Shell PLC — AGM Information 2014

May 21, 2014

---

processing_status: success_doc_docx2txt

ROYAL DUTCH SHELL PLC

The following resolutions submitted to the Annual General Meeting held on May 20, 2014 were passed.

RESOLUTION 1

That the Company’s annual accounts for the financial year ended December 31, 2013, together with the Directors’ report and the Auditors’ report on those accounts, be received.

RESOLUTION 2

That the Directors’ Remuneration Policy, set out on pages 77 to 85 of the Directors’ Remuneration Report, which takes effect from January 1, 2015, be approved.

RESOLUTION 3

That the Directors’ Remuneration Report, excluding the Directors’ Remuneration Policy set out on pages 77 to 85 of the Directors’ Remuneration Report, for the year ended December 31, 2013, be approved.

RESOLUTION 4

That Euleen Goh be appointed as a Director of the Company with effect from September 1, 2014.

RESOLUTION 5

That Patricia A. Woertz be appointed as a Director of the Company with effect from June 1, 2014.

RESOLUTION 6

That Ben van Beurden be re-appointed as a Director of the Company.

RESOLUTION 7

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

RESOLUTION 8

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

RESOLUTION 9

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

RESOLUTION 10

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

RESOLUTION 11

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

RESOLUTION 12

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

RESOLUTION 13

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

RESOLUTION 14

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

RESOLUTION 15

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

RESOLUTION 16

That PricewaterhouseCoopers LLP be re-appointed as Auditors of the Company to hold office until

the conclusion of the next AGM of the Company.

RESOLUTION 17

That the Board be authorised to determine the remuneration of the Auditors for 2014.

RESOLUTION 18

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 €147 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 20, 2015 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 19

That if Resolution 18 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 19 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 20, 2015 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 20

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 633 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 20, 2015 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 21

That the Long Term Incentive Plan (“LTIP”) summarised on pages 15 and 16 of this Notice and to be constituted by the draft rules produced to the AGM (and, for the purpose of identification, initialled by the Chairman) be approved (subject to such modification as the Directors may consider necessary or desirable to take account of any applicable statutory or regulatory requirements or prevailing practice) and that the Directors be and are hereby authorised to take all actions that they consider necessary, desirable or expedient (1) to implement and establish the LTIP and (2) to implement and establish further plans based on the LTIP modified to take account of local tax, exchange controls or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against any limits on individual or overall participation under the LTIP.

RESOLUTION 22

That the Deferred Bonus Plan (“DBP”) summarized on pages 15 and 16 of this Notice and to be constituted by the draft rules produced to the AGM (and, for the purpose of identification, initialled by the Chairman) be approved (subject to such modification as the Directors may consider necessary or desirable to take account of any applicable statutory or regulatory requirements or prevailing practice) and that the Directors be and are hereby authorised to take all actions that they consider necessary, desirable or expedient (1) to implement and establish the DBP and (2) to implement and establish further plans based on the DBP modified to take account of local tax, exchange controls or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against any limits on individual or overall participation under the DBP.

RESOLUTION 23

That the Restricted Share Plan (“RSP”) summarized on pages 15 and 16 of this Notice and to be constituted by the draft rules produced to the AGM (and, for the purpose of identification, initialled by the Chairman) be approved (subject to such modification as the Directors may consider necessary or desirable to take account of any applicable statutory or regulatory requirements or prevailing practice) and that the Directors be and are hereby authorised to take all actions that they consider necessary, desirable or expedient (1) to implement and establish the RSP and (2) to implement and establish further plans based on the RSP modified to take account of local tax, exchange controls or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against any limits on individual or overall participation under the RSP.

RESOLUTION 24

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 20, 2014

Registered in England and Wales number 4366849
Registered office: Shell Centre London SE1 7NA. Headquarters: Carel van Bylandtlaan 30, 2596 HR

The Hague, The Netherlands