Shell PLC — Capital/Financing Update 2016

Aug 15, 2016

FINAL TERMS

Final Terms dated 12 August 2016

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

Guaranteed by

Royal Dutch Shell plc

Issue of €1,000,000,000 0.750 per cent. Guaranteed Notes due 15 August 2028 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 9 August 2016 (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/market-news-home.html.

Principal Operational Information

1.	(a) Issuer:	Shell International Finance B.V.
	(b) Guarantor:	Royal Dutch Shell
2.	(a) Series Number:	25
	(b) Tranche Number:	1
	(c) Date on which the Notes will be consolidated and form a single Series:	Not Applicable
3.	Specified Currency or Currencies:	Euro (€)
4.	Aggregate Nominal Amount:
	(a) Series:	€1,000,000,000
	(b) Tranche:	€1,000,000,000
5.	Issue Date:	15 August 2016
6.	Maturity Date:	15 August 2028
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
	11. Interest/Payment Basis:	Fixed Rate (further particulars specified below)
	12. Talons for future Coupons to be attached to Definitive	No

EXECUTION VERSION

Notes (and dates on which such Talons mature):

Issue of Notes

13. Issue Price:	99.623 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:	0.750 per cent. per annum
(b) Fixed Interest Date(s):	15 August in each year from and including 15 August 2017 up to and including the Maturity Date
(c) Fixed Amount:	€7.50 per Calculation Amount
(d) Initial Broken Amount:	Not Applicable
(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 15 August in each year
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 set out in Condition 5(c):	Not Applicable
General Provisions Applicable to the Notes
24. Additional Financial Centre(s):	Not Applicable
25. Renminbi Currency Event:	Not Applicable

EXECUTION VERSION

Signed on behalf of Royal Dutch Shell plc By: .................................... $(Duly \t{authorised})$ Signed on behalf of Shell International Finance B.V. By: $\mathbb{W}$ dinner 1999 (Duly authorised) $($

$\sim$

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 listing on 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:
		Moody's Investors Service Ltd: Aa2 (negative outlook)
		Standard & Poor's Credit Market Services Europe Limited: A (stable outlook)

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.

Reasons for the Offer; Estimated net proceeds; and Estimated total expenses:

5.	(a)	Reasons for the Offer:	See "Use of Proceeds" in the Information Memorandum
	(b)	Estimated net proceeds:	Not Applicable
	(c)	Estimated total expenses:	Not Applicable
		Yield (Fixed Rate Notes only)
6.		Indication of yield:	The yield on the Notes is 0.783 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
7.		(a) ISIN:	XS1476654584
	(b)	Common Code:	147665458
	(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
8.		Distribution
	(a)	Method of distribution:	Syndicated
	(b)	If syndicated, names of Managers:	Barclays Bank PLC
			BNP Paribas
			Deutsche Bank AG, London Branch
	(c)	Applicable TEFRA rules:	D Rules
	(d)	Certificate of Non-U.S. Beneficial Ownership:	Yes