UK SharesavePlan Guide - January 2020For contracts under the Shell Sharesave Scheme

Sharesave is no longer offered to new participants.

Participants with current contracts can continue to save for the duration of those contracts in order to buy Royal Dutch Shell B shares (RDSB) with their savings at the ‘Option Price’.

A Sharesave option is the right to buy Royal Dutch Shell B shares (RDSB) with your savings (and bonus if applicable) at the “Option Price” on maturity of the Sharesave contract.

If you decide to buy some or all of the shares under option then you will become a shareholder and you will benefit from any future dividends and have voting rights like all other shareholders of RDSB shares.

You decide whether you want to buy shares at the end of the savings period and you will be given six months to decide.

Introduction

Savings amounts and contract:

You will find in your Computershare account, under ‘Correspondence’ an Option Certificate for each of your Sharesave contracts. The Option Certificate will detail the number of RDSB shares that you will be able to buy at the end of your savings period and your monthly savings amount.

Missed payments:

Should you need, for any reason, to miss monthly contributions, (or do so in error), your maturity will be delayed by the number of months you miss in order for you to make up those missed contributions:

Up until 31 August 2018, if you have missed more than 6 contributions at any time during the savings contract then your option will lapse.

From 1 September 2018, if you miss more than 12 contributions at any time during the savings contract then your option will lapse.

Once your option has lapsed you will no longer have the opportunity to purchase shares at the option price.

Managing your Sharesave contractThe conditions noted are imposed by HMRC and cannot under any circumstances be waived.

Examples if you have missed 6 or fewer contributions before 1 September 2018 and your option has not lapsed:

� if you have missed 2 months contributions before 1 September 2018 then you can miss a further 10 after 1 September 2018

� if you have missed 6 months contributions before 1 September 2018 then you can miss a further 6 after 1 September 2018

Unpaid leave:

If you are on unpaid leave then you can continue your savings by paying directly to Computershare, via a standing order. You can access the Standing Order form here. On return to payroll your savings will restart from your salary and you will need to cancel your direct payments.

Transferring CountriesIf you transfer from the UK to another country on a Long Term International Assignment (LTIA) or Local Non National (LNN) your contributions will be stopped by Shell as you will not be receiving a salary in the UK:

However, depending on the company you hold your employment contract with (if more than 50% owned by Royal Dutch Shell plc.) you may still be able to continue to participate in the plan by setting up contributions to Computershare via a standing order with your bank.

Click here to view the Transferring Countries Guide for more information and to access the standing order form.

Short-Term International Assignment (STIA):

if you go on a short-term international assignment from the UK you can continue your deductions from payroll to Sharesave as you will remain on the UK payroll.

Are my savings safe?

Computershare Plan Managers administer the Sharesave plan. However, your Sharesave deposits are held with the Bank of Scotland plc which is covered by the Financial Services Compensation Scheme (FSCS). The FSCS can pay compensation to depositors if a bank is unable to meet its financial obligations. In respect of deposits, an eligible depositor is currently entitled to claim up to £85,000.

For further information about this scheme (including the amounts covered and eligibility to claim) please refer to the FSCS website http://www.fscs.org.uk/

Once you have made all of the payments due under your Sharesave contract, you can choose what you would like to do with your savings.

Share prices are subject to movement, both up and down and it is possible for the Option Price at which you would exercise your option to buy Royal Dutch Shell B (RDSB) shares to be greater than the market price of RDSB at any point in time. You should satisfy yourself that you understand the value of your option before you decide to exercise it. Click here for a link to the Investor Centre. We recommend that you seek independent financial advice if you are unsure which maturity option to select.

You can decide to buy the shares under option. If you do you will become a shareholder. As a shareholder you will benefit from any future dividends and have voting rights like all other shareholders of RDSB shares. Generally speaking, you can sell some or all of the shares at any time.

If you are an Employee Insider you must read the Securities Dealing Code if you require pre-clearance for selling shares. The code can be found at: http://sww.shell.com/ethicsandcompliance/inside_info_and_share_dealing/securities_dealing_code.html

You can also decide to take your savings back.

You must make your choice within six months of maturity otherwise your option to exercise will lapse. After this you will only be able to request your savings to be returned.

Maturity date:

Provided you have not missed any payments your Sharesave account will mature on1 February 2020.

If you have missed any payments the maturity date will be delayed by one month for each missed payment up to a maximum of twelve (see page 3 for more information on missed payments). Your maturity

Maturitydate will be delayed until you have made your full 36 or 60 contributions. You can see your contribution history on your Computershare account, under the “Contributions” link.

The maturity link will be available on your account when all payments due under your contact have been made.

Your Choices

Once your account has matured you will have the following four options:

1. Exercise options and keep the shares2. Exercise options and sell them all3. Exercise options and sell some of them4. Withdraw your savings

1. Exercise options and keep the shares

If you wish to own RDSB shares you can use your savings to buy the shares at the Option Price.

The shares will be transferred to a Vested Share Account (VSA) administered by Computershare. You will benefit from any future dividends and have voting rights like all other shareholders of Royal RDSB shares on your shares held in the VSA.

You can elect to have them transferred direct to a single company ISA provided by Equiniti Financial Services Limited (“Equiniti”) – see later section on “transferring shares to a tax efficient account”.

Transferring shares, including to a tax efficient account, e.g. Individual Savings Account (ISA) or Self Invested Personal Pension (SIPP)

You may transfer your shares to an ISA or SIPP within 90 days of the exercise date. Under current tax laws, the transfer of these shares does not attract Capital

Gains Tax (CGT) and the tax advantaged status of the shares is retained.

Equiniti ISAAt maturity you can elect to have the shares transferred to a Shareview Dealing ISA provided by Equiniti Financial Services Limited (“Equiniti”). If you select this option you will receive a share certificate and an application/transfer form from Equiniti. Click here for further information about the Shareview Dealing ISA. And click here for the rates and charges that apply.

You must be resident in the UK if selecting this choice. This is not a recommendation that you should use Equiniti’s services as there are other ISA providers available and you should make your own judgment as to whose services you should use. If you are unsure about what action to take, if any, you should contact an authorised financial advisor.

Alternative accounts and brokersIf you wish to transfer your shares to an alternative broker, the Corporate Nominee, SIPP or your personal ISA provider (other than an ISA with Equiniti), or hold them in certificate form you can request this once your shares are settled in the VSA. There is no fee for transferring shares out of the VSA.

If you wish to transfer your shares to an alternative account you will need full account details and broker information to make the instruction. Failure to provide full and accurate details may mean your transfer cannot be made.

If you have any questions regarding your personal circumstances, the limits applicable and whether to invest in a SIPP or ISA you should contact an Independent Financial Adviser.

2. Exercise options and sell them all

You can use your savings to buy all of the shares and immediately sell them all. The proceeds will be paid to a bank account of your choice.

3. Exercise options and sell some of them

You can use your savings to purchase all of the shares and sell a specific number of them. The proceeds will be paid to a bank account of your choice and the remaining shares will be transferred to a VSA.

It is important to remember that, following introduction of EU legislation (Markets in Financial Instruments Directive 2 (MiFID II)), you will be required to provide additional personal details in order for you to be able to sell your shares. It is best to provide this information as soon as you can, so as to avoid delays in future if and when you decide to sell your shares.

4. Withdraw your savings

You can withdraw your savings as cash by closing the relevant account. The proceeds will be paid to your bank account.

If, having withdrawn your savings, you then wish to exercise your option within six months of the maturity date please contact the Computershare Helpline on +44 (0)370 707 1430 for further advice.

Being a shareholder in RDS means you own part of the company and you can continue to share in Shell’s success. The value of your holding will rise or fall depending on the number of shares you continue to hold and the RDS share price over time.

The Vested Share Account (VSA)

You can choose to have your shares held in the VSA (administered by Computershare) in a paperless and secure manner. There is a facility to transact from the VSA, which means that you can sell either all or some of your shares and can also transfer your shares to a brokerage or nominee account of your choice. There is no charge for you to hold your shares in the VSA but please note that you will have to pay any applicable transaction fees to sell the shares.

If you transfer shares to another brokerage account /nominee, the transfer out of the VSA is currently free of charge, however the new broker/nominee may charge annual fees. More details about the VSA can be found here.

Dividends – grow your shareholding

Depending on when you exercise your option to buy shares and if you decide to keep them, you will qualify for future dividends of RDSB shares. If you hold shares on a dividend record date, you will receive Dividend Re-Investment Shares in the VSA each time a dividend is declared by RDS. The reinvestment of dividends means that your shareholding will grow if and when a dividend is paid. You cannot choose to take dividends earned on shares that have been delivered to your VSA as cash. For information on RDS dividends, please click here.

Please note that no assurance is provided that future dividend payments will match or exceed previous dividend payments.

Voting at the Shareholder meetings – a chance to have your say as an owner of part of Shell

As a shareholder you will be invited to vote at shareholder meetings such as the Annual General Meeting (AGM) should you wish to do so. The AGM is usually in May each year. If you hold shares in a Computershare Vested Share Account you will receive an email from Computershare in advance of the meeting with instructions on how to view the resolutions to be voted on and how to record your votes online should you wish to do so.

Selling or Transferring your shares

Selling shares

It is important to remember that, following introduction of EU legislation (Markets in Financial Instruments Directive 2 (MiFID II)), you will be required to provide additional personal details in order for you to be able to sell your shares. It is best to provide this information as soon as you can, so as to avoid delays in future if and when you decide to sell your shares. You can sell your shares online at Computershare’s website www.computershare.com/employee/shellshareawards. The transaction costs for a sale of shares can be found in the terms and conditions.

Securities Dealing Code

Generally speaking, you can sell your shares at any time. However, your ability to trade may be restricted at certain times by the usual insider trading rules, the Securities Dealing Code, and by any trading blackouts imposed by Shell. If you are on the insider list then you must read the Code to check if you require pre-clearance for selling shares. It is against the law for you to trade shares if you have ‘inside information’, which means that you know about something that could affect Shell’s share price. Shell provides information about this through the Securities Dealing Code, which you can read at: https://eu001-sp.shell.com/sites/AAFAA5088/SECO%20Primary%20Document%20Library/SecuritiesDealingCode.pdf

Transferring shares

You can also transfer your shares into your own personal brokerage account at any time through Computershare’s website. There will be no transaction cost for doing this.

For videos to show how to sell or transfer shares from your Computershare account please click here

Becoming a shareholder

Sharesave is a HMRC tax advantaged Save As You Earn Scheme.

Any bonus you receive at the end of your savings scheme is currently tax free.

You will not normally have to pay income tax or national insurance contributions on any money you make by buying these shares.

Tax when you sell the shares

There will be no income tax liability when you exercise your option to buy shares.

When you sell your shares there could be CGT to pay. If the total of all capital gains made during the tax year exceeds the annual exemption for the tax year, you could have a CGT liability. The annual exemption can change and you should check the current limit before you sell your shares. Whether or not CGT is due, will depend on your personal circumstances. You won’t currently pay any CGT if you transfer the shares into an ISA or a SIPP within 90 days of buying them. If you transfer your shares, other than to your spouse or civil partner, by way of a gift, there may be CGT implications.

The plan documentation assumes that you are a UK taxpayer (and are only a UK taxpayer). If you are liable to pay tax in any other jurisdiction you should obtain your own independent tax advice before deciding to take part in the plan. In particular, if you are subject to tax in a jurisdiction which taxes you on your worldwide income (for example the USA), then you are unlikely to receive a net benefit from the favourable UK revenue treatment. US taxpayers may also be subject to additional taxes under the Internal Revenue Code §409A.

If you are in any doubt about your tax position, you should contact an Independent Tax Adviser.

Remember, past share price performance is not a guide to future performance and share prices can go down as well as up.

Tax and legal

Leaving the planTaking a refund of your contributions

You can withdraw from the plan and take out your savings at any time.

If you take a refund of your contributions, you will receive your money back plus interest (if applicable). The rate of interest is set by Her Majesty’s Revenue and Customs (HMRC) at the invitation date.

Change in employment status

If you leave Shell then the treatment will vary depending on your circumstances.

a) If you leave due to disability, redundancy, retirement or your company is sold out of the Shell group you can decide to:

i. use some or all of your savings to buy a reduced number of shares within six months of leaving. (You may continue saving during this period); or

ii. choose not to exercise your option and withdraw your savings and interest (if any); or

iii. carry on saving beyond the six month period in which case your option to purchase shares lapses automatically at six months but you still receive your bonus (if applicable) at the end of the contract.

b) If your employment ends as a result of resignation or dismissal then your option will lapse and you can either withdraw your savings or continue saving in order to obtain the bonus (if applicable) at the end of the contract.

However, if your employment ends more than 3 years after the option was granted you will have the choices described under a) above.

c) If you die your savings contract will automatically stop and your personal representative will be entitled to the repayment of your contributions including interest and/or bonus where applicable. Your personal representative can use this money to buy to shares at the Option Price within 12 months if the maturity date or your death, whichever is sooner.

d) If you leave Shell for any other reason you will not be able to buy shares but you can take back all of the money you have saved, plus any interest due. Alternatively you can continue saving to the end of your fixed savings period (even though you are no longer employed by Shell) so that you receive your tax free bonus (if applicable).

FAQMy option is referred to as “underwater”. What does this mean?

Your option will be underwater when the Option Price at which you can purchase the shares under your Sharesave contract is higher than the current share price quoted on the London Stock Exchange. This means that the shares are worth less than what you would have to pay for them.

The share price can go down as well as up. Therefore , it is very important that you make yourself aware of the current market price of a RDSB share (compared to the option price detailed in your Maturity Notification) when deciding whether or not to exercise your option to buy shares.

If upon reviewing the share price you decide to exercise and sell your options using the real-time trading service, your instruction is irrevocable.

If you are unsure as to what to do, you should always seek advice from an Independent Professional Advisor.

What happens if I have missed some payments and cannot see the maturity link?

If you have missed some payments you will still receive the maturity email but the link to exercise will not be available until all the payments have been made under the contract. If you find the link doesn’t work after completing all the payments due please contact Computershare.

Do I have to buy all of the shares?

If you choose to exercise your option, yes you will buy all the shares and they will be transferred to your VSA. However you can elect to have some or all of them sold immediately. If you are thinking of selling any of your shares please ensure that you are aware of the requirements under MIFID II whereby you will be required to provide additional personal details in order for you to be able to sell your shares. It is best to provide this information as soon as you can, so as to avoid delays in future if and when you decide to sell your shares.

The proceeds from the shares sold will be paid to your bank account recorded in your Computershare account.

What will happen to any savings remaining in my account?

If you choose to purchase all the shares under option there may be a residual balance. This is because only whole shares can be purchased and so any residual savings will be less than the price of one share. You can elect to donate this amount to charity or have the money paid to your bank account. The charity supported by Shell is the Red Cross.

I don’t want my shares to go into the VSA. What should I do?

Your shares will automatically be transferred to the VSA, but you will be able to move the shares from the VSA to a brokerage account or nominee of your choice, or transfer the shares to certificated form. This includes transfers to tax efficient accounts, i.e. Individual Savings Account (ISA) or Self Invested Personal Pension (SIPP). Please note that it can take up to 10 working days for you to receive a certificate. If you decide to transfer your shares into an existing brokerage account it is vital that the information you provide to Computershare to transfer the shares matches EXACTLY with the receiving account information. A slight mis-match of any data item could mean a failure in the share delivery and/or the creation of a new account at the receiving end. Computershare will take your delivery instructions and will not be able to check that you have given them accurate information about the receiving account. It is your responsibility to ensure that the data you give to Computershare is complete and accurate and that you give accurate and timely information to your broker. Due to the complexities of share transfer you should be aware that it can take several weeks in some circumstances to complete. Please refer to the “How to” transfer from your VSA video here.

How can I keep track of my holdings in the VSA?

The VSA will be visible alongside any other share plan awards that you may have that are administered by Computershare. You should log in to your Computershare account using your Global ID and PIN. Your VSA balance will be displayed on your portfolio page.

Can I sell shares from the VSA?

Yes, you will be able to sell shares from your VSA.Please refer to the “How to” sell from your VSA video here.

Note also that if you are an employee insider, you will need to get pre-clearance to sell in accordance with the RDS Securities Dealing Code which can be found here.

What are the transaction costs that I will pay on sale or transfer of the shares?

There are no transaction fees should you transfer your shares out of the VSA to your own brokerage account or to certificated form. The transaction costs for a sale of shares can be found in the Terms and Conditions on the Computershare website.

12MFIA D98

Your Sharesave resource centreThere are important compliance issues which you must be aware of if you participate in any share plan. Please refer to the following links for details concerning:

FATCA and CRS Details relating to compliance under Foreign Account Tax Compliance Act and Common Reporting Standards.

Foreign Asset Reporting Overview of the Plan including details on joining and leaving, taxation, foreign asset reporting, definitions and key things to remember.

Royal Dutch Shell Securities Dealing Code If you are an employee insider you must abide by the dealing code in the event that you wish to sell any shares.

MIFID II Have you updated your MIFID information? Find out more and why it is important to you if you own shares.

Additional reference information

Divestment guide For details of treatment of your award(s) if the company you are working for is being divested

Investor Centre Keep up to date with our share price, upcoming events and read our recent and archived publications and financial statements

Leaver guide Details of how your Plans are affected by your departure and any actions you may need to take

VSA A guide to the Vested Share Account

Share Plans query form Use this Share Plans query form if you have queries about Sharesave that cannot be answered from the Plan materials.

HR OperationsIf you are unable to access the Share Plans query form, please send an email to HR Operations if you have queries about Sharesave that cannot be answered from the Plan materials.

Mail to: HR-Operations@shell.com

Contact Information for Computershare

The Plan Administrator, Computershare, at

www.computershare.com/employee/shellshareawards

Email: shellsharesave@computershare.co.uk

Telephone : +44 (0)370 707 1430