Shell PLC — Capital/Financing Update 2015

Sep 14, 2015

FINAL TERMS

Final Terms dated 14 September 2015

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

Guaranteed by

Royal Dutch Shell plc

Issue of €1,250,000,000 1.250 per cent. Guaranteed Notes due 15 March 2022 under a Multi-Currency 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 11 August 2015 and the supplement to it dated 24 August 2015 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 by the London Stock Exchange at http://www.londonstockexchange.com/exchange/news/market-news/marketnews-home.html.

Principal Operational Information

1.	$(a)$ Issuer:	Shell International Finance B.V.
	(b) Guarantor:	Royal Dutch Shell
2.	(a) Series Number:	20
	(b) Tranche Number:	1
	which Notes will the be (c) Date on consolidated and form a single Series:	Not Applicable
3.	Specified Currency or Currencies:	Euro $(\epsilon)$
4.	Aggregate Nominal Amount:
	(a) Series:	€1,250,000,000
	(b) Tranche:	€1,250,000,000
5.	Issue Date:	15 September 2015
6.	Maturity Date:	15 March 2022
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):	$\epsilon$ 100,000 and integral multiples of $\epsilon$ 1,000 in excess thereof up to and including $E199,000$ . No Notes in definitive form will be issued with a denomination above €199,000
	10. Calculation Amount:	€1,000

1

• 1. Interest/Payment Basis:
• 1. Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature):

Issue of Notes

• 1. Issue Price:
• 1. Interest Commencement Date:

Provisions Relating to Interest (if any) Payable

1. Effective yield:

2. 1. Fixed Rate Note Provisions
3. (a) Fixed Rate of Interest:
4. (b) Fixed Interest Date(s):
5. (c) Fixed Amount:
6. (d) Initial Broken Amount:
7. (e) Final Broken Amount:
8. (f) Fixed Day Count Fraction:
9. 1. Floating Rate Note Provisions
10. 1. Zero Coupon Notes

Provisions Relating to Redemption

1. Issuer call option:

Put Option

1. Noteholders' put option:

Final Redemption Amount

1. Final Redemption Amount:

Early Redemption Amount

Amount payable on 22. Early Redemption redemption for taxation reasons or on an Event of Default:

Provisions Regarding Payments

1. 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)

No

98.983 per cent. of the Aggregate Nominal Amount Issue Date

Not Applicable

Applicable

1,250 per cent. per annum

15 March in each year from and including 15 March 2016 up to and including the Maturity Date

$€12.50$ per Calculation Amount

€6.22 per Calculation Amount

Not Applicable

Actual/Actual (ICMA)

For the purposes of the definition of 'Actual/Actual ICMA' in Condition 3, the Determination Date shall be 15 March in each year

Not Applicable

Not Applicable

Not Applicable

Not Applicable

$€1,000$ per Calculation Amount

$\epsilon$ 1,000 per Calculation Amount

لأراد الدبا

Signed on behalf of Royal Dutch Shell plc

$\mathcal{V}_{\mathbf{a}}$ $By: \mathcal{A}$ aul

(Duly authorised)

Signed on behalf of Shell International Finance B.V.

By: $\dots$ , , , , , , , , , , , , , , , , , , ,

$\sigma=\alpha$

$\mathcal{L}$

$\bar{a}$ ,

$\overline{\mathbf{3}}$

(Duly authorised)

PART B - OTHER INFORMATION

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

£3,650.00 2. Estimate of total expenses related to admission to trading:

Ratings

1. Ratings:

The Notes to be issued are expected to be rated:

Standard & Poor's Credit Market Services Europe Limited: AA-(negative)

Moody's Investors Service Ltd: Aa1 (negative)

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

1. Indication of yield:

The yield on the Notes is 1.253 per cent. calculated on an annual basis

The vield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield

Operational Information

1. (a) ISIN:

2. (b) Common Code:

3. (c) Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s):
4. (d) Delivery:
5. (e) Names and addresses of additional Paying Agent $(s)$ (if any):
6. (f) Intended to be held in a manner which would Yes allow Eurosystem eligibility:
7. $(g)$ Trustee:

(h) Agent:

(i) Paying Agent:

XS1292484323

129248432

Not Applicable

Delivery against payment

Not applicable

Deutsche Trustee Company Limited, Winchester House, 1 Great Winchester Street, London EC2N $2DB$

Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N $2_DB$

Deutsche Bank Luxembourg S.A., 2 Boulevard

Konrad Adenauer, L-1115, Luxembourg

$\sim$

7. Distribution

• (a) Method of distribution:
• (b) If syndicated, names of Managers:

Syndicated Deutsche Bank AG, London Branch HSBC Bank plc Société Générale

• (c) Applicable TEFRA rules:
• (d) Certificate of Non-U.S. Beneficial Ownership:

D Rules

Yes