Shell PLC — Regulatory Filings 2010

Jun 22, 2010

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Filed Pursuant to Rule 433 Registration Nos. 333-155201 333-155201-01

SHELL INTERNATIONAL FINANCE B.V. 3.10% Guaranteed Notes due 2015 Guaranteed as to the Payment of Principal and Interest by

ROYAL DUTCH SHELL PLC

PRICING TERM SHEET

Dated June 21, 2010

U.S$1,750,000,000 3.10% Guaranteed Notes due 2015:

Issuer:	Shell International Finance B.V.
Guarantor:	Royal Dutch Shell plc
Title:	3.10% Guaranteed Notes due 2015 (the “2015 Notes”)
Total principal amount being
issued:	US$1,750,000,000
Denomination:	The 2015 Notes will be issued in minimum denominations of $1,000 and integral multiples of
$1,000.
Issuance/Settlement Date:	June 28, 2010
Guarantee:	Payment of the principal of and interest on the 2015 Notes is fully guaranteed by Royal
Dutch Shell plc.
Maturity Date:	June 28, 2015
Day Count:	30/360
Day Count Convention:	Following
Interest Rate:	3.10% per annum
Date interest starts accruing:	June 28, 2010
Interest Payment Dates:	June 28 and December 28 of each year, subject to the Day Count Convention.
First Interest Payment Date:	December 28, 2010
Treasury benchmark:	2.125% due May 2015
US treasury yield:	2.015%
Spread to treasury:	110bps
Re-offer yield:	3.115%
Business Day:	Any weekday on which banking or trust institutions in neither New York nor London are
authorized generally or obligated by law, regulation or executive order to close.
Ranking:	The 2015 Notes are unsecured and will rank equally with all of SHELL INTERNATIONAL FINANCE
B.V.’s other unsecured and unsubordinated indebtedness.

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| Regular record dates for interest: | The 15th calendar day preceding each Interest Payment Date, whether or not such day is a
Business Day. |
| --- | --- |
| Payment of additional amounts: | None payable under current law, provided that the 2015 Notes are listed on a recognized
stock exchange as designated by the United Kingdom HM Revenue & Customs. |
| Listing: | Application will be made to list the 2015 Notes on the New York Stock Exchange although
neither SHELL INTERNATIONAL FINANCE B.V. nor ROYAL DUTCH SHELL PLC can guarantee such
listing will be obtained. |
| Optional tax redemption: | In the event of tax law changes that require the payment of additional amounts as described
under “Description of Debt Securities — Provisions Applicable to Each Indenture — Optional
Tax Redemption” on page 22 in the base prospectus, SHELL INTERNATIONAL FINANCE B.V. may call
the 2015 Notes for redemption, in whole but not in part, prior to maturity. |
| Optional make-whole redemption: | The 2015 Notes will be redeemable as a whole or in part, at the option of SHELL
INTERNATIONAL FINANCE B.V. at any time, at a redemption price equal to the greater of (i)
100% of the principal amount of such series of 2015 Notes and (ii) the sum of the present
values of the remaining scheduled payments of principal and interest thereon (exclusive of
interest accrued to the date of redemption) discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 20 basis points, plus in each case accrued interest thereon to the date
of redemption. |
| Sinking fund: | There is no sinking fund. |
| Further issuances: | SHELL INTERNATIONAL FINANCE B.V. may, at its sole option, at any time and without the
consent of the then existing note holders issue additional 2015 Notes in one or more
transactions subsequent to the date of the related prospectus supplement dated June 21,
2010, with terms (other than the issuance date, issue price and, possibly, the first
interest payment date and the date interest starts accruing) identical to the 2015 Notes
issued pursuant to the prospectus supplement. These additional 2015 Notes will be deemed
part of the same series as the 2015 Notes issued pursuant to the prospectus supplement and
will provide the holders of these additional 2015 Notes the right to vote together with
holders of the 2015 Notes issued pursuant to the prospectus supplement. |
| Public offering price: | Per Note: 99.931%; Total: $1,748,792,500 |
| Proceeds, before expenses,
to issuer: | Per Note: 99.791%; Total: $1,746,342,500 |
| Underwriters: | Banc of America Securities LLC HSBC Securities (USA) Inc. |
| CUSIP Number: | 822582 AQ5 |
| ISIN: | US822582AQ52 |

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The Issuer and the Guarantor have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the other documents the Issuer and the Guarantor have filed with the SEC for more complete information about the Issuer, the Guarantor and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, the Guarantor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Banc of America Securities LLC toll-free at 1-800-294-1322 or e-mailing a request to dg.prospectus_distribution@bofasecurities.com, or by calling HSBC Securities (USA) Inc. toll free at 1-866-811-8049.

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SHELL INTERNATIONAL FINANCE B.V. Floating Rate Guaranteed Notes due 2012 Guaranteed as to the Payment of Principal and Interest by

ROYAL DUTCH SHELL PLC

PRICING TERM SHEET

Dated June 21, 2010

U.S$1,000,000,000 Floating Rate Guaranteed Notes due 2012:

Issuer:	Shell International Finance B.V.
Guarantor:	Royal Dutch Shell plc
Title:	Floating Rate Guaranteed Notes due 2012 (the “2012 Floating Rate Notes”)
Total principal amount being
issued:	US$1,000,000,000
Denomination:	The 2012 Floating Rate Notes will be issued in minimum denominations of $1,000 and integral
multiples of $1,000.
Issuance/Settlement Date:	June 24, 2010
Guarantee:	Payment of the principal of and interest on the 2012 Floating Rate Notes is fully guaranteed by
Royal Dutch Shell plc.
Maturity Date:	June 22, 2012
Day Count:	Actual/360
Day Count Convention:	Modified following. If any Interest Payment Date falls on a day that is not a Business Day, that
Interest Payment Date will be postponed to the next succeeding Business Day unless that
Business Day is in the next succeeding calendar month, in which case the Interest Payment Date
will be the immediately preceding Business Day.
Interest Rate:	The Interest Rate for the first Interest Period will be the 3-month U.S. dollar London Interbank
Offered Rate (“LIBOR”), as determined on June 22, 2010, plus the Spread (as described below).
Thereafter, the Interest Rate for any Interest Period will be U.S. dollar LIBOR, as determined
on the applicable Interest Determination Date, plus the Spread. The Interest Rate will be reset
quarterly on each Interest Reset Date.
Date interest starts accruing:	June 24, 2010
Interest Payment Dates:	March 22, June 22, September 22, and December 22, of each year, subject to the Day Count
Convention.
First Interest Payment Date:	September 22, 2010
Spread:	0.350%

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| Interest Reset Dates: | The Interest Reset Date for each Interest Period other than the first Interest Period will be
the first day of such Interest Period, subject to the Day Count Convention. |
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| Interest Periods: | The period beginning on, and including, an Interest Payment Date and ending on, but not
including, the following Interest Payment Date; provided that the first Interest Period will
begin on June 24, 2010, and will end on, but not include, the first Interest Payment Date. |
| Interest Determination Date: | The Interest Determination Date relating to a particular Interest
Reset Date will be the second London Business Day preceding
such Interest Reset Date. |
| London Business Day: | Any week day on which banking or trust institutions in London
are not authorized generally or obligated by law, regulation
or executive order to close. |
| Business Day: | Any weekday on which banking or trust institutions in neither New York nor London are
authorized generally or obligated by law, regulation or executive order to close. |
| Ranking: | The 2012 Floating Rate Notes are unsecured and will rank equally with all of SHELL
INTERNATIONAL FINANCE B.V.’s other unsecured and unsubordinated indebtedness. |
| Regular record dates for interest: | The 15th calendar day preceding each Interest Payment Date, whether or not such day is a
Business Day. |
| Payment of additional amounts: | None payable under current law, provided that the 2012 Floating Rate Notes are listed on a
recognized stock exchange as designated by the United Kingdom HM Revenue & Customs. |
| Listing: | Application will be made to list the 2012 Floating Rate Notes on the New York Stock Exchange
although neither SHELL INTERNATIONAL FINANCE B.V. nor ROYAL DUTCH SHELL PLC can guarantee
such listing will be obtained. |
| Optional tax redemption: | In the event of tax law changes that require the payment of additional amounts as described
under “Description of Debt Securities — Provisions Applicable to Each Indenture — Optional
Tax Redemption” on page 22 in the base prospectus, SHELL INTERNATIONAL FINANCE B.V. may call
the 2012 Floating Rate Notes for redemption, in whole but not in part, prior to maturity. |
| Optional make-whole redemption: | There is no optional make-whole redemption. |
| Sinking fund: | There is no sinking fund. |
| Further issuances: | SHELL INTERNATIONAL FINANCE B.V. may, at its sole option, at any time and without the
consent of the then existing note holders issue additional 2012 Floating Rate Notes in one
or more transactions subsequent to the date of the related prospectus supplement dated June
21, 2010, with terms (other than the issuance date, issue price and, possibly, the first
interest payment date and the date interest starts accruing) identical to the 2012 Floating
Rate Notes issued pursuant to the prospectus supplement. These additional 2012 Floating Rate
Notes will be deemed part of |

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| | the same series as the 2012 Floating Rate Notes issued pursuant to the prospectus supplement and will provide the holders of these
additional 2012 Floating Rate Notes the right to vote together with holders of the 2012 Floating Rate Notes issued pursuant to the
prospectus supplement. |
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| Public offering price: | Per Note: 100.000%; Total: $1,000,000,000 |
| Proceeds, before expenses,
to issuer: | Per Note: 99.890%; Total: $998,900,000 |
| Underwriters: | Banc of America Securities LLC HSBC Securities (USA) Inc. |
| CUSIP Number: | 822582 AP7 |
| ISIN: | US822582AP79 |
| Calculation Agent: | Deutsche Bank Trust Company Americas |
| Calculation of U.S. dollar LIBOR: | The Calculation Agent will determine U.S. dollar LIBOR in accordance with the following
provisions: With respect to any Interest Determination Date, U.S. dollar LIBOR will be the
rate for deposits in U.S. dollars having a maturity of three months commencing on the
Interest Reset Date that appears on the designated LIBOR page as of 11:00 a.m., London time,
on that Interest Determination Date. If no rate appears, U.S. dollar LIBOR, in respect of
that Interest Determination Date, will be determined as follows: the Calculation Agent will
request the principal London offices of each of four major reference banks in the London
interbank market, as selected by the Calculation Agent (after consultation with the Issuer),
to provide the Calculation Agent with its offered quotation for deposits in U.S. dollars for
the period of three months, commencing on the Interest Reset Date, to prime banks in the
London interbank market at approximately 11:00 a.m., London time, on that Interest
Determination Date and in a principal amount that is representative for a single transaction
in U.S. dollars in that market at that time. If at least two quotations are provided, then
U.S. dollar LIBOR on that Interest Determination Date will be the arithmetic mean of those
quotations. If fewer than two quotations are provided, then U.S. dollar LIBOR on the Interest
Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00
a.m., New York City time, on the Interest Determination Date by three major banks in The City
of New York selected by the Calculation Agent (after consultation with the Issuer) for loans
in U.S. dollars to leading European banks, having a three-month maturity and in a principal
amount that is representative for a single transaction in U.S. dollars in that market at that
time; provided, however, that if the banks selected by the Calculation Agent are not
providing quotations in the manner described by this sentence, U.S. dollar LIBOR determined
as of that Interest Determination Date will be U.S. dollar LIBOR |

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in effect on that Interest Determination Date. The designated LIBOR page is the Reuters screen “LIBOR01”, or any successor service for the purpose of displaying the London interbank rates of major banks for U.S. dollars. The Reuters screen “LIBOR01” is the display designated as the Reuters screen “LIBOR01”, or such other page as may replace the Reuters screen “LIBOR01” on that service or such other service or services as may be denominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits. All calculations made by the Calculation Agent for the purposes of calculating the Interest Rate on the 2012 Floating Rate Notes shall be conclusive and binding on the holders of 2012 Floating Rate Notes, ROYAL DUTCH SHELL PLC, SHELL INTERNATIONAL FINANCE B.V. and the trustee, absent manifest error.

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The Issuer and the Guarantor have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the other documents the Issuer and the Guarantor have filed with the SEC for more complete information about the Issuer, the Guarantor and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, the Guarantor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Banc of America Securities LLC at toll-free 1-800-294-1322 or e-mailing a request to dg.prospectus_distribution@bofasecurities.com, or by calling HSBC Securities (USA) Inc. toll free at 1-866-811-8049.

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