its primary professional advisers Hymans Robertson (investment), Mayer Brown (legal),Towers Watson (actuarial), and Penfida (covenant and corporate finance) to assist it inunderstanding all relevant aspects of the Offer both pre- and post-completion; and

l met on various occasions to consider the implications of the Offer for the BGPS;

l met with Shell and BG;

l discussed with Shell its plans to integrate the BG business into Shell to understand better thepotential impact of the Offer on the ability of the ‘Employers’ (as defined below) to support theBGPS (the “Employer Covenant”); and

l negotiated the Heads of Terms.

The Trustee’s primary focus has been:

l the potential impact of the Offer on the Employer Covenant provided by the legal entitiessupporting the BGPS;

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l the impact of the Offer on the current funding arrangements and scheme protections, includingthose which were established following the closure of the Scheme to future accrual in December2013 (described below);

l the possible implications of the Offer on future scheme funding and investment strategy; and

l the possible application of statutory debts under section 75 of the Pensions Act 1995 and how suchemployer debts might be triggered in future.

Royal Dutch Shell’s intentions with regard to the BGPS

Shell stated in its Announcement of the Offer that:

“….it has given assurances to the BG Directors that, upon and following completion of the Combination, itintends to fully safeguard the existing employment and pension rights of all of the BG Group’smanagement and employees. The Shell Board recognises that in order to achieve the expected benefits ofthe Combination, operational and administrative restructuring will be required following completion ofthe Combination. The detailed steps for such a restructuring are not yet known but Shell will aim to retainthe best talent across the Combined Group”

Background to Shell

Information on Shell is set out in Part II of the Scheme Document.

Implications of the Offer for the BGPS

Employer Covenant

Prior to completion of the Offer, the BGPS benefits from the direct support of BG, BG Energy HoldingsLimited (“BGEH”) and BG International Limited (“BGI”) (each an “Employer”, and together the “Employers”)who have the statutory liability to fund the BGPS in accordance with their respective share of the BGPS’sliabilities (the “Employer Covenant”). The vast majority of the BGPS’s liabilities relate to employment withBGI.

This support is further underpinned by a package of funding measures and protections that was put inplace in December 2013 to accommodate the Scheme’s closure to future accrual. This package includes:

1. An agreed funding basis and de-risking strategy aimed at achieving self sufficiency as measuredon a prudent basis by 2026 (self sufficiency in this context means the Scheme being in a positionwhereby its funding is substantially independent of the company);

2. A security package which includes certain assets held in a Scottish Limited Partnership (“SLP”) andcertain guarantees provided by BG Group companies which underpin the minimum proceedsfrom the SLP; and

3. A reinstatement of the Trustee’s power to wind up the Scheme if certain minimum credit ratingsare not maintained in respect of BGEH and in the event of the insolvency of BG or BGEH. Ifexercised, the Trustee’s wind up power would require the Scheme to be funded to a level thatwould secure a full insurance buy out (the “s75 Deficit”).

Impact of the Offer on the BGPS Employer Covenant

Prior to the proposed transaction, the Trustee considers the Employer Covenant, taking account of each ofthe Employers and the package described above to be strong and therefore well positioned to support theobligations to the Scheme.

The Trustee notes the views of the Shell and the BG boards that the combination is in the interests of bothsets of shareholders, creating a combined group that is stronger and more competitive with significantsynergies and enhanced operating capability. The Scheme’s Employers will remain the same followingcompletion of the Transaction and, as such, the Transaction is not expected to have an immediate impacton the Employer Covenant. The Trustee has, however, been mindful that there is no guarantee that anysubsequent restructuring or refinancing of the BG Group businesses, would not adversely impact the

Employer Covenant. In addition Shell has requested that the Trustee amend certain provisions in the TrustDeed and Rules as they relate to the reinstatement of the Trustee’s power to wind up the Scheme.

As a result the Trustee has agreed Heads of Terms with the Shell Group to protect the interests of theScheme and align them more closely with those of the Shell Group. The key elements of the Heads ofTerms are, in summary:

1. No change to the existing funding commitments or security package;

2. BGEH will assume joint and several liability for the liabilities of the BGPS;

3. Shell Petroleum NV (“SPNV”) will guarantee the liabilities of the BGPS until 2033; the guarantee(the “SPNV Guarantee”) will be capped at £1 billion until 2028 and, from 2028 to 2033, the lowestof (a) 1.25x the s75 Deficit in 2028, (b) £500m, and (c) £1bn less any amounts paid under theguarantee in the period before 2028;

4. The credit rating trigger relating to the reinstatement of the Trustee’s power to wind up theScheme will be replaced with triggers linked to the net asset value of SPNV and BGEH; theinsolvency triggers relating to the reinstatement of the Trustee’s power to wind up the Schemewill be amended and refer to SPNV and BGEH (or replacement companies meeting certainrequirements set out more fully in the Heads of Terms ), instead of BG and BGEH; and

5. Shell will provide the Trustee on a regular basis with the necessary information to enable theTrustee to monitor the strength of the Employer Covenant and SPNV.

It is intended that the Heads of Terms will be formally documented prior to completion of the Transactionand conditional upon completion of the Transaction.

Powers of the Trustee

In addition to the provisions set out in the Heads of Terms, the Trustee retains certain powers andprotections against a weakening of the Employer Covenant and any other action Shell or BG may seek totake in respect of the BGPS, including:

1. The power to change investment strategy, subject to an obligation to consult with the Employers;and

2. The obligation to ensure that the BGPS actuary confirms that the rate of employer contributionspayable from time to time is not lower than that he would have provided for if he had theresponsibility for setting that rate.

Role of the Pensions Regulator

The Pensions Regulator (the Regulator) is not required to be consulted in respect of the Offer itself, unless“Clearance” (i.e. a statement that the Regulator will not use its powers mentioned below in respect ofShell’s or BG’s intentions for the BGPS) is sought by Shell. Shell has stated that it does not intend to seekClearance.

Nonetheless, as Shell will be acquiring a controlling stake in BG (and each of the Employers) it will become‘connected and associated’ with the Employers for the purposes of the Regulator’s moral hazardframework. Under the moral hazard framework, the Regulator has the ability, subject to a test ofreasonableness, to require contributions or other financial support from entities which are connected toor associated with an under-funded defined benefit pension scheme. As such, even if the BGPS has nolegal recourse to the wider Shell Group, in certain circumstances, the Regulator may be able to requireShell to provide additional support to the BGPS. In addition, the Regulator can also become involved incircumstances where, for example, it considers the trustee appointment or removal power has beenimproperly exercised.

Opinion

Prior to completion of the Offer, the BGPS benefits from the covenant of the Employers, further supportedby the arrangements put in place in 2013. The Trustee considers this to represent a strong covenant.

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Following the Transaction the BGPS will continue to benefit from the covenant of the Employers and thearrangements put in place in 2013, as amended by the Heads of Terms, including the assumption by BGEHof joint and several liability for the Scheme’s liabilities. In addition it will be further supported by the SPNVGuarantee.

The Trustee, having received professional advice, believes that the implementation of the Heads of Termsas a whole will maintain sufficient and appropriate support for the BGPS and more closely aligns theBGPS’s interests with those of the principal stakeholders in the enlarged group.

BG Pension Trustee Limited16 December 2015

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sterling 166555