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Shell PLC Audit Report / Information 2010

Jan 21, 2011

5307_rns_2011-01-21_57576630-c3bf-48bc-bc59-84cdb08dfdfe.pdf

Audit Report / Information

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Royal Dutch Shell plc Carel van Bylandtlaan 30 2596 HR The Hague The Netherlands

January 21, 2011

Dear Shareholder,

SHAREHOLDING IN ROYAL DUTCH SHELL PLC

I am writing to tell you about a number of choices available to you in connection with your shareholding in Royal Dutch Shell plc (the 'Company'). These relate to the following:

  • Shareholder communications
  • Annual Report and Accounts
  • Dividends

Shareholder communications

We are committed to using our website to communicate with shareholders wherever possible, and if you are happy to view shareholder communications via our website (for example the Annual Review and Summary Financial Statements (the 'Annual Review') or the full Annual Report and Accounts/Form 20-F (the 'Full Report and Accounts'), you need take no further action. We will send you a short note in the post to notify you whenever new shareholder communications have been placed on the website (www.shell.com) or, if you prefer, we can send you an email notification (please visit www.shareview.co.uk/clients/shell before February 25, 2011 to register your details online).

However, we recognise that some shareholders prefer to receive shareholder communications in paper form sent by post. If this is the case, you must complete the attached Shareholder Communications Election Form and return it in the enclosed pre-paid envelope before February 25, 2011. If you choose not to return the Form, we will assume you do not wish to receive shareholder communications in paper form. You may change your mind at any time by contacting the Company's Registrar, Equiniti, at the address overleaf.

Annual Report and Accounts

If you choose to receive shareholder communications in paper form you should indicate on the attached Shareholder Communications Election Form whether you wish to receive the Annual Review (Option 3A) or the Full Report and Accounts (Option 3B).

When considering if you wish to receive the Annual Review or the Full Report and Accounts, please read the Important Information at the bottom of this letter. Please note that the Annual Review will not contain sufficient information to allow as full an understanding of the results and state of affairs of the Company as would be provided by the Full Report and Accounts. However, if you elect to receive the Annual Review but later decide you require more detailed information, you may request at any time, free of charge, a copy of the Company's last Full Report and Accounts by contacting the Company's Registrar, Equiniti, at the address overleaf.

If you choose to receive shareholder communications in paper form but do not make an election on the form to receive either the Annual Review or the Full Report and Accounts, you will be deemed to have elected to receive the Annual Review.

(continued overleaf)

This document is important and requires your attention

If you are in any doubt about what action to take, you should seek your own personal advice from a financial advisor authorised under the Financial Services and Markets Act 2000 if you are in the UK or, if you are not, from another appropriately authorised financial adviser.

Registered in England and Wales number 4366849. Registered office: Shell Centre London SE1 7NA. Registered with the Dutch Trade Register under number 34179503

Dividend Mandate

You may choose to have your cash dividend paid directly into a UK* bank or building society rather than receive a cheque in the post. There are a number of advantages in doing this:

  • dividends are paid directly into your account on payment date
  • eliminates waiting time for cheque to clear
  • eliminates possibility of cheque being delayed in the post
  • more secure than receiving a cheque through the post

If you choose to have your cash dividend paid directly into you bank or building society, the tax information about the dividend is sent direct to you at your registered address on an annual basis.

You can download a Dividend Mandate Form from the Company's website (www.shell.com/shareholder) or, alternatively, you can request a form from Equiniti. Once completed, please send the form to Equiniti.

*Please contact Equiniti for arrangements regarding bank accounts outside the UK.

Scrip Dividend Programme**

You may choose to receive new shares instead of cash dividends through the Scrip Dividend Programme. Due to tax-related constraints, no new B Shares will be issued under the Programme, therefore only A Shares will be issued, including to shareholders who currently hold B Shares. Full details about the Programme, and how to join, can be found on the Company's website at www.shell.com/dividend or, alternatively, you can contact Equiniti at the address below.

If you choose not to join the Programme we will continue to pay any dividends declared in cash in accordance with our cash dividend procedure.

** Shareholders who joined the Register of Members prior to September 17, 2010 will have received a separate notification about the launch of the Scrip Dividend Programme at that time.

Further information

If you have any questions regarding your shareholding or any matter raised in this letter, please contact our Registrar at:

Equiniti, Aspect House Spencer Road, Lancing, West Sussex BN99 6DA

Telephone: 0800 169 1679 (UK) or +44 (0)121 415 7073

Yours sincerely

Michiel Brandjes Company Secretary

IMPORTANT INFORMATION

Please have regard to the following information when considering if you wish to receive the Annual Review or the Full Report and Accounts in paper form sent by post.

If you elect to receive shareholder communications in paper form sent by post but do not tick the box to receive the Full Report and Accounts (Option 3B), you will be deemed to have elected to receive the Annual Review and will in future receive this document instead of the Full Report and Accounts. However, you may notify the Company that you wish to receive the Full Annual Report and Accounts at any time by contacting the Company's Registrars, Equiniti.

The Annual Review for a financial year will contain a summary of the Company's profit and loss account, balance sheet and directors' remuneration report for that year, and may contain additional information derived from the directors' report. It will contain a statement by the Company's auditors of their opinion as to whether the Annual Review (i) is consistent with the Company's annual accounts and the directors' remuneration report and, where information derived from the directors' report is included in the statement, with that report, and (ii) complies with the requirements of section 428 of the Companies Act 2006 and of the Companies (Summary Financial Statement) Regulations 2008. The Annual Review will also state whether the auditors' report on the annual accounts was unqualified or qualified.

SHAREHOLDER COMMUNICATIONS ELECTION FORM + +

Shareholder Reference Number

Option 1

To receive written notification by post whenever new shareholder communications have been placed on the Company's website (www.shell.com) you need take no further action.

Option 2

To receive email notification whenever new shareholder communications have been placed on the Company's website (www.shell.com) please visit www.shareview.co.uk/clients/shell before February 25, 2011 to register your details online.

To receive shareholder communications in paper form sent by post, please tick the box below and return it in the enclosed pre-paid envelope before February 25, 2011

I wish to receive shareholder communications in paper form sent by post

If you have ticked the box above, please also tick one of the boxes below to indicate whether you wish to receive the Annual Review and Summary Financial Statements (the "Annual Review") OR the full Annual Report and Accounts/Form 20-F (the "Full Report and Accounts").

Option 3 (A)

OR

Option 3 (B)

I wish to receive the Full Report and Accounts**

* The Annual Review in respect of 2009 comprised 36 pages

** The Full Report and Accounts in respect of 2009 comprised 188 pages

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