Shell PLC — Capital/Financing Update 2014

Oct 29, 2014

SUPPLEMENT DATED 29 OCTOBER 2014

SHELL INTERNATIONAL FINANCE B.V.

(incorporated with limited liability in The Netherlands and having its statutory domicile in The Hague)

as Issuer

ROYAL DUTCH SHELL PLC

(incorporated with limited liability in England)

as Issuer and Guarantor

U.S.\$25,000,000,000 DEBT SECURITIES PROGRAMME

This Supplement (the Supplement) to the Information Memorandum dated 13 August 2014 as supplemented by the first supplement dated 28 August 2014 (as so supplemented, the Information Memorandum), which comprises a base prospectus, constitutes a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 and is prepared in connection with the U.S.\$25,000,000,000 Debt Securities Programme established by Shell International Finance B.V. (Shell Finance) and Royal Dutch Shell plc (RDS) (the Programme). Terms defined in the Information Memorandum have the same meaning when used in this Supplement.

This Supplement is supplemental to, and should be read in conjunction with, the Information Memorandum and any other supplements to the Information Memorandum issued by Shell Finance and RDS.

Each of Shell Finance and RDS (each an Obligor and, together, the Obligors) accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Obligors (having taken all reasonable care to ensure that such is the case), the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Purpose of the Supplement

The purpose of this Supplement is to update the Information Memorandum to reflect that the Obligors have replaced the Trustee in respect of all future issues of Notes under the Programme and have replaced the Agent and the Paying Agent in respect of all outstanding and future issues of Notes under the Programme.

1. Replacement of Trustee

On 23 October 2014 the Obligors, Citicorp Trustee Company Limited (the Original Trustee) and Deutsche Trustee Company Limited (the New Trustee) entered into a ninth supplemental trust deed (the Ninth Supplemental Trust Deed) to acknowledge that the New Trustee shall replace the Original Trustee as trustee for the holders of the Notes and Coupons to be issued under the Programme on and after 23 October 2014.

The effect of this is that:

• (a) save in relation to all Series of Notes the first Tranches of which were issued during the period up to and including 22 October 2014 (the Existing Notes) and any Notes issued on or after 23 October 2014 so as to be consolidated and form a single series with any Series of Existing Notes (Further Notes), the New Trustee shall be the trustee for the holders of any Notes and Coupons issued under the Programme on or after 23 October 2014 (the Future Securities);
• (b) the Original Trustee shall not be trustee for the holders of the Future Securities and shall have no obligations or liability in respect thereof or under the Ninth Supplemental Trust Deed in respect thereof; and
• (c) save in relation to all Series of Existing Notes and any Further Notes, all the terms, provisions and conditions of the Subsisting Trust Deeds (as defined in the Ninth supplemental Trust Deed) heretofore applying to the Original Trustee shall apply to the New Trustee in all respects as if the New Trustee had been a party to the Subsisting Trust Deeds in place of the Original Trustee and the Subsisting Trust Deeds shall be read and construed as if all references therein to the Original Trustee were references to the New Trustee.

The contact details of the New Trustee are as follows:

Deutsche Trustee Company Limited

Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom

Fax no. 020 7547 6149 Attention: The Manager (Debt and Agency Services)

2. Replacement of Agent and Paying Agent

On 30 September 2014 the Obligors gave notice to Citibank, N.A., London Branch (the Original Agent) and Banque Internationale à Luxembourg, Société Anonyme (the Original Paying Agent) that their respective appointments in respect of the Programme would be terminated.

On 23 October 2014, the Obligors entered into an amended and restated agency agreement (the Agency Agreement) with the Original Agent, the Original Paying Agent, the Original Trustee, Deutsche Bank AG, London Branch (the New Agent), Deutsche Bank Luxembourg S.A. (the New Paying Agent) and the New Trustee to record that:

• (a) the New Trustee shall replace the Original Trustee as trustee of the Trust Deed (save in respect of any Existing Notes and any Further Notes);
• (b) the New Agent shall replace the Original Agent as agent of each Obligor (and, for the purposes only of Subclause 2.3 of the Agency Agreement, the Original Trustee or, as the case may be, the New Trustee) in respect of all Existing Notes, Further Notes and Future Securities; and
• (c) the New Paying Agent shall replace the Original Paying Agent as agent of each Obligor (and, for the purposes only of Subclause 2.3 of the Agency Agreement, the Original Trustee or, as the case may be, the New Trustee) in respect of all Existing Notes, Further Notes and Future Securities.

The contact details of the New Agent and New Paying Agent are as follows:

New Agent:

Deutsche Bank AG, London Branch

Winchester House 1 Great Winchester Street London EC2N 2DB

Telefax: +44 207 5454455 Attention: GRS

New Paying Agent:

Deutsche Bank Luxembourg S.A.

2 Boulevard Konrad Adenauer L-1115 Luxembourg

Telefax: (+352) 4 21 22 – 449 Attention: GRS

Any documents made available for inspection in connection with the Programme and the Information Memorandum will be available for viewing during normal business hours at the offices of the New Agent specified above.

To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference in the Information Memorandum by this Supplement and (b) any other statement in, or incorporated by reference in, the Information Memorandum, the statements in (a) above will prevail.

Save as disclosed in this Supplement and any other supplements to the Information Memorandum issued by Shell Finance and RDS, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Information Memorandum since the publication of the Information Memorandum.