Shell PLC — AGM Information 2016

May 25, 2016

---

processing_status: success_doc_docx2txt

ROYAL DUTCH SHELL PLC

The following resolutions submitted to the Annual General Meeting held on May 24, 2016 were passed.

RESOLUTION 1

That the Company’s annual accounts for the financial year ended December 31, 2015, together with the Directors’ report and the Auditor’s report on those accounts, be received.

RESOLUTION 2

That the Directors’ Remuneration Report, excluding the Directors’ Remuneration Policy set out on pages 98 to 105 of the Directors’ Remuneration Report, for the year ended December 31, 2015, be approved.

RESOLUTION 3

That Ben van Beurden be reappointed as a Director of the Company.

RESOLUTION 4

That Guy Elliott be reappointed as a Director of the Company.

RESOLUTION 5

That Euleen Goh be reappointed as a Director of the Company.

RESOLUTION 6

That Simon Henry be reappointed as a Director of the Company.

RESOLUTION 7

That Charles O. Holliday be reappointed as a Director of the Company.

RESOLUTION 8

That Gerard Kleisterlee be reappointed as a Director of the Company.

RESOLUTION 9

That Sir Nigel Sheinwald be reappointed as a Director of the Company.

RESOLUTION 10

That Linda G. Stuntz be reappointed as a Director of the Company.

RESOLUTION 11

That Hans Wijers be reappointed as a Director of the Company.

RESOLUTION 12

That Patricia A. Woertz be reappointed as a Director of the Company.

RESOLUTION 13

That Gerrit Zalm be reappointed as a Director of the Company.

RESOLUTION 14

That Ernst & Young LLP be reappointed as Auditor of the Company to hold office until the conclusion of the next AGM of the Company.

RESOLUTION 15

That the Audit Committee of the Board be authorised to determine the remuneration of the Auditor for 2016.

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 €185 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 24, 2017, 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 17 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 treasury shares up to a nominal amount of €27 million,

such power to apply until the earlier of the close of business on August 24, 2017, 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 795 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 24, 2017, 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.

Mark Edwards

Deputy Company Secretary

May 24, 2016

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