Shell PLC — Capital/Financing Update 2014

Nov 9, 2014

FINAL TERMS

Final Terms dated 5 November 2014

Shell International Finance B.V., with corporate seat in The Hague

Guaranteed by

Royal Dutch Shell plc

Issue of £500,000,000 2.000 per cent. Guaranteed Notes due 20 December 2019 under a U.S.\$25,000,000,000 Debt Securities Programme (the Programme)

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Information Memorandum dated 13 August 2014 and the supplements to it dated 28 August 2014, 29 October 2014 and 30 October 2014 which together constitute a base prospectus for the purposes of the Prospectus Directive (the Information Memorandum). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Information Memorandum. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Information Memorandum. The Information Memorandum is available for inspection on the website of the Regulatory News Service operated the London Stock Exchange at $b$ v http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

Principal Operational Information

1.	(a) Issuer:	Shell International Finance B.V.
	(b) Guarantor:	Royal Dutch Shell
2.	(a) Series Number:	16
	(b) Tranche Number:	$\mathbf 1$
	on which will the Notes $(c)$ Date be consolidated and form a single Series:	Not Applicable
3.	Specified Currency or Currencies:	Sterling $(\mathbf{\pounds})$
4.	Aggregate Nominal Amount:
	(a) Series:	£500,000,000
	(b) Tranche:	£500,000,000
5.	Issue Date:	6 November 2014
6.	Maturity Date:	20 December 2019
7.	Form of Notes:	Temporary Global Note exchangeable for Permanent Global Note and further exchangeable into Definitive Notes at the request of the Issuer and only in the limited circumstances set out therein
8.	New Global Note:	Yes
9.	Specified Denomination(s):	£100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000. No Notes in definitive form will be issued with a denomination above £199,000
	10. Calculation Amount:	£1,000

• 1. Interest/Payment Basis:
• 1. Talons for future Coupons to be attached to No Definitive Notes (and dates on which such Talons mature):

Issue of Notes

13. Issue Price:	99.633 per cent. of the Aggregate Nominal Amount
14. Interest Commencement Date:	Issue Date
Provisions Relating to Interest (if any) Payable
15. Effective yield:	Not Applicable
16. Fixed Rate Note Provisions	Applicable
(a) Fixed Rate of Interest:	2.000 per cent. per annum
(b) Fixed Interest Date(s):	20 December in each year, excluding 2014, up to and including the Maturity Date
(c) Fixed Amount:	£20.00 per Calculation Amount
(d) Initial Broken Amount:	£22.41 per Calculation Amount payable on the Interest Payment Date falling in 2015
(e) Final Broken Amount:	Not Applicable
(f) Fixed Day Count Fraction:	Actual/Actual (ICMA)
	For the purposes of the definition of 'Actual/Actual ICMA' in Condition 3, the Determination Date shall be 20 December in each year excluding 2014
17. Floating Rate Note Provisions	Not Applicable
18. Zero Coupon Notes	Not Applicable
Provisions Relating to Redemption
19. Issuer call option:	Not Applicable
Put Option
20. Noteholders' put option:	Not Applicable
Final Redemption Amount
21. Final Redemption Amount:	£1,000 per Calculation Amount
Early Redemption Amount
22. Early Redemption Amount payable on redemption for taxation reasons or on an Event of Default:	£1,000 per Calculation Amount
Provisions Regarding Payments
23. Definition of "Payment Day" if different to that Not Applicable set out in Condition 5(c):
General Provisions Applicable to the Notes
24. Additional Financial Centre(s):	Not Applicable
25. Renminbi Currency Event:	Not Applicable

Fixed Rate (further particulars specified below)

$\hat{\boldsymbol{\beta}}$

$\frac{1}{2}$

Signed on behalf of Royal Dutch Shell plc

iden By: Nam $\mathcal{D}$

(Duly authorised) Signed on behalf of Shell International Finance B.V.

. . . . . . . . . . . . . . . . . . . . $By: $\sqrt{2}$$

(Duly authorised)

PART B - OTHER INFORMATION

$\sim$

Listing

	1. Listing and admission to trading:	Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's regulated market and for the Official List of the UK Listing Authority with effect from the Issue Date
	2. Estimate of total expenses related to admission to trading:	£3,650.00
Ratings
3.	Ratings:	The Notes to be issued are expected to be rated:
		Standard & Poor's Credit Market Services Europe Limited: AA (Stable)
		Moody's Investors Service Ltd: Aa1 (Stable)

Interests of Natural and Legal Persons Involved in the Issue

1. Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.

Yield (Fixed Rate Notes only)

	5. Indication of yield:		The yield on the Notes is 2.076 per cent. calculated on an annual basis
			The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield
		Operational Information
6.		$(a)$ ISIN:	XS1135277736
		(b) Common Code:	113527773
		(c) Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s):	Not Applicable
		(d) Delivery:	Delivery against payment
		(e) Names and addresses of additional Paying Agent(s) (if any):	Not applicable
		(f) Intended to be held in a manner which would allow Eurosystem eligibility:	Yes
	(g)	Trustee:	Deutsche Trustee Company Limited, Winchester House, 1 Great Winchester Street, London EC2N 2DB
		(h) Agent:	Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB
	(i)	Paying Agent:	Deutsche Bank Luxembourg S.A., 2 Boulevard

Konrad Adenauer, L-1115, Luxembourg

7. Distribution

(a) Method of distribution:

• (b) If syndicated, names of Managers:
• (c) Applicable TEFRA rules:
• (d) Certificate of Non-U.S. Beneficial Ownership:

Syndicated Barclays Bank PLC BNP Paribas Deutsche Bank AG, London Branch D Rules Yes

÷.

$\label{eq:2} \frac{1}{2} \int_{\mathbb{R}^3} \frac{1}{\sqrt{2}} \, \frac{1}{\sqrt{2}} \, \frac{1}{\sqrt{2}} \, \frac{1}{\sqrt{2}} \, \frac{1}{\sqrt{2}} \, \frac{1}{\sqrt{2}} \, \frac{1}{\sqrt{2}} \, \frac{1}{\sqrt{2}} \, \frac{1}{\sqrt{2}} \, \frac{1}{\sqrt{2}} \, \frac{1}{\sqrt{2}} \, \frac{1}{\sqrt{2}} \, \frac{1}{\sqrt{2}} \, \frac{1}{\sqrt{2}} \, \frac{1}{\sqrt{2}} \, \frac{1}{\sqrt{2}} \, \frac$

$\label{eq:2.1} \frac{1}{\sqrt{2\pi}}\int_{\mathbb{R}^3}\frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\right)^2\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\int_{\mathbb{R}^3}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{$