ROYAL DUTCH SHELL PLC ANNUAL REPORT AND FORM 20-F FOR THE YEAR ENDED DECEMBER 31, 2008 DELIVERY & GROWTH REPORT ANNUAL REPORT AND FORM 20-F FOR THE YEAR ENDED DECEMBER 31, 2008 OUR BUSINESS With around 102,000 employees in more than 100 countries and DOWNSTREAM territories, Shell helps to meet the world’s growing demand for Our Oil Sands business, the Athabasca Oil Sands Project, extracts energy in economically, environmentally and socially bitumen – an especially thick, heavy oil – from oil sands in responsible ways. Alberta, western Canada, and converts it to synthetic crude oils that can be turned into a range of products. UPSTREAM Our Exploration & Production business searches for and recovers Our Oil Products business makes, moves and sells a range of oil and natural gas around the world. Many of these activities petroleum-based products around the world for domestic, are carried out as joint venture partnerships, often with national industrial and transport use. Its Future Fuels and CO2 business oil companies. unit develops biofuels and hydrogen and markets the synthetic fuel and products made from the GTL process. It also leads Our Gas & Power business liquefies natural gas and transports company-wide activities in CO2 management. With around it to customers across the world. Its gas to liquids (GTL) process 45,000 service stations, ours is the world’s largest single-branded turns natural gas into cleaner-burning synthetic fuel and other fuel retail network. products. It develops wind power to generate electricity and is involved in solar power technology. It also licenses our coal Our Chemicals business produces petrochemicals for industrial gasification technology, enabling coal to be used as a chemical customers. They include the raw materials for plastics, coatings feedstock and for more efficient generation of electricity. and detergents used in the manufacture of textiles, medical supplies and computers. CHEMICAL PRODUCTS USED FOR: UPGRADER • Plastics PLANT • Coatings • Detergents CHEMICAL MINING PLANT OIL SANDS REFINERY GAS TO BIOFUELS LIQUIDS PLANT PLANT REFINED OIL PRODUCTS • (Bio) Fuels • Lubricants • Bitumen • Liquefied petroleum gas ON AND OFFSHORE OIL AND GAS GAS AND ELECTRICITY • Industrial use • Domestic use POWER STATION LNG LNG LIQUEFACTION REGASIFICATION WIND PLANT TERMINAL TURBINES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 20-F ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 Commission file number 1-32575 Royal Dutch Shell plc (Exact name of registrant as specified in its charter) England and Wales (Jurisdiction of incorporation or organisation) Carel van Bylandtlaan 30, 2596 HR, The Hague, The Netherlands Tel. no: 011 31 70 377 9111 (Address of principal executive offices) Securities registered pursuant to Section 12(b) of the Act Title of Each Class Name of Each Exchange on Which Registered American Depositary Receipts representing Class A ordinary New York Stock Exchange shares of the issuer of an aggregate nominal value e 0.07 each American Depositary Receipts representing Class B ordinary New York Stock Exchange shares of the issuer of an aggregate nominal value of e 0.07 each 5.625% Guaranteed Notes due 2011 New York Stock Exchange 4.95% Guaranteed Notes due 2012 New York Stock Exchange 5.2% Guaranteed Notes due 2017 New York Stock Exchange 6.375% Guaranteed Notes due 2038 New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. Outstanding as of December 31, 2008: 3,455,841,942 RDS Class A ordinary shares of the nominal value of e 0.07 each. 2,665,893,421 RDS Class B ordinary shares of the nominal value of e 0.07 each. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¥ Ye s n No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. n Ye s ¥ No Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ¥ Ye s n No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ¥ Accelerated filer n Non-accelerated filer n Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP n International Financial Reporting Standards as issued by the International Accounting Standards Board ¥ Other n If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 n Item 18 n If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). n Ye s ¥ No Copies of notices and communications from the Securities and Exchange Commission should be sent to: Royal Dutch Shell plc Carel van Bylandtlaan 30 2596 HR, The Hague, The Netherlands Attn: Mr. M. Brandjes ABOUT THIS REPORT This Report combines the Annual Report and Accounts and the Annual Forward-looking statements are statements of future expectations that are Report on Form 20-F (Report) for the year ended December 31, 2008, based on management’s current expectations and assumptions and involve for Royal Dutch Shell plc (Royal Dutch Shell, the Company) and its known and unknown risks and uncertainties that could cause actual subsidiaries. It presents the Consolidated Financial Statements of Royal results, performance or events to differ materially from those expressed or Dutch Shell (pages 113-159) and the Parent Company Financial implied in these statements. Forward-looking statements include, among Statements of Royal Dutch Shell (pages 187-191). This Report complies other things, statements concerning the potential exposure of Shell to with all applicable UK regulations. This Report also includes the market risks and statements expressing management’s expectations, beliefs, disclosure included in the Annual Report on Form 20-F, as filed with the estimates, forecasts, projections and assumptions. These forward-looking U.S. Securities and Exchange Commission (SEC). Cross references to statements are identified by their use of terms and phrases such as Form 20-F are set out on page 3 of this Report. “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “objectives”, “outlook”, “probably”, “project”, “will”, “seek”, In this Report “Shell” and the “Shell group” are sometimes used for “target”, “risks”, “goals”, “should” and similar terms and phrases. There convenience where references are made to Royal Dutch Shell and its areanumberoffactorsthatcouldaffectthefutureoperationsofShell subsidiaries in general. Likewise, the words “we”, “us” and “our” are also and could cause those results to differ materially from those expressed in used to refer to subsidiaries in general or to those who work for them. the forward-looking statements included in this Report, including These expressions are also used where no useful purpose is served by (without limitation): (a) price fluctuations in crude oil and natural gas; identifying the particular company or companies. “Subsidiaries”, “Shell (b) changes in demand for Shell’s products; (c) currency fluctuations; subsidiaries” and “Shell companies” as used in this Report refer to (d) drilling and production results; (e) reserve estimates; (f) loss of market companies over which Royal Dutch Shell, either directly or indirectly, has share and industry competition; (g) environmental and physical risks; control through a majority of the voting rights or the right to exercise (h) risks associated with the identification of suitable potential acquisition control or to obtain the majority of the benefits and be exposed to the properties and targets, and successful negotiation and completion of such majority of the risks. The Consolidated Financial Statements consolidate transactions; (i) the risk of doing business in developing countries and the financial statements of the Parent Company and all subsidiaries. The countries subject to international sanctions; (j) legislative, fiscal and companies in which Shell has significant influence but not control are regulatory developments including potential litigation and regulatory referred to as “associated companies” or “associates” and companies in effects arising from recategorisation of reserves; (k) economic and financial which Shell has joint control are referred to as “jointly controlled market conditions in various countries and regions; (l) political risks, entities”. Joint ventures are comprised of jointly controlled entities and including the risks of expropriation and renegotiation of the terms of jointly controlled assets. In this Report, associates and jointly controlled contracts with governmental entities, delays or advancements in the entities are also referred to as “equity-accounted investments”. approval of projects and delays in the reimbursement for shared costs; and The term “Shell interest” is used for convenience to indicate the direct (m) changes in trading conditions.