Shell PLC — Audit Report / Information 2016

Apr 21, 2016

Carel van Bylandtlaan 30 2596 HR The Hague The Netherlands

April 11, 2016

Dear Shareholder,

PRICEWATERHOUSECOOPERS LLP – STATEMENT OF REASONS

We announced the intention in the 2013 Annual Report to commence a tender process for the appointment of the external auditor for the financial year 2016. Following the tender process, it was concluded that Ernst & Young LLP ("EY") was the preferred firm to conduct the Royal Dutch Shell plc (the "Company") audit engagement and to succeed PricewaterhouseCoopers LLP ("PwC").

PwC submitted their letter of resignation to the Board of Directors on April 11, 2016, along with their "statement of reasons", confirming that PwC resigned as auditor of the Company following the tender process. We are required by the Companies Act to send a copy of the statement of reasons to shareholders, and accordingly you will find a copy of the statement overleaf.

Yours sincerely,

Michiel Brandjes Company Secretary

COPY OF PWC STATEMENT OF REASONS RECEIVED BY ROYAL DUTCH SHELL PLC ON APRIL 11, 2016

PricewaterhouseCoopers LLP, 1 Embankment Place, London, WC2N 6RH T: +44 (0) 2075 835 000, F: +44 (0) 2072 124 652, www.pwc.co.uk

PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Conduct Authority for designated investment business.