Shell PLC — AGM Information 2013

May 22, 2013

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ROYAL DUTCH SHELL PLC

The following resolutions submitted to the Annual General Meeting held on May 21, 2013 were passed.

RESOLUTION 1

That the Company’s annual accounts for the financial year ended December 31, 2012, together with the Directors’ report and the Auditors’ report on those accounts, be received.

RESOLUTION 2

That the Directors’ Remuneration Report for the year ended December 31, 2012, set out in the Annual Report and Accounts 2012 and summarised in the Annual Review and Summary Financial Statements

2012, be approved.

RESOLUTION 3

That Josef Ackermann be re-appointed as a Director of the Company.

RESOLUTION 4

That Guy Elliott be re-appointed as a Director of the Company.

RESOLUTION 5

That Simon Henry be re-appointed as a Director of the Company.

RESOLUTION 6

That Charles O. Holliday be re-appointed as a Director of the Company.

RESOLUTION 7

That Gerard Kleisterlee be re-appointed as a Director of the Company.

RESOLUTION 8

That Jorma Ollila be re-appointed as a Director of the Company.

RESOLUTION 9

That Sir Nigel Sheinwald be re-appointed as a Director of the Company.

RESOLUTION 10

That Linda G. Stuntz be re-appointed as a Director of the Company.

RESOLUTION 11

That Peter Voser be re-appointed as a Director of the Company.

RESOLUTION 12

That Hans Wijers be re-appointed as a Director of the Company.

RESOLUTION 13

That Gerrit Zalm be re-appointed as a Director of the Company.

RESOLUTION 14

That PricewaterhouseCoopers LLP be reappointed as Auditors of the Company to hold office until the conclusion of the next AGM of the Company.

RESOLUTION 15

That the Board be authorised to determine the remuneration of the Auditors for 2013.

RESOLUTION 16

That the Board be generally and unconditionally authorised, in substitution for all subsisting authorities, to allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company, up to an aggregate nominal amount of €148 million, and to list such shares or rights on any stock exchange, such authorities to apply until the earlier of the close of business on August 21, 2014 and the end of the next AGM of the Company (unless previously renewed, revoked or varied by the Company in general meeting) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or to convert securities into shares under any such offer or agreement as if the authority had not ended.

RESOLUTION 17

That if Resolution 16 is passed, the Board be given power to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited:

(A)

to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities:

(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(ii) to holders of other equity securities, as required by the rights of those securities or, as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, or legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever; and

(B)

in the case of the authority granted under Resolution 16 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (A) above) of equity securities or sale of €22 million,

such power to apply until the earlier of the close of business on August 21, 2014 and the end of the next AGM of the Company but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends, and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

RESOLUTION 18

That the Company be authorised for the purposes of Section 701 of the Companies Act 2006 to make one or more market purchases (as defined in Section 693(4) of the Companies Act 2006) of its ordinary shares of €0.07 each (“Ordinary Shares”), such power to be limited:

(A)

to a maximum number of 637 million Ordinary Shares;

(B)

by the condition that the minimum price which may be paid for an Ordinary Share is €0.07 and the maximum price which may be paid for an Ordinary Share is the higher of:

(i) an amount equal to 5% above the average market value of an Ordinary Share for the five business days immediately preceding the day on which that Ordinary Share is contracted to be

purchased; and

(ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out,

in each case, exclusive of expenses;

such power to apply until the earlier of the close of business on August 21, 2014 and the end of the next AGM of the Company but in each case so that the Company may enter into a contract to purchase Ordinary Shares which will or may be completed or executed wholly or partly after the power ends and the Company may purchase Ordinary Shares pursuant to any such contract as if the power had not ended.

RESOLUTION 19

That, in accordance with Sections 366 and 367 of the Companies Act 2006 and in substitution for any previous authorities given to the Company (and its subsidiaries), the Company (and all companies that are subsidiaries of the Company at any time during the period for which this resolution has effect) be authorised to:

(A)

make political donations to political organisations other than political parties not exceeding £200,000 in total per annum; and

(B)

incur political expenditure not exceeding £200,000 in total per annum,

during the period beginning with the date of the passing of this resolution and ending at the conclusion of the next AGM of the Company. In this resolution, the terms “political donation”, “political parties”, “political organisations” and “political expenditure” have the meanings given to them by Sections 363 to 365 of the Companies Act 2006.

Mark Edwards

Deputy Company Secretary

May 21, 2013

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Registered office: Shell Centre London SE1 7NA. Headquarters: Carel van Bylandtlaan 30, 2596 HR The Hague, The Netherlands