Royal Dutch Petroleum Company

The unification of

N.V. Koninklijke Nederlandsche Petroleum Maatschappij (Royal Dutch Petroleum Company)

and

The ‘‘Shell’’ Transport and Trading Company, p.l.c.

under a single parent company

Royal Dutch Shell plc

Royal Dutch Offer Document

and Listing Particulars

19 May 2005

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, JAPAN OR ITALY Last day for acceptances: 18 July 2005, 11:00 p.m. Amsterdam time (5:00 p.m. New York City time), subject to extension

OFFER DOCUMENT

concerning the exchange offer for all outstanding ordinary shares in the capital of Royal Dutch Petroleum Company (N.V. Koninklijke Nederlandsche Petroleum Maatschappij)

by Royal Dutch Shell plc

as part of the uniﬁcation of

Royal Dutch Petroleum Company (N.V. Koninklijke Nederlandsche Petroleum Maatschappij)

and

The ‘‘Shell’’ Transport and Trading Company, p.l.c.

19 May 2005 1. IMPORTANT INFORMATION

1.1 Responsibility Royal Dutch Shell accepts responsibility for the information contained in this document other than that included in Part 9 and paragraph 14.4 of Part 14 and that relating to Royal Dutch. To the best of the knowledge and belief of Royal Dutch Shell (which has taken all reasonable care to ensure that such is the case), the information contained in this document for which it is responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. Royal Dutch accepts responsibility for the information contained in this document relating to Royal Dutch. To the best of the knowledge and belief of Royal Dutch (which has taken all reasonable care to ensure that such is the case), the information contained in this document for which it is responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. The information included in this document has been provided by Royal Dutch Shell, with the following exceptions. The information included in paragraphs 5.6, 5.11 of Part 5, Part 7, Part 8 and Part 10 and paragraphs 6, 9, and 11 of Part 13 has been provided by Royal Dutch. For Part 4, Royal Dutch and Royal Dutch Shell each have provided summaries of the information that they provided for the other Parts of this document. The written opinions included in Part 9 and the information included in paragraph 14.4 of Part 14 have been provided by ABN AMRO.

1.2 Restrictions The distribution of this document and any separate documentation regarding the Royal Dutch Offer in jurisdictions other than The Netherlands and England, and the making of the Royal Dutch Offer in jurisdictions other than The Netherlands, the United States and England, may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. None of Royal Dutch Shell, Royal Dutch, Shell Transport or any of their advisers assume any responsibility for any violation of such restriction by anyone whomsoever.

United States This document is not for distribution into the United States. Offers and sales of the ‘‘A’’ Shares outside the United States are being made pursuant to Regulation S under the US Securities Act. Offers and sales of ‘‘A’’ Shares to US holders are covered by a registration statement ﬁled under the US Securities Act, including the US Prospectus contained therein. Offers to and sales of ‘‘A’’ Shares outside the United States are not covered by such registration statement, except for certain ‘‘A’’ Shares issued and sold outside the United States but that may be resold in the United States from time to time during the distribution thereof. This document has not been submitted to the SEC and is not an offer or sale of ‘‘A’’ Shares in the United States. No copy of this document may be mailed, communicated or distributed in the United States or to US holders in any manner. Any acceptance of the Royal Dutch Offer that would result, directly or indirectly, in a violation of this restriction will be null and void. Each holder of Royal Dutch Bearer Shares or Royal Dutch Hague Registered Shares acquiring the ‘‘A’’ Shares in the Royal Dutch Offer pursuant to this document will be deemed to have represented and warranted that it has acquired the ‘‘A’’ Shares in an ‘‘offshore transaction’’ as such term is deﬁned in Regulation S under the US Securities Act. Holders of Royal Dutch New York Registered Shares and US holders of Royal Dutch Bearer Shares and Royal Dutch Hague Registered Shares are advised to study the US Prospectus (including all documents incorporated by reference therein) carefully and to seek independent advice where deemed appropriate in order to reach a balanced judgment of the Royal Dutch Offer.

Japan This document must not be distributed in whole or in part into Japan. This document and other documents related to the Transaction may not be electronically provided to, nor accessed by, residents of Japan or persons who are in Japan. Copies of this document and any other documents related to the Transaction are not being, and must not be, mailed or otherwise distributed or sent to any person or company in, or into or from Japan. Persons

2 receiving this document (including custodians, nominees and trustees) or other documents related to the Transaction must not distribute or send them to any person or company in or from Japan. The Royal Dutch Offer and the Scheme are not being made, directly or indirectly, in or into or by the use of the mails or any other means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of, Japan, and are not capable of acceptance by any such use, means, instrumentality or facilities from or within Japan. The Royal Dutch Offer is not being made to residents of Japan or in Japan.

Italy The Royal Dutch Offer has not been notified to the Commissione Nazionale per le Società e la Borsa pursuant to applicable Italian securities laws and implementing regulations. Absent such notification, no public offer can be carried out in the Republic of Italy. Consequently, (i) this document, and its accompanying documents and all documents relating to the Royal Dutch Offer, (ii) the Listing Particulars and accompanying documents and (iii) the Scheme Document and any other documents relating to the Scheme, have not been, and cannot be, disclosed to any Italian residents or person or entity in the Republic of Italy and no other form of solicitation has been, and can be, carried out in the Republic of Italy. This document, the Listing Particulars, the Scheme Document, the notices of the Court Meeting and the Shell Transport EGM, the accompanying and related documents, may not be mailed, distributed, disseminated or otherwise disclosed to any Italian residents or person or entity in the Republic of Italy. Royal Dutch Shares may not be tendered by Italian residents or persons or entities in the Republic of Italy and Royal Dutch Shell may not accept shares thus tendered.

1.3 Scope This document is only addressed to non-US holders of Royal Dutch Bearer Shares and Royal Dutch Hague Registered Shares. US holders of Royal Dutch Bearer Shares and Royal Dutch Hague Registered Shares and holders of Royal Dutch New York Registered Shares should refer to the US Prospectus which can be obtained from JPMorgan Chase Bank, N.A. Holders of Royal Dutch Bearer Shares and Royal Dutch Hague Registered Shares to whom this document is addressed are advised to study this document and the Listing Particulars (including all documents incorporated by reference herein and therein) carefully and to seek independent advice where deemed appropriate in order to reach a balanced judgment of the Royal Dutch Offer and the issue and listing of the ‘‘A’’ Shares. In deciding whether to tender their Royal Dutch Shares in the Royal Dutch Offer, holders of Royal Dutch Shares should rely only on the information contained in or incorporated by reference into the Offer Documents. Royal Dutch Shell has not authorised any person to provide holders of Royal Dutch Shares with any information that is different from, or in addition to, the information that is contained or incorporated by reference into the Offer Documents.

1.4 Listing Particulars This document should be read in conjunction with the attached Listing Particulars relating to Royal Dutch Shell which have been prepared in accordance with the listing rules of Euronext Amsterdam and the UK Listing Authority and Directive 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading and which are incorporated by reference herein.

1.5 Forward looking statements This document contains forward-looking statements, i.e. statements that are based on Royal Dutch Shell’s management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. These forward-looking statements are subject to the risk factors described in the Offer Documents and other risk factors associated with the oil, gas, power, chemicals and renewables business as well as risks related to the Transaction. It is believed that the expectations reflected in these statements are reasonable, but they may be affected by a variety of variables which could cause actual results, trends or reserves replacement to differ materially, including, but not limited to: the failure of the conditions to the Transaction being satisfied (including the failure of the Royal Dutch AGM to approve the Implementation Agreement and of Shell Transport Sharehold- ers to approve the Scheme); the costs related to the Transaction; the failure of the Transaction to achieve the expected benefits; changes in dividend policy; the development of a trading market in Royal Dutch Shell Shares; the accounting implications of the Transaction; tax treatment of dividends paid to shareholders and other factors

3 affecting the Royal Dutch/Shell Group generally, including, but not limited to, price fluctuations, actual demand, currency fluctuations, drilling and production results, reserve estimates, loss of market, industry competition, environmental risks, physical risks, risks associated with the identification of suitable potential acquisition properties and targets and successful negotiation and consummation of such transactions, the risk of doing business in developing countries, legislative, fiscal and regulatory developments including potential litigation and regulatory effects arising from recategorisation of reserves, economic and financial market conditions in various countries and regions, political risks, project delay or advancement, approvals and cost estimates. Each forward- looking statement speaks only as of the date of the particular statement. None of Royal Dutch Shell, Royal Dutch, Shell Transport nor any member of the Royal Dutch/Shell Group undertakes any obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or other information, although such forward-looking statements will be updated if required by the Listing Rules, the Euronext Amsterdam Listing and Issuing Rules (Fondsenreglement) or in accordance with such regulations as come into force pursuant to Directive 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading. In light of these risks, the results of Royal Dutch Shell, Royal Dutch, Shell Transport, the Royal Dutch/ Shell Group or the RDS Group could differ materially from the forward-looking statements contained in this document.

1.6 Ongoing disclosure obligations Royal Dutch Shell and Royal Dutch each shall, where applicable, comply with the on-going disclosure requirements pursuant to article 9b of the 1995 Securities Decree and the Euronext Amsterdam Listing and Issuing Rules (Fondsenreglement).

1.7 Language This document and the Listing Particulars are only available in the English language. In addition, a brief summary of the Royal Dutch Offer in the Dutch language is set out in Annex 2 to this document. This document (including Dutch translations of certain terms) shall in all respects prevail over the Dutch language summary.

1.8 Regulatory statement Citigroup, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sponsor, co-listing agent and financial adviser to Royal Dutch Shell and as financial adviser to Royal Dutch and Shell Transport and no one else in connection with the Transaction and the Introduction and will not be responsible under the provisions of the UK Financial Services and Markets Act 2000 or any regulations made thereunder to anyone other than Royal Dutch Shell, Royal Dutch and Shell Transport for providing the protections afforded to clients of Citigroup, or for providing advice in relation to the Transaction and the Introduction. Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sponsor, co-listing agent and financial adviser to Royal Dutch Shell and as financial adviser to Royal Dutch and Shell Transport and no one else in connection with the Transaction and the Introduction and will not be responsible under the provisions of the UK Financial Services and Markets Act 2000 or any regulations made thereunder to anyone other than Royal Dutch Shell, Royal Dutch and Shell Transport for providing the protections afforded to clients of Rothschild, or for providing advice in relation to the Transaction and the Introduction. ABN AMRO is acting for Royal Dutch Shell and Royal Dutch (and has provided certain financial services, and may continue to provide certain financial or investment banking services to Royal Dutch Shell, Shell Transport, Royal Dutch and the Royal Dutch/Shell Group, including acting as Dutch exchange agent in the Royal Dutch Offer, co-listing agent in connection with the listing of the Royal Dutch Shell Shares on Euronext Amsterdam and paying agent) and no-one else in connection with the Transaction and the Introduction and will not be responsible under the provisions of the UK Financial Services and Markets Act 2000 or any regulations made thereunder to anyone other than Royal Dutch Shell and Royal Dutch for providing the protections afforded to clients of ABN AMRO, or for providing advice in relation to the Transaction and the Introduction. Each of Citigroup, Rothschild and ABN AMRO has given and not withdrawn its consent to the publication of this document with the inclusion herein of the references to its name in the form and context in which it appears.

4 2. TABLE OF CONTENTS

Page 1. IMPORTANT INFORMATION***************************************************** 2 1.1 Responsibility ******************************************************************* 2 1.2 Restrictions ********************************************************************* 2 1.3 Scope************************************************************************** 3 1.4 Listing Particulars**************************************************************** 3 1.5 Forward looking statements******************************************************** 3 1.6 Ongoing disclosure obligations ***************************************************** 4 1.7 Language*********************************************************************** 4 1.8 Regulatory statement ************************************************************* 4 2. TABLE OF CONTENTS ********************************************************** 5 3. DEFINITIONS ****************************************************************** 7 4. SUMMARY ******************************************************************** 14 4.1 The Transaction ***************************************************************** 14 4.2 Exchange terms ***************************************************************** 15 4.3 Implementation****************************************************************** 15 4.4 Recommendation of the Royal Dutch Boards ***************************************** 15 4.5 Conditions********************************************************************** 15 4.6 Restrictions ********************************************************************* 15 4.7 The Royal Dutch Offer Acceptance Period ******************************************* 15 4.8 The Subsequent Acceptance Period ************************************************* 16 4.9 Acceptance ********************************************************************* 16 4.10 Withdrawal rights **************************************************************** 16 4.11 Settlement ********************************************************************** 16 4.12 Risk factors********************************************************************* 16 4.13 Risks to holders of Royal Dutch Shares who do not tender their Royal Dutch Shares in the Royal Dutch Offer *************************************************************** 17 4.14 Commission ******************************************************************** 17 4.15 Announcements ***************************************************************** 17 4.16 Listing************************************************************************* 17 4.17 De-listing ********************************************************************** 17 4.18 Taxation *********************************************************************** 17 4.19 Royal Dutch AGM *************************************************************** 17 4.20 Expected Timetable ************************************************************** 18 5. THE ROYAL DUTCH OFFER ***************************************************** 20 5.1 Introduction********************************************************************* 20 5.2 The Transaction ***************************************************************** 20 5.3 Exchange terms ***************************************************************** 20 5.4 Calculation of exchange terms ***************************************************** 21 5.5 Background to the Transaction ***************************************************** 21 5.6 Reasons for the Transaction******************************************************** 22 5.7 Implementation Agreement ******************************************************** 24 5.8 Conditions********************************************************************** 26 5.9 Acceptance, withdrawal rights and settlement ***************************************** 27 5.10 Risks to non-tendering holders of Royal Dutch Shares ********************************** 28 5.11 Intended changes to the Royal Dutch Boards and Royal Dutch Articles ******************** 29

5 Page 5.12 Employees, works councils and trade unions ****************************************** 30 5.13 Royal Dutch/Shell Group Share Plans *********************************************** 30 6. INFORMATION ABOUT ROYAL DUTCH SHELL *********************************** 31 6.1 History and development of Royal Dutch Shell**************************************** 31 6.2 Royal Dutch Shell Shares ********************************************************* 31 6.3 Royal Dutch Shell Board and management ******************************************* 31 6.4 Headquarters, General Meetings, shareholder publications and tax residency **************** 35 6.5 Dividend policy of Royal Dutch Shell *********************************************** 36 6.6 Financial reporting and ﬁnancial information on Royal Dutch Shell *********************** 36 6.7 Application of City Code********************************************************** 36 6.8 Listings of the Royal Dutch Shell Shares********************************************* 36 6.9 Royal Dutch Shell Share Plans ***************************************************** 37 6.10 Further information on possible squeeze-out proceedings ******************************** 37 6.11 Further information on Royal Dutch Shell ******************************************** 38 7. ROYAL DUTCH AGM *********************************************************** 39 8. ROYAL DUTCH PRIORITY SHARES ********************************************** 40 9. FAIRNESS OPINIONS *********************************************************** 41 10. RECOMMENDATION************************************************************ 49 11. TAX CONSIDERATIONS********************************************************* 50 11.1 Dutch tax considerations ********************************************************** 50 11.2 UK tax considerations ************************************************************ 53 12. INVITATION TO HOLDERS OF ROYAL DUTCH SHARES**************************** 56 13. STATEMENTS REQUIRED BY THE 1995 SECURITIES DECREE********************** 61 14. OTHER INFORMATION ********************************************************* 68 14.1 Incorporation of documents by reference ********************************************* 68 14.2 Financial information on Royal Dutch Shell, Royal Dutch and Shell Transport ************** 68 14.3 Price movements for Royal Dutch Shares ******************************************** 68 14.4 Information on ABN AMRO******************************************************* 68 15. PRESS RELEASES ************************************************************** 70 16. ADVISERS AND EXCHANGE AGENTS ******************************************* 78 ANNEX 1 IMPLEMENTATION AGREEMENT ***************************************** 79 ANNEX 2 DUTCH LANGUAGE SUMMARY ****************************************** 142 ANNEX 3 PROPOSED AMENDMENTS TO ROYAL DUTCH ARTICLES******************* 156 ANNEX 4 BRIEF DESCRIPTION OF THE SCHEME AND ITS CONDITIONS ************** 175

6 3. DEFINITIONS The following definitions apply throughout this document (except for the letters of opinion from ABN AMRO set out in Part 9). It should be noted that the Listing Particulars contain a separate list of definitions of terms used in that document (see Part XXII of the Listing Particulars). In addition, references in this document to Royal Dutch Bearer Shares or Royal Dutch Shell Shares shall, where the relevant shares are held by Euroclear Nederland in its capacity of central institute (centraal instituut) under the Securities Giro Act and the context so permits, include references to interests held in such shares by other persons in accordance with the Securities Giro Act. 1995 Securities Act The Dutch 1995 Act on the supervision of the securities trade 1995 Securities Decree The Dutch 1995 Decree on the supervision of the securities trade ‘‘A’’ ADRs ‘‘A’’ American depositary receipts, each representing two ‘‘A’’ Shares ‘‘A’’ Shares Class A ordinary shares with a nominal value of 40.07 each in the capital of Royal Dutch Shell, which have the rights attached as set out in the Royal Dutch Shell Articles and which are offered pursuant to the Royal Dutch Offer ABN AMRO ABN AMRO Bank N.V., a public limited liability company incorporated under the laws of The Netherlands Admission Admission of the Royal Dutch Shell Shares to Euronext Amsterdam, and/or admission of the Royal Dutch Shell Shares to the Official List and to trading on the market for listed securities of the London Stock Exchange Admitted Institutions The institutions which hold Royal Dutch Bearer Shares or, after the Settlement Date, Royal Dutch Shell Shares on behalf of their clients through Euroclear Nederland as an admitted institution of Euroclear Nederland or, as the context so permits, which hold Royal Dutch Bearer Shares or, after the Settlement Date, Royal Dutch Shell Shares on behalf of their clients through an institution which is an admitted institution of Euroclear Nederland AFM The Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) AGM Annual general meeting of shareholders ANT N.V. Algemeen Nederlands Trustkantoor ANT Australian Plan The share and save plan established by members of the Royal Dutch/Shell Group in Australia and which forms part of the Royal Dutch/Shell Group Share Plans ‘‘B’’ ADRs ‘‘B’’ American depositary receipts, each representing two ‘‘B’’ Shares ‘‘B’’ Shares Class B ordinary shares with a nominal value of 40.07 each in the capital of Royal Dutch Shell, which have the rights attached as set out in the Royal Dutch Shell Articles and which are proposed to be issued pursuant to the Scheme Business Day Any day on which banks are generally open in London, Amsterdam and New York for the transaction of business other than a Saturday or Sunday or public holiday Citigroup Citigroup Global Markets Limited Civil Code The Dutch Civil Code (Burgerlijk Wetboek) Companies Act The Companies Act of England and Wales 1985, as amended

7 Completion The Royal Dutch Offer becoming unconditional (gestanddoening) in all respects and the Scheme becoming effective Conference A group consisting of all directors of the Royal Dutch Boards and the Shell Transport Board Court Meeting The meeting of Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants convened by direction of the High Court pursuant to section 425 of the Companies Act, or any adjournment thereof CREST The system for the paperless settlement of trades in securities and the holding of uncertified securities in accordance with the CRESTCo Regula- tions operated by CRESTCo Limited CREST Member A person who has been admitted by CRESTCo Limited as (i) a system- member (as defined in the CRESTCo Regulations); (ii) a personal member; or (iii) a sponsored member CRESTCo Regulations The Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as from time to time amended Daily Official List The daily official list (Officiële Prijscourant) of Euronext Amsterdam Dividend Access Mechanism The dividend access mechanism described in paragraph 8 of Part VII of the Listing Particulars dollars or USD US dollars Dutch Revenue Service The Dutch Revenue Service (Belastingdienst), a unit governed by the Dutch Ministry of Finance (Ministerie van Financiën) competent to impose and collect Dutch income tax (inkomstenbelasting), Dutch corporate income tax (vennootschapsbelasting) and miscellaneous other Dutch taxes Effective Date The date on which the Scheme becomes effective in accordance with its terms upon registration of the Order by the Registrar of Companies in England and Wales, which, subject to the sanction of the Scheme by the High Court, is expected to be 20 July 2005 EUR, 4 or euro Euro, the legal currency of the European Monetary Union Euro Deferred Shares The euro deferred shares with a nominal value of 40.07 each in the capital of Royal Dutch Shell Euroclear Nederland The Dutch depositary and settlement institute (Nederlands Centraal In- stituut voor Giraal Effectenverkeer B.V.) defined as the central institute (centraal instituut) under the provisions of the Securities Giro Act Euronext Amsterdam As the context requires, Euronext Amsterdam N.V. or Eurolist by Euronext Amsterdam Euronext Amsterdam Trading Day Any day on which Euronext Amsterdam is open for trading Executive Directors The executive directors of Royal Dutch Shell Existing Agreements The agreements currently in force between Shell Transport and Royal Dutch which regulate their respective economic rights in their combined business interests and/or the management and governance of their combined business interests General Meetings Annual general meetings of shareholders and extraordinary general meetings of shareholders of Royal Dutch Shell Hearing The hearing by the High Court of the petition to sanction the Scheme Hearing Date The date of the Hearing

8 High Court The High Court of Justice in England and Wales HMRC Her Majesty’s Revenue and Customs Honouring Date The date on which the Royal Dutch Offer is declared unconditional (gestand wordt gedaan) in all respects by Royal Dutch Shell, which is expected to be 20 July 2005 IFRS International Financial Reporting Standards Implementation Agreement The implementation agreement dated 18 May 2005 between Royal Dutch Shell, Royal Dutch and Shell Transport, a summary of which is set out in paragraph 5.7 of Part 5 and the full text of which is set out in Annex 1 Introduction As the context requires, the introduction of the Royal Dutch Shell Shares to the Official List and/or admission of the Royal Dutch Shell Shares to Euronext Amsterdam Listing Particulars The listing particulars dated 19 May 2005 comprising listing particulars and a prospectus relating to Royal Dutch Shell for the purpose of the listing of the Royal Dutch Shell Shares on the London Stock Exchange and Euronext Amsterdam, respectively, and which, if it is so regarded by the UK Listing Authority and the AFM, on or about 1 July 2005, will also comprise a document equivalent to a prospectus for the purposes of compliance with articles 4(2)c and 4(2)d of Directive 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading Listing Rules Listing rules of the UK Listing Authority, as amended from time to time London Stock Exchange London Stock Exchange plc or its successor(s) NYSE or New York Stock Exchange New York Stock Exchange, Inc Offer Documents This Royal Dutch Offer Document and the US Prospectus Official List The official list of the UK Listing Authority Order The order of the High Court sanctioning the Scheme Panel The Panel on Takeovers and Mergers Pounds Sterling or £ UK pounds sterling RDS Corporate Nominee Lloyds TSB Bank plc, whose address is 25 Gresham Street, London EC2V 7HN, UK, or, as relevant, its nominee, Lloyds TSB Registrars Corporate Nominee Limited, whose address is The Causeway, Worthing, West Sussex BN99 6DA, UK RDS Group Royal Dutch Shell and its subsidiaries and subsidiary undertakings following the Transaction Rothschild NM Rothschild & Sons Limited Royal Dutch N.V. Koninklijke Nederlandsche Petroleum Maatschappij (Royal Dutch Petroleum Company), a company incorporated in The Netherlands (registered at the Chamber of Commerce, The Hague under number 27002690) whose registered office is at Carel van Bylandtlaan 30, 2596 HR The Hague, The Netherlands Royal Dutch AGM The 2005 annual general meeting of Royal Dutch, which is expected to take place on 28 June 2005 Royal Dutch Articles The articles of association of Royal Dutch dated 31 May 2002

9 Royal Dutch Bearer Shares Ordinary shares, with a nominal value of 40.56 each, in the capital of Royal Dutch, held by Euroclear Nederland in its capacity as central institute (centraal instituut) under the Securities Giro Act, or as the case may be, represented by share certificates to bearer provided with separate dividend coupons (K-stukken) Royal Dutch Board of Management The board of management of Royal Dutch Royal Dutch Boards The Royal Dutch Board of Management and the Royal Dutch Supervisory Board Royal Dutch Hague Registered Shares Ordinary shares in registered form, with a nominal value of 40.56 each, in the capital of Royal Dutch registered on the share register kept in The Hague Royal Dutch New York Registered Shares Ordinary shares in registered form, with a nominal value of 40.56 each, in the capital of Royal Dutch registered on the share register kept in New York Royal Dutch Offer The exchange offer being made by Royal Dutch Shell for Royal Dutch Shares on the terms and conditions set out in the Offer Documents Royal Dutch Offer Acceptance Closing Date 18 July 2005, being the last Euronext Amsterdam Trading Day, subject to extension, of the Royal Dutch Offer Acceptance Period Royal Dutch Offer Acceptance Period The period during which holders of Royal Dutch Shares can tender their Royal Dutch Shares and which starts on 20 May 2005 and which ends, subject to extension, at 11:00 p.m. (Amsterdam time) on 18 July 2005 Royal Dutch Offer Document This offer document dated 19 May 2005 and all documents incorporated by reference herein whereby Royal Dutch Shell addresses the Royal Dutch Offer to all non-US holders of Royal Dutch Bearer Shares and Royal Dutch Hague Registered Shares Royal Dutch Priority Shares Priority shares in the capital of Royal Dutch with a nominal value of 4448 each Royal Dutch Priority Shares Foundation Stichting Prioriteitsaandelen Koninklijke, a foundation governed by the laws of The Netherlands (registered at the Chamber of Commerce, The Hague under number 41149183) whose registered office is at Carel van Bylandtlaan 30, 2596 HR The Hague, The Netherlands Royal Dutch Shares The Royal Dutch Bearer Shares, Royal Dutch Hague Registered Shares and Royal Dutch New York Registered Shares Royal Dutch Shell Royal Dutch Shell plc, a company incorporated in England and Wales with registered number 04366849 whose registered office is at Shell Centre, London, SE1 7NA, UK and whose headquarters are at Carel van Bylandt- laan 30, 2596 HR The Hague, The Netherlands (registered at the Chamber of Commerce, The Hague under number 34179503) Royal Dutch Shell ADRs The ‘‘A’’ ADRs and the ‘‘B’’ ADRs Royal Dutch Shell Annual Report and Accounts The annual report and accounts of the RDS Group Royal Dutch Shell Articles The articles of association of Royal Dutch Shell adopted on 17 May 2005

10 Royal Dutch Shell Board The board of directors of Royal Dutch Shell from time to time Royal Dutch Shell Nominee Service The corporate nominee service offered to holders of Royal Dutch Shell Shares by the RDS Corporate Nominee Royal Dutch Shell Shareholders The holders of Royal Dutch Shell Shares Royal Dutch Shell Shares ‘‘A’’ Shares and ‘‘B’’ Shares Royal Dutch Shell Share Plans The proposed Royal Dutch Shell employee share plans described in paragraph 10 of Part VI of the Listing Particulars Royal Dutch/Shell Group The companies (other than Royal Dutch Shell) in which Royal Dutch and Shell Transport together or separately, either directly or indirectly, have control either through a majority of the voting rights or the right to exercise a controlling influence or to obtain the majority of the benefits and be exposed to the majority of the risks Royal Dutch/Shell Group Share Plans The employee share option and other equity-related employee incentive plans operated by the Royal Dutch/Shell Group referred to in paragraph 5.13 of Part 5 Royal Dutch Supervisory Board The supervisory board of Royal Dutch Scheme or Scheme of Arrangement The proposed scheme of arrangement under section 425 of the Companies Act between Shell Transport and Shell Transport Ordinary Shareholders and holders of the Shell Transport Bearer Warrants, as described in the Shell Transport Scheme Documents, in its present form or with or subject to any modification, addition or condition approved or imposed by the High Court Scheme Condition Condition (i) to the Royal Dutch Offer being the sanctioning (with or without modification) of the Scheme by the High Court and the subsequent registration of the Order by the Registrar of Companies in England and Wales as further described in paragraph 5.8 of Part 5 Scheme Record Time 6:00 p.m. (London time) on the Business Day preceding the Effective Date SDRT Stamp duty reserve tax SEC The US Securities and Exchange Commission Securities Giro Act The Dutch Securities Giro Act (Wet giraal effectenverkeer) Settlement Date The date on which ‘‘A’’ Shares are intended to be delivered to holders of Royal Dutch Shares who have tendered their Royal Dutch Shares in the Royal Dutch Offer which, subject to the sanction of the Scheme by the High Court, is expected to be 25 July 2005 Shell Transport The ‘‘Shell’’ Transport and Trading Company, p.l.c., a public company incorporated in England and Wales with registered number 54485 whose registered office is at Shell Centre, London SE1 7NA, UK Shell Transport ADRs Shell Transport American depositary receipts, each representing six Shell Transport Ordinary Shares Shell Transport Bearer Warrants The bearer warrants issued by Shell Transport which entitle the holder to Shell Transport Ordinary Shares in accordance with the terms of the bearer warrants Shell Transport Board The board of directors of Shell Transport

11 Shell Transport EGM The extraordinary general meeting of Shell Transport convened by the notice set out at the end of the Shell Transport Scheme Document, including any adjournment thereof Shell Transport First Preference 1 Shares The 5 /2 per cent. first preference shares of £1 each in the capital of Shell Transport Shell Transport Ordinary Shareholders The holders of Shell Transport Ordinary Shares Shell Transport Ordinary Shares Ordinary shares of 25 pence each in the capital of Shell Transport Shell Transport Scheme Documents The long-form and the short-form circulars to Shell Transport Shareholders dated 19 May 2005 issued by Shell Transport relating to the Scheme Shell Transport Second Preference Shares The 7 per cent. second preference shares of £1 each in the capital of Shell Transport Shell Transport Shareholders Holders of Shell Transport Ordinary Shares, Shell Transport Bearer War- rants, Shell Transport First Preference Shares and/or Shell Transport Second Preference Shares Steering Group The steering group established to carry out a review of the structure and overall governance of the Royal Dutch/Shell Group, chaired by Lord Kerr of Kinlochard and also comprising Maarten van den Bergh, Sir Peter Job, Jonkheer Aarnout Loudon and Jeroen van der Veer Sterling Deferred Shares The sterling deferred shares with a nominal value of £1 each which have the rights attached to sterling deferred shares as set out in the Royal Dutch Shell Articles subject to extension Extension in compliance with article 9o paragraph 5 of the 1995 Securities Decree and US securities law Subsequent Acceptance Period If such a period is provided, the period during which the holders of Royal Dutch Shares that have not tendered their Royal Dutch Shares during the Royal Dutch Offer Acceptance Period will be given the opportunity to do so, in the manner and under the conditions as set out in this document, which period, if any, is expected to run from 20 July 2005 up to and including 9 August 2005 subsidiary A subsidiary as that term is defined in section 736 of the Companies Act subsidiary undertaking A subsidiary undertaking as that term is defined in section 258 of the Companies Act Transaction The proposed transaction pursuant to which Royal Dutch Shell will, through the Royal Dutch Offer and the Scheme, become the holding company of Royal Dutch and Shell Transport UK Listing Authority The Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the United Kingdom Financial Services and Markets Act 2000 UK Sharesave Scheme The Sharesave Scheme forming part of the Royal Dutch/Shell Group Share Plans uncertificated or in uncertificated form In relation to a share or other security, a share or other security title recorded on the relevant register of the share or security concerned as being

12 held in uncertiﬁcated form in CREST and title to which, by virtue of the CrestCo Regulations, may be transferred by means of CREST

UNCITRAL Arbitration Rules UNCITRAL Arbitration Rules 1976 adopted by the United Nations’ Commission on International Trade Law

Uniﬁcation Protocol The uniﬁcation protocol entered into by Royal Dutch and Shell Transport on 28 October 2004

United Kingdom or UK The United Kingdom of Great Britain and Northern Ireland

United States or US The United States of America, its territories and possessions and any State of the United States of America and the District of Columbia

US Business Day Any day, other than a Saturday, Sunday or US federal holiday, and shall consist of the time period from 12:01 a.m. through 12:00 midnight US Eastern time.

US Exchange Act The US Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder

US GAAP Generally accepted accounting principles in the United States

US holder A holder of Royal Dutch Shares located in the United States

US Prospectus The prospectus dated 19 May 2005 forming part of the US Registration Statement which is addressed to all holders of Royal Dutch New York Registered Shares and US holders of Royal Dutch Bearer Shares and Royal Dutch Hague Registered Shares

US Registration Statement The registration statement on Form F-4 dated 19 May 2005, including the US Prospectus and all documents incorporated by reference therein

US Securities Act The US Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder

Working Group A working group of senior ﬁnance, accounting and legal personnel from Royal Dutch, Shell Transport and the Royal Dutch/Shell Group formed to assist the Steering Group in its review of the structure and overall governance of the Royal Dutch/Shell Group

13 4. SUMMARY This summary is subject to the detailed conditions as set forth in this document and the Listing Particulars. It is expressly noted that this summary is not exhaustive and does not contain all information which is of importance to the reader. Reading this summary should in no way be considered a substitute for reading this document and the Listing Particulars in their entirety. Non-US holders of Royal Dutch Bearer Shares and Royal Dutch Hague Registered Shares are advised to review this document and the Listing Particulars (including all documents incorporated by reference herein and therein) thoroughly and completely and to seek independent advice where appropriate in order to reach a balanced judgement with respect to the Royal Dutch Offer and the issue and listing of the ‘‘A’’ Shares. This document is only addressed to non-US holders of Royal Dutch Bearer Shares and Royal Dutch Hague Registered Shares. US holders of Royal Dutch Bearer Shares and Royal Dutch Hague Registered Shares and holders of Royal Dutch New York Registered Shares should refer to the US Prospectus which can be obtained from JPMorgan Chase Bank N.A. (see Part 16 for its contact details).

4.1 The Transaction On 28 October 2004, the Royal Dutch Boards and the Shell Transport Board announced that they had unanimously agreed, in principle, to propose to shareholders the uniﬁcation of Royal Dutch and Shell Transport under a single parent company, Royal Dutch Shell, a company incorporated in England and Wales and headquartered and resident in The Netherlands for Dutch and UK tax purposes. Royal Dutch Shell has a single tier board of directors headed by a non-executive Chairman, Aad Jacobs. The executive management will be led by a single Chief Executive, Jeroen van der Veer. Before After

(1) Shareholders Shareholders Shareholders

Royal Dutch Shell Transport Royal Dutch Shell and its subsidiaries and subsidiary undertakings (RDS Group)

Royal Dutch/Shell Group of Companies

(1) Assuming full acceptance of the Royal Dutch Offer, former Royal Dutch Shareholders will hold 60 per cent. of the issued ordinary share capital of Royal Dutch Shell and former Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants will hold 40 per cent. Royal Dutch Shell will have two classes of ordinary shares, ‘‘A’’ Shares and ‘‘B’’ Shares. With the exception of holders of Royal Dutch New York Registered Shares who are being offered ‘‘A’’ ADRs, holders of Royal Dutch Shares are being offered ‘‘A’’ Shares under the Royal Dutch Offer. Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants are being offered ‘‘B’’ Shares under the Scheme and holders of Shell Transport ADRs are being offered ‘‘B’’ ADRs.

14 4.2 Exchange terms Under the terms of the Transaction, holders of Royal Dutch Shares, Shell Transport Ordinary Shareholders (and holders of Shell Transport Bearer Warrants) and holders of Shell Transport ADRs will each receive, respectively: for each Royal Dutch Bearer Share or Royal Dutch Hague Registered Share tendered: **************************** 2 ‘‘A’’ Shares for each Royal Dutch New York Registered Share tendered: *** 1 ‘‘A’’ ADR for each Shell Transport Ordinary Share (including Shell Transport Ordinary Shares to which holders of Shell Transport Bearer Warrants are entitled):****************** 0.287333066 ‘‘B’’ Shares for each Shell Transport ADR: *************************** 0.861999198 ‘‘B’’ ADRs The exchange ratios have been calculated so as to ensure that, assuming full acceptance of the Royal Dutch offer, the ‘‘A’’ Shares will represent 60 per cent. of the issued ordinary share capital of Royal Dutch Shell and the ‘‘B’’ Shares 40 per cent. The Royal Dutch Offer is subject to certain conditions and restrictions (see paragraph 1.2 of Part 1, paragraph 5.8 of Part 5 and Part 12).

4.3 Implementation The Transaction is to be implemented in accordance with the Implementation Agreement which is summarised in paragraph 5.7 of Part 5 of this document. The Transaction can only become effective if (i) all the conditions to the Royal Dutch Offer and (ii) all the conditions to the Scheme have, in each case, been satisﬁed or, to the extent permitted by applicable law and the Implementation Agreement, waived. In addition, Shell Transport has undertaken not to proceed with the Scheme and to withdraw the Scheme in the event that, prior to the Hearing Date, the Implementation Agreement is terminated in accordance with its terms.

4.4 Recommendation of the Royal Dutch Boards The Royal Dutch Board of Management and the Royal Dutch Supervisory Board each unanimously recommend that holders of Royal Dutch Shares accept the Royal Dutch Offer. See also Part 10.

4.5 Conditions The Royal Dutch Offer shall be declared unconditional on the Honouring Date if the conditions as set out in paragraph 5.8 of Part 5 are fulﬁlled or, to the extent permitted by applicable law and the Implementation Agreement, waived by Royal Dutch Shell.

4.6 Restrictions The Royal Dutch Offer is being made with due observance of such statements, conditions and restrictions as are included in the Royal Dutch Offer Document and the US Prospectus. Royal Dutch Shell reserves the right to accept any tender under the Royal Dutch Offer, which is made by or on behalf of a holder of Royal Dutch Shares, even if it has not been effectuated in such manner as set out in the Offer Documents.

4.7 The Royal Dutch Offer Acceptance Period The Royal Dutch Offer Acceptance Period begins on 20 May 2005 and ends, subject to extension, on 18 July 2005, at 11:00 p.m. Amsterdam time (5:00 p.m. New York City time). Subject to the satisfaction or, to the extent permitted, waiver of all of the conditions to the Royal Dutch Offer other than the Scheme Condition, it is expected that a public announcement will be made by Royal Dutch Shell, on or immediately prior to the Hearing Date, stating that the Royal Dutch Offer is declared to be unconditional (gestand wordt gedaan), subject to and immediately upon the satisfaction of the Scheme Condition, in which case the Royal Dutch Offer is thereafter automatically declared to be unconditional (gestand gedaan) upon registration of the Order by the Registrar of Companies in England and Wales. It is expected that as soon as practicable

15 following the Royal Dutch Offer being automatically declared to be unconditional (gestand gedaan), a public announcement will be made by Royal Dutch Shell to conﬁrm this. Such announcement is expected to be made on 20 July 2005, subject to extension of the Royal Dutch Offer Acceptance Period.

4.8 The Subsequent Acceptance Period

Royal Dutch Shell reserves the right to announce a Subsequent Acceptance Period of up to 15 Euronext Trading Days, but in no event more than 20 US Business Days, in length. It is currently anticipated that if Royal Dutch Shell decides to offer a Subsequent Acceptance Period, an announcement to this effect will be made on or around the Honouring Date. A Subsequent Acceptance Period is an additional period of time, following the expiration of the Royal Dutch Offer Acceptance Period (whether or not extended), during which the holders of Royal Dutch Shares may tender Royal Dutch Shares not yet tendered during the Royal Dutch Offer Acceptance Period. No withdrawal rights will apply to Royal Dutch Shares tendered during such Subsequent Acceptance Period. The Royal Dutch Shares tendered during the Subsequent Acceptance Period will be promptly accepted for exchange by Royal Dutch Shell.

4.9 Acceptance

Holders of Royal Dutch Shares are requested to make their acceptances known in the appropriate manner as described in paragraph 4 of Part 12, by no later than 18 July 2005 at 11:00 p.m. Amsterdam time (5:00 p.m. New York City time), unless the Royal Dutch Offer Acceptance Period has been extended. If holders of Royal Dutch Bearer Shares are required to make their acceptance known via their bank or stockbroker, they should be aware that their bank or stockbroker may set an earlier deadline for such communication in order to permit the bank or stockbroker to communicate their acceptances to ABN AMRO in a timely manner.

Holders of Royal Dutch New York Registered Shares and US holders of Royal Dutch Bearer Shares and Royal Dutch Hague Registered Shares who wish to tender their Royal Dutch New York Registered Shares, Royal Dutch Bearer Shares and Royal Dutch Hague Registered Shares in the Royal Dutch Offer, should refer to the Section ‘‘The Offer’’ in the US Prospectus for a description of how to tender and deliver their shares.

4.10 Withdrawal rights

Royal Dutch Shares tendered for exchange may be withdrawn at any time during the Royal Dutch Offer Acceptance Period (including any extension thereof).

During the Subsequent Acceptance Period, no withdrawal rights will apply to Royal Dutch Shares tendered during such Subsequent Acceptance Period or to Royal Dutch Shares tendered during the Royal Dutch Offer Acceptance Period and accepted for exchange by Royal Dutch Shell.

4.11 Settlement

If the Royal Dutch Offer is declared to be unconditional (gestand gedaan), delivery of the Royal Dutch Shell Shares to which holders of Royal Dutch Shares are entitled who have tendered their Royal Dutch Shares during the Royal Dutch Offer Acceptance Period, will take place on the Settlement Date (see paragraph 7 of Part 12).

The delivery of the Royal Dutch Shell Shares to which holders of Royal Dutch Shares are entitled who have tendered their Royal Dutch Shares during the Subsequent Acceptance Period, is expected to take place within three Business Days following the date on which such Royal Dutch Shares are tendered.

4.12 Risk factors

In deciding whether to tender Royal Dutch Shares, a holder of Royal Dutch Shares should carefully consider the risks set out in Part II of the Listing Particulars. Any of those risks could have a material adverse effect on the business, ﬁnancial condition and results of operations of the RDS Group, which could in turn affect the market price of the Royal Dutch Shell Shares.

16 4.13 Risks to holders of Royal Dutch Shares who do not tender their Royal Dutch Shares in the Royal Dutch Offer Dependent on the number of Royal Dutch Shares acquired by Royal Dutch Shell as a result of the Royal Dutch Offer, Royal Dutch Shell expects, but is not obliged, to initiate squeeze-out proceedings in accordance with article 2:92a of the Civil Code in order to acquire all Royal Dutch Shares held by the minority shareholders. Following the Transaction, Royal Dutch Shell also has the right to use any other legally permitted method to obtain 100 per cent. of the Royal Dutch Shares. For further information regarding the risks to non-tendering holders of Royal Dutch Shares and the possible squeeze-out proceedings, see paragraphs 5.10 of Part 5 and 6.10 of Part 6.

4.14 Commission Delivery of Royal Dutch Shares by holders of Royal Dutch Shares as well as delivery of Royal Dutch Shell Shares to holders of Royal Dutch Shares will in principle be made without costs for holders of Royal Dutch Shares. Admitted Institutions will receive from Royal Dutch Shell a commission of 40.01 per Royal Dutch Bearer Share tendered and delivered pursuant to the Royal Dutch Offer. Holders of Royal Dutch Bearer Shares who hold their shares through a bank, broker or other nominee should consult with their bank, broker or nominee as to whether or not they will charge any transaction fee or service charge.

4.15 Announcements Announcements in relation to the Royal Dutch Offer will be made by means of a press release and, where required by the 1995 Securities Decree, by an advertisement in the Daily Ofﬁcial List and at least one daily newspaper with nation-wide distribution in The Netherlands.

4.16 Listing Application has been made for the Royal Dutch Shell Shares to be listed on Euronext Amsterdam. Applications have been also made for the Royal Dutch Shell Shares to be admitted to the Ofﬁcial List of the UK Listing Authority and to trading on the market for listed securities of the London Stock Exchange. The listing of Royal Dutch Shell ADRs on the NYSE has been approved, subject to ofﬁcial notice of issuance. It is expected that Admission will become effective and trading will commence in Royal Dutch Shell Shares at 9:00 a.m. Amsterdam time (8:00 a.m. London time) on 20 July 2005. The trading of Royal Dutch Shell ADRs is expected to commence on or about 20 July 2005.

4.17 De-listing Following Completion of the Royal Dutch Offer and, where relevant, depending on the level of acceptance, Royal Dutch Shell intends to request that Royal Dutch seeks to de-list (i) the Royal Dutch Shares from Euronext Amsterdam and the London Stock Exchange and (ii) the Royal Dutch New York Registered Shares from the NYSE, all as soon as reasonably practicable.

4.18 Taxation See paragraph 11.1 of Part 11 of this document for information relating to certain matters of Dutch taxation, and paragraph 11.2 of Part 11 of this document for information relating to certain matters of UK taxation (including a discussion of UK stamp duty and SDRT which is relevant to holders of Royal Dutch Shares irrespective of their tax residence).

4.19 Royal Dutch AGM The Royal Dutch AGM will be held at 10:30 a.m. Amsterdam time on 28 June 2005 at the Circus Theater in The Hague. The agenda for the Royal Dutch AGM will include the following matters speciﬁcally related to the Transaction: — the explanation and discussion of the Royal Dutch Offer in accordance with article 9q of the 1995 Securities Decree; and

17 — the approval of Royal Dutch entering into the Implementation Agreement. In addition, the agenda will also include the proposal, which will not be subject to the Royal Dutch Offer being declared unconditional (gestanddoening), that the Royal Dutch AGM resolves to amend the Royal Dutch Articles and to grant the Royal Dutch Board of Management authorisation to buy back all the outstanding Royal Dutch Priority Shares and subsequently cancel all the Royal Dutch Priority Shares thus obtained (see further Part 8). The Royal Dutch AGM will be called on or about 27 May 2005 in accordance with past practice and in accordance with the Royal Dutch Articles and Dutch law.

4.20 Expected Timetable 2005 Publication of the Royal Dutch Offer Document ******************************** 19 May Commencement of the Royal Dutch Offer Acceptance Period ************************* 20 May Latest time for lodging forms of proxy for the Royal Dutch AGM************************* 21 June Royal Dutch AGM************************* 28 June, 10:30 a.m. Court Meeting **************************** 28 June, 1:00 p.m. (12:00 noon London time) Shell Transport EGM*********************** 28 June, 1:10 p.m. (12:10 p.m. London time)(1) Royal Dutch Offer Acceptance Closing Date**** 18 July, 11:00 p.m. (5:00 p.m. New York City time)(2) Announcement that the Royal Dutch Offer is unconditional (gestand wordt gedaan), except for the Scheme Condition ********************** 19 July, 8:00 a.m. (2:00 a.m. New York City time)(2) Hearing of petition to sanction the Scheme ***** 19 July, 11:30 a.m. (10:30 a.m. London time) Last day of dealings in Shell Transport Ordinary Shares and Shell Transport ADRs ************ 19 July(3) Registration of the Order by the Registrar of Companies in England and Wales************* 20 July, by 9:00 a.m. (8:00 a.m. London time)(3) Honouring Date *************************** 20 July, to be announced before opening of Euronext Amsterdam, unforeseen circumstances excepted(2) Effective Date***************************** 20 July(3)(4) Commencement of dealings in Royal Dutch Shell Shares on Euronext Amsterdam and the London Stock Exchange(5) ******************* 20 July, 9:00 a.m. (8:00 a.m. London time)(2)(3) Start of Subsequent Acceptance Period, if any, assuming 20 July 2005 as the Honouring Date ** 20 July, 9.00 a.m. Commencement of trading of Royal Dutch Shell ADRs on the NYSE************************ 20 July, 9:30 a.m. New York City time(2) Settlement Date *************************** No later than 25 July(2) Declaration date for the proposed Royal Dutch Shell second quarter dividend **************** 28 July Euroclear Nederland record date for the proposed Royal Dutch Shell second quarter dividend ********************************* 2 August(6)

18 2005 Ex-dividend date for the proposed Royal Dutch Shell second quarter dividend **************** 3 August Main record date for the proposed Royal Dutch Shell second quarter dividend **************** 5 August(6) End of Subsequent Acceptance Period, if any, assuming 20 July 2005 as the Honouring Date************************************* 9 August, 3:00 p.m. (9:00 a.m. New York City time)(2) All references in this timetable to time are to Amsterdam time unless otherwise stated.

(1) Or as soon thereafter as the Court Meeting is concluded or adjourned. (2) Unless the Royal Dutch Offer Acceptance Period is extended in accordance with article 9o paragraph 5 of the 1995 Securities Decree and applicable US securities law (in which case an announcement to that effect will be made no later than the next Euronext Amsterdam Trading Day). (3) These dates are indicative only and will depend, inter alia, on the date upon which the High Court sanctions the Scheme. (4) Or as soon thereafter as the Order has been registered with the Registrar of Companies in England and Wales. (5) And admission to the Ofﬁcial List. (6) See paragraph 8.6 of Part VII of the Listing Particulars for an explanation of the dividend record dates.

19 5. THE ROYAL DUTCH OFFER

5.1 Introduction On 28 October 2004, the Royal Dutch Boards and the Shell Transport Board announced that they had unanimously agreed, in principle, to propose to shareholders the uniﬁcation of Royal Dutch and Shell Transport under a single parent company, Royal Dutch Shell, a company incorporated in England and Wales and headquartered and resident in The Netherlands for Dutch and UK tax purposes. Royal Dutch Shell has a single tier board of directors chaired by a non-executive Chairman, Aad Jacobs. The executive management will be lead by a single Chief Executive, Jeroen van der Veer. Further information relating to Royal Dutch Shell is set out in Part 6 of this document and in Part VI of the Listing Particulars.

5.2 The Transaction The Transaction will result in Royal Dutch Shell becoming the parent company of Royal Dutch and Shell Transport and, through Royal Dutch and Shell Transport, of the Royal Dutch/Shell Group. The Transaction is to be effected (i) by way of an exchange offer by Royal Dutch Shell for the Royal Dutch Shares; and (ii) by way of the Scheme of Arrangement (a brief description of the Scheme and the conditions to the Scheme are set out in Annex 4 to this document). Royal Dutch Shell will have two classes of ordinary shares, ‘‘A’’ Shares and ‘‘B’’ Shares. With the exception of holders of Royal Dutch New York Registered Shares who are being offered ‘‘A’’ ADRs, holders of Royal Dutch Shares are being offered ‘‘A’’ Shares under the Royal Dutch Offer. Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants are being offered ‘‘B’’ Shares under the Scheme and holders of Shell Transport ADRs are being offered ‘‘B’’ ADRs. For a description of the ‘‘A’’ ADRs and ‘‘B’’ ADRs see paragraph 10 of Part VII of the Listing Particulars. The ‘‘A’’ Shares and the ‘‘B’’ Shares will have identical rights except in relation to the Dividend Access Mechanism by which dividends having a UK source are intended to be paid to the holders of ‘‘B’’ Shares as described in paragraph 8 of Part VII of the Listing Particulars. The Dividend Access Mechanism seeks to preserve the current tax treatment of dividends paid to Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants.

5.3 Exchange terms The terms of the Transaction reﬂect the current ‘‘60:40’’ ownership of the Royal Dutch/Shell Group by Royal Dutch and Shell Transport. The Transaction seeks to ensure that holders of Royal Dutch Shares, Shell Transport Ordinary Shareholders, holders of Shell Transport Bearer Warrants and holders of Shell Transport ADRs are offered Royal Dutch Shell Shares or Royal Dutch Shell ADRs representing the equivalent economic interest in the RDS Group following implementation of the Transaction as their existing shares or ADRs represent in the Royal Dutch/Shell Group. Accordingly, holders of Royal Dutch Shares, Shell Transport Ordinary Shareholders, holders of Shell Transport Bearer Warrants and holders of Shell Transport ADRs will each receive, respectively: for each Royal Dutch Bearer Share or Royal Dutch Hague Registered Share tendered: **************************** 2 ‘‘A’’ Shares for each Royal Dutch New York Registered Share tendered: *** 1 ‘‘A’’ ADR for each Shell Transport Ordinary Share (including Shell Transport Ordinary Shares to which holders of Shell Transport Bearer Warrants are entitled): ************* 0.287333066 ‘‘B’’ Shares for each Shell Transport ADR: *************************** 0.861999198 ‘‘B’’ ADRs Assuming full acceptance of the Royal Dutch Offer during the Royal Dutch Offer Acceptance Period, a total of 4,139,040,000 ‘‘A’’ Shares (including ‘‘A’’ Shares represented by ‘‘A’’ ADRs) and 2,759,360,000 ‘‘B’’ shares (including ‘‘B’’ Shares represented by ‘‘B’’ ADRs) will be in issue upon Completion. To the extent that the Transaction is completed but not all of the holders of Royal Dutch Shares validly tendered their Royal Dutch Shares in the Royal Dutch Offer, then immediately following Completion (i) the percentage of the share capital and voting rights of Royal Dutch Shell held by former holders of Royal Dutch Shares will be less than 60 per

20 cent., (ii) the percentage of the share capital and voting rights of Royal Dutch Shell held by former Shell Transport Ordinary Shareholders (and holders of Shell Transport Bearer Warrants and Shell Transport ADRs) will be more than 40 per cent. and (iii) non-tendering holders of Royal Dutch Shares will continue to hold a minority interest in Royal Dutch (with the majority interest being held by Royal Dutch Shell). If the number of Royal Dutch Shares that have been validly tendered under the Royal Dutch Offer and not withdrawn represents at least 95 per cent. of the issued share capital of Royal Dutch that is then outstanding, Royal Dutch Shell expects, but is not obliged to, initiate squeeze-out proceedings with a view to acquiring 100 per cent. of the outstanding share capital of Royal Dutch in accordance with article 2:92a of the Civil Code. An announcement will be made on the Effective Date conﬁrming that the Royal Dutch Offer has become unconditional (gestand wordt gedaan) in all respects and that the Scheme has become effective.

5.4 Calculation of exchange terms The exchange terms give effect to the existing ownership of the Royal Dutch/Shell Group by ensuring that holders of Royal Dutch Shares are, in aggregate, offered 60 per cent. of the ordinary share capital of Royal Dutch Shell and that Shell Transport Ordinary Shareholders (including the holders of Shell Transport ADRs) are offered 40 per cent. As: (i) there are 2,069,520,000 Royal Dutch Shares in issue at the date of publication of this document (excluding Royal Dutch Shares which have been repurchased and are to be cancelled (a) following approval by holders of Royal Dutch Shares at the Royal Dutch AGM, and (b) subject to mandatory procedures under Dutch law); (ii) no further Royal Dutch Shares will be issued or repurchased between the date of publication of this document and the Scheme Record Time; and (iii) the exchange ratio of ‘‘A’’ Shares to Royal Dutch Shares under the Royal Dutch Offer has been set at 2:1, a total of 4,139,040,000 ‘‘A’’ Shares will be offered to holders of Royal Dutch Shares (i.e. 2,069,520,000 × 2). The number of ‘‘B’’ Shares offered to Shell Transport Ordinary Shareholders (including the holders of Shell Transport ADRs) pursuant to the Scheme must represent 40 per cent. of the total number of Royal Dutch Shell Shares to be offered in the Transaction. Therefore, the total number of ‘‘A’’ Shares being offered to holders of Royal Dutch Shares (4,139,040,000) must be divided by 60 and then multiplied by 40 to give the total number of ‘‘B’’ Shares to be offered pursuant to the Scheme. The result of this calculation is then divided by the total number of Shell Transport Ordinary Shares (including (i) Shell Transport Ordinary Shares held by the holders of Shell Transport ADRs Depositary and (ii) Shell Transport Ordinary Shares to which holders of Shell Transport Bearer Warrants are entitled) to give the exchange ratio for the Shell Transport Shares. This exchange ratio has been rounded to nine decimal places in order to enable the necessary calculations. This rounding will have a negligible impact on the entitlement of Shell Transport Ordinary Shareholders or the holders of Shell Transport Bearer Warrants. As: (i) there are 9,603,350,000 Shell Transport Ordinary Shares in issue at the date of publication of this document; and (ii) no further Shell Transport Ordinary Shares will be issued or repurchased between the date of publication of this document and the Scheme Record Time, a total of 2,759,360,000 ‘‘B’’ Shares will be offered to Shell Transport Ordinary Shareholders (including the Shell Transport ADRs) and holders of Shell Transport Bearer Warrants pursuant to the Scheme.

5.5 Background to the Transaction Following the announcements made on 5 March 2004, 18 March 2004 and 17 June 2004, a review of the structure and overall governance of Royal Dutch, Shell Transport and the Royal Dutch/Shell Group was carried

21 out by the Steering Group drawn from the Royal Dutch Boards and the Shell Transport Board. The Steering Group was chaired by Lord Kerr of Kinlochard and its other members were Maarten van den Bergh, Sir Peter Job, Jonkheer Aarnout Loudon and Jeroen van der Veer. The terms of reference of the Steering Group were to consider: (i) how to simplify the Royal Dutch Boards, the Shell Transport Board and the boards of the Royal Dutch/Shell Group holding companies and the management structures of the Royal Dutch/Shell Group; (ii) how decision-making processes and accountability could be improved; and (iii) ways in which effective leadership for the Royal Dutch/Shell Group as a whole could be enhanced. The Steering Group was assisted by the Working Group of senior ﬁnance, accounting and legal personnel from the Royal Dutch/Shell Group. The Steering Group and the Working Group received corporate ﬁnancial advice from Citigroup and Rothschild and legal advice from De Brauw Blackstone Westbroek N.V., Slaughter and May and Cravath, Swaine & Moore LLP on matters under Dutch, English and US law, respectively. The Steering Group considered a wide range of possible structures to meet the objectives of the review. Members of the Steering Group also heard the views of a large number of shareholders from The Netherlands, the UK, the US and elsewhere, and also met with shareholders bodies in The Netherlands and the UK. The Royal Dutch Boards and the Shell Transport Board carefully considered the results of the review and the options for the future structure of the Royal Dutch/Shell Group and unanimously agreed, in principle, to recommend the Transaction to their shareholders together with reforms of governance and management, announcing their decision to that effect on 28 October 2004. More detailed information on the background to the Transaction is set out in paragraph 1 of Part XX of the Listing Particulars.

5.6 Reasons for the Transaction In making their decision that Royal Dutch should enter into the Unification Protocol and the Implementation Agreement and propose the Transaction and in making their recommendation that holders of Royal Dutch Shares accept the Royal Dutch Offer and tender their Royal Dutch Shares, the Royal Dutch Boards considered, among other things, the following: ) Terms of the Transaction: the fact that the exchange ratio to be proposed reflects the ownership of the Royal Dutch/Shell Group by Royal Dutch and Shell Transport and the other terms of the Unification Protocol and Implementation Agreement. ) Advice and opinion of financial advisors: the written opinion of ABN AMRO addressed to the Royal Dutch Boards that, as at 27 October 2004, the exchange ratio to be used in the Royal Dutch Offer was fair, from a financial point of view, to holders of Royal Dutch Shares, and the corporate finance advice provided by Citigroup and Rothschild. ABN AMRO confirmed its opinion by delivering a written opinion dated 13 May 2005 to the Royal Dutch Boards. The full text of the written opinions of ABN AMRO are set out in Part 9 and sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by ABN AMRO in rendering its opinion. ) Increased clarity and simplicity of governance: the belief that the Transaction will result in a clearer and simpler governance structure, including: — a single, smaller board initially comprised of 10 non-executive directors and 5 executive directors; and — a simplified senior management structure with a single Non-Executive Chairman of the Board and a single Chief Executive and clear lines of authority. This structure will eliminate any need for the Conference and for the executive committee (as the successor to the committee of managing directors) to be internally accountable to two separate public company boards, each of which has its own chairman. After Completion, the executive committee of Royal Dutch Shell would be responsible for the overall business and affairs of Royal Dutch Shell and

22 have the final authority in all matters of management that are not within the duties and authorities of the Royal Dutch Shell Board or Royal Dutch Shell Shareholders. ) Increased accountability: the expectation that the Transaction will lead to increased accountability and clarify lines of authority. This is expected to result from the fact that following Completion the executive committee of Royal Dutch Shell will report through the Chief Executive to a single board of directors with a single non-executive Chairman. ) Increased management efficiency: the belief that the Transaction will increase the efficiency of decision- making and management processes generally, including through the elimination of dual corporate headquarters in favour of a single corporate headquarters, the elimination of duplication and the centralisation of functions. ) Tax treatment: the fact that (a) the exchange of Royal Dutch Shares in the Transaction would not be subject to tax for Dutch and U.S. federal income tax purposes and (b) the Transaction would be broadly tax neutral for the Royal Dutch/Shell Group. See Part 11 for a description of the material tax consequences of the Royal Dutch Offer to Dutch and UK holders of Royal Dutch Shares and of the ownership and disposal of ‘‘A’’ Shares received pursuant to the Royal Dutch Offer. ) Expected accounting treatment: the fact that it was expected that the Transaction would be accounted for on an historical cost (or carry-over) basis under IFRS and US GAAP rather than as a business combination (see Part XVII of the Listing Particulars for a more detailed explanation of the accounting treatment of the Transaction). ) Index inclusion: the fact that the Royal Dutch Shell Shares would be expected to be included in the FTSE All-Share and FTSE 100 indices with a weighting reflecting its full market capitalisation (i.e., both ‘‘A’’ Shares and ‘‘B’’ Shares). Because these indices are widely tracked by investors, this inclusion is expected to have a positive impact upon the overall demand for Royal Dutch Shell Shares. ) Flexibility in issuing equity and debt: the fact that the Transaction would result in a single publicly traded entity that would facilitate equity and debt issuances, including on a SEC-registered basis. As described in paragraph 1 of Part XX of the Listing Particulars, the existing structure or an enhanced dual- listed company structure would present significant issues under US tax law that would likely make it difficult or impossible in many cases to ensure that stock-for-stock acquisitions would be tax free in the US, while the single parent company structure would not generally present these problems. The existence of a single parent company that is an SEC registrant will facilitate the issuance of registered debt securities by avoiding any need for multiple obligors or guarantors.(1) In the course of their deliberations, the Royal Dutch Boards also considered certain potentially negative factors relevant to the Transaction, including: ) Two classes of shares: the fact that following the Transaction, Royal Dutch Shell would have two classes of ordinary shares outstanding, which may trade at different prices partially as a result of the fact that holders of ‘‘A’’ Shares will receive Dutch source dividends and holders of ‘‘B’’ Shares are expected to receive UK source dividends (pursuant to the Dividend Access Mechanism) and that these may be different levels of incremental demand from investors (including funds) that track stocks included in the FTSE 100 Index. ) Likelihood of Royal Dutch minority: the likelihood that there would be remaining public holders of Royal Dutch Shares following Completion, which would result in on-going reporting and administrative costs until and unless such Royal Dutch Shares are acquired. ) Elimination from Eurozone-only stock indices: the risk that Royal Dutch Shell Shares would not be included in Eurozone-only indices such as the Dow Jones EuroStoxx 50 index, which would result in the selling of Royal Dutch Shares or ‘‘A’’ Shares by investment funds and other investors that track those indices. Royal Dutch Shell Shares would not generally be included in Eurozone-only indices because companies incorporated in England and Wales are generally not eligible for such indices.

(1) However, any further issue of additional ‘‘B’’ Shares will only be made after prior consultation with the Dutch Revenue Service.

23 ) Other risk factors: the other risks to holders of Royal Dutch Shell Shares described in Part II of the Listing Particulars. These include among others the fact that the trading prices of Royal Dutch Shell Shares and/or Royal Dutch Shell ADRs may be subject to fluctuation, the fact that Royal Dutch Shell may not realise the anticipated benefits of the Transaction, the fact that the ‘‘A’’ Shares and the ‘‘B’’ Shares may trade at different prices, the fact that Royal Dutch Shell may in the future have a dividend policy that differs from Royal Dutch and/or Shell Transport’s historical policy and the steps that Royal Dutch Shell may take in the future to acquire the remaining public minority holders of Royal Dutch Shares, such as corporate restructuring transactions, changes to the Royal Dutch Articles and public or private exchanges or tender offers or other purchasers. The discussion of the information and factors considered by the Royal Dutch Boards in making their decisions is not intended to be exhaustive but is believed to include all material factors considered. In view of the wide variety of factors considered in connection with their evaluation of the Transaction and the complexity of these matters, the Royal Dutch Boards did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to these factors. In addition, individual members of the Royal Dutch Boards may have given different weight to different factors.

5.7 Implementation Agreement The Implementation Agreement governs the implementation of the Transaction and was executed by Royal Dutch, Shell Transport and Royal Dutch Shell on 18 May 2005. Key provisions of the Implementation Agreement include: Statement of principles Royal Dutch and Shell Transport have acknowledged the following statement of principles as a means of changing the relationship between them: ‘‘Mindful of the advantages conferred on their shareholders, businesses, employees and other stakeholders by the national origins of Royal Dutch and Shell Transport and their respective cultures and heritage, and anxious that those advantages are not lost in future, while being conscious of the international character and business of the Royal Dutch/Shell Group, Royal Dutch and Shell Transport will use all reasonable endeavours to ensure that proper account shall be taken in the creation and conduct of Royal Dutch Shell, of the national origins, cultures and heritage of Royal Dutch and Shell Transport, in particular with respect to: (i) the business principles by which business is conducted; (ii) the appointment of Royal Dutch Shell directors; (iii) Royal Dutch Shell’s governance; (iv) the terms of reference of any committee of the Royal Dutch Shell Board; and (v) the drafting of any agreements by which the new structure is implemented.’’ Communications with holders of Royal Dutch Shell Shares and General Meetings To accomplish the objectives envisaged by the statement of principles described above, Royal Dutch Shell, Royal Dutch and Shell Transport have agreed that the Royal Dutch Shell Annual Report and Accounts will be in English and a Dutch translation will be made available on request. All other Royal Dutch Shell Shareholders publications will be produced in English with a Dutch translation being made available should the Royal Dutch Shell Board consider it appropriate to do so. Furthermore, Royal Dutch Shell, Royal Dutch and Shell Transport have agreed that General Meetings will generally be held in The Netherlands, drawing as necessary on technological links to permit active two-way participation by persons physically present in the UK and The Netherlands. Conditions of the Transaction Royal Dutch, Shell Transport and Royal Dutch Shell have agreed that completion of the Transaction is conditional upon the Royal Dutch Offer becoming unconditional and the Scheme becoming effective in accordance with their terms by not later than 31 December 2005 (or such later date as the parties may agree and the High Court may allow). Royal Dutch, Shell Transport and Royal Dutch Shell have agreed that the Royal Dutch Offer and the Scheme shall be conditional upon the satisfaction (or waiver where permitted by the terms thereof) of the various conditions. Furthermore, Royal Dutch, Shell Transport and Royal Dutch Shell have agreed, subject to their respective directors’ ﬁduciary duties, to use all reasonable endeavours to implement the Transaction in the form described in the Offer Documents, the Shell Transport Scheme Documents and the Listing Particulars and as otherwise provided in the Implementation Agreement, provided that the Implementation Agreement does not create any enforceable obligations against any party other than Royal Dutch, Shell Transport and Royal Dutch Shell. Conduct of business Royal Dutch, Shell Transport and Royal Dutch Shell have undertaken that, between the date of the Implementation Agreement and Completion (or, if earlier, termination of the Implementation

24 Agreement) they will conduct business in the ordinary and usual course and will not, subject to the fiduciary duties of their directors, take any step which might jeopardize or hinder Completion. The Royal Dutch Offer and the Scheme Royal Dutch Shell has agreed with Royal Dutch and Shell Transport to make the Royal Dutch Offer on the terms set out in the Offer Documents. Royal Dutch has agreed, subject to its directors’ fiduciary duties, to use all reasonable endeavours to procure the satisfaction of the conditions to the Royal Dutch Offer and to implement the Royal Dutch Offer in accordance with its terms as set out in the Offer Documents. In addition, Royal Dutch Shell has agreed not to vary, terminate or withdraw the Royal Dutch Offer or to waive the conditions to the Royal Dutch Offer or to determine whether such conditions have been satisfied without the prior written consent of Royal Dutch and Shell Transport. Similarly, Shell Transport has agreed, subject to its directors’ fiduciary duties, to use all reasonable endeavours to procure the satisfaction of the conditions to the Scheme and to implement the Scheme in accordance with its terms as set out in the Shell Transport Scheme Documents with or subject to any modification, addition or condition approved or imposed by the High Court. Shell Transport has agreed not to vary (including accepting any modification, addition or condition imposed by the High Court), terminate or withdraw the Scheme or to waive the conditions to the Scheme or to determine whether any of the conditions to the Scheme have been satisfied without the prior written consent of Royal Dutch. Constitution and governance Royal Dutch Shell, Royal Dutch and Shell Transport have agreed that Royal Dutch Shell will adopt certain corporate governance arrangements and that it will comply with such arrangements. These governance arrangements relate to: ) The role, appointment, composition and responsibilities of the Royal Dutch Shell Board;

) The role and responsibilities of the non-executive Directors; ) The establishment and composition of committees of the Royal Dutch Shell Board; ) Meetings of the Royal Dutch Shell Directors and committees of the Royal Dutch Shell Board; ) The appointment and responsibilities of the Chairman and Deputy Chairman of the Royal Dutch Shell Board; ) The appointment, suspension and removal of the Chief Executive of Royal Dutch Shell; ) The responsibilities, authorities and accountability of the Chief Executive and the executive committee of Royal Dutch Shell; and ) The composition and meetings of the executive committee. The exact terms of the corporate governance arrangements agreed by Royal Dutch, Shell Transport and Royal Dutch Shell are outlined in Schedule 2 of the Implementation Agreement which is attached as Annex 1 to this document. Termination of Existing Agreements Royal Dutch and Shell Transport have agreed that, with effect from Completion, all Existing Agreements between them will terminate automatically. Termination Royal Dutch may terminate the Implementation Agreement in the event that the resolution approving the Scheme is not passed at the Court Meeting by the requisite majority. Furthermore, the Implementation Agreement will terminate automatically if a resolution approving the Implementation Agreement is put to the holders of Royal Dutch Shares and is not approved by the requisite majority. In addition, if, by 31 December 2005, any of the conditions to the Scheme or the Royal Dutch Offer have not been satisﬁed or waived in accordance with their terms or the Transaction has not become effective in accordance with its terms, the Implementation Agreement may be terminated by either Royal Dutch or Shell Transport. Shell Transport has undertaken not to proceed with the Scheme and to withdraw the Scheme in the event that prior to the Hearing Date the Implementation Agreement is terminated in accordance with its terms. Governing law and arbitration The Implementation Agreement is governed by English law and disputes are to be settled by arbitration to be held in The Hague in accordance with the UNCITRAL Arbitration Rules, the authority being the International Chamber of Commerce’s International Court of Arbitration.

25 5.8 Conditions The Transaction can only become effective if all (i) the conditions to the Royal Dutch Offer and (ii) the conditions to the Scheme(2) have, in each case, been satisfied or, to the extent permitted by applicable law and the Implementation Agreement, waived. In addition, Shell Transport has undertaken not to proceed with the Scheme and to withdraw the Scheme in the event that prior to the Hearing Date, the Implementation Agreement is terminated in accordance with its terms. When these conditions have been satisfied or to the extent permitted by applicable law and the Implementation Agreement waived, the Transaction will become effective upon the registration of the Order at the Registrar of Companies in England and Wales which, subject to the sanction of the Scheme by the High Court, is expected to occur on 20 July 2005. All conditions to the Royal Dutch Offer other than the Scheme Condition set out in clause (i) below must be satisfied or waived on or before the Royal Dutch Offer Acceptance Closing Date (although it may not be possible to determine whether the condition set out in clause (a) below has been satisfied until immediately after the Royal Dutch Offer Acceptance Closing Date). In order to facilitate the concurrent completion of the Royal Dutch Offer and the Scheme, the Scheme Condition will survive the Royal Dutch Offer Acceptance Period (subject to extension thereof) for up to five Euronext Amsterdam Trading Days. Unless the Scheme becomes effective by 31 December 2005, or such later date as Royal Dutch Shell, Shell Transport and Royal Dutch may agree and the High Court may allow, the Scheme will not become effective and the Transaction will not proceed. The Royal Dutch Offer will be declared unconditional (gestand gedaan) if the following conditions are fulfilled, or to the extent permitted by applicable law and the Implementation Agreement, waived. The Royal Dutch Offer is conditional upon: (a) the number of Royal Dutch Shares that have been validly tendered for exchange before the expiry of the Royal Dutch Offer Acceptance Period and that have not been withdrawn representing at least 95 per cent. of the issued share capital of Royal Dutch that is then outstanding; (b) the ‘‘A’’ Shares and the ‘‘B’’ Shares being authorised for listing on Euronext Amsterdam subject to the Royal Dutch Offer being declared unconditional (gestanddoening); (c) the admission to the Official List of the ‘‘A’’ Shares and the ‘‘B’’ Shares becoming effective in accordance with the Listing Rules or (if Royal Dutch Shell and Shell Transport so determine and subject to the consent of the Panel) the UK Listing Authority agreeing or confirming its decision to admit such ‘‘A’’ Shares and ‘‘B’’ Shares to the Official List, and the London Stock Exchange agreeing to admit the ‘‘A’’ Shares and ‘‘B’’ Shares to trading subject only to (a) the re-classification of the appropriate number of Euro Deferred Shares as ‘‘A’’ Shares; (b) the allotment of such ‘‘B’’ Shares; and/or (c) the Scheme becoming effective; (d) the Royal Dutch Shell ADRs to be issued in connection with the Transaction being approved for listing on the New York Stock Exchange, subject to official notice of issuance; (e) prior to the expiry of the Royal Dutch Offer Acceptance Period, no notification being received from the AFM that the Royal Dutch Offer has been made in conflict with Chapter IIA of the 1995 Securities Act in which case the Admitted Institutions pursuant to article 32a of the 1995 Securities Decree, would not be allowed to co-operate with the execution and settlement of the Royal Dutch Offer; (f) prior to the expiry of the Royal Dutch Offer Acceptance Period, the Royal Dutch AGM being held in accordance with Dutch law to inform holders of Royal Dutch Shares about the Royal Dutch Offer and the Royal Dutch AGM having resolved to approve the entering into by Royal Dutch of the Implementation Agreement; (g) all necessary filings or applications having been made in connection with the Transaction and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Transaction other than those set out in the condition in paragraph 5.8(h); (h) the US Registration Statement relating to the ‘‘A’’ Shares and the registration statements on Form F-6 relating to the Royal Dutch Shell ADRs having become effective in accordance with the provisions of

(2) For a description of the conditions to the Scheme see Annex 4 to this document.

26 the US Securities Act, no stop order suspending the effectiveness of the US Registration Statement or the registration statements on Form F-6 having been issued by the SEC and no proceedings for that purpose having been initiated or threatened by the SEC and not concluded or withdrawn; and

(i) the sanction (with or without modiﬁcation) by the High Court of the Scheme and the registration by the Registrar of Companies in England and Wales of the Order.

The conditions (e), (h) and (i) above may not be waived. The remaining conditions may be waived by Royal Dutch Shell. Royal Dutch Shell has agreed in the Implementation Agreement not to waive the conditions of the Royal Dutch Offer or to determine whether such conditions have been satisﬁed without the prior written consent of Royal Dutch and Shell Transport.

Subject to the satisfaction or, to the extent permitted, waiver of all of the conditions to the Royal Dutch Offer other than the Scheme Condition, it is expected that a public announcement will be made by Royal Dutch Shell, on or immediately prior to the Hearing Date, which is expected to be 19 July 2005, stating that the Royal Dutch Offer is declared to be unconditional (gestand wordt gedaan), subject to and immediately upon the satisfaction of the Scheme Condition, in which case the Royal Dutch Offer is thereafter automatically declared to be unconditional (gestand gedaan) upon registration of the Order by the Registrar of Companies in England and Wales. It is expected that as soon as practicable following the Royal Dutch Offer being automatically declared to be unconditional (gestand gedaan), a public announcement will be made by Royal Dutch Shell to conﬁrm this. Such announcement is expected to be made on 20 July 2005, subject to extension of the Royal Dutch Offer Acceptance Period.

Royal Dutch Shell reserves the right to reduce or waive the condition set out above under (a). In accordance with US federal securities law requirements, Royal Dutch Shell will make an announcement ﬁve US Business Days prior to the date on which any reduction in the level of acceptance may be effected, stating the percentage to which the condition set above under (a) may be reduced. Any such announcement will be made through a press release and by placing an announcement in a newspaper of national circulation in the United States and the Netherlands. Any such announcement will advise shareholders to withdraw their acceptances immediately if their willingness to accept the Royal Dutch Offer would be affected by a reduction in the level of acceptance. The Royal Dutch Offer will be open for acceptances for at least ﬁve US Business Days after any reduction in the level of acceptance, which period may include the Subsequent Acceptance Period, if one is offered.

5.9 Acceptance, withdrawal rights and settlement

Royal Dutch Offer Acceptance Period, extension and Subsequent Acceptance Period

The Royal Dutch Offer Acceptance Period begins on 20 May 2005 and ends, subject to extension, on 18 July 2005, 11:00 p.m. Amsterdam time (5:00 p.m. New York City time).

Any extension of the Royal Dutch Offer Acceptance Period will be announced no later than the next Euronext Amsterdam Trading Day after the Royal Dutch Offer Acceptance Closing Date. An extension may be decided upon by Royal Dutch Shell, following agreement with Royal Dutch and Shell Transport, prior to the Royal Dutch Offer Acceptance Closing Date. An extension of the Royal Dutch Offer Acceptance Period may also be required by applicable Dutch and US federal securities laws.

Royal Dutch Shell reserves the right to announce an additional period of up to 15 Euronext Amsterdam Trading Days in length and no longer than 20 US Business Days, during which holders of Royal Dutch Shares may tender Royal Dutch Shares not yet tendered during the Royal Dutch Offer Acceptance Period. It is currently anticipated that if Royal Dutch Shell decides to offer a Subsequent Acceptance Period, an announcement to this effect will be made on or around the Honouring Date. A Subsequent Acceptance Period is an additional period of time, following the expiration of the Royal Dutch Offer Acceptance Period (whether or not extended), during which the holders of Royal Dutch Shares may tender Royal Dutch Shares not yet tendered during the Royal Dutch Offer Acceptance Period. No withdrawal rights will apply to Royal Dutch Shares tendered during such Subsequent Acceptance Period. The Royal Dutch Shares tendered during the Subsequent Acceptance Period will be promptly accepted for exchange by Royal Dutch Shell.

27 Acceptance Please see paragraph 12.4 of Part 12 for a description of how to tender and deliver Royal Dutch Shares under the Royal Dutch Offer. Holders of Royal Dutch New York Registered Shares and US holders of Royal Dutch Bearer Shares and Royal Dutch Hague Registered Shares who wish to tender their Royal Dutch New York Registered Shares, Royal Dutch Bearer Shares and Royal Dutch Hague Registered Shares in the Royal Dutch Offer, should refer to the Section ‘‘The Offer’’ in the US Prospectus for a description of how to tender and deliver their shares.

Withdrawal rights For the withdrawal rights of holders of Royal Dutch Shares who delivered their shares during the Royal Dutch Offer Acceptance Period and the Subsequent Acceptance Period see paragraph 12.5 of Part 12.

Settlement For further details on the initial settlement of the Royal Dutch Shell Shares offered under the Royal Dutch Offer see paragraph 12.7 of Part 12 of this document and paragraph 4 of Part VII of the Listing Particulars.

5.10 Risks to non-tendering holders of Royal Dutch Shares The market for Royal Dutch Shares will be less liquid following Completion, and the value of any retained Royal Dutch Shares may be lower. The market for Royal Dutch Shares will be less liquid following completion of the Royal Dutch Offer, and the value of any retained Royal Dutch Shares may be lower following completion of the Royal Dutch Offer than before the completion of the Royal Dutch Offer. The exchange of Royal Dutch Shares for ‘‘A’’ Shares pursuant to the Royal Dutch Offer will reduce the number of holders of Royal Dutch Shares as well as the number of Royal Dutch Shares that might otherwise trade publicly and, depending upon the number of Royal Dutch Shares so exchanged, will adversely affect the liquidity and market value of the remaining Royal Dutch Shares held by the public. Royal Dutch Shell may also take steps following the Royal Dutch Offer to change the corporate structure or assets of Royal Dutch and these steps could affect the liquidity and trading value of the Royal Dutch Shares.

Royal Dutch Shell may be able to use Dutch squeeze-out proceedings to acquire the Royal Dutch Shares of non-tendering holders of Royal Dutch Shares. If the number of Royal Dutch Shares that have been validly tendered and not withdrawn represent at least 95 per cent. of the issued share capital of Royal Dutch that is then outstanding, Royal Dutch Shell expects, but is not obliged to, initiate squeeze-out proceedings in accordance with article 2:92a of the Civil Code in order to acquire all Royal Dutch Shares held by minority holders of Royal Dutch Shares against payment of a price in cash to be determined by the court. Under these proceedings, the price paid for Royal Dutch Shares held by minority holders of Royal Dutch Shares will be determined by the Dutch court, which could appoint experts to advise it on the value of the Royal Dutch Shares. Further, if the squeeze-out proceedings are successful, the minority holders of Royal Dutch Shares will be required to transfer their Royal Dutch Shares against payment of the price determined. Also, upon payment of the amount required to purchase the Royal Dutch Shares into a prescribed bank account, Royal Dutch Shell would become the holder of the Royal Dutch Shares by operation of law. The only remaining right of the minority holders of Royal Dutch Shares would be the right to receive payment for their Royal Dutch Shares. If a holder of Royal Dutch Shares does not tender his Royal Dutch Shares in the Royal Dutch Offer and Royal Dutch Shell may be able to effectuate a squeeze-out, the price determined for the purchase of Royal Dutch Shares may or may not be different from what might have been received upon a sale of such Royal Dutch Shares prior to the squeeze-out and may or may not be less than the price that would have been available from the sale of such Royal Dutch Shares in the market. Also, if Royal Dutch Shell is able to effectuate a squeeze-out, the minority holders of Royal Dutch Shares that are purchased in the squeeze-out will loose the ability to have a continuing interest in the RDS Group. For a more detailed explanation of the Dutch squeeze-out proceedings, see paragraph 6.10 of Part 6.

28 Royal Dutch Shell may restructure Royal Dutch after Completion. In addition to the squeeze-out proceedings described above, Royal Dutch Shell would have the right following the Transaction to use any other legally permitted method to obtain 100 per cent. of the Royal Dutch Shares, including engaging in one or more corporate restructuring transactions, such as a merger, liquidation, transfer of assets or conversion of Royal Dutch into another form or corporate entity, or changing the Royal Dutch Articles to alter the corporate or capital structure in a manner beneﬁcial to Royal Dutch Shell, or engaging in one or more transactions with minority holders of Royal Dutch Shares including public or private exchanges or tender offers or purchases for consideration which may consist of Royal Dutch Shell Shares, other securities or cash.

Royal Dutch Shares may be delisted after Completion and Royal Dutch New York Registered Shares may no longer meet NYSE listing requirements. Following Completion and depending on the level of acceptance, Royal Dutch Shell intends to request that Royal Dutch seeks to de-list the Royal Dutch Shares from Euronext Amsterdam and the London Stock Exchange and the Royal Dutch New York Registered Shares from the NYSE, all as soon as reasonably practicable. In addition, depending on the number of Royal Dutch New York Registered Shares acquired pursuant to the Royal Dutch Offer, Royal Dutch New York Registered Shares may no longer be eligible for trading on the New York Stock Exchange. While Royal Dutch Shares could continue to be traded in the over-the-counter market and price quotations could be reported, there can be no assurance that such an over-the-counter market will develop. The extent of the public market for Royal Dutch Shares and the availability of such quotations would depend upon such factors as the number of holders remaining at such time, the interest on the part of securities ﬁrms in maintaining a market in Royal Dutch Shares, and the possible termination of registration of Royal Dutch Shares under the US Exchange Act, which would adversely affect the amount of publicly available information with respect to Royal Dutch.

Dividend policy Royal Dutch may change its dividend policy following completion of the Royal Dutch Offer. The holders of Royal Dutch Shares should be aware that there can be no assurance that Royal Dutch will continue to declare dividends to the shareholders at the same rate and/or frequency in the future as it has in the past, or that any dividends declared on the Royal Dutch Shares will be equivalent (giving effect to the exchange ratio) to dividends paid on Royal Dutch Shell Shares. For a description of other risks associated with the Transaction and with the businesses of the Royal Dutch/ Shell Group see Part II of the Listing Particulars.

5.11 Intended changes to the Royal Dutch Boards and Royal Dutch Articles At the Royal Dutch AGM, the holders of Royal Dutch Shares will be asked to resolve upon a proposal to amend the Royal Dutch Articles (for further information see Part 7). The proposed amendment will include the replacement of Royal Dutch’s current two-tier board structure, under which the Royal Dutch Board of Management is supervised by the Royal Dutch Supervisory Board, by a one-tier structure. In this one-tier structure the Royal Dutch Board of Management will consist of executive and non-executive directors and the Royal Dutch Supervisory Board will be abolished. As a consequence of its abolition, the members of the Royal Dutch Supervisory Board will resign by operation of law. Subject to its approval of the resolution to amend the Royal Dutch Articles, the Royal Dutch AGM will be asked to resolve upon the appointment of the non-executive directors of the Royal Dutch Board of Management. The intended composition of the Royal Dutch Board of Management as per the date of the amendment of the Royal Dutch Articles becoming effective, is as follows: Jeroen van der Veer and Linda Cook as executive directors and Aad Jacobs, Jonkheer Aarnout Loudon, Christine Morin-Postel and Lawrence Ricciardi as non-executive directors. In the event that the Royal Dutch Offer is not declared unconditional (niet gestand wordt gedaan), the Royal Dutch Board of Management will reconsider its composition taking into account the circumstances at that time.

29 5.12 Employees, works councils and trade unions As at 13 May 2005 (the last practicable date prior to the publication of this document) neither Royal Dutch nor Shell Transport had any employees. For details of the average number of employees of the Royal Dutch/Shell Group in the years 2002, 2003 and 2004, see paragraph 5 of Part XI of the Listing Particulars. Consultations have taken place with the trade unions involved and the secretariat of the Social Economic Council (Sociaal-Economische Raad) has been informed of the Transaction in accordance with the SER Merger Code 2000 (SER Fusiegedragsregels 2000). Furthermore, the competent works council within Royal Dutch has been consulted regarding certain aspects of the Transaction, and has rendered positive advice.

5.13 Royal Dutch/Shell Group Share Plans The intention is to provide for rollovers of participants’ existing options or other rights over Royal Dutch Shares or Shell Transport Ordinary Shares into equivalent rights over Royal Dutch Shell Shares where possible and subject to local legal requirements. Such rollovers will be effected using the same exchange ratios as are being used in the Royal Dutch Offer and in the Scheme. This will enable the participants to maintain their interests in the RDS Group. The exchanged options or rights over ‘‘A’’ Shares will, so far as possible, be on equivalent terms as to rights of exercise and other substantive terms and conditions as the existing options or rights over Royal Dutch Shares or Shell Transport Ordinary Shares. It is not intended that the rollovers will lead to any amendments of the terms of the existing options or other rights over Royal Dutch Shares or Shell Transport Ordinary Shares. Where there is no ability for Royal Dutch or Shell Transport to require rollover under the rules of the plans (for example under certain stock option plans), a rollover will be made available. In relation to the UK Sharesave Scheme there will also be a right of exercise triggered by the Transaction. In relation to the Australian Plan certain participants will not be able to rollover their Royal Dutch Shares into Royal Dutch Shell Shares. Participants in the Royal Dutch/Shell Group Share Plans will receive further details about the effect of the Transaction on their rights in a separate communication. For the total number of outstanding options over Royal Dutch Shares see paragraph 6.2 of Part XI of the Listing Particulars. For the interests of the members of the Royal Dutch Boards in relation to Royal Dutch Shares see paragraph 2.4 of Part XI and paragraph 4 of Part XXI of the Listing Particulars. Further details in relation to the Royal Dutch/Shell Group Share Plans, including details of outstanding options over Shell Transport Shares as at 31 December 2004, can be found in paragraph 10 of Part VI and in paragraph 6 of Part XI of the Listing Particulars.

30 6. INFORMATION ABOUT ROYAL DUTCH SHELL

6.1 History and development of Royal Dutch Shell

The Transaction will result in Royal Dutch Shell becoming the parent company of Royal Dutch and Shell Transport and, through Royal Dutch and Shell Transport, the Royal Dutch/Shell Group.

Royal Dutch Shell was incorporated in England and Wales under the Companies Act on 5 February 2002, as a private company limited by shares under the name Forthdeal Limited. On 27 October 2004, it re-registered as a public company limited by shares and changed its name to Royal Dutch Shell plc.

The primary object of Royal Dutch Shell is to carry on the business of a holding company. Royal Dutch Shell has not traded since incorporation.

Royal Dutch Shell is registered at Companies House, Cardiff with company number 04366849, and in the commercial register of the Chamber of Commerce, The Hague under number 34179503. Its registered ofﬁce is at Shell Centre, London SE1 7NA, UK and its headquarters are at Carel van Bylandtlaan 30, 2596 HR, The Hague, The Netherlands, tel.: +31(0) (70) 377 9111. Royal Dutch Shell has its headquarters in The Netherlands and consequently is considered a resident of The Netherlands for Dutch and UK tax purposes.

6.2 Royal Dutch Shell Shares Description of types and classes of Royal Dutch Shell Shares

Royal Dutch Shell will have two classes of ordinary shares, ‘‘A’’ Shares and ‘‘B’’ Shares. The ‘‘A’’ Shares and the ‘‘B’’ Shares will have identical rights, as set out in the Royal Dutch Shell Articles, except in relation to the Dividend Access Mechanism (see paragraph 8.4 of Part VII of the Listing Particulars). The ISIN of the ‘‘A’’ Shares will be GB00B03MLX29. The ISIN of the ‘‘B’’ Shares will be GB00B03MM408.

Assuming full acceptance of the Royal Dutch offer during the Royal Dutch Offer Acceptance Period, following Completion, Royal Dutch Shell’s authorised share capital will consist of (i) £50,000 divided into 50,000 Sterling Deferred Shares of £1 each; and (ii) 4700,000,000 divided into 4,139,640,000 ‘‘A’’ Shares of 40.07 each and 2,759,360,000 ‘‘B’’ Shares of 40.07 each; and 3,101,000,000 unclassiﬁed shares of 40.07 each to be classiﬁed on allotment as ‘‘A’’ Shares or ‘‘B’’ Shares at the discretion of the Royal Dutch Shell Board upon allotment. Any further issue of additional ‘‘B’’ Shares will only be made after prior consultation with the Dutch Revenue Service.

The Royal Dutch Shell Shares will be credited as fully paid and free from all liens, equities, charges, encumbrances and other interests and will rank in full for all dividends and distributions on the ordinary share capital of Royal Dutch Shell declared, made or paid after the Effective Date.

See for further details of the share capital of Royal Dutch Shell paragraph 1 of Part XXI of the Listing Particulars.

Manner of trading in and holding of Royal Dutch Shell Shares

See for further information on the manner of trading in and holding of Royal Dutch Shell Shares paragraphs 5 and 6 of Part VII of the Listing Particulars.

6.3 Royal Dutch Shell Board and management

Royal Dutch Shell has a single-tier board of directors headed by a non-executive Chairman, with management led by a Chief Executive.

The Royal Dutch Shell Board comprises ten non-executive Directors (including the Chairman) and ﬁve executive directors (including the Chief Executive and the Chief Financial Ofﬁcer). Further details are set out in paragraph 1 of Part XI of the Listing Particulars.

31 Chairman and Chairman of the Nomination and Succession Committee Aad Jacobs Deputy Chairman and senior independent Non-executive director ***** Lord Kerr of Kinlochard Chief Executive ********************************************** Jeroen van der Veer Chief Financial Officer **************************************** Peter Voser Executive director, Exploration and Production ******************** Malcolm Brinded Executive director, Gas & Power ******************************** Linda Cook Executive director, Oil Products and Chemicals ******************** Rob Routs Non-executive director **************************************** Maarten van den Bergh Non-executive director **************************************** Sir Peter Burt Non-executive director **************************************** Mary (Nina) Henderson Non-executive director **************************************** Sir Peter Job Non-executive director and Chairman of the Social Responsibility Committee ************************************************ Wim Kok Non-executive director and Chairman of the Remuneration Committee **** Jonkheer Aarnout Loudon Non-executive director **************************************** Christine Morin-Postel Non-executive director and Chairman of the Audit Committee ******** Lawrence Ricciardi Aad Jacobs is the non-executive Chairman of Royal Dutch Shell with responsibility for leadership of the Royal Dutch Shell Board. Aad Jacobs will be the Chairman until his previously planned retirement at the Royal Dutch Shell General Meeting in 2006 when it is envisaged that he will be succeeded by an external appointee. The search for his successor has commenced. Jeroen van der Veer will lead Royal Dutch Shell as Chief Executive. He is already acting as Group Chief Executive of the Royal Dutch/Shell Group Chief Executive. Reporting to Jeroen van der Veer are: Peter Voser, the Chief Financial Officer; Malcolm Brinded, Executive director of Exploration and Production; Linda Cook, Executive director of Gas & Power; and Rob Routs, Executive director of Oil Products and Chemicals. Jeroen van der Veer chairs an Executive Committee comprising himself and the four executive directors named above. All the non-executive directors of Royal Dutch Shell are considered to be independent, with the exception of Maarten van den Bergh who was previously a Managing Director and President of Royal Dutch, and currently serves as a Managing Director of Shell Petroleum N.V. Six of the ten non-executive directors on the Royal Dutch Shell Board have been drawn from the seven members of the Royal Dutch Supervisory Board; four have been drawn from the nine non-executive directors of the Shell Transport Board. Five of the ten non-executive directors are expected to be replaced by 2008, namely the Chairman in 2006 and two more in each of 2007 and 2008. The retiring non-executive directors will be replaced by candidates with the appropriate experience and qualifications to ensure the continued effectiveness of the Royal Dutch Shell Board’s supervision of the RDS Group.

Board practices There are four Royal Dutch Shell Board committees made up of non-executive directors. These are the Nomination and Succession Committee, the Audit Committee, the Remuneration Committee and the Social Responsibility Committee.

Nomination and Succession Committee The Nomination and Succession Committee makes recommendations to the Royal Dutch Shell Board on all board appointments and re-appointments. The Nomination and Succession Committee regularly reviews the structure, size and composition (including the required skills, knowledge and experience) of the Royal Dutch Shell Board and makes recommendations with regard to any adjustment deemed necessary. It evaluates, prior to an appointment being made, the skills, knowledge and experience on the Royal Dutch Shell Board and deﬁnes the role and the capabilities required for a particular appointment. It is responsible for identifying and nominating suitable candidates for the approval of the Royal Dutch Shell Board to ﬁll vacancies as and when the arise. The Nomination and Succession Committee keeps under review the leadership needs of Royal Dutch Shell.

32 The Nomination and Succession Committee also makes recommendations to the Royal Dutch Shell Board concerning the succession plans for both executive directors and non-executive directors, on the re-appointment of any non-executive director at the conclusion of the specified term of office and on any matters relating to the continuation in office of any director. The Nomination and Succession Committee also makes recommendations on the appointment of the chairman of each of the Audit Committee, the Remuneration Committee and the Social Responsibility Committee and, in consultation with the chairman of the relevant committee, the membership of those committees. It also makes recommendations in respect of the corporate governance guidelines for Royal Dutch Shell and monitors compliance with corporate governance requirements and makes recommendations in respect of disclosures relating to corporate governance and its appointment processes. The members of the Nomination and Succession Committee are Aad Jacobs (Chairman), Lord Kerr of Kinlochard and Jonkheer Aarnout Loudon.

Audit Committee The Audit Committee assists the Royal Dutch Shell Board in fulfilling its responsibilities in relation to internal control, and the financial reporting, and carries out certain oversight functions on behalf of the Royal Dutch Shell Board. It is charged with considering the effectiveness of the RDS Group’s risk based internal control system. It monitors compliance with applicable external legal and regulatory requirements, the Shell Statement of General Business Principles and Code of Ethics. It has a duty to discuss with the RDS Group Chief Financial Officer, the RDS Group controller and the external auditors issues regarding accounting policies and practices. It reviews and discusses the integrity of the financial statements with management and the external auditors. It reviews, in conjunction with management, the policies of Royal Dutch Shell with respect to earnings releases, financial performance information and earnings guidance, reserves accounting and reporting and significant financial reporting issues. It establishes and monitors the implementation of procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing or other matters, including mechanisms for the confidential or anonymous submission of related concerns by employees, ensuring that these procedures provide for proportionate and independent investigation of such matters and appropriate follow up action. It monitors the effectiveness of the procedures of Royal Dutch Shell for internal control over financial reporting. The Audit Committee reviews and assesses the internal audit function’s remit, the appropriateness of internal audit strategies and the annual internal audit plan. It monitors the execution and results of the audit plan. It reviews and assesses management’s response to audit findings and recommendations. It discusses the adequacy of the risk management and internal control system of Royal Dutch Shell and any significant matters arising from the internal audit with the chief internal auditor, management and the external auditors. It monitors the qualifications, expertise, resources and work structure of the internal audit function. It considers the standards employed by the internal audit function, quality assurance procedures and auditor competence. It assesses annually the performance of the chief internal auditor, including the role and effectiveness of internal audit in the overall context of the risk management and internal control systems of the RDS Group. The Audit Committee makes recommendations to the Royal Dutch Shell Board for it to put to the Royal Dutch Shell Shareholders for approval in General Meetings, in relation to the appointment, re-appointment and removal of the external auditors. It investigates the issues giving rise to any resignation of the external auditors and considers whether any action is required. It reviews and approves the engagement letter for the external auditors. It monitors the execution and results of the audit. It also monitors the qualifications, expertise, resources and independence of the external auditors and assesses annually the performance and effectiveness of the external auditors. It establishes and monitors policies for and external disclosures in respect of the pre-approval of all audit services and permissible non-audit services to be provided by the external auditors and the hiring of employees or former employees of the external auditors. It obtains annually a report from the external auditors describing all relationships between the external auditors and Royal Dutch Shell and material issues raised by internal quality control reviews or by any external inquiry or investigation. The Audit Committee updates the Royal Dutch Shell Board about its activities after each Audit Committee meeting. Where the Audit Committee is not satisfied with any aspect of risk management and internal control, financial reporting or audit related activities, it reports to the Royal Dutch Shell Board. The Audit Committee is

33 also responsible for bringing to the attention of the Royal Dutch Shell Board material issues regarding accounting, internal accounting controls or auditing. It is responsible for describing in the annual report how it has discharged its responsibilities and how auditor objectivity and independence has been safeguarded.

The members of the Audit Committee are Lawrence Ricciardi (Chairman), Sir Peter Burt, Mary (Nina) Henderson and Christine Morin-Postel.

Remuneration Committee

The Remuneration Committee determines and agrees with the Royal Dutch Shell Board the remuneration policy and individual remuneration packages for the Chairman, the Chief Executive and the executive directors. It monitors the remuneration for other senior executives and makes recommendations if appropriate.

The Remuneration Committee determines and agrees with the Royal Dutch Shell Board the framework remuneration policy for the Chairman, the Chief Executive and the other executive directors, ensuring that remuneration is adequate to attract, retain and motivate high caliber individuals. Within the terms of the agreed framework remuneration policy, it determines individual remuneration packages for the Chairman and the Chief Executive, and, in consultation with them, for other executive directors. It monitors the structures and levels of remuneration for other senior executives and makes recommendations if appropriate. It determines and agrees with the Royal Dutch Shell Board a performance framework and endorses its application in setting performance targets for the remuneration of the Chief Executive and other executive directors and, assessing their performance against such targets, determines resultant annual remuneration levels. The Remuneration Committee also approves employee share plans and other incentive plans for executive directors. It considers and advises on the terms of any contract to be offered to a director. It approves pension arrangements for executive directors and any major changes to employee beneﬁt arrangements applicable to them. It reviews and endorses the policy for authorising claims for expenses from the Chief Executive and the Chairman.

The Remuneration Committee prepares an annual remuneration report and ensures that all necessary disclosures within its remit are properly made.

The members of the Remuneration Committee are Jonkheer Aarnout Loudon (Chairman), Lord Kerr of Kinlochard and Sir Peter Job.

Social Responsibility Committee

Under its terms of reference, the Social Responsibility Committee reviews the policies and conduct of the RDS Group with respect to the Shell Statement of General Business Principles as well as the RDS Group’s health, safety and environment policy, other relevant RDS Group policies and standards and major issues of public concern, making recommendations to the Royal Dutch Shell Board accordingly. It also oversees the design of internal control procedures relating to the Shell Statement of General Business Principles and health, safety and environment policy, and makes recommendations to the Royal Dutch Shell Board accordingly.

The members of the Social Responsibility Committee are Wim Kok (Chairman), Maarten van den Bergh and Mary (Nina) Henderson.

The executive committee

The executive committee comprises the Chief Executive, the Chief Financial Ofﬁcer and the other executive directors. The executive committee is responsible for Royal Dutch Shell’s overall business and affairs and has ﬁnal authority in all matters of management that are not within the duties and authorities of the Royal Dutch Shell Board or of the General Meetings. It implements all board resolutions and supervises all management levels in Royal Dutch Shell.

The Chief Executive is Jeroen van der Veer. The Chief Financial Ofﬁcer is Peter Voser and the executive directors are Malcolm Brinded, Executive director of Exploration and Production; Linda Cook, Executive director of Gas & Power and Rob Routs, Executive director of Oil Products and Chemicals.

34 6.4 Headquarters, General Meetings, shareholder publications and tax residency Headquarters The headquarters of Royal Dutch Shell are in The Netherlands and a requirement to this effect appears in the Royal Dutch Shell Articles. The meaning of ‘‘headquarters’’ under the Royal Dutch Shell Articles is established by the Royal Dutch Shell Board and can only be amended by a resolution of the Royal Dutch Shell Board in respect of which two- thirds of those Royal Dutch Shell directors who are present and voting vote in favour. The Royal Dutch Shell Board has resolved that ‘‘headquarters’’ shall mean the place of effective management of Royal Dutch Shell where: ) substantially all members of the executive committee will have their main ofﬁces and carry out their managerial activities; ) a majority of the heads of the key functions will have their main ofﬁce and carry out a substantial majority of their activities; ) a corporate secretariat will be located, which will provide all secretarial services to the Executive Committee, to the Royal Dutch Shell Board and to the Royal Dutch Shell Board committees; ) in principle, all meetings of the Royal Dutch Shell Board, the Executive Committee and the committees of the Royal Dutch Shell Board will be held; and ) the majority of the main business units will have their effective place of management. A substantial presence will also be maintained in the UK where the global downstream (Oil Products and Chemicals) businesses and trading operations will continue to be based. Certain corporate functions will also continue to be based in London, including Treasury and Investor Relations. The RDS Group will continue to have substantial operating activities and investments located in both The Netherlands and the UK in upstream and downstream businesses.

General Meetings General Meetings will generally be held in The Netherlands, drawing as necessary on technological links to permit active two-way participation by persons physically present in the UK and The Netherlands. Royal Dutch Shell Shareholders will be able to participate in the General Meetings of Royal Dutch Shell by attending a venue in either The Netherlands or the UK. General Meetings of Royal Dutch Shell will be held in the English language, unless otherwise determined by the Royal Dutch Shell Board. The ﬁrst General Meeting of Royal Dutch Shell after Completion is expected to be held in May 2006. It is the intention that all voting at the General Meetings will take place as on a poll. On a poll, every Royal Dutch Shell Shareholder present in person or by proxy has one vote for every Royal Dutch Shell Share held by him. This is subject to any rights or restrictions which are given to any class of shares. No Royal Dutch Shell Shareholder is entitled to vote Royal Dutch Shell Shares at any General Meeting or class meeting if he has not paid all amounts relating to those Royal Dutch Shell Shares which are due at the time of the meeting or if he has been served with a restriction notice (as deﬁned in the Royal Dutch Shell Articles) after failure to provide Royal Dutch Shell with information concerning interests in those Royal Dutch Shell Shares required to be provided under the Companies Act. This is subject to other rights and restrictions in the Royal Dutch Shell Articles. See paragraph 7 of Part VII of the Listing Particulars for further details on the voting rights and mechanics for holders of Royal Dutch Shell Shares.

Shareholder publications The Royal Dutch Shell Annual Report and Accounts will be produced in English and a Dutch translation will be available on request. All other Royal Dutch Shell Shareholder publications will be produced in English

35 with a Dutch translation being made available should the Royal Dutch Shell Board consider it appropriate to do so.

Tax residency Royal Dutch Shell has its place of effective management in The Netherlands and consequently will be considered a resident of The Netherlands for Dutch and UK tax purposes.

6.5 Dividend policy of Royal Dutch Shell In setting the level of the dividend, the Royal Dutch Shell Board will seek to increase dividends at least in line with inflation over time. The base for the 2005 financial year will be the dividend paid by Royal Dutch in respect of the financial year ended 31 December 2004. Dividends declared by Royal Dutch Shell will, following Completion, be paid on a quarterly basis starting with the dividend for the second quarter of 2005. This dividend is expected to be declared on 28 July 2005 and paid in September 2005. Royal Dutch and Shell Transport have declared dividends on their respective shares in respect of the first quarter of 2005 of 0.46 euro per Royal Dutch Share and 4.55 pence per Shell Transport Ordinary Share, respectively. The Royal Dutch Shell Board will take these dividends into account when determining the dividends which Royal Dutch Shell should declare for the remainder of the year. Royal Dutch Shell will declare its dividends in euro. Dividends declared on the ‘‘A’’ Shares will, by default, be paid in euro, although holders of ‘‘A’’ Shares will be able to elect to receive dividends in pounds sterling. Dividends declared on the ‘‘B’’ Shares will, by default, be paid in Pounds Sterling, although holders of ‘‘B’’ Shares will be able to elect to receive dividends in euro. Holders of Royal Dutch Shell ADRs will receive payments in dollars. The availability of the dividend currency election may be suspended or terminated by Royal Dutch Shell Board at any time without notice, for any reason and without financial recompense. See paragraphs 8.3 and 8.5 of Part VII of the Listing Particulars for further information on the dividend currency election mechanics for holders of Royal Dutch Shell Shares and the dividend rights attached to Royal Dutch Shell Shares.

6.6 Financial reporting and financial information on Royal Dutch Shell Royal Dutch Shell has an accounting year end of 31 December. The first Royal Dutch Shell report and accounts following Completion will be prepared for the period ending 31 December 2005. Generally, interim statements are expected to be prepared for the three-month periods ending 31 March, 30 June and 30 September in each year. Royal Dutch Shell will prepare its financial statements using IFRS. Royal Dutch Shell will, for the purpose of its annual form 20-F, reconcile its financial statements to US GAAP in accordance with the requirements of the SEC. Royal Dutch Shell will account for the Transaction on an historical cost (or carry-over) basis under IFRS and US GAAP, meaning that the assets and liabilities of Royal Dutch and Shell Transport will continue to be carried on an historical cost basis (rather than being adjusted to fair value). Further financial information on Royal Dutch Shell, including unaudited pro forma financial information, is set out in Parts XII, XVII and XVIII of the Listing Particulars.

6.7 Application of City Code After Completion, Royal Dutch Shell will be subject to the UK City Code on Takeovers and Mergers.

6.8 Listings of the Royal Dutch Shell Shares Euronext Amsterdam An application has been made, subject to the Royal Dutch Offer being declared unconditional (gestanddoening), to list the ‘‘A’’ Shares and the ‘‘B’’ Shares on Euronext Amsterdam under the symbols ‘‘RDSA’’ and

36 ‘‘RDSB’’, respectively. Subject to the Royal Dutch Offer being declared unconditional (gestanddoening), trading on Euronext Amsterdam is expected to commence at 9:00 a.m. (Amsterdam time) on 20 July 2005.

London Stock Exchange Applications have been made to the UK Listing Authority for the ‘‘A’’ Shares and the ‘‘B’’ Shares to be admitted to the Ofﬁcial List and to the London Stock Exchange for the ‘‘A’’ Shares and the ‘‘B’’ Shares to be admitted to trading on the London Stock Exchange’s market for listed securities under the symbols ‘‘RDSA’’ and ‘‘RDSB’’, respectively. These applications are expected to become effective and dealings in ‘‘A’’ Shares and ‘‘B’’ Shares for normal settlement are expected to commence at 9:00 a.m. (Amsterdam time) on the Effective Date which, subject to the sanction of the Scheme by the High Court, is expected to be 20 July 2005.

NYSE The listing of the ‘‘A’’ ADRs and ‘‘B’’ ADRs on the NYSE under the symbols of ‘‘RDS.A’’ and ‘‘RDS.B’’, respectively, has been approved, subject to ofﬁcial notice of issuance. Subject to ofﬁcial notice of issuance, trading on the NYSE is expected to commence on or about 20 July 2005.

6.9 Royal Dutch Shell Share Plans Details in relation to the Royal Dutch/Shell Group Share Plans and the Royal Dutch Shell Share Plans can be found in paragraph 10 of Part VI and paragraph 6 of Part XI of the Listing Particulars.

6.10 Further information on possible squeeze-out proceedings After the Settlement Date, Royal Dutch Shell expects, but is not obliged, to initiate a squeeze-out proceedings (uitkoopprocedure) against the remaining minority shareholders in accordance with the applicable provisions of the Civil Code. Pursuant to article 2:92a of the Civil Code, if the number of Royal Dutch Shares that have been validly tendered and not withdrawn shall represent at least 95 per cent. of the issued share capital of Royal Dutch that is then outstanding, it may at any time initiate proceedings against the minority holders of Royal Dutch Shares to force such minority to transfer their Royal Dutch Shares to Royal Dutch Shell against payment of a price in cash to be determined by the court. To initiate squeeze-out proceedings, Royal Dutch Shell would have to serve a summons upon the residence of each of the known minority holders of Royal Dutch Shares in accordance with the provisions of the Dutch Code of Civil Procedure. Unknown holders of Royal Dutch Shares can be summoned by a summons served upon the ofﬁce of the servant of the public prosecution department connected with the Court of Appeals in Amsterdam and a summary of the summons will be published in one or more Dutch daily newspapers. A summary of the summons will also be published in the Financial Times and the Wall Street Journal. The expected minimum notice period is three months. Once squeeze-out proceedings have been initiated, the Court of Appeals in Amsterdam may either (i) dismiss the squeeze-out proceedings, in certain limited circumstances, such as that — notwithstanding monetary compensation — one (or more) of the minority holders of Royal Dutch Shares would sustain serious tangible loss by the forced transfer of his (or their) Royal Dutch Shares, or (ii) grant the claim for the squeeze-out in relation to all minority holders of Royal Dutch Shares. If the Dutch court grants the squeeze-out, it will determine a price to be paid for the Royal Dutch Shares held by the minority holders of Royal Dutch Shares. The court can appoint experts to offer an opinion on the value of the Royal Dutch Shares before its determination. After the Court of Appeals in Amsterdam has determined the price to be paid for the Royal Dutch Shares held by the minority holders of Royal Dutch Shares, the price will be increased by the statutory interest rate applicable in The Netherlands, at present 4 per cent. per annum, for the period from the reference date for the price of the Shares to be determined by the court until the date of transfer. Any dividends or other distributions, that have been made payable to the holders of Royal Dutch Shares within such period will be deemed a partial payment of the transfer price to be paid to the minority holders of Royal Dutch Shares. The minority holders of Royal Dutch Shares will be required to transfer their Royal Dutch Shares on the date set by Royal Dutch Shell for the payment of the price (as determined by the court) and the transfer of the Royal Dutch Shares. This date can be set by Royal Dutch Shell once the order to transfer has become ﬁnal, which — barring appeal to the Dutch Supreme Court — would be 3 months after the order is made.

37 Upon payment of the amount required to purchase the Royal Dutch Shares into a bank account of the consignment office (administered by the Ministry of Finance), Royal Dutch Shell will become the holder of the Royal Dutch Shares by operation of law. As a result of and upon consignment, title to the Royal Dutch Shares will pass to Royal Dutch Shell without any action by the minority holders of Royal Dutch Shares. The only remaining right of the minority holders of Royal Dutch Shares would be the right to receive payment for their Royal Dutch Shares, which they could collect from the consignment office. Royal Dutch Shell would be required to publish an advertisement regarding the payment to the consignment office and the price paid per share in a Dutch daily newspaper at the time of the consignment and will also place advertisements containing the same information in the Financial Times and the Wall Street Journal.

6.11 Further information on Royal Dutch Shell For further information on Royal Dutch Shell, reference is made to the Listing Particulars.

38 7. ROYAL DUTCH AGM

The Royal Dutch AGM will be held at 10.30 a.m. Amsterdam time on 28 June 2005 at the Circus Theater in The Hague.

The agenda for the AGM will include the following matters speciﬁcally related to the Transaction:

) the explanation and discussion of the Royal Dutch Offer in accordance with article 9q of the 1995 Securities Decree; and

) the approval of Royal Dutch entering into the Implementation Agreement.

In addition, the agenda will also include the proposal, which will not be subject to the Royal Dutch Offer being declared unconditional (gestanddoening), that the Royal Dutch AGM resolves to amend the Royal Dutch Articles and to grant the Royal Dutch Board of Management authorisation to buy back all the outstanding Royal Dutch Priority Shares and subsequently cancel all the Royal Dutch Priority Shares thus obtained (see further paragraph 5.11 of Part 5 and Part 8).

The proposed amendment will include the replacement of Royal Dutch’s current two-tier board structure, under which the Royal Dutch Board of Management is supervised by the Royal Dutch Supervisory Board, by a one-tier structure. In this one-tier structure the Royal Dutch Board of Management will consist of executive and non-executive directors and the Royal Dutch Supervisory Board will be abolished. As a consequence of its abolition, the members of the Supervisory Board will resign by operation of law.

Subject to the approval of the resolution to amend the Royal Dutch Articles, the Royal Dutch AGM will be asked to resolve upon the appointment of non-executive directors of the Royal Dutch Board of Management.

The intended composition of the Royal Dutch Board of Management as per the date of the amendment of the Royal Dutch Articles becoming effective, is as follows:

Jeroen van der Veer and Linda Cook as executive directors and Aad Jacobs, Jonkheer Aarnout Loudon, Christine Morin-Postel and Lawrence Ricciardi as non-executive directors.

In the event that the Royal Dutch Offer is not declared unconditional (gestanddoening), the Royal Dutch Board of Management will reconsider its composition taking into account the circumstances at that time.

Pursuant to other principal proposed amendments of the Royal Dutch Articles:

) an executive committee comprising of (at least) the executive directors would be responsible for Royal Dutch’s day-to-day management;

) the Royal Dutch’s general meeting of shareholders would adopt the remuneration policies applicable to the executive directors and the remuneration levels applicable to the non-executive directors;

) the executive and non-executive directors of the Royal Dutch Board of Management would be appointed by the Royal Dutch general meeting of shareholders. The Royal Dutch Board of Management would, by binding nomination, nominate at least two individuals for a vacancy in the Royal Dutch Board of Management; and

) the Royal Dutch Priority Shares would be abolished (as further described in Part 8).

For the complete text of the proposed amendments to the Royal Dutch Articles see Annex 3 to this document.

The Royal Dutch AGM will be called on or about 27 May 2005 in accordance with past practice and in accordance with the Royal Dutch Articles and Dutch law.

39 8. ROYAL DUTCH PRIORITY SHARES

Royal Dutch has 1,500 issued Royal Dutch Priority Shares, each with a nominal value of EUR 448. Each member of the Royal Dutch Supervisory Board and of the Royal Dutch Board of Management is the holder of six Royal Dutch Priority Shares.(1) The Royal Dutch Priority Shares Foundation holds the other Royal Dutch Priority Shares. The board of the Royal Dutch Priority Shares Foundation consists of all members of the Royal Dutch Boards.

Royal Dutch Priority Shares represent certain special rights, which include:

a. determining the number of members of the Royal Dutch Management Board and the number of members of the Royal Dutch Supervisory Board;

b. drawing up a binding nomination consisting of at least two persons for ﬁlling vacancies on the Royal Dutch Board of Management and the Royal Dutch Supervisory Board; and

c. granting consent for amendment of the Royal Dutch Articles or for dissolution of Royal Dutch.

As announced on 17 June 2004, a proposal to abolish the Royal Dutch Priority Shares will be put to the Royal Dutch AGM on 28 June 2005.

It will be proposed that the Royal Dutch AGM resolves to amend the Royal Dutch Articles and to grant authority to the Royal Dutch Board of Management to buy back all the outstanding Royal Dutch Priority Shares and subsequently cancel all the Royal Dutch Priority Shares thus obtained.

These matters will together be put to the Royal Dutch AGM to be voted on in one vote. The Royal Dutch Priority Shares will be abolished if the majority of holders of Royal Dutch Shares present or represented at the Royal Dutch AGM votes in favour of this proposal. The proposed amendment to the Royal Dutch Articles consists of, among other things, the introduction of a one-tier board structure for Royal Dutch and the abolition of the Royal Dutch Priority Shares as a class of shares (thereby converting the outstanding Royal Priority Shares into Royal Dutch Shares). See also Part 7 for a description of other proposed amendments of the Royal Dutch Articles).

If passed, the above mentioned resolution shall be implemented by (i) carrying out the buy back of the Royal Dutch Priority Shares and (ii) executing the deed of amendment of the Royal Dutch Articles as soon as possible thereafter (which is intended to be on or about 1 July 2005). The subsequent cancellation of the (former) Royal Dutch Priority Shares will become effective on, and is subject to, completion of the required procedural matters under Dutch law.

The holders of the Royal Dutch Priority Shares have offered to sell their shares to Royal Dutch, subject to the Royal Dutch AGM resolving to amend the Royal Dutch Articles whereby the Royal Dutch Priority Shares are abolished as a separate class.

(1) In respect of the Royal Dutch Priority Shares held by Aad Jacobs, Maarten van den Bergh, Wim Kok, Hubert Markl and Rob Routs, half of these interests have been notiﬁed to the AFM in accordance with articles 2a and 4(4) of the 1996 Disclosure of Holdings Act (Wet melding zeggenschap in ter beurze genoteerde vennootschappen 1996) due to the manner in which their interests are held under matrimonial law.

40 9. FAIRNESS OPINIONS

Corporate Finance

ABN AMRO Bank N.V. Gustav Mahlerlaan 10 1082 PP Amsterdam

Mailing address P.O. Box 283 1000 EA Amsterdam The Netherlands

Telephone +31 20 628 93 93 Telex 11006 ABAM NL The Managing Board and Supervisory Board N.V. Koninklijke Nederlandsche Petroleum Maatschappij (Royal Dutch Petroleum Company) Carel van Bylandtlaan 30 2596 HR The Hague The Netherlands

Letter of opinion 27 October 2004

Dear Sirs,

We understand that it is proposed that Royal Dutch Shell plc, a company incorporated under the laws of England and Wales (the ‘‘Offeror’’), will make an offer to acquire all the outstanding ordinary shares in the capital of N.V. Koninklijke Nederlandsche Petroleum Maatschappij (Royal Dutch Petroleum Company), a company incorporated under the laws of The Netherlands (the ‘‘Company’’ or ‘‘Royal Dutch’’), (the ‘‘Offer’’) that will be interconnected with and interconditional on a reorganisation of the entire share capital of The ‘‘Shell’’ Transport and Trading Company, public limited company, a company incorporated under the laws of England and Wales (‘‘Shell Transport’’), by a court sanctioned scheme of arrangement (the ‘‘Scheme of Arrangement’’ and, together with the Offer, the ‘‘Transactions’’). Pursuant to the terms of the Offer, as set out in a merger protocol, substantially in the form of the draft dated 25 October 2004 (the ‘‘Uniﬁcation Protocol’’), we understand that the Offeror is proposing to offer each holder of one ordinary share, nominal value Euro 0.56 per share, in the capital of the Company (each a ‘‘Royal Dutch Share’’ and each beneﬁcial owner of a Royal Dutch Share a ‘‘Royal Dutch Shareholder’’), 2 class A shares, nominal value Euro 0.07 per share, in the capital of the Offeror (the ‘‘Offeror Class A Shares’’) (including in the form of American Depositary Shares representing Offeror Class A Shares) for each Royal Dutch Share (the ‘‘Exchange Ratio’’).

We understand that, as set out in the Unification Protocol, the Offeror is proposing to offer each holder of one ordinary share, nominal value 0.25 pence per share, of Shell Transport (each a ‘‘Shell Transport Share’’ and each beneficial owner of a Shell Transport Share, a ‘‘Shell Transport Shareholder’’), approximately 0.2874 class B shares, nominal value Euro 0.07 per share, in the capital of the Offeror (the ‘‘Offeror Class B Shares’’) (including in the form of American Depositary Shares representing Offeror Class B Shares) for each Shell Transport Share. We further understand that, as set out in the Unification Protocol, assuming consummation and full acceptances of the Transactions by Royal Dutch Shareholders and Shell Transport Shareholders, respectively, the issued and outstanding share capital of the Offeror will comprise 4,148,800,000 Offeror Class A Shares and 2,765,866,667 Offeror Class B Shares. As set out in the Unification Protocol, we understand that each Offeror Class A Share and Offeror Class B Share will carry identical voting and economic rights, except that in the case of the Offeror Class B Shares, holders of Offeror Class B Shares will be entitled, pursuant to a dividend access scheme, to U.K. source dividends instead of dividends paid by the Offeror. ABN AMRO Bank N.V., Established in Amsterdam Register of Commerce Amsterdam no. 33002587 VAT no. NL 00 30 27 144 B01

41 27 October 2004

The Managing Board and Supervisory Board of the Company have asked for ABN AMRO Bank N.V.’s (‘‘ABN AMRO’’) opinion as to whether the Exchange Ratio is fair, from a financial point of view, to the Royal Dutch Shareholders. For the purposes of providing our opinion, ABN AMRO has: 1. Reviewed certain publicly available business and financial information relating to the Company, including the audited annual accounts for the three consecutive financial years ending 31 December 2003, 2002 and 2001 and the unaudited half year financial figures for the period ending 30 June 2004; 2. Reviewed certain publicly available business and financial information relating to Shell Transport, including the audited annual accounts for the three consecutive financial years ending 31 December 2003, 2002 and 2001 and the unaudited half year financial figures for the period ending 30 June 2004; 3. Reviewed certain publicly available business and financial information relating to the Royal Dutch/ Shell group of companies (the ‘‘Group’’) owned by the Company and Shell Transport, including the audited annual accounts for the three consecutive financial years ending 31 December 2003, 2002 and 2001 and the unaudited half year financial figures for the period ending 30 June 2004; 4. Participated in discussions with and reviewed information provided by the senior management of the Company with respect to the businesses and prospects of the Company, Shell Transport and the Group; 5. Reviewed the historical stock prices and trading volumes of the Royal Dutch Shares and the Shell Transport Shares; 6. Reviewed the financial terms of certain transactions we believe to be comparable to the Transactions; 7. Reviewed the draft announcement relating to the Transactions dated 26 October 2004 and those parts of the Unification Protocol and certain other related documents, which ABN AMRO deemed relevant for the purposes of providing this opinion; 8. Participated in discussions with, and reviewed information provided by, relevant employees of the Group as well as the tax advisors assisting the Group on the various (potential) tax consequences resulting from the Transactions; and 9. Performed such other financial reviews and analyses, as we, in our absolute discretion, have deemed appropriate. With respect to any financial forecasts that may have been made available, ABN AMRO has assumed that they have been reasonably prepared on bases reflecting the best available estimates and judgements of the management of the Company and Shell Transport as to the future financial performance of the Company, Shell Transport and the Group, and that no event subsequent to the date of any such financial forecasts and undisclosed to ABN AMRO has had a material effect on them. ABN AMRO does not assume or accept liability or responsibility for (and expresses no view as to) any such forecasts or the assumptions on which they are based. ABN AMRO has assumed and relied upon, without independent verification, the truth, accuracy and completeness of the information, forecasts (that may have been made available), data and financial terms provided to us or used by us, has assumed that the same are not misleading and does not assume or accept any liability or responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets, operations or liabilities of the Company, Shell Transport or the Group nor have we been provided with such valuation or appraisal. In preparing this opinion, ABN AMRO has received specific confirmation from senior management of the Company that the assumptions specified above are reasonable and no information has been withheld from ABN AMRO that could have influenced the purport of this opinion or the assumptions on which it is based. Further, ABN AMRO’s opinion is necessarily based on financial, economic, monetary, market and other conditions, including those in the securities and oil and gas markets, as in effect on, and the information made available to ABN AMRO or used by it up to, the date hereof. This opinion exclusively focuses on the fairness,

42 27 October 2004 from a ﬁnancial point of view, of the Exchange Ratio to the Royal Dutch Shareholders and does not address any other issues such as the underlying business decision to unite the share capital of the Company and Shell Transport or to recommend the Offer, any transaction involving Shell Transport, or the commercial merits of any of the foregoing, which are matters solely for the supervisory board and the Managing Board of the Company. In addition, this opinion does not in any manner address the prices or volumes at which the Royal Dutch Shares, the Offeror Class A Shares or the Offeror Class B Shares may trade following consummation of the Transactions. Subsequent developments in the aforementioned conditions may affect this opinion and the assumptions made in preparing this opinion and ABN AMRO is not obliged to update, revise or reafﬁrm this opinion if such conditions change.

In rendering this opinion, ABN AMRO has not provided legal, regulatory, tax, accounting or actuarial advice and accordingly ABN AMRO does not assume any responsibility or liability in respect thereof. We did not participate in negotiations with respect to the terms of the Unification Protocol, the Offer, the Scheme of Arrangement and the other transactions contemplated by the Unification Protocol. Furthermore, ABN AMRO has assumed that the Transactions will be consummated on the terms and conditions as set out in the Unification Protocol, without any material changes to, or waiver of, their terms or conditions. Moreover, ABN AMRO has assumed that the Offer will be tax neutral for most Royal Dutch Shareholders and Shell Transport Shareholders.

The engagement of ABN AMRO, this letter and the opinion expressed herein are provided for the use of the Company’s Managing Board and Supervisory Board in connection with their evaluation of the Offer. This opinion does not in any way constitute a recommendation by ABN AMRO to any Royal Dutch Shareholders as to whether such holders should accept or reject the Offer or otherwise act in relation to the Offer.

ABN AMRO is acting as financial advisor to the Company in connection with the Offer, and will receive fees for its services, including for rendering this opinion, which fees are contingent upon rendering this opinion. From time to time ABN AMRO and its affiliates may have also (i) maintained banking relationships with the Company, Shell Transport or the Group or (ii) executed transactions, for their own account or for the accounts of customers, in the Royal Dutch Shares or the Shell Transport Shares or debt securities of the Company and Shell Transport and, accordingly, may at any time hold a long or short position in such securities. ABN AMRO is a holder of Royal Dutch Shares and of Shell Transport Shares, and provides financing facilities to the Company. In connection with the Transactions, we have provided certain financial services, and in the future may provide certain financial or investment banking services to the Offeror.

It is understood that this letter may not be relied upon by, nor be disclosed to, in whole or in part, any third party for any purpose whatsoever, without the prior written consent of ABN AMRO. Notwithstanding the foregoing, this letter (i) may be disclosed if required by or requested under applicable law or regulation and (ii) may be reproduced in the offer document to be distributed to Royal Dutch Shareholders and in any filing made by the Company or the Offeror in respect of the Offer with the U.S. Securities and Exchange Commission, so long as this letter is reproduced in full in such offer document and filing and any description of or reference in such offer document or filing to ABN AMRO, the opinion or the related analysis is in a form reasonably acceptable to us and our counsel.

This opinion is issued in the English language and reliance may only be placed on this opinion as issued in the English language. If any translations of this opinion are delivered they are provided only for ease of reference, have no legal effect and ABN AMRO makes no representation as to (and accepts no liability in respect of) the accuracy of any such translation.

43 27 October 2004

Based upon and subject to the foregoing, ABN AMRO is of the opinion that, as at the date hereof, the Exchange Ratio is fair, from a ﬁnancial point of view, to the Royal Dutch Shareholders.

Yours sincerely,

ABN AMRO Bank N.V.

44 Corporate Finance

ABN AMRO Bank N.V. Gustav Mahlerlaan 10 1082 PP Amsterdam

Mailing address P.O. Box 283 1000 EA Amsterdam The Netherlands

Letter of opinion 13 May 2005

Dear Sirs,

We understand that it is proposed that Royal Dutch Shell plc, a company incorporated under the laws of England and Wales (the ‘‘Offeror’’), will make an offer to acquire all the outstanding ordinary shares in the capital of N.V. Koninklijke Nederlandsche Petroleum Maatschappij (Royal Dutch Petroleum Company), a company incorporated under the laws of The Netherlands (the ‘‘Company’’ or ‘‘Royal Dutch’’), (the ‘‘Offer’’) that will be interconnected with and interconditional on a reorganisation of the entire share capital of The ‘‘Shell’’ Transport and Trading Company, public limited company, a company incorporated under the laws of England and Wales (‘‘Shell Transport’’), by a court sanctioned scheme of arrangement (the ‘‘Scheme of Arrangement’’ and, together with the Offer, the ‘‘Transactions’’). Pursuant to the terms of the Offer, as set out in a merger protocol dated 28 October 2004 (the ‘‘Unification Protocol’’) and a draft dated 10 May 2005 of the announcement of final proposals for the Transactions, we understand that the Offeror is proposing to offer each holder of one ordinary share, nominal value Euro 0.56 per share, in the capital of the Company (each a ‘‘Royal Dutch Share’’ and each beneficial owner of a Royal Dutch Share a ‘‘Royal Dutch Shareholder’’), 2 class A shares, nominal value Euro 0.07 per share, in the capital of the Offeror (the ‘‘Offeror Class A Shares’’) (including in the form of American Depositary Shares representing Offeror Class A Shares) for each Royal Dutch Share (the ‘‘Exchange Ratio’’).

We understand that, as set out in the draft dated 10 May 2005 of the announcement of final proposals for the Transactions, the Offeror is proposing to offer each holder of one ordinary share, nominal value 0.25 pence per share, of Shell Transport (each a ‘‘Shell Transport Share’’ and each beneficial owner of a Shell Transport Share, a ‘‘Shell Transport Shareholder’’), approximately 0.287333066 class B shares, nominal value Euro 0.07 per share, in the capital of the Offeror (the ‘‘Offeror Class B Shares’’) (including in the form of American Depositary Shares representing Offeror Class B Shares) for each Shell Transport Share. We further understand that, based on the information as set out in a draft dated 10 May 2005 of the announcement of final proposals for the Transactions, assuming consummation and full acceptances of the Transactions by Royal Dutch Shareholders and Shell Transport Shareholders, respectively, the issued and outstanding share capital of the Offeror will comprise 4,139,040,000 Offeror Class A Shares and 2,759,360,000 Offeror Class B Shares. As set out in the Unification Protocol, we understand that each Offeror Class A Share and Offeror Class B Share will carry identical voting and economic rights, except that in the case of the Offeror Class B Shares, holders of Offeror Class B Shares will be entitled, pursuant to a dividend access scheme, to U.K. source dividends instead of dividends paid by the Offeror. ABN AMRO Bank N.V., Established in Amsterdam Register of Commerce Amsterdam no. 33002587 VAT no. NL 00 30 27 144 B01

45 13 May 2005

The Managing Board and Supervisory Board of the Company have asked for ABN AMRO Bank N.V.’s (‘‘ABN AMRO’’) opinion as to whether the Exchange Ratio is fair, from a financial point of view, to the Royal Dutch Shareholders. For the purposes of providing our opinion, ABN AMRO has: 1. Reviewed certain publicly available business and financial information relating to the Company, including the audited annual accounts for the three consecutive financial years ending 31 December 2004, 2003 and 2002 and the unaudited quarterly financial figures for the period ending 31 March 2005; 2. Reviewed certain publicly available business and financial information relating to Shell Transport, including the audited annual accounts for the three consecutive financial years ending 31 December 2004, 2003 and 2002 and the unaudited quarterly financial figures for the period ending 31 March 2005; 3. Reviewed certain publicly available business and financial information relating to the Royal Dutch/ Shell group of companies (the ‘‘Group’’) owned by the Company and Shell Transport, including the audited annual accounts for the three consecutive financial years ending 31 December 2004, 2003 and 2002 and the unaudited quarterly financial figures for the period ending 31 March 2005; 4. Participated in discussions with and reviewed information provided by the senior management of the Company with respect to the businesses and prospects of the Company, Shell Transport and the Group; 5. Reviewed the historical stock prices and trading volumes of the Royal Dutch Shares and the Shell Transport Shares; 6. Reviewed the financial terms of certain transactions we believe to be comparable to the Transactions; 7. Reviewed a draft dated 10 May 2005 of the announcement of final proposals for the Transactions, the announcement relating to the Transactions dated 28 October 2004 and those parts of the Unification Protocol and certain other related documents, which ABN AMRO deemed relevant for the purposes of providing this opinion; 8. Participated in discussions with, and reviewed information provided by, relevant employees of the Group as well as the tax advisors assisting the Group on the various (potential) tax consequences resulting from the Transactions; and 9. Performed such other financial reviews and analyses, as we, in our absolute discretion, have deemed appropriate. With respect to any financial forecasts that may have been made available, ABN AMRO has assumed that they have been reasonably prepared on bases reflecting the best available estimates and judgements of the management of the Company and Shell Transport as to the future financial performance of the Company, Shell Transport and the Group, and that no event subsequent to the date of any such financial forecasts and undisclosed to ABN AMRO has had a material effect on them. ABN AMRO does not assume or accept liability or responsibility for (and expresses no view as to) any such forecasts or the assumptions on which they are based. ABN AMRO has assumed and relied upon, without independent verification, the truth, accuracy and completeness of the information, forecasts (that may have been made available), data and financial terms provided to us or used by us, has assumed that the same are not misleading and does not assume or accept any liability or responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets, operations or liabilities of the Company, Shell Transport or the Group nor have we been provided with such valuation or appraisal. In preparing this opinion, ABN AMRO has received specific confirmation from senior management of the Company that the assumptions specified above are reasonable and no information has been withheld from ABN AMRO that could have influenced the purport of this opinion or the assumptions on which it is based.

46 13 May 2005

Further, ABN AMRO’s opinion is necessarily based on financial, economic, monetary, market and other conditions, including those in the securities and oil and gas markets, as in effect on, and the information made available to ABN AMRO or used by it up to, the date hereof. This opinion exclusively focuses on the fairness, from a financial point of view, of the Exchange Ratio to the Royal Dutch Shareholders and does not address any other issues such as the underlying business decision to unite the share capital of the Company and Shell Transport or to recommend the Offer, any transaction involving Shell Transport, or the commercial merits of any of the foregoing, which are matters solely for the Supervisory Board and the Managing Board of the Company. In addition, this opinion does not in any manner address the prices or volumes at which the Royal Dutch Shares, the Offeror Class A Shares or the Offeror Class B Shares may trade following consummation of the Transactions. Subsequent developments in the aforementioned conditions may affect this opinion and the assumptions made in preparing this opinion and ABN AMRO is not obliged to update, revise or reaffirm this opinion if such conditions change. In rendering this opinion, ABN AMRO has not provided legal, regulatory, tax, accounting or actuarial advice and accordingly ABN AMRO does not assume any responsibility or liability in respect thereof. We did not participate in negotiations with respect to the terms of the Unification Protocol, the Offer, the Scheme of Arrangement and the other transactions contemplated by the Unification Protocol. Furthermore, ABN AMRO has assumed that the Transactions will be consummated on the terms and conditions as set out in the Unification Protocol and a draft dated 10 May 2005 of the announcement of final proposals for the Transactions, without any material changes to, or waiver of, their terms or conditions. Moreover, ABN AMRO has assumed that the Offer will be tax neutral for most Royal Dutch Shareholders and Shell Transport Shareholders. The engagement of ABN AMRO, this letter and the opinion expressed herein are provided for the use of the Company’s Managing Board and Supervisory Board in connection with their evaluation of the Offer. This opinion does not in any way constitute a recommendation by ABN AMRO to any Royal Dutch Shareholders as to whether such holders should accept or reject the Offer or otherwise act in relation to the Offer. ABN AMRO is acting as financial advisor to the Company in connection with the Offer, and will receive fees for its services, including for rendering the opinion, which fees are contingent upon rendering the opinion. From time to time ABN AMRO and its affiliates may have also (i) maintained banking relationships with the Company, Shell Transport or the Group or (ii) executed transactions, for their own account or for the accounts of customers, in the Royal Dutch Shares or the Shell Transport Shares or debt securities of the Company and Shell Transport and, accordingly, may at any time hold a long or short position in such securities. ABN AMRO is a holder of Royal Dutch Shares and of Shell Transport Shares, and provides financing facilities to the Company. In connection with the Transactions, we have provided certain financial services, and in the future may provide certain financial or investment banking services to the Offeror. ABN AMRO is acting as the Dutch exchange agent to the Offeror in the Offer and as co-listing agent to the Offeror in connection with the listing of the Offeror Class A Shares and the Offeror Class B Shares on Euronext Amsterdam. It is understood that this letter may not be relied upon by, nor be disclosed to, in whole or in part, any third party for any purpose whatsoever, without the prior written consent of ABN AMRO. Notwithstanding the foregoing, this letter (i) may be disclosed if required by or requested under applicable law or regulation and (ii) may be reproduced in the offer document to be distributed to Royal Dutch Shareholders and in any filing made by the Company or the Offeror in respect of the Offer with the U.S. Securities and Exchange Commission, so long as this letter is reproduced in full in such offer document and filing and any description of or reference in such offer document or filing to ABN AMRO, the opinion or the related analysis is in a form reasonably acceptable to us and our counsel. This opinion is issued in the English language and reliance may only be placed on this opinion as issued in the English language. If any translations of this opinion are delivered they are provided only for ease of reference, have no legal effect and ABN AMRO makes no representation as to (and accepts no liability in respect of) the accuracy of any such translation.

47 13 May 2005

This letter and ABN AMRO’s obligations to the Managing Board and the Supervisory Board hereunder shall be governed by and construed in accordance with Dutch law and any claims or disputes arising out of, or in connection with, this letter shall be subject to the exclusive jurisdiction of the Dutch Courts. Based upon and subject to the foregoing, ABN AMRO is of the opinion that, as at the date hereof, the Exchange Ratio is fair, from a ﬁnancial point of view, to the Royal Dutch Shareholders.

Yours sincerely,

ABN AMRO Bank N.V.

48 10. RECOMMENDATION The Royal Dutch Supervisory Board and the Royal Dutch Board of Management have unanimously reached the conclusion, on the basis of the considerations stated in the Offer Documents, that the Transaction is in the best interest of Royal Dutch, the holders of Royal Dutch Shares and Royal Dutch’s other stakeholders. They are furthermore of the opinion that the Royal Dutch Offer contained in the Offer Documents is fair and reasonable and accordingly unanimously recommend its acceptance.

The Hague, 18 May 2005

Royal Dutch Supervisory Board Royal Dutch Board of Management

Aad Jacobs/Chairman Jeroen van der Veer Maarten van den Bergh Linda Cook Wim Kok Rob Routs Jonkheer Aarnout Loudon Professor Hubert Markl Christine Morin-Postel Lawrence Ricciardi

49 11. TAX CONSIDERATIONS

Holders of Royal Dutch Shares who may be subject to tax in a jurisdiction other than The Netherlands or the United Kingdom and who seek to claim rollover relief or a similar form of deferral of taxation in relation to the disposal of their Royal Dutch Shares pursuant to the Royal Dutch Offer should note in particular that the consideration for the transfer of Royal Dutch Shares to Royal Dutch Shell by their holders will be satisﬁed by reclassifying existing Euro Deferred Shares held on their behalf as ‘‘A’’ Shares rather than by issuing new Royal Dutch Shell Shares to them.

11.1 Dutch tax considerations General The following describes certain material Dutch tax consequences for a holder of Royal Dutch Shares of the Royal Dutch Offer and of the ownership and disposal of ‘‘A’’ Shares received pursuant to the Royal Dutch Offer. This section does not purport to describe all possible Dutch tax considerations or consequences that may be relevant to a holder of Royal Dutch Shares or a holder of ‘‘A’’ Shares. Holders of Royal Dutch Shares should consult with their tax advisors with regard to the tax consequences of the Royal Dutch Offer and the ownership and disposal of ‘‘A’’ Shares received pursuant to the Royal Dutch Offer in their particular circumstances. This section does not purport to describe the possible Dutch tax considerations or consequences that may be relevant to a holder of Royal Dutch Shares or a holder of Royal Dutch Shell Shares who receives or has received any benefits from these shares as employment income, deemed employment income or otherwise as compensation. Neither does this section purport to describe the possible Dutch tax considerations or consequences that may be relevant to a holder of Royal Dutch Shares or a Royal Dutch Shell Shareholder who has a (fictitious) substantial interest in Royal Dutch or Royal Dutch Shell. Generally, a holder has a substantial interest if such holder, alone or together with his partner, has, or if certain relatives of the holder or of his partner have, directly or indirectly: (i) the ownership of, or certain rights over, shares representing five per cent. or more of the total issued and outstanding capital of Royal Dutch or Royal Dutch Shell or of the issued and outstanding capital of any class of shares of Royal Dutch or Royal Dutch Shell; (ii) the rights to acquire shares, whether or not already issued, representing five per cent. or more of the total issued and outstanding capital of Royal Dutch or Royal Dutch Shell, or of the issued and outstanding capital of any class of shares of Royal Dutch or Royal Dutch Shell; or (iii) certain profit participating certificates that relate to five per cent. or more of the annual profit of Royal Dutch or Royal Dutch Shell or to five per cent. or more of the liquidation proceeds of Royal Dutch or Royal Dutch Shell. A holder has a fictitious substantial interest if (a) he has disposed of, or is deemed to have disposed of, all or part of a substantial interest or (b) he is an individual and has transferred a business enterprise in exchange for shares, on a non-recognition basis. Except as otherwise indicated, this section only addresses Dutch tax legislation and regulations, as in effect on the date hereof and as interpreted in published case law on the date hereof and is subject to change after such date, including changes that could have retroactive effect. A change in legislation or regulations may thus invalidate all or part of this section. Unless otherwise specifically stated herein, this section does not express any view on Dutch international tax law or on the rules promulgated under or by any treaty or treaty organisation and does not express any view on any Dutch legal matter other than Dutch tax law.

Withholding tax on dividend payments Dividends distributed by Royal Dutch Shell to a holder of an ‘‘A’’ Share are generally subject to withholding tax imposed by The Netherlands at a rate of 25 per cent. Dividends include, but are not limited to: (i) distributions of proﬁts in cash or in kind, whatever they be named or in whatever form; (ii) proceeds from the liquidation of Royal Dutch Shell or, as a rule, proceeds from the repurchase of shares by Royal Dutch Shell, in excess of the average paid-in capital recognised for Dutch dividend withholding tax purposes;

50 (iii) the par value of shares issued to a holder of shares or an increase in the par value of shares, to the extent that no contribution, recognised for Dutch dividend withholding tax purposes, has been made or will be made; and (iv) partial repayment of paid-in capital that is: (a) not recognised for Dutch dividend withholding tax purposes; or (b) recognised for Dutch dividend withholding tax purposes, to the extent that Royal Dutch Shell has net proﬁts (zuivere winst), unless (I) the General Meeting has resolved in advance to make such repayment and (II) the par value of the shares concerned has been reduced by an equal amount by way of an amendment to the Royal Dutch Shell Articles. As stated above under (ii), Dutch tax law treats share buy backs for cancellation as being subject to withholding tax unless an exemption applies by virtue of their being carried out within certain annual quantitative limits. These quantitative limits have been agreed with the Dutch Revenue Service for the ‘‘A’’ Shares and the limits will not restrict the share buy back program announced for 2005. Buy backs of ‘‘A’’ Shares within these limits will not be subject to Dutch withholding tax. However, no quantitative limits on which to base an exemption (or other mitigation of the withholding tax) for buy backs of ‘‘B’’ Shares have been agreed with the Dutch Revenue Service and so, if repurchases of ‘‘B’’ Shares were undertaken, they would potentially give rise to Dutch withholding tax at the rate of 25 percent. Accordingly, Royal Dutch Shell expects to buy back ‘‘A’’ Shares in preference to ‘‘B’’ Shares, unless and until exemption from or other mitigation of withholding tax on buy-backs of ‘‘B’’ Shares is agreed with the Dutch Revenue Service. In any event, any withholding tax arising on a buy back of would be borne by Royal Dutch Shell and not the selling shareholder. If a holder of ‘‘A’’ Shares is resident or deemed to be a resident in The Netherlands or has opted to be treated as a resident of The Netherlands for Dutch tax purposes, this holder is generally entitled to a full credit against his (corporate) income tax liability for any Dutch withholding tax imposed and otherwise to a refund of any excess. If a holder of ‘‘A’’ Shares is resident in a country other than The Netherlands and if a treaty for the avoidance of double taxation is in effect between The Netherlands and such country, such holder may, depending on the terms of such treaty, be eligible for a full or partial exemption from, or refund of, Dutch dividend withholding tax. According to Dutch anti-dividend stripping legislation, no exemption from or reduction or refund of, Dutch dividend withholding tax will be granted if the recipient of the dividend paid by Royal Dutch Shell is not considered to be the beneﬁcial owner (uiteindelijk gerechtigde) of such dividends for the purpose of these provisions.

Dutch taxes on income and capital gains Residents of The Netherlands The description of certain Dutch tax consequences in this paragraph is only intended for the following holders of Royal Dutch Shares and holders of ‘‘A’’ Shares: (1) individual shareholders who are resident or deemed to be resident in The Netherlands; and (2) individuals who opt to be treated as a resident of The Netherlands for purposes of Dutch taxation ((1) and (2) jointly ‘‘Dutch Individuals’’); and (3) entities (‘‘Dutch Corporate Entities’’), that are subject to the Dutch Corporate Income Tax Act 1969 (‘‘CITA’’) and that are resident or deemed to be resident in The Netherlands for the purposes of the CITA excluding: (a) pension funds (pensioenfondsen) and other entities that are exempt from Dutch corporate income tax; and (b) Dutch Corporate Entities which are entitled to the participation exemption with respect to the Royal Dutch Shares and/or ‘‘A’’ Shares based on article 13 CITA; and

51 (c) investment institutions (beleggingsinstellingen) as deﬁned in article 28 CITA.

Dutch Individuals not engaged or deemed to be engaged in an enterprise or receiving benefits from miscellaneous activities Generally, a Dutch Individual who holds Royal Dutch Shares or ‘‘A’’ Shares that are not attributable to an enterprise from which he derives profits as an entrepreneur (ondernemer) or pursuant to a co-entitlement to the net worth of such enterprise (other than as an entrepreneur or as a shareholder) or to miscellaneous activities (overige werkzaamheden) will be subject annually to an income tax imposed on a fictitious yield on such shares. The shares held by such Dutch Individual will be taxed under the regime for savings and investments (Box III). Irrespective of the actual income or capital gains realised, the annual taxable benefit of all the assets and liabilities of a Dutch Individual that are taxed under this regime, including, as the case may be, the Royal Dutch Shares and/or ‘‘A’’ Shares, is set at a fixed amount. This fixed amount is 4 per cent. of the average net fair market value of these assets and liabilities, including of the Royal Dutch Shares and for ‘‘A’’ Shares measured, in general, at the beginning and end of every calendar year. The applicable tax rate under the regime for savings and investments is currently a flat rate of 30 per cent. The exchange of Royal Dutch Shares for ‘‘A’’ Shares pursuant to the Royal Dutch Offer will not, by itself, result in any Dutch tax to a Dutch individual whose Royal Dutch Shares and, following the exchange, ‘‘A’’ Shares, are subject to the regime for savings and investments (Box III).

Dutch Individuals engaged or deemed to be engaged in an enterprise or receiving benefits from miscellaneous activities Any benefits derived or deemed to be derived from the Royal Dutch Shares and/or ‘‘A’’ Shares (including any capital gains realised on the disposal thereof) that are either attributable to an enterprise from which a Dutch Individual derives profits, whether as an entrepreneur or pursuant to a co-entitlement to the net worth of such enterprise (other than as an entrepreneur or as a shareholder), or attributable to miscellaneous activities (overige werkzaamheden) are generally subject to income tax in the individual’s hands at statutory progressive rates, currently up to 52 per cent. With respect to the exchange of Royal Dutch Shares for ‘‘A’’ Shares pursuant to the Royal Dutch Offer, the Dutch Revenue Service has confirmed that the roll over facility of article 3.55 Income Tax Act 2001 is applicable. Consequently, on the occasion of the exchange, capital gains would not have to be recognised and may be deferred for purposes of the Income Tax Act 2001.

Dutch Corporate Entities Any beneﬁts derived or deemed to be derived from the Royal Dutch Shares or ‘‘A’’ Shares (including any capital gains realised on the disposal thereof) that are held by a Dutch Corporate Entity are generally subject to corporate income tax at statutory rates (in general, currently 31.5 per cent.). However, with respect to the exchange of Royal Dutch Shares for ‘‘A’’ Shares pursuant to the Royal Dutch Offer, the Dutch Revenue Service has conﬁrmed that the roll over facility of article 8 CITA juncto article 3.55 Income Tax Act 2001 is applicable. Consequently, on the occasion of the exchange, capital gains would not have to be recognised and may be deferred for purposes of CITA.

Non-residents of The Netherlands A holder of Royal Dutch Shares, other than a Dutch Individual or a Dutch Corporate Entity will not be subject to Dutch taxes on income or on capital gains in respect of the exchange of Royal Dutch Shares for ‘‘A’’ Shares pursuant to the Royal Dutch Offer or, after the exchange, the ownership and disposal of ‘‘A’’ Shares, other than Dutch withholding tax as described above, except if: (i) such holder derives proﬁts from an enterprise, whether as entrepreneur (ondernemer) or pursuant to a co-entitlement to the net worth of such enterprise, other than as an entrepreneur or a holder of shares, which enterprise is, in whole or in part, carried on through a permanent establishment (vaste inrichting) or a permanent representative (vaste vertegenwoordiger) in The Netherlands, to which the Royal Dutch Shares or ‘‘A’’ Shares are attributable; or

52 (ii) the holder is an individual and derives beneﬁts from miscellaneous activities (resultaat uit overige werkzaamheden) carried out in The Netherlands in respect of the Royal Dutch Shares and/or ‘‘A’’ Shares, including, without limitation, activities which are beyond the scope of active portfolio investment activities.

However, with respect to the exchange of Royal Dutch Shares for ‘‘A’’ Shares pursuant to the Royal Dutch Offer, the Dutch Revenue Service has conﬁrmed that the roll over facility of article 3.55 Income Tax Act 2001 is applicable also to non-residents of The Netherlands. Consequently, on the occasion of the exchange, capital gains would not have to be recognised and may be deferred for purposes of the Income Tax Act 2001 and CITA.

Dutch gift, estate and inheritance tax

No Dutch gift tax or inheritance tax is payable in respect of any gift of ‘‘A’’ Shares, or inheritance of, ‘‘A’’ Shares on the death of, a holder of ‘‘A’’ Shares, except if:

(i) the holder is a resident or is deemed to be a resident of The Netherlands;

(ii) at the time of the gift or the death of the holder, such holder has an enterprise (or an interest in an enterprise) which is, in whole or in part, carried on through a permanent establishment or permanent representative in The Netherlands to which the ‘‘A’’ Shares are attributable; or

(iii) the ‘‘A’’ Shares are acquired by way of a gift from a holder who passes away within 180 days after the date of the gift and who is not and is not deemed to be at the time of the gift, but is, or is deemed to be at the time of his death, a resident of The Netherlands.

Dutch turnover tax

No Dutch turnover tax will arise in respect of the exchange of Royal Dutch Shares for ‘‘A’’ Shares pursuant to the Royal Dutch Offer.

11.2 UK tax considerations

General

The comments set out below summarise certain material UK tax consequences of the Royal Dutch Offer for a holder of Royal Dutch Shares and of the ownership and disposal of ‘‘A’’ Shares received pursuant to the Royal Dutch Offer. The comments are based on current law and on what is understood to be current HMRC practice. They are intended as a general guide and, except where otherwise stated, apply only to holders of Royal Dutch Shares who are resident or (if individuals) ordinarily resident for tax purposes in the United Kingdom, who hold their Royal Dutch Shares or ‘‘A’’ Shares as an investment, who are the absolute beneﬁcial owners of their Royal Dutch Shares or ‘‘A’’ Shares and who are not (and have not in the previous seven years been) employees of Royal Dutch or of any person connected with Royal Dutch. It should be noted that special considerations may apply to holders of Royal Dutch Shares who acquire their Royal Dutch Shares by exercising options.

Any holders of Royal Dutch Shares who are in any doubt as to their UK tax position in respect of the Royal Dutch Offer or the ownership or the disposal of ‘‘A’’ Shares received pursuant to the Royal Dutch Offer should consult their own professional advisers without delay. Holders of Royal Dutch Shares should note that UK rollover relief will not be available to them in relation to the disposal of Royal Dutch Shares pursuant to the Royal Dutch Offer.

Royal Dutch Offer: UK taxation of chargeable gains

A disposal of Royal Dutch Shares pursuant to the Royal Dutch Offer may, depending on the particular circumstances of the holder and subject to any available exemptions or reliefs, give rise to a chargeable gain or an allowable loss for the purposes of UK taxation of chargeable gains. As mentioned above, UK rollover relief will not be available to holders of Royal Dutch Shares in relation to the disposal of Royal Dutch Shares pursuant to the Royal Dutch Offer.

53 Dividends on ‘‘A’’ Shares

Holders of ‘‘A’’ Shares will, in general, be subject to UK income tax or corporation tax on the gross amount of dividends paid on the ‘‘A’’ Shares, rather than on the amount actually received net of any Dutch withholding tax (further details of which can be found in the paragraph above headed ‘‘Dutch tax considerations — Withholding tax on dividend payments’’). Dividends received by such holders who are within the charge to corporation tax will be taxed at the prevailing corporation tax rate. An individual will generally be chargeable to income tax on dividends paid on the ‘‘A’’ Shares at the dividend ordinary rate (currently 10 per cent.) or, to the extent that the amount of the gross dividend when treated as the top slice of his or her income exceeds the threshold for higher rate tax, at the dividend upper rate (currently 32.5 per cent).

Credit will generally be available for Dutch tax required to be deducted or withheld from the dividends paid on the ‘‘A’’ Shares against income tax or corporation tax to which the holder of ‘‘A’’ Shares is liable in respect of the dividend to the extent that the amount required to be deducted or withheld cannot be reduced by a claim under the double taxation treaty between The Netherlands and the United Kingdom. As a result, individual holders of ‘‘A’’ Shares who are chargeable to income tax at the dividend ordinary rate on the whole of such dividends and who claim that credit through their tax return should have no further tax to pay in respect of those dividends. Individual holders of ‘‘A’’ Shares who are chargeable to income tax on all or any portion of the dividends at the dividend upper rate and who claim that credit through their tax return should be able to offset the amount of the available credit against their income tax liability. Holders of ‘‘A’’ Shares who are chargeable to corporation tax on the dividends and who claim that credit should generally be able to offset the amount of the available credit against their corporation tax liability.

Any holders of ‘‘A’’ Shares who do not currently receive notice from HMRC requiring them to submit a tax return are advised that they will need to notify HMRC that they have overseas income following the ﬁrst payment of a dividend by Royal Dutch Shell on the ‘‘A’’ Shares.

Disposals of ‘‘A’’ Shares: UK taxation of chargeable gains

A disposal or deemed disposal of ‘‘A’’ Shares may, depending on the particular circumstances of the holder and subject to any available exemptions or reliefs, give rise to a chargeable gain or an allowable loss for the purposes of UK taxation of chargeable gains.

UK stamp duty and SDRT

The comments set out below relate to holders of Royal Dutch Shares or ‘‘A’’ Shares wherever resident (but not to holders such as market makers, brokers, dealers and intermediaries, to whom special rules apply).

Transfer of Royal Dutch Shares

Provided that any instrument of transfer remains at all times outside the United Kingdom no stamp duty need, in practice, be paid on the transfer of Royal Dutch Shares to Royal Dutch Shell pursuant to the Royal Dutch Offer. Any transfer or agreement for the transfer of Royal Dutch Shares to Royal Dutch Shell pursuant to the Royal Dutch Offer will not give rise to a liability to SDRT.

Issue or transfer of ‘‘A’’ Shares to a clearance service or an issuer of depositary receipts

Subject to certain exemptions, a charge to stamp duty or SDRT will arise on the issue or transfer of ‘‘A’’ Shares (a) to particular persons providing a clearance service (such as Euroclear Nederland), their nominees or agents, or (b) to an issuer of depositary receipts, its nominee or agent. The rate of stamp duty or SDRT will generally be 1.5 per cent of either (i) in the case of an issue of ‘‘A’’ Shares, the issue price of the ‘‘A’’ Shares concerned, or (ii) in the case of a transfer of ‘‘A’’ Shares, the amount or value of the consideration for the transfer or, in some circumstances, the value of the ‘‘A’’ Shares concerned, in the case of stamp duty rounded up if necessary to the nearest multiple of £5. The RDS Group has agreed to bear the cost of any stamp duty or SDRT arising in connection with the receipt of ‘‘A’’ Shares, or interests therein, by holders of Royal Dutch Shares who tender their Royal Dutch Shares before the termination of the Royal Dutch Offer Acceptance Period and the Subsequent Acceptance Period, if any.

54 Transfer of interests in ‘‘A’’ Shares within Euroclear Nederland No stamp duty need, in practice, be paid on the acquisition or transfer of interests in ‘‘A’’ Shares within Euroclear Nederland, provided that any instrument of transfer or contract for sale remains at all times outside the United Kingdom. An agreement for the transfer of interests in ‘‘A’’ Shares within Euroclear Nederland will not give rise to a liability to SDRT provided that, at the time the agreement is made, Euroclear Nederland satisﬁes various conditions laid down in relevant UK legislation.

Transfer of ‘‘A’’ Shares not held within a clearance service A conveyance or transfer on sale of ‘‘A’’ Shares which are not held within a clearance service will usually be subject to ad valorem stamp duty, generally at the rate of 0.5 per cent. of the amount or value of the consideration for the transfer (rounded up to the nearest £5). An unconditional agreement for such transfer, or a conditional agreement which subsequently becomes unconditional, will be liable to SDRT, generally at the rate of 0.5 per cent. of the consideration for the transfer; but such liability will be cancelled if the agreement is completed by a duly stamped transfer within six years of the date of the agreement or, if the agreement was conditional, the date the agreement became unconditional. Where the stamp duty is paid, any SDRT previously paid will be repaid on the making of an appropriate claim. Stamp duty and SDRT are normally paid by the purchaser. Under the CREST system of paperless transfers, no stamp duty or SDRT will arise on a transfer of such ‘‘A’’ Shares into the system, unless such a transfer is made for a consideration in money or money’s worth, in which case a liability to SDRT will arise (usually at a rate of 0.5 per cent. of the amount or value of the consideration given). Paperless transfers of shares within CREST will be liable to SDRT rather than stamp duty, also at a rate of 0.5 per cent., and SDRT on relevant transactions settled within the system or reported through it for regulatory purposes will be collected by CREST.

55 12. INVITATION TO HOLDERS OF ROYAL DUTCH SHARES 1. Under the terms of the Royal Dutch Offer, holders of Royal Dutch Shares will each receive, upon Completion, respectively: a. for each tendered Royal Dutch Bearer Share or Royal Dutch Hague Registered Share, 2 ‘‘A’’ Shares; and b. for each tendered Royal Dutch New York Registered Share, 1 ‘‘A’’ ADR. 2. The ‘‘A’’ Shares to be received pursuant to the Royal Dutch Offer will be credited as fully paid and free from all liens, equities, charges, encumbrances and other interests and will rank in full for all dividends and distributions on the ordinary share capital of Royal Dutch Shell declared, made or paid after the Effective Date. 3. With reference to the statements, restrictions and conditions set out in this document, non-US holders of Royal Dutch Bearer Shares and Royal Dutch Hague Registered Shares are hereby invited to tender and deliver their Royal Dutch Bearer Shares and Royal Dutch Hague Registered Shares in the manner set out below. US holders of Royal Dutch Bearer Shares and Royal Dutch Hague Registered Shares and holders of Royal Dutch New York Registered Shares who wish to tender their Royal Dutch Shares in the Royal Dutch Offer should refer to section ‘‘The Offer’’ in the US Prospectus for a description of how to tender and deliver such shares. 4. Acceptance a. The Royal Dutch Offer Acceptance Period begins on 20 May 2005 and ends, subject to extension, on 18 July 2005, 11:00 p.m. Amsterdam time (5:00 p.m. New York City time). Royal Dutch Shell may, however, extend the Royal Dutch Offer Acceptance Period until all conditions listed in paragraph 5.8 of Part 5 have been satisfied or waived. Any extension of the Royal Dutch Offer Acceptance Period will be announced no later than the next Euronext Amsterdam Trading Day after the Royal Dutch Offer Acceptance Closing Date. b. Holders of Royal Dutch Bearer Shares who hold their Royal Dutch Bearer Shares with a bank or stockbroker should make their acceptance of the Royal Dutch Offer known to ABN AMRO via their respective bank or stockbroker during the period beginning on 20 May 2005 until 18 July 2005, 11:00 p.m. Amsterdam time (5:00 p.m. New York City time), subject to extension of the Royal Dutch Offer Acceptance Period. The bank or stockbroker may set an earlier deadline for communication by holders of Royal Dutch Bearer Shares in order to permit the bank or stockbroker to communicate their acceptances to ABN AMRO in a timely manner. c. The holders of Royal Dutch Hague Registered Shares will receive an application form to make their acceptance of the Royal Dutch Offer known. The application form should be completed, signed and returned by mail so as to reach ANT at PO Box 11063, 1001 GB Amsterdam, by no later than 11:00 p.m. Amsterdam time (5:00 p.m. New York City time) on 18 July 2005, subject to extension of the Royal Dutch Offer Acceptance Period. The signed application form will constitute the legal deed of transfer. d. Holders of Royal Dutch Bearer Shares represented by already issued share certificates to bearer provided with separate dividend coupons (K-stukken) should note that, in accordance with the Royal Dutch Articles, such certificates have been abolished. If such holders wish to tender these Royal Dutch Bearer Shares they should make their acceptance known by transferring their certificates via their bank or stockbroker to ABN AMRO during the period beginning on 20 May 2005 until 18 July 2005, 11:00 p.m. Amsterdam time (5:00 p.m. New York City time), subject to extension of the Royal Dutch Offer Acceptance Period. The bank or stockbroker may set an earlier deadline for communication by holders of Royal Dutch Bearer Shares in order to permit the bank or stockbroker to communicate their acceptance to ABN AMRO in a timely manner. e. Admitted Institutions may only make their applications to accept the Royal Dutch Offer in writing to ABN AMRO marked to the attention of ‘‘Issuing Institutions — Corporate Actions MF 2020’’ Kemelstede 2, 4817 ST Breda, The Netherlands, fax +31 (0)76 5799620 by no later

56 than 11:00 p.m. Amsterdam time (5:00 p.m. New York City time) on 18 July 2005, subject to extension of the Royal Dutch Offer Acceptance Period. By making their application, which must be in writing, the Admitted Institutions declare that (i) they hold the tendered Royal Dutch Bearer Shares in their administration, (ii) they will deliver the tendered Royal Dutch Bearer Shares to ABN AMRO (securities account 41.46.27.334/Euroclear account ISS2) prior to the expiry of the Royal Dutch Offer Acceptance Period and (iii) each shareholder who accepts the Royal Dutch Offer irrevocably represents and warrants that the Royal Dutch Shares tendered by him are being tendered in compliance with the restrictions set out in paragraph 1.2 of Part 1. Admitted Institutions that are not able to deliver the tendered Royal Dutch Bearer Shares to ABN AMRO on or before the Royal Dutch Offer Acceptance Closing Date should give to ABN AMRO a written notice of guaranteed delivery for the Royal Dutch Bearer Shares tendered, which are not immediately available for delivery, in which the Admitted Institutions uncondi- tionally undertake to deliver such securities to ABN AMRO, as exchange agent, by no later than 11:00 a.m. Amsterdam time on the Settlement Date (subject to extension). Any such notice of guaranteed delivery should be received by ABN AMRO by no later than 11:00 p.m. Amsterdam time on the Royal Dutch Offer Acceptance Closing Date. If the Royal Dutch Offer is not declared unconditional (gestand gedaan), Royal Dutch Bearer Shares delivered to ABN AMRO will be re-delivered by ABN AMRO, as exchange agent, to the Admitted Institutions upon public announcement thereof. Any such announcement will be made by Royal Dutch Shell no later than on the ﬁfth Euronext Amsterdam Trading Day following the expiration of the Royal Dutch Offer Acceptance Period. f. Each holder who tenders Royal Dutch Bearer Shares (other than through an Admitted Institution) or Royal Dutch Hague Registered Shares pursuant to the Royal Dutch Offer, by such tender, undertakes, represents and warrants to Royal Dutch Shell that on the date of such tendering up to and including the Settlement Date (subject to the proper withdrawal of any tender in accordance with the terms and conditions as set out in this document): (i) the tender of any Royal Dutch Shares constitutes an acceptance by the shareholder of the Royal Dutch Offer, on and subject to the terms and conditions of the Royal Dutch Offer; (ii) such holder of Royal Dutch Shares has full power and authority to tender, sell, exchange and deliver (leveren), and has not entered into any other agreement to tender, sell, exchange or deliver (leveren), the Royal Dutch Shares (together with all rights attaching thereto) stated to have been tendered to any party other than Royal Dutch Shell and, when the same are acquired by Royal Dutch Shell by exchange for Royal Dutch Shell Shares, Royal Dutch Shell will acquire such Royal Dutch Shares, with full title guarantee and free and clear of all third party rights and restrictions of any kind; and (iii) such Royal Dutch Shares are being tendered in compliance with the restrictions as set out in paragraph 1.2 of Part 1 and the securities and other applicable laws or regulations of the jurisdiction in which such holder of Royal Dutch Shares is located or of which he is a resident. 5. Withdrawal Rights a. Royal Dutch Shares tendered for exchange may be withdrawn at any time during the Royal Dutch Offer Acceptance Period (including any extension thereof). b. Holders of Royal Dutch Bearer Shares who make their acceptance known through their bank or stockbroker to ABN AMRO, may withdraw by making a withdrawal request through their bank or stockbroker prior to the expiration of the Royal Dutch Offer Acceptance Period (including any extension thereof). c. Holders of Royal Dutch Hague Registered Shares who tender their Royal Dutch Hague Registered Shares by means of an application form sent to ANT, may withdraw by delivery to ANT of a properly completed and duly executed notice of withdrawal prior to the expiration of the Royal Dutch Offer Acceptance Period (including any extension thereof).

57 d. Holders of Royal Dutch Shares may not rescind a withdrawal. If holders of Royal Dutch Shares indicate a wish to withdraw, in the manner described above, they will be deemed not to have validly accepted the Royal Dutch Offer. However, holders of Royal Dutch Shares may re-tender withdrawn Royal Dutch Shares at any time prior to the expiration of the Royal Dutch Offer by following the procedures described in paragraph 4 above. During the Subsequent Acceptance Period, no withdrawal rights will apply to Royal Dutch Shares tendered during such Subsequent Acceptance Period or to Royal Dutch Shares tendered during the Royal Dutch Offer Acceptance Period and accepted for exchange. 6. Conditions a. The Royal Dutch Offer shall be declared unconditional on the Honouring Date if the conditions set out in paragraph 5.8 of Part 5 are fulfilled or, to the extent permitted by applicable law and the Implementation Agreement, waived by Royal Dutch Shell. b. Subject to the satisfaction or, to the extent permitted, waiver of all of the conditions to the Royal Dutch Offer other than the Scheme Condition, it is expected that a public announcement will be made by Royal Dutch Shell, on or immediately prior to the Hearing Date, stating that the Royal Dutch Offer is declared to be unconditional (gestand is gedaan), subject to and immediately upon the satisfaction of the Scheme Condition, in which case the Royal Dutch Offer is thereafter automatically declared to be unconditional (gestand gedaan) upon registration of the Order by the Registrar of Companies in England and Wales. It is expected that as soon as practicable following the Royal Dutch Offer being automatically declared to be unconditional (gestanddoening), a public announcement will be made by Royal Dutch Shell to confirm this. Such announcement is expected to be made on 20 July 2005, subject to extension of the Royal Dutch Offer Acceptance Period. 7. Settlement and commission a. If the Royal Dutch Offer is declared to be unconditional (gestand is gedaan), the ‘‘A’’ Shares offered under the Royal Dutch Offer to holders of Royal Dutch Bearer Shares and holders of Royal Dutch Hague Registered Shares (who, in the latter case, validly elect to hold their interests in ‘‘A’’ Shares through Euroclear Nederland) will be credited on the Settlement Date to such holders who validly tendered and delivered (and did not withdraw) those shares during the Royal Dutch Offer Acceptance Period. The delivery of the relevant interests will take place through the book-entry facilities of Euroclear Nederland in accordance with the provisions of the Securities Giro Act and the procedures determined by Euroclear Nederland and the Admitted Institutions from time to time. The timing of the crediting of interests to the securities account of each person holding interests through Euroclear Nederland may vary depending on the securities account systems of the relevant Admitted Institution and, if applicable, the banks or financial institutions at which that person maintains a relevant securities account. Each holder of Royal Dutch Hague Registered Shares who validly tenders and delivers (and does not withdraw) his Royal Dutch Hague Registered Shares under the Royal Dutch Offer may elect to hold the ‘‘A’’ Shares to which he is entitled either through Euroclear Nederland, through CREST or through the RDS Corporate Nominee. For initial settlement, this election is only available to the holders of Royal Dutch Hague Registered Shares, but after Completion holders of Royal Dutch Shell Shares will be entitled to change the manner in which they are holding Royal Dutch Shell Shares; see also paragraph (c) below. On the Settlement Date, depending on the election of each holder of Royal Dutch Hague Registered Shares who validly tenders and delivers (and does not withdraw) such shares under the Royal Dutch Offer, settlement will either take place (i) as described above in respect of Royal Dutch Bearer Shares or (ii) the number of ‘‘A’’ Shares to which such holder of Royal Dutch Hague Registered Shares is entitled under the Royal Dutch Offer will be transferred to that holder and Royal Dutch Shell will procure that CRESTCo Limited is instructed to credit the appropriate CREST account with such shares or (iii) will be transferred to the RDS Corporate Nominee to hold for that person. Holders of Royal Dutch Hague Registered Shares should consult their own legal, tax and financial advisers with respect to the legal, tax, practical and cost consequences of the settlement options.

58 If a holder of Royal Dutch Hague Registered Shares does not make a valid election as to the method of settlement, that person will be not be treated as having validly tendered and delivered his shares under the Royal Dutch Offer unless, and until, Royal Dutch Shell receives a valid settlement election from such person during the Royal Dutch Offer Acceptance Period or the Subsequent Acceptance Period (if any). A person will only be treated as having made a valid election to hold ‘‘A’’ Shares through the RDS Corporate Nominee if that person has completed signed and returned, the application form, by which that person conﬁrms to have reviewed and agreed to the terms and conditions of the Royal Dutch Shell Nominee Service. These terms and conditions will be sent to each holder of Royal Dutch Hague Registered Shares with a brief explanation of the Royal Dutch Offer.

For further details on settlement arrangements see paragraphs 4 and 5 of Part VII of the Listing Particulars.

b. Delivery of Royal Dutch Shares by holders of Royal Dutch Shares as well as delivery of Royal Dutch Shell Shares to holders of Royal Dutch Shares will in principle be made without costs for holders of Royal Dutch Shares. Admitted Institutions will receive from Royal Dutch Shell a commission of 40.01 per Royal Dutch Bearer Share validly tendered and delivered. Holders of Royal Dutch Bearer Shares who hold their shares through a bank, broker or other nominee, should consult with their bank, broker or nominee as to whether or not they will charge any transaction fee or service charge.

c. After Completion, holders of Royal Dutch Shell Shares may, subject as set out below, change the manner in which they hold such shares. The ability to change the manner of holding Royal Dutch Shell Shares is subject to, in each case, compliance with any relevant regulatory requirements and, in respect of holdings through the RDS Corporate Nominee, the agreement of the RDS Corporate Nominee and acceptance by the holder of the Royal Dutch Shell Shares of the terms and conditions of the Royal Dutch Shell Nominee Service.

Holders of Royal Dutch Shell Shares who wish to change the manner in which they hold such shares should consult their own legal, tax and ﬁnancial advisers with respect to the legal, tax, practical and cost consequences of any such change.

For further details on the manner of holding Royal Dutch Shell Shares and possible tax consequences relating to a change in the manner of holding Royal Dutch Shell Shares see paragraph 6 of Part VII and paragraph 12.4 of Part XXI of the Listing Particulars.

d. Under no circumstances will interest be paid on the exchange of Royal Dutch Shares regardless of any delay in making the exchange or any extension of the Royal Dutch Offer.

8. Subsequent Acceptance Period

a. Royal Dutch Shell reserves the right to announce a Subsequent Acceptance Period of up to 15 Euronext Amsterdam Trading Days, but in no event more than 20 US Business Days, in length. It is currently anticipated that if Royal Dutch Shell decides to offer a Subsequent Acceptance Period, an announcement to this effect will be made on or around the Honouring Date.

b. During the Subsequent Acceptance Period, no withdrawal rights will apply to Royal Dutch Shares tendered during such Subsequent Acceptance Period or to Royal Dutch Shares tendered during the Royal Dutch Offer Acceptance Period and accepted for exchange. The Royal Dutch Shares tendered during the Subsequent Acceptance Period will be promptly accepted for exchange by Royal Dutch Shell.

c. The delivery of the Royal Dutch Shell Shares to which holders of Royal Dutch Shares are entitled who have tendered their Royal Dutch Shares during the Subsequent Acceptance Period, is expected to take place within three Business Days following the date on which such Royal Dutch Shares are tendered in accordance with paragraph 4 above. For the manner of settlement see paragraph 7 above.

59 9. Other Information See paragraphs 1 and 2 of Part 14 for the information incorporated by reference in this document and the financial information on each of Royal Dutch Shell, Royal Dutch, Shell Transport and the Royal Dutch/Shell Group. 10. Applicable Law Except to the extent that US federal securities laws or other laws are mandatorily applicable, Netherlands law applies to the Royal Dutch Offer and this document. To the extent permitted by applicable law, any dispute arising in connection with the Royal Dutch Offer and this document will be subject to the exclusive jurisdiction of the competent court in The Hague, The Netherlands. Copies of: (i) this document; (ii) Royal Dutch’s annual reports for the financial years ended 31 December 2002, 2003 and 2004; (iii) the Royal Dutch Articles and (iv) the documents incorporated by reference herein are available free of charge at www.shell.com/unification or at the offices of Royal Dutch, Royal Dutch Shell and ABN AMRO as stated below.

Royal Dutch Petroleum Company ABN AMRO Bank N.V. and Kemelstede 2 Royal Dutch Shell plc 4817 ST Breda Carel van Bylandtlaan 30 The Netherlands 2596 HR The Hague Tel: +800 2222 0024 The Netherlands Fax: +31 76 579 9643 Email: [email protected]

ROYAL DUTCH SHELL PLC

19 May 2005

60 13. STATEMENTS REQUIRED BY THE 1995 SECURITIES DECREE

1. Consultations with the Royal Dutch Directors have taken place regarding the Royal Dutch Offer which have resulted in the Implementation Agreement. For a summary of the Implementation Agreement, see paragraph 5.7 of Part 5 and, for the full text of the Implementation Agreement, see Annex 1.

2. With due observation of and without prejudice to the restrictions referred to in paragraphs 1.2 and 1.3 of Part 1, the Royal Dutch Offer applies on an equal basis to all holders of Royal Dutch Shares.

3. The obligations set out in article 9p of the 1995 Securities Decree have been complied with.

4. On the date of this document, Shell RDS Holding B.V., a 50:50 joint venture between Royal Dutch and Shell Transport, holds 19,999 sterling ordinary shares and 30,000 Sterling Deferred Shares in the capital of Royal Dutch Shell. Shell Petroleum N.V., a subsidiary of Royal Dutch, holds one sterling ordinary share in the capital of Royal Dutch Shell which share is held on trust for Shell RDS Holdings B.V. See also paragraph 11.3 of Part I and paragraph 5.1 of Part XXI of the Listing Particulars.

5. In the period preceding 13 May 2005 (the last practicable date prior to the publication of this document), Royal Dutch Shell has received no undertakings on the part of holders of Royal Dutch Shares that such holder will accept the Royal Dutch Offer.

6. Maarten van den Bergh and Wim Kok, who will be retiring from the Royal Dutch Supervisory Board and who will not be proposed to be appointed to the one-tier Royal Dutch Board of Management, and Rob Routs, who will resign from the Royal Dutch Board of Management, all as described in paragraph 5.11 of Part 5 and Part 7, will not receive any compensation in relation to their retirement and resignation, respectively. It is noted that as described in paragraph 6.3 of Part 6, Maarten van den Bergh, Wim Kok and Rob Routs are members of the Royal Dutch Shell Board.

7. None of the retiring directors and non-executive directors of Shell Transport will receive any compensation in relation to their retirement.

8. On the date of this document, Royal Dutch Shell has no intention to amend the Royal Dutch Shell Articles.

9. As at 13 May 2005 (the last practicable date prior to the publication of this document), no holders of Royal Dutch Shares have been notiﬁed to Royal Dutch pursuant to article 2 of the 1996 Disclosure of Holdings Act (Wet melding zeggenschap in ter beurze genoteerde vennootschappen 1996) which requires holders of Royal Dutch Shares to notify direct or indirect capital or voting interest of 5 per cent. or more in Royal Dutch’s share capital. As at 13 May 2005, the only interest known to Royal Dutch of 5 per cent. or more in its issued ordinary share capital was The Capital Group International Inc. which held 115,437,76 Royal Dutch Shares (representing 5.5 per cent.) at 31 December 2004, as indicated in its schedule 13G ﬁled with the SEC, dated 14 February 2005.

10. No transactions in Royal Dutch Shares have been undertaken by Royal Dutch Shell with individuals or with legal entities within the meaning of article 9i, sub s and t of the 1995 Securities Decree.

11. Other than the transactions listed below, as at 13 May 2005 (the last practicable date prior to the publication of this document) no transactions in Royal Dutch Shares have been undertaken within the meaning of article 9i, sub u of the 1995 Securities Decree.

61 Purchases of Royal Dutch Shares by Royal Dutch Number of Royal Date Dutch Shares Price (in EUR) Total value (EUR) 7 February 2002 ****************************** 500,000 56.4800 28,240,000 8 February 2002 ****************************** 500,000 56.2950 28,147,500 11 February 2002 ***************************** 500,000 56.6900 28,345,000 13 May 2002********************************* 325,000 59.7300 19,412,250 14 May 2002********************************* 325,000 61.1600 19,877,000 21 May 2002********************************* 400,000 59.7800 23,912,000 30 May 2002********************************* 450,000 58.3094 26,239,230 5 June 2002********************************** 500,000 57.4850 28,742,500 6 June 2002********************************** 150,000 57.8700 8,680,500 10 June 2002********************************* 500,000 57.1850 28,592,500 11 June 2002********************************* 400,000 56.6520 22,660,800 13 June 2002********************************* 650,000 55.5357 36,098,205 14 June 2002********************************* 635,000 54.3197 34,493,010 19 June 2002********************************* 500,000 55.2000 27,600,000 20 June 2002********************************* 250,000 54.3500 13,587,500 24 June 2002********************************* 300,000 53.1192 15,935,760 25 June 2002********************************* 230,000 54.4603 12,525,869 28 June 2002********************************* 320,000 55.4000 17,728,000 1 July 2002 ********************************** 350,000 56.5460 19,791,100 1 August 2002******************************** 1,700,000 45.0210 76,535,676 2 August 2002******************************** 1,400,000 43.4833 60,876,679 5 August 2002******************************** 775,000 42.9419 33,279,938 6 August 2002******************************** 1,350,000 43.7650 59,082,801 7 August 2002******************************** 1,290,000 45.4945 58,687,937 8 August 2002******************************** 620,000 46.0202 28,532,531 15 August 2002******************************* 95,000 46.1602 4,385,221 20 August 2002******************************* 170,000 46.9942 7,989,011 21 August 2002******************************* 250,000 46.9618 11,740,460 28 August 2002******************************* 400,000 47.0238 18,809,526 4 September 2002***************************** 450,000 42.3710 19,066,944 5 September 2002***************************** 420,000 42.0689 17,668,926 13 September 2002**************************** 500,000 43.4172 21,708,584 18 September 2002**************************** 240,000 42.4259 10,182,208 24 September 2002**************************** 290,000 40.2172 11,662,997 18 December 2002 **************************** 200,000 41.5149 8,302,980 14 May 2004********************************* 325,000 40.9700 13,315,250 25 May 2004********************************* 250,000 41.3650 10,341,250 26 May 2004********************************* 500,000 41.5600 20,780,000 27 May 2004********************************* 400,000 41.4200 16,568,000 28 May 2004********************************* 300,000 41.0400 12,312,000 29 July 2004 ********************************* 400,000 42.2077 16,883,080 30 July 2004 ********************************* 350,000 41.5190 14,531,650

62 Number of Royal Date Dutch Shares Price (in EUR) Total value (EUR) 2 August 2004******************************** 500,000 41.4570 20,728,500 3 August 2004******************************** 475,000 41.9450 19,923,875 4 August 2004******************************** 650,000 42.0476 27,330,940 5 August 2004******************************** 700,000 41.6400 29,148,000 12 August 2004******************************* 600,000 40.5600 24,336,000 13 August 2004******************************* 500,000 40.1940 20,097,000 16 August 2004******************************* 650,000 40.6950 26,451,750 17 August 2004******************************* 300,000 40.7000 12,210,000 18 August 2004******************************* 400,000 40.5600 16,224,000 19 August 2004******************************* 350,000 40.6640 14,232,400 23 August 2004******************************* 400,000 41.4100 16,564,000 25 August 2004******************************* 400,000 40.9900 16,396,000 2 September 2004***************************** 350,000 42.1555 14,754,425 3 September 2004***************************** 300,000 42.5600 12,768,000 7 February 2005 ****************************** 220.000 45.9106 10,100,332 8 February 2005 ****************************** 300.000 45.8364 13,750,920 10 February 2005 ***************************** 280.000 45.4204 12,717,709 16 February 2005 ***************************** 240.000 46.2128 11,091,070 24 February 2005 ***************************** 460.000 46.8785 21,564,110 1 March 2005 ******************************** 450.000 47.7743 21,498,435 3 March 2005 ******************************** 460.000 48.5928 22,352,670 8 March 2005 ******************************** 400.000 48.2576 19,303,040 10 March 2005 ******************************* 450.000 46.9742 21,138,381 16 March 2005 ******************************* 400.000 46.7405 18,696,200 17 March 2005 ******************************* 420.000 46.5700 19,559,400 21 March 2005 ******************************* 400.000 46.9881 18,795,236 23 March 2005 ******************************* 400.000 46.2919 18,516,772

63 Purchases of Royal Dutch Shares by Shell Petroleum Company Limited Number of Royal Date Dutch Shares Price (in EUR) Total value (EUR) 18 March 2002 ******************************* 170,867 62.1630 10,621,605 19 March 2002 ******************************* 158,477 62.4710 9,900,217 20 March 2002 ******************************* 156,000 62.3100 9,720,360 21 March 2002 ******************************* 294,656 61.7600 18,197,955 22 May 2002********************************* 288,000 59.4100 17,110,080 23 May 2002********************************* 288,000 59.8900 17,248,320 24 May 2002********************************* 288,000 60.7700 17,501,760 27 May 2002********************************* 288,000 60.7900 17,507,520 28 May 2002********************************* 288,000 60.1500 17,323,200 13 March 2003 ******************************* 200,000 34.6400 6,928,000 14 March 2003 ******************************* 200,000 36.1820 7,236,400 17 March 2003 ******************************* 200,000 36.9000 7,380,000 18 March 2003 ******************************* 200,000 37.9200 7,584,000 19 March 2003 ******************************* 200,000 38.4700 7,694,000 6 May 2003********************************** 291,000 38.5100 11,206,410 7 May 2003********************************** 291,000 38.5500 11,218,050 8 May 2003********************************** 291,000 38.1200 11,092,920 9 May 2003********************************** 291,000 38.0600 11,075,460 12 May 2003********************************* 291,000 38.2700 11,136,570 05 May 2004********************************* 362,000 41.5720 15,049,064 06 May 2004********************************* 362,000 41.9200 15,175,040 07 May 2004********************************* 362,000 41.4360 14,999,832 10 May 2004********************************* 362,000 40.9670 14,830,054 11 May 2004********************************* 181,000 40.7800 7,381,180 12 May 2004********************************* 181,000 41.2250 7,461,725 10 June 2004********************************* 100,000 41.6860 4,168,600 06 August 2004******************************* 125,000 40.8470 5,105,875 09 August 2004******************************* 165,000 40.1440 6,623,760 10 August 2004******************************* 165,000 40.6430 6,706,095 11 August 2004******************************* 170,000 40.5030 6,885,510

64 Purchases of Royal Dutch Shares by B.V. Nederlandse Internationale Industrie- en Handel Maatschappij Number of Royal Date Dutch Shares Price (in EUR) Total value (EUR) 18 March 2002 ******************************* 691,133 62.1630 42,962,901 19 March 2002 ******************************* 641,023 62.4710 40,045,340 20 March 2002 ******************************* 631,000 62.3100 39,317,610 21 March 2002 ******************************* 1,191,844 61.7600 73,608,285 22 May 2002 ********************************* 469,000 59.4100 27,863,290 23 May 2002 ********************************* 469,000 59.8900 28,088,410 24 May 2002 ********************************* 469,000 60.7700 28,501,130 27 May 2002 ********************************* 469,000 60.7900 28,510,510 28 May 2002 ********************************* 469,000 60.1500 28,210,350 26 September 2002 **************************** 46,000 41.8300 1,924,180 13 March 2003 ******************************* 450,000 34.6400 15,588,000 14 March 2003 ******************************* 450,000 36.1820 16,281,900 17 March 2003 ******************************* 450,000 36.9000 16,605,000 18 March 2003 ******************************* 450,000 37.9200 17,064,000 19 March 2003 ******************************* 450,000 38.4700 17,311,500 6 May 2003 ********************************** 482,000 38.5100 18,561,820 7 May 2003 ********************************** 482,000 38.5500 18,581,100 8 May 2003 ********************************** 482,000 38.1200 18,373,840 9 May 2003 ********************************** 482,000 38.0600 18,344,920 12 May 2003 ********************************* 482,000 38.2700 18,446,140 19 September 2003 **************************** 58,000 39.4500 2,288,100 05 May 2004 ********************************* 719,000 41.5720 29,890,268 06 May 2004 ********************************* 719,000 41.9200 30,140,480 11 May 2004 ********************************* 879,000 40.7800 35,845,620 12 May 2004 ********************************* 1,278,000 41.2250 52,685,550 10 June 2004 ********************************* 230,000 41.6860 9,587,780 06 August 2004 ******************************* 275,000 40.8470 11,232,925 09 August 2004 ******************************* 375,000 40.1440 15,054,000 10 August 2004 ******************************* 365,000 40.6430 14,834,695 11 August 2004 ******************************* 365,000 40.5030 14,783,595

Number of Royal Date Dutch Shares Price (in USD) Total value (USD) 26 September 2002 **************************** 3,100 41.2100 127,813 19 September 2003 **************************** 3,600 44.7791 161,277

65 Purchases of Royal Dutch Shares by Shell Petroleum Inc. Number of Royal Date Dutch Shares Price (in USD) Total value (USD) 02 May 2002 ********************************* 575,000 53.3345 30,667,341 03 May 2002 ********************************* 4,100 54.3500 222,835 06 May 2002 ********************************* 575,000 53.6861 30,869,480 07 May 2002 ********************************* 429,000 53.6787 23,028,181 08 May 2002 ********************************* 326,000 54.0583 17,623,020 09 May 2002 ********************************* 480,700 54.0542 25,983,863 10 May 2002 ********************************* 110,200 54.3645 5,990,968 30 May 2002 ********************************* 568,800 54.2587 30,862,349 03 June 2002 ********************************* 568,800 54.9000 31,227,120 04 June 2002 ********************************* 548,500 54.0481 29,645,383 05 June 2002 ********************************* 400,000 53.9921 21,596,840 06 June 2002 ********************************* 413,900 54.6256 22,609,536 20 March 2003 ******************************* 435,000 40.2630 17,514,405 21 March 2003 ******************************* 349,100 41.0147 14,318,232 24 March 2003 ******************************* 476,000 40.3728 19,217,453 25 March 2003 ******************************* 216,000 41.1745 8,893,692 31 March 2003 ******************************* 114,000 40.6424 4,633,234 13 May 2003 ********************************* 168,000 44.3598 7,452,446 15 May 2003 ********************************* 151,000 44.4878 6,717,658 19 May 2003 ********************************* 589,200 44.4931 26,215,335 20 May 2003 ********************************* 25,000 44.5000 1,112,500 21 May 2003 ********************************* 378,400 44.2770 16,754,417 29 July 2003 ********************************* 500,000 44.0074 22,003,700 30 July 2003 ********************************* 500,000 43.4070 21,703,500 31 July 2003 ********************************* 348,400 43.8113 15,263,857 14 May 2004 ********************************* 280,000 48.9669 13,710,732 10 June 2004 ********************************* 212,000 50.6122 10,729,786 29 July 2004 ********************************* 120,000 50.9533 6,114,396 02 August 2004 ******************************* 200,000 50.0549 10,010,980 03 August 2004 ******************************* 220,000 50.8129 11,178,838 04 August 2004 ******************************* 175,000 50.4006 8,820,105 05 August 2004 ******************************* 200,000 50.0549 10,010,980 06 August 2004 ******************************* 150,000 49.3436 7,401,540 09 August 2004 ******************************* 250,000 49.4019 12,350,475 10 August 2004 ******************************* 220,000 49.8972 10,977,384 11 August 2004 ******************************* 250,000 49.2607 12,315,175 12 August 2004 ******************************* 210,000 49.4727 10,389,267 13 August 2004 ******************************* 185,000 49.5116 9,159,646 16 August 2004 ******************************* 250,000 50.3929 12,598,225 17 August 2004 ******************************* 180,000 50.0378 9,006,804 18 August 2004 ******************************* 175,000 50.0968 8,766,940 19 August 2004 ******************************* 150,000 50.1317 7,519,755

66 Number of Royal Date Dutch Shares Price (in USD) Total value (USD) 23 August 2004 ******************************* 200,000 50.5467 10,109,340 24 August 2004 ******************************* 175,000 49.6680 8,691,900 25 August 2004 ******************************* 180,000 49.7668 8,958,024 26 August 2004 ******************************* 150,000 49.9904 7,498,560 02 September 2004 **************************** 180,000 51.4388 9,258,984 03 September 2004 **************************** 120,000 51.5639 6,187,668

Purchases of Royal Dutch Shares by Pecten Orient Company Number of Royal Date Dutch Shares Price (in USD) Total value (USD)

15 May 2003 10 44.7300 447

Purchases of Royal Dutch Shares by Pecten Victoria Company Number of Royal Date Dutch Shares Price (in USD) Total value (USD)

15 May 2003 90 44.7300 4,026

Purchases of Royal Dutch Shares by Solen Insurance Limited Number of Royal Date Dutch Shares Price (in USD) Total value (EUR)

18 November 2003 464 37.3900 17,349

67 14. OTHER INFORMATION

14.1 Incorporation of documents by reference The following documents are incorporated in this document by reference: ) the Listing Particulars; ) the US Prospectus (including all documents incorporated by reference therein); ) the Solicitation/Recommendation Statement on Schedule 14D-9 under Section 14(d)(4) of the US Exchange Act of Royal Dutch in respect of the Royal Dutch Offer; ) Amendment No. 1 to Royal Dutch’s and Shell Transport’s annual report on Form 20-F for the year ended 31 December 2004, as filed with the SEC on 4 May 2005 (this document comprises the full annual report on Form 20-F of Royal Dutch and Shell Transport (originally filed on 30 March 2005) as it was amended and re-filed on 4 May 2005); and ) the Royal Dutch Shell Articles.

14.2 Financial information on Royal Dutch Shell, Royal Dutch and Shell Transport Financial information on each of Royal Dutch Shell, Royal Dutch/Shell Group, Royal Dutch and Shell Transport is set out in Parts VIII, XII, XIII, XIV, XV, XVI, XVII and XVIII respectively, of the Listing Particulars.

14.3 Price movements for Royal Dutch Shares The following chart shows movements in the price of the Royal Dutch Shares and the movements in the AEX index, as reported by Bloomberg, on Euronext Amsterdam in the period from 28 October 2003 through 13 May 2005 (the last practicable date prior to the publication of this document).

50 390

Royal Dutch & AEX Index 380 48 370

46 360

350 44

340

42 330

40 320

310 38 300

36 290 28-Jul-04 28-Jan-04 28-Apr-04 28-Jun-04 28-Jan-05 28-Apr-05 28-Oct-03 28-Nov-03 28-Oct-04 28-Nov-04 28-Feb-04 28-Mar-04 28-Feb-05 28-Mar-05 28-Dec-03 28-Aug-04 28-Sep-04 28-Dec-04 28-May-04

Royal Dutch Share price AEX Index

14.4 Information on ABN AMRO In connection with the Transaction, Royal Dutch retained ABN AMRO to act as its ﬁnancial advisor and render opinions as to the fairness from a ﬁnancial point of view of the exchange ratio to the holders of Royal Dutch Shares. Following the announcement of the possible Transaction on 28 October 2004, ABN AMRO has also been retained by Royal Dutch Shell to act as Dutch exchange agent in the Royal Dutch Offer and as co-listing agent in connection with the listing of the ‘‘A’’ Shares and the ‘‘B’’ Shares on Euronext Amsterdam, and as paying agent in connection with dividends payable on the ‘‘A’’ Shares and the ‘‘B’’ Shares listed on Euronext Amsterdam.

68 In addition, ABN AMRO assisted Royal Dutch Shell by transferring shares into the Euroclear Nederland clearing system. From time to time ABN AMRO and its affiliates have also (i) maintained banking relationships with Royal Dutch, Shell Transport or the Royal Dutch/Shell Group, including overdraft facilities and intraday facilities related to cash management and project financing, (ii) provided investment banking services such as mergers and acquisitions advice and (iii) executed transactions, for their own account or for the accounts of customers, in the Royal Dutch Shares or the Shell Transport Ordinary Shares or debt securities of Royal Dutch and Shell Transport and, accordingly, may at any time hold a long or short position in such securities. ABN AMRO is an internationally recognised investment banking and advisory firm. As part of its investment banking and financial advisory business, ABN AMRO is continuously involved in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Jonkheer Aarnout Loudon, who is a member of the Royal Dutch Supervisory Board, is Chairman of the Supervisory Board of ABN AMRO Holding N.V., the parent company of ABN AMRO. Jonkheer Aarnout Loudon has not been involved in the decisions by Royal Dutch and ABN AMRO in connection with the services provided by ABN AMRO to Royal Dutch or Royal Dutch Shell.

69 15. PRESS RELEASES On 28 October 2004, Royal Dutch and Shell Transport issued the following press release: Quote

ROYAL DUTCH / SHELL PROPOSES ONE COMPANY, ONE BOARD AND ONE CHIEF EXECUTIVE

1. Background to review As announced on 18 March and 17 June 2004, a review of the structure and overall governance of the Royal Dutch / Shell Group of Companies (the ‘‘Group’’) has been carried out by a Steering Group drawn from the Boards of the two parent companies, RD and ST&T. The terms of reference of the Steering Group were to consider: (i) how to simplify the Boards and Group management structures; (ii) how decision-making processes and accountability could be improved; and (iii) ways in which effective leadership for the Group as a whole could be enhanced. The Steering Group was chaired by Lord Kerr and its members were Mr Maarten van den Bergh, Sir Peter Job, Jonkheer Aarnout Loudon and Mr Jeroen van der Veer. The Steering Group was advised by Citigroup and Rothschild as well as external legal advisers and has considered a wide range of possible structures to meet the objectives of the review. Throughout the last few months, members of the Steering Group have heard the views of a large number of shareholders from The Netherlands, the UK, the US and elsewhere. Members of the Steering Group have also met with shareholder bodies in the UK and The Netherlands. The Steering Group reported to the Boards of RD and ST&T who, having considered the conclusions of the review, expect to recommend to their respective shareholders the proposals set out in this announcement.

2. New corporate structure The Boards of RD and ST&T have agreed to propose to their shareholders that the existing two parent companies will become subsidiaries of a single new holding company, Royal Dutch Shell plc (‘‘Royal Dutch Shell’’) (the ‘‘Transaction’’). A definitive agreement will only be entered into after appropriate consultation with competent employee representative bodies. Royal Dutch Shell will be incorporated in England and Wales and tax resident in The Netherlands. There will be a single corporate headquarters in The Netherlands. In practice, this will mean that: ) Board, Board Committee and Executive Committee meetings of Royal Dutch Shell will normally be held in The Netherlands; ) Substantially all members of the Executive Committee and most of the heads of key corporate functions will have their main offices and carry out their managerial activities in The Netherlands; ) As is currently the case, a majority of the main global businesses of the Group will have their effective place of management in The Netherlands; ) A substantial presence will be maintained in the UK where the global Downstream (Oil Products & Chemicals) and Trading businesses will continue to be based; ) Certain corporate functions will continue to be based in London, including Treasury and Investor Relations; and ) The Group will continue to have substantial operating activities and investments located in both The Netherlands and the UK and in both Upstream and Downstream businesses. The Boards believe that centralising the current split central offices into a single headquarters will lead to management efficiencies. The choice of The Netherlands as the headquarters is natural given the Group’s history and the businesses already based there. We currently expect that approximately 200 employees will be affected by the move to a single headquarters.

70 Dutch tax residency is beneficial for the Group. Maintaining a single headquarters in The Netherlands preserves this position. From a tax perspective, the Transaction is broadly neutral for the Group. RD shareholders will be offered 60 per cent of the issued share capital of Royal Dutch Shell and ST&T shareholders will be offered 40 per cent. This sharing of economic ownership reflects the terms of the existing ownership of the Group by RD and ST&T. Following implementation of the proposals, the terms of the existing relationship between RD and ST&T and their ownership of Group assets will no longer be relevant. To preserve the current tax treatment of dividends for all shareholders, Royal Dutch Shell will have ‘A’ and ‘B’ shares. It is envisaged that RD shareholders will receive ‘A’ shares and Dutch-sourced dividends while ST&T shareholders will receive ‘B’ shares and UK-sourced dividends. These ‘A’ and ‘B’ shares will otherwise be identical and will vote together as a single class on all matters and have dividends of the same amount declared on them. Further details of the dividend access mechanism by which UK-sourced dividends will be paid to the holders of the ‘B’ shares are set out in section 7 below. Application will be made for Royal Dutch Shell’s shares to be listed on the Official List of the UK Listing Authority and to be admitted to trading on the London Stock Exchange. Application will also be made to list Royal Dutch Shell’s shares on Euronext Amsterdam N.V. In addition, Royal Dutch Shell will apply to list its American Depositary Receipts (‘‘ADRs’’) on the New York Stock Exchange. Following consultation with FTSE International, the Boards are confident that Royal Dutch Shell will be included in the FTSE All-Share and FTSE 100 indices with a weighting reflecting its full market capitalisation, with effect from completion of the Transaction.

3. Leadership and governance The senior management structure of the Group will be simplified. Royal Dutch Shell will have a single-tier Board of Directors headed by a non-executive Chairman, with management led by a Chief Executive. Mr Aad Jacobs will be the non-executive Chairman of Royal Dutch Shell with responsibility for leadership of the Board. Mr Jacobs will be the Chairman from completion of the Transaction until his previously planned retirement at Royal Dutch Shell’s annual general meeting in 2006 when it is envisaged that he will be succeeded by an external appointee. The search for his successor will commence immediately. Lord Kerr will be the Deputy Chairman of the Board and senior independent non-executive Director. Mr Jeroen van der Veer will lead Royal Dutch Shell as Chief Executive. He will have full executive authority and be empowered to drive strategy implementation, operational delivery and cultural change. Mr van der Veer will take on this role with immediate effect. Reporting to Mr van der Veer from today will be: Mr Peter Voser, the Chief Financial Officer; Mr Malcolm Brinded, Executive Director of Exploration and Production; Ms Linda Cook, Executive Director of Gas & Power; and Mr Rob Routs, Executive Director of Oil Products and Chemicals. Mr van der Veer will chair an Executive Committee comprising himself and the four Executive Directors named above. The existing Committee of Managing Directors will be abolished with effect from completion of the Transaction. The Board of Royal Dutch Shell will have a majority of independent non-executive Directors. It will initially comprise ten non-executives (including the Chairman) and five executives, as follows: — Aad Jacobs, Chairman, and Chairman of the Nominations and Succession Committee(3) — Lord Kerr, Deputy Chairman (and senior independent non-executive)(1)(3) — Jeroen van der Veer, Chief Executive — Peter Voser, Chief Financial Officer — Malcolm Brinded, Executive Director, Exploration & Production — Linda Cook, Executive Director, Gas & Power — Rob Routs, Executive Director, Oil Products and Chemicals — Maarten van den Bergh, non-executive(2) — Sir Peter Burt, non-executive(4)

71 — Mary (Nina) Henderson, non-executive(2)(4) — Sir Peter Job, non-executive(1) — Wim Kok, non-executive, and Chairman of the Social Responsibility Committee(2) — Jonkheer Aarnout Loudon, non-executive, and Chairman of the Remuneration Committee(1)(3) — Christine Morin-Postel, non-executive(4) — Lawrence Ricciardi, non-executive, and Chairman of the Audit Committee(4)

(1) Remuneration Committee (2) Social Responsibility Committee (3) Nominations and Succession Committee (4) Audit Committee The remaining Directors will retire from the Boards of RD and ST&T at completion of the Transaction. Six of the ten non-executive Directors initially on the Board have been drawn from the seven members of the RD Supervisory Board; four have been drawn from the nine non-executive directors of the ST&T Board. The selection of these non-executives brings diversity and appropriate business and professional experience, as well as achieving a suitable balance geographically. Future appointments will reflect these principles and the international character of the Group’s business, whilst preserving the benefits of the national origins, culture and heritage of the Group. Five of the initial ten non-executive Directors are expected to be replaced by 2008, namely the Chairman in 2006 and two more in each of 2007 and 2008. The retiring non-executive Directors will be replaced by candidates with the appropriate experience and qualifications to ensure the continued effectiveness of the Board’s supervision of the Group. Royal Dutch Shell will observe best practice in corporate governance and will comply in all material respects with the UK Combined Code and applicable provisions of the US Sarbanes-Oxley Act and the corporate governance rules of the New York Stock Exchange. In so doing, Royal Dutch Shell will also meet key objectives of the Dutch Tabaksblat Corporate Governance Code. After completion, Royal Dutch Shell will also be subject to the City Code on Takeovers and Mergers (the ‘‘City Code’’).

4. Benefits of the proposals The Boards believe that implementation of the proposals will deliver significant benefits.

Clarity and Simplicity A single, smaller Board for Royal Dutch Shell will provide benefits over the current dual Board governance structure. The proposals will also deliver a simplified senior management structure for the Group and provide clarity of leadership under the Chief Executive. Specifically, the Committee of Managing Directors will be abolished on completion. The Chief Executive will be empowered to drive strategy implementation, operational delivery and cultural change. To reinforce the focus on delivering the Group’s strategy and priorities, management will accelerate the existing programmes of standardising systems and processes and establishing global businesses and global operating models.

Efﬁciency The Boards believe that the streamlined approach to senior management with clear lines of authority and an empowered Chief Executive will increase efﬁciency both in terms of decision-making and management processes generally.

72 In place of the current split corporate centres, there will be one headquarters. As this move is implemented the Boards expect that the centralisation of functions and the removal of duplication will provide further management efﬁciencies.

Accountability The Boards believe that the revised governance and senior management structure has clear lines of authority and will increase the accountability of management to the Board of Royal Dutch Shell. In addition, the move from two Boards to a single Board and the appointment of a non-executive Chairman and a Chief Executive will improve the accountability of the Board and management of Royal Dutch Shell to all shareholders. The role of the Chief Financial Ofﬁcer has also been expanded and strengthened.

5. Financial flexibility The current corporate structure has restricted the flexibility of the Group with regard to both debt and equity issuance. One of the benefits of the proposed structural changes is that these impediments are removed.

6. Dividend policy Dividends, currently paid to RD and ST&T shareholders every six months, will be paid on a quarterly basis starting with the dividend for the first quarter of 2005. It is expected that this dividend will be declared by Royal Dutch Shell. Royal Dutch Shell will declare its dividends in Euros but holders of ‘B’ shares will receive dividend payments in Pounds Sterling and holders of ADRs in US Dollars. In setting the level of the dividend, the Board of Royal Dutch Shell will continue to seek to increase dividends at least in line with inflation over time, with the base for the 2005 financial year being the dividend paid by RD in respect of the financial year ending 31 December 2004. The final dividend in respect of the 2004 financial year is expected to be paid by RD and ST&T to their respective shareholders as a second interim dividend. The dividend will be announced at the time of the Group’s preliminary results announcement in or about February 2005 and paid in March 2005. The dividend in respect of the first quarter of the 2005 financial year, under the Group’s new quarterly dividend policy, is expected to be declared on or shortly after completion of the Transaction and paid within a month of declaration.

7. Implementation Process The proposals are expected to be implemented through (i) a public exchange offer by Royal Dutch Shell for the RD ordinary shares (the ‘‘Tender Offer’’) and (ii) the acquisition of ST&T by Royal Dutch Shell pursuant to a Scheme of Arrangement of ST&T under section 425 of the Companies Act 1985 (the ‘‘Scheme’’). Implementation of the Transaction and speciﬁcally the impact of having a single corporate headquarters in The Netherlands will be the subject of appropriate consultation with relevant employee representative bodies and others, as required. It is expected that documents containing deﬁnitive proposals for the Transaction will be made available, and where applicable posted, to RD and ST&T shareholders in March 2005. Implementation of the proposed Transaction will be subject to votes of the shareholders of RD and ST&T, which are expected to take place on 22 April 2005, the same day as their respective AGMs. The proposed Transaction is expected to complete in May 2005.

Share exchange terms In order to effect the Transaction, holders of RD and ST&T shares will be offered Royal Dutch Shell shares. Under the proposed terms of the Transaction, RD ordinary shareholders will receive ‘A’ shares and ST&T ordinary shareholders will receive ‘B’ shares in Royal Dutch Shell. As discussed below, holders may also elect to receive Royal Dutch Shell ADRs.

73 Currently, RD owns 60 per cent of the Group and ST&T owns 40 per cent. The exchange terms offered to RD and ST&T shareholders are expected to reﬂect this. Accordingly, RD shares are expected to be exchanged for Royal Dutch Shell shares on the following basis: for every one RD ordinary share currently owned, an RD shareholder will receive two Royal Dutch Shell ‘A’ shares ST&T shares are expected to be exchanged for Royal Dutch Shell shares on the following basis: for every one ST&T ordinary share currently owned, an ST&T shareholder will receive approximately 0.2874 Royal Dutch Shell ‘B’ shares These expected exchange terms assume the current number of shares in issue, i.e. 2,074,400,000 ordinary RD shares and 9,624,900,000 ST&T ordinary shares. The exchange terms mean that, following completion of the Transaction, RD shareholders will hold 4,148,800,000 shares in Royal Dutch Shell (representing 60 per cent of its issued share capital), and ST&T shareholders will hold 2,765,866,667 shares in Royal Dutch Shell (representing 40 per cent of its issued share capital), assuming that all RD shareholders accept the Tender Offer.

Dividend access mechanism The Boards believe that preserving the current tax treatment of dividends for shareholders is important. Accordingly, Royal Dutch Shell will issue two classes of shares. RD shareholders will be offered ‘A’ shares and ST&T shareholders will be offered ‘B’ shares. Dividends declared on the ‘A’ shares and ‘B’ shares will be identical and each will be paid quarterly. The ‘A’ shares and ‘B’ shares will rank pari passu in all respects except for the dividend access mechanism described below. Dividends paid on ‘A’ shares of Royal Dutch Shell will be paid by Royal Dutch Shell in the usual way and will therefore be Dutch-sourced. Subject to any changes in Dutch law, the tax treatment of such dividends will therefore be the same as the tax treatment of dividends currently paid on RD ordinary shares. Dutch-sourced dividends are subject to Dutch withholding tax (unless an exemption is available). It is intended that holders of ‘B’ shares in Royal Dutch Shell will receive dividends that are UK-sourced and therefore subject to UK tax treatment (and not Dutch tax treatment). This will be achieved through a dividend access mechanism, which has been approved by the relevant Dutch authorities. In the event that it is not possible to pay the ‘B’ shareholders all of their dividends from UK-sourced income, then the shortfall will be made up with dividends which are Dutch-sourced. The dividend access mechanism may be suspended or terminated at any time by the Directors, without ﬁnancial recompense, for instance in response to changes in relevant tax legislation.

Conditions The conditions that need to be satisﬁed for the Transaction to be implemented will be set out in detail in the formal documentation for the Tender Offer and the Scheme and are expected to include: ) Approval of the Scheme, at a meeting to be convened by the English High Court, by a majority in number representing not less than 75 per cent in value of those ST&T shareholders present and voting either in person or by proxy; ) The passing of related resolutions by shareholders of ST&T at an extraordinary general meeting; ) The passing of a resolution by shareholders of RD approving an implementation agreement relating to the proposals; ) The number of RD ordinary shares irrevocably tendered for acceptance in the Tender Offer representing at least 95 per cent of the outstanding RD ordinary shares or such lesser percentage as Royal Dutch Shell may decide in accordance with applicable law; ) The admission of Royal Dutch Shell’s ordinary shares to the Ofﬁcial List of the UK Listing Authority and to trading on the London Stock Exchange, the listing of Royal Dutch Shell’s ordinary shares on Euronext Amsterdam and its ADRs on the New York Stock Exchange; and

74 ) Receipt of any necessary regulatory and other consents, including anti-trust consents from the European Commission and relevant authorities in the United States and elsewhere. In order for the proposals to be implemented, the conditions to both the Tender Offer and the Scheme must be satisﬁed.

UK City Code This announcement is being made pursuant to Rule 2.4 of the City Code and there is no formal obligation, at this stage, on Royal Dutch Shell to proceed with the Scheme and the Tender Offer. However, it is currently the intention of the Boards to proceed with the proposals and a further announcement pursuant to Rule 2.5 of the City Code, containing full details of the terms and conditions to which the Transaction will be subject, is expected to be made in due course.

AFM This announcement is a public announcement as meant within section 9b paragraph 2 sub (a) of the Dutch Securities Markets Supervision Decree (Besluit toezicht effectenverkeer 1995).

8. Other matters ADRs To facilitate Royal Dutch Shell’s listing on the New York Stock Exchange, an ADR programme will be established for both the ‘A’ shares and the ‘B’ shares. US and other shareholders in RD and ST&T (including existing holders of RD ordinary shares and of ST&T ADRs, both listed on the New York Stock Exchange) will have the option of exchanging their existing securities in RD and/or ST&T for Royal Dutch Shell ADRs (or Royal Dutch Shell shares). It is expected that one Royal Dutch Shell ADR will represent two Royal Dutch Shell shares. Accordingly, New York Stock Exchange listed RD ordinary shares are expected to be exchanged for Royal Dutch Shell ADRs on the following basis: for every one RD ordinary share currently owned, a RD shareholder will receive one new Royal Dutch Shell ADR and ST&T ADRs are expected to be exchanged for Royal Dutch Shell ADRs on the following basis: for every one ST&T ADR currently owned, a ST&T ADR holder will receive approximately 0.8621 new Royal Dutch Shell ADRs These expected exchange terms are based on the current number of RD and ST&T shares in issue.

Buybacks To date, RD, ST&T and other Group companies have completed $1.7 billion of the $2.0 billion buyback programme (including stock option hedges) announced in April 2004. Given applicable US securities laws, the buyback programme will be suspended for the time being.

Employee share plans The intention is to provide for rollovers of Group share plan participants’ existing options or other rights over RD or ST&T shares into equivalent rights over Royal Dutch Shell shares, subject to detailed analysis of local legal requirements. Therefore, participants will maintain their interests in the Group. It is not intended that the rollovers will lead to any other amendments of the terms of the existing options or other rights over RD or ST&T shares.

AGMs It is intended that, in general, Annual General Meetings of Royal Dutch Shell will be held in The Netherlands. A video-link to a UK venue will be made available to facilitate the attendance and participation of UK based shareholders.

75 Shareholder Communications The report and accounts of Royal Dutch Shell and all communications with its shareholders will be produced in English and Dutch translations will be available.

Removal of priority shares As announced on 17 June 2004, a proposal to abolish the RD Priority Shares will be put to the RD Annual General Meeting in April 2005. It is intended that the proposal will be effected through a buyback of the Priority Shares at their nominal value.

Removal of ST&T Preference Shares In conjunction with the implementation of the Transaction, proposals will be made by ST&T to the holders of its 5.5 per cent First Preference Shares and its 7 per cent Second Preference Shares for their cancellation and repayment.

Delisting of Royal Dutch and ST&T from certain exchanges RD and ST&T intend to de-list their shares from the following stock exchanges in parallel with but not conditional upon the implementation of the Transaction: RD — Zurich, Luxemburg, Vienna, Brussels, Paris, Frankfurt and other German exchanges; ST&T — Brussels, Paris, Frankfurt and other German exchanges.

Registered shares All of Royal Dutch Shell’s ordinary shares will be issued in registered form.

Accounting basis Royal Dutch Shell will account for its assets and liabilities on an historical cost (or carry-over) basis under International Financial Reporting Standards (‘‘IFRS’’) and US GAAP.

9. Recommendations The Boards of RD and ST&T, who have received ﬁnancial advice from Citigroup and Rothschild, believe that the proposed Transaction is in the interests of shareholders of RD and ST&T as a whole. In providing their advice to the Boards of RD and ST&T, Citigroup and Rothschild have relied on the RD and ST&T Boards’ commercial assessments of the proposed Transaction. Citigroup and Rothschild are also ﬁnancial advisers to Royal Dutch Shell in respect of the Transaction.

Tender Offer for Royal Dutch The Supervisory Board and the Management Board of RD have duly considered the strategic, financial and social aspects of the proposed Transaction and expect to confirm in the offer documents that the proposed Transaction is in the best interests of RD, its shareholders and other stakeholders in RD. The Supervisory Board and the Management Board of RD have been advised by ABN AMRO and received a separate opinion from ABN AMRO that, as at 27 October 2004, based upon and subject to matters considered, assumptions used and qualifications set forth therein, the exchange ratio to be used in the Tender Offer is fair, from a financial point of view, to the holders of RD ordinary shares. The Supervisory Board and the Management Board of RD expect to confirm in the offer documents their opinion that the proposed Transaction is fair and reasonable to the shareholders of RD. Therefore, the Supervisory Board and the Management Board support the proposed Transaction and expect to unanimously recommend that RD Shareholders accept the Tender Offer and tender their shares.

Scheme for ST&T The Directors of ST&T, who have been so advised by Deutsche Bank, consider the terms of the proposed Transaction to be fair and reasonable. In providing advice to the Directors of ST&T, Deutsche Bank has taken into account the commercial assessments of the Directors of ST&T.

76 Accordingly, the Directors of ST&T expect unanimously to recommend that their shareholders vote, and that the holders of ST&T ADRs instruct the Depository to vote, in favour of the Scheme as they expect to do in respect of their own beneﬁcial shareholdings (representing less than one per cent of the issued share capital of ST&T). Unquote On 26 November 2004, RD, ST&T and Royal Dutch Shell issued the following press release: Quote

JOINT ANNOUNCEMENT BY N.V. KONINKLIJKE NEDERLANDSCHE PETROLEUM MAAT- SCHAPPIJ (‘‘RD’’) AND THE ‘‘SHELL’’ TRANSPORT AND TRADING COMPANY, PUBLIC LIMITED COMPANY (‘‘ST&T’’) This announcement is also made on behalf of Royal Dutch Shell plc pursuant to article 9(g) (1) (c) of the Dutch Decree on the supervision of the securities trade.

Update on Structure and Governance Process and Dividends

Background On 28 October 2004, the Boards of RD and ST&T (together, ‘‘the Boards’’) announced their unanimous agreement to propose to their shareholders the uniﬁcation of the Royal Dutch/Shell Group of Companies under a single parent company, Royal Dutch Shell plc (the ‘‘Transaction’’).

Transaction Timetable The preparation of definitive proposals and the required extensive documentation for the Transaction are progressing, along with required employee consultations. Draft shareholder documentation is being prepared for submission to regulators in the Netherlands, the United Kingdom and the United States. Internally, preparations are underway to implement the new governance and structure upon completion of the Transaction. As announced on 28 October 2004, the review of proved oil and gas reserves is continuing on schedule, and to the extent possible, the remaining proved reserves that have not yet received detailed review will be audited prior to the end of 2004. Also as announced on 28 October, this review may require a restatement of previous periods to allocate revisions to the year concerned. The proved reserves information and its effects on the Group’s historical financial statements will also be subject to regulatory review prior to publication. Should restatements of previous periods be required, publication of the Group’s financial statements for 2004 would be delayed. The shareholder documents relating to the Transaction are required to include the Group’s 2004 financial statements. Therefore, any delay in publishing those financial statements would also result in delays in the publication of the Transaction documents. Given this potential for delay and to avoid uncertainty for shareholders, the Annual General Meetings (‘‘AGMs’’) of RD and ST&T will now be held on 28 June 2005. The parent companies envisage that the Transaction will be voted on by shareholders at meetings on that day, with the Transaction expected to be completed in July.

Fourth Quarter 2004 Results and Dividends Fourth quarter 2004 results, including an update on proved reserves and on the timetable of the Transaction, are expected to be announced on 3 February 2005. The second interim dividend is also expected to be announced on this date, and it is expected that the dividend will be paid in March 2005, as confirmed on 3 November 2004. It is also intended that a quarterly dividend will be paid in respect of the first quarter of the 2005 financial year. That dividend is expected to be declared with the first quarter results announcement and paid in June by RD and ST&T to their respective shareholders. Unquote

77 16. ADVISERS AND EXCHANGE AGENTS

Joint sponsors and ﬁnancial advisers Citigroup Global Markets Limited NM Rothschild & Sons Limited Citigroup Centre New Court Canada Square St Swithin’s Lane Canary Wharf London EC4P 4DU London E14 5LB United Kingdom United Kingdom

Listing agents in connection with the listing on Euronext Amsterdam ABN AMRO Bank N.V. Citigroup Global Markets Limited NM Rothschild & Sons Limited Gustav Mahlerlaan 10 Citigroup Centre New Court 1082 PP Amsterdam Canada Square St Swithin’s Lane The Netherlands Canary Wharf London EC4P 4DU London E14 5LB United Kingdom United Kingdom

Dutch exchange and paying agent Financial Adviser to Royal Dutch ABN AMRO Bank N.V. ABN AMRO Bank N.V. Gustav Mahlerlaan 10 Gustav Mahlerlaan 10 1082 PP Amsterdam 1082 PP Amsterdam The Netherlands The Netherlands

Dutch legal advisers English legal advisers US legal advisers De Brauw Blackstone Slaughter and May Cravath, Swaine & Moore LLP Westbroek N.V. One Bunhill Row CityPoint Tripolis London EC1Y 8YY One Ropemaker Street Burgerweeshuispad 301 United Kingdom London EC2Y 9HR 1076 HR Amsterdam United Kingdom The Netherlands

US Exchange agent JPMorgan Chase Bank, N.A. c/o EquiServe Corporate Reorganization P.O. Box 859208 Braintree MA 02185-9208 United States

78 ANNEX 1 IMPLEMENTATION AGREEMENT

IMPLEMENTATION AGREEMENT

THIS AGREEMENT is made on 18 May 2005

BETWEEN:

(1) N.V. KONINKLIJKE NEDERLANDSCHE PETROLEUM MAATSCHAPPIJ (ROYAL DUTCH PETROLEUM COMPANY), a company incorporated in The Netherlands having its principal place of business at Carel van Bylandtlaan 30, 2596 HR The Hague, The Netherlands (‘‘RD’’);

(2) THE ‘‘SHELL’’ TRANSPORT AND TRADING COMPANY, PUBLIC LIMITED COMPANY, a public limited company incorporated in England and Wales (registered No. 00054485) having its registered ofﬁce at Shell Centre, London SE1 7NA, England (‘‘STT’’); and

(3) ROYAL DUTCH SHELL PLC, a company incorporated in England and Wales (registered No. 04366849) having its registered ofﬁce at Shell Centre, London SE1 7NA, England and having its headquarters at Carel van Bylandtlaan 30, 2596 HR The Hague, The Netherlands (‘‘Royal Dutch Shell’’).

WHEREAS:

IT IS AGREED as follows:

1. INTERPRETATION

1.1 In this Agreement, the following deﬁnitions are used:

‘‘Agreed Form’’ means, in relation to any document, such document in the form agreed and initialled for the purposes of identiﬁcation only by or on behalf of RD, STT and Royal Dutch Shell; ‘‘Court Meeting’’ means the meeting of holders of STT ordinary shares and STT bearer warrants, for the purpose of approving the Scheme, convened by direction of the Court pursuant to section 425 of the Companies Act 1985, including any adjournment thereof; ‘‘Court’’ means the High Court of Justice in England and Wales; ‘‘Existing Agreements’’ has the meaning given in Clause 8.1; ‘‘Hearing Date’’ means the date of the hearing by the Court of the petition to sanction the Scheme; ‘‘Listing Particulars’’ means the listing particulars of Royal Dutch Shell, in the Agreed Form, to be published in connection with the Transaction and the applications for listing of Royal Dutch Shell’s ordinary shares in London and Amsterdam, including any supplementary listing particulars or supplements or wraparounds as necessary in connection with either application; ‘‘Offer Documents’’ means the RD Offer Document and the US Offer Document, including any supplements or wraparounds as necessary in connection with the RD Offer; ‘‘RD Offer’’ means the public offer to be made by Royal Dutch Shell for the entire issued ordinary share capital of RD on the terms described in, and subject to the conditions set out in, the Offer Documents;

79 ‘‘RD Offer Document’’ means the offer document in the Agreed Form, to be dated 19 May, 2005, (including any documents incorporated by reference therein) whereby Royal Dutch Shell will make an offer for all RD ordinary shares with a nominal value of 0.56 each in the capital of RD, which document will be addressed to non-US holders of RD ordinary shares in bearer or Hague registry form; ‘‘Schedule 14D-9’’ means the Solicitation/Recommendation Statement on Schedule 14D-9 of RD in respect of the RD Offer; ‘‘STT Short Form Scheme Document’’ means the short-form circular relating to the Scheme, in the Agreed Form, to be dated 19 May 2005 and sent to, amongst others, holders of STT ordinary shares; ‘‘STT Long Form Scheme Document’’ means the long-form circular relating to the Scheme, in the Agreed Form, to be dated 19 May 2005 and sent, upon request (or otherwise as required by the Court), to, amongst others, holders of STT ordinary shares; ‘‘Scheme Shares’’ shall have the meaning set out in the STT Long Form Scheme Document; ‘‘Scheme’’ means the proposed scheme of arrangement under section 425 of the Companies Act 1985 between STT and the holders of the Scheme Shares as set out in Part 6 of the STT Long Form Scheme Document with or subject to any modification, addition or condition approved or imposed by the Court; ‘‘Shareholder Documents’’ means the Listing Particulars, the Offer Documents, the STT Long Form Scheme Document, the STT Short Form Scheme Document and the Schedule 14D-9; ‘‘Transaction’’ means the proposed transaction pursuant to which Royal Dutch Shell will, through the RD Offer and the Scheme, become the holding company of RD and STT; and ‘‘US Offer Document’’ means the registration statement on Form F4 to be dated 19 May 2005, consisting of, among other things, the prospectus identified therein and all documents incorporated by reference therein, relating to the part of the RD Offer whereby Royal Dutch Shell will make an offer for all RD ordinary shares with a nominal value of 0.56 each in the capital of RD and the registration of certain Royal Dutch Shell A Shares identified therein under the U.S. Securities Act of 1933, as amended, which document will be addressed to holders of RD ordinary shares in New York registry form or, to the extent located in the U.S., any RD ordinary shares in bearer or Hague registry form.

1.2 In this Agreement, save where the context otherwise requires:

(A) a reference to a statute or statutory provision shall include a reference:

(i) to that statute or provision as from time to time consolidated, modiﬁed, re-enacted or replaced by any statute or statutory provision; and

(ii) to any subordinate legislation made under the relevant statute;

(B) words in the singular shall include the plural, and vice versa;

80 (D) a reference to a person shall be construed so as to include any individual, a ﬁrm, a body corporate, an unincorporated association and a person’s executors or administrators; (E) a reference to a clause or paragraph shall be a reference to a clause or paragraph (as the case may be) of this Agreement; (F) references to writing shall include any modes of reproducing words in a legible and non- transitory form; (G) the headings in this Agreement are for convenience only and shall not affect the interpretation of any provision of this Agreement; and (H) references to subsidiary and subsidiary undertaking shall bear the meanings respectively given in sections 736 and 259 of the Companies Act 1985. 1.3 The Schedules form part of this Agreement and shall have the same force and effect as if set out in the body of this Agreement and references to this Agreement shall include the Schedules.

2. STATEMENT OF PRINCIPLES 2.1 RD and STT acknowledge that, prior to the selection of the Transaction as the means of changing the relationship between them, they had agreed the following statement of principles: (A) Mindful of the advantages conferred on their shareholders, businesses, employees and other stakeholders by the national origins of RD and STT and their respective cultures and heritage, and anxious that those advantages are not lost in future, while being conscious of the international character and business of the Royal Dutch/Shell Group of Companies, RD and STT will use all reasonable endeavours to ensure that proper account shall be taken in the creation and conduct of the new organisation, of the national origins, cultures and heritage of RD and STT, in particular with respect to: (i) the business principles by which business is conducted; (ii) the appointment of directors; (iii) the new organisation’s governance; (iv) the terms of reference of any Committee of the Board; and (v) the drafting of any agreements by which the new structure is implemented. (B) To accomplish the objectives set out in Clause 2.1(A): (i) the Royal Dutch Shell Annual Report and Accounts shall be produced in English with a Dutch translation available on request. (ii) all Royal Dutch Shell shareholder publications other than the Annual Report and Accounts shall be produced in English with a Dutch translation being made available should the Board consider it appropriate to do so. (iii) general meetings of Royal Dutch Shell shall generally be held in The Netherlands, drawing as necessary on technological links to permit active two-way participation by persons physically present in the UK and The Netherlands. 2.2 Royal Dutch Shell agrees that it will adhere to the statement of principles set out in clause 2.1 following completion of the Transaction.

3. CONDITIONS TO THE TRANSACTION, THE OFFER AND THE SCHEME 3.1 The parties have agreed that the Transaction is conditional upon the RD Offer becoming unconditional and the Scheme becoming effective in accordance with their terms by not later than 31 December 2005 (or such later date as the parties may agree and, in respect of the Scheme, the Court may allow).

81 3.2 The parties have agreed that the RD Offer and the Scheme shall be conditional upon the satisfaction (or waiver where permitted by the terms thereof) of the conditions set out in Part 5 of the STT Long Form Scheme Document and in the Offer Documents. 3.3 Subject to their respective directors’ ﬁduciary duties, the parties shall use all reasonable endeavours to implement the Transaction in the form described in the Shareholder Documents and as otherwise provided in this Agreement provided, however, that this Agreement shall not create any enforceable obligations against any party other than RD, STT and Royal Dutch Shell. 3.4 RD, STT and Royal Dutch Shell undertake with each other that, between the date of this Agreement and completion of the Transaction (or, if earlier, termination of this Agreement), they will conduct business in the ordinary and usual course and will not, subject to the ﬁduciary duties of their directors, take any step which might jeopardise or hinder completion of the Transaction.

4. THE OFFER Royal Dutch Shell agrees with RD and STT to make the RD Offer on the terms set out in the Offer Documents and RD agrees with Royal Dutch Shell and STT, subject to its directors’ ﬁduciary duties, to use all reasonable endeavours to procure the satisfaction of the conditions to the RD Offer and to implement the RD Offer in accordance with its terms as set out in the Offer Documents.

5. THE SCHEME STT agrees with RD and Royal Dutch Shell, subject to its directors’ ﬁduciary duties, to use all reasonable endeavours to procure the satisfaction of the conditions to the Scheme and to implement the Scheme in accordance with its terms as set out in the STT Scheme Long Form Document with or subject to any modiﬁcation, addition or condition approved or imposed by the Court.

6. OFFER AND SCHEME PROCEDURES 6.1 Royal Dutch Shell agrees and undertakes to RD and STT not to vary, terminate, or withdraw the RD Offer or to waive the conditions to the RD Offer or to determine whether any of the conditions to the RD Offer have been satisfied without the prior written consent of RD and STT. 6.2 STT agrees and undertakes to RD not to vary (including accepting any modification, addition or condition imposed by the Court), terminate, or withdraw the Scheme or to waive the conditions to the Scheme or to determine whether any of the conditions to the Scheme have been satisfied without the prior written consent of RD.

7. CONSTITUTION AND GOVERNANCE 7.1 The parties shall ensure that, with effect from completion of the Transaction, the Articles of Association of Royal Dutch Shell shall be substantially in the form set out in Schedule 1. 7.2 Royal Dutch Shell agrees with RD and STT that it will, with effect from completion of the Transaction: (A) adopt the corporate governance arrangements set out in Schedule 2; and (B) comply with such arrangements (as amended from time to time by the board of directors of Royal Dutch Shell). 7.3 It is each party’s intention to ensure ongoing compliance with corporate governance guidelines established under the Combined Code on Corporate Governance and with the applicable requirements of the Sarbanes Oxley Act of 2002, applicable securities laws and the New York Stock Exchange rules.

8. TERMINATION OF EXISTING AGREEMENTS 8.1 RD and STT acknowledge that there are in force between them (and other related parties) a number of agreements which regulate:

82 (A) their respective economic rights in their combined business interests; and/or (B) the management and governance of their combined business interests, (together, the ‘‘Existing Agreements’’). 8.2 With effect from completion of the Transaction: (A) all Existing Agreements between RD and STT shall terminate automatically; and (B) RD and STT shall use their respective reasonable endeavours to terminate all Existing Agreements to which any third party is a party.

9. TERMINATION 9.1 This Agreement may be terminated forthwith by RD giving notice to STT in the event that the resolution approving the Scheme is not passed at the Court Meeting by the requisite majority. 9.2 This Agreement shall terminate automatically if a resolution approving this Agreement is put to the shareholders of RD and is not approved by the requisite majority. 9.3 In the event that by 31 December 2005 any of the conditions to the RD Offer or the Scheme have not been satisﬁed or waived in accordance with their terms or the Transaction has not become effective in accordance with its terms, this Agreement may be terminated by either RD or STT giving notice to the other and Royal Dutch Shell. 9.4 STT undertakes with Royal Dutch Shell and RD not to proceed with the Scheme and to withdraw the Scheme forthwith if this Agreement is terminated in accordance with its terms at any time prior to the Hearing Date.

10. COSTS It is agreed that if the Transaction is not completed each party shall bear its own costs in relation to this Agreement and the transactions contemplated hereby.

11. DELAY No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any further exercise thereof or the exercise of any right, power or privilege hereunder or otherwise.

12. ASSIGNMENT No party may assign or transfer all or part of its rights or obligations under this Agreement.

13. NOTICES 13.1 A notice, approval, consent or other communication in connection with this Agreement: (A) must be in writing; and (B) must be left at the address of the addressee, or sent by prepaid ordinary post (airmail if posted to or from a place outside the United Kingdom) to the address of the addressee or sent by facsimile to the facsimile number of the addressee which is speciﬁed in this clause or if the addressee notiﬁes another address or facsimile number then to that address or facsimile number. The address and facsimile number of each party is: (A) RD Carel van Bylandtlaan 30 2596 HR The Hague The Netherlands Attention: Company Secretary Facsimile: +31 70 377 3687

83 (B) STT Shell Centre London SE1 7NA England Attention: Company Secretary Facsimile: +44 20 7934 5153 (C) Royal Dutch Shell Carel van Bylandtlaan 30 2596 HR The Hague The Netherlands Attention: Company Secretary Facsimile: +31 70 377 3687

14. MISCELLANEOUS PROVISIONS 14.1 No Partnership Nothing in this Agreement or in any document referred to in it shall constitute any of the parties a partner of any other.

14.2 Contracts (Rights of Third Parties) Acts 1999 The parties to this Agreement do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not party to this Agreement.

14.3 Entire Agreement (A) This Agreement and the Unification Protocol signed by RD and STT on 28 October 2004 (the ‘‘Unification Protocol’’) constitute the whole and only agreement between the parties relating to the subject matter of this Agreement. (B) Each party acknowledges that in entering into this Agreement it is not relying upon any pre- contractual statement which is not set out in this Agreement or the Unification Protocol. (C) Except in the case of fraud, no party shall have any right of action against any other party to this Agreement arising out of or in connection with any pre-contractual statement except to the extent that it is repeated in this Agreement or the Unification Protocol. (D) For the purposes of this clause, ‘‘pre-contractual statement’’ means any draft, agreement, undertaking, representation, warranty, promise, assurance or arrangement of any nature whatsoever, whether or not in writing, relating to the subject matter of this Agreement or the Unification Protocol made or given by any person at any time prior to the date of this Agreement.

15. COUNTERPARTS This Agreement may be executed in a number of counterparts and by the parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all counterparts shall together constitute one and the same agreement.

16. GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS 16.1 This Agreement shall be governed by, and construed in accordance with, English law. 16.2 Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled exclusively and ﬁnally by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force.

84 16.3 The appointing authority shall be The International Chamber of Commerce’s International Court of Arbitration (ICC).

16.4 The number of arbitrators shall be three.

16.5 The place of arbitration shall be The Hague.

16.6 The language to be used in the arbitral proceedings shall be English.

This Agreement has been executed by the parties hereto on the date ﬁrst above written.

Signed by E for and on behalf of N.V. KONINKLIJKE F NEDERLANDSCHE PETROLEUM MAATSCHAPPIJ (ROYAL DUTCH PETROLEUM COMPANY) H

Signed by) E for and on behalf of THE ‘‘SHELL’’ TRANSPORT F AND TRADING COMPANY, PUBLIC LIMITED COMPANY H

Signed by E F for and on behalf of ROYAL DUTCH SHELL PLC H

85 SCHEDULE 1 TO THE IMPLEMENTATION AGREEMENT

ARTICLES OF ASSOCIATION of Royal Dutch Shell plc (Articles adopted on 17 May 2005)

1. Exclusion of Table A The regulations in Table A of The Companies (Tables A to F) Regulations 1985 and any similar regulations in any other legislation relating to companies do not apply to the company.

2. Deﬁnitions (A) The following table gives the meaning of certain words and expressions as they are used in these articles. However, the meaning given in the table does not apply if it is not consistent with the context in which a word or expression appears. At the end of these articles there is a Glossary which explains various words and expressions which appear in the text. The Glossary also explains some of the words and expressions used in the memorandum. The Glossary is not part of the memorandum or articles and does not affect their meaning.

‘‘address’’ in relation to electronic communications, includes any number or address used for the purposes of such communications; ‘‘affiliate’’ means any undertaking within the meaning of section 259 of the Companies Act, which is not an associated company of the company, and (i) in which the company or any of its associated companies holds any shares (within the meaning of section 259 of the Companies Act); and (ii) of which a director or employee of the company or of any of its associated companies is a director (or holds an equivalent office) and in such capacity is a nominee of the company or any of its associated companies; ‘‘alternate director’’ has the meaning given in article 99; ‘‘these articles’’ means these articles of association, including any changes made to them, and the expression ‘‘this article’’ refers to a particular article in these articles of association; ‘‘amount’’ (of a share) this refers to the nominal amount of the share; ‘‘associated company’’ has the meaning given in the Companies Act; ‘‘auditors’’ means the auditor of the company and, where two or more persons are appointed to act jointly, any one of them; ‘‘A shares’’ means the A ordinary shares of 40.07 each in the capital of the company; ‘‘B shares’’ means the B ordinary shares of 40.07 each in the capital of the company; ‘‘certificated share’’ means a share which is not a CREST share and is normally held in certificated form; ‘‘chairman’’ means the chairman of the board of directors; ‘‘clear days’’ in relation to the period of a notice means that period excluding the day when the notice is served or deemed to be served and the day for which it is given or on which it is to take effect; ‘‘Companies Act’’ means the Companies Act 1985;

86 ‘‘CREST’’ means the electronic settlement system for securities traded on a recognised investment exchange and owned by CRESTCo Limited, or any similar system; ‘‘CREST share’’ means a share which is noted on the register as being held through CREST in uncertificated form; ‘‘deputy chairman’’ has the meaning given in article 117; ‘‘directors’’ means the executive and non-executive directors of the company who make up its board of directors (and ‘‘director’’ means any one of them) or the directors present at a meeting of the directors at which a quorum is present; ‘‘dividend access trustee’’ means the trustee of any trust established for the purpose of receiving, on behalf of holders of B shares, amounts paid by way of dividend to such trust by a subsidiary of the company; ‘‘electronic signature’’ means anything in electronic form which the directors require to be included with an electronic communication to establish the authenticity or integrity of the communication; ‘‘Euroclear Nederland’’ means the Dutch depositary and settlement institute defined as the ‘‘Central Institute’’ under the provisions of the Securities Giro Act (‘‘Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V.’’), or such other central institute in The Netherlands from time to time; ‘‘euro deferred shares’’ means the non-voting euro deferred shares of 40.07 each in the capital of the company; ‘‘headquarters’’ means the headquarters of the company established in accordance with article 87; ‘‘holder’’ in relation to any shares means the person whose name is entered in the register as the holder of those shares; ‘‘legislation’’ means every statute (and any orders, regulations or other subordinate legislation made under it) applying to the company; ‘‘Listing Rules’’ means the rules which are made from time to time by the relevant competent authority for the purposes of the regulation of the listing of the company’s securities on the official list; ‘‘market value’’ means, in relation to a listed security, the middle market quotation for that security as derived from the Daily Official List of the London Stock Exchange plc or any other publication of a recognised investment exchange showing quotations for listed securities as agreed with the UK Listing Authority for the relevant date, or such other value as the directors may decide; ‘‘office’’ means the company’s registered office; ‘‘official list’’ means the official list of the Financial Services Authority acting in its capacity as the UK Listing Authority; ‘‘ordinary shareholder’’ means a holder of ordinary shares; ‘‘ordinary shares’’ means the A shares and the B shares; ‘‘paid up’’ means paid up or treated (credited) as paid up; ‘‘pay’’ includes any kind of reward or payment for services;

87 ‘‘personal representative’’ means a personal representative under English law or a person in any jurisdiction outside England who proves to the satisfaction of the company that he holds a position equivalent to that of a personal representative in that other jurisdiction; ‘‘principal meeting place’’ has the meaning given in article 55(B); ‘‘register’’ means the company’s register of shareholders and, at any time when the company has shares in issue which are CREST shares, means the Operator register of members (maintained by CREST) and the issuer register of members (maintained by the company); ‘‘seal’’ means any common or official seal that the company may be permitted to have under the legislation; ‘‘secretary’’ means the secretary, or (if there are joint secretaries) any one of the joint secretaries, of the company and includes an assistant or deputy secretary and any person appointed by the directors to perform any of the duties of the secretary; ‘‘Securities Giro Act’’ means the Dutch Securities Giro Act (‘‘Wet giraal effectenverkeer’’); ‘‘shareholder’’ means a holder of the company’s shares; ‘‘sterling deferred shares’’ means the non-voting sterling deferred shares of £1 each in the capital of the company having the rights set out in article 6; ‘‘Uncertificated Securities Regulations’’ means The Uncertificated Securities Regulations 2001; ‘‘United Kingdom’’ means Great Britain and Northern Ireland; and ‘‘working day’’ means a day (other than a Saturday, Sunday or public holiday) when banks are open for business in the City of London (other than for trading and settlement solely in euro) and in The Hague.

(B) References in these articles to a document being ‘‘signed’’ or to ‘‘signature’’ include references to it being executed under hand or under seal or by any other method and, in the case of an electronic communication, such references are to it bearing an electronic signature.

(C) References in these articles to ‘‘writing’’ and to any form of ‘‘written’’ communication include references to any method of representing or reproducing words in a legible and non-transitory form including by way of electronic communications where speciﬁcally provided in a particular article or where permitted by the directors in their absolute discretion.

(D) Any words or expressions deﬁned in the legislation in force when these articles or any part of these articles are adopted will (if not inconsistent with the subject or context in which they appear) have the same meaning in these articles or that part save the word ‘‘company’’ includes any body corporate.

(E) References to a meeting will not be taken as requiring more than one person to be present if any quorum requirement can be satisﬁed by one person.

(F) Headings in these articles are only included for convenience. They do not affect the meaning of these articles.

(G) Where these articles refer to a person who is entitled to a share by law, this means a person who has been noted in the register as being entitled to a share as a result of the death or bankruptcy of a shareholder or some other event which gives rise to the transmission of the share by operation of law.

(H) A reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modiﬁed or re-enacted.

(I) Use of any gender includes the other genders.

88 3. Form of Resolution

(A) Where anything can be done by passing an ordinary resolution, this can also be done by passing a special resolution or an extraordinary resolution. Where anything can be done by passing an extraordinary resolution, this can also be done by passing a special resolution.

(B) Subject to the legislation, a resolution in writing signed by or on behalf of each shareholder who would have been entitled to vote on it at a general meeting will be as effective as a resolution passed at a general meeting which is properly called and held. The resolution can be passed using several copies of the resolution if each copy is signed by or on behalf of one or more shareholders. In this paragraph references to ‘‘in writing’’ include the use of electronic communications subject to any terms and conditions decided on by the directors.

4. Rights of the A Shares and the B Shares

The A shares and the B shares will be separate classes of shares but will rank pari passu in all respects except as set out in these articles.

5. Dividend Access Arrangements relating to the B Shares

(A) Where any amount paid by way of dividend by a subsidiary of the company is received by the dividend access trustee on behalf of any holder of B shares and paid by the dividend access trustee to such holder of B shares, the entitlement of such holder of B shares to be paid any dividend declared pursuant to these articles will be reduced by the corresponding amount that has been paid by the dividend access trustee to such holder of B shares.

(B) Without altering the continuing effect of article 5(A), if a dividend is declared pursuant to these articles and the entitlement of any holder of B shares to be paid its pro rata share of such dividend is not fully extinguished on the relevant payment date by virtue of a payment made by the dividend access trustee, the company has a full and unconditional obligation to make payment in respect of the outstanding part of such dividend entitlement immediately.

(C) Where amounts are paid by the dividend access trustee in one currency and a dividend is declared by the company in another currency, the amounts so paid by the dividend access trustee will, for the purposes of the comparison required by articles 5(A) and 5(B) above, be converted into the currency in which the company has declared the dividend at such rate as the directors shall consider appropriate.

(D) For the purposes of articles 5(A) and 5(B), the amount that the dividend access trustee has paid to any holder of B shares in respect of any particular dividend paid by a subsidiary of the company (a ‘‘speciﬁed dividend’’) will be deemed to include:

(i) any amount that the dividend access trustee may be compelled by law to withhold;

(ii) a pro rata share of any tax that the company paying the speciﬁed dividend is obliged to withhold or to deduct from the same; and

(iii) a pro rata share of any tax that is payable by the dividend access trustee in respect of the speciﬁed dividend.

(E) The arrangements outlined in articles 5(A) to (D) above are terminable by the board of directors of the company at any time and upon any such termination occurring, the B shares will form one uniform class with the A shares ranking pari passu in all respects and the A shares and the B shares will thereafter be known as ordinary shares without further distinction.

(F) For the purposes of this article 5, the dividend access trustee is to be treated as having paid an amount to a holder of B shares if a cheque, warrant or similar ﬁnancial instrument in respect of that amount is properly despatched to that holder of B shares or if a payment is made through CREST, bank transfer or other electronic means.

89 6. Rights of the Sterling Deferred Shares The sterling deferred shares have the following rights and restrictions: (A) on a distribution of assets of the company among its shareholders on a winding up, the holders of the sterling deferred shares will be entitled (such entitlement ranking after the rights of holders of euro deferred shares and in priority to the rights of holders of ordinary shares) to receive an amount equal to the aggregate of the capital paid up or credited as paid up on each sterling deferred share; (B) save as provided in article 6(A), the holders of the sterling deferred shares will not be entitled to any participation in the profits or assets of the company; (C) the holders of sterling deferred shares will not be entitled to receive notice of or to attend and/or speak or vote (whether on a show of hands or on a poll) at general meetings of the company; (D) the written consent of the holders of three-quarters in nominal value of the issued sterling deferred shares or the sanction of an extraordinary resolution passed at a separate general meeting of the holders of the sterling deferred shares is required if the special rights and privileges attaching to the sterling deferred shares are to be abrogated, or adversely varied or otherwise directly adversely affected in any way. The creation, allotment or issue of shares or securities which rank in priority to or equally with the sterling deferred shares (or of any right to call for the allotment or issue of such shares or securities) is for these purposes deemed not to be an abrogation or variation or to have an effect on the rights and privileges attaching to sterling deferred shares; (E) all provisions of the articles relating to general meetings of the company will apply, with necessary modifications, to every general meeting of the holders of the sterling deferred shares; (F) subject to the Companies Act, the company will have the right at any time to redeem any such sterling deferred share (provided that it is credited as fully paid) at a price not exceeding £1 for all the sterling deferred shares redeemed at any one time (to be paid on such date as the board shall select as the date of redemption to such one of the holders (if more than one) as may be selected by lot) without the requirement to give notice to the holder(s) of the sterling deferred shares; (G) if any holder of a sterling deferred share to be redeemed fails or refuses to surrender the share certificate(s) or indemnity for such sterling deferred share or if the holder selected by lot to receive the redemption monies fails or refuses to accept the redemption monies payable in respect of it: (i) such sterling deferred share will, notwithstanding the foregoing, be redeemed and cancelled by the company; and (ii) in the event of a failure or refusal to accept the redemption monies, the company will retain such money and hold it on trust for the selected holder without interest, and the company will have no further obligation whatsoever to the holder of such sterling deferred share; (H) no sterling deferred share will be redeemed otherwise than out of distributable profits or the proceeds of a fresh issue of shares made for the purposes of the redemption or out of capital to the extent permitted by the Companies Act; and (I) no sterling deferred share redeemed by the company will be capable of re-issue and on redemption of any sterling deferred share the directors may convert the authorised share capital created as a consequence of such redemption into shares of any other class of share capital into which the authorised share capital of the company is or may at that time be divided of a like nominal amount (as nearly as may be) as the shares of such class then in issue or into unclassified shares of the same.

7. Rights of the Euro Deferred Shares The euro deferred shares have the following rights and restrictions: (A) on a distribution of assets of the company among its shareholders on a winding up, the holders of the euro deferred shares will be entitled (such entitlement ranking in priority to the rights of holders of ordinary shares and sterling deferred shares) to receive an amount equal to the aggregate of the capital paid up or credited as paid up on each euro deferred share;

90 (B) the holders of euro deferred shares will be entitled (such entitlement ranking in priority to the rights of ordinary shares and sterling deferred shares) in each financial year of the company to receive out of the profits of the company available for distribution and resolved under the articles to be distributed, a non- cumulative preferential cash dividend of one per cent. of the nominal value of their euro deferred shares; (C) save as provided in articles 7(A) and 7(B) above, the holders of the euro deferred shares will not be entitled to any participation in the profits or assets of the company; (D) the holders of euro deferred shares will not be entitled to receive notice of or to attend and/or speak or vote (whether on a show of hands or on a poll) at general meetings of the company or at any meeting of any class of shareholders of the company; (E) subject to the Companies Act, the company will have the right at any time to redeem all or any of the euro deferred shares (provided such euro deferred shares are credited as fully paid) at a price not exceeding 40.01 for all the euro deferred shares redeemed at any one time (to be paid on such date as the board shall select as the date of redemption to such one of the holders (if more than one) as may be selected by lot or to such person as the selected holder may direct) without the requirement to give notice to the holder(s) of the euro deferred shares; (F) if any holder of a euro deferred share to be redeemed fails or refuses to surrender the share certificate(s) or indemnity for such euro deferred share or if the holder selected by lot to receive the redemption monies fails or refuses to accept the redemption monies payable in respect of it: (i) such euro deferred share will, notwithstanding the foregoing, be redeemed and cancelled by the company; and

(ii) in the event of a failure or refusal to accept the redemption monies, the company will retain such money and hold it on trust for the selected holder without interest, and the company will have no further obligation whatsoever to the holder of such euro deferred share. (G) no euro deferred share will be redeemed otherwise than out of distributable proﬁts or the proceeds of a fresh issue of shares made for the purposes of the redemption or out of capital to the extent permitted by the Companies Act; and (H) no euro deferred share redeemed by the company will be capable of re-issue and on redemption of any euro deferred share the directors may convert the authorised share capital created as a consequence of such redemption into shares of any other class of share capital into which the authorised share capital of the company is or may at that time be divided of a like nominal amount (as nearly as may be) as the shares of such class then in issue or into unclassiﬁed shares of the same.

8. Rights Attached to Shares

Subject to the legislation, the company can issue shares with any rights or restrictions attached to them as long as this is not restricted by any rights attached to existing shares. These rights or restrictions can be decided either by an ordinary resolution passed by the shareholders or by the directors as long as there is no conﬂict with any resolution passed by the shareholders. Any sterling ordinary shares of £1 each will rank pari passu in all respects with the A shares. 9. Redeemable Shares

Subject to the legislation and to any rights attached to existing shares, the company can issue shares which can be redeemed. This can include shares which can be redeemed if the holders want to do so, as well as shares which the company can insist on redeeming.

10. Purchase of Own Shares

Subject to the legislation and any rights attached to existing shares, the company can purchase or contract to purchase any of its shares (including redeemable shares). The directors are not required to select the shares to purchase in any particular manner.

91 11. Variation of Rights

(A) Subject to article 11(B), if the legislation allows this, the rights attached to any class of shares can be changed if this is approved either in writing by shareholders holding at least three quarters of the issued shares of that class by amount (excluding any shares of that class held as treasury shares) or by an extraordinary resolution passed at a separate meeting of the holders of the relevant class of shares. This is called a ‘‘class meeting’’.

(B) Notwithstanding article 11(A), the rights (including the redemption rights) attached to the euro deferred shares can be changed if this is approved either in writing by shareholders holding at least three-quarters of the issued sterling deferred shares by amount (excluding any sterling deferred shares held as treasury shares) or by an extraordinary resolution passed at a class meeting of the holders of sterling deferred shares and, for the avoidance of doubt, any change to the rights attached to the euro deferred shares so approved shall not require the approval of the holders of the euro deferred shares.

(C) All the articles relating to general meetings will apply to any class meeting, with any necessary changes. The following changes will also apply:

(i) a quorum will be present if at least one shareholder who is entitled to vote is present in person or by proxy who owns at least one-third in amount of the issued shares of the relevant class (excluding any shares of that class held as treasury shares);

(ii) any shareholder who is present in person or by proxy and entitled to vote can demand a poll;

(iii) on a poll every shareholder who is present in person or by proxy and entitled to vote is entitled to one vote for every share he has of the class (but this is subject to any special rights or restrictions which are attached to any class of shares); and

(iv) at an adjourned meeting, one person entitled to vote and who holds shares of the class, or his proxy, will be a quorum.

(D) The provisions of this article 11 will apply to any change of rights of shares forming part of a class. Each part of the class which is being treated differently is treated as a separate class in applying this article.

12. Pari Passu Issues

If new shares are created or issued which rank equally with any other existing shares, the rights of the existing shares will not be regarded as changed or abrogated unless the terms of the existing shares expressly say otherwise.

13. Unissued Shares

The directors can decide how to deal with any shares which have not been issued. They can, for instance, offer the shares for sale, grant options to acquire them, allot them or dispose of the shares in any other way. The directors are free to decide who they deal with, when they deal with the shares and the terms on which they deal with the shares. However, in making their decision they must take account of:

(i) the provisions of the legislation relating to authority, pre-emption rights and other matters;

(ii) the provisions of these articles;

(iii) any resolution passed by the shareholders; and

(iv) any rights attached to existing shares.

14. Payment of Commission

In connection with any share issue, the company can use all the powers given by the legislation to pay commission or brokerage. Subject to the legislation, the company can pay the commission in cash or by allotting shares or by a combination of both.

92 15. Trusts Not Recognised The company will only be affected by, or recognise, a current and absolute right to whole shares. The fact that any share, or any part of a share, may not be owned outright by the registered owner (for example, where a share is held by one person as a nominee or otherwise as a trustee for another person) is not of any concern to the company. This applies even if the company knows about the ownership of the share. The only exceptions to this are where the rights of the kind described are expressly given by these articles or are of a kind which the company has a legal duty to recognise.

16. Suspension of Rights Where Non-Disclosure of Interest (A) The company can under the Companies Act send out notices to those it knows or has reasonable cause to believe have an interest in its shares. In the notice, the company will ask for details of those who have an interest and the extent of their interest in a particular holding of shares. In these articles this notice is referred to as a ‘‘statutory notice’’ and the holding of shares is referred to as the ‘‘identified shares’’. (B) When a person receives a statutory notice, he has 14 days to comply with it. If he does not do so or if he makes a statement in response to the notice which is false or inadequate in some important way, the company can decide to restrict the rights relating to the identified shares and send out a further notice to the holder, known as a restriction notice. The restriction notice will take effect when it is delivered. The restriction notice will state that the identified shares no longer give the shareholder any right to attend or vote either personally or by proxy at a shareholders’ meeting or to exercise any other right in relation to shareholders’ meetings. (C) Where the identified shares make up 0.25 per cent. or more (in amount or in number) of the existing shares of a class (calculated exclusive of any shares of that class held as treasury shares) at the date of delivery of the restriction notice, the restriction notice can also contain the following further restrictions: (i) the directors can withhold any dividend or part of a dividend (including scrip dividend) or other money which would otherwise be payable in respect of the identified shares without any liability to pay interest when such money is finally paid to the shareholder; and (ii) the directors can refuse to register a transfer of any of the identified shares which are certificated shares unless the directors are satisfied that they have been sold outright to an independent third party. The independent third party must not be connected with the shareholder or with any person appearing to be interested in the shares. Any sale through a recognised investment exchange or any other stock exchange outside the United Kingdom or by way of acceptance of a takeover offer will be treated as an outright sale to an independent third party. For this purpose, any associate (as that term is defined in section 435 of the Insolvency Act 1986) is included in the class of persons who are connected with the shareholder or any person appearing to be interested in the shares. (D) Once a restriction notice has been given, the directors are free to cancel it or exclude any shares from it at any time they think fit. In addition, they must cancel the restriction notice within seven days of being satisfied that all information requested in the statutory notice has been given. Also, where any of the identified shares are sold and the directors are satisfied that they were sold outright to an independent third party, they must cancel the restriction notice within seven days of receipt of notification of the sale. (E) The restriction notice will apply to any further shares issued in right of the identified shares. The directors can also make the restrictions in the restriction notice apply to any right to an allotment of further shares associated with the identified shares. (F) If a shareholder receives a restriction notice, he can ask the company for a written explanation of why the notice was given, or why it has not been cancelled. The company must respond within 14 days of receiving the request. (G) If the company gives a statutory notice to a person it has reasonable cause to believe has an interest in any of its shares, it will also give a copy at the same time to the person who holds the shares. If the company does not do so or the holder does not receive the copy, this will not invalidate the statutory notice. (H) This article does not restrict in any way the provisions of the Companies Act which apply to failures to comply with notices under section 212 of the Companies Act.

93 17. Uncertificated Shares (A) Under the Uncertificated Securities Regulations, the directors can allow the ownership of shares to be evidenced without share certificates and for these shares to be transferred through CREST. The directors can select and make arrangements for any class of shares to participate in CREST in this way, provided that the shares of the class are identical in all respects. As long as the directors comply with the Uncertificated Securities Regulations and the rules of CREST, they can also withdraw a class of shares from being transferred through CREST and from allowing ownership of them to be evidenced without share certificates. CREST shares do not form a class of shares separate from certificated shares with the same rights. (B) If the company has any shares in issue which are CREST shares, these articles apply to those shares, but only as far as they are consistent with: (i) holding shares in an uncertificated form; (ii) transferring shares through CREST; or (iii) any provision of the Uncertificated Securities Regulations, and, without affecting the general nature of this article, no provision of these articles applies so far as it is inconsistent with the maintenance, keeping or entering up by the Operator, so long as that is permitted or required by the Uncertificated Securities Regulations, of an Operator register of securities in respect of CREST shares. (C) CREST shares can be changed to become certificated shares and certificated shares can be changed to become CREST shares, provided the requirements of the Uncertificated Securities Regulations and the rules of CREST are met. (D) Unless the Uncertificated Securities Regulations or the rules of CREST otherwise require or the directors otherwise determine, shares which are issued or created from or in respect of CREST shares will be CREST shares and shares which are issued or created from or in respect of certificated shares will be certificated shares. (E) The company can assume that entries on any record of securities kept by it as required by the Uncertificated Securities Regulations and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and therefore will not be liable in respect of anything done or not done by or on its behalf in reliance on such assumption; in particular, any provision of these articles which requires or envisages action to be taken in reliance on information contained in the register will be taken to allow that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled).

18. Right to Share Certificates (A) When a shareholder is first registered as the holder of any class of certificated shares, he is entitled, free of charge, to one certificate for all of the certificated shares of that class which he holds. If a shareholder holds certificated shares of more than one class, he is entitled to a separate share certificate for each class. This does not apply if the legislation allows the company not to issue share certificates. (B) If a shareholder receives more certificated shares of any class, he is entitled, without charge, to a certificate for the extra shares. (C) If a shareholder transfers some of the shares represented by a share certificate, he is entitled, free of charge, to a new certificate for the balance to the extent the balance is to be held in certificated form. (D) Where a certificated share is held jointly, the company does not have to issue more than one certificate for that share. When the company delivers a share certificate to one joint shareholder, this is treated as delivery to all of the joint shareholders. (E) The time limit for the company to provide a share certificate under this article is as prescribed by the legislation or, if this is earlier, within any prescribed time limit or within a time specified when the shares were issued.

94 19. Replacement of Share Certificates (A) If a shareholder has two or more share certificates for shares of the same class, he can ask the company for these to be cancelled and replaced by a single new certificate. The company must comply with this request. (B) A shareholder can ask the company to cancel and replace a single share certificate with two or more certificates for the same total number of shares. The company may, at its discretion, comply with this request. (C) A shareholder can ask the company for a new certificate if the original is: (i) damaged or defaced; or (ii) said to be lost, stolen or destroyed. (D) If a certificate has been damaged or defaced, the company can require the certificate to be returned to it before issuing a replacement. If a certificate is said to be lost, stolen or destroyed, the company can require satisfactory evidence of this and insist on receiving an indemnity before issuing a replacement. (E) The directors can require the shareholder to pay the company’s exceptional out-of-pocket expenses incurred in connection with the issue of any certificates under this article. (F) Any one joint shareholder can request replacement certificates under this article.

20. Execution of Share Certificates Share certificates must be sealed or made effective in such other way as the directors decide, having regard to, among other things, the terms of issue and the Listing Rules. The directors can resolve that signatures on any share certificates can be applied to the certificates by mechanical or other means or can be printed on them or that signatures are not required. A share certificate must state the number and class of shares to which it relates and the amount paid up on those shares.

21. Company’s Lien on Shares Not Fully Paid The company has a lien on all partly paid shares. This lien has priority over claims of others to the shares. The lien is for any money owed to the company for the shares. The directors can decide to give up any lien which has arisen and can also decide to suspend any lien which would otherwise apply to particular shares.

22. Enforcing Lien by Sale If a shareholder fails to pay the company any amount due on his partly paid shares, the directors can enforce the company’s lien by selling all or any of them in any way they decide. The directors cannot, however, sell the shares until all the following conditions are met: (i) the money owed by the shareholder must be payable immediately; (ii) the directors must have given notice to the shareholder. The notice must state the amount of money due, it must demand payment of this sum and state that the shareholder’s shares may be sold if the money is not paid; (iii) the notice must have been served on the shareholder or on any person who is entitled to the shares by law and can be served in any way that the directors decide; and (iv) the money has not been paid by at least 14 clear days after the notice has been served. The directors can authorise any person to sign a document transferring the shares. Any such transferee will not be bound to ensure that his purchase moneys are transferred to the person whose shares have been sold, nor will his ownership of the shares be affected by any irregularity or invalidity in relation to the sale to him.

23. Application of Proceeds of Sale If the directors sell any shares on which the company has a lien, the proceeds will ﬁrst be used to pay the company’s expenses associated with the sale. The remaining money will be used to pay off the amount which is then payable on the shares and any balance will be passed to the former shareholder or to any

95 person who would otherwise be entitled to the shares by law. The company’s lien will also apply to any such balance to cover any money still due to the company in respect of the shares which is not immediately payable. The company has the same rights over the money as it had over the shares immediately before they were sold. The company need not pay over anything until, if the shares are certiﬁcated, the certiﬁcate representing the shares sold has been delivered to the company for cancellation.

24. Calls The directors can call on shareholders to pay any money which has not yet been paid to the company for their shares. This includes the nominal value of the shares and any premium which may be payable on those shares. The directors can also make calls on persons who are entitled to shares by law. If the terms of issue of the shares allow this, the directors can do any one or more of the following: (i) make calls at any time and as often as they think ﬁt; (ii) decide when and where the money is to be paid; (iii) decide that the money may be paid by instalments; and (iv) revoke or postpone any call. A shareholder who has received at least 14 clear days’ notice giving details of the amount called and of the time and place for payment, must pay the call as required by the notice. A person remains liable jointly and severally with the successors in title to his shares to pay calls even after he has transferred the shares to which they relate.

25. Timing of Calls A call is treated as having been made as soon as the directors have passed a resolution authorising it.

26. Liability of Joint Holders Joint shareholders are jointly and severally liable to pay any calls in respect of their shares. This means that any of them can be sued for all the money due on the shares or they can be sued together.

27. Interest Due on Non-Payment Where a call is made and the money due remains unpaid, the shareholder will be liable to pay interest on the amount unpaid from the day it is due until it has actually been paid. The directors will decide on the annual rate of interest, which must not exceed 15 per cent. per annum. The shareholder will also be liable to pay all expenses incurred by the company as a result of the non-payment of the call. The directors can decide to forgo payment of any or all of such interest or expenses.

28. Sums Due on Allotment Treated as Calls If the terms of a share require any money to be paid at the time of allotment, or at any other ﬁxed date, the money due will be treated in the same way as a valid call for money on shares which is due on the same date. If this money is not paid, everything in these articles relating to non-payment of calls applies. This includes articles which allow the company to forfeit or sell shares and to claim interest.

29. Power to Differentiate On or before an issue of shares, the directors can decide that shareholders can be called on to pay different amounts or that they can be called on at different times.

30. Payment of Calls in Advance The directors can accept payment in advance of some or all of the money from a shareholder before he is called on to pay that money. The directors can agree to pay interest on money paid in advance until it would otherwise be due to the company. The rate of interest will be decided by the directors, but must not exceed 15 per cent. per annum unless the company passes an ordinary resolution to allow a higher rate.

96 31. Notice if Call or Instalment Not Paid If a shareholder fails to pay a call or an instalment of a call when due, the directors can send the shareholder a notice requiring payment of the unpaid amount, together with any interest accrued and any expenses incurred by the company as a result of the failure to pay.

32. Form of Notice The notice must: (i) demand payment of the amount immediately payable, plus any interest and expenses; (ii) give the date by when the total amount due must be paid. This must be at least 14 clear days after the date of the notice; (iii) say where the payment must be made; and (iv) say that if the full amount demanded is not paid by the time and at the place stated, the company can forfeit the shares on which the call or instalment is outstanding.

33. Forfeiture for Non-Compliance with Notice If the notice is not complied with, the shares it relates to can be forfeited at any time while any amount is still outstanding. This is done by the directors passing a resolution stating that the shares have been forfeited. The forfeiture will extend to all dividends and other sums payable in respect of the forfeited shares which have not been paid before the forfeiture. The directors can accept the surrender of any share which would otherwise be forfeited. Where they do so, references in these articles to forfeiture include surrender.

34. Notice after Forfeiture After a share has been forfeited, the company will notify the person whose share has been forfeited. However, the share will still be forfeited even if such notice is not given.

35. Sale of Forfeited Shares (A) A forfeited share becomes the property of the company and the directors can sell or dispose of it on any terms and in any way that they decide. This can be with, or without, a credit for any amount previously paid up for the share. It can be sold or disposed of to any person, including the previous shareholder or the person who was previously entitled to the share by law. The directors can, if necessary, authorise any person to transfer a forfeited share. (B) After a share has been forfeited, the directors can cancel the forfeiture, but only before the share has been sold or disposed of. This cancellation of forfeiture can be on any terms the directors decide.

36. Arrears to be Paid Notwithstanding Forfeiture When a person’s shares have been forfeited, he will lose all rights as shareholder in respect of those forfeited shares. He must return any share certiﬁcate for the forfeited shares to the company for cancellation. However, he will remain liable to pay calls which have been made, but not paid, before the shares were forfeited. The shareholder also continues to be liable for all claims and demands which the company could have made relating to the forfeited share. He must pay interest on any unpaid amount until it is paid. The directors can ﬁx the rate of interest, but it must not be more than 15 per cent. a year. He is not entitled to any credit for the value of the share when it was forfeited or for any consideration received on its disposal unless the directors decide to allow credit for all or any of that value.

37. Statutory Declaration as to Forfeiture (A) A director or the secretary can make a statutory declaration declaring: (i) that he is a director or the secretary of the company; (ii) that a share has been properly forfeited under the articles; and

97 (iii) when the share was forfeited. The declaration will be evidence of these facts which cannot be disputed. (B) If such a declaration is delivered to a new holder of a share along with a completed transfer form (if one is required), this gives the buyer good title. The new shareholder does not need to take any steps to see how any money paid for the share is used. His ownership of the share will not be affected if the steps taken to forfeit, sell or dispose of the share were invalid or irregular, or if anything that should have been done was not done.

38. Transfer (A) Certificated shares Unless these articles say otherwise, any shareholder can transfer some or all of his certificated shares to another person. A transfer of certificated shares must be made in writing and either in the usual standard form or in any other form approved by the directors.

(B) CREST shares Unless these articles say otherwise, any shareholder can transfer some or all of his CREST shares to another person. A transfer of CREST shares must be made through CREST and must comply with the Uncertiﬁcated Securities Regulations and the rules of CREST.

(C) Entry on register The person making a transfer will continue to be treated as a shareholder until the name of the person to whom the share is being transferred is put on the register for that share.

39. Execution of Transfer (A) A share transfer form for certificated shares must be signed or made effective in some other way by, or on behalf of, the person making the transfer. (B) In the case of a transfer of a certificated share, where the share is not fully paid, the share transfer form must also be signed or made effective in some other way by, or on behalf of, the person to whom the share is being transferred. (C) If the company registers a transfer of a certificated share, it can keep the transfer form.

40. Rights to Decline Registration of Partly Paid Shares The directors can, without giving any reason, refuse to register the transfer of any shares which are not fully paid.

41. Other Rights to Decline Registration (A) Certificated shares (i) A share transfer form cannot be used to transfer more than one class of shares. Each class needs a separate form. (ii) Transfers cannot be in favour of more than four joint holders. (iii) The share transfer form must be properly stamped to show payment of any applicable stamp duty or certified or otherwise shown to the satisfaction of the directors to be exempt from stamp duty and must be delivered to the office, or any other place decided on by the directors. The transfer form must be accompanied by the share certificate relating to the shares being transferred, unless the transfer is being made by a person to whom the company was not required to, and did not send, a certificate. The directors can also ask (acting reasonably) for any other evidence to show that the person wishing to transfer the share is entitled to do so and, if the share transfer form is signed by another person on behalf of the person making the transfer, evidence of the authority of that person to do so.

98 (B) CREST shares (i) Registration of a transfer of CREST shares can be refused in the circumstances set out in the Uncertiﬁcated Securities Regulations. (ii) Transfers cannot be in favour of more than four joint holders. (C) Renunciations Where a share has not yet been entered on the register, the directors can recognise a renunciation by that person of his right to the share in favour of some other person. Such renunciation will be treated as a transfer and the directors have the same powers of refusing to give effect to such a renunciation as if it were a transfer.

42. No Fee for Registration No fee is payable to the company for transferring shares or registering changes relating to the ownership of shares.

43. Untraced Shareholders (A) If on two consecutive occasions notices have been sent through the post to any shareholder at his registered address or his address for the service of notices but have been returned undelivered, that shareholder will not be entitled to receive any further notices from the company until he has delivered to the company at the office written confirmation of a new registered address or address for the service of notices which, subject to any applicable requirements of the Listing Rules, is within the United Kingdom or The Netherlands. (B) The company can sell any certificated shares at the best price reasonably obtainable at the time of the sale if: (i) during the 12 years before the earliest of the notices referred to in (ii) below, the shares have been in issue, at least three cash dividends have become payable on the shares and no dividend has been cashed during that period; (ii) after the 12 year period, the company has published a notice, stating that it intends to sell the shares. The notice must have appeared in a national newspaper and in a local newspaper in each case circulating in the country and area, respectively, of the postal address held by the company for serving notices relating to those shares; and (iii) during the 12 year period and for three months after the last of the notices referred to in (ii) above appear, the company has not heard from the shareholder or any person entitled to the shares by law. (C) To sell any shares in this way, the directors can appoint anyone to transfer the shares. This transfer will be just as effective as if it had been signed by the holder, or by a person who is entitled to the shares by law. The person to whom the shares are transferred will not be bound to concern himself as to what is done with the purchase moneys nor will his ownership be affected even if the sale is irregular or invalid in any way. (D) The proceeds of sale will belong to the company, but it must pay an amount equal to the sale proceeds less the costs of the sale to the shareholder who could not be traced, or to the person who is entitled to his shares by law, if that shareholder, or person, asks for it. (E) After the sale, the company must record the name of the shareholder, or (if known) the person who would have been entitled to the shares by law, as a creditor for the money in its accounts. The company will not be a trustee of the money and will not be liable to pay interest on it. The company can use the money, and any money earned by using the money, for its business or in any other way that the directors decide.

44. Transmission on Death (A) When a sole shareholder or a shareholder who is the last survivor of joint shareholders dies, his personal representatives will be the only persons who will be recognised as being entitled to his shares. (B) If a joint shareholder dies, the surviving joint shareholder or shareholders will be the only persons who will be recognised as being entitled to his shares. (C) However, this article does not discharge the estate of any shareholder from any liability.

99 45. Entry of Transmission in Register A person who becomes entitled to a share as a result of the death or bankruptcy of a shareholder or some other event which gives rise to the transmission of the share by operation of law must provide any evidence of his entitlement which is reasonably required. In the case of certiﬁcated shares, the directors must note this entitlement in the register within two months of receiving such evidence.

46. Election of Person Entitled by Transmission (A) Subject to these articles, a person who becomes entitled to a share by law can either be registered as the shareholder or choose another person to become the shareholder. (B) If a person who is entitled to a certificated share by law wants to be registered as a shareholder, he must deliver or send a notice to the company saying that he has made this decision. This notice will be treated as a transfer form. All the provisions of these articles about registering transfers of certificated shares apply to it. The directors have the same power to refuse to register a person entitled to certificated shares by law as they would have had to refuse to register a transfer by the person who was previously entitled to the shares. (C) If a person entitled to a CREST share by law wants to be registered as a shareholder, he must do so in accordance with the Uncertificated Securities Regulations. All the provisions of these articles about registering transfers of CREST shares will apply and the same power to refuse to register a person entitled to a CREST share by law will apply as would have applied to refuse to register a transfer by the person who was previously entitled to the shares. (D) If a person who is entitled to a certificated share by law wants the share to be transferred to another person, he must do this by signing a transfer form to the person he has selected. The directors have the same power to refuse to register the person selected as they would have had to refuse to register a transfer by the person who was previously entitled to the shares. (E) If a person who is entitled to a CREST share by law wants the share to be transferred to another person, he must do this using CREST. The same power to refuse to register the person selected will apply as would have applied to refuse to register a transfer by the person who was previously entitled to the shares.

47. Rights of Person Entitled by Transmission (A) Where a person becomes entitled to a share by law, the rights of the registered shareholder in relation to that share will cease to have effect. (B) A person who is entitled to a share by law is entitled to any dividends or other money relating to the share, even though he is not registered as the holder of the share, on supplying evidence reasonably required to show his title to the share. However, the directors can send written notice to the person saying the person must either be registered as the holder of the share or transfer the share to some other person. If the person entitled to a share by law does not do this within 60 days of the notice, the directors can withhold all dividends or other money relating to the share until he does. (C) Unless he is registered as the holder of the share, the person entitled to a share by law is not entitled to: (i) receive notices of shareholders’ meetings or attend or vote at these meetings; or (ii) exercise any of the other rights of a shareholder in relation to these meetings, unless the directors decide to allow this.

48. Increase, Consolidation, Sub-Division and Cancellation (A) The company’s shareholders can increase the company’s share capital by passing an ordinary resolution. This resolution will ﬁx the amount of the increase and the amount of the new shares. (B) The company’s shareholders can pass an ordinary resolution to do any of the following: (i) consolidate, or consolidate and then divide, all or any of its share capital into shares of a larger amount than the existing shares;

100 (ii) divide some or all of its shares into shares of a smaller amount than the existing shares. This is subject to any restrictions in the Companies Act. The resolution can provide that as between the holders of the divided shares different rights and restrictions of a kind which the company can apply to new shares can apply to different divided shares; and (iii) cancel any shares which have not been taken, or agreed to be taken, by anyone at the date of the resolution and reduce the amount of the company’s share capital by the amount of the cancelled shares.

49. Fractions (A) If any shares are consolidated, consolidated and then divided or divided, the directors have power to deal with any fractions of shares which result. If the directors decide to sell any shares representing fractions, they must do so for the best price reasonably obtainable and distribute the net proceeds of sale among shareholders in proportion to their fractional entitlements. The directors can arrange for any shares representing fractions to be entered in the register as certiﬁcated shares if they consider that this makes it easier to sell them. The directors can sell those shares to anyone, including the company, if the legislation allows, and can authorise any person to transfer or deliver the shares to the buyer or in accordance with the buyer’s instructions. The buyer does not have to take any steps to see how any money he is paying is used and his ownership will not be affected if the sale is irregular or invalid in any way. (B) When the directors consolidate or divide shares, they can treat certiﬁcated and CREST shares which a shareholder holds as separate shareholdings, as far as the legislation allows this.

50. Reduction of Capital The company can pass a special resolution to reduce its share capital, any capital redemption reserve, any share premium account or any other undistributable reserve in any way. This is subject to any restrictions under the legislation.

51. Extraordinary General Meetings Any general meeting of the company which is not an annual general meeting is called an extraordinary general meeting.

52. Annual General Meetings The company must hold an annual general meeting each year in addition to any other general meetings held in the year. The annual general meeting will usually be held in The Netherlands but the directors may decide otherwise. The directors will decide when and where the meeting is to be held. The notice calling the meeting must say that the meeting is the annual general meeting.

53. Convening of Extraordinary General Meetings The directors can call an extraordinary general meeting at any time. An extraordinary general meeting will usually be held in The Netherlands but the directors may decide otherwise.

54. Separate General Meetings If a separate general meeting of holders of shares of a class is called otherwise than for changing or abrogating the rights of the shares of that class, the provisions of these articles relating to general meetings will apply to such a meeting with any necessary changes. For the purposes of this article, a general meeting where ordinary shareholders are the only shareholders who can attend and vote in their capacity as shareholders will also constitute a separate general meeting of the holders of the ordinary shares.

55. Length and Form of Notice (A) At least 21 clear days’ written notice must be given for every annual general meeting and for any other meeting called to pass a special resolution or a resolution electing a person as a director or (except where the legislation provides otherwise) to pass a resolution of which special notice under the Companies Act has

101 been given to the company. For all other general meetings, at least 14 clear days’ written notice must be given. At the same time that written notice is given for any general meeting, an announcement of the date, time and place of that meeting will, if practicable, be published in a national newspaper in The Netherlands. In this article references to ‘‘written notice’’ include the use of electronic communications and publication on a website in accordance with the legislation. (B) The notice for any general meeting must state: (i) where the meeting is to be held (the ‘‘principal meeting place’’) and the location of any satellite meeting place arranged for the purposes of article 56(D) which shall be identiﬁed as such in the notice; (ii) the date and time of the meeting; and (iii) details of any arrangements made for the purpose of article 56(H) (making clear that participation in those arrangements will not amount to attendance at the meeting to which the notice relates). (C) All shareholders must be given notice of every general meeting. The only exception is those shareholders who are not entitled to receive a notice because of: (i) a provision in these articles; or (ii) the terms of issue of the shares they hold. Notice must also be given to the auditors.

56. Meeting in Different Places (A) Subject to the legislation and these articles, every shareholder can attend a general meeting in person or by proxy. Where the general meeting is to be held at more than one place, a shareholder or proxy prevented from attending at one place can attend and participate at another place. (B) The directors can make arrangements that they, in their discretion, think appropriate to: (i) regulate the number of persons attending at a place where a general meeting (or adjourned meeting) is to be held; (ii) ensure the safety of persons attending at that place; or (iii) enable attendance at that meeting (or adjourned meeting), and can change those arrangements at any time. The arrangements can include (without limitation) the issue of tickets or the use of a random method of selection. (C) In the case of a general meeting to which the arrangements in article 56(B) apply, the directors can, when specifying the place of the meeting: (i) direct that the meeting will be held at a place identiﬁed in the notice which the chairman of the meeting will attend; and (ii) make arrangements for simultaneous attendance and participation at other places by shareholders and proxies entitled to attend the meeting but excluded from it under article 56(B) or who want to attend at one of the other places. The notice of meeting does not have to give details of any arrangements under this article. (D) The directors (or the chairman of the meeting in the case of an adjourned meeting) may resolve to enable persons entitled to attend a general meeting (or an adjourned general meeting) to do so by simultaneous attendance and participation at one or more satellite meeting places anywhere in the world. The shareholders present in person or by proxy at satellite meeting places shall be counted in the quorum for, and entitled to vote at, the general meeting in question. (E) If shareholders and/or proxies attend at one or more other places in accordance with article 56(C) or at one or more satellite meeting places in accordance with article 56(D), the general meeting will be duly constituted and its proceedings valid if the chairman of the meeting is satisﬁed that adequate facilities are

102 available throughout the general meeting to ensure that shareholders attending at all the meeting places are able to: (i) participate in the business for which the meeting has been convened; (ii) hear and see all persons who address the meeting (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) who are attending at the principal meeting place, any places in accordance with article 56(C) and any satellite meeting places in accordance with paragraph 56(D); and (iii) be heard and seen when addressing the meeting by all other persons so present in the same way. The chairman of the general meeting shall be present at, and the meeting shall be deemed to take place at, the principal meeting place. (F) For the purposes of this article 56, the right of a shareholder to participate in the business of any general meeting shall include without limitation the right to speak, vote on a show of hands, vote on a poll, be represented by a proxy and have access to all documents which are required by the legislation or these articles to be made available at the meeting. (G) If it appears to the chairman of the general meeting that the facilities at the principal meeting place or at a satellite meeting place or at any other meeting place have become inadequate for the purposes referred to in article 56(E), the chairman of the general meeting may, without the consent of the meeting, interrupt or adjourn the general meeting. All business conducted at that general meeting up to the time of that adjournment shall be valid. The provisions of article 65 shall apply to that adjournment. (H) The directors may make arrangements for persons not entitled to attend a general meeting or an adjourned general meeting to be able to view and hear the proceedings of the general meeting or adjourned general meeting by the use of loudspeakers, audio-visual communications equipment or other electronic communications by attending any venue anywhere in the world. Those attending at any such venue shall not be regarded as present at the general meeting or adjourned general meeting and shall not be entitled to vote at the meeting at or from that venue. The inability for any reason of any shareholder present in person or by persons at such venue to view or hear all or any of the proceedings of the meeting shall not in any way affect the validity of the proceedings of the meeting. (I) Subject to article 56(A), arrangements for simultaneous attendance can include arrangements for regulating the number of persons attending at any other places. (J) The directors’ powers and discretions under this article are delegated to the chairman of the relevant general meeting.

57. Omission or Non-Receipt of Notice (A) If any notice or other document relating to any meeting or other proceeding is accidentally not sent, or is not received, the meeting or other proceeding will not be invalid as a result. (B) A shareholder present in person or by proxy at a shareholders’ meeting is treated as having received proper notice of that meeting and, where necessary, of the purpose of that meeting.

58. Postponement of General Meetings If the directors consider that it is impracticable or undesirable to hold a general meeting on the date or at the time or place stated in the notice calling the meeting, they can move or postpone the meeting (or do both). If the directors do this, an announcement of the date, time and place of the rearranged meeting will, if practicable, be published in at least two national newspapers in the United Kingdom and in one national newspaper in The Netherlands. Notice of the business of the meeting does not need to be given again. The directors must take reasonable steps to ensure that any shareholder trying to attend the meeting at the original time and place is informed of the new arrangements. If a meeting is rearranged in this way, article 82 applies to the rearranged meeting. The directors can also move or postpone the rearranged meeting (or do both) under this article.

103 59. Quorum Before a general meeting starts to do business, there must be a quorum present. Unless these articles say otherwise, a quorum for all purposes is two persons who are entitled to vote. They can be shareholders who are personally present or proxies for shareholders or a combination of both. If a quorum is not present, a chairman of the meeting can still be chosen and this will not be treated as part of the business of the meeting.

60. Procedure if Quorum Not Present (A) This article applies if a quorum is not present within ﬁve minutes of the time ﬁxed for a general meeting to start or within any longer period not exceeding one hour which the chairman of the meeting can decide. (B) If the meeting was called by shareholders it will be cancelled. Any other meeting will be adjourned to any day (being not less than three nor more than 28 days later), time and place stated in the notice of meeting. If the notice does not provide for this, the meeting shall be adjourned to a day, time and place decided on by the chairman of the meeting and article 65 will apply. In this article references to ‘‘written notice’’ include the use of electronic communications and publication on a website in accordance with the legislation. (C) One shareholder present in person or by proxy and entitled to vote will constitute a quorum at any adjourned meeting and any notice of an adjourned meeting will say this.

61. Security Arrangements The directors can put in place arrangements, both before and during any general meeting, which they consider to be appropriate for the proper and orderly conduct of the general meeting and the safety of persons attending it including, without limitation, searches and other similar security arrangements or restrictions. This authority includes power to refuse entry to, or remove from meetings, persons who fail to comply with the arrangements including any person who fails to submit to a search or other similar security arrangement or restriction.

62. Chairman of General Meeting (A) The chairman will be the chairman of the meeting at every general meeting, if he is willing and able to take the chair. (B) If the company does not have a chairman, or if he is not willing and able to take the chair, a deputy chairman will chair the meeting if he is willing and able to take the chair. If more than one deputy chairman is present they will agree between themselves who will take the chair and if they cannot agree, the deputy chairman who has been a director longest will take the chair. (C) If the company does not have a chairman or a deputy chairman, or if neither the chairman nor a deputy chairman is willing and able to chair the meeting, after waiting ﬁve minutes from the time that a meeting is due to start, the directors who are present will choose one of themselves to act as chairman of the meeting. If there is only one director present, he will be the chairman of the meeting, if he agrees. (D) If there is no director willing and able to be the chairman of the meeting, then the persons who are present at the meeting and entitled to vote will decide which one of them is to be the chairman of the meeting. (E) Nothing in these articles is intended to restrict or exclude any of the powers or rights of a chairman of a meeting which are given by law.

63. Orderly Conduct The chairman of a meeting can take any action he considers appropriate for proper and orderly conduct at a general meeting (including the order of business). The decision of the chairman of the meeting on points of order, matters of procedure or on matters that arise incidentally from the business of a meeting is ﬁnal, as is the decision of the chairman of the meeting on whether a point or matter is of this nature.

64. Entitlement to Attend and Speak of Directors and Others Each director can attend and speak at any general meeting of the company. The chairman of a meeting can also allow anyone to attend and speak where he considers that this will help the business of the meeting.

104 65. Adjournments (A) The chairman of a meeting can adjourn the meeting before or after it has started, and whether or not a quorum is present, if he considers that: (i) there is not enough room for the number of shareholders and proxies who can and wish to attend the meeting; (ii) the behaviour of anyone present prevents, or is likely to prevent, the business of the meeting being carried out in an orderly way; or (iii) an adjournment is necessary for any other reason so that the business of the meeting can be properly carried out. The chairman of the meeting does not need the consent of the meeting to adjourn it for any of these reasons to a time, date and place which he decides. He can also adjourn the meeting to a later time on the same day or indefinitely. If a meeting is adjourned indefinitely, the directors will fix the time, date and place of the adjourned meeting. (B) The chairman of a meeting can also adjourn a meeting which has a quorum present if this is agreed by the meeting. This can be to a time, date and place proposed by the chairman of the meeting or the adjournment can be indefinite. The chairman of the meeting must adjourn the meeting if the meeting directs him to. In these circumstances the meeting will decide how long the adjournment will be and where it will adjourn to. If a meeting is adjourned indefinitely, the directors will fix the time, date and place of the adjourned meeting. (C) A reconvened meeting can only deal with business that could have been dealt with at the meeting which was adjourned. (D) Meetings can be adjourned more than once.

66. Notice of Adjournment Where a meeting is adjourned indeﬁnitely or for more than sixty days, notice of the adjourned meeting must be given in the same way as was required for the original meeting. Except where these articles require it, there is no need to give notice of the adjourned meeting or of the business to be considered there.

67. Amendments to Resolutions (A) Amendments can be proposed to any resolution if they are clerical amendments or amendments to correct some other obvious error in the resolution. (B) No other amendments can be proposed to any special resolution or extraordinary resolution. (C) Amendments to an ordinary resolution which are within the scope of the resolution can be proposed if: (i) notice of the proposed amendment is delivered to the ofﬁce or the headquarters at least two working days before the date of the meeting, or adjourned meeting; or (ii) the chairman of the meeting decides that the amendment is appropriate for consideration by the meeting. No other amendment can be proposed to an ordinary resolution. The chairman of the meeting can agree to the withdrawal of any proposed amendment before it is put to the vote.

68. Amendments Ruled Out of Order If the chairman of a meeting rules that a proposed amendment to any resolution under consideration is out of order, any error in that ruling will not affect the validity of a vote on the original resolution.

69. Votes of Members On a show of hands, every shareholder present in person at a general meeting will have one vote and every proxy appointed by a shareholder and present at a general meeting (other than the chairman of the meeting)

105 will have one vote. A proxy will not have more than one vote on a show of hands even if he is also a shareholder himself or is a proxy for more than one person. On a poll, every shareholder present in person or by proxy will have one vote for every share he holds. This is subject to any special rights or restrictions which are given to any class of shares and to these articles.

70. Method of Voting (A) The directors can decide in advance of any general meeting that some or all of the resolutions to be put to the vote at a general meeting will be decided on a poll. (B) A resolution put to the vote at any general meeting will be decided on a show of hands unless the directors have decided otherwise pursuant to article 70(A) or unless a poll is demanded when, or before, the chairman of the meeting declares the result of the show of hands. Subject to the legislation, a poll can be demanded by: (i) the chairman of the meeting; (ii) at least ﬁve persons at the meeting who are entitled to vote being either shareholders present in person or proxies appointed by shareholders; (iii) one or more shareholders at the meeting who are entitled to vote (or their proxies) and who have between them at least ten per cent. of the total votes of all shareholders who have the right to vote at the meeting; or (iv) one or more shareholders at the meeting who have shares which allow them to vote at the meeting (or their proxies) and on which the total amount which has been paid up is at least ten per cent. of the total sum paid up on all shares which give the right to vote at the meeting. (C) The chairman of the meeting can also demand a poll before a resolution is put to the vote on a show of hands. (D) A demand for a poll can be withdrawn if the chairman of the meeting agrees to this. (E) If no poll is demanded or a demand for a poll is withdrawn, any declaration by the chairman of the meeting of the result of a vote on that resolution by a show of hands will stand as conclusive evidence of the result without proof of the number or proportion of the votes recorded for or against the resolution. (F) The chairman of the meeting can decide the manner in which any poll or vote on a show of hands is conducted.

71. Procedure if Poll Demanded If a poll is demanded in the way allowed by these articles, the chairman of the meeting can decide when, where and how it will be taken. The result will be treated as the decision of the meeting at which the poll was demanded, even if the poll is taken after the meeting.

72. When Poll to be Taken If a poll is demanded on a vote to elect the chairman of the meeting, or to adjourn a meeting, it must be taken immediately at the meeting. Any other poll demanded can either be taken immediately or within 30 days from the date it was demanded and at a time and place decided on by the chairman of the meeting. It is not necessary to give notice for a poll which is not taken immediately.

73. Continuance of Other Business after Poll Demand A demand for a poll on a particular matter (other than on the election of the chairman of the meeting or on the adjournment of the meeting) will not stop a meeting from continuing to deal with other matters.

74. Votes on a Poll On a poll a shareholder can vote either in person or by his proxy. If a shareholder votes on a poll, he does not have to use all of his votes or cast all his votes in the same way.

106 75. Casting Vote of Chairman

Where equal votes are cast at a general meeting, whether on a show of hands or on a poll, the chairman of the meeting will be entitled to an additional or casting vote.

76. Votes of Joint Holders

If more than one joint shareholder votes (including voting by proxy), the only vote which will count is the vote of the person whose name is listed before the other joint shareholder(s) on the register for the share.

77. Voting on behalf of Incapable Member

This article applies where a court or official claiming jurisdiction to protect persons who are unable to manage their own affairs has made an order about the shareholder. The person appointed to act for that shareholder can vote for him. He can also exercise any other rights of the shareholder relating to meetings. This includes appointing a proxy, voting on a show of hands and voting on a poll. Before the representative does so however, such evidence of his authority as the directors require must be received at the office not later than the latest time at which proxy forms must be received to be valid for use at the relevant meeting or on the holding of the relevant poll. If a different place for the receipt of proxy forms which are not electronic communications is specified, the evidence must instead be received at that address.

78. No Right to Vote where Sums Overdue on Shares

Unless the directors decide otherwise, a shareholder cannot attend or vote shares at any general meeting of the company or at any separate general meeting of the holders of any class of shares in the company or upon a poll or exercise any other right conferred by membership in relation to general meetings or polls if he has not paid all amounts relating to those shares which are due at the time of the meeting.

79. Objections or Errors in Voting

If: (i) any objection to the right of any person to vote is made; (ii) any votes have been counted which ought not to have been counted or which might have been rejected; or (iii) any votes are not counted which ought to have been counted, the objection or error must be raised or pointed out at the meeting (or the adjourned meeting) or poll at which the vote objected to is cast or at which the error occurs. Any objection or error must be raised with or pointed out to the chairman of the meeting. His decision is ﬁnal. If a vote is allowed at a meeting or poll, it is valid for all purposes and if a vote is not counted at a meeting or poll, this will not affect the decision of the meeting or poll.

80. Appointment of Company Representatives (A) A company which is a shareholder can authorise persons to act as its representative at a general meeting in respect of its entire holding of shares or any part of its holding of shares and may only appoint more than one person if permitted by the directors in their absolute discretion. Such person or persons are called company representatives. A company representative can exercise all the powers on behalf of the company (in respect of those shares held in the name of the company in respect of which the authorisation is given) which the company could exercise and is subject to the provisions of these articles as if he was an individual shareholder present at the meeting. (B) The directors or the chairman of the meeting must be provided with any evidence which is reasonably required of the authority of a company representative, including details of the number of shares in respect of which that company representative is appointed before allowing that person to exercise the powers conferred by this article.

107 81. Appointment of Proxies (A) A proxy form must be in writing, signed by the shareholder appointing the proxy, or by his attorney. Where the proxy is appointed by a company, the proxy form should either be sealed by that company or signed by someone authorised to sign it. In this article references to ‘‘in writing’’ include the use of electronic communications subject to any terms and conditions decided on by the directors. (B) A shareholder must not appoint more than one proxy to attend the same meeting unless he is permitted to do so by the directors in their absolute discretion. If a shareholder appoints more than one proxy, he must specify the number of shares in relation to which each proxy is appointed and each proxy will only be entitled to exercise voting rights in relation to the number of shares for which he is appointed. If a shareholder appoints more than one proxy, he must ensure that no more than one proxy is appointed in relation to any share.

82. Receipt of Proxies (A) Forms appointing a proxy which are not electronic communications must be received at the office, or at any other place stated in or by way of note to the notice of meeting or adjourned meeting or in any accompanying document, at least: (i) 48 hours before a meeting or an adjourned meeting; or (ii) 24 hours before a poll is taken, if the poll is not taken on the same day as the meeting or adjourned meeting. If such a proxy form is signed by an attorney and the directors require this, the power of attorney or other authority relied on to sign it (or a copy which has been certified by a notary or in some other way approved by the directors, or an office copy) must be received with the proxy form. (B) Forms appointing a proxy which are electronic communications, where an address has been specified for the purpose of receiving electronic communications in or by way of note to the notice of meeting or adjourned meeting or in any accompanying document or in any electronic communication issued by or on behalf of the company, must be received at that specified address at least: (i) 48 hours before a meeting or an adjourned meeting; or (ii) 24 hours before a poll is taken, if the poll is not taken on the same day as the meeting or adjourned meeting. If such a proxy form is signed by an attorney and the directors require this, the power of attorney or other authority relied on to sign it (or a copy which has been certified by a notary or in some other way approved by the directors, or an office copy) must be received at the office, or at any other place stated in the notice of meeting or adjourned meeting or in any accompanying document at least 48 hours before a meeting or an adjourned meeting or 24 hours before a poll is taken if the poll is not taken on the same day as the meeting or adjourned meeting. (C) Providing the form appointing a proxy is received by the time specified in article 82(A) or 82(B) (as appropriate), the instructions in terms of how the proxy is to vote, and in terms of the number of shares in respect of which the proxy is entitled to vote, can be amended at any time provided that the amended instructions are received at the address specified pursuant to article 82(A) or 82(B) (as appropriate) at least 24 hours before the meeting or the adjourned meeting. The amended instruction must be submitted by way of a further proxy form and the provisions of articles 81(A) and 81(B), relating to signature, apply equally to this further proxy form. (D) If the above requirements are not complied with, the proxy form will be invalid and the proxy will not be able to act for the person who appointed him. (E) If more than one valid proxy form is received in respect of the same share for use at the same meeting or poll, the one which is received last by date and time (regardless of its date or the date on which it is signed) will be treated as revoking and replacing the other(s) as regards that share. If it is not possible otherwise to determine the order of receipt, none of the forms will be treated as valid.

108 (F) A shareholder can attend and vote at a general meeting or on a poll even if he has appointed a proxy to attend and, on a poll, vote on his behalf at that meeting or on that poll. (G) The proceedings at a general meeting will not be invalidated where an appointment of a proxy in respect of that meeting is delivered in a manner permitted by these articles by electronic communications, but because of a technical problem it cannot be read by the recipient.

83. Maximum Validity of Proxy A proxy form will cease to be valid 12 months from the date of its receipt. But it will be valid, unless the proxy form itself states otherwise, if it is used at an adjourned meeting or on a poll after a meeting or an adjourned meeting even after 12 months, if it was valid for the original meeting.

84. Form of Proxy A proxy form can be in any form which the directors approve. Unless it says otherwise, a proxy form is valid for the meeting to which it relates and also for any adjournment of that meeting.

85. Rights of a Proxy A proxy form gives the proxy the authority to demand a poll or to join others in demanding a poll and to vote on any amendment to a resolution put to, or any other business which may properly come before, the meeting. Any proxy appointed in accordance with these articles can also speak at any general meeting of the company.

86. Cancellation of Proxy’s Authority (A) Any vote cast in the way a proxy form authorises or any demand for a poll made by a proxy will be valid even though: (i) the person who appointed the proxy has died or is of unsound mind; (ii) the proxy form has been revoked; or (iii) the authority of the person who signed the proxy form for the shareholder has been revoked. (B) Any vote cast or poll demanded by a company representative will also be valid even though his authority has been revoked. (C) However, this article 86 does not apply if written notice of the relevant fact has been received at the ofﬁce (or at any other place speciﬁed for the receipt of forms of proxy) at least: (i) 24 hours before the meeting or adjourned meeting; or (ii) 24 hours before a poll is taken, if the poll is not taken on the day of the meeting or adjourned meeting. (D) In this article 86 references to written notice include the use of electronic communications subject to any terms and conditions decided on by the directors.

87. Headquarters of the Company The headquarters of the company shall be in The Netherlands. The meaning of ‘‘headquarters’’ for the purposes of this article shall be established by the board of directors and can only be amended by resolution of the board of directors in respect of which two-thirds of the directors present and voting vote in favour.

88. Number of Directors The company must have a minimum of three directors and a maximum of 20 directors (disregarding alternate directors), but these restrictions can be changed by the directors.

89. Age of Directors No person will be disqualiﬁed from being appointed or elected as a director or be required to stop being a director because he has reached a particular age. It is not necessary to give special notice of a resolution

109 electing someone a director if he is 70 or more. However, any person who is of the age of 70 or more must retire in accordance with article 93(B). Any notice of a meeting at which a resolution will be proposed to elect or re-elect a director who is of the age of 70 or more must state the fact that the relevant director is aged 70 or more or must be accompanied by a document stating such fact. The accidental omission to make such disclosure will not make invalid the proceedings, or any election or re-election of the relevant director, at that meeting.

90. Directors’ Shareholding Qualiﬁcation The directors are not required to hold any shares in the company.

91. Power of Company to Elect Directors Subject to these articles, the company can, by passing an ordinary resolution, elect any willing person to be a director, either as an extra director or to ﬁll a vacancy where a director has stopped being a director for some reason.

92. Power of Directors to Appoint Directors Subject to these articles, the directors can appoint any willing person to be a director, either as an extra director or as a replacement for another director. Any director appointed in this way must retire from ofﬁce at the ﬁrst annual general meeting after his appointment. A director who retires in this way is then eligible for election.

93. Identity of Directors to Retire (A) At every annual general meeting of the company, any director who was in ofﬁce at the time of the two previous annual general meetings and who did not retire at either of them must retire. (B) A director who would not otherwise be required to retire must also retire if he is aged 70 or more at the date of the annual general meeting or if he has been in ofﬁce, other than as a director holding an executive position, for a continuous period of nine years or more at the date of the meeting.

94. Filling Vacancies Subject to these articles, at the general meeting at which a director retires, shareholders can pass an ordinary resolution to re-elect the director or to elect some other eligible person in his place.

95. Power of Removal by Special Resolution In addition to any power to remove directors conferred by the legislation, the company can pass a special resolution to remove a director from ofﬁce even though his time in ofﬁce has not ended and can (subject to these articles) elect a person to replace a director who has been removed in this way by passing an ordinary resolution.

96. Persons Eligible as Directors The only persons who can be elected as directors at a general meeting are the following: (i) directors retiring at the meeting; (ii) anyone recommended by the directors; and (iii) anyone nominated by a shareholder (not being the person to be nominated) in the following way. The shareholder must be entitled to vote at the meeting. He must deliver to the ofﬁce not less than six nor more than 21 days before the day of the meeting: (a) a letter stating that he intends to nominate another person for election as a director; and (b) written conﬁrmation from that person that he is willing to be elected.

110 97. Position of Retiring Directors A director retiring at a general meeting retires at the end of that meeting or (if earlier) when a resolution is passed to elect another person in the director’s place or when a resolution to elect or re-elect the director is put to the meeting and lost. Where a retiring director is elected or re-elected, he continues as a director without a break.

98. Vacation of Office by Directors (A) Any director automatically stops being a director if: (i) he gives the company a written notice of resignation; (ii) he gives the company a written notice in which he offers to resign and the directors decide to accept this offer; (iii) all of the other directors (who must comprise at least three persons) pass a resolution or sign a written notice requiring the director to resign; (iv) he is or has been suffering from mental ill-health and the directors pass a resolution removing the director from office; (v) he has missed directors’ meetings (whether or not an alternate director appointed by him attends those meetings) for a continuous period of six months without permission from the directors and the directors pass a resolution removing the director from office; (vi) a bankruptcy order is made against him or he makes any arrangement or composition with his creditors generally; (vii) he is prohibited from being a director under the legislation; or (viii) he ceases to be a director under the legislation or he is removed from office under these articles. (B) If a director stops being a director for any reason, he will also automatically cease to be a member of any committee or sub-committee of the directors. (C) In this article 98 references to written notice include the use of electronic communications subject to any terms and conditions decided on by the directors.

99. Alternate Directors (A) Any director can appoint any person (including another director) to act in his place (called an ‘‘alternate director’’). That appointment requires the approval of the directors, unless previously approved by the directors or unless the appointee is another director. A director appoints an alternate director by sending a signed written notice of appointment to the office or by tabling it at a meeting of the directors, or in such other way as the directors approve. (B) The appointment of an alternate director ends on the happening of any event which, if he were a director, would cause him to vacate that office. It also ends if the alternate director resigns his office by written notice to the company or if his appointor stops being a director, unless that director retires at a general meeting at which he is re-elected. A director can also remove his alternate director by a written notice delivered to the office or tabled at a meeting of the directors. (C) An alternate director is entitled to receive notices of meetings of the directors, except when absent from both the United Kingdom and The Netherlands. He is entitled to attend and vote as a director at any meeting at which the director appointing him is not personally present and generally at that meeting is entitled to perform all of the functions of his appointor as a director. The provisions of these articles regulating the meeting apply as if he (instead of his appointor) were a director. If he is himself a director, or he attends any meeting as an alternate director for more than one director, he can vote cumulatively for himself and for each other director he represents but he cannot be counted more than once for the purposes of the quorum. An alternate director’s signature to any resolution in writing of the directors is as effective as the signature of his appointor, unless the notice of his appointment provides to the contrary. This article also applies in a

111 similar fashion to any meeting of a committee of which his appointor is a member. Except as set out in this article, an alternate director: (i) does not have power to act as a director; (ii) is not deemed to be a director for the purposes of these articles; and (iii) is not deemed to be the agent of his appointor. (D) An alternate director is entitled to contract and be interested in and beneﬁt from contracts, transactions or arrangements and to be repaid expenses and to be indemniﬁed by the company to the same extent as if he were a director. However, he is not entitled to receive from the company as an alternate director any pay, except for that part (if any) of the pay otherwise payable to his appointor as his appointor may tell the company in writing to pay to his alternate director. (E) In this article references to ‘‘written notice’’ and to ‘‘in writing’’ include the use of electronic communications subject to any terms and conditions decided on by the directors.

100. Executive Directors (A) The directors or any committee authorised by the directors can appoint one or more directors to any executive position, on such terms and for such period (subject to the provisions of the Companies Act) as they think fit. They can also terminate or vary an appointment at any time. The directors or any committee authorised by the directors will decide how much remuneration a director appointed to an executive office will receive (whether as salary, commission, profit share or any other form of remuneration) and whether this is in addition to or in place of his fees as a director. (B) If the directors terminate the appointment, the termination will not affect any right of the company or the director in relation to any breach of any employment contract which may be involved in the termination.

101. Directors’ Fees The total fees paid to all of the directors (excluding any payments made under any other provision of these articles) must not exceed: (i) £2,500,000 a year; or (ii) any higher sum decided on by an ordinary resolution at a general meeting. It is for the directors to decide how much to pay each director by way of fees under this article.

102. Additional Remuneration The directors or any committee authorised by the directors can award extra fees to any director who, in their view, performs any special or extra services for the company. Extra fees can take the form of salary or other beneﬁts (and can be paid partly in one way and partly in another). This is all decided by the directors or any committee authorised by the directors.

103. Expenses The company can pay the reasonable travel, hotel and incidental expenses of each director incurred in attending and returning from general meetings, meetings of the directors or committees of the directors or any other meetings which as a director he is entitled to attend. The company will pay all other expenses properly and reasonably incurred by each director in connection with the company’s business or in the performance of his duties as a director. As far as the legislation allows, the company can also fund a director’s expenditure on defending proceedings as provided in the legislation.

104. Pensions and Gratuities for Directors (A) The directors or any committee authorised by the directors can decide whether to provide pensions, annual payments or other beneﬁts to any director or former director of the company, or any relation or dependant of, or person connected to, such a person. The directors can also decide to contribute to a scheme or fund or to pay premiums to a third party for these purposes. The company can only provide pensions and other beneﬁts

112 to persons who are or were directors but who have not been employed by, or held an office or executive position in, the company or any of its subsidiary undertakings or former subsidiary undertakings or any predecessor in business of the company or any such other company or to relations or dependants of, or persons connected to, these directors or former directors if the shareholders approve this by passing an ordinary resolution. (B) A director or former director will not be accountable to the company or the shareholders for any benefit provided pursuant to this article. Anyone receiving such a benefit will not be disqualified from being or becoming a director of the company.

105. Permitted Interests and Voting (A) If the legislation allows and he has disclosed the nature and extent of his interest to the directors, a director can do any one or more of the following: (i) have any kind of interest in a contract with or involving the company; (ii) have any kind of interest in a contract with or involving another company in which the company has an interest; (iii) alone, or through some firm with which he is associated, do paid professional work for the company or another company in which the company has an interest (other than as auditor); (iv) hold a position (other than auditor) in the company as well as being a director; and (v) have any kind of interest in a company in which the company has an interest (including holding a position in that company or being a shareholder of that company). (B) A director does not have to hand over to the company any benefit he receives or profit he makes as a result of anything allowed under article 105(A) nor is any type of contract allowed under article 105(A) liable to be avoided. (C) When a director knows that he is in any way interested in a contract with the company, he must tell the other directors. A general notice given to the directors that a director has an interest of the kind stated in the notice in a contract involving any company or person identified in the notice is treated as a standing disclosure that the director has that interest. This notice must either be given at a directors’ meeting or read out at the next directors’ meeting after it has been given. (D) Unless these articles say otherwise, a director cannot vote on a resolution about a contract in which he has an interest which he knows is material (and if he does vote, his vote will not be counted). For this purpose, interests of a person who is connected with a director are added to the interests of the director. Interests purely as a result of having an interest in the company’s shares, debentures or other securities are disregarded. If a director cannot vote on a resolution, the director cannot be counted in the quorum when the directors vote on that resolution. (E) However, a director can vote, and be counted in the quorum, on a resolution about any of the following things, as long as the only material interest he has in it is included in the following list: (i) a resolution about giving him any guarantee, security or indemnity for any money which he, or any other person, has lent at the request, or for the benefit, of the company or any of its subsidiary undertakings; (ii) a resolution about giving him any guarantee, security or indemnity for any liability which he, or any other person, has incurred at the request, or for the benefit of, the company or any of its subsidiary undertakings; (iii) a resolution about giving any guarantee, security or indemnity to any other person for a debt or obligation which is owed by the company or any of its subsidiary undertakings to that other person, if the director has taken responsibility for some or all of that debt or obligation. The director can take this responsibility by giving a guarantee, indemnity or security; (iv) a resolution relating to an offer by the company or any of its subsidiary undertakings of any shares or debentures or other securities for subscription or purchase, if the director takes part because he is a

113 holder of shares, debentures or other securities, or if he takes part in the underwriting or sub- underwriting of the offer;

(v) a resolution about a contract involving any other company if the director has an interest of any kind in that company (including an interest by holding any position in that company, or by being a shareholder of that company). This does not apply if he knows that he owns one per cent. or more of that company;

(vi) a resolution about a contract relating to an arrangement for the beneﬁt of employees of the company or any of its subsidiary undertakings which only gives him beneﬁts which are also generally given to the employees to whom the arrangement relates;

(vii) a resolution about a contract relating to any insurance which the company can buy or renew for the beneﬁt of directors or of a group of persons which includes directors; or

(viii) a resolution about a contract relating to a pension, superannuation or similar scheme or a retirement, death or disability beneﬁts scheme or employees’ share scheme, which gives the director beneﬁts which are also generally given to the employees to whom the scheme relates.

(F) A director cannot vote or be counted in the quorum on a resolution relating to appointing that director to a position with the company or a company in which the company has an interest or the terms or termination of the appointment.

(G) This article applies if the directors are considering proposals about appointing two or more directors to positions with the company or any company in which the company has an interest. It also applies if the directors are considering setting or changing the terms of their appointment. These proposals can be split up to deal with each director separately. If this is done, each director can vote and be included in the quorum for each resolution, except any resolution concerning him or concerning the appointment of another director to a position with a company in which the company is interested where the director owns one per cent. or more of that company.

(H) Subject to the legislation and these articles, the directors can exercise or arrange for the exercise of the voting rights attached to any shares in another company held by the company and the voting rights which they have as directors of that company in any way that they decide. This includes voting in favour of a resolution appointing any of them as directors or ofﬁcers of that company and deciding their remuneration. Subject to the legislation and these articles, they can also vote and be counted in the quorum as directors of the company in connection with any of these things.

(I) If a question comes up at a meeting about whether a director (other than the chairman of the meeting) has a material interest, or whether he can vote or be counted in the quorum, and the director does not agree to abstain from voting on the issue or not to be counted in the quorum, the question must be referred to the chairman of the meeting. The ruling of the chairman of the meeting about any other director is ﬁnal and conclusive, unless the nature and extent of the director’s interests have not been fairly disclosed to the directors. If the question comes up about the chairman of the meeting, the question shall be decided by a resolution of the directors. The chairman of the meeting cannot vote on the question but can be counted in the quorum. The directors’ resolution about the chairman of the meeting is conclusive, unless the nature and extent of the interests of the chairman of the meeting have not been fairly disclosed to the directors.

(J) In this article:

(i) a reference to a contract includes a reference to an existing or proposed contract, transaction or arrangement;

(ii) a director will be treated as owning one per cent. or more of a company if he (together with persons connected with him) holds an interest in shares representing one per cent. or more of a class of equity share capital (calculated exclusive of any shares of that class in that company held as treasury shares) or the voting rights of that company; in relation to an alternate director, an interest of his appointor shall be treated as an interest of the alternate director without prejudice to any interest which the alternate director has otherwise;

114 (iii) where a company in which a director (taken together with any interest of any person connected with him) owns one per cent. or more is materially interested in a contract, the director will also be treated as being materially interested in that contract; and (iv) interests which are unknown to the director and which it is unreasonable to expect him to know about are ignored. (K) Subject to the legislation, the company can by ordinary resolution suspend or relax the provisions of this article to any extent or ratify any contract which has not been properly authorised in accordance with this article.

106. General Powers of Company Vested in Directors (A) The directors will manage the company’s business. They can use all the company’s powers except where the memorandum, these articles or the legislation say that powers can only be used by the shareholders voting to do so at a general meeting. The general management powers under this article are not limited in any way by speciﬁc powers given to the directors by other articles. (B) The directors are, however, subject to: (i) the provisions of the legislation; (ii) the requirements of the memorandum and these articles; and (iii) any regulations laid down by the shareholders by passing a special resolution at a general meeting. (C) If a change is made to the memorandum or these articles or if the shareholders lay down any regulation relating to something which the directors have already done which was within their powers, that change or regulation cannot invalidate the directors’ previous action.

107. Borrowing Powers (A) The directors can exercise all the company’s powers: (i) to borrow money; (ii) to mortgage or charge all or any of the company’s undertaking, property and assets (present and future) and uncalled capital; (iii) to issue debentures and other securities; and (iv) to give security, either outright or as collateral security, for any debt, liability or obligation of the company or of any third party. (B) (i) The directors must limit the borrowings of the company and exercise all voting and other rights or powers of control exercisable by the company in relation to its subsidiary undertakings so as to ensure that the total amount of the group’s borrowings does not exceed two times the company’s adjusted capital and reserves. This affects subsidiary undertakings only to the extent that the directors can do this by exercising these rights or powers of control. (ii) This limit can be exceeded if the consent of the shareholders has been given in advance by passing an ordinary resolution. (iii) This limit does not include any borrowings owing by one member of the group to another member of the group. (C) Adjusted capital and reserves The company’s adjusted capital and reserves will be established by the following calculations: Add: (i) the amount paid up on the company’s issued share capital (including any shares held as treasury shares); and

115 (ii) the amount standing to the credit of the reserves of the company (which include any share premium account, capital redemption reserve or merger reserve and any credit balance on the company’s profit and loss account), using the figures shown on the then latest audited balance sheet. Then: (iii) deduct any debit balance on profit and loss account at the date of the audited balance sheet (if such a deduction has not already been made on that account); and (iv) make any adjustments needed to reflect any changes since the date of the audited balance sheet to the amount of paid up share capital or reserves. (D) Borrowings When calculating the group’s borrowings, the directors will include not only borrowings but also the following (unless these have already been included in borrowings): (i) the amount of any issued and paid up share capital (other than equity share capital) of any subsidiary undertaking beneficially owned otherwise than by a member of the group; (ii) the amount of any other issued and paid up share capital and the principal amount of any debentures or borrowed moneys not beneficially owned by a member of the group where a member of the group has given a guarantee or indemnity for its redemption or repayment or where a member of the group may have to buy such share capital, debenture or borrowed money; (iii) the amount outstanding under any acceptance credits opened for or in favour of any member of the group; (iv) the principal amount of any debenture (whether secured or unsecured) issued by any member of the group which is not beneficially owned by any other member of the group; (v) any fixed or minimum premium payable on the final repayment of any borrowing or deemed borrowing; and (vi) the minority proportion of moneys borrowed by a member of the group and owing to a partly-owned subsidiary undertaking. However, the directors will not include the following items in the borrowings: (vii) amounts borrowed by any member of the group to repay some or all of any other borrowings of any member of the group (but this exclusion will only apply if the original debt is discharged within six months from the new borrowing); (viii) amounts borrowed by any member of the group to finance any contract where part of the price receivable by any member of the group is guaranteed or insured by the Export Credits Guarantee Department or any other similar government department or agency (but this exclusion will only apply up to an amount equal to the amount guaranteed or insured); (ix) amounts borrowed by, or amounts secured on assets of, an undertaking which became a subsidiary undertaking of the company after the date of the last audited balance sheet (but this exclusion will only apply up to an amount equal to the amount of borrowing, or amounts secured on assets, of the undertaking at the time immediately after it became a subsidiary undertaking); or (x) the minority proportion of moneys borrowed by a partly-owned subsidiary undertaking which is not owing to another member of the group. (E) Any foreign currency amounts will be translated into US dollars when calculating total borrowings. The exchange rate applied will be the exchange rate on the last business day: (i) before the date of the calculation; or (ii) six months before the date of the calculation, whichever exchange rate produces the lower figure.

116 The exchange rate will be taken as the spot rate in London which is recommended by a London clearing bank (chosen by the directors for this purpose) as the most appropriate rate for buying the relevant currency for US dollars on the relevant day. (F) If the amount of adjusted capital and reserves is being calculated in connection with a transaction involving a company becoming or ceasing to be a member of the group, the amount is to be calculated as if the transaction had already occurred. (G) The audited balance sheet of the company will be taken as the audited balance sheet of the company prepared for the purposes of the legislation. However, if an audited consolidated balance sheet relating to the company and its subsidiary undertakings has been prepared for the same financial year, the audited consolidated balance sheet will be used instead. In that case, all references to reserves and profit and loss account will be taken to be references to consolidated reserves and consolidated profit and loss account respectively. (H) The company can from time to time change the accounting convention applied in the preparation of the audited balance sheet, but any new convention applied must comply with the requirements of the legislation. If the company prepares a supplementary audited balance sheet applying a different convention from the main audited balance sheet, the main audited balance sheet will be taken as the audited balance sheet for the purposes of the calculations under these articles. (I) The group will be taken as the company and its subsidiary undertakings (if any). (J) For the purposes of this article the minority proportion means a proportion equal to the proportion of the issued share capital of a partly-owned subsidiary undertaking which does not belong to a member of the group. (K) A certificate or report by the company’s auditors: (i) as to the amount of the adjusted capital and reserves; (ii) as to the amount of any borrowings; or (iii) to the effect that the limit imposed by this article has not been or will not be exceeded at any particular time, will be conclusive evidence of that amount or that fact. (L) Until the audited consolidated balance sheet of the company and its subsidiary undertakings as at 31 December 2005 is available, the company’s adjusted capital and reserves referred to in article 107(B) shall be deemed to be $90,425,000,000.

108. Agents (A) The directors can appoint anyone as the company’s attorney by granting a power of attorney or by authorising them in some other way. Attorneys can either be appointed directly by the directors or the directors can give someone else the power to select attorneys. The directors or the persons who are authorised by them to select attorneys can decide on the purposes, powers, authorities and discretions of attorneys. But they cannot give an attorney any power, authority or discretion which the directors do not have under these articles. (B) The directors can decide how long a power of attorney will last for and attach any conditions to it. The power of attorney can include any provisions which the directors decide on for the protection and convenience of anybody dealing with the attorney. The power of attorney can allow the attorney to grant any or all of his power, authority or discretion to any other person. (C) The directors can: (i) delegate any of their authority, powers or discretions to any manager or agent of the company; (ii) allow managers or agents to delegate to another person; (iii) remove any persons they have appointed in any of these ways; and

117 (iv) cancel or change anything that they have delegated, although this will not affect anybody who acts in good faith who has not had any notice of any cancellation or change. Any appointment or delegation by the directors which is referred to in this article can be on any conditions decided on by the directors. (D) The ability of the directors to delegate under this article applies to all their powers and is not limited because certain articles refer to powers being exercised by the directors or by a committee authorised by the directors while other articles do not.

109. Delegation to Individual Directors (A) The directors can give a director any of the powers which they have jointly as directors (with power to sub- delegate). These powers can be given on terms and conditions decided on by the directors either in parallel with, or in place of, the powers of the directors acting jointly. (B) The directors can change the basis on which such powers are given or withdraw such powers. But if a person deals with an individual director in good faith without knowledge of the change or withdrawal, he will not be affected by it. (C) The ability of the directors to delegate under this article applies to all their powers and is not limited because certain articles refer to powers being exercised by the directors or by a committee authorised by the directors while other articles do not.

110. Ofﬁcial Seals The directors can use all the powers given by the legislation relating to ofﬁcial seals.

111. Registers The company can use the powers given by the legislation to keep an overseas, local or other register. The directors can make and/or change any regulations previously made by them relating to any of such registers, as long as the legislation allows this.

112. Provision for Employees The directors can exercise the powers under the legislation to make provision for the beneﬁt of employees or former employees of the company or any of its subsidiaries in connection with the cessation or transfer of the whole or part of the business of the company or that subsidiary.

113. Directors’ Meetings All meetings of directors will usually be held in The Netherlands but the directors will decide in each case when and where to have meetings and how they will be conducted. They can also adjourn their meetings. A directors’ meeting can be called by any director. The secretary must call a directors’ meeting if asked to by a director.

114. Notice of Directors’ Meeting Directors’ meetings are called by giving notice to all the directors. Notice can be given personally, by word of mouth or in writing to the director’s last known address or any other address given by him to the company for this purpose. A director who is, or is going to be, out of the United Kingdom or The Netherlands can ask the directors to send notices in writing of meetings to him at an address given by him to the company for this purpose, but such notices do not need to be given any earlier than notices given to directors who are in the United Kingdom or The Netherlands. Unless he asks for notices to be sent to him in this way, a director who is out of the United Kingdom or The Netherlands is not entitled to be given notice of any directors’ meetings. Any director can waive notice of any directors’ meeting, including one which has already taken place. In this article references to ‘‘in writing’’ include the use of electronic communications subject to any terms and conditions decided on by the directors.

118 115. Quorum If no other quorum is ﬁxed by the directors, two directors are a quorum. Subject to these articles, if a director ceases to be a director at a board meeting, he can continue to be present and to act as a director and be counted in the quorum until the end of the meeting if no other director objects and if otherwise a quorum of directors would not be present.

116. Directors below Minimum through Vacancies Even if one or more directors stops being a director the remaining directors can continue to act. But if the number of directors falls below the minimum which applies under these articles, or the number ﬁxed as the quorum for directors’ meetings, the remaining director(s) may only act to: (i) appoint further director(s) to make up the shortfall; or (ii) convene general meetings. If no director or directors are willing or able to act under this article, any two shareholders (excluding any shareholder holding shares as treasury shares) can call a general meeting to appoint extra director(s).

117. Appointment of Chairman (A) The directors can appoint any director as chairman or as deputy chairman and can remove him from that office at any time. If the chairman is at a directors’ meeting, he will chair it. In his absence, the chair will be taken by a deputy chairman, if one is present. If more than one deputy chairman is present, they will agree between them who should chair the meeting or, if they cannot agree, the deputy chairman longest in office as a director will take the chair. If there is no chairman or deputy chairman present within five minutes of the time when the directors’ meeting is due to start, the directors who are present can choose which one of them will be the chairman of the meeting. (B) References in these articles to a deputy chairman include, if no one has been appointed with that title, a person appointed to a position with another title which the directors designate as equivalent to the position of deputy chairman.

118. Competence of Meetings A directors’ meeting at which a quorum is present can exercise all the powers and discretions of the directors.

119. Voting Matters to be decided at a directors’ meeting will be decided by a majority vote. If votes are equal, the chairman of the meeting has a second, casting vote.

120. Delegation to Committees (A) The directors can delegate any of their powers or discretions to committees of one or more persons. If the directors have delegated any power or discretion to a committee, any references in these articles to using that power or discretion include its use by the committee. Any committee must comply with any regulations laid down by the directors. These regulations can require or allow persons who are not directors to be members of the committee, and can give voting rights to such persons. But: (i) there must be more directors on a committee than persons who are not directors; and (ii) a resolution of the committee is only effective if a majority of the members of the committee present at the time of the resolution were directors. (B) Unless the directors decide not to allow this, any committee can sub-delegate any of its powers or discretions to sub-committees. Reference in these articles to committees include sub-committees permitted under this article. (C) If a committee consists of more than one person, the articles which regulate directors’ meetings and their procedure and resolutions of directors will also apply to committee meetings (if they can apply to committee

119 meetings) and resolutions of committees unless these are inconsistent with any regulations for the committee which have been laid down under this article. (D) The ability of the directors to delegate under this article applies to all their powers and discretions and is not limited because certain articles refer to powers and discretions being exercised by committees authorised by directors while other articles do not.

121. Participation in Meetings by Telephone All or any of the directors can take part in a meeting of the directors by way of a conference telephone or any communication equipment which allows everybody to take part in the meeting by being able to hear each of the other persons at the meeting and by being able to speak to all of them at the same time. A person taking part in this way will be treated as being present at the meeting and will be entitled to vote and be counted in the quorum. Any such meeting will be deemed to take place where the largest group of directors participating is assembled or, if there is no such group, where the chairman of the meeting then is.

122. Resolution in Writing A resolution in writing of which notice has been given to all directors who at the time are entitled to receive notice of a directors’ meeting and who would be entitled to vote on the resolution at a directors’ meeting must be signed by a majority of such directors (who together meet the quorum requirement for directors’ meetings). This kind of resolution is just as valid and effective as a resolution passed by those directors at a meeting which is properly called and held. The resolution can be passed using several copies of the resolution if each copy is signed by one or more directors. In this article references to ‘‘in writing’’ include the use of electronic communications subject to any terms and conditions decided on by the directors.

123. Validity of Acts of Directors or Committee Everything which is done by any directors’ meeting, or by a committee of the directors, or by a person acting as a director, or as a member of a committee, will be valid even if it is discovered later that any director, or person acting as a director, was not properly appointed. This also applies if it is discovered later that anyone was disqualiﬁed from being a director, or had ceased to be a director or was not entitled to vote. In any of these cases, anything done will be as valid as if there was no defect or irregularity of the kind referred to in this article.

124. Appointment and Removal of the Secretary The directors can appoint the secretary for such term and upon such conditions as they see ﬁt; and any secretary so appointed can be removed by the directors.

125. Use of Seals (A) The directors must arrange for every seal of the company to be kept safely. (B) A seal can only be used with the authority of the directors or a committee authorised by the directors. (C) Subject as otherwise provided in these articles or as determined by the directors, every document which is sealed using the common seal must be signed by one director and the secretary, or by two directors or by any other person or persons authorised by the directors. (D) Any document to which the ofﬁcial seal is applied need not be signed, unless the directors decide otherwise or the legislation requires otherwise, and may be impressed by mechanical means or by printing the seal or a facsimile of it on the instrument. (E) The directors can resolve that the requirement for any counter-signature in this article can be dispensed with on any occasion.

126. Declaration of Dividends by Company The company’s shareholders can declare dividends in accordance with the rights of the shareholders by passing an ordinary resolution. No such dividend can exceed the amount recommended by the directors.

120 127. Payment of Interim and Fixed Dividends by Directors Subject to the legislation, if the directors consider that the financial position of the company justifies such payments, they can pay: (i) the fixed or other dividends on any class of shares on the dates prescribed for the payment of those dividends; and (ii) interim dividends on shares of any class of any amounts and on any dates and for any periods which they decide. If the directors act in good faith, they will not be liable for any loss that any shareholders may suffer because a lawful dividend has been paid on other shares which rank equally with or behind their shares.

128. Calculation of Dividends All dividends will be divided and paid in proportions based on the amounts paid up on the shares during any period for which the dividend is paid. Sums which have been paid up in advance of calls will not count as paid up for this purpose. If the terms of any share say that it will be entitled to a dividend as if it were a fully paid up, or partly paid up, share from a particular date (in the past or future), it will be entitled to a dividend on this basis. This article applies unless these articles, the rights attached to any shares, or the terms of any shares, say otherwise.

129. Currency of Dividends (A) Unless the rights attached to any shares, the terms of any shares or these articles say otherwise, a dividend or any other money payable in respect of a share can be declared and paid in any currency the directors decide using an exchange rate selected by the directors for any currency conversions required. The directors can also decide how any costs relating to the choice of currency will be met. (B) The directors can offer shareholders the choice to receive dividends and other money payable in respect of their shares in a currency other than that in which the dividend or other money payable is declared on such terms and conditions as the directors may prescribe from time to time.

130. Amounts Due on Shares can be Deducted from Dividends If a shareholder owes the company any money for calls on shares or money in any other way relating to his shares, the directors can deduct any of this money from any dividend or other money payable to the shareholder on or in respect of any share held by him. Money deducted in this way can be used to pay amounts owed to the company.

131. No Interest on Dividends Unless the rights attached to any shares, or the terms of any shares, say otherwise, no dividend or other sum payable by the company on or in respect of its shares carries a right to interest from the company.

132. Payment Procedure (A) Any dividend or other money payable in cash relating to a share can be paid by sending a cheque, warrant or similar financial instrument payable to the shareholder who is entitled to it by post addressed to his registered address. Or it can be made payable to someone else named in a written instruction from the shareholder (or all joint shareholders) and sent by post to the address specified in that instruction. A dividend can also be paid by inter-bank transfer or by other electronic means (including payment through CREST) directly to an account with a bank or other financial institution (or other organisation operating deposit accounts if allowed by the company) named in a written instruction from the person entitled to receive the payment under this article. Such account is to be an account in the United Kingdom unless the share on which the payment is to be made is held by Euroclear Nederland and the Securities Giro Act applies to such share. Alternatively, a dividend can be paid in some other way requested in writing by the shareholder (or all joint shareholders) and agreed with the company.

121 (B) For joint shareholders or persons jointly entitled to shares by law, payment can be made to the shareholder whose name stands first in the register. The company can rely on a receipt for a dividend or other money paid on shares from any one of them on behalf of all of them. (C) Cheques, warrants and similar financial instruments are sent, and payment in any other way is made, at the risk of the person who is entitled to the money. The company is treated as having paid a dividend if the cheque, warrant or similar financial instrument is cleared or if a payment is made through CREST, bank transfer or other electronic means. The company will not be responsible for a payment which is lost or delayed. (D) Dividends can be paid to a person who has become entitled to a share by law as if he were the holder of the share.

133. Uncashed Dividends (A) The company can stop sending dividend payments through the post, or cease using any other method of payment (including payment through CREST), for any dividend if: (i) for two consecutive dividends: (a) the dividend payments sent through the post have been returned undelivered or remain uncashed during the period for which they are valid; or (b) the payments by any other method have failed; or (ii) for any one dividend: (a) the dividend payment sent through the post has been returned undelivered or remains uncashed during the period for which it is valid; or (b) the payment by any other method has failed, and reasonable enquiries have failed to establish any new address or account of the registered shareholder. (B) Subject to these articles, the company must recommence sending dividend payments if requested in writing by the shareholder or the person entitled to a share by law.

134. Forfeiture of Unclaimed Dividends Where any dividends or other amounts payable on a share have not been claimed, the directors can invest them or use them in any other way for the company’s beneﬁt until they are claimed. The company will not be a trustee of the money and will not be liable to pay interest on it. If a dividend or other money has not been claimed for 12 years after being declared or becoming due for payment, it will be forfeited and go back to the company unless the directors decide otherwise.

135. Dividends Not in Cash If recommended by the directors, the company can pass an ordinary resolution that a dividend be paid wholly or partly by distributing specific assets (and, in particular, paid up shares or debentures of any other company). Where any difficulty arises on such a distribution, the directors can resolve it as they decide. For example, they can: (i) authorise any person to sell and transfer any fractions; (ii) ignore any fractions; (iii) value assets for distribution purposes; (iv) pay cash of a similar value to adjust the rights of shareholders; and/or (v) vest any assets in trustees for the benefit of more than one shareholder.

122 136. Scrip Dividends The directors can offer ordinary shareholders (excluding any shareholder holding shares as treasury shares) the right to choose to receive extra ordinary shares, which are credited as fully paid up, instead of some or all of their cash dividend. Before they can do this, shareholders must have passed an ordinary resolution authorising the directors to make this offer. (i) The ordinary resolution can apply to some or all of a particular dividend or dividends. Or it can apply to some or all of the dividends which may be declared or paid in a specified period. The specified period must not end later than the fifth anniversary of the date on which the ordinary resolution is passed. (ii) The directors can also offer shareholders the right to request new shares instead of cash for all future dividends (if a share alternative is available), until they tell the company that they no longer wish to receive new shares. (iii) A shareholder will be entitled to A shares or B shares whose total ‘‘relevant value’’ is as near as possible to the cash dividend he would have received (disregarding any tax credit), but not more than it. The relevant value of a share is the average value of the A shares or B shares (as applicable) for the five dealing days starting from, and including, the day when the shares are first quoted ‘‘ex dividend’’. This average value is worked out from the market value of the A shares or B shares (as applicable) for the relevant dealing days. (iv) The ordinary resolution can require that the relevant value is worked out in some different way. A certificate or report by the auditors stating the relevant value of a share for any dividend will be conclusive evidence of that value. (v) After the directors have decided how many new shares ordinary shareholders will be entitled to, they can notify them in writing of their right to opt for new shares. This notice should also say how, where and when shareholders must notify the company if they wish to receive new shares. Where shareholders have opted to receive new shares in place of all future dividends, if new shares are available, the company will not need to notify them of a right to opt for new shares. No shareholders will receive a fraction of a share. The directors can decide how to deal with any fractions left over. For example, they can decide that the benefit of these fractions belongs to the company or that fractions are ignored or deal with fractions in some other way. (vi) If a notice informing any shareholders of their right to opt for new shares is accidentally not sent or is not received, the offer will not be invalid as a result nor give rise to any claim, suit or action. (vii) The directors can exclude or restrict the right to opt for new shares or make any other arrangements where they decide that this is necessary or convenient to deal with any of the following legal or practical problems: (a) problems relating to laws of any territory; or (b) problems relating to the requirements of any recognised regulatory body or stock exchange in any territory, or where the directors believe that for any other reason the right should not be given. (viii) If a shareholder has opted to receive new shares, no dividend on the shares for which he has opted to receive new shares (which are called the ‘‘elected shares’’), will be declared or payable. Instead, new ordinary shares will be allotted on the basis set out earlier in this article. To do this, the directors will convert into capital the sum equal to the total amount of the new ordinary shares to be allotted. They will use this sum to pay up in full the appropriate number of new ordinary shares. These will then be allotted and distributed to the holders of the elected shares on the basis set out above. The sum to be converted into capital can be taken from: (a) any amount which is then in any reserve or fund (including the share premium account, any capital redemption reserve, any merger reserve and the profit and loss account); or (b) any other sum which is available to be distributed.

123 (ix) The new ordinary shares will rank equally in all respects with the existing fully paid up ordinary shares at the time when the new ordinary shares are allotted. But they will not be entitled to share in the dividend from which they arose, or to have new shares instead of that dividend.

(x) The directors can decide that new shares will not be available in place of any cash dividend. They can decide this at any time before new shares are allotted in place of such dividend, whether before or after shareholders have opted to receive new shares.

(xi) The directors can decide how any costs relating to making new shares available in place of a cash dividend will be met. For example, they can decide that an amount will be deducted from the entitlement of a shareholder under this article.

(xii) Unless the directors decide otherwise or unless the Uncertiﬁcated Securities Regulations and/or the rules of CREST require otherwise, any new ordinary shares which a shareholder has chosen to receive instead of some or all of his cash dividend will be:

(a) CREST shares if the corresponding elected shares were CREST shares on the record date for that dividend; and

(b) certiﬁcated shares if the corresponding elected shares were certiﬁcated shares on the record date for that dividend.

(xiii) Unless the directors decide otherwise, any new ordinary shares which a shareholder has chosen to receive instead of some or all of his cash dividend will be:

(a) A shares if the corresponding elected shares are A shares; and

(b) B shares if the corresponding elected shares are B shares.

137. Power to Capitalise Reserves and Funds

(A) If recommended by the directors, the company’s shareholders can pass an ordinary resolution to capitalise any sum:

(i) which is part of any of the company’s reserves (including premiums received when any shares were issued, capital redemption reserves, merger reserves or other undistributable reserves); or

(ii) which the company is holding as net proﬁts.

(B) Unless the ordinary resolution states otherwise, the directors will use the sum which is capitalised by setting it aside for the ordinary shareholders on the register at the close of business on the day the resolution is passed (or another date stated in the resolution or ﬁxed as stated in the resolution) and in the same proportions as the ordinary shareholders’ entitlement to dividends (or in other proportions stated in the resolution or ﬁxed as stated in the resolution). The sum set aside can be used:

(i) to pay up some or all of any amount on any issued shares which has not already been called, or paid in advance; or

(ii) to pay up in full unissued shares, debentures or other securities of the company which would then be allotted and distributed, credited as fully paid, to shareholders.

However, a share premium account, a capital redemption reserve, a merger reserve or any reserve or fund representing unrealised proﬁts, can only be used to pay up in full the company’s unissued shares. Where the sum capitalised is used to pay up in full unissued shares, the company is also entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of shareholders to the distribution will be calculated on this basis.

(C) The directors can appoint any person to sign a contract with the company on behalf of those who are entitled to shares, debentures or other securities under the resolution. Such a contract is binding on all concerned.

124 138. Settlement of Difficulties in Distribution If any difficulty arises in connection with any distribution of any capitalised reserve or fund, the directors can resolve it in any way which they decide. For example, they can deal with entitlements to fractions by deciding that the benefit of fractions belong to the company or that fractions are ignored or deal with fractions in some other way.

139. Power to Choose Any Record Date This article applies to any dividend on any shares, or any distribution, allotment or issue to the holders of any shares. These can be paid or made to the registered holder or holders of the shares, or to anyone entitled in any other way, at a particular time on a particular day selected by the directors. They will be based on the number of shares registered at that time on that day, even if this is before any resolution to authorise what is being done was passed. This article applies whether what is being done is the result of a resolution of the directors, or a resolution at a general meeting. The time and date can be before the dividend or distribution is to be paid or the allotment or issue of share is to be made, or before any relevant resolution was passed.

140. Records to be Kept The directors must ensure that proper accounting records that comply with the legislation are kept to record and explain the company’s transactions and show its ﬁnancial position with reasonable accuracy.

141. Inspection of Records A shareholder is not entitled to inspect any of the company’s accounting records or other books or papers unless: (i) the legislation or a proper court order gives him that right; (ii) the directors authorise him to do so; or (iii) the shareholders authorise him to do so by ordinary resolution.

142. Summary Financial Statements The company can send summary ﬁnancial statements to its shareholders instead of copies of its full reports and accounts and for the purposes of this article sending includes using electronic communications and publication on a website in accordance with the legislation.

143. Service of Notices (A) The company can send any notice or other document, including a share certiﬁcate, to a shareholder: (i) by delivering it to him personally; (ii) by addressing it to him and posting it to, or leaving it at, the shareholder’s registered address; (iii) through CREST, where the notice or document relates to CREST shares; or (iv) as authorised in writing by the relevant shareholder. (B) Where appropriate the company can also send any notice or other document by using electronic communications and by publication on a website in accordance with the legislation. (C) Where there are joint shareholders, the notice or other document can be sent to any one of the joint holders and will be treated as having been sent to all the joint holders.

144. Record Date for Service Where the company sends notices or documents to shareholders, it can do so by reference to the shareholders’ register as it stands at any time not more than 15 days before the date the notice or document is sent. Any change of details on the register after that time will not invalidate the sending and the company is not obliged to send the same notice or document to any person entered on the shareholders’ register after the date selected by the company.

125 145. Members Resident Abroad or on Branch Registers

(A) If a shareholder’s address on the register is outside the United Kingdom or The Netherlands, he can give the company a United Kingdom or a Netherlands postal address to which notices and other documents can be sent to him. If he does, he is entitled to have notices and other documents sent to him at that address. Alternatively, a shareholder whose address on the register is outside the United Kingdom or The Netherlands can give the company an address for the purposes of electronic communications. If he does, notices and other documents may be sent to him at that address, but this will be at the absolute discretion of the directors. Otherwise, subject to the provisions of the Listing Rules, he is not entitled to receive any notices or other documents from the company.

(B) For a shareholder registered on a branch register, notices or documents can be posted or despatched in the United Kingdom or in the country where the branch register is kept.

146. Service of Notices on Persons Entitled by Transmission

This article applies where a shareholder has died or become bankrupt or is in liquidation, or where someone else has otherwise become entitled by law to that shareholder’s shares, but is still registered as a shareholder. It applies whether he is registered as a sole or joint shareholder. A person who is entitled to that shareholder’s shares by law, and who proves this to the reasonable satisfaction of the directors, can give the company a United Kingdom or Netherlands postal address for the sending of notices and other documents. If this is done, notices and other documents must be sent to that address. Alternatively, a person who is entitled to that shareholder’s shares by law, and who proves this to the reasonable satisfaction of the directors, can give the company an address for the purposes of electronic communications. If this is done, notices or documents may be sent to him at that address, but this will be at the absolute discretion of the directors. Otherwise, if any notice or other document is sent to the shareholder named on the register, this will be valid despite his death, bankruptcy or liquidation or the fact that any other event giving rise to an entitlement to the shares by law has occurred. This applies even if the company knew about these things. If notices or other documents are sent in accordance with this article, there is no need to send them to any other persons who may be involved.

147. When Notice Deemed Served

(A) If a notice or document is sent by the company by inland post, it is treated as being received the day after it was posted if first class post (or a service similar to first class post) was used or 72 hours after it was posted if first class post (or a service similar to first class post) was not used. If a notice or document is sent by the company by airmail, it is treated as being received 72 hours after it was posted. In proving that a notice or document was received, it is sufficient to show that the envelope was properly addressed and put into the postal system with postage paid.

(B) If a notice or document is left by the company at a shareholder’s registered address or at a postal address notiﬁed to the company in accordance with these articles by a shareholder or a person who is entitled to a share by law, it is treated as being received on the day it was left.

(C) If a notice is sent through CREST, it is treated as being received when the company, or any CREST participant acting for the company, sends the issuer-instruction relating to the notice.

(D) If a notice or document is sent by the company using electronic communications it is treated as being received on the day after it was sent. In the case of publication on a website, the notice or document is treated as being received on the day after notice of the publication and the address of the website is sent. Proof that a notice contained in an electronic communication was sent in accordance with guidance issued from time to time by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.

(E) If a notice or document is sent by the company by any other means authorised in writing by a shareholder, it is treated as being received when the company has done what it was authorised to do by that shareholder.

126 148. Notice When Post Not Available

If a general meeting cannot be called by sending notices through the post or by electronic communications because the postal service in any country to which notices will be sent to, or from which notices will be sent, or some part of such country, or the relevant electronic mail system is suspended or restricted, the directors can give notice of the meeting to shareholders affected by the suspension or restriction by publishing a notice in at least one United Kingdom and one Dutch national newspaper. Notice published in this way will be treated as being properly served on affected shareholders who are entitled to receive it on the day the advertisement appears. If it becomes generally possible to send notices by post or by electronic communications again at least six clear days before the meeting, the directors will send a copy of the notice by post or by electronic communications to those entitled to receive it by way of conﬁrmation.

149. Presumption Where Documents Destroyed

(A) The company can destroy or delete:

(i) all transfer forms or Operator-instructions transferring shares, and documents sent to support a transfer, and any other documents which were the basis for making an entry by the company on the register, after six years from the date of registration;

(ii) all dividend and other payment instructions and notiﬁcations of a change of address or name, after two years from the date these were recorded; and

(iii) all cancelled share certiﬁcates, after one year from the date they were cancelled.

(B) If the company destroys or deletes a document under this article, it is conclusively treated as having been a valid and effective document in accordance with the company’s records relating to the document. Any action of the company in dealing with the document in accordance with its terms before it was destroyed or deleted is conclusively treated as having been properly taken.

(C) This article only applies to documents which are destroyed or deleted in good faith and where the company is not on notice of any claim to which the document may be relevant.

(D) If the documents relate to CREST shares, the company must comply with any requirements of the Uncertiﬁcated Securities Regulations which limit its ability to destroy these documents.

(E) This article does not make the company liable if:

(i) it destroys or deletes a document earlier than the time limit referred to in article 149(A);

(ii) it does not comply with the conditions in article 149(C); or

(iii) the company would not be liable if this article did not exist.

(F) This article applies whether a document is destroyed or deleted or disposed of in some other way.

150. Distribution of Assets Otherwise Than in Cash

If the company is wound up (whether the liquidation is voluntary, under supervision of the court or by the court), the liquidator can, with the authority of an extraordinary resolution passed by the shareholders and any other sanction required by the legislation, divide among the shareholders (excluding any shareholder holding shares as treasury shares) the whole or any part of the assets of the company. This applies whether the assets consist of property of one kind or different kinds. For this purpose, the liquidator can set such value as he considers fair upon any property and decide how such division is carried out as between shareholders or different groups of shareholders. The liquidator can transfer any part of the assets to trustees upon such trusts for the beneﬁt of shareholders as the liquidator, acting under that resolution, decides. However, no shareholder can be compelled to accept any shares or other property under this article which carry a liability.

127 151. Indemnity of Officers As far as the legislation allows this, the company can: (i) indemnify any director of the company, of any associated company or of any affiliate against any liability; and (ii) purchase and maintain insurance against any liability for any director of the company, of any associated company or of any affiliate. In this article, the term ‘‘director’’ shall include any former director.

152. Arbitration Unless article 153 applies: (A) All disputes: (i) between a shareholder in that shareholder’s capacity as such and the company and/or its directors arising out of or in connection with these articles or otherwise; and/or (ii) to the fullest extent permitted by law, between the company and any of its directors in their capacities as such or as employees of the company, including all claims made by or on behalf of the company against its directors; and/or (iii) between a shareholder in that shareholder’s capacity as such and the company’s professional service providers; and/or (iv) between the company and the company’s professional service providers arising in connection with any claim within the scope of article 152(A)(iii), shall be exclusively and finally resolved under the Rules of Arbitration of the International Chamber of Commerce (‘‘ICC’’) (the ‘‘ICC Rules’’), as amended from time to time. (B) The tribunal shall consist of three arbitrators to be appointed in accordance with the ICC Rules. (C) The chairman of the tribunal must have at least 20 years experience as a lawyer qualified to practise in a common law jurisdiction within the Commonwealth (as constituted on 12 May 2005) and each other arbitrator must have at least 20 years experience as a qualified lawyer. (D) The place of arbitration shall be The Hague, The Netherlands. (E) The language of the arbitration shall be English. (F) These articles constitute a contract between the company and its shareholders and between the company’s shareholders inter se. This article 152 (as supplemented from time to time by any agreement to a similar effect between the company and its directors or professional service providers) also contains or evidences an express submission to arbitration by each shareholder, the company, its directors and professional service providers and such submissions shall be treated as a written arbitration agreement under the Netherlands Arbitration Act, the Arbitration Act 1996 of England and Wales and Article II of the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958). (G) Each person to whom this article 152 applies hereby waives, to the fullest extent permitted by law: (i) any right under the laws of any jurisdiction to apply to any court of law or other judicial authority to determine any preliminary point of law, and/or (ii) any right it may otherwise have under the laws of any jurisdiction to appeal or otherwise challenge the award, ruling or decision of the tribunal.

153. Exclusive Jurisdiction (A) This article 153 shall apply to a dispute (which would otherwise be subject to article 152) in any jurisdiction if a court in that jurisdiction determines that article 152 is invalid or unenforceable in relation to that dispute in that jurisdiction.

128 (B) For the purposes of article 153(A), court shall mean any court of competent jurisdiction or other competent authority including for the avoidance of doubt, a court or authority in any jurisdiction which is not a signatory to the New York Convention.

(i) between a shareholder in that shareholder’s capacity as such and the company and/or its directors arising out of or in connection with these articles or otherwise; and/or

(ii) to the fullest extent permitted by law, between the company and any of its directors in their capacities as such or as employees of the company, including all claims made by or on behalf of the company against its directors; and/or

(iii) between a shareholder in that shareholder’s capacity as such and the company’s professional service providers and/or

(iv) between the company and the company’s professional service providers arising in connection with any claim within the scope of article 153(C)(iii),

may only be brought in the courts of England and Wales.

(D) Damages alone may not be an adequate remedy for any breach of this article 153, so that in the event of a breach or anticipated breach, the remedies of injunction and/or an order for speciﬁc performance would in appropriate circumstances be available.

154. General Dispute Resolution Provisions

(A) For the purposes of articles 152 and 153, a ‘‘dispute’’ shall mean any dispute, controversy or claim, other than any dispute, controversy or claim relating to any failure or alleged failure by the company to pay all or part of a dividend which has been declared and which has fallen due for payment.

(B) The governing law of these articles, including the submissions to arbitration and written arbitration agreement contained in or evidenced by article 152, shall be the substantive law of England.

(C) The company shall be entitled to enforce articles 152 and 153 for its own beneﬁt, and that of its directors, subsidiary undertakings and professional service providers.

(D) References in articles 152 and 153 to:

(i) ‘‘company’’ shall be read so as to include each and any of the company’s subsidiary undertakings from time to time; and

(ii) ‘‘director’’ shall be read so as to include each and any director of the company from time to time in its capacity as such or as employee of the company and shall include any former director of the company; and

(iii) ‘‘professional service providers’’ shall be read so as to include the company’s auditors, legal counsel, bankers, ADR depositaries and any other similar professional service providers in their capacity as such from time to time but only if and to the extent such person has agreed with the company in writing to be bound by article 152 and/or 153 (or has otherwise agreed to submit disputes to arbitration and/or exclusive jurisdiction in a materially similar way).

129 GLOSSARY

About the Glossary This Glossary is to help readers understand the company’s memorandum and articles. Words are explained as they are used in the memorandum and articles — they might mean different things in other documents. This Glossary is not legally part of the memorandum or articles, and it does not affect their meaning. The explanations are intended to be a general guide — they are not precise. Words and expressions which are printed in bold in a definition have their own general explanation of their meaning which is contained in this Glossary. abrogate If the special rights of a share are abrogated, they are cancelled or withdrawn. adjourn Where a meeting breaks up, to be continued at a later time or day, at the same or a different place. allot When new shares are allotted, they are set aside for the person they are intended for. This will normally be after the person has agreed to pay for a new share, or has become entitled to a new share for any other reason. As soon as a share is allotted, that person has the right to have his name put on the register of shareholders. When he has been registered, the share has also been issued. asset Anything which is of any value to its owner. attorney An attorney is a person who has been appointed to act for another person. The person is appointed by a formal document, called a ‘‘power of attorney’’. authorised share capital The total number of shares which a company has the potential, under its memorandum of association, to have in issue at any time. Authorised share capital includes all the shares which a company has in issue at any time as well as any shares which have been authorised by a shareholder’s meeting but are not yet issued (whether or not authority to issue them has been given under the company’s articles). brokerage Commission which is paid to a broker by a company issuing shares where the broker’s clients have applied for shares. call A call to pay money which is due on shares which has not yet been paid. This happens if the company issues shares which are partly paid, where money remains to be paid to the company for the shares. The money which has not been paid can be ‘‘called’’ for. If all the money to be paid on a share has been paid, the share is called a ‘‘fully paid share’’. capitalise To convert some or all of the reserves of a company into capital (such as shares). capital redemption reserve A reserve which a company may have to set up to maintain the level of its capital base when shares are redeemed or bought back. certificated form A shareholder holds a share or other security in certificated form if it is not able to be held in uncertificated form or, if it is able to be held in uncertificated form but that shareholder has requested that a certificate be issued for that share or other security (see also uncertificated form). company representative If a corporation owns shares, it can appoint a company representative to attend a shareholders’ meeting to speak and vote for it. consolidate When shares are consolidated, they are combined with other shares — for example, three £1 shares might be consolidated into one new £3 share. debenture A typical debenture is a long-term borrowing by a company. The loan usually has to be repaid at a fixed date in the future and carries a fixed rate of interest. declare Generally, when a dividend is declared, it becomes due to be paid. electronic communication An electronic communication is a communication by means of a telecommunications system or some other system but while in electronic form. It includes fax and telephone communications and also electronic mail. entitled to a share by law In some situations, a person will be entitled to have shares which are registered in somebody else’s name registered in his own name or to require the shares to be transferred to another person. When a shareholder dies, or the sole survivor of joint shareholders dies, his personal representatives have this right. If a shareholder is made bankrupt, his trustee in bankruptcy has the right.

130 ex-dividend Once a share has gone ex-dividend, a person who buys the share in the market will not be entitled to the dividend which has been declared shortly before it was bought. The seller remains entitled to this dividend even though it will be paid after he has sold his share. executed A document is executed when it is signed or sealed or made valid in some other way. exercise When a power is exercised, it is used. extraordinary resolution A decision reached by a majority of at least 75 per cent. of votes cast. Shareholders must be given at least 14 days’ notice of any extraordinary resolution. forfeit and forfeiture When a share is forfeited it is taken away from the shareholder and goes back to the company. This process is called ‘‘forfeiture’’. This can happen if a call on a partly paid share is not paid on time. fully paid shares When all of the money or other property which is due to the company for a share has been paid or received, a share is called a ‘‘fully paid share’’. indemnity and indemnify If a person gives another person an indemnity, he promises to make good any losses or damage which the other might suffer. The person who gives the indemnity is said to ‘‘indemnify’’ the other person. in issue See issue. instruments Formal legal documents. issue When a share has been issued, everything has been done by a company to make the shareholder the owner of the share. In particular, the shareholder’s name has been put on the register. Existing shares which have been issued are called ‘‘in issue’’. lien Where the company has a lien over shares, it can take the dividends, and any other payments relating to the shares which it has a lien over, or it can sell the shares, to repay the debt and so on. members Shareholders. nominal amount or nominal value The amount of the share shown in a company’s account. The nominal value of both the A shares and the B shares is 40.07. This amount is shown on the share certificate for a share. When a company issues new shares this can be for a price which is at a premium to the nominal value. When shares are bought and sold on the stock market this can be for more, or less, than the nominal value. The nominal value is sometimes also called the ‘‘par value’’. officer The term officer includes (subject to the provisions of the articles) a director, secretary, any employee who reports directly to a director or any other person who the directors decide should be an officer. Operator A person approved by the Treasury under the Uncertificated Securities Regulations as operator of a relevant system. Operator-instruction A properly authenticated instruction sent by or on behalf of an Operator and sent or received by means of a relevant system. ordinary resolution A decision reached by a simple majority of votes — that is by more than 50 per cent. of the votes cast. partly paid shares If any money remains to be paid on a share, it is said to be partly paid. The unpaid money can be ‘‘called’’ for. personal representatives A person who is entitled to deal with the property (the ‘‘estate’’) of a person who has died. If the person who has died left a valid will, the will appoints ‘‘executors’’ who are personal representatives. If the person died without a will, the courts will appoint one or more ‘‘administrators’’ to be the personal representatives. poll On a vote taken on a poll, the number of votes which a shareholder has will depend on the number of shares which he owns. An ordinary shareholder has one vote for each share he owns. A poll vote is different to a vote taken on a show of hands, where each person who is entitled to vote has just one vote, however many shares he owns.

131 power of attorney A formal document which legally appoints one or more persons to act on behalf of another person. pre-emption rights The right of some shareholders which is given by the Companies Act to be offered a proportion of certain classes of newly issued shares and other securities before they are offered to anyone else. This offer must be made on terms which are at least as favourable as the terms offered to anyone else. premium If a company issues a new share for more than its nominal value, the amount above the nominal value is the premium. proxy A proxy is a person who is appointed by a shareholder to attend a meeting and vote for that shareholder. A proxy is appointed by using a proxy form, which may be electronic. A proxy does not have to be a shareholder. A proxy can vote both on a poll and on a show of hands under the company’s articles. proxy form A form (including an electronic form) which a shareholder uses to appoint a proxy to attend a meeting and vote for him. A proxy form is also used to instruct a proxy in terms of the number of shares in respect of which the proxy is entitled to vote and how he is to exercise the votes attaching to those shares. The proxy forms are sent out by the company and must be returned to the company before the meeting to which they relate. quorum The minimum number of shareholders or directors who must be present before a shareholders’ or, as appropriate, directors’ meeting can start. When this number is reached, the meeting is said to be ‘‘quorate’’. rank When either capital or income is distributed to shareholders, it is paid out according to the rank (or ranking) of the shares. For example, a share which ranks ahead of (or above) another share in sharing in a company’s income is entitled to have its dividends paid first, before any dividends are paid on shares which rank below (or after) it. If there is not enough income to pay dividends on all shares, the available income must be used first to pay dividends on shares which rank first, and then to shares which rank next. The same applies for repayments of capital. Capital must be paid first to shares which rank first in sharing in the company’s capital, and then to shares which rank next. A company’s preference shares (if it has any) generally rank ahead of its ordinary shares. recognised investment exchange An investment exchange which has been officially recognised by the UK authorities. An investment exchange is a place where investments, such as shares, are traded. The London Stock Exchange is a recognised investment exchange. redeem, redemption and redeemable When a share is redeemed, it goes back to the company in return for a sum of money which was fixed (or calculated from a formula fixed) before the share was issued. This process is called ‘‘redemption’’. A share which can be redeemed is called a ‘‘redeemable’’ share. relevant system This is a term used in the legislation for a computer system which allows shares without share certificates to be transferred without using transfer forms. The CREST system for paperless share dealing is a ‘‘relevant system’’. renounces and renunciation Where a share has been allotted, but nobody has been entered on the share register for the share, it can be renounced to another person. This transfers the right to have the share registered to another person. This process is called ‘‘renunciation’’. requisition A formal process which shareholders can use to call a meeting of shareholders. Generally speaking the shareholders who want to call a meeting must hold at least 10 per cent. of the issued shares. reserves A fund which has been set aside in the accounts of a company — profits which are not paid out to shareholders as dividends, or used up in some other way, are held in a reserve by the company. revoke To withdraw or cancel. share premium account If a new share is issued by a company for more than its nominal value, the amount above the nominal value is the premium and the total of these premiums is held in a reserve (which cannot be used to pay dividends) called the share premium account. show of hands A vote where each person who is entitled to vote has just one vote, however many shares he holds.

132 special notice If special notice of a resolution is required by the legislation, the resolution is not valid unless the company has been told about the intention to propose it at least 28 days before the meeting at which it is proposed. special resolution A decision reached by a majority of at least 75 per cent. of votes cast. Shareholders must be given at least 21 days’ notice of any special resolution. special rights These are the rights of a particular class of shares as distinct from rights which apply to all shares generally. Typical examples of special rights are: where the shares rank; their rights to sharing in income and assets; and voting rights. statutory declaration A formal way of declaring something in writing. Particular words and formalities must be used — these are laid down by the Statutory Declarations Act of 1835. subdivide When shares are subdivided they are split into shares which have a smaller nominal amount. For example, a £1 share might be subdivided into two 50p shares. subject to Means that something else has priority, or prevails, or must be taken into account. When a statement is subject to something this means that the statement must be read in the light of that other thing, which will prevail if there is any conﬂict. subsidiary A company which is controlled by another company (for example, because the other company owns a majority of its shares) is called a subsidiary of that company. This is deﬁned in more detail in the Companies Act. subsidiary undertaking This is a term used by the Companies Act. It has a wider meaning than subsidiary. Generally speaking, it is a company which is controlled by another company because the other company:

) has a majority of the votes in the company, either alone or acting with others;

) is a shareholder who can appoint or remove a majority of the directors; or

) can exercise dominant influence over the company because of anything in the company’s memorandum or articles or because of a certain kind of contract. treasury shares Shares in the company which were bought by the company as provided by the legislation and which have been held by the company continuously since being bought are called treasury shares. trustees Persons who hold property of any kind for the benefit of one or more other persons under a kind of arrangement which the law treats as a ‘‘trust’’. uncertificated form A share or other security is held in uncertificated form if no certificate has been issued for it. A share or other security held in uncertificated form is eligible for settlement in CREST or any other relevant system. underwriting A person who agrees to buy new shares if they are not bought by other persons underwrites the share offer. warrant or dividend warrant Similar to a cheque for a dividend. wind up The formal process to put an end to a company. When a company is wound up, its assets are distributed. The assets go first to creditors who have supplied property and services and then to shareholders. Shares which rank above other shares in sharing in the company’s assets will receive any funds which are left over before any shares which rank after (or below) them.

133 CONTENTS

Page 1. Exclusion of Table A *************************************************************** 86 2. Definitions************************************************************************ 86 3. Form of Resolution **************************************************************** 89 4. Rights of the A Shares and the B Shares*********************************************** 89 5. Dividend Access Arrangements relating to the B Shares ********************************** 89 6. Rights of the Sterling Deferred Shares ************************************************* 90 7. Rights to the Euro Deferred Shares *************************************************** 90 8. Rights Attached to Shares *********************************************************** 91 9. Redeemable Shares***************************************************************** 91 10. Purchase of Own Shares ************************************************************ 91 11. Variation of Rights ***************************************************************** 92 12. Pari Passu Issues ****************************************************************** 92 13. Unissued Shares ******************************************************************* 92 14. Payment of Commission ************************************************************ 92 15. Trusts Not Recognised ************************************************************** 93 16. Suspension of Rights Where Non-Disclosure of Interest*********************************** 93 17. Uncertificated Shares *************************************************************** 94 18. Right to Share Certificates*********************************************************** 94 19. Replacement of Share Certificates***************************************************** 95 20. Execution of Share Certificates ******************************************************* 95 21. Company’s Lien on Shares Not Fully Paid ********************************************* 95 22. Enforcing Lien by Sale ************************************************************* 95 23. Application of Proceeds of Sale ****************************************************** 95 24. Calls **************************************************************************** 96 25. Timing of Calls ******************************************************************* 96 26. Liability of Joint Holders************************************************************ 96 27. Interest Due on Non-Payment ******************************************************** 96 28. Sums Due on Allotment Treated as Calls*********************************************** 96 29. Power to Differentiate ************************************************************** 96 30. Payment of Calls in Advance ******************************************************** 96 31. Notice if Call or Instalment Not Paid************************************************** 97 32. Form of Notice******************************************************************** 97 33. Forfeiture for Non-Compliance with Notice********************************************* 97 34. Notice after Forfeiture ************************************************************** 97 35. Sale of Forfeited Shares************************************************************* 97 36. Arrears to be Paid Notwithstanding Forfeiture******************************************* 97 37. Statutory Declaration as to Forfeiture ************************************************** 97 38. Transfer************************************************************************** 98 39. Execution of Transfer*************************************************************** 98 40. Rights to Decline Registration of Partly Paid Shares************************************** 98 41. Other Rights to Decline Registration ************************************************** 98 42. No Fee for Registration ************************************************************* 99 43. Untraced Shareholders ************************************************************** 99 44. Transmission on Death************************************************************** 99 45. Entry of Transmission in Register***************************************************** 100 46. Election of Person Entitled by Transmission ******************************************** 100 47. Rights of Person Entitled by Transmission********************************************** 100 48. Increase, Consolidation, Sub-Division and Cancellation *********************************** 100 49. Fractions ************************************************************************* 101 50. Reduction of Capital *************************************************************** 101 51. Extraordinary General Meetings ****************************************************** 101 52. Annual General Meetings *********************************************************** 101 53. Convening of Extraordinary General Meetings ****************************************** 101

134 Page 54. Separate General Meetings ********************************************************** 101 55. Length and Form of Notice ********************************************************** 101 56. Meeting in Different Places********************************************************** 102 57. Omission or Non-Receipt of Notice *************************************************** 103 58. Postponement of General Meetings**************************************************** 103 59. Quorum ************************************************************************** 104 60. Procedure if Quorum Not Present***************************************************** 104 61. Security Arrangements************************************************************** 104 62. Chairman of General Meeting ******************************************************** 104 63. Orderly Conduct******************************************************************* 104 64. Entitlement to Attend and Speak of Directors and Others ********************************* 104 65. Adjournments ********************************************************************* 105 66. Notice of Adjournment ************************************************************* 105 67. Amendments to Resolutions ********************************************************* 105 68. Amendments Ruled Out of Order ***************************************************** 105 69. Votes of Members ***************************************************************** 105 70. Method of Voting ****************************************************************** 106 71. Procedure if Poll Demanded ********************************************************* 106 72. When Poll to be Taken ************************************************************* 106 73. Continuance of Other Business after Poll Demand *************************************** 106 74. Votes on a Poll ******************************************************************** 106 75. Casting Vote of Chairman *********************************************************** 107 76. Votes of Joint Holders ************************************************************** 107 77. Voting on behalf of Incapable Member ************************************************ 107 78. No Right to Vote where Sums Overdue on Shares *************************************** 107 79. Objections or Errors in Voting ******************************************************* 107 80. Appointment of Company Representatives ********************************************** 107 81. Appointment of Proxies ************************************************************* 108 82. Receipt of Proxies ***************************************************************** 108 83. Maximum Validity of Proxy ********************************************************* 109 84. Form of Proxy ******************************************************************** 109 85. Rights of a Proxy ****************************************************************** 109 86. Cancellation of Proxy’s Authority***************************************************** 109 87. Headquarters of the Company ******************************************************** 109 88. Number of Directors *************************************************************** 109 89. Age of Directors******************************************************************* 109 90. Directors’ Shareholding Qualiﬁcation ************************************************** 110 91. Power of Company to Elect Directors ************************************************* 110 92. Power of Directors to Appoint Directors *********************************************** 110 93. Identity of Directors to Retire ******************************************************** 110 94. Filling Vacancies ****************************************************************** 110 95. Power of Removal by Special Resolution*********************************************** 110 96. Persons Eligible as Directors********************************************************* 110 97. Position of Retiring Directors ******************************************************** 111 98. Vacation of Ofﬁce by Directors******************************************************* 111 99. Alternate Directors ***************************************************************** 111 100. Executive Directors **************************************************************** 112 101. Directors’ Fees ******************************************************************** 112 102. Additional Remuneration ************************************************************ 112 103. Expenses ************************************************************************* 112 104. Pensions and Gratuities for Directors ************************************************** 112 105. Permitted Interests and Voting******************************************************** 113 106. General Powers of Company Vested in Directors **************************************** 115 107. Borrowing Powers ***************************************************************** 115

135 Page 108. Agents *************************************************************************** 117 109. Delegation to Individual Directors **************************************************** 118 110. Official Seals ********************************************************************* 118 111. Registers ************************************************************************* 118 112. Provision for Employees ************************************************************ 118 113. Directors’ Meetings **************************************************************** 118 114. Notice of Directors’ Meeting********************************************************* 118 115. Quorum ************************************************************************** 119 116. Directors below Minimum through Vacancies ******************************************* 119 117. Appointment of Chairman *********************************************************** 119 118. Competence of Meetings ************************************************************ 119 119. Voting *************************************************************************** 119 120. Delegation to Committees *********************************************************** 119 121. Participation in Meetings by Telephone ************************************************ 120 122. Resolution in Writing*************************************************************** 120 123. Validity of Acts of Directors or Committee ********************************************* 120 124. Appointment and Removal of the Secretary********************************************* 120 125. Use of Seals ********************************************************************** 120 126. Declaration of Dividends by Company************************************************* 120 127. Payment of Interim and Fixed Dividends by Directors ************************************ 121 128. Calculation of Dividends ************************************************************ 121 129. Currency of Dividends ************************************************************** 121 130. Amounts Due on Shares can be Deducted from Dividends ******************************** 121 131. No Interest on Dividends************************************************************ 121 132. Payment Procedure***************************************************************** 121 133. Uncashed Dividends**************************************************************** 122 134. Forfeiture of Unclaimed Dividends **************************************************** 122 135. Dividends Not in Cash************************************************************** 122 136. Scrip Dividends ******************************************************************* 123 137. Power to Capitalise Reserves and Funds *********************************************** 124 138. Settlement of Difficulties in Distribution *********************************************** 125 139. Power to Choose Any Record Date *************************************************** 125 140. Records to be Kept***************************************************************** 125 141. Inspection of Records ************************************************************** 125 142. Summary Financial Statements ******************************************************* 125 143. Service of Notices ***************************************************************** 125 144. Record Date for Service ************************************************************ 125 145. Members Resident Abroad or on Branch Registers *************************************** 126 146. Service of Notices on Persons Entitled by Transmission*********************************** 126 147. When Notice Deemed Served ******************************************************** 126 148. Notice When Post Not Available****************************************************** 127 149. Presumption Where Documents Destroyed********************************************** 127 150. Distribution of Assets Otherwise Than in Cash ****************************************** 127 151. Indemnity of Officers*************************************************************** 128 152. Arbitration************************************************************************ 128 153. Exclusive Jurisdiction*************************************************************** 128 154. General Dispute Resolution Provisions************************************************* 129 GLOSSARY *************************************************************************** 130

136 SCHEDULE 2 TO THE IMPLEMENTATION AGREEMENT

ROYAL DUTCH SHELL PLC CORPORATE GOVERNANCE ARRANGEMENTS

A: CHIEF EXECUTIVE OFFICER (‘‘CEO’’) 1. Appointment, suspension and removal 1.1 The appointment of the CEO is made by the Board as a whole. The appointment process is led by the Nomination and Succession Committee. 1.2 The CEO can be removed by the Board (normally acting through the Chairman) or by shareholder resolution.

2. Chair of the Executive Committee meetings 2.1 The CEO chairs meetings of the Executive Committee and sets its agenda. 2.2 The CEO is responsible for the effective functioning of the Executive Committee and leads the individual Executive Directors and the Executive Committee as a team. 2.3 The CEO will provide the Board through the Chairman with the information needed to evaluate the performance of individual Executive Directors and the Executive Committee as a whole each year; he fulﬁls a leading role in the development of individual Executive Directors.

3. Overall Responsibility 3.1 The CEO bears overall responsibility for the implementation by the Executive Committee of overall strategy agreed by the board, the operational management of Royal Dutch Shell and the business enterprise connected with it. 3.2 The CEO, with the chairman, is responsible for ensuring effective two way communication with shareholders and other stakeholders and for maintaining the corporate reputation of Royal Dutch Shell. In general the CEO will be the chief spokesman for Royal Dutch Shell. 3.3 The CEO determines the assignment of executive roles amongst the Executive Directors, subject to the approval of the Board. Pending consideration by the Board, he may change an Executive Director’s executive role with immediate effect. 3.4 The CEO has oversight responsibility (subject to the views of the Board) for the appointment, proper functioning, and, if necessary, dismissal of individual Executive Directors as employees.

4. Report to Chairman of the Board and to the Board 4.1 The CEO is accountable to the Chairman and to the Board for the performance of the Executive Committee and individual Executive Directors. They are accountable to the CEO and the Board. 4.2 The CEO, with the Chairman, ensures that members of the Board receive accurate, timely and clear information.

5. Directions to Executive Directors The CEO is authorised to give general directions to each individual Executive Director in relation to the exercise of the operational responsibilities assigned to the respective Executive Director.

B: EXECUTIVE MANAGEMENT 1. Executive Committee 1.1 Duties and Authorities The Board delegates the executive management of Royal Dutch Shell to the CEO and, under the CEO’s direction, to the other members of the Executive Committee. Accordingly, the Executive Committee shall be responsible for Royal Dutch Shell’s overall business and affairs and have the ﬁnal authority in all matters of

137 management that are not within the duties and authorities of the Board or of the shareholders’ meeting. It shall implement all Board resolutions and supervise all management levels in Royal Dutch Shell. Without limiting the generality of the foregoing, the Executive Committee’s areas of responsibility shall in particular include (subject to Board or Audit Committee approval, where required): (A) Royal Dutch Shell’s strategic aims, as approved by the Board; and its basic organization, policies, plans and performance, against these strategic aims, and in respect of the values and standards set by the Board, including Royal Dutch Shell’s business principles and policies forming the basis of its culture and identity, and its risk and internal control policies; (B) Royal Dutch Shell’s accounting framework and its ﬁnancial control, planning and disclosure procedures; (C) compliance with Royal Dutch Shell’s lending and borrowing limits, as determined by the Board, and its procedures and approval processes for new investments; (D) the annual operational and capital budget and appraisal, and the consolidated quarterly, half- yearly and annual ﬁnancial statements; (E) acquisitions, divestitures, liquidations, restructurings and other transactions in accordance with established limits, procedures and approval processes; (F) appointment and dismissal of senior executives below the Executive Committee level, and staff development; (G) monitoring of performance against determined goals; and (H) on all matters which are for Board decision or approval, appropriate preparatory and follow-up action.

1.2 Composition The Executive Committee shall consist of: (A) the CEO who shall report directly to the Board; (B) the Chief Financial Ofﬁcer (‘‘CFO’’) and other Executive Directors who shall direct and supervise the major organizational units; the CFO and such other Executive Directors shall report directly to the CEO in such manner as the CEO shall determine, and they shall be accountable both to the CEO and to the Board; (C) such additional members as the Board, in consultation with the CEO, may from time to time determine, and who shall report directly to the CEO.

1.3 Meetings The Executive Committee shall meet as often as business requires. Executive Committee proceedings and decisions shall be recorded in minutes. To this effect, the Executive Committee shall be assisted by a secretary not the Company Secretary, whose role and obligations shall be determined by the Executive Committee. In principle, Executive Committee meetings shall take place in The Netherlands. Exceptionally, on particular occasions, the Executive Committee may meet in other countries. The meetings will be conducted in the English language.

2. Extended Executive Leadership Group The Executive Management shall also comprise an extended executive leadership group, the membership of which may vary over time. Such membership, and the duties and authorities of the members, shall be set forth under the principles of Royal Dutch Shell’s basic organization, as determined by the Executive Committee.

138 C: BOARD 1. Overall role The Board is collectively responsible for the success of Royal Dutch Shell. The Board should meet as often as is necessary to discharge its duties effectively. The Board’s role is to: 1.1 provide entrepreneurial leadership of Royal Dutch Shell within a framework of prudent and effective controls; 1.2 consider and, if appropriate, approve Royal Dutch Shell’s strategic aims and business principles, and review management performance against those aims; and 1.3 set Royal Dutch Shell’s values and standards and ensure that its obligations to its shareholders and others are understood and met.

2. Composition The Board will comprise: 2.1 up to 10 non-executive directors, including the Chairman and Deputy Chairman, with appropriate business and professional experience, including at least one ﬁnance expert and one with oil industry experience and together having a suitable balance geographically and by gender; and 2.2 the CEO, the CFO and up to 3 other executive directors. In addition to the Chairman and the Deputy Chairman, the number of other non-executive Directors shall at all times exceed the number of executive Directors, including the CEO and CFO.

3. Appointments It is agreed that, in respect of all board appointments, the governing principle shall be the choice of the best person for the job, irrespective of nationality. The Nomination and Succession Committee shall have due regard to the international nature of the Company and to its Dutch/British heritage.

4. Annual Review Responsibilities The Board will annually: 4.1 review its own performance and that of its committees and individual directors; and 4.2 review Royal Dutch Shell’s system of internal controls.

5. Roles and Responsibilities of Non-executive Directors 5.1 Non-executive directors should: (A) constructively challenge and help develop proposals on strategy; (B) scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance; (C) satisfy themselves on the integrity of ﬁnancial information and that ﬁnancial controls and systems of risk management are robust and defensible; (D) be responsible for determining appropriate levels of remuneration of executive directors; (E) appoint and where necessary remove, executive directors, and plan succession; and (F) keep Royal Dutch Shell’s business principles under review. 5.2 Non-executive directors should also meet: (A) at least annually without the Chairman being present, to review the performance of the Chairman; and

139 (B) routinely without the executive directors being present, to discuss, among other things, corporate strategy, Royal Dutch Shell’s system of internal controls and the performance of individual directors.

6. Committees of the Board 6.1 The Board shall establish from among the Non-Executive Directors: an Audit Committee, a Nomination and Succession Committee, a Remuneration Committee and a Social Responsibility Committee. 6.2 The Chairman of the Board will be the Chairman of the Nomination and Succession Committee. The Board will appoint other Committee Chairmen from among their members. 6.3 Committees shall comprise at least three Directors. 6.4 Any Non-Executive Director shall be entitled to attend any Committee of which he is not a member (other than the Executive Committee). 6.5 A Committee Chairman may invite the CEO or other Executive Director to attend any meeting of that Committee when appropriate. 6.6 The Audit, Remuneration, and Nomination and Succession Committees will comprise Non-Executive Directors exclusively. 6.7 The Chairman of the Board will not be a member of either the Audit Committee or the Remuneration Committee. 7. Meetings 7.1 In principle, Board and Board Committee meetings shall take place in the Netherlands. Exceptionally, on particular occasions, the meetings may be held in other countries. 7.2 Meetings will be conducted in the English language. 7.3 The Company Secretary shall be The Secretary of the Board.

D: BOARD CHAIRMAN The Chairman is responsible for the leadership of the Board. 1. Appointment 1.1 The appointment of its Chairman is made by the Board as a whole. The process is led by the Nomination and Succession Committee. 1.2 The Chairman shall not be a former member of the Executive Committee. 2. The Chairman is responsible for ensuring that the Board and its Committees function effectively. With the CEO, he shall ensure that members of the Board receive accurate, timely and clear information. To this end the Chairman of the Board shall see to it that: 2.1 there is an adequate induction and training programme that all directors follow; 2.2 the development needs of individual directors are identiﬁed and met; 2.3 all Directors receive in good time all information which is necessary for the proper performance of their duties and have sufﬁcient time to take decisions; 2.4 the performance of the CEO, the other Executive Directors and Non-Executive Directors is assessed at least once a year; 2.5 the Board elects a Deputy Chairman; 2.6 the Board has proper contact with the CEO and the Executive Committee. 3. The Chairman will from time to time convene meetings of the Non-Executive Directors without the Executive Directors present.

140 4. The Chairman shall ensure the orderly and efﬁcient conduct of General Meetings of Shareholders of Royal Dutch Shell. 5. The Chairman, with the CEO, is responsible for ensuring effective two-way communication with shareholders and other stakeholders and maintaining the corporate reputation of Royal Dutch Shell.

E: DEPUTY CHAIRMAN 1. The Non-Executive Directors shall choose a Deputy Chairman from among their number. 2. The Deputy Chairman will: 2.1 chair meetings of shareholders or the Board in the absence of the Chairman; 2.2 provide such assistance to the Chairman and the CEO as they may require; 2.3 facilitate the self-evaluation of the Board, and its Committees and its evaluation of the Chairman; and 2.4 fulﬁl the other functions of ‘‘Senior Independent Director’’. 3. The Deputy Chairman shall not be a former member of the Executive Committee.

141 ANNEX 2 DUTCH LANGUAGE SUMMARY

NEDERLANDSE SAMENVATTING Deze samenvatting maakt deel uit van het Biedingsbericht, maar vervangt dit niet. De lezer wordt er uitdrukkelijk op gewezen dat deze samenvatting niet volledig is en niet alle informatie bevat die van belang is om een afgewogen oordeel over het Bod te vormen. Het lezen van deze samenvatting dient derhalve niet te worden beschouwd als alternatief voor het lezen van het volledige Biedingsbericht en de Listing Particulars (inclusief alle documenten die daarin door middel van verwijzing zijn opgenomen) met betrekking tot Royal Dutch Shell. Indien de Nederlandse terminologie afwijkt van de Engelse terminologie, gebruikt in het Biedingsbericht en de Listing Particulars (inclusief alle documenten die daarin door middel van verwijzing zijn opgenomen) prevaleert de Engelse terminologie. Het Biedingsbericht is slechts gericht aan houders van Toonderaandelen Koninklijke en Den Haag Aandelen Koninklijke die niet in de Verenigde Staten verblijven. Houders van Toonderaandelen Koninklijke en Den Haag Aandelen Koninklijke die in de Verenigde Staten verblijven alsmede houders van New York Aandelen Koninklijke worden verwezen naar het US Prospectus dat kan worden verkregen van JPMorgan Chase Bank N.A. (zie Hoofdstuk 16 van het Biedingsbericht voor contactgegevens) Houders van Toonderaandelen Koninklijke en Den Haag Aandelen Koninklijke aan wie het Biedingsbericht is gericht wordt geadviseerd om het Biedingsbericht en de Listing Particulars (inclusief de documenten die daarin door middel van verwijzing zijn opgenomen) zorgvuldig en volledig te bestuderen en zo nodig onafhankelijk advies in te winnen teneinde een evenwichtig oordeel te kunnen vormen over het Bod en de aanbieding en notering van de ‘‘A’’ Aandelen. Bij hun beslissing om hun Aandelen Koninklijke al dan niet aan te melden dienen de houders van Aandelen Koninklijke enkel uit te gaan van de informatie in of door middel van verwijzing opgenomen in de Biedingsdocumenten. Royal Dutch Shell heeft geen enkele persoon gemachtigd om houders van Aandelen Koninklijke informatie te verschaffen welke anders is dan, of aanvullend is op, de informatie die (door middel van verwijzing) is opgenomen in de Biedingsdocumenten. De verspreiding van het Biedingsbericht alsmede van andere documentatie met betrekking tot het Bod in andere jurisdicties dan Nederland en Engeland, alsmede het uitbrengen van het Bod in andere jurisdicties dan Nederland, de Verenigde Staten en Engeland kunnen aan wettelijke restricties onderhevig zijn. Personen die het Biedingsbericht in hun bezit krijgen, dienen zich daarom te (laten) informeren over dergelijke beperkingen en deze te respecteren. Het niet eerbiedigen van dergelijke restricties kan een overtreding van de effectenwetgeving van de desbetreffende jurisdictie opleveren. De Koninklijke, Shell Transport, Royal Dutch Shell en hun adviseurs nemen geen verantwoordelijkheid op zich ten aanzien van overtredingen van dergelijke restricties door wie dan ook. Voor de toepasselijke beperkingen wordt verwezen naar paragraaf 1.2 van Hoofdstuk 1 van het Biedingsbericht.

1. Nederlandse deﬁnities De woorden en uitdrukkingen die in deze Nederlandse samenvatting met een hoofdletter zijn geschreven, hebben de volgende betekenis met dien verstande dat verwijzingen naar Toonderaandelen Koninklijke of Aandelen Royal Dutch Shell, indien de desbetreffende aandelen worden gehouden door Euroclear Nederland in diens hoedanigheid van centraal instituut onder de Wet giraal effectenverkeer en indien de context dit toelaat, tevens verwijzingen inhouden naar belangen in dergelijke aandelen die door andere personen worden gehouden in overeenstemming met de Wet giraal effectenverkeer: ‘‘A’’ Aandelen Gewone aandelen, klasse ‘‘A’’, in het kapitaal van Royal Dutch Shell met een nominale waarde van 40,07 elk en met de daaraan verbonden rechten zoals beschreven in de Royal Dutch Shell Statuten en die worden aangeboden onder het Bod ‘‘A’’ ADRs ‘‘A’’ American depositary receipts, die elk twee ‘‘A’’ Aandelen vertegenwoordigen Aandelen Koninklijke De Toonderaandelen Koninklijke, de Den Haag Aandelen Koninklijke en de New York Aandelen Koninklijke

142 Aandelen Royal Dutch Shell ‘‘A’’ Aandelen en ‘‘B’’ Aandelen Aangesloten Instellingen De instellingen die als aangesloten instelling van Euroclear Nederland namens hun cliënten, via Euroclear Nederland, Toonderaandelen Konink- lijke of, na de Leveringsdag, Aandelen Royal Dutch Shell, houden of, voor zover de context dat toelaat, die via een instelling die een aangesloten instelling van Euroclear Nederland is namens hun cliënten Toonderaan- delen Koninklijke en/of, na de Leveringsdag, Aandelen Royal Dutch Shell, houden Aanmeldingstermijn De periode waarin houders van Aandelen Koninklijke hun Aandelen Koninklijke kunnen aanbieden, beginnend op 20 mei 2005 en eindigend op 18 juli 2005 om 23.00 uur Nederlandse tijd, behoudens verlenging ABN AMRO ABN AMRO Bank N.V., een naamloze vennootschap naar Nederlands recht AFM Autoriteit Financiële Markten ANT N.V. Algemeen Nederlands Trustkantoor ANT AVA Algemene vergadering van aandeelhouders ‘‘B’’ Aandelen Gewone aandelen, klasse ‘‘B’’, in het kapitaal van Royal Dutch Shell met een nominale waarde van 40,07 elk en met de daaraan verbonden rechten zoals beschreven in de Royal Dutch Shell Statuten en waarvan wordt voorgesteld die uit te geven onder het Scheme ‘‘B’’ ADRs ‘‘B’’ American depositary receipts, die elk twee ‘‘B’’ Aandelen vertegenwoordigen behoudens verlenging Verlenging in overeenstemming met artikel 9o lid 5 Bte 1995 en met effectenwet- en regelgeving van de Verenigde Staten Biedingsbericht Het biedingsbericht van 19 mei 2005 en alle documenten die daarin door middel van verwijzing (‘‘incorporation by reference’’) zijn opgenomen waarmee Royal Dutch Shell het Bod richt aan alle houders van Toonder- aandelen Koninklijke en Den Haag Aandelen Koninklijke die zich niet in de Verenigde Staten bevinden Biedingsdocumenten Het Biedingsbericht en het US Prospectus Bod Het openbaar ruilbod door Royal Dutch Shell op alle Aandelen Konink- lijke, onder de voorwaarden uiteengezet in de Biedingsdocumenten Bte 1995 Het Besluit toezicht effectenverkeer 1995 Companies Act De Companies Act of England and Wales 1985, zoals van tijd tot tijd gewijzigd Court Meeting De vergadering van houders van Gewone Aandelen Shell Transport en Shell Transport Bearer Warrants, bijeengeroepen op instructie van het High Court krachtens artikel 425 van de Companies Act, of een verdaging van deze vergadering Dag van Gestanddoening De dag waarop het Bod door Royal Dutch Shell wordt gestand gedaan, naar verwachting 20 juli 2005 Den Haag Aandelen Koninklijke De gewone aandelen op naam in het kapitaal van de Koninklijke, met een nominale waarde van 40,56 elk en geregistreerd in het aandeelhouders- register in Den Haag Directie van de Koninklijke Het statutair bestuur van de Koninklijke 4 Euro, de munteenheid van de Europese Monetaire Unie

143 Effectieve Datum De datum waarop het Scheme in overeenstemming met de voorwaarden daarvan in werking treedt door registratie van het Gerechtelijk Bevel door de Registrar of Companies in England and Wales, naar verwachting 20 juli 2005 Euroclear Nederland Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V., aan- gewezen als centraal instituut zoals bedoeld in de Wet giraal effectenverkeer Euronext Amsterdam Afhankelijk van de context, Euronext Amsterdam N.V. of Eurolist by Euronext Amsterdam Euronext Amsterdam Handelsdag Elke dag waarop Euronext Amsterdam is geopend voor handel Gerechtelijk Bevel Het bevel (order) van het High Court waarin het Scheme wordt bekrachtigd Gewone Aandelen Shell Transport Gewone aandelen, elk van 25 pence, in het kapitaal van Shell Transport Handelsdag Iedere dag waarop banken in het algemeen zijn geopend voor zakelijke transacties in Londen, Amsterdam en New York, uitgezonderd een zaterdag, zondag of een ofﬁci¨ele feestdag. High Court Het High Court of Justice van Engeland en Wales Hoorzitting De hoorzitting van het High Court ter bekrachtiging van het Scheme Implementation Agreement De overeenkomst van 18 mei 2005 tussen Royal Dutch Shell, de Konink- lijke en Shell Transport, waarvan een samenvatting is opgenomen in paragraaf 5.7 van Deel 5 van het Biedingsbericht en waarvan de volledige tekst is opgenomen in Annex 1 van het Biedingsbericht Jaarlijkse AVA van de Koninklijke Jaarlijkse algemene vergadering van aandeelhouders van de Koninklijke van 2005, die naar verwachting op 28 juni 2005 zal plaatsvinden de Koninklijke N.V. Koninklijke Nederlandsche Petroleum Maatschappij (Royal Dutch Petroleum Company), een naamloze vennootschap gevestigd in Nederland aan de Carel van Bylandtlaan 30, 2596 HR Den Haag (ingeschreven in het handelsregister van de Kamer van Koophandel Haaglanden onder nummer 27002690) met statutaire zetel te Den Haag Koninklijke/Shell Groep De ondernemingen (anders dan Royal Dutch Shell) waarover de Konink- lijke en Shell Transport tezamen of afzonderlijk, direct of indirect, zeggenschap uitoefenen hetzij (i) door middel van een meerderheid van de stemrechten hetzij (ii) door middel van het recht om (x) een controlerende invloed uit te oefenen of (y) een meerderheid van de baten te verkrijgen en blootgesteld te zijn aan de meerderheid van de risico’s £ UK pounds sterling Leveringsdatum De datum waarop de ‘‘A’’ Aandelen naar verwachting geleverd zullen worden aan houders van Aandelen Koninklijke die hun Aandelen Konink- lijke onder het Bod hebben aangemeld en welke datum, onder voorwaarde van bekrachtiging van het Scheme door het High Court, naar verwachting 25 juli 2005 zal zijn Listing Particulars De listing particulars van 19 mei 2005, houdende listing particulars en een prospectus met betrekking tot Royal Dutch Shell ter verkrijging van een beursnotering van de Aandelen Royal Dutch Shell aan, respectievelijk, de London Stock Exchange en Euronext Amsterdam en die, indien door de UK Listing Authority en de AFM op of omstreeks 1 juli 2005 aldus beschouwd, eveneens een document zal vormen gelijk aan een prospectus met het oog op naleving van artikelen 4(2)c en 4(2)d van Richtlijn 2003/71/EG betreffende het prospectus dat gepubliceerd moet worden wanneer effecten aan het publiek worden aangeboden of tot de handel worden toegelaten

144 London Stock Exchange London Stock Exchange plc of haar rechtsopvolger(s) Na-Aanmeldingstermijn De eventuele periode na de Dag van Gestanddoening, waarin houders van Aandelen Koninklijke die hun Aandelen Koninklijke niet tijdens de Aan- meldingstermijn hebben aangemeld, de kans wordt gegeven dit alsnog te doen, op de wijze en onder de voorwaarden als in het Biedingsbericht beschreven, welke eventuele periode naar verwachting zal lopen vanaf 20 juli tot en met 9 augustus 2005 New York Aandelen Koninklijke De gewone aandelen op naam in het kapitaal van de Koninklijke, met een nominale waarde van 40,56 elk en geregistreerd in het aandeelhouders- register in New York NYSE of New York Stock Exchange New York Stock Exchange, Inc Ofﬁcial List De ofﬁcial list van de UK Listing Authority Prioriteitsaandelen Koninklijke Prioriteitsaandelen in het kapitaal van de Koninklijke met een nominale waarde van 4448 elk Raad van Commissarissen Raad van commissarissen van de Koninklijke RDS Corporate Nominee Lloyds TSB Bank plc met adres te 25 Gresham Street, London EC2V 7HN, Verenigd Koninkrijk, of, waar relevant, haar nominee, Lloyds TSB Registrars Corporate Nominee Limited met adres The Causeway, Worthing, West Sussex BN99 6DA, Verenigd Koninkrijk RDS Groep Royal Dutch Shell, haar dochtermaatschappijen en dochterondernemingen na de Transactie Royal Dutch Shell Royal Dutch Shell plc, een vennootschap opgericht naar het recht van Engeland en Wales (company number 04366849), gevestigd te Shell Centre, London, SE17NA, Verenigd Koninkrijk, en met het hoofdkantoor aan de Carel van Bylandtlaan, 2596 HR Den Haag (ingeschreven in het handelsregister van de Kamer van Koophandel Haaglanden onder nummer 34179503) Royal Dutch Shell ADRs De ‘‘A’’ ADRs en de ‘‘B’’ ADRs Royal Dutch Shell Nominee Service De corporate nominee service die door de RDS Corporate Nominee wordt aangeboden aan houders van Aandelen Royal Dutch Shell Royal Dutch Shell Statuten De statuten (articles of association) van Royal Dutch Shell, vastgesteld op 17 mei 2005 Scheme Het voorgestelde scheme of arrangement op grond van artikel 425 van de Companies Act tussen Shell Transport en de houders van Gewone Aan- delen Shell Transport en houders van Shell Transport Bearer Warrants, zoals beschreven in de Shell Transport scheme documents, in de huidige vorm of met inachtneming van enige wijziging, toevoeging of voorwaarde die is goedgekeurd of opgelegd door het High Court Scheme Voorwaarde Voorwaarde (i) van het Bod, zijnde de bekrachting (met of zonder wijziging) van het Scheme door het High Court en de registratie van het Gerechtelijk Bevel door de registrar of companies in England and Wales zoals nader beschreven in paragraaf 7 hierna SEC De Securities and Exchange Commission van de Verenigde Staten Shell Transport The ‘‘Shell’’ Transport and Trading Company, p.l.c., een vennootschap opgericht naar het recht van Engeland en Wales met registratienummer

145 54485 en met statutaire zetel te Shell Centre, London SE1 7NA, Verenigd Koninkrijk Shell Transport ADRs Shell Transport American depositary receipts die elk zes Gewone Aan- delen Shell Transport vertegenwoordigen Shell Transport Bearer Warrants De bearer warrants uitgegeven door Shell Transport die de houders recht geven op Gewone Aandelen Shell Transport in overeenstemming met de voorwaarden van de bearer warrants Shell Transport Board De board of directors van Shell Transport Sluitingsdatum 18 juli 2005, zijnde de laatste Euronext Amsterdam Handelsdag van de Aanmeldingstermijn, behoudens verlenging Statuten van de Koninklijke De statuten van de Koninklijke van 31 mei 2002 Toonderaandelen Koninklijke Gewone aandelen in het kapitaal van de Koninklijke met een nominale waarde van 40.56 elk, die worden gehouden hetzij via het girale systeem van Euroclear Nederland in diens hoedanigheid van centraal instituut onder de Wet giraal effectenverkeer, hetzij in de vorm van aandeelbewijzen aan toonder voorzien van afzonderlijke dividend coupons (K-stukken) Transactie De voorgestelde transactie als gevolg waarvan Royal Dutch Shell, door middel van het Bod en het Scheme, de houdstermaatschappij van de Koninklijke en Shell Transport zal worden UK Listing Authority De UK Financial Services Authority, handelend in haar hoedanigheid van bevoegde autoriteit in de zin van Part VI van de UK Financial Services and Markets Act 2000 UK Listing Rules De listing rules van de UK Listing Authority, zoals gewijzigd van tijd tot tijd US Business Day Elke dag, anders dan een zaterdag, zondag of een federale feestdag in de Verenigde Staten, bestaand uit de tijdsperiode van 00.01 uur tot en met 24.00 uur New York City tijd (E.S.T.) US Prospectus Het prospectus van 19 mei 2005, dat deel uitmaakt van de US Registration Statement en is gericht aan alle houders van New York Aandelen Konin- klijke en houders van Toonderaandelen Koninklijke en Den Haag Aandelen Koninklijke die in de Verenigde Staten verblijven US Registration Statement Het registration statement op Form-F4 van 19 mei 2005, onder meer bevattende het US Prospectus en alle documenten die daarin door middel van verwijzing zijn opgenomen US Securities Act De US Securities Act of 1933, zoals gewijzigd van tijd tot tijd, en de regels en reglementen daaronder uitgevaardigd Verenigd Koninkrijk of UK Het Verenigd Koninkrijk van Groot-Brittanni¨e en Noord-Ierland Verenigde Staten of US De Verenigde Staten van Amerika, haar gebiedsdelen en bezittingen en elke staat van de Verenigde Staten en het District of Columbia Wte 1995 Wet toezicht effectenverkeer 1995 Zittingsdatum De datum waarop de Hoorzitting plaatsvindt

2. Uitnodiging aan de houders van Aandelen Koninklijke Onder verwijzing naar de verklaringen, restricties en voorwaarden zoals opgenomen in het Biedingsbericht nodigt Royal Dutch Shell de houders van Toonderaandelen Koninklijke en Den Haag Aandelen Koninklijke die niet in de Verenigde Staten verblijven, uit om hun Toonderaandelen Koninklijke en Den Haag Aandelen Koninklijke aan te bieden en te leveren op de wijze zoals in het Biedingsbericht beschreven. Houders van

146 Toonderaandelen Koninklijke en Den Haag Aandelen Koninklijke die in de Verenigde Staten verblijven alsmede houders van New York Aandelen Koninklijke, die naar aanleiding van het Bod hun Aandelen Koninklijke willen aanbieden, worden verwezen naar het onderdeel ‘‘The Offer’’ in het US Prospectus voor een beschrijving van de wijze van aanmelding en levering van dergelijke aandelen.

3. De Transactie De Directie en de Raad van Commissarissen van de Koninklijke alsmede de Shell Transport Board hebben op 28 oktober 2004 medegedeeld dat zij unaniem hadden besloten, in beginsel, om aan hun aandeelhouders de samenvoeging voor te stellen van de Koninklijke en Shell Transport onder e´én moedermaatschappij, Royal Dutch Shell, een vennootschap opgericht naar het recht van Engeland en Wales met hoofdkantoor in Nederland alsmede gevestigd in Nederland voor doeleinden van Nederlandse en Britse belastingheffing. Royal Dutch Shell heeft een enkelvoudig bestuur (‘‘single tier board of directors’’), met een non-executive voorzitter, Aad Jacobs. Het dagelijks bestuur zal worden geleid door e´én Chief Executive, Jeroen van der Veer. Voor Na

(1) Aandeelhouders Aandeelhouders Aandeelhouders

De Koninklijke Shell Transport Royal Dutch Shell en haar dochtermaatschappijen en dochterondernemingen (de RDS Groep)

Koninklijke/Shell Groep

(1) Uitgaande van een volledige aanvaarding van het Bod, zullen voormalige houders van Aandelen Koninklijke 60 procent van het geplaatste gewone aandelenkapitaal in Royal Dutch Shell houden en voormalige houders van Gewone Aandelen Shell Transport en houders van Shell Transport Bearer Warrants 40 procent. Royal Dutch Shell zal twee verschillende klassen gewone aandelen hebben, te weten ‘‘A’’ Aandelen en ‘‘B’’ Aandelen. Met uitzondering van houders van New York Aandelen Koninklijke, aan wie ‘‘A’’ ADRs worden aangeboden, worden houders van Aandelen Koninklijke onder het Bod ‘‘A’’ Aandelen aangeboden. Houders van Gewone Aandelen Shell Transport en houders van Shell Transport Bearer Warrants worden onder het Scheme ‘‘B’’ Aandelen aangeboden en houders van Shell Transport ADRs worden ‘‘B’’ ADRs aangeboden.

4. De ruilverhoudingen Onder de voorwaarden van de Transactie zullen houders van Aandelen Koninklijke, houders van Gewone Aandelen Shell Transport, houders van Shell Transport Bearer Warrants en houders van Shell Transport ADRs respectievelijk ontvangen: voor elk aangemeld Toonderaandeel Koninklijke en voor elk aangemeld Den Haag Aandeel Koninklijke: *************** 2 ‘‘A’’ Aandelen voor elk aangemeld New York Aandeel Koninklijke:********** 1 ‘‘A’’ ADR voor elk Gewone Aandeel Shell Transport (daaronder begrepen Gewone Aandelen Shell Transport waartoe houders van Shell Transport Bearer Warrants gerechtigd zijn): *************** 0,287333066 ‘‘B’’ Aandeel voor elke Shell Transport ADR: ************************** 0,861999198 ‘‘B’’ ADR De ruilverhoudingen zijn zodanig berekend dat, uitgaande van een volledige aanvaarding van het Bod, de ‘‘A’’ Aandelen 60 procent van het geplaatste gewone aandelenkapitaal van Royal Dutch Shell zullen vertegenwoordigen en de ‘‘B’’ Aandelen 40 procent.

147 Het Bod is onderworpen aan bepaalde voorwaarden en beperkingen (zie paragraaf 1.2 van Hoofdstuk 1, paragraaf 5.8 van Hoofdstuk 5 en Hoofdstuk 12 van het Biedingsbericht).

5. Implementatie De Transactie zal worden uitgevoerd in overeenstemming met de Implementation Agreement, die is samengevat in paragraaf 5.7 van Hoofdstuk 5 van het Biedingsbericht. De Transactie kan slechts worden voltooid indien (i) alle voorwaarden van het Bod en (ii) alle voorwaarden van het Scheme(1) zijn vervuld of, voor zover dit is toegestaan onder het toepasselijke recht en de Implementation Agreement, daarvan afstand is gedaan. Shell Transport heeft zich voorts verplicht het Scheme niet voort te zetten en dit in te trekken in het geval dat voorafgaand aan de Zittingsdatum de Implementation Agreement in overeenstemming met haar voorwaarden is be¨eindigd.

6. Aanbeveling van de Directie en de Raad van Commissarissen van de Koninklijke De Directie en de Raad van Commissarissen van de Koninklijke bevelen unaniem aan dat houders van Aandelen Koninklijke het Bod aanvaarden. Zie ook Hoofdstuk 10 van het Biedingsbericht.

7. Voorwaarden Wanneer de voorwaarden van het Bod en het Scheme zijn vervuld of, voorzover toegestaan, hiervan afstand is gedaan, zal de Transactie geëffectueerd worden wanneer het Gerechtelijk Bevel wordt ingeschreven door de Registrar of Companies in England and Wales, hetgeen naar verwachting en afhankelijk van de goedkeuring van het Scheme door het High Court zal plaatsvinden op 20 juli 2005. Alle voorwaarden van het Bod behalve de Scheme Voorwaarde hieronder vermeld in bepaling (i) dienen te zijn vervuld, of daarvan dient afstand te zijn gedaan op of voor de Sluitingsdatum (alhoewel het mogelijk pas onmiddellijk na de Sluitingsdatum mogelijk is om vast te stellen of voorwaarde (a) is vervuld). Om zorg te dragen voor een gelijktijdige voltooiing van het Bod en het Scheme zal de Scheme Voorwaarde tot maximaal 5 Euronext Amsterdam Handelsdagen na het verstrijken van de Aanmeldingstermijn in stand blijven (behoudens verlenging van de Aanmeldingstermijn). Tenzij het Scheme niet later dan 31 december 2005 of een door Royal Dutch Shell, Shell Transport en de Koninklijke nader overeen te komen en door het High Court toegestane datum van kracht wordt, zal het Scheme niet van kracht worden en zal de Transactie niet plaatsvinden. Het Bod zal gestand worden gedaan indien aan de volgende voorwaarden is voldaan, of, voor zover dit is toegestaan onder het toepasselijke recht en de Implementation Agreement, daarvan afstand is gedaan. Het Bod wordt gedaan onder de voorwaarden dat: (a) het aantal Aandelen Koninklijke dat voor het verstrijken van de Aanmeldingstermijn onder het Bod is aangemeld en niet is ingetrokken, minimaal 95 procent vertegenwoordigt van het op dat moment geplaatste en uitstaande aandelenkapitaal van de Koninklijke; (b) de ‘‘A’’ Aandelen en de ‘‘B’’ Aandelen zijn toegelaten tot de notering aan Euronext Amsterdam onder voorwaarde dat het Bod gestand wordt gedaan; (c) de ‘‘A’’ Aandelen en de ‘‘B’’ Aandelen zijn toegelaten tot de Official List in overeenstemming met de UK Listing Rules, of (indien Royal Dutch Shell en Shell Transport daartoe besluiten en afhankelijk van goedkeuring door het UK Panel on Takeovers and Mergers) de UK Listing Authority haar instemming heeft gegeven aan, of een bevestiging heeft gegeven van haar beslissing om de ‘‘A’’ Aandelen en ‘‘B’’ Aandelen toe te laten tot de Official List, en de London Stock Exchange ermee heeft ingestemd om de ‘‘A’’ Aandelen en de ‘‘B’’ Aandelen toe te laten tot de handel, slechts op voorwaarde(n) dat (a) het juiste aantal euro deferred shares van Royal Dutch Shell in ‘‘A’’ Aandelen wordt omgezet, (b) de ‘‘B’’ Aandelen worden toegewezen (allotment) en/of (c) het Scheme in alle opzichten onvoorwaardelijk wordt; (d) de New York Stock Exchange haar goedkeuring heeft gegeven aan de notering van de Royal Dutch Shell ADRs die zullen worden uitgegeven in verband met de Transactie, onder de voorwaarde van een officiële mededeling van uitgifte;

(1) Zie Annex 4 bij het Biedingsbericht voor een beschrijving van de voorwaarden verbonden aan het Scheme.

148 (e) voor het verstrijken van de Aanmeldingstermijn geen bericht is ontvangen van de AFM dat het Bod is uitgebracht in strijd met Hoofdstuk IIA van de Wte 1995, in welk geval het de Aangesloten Instellingen krachtens artikel 32a van de Bte 1995 niet zou zijn toegestaan om mee te werken aan de uitvoering en afwikkeling van het Bod; (f) voor het verstrijken van de Aanmeldingstermijn de Jaarlijkse AVA van de Koninklijke is gehouden in overeenstemming met Nederlands recht teneinde de houders van Aandelen Koninklijke voor te lichten over het Bod en de Jaarlijkse AVA van de Koninklijke het sluiten van de Implementation Agreement door de Koninklijke heeft goedgekeurd; (g) alle noodzakelijke meldingen of aanvragen in verband met de Transactie zijn gedaan en in elke jurisdictie alle wetten en regels in verband met de Transactie zijn nageleefd, met uitzondering van de voorwaarden beschreven in paragraaf 7(h) van deze Nederlandse samenvatting; (h) de US Registration Statement met betrekking tot de ‘‘A’’ Aandelen en de registration statements on Form F-6 met betrekking tot de Royal Dutch Shell ADRs in werking zijn getreden in overeenstemming met de bepalingen van de US Securities Act, de SEC geen stop order heeft uitgevaardigd die de werking van de US Registration Statement of de registration statements on Form F-6 opschort en de SEC geen procedure met het oog daarop heeft ingesteld of daarmee heeft gedreigd en deze niet heeft be¨eindigd of ingetrokken; en (i) het Scheme (met of zonder wijziging) is bekrachtigd door het High Court en het Gerechtelijk Bevel is ingeschreven door de Registrar of Companies in England and Wales. Van voorwaarden (e), (h) en (i) kan geen afstand worden gedaan. Van de overige voorwaarden kan afstand worden gedaan door Royal Dutch Shell. Royal Dutch Shell heeft zich in de Implementation Agreement verplicht om geen afstand te doen van de voorwaarden van het Bod, noch te bepalen of deze voorwaarden zijn vervuld, zonder voorafgaande schriftelijke toestemming van de Koninklijke en Shell Transport.

8. Restricties Het Bod wordt uitgebracht met inachtneming van de verklaringen, voorwaarden en restricties die zijn opgenomen in het Biedingsbericht en het US Prospectus. Royal Dutch Shell behoudt zich het recht voor om een aanmelding onder het Bod die wordt gedaan door of namens een houder van Aandelen Koninklijke, te aanvaarden, zelfs wanneer deze niet is gedaan op de wijze zoals uiteengezet in de Biedingsdocumenten.

9. De Aanmeldingstermijn De Aanmeldingstermijn vangt aan op 20 mei 2005 en verstrijkt, behoudens verlenging, op 18 juli 2005, om 23.00 Nederlandse tijd (17.00 New York City tijd). Afhankelijk van de vervulling of, voorzover toegestaan, afstand van alle voorwaarden van het Bod behalve de Scheme Voorwaarde zal Royal Dutch Shell naar verwachting op of onmiddellijk voorafgaand aan de Zittingsdatum een openbare mededeling doen dat het Bod gestand wordt gedaan, onder voorbehoud van en onmiddellijk na vervulling van de Scheme Voorwaarde, in welk geval het Bod daarna automatisch gestand zal worden gedaan op het moment van inschrijving van het Gerechtelijk Bevel door de Registrar of Companies in England and Wales. Royal Dutch Shell zal naar verwachting zo spoedig mogelijk na de automatische gestanddoening van het Bod een openbare mededeling doen om deze gestanddoening te bevestigen. Een dergelijke mededeling zal naar verwachting worden gedaan op 20 juli 2005, behoudens verlenging van de Aanmeldingstermijn.

10. De Na-Aanmeldingstermijn Royal Dutch Shell behoudt zich het recht voor om een Na-Aanmeldingstermijn aan te kondigen van maximaal 15 Euronext Amsterdam Handelsdagen, maar in geen geval langer dan 20 US Business Days. Op dit moment wordt verwacht dat als Royal Dutch Shell zal beslissen om een Na-Aanmeldingstermijn aan te bieden, dit zal worden medegedeeld op of omstreeks de Dag van Gestanddoening. Een Na-Aanmeldingstermijn is een extra periode, volgend op het verstrijken van de (al dan niet verlengde) Aanmeldingstermijn, gedurende welke de houders van Aandelen Koninklijke hun Aandelen Koninklijke die zij nog niet hadden aangemeld tijdens de Aanmeldingstermijn alsnog kunnen aanmelden. Aandelen Koninklijke die gedurende de Na-Aanmeldingstermijn

149 zijn aangemeld kunnen niet meer worden ingetrokken. De Aandelen Koninklijke die worden aangemeld tijdens de Na-Aanmeldingstermijn worden onmiddellijk geaccepteerd door Royal Dutch Shell.

11. Aanmelding

Houders van Toonderaandelen Koninklijke die hun Toonderaandelen Koninklijke houden via een bank of commissionair dienen hun aanvaarding van het Bod bekend te maken aan ABN AMRO via hun respectieve bank of commissionair in de periode van 20 mei 2005 tot 18 juli 2005, 23.00 uur Nederlandse tijd (17.00 uur New York City tijd), tenzij de Aanmeldingstermijn wordt verlengd. De bank of commissionair kan een kortere termijn voor aanmelding door houders van Toonderaandelen Koninklijke bepalen om ervoor te zorgen dat de bank of commissionair de aanmelding tijdig aan ABN AMRO bekend kan maken.

Houders van Den Haag Aandelen Koninklijke zullen een aanmeldingsformulier ontvangen om hun aanvaarding van het Bod bekend te maken. Het aanmeldingsformulier dient te worden ingevuld, ondertekend en per aangetekende post teruggestuurd opdat dit ANT, Postbus 11063, 1001 GB Amsterdam, niet later dan om 23.00 uur Nederlandse tijd (17.00 uur New York City tijd) op 18 juli 2005 bereikt, tenzij de Aanmeldingstermijn wordt verlengd. Het ondertekende aanmeldingsformulier zal de wettelijk vereiste overdrachtsakte vormen.

Houders van Toonderaandelen Koninklijke gehouden in de vorm van reeds uitgegeven aandeelbewijzen aan toonder voorzien van afzonderlijke dividend coupons (K-stukken) dienen er rekening mee te houden dat deze aandeelbewijzen zijn afgeschaft in overeenstemming met de Statuten van de Koninklijke. Indien dergelijke houders dergelijke Toonderaandelen Koninklijke willen aanmelden, dienen zij hun aanvaarding van het Bod kenbaar te maken door hun aandeelbewijzen via hun bank of commissionair aan ABN AMRO over te dragen in de periode van 20 mei 2005 tot 18 juli 2005, 23.00 uur Nederlandse tijd (17.00 uur New York City tijd), tenzij de Aanmeldingstermijn is verlengd. De bank of commissionair kan een kortere termijn voor aanmelding door houders van Toonderaandelen Koninklijke bepalen om ervoor te zorgen dat de bank of commissionair de aanmelding tijdig aan ABN AMRO bekend kan maken.

Aangesloten Instellingen kunnen het Bod uitsluitend aanvaarden door middel van een schriftelijke melding aan ABN AMRO ter attentie van ‘‘Issuing Institutions — Corporate Actions MF 2020’’ Kemelstede 2, 4817 ST Breda, fax +31 (0)76 5799620, niet later dan om 23.00 uur Nederlandse tijd (17.00 uur New York City tijd) op 18 juli 2005, tenzij de Aanmeldingstermijn is verlengd. Door hun aanmelding, die schriftelijk dient te zijn, verklaren de Aangesloten Instellingen dat (i) zij de door hen aangemelde Toonderaandelen Koninklijke in hun administratie hebben, (ii) zij de aangemelde Toonderaandelen aan ABN AMRO (effectenrekening 41.46.27.334/Euroclear rekening ISS2) zullen leveren vóór de afloop van de Aanmeldingstermijn en (iii) elke aandeelhouder die het Bod aanvaardt onherroepelijk garandeert dat de door hem aangemelde Toonderaandelen Koninklijke zijn aangemeld in overeenstemming met de beperkingen die zijn neergelegd in paragraaf 1.2 van Hoofdstuk 1 van het Biedingsbericht. Aangesloten Instellingen die niet in staat zijn op of voor de Sluitingsdatum de aangemelde Toonderaandelen Koninklijke aan ABN AMRO te leveren, dienen voor de aangemelde Toonderaandelen Koninklijke die niet onmiddellijk geleverd kunnen worden een schriftelijke verklaring van gegarandeerde levering aan ABN AMRO te verstrekken, waarin de Aangesloten Instellingen zich onvoorwaardelijk verbinden deze aandelen uiterlijk om 11.00 uur Nederlandse tijd op de Leveringsdatum (behoudens verlenging) aan ABN AMRO als exchange agent te leveren. Een dergelijke verklaring van gegarandeerde levering moet door ABN AMRO uiterlijk om 23.00 uur Nederlandse tijd op de Sluitingsdatum zijn ontvangen.

Indien het Bod niet gestand wordt gedaan, zullen de aan ABN AMRO geleverde Toonderaandelen Koninklijke, onmiddellijk na de openbare mededeling daarvan, door ABN AMRO als exchange agent worden teruggeleverd aan de Aangesloten Instellingen. Een dergelijke openbare mededeling zal worden gedaan door Royal Dutch Shell uiterlijk op de vijfde Euronext Amsterdam Handelsdag na aﬂoop van de Aanmeldingstermijn.

Iedere houder die Toonderaandelen Koninklijke (anders dan via een Aangesloten Instelling) of Den Haag Aandelen Koninklijke aanmeldt onder het Bod, verklaart en garandeert in deze aanmelding aan Royal Dutch Shell dat, op de datum dat dergelijke Toonderaandelen Koninklijke of Den Haag Aandelen Koninklijke zijn aangemeld tot en met de Leveringsdatum (behoudens een geldige intrekking van enige aanmelding in overeenstemming met de bepalingen en voorwaarden zoals uiteengezet in het Biedingsbericht):

a. de aanmelding van Aandelen Koninklijke een aanvaarding vormt van het Bod door de aandeelhouder, in overeenstemming met en met in achtneming van de bepalingen en voorwaarden van het Bod;

150 b. een dergelijke houder van Aandelen Koninklijke de volledige macht en bevoegdheid heeft om de Aandelen Koninklijke (tezamen met alle daaraan verbonden rechten) aan te melden, te verkopen, te ruilen en te leveren, en geen andere overeenkomst is aangegaan om de aangemelde Aandelen Koninklijke (tezamen met alle daaraan verbonden rechten) aan te bieden, te verkopen, te ruilen of te leveren aan enige andere partij dan Royal Dutch Shell en, wanneer deze zelfde aandelen door Royal Dutch Shell worden geruild voor Aandelen Royal Dutch Shell, Royal Dutch Shell deze Aandelen Koninklijke zal verkrijgen, met een volledige titelgarantie en vrij en onbezwaard van alle soorten beperkingen en rechten van derden; en

c. dergelijke Aandelen Koninklijke worden beschreven in overeenstemming met de beperkingen die zijn neergelegd in paragraaf 1.2 van Hoofdstuk 1 van het Biedingsbericht en de effecten- en andere toepasselijke wetgeving van de jurisdictie waarin een dergelijke houder van Aandelen Koninklijke zich bevindt of waarvan hij inwoner is.

Houders van New York Aandelen Koninklijke alsmede houders van Toonderaandelen Koninklijke en Den Haag Aandelen Koninklijke die in de Verenigde Staten verblijven en die hun New York Aandelen Koninklijke, Toonderaandelen Koninklijke en Den Haag Aandelen Koninklijke willen aanmelden onder het Bod, dienen voor een beschrijving van de wijze waarop zij hun aandelen kunnen aanmelden en leveren het onderdeel ‘‘The Offer’’ in het US Prospectus te raadplegen.

12. Intrekking

Een aanmelding van Aandelen Koninklijke kan gedurende de Aanmeldingstermijn (inclusief een eventuele verlenging daarvan) te allen tijde worden ingetrokken.

Gedurende de Na-Aanmeldingstermijn kunnen aanmeldingen van Aandelen Koninklijke die hebben plaatsgevonden gedurende de Na-Aanmeldingstermijn of aanmeldingen van Aandelen Koninklijke die hebben plaatsgevonden gedurende de Aanmeldingstermijn en die zijn geaccepteerd, niet meer worden ingetrokken.

13. Levering

Indien het Bod gestand is gedaan, zal de levering van de Aandelen Royal Dutch Shell waartoe houders van Aandelen Koninklijke die gedurende de Aanmeldingstermijn hun Aandelen Koninklijke hebben aangemeld gerechtigd zijn, plaatsvinden op de Leveringsdatum (zie paragraaf 7 van Hoofdstuk 12 van het Biedingsbericht).

De levering van Aandelen Royal Dutch Shell, waartoe houders van Aandelen Koninklijke die gedurende de Na-Aanmeldingstermijn hun Aandelen Koninklijke hebben aangemeld gerechtigd zijn, zal naar verwachting binnen 3 Business Days na de datum waarop dergelijke Aandelen Koninklijke zijn aangemeld plaatsvinden.

Iedere houder van Den Haag Aandelen Koninklijke die zijn Den Haag Aandelen Koninklijke rechtsgeldig onder het Bod aanmeldt (en deze niet intrekt), kan ervoor kiezen om de ‘‘A’’ Aandelen waartoe hij gerechtigd is hetzij via Euroclear Nederland, hetzij via CREST, hetzij via de RDS Corporate Nominee te houden. Met het oog op de eerste levering is deze keuze slechts beschikbaar voor houders van Den Haag Aandelen Koninklijke, maar na voltooiing van de Transactie zijn houders van Royal Dutch Shell Aandelen gerechtigd om de wijze waarop zij Royal Dutch Shell Aandelen houden te wijzigen. Houders van Den Haag Aandelen Koninklijke dienen hun eigen juridische, fiscale en financiële adviseurs te raadplegen ten aanzien van de juridische, fiscale, praktische en financiële consequenties van de leveringskeuzes.

Indien een houder van Den Haag Aandelen Koninklijke geen rechtsgeldige keuze maakt ten aanzien van de wijze van levering, zal een dergelijk persoon niet worden geacht zijn aandelen rechtsgeldig onder het Bod te hebben aangemeld en geleverd, tenzij, en totdat, Royal Dutch Shell gedurende de Aanmeldingstermijn of de eventuele Na-Aanmeldingstermijn een rechtsgeldige leveringskeuze van een dergelijke persoon ontvangt. Een persoon wordt slechts geacht een rechtsgeldige keuze te hebben gemaakt om ‘‘A’’ Aandelen via de RDS Corporate Nominee te houden indien deze persoon op juiste wijze het aanvraagformulier heeft ingevuld, ondertekend en geretourneerd, waarmee deze persoon tevens verklaart kennis te hebben genomen van de algemene voorwaarden van de Royal Dutch Shell Nominee Service, die aan iedere houder van Den Haag Aandelen Koninklijke tezamen met een korte beschrijving van het Bod worden toegestuurd, en deze te hebben aanvaard.

151 14. Risico’s Alvorens te besluiten Aandelen Koninklijke aan te melden, dient een houder van Aandelen Koninklijke zorgvuldig de risico’s te overwegen die zijn uiteengezet in Deel II van de Listing Particulars. Elk van deze risico’s kan een wezenlijk negatief effect hebben op de bedrijfsvoering, de ﬁnanci¨ele positie en de bedrijfs- resultaten van de RDS Groep, hetgeen gevolgen zou kunnen hebben voor de koers van de Aandelen Royal Dutch Shell.

15. Risico’s voor houders van Aandelen Koninklijke die hun Aandelen Koninklijke niet aanbieden onder het Bod Afhankelijk van het aantal Aandelen Koninklijke dat door Royal Dutch Shell als gevolg van het Bod wordt verworven, verwacht Royal Dutch Shell (maar is daartoe niet verplicht) een uitkoopprocedure in overeenstemming met artikel 2:92a BW aanhangig te maken teneinde alle Aandelen Koninklijke, gehouden door minderheids- aandeelhouders, te verkrijgen. Na de Transactie heeft Royal Dutch Shell tevens het recht om iedere wettelijk toegestane methode te gebruiken om 100 procent van de Aandelen Koninklijke te verkrijgen. Voor verdere informatie met betrekking tot de risico’s voor houders van Aandelen Koninklijke en de mogelijke uitkoopprocedure, zie paragraaf 5.10 van Hoofdstuk 5 en paragraaf 6.10 van Hoofdstuk 6 van het Biedingsbericht.

16. Commissie De levering van Aandelen Koninklijke door houders van Aandelen Koninklijke en de levering van Aandelen Royal Dutch Shell aan houders van Aandelen Koninklijke zullen in beginsel plaatsvinden zonder kosten voor de houders van Aandelen Koninklijke. Aangesloten Instellingen zullen per onder het Bod aangemeld en geleverd Toonderaandeel Koninklijke een commissie van 40,01 van Royal Dutch Shell ontvangen. Houders van Toonderaandelen Koninklijke die hun aandelen via een bank, commissionair of andere gevolmachtigde (nominee) houden dienen bij hun bank, commissionair of andere gevolmachtigde (nominee) te informeren of deze service of transactiekosten in rekening zullen brengen.

17. Mededelingen Mededelingen met betrekking tot het Bod zullen worden gedaan door middel van een persbericht en, indien vereist door de Bte 1995, door middel van een advertentie in de Officiële Prijscourant van Euronext Amsterdam en ten minste in e´én in Nederland landelijk verspreid dagblad.

18. Beursnotering Royal Dutch Shell Royal Dutch Shell heeft een aanvraag ingediend voor notering van de ‘‘A’’ Aandelen en ‘‘B’’ Aandelen op Euronext Amsterdam. Tevens zijn aanvragen ingediend bij de UK Listing Authority voor notering van de ‘‘A’’ Aandelen en ‘‘B’’ Aandelen op de Official List, en bij de London Stock Exchange om de ‘‘A’’ Aandelen en ‘‘B’’ Aandelen toe te laten voor verhandeling op de markt voor genoteerde effecten van de London Stock Exchange. Onder voorbehoud van een officieel bericht van uitgifte, is de aanvraag om de ‘‘A’’ ADRs en de ‘‘B’’ ADRs te noteren aan de NYSE goedgekeurd. Deze aanvragen zullen naar verwachting worden geëffec- tueerd, en de reguliere handel zal naar verwachting aanvangen, om 9.00 uur Nederlandse tijd op 20 juli 2005. De handel in Royal Dutch Shell ADRs zal naar verwachting aanvangen op of omstreeks 20 juli 2005.

19. Be¨eindiging beursnotering Aandelen Koninklijke Na voltooiing van het Bod en, voor zover relevant, afhankelijk van de omvang van de aanvaarding, is Royal Dutch Shell voornemens om de Koninklijke te verzoeken om een zo spoedig mogelijke be¨eindiging van (i) de notering van de Aandelen Koninklijke aan Euronext Amsterdam en de London Stock Exchange en (ii) de notering van de New York Aandelen Koninklijke aan de NYSE na te streven.

20. Belastingheffing Zie paragraaf 11.1 van Hoofdstuk 11 van het Biedingsbericht voor informatie over bepaalde onderwerpen betreffende Nederlandse belastingheffing en paragraaf 11.2 van Hoofdstuk 11 van het Biedingsbericht voor informatie over bepaalde onderwerpen betreffende UK belastingheffing (inclusief een bespreking van UK stamp duty en SDRT welke van belang is voor houders van Aandelen Koninklijke ongeacht hun fiscale woonplaats).

152 21. Jaarlijkse AVA van de Koninklijke

De Jaarlijkse AVA van de Koninklijke zal worden gehouden op 28 juni 2005, om 10.30 uur Amsterdamse tijd, in het Circustheater in Den Haag.

De agenda voor de Jaarlijkse AVA van de Koninklijke zal de volgende punten bevatten die speciﬁek betrekking hebben op de Transactie:

1. uitleg en bespreking van het Bod in overeenstemming met artikel 9q Bte 1995, en

2. goedkeuring van het aangaan door de Koninklijke van de Implementation Agreement.

Tevens zal de agenda voor de Jaarlijkse AVA een voorstel bevatten, dat niet afhankelijk is van gestanddoening van het Bod, om de Statuten van de Koninklijke te wijzigen en de Directie van de Koninklijke te machtigen alle uitstaande Prioriteitsaandelen Koninklijke in te kopen en vervolgens de aldus verkregen Prioriteitsaandelen Koninklijke in te trekken (zie ook Hoofdstuk 8 van het Biedingsbericht).

De oproeping voor de Jaarlijkse AVA zal op of omstreeks 27 mei 2005 plaatsvinden, op de gebruikelijke wijze en in overeenstemming met de Statuten van de Koninklijke en Nederlands recht,

22. Verwachte data 2005

Verkrijgbaarstelling van het Biedingsbericht **** 19 mei Aanvang van de Aanmeldingstermijn ********** 20 mei Laatste moment waarop volmachtsbewijzen voor de Jaarlijkse AVA van de Koninklijke kunnen worden ingediend************************** 21 juni Jaarlijkse AVA van de Koninklijke ************ 28 juni, 10.30 uur Court Meeting **************************** 28 juni, 13.00 uur (12.00 uur Londense tijd) Bijzondere AVA van Shell Transport ********** 28 juni, 13.10 uur (12.10 uur Londense tijd)(1) Sluitingsdatum **************************** 18 juli, 23.00 uur (17.00 uur New York City tijd)(2) Mededeling dat het Bod gestand wordt gedaan, behoudens de Scheme Voorwaarde ************ 19 juli, 8.00 uur (2.00 uur New York City tijd)(2) Hoorzitting van het verzoek om het Scheme te bekrachtigen ****************************** 19 juli, 11.30 uur (10.30 uur Londense tijd) Laatste dag van verhandeling van aandelen Shell Transport en van Shell Transport ADRs******** 19 juli(3) Registratie van het Gerechtelijk Bevel door de Registrar of Companies in England and Wales ** 20 juli, voor 9.00 uur (8.00 uur Londense tijd)(3) Dag van Gestanddoening******************** 20 juli, aan te kondigen v´o´or opening van Euronext Amsterdam, behoudens onvoorziene omstandigheden(2) Effectieve Datum ************************** 20 juli(3)(4) Aanvang van de verhandeling van Aandelen Royal Dutch Shell op Euronext Amsterdam en de London Stock Exchange(5) **************** 20 juli, 9.00 uur (8.00 uur Londense tijd)(2)(3) Aanvang van de eventuele Na- Aanmeldingstermijn, uitgaande van 20 juli 2005 als Dag van Gestanddoening ***************** 20 juli, 9.00 uur Datum van notering en tijd van aanvang van de verhandeling van Royal Dutch Shell ADRs aan de NYSE ******************************** 20 juli, 9.30 uur New York City tijd(2) Leveringsdatum *************************** Niet later dan 25 juli(2)

153 2005 Datum waarop het voorgestelde Royal Dutch Shell dividend voor het tweede kwartaal wordt verklaard ********************************* 28 juli Euroclear Nederland record date voor het voorgestelde Royal Dutch Shell dividend voor het tweede kwartaal ************************ 2 augustus(6) Ex-dividenddatum voor de betaling van het voorgestelde Royal Dutch Shell dividend voor het tweede kwartaal ************************ 3 augustus Main record date voor het voorgestelde Royal Dutch Shell dividend voor het tweede kwartaal** 5 augustus(6) Einde van de eventuele Na-Aanmeldingstermijn, uitgaande van 20 juli 2005 als Dag van Gestanddoening *************************** 9 augustus, 15.00 uur (9.00 uur New York City tijd)(2) De in dit overzicht genoemde tijdstippen verwijzen naar de Nederlandse tijd tenzij anders vermeld.

(1) Of zo spoedig mogelijk daarna, zodrag de Court Meeting is be¨eindigd of verdaagd. (2) Tenzij de Aanmeldingstermijn wordt verlengd op grond van artikel 9o lid 5 van de Wte 1995 en toepasselijke US securities law (in welk geval niet later dan op de eerstvolgende Euronext Amsterdam Handelsdag een mededeling van die strekking zal worden gedaan). (3) Deze data zijn slechts indicatief en zijn afhankelijk van, onder andere, de datum waarop het High Court het Scheme zal bekrachtigen. (4) Of zo spoedig mogelijk daarna wanneer het gerechtelijke Bevel is geregistreerd door de Registrar of Companies in England and Wales. (5) En toelating tot de Ofﬁcial List (6) Zie paragraph 8.6 van Hoofdstuk VII van de Listing Particulars voor een uitleg van de dividend record dates

23. Verantwoordelijkheid Royal Dutch Shell is verantwoordelijk voor de informatie in het Biedingsbericht behalve de informatie opgenomen in Hoofdstuk 9 en paragraaf 14.4 van Hoofdstuk 14 van het Biedingsbericht en de informatie betreffende de Koninklijke. Naar beste weten van Royal Dutch Shell (die alle redelijke zorg heeft betracht om te verzekeren dat dit het geval is) is de informatie in het Biedingsbericht voor welke zij verantwoordelijk is in overeenstemming met de feiten en is niets weggelaten dat de strekking van deze informatie zou kunnen wijzigen.(1) De Koninklijke is verantwoordelijk voor de informatie in het Biedingsbericht voorzover deze betrekking heeft op de Koninklijke.(2) Naar beste weten van de Koninklijke (die alle redelijke zorg heeft betracht om te verzekeren dat dit het geval is) is de informatie in het Biedingsbericht voor welke zij verantwoordelijk is in overeenstemming met de feiten en is niets weggelaten dat de strekking van deze informatie zou kunnen wijzigen. De informatie in het Biedingsbericht is afkomstig van Royal Dutch Shell, met de volgende uitzonderingen. De informatie in paragrafen 5.6 en 5.11 van Hoofdstuk 5, Hoofdstuk 7, Hoofdstuk 8 en Hoofdstuk 10 alsmede paragrafen 6, 9 en 11 van Hoofdstuk 13 van het Biedingsbericht is afkomstig van de Koninklijke. De Koninklijke en Royal Dutch Shell hebben ten behoeve van Hoofdstuk 4 van het Biedingsbericht ieder samenvattingen geleverd van de informatie die zij voor andere delen van het Biedingsbericht hebben verschaft. De schriftelijke

(1) Op de dag van verkrijgbaarstelling van het Biedingsbericht zijn de bestuurders van Royal Dutch Shell Aad Jacobs (Chairman), Lord Kerr of Kinlochard (Deputy Chairman), Jeroen van der Veer (Chief Executive), Peter Voser (Chief Financial Ofﬁcer), Malcolm Brinded (Uitvoerend Bestuurder, Exploration and Production), Linda Cook (Uitvoerend Bestuurder, Gas & Power), Rob Routs (Uitvoerend Bestuurder, Oil Products and Chemicals), Maarten van den Bergh (Niet-Uitvoerend Bestuurder), Sir Peter Burt (Niet-Uitvoerend Bestuurder), Mary (Nina) Henderson (Niet-Uitvoerend Bestuurder), Sir Peter Job (Niet-Uitvoerend Bestuurder), Wim Kok (Niet- Uitvoerend Bestuurder), Jonkheer Aarnout Loudon (Niet-Uitvoerend Bestuurder), Christine Morin-Postel (Niet-Uitvoerend Bestuurder) en Lawrence Ricciardi (Niet-Uitvoerend Bestuurder). (2) Op de dag van verkrijgbaarstelling van het Biedingsbericht bestaat de Directie van de Koninklijke uit Jeroen van der Veer (President- Directeur), Linda Cook en Rob Routs en bestaat de Raad van Commissarissen van de Koninklijke uit Aad Jacobs (President- Commissaris), Maarten van den Bergh, Wim Kok, Jonkheer Aarnout Loudon, Professor Hubert Markl, Lawrence Ricciardi en Christine Morin-Postel.

154 opinies opgenomen in Hoofdstuk 9 van het Biedingsbericht en de informatie in paragraaf 14.4 van Hoofdstuk 14 van het Biedingsbericht zijn afkomstig van ABN AMRO.

24. Toepasselijk recht Behalve voor zover US federal securities laws of andere wetten dwingend toepasselijk zijn is Nederlands recht van toepassing op het Bod en het Biedingsbericht. Voor zover toegestaan onder het toepasselijke recht, zal ten aanzien van ieder geschil dat ontstaat in verband met het Bod en het Biedingsbericht de bevoegde rechter te Den Haag, Nederland, bij uitsluiting bevoegd zijn.

25. Verkrijgbaarheid informatie Exemplaren van (i) het Biedingsbericht, (ii) de jaarverslagen van de Koninklijke over de boekjaren eindigend 31 december 2002, 2003 en 2004, (iii) de Statuten van de Koninklijke en (iv) de documenten die door middel van verwijzing in het Biedingsbericht zijn opgenomen, zijn kosteloos verkrijgbaar via www.shell.com/uniﬁcation of ten kantore van de Koninklijke, Royal Dutch Shell en ABN AMRO zoals hieronder vermeld: N.V. Koninklijke Nederlandsche Petroleum Maatschappij ABN AMRO Bank N.V. en Kemelstede 2 Royal Dutch Shell plc 4817 ST Breda Carel van Bylandtlaan 30 Nederland 2596 HR Den Haag tel: +800 2222 0024 Nederland fax: +31 76 5799643 email: [email protected]

155 ANNEX 3 PROPOSED AMENDMENTS TO ROYAL DUTCH ARTICLES

UNOFFICIAL TRANSLATION PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION OF N.V. KONINKLIJKE NEDERLANDSCHE PETROLEUM MAATSCHAPPIJ

Editorial comments: 1. Deleted text in relation to the current Articles of Association dated 31 May 2002 has been striked through. 2. New and replacement text is given in bold. 3. Articles 13 through 21 have been reviewed entirely and have hence not been marked. 4. The background notes to these draft Articles of Association have been included at the close of this document.

Name, duration and domicile Article 1 1.1. The name of the company is: N.V. KONINKLIJKE NEDERLANDSCHE PETROLEUM MAATSCHAPPIJ. 1.2. The Company was founded on 16th June, 1890, and shall continue for an indeﬁnite time. 1.3. It is established in The Hague.

Object Article 2 2.1. The object of the Company is the foundation of, participation in and management and ﬁnancing of limited liability and other companies or undertakings which are engaged in one or more branches of the oil, natural gas or chemical industry, in mining, power generation and distribution, renewables or in one or more other branches of business. 2.2. It is further entitled in general to do all that is useful or necessary for the attainment of its object or that is connected therewith in the widest sense.

Capital Article 3 3.1. The authorised capital of the Company is ﬁxed at ** euro (4 ** ), and is divided into 1,500 priority shares with a par value of 4 448 and ** (** ) shares with a par value of ﬁfty-six eurocent (4 0.56) each. 3.2. With due observance of the statutory provisions the Company may for its own account for a consideration acquire fully paid shares and fully paid priority shares in its capital. For such an acquisition the authorisation of the general meeting of shareholders shall be required by the Board of Management, except if and in so far as shares are acquired in order to be assigned to employees of the Company or employees of a legal entity with which it is associated in a group, by virtue of an arrangement applicable to the employees.

Issue of shares Article 4 4.1. The general meeting of shareholders may designate the Board of Management for a period in each case of not longer than ﬁve years as the competent body to take decisions, other than by virtue of the provisions

156 of the fifth paragraph of this Article and the fourth paragraph of Article 29, for the issue of shares not yet issued up to a number to be fixed in connection with the designation. The Board of Management shall be entitled to perform legally binding acts: a. connected with the issue of shares whereby special obligations are imposed on the Company, b. concerning the acquisition of shares on a basis other than that on which participation in the Company is opened to the public, and c. regarding capital contribution for shares other than in cash. The approval of the Supervisory Board shall be required for the decisions and legally binding acts of the Board of Management previously referred to in this paragraph. Decisions for the issue of shares not yet issued as referred to in this paragraph by a body other than the Board of Management may only be taken in conformity with a proposal made to that effect by the Board of Management and the Supervisory Board. 4.2. If shares are issued as referred to in the preceding paragraph of this Article, the existing shareholders shall have a pre-emptive right in proportion to their shareholdings, unless the payment is to be other than in cash or the shares are issued to employees of the Company or employees of a legal entity with which it is associated in a group. The provisions of Article 30 shall correspondingly apply with regard to this pre- emptive right. 3. Holders of priority shares shall have no pre-emptive right in the event of an issue of shares not yet issued. 4.3. With the approval of the Supervisory Board The Board of Management may resolve to suspend the pre- emptive right described in the second paragraph of this Article if it has been designated by the general meeting of shareholders, with due observance of the statutory provisions, as competent to do so. Such designation can only take place for a period in each case of not longer than five years. The resolutions of the Board of Management and the Supervisory Board referred to in the first sentence may only be passed by the unanimous vote, respectively, of all the Managing Directors and of all the members of the Supervisory Board present at the meeting of the Supervisory Board, cast for themselves and in their capacity as proxy for another Managing Director or member of the Supervisory Board, respectively. 4.4. If shares are issued at a price in excess of par value, the amount received by the Company on such shares above their par value shall be reserved and shall not be considered as part of the profit whose allocation is provided for by Article 29. 4.5. On the recommendation of the Board of Management and the Supervisory Board, the general meeting of shareholders may resolve to issue shares in the Company, in such amount and on such terms as recommended by the Board of Management and the Supervisory Board, against the reserve referred to in the preceding paragraph of this Article. These shares shall be made available to shareholders in proportion to their shareholdings. The provisions of the fifth and sixth paragraphs of Article 29, Article 30 and Article 31, paragraph 2, shall be correspondingly applicable in this respect, this being without prejudice to the provisions of the seventh and eighth paragraphs of Article 29, which shall also be correspondingly applicable in this respect. 4.6. The provisions of the first three paragraphs of this Article shall correspondingly apply to the granting of rights to take up shares.

Shares and share certificates Article 5 1. The expressions ‘‘shares’’ and ‘‘shareholders’’ in these Articles of Association shall not include the priority shares or the holders of such shares, unless otherwise expressly provided. In the expression ‘‘register of shareholders’’ the word ‘‘shareholders’’ shall include holders of a priority share. 5.1. The term ‘‘share certificate’’ in these Articles of Association shall be understood to include a certificate issued for more than one share. 5.2. The term ‘‘person’’ in these Articles of Association shall be understood to include a legal entity.

157 Article 6 6.1. The shares shall be made out to bearer or be registered. 6.2. Except as provided in Article 7 and in Article 29, paragraph 6, share certificates shall be issued for the shares in accordance with the provisions of the following three paragraphs of this Article. 6.3. Share certificates to bearer shall be provided with a dividend sheet not composed of separate dividend coupons. These dividend sheets shall only be issued to depositaries. The term ‘‘depositaries’’ in these Articles of Association shall be understood to mean persons and entities designated by the Company as such who have undertaken to have records kept by an institution to be designated by the Company with respect to the dividend sheets which are in their custody as referred to in the first sentence of this paragraph, and who have also undertaken to surrender such a dividend sheet only to each other or to the Company at a place to be appointed by the latter. The term ‘‘dividend sheet’’ shall be understood further in these Articles of Association to mean a dividend sheet as referred to in the first sentence of this paragraph. 6.4. Share certificates for registered shares shall not be provided with dividend coupons. 6.5. A share certificate may be issued for one share or for such numbers of shares together as shall be fixed by the Board of Management with the approval of the Supervisory Board. Different numbers of shares may be fixed for share certificates to bearer and share certificates for registered shares. 6.6. The share certificates shall be provided with a number or with a letter or letters, together with a number, and such other distinctive marks, to be determined by the Board of Management, that they can at all times be distinguished from each other. 6.7. One or more share certificates to bearer, as well as one or more share certificates for registered shares, may, with due observance of what has been provided in or by virtue of these Articles of Association, upon application by the shareholder, be exchanged by or on behalf of the Company for one or more other share certificates, for the same aggregate number of shares. 6.8. The exchange of share certificates shall not be effected until after the share certificates to be so exchanged have been surrendered to the Company at a place to be appointed by it the Board of Management, together with the appurtenant documents, if any. 6.9. The share certificates shall be signed by an Executive Director or by an attorney-in-fact, specially designated for the purpose, in each of these cases together with another Executive Director or another attorney-in-fact, specially designated for the purpose. Such attorneys shall be designated by the Board of Management, with the approval of the Supervisory Board. The share certificates for registered shares shall, in addition, be signed by one or more persons or companies, to be designated by the Board of Management with the approval of the Supervisory Board. 6.10. The Board of Management may, with the approval of the Supervisory Board,provide that any signature to be placed on a share certificate may be effected in facsimile. 6.11. To the person who shows to the satisfaction of the Board of Management that the share certificate of a share belonging to him or any appurtenant document has been lost, stolen or destroyed, or has become unserviceable for business use, although still unmistakably identifiable, there may be issued a new share certificate, together with the appurtenant new documents, if any. Such issue shall be made upon written application and on terms laid down by the Board of Management, with the approval of the Supervisory Board, and shall not take place until after the share certificate and the appurtenant documents, if any, which the shareholder may still have in his possession have been surrendered to the Company for cancellation by it. 6.12. If it has been shown to the satisfaction of the Board of Management that the dividend sheet of a share certificate to bearer has been lost, stolen or destroyed and that consequently this dividend sheet was not in the custody of a depositary at a time as referred to in Article 30, paragraph 2, then to the person to whom a new share certificate is issued for that share in accordance with the provisions of the eleventh paragraph of this Article there may also be distributed whatever would otherwise have been obtained on that share. Such distribution shall be made upon written application and on terms to be laid down by the Board of Management, with the approval of the Supervisory Board.

158 6.13. A share certificate, as well as any document pertaining to a share certificate, which has been shown to the satisfaction of the Board of Management to have been lost, stolen or destroyed, shall become invalid by the issue of a new share certificate with the appurtenant documents, if any. The aforementioned replacement and the aforementioned effect may be made known at the expense of the applicant in such a manner as the Board of Management and the Supervisory Board may deem advisable. 6.14. An application as referred to in the 7th, 11th, or 12th paragraph of this Article may be rejected by the Board of Management, after the consent of the Supervisory Board has been obtained.

Article 7 7.1. After the certificate which may have been issued therefor has been surrendered to the Company at a place to be appointed by the latter Board of Management, together with the appurtenant documents, if any, a share may be entered in the shareholder’s name in the register of shareholders. Share certificates for registered shares other than share certificates for registered shares in respect of shares in which, with the concurrence of the Company, trading is allowed on any stock exchange in the United States of America, shall not be issued. 7.2. Except as provided in Article 29, paragraph 6, the entry referred to in the first paragraph of this Article shall only be made after a written application by the shareholder to that effect has been granted. 7.3. A declaration shall be supplied to the shareholder at his request in respect of what the register states concerning the share or shares which are recorded therein in his name in accordance with the provisions of the first paragraph of this Article. The provisions of the first two sentences of Article 6, paragraph 9, shall correspondingly apply to this declaration. 7.4. Upon written application by the person who is entered in the register in accordance with the provisions of the first paragraph of this Article, a share certificate to bearer shall be issued, the entry being cancelled at the same time.

Article 8 If any right to or deriving from a share or a priority share devolves on several persons jointly, or if more than one person is competent to exercise such a right, the Company shall be entitled to admit to the exercise of that right only the person designated for the purpose jointly by all those persons, such designation being on a form to be supplied for that purpose by the Company free of charge.

Register of shareholders Article 9 9.1. A register of shareholders shall be kept by or on behalf of the Company. The register may consist of several parts, which may be kept in different places. Each of these parts may be kept in more than one counterpart original and in more than one place. The register shall be regularly brought up to date. 9.2. Without prejudice to the provisions of the second paragraph of Article 13, All the registered shares shall be entered in the register. The entry shall comprise the name, address and aggregate number of the shares entered in his name with regard to each shareholder registered therein. The names and addresses of those who have a right of usufruct or a pledge in respect of registered shares, notice of which has been served on the Company or which has been recognised by it, shall also be included in the register, stating whether they have voting rights. Furthermore, such other particulars as the Board of Management may prescribe shall be included in the register. 9.3. If a share certificate has been issued in respect of a registered share, the entry shall also include the number or the letter or letters and the number of this share certificate as referred to in the sixth paragraph of Article 6. 9.4. The entries in the register of shareholders, together with any changes in and cancellations of such entries, shall be certified in the manner to be prescribed by the Board of Management, with the approval of the Supervisory Board.

159 Costs Article 10 The Company shall be entitled, with respect to the following acts, to charge the person(s) at whose request they are performed sums to be fixed by the Board of Management with the approval of the Supervisory Board, at a maximum of cost price; that is to say: for exchanging share certificates, entering shares in the register, transfers on the register, the registration and cancellation of the encumbrance of shares, and for issuing new share certificates, irrespective of the reason for the last-mentioned issuance.

Assignment and transfer of record of registered shares Article 11 11.1. The transfer of record of a registered share — irrespective of whether or not a share certificate pertaining thereto has been issued — shall be effected, subject to the provisions of the second, third and fourth paragraphs of this Article, either by serving on the Company a deed of assignment or by the written recognition by the Company of the assignment on the basis of submission to the Company of a deed of assignment. 11.2. For the transfer of record of a registered share in respect of which no share certificate has been issued, a deed of assignment drawn up in accordance with a form to be supplied for that purpose by the Company free of charge, signed by or on behalf of the shareholder and the assignee, shall be required. For the transfer of record of a registered share in respect of which a share certificate has been issued, a deed of assignment drawn up in accordance with the form appearing on the back of the share certificate, signed by or on behalf of the shareholder, shall be required. The contents of the forms referred to in this paragraph shall not make the transferability of the share impossible or difficult. 11.3. If a share certificate has been issued for the share to be transferred of record, the transfer of record by serving the deed of assignment may only take place if in that connection the share certificate is also surrendered to the Company. In that case a relevant annotation shall be made on that certificate by the Company in witness of the transfer of record or that certificate shall be replaced by a new share certificate, made out in the name of the assignee. 11.4. If a share certificate has been issued for the share to be transferred of record, the recognition of the assignment may only take place either by a relevant annotation on that certificate or by replacement of the certificate by a new share certificate, made out in the name of the assignee. 11.5. If a share certificate has been issued for more shares than the number of shares to be transferred of record, in connection with the replacement as referred to in the third and fourth paragraphs of this Article new share certificates shall be issued for the same aggregate number of shares as mentioned on the share certificate surrendered, in such a way that one or more than one share certificate for a number of shares corresponding to the number of shares to be transferred of record can be made out in the name of the assignee.

Article 12 The provisions of the preceding Article shall correspondingly apply to the allocation of a registered share in the event of division of any community of property, to the transfer of record of such a share as a result of a foreclosure, and to the encumbrance of a registered share.

Priority shares Article 13 1. The priority shares shall be registered and shall be numbered from 1 to 1,500. No priority share certiﬁcates shall be issued for priority shares. 2. The register of shareholders shall also include all the priority shares and the name, address and aggregate number of the priority shares entered in his name shall be recorded with regard to each priority

160 shareholder registered therein. The names and addresses of those who have a right of usufruct in respect of priority shares, notice of which has been served on the Company or which has been recognised by it, shall also be included in the register.

3. A declaration shall be supplied to the holder of a priority share at his request in respect of what the register states concerning the priority share or priority shares which are recorded therein in his name in accordance with the provisions of the second paragraph of this Article. The provisions of the ﬁrst two sentences of Article 6, paragraph 9, shall correspondingly apply to this declaration.

Assignment of priority shares Article 14

1. Assignment of a priority share may only be effected against payment of an amount equal to the par value of the priority share increased by 4 per cent thereof per annum, to be calculated from the beginning of the period over which no dividend has yet been paid in respect thereof up to the day of transfer of record, and decreased by the amount which has been paid as interim dividend on the priority share over that period or over a part thereof.

2. A priority share cannot be pledged. No voting rights attached to a priority share may be granted to a usufructuary thereof. Such a usufructuary shall have no right other than the right to receive dividends.

3. Without prejudice to the provisions of the ﬁrst paragraph of this Article, prior consent of the meeting of holders of priority shares shall be required for the assignment of a priority share.

4. The meeting of holders of priority shares shall decide regarding the granting of consent to an assignment, as provided in the preceding paragraph, upon receipt of an application to that effect by the holder of the priority share. Such application shall be made by registered letter addressed to the chairman of the meeting of holders of priority shares, or if the application is being made by the chairman, to one of the deputy chairmen of the meeting. If consent is requested for an assignment to a person speciﬁed by name, the latter shall declare his willingness to accept the assignment by countersigning the application.

5. The person to whom an application is made, as provided in the preceding paragraph of this Article, shall convene a meeting of holders of priority shares as soon as possible after the receipt of that application. The meeting shall be held with the least possible delay.

6. If consent is not requested for an assignment to a person speciﬁed by name, or if the meeting of holders of priority shares rejects an application for consent to an assignment to a person speciﬁed by name, that meeting shall itself designate a person to whom the assignment can be made. Only a person who has previously expressed in writing his willingness to accept the assignment shall be so designated.

7. The meeting of holders of priority shares may attach to any decision taken by it in response to an application for consent, as referred to in the fourth paragraph of this Article, the condition that the person applying for consent shall assign and transfer of record all his remaining priority shares to one or more persons to be speciﬁed by that meeting by name, and such other conditions as the meeting may consider expedient or necessary.

8. The chairman of the meeting of holders of priority shares, or one of his deputies, shall notify the person applying for consent, as referred to in the fourth paragraph of this Article, of any decisions taken in response to his application, such notiﬁcation being despatched by registered mail, within 45 days after receipt of the said application, to the address of the person applying for consent as shown in the register of shareholders. The date stamp on the certiﬁcate of posting and the declaration by the person who signed the letter shall be regarded as full proof of the date of despatch of the letter and of the contents thereof, respectively.

9. If the time limit laid down in the preceding paragraph of this Article is exceeded, the person who has made the application for consent shall be free to assign the priority share for assignment of which consent has been requested, subject to the provisions of the first paragraph of this Article, provided the assignment is effected within a month after such time limit has elapsed. If consent has been requested for assignment to a person specified by name, the assignment may only be made to the person so specified.

161 10. This Article shall correspondingly apply to allocation of a priority share in the event of division of any community of property, as well as to assignment of such a share resulting from a foreclosure.

Article 15 1. If a holder of a priority share has acquired the priority share otherwise than by an assignment with due observance of the provisions of Article 14, or is placed under guardianship or receivership, or is not or is no longer competent, to the exclusion of other persons, to exercise any right deriving from the priority share other than the right to receive dividends, the said priority share must be assigned and transferred of record with due observance of the provisions of Article 14. 2. So long as an obligation to assign and transfer of record a priority share by virtue of the preceding paragraph of this Article has not been fulfilled, no rights may be derived from the priority share to be so assigned and transferred of record other than the right to receive dividends and the rights accruing alike to the holders of priority shares and the holders of shares. 3. If the obligation to assign and transfer of record a priority share is not fulfilled within three months after the obligation originated, the chairman of the meeting of holders of priority shares shall be deemed to be irrevocably empowered to assign and transfer of record the said priority share to the person designated by the meeting of holders of priority shares. 4. In all disputes to which a provision of this Article or of the preceding Article may lead, the decision of the meeting of holders of priority shares shall be binding and final. Before any decision is taken, the party concerned shall be heard by the meeting itself, by the chairman of the meeting or by his deputy, at the option of the meeting.

Meeting of holders of priority shares Article 16 1. A meeting of holders of priority shares shall elect a chairman from among such holders for all meetings to be held by the holders of priority shares and shall arrange the order of succession in which the holders of a priority share are to replace him in the event of his absence or inability to act. 2. A meeting of holders of priority shares shall be held as often as the chairman considers it desirable or the holder of a priority share requests the chairman in writing to convene a meeting, specifying the business to be discussed. 3. The holders of a priority share shall be convoked to a meeting of holders of priority shares by the chairman, without prejudice to the provisions of Article 14, paragraph 5. The convocation shall be made by means of registered letters which, except in cases of urgency to be left to the discretion of whoever convenes the meeting, shall be despatched at least five days before the date of the meeting. The agenda for the meeting shall be specified in the notice of convocation. 4. The meetings shall be held at the place specified in the notice of convocation. 5. If, with regard to a meeting of holders of priority shares or in respect of an item of business, one or more of the provisions of the preceding paragraphs of this Article have not been complied with, no resolutions may be passed at that meeting or regarding that item, respectively, except unanimously at a meeting at which all the holders of priority shares who are entitled to vote are present or represented.

Article 17 1. The resolutions of the meeting of holders of priority shares shall be passed by an absolute majority of the votes cast. Pursuant to rules to be determined by the meeting, this provision may be departed from in the event of an equality of votes in a poll regarding persons. For resolutions as referred to in Article 40 a majority of at least two-thirds of the votes cast shall be required. 2. For each priority share one vote may be cast at the meeting of holders of priority shares. No person may on his own behalf cast or cause to be cast by proxy more than six votes. A proxy of one or more holders of priority shares may not, as such, cast more than six votes in all.

162 3. The Managing Directors and members of the Supervisory Board shall be entitled as such to attend the meeting. 4. A holder of a priority share may only empower another holder of a priority share, a Managing Director or a member of the Supervisory Board to represent him at the meeting. The power of attorney shall be furnished in writing. 5. The manner of voting shall be governed by rules as referred to in the ﬁrst paragraph of this Article. 6. Minutes shall be kept of the proceedings, which shall be signed by the chairman and by a holder of a priority share or proxy of a holder of a priority share appointed by the meeting.

Management Article 13 13.1. The Company shall be managed by a Board of Management consisting of a number of Directors it shall determine, which number shall be at least three Directors. 13.2. The Board of Management includes Non-Executive Directors as well as Executive Directors. The Board of Management shall determine the number of Directors as referred to in paragraph 1 in such a way and shall appoint Executive Directors as referred to in paragraph 3 in such a way that the Non-Executive Directors shall form the majority of the Board of Management. If the number of Directors is less than three or if the Non-Executive Directors do not form the majority of the Board of Management the authorisations of the Board of Management shall remain intact and article 20 regarding absence and prevention shall apply correspondingly. 13.3. The Board of Management shall appoint one or more of its members as Executive Directors and shall appoint one of them as Chief Executive, hereinafter referred to as the CE, who shall be subject to and governed by article 14, paragraph 4. 13.4. The Board of Management shall appoint one of its members, if possible one of the Non-Executive Directors, as its Chairman for as long as the Board of Management shall determine. The Chairman shall determine the agenda of the meetings of the Board of Management and supervise the performance of the Board of Management and of the Committees (with the exception of the Executive Committee) and shall maintain, on behalf of the Board of Management communications in the ﬁrst instance with the CE and the Non-Executive Directors, supported in this by the Secretary referred to in article 17, paragraph 1. 13.5. The Board of Management shall appoint one of its members to act as Vice-Chairman of the Board of Management for as long as the Board of Management shall determine. The Vice-Chairman of the Board of Management shall be authorised to conduct those tasks and take those responsibilities which these Articles of Association delegate to the Chairman when the Chairman of the Board of Management is absent as the Board of Management shall impose on the Vice-Chairman. 13.6. Should the Chairman of the Board of Management be absent, the meetings of the Board of Management shall be chaired temporarily by the Vice-Chairman or should the Vice-Chairman be absent, by a member of the Board of Management appointed by the meeting, or by another person present. 13.7. The Board of Management shall determine, in accordance with these Articles of Association, one or more sets of rules and regulations containing rules concerning its activities, its decision-making, its composition, the tasks it has and the working methods to be used by its members and those used by the committees instituted by the Board of Management, as well as for other aspects of the activities conducted by the Board of Management, the Executive Committee, the Chairman, the Vice-Chairman, the CE, the Secretary and for the committees instituted by the Board of Management.

Article 14 14.1. The Board of Management shall manage the Company within the bounds set by the law and shall be granted all authorisations by these Articles of Association which are not granted to others. 14.2. The Executive Committee shall consist of all Executive Directors and, if the Board of Management so determines, one or more other persons appointed by the Board of Management.

163 14.3. The day to day management of the Company shall be conducted by the Executive Committee. The Board of Management shall determine the tasks and duties of the CE and of the other members of the Executive Committee. 14.4. The Board of Management may suspend the CE at any and all times and hence prevent him from acting as the CE and may also dismiss the CE, without prejudice to the authority retained by the general meeting of shareholders to suspend or dismiss the CE as a member of the Board of Management. 14.5. The Non-Executive Directors shall supervise the policy pursued by the CE and the Executive Committee and also supervise the general course of business and shall furthermore also fulfil those tasks which these Articles of Association impose on them or which are required of them pursuant to these Articles of Association. 14.6. The Board of Management may institute committees it sees fit to alongside the Executive Committee, which shall consist of one or more of its members or consist of other persons. The majority of the members of a committee shall consist of members of the Board of Management. The Board of Management shall appoint the members of these other committees and shall determine the tasks of each committee. A committee may solely reach valid decisions at a meeting at which the majority of the members present consists of members of the Board of Management. 14.7. The CE and the Chairman shall provide the Non-Executive Directors with all the information required by them for the performance of their tasks and shall do so in a timely manner. 14.8. The emoluments of the Executive Directors shall be determined by the Board of Management and shall cohere with the general policy on emoluments determined by the general meeting of shareholders. 14.9. Each Non-Executive Director shall be granted an emolument as shall be periodically determined by the Board of Management bearing in mind the fact that the total amount of all emoluments thus paid to Non- Executive Directors annually may not exceed the annual amount which has been set by the general meeting of shareholders. Travel expenses incurred by a Non-Executive Director and other expenses connected with attending meetings of bodies of the Company, or incurred in conducting his tasks and duties, shall be reimbursed. 14.10. The Board of Management shall lodge the following documents with the general meeting of shareholders for its ratification or approval: a. the general policy to be pursued in the field of emoluments granted to Executive Directors as referred to in paragraph 8; b. the total annual amount as referred to in paragraph 9; c. a proposal in connection with rules and regulations pertaining to emoluments granted to Executive Directors in the form of shares or rights to take shares. 14.11. The Company shall not provide members of the Board of Management with any personal loans neither shall it furnish any guarantees to them. Non-Executive Directors are not granted any shares and/or rights to take shares as a part of their emoluments.

Article 15 15.1. The Board of Management and hence all of the members of the Board of Management collectively, shall represent the Company 15.2. The Company shall furthermore also be represented by two Executive Directors acting together or one Executive Director acting together with the Secretary. 15.3. Should a Director have concluded an agreement with the Company as a private individual or conduct legal proceedings against the Company as a private individual, the Company may be represented in such a situation as set forth in paragraphs 1 and 2 by the Board of Management, respectively the Executive Directors who have not concluded an agreement with the Company as private individuals or who are not

164 conducting legal proceedings as referred to in the preamble hereunto, unless the general meeting of shareholders shall appoint a person to represent the Company in such a situation.

Article 16 16.1. Meetings of the Board of Management may be convened at any and all times by a member of the Board of Management, or at the behest of the Secretary. 16.2. The Secretary shall be authorised to attend meetings of the Board of Management. The Board of Management shall also be authorised to admit others to its meetings. 16.3. The Board of Management shall reach its decisions by means of an absolute majority of votes cast. Should votes tie, the Chairman shall have a deciding vote.

Article 17 17.1. The Board of Management shall appoint a Secretary who shall not be a member on the strength of a proposal made by the Chairman and the CE. 17.2. The Secretary shall be authorised by the terms of these Articles of Association and upon or subsequent to his being appointed, in compliance with these Articles of Association, and, in accordance with that determined by the Board of Management. 17.3. The Secretary may be dismissed at any and all times by the Board of Management from his position as Secretary.

Article 18 Without prejudice to that determined elsewhere in these Articles of Association, the approval of the general meeting of shareholders shall be required for decisions reached by the Board of Management concerning an important change made to the identity or the character of the Company or the enterprises affiliated therewith, including, in any case: a. the transfer of the enterprise of the Company or of almost the entire enterprise of the Company to a third party; b. entering into or breaking a long-term collaboration which the Company has conducted or that of a subsidiary with another legal entity or company or as a fully liable partner of a partnership, if that collaboration or breaking there with shall be of drastic significance for the Company; c. taking or divesting oneself of a participation in the capital of a company with a value of at least one third of the amount of the assets, according to the balance sheet, with background notes, or, if the Company draws up a consolidated balance sheet, according to the consolidated balance sheet with background notes, according to the most recently ratified annual accounts of the Company, by it, or by a subsidiary.

Article 19 19.1. A member of the Board of Management shall be appointed for a term of office which shall not exceed four years, bearing in mind the fact that unless a member of the Board of Management resigns early, his term of office shall terminate upon the close of the general meeting of shareholders held subsequent thereunto in the fourth year after the year in which he shall have been appointed. A member of the Board of Management may be re-appointed in compliance with the previous sentence. The Board of Management may determine a roster of terms of office. 19.2. The members of the Board of Management shall be appointed by the general meeting of shareholders. If a member of the Board of Management is to be appointed, the Board of Management shall draw up a binding proposal in such a manner that for each appointment to be made a choice may be made from among at least two persons. The general meeting of shareholders may however suspend the binding nature of any such a proposal by means of adopting a resolution reached by a majority of at least two third of the votes cast, if the majority represents more than half of the issued capital. The proposal shall be included in

165 the convocation of the general meeting of shareholders at which the appointment to be made is to be dealt with. Should no proposal be made or should a proposal not have been made in a timely manner, mention shall be made of this in the convocation of the meeting. If no proposal is made or should a proposal not have been made in a timely manner, the general meeting of shareholders shall be at liberty to make the appointment in question. 19.3. The general meeting of shareholders may suspend and dismiss each and every member of the Board of Management. A decision as referred to in the previous sentence shall required being motivated. The general meeting of shareholders may decide to suspend or dismiss a member of the Board of Management, unless this is done on the strength of a proposal made to this end by the Board of Management, only by means of a majority of at least two third of the votes cast, should the majority represent more than half of the issued capital. In connection with subjects as referred to in this paragraph and paragraph 2, no use may be made of section 2:120 subsection 3 of the Civil Code of the Netherlands to convene a second general meeting of shareholders.

Article 20 Should one or more members of the Board of Management be absent or prevented from attending to business, the authorisations of the Board of Management shall notwithstanding this fact remain intact. Should all the members of the Board of Management be absent or prevented from attending to business except one, that remaining member of the Board of Management shall take all the necessary measures as soon as possible in order to form a Board of Management. Should all the members of the Board of Management be absent or prevented from attending to business, the Secretary shall take all the necessary measures to form a Board of Management as quickly as possible. The Secretary shall have all the requisite authorisations of (a member of) the Board of Management, such as the authorisation to hold a general meeting of shareholders.

Article 21 Unless Dutch law provides otherwise, the following shall be reimbursed to current and former members of the Board of Management: a. the reasonable costs of conducting a defence against claims based on acts or failures to act in the exercise of their duties or any other duties currently or previously performed by them at the Company’s request; b. any damages or fines payable by them as a result of an act or failure to act as referred to under a; c. the reasonable costs of appearing in other legal proceedings in which they are involved as current or former members of the Board of Management, with the exception of proceedings primarily aimed at pursuing a claim on their own behalf. There shall be no entitlement to reimbursement as referred to above if and to the extent that (i) a Dutch court has established in a final and conclusive decision that the act or failure to act of the person concerned may be characterised as wilful (‘‘opzettelijk’’), intentionally reckless (‘‘bewust roekeloos’’) or seriously culpable (‘‘ernstig verwijtbaar’’) conduct, unless Dutch law provides otherwise or this would, in view of the circumstances of the case, be unacceptable according to standards of reasonableness and fairness, or (ii) the costs or financial loss of the person concerned are covered by an insurance and the insurer has paid out the costs or financial loss. The Company may take out liability insurance for the benefit of the persons concerned. The Board of Management may by agreement or otherwise give further implementation to the above.

General meeting of shareholders Article 22 22.1. The shareholders shall be convoked to a general meeting of shareholders by the Supervisory Board or by the Board of Management. 22.2. The general meetings of shareholders shall be held in The Hague, Amsterdam or Rotterdam, at the place as stated in the notice of convocation.

166 22.3. The convocation shall be made by means of an advertisement in at least one daily newspaper published in The Hague and two national daily newspapers published in the Netherlands to be selected by the Board of Management, without prejudice to any additional legal or regulatory publication requirements. The period of notice shall be at least three weeks, not counting the day of the convocation and the day of the meeting. In urgent cases, at the discretion of the Board of Management, this period may be reduced to ﬁfteen days.

4. In this Article and in Articles 30 to 35 inclusive, the expressions ‘‘shares’’ and ‘‘shareholders’’ shall be understood to include priority shares and holders of a priority share if and in so far as there is no provision to the contrary. In the expression ‘‘general meeting of shareholders’’ throughout these Articles of Association the word ‘‘shareholders’’ includes holders of a priority share.

22.4. For the purposes of the ﬁrst paragraph of this Article, Article 23, paragraph 3, Article 24, paragraph 1, and Article 26, paragraph 1 under a. and paragraphs 2 to 6, holders of depositary receipts for shares which have been issued with the concurrence of the Company and also, but only if they have voting rights, usufructuaries and pledgees shall be equated with shareholders.

Article 23

23.1. At least one general meeting of shareholders shall be held annually.

23.2. Without prejudice to the provision of the ﬁrst paragraph of this Article, a general meeting of shareholders shall be held as often as the Board of Management or the Supervisory Board deems it desirable.

23.3. A general meeting of shareholders may be held when one or more holders of shares representing in the aggregate at least one-tenth of the issued capital have addressed a written request to the Board of Management and the Supervisory Board that a general meeting of shareholders be convened, specifying the subjects to be dealt with. If neither the Board of Management nor the Supervisory Board, in this case always equally empowered so to do, does not act upon this request in such a manner as to enable the general meeting of shareholders to be held within six weeks after its submission, the person or persons making the request may be empowered by the (temporary) relief judge (voorzieningenrechter) of the District Court within whose jurisdiction the Company is established to convene the meeting himself or themselves.

Article 24

24.1. Without prejudice to the provisions of the third paragraph of Article 23, the Board of Management or the Supervisory Board shall determine the items to be included in the agenda for the meeting. One or more shareholders representing in the aggregate at least one-hundredth of the issued capital or the market value in shares as set in respect thereto by the law, can submit proposals for items for the agenda, provided these are submitted in writing to the Company at its ofﬁce not later than sixty days before the date of the meeting, specify the items to be dealt with, and are accompanied by evidence showing that those submitting the proposal in the aggregate represent at least one-hundredth of the issued capital or the market value in shares as set in respect thereto by the law. Such items proposed by shareholders will be added to the agenda, unless in the opinion of the Board of Management and the Supervisory Board such a proposal contravenes serious interests of the Company or of an undertaking in which the Company, directly or indirectly, holds an interest, or the proposed resolution on such an item is not one on which the general meeting of shareholders may legitimately decide.

24.2. The agenda for the meeting shall be speciﬁed in the notice of convocation. No other business may be transacted at the meeting.

24.3. The Board of Management shall provide the general meeting of shareholders with all the information it requires unless a weighty interest on the part of the Company shall mitigate against this being done. Should the Board of Management invoke a weighty interest being at stake, it shall give the reasons for having done so.

167 Article 25 25.1. The meetings shall be presided over by the chairman of the Supervisory Board of Management or another person to be designated for that purpose by the Supervisory Board of Management. Unless a notarial record is drawn up of the proceedings, minutes shall be kept thereof which shall be signed by the chairman of the meeting and by another person present at the meeting and designated for that purpose by the Supervisory Board of Management. 25.2. A certificate, signed by the Chairman of the meeting and the person referred to in paragraph 1, which shall constitute a confirmation of the fact that the general meeting of shareholders has adopted a certain resolution, shall be deemed to be evidence of any such resolution having been adopted for third parties. 25.3. Unless a notarial record is drawn up of the proceedings of the meeting, the report of the general meeting of shareholders shall be made available no later than three months after the close of the meeting of shareholders to those who request it, after which shareholders shall be afforded an opportunity during the subsequent three months to respond to the report. The report shall thereafter be ratified in the manner as described in paragraph 1.

Article 26 26.1. With due observance of the provisions of the following paragraphs of this Article every shareholder may in person or by a proxy authorised by a written power of attorney: a. attend and address the general meeting, and b. exercise voting rights, except if the law prevents him from doing so or they devolve on a usufructuary or a pledgee, in which case the voting rights may be exercised by the usufructuary or pledgee, respectively, with due observance of the provisions of the following paragraphs of this Article. 26.2. The Board of Management may in convoking a general meeting of shareholders determine that those entitled to exercise the rights referred to in the first paragraph of this Article in respect of a share shall be those — irrespective of who is a shareholder at the time of the general meeting of shareholders — who: a. are shareholders at a time to be determined by the Board of Management and are registered as such in either the register of shareholders or in a register, designated by the Board of Management, of holders of shares for which share certificates made out to bearer are in circulation; and b. have made known to the Company in writing, in a manner determined by the Board of Management and not later than at the time and the place specified with respect thereto in the notice of convocation, their desire to exercise these rights. In order to be able to have these rights exercised by proxy in respect of a share the holder of the rights must furthermore deposit a written power of attorney not later than at the time and at the place specified with respect thereto in the notice of convocation. 26.3. If the second paragraph of this Article is applied, the notice of convocation of the general meeting of shareholders shall state the manner in which holders of shares for which share certificates made out to bearer are in circulation may register. The register, to be designated by the Board of Management, of holders of such shares may consist of several parts, which may be kept in different places by one or more institutions designated by the Board of Management. 26.4. If the Board of Management does not make use of the authorisation referred to in the second paragraph of this Article, the following provisions shall apply: a. in order to be able to exercise the rights referred to in the first paragraph of this Article in respect of a share for which a share certificate made out to bearer is in circulation, the shareholder must deposit the share certificate against receipt not later than at the time and at the place specified with respect thereto in the notice of convocation; the share certificates must remain deposited at that place until after the end of the meeting;

168 b. in order to be able to exercise the rights referred to in the first paragraph of this Article in respect of a registered share — irrespective of whether or not a share certificate pertaining thereto is in circulation — the shareholder must make known to the Company in writing his desire to do so not later than at the time and the place specified with respect thereto in the notice of convocation. He may only exercise the said rights at the meeting in respect of the registered shares which are recorded in his name both at that time and on the day of the meeting; and c. in order to be able to have these rights exercised by a proxy in respect of a share as referred to in this paragraph under a. and b., the shareholder must furthermore deposit a written power of attorney not later than at the time and at the place specified with respect thereto in the notice of convocation. 26.5. The times referred to in the second and fourth paragraphs of this Article may not be set on a date earlier than the third day after that of the convocation or earlier than the seventh day before that of the meeting. Without prejudice to the provisions of the preceding sentence, different times can be designated for the shares referred to in this Article, depending on the place and the manner in which they are held. 26.6. For the purpose of the exercise of the rights referred to in this Article, the Company shall be authorised to consider as accurate the statements received in time by the Company from the institutions designated for that purpose in the notice of convocation of the general meeting of shareholders in respect of the registration, deposition or grant of power of attorney as referred to in paragraphs 2, 3 and 4 of this Article, as well as in respect of the numbers of shares to which the registration, deposition or grant of power of attorney relate. 26.7. The chairman of the meeting shall decide with regard to the admission to the meeting of persons other than those who are legally entitled to attend.

Article 27 27.1. The resolutions of the general meetings of shareholders shall, except in those cases where the law or these Articles of Association prescribe a larger majority, be passed by absolute majority of the votes cast. In the event of an equality of votes, the motion is rejected, except as provided in the following paragraph of this Article. Abstentions and invalid votes shall not be counted as votes cast. 27.2. The appointment of persons shall be made by absolute majority of the votes cast. If, after two free polls, no absolute majority is obtained for the place to be ﬁlled, another poll shall be taken between the two persons who at the second free poll obtained the two highest numbers of votes, and the person for whom the most votes are then cast shall be elected; in the event of an equality of votes the election shall be decided by the drawing of lots. In the cases which are not provided for in this paragraph, but which concern an appointment, the chairman of the meeting shall decide on the procedure then to be followed. 27.3. The chairman of the meeting shall decide on the manner of voting, including the possibility of voting by acclamation. In the event of a vote by acclamation or another manner of voting without a poll, dissenting votes shall be recorded upon request. 27.4. For each share one vote may be cast; for each priority share eight hundred votes may be cast. 27.5. In all disputes with regard to voting the chairman of the meeting shall decide.

Annual accounts and allocation of profit Article 28 28.1. The books of the Company shall be closed on 31st December in each year. 28.2. The Board of Management shall draw up annual accounts each year, consisting of a balance sheet, a profit and loss account and notes to these documents. The annual accounts shall be presented to the Supervisory Board, which shall submit them together with its recommendations to the general meeting of shareholders. The annual accounts shall be accompanied by the report of a certified public accountant appointed by the general meeting of shareholders and by a written annual report drawn up by the Board of Management. The documents mentioned in this paragraph shall be open to inspection, and copies thereof shall be made available, in accordance with the provisions of the law.

169 28.3. The Board of Management shall, with the approval of the Supervisory Board, fix the amounts which shall be appropriated to reserves. 28.4. The general meeting of shareholders finalises the annual accounts and can resolve on the discharge of the Managing Directors and the members of the Supervisory Board of Management of responsibility in respect of the performance of their duties for the relevant financial year.

Article 29 1. Out of the profit which is available for distribution with due observance of the decisions in virtue of Article 35, paragraph 3, there shall first of all be distributed on each priority share an amount equal to 4 per cent of its par value. 2. Should the profit available for distribution in any one year be insufficient for that purpose, the deficit shall be made good in subsequent years as soon as the profit available for distribution allows. 29.1. The general meeting of shareholders may resolve that the whole or part of the balance of profit pursuant to Article 28, paragraph 3, available for distribution then remaining shall in whole or in part not be distributed, but shall be carried forward to the following year. 29.2. The balance of profit available for distribution then still remaining shall be distributed to the shareholders. Shares acquired and held by the Company in its own capital are not included in the profit distribution calculation and no distributions are made thereon. 29.3. With the approval of the Supervisory Board and with due observance of the statutory provisions the Board of Management may resolve to pay one or more interim dividends. 29.4. On the recommendation of the Board of Management and the Supervisory Board, the general meeting of shareholders may resolve to issue shares in the Company, by way of a dividend or interim dividend, in such amount and on such terms as recommended by the Board of Management and the Supervisory Board, against that which shareholders are due to receive in virtue of the provisions of the second paragraph of this Article or against the reserved profit, which shares shall be made available to shareholders in proportion to their shareholdings. The provisions of Article 30 and Article 31, paragraph 2, shall be correspondingly applicable in this respect, without prejudice to the provisions of the seventh and eighth paragraphs of this Article. These shares shall be issued at par value, unless the general meeting of shareholders, on the recommendation of the Board of Management and the Supervisory Board, resolves to issue these shares at a higher price, in which case the provisions of Article 4, paragraph 4, shall be correspondingly applicable. 29.5. To holders of shares for which share certificates to bearer have been issued and to holders of shares which have been entered in the register of shareholders or in a certain part thereof, the shares referred to in the preceding paragraph of this Article shall be made available in the manner and as from the time to be fixed and made known by the Board of Management for each of these groups of shareholders. 29.6. In that connection the Board of Management may stipulate that shares which accrue to a holder of one or more shares entered in the register of shareholders in accordance with the provisions of Article 7, paragraph 1, on account of his shareholding thus recorded, shall be made available by entry in the register of shareholders in accordance with the provisions of that paragraph if and in so far as the shareholder has not requested that they be made available in some other way in accordance with the announcement in that respect. 29.7. The Board of Management may also stipulate in that connection that if a right to a fraction of a share accrues to a holder of one or more shares entered in the register of shareholders or in a certain part thereof on account of his shareholding thus recorded, this right shall be turned into cash by the Company for his account if no disposition with regard thereto has been made by him within a certain time limit. 29.8. The provisions of Article 31, paragraph 2, shall be correspondingly applicable to the right to claim payment of the proceeds, with the proviso that for the purpose of such application the proceeds shall be deemed to have been first made obtainable on the date on which the shares were first available. 29.9. The payment of a dividend or interim dividend in cash on registered shares in respect of which share certificates have been issued and in which, with the concurrence of the Company, dealings are allowed on

170 a stock exchange in a country other than the Netherlands, shall be made in the currency of the country concerned, unless the Company is not in a position to do this owing to Government measures or other circumstances outside its control. If in accordance with the provisions of the previous sentence the payment of a dividend or interim dividend takes place in a foreign currency, it shall be converted for that purpose at the rate of exchange ruling on the Amsterdam exchange to be determined by the Board of Management on a day to be ﬁxed and made known by the Board of Management. This day may not be set earlier than the day on which it is resolved to make the payment and not later than the day which has been ﬁxed for the shares concerned in accordance with the provisions of Article 30, paragraph 1.

Article 30 30.1. The person entitled to a dividend or an interim dividend on a share which has been entered in the register of shareholders in accordance with the provisions of Article 7, paragraph 1, or on a share in respect of which a share certificate for registered shares has been issued, or on a priority share, shall be the person in whose name the share or priority share is recorded in the register of shareholders at a time fixed for the purpose by the Board of Management. 30.2. The person entitled to a dividend or an interim dividend on a share in respect of which a share certificate to bearer has been issued, shall be the person who is the holder of the share at a time fixed for the purpose by the Board of Management. In order to be able to exercise the right to a distribution as referred to in the previous sentence, the person entitled thereto must cause the dividend sheet to be in the custody of a depositary at the time referred to in the previous sentence. For distributions as referred to in this paragraph the Company shall be discharged vis-à-vis the persons entitled thereto by payment to the institution referred to in Article 6, paragraph 3, or to one or more third parties to be designated by this institution and the Company, for the account of the persons in whose name the dividend sheets were in the custody of the depositaries at the aforementioned time. 30.3. Different times may be fixed for the shares referred to in this Article. Each time thus fixed shall be made known in whatever manner the Board of Management deems effective.

Article 31 31.1. A dividend or interim dividend shall be obtainable on and after a day to be fixed for the purpose by the Board of Management. Different days may be fixed for the shares in respect of which share certificates to bearer have been issued, for the shares in respect of which share certificates for registered shares have been issued, and for the shares which have been entered in the register of shareholders in accordance with the provisions of Article 7, paragraph 1, and for the priority shares. Each day thus fixed shall be made known in whatever manner the Board of Management deems effective. 31.2. The right to claim payment of a dividend or interim dividend on a share or on a priority share shall be forfeit by the expiry of a period of six years from the day on which the dividend or interim dividend on that share or on that priority share was first made obtainable.

Article 32 The Company may only make proﬁt distributions to the holders of priority shares and shares in so far as the shareholders’ equity is larger than the amount of the issued capital plus the reserves which have to be held by virtue of the law or these Articles of Association.

Amendment of the Articles of Association or dissolution Article 33 1. A resolution providing for the amendment of these Articles of Association or for the dissolution of the Company may, without prejudice to the following provisions in this Article, only be passed with the prior consent of the meeting of holders of priority shares, or — but only if the resolution deals with an amendment of these Articles — subject to the subsequent approval of that meeting. 33.1. A resolution providing for amendment of these Articles of Association or for dissolution of the Company may only be passed by a majority of at least two-thirds of the votes cast at a general meeting of

171 shareholders at which at least three-quarters of the issued capital is represented. If this last requirement is not fulfilled, a new general meeting of shareholders shall be convened, to be held within eight weeks after the first one. At the second general meeting the resolution providing for amendment of these Articles of Association or for dissolution of the Company may be passed by absolute majority of the votes cast, but irrespective of the proportion of the issued capital which is represented thereat. 33.2. In the convocation for a general meeting of shareholders at which a resolution providing for the amendment of these Articles of Association or for the dissolution of the Company is to be discussed it must be stated that a copy of that resolution — incorporating the proposed amendments verbatim in the case of a resolution providing for the amendment of these Articles — will be open to inspection by the shareholders at the office of the Company until the end of the meeting and will be obtainable by them free of charge.

Winding-up Article 34 34.1. In the event of the dissolution of the Company, the liquidation shall be conducted by the Board of Management under the supervision of the Supervisory Board, unless the general meeting of shareholders resolves otherwise. For the designation of others the provisions made in these Articles with respect to the nomination for the appointment of Managing Directors and members of the Supervisory Board of Management shall apply. 34.2. In the resolution providing for dissolution the remuneration shall be ﬁxed which shall be received by the liquidators and by those who supervise the liquidation. 34.3. FromThe net proceeds of the liquidation after payment of the liquidation expenses and of all debts, ﬁrst the holders of priority shares shall receive the nominal amount of their priority shares plus the difference between 4 per cent and any lesser amount per annum paid in respect of such shares since the issuance thereof. The balance shall be divided among the shareholders in proportion to the nominal amount of their shares. The provisions of Article 30 shall correspondingly apply to such distribution.

Transitional provisions following from the amendment to the articles of association dated the thirty-ﬁrst day of May two thousand and two Article 35 The following stipulations cited from the deed amending the Articles of Association dated the thirty-ﬁrst day of May two thousand and two remain applicable to the extent that no exchanges or registrations have as yet been made. In such stipulations provisions with respect to priority shares are ignored and Board of Management (directie) and Supervisory Board will be construed as: Board of Management (raad van bestuur).

‘‘Transitional provisions Article 42 1. Every share of N.fl. 1.25 already issued shall be one share of 40.56. 2. Every priority share of N.fl. 1,000 already issued shall be one priority share of 4448. 3. Every certificate for one or more shares of N.fl. 1.25 already issued shall be regarded as a certificate for an equal number of shares of 40.56. 4. Every certificate already issued for one or more shares to bearer provided with separate dividend coupons of N.fl. 5 shall be regarded as a certificate for such a number of shares of 40.56 as shall equal four times the number of shares of N.fl. 5 stated on that certificate. 5. Every certificate already issued for one or more shares to bearer provided with separate dividend coupons of N.fl. 10 shall be regarded as a certificate for such a number of shares of 40.56 as shall equal eight times the number of shares of N.fl. 10 stated on that certificate.

172 6. Every certificate for one or more shares already issued to bearer provided with separate dividend coupons of N.fl. 20 shall be regarded as a certificate for such a number of shares of 40.56 as shall equal sixteen times the number of shares of N.fl. 20 stated on that certificate. 7. Every certificate for a share of N.fl. 1,000 already issued shall be regarded as a certificate for eight hundred shares of 40.56. 8. Every certificate for a share or sub-share of N.fl. 100 already issued shall be regarded as a certificate for eighty shares of 40.56. 9. Every certificate for one or more registered shares of N.fl. 5 already issued shall be regarded as a certificate for an equal number of shares of 40.56. Persons in whose name a certificate for one or more shares of N.fl. 5 is entered in the register of shareholders of the Company on the day on which these amended Articles of Association become effective shall be entitled to receive one or more certificates for shares of 40.56, jointly amounting to three times the number of shares stated on the certificate. 10. Every certificate for one or more registered shares of N.fl. 10 already issued shall be regarded as a certificate for an equal number of shares of 40.56. Persons in whose name a certificate for one or more shares of N.fl. 10 is entered in the register of shareholders of the Company on the day on which these amended Articles of Association become effective shall be entitled to receive one or more certificates for shares of 40.56, jointly amounting to seven times the number of shares stated on the certificate. 11. Every certificate for one or more registered shares of N.fl. 20 or N.fl. 50 already issued shall be regarded as a certificate for an equal number of shares of 40.56. Persons in whose name a certificate for one or more shares of N.fl. 20 or N.fl. 50 is entered in the register of shareholders of the Company on the day on which these amended Articles of Association become effective shall be entitled to receive one or more certificates for shares of 40.56, jointly amounting to fifteen times the number of shares stated on the certificate.

Article 43 Holders of share certificates or sub-share certificates to bearer provided with separate dividend coupons already issued may exchange their share certificates for share certificates to bearer provided with a dividend sheet. The provisions of Article 6, paragraphs 7 and 8, and Article 10 shall correspondingly apply to this exchange. Alternatively, holders of such share certificates or sub-share certificates to bearer may have the shares concerned entered in the register of shareholders after surrender to the Company of those share certificates or sub-share certificates. The provisions of Article 7, paragraph 1, and Article 10 shall correspondingly apply to this registration.

Article 44 Except as provided in the previous Article and the following Article, the rights attached to shares for which share certiﬁcates or sub-share certiﬁcates to bearer provided with separate dividend coupons have already been issued may only be exercised after 31st December, 1997, provided that the exchange or registration referred to in the previous Article has taken place.

Article 45 1. The provisions of Article 6, paragraph 11, shall correspondingly apply to already issued share certificates to bearer provided with separate dividend coupons, with the proviso that only share certificates to bearer provided with a dividend sheet can be issued as the new share certificates referred to in that paragraph. 2. To the person who shows to the satisfaction of the Board of Management that a separate dividend coupon belonging to him, in respect of which any right can already be exercised against the Company, has been lost, stolen or destroyed, there may be distributed whatever has been made obtainable on that dividend coupon. Such distribution shall be made upon written application and on terms to be laid down by the Board of Management, with the approval of the Supervisory Board.

173 Such a dividend coupon shall become invalid by the distribution of whatever was made obtainable thereon. The aforementioned distribution and the aforementioned effect may be made known at the expense of the applicant in such a manner as the Board of Management and the Supervisory Board may deem advisable. An application as referred to above may be rejected by the Board of Management, after the consent of the Supervisory Board has been obtained.’’

Transitional stipulation to Article 21 concerning indemniﬁcation

Article 36

For the application of Article 21, members of the Board of Management and former members of the Board of Management shall be deemed to also include: those persons who were members of the body of management (directie) of the Company and of the body of the Supervisory Board of the Company immediately prior to the deed being executed which amended the Articles of Association in which Article 21 concerning indemniﬁcation was introduced.

Transitional stipulation to Article 13 and Article 19 concerning appointment of Directors

Article 37

In deviation from Article 19 paragraph 2 (and in deviation from Article 24 of the Articles of Association of the Company as they read immediately preceding the execution of this deed amending the Articles of Association) the following applies to appointment resolutions adopted by the general meeting of shareholders of the Company held on the twenty-eighth day of June two thousand and ﬁve: the binding proposal as referred to in Article 19 paragraph 2 may be drawn up by the combined meeting of the Board of Management (directie) and the Supervisory Board.

In deviation from Article 13 paragraph 3 and from Article 19 paragraph 1 the following applies: Directors appointed by the general meeting of shareholders of the Company held on the twenty-eighth day of June two thousand and ﬁve: (i) are Non-Executive Directors and (ii) are appointed for a term of ofﬁce corresponding with the existing ‘‘schedule of rotation for retirement’’ of the Supervisory Board of the Company.

In deviation from Article 13 paragraph 3 the following applies: Directors who were not appointed by the general meeting of shareholders of the Company held on the twenty-eighth day of June two thousand and ﬁve are Executive Directors.

Transitional stipulation to Article 3 concerning issued capital

Article 38

At the time this deed amending the Articles of Association is executed, the issued capital of the company amounts to ** euro (EUR ** ) and at the time this deed amending the Articles of Association is executed the then issued one thousand ﬁve hundred (1,500) priority shares of four hundred and forty-eight euro (EUR 448) each, are as a consequence of this amendment to the Articles of Association converted into one million two hundred thousand (1,200,000) shares of ﬁfty-six eurocents (EUR 0.56) each, which shares are registered [and which are numbered: **].

This article and its heading shall lapse on the day following the day on which this deed amending the Articles of Association is executed.

174 ANNEX 4 BRIEF DESCRIPTION OF THE SCHEME AND ITS CONDITIONS

General The Royal Dutch Offer is conditional on the effectiveness of the Scheme of Arrangement. As a result of the Scheme of Arrangement, Royal Dutch Shell will become the new parent company of Shell Transport. Pursuant to the Scheme of Arrangement, all existing Shell Transport Ordinary Shares, including Shell Transport Ordinary Shares underlying the Shell Transport ADRs, will be cancelled and Shell Transport Ordinary Shareholders will receive 0.287333066 ‘‘B’’ Shares for every Shell Transport Ordinary Share. Holders of Shell Transport ADRs will receive 0.861999198 ‘‘B’’ ADRs for each Shell Transport ADR. The Scheme of Arrangement requires approval by a majority in number representing three-quarters in value of the Shell Transport Ordinary Shareholders who vote at the meeting convened by the High Court for the purpose of considering the Scheme of Arrangement (including those holders of Shell Transport Bearer Warrants present and voting, either in person or by proxy at the meeting). As the proposed Scheme of Arrangement includes a reduction of share capital, a separate special resolution of the Shell Transport Shareholders (including the holders of Shell Transport First and Second Preference Shares) is also necessary (requiring a 75 per cent. majority of those voting). The Shell Transport Ordinary Shares will be cancelled and holders of the Shell Transport Ordinary Shares whose names appear in the register of members of Shell Transport at the prescribed time and holders of Shell Transport Bearer Warrants will receive ‘‘B’’ Shares. If the required number of Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants approves the Scheme of Arrangement, and the required number of Shell Transport Shareholders approves the reduction of share capital, there will be a High Court hearing to approve the Scheme of Arrangement (the ‘‘Hearing’’). The Hearing is expected to be held on 19 July 2005. Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants will have the opportunity to attend the Hearing to support or oppose the Scheme of Arrangement and to appear in person or be represented by counsel. Once the Scheme of Arrangement has been approved by the High Court, the Scheme of Arrangement will become effective upon registration of the Order by the Registrar of Companies in England and Wales, which is expected to occur on 20 July 2005. Unless the Scheme becomes effective by 31 December 2005, or such later date as Shell Transport and Royal Dutch may agree and the High Court may allow, the Scheme of Arrangement will not become effective and the Transaction will not proceed, in which event the position of the holders of Shell Transport Ordinary Shares and Shell Transport Bearer Warrants will remain unchanged. If the Scheme of Arrangement does come into effect, it is binding on all holders of Shell Transport Ordinary Shares and on Shell Transport. In seeking to preserve the current tax treatment of dividends for Shell Transport Ordinary Shareholders, it is intended that holders of ‘‘B’’ Shares would receive dividends having a UK source rather than dividends having a Dutch source to the extent that dividend payments having a UK source are received pursuant to the Dividend Access Mechanism. Dividend income having a UK source paid through the Dividend Access Mechanism would not be subject to Dutch withholding tax. The other rights attaching to ‘‘B’’ Shares will be identical to those attaching to the ‘‘A’’ Shares received by tendering holders of Royal Dutch Shares. It is expected that the Scheme of Arrangement will become effective on 20 July 2005, and trading in the ‘‘B’’ Shares issued pursuant to the Scheme of Arrangement and in ‘‘B’’ ADRs arising from the Scheme of Arrangement will commence on 20 July 2005. Shell Transport has been advised by its legal advisers that the High Court would be unlikely to approve or impose any amendment to the Scheme of Arrangement which might be material to the interests of Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants unless Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants were informed of any such amendment. It will be a matter for the High Court to decide, in its discretion, whether or not a further meeting of Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants should be held or consent obtained, as the case may be. If the High Court does approve or impose any amendment to the Scheme of Arrangement which, in the opinion of the directors of Shell Transport, is such as to require the consent of any class of Shell Transport Shareholders, the directors of Shell Transport will not take the necessary steps to enable the Scheme of Arrangement to become effective unless and until such consent is obtained.

175 Conditions to the Scheme of Arrangement

The Scheme of Arrangement is conditional upon:

(i) the approval by a majority in number representing three-fourths in value of the Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants present and voting, either in person or by proxy, at the Court Meeting;

(ii) the passing of the special resolution required to approve and implement the Scheme and the associated reduction of capital and to amend the Shell Transport articles of association as set out in the notice of the Shell Transport EGM;

(iii) the passing of the special resolutions for the cancellation and repayment of the Shell Transport First Preference Shares and the Shell Transport Second Preference Shares as set out in the notice of the Shell Transport EGM;

(iv) the admission to the Official List of the ‘‘A’’ Shares and the ‘‘B’’ Shares becoming effective in accordance with the Listing Rules or (if Royal Dutch Shell and Shell Transport so determine and subject to the consent of the Panel on Takeover and Mergers) the UK Listing Authority agreeing or confirming its decision to admit such ‘‘A’’ Shares and ‘‘B’’ Shares to the Official List, and the London Stock Exchange agreeing to admit such ‘‘A’’ Shares and ‘‘B’’ Shares to trading, subject only to (a) the re-classification of the appropriate number of Euro Deferred Shares as ‘‘A’’ Shares, (b) the allotment of ‘‘B’’ Shares and/or (c) the Scheme of Arrangement becoming effective;

(v) the ‘‘A’’ Shares and the ‘‘B’’ Shares being authorised for listing on Euronext Amsterdam, subject to the Royal Dutch Offer being declared unconditional (gestanddoening);

(vi) the Royal Dutch Shell ADRs to be issued in connection with the Transaction being approved for listing on the New York Stock Exchange, subject to ofﬁcial notice of issuance;

(vii) all necessary ﬁlings or applications having been made in connection with the Transaction and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Transaction;

(viii) the conditions to the Royal Dutch Offer (other than the Scheme Condition) having been satisﬁed or waived by Royal Dutch Shell on or before the date on which the Order is made or, if later, the date on which the Order is expressed to take effect;

(ix) the sanction (with or without modiﬁcation) by the High Court of the reduction of capital involved in the cancellation and repayment of the Shell Transport First Preference Shares and Shell Transport Second Preference Shares and the registration by the Registrar of Companies in England and Wales of the order conﬁrming the reduction of capital relating to the Shell Transport First Preference Shares and the Shell Transport Second Preference Shares; and

(x) the sanction (with or without modiﬁcation) by the High Court of the Scheme and the registration by the Registrar of Companies in England and Wales of the Order.

The conditions in clauses (i), (ii), (viii) and (x) above may not be waived. Shell Transport has agreed in the Implementation Agreement not to waive the conditions of the Scheme or to determine whether such conditions have been satisﬁed without the prior written consent of Royal Dutch.

176 O U48204 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO ITALY OR JAPAN.

INFORMATION FOR INVESTORS RESIDENT IN NEW ZEALAND AND OTHER JURISDICTIONS IS SET OUT ON PAGE 2 OF THESE LISTING PARTICULARS.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from a financial adviser authorised pursuant to FSMA if you are in the United Kingdom or, if you are not, from another appropriately authorised financial adviser.

Subject to the restrictions set out below, if you have sold or transferred all of your Royal Dutch Shares, Shell Transport Ordinary Shares, Shell Transport Bearer Warrants, Shell Transport First Preference Shares, Shell Transport Second Preference Shares and/or Shell Transport ADRs, please forward this document, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward delivery to the purchaser or transferee. A copy of this document, which comprises (i) listing particulars relating to Royal Dutch Shell in accordance with the Listing Rules made under 6.B.3 section 74 of FSMA, and (ii) a prospectus in accordance with article 8(1) of the Euronext Listing Rules, has been delivered to the Registrar of Companies for registration in accordance with section 83 of FSMA. These Listing Particulars have been prepared for the purposes of complying with English law and Dutch law and the rules of the UK Listing Authority and Euronext Amsterdam and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside England and The Netherlands. This document has been prepared, so far as possible, on the assumption that the Transaction has been implemented in accordance with its terms.

As well as comprising listing particulars and a prospectus this document will, if it is so regarded by the UK Listing Authority and the AFM on or about 1 July 2005, also comprise a document equivalent to a prospectus for the purposes of compliance with Articles 4(2)(c) and 4(2)(d) of Directive 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading. A3/6.1 Applications have been made for the Royal Dutch Shell Shares to be admitted to the Official List of the UK Listing Authority and to trading on the 3.14A market for listed securities of the London Stock Exchange. Application has also been made for the Royal Dutch Shell Shares to be listed on 3.22a Euronext Amsterdam. It is expected that Admission will become effective and dealings will commence in Royal Dutch Shell Shares at 8.00 a.m. 6.B.1 (London time) (9.00 a.m. Amsterdam time) on 20 July 2005. 6.B.13 6.B.18 A1/5.1.1 3.02 A1/5.1.4 Royal Dutch Shell plc 6.B.5(a) (incorporated in England and Wales under the 6.C.1 Companies Act with registered number 04366849) 6.C.2 Listing Particulars 6.C.4 in respect of the Introduction of its ‘‘A’’ Shares and ‘‘B’’ Shares to the Official List of the UK Listing Authority and to trading on the market for listed securities of the London Stock Exchange and to Eurolist by Euronext Amsterdam Sponsors for the Introduction to the Official List are Citigroup and Rothschild. Listing agents for the Introduction to Euronext Amsterdam are ABN AMRO, Citigroup and Rothschild.

Citigroup Global Markets Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sponsor, co-listing agent and ﬁnancial adviser to Royal Dutch Shell and as ﬁnancial adviser to Royal Dutch and Shell Transport and no one else in connection with the Transaction and the Introduction and will not be responsible under the provisions of FSMA or any regulations made thereunder to anyone other than Royal Dutch Shell, Royal Dutch and Shell Transport for providing the protections afforded to clients of Citigroup, or for providing advice in relation to the Transaction and the Introduction.

NM Rothschild & Sons Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sponsor, co-listing agent and ﬁnancial adviser to Royal Dutch Shell and as ﬁnancial adviser to Royal Dutch and Shell Transport and no one else in connection with the Transaction and the Introduction and will not be responsible under the provisions of FSMA or any regulations made thereunder to anyone other than Royal Dutch Shell, Royal Dutch and Shell Transport for providing the protections afforded to clients of Rothschild, or for providing advice in relation to the Transaction and the Introduction.

ABN AMRO Bank N.V. is acting for Royal Dutch Shell and Royal Dutch (and has provided certain ﬁnancial services, and may continue to provide certain ﬁnancial or investment banking services, to Royal Dutch Shell, including acting as Dutch exchange agent in the Royal Dutch Offer, co-listing agent in connection with the listing of the ‘‘A’’ Shares and the ‘‘B’’ Shares on Euronext Amsterdam and paying agent) and no one else in connection with the Transaction and the Introduction and will not be responsible under the provisions of FSMA or any regulations made thereunder to anyone other than Royal Dutch Shell and Royal Dutch for providing the protections afforded to clients of ABN AMRO, or for providing advice in relation to the Transaction and the Introduction.

Deutsche Bank AG London, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Shell Transport and no one else in connection with the Transaction and will not be responsible under the provisions of FSMA or any regulations made thereunder to anyone other than Shell Transport for providing the protections afforded to clients of Deutsche Bank, or for providing advice in relation to the Transaction. Each of Citigroup, Rothschild, ABN AMRO and Deutsche Bank has given and not withdrawn its consent to the publication of this document with the inclusion herein of the references to their respective names in the form and context in which they appear. INFORMATION FOR INVESTORS OTHER THAN IN THE NETHERLANDS AND ENGLAND THE ROYAL DUTCH OFFER HAS BEEN MADE IN ACCORDANCE WITH THE LAWS OF THE NETHERLANDS AND THE US AND THE SCHEME IS BEING IMPLEMENTED IN ACCORDANCE WITH THE LAWS OF ENGLAND. ROYAL DUTCH SHELL MAY NOT BE SUBJECT TO NEW ZEALAND LAW, AND CONTRACTS IN RESPECT OF ROYAL DUTCH SHELL SHARES MAY NOT BE ENFORCEABLE IN NEW ZEALAND COURTS. THIS DOCUMENT IS NOT A PROSPECTUS REGISTERED UNDER NEW ZEALAND LAW AND MAY NOT CONTAIN ALL THE INFORMATION THAT A NEW ZEALAND REGISTERED PROSPECTUS IS REQUIRED TO CONTAIN. The Royal Dutch Offer is not to be made in New Zealand and may not be accepted by persons in New Zealand except as set out below. No prospectus has been registered with the New Zealand Registrar of Companies in accordance with the Securities Act 1978 (New Zealand) (the ‘‘New Zealand Securities Act’’). Accordingly, neither the Royal Dutch Offer Document nor any other offering materials or advertisement in relation to the Royal Dutch Offer may be received by a person in New Zealand nor may Royal Dutch Shell Shares be offered directly or indirectly in New Zealand except in circumstances where there is no contravention of the New Zealand Securities Act (or any statutory modification or re-enactment of, or statutory substitution for, the New Zealand Securities Act). This document must not be distributed in whole or in part into Japan. This document and other documents related to the Transaction may not be electronically provided to, nor accessed by, residents of Japan or persons who are in Japan. Copies of this document and any other documents related to the Transaction are not being, and must not be, mailed or otherwise distributed or sent to any person or company in or from Japan. Persons receiving this document (including custodians, nominees and trustees) or other documents related to the Transaction must not distribute or send them to any person or company in or from Japan. The Royal Dutch Offer and the Scheme are not being made, directly or indirectly, in or into or by the use of the mails or any other means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or internet) of interstate or foreign commerce of, or any such facilities of a national securities exchange of, Japan, and are not capable of acceptance by any such use, means, instrumentality or facilities from or within Japan. The proposals are not being made to residents of Japan or in Japan. The Royal Dutch Offer and the Scheme have not been notified to the Commissione Nazionale per le Societa’ e la Borsa pursuant to applicable Italian securities laws and implementing regulations. Absent such notification, no public offer can be carried out in the Republic of Italy. Consequently, (i) this document, and accompanying documents (ii) the Royal Dutch Offer Document and the documents relating to the Royal Dutch Offer and (iii) the Scheme Document and any other documents relating to the Scheme, have not been, and cannot be, disclosed to any Italian residents or person or entity in the Republic of Italy and no other form of solicitation has been, and can be, carried out in the Republic of Italy. This document, the Royal Dutch Offer Document, the Scheme Document, the notices of the Court Meeting and the Shell Transport EGM, the accompanying and related documents, may not be mailed, distributed, disseminated or otherwise disclosed to any Italian residents or person or entity in the Republic of Italy. Royal Dutch Shares may not be tendered by Italian residents or persons or entities in the Republic of Italy and Royal Dutch Shell may not accept shares thus tendered. In addition, the distribution of this document in jurisdictions other than The Netherlands, England or the US may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. US SECURITIES LAWS The ‘‘B’’ Shares to be issued to Shell Transport Ordinary Shareholders (including to the Shell Transport ADR Depositary in respect of the ‘‘B’’ ADRs to be received by holders of Shell Transport ADRs) and to holders of Shell Transport Bearer Warrants under the Scheme have not been, and are not required to be, registered with the SEC under the US Securities Act or any United States state securities laws. ‘‘B’’ Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Shell Transport Ordinary Shareholders, holders of Shell Transport Bearer Warrants and holders of Shell Transport ADRs who are or will be ‘‘affiliates’’ (as such term is defined in Rule 144 of the US Securities Act) (‘‘Restricted Affiliates’’) of Shell Transport prior to, or of Royal Dutch Shell after, the Effective Date will be subject to certain United States transfer restrictions relating to ‘‘B’’ Shares received under the Scheme. Neither the SEC nor any United States state securities commission has approved or disapproved the ‘‘B’’ Shares or passed upon the accuracy or adequacy of this document, the Shell Transport Scheme Documents, the Royal Dutch Offer Document or any accompanying document. Any representation to the contrary is a criminal offence in the United States. This document contains forward-looking statements, i.e. statements that are based on Royal Dutch Shell’s management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. These forward-looking statements are subject to the risk factors described herein and other risk factors associated with the oil, gas, power, chemicals and renewables business as well as risks related to the Transaction. It is believed that the expectations reflected in these statements are reasonable, but they may be affected by a variety of variables which could cause actual results, trends or reserves replacement to differ materially, including, but not limited to: the failure of the conditions to the Transaction being satisfied (including the failure of the Royal Dutch general meeting of shareholders to approve the Implementation Agreement and of Shell Transport Shareholders to approve the Scheme); the costs related to the Transaction; the failure of the Transaction to achieve the expected benefits; changes in dividend policy; the development of the trading market in Royal Dutch Shell Shares; the accounting implications of the Transaction; tax treatment of dividends paid to shareholders and other factors affecting the Royal Dutch/Shell Group generally, including, but not limited to, price fluctuations, actual demand, currency fluctuations, drilling and production results, reserve estimates, loss of market, industry competition, environmental risks, physical risks, risks associated with the identification of suitable potential acquisition properties and targets and successful negotiation and consummation of such transactions, the risk of doing business in developing countries, legislative, fiscal and regulatory developments including potential litigation and regulatory effects arising from recategorisation of reserves, economic and financial market conditions in various countries and regions, political risks, project delay or advancement, approvals and cost estimates. Each forward-looking statement speaks only as of the date of the particular statement. None of Royal Dutch Shell, Royal Dutch, Shell Transport nor any member of the Royal Dutch/Shell Group undertakes any obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or other information, although such forward-looking statements will be updated if required by the Listing Rules, the Euronext Listing Rules or in accordance with such regulations as come into force pursuant to Directive 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading. In light of these

2 risks, the results of Royal Dutch Shell, Royal Dutch, Shell Transport, the Royal Dutch/Shell Group or the RDS Group could differ materially from the forward-looking statements contained in this document. Please refer to Part II of these Listing Particulars for a description of certain important factors, risks and uncertainties that may affect the RDS Group’s businesses.

3 TABLE OF CONTENTS

PART I SUMMARY 7 1. Introduction 7 2. Background to and reasons for the Transaction 7 3. Summary of Transaction terms 8 4. Key information 9 5. Information concerning Royal Dutch Shell 14 6. Operating and financial review 14 7. Share buy back programme 14 8. Reserves 14 9. Other signiﬁcant proceedings 15 10. Directors and senior management 16 11. Additional information 16 PART II RISK FACTORS 18 1. Risks related to the Transaction 18 2. Risks related to the Dividend Access Mechanism 20 3. Risks related to the RDS Group’s businesses 20 PART III PERSONS RESPONSIBLE AND ADVISERS 22 1. Persons responsible 22 2. Directors, secretary and advisers of Royal Dutch Shell 22 PART IV OFFER STATISTICS AND EXPECTED TIMETABLE 25 1. Introduction to the Transaction 25 2. Summary of Transaction terms 25 3. Implementation 27 4. Expected timetable 29 PART V KEY INFORMATION 31 1. Background to and reasons for the Transaction 31 2. Selected financial information 32 3. Working capital statement 34 4. Capitalisation and indebtedness 34 5. Capital resources and liquidity 36 6. Current trading and prospects 37 7. Pre-emption rights 37 PART VI INFORMATION ON ROYAL DUTCH SHELL 38 1. History and development 38 2. Headquarters, general meetings, shareholder publications and arbitration 39 3. Financial reporting and accounting treatment 40 4. Application of City Code 41 5. Business overview of the Royal Dutch/Shell Group 41 6. Organisational structure 43 7. Principal investments 44 8. Property, plant and equipment 45 9. Principal establishments 45 10. Royal Dutch Shell Share Plans and continuing Royal Dutch/Shell Group Share Plans 45

4 PART VII INFORMATION CONCERNING THE ROYAL DUTCH SHELL SHARES 60 1. Description of types and classes of Royal Dutch Shell Shares 60 2. Legislation under which the Royal Dutch Shell Shares have been created 60 3. Listings 60 4. Initial settlement 61 5. Trading 65 6. Manner of holding Royal Dutch Shell Shares 65 7. Voting rights and mechanics 67 8. Dividends 68 9. Description of other rights attached to the Royal Dutch Shell Shares 73 10. Royal Dutch Shell ADRs 75 11. Description of restrictions on free transferability 77 12. Mandatory bids, squeeze-out and sell-out rules in relation to Royal Dutch Shell Shares 77 13. Public takeover bids occurring in the last and current ﬁnancial years 78 14. Taxation 78 15. Resolutions, authorisations and approvals relating to the ‘‘A’’ Shares and the ‘‘B’’ Shares 78 PART VIII OPERATING AND FINANCIAL REVIEW 80 1. Overview 80 2. Summary of Group results 86 3. Exploration and Production 88 4. Gas & Power 96 5. Oil Products 99 6. Chemicals 102 7. Other industry segments and corporate 105 8. Liquidity and capital resources 106 9. Other matters 110 10. Critical accounting estimates 114 11. Controls and procedures 117 12. Principal accountants fees and services 122 PART IX EXPLORATION AND PRODUCTION AND RESERVES 123 1. Exploration and Production 123 2. Proved reserves (Unaudited) 137 3. Probable reserves 151 PART X GAS & POWER, OIL PRODUCTS AND CHEMICALS 152 1. Gas & Power 152 2. Oil Products 156 3. Chemicals 159 PART XI DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 162 1. Directors and senior management 162 2. Executive directors’ service contracts and emoluments 170 3. Non-executive directors’ letters of appointment and fees 177 4. Board practices 179 5. Employees 182 6. Royal Dutch/Shell Group Share Plans 183 PART XII FINANCIAL INFORMATION RELATING TO ROYAL DUTCH SHELL 188 PART XIII FINANCIAL INFORMATION RELATING TO THE ROYAL DUTCH/SHELL GROUP 202

5 PART XIV FINANCIAL INFORMATION RELATING TO ROYAL DUTCH 261 PART XV FINANCIAL INFORMATION RELATING TO SHELL TRANSPORT 281 PART XVI UNAUDITED CONDENSED INTERIM FINANCIAL INFORMATION RELATING TO ROYAL DUTCH SHELL, THE ROYAL DUTCH/SHELL GROUP, ROYAL DUTCH AND SHELL TRANSPORT 305 1. Unaudited first quarter 2005 financial report relating to Royal Dutch Shell 305 2. Unaudited first quarter 2005 financial report relating to the Royal Dutch/Shell Group 315 3. Unaudited first quarter 2005 financial report relating to Royal Dutch 346 4. Unaudited first quarter 2005 financial report relating to Shell Transport 358 PART XVII UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION RELATING TO THE RDS GROUP AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2004 370 PART XVIII UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION RELATING TO THE RDS GROUP AS AT AND FOR THE THREE MONTHS ENDED 31 MARCH 2005 385 PART XIX LITIGATION 400 1. Alleged ground water contamination 400 2. Alleged exposure to DBCP 401 3. Product liability 402 4. Recategorisation of reserves 402 PART XX FURTHER DETAILS OF THE TRANSACTION 404 1. Detailed background of the Transaction 404 2. Reasons for the Transaction 412 3. Conditions to the Royal Dutch Offer and the Scheme 414 4. Royal Dutch Priority Shares 416 5. Cancellation and repayment of Shell Transport Preference Shares 417 6. Reduction of capital 418 PART XXI ADDITIONAL INFORMATION 419 1. Share capital of Royal Dutch Shell 419 2. Share capital of Royal Dutch 420 3. Share capital of Shell Transport 421 4. Interests of natural and legal persons involved in the Transaction 422 5. Major shareholders and related party transactions 424 6. Memorandum of association 425 7. Articles of association 426 8. Political donations 435 9. Material contracts 435 10. Significant changes 439 11. Exchange controls 439 12. United Kingdom tax 439 13. Dutch tax 442 14. Bases and sources 445 15. General 446 16. Documents available for inspection 447 PART XXII DEFINITIONS 449

6 PART I

SUMMARY THE FOLLOWING INFORMATION IS EXTRACTED FROM, AND SHOULD BE READ AS AN INTRODUCTION TO AND IN CONJUNCTION WITH, THE FULL TEXT OF THESE LISTING PARTICULARS. Any investment decision relating to the Royal Dutch Offer or the Scheme should be based on consideration of these Listing Particulars as a whole, in addition to consideration of, as appropriate, the Royal Dutch Offer Document or the Shell Transport Scheme Documents. Where a claim relating to information contained in these Listing Particulars is brought before a Court, a plaintiff investor might, under the national legislation of the EEA States, have to bear the costs of translating these Listing Particulars before legal proceedings are initiated. Civil liability attaches to those persons who are responsible for this summary, including any translation of this summary, but only if this summary is misleading, inaccurate or inconsistent when read together with other parts of these Listing Particulars.

1. Introduction On 28 October 2004, the Royal Dutch Boards and the Shell Transport Board announced that they had unanimously agreed, in principle, to propose to shareholders the uniﬁcation of Royal Dutch and Shell Transport under a single parent company, Royal Dutch Shell, a company incorporated in England and Wales and headquartered and resident in The Netherlands for Dutch and UK tax purposes. Royal Dutch Shell has a single tier board of directors chaired by a non-executive Chairman, Aad Jacobs. The executive management will be led by a single Chief Executive, Jeroen van der Veer. A diagramatic representation of the effect of the Transaction appears below: Before After

(1) Shareholders Shareholders Shareholders

Royal Dutch Shell Transport Royal Dutch Shell and its subsidiaries and subsidiary undertakings 60% 40%

Royal Dutch/Shell Group of companies

2. Background to and reasons for the Transaction 2.1 Background In 2004, a review of the structure and overall governance of Royal Dutch, Shell Transport and the Royal Dutch/Shell Group was carried out. The terms of reference of the review were to consider: ) how to simplify the Royal Dutch Boards, the Shell Transport Board and the boards of the Royal Dutch/Shell Group holding companies and the management structures of the Royal Dutch/Shell Group; ) how decision-making processes and accountability could be improved; and ) ways in which effective leadership for the Royal Dutch/Shell Group could be enhanced.

7 2.2 Reasons The Royal Dutch Boards and the Shell Transport Board believe that the Transaction and the governance proposals will deliver signiﬁcant beneﬁts, including:

) Increased clarity and simplicity of governance A clearer and simpler governance structure, including a single, smaller board and a simpliﬁed senior management structure with a single non-executive Chairman, a single Chief Executive and clear lines of authority.

) Increased management efﬁciency Increased efﬁciency of decision-making and management processes generally, including through the elimination of dual corporate headquarters in favour of a single corporate headquarters, the elimination of duplication and the centralisation of functions.

) Increased accountability The fact that the Executive Committee will report through the Chief Executive to a single board with a single non-executive Chairman is expected to improve the accountability of the board and management to all shareholders and to clarify lines of authority.

) Flexibility in issuing equity and debt Having a single publicly traded entity is expected to facilitate equity and debt issuances, including on an SEC-registered basis.

3. Summary of Transaction terms The Transaction will result in Royal Dutch Shell becoming the parent company of Royal Dutch and Shell Transport and is to be effected by (i) an exchange offer by Royal Dutch Shell for the Royal Dutch Shares; and (ii) a scheme of arrangement of Shell Transport under section 425 of the Companies Act. The terms of the Transaction reﬂect the current 60:40 ownership of the Royal Dutch/Shell Group by Royal Dutch and Shell Transport. The Transaction seeks to ensure that investors are offered Royal Dutch Shell Shares or Royal Dutch Shell ADRs representing the equivalent economic interest in the RDS Group on implementation of the Transaction as their existing shares or ADRs represent in the Royal Dutch/Shell Group. Royal Dutch Shell will have two classes of ordinary shares, ‘‘A’’ Shares and ‘‘B’’ Shares. With the exception of holders of Royal Dutch New York Registered Shares who are being offered ‘‘A’’ ADRs, Royal Dutch Shareholders are being offered ‘‘A’’ Shares under the Royal Dutch Offer. Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants are being offered ‘‘B’’ Shares under the Scheme and holders of Shell Transport ADRs are being offered ‘‘B’’ ADRs. The ‘‘A’’ Shares and the ‘‘B’’ Shares will have identical rights except in relation to the Dividend Access Mechanism (see paragraph 4.7 of this Part I) by which dividends having a UK source are intended to be paid to the holders of ‘‘B’’ Shares. Investors will receive:

) for each Royal Dutch Bearer Share or Royal Dutch Hague 2 ‘‘A’’ Shares Registered Share tendered:

) for each Royal Dutch New York Registered Share tendered: 1 ‘‘A’’ ADR

) for each Shell Transport Ordinary Share: 0.287333066 ‘‘B’’ Shares

) for each Shell Transport ADR: 0.861999198 ‘‘B’’ ADRs

8 The Transaction is to be implemented in accordance with an Implementation Agreement dated 18 May 2005 and is subject to a number of conditions which include: ) the passing of a resolution by the Royal Dutch annual general meeting approving the Implementation Agreement; ) the number of Royal Dutch Shares that have been validly tendered for exchange before the expiry of the Royal Dutch Offer Acceptance Period and that have not been withdrawn representing at least 95 per cent. of the issued share capital of Royal Dutch that is then outstanding; ) approval of the Scheme, at the Court Meeting, by a majority in number representing three- fourths in value of those Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants present and voting, either in person or by proxy; ) the passing at the Shell Transport EGM of special resolutions approving (i) the cancellation and repayment of the Shell Transport Preference Shares, and (ii) the Scheme; ) the admission of the Royal Dutch Shell Shares to the Ofﬁcial List and to trading on the London Stock Exchange, the listing of the Royal Dutch Shell Shares on Euronext Amsterdam and the listing of the Royal Dutch Shell ADRs on the NYSE; and ) the sanction (with or without modiﬁcation) of: (i) the cancellation and repayment of the Shell Transport Preference Shares; and (ii) the Scheme, by the High Court. The shareholder meetings of Royal Dutch and Shell Transport referred to above will take place on 28 June 2005.

4. Key information The ﬁnancial information set out below has been extracted without material adjustment from Parts XIII, XVI, XVII and XVIII of these Listing Particulars. Investors should read the whole of these Listing Particulars and not just rely on key or summarised information.

9 4.1 Summary historical ﬁnancial information Presented below is summary historical ﬁnancial information for the Royal Dutch/Shell Group prepared in accordance with US GAAP as at and for the years ended 31 December 2002, 2003 and 2004.

Income statement data (year ended 31 December) $ million 2003 2002 2004 As restated As restated Sales proceeds 337,522 263,889 218,287 Sales taxes, excise duties and similar levies (72,332) (65,527) (54,834) Net proceeds 265,190 198,362 163,453 Cost of sales (221,678) (165,147) (135,658) Gross profit 43,512 33,215 27,795 Selling and distribution expenses (12,340) (11,409) (9,617) Administrative expenses (2,516) (1,870) (1,587) Exploration (1,823) (1,475) (1,052) Research and development (553) (584) (472) Operating profit of Group companies 26,280 17,877 15,067 Share of operating profit of associated companies 5,653 3,446 2,792 Operating profit 31,933 21,323 17,859 Interest and other income 1,705 1,967 748 Interest expense (1,214) (1,324) (1,291) Currency exchange gains/(losses) (39) (231) (25) Income before taxation 32,385 21,735 17,291 Taxation (15,136) (9,349) (7,647) Income after taxation 17,249 12,386 9,644 Income applicable to minority interests (626) (353) (175) Income from continuing operations 16,623 12,033 9,469 Income from discontinued operations, net of tax 1,560 25 187 Cumulative effect of a change in accounting principle, net of tax — 255 — Net income 18,183 12,313 9,656

Assets and liabilities data (as at 31 December) Total ﬁxed and other long-term assets 130,963 125,946 111,476 Net current assets/(liabilities) 1,184 (10,813) (13,546)

Total debt (long-term and short-term) 14,422 20,127 19,691 Royal Dutch’s and Shell Transport’s interest in Royal Dutch/Shell Group net assets 84,576 72,497 60,276 Minority interests 5,309 3,415 3,568 Capital employed 104,307 96,039 83,535

10 Presented below is summary historical financial information for the Royal Dutch/Shell Group as at and for the quarter ended 31 March 2005 prepared in accordance with accounting policies which are in accordance with the recognition and measurement requirements of those IFRS and IFRIC interpretations issued by the IASB that are effective or will be early adopted at 31 December 2005. $ million Quarter ended 31 March 2005 Income statement data Sales proceeds 90,068 Sales taxes, excise duties and similar levies (17,912) Revenue 72,156 Cost of sales (58,565) Gross profit 13,591 Selling and distribution expenses (3,164) Administrative expenses (370) Exploration (261) Share of profit of equity accounted investments 1,573 Net finance costs (83) Other income 5 Income before taxation 11,291 Taxation (4,273) Income from continuing operations 7,018 Income from discontinued operations (214) Income for the period 6,804

Attributable to minority interests 131 Income attributable to Royal Dutch and Shell Transport 6,673

$ million As at 31 March 2005 Assets and liabilities data Total non-current assets 123,905 Total net current assets 5,003 Total debt 13,732 Equity attributable to Royal Dutch and Shell Transport 83,662 Minority interests 5,677 Capital employed 103,071

4.2 Summary unaudited pro forma combined financial information Presented below is summary unaudited pro forma combined financial information for the RDS Group prepared in accordance with US GAAP as at and for the year ended 31 December 2004. $ million Year ended 31 December 2004 (except per share amounts) Income statement data Sales proceeds — Gross 337,522 Sales proceeds — Net 265,190 Operating profit 31,816 Interest and other income 1,730 Interest expense (1,213) Income before taxation 32,294 Net income 18,091 Earnings per share ($) Basic 2.67 Diluted 2.67

11 $ million As at 31 December 2004 Assets and liabilities data Total ﬁxed and other long-term assets 130,963 Net current assets 7,033

Total debt (long-term and short-term) 14,362 Shareholders’ equity 90,425 Presented below is summary unaudited pro forma combined financial information for the RDS Group as at and for the quarter ended 31 March 2005 prepared in accordance with accounting policies which are in accordance with the recognition and measurement requirements of those IFRS and IFRIC interpretations issued by the IASB that are effective or will be early adopted at 31 December 2005. $ million Quarter ended 31 March 2005 (except per share amounts) Income statement data Sales proceeds — Gross 90,068 Revenue 72,156 Gross profit 13,591 Net finance cost and other income (68) Income before taxation 11,227 Income for the period attributable to equity holders 6,608 Earnings per share ($) Basic 0.98 Diluted 0.98

$ million As at 31 March 2005 Assets and liabilities data Total non-current assets 123,905 Total net current assets 7,992

Total debt 13,694 Total equity 92,328

4.3 Working capital statement Royal Dutch Shell is of the opinion that the working capital available to the RDS Group is sufﬁcient for its present requirements, that is for at least the period from the date of this document until 1 July 2006.

4.4 Capitalisation and indebtedness As at 31 March 2005, the entities that will comprise the RDS Group had combined outstanding borrowings and indebtedness in the nature of borrowings of US$13.7 billion comprising medium-term notes of US$4.7 billion, commercial paper borrowings of US$2.6 billion, tolling and similar liabilities of US$3.0 billion, and other indebtedness of US$3.4 billion. Of this amount, US$5.7 billion was repayable in less than one year. As at 31 March 2005, the entities that will comprise the RDS Group had combined cash and cash equivalents balances totalling US$10.1 billion. The combined net indebtedness of the entities that will comprise the RDS Group as at 31 March 2005 was US$3.6 billion. As set out in the unaudited pro forma combined ﬁnancial information set out in Part XVIII of these Listing Particulars, as at 31 March 2005, the combined Royal Dutch Shell shareholders’ equity would have been US$92.3 billion.

4.5 Listings and admission to trading Applications have been made for the Royal Dutch Shell Shares to be admitted to the Ofﬁcial List and to trading on the London Stock Exchange and to listing on Euronext Amsterdam. The listing of Royal Dutch Shell ADRs on the NYSE has been approved, subject to ofﬁcial notice of issuance. It is expected that trading will commence on 20 July 2005.

12 4.6 Dividend policy The Royal Dutch Shell Board will seek to increase dividends at least in line with inﬂation over time. Dividends will be declared in euro and paid on a quarterly basis. Dividends declared on ‘‘A’’ Shares will be paid in euro, although holders of ‘‘A’’ Shares will be able to elect to receive dividends in Pounds Sterling. Dividends declared on ‘‘B’’ Shares will be paid in Pounds Sterling, although holders of ‘‘B’’ Shares will be able to elect to receive dividends in euro. Holders of Royal Dutch Shell ADRs will receive payment in US dollars and will not be able to elect to receive dividends in any other currency.

4.7 Dividend Access Mechanism To facilitate the preservation of the current tax treatment of dividends paid to Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants, dividends to be received by holders of ‘‘B’’ Shares are intended to have a UK source. This will be achieved by paying dividends to which they are entitled through the Dividend Access Mechanism. The Dividend Access Mechanism has been approved by the Dutch Revenue Service. Dividends to be received by holders of ‘‘A’’ Shares will have a Dutch source.

4.8 Risk factors Investors should consider carefully the risks and uncertainties listed below. These risks and uncertainties are not the only ones facing the RDS Group. If any or a combination of these risks actually occurs, the price of the Royal Dutch Shell Shares and Royal Dutch Shell ADRs could decline and investors may lose all or part of their investment.

(a) Risks related to the Transaction ) Trading price ﬂuctuation of, and price differences between, Royal Dutch Shell Shares and/or Royal Dutch Shell ADRs. ) Failure to realise the anticipated beneﬁts of the Transaction. ) The dividend policy of Royal Dutch Shell may in future be different to those of Royal Dutch and Shell Transport. ) The Royal Dutch Shell Articles are different to the Royal Dutch Articles and the Shell Transport Articles. ) Accounting policies may require adjustment if there are changes to IFRS standards or interpretations.

(b) Risks related to the Dividend Access Mechanism ) Discontinuance of the Dividend Access Mechanism at any time at the sole discretion (subject to any regulatory requirements) of Royal Dutch Shell or Shell Transport, resulting in any dividend received by holders of the ‘‘B’’ Shares having a Dutch source rather than a UK source. ) Insufﬁcient distributable reserves to pay any dividend on the Dividend Access Share (and on to the holders of ‘‘B’’ Shares).

(c) Risks related to the RDS Group’s business ) Prices for oil, natural gas, oil products and chemicals may ﬂuctuate. ) The operations and earnings of the entities that will comprise the RDS Group are subject to: — risks relating to currency ﬂuctuations and controls; — risks relating to the drilling and well production process and the ability to replace oil and gas reserves; — risks related to the estimation of reserves and ability to replace oil and gas reserves;

13 — economic and ﬁnancial market conditions; — environmental risks; — risks related to operational hazards, natural disasters and expropriation of property; — risk of change in legislation and ﬁscal and regulatory policies; and — risks of doing business in politically sensitive or unstable countries.

5. Information concerning Royal Dutch Shell Royal Dutch Shell’s registered ofﬁce is at Shell Centre, London SE1 7NA, UK and its headquarters are at Carel van Bylandtlaan 30, 2596 HR The Hague, The Netherlands, tel.: + 31 (0) 70 377 9111. Royal Dutch Shell is considered a resident of The Netherlands for Dutch and UK tax purposes. Present in more than 140 countries and territories around the world, Royal Dutch Shell and the other entities that will comprise the RDS Group are engaged in all the principal aspects of the oil and natural gas industry. The principal business divisions are Exploration and Production, Gas & Power and Oil Products and Chemicals.

6. Operating and financial review The Royal Dutch/Shell Group’s net income in 2004 was US$18.2 billion, an increase of 48 per cent. from 2003. The increase reﬂects higher realised oil and gas prices in Exploration and Production and higher LNG volumes and prices in Gas & Power as well as increases in reﬁning margins in Oil Products. Capital investment(1) in 2004 was US$14.9 billion compared with US$14.3 billion in 2003 and US$14.2 billion (excluding major acquisitions) in 2002. Gross proceeds from divestments in 2004 were US$7.6 billion compared with US$4.5 billion in 2003 and US$1.6 billion in 2002. At the end of 2004, the debt ratio(2) was 13.8 per cent. compared with 21 per cent. in 2003. Cash and cash equivalents were US$8.5 billion compared with US$2.0 billion in 2003 and US$1.6 billion in 2002.

7. Share buy back programme On 3 February 2005, it was announced that, given the strong cash and debt position of the Royal Dutch/ Shell Group at the end of 2004, the Royal Dutch and Shell Transport share buy back programme would be relaunched with a projected return of surplus cash to shareholders for 2005 in the range of US$3 billion to US$5 billion, subject to continued high oil prices. Royal Dutch Shell intends to continue the Royal Dutch and Shell Transport share buy back programme on this basis. Royal Dutch Shell expects to buy back ‘‘A’’ Shares in preference to ‘‘B’’ Shares considering, among other things, the relative tax treatment of buy backs of ‘‘A’’ Shares and ‘‘B’’ Shares.

8. Reserves As previously announced, two reserves assurance processes have been conducted, with the assistance of external consultants, in connection with the Royal Dutch/Shell Group’s oil and gas reserves. The ﬁrst process resulted in the removal from proved reserves of approximately 4.47 billion boe that were previously reported as at 31 December 2002. The second process resulted in the removal of approximately 1.37 billion boe that were previously reported as at 31 December 2003. As at 31 December 2004, the Royal Dutch/Shell Group’s proved oil and gas reserves were 11,883 million boe. Certain remedial actions designed to strengthen the controls relating to the reporting of proved reserves have been undertaken. Reserves replacement will affect the ability of the RDS Group to maintain or increase production levels in Exploration and Production, which in turn will affect the RDS Group’s cash ﬂow provided by operating activities and net income.

(1) Capital investment is capital expenditure, exploration expense and investments in associated companies. (2) The debt ratio is deﬁned as short-term plus long-term debt as a percentage of capital employed. Capital employed is the net assets of the Royal Dutch/Shell Group before deduction of minority interests, plus short-term and long-term debt.

14 In connection with the reserves recategorisation that occurred in 2004: ) putative shareholder class actions were filed against Royal Dutch, Shell Transport, Managing Directors of Royal Dutch, Managing Directors of Shell Transport, and the external auditors for Royal Dutch, Shell Transport and the Royal Dutch/Shell Group; ) putative shareholder class actions were filed on behalf of participants in various Shell Oil Company (‘‘SOC’’) qualified plans alleging that Royal Dutch, Shell Transport and various current and former officers and directors breached various fiduciary duties to employee participants imposed by the US Employee Retirement Income Security Act of 1974 (‘‘ERISA’’); and ) shareholder derivative actions were filed in June 2004. These actions are at an early stage. The Royal Dutch/Shell Group is in settlement discussions in respect of the ERISA and derivative actions. In addition, the SEC and the FSA issued formal orders of private investigation in relation to the reserves recategorisation which Royal Dutch and Shell Transport resolved by reaching settlements with the SEC and the FSA in accordance with which they agreed, among other things, to pay penalties of US$120 million to the SEC and £17 million to the FSA. The US Department of Justice has commenced a criminal investigation and Euronext Amsterdam, the AFM and the California Department of Corporations are investigating the issues relating to the reserves recategorisation.

9. Other significant proceedings 9.1 Alleged ground water contamination SOC (and affiliates) and other defendants have been sued by public and quasi-public water purveyors and government entities alleging responsibility for groundwater contamination caused by releases of gasoline containing oxygenate additives. Management’s current belief is that the outcome of the pending oxygenate-related litigation will not have a material impact on the RDS Group’s financial condition.

9.2 Alleged exposure to DBCP In 2002, a Nicaraguan court rendered a US$490 million judgment jointly against SOC and three other defendants (not affiliated) for claimed personal injuries resulting from alleged exposure to DBCP, a pesticide manufactured by SOC prior to 1978. There are five additional Nicaraguan judgements jointly against Shell Chemical Company and three other defendants (not affiliated). Management’s opinion is that these judgments are unenforceable in a US court as a matter of law and no provisions have been made for these judgments and related claims.

9.3 Product Liability Since 1984, SOC and others have been defendants in numerous product liability cases involving the failure of residential plumbing systems and municipal water distribution systems constructed with polybutylene plastic pipe. SOC has made provision for its anticipated funding needs until 2009 resulting from settlements of two class actions. Management’s opinion is that exposure from other pending polybutylene litigation is not material.

10. Directors and senior management 10.1 Directors of Royal Dutch Shell The Royal Dutch Shell Board comprises 10 non-executive directors (including the Chairman) and ﬁve executive directors as set out below: ) Aad Jacobs, Chairman ) Lord Kerr of Kinlochard, Deputy Chairman ) Jeroen van der Veer, Chief Executive

15 ) Peter Voser, Chief Financial Ofﬁcer

) Malcolm Brinded, Executive director

) Linda Cook, Executive director

) Rob Routs, Executive director

) Maarten van den Bergh, Non-executive director

) Sir Peter Burt, Non-executive director

) Mary (Nina) Henderson, Non-executive director

) Sir Peter Job, Non-executive director

) Wim Kok, Non-executive director

) Jonkheer Aarnout Loudon, Non-executive director

) Christine Morin-Postel, Non-executive director

) Lawrence Ricciardi, Non-executive director.

10.2 Board practices and senior management Royal Dutch Shell intends to comply fully with the corporate governance provisions contained in the Combined Code and applicable US law and NYSE listing standards.

Jeroen van der Veer will lead Royal Dutch Shell as Chief Executive. He is already acting as Group Chief Executive of the Royal Dutch/Shell Group. Reporting to him are: Peter Voser (Chief Financial Ofﬁcer), Malcolm Brinded (Exploration and Production), Linda Cook (Gas & Power) and Rob Routs (Oil Products and Chemicals). Jeroen van der Veer chairs an Executive Committee of Royal Dutch Shell comprising himself and the four other executive directors named above.

11. Additional information 11.1 Advisers Citigroup and Rothschild are acting as joint sponsors and ﬁnancial advisers in relation to the Introduction to the Ofﬁcial List. ABN AMRO, Citigroup and Rothschild are acting as co-listing agents in relation to the Introduction of Royal Dutch Shell Shares to Euronext Amsterdam.

The legal advisers of Royal Dutch Shell are De Brauw (Dutch law), Slaughter and May (English law) and Cravath (US law).

The auditors and reporting accountants of Royal Dutch Shell are PricewaterhouseCoopers LLP and KPMG Audit Plc.

11.2 Share capital Assuming full acceptance of the Royal Dutch Offer during the Royal Dutch Offer Acceptance Period, the authorised share capital of Royal Dutch Shell will, following Completion, consist of (i) £50,000 divided into 50,000 Sterling Deferred Shares of £1 each; and (ii) 0700,000,000 divided into 4,139,640,000 ‘‘A’’ Shares of 00.07 each; 2,759,360,000 ‘‘B’’ Shares of 00.07 each; and 3,101,000,000 unclassiﬁed shares of 00.07 each to be classiﬁed as ‘‘A’’ Shares or ‘‘B’’ Shares at the discretion of the Royal Dutch Shell directors. Any future issue of additional ‘‘B’’ Shares will only be made after prior consultation with the Dutch Revenue Service.

The rights of the ‘‘A’’ Shares and ‘‘B’’ Shares arising under the Royal Dutch Shell Articles will be identical, except in relation to the Dividend Access Mechanism.

16 11.3 Major shareholders and related party transactions As at 13 May 2005:

(i) the only person capable of exercising control over Royal Dutch Shell was Shell RDS Holding B.V. (formerly Shell Hydrocarbon Investments (VII) B.V.), a company owned equally by Royal Dutch and Shell Transport; and

(ii) as far as is known to Royal Dutch Shell, the only substantial holder (being a person, other than a Royal Dutch Shell director, who directly or indirectly, is interested in 3 per cent or more of the relevant share capital) of Royal Dutch Shares was The Capital Group International Inc. and the only substantial holders of Shell Transport Ordinary Shares were Capital Group Companies Inc., Legal & General Group Plc and Barclays Plc.

As far as is known to Royal Dutch Shell and based on information as at 13 May 2005, the only substantial holder of Royal Dutch Shell Shares following Completion (assuming full acceptance of the Royal Dutch Offer during the Royal Dutch Offer Acceptance Period) will be The Capital Group International Inc.

11.4 Memorandum and articles of association The primary object of Royal Dutch Shell is to carry on business as a holding company.

The Royal Dutch Shell Articles include:

) a requirement that the headquarters of Royal Dutch Shell should be in The Netherlands;

) provisions, summarised below, relating to arbitration and jurisdiction; and

) other provisions which are customary for a listed company incorporated in England and Wales.

The Royal Dutch Shell Articles are governed by English law. With one limited exception in relation to the payment of dividends declared by Royal Dutch Shell, all disputes arising out of or in connection with the Royal Dutch Shell Articles or otherwise involving Royal Dutch Shell and its shareholders or directors in their capacities as such are to be resolved by arbitration in The Hague, The Netherlands.

11.5 Significant changes There have been no significant changes in the financial or trading position of Royal Dutch Shell, Royal Dutch, Shell Transport or the Royal Dutch/Shell Group since 31 March 2005.

11.6 Costs of the Transaction The aggregate costs and expenses payable by the RDS Group in connection with the Transaction are estimated to amount to US$115 million.

11.7 Documents on display Copies of various documents will be available for inspection during normal business hours on Monday to Friday each week (public holidays excepted), from the date of publication of this document until the later of Admission or the end of the Subsequent Acceptance Period, if any, at Royal Dutch Shell’s registered office, at its headquarters, at the offices of Slaughter and May and at the offices of ABN AMRO and copies of certain of these documents will be made available free of charge upon request.

17 PART II

RISK FACTORS

A1/4 You should carefully consider the risks and uncertainties described below, in addition to the other A3/2 information in these Listing Particulars. These risks and uncertainties are not the only ones facing the RDS Group; additional risks and uncertainties not presently known to Royal Dutch Shell, or that Royal Dutch Shell now believes are immaterial, could also impair the businesses of the RDS Group. If any or a combination of these risks actually occurs, the business, ﬁnancial condition and operating results of the RDS Group could be adversely affected. If this occurs, the price of the Royal Dutch Shell Shares and/or Royal Dutch Shell ADRs could decline and you may lose all or part of your investment.

1. Risks related to the Transaction 1.1 Trading prices in Royal Dutch Shell Shares and/or Royal Dutch Shell ADRs may be subject to fluctuation If you hold Royal Dutch Shares and you tender your Royal Dutch Shares in the Royal Dutch Offer and the Royal Dutch Offer is consummated, or if you are a Shell Transport Ordinary Shareholder (or a holder of Shell Transport Bearer Warrants or Shell Transport ADRs) and the Scheme becomes effective, you will either receive Royal Dutch Shell Shares or Royal Dutch Shell ADRs. Before Completion, there will be no public market for Royal Dutch Shell Shares or Royal Dutch Shell ADRs. The trading prices of Royal Dutch Shell Shares and/or Royal Dutch Shell ADRs may be subject to wide fluctuations. Prices of Royal Dutch Shell Shares and/or Royal Dutch Shell ADRs may fluctuate as a result of a variety of factors beyond the control of Royal Dutch Shell including changes in business, operations and prospects, regulatory considerations and general market and economic conditions.

1.2 Failure to realise the perceived benefits of the Transaction Royal Dutch Shell may not realise the anticipated benefits of the Transaction. Royal Dutch and Shell Transport are proposing the Transaction because they believe it will result in, among other things, (i) increased clarity and simplicity of governance; (ii) increased management efficiency; (iii) increased accountability; and (iv) flexibility in issuing equity and debt. Royal Dutch Shell may encounter substantial difficulties in achieving these anticipated benefits and/or these anticipated benefits may not materialise.

1.3 ‘‘A’’ Shares and ‘‘B’’ Shares, and ‘‘A’’ ADRs and ‘‘B’’ ADRs, may trade at different prices Upon Completion, Royal Dutch Shell will have two classes of ordinary shares and two classes of ADRs outstanding. Each of these may trade at different prices based on, among other things, the fact that dividends to be received by holders of ‘‘A’’ Shares or ‘‘A’’ ADRs will have a Dutch source and dividends to be received by holders of ‘‘B’’ Shares or ‘‘B’’ ADRs are intended to have a UK source (pursuant to the Dividend Access Mechanism). Prices may also differ owing to differing levels of demand in different markets for reasons external to the RDS Group such as index inclusion and relative index performance.

1.4 Royal Dutch Shell’s dividend policy may be different from Royal Dutch’s and Shell Transport’s historical dividend policies There can be no assurance that following the Transaction Royal Dutch Shell will continue to declare dividends at the same rate as Royal Dutch and/or Shell Transport has in the past. In setting the level of the dividend, the Royal Dutch Shell Board will seek to increase dividends at least in line with inflation over time, with the base for the 2005 financial year being the dividends paid by Royal Dutch in respect of the financial year ended 31 December 2004. However, Royal Dutch Shell may change this dividend policy at any time following Completion.

Royal Dutch Shell intends to pay dividends quarterly, rather than semi-annually (which has been Royal Dutch’s and Shell Transport’s previous practice). However, Royal Dutch Shell may change this frequency of payment at any time following Completion.

18 1.5 The Royal Dutch Shell Articles and the rights of Royal Dutch Shell Shareholders will differ from the Royal Dutch Articles, the Shell Transport Articles and the rights of Royal Dutch Shareholders, Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants The rights of Royal Dutch Shell Shareholders will differ from the rights of Royal Dutch Shareholders, Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants. These differences arise from differences in the respective articles of association. In addition, differences arise due to the fact that rights of Royal Dutch Shell Shareholders are governed by English law whereas rights of Royal Dutch Shareholders are governed by Dutch law. The differences will impact, among other things, shareholder meetings, information rights, dividends, liquidation rights and pre-emption rights. In addition, the Royal Dutch Shell Articles require that all disputes (i) between a holder of Royal Dutch Shell Shares in its capacity as such and Royal Dutch Shell or any subsidiary of Royal Dutch Shell or any of Royal Dutch Shell’s or its subsidiaries’ directors or former directors arising out of or in connection with the Royal Dutch Shell Articles or otherwise, and (ii) to the fullest extent permitted by law, between Royal Dutch Shell or any subsidiary of Royal Dutch Shell and any of Royal Dutch Shell’s or its subsidiaries’ directors or former directors including all claims made by or on behalf of Royal Dutch Shell or any subsidiary of Royal Dutch Shell against any such director, and (iii) between a holder of Royal Dutch Shell Shares in its capacity as such and any of Royal Dutch Shell’s professional service providers (which could include auditors, legal counsel, bankers and ADR depositaries) that have agreed with Royal Dutch Shell to be bound by the arbitration and exclusive jurisdiction provisions of the Royal Dutch Shell Articles, and (iv) between Royal Dutch Shell and its professional service providers arising in connection with any claim under (iii) above, shall be exclusively and ﬁnally resolved by arbitration in The Hague, The Netherlands under the Rules of Arbitration of the International Chamber of Commerce. This would include all disputes arising under UK, Dutch or US law (including securities laws) between covered parties. The Royal Dutch Shell Articles also provide that if the arbitration provision is held for any reason by a court or other competent authority in any jurisdiction to be invalid or unenforceable in any particular dispute in that jurisdiction, that dispute may only be brought in the courts of England and Wales. This provision may affect the ability of holders of Royal Dutch Shell Shares to obtain monetary or other relief, including for claims arising under US securities and other laws and may increase the cost of seeking and obtaining recoveries in any dispute.

1.6 International Financial Reporting Standards The unaudited condensed interim financial information included in Parts XVI and XVIII of these Listing Particulars as at and for the quarter ended 31 March 2005 has been prepared in accordance with accounting standards under the first time adoption provisions set out in International Financial Reporting Standard 1 and the policies described in the notes to the unaudited first quarter 2005 financial reports included in Part XVI of these Listing Particulars. IFRS is currently being applied in Europe and in other parts of the world simultaneously for the first time. Furthermore, due to a number of new and revised standards included within the body of standards that comprise IFRS, there is not yet a significant body of established practice on which to draw in forming judgements regarding interpretation and application. Accordingly, practice continues to evolve and the full financial effect of reporting under IFRS as it will be applied and reported on in Royal Dutch Shell’s first IFRS financial statements cannot be determined with certainty at this stage. In the future, Royal Dutch Shell will prepare its financial information in accordance with IFRS. These accounting standards and policies adopted under IFRS differ from those applicable to the historical financial information included in Parts XII, XIII, XIV and XV of these Listing Particulars. As at the date of these Listing Particulars, the accounting policies of Royal Dutch Shell are in accordance with both IFRS and those accounting standards that have been adopted for use in the EU.

19 2. Risks related to the Dividend Access Mechanism Royal Dutch Shell or Shell Transport may discontinue the Dividend Access Mechanism at any time, at their sole discretion (subject to any regulatory requirements), and there can be no assurance that Shell Transport will have sufﬁcient distributable reserves to pay any dividend on the Dividend Access Share Either Royal Dutch Shell (under the Declaration of Trust) or Shell Transport (as issuer of the Dividend Access Share) may procure the discontinuance of the Dividend Access Mechanism at any time at their sole discretion (subject to any regulatory requirements). Also, in order for holders of ‘‘B’’ Shares to receive dividends having a UK source, a dividend on the Dividend Access Share must in fact be paid by Shell Transport from its distributable reserves. There can be no assurance that Shell Transport will have sufﬁcient distributable reserves to pay any dividend on the Dividend Access Share or will exercise its discretion to pay such a dividend. If Royal Dutch Shell or Shell Transport procures the discontinuance of the Dividend Access Mechanism, any dividend declared on the ‘‘B’’ Shares will be paid by Royal Dutch Shell and will therefore have a Dutch source rather than a UK source. Also, if Shell Transport does not, for any reason, declare and pay a dividend on the Dividend Access Share that is equal in amount to the dividend declared on the ‘‘B’’ Shares, a dividend having a Dutch source will be paid by Royal Dutch Shell in an amount equal to the difference between the dividend declared on the ‘‘B’’ Shares and the dividend declared and paid on the Dividend Access Share. Dividends which have a Dutch source are subject to Dutch withholding tax at the rate of 25 per cent. although, depending on the terms of any applicable treaty for the avoidance of double taxation, holders of ‘‘B’’ Shares may be eligible to make a claim to reduce the rate at which such Dutch withholding tax is levied or, alternatively, to seek a full or partial refund of such Dutch withholding tax levied.

3. Risks related to the RDS Group’s businesses 3.1 Price fluctuations for oil, natural gas, oil products and chemicals Oil, natural gas, oil products and chemical prices can vary as a result of changes in supply and demand for products, which may be global or limited to specific regions and influenced by factors such as economic conditions, weather conditions or action taken by major oil exporting countries. Political developments, including war, embargoes and political strife in oil producing regions can affect world oil supply and prices. Fluctuations in oil, natural gas, oil products and chemical prices could have an adverse effect on the RDS Group’s results of operations and financial position.

3.2 Currency ﬂuctuations and exchange controls The entities that will comprise the RDS Group are present in more than 140 countries and territories throughout the world and are subject to risks from changes in currency values and exchange controls. Changes in currency values and exchange controls could have an adverse effect on the RDS Group’s results of operations and ﬁnancial position.

3.3 Drilling and well production process and the ability to replace oil and gas reserves The RDS Group’s future oil and gas production is significantly dependent on the successful implementation of development projects. There are risks in this process in interpretation of geological and engineering data, project delay, cost overruns and technical, fiscal, regulatory and other conditions. In addition, future oil and gas production will depend on the RDS Group’s ability to access new reserves through exploration, negotiation with countries and other owners of known reserves and acquisitions. Failures in exploration and in identifying and consummating transactions to access suitable potential reserves could adversely impact the RDS Group’s oil and gas production and reserve replacement, which in turn could have an adverse impact on the results of operations and financial position of the RDS Group in future.

3.4 Estimation of reserves The estimation of oil and gas reserves involves subjective judgments and determinations based on available geological, technical, contractual and economic information. They are not exact determinations. In addition, these judgments may change based on new information from production or drilling activities or changes in economic factors, as well as from developments such as acquisitions and

20 dispositions, new discoveries and extensions of existing ﬁelds and the application of improved recovery techniques. Published reserve estimates are also subject to correction for errors in the application of published rules and guidance.

In 2004 and 2005, the Royal Dutch/Shell Group restated its proved reserves to correct certain errors. In connection with the restatements, a number of putative shareholder class actions and shareholder derivative suits were ﬁled against, among others, Royal Dutch and Shell Transport, and civil and criminal investigations were commenced by authorities in the US, the UK and The Netherlands.

3.5 Economic and financial market conditions The entities that will comprise the RDS Group are subject to differing economic and financial market conditions in countries and regions throughout the world. There are risks to such markets from political or economic instability, as well as from industry competition. Realisation of one of these risks in a country or region could have an adverse effect on the results of operations and financial position of the RDS Group companies operating in that country or region.

3.6 Environmental risks The entities that will comprise the RDS Group are subject to a number of different environmental laws, regulations, environmental expectations and reporting requirements. Costs are incurred for prevention, control, abatement or elimination of releases into the air and water, as well as in the disposal and handling of wastes at operating facilities. Expenditures of a capital nature include both remedial measures on existing plants and integral features of new plants.

3.7 Operational hazards, natural disasters and expropriation of property The assets of the entities that will comprise the RDS Group are subject to risk from operational hazards, natural disasters and expropriation of property. Realisation of these risks could have an adverse effect on the results of operations and ﬁnancial position of the impacted RDS Group company.

3.8 Change in legislation and ﬁscal and regulatory policies The operations of the entities that will comprise the RDS Group are subject to risk of change in legislation, taxation and regulations. For exploration and production activities, these matters include land tenure, entitlement to produced hydrocarbons, production rates, royalties, pricing, environmental protection, social impact, exports, taxes and foreign exchange. Changes in legislation, taxation and regulations could have an adverse effect on the results of operations of the impacted RDS Group companies.

3.9 Doing business in politically sensitive or unstable countries The operations and earnings throughout the world of the entities that will comprise the RDS Group have been, and may in the future be, affected from time to time in varying degree by other political developments and laws and regulations, such as forced divestiture of assets, restrictions on production, imports and exports, war or other international conﬂicts, civil unrest and local security concerns that threaten the safe operation of company facilities, price controls, tax increases and other retroactive tax claims, expropriation of property, cancellation of contract rights, and environmental regulations. Both the likelihood of such occurrences and their overall effect upon the entities that will comprise the RDS Group vary greatly from country to country and are not predictable. Realisation of these risks could have an adverse impact on the results of operations and ﬁnancial position of the RDS Group companies located in the affected country.

21 PART III

PERSONS RESPONSIBLE AND ADVISERS

1. Persons responsible A1/1.2 5.02 A3/1.2 The Royal Dutch Shell directors, whose names appear below, and Royal Dutch Shell accept 6.A.3 responsibility for the information contained in these Listing Particulars. To the best of the knowledge and belief of the Royal Dutch Shell directors and Royal Dutch Shell (who have taken all reasonable care to ensure that such is the case), the information contained in these Listing Particulars is in accordance with the facts and does not omit anything likely to affect the import of such information. Royal Dutch Shell has conﬁrmed that any information incorporated by reference, including any such information to which readers of this document are expressly referred, has not been and does not need to be included in these Listing Particulars to satisfy the requirements of FSMA or the Listing Rules (as in force at the date of these Listing Particulars). Royal Dutch Shell believes that none of the information incorporated herein by reference conﬂicts in any material respect with the information included in the Listing Particulars. Such incorporation by reference is made in order to allow these Listing Particulars to be regarded as a document equivalent to a prospectus for the purposes of compliance with Articles 4(2)(c) and 4(2)(d) of Directive 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading. KPMG Audit Plc and PricewaterhouseCoopers LLP accept responsibility for their reports contained in Parts XII, XVII and XVIII of these Listing Particulars. To the best of the knowledge and belief of KPMG Audit Plc and PricewaterhouseCoopers LLP (who have taken all reasonable care to ensure that such is the case), the information in these reports is in accordance with the facts and does not omit anything likely to affect the import of such information.

A1/14.1 2. Directors, secretary and advisers of Royal Dutch Shell A1/1.1 A3/1.1 Directors 6.A.1 Aad Jacobs Chairman and Chairman of the Nomination and Succession 6.F.1(a) Committee(3) Lord Kerr of Kinlochard Deputy Chairman (and senior independent Non-executive director)(1),(3) Jeroen van der Veer Chief Executive Peter Voser Chief Financial Ofﬁcer Malcolm Brinded Executive director, Exploration and Production Linda Cook Executive director, Gas & Power Rob Routs Executive director, Oil Products and Chemicals Maarten van den Bergh Non-executive director(2) Sir Peter Burt Non-executive director(4) Mary (Nina) Henderson Non-executive director(2),(4) Sir Peter Job Non-executive director(1) Wim Kok Non-executive director and Chairman of the Social Responsibility Committee(2) Jonkheer Aarnout Loudon Non-executive director and Chairman of the Remuneration Committee(1),(3) Christine Morin-Postel Non-executive director(4) Lawrence Ricciardi Non-executive director and Chairman of the Audit Committee(4) (1) Member of the Remuneration Committee (2) Member of the Social Responsibility Committee (3) Member of the Nomination and Succession Committee (4) Member of the Audit Committee Company secretary Website Michiel Brandjes www.shell.com

22 6.C.1 A1/5.1.4 Registered ofﬁce Headquarters Shell Centre Carel van Bylandtlaan 30 London 2596 HR The Hague SE1 7NA The Netherlands United Kingdom

6.A.8 A1/23.1 Advisers and others A3/10.1 Joint sponsors and ﬁnancial advisers A3/10.3 Citigroup Global Markets Limited NM Rothschild & Sons Limited Citigroup Centre New Court Canada Square St Swithin’s Lane Canary Wharf London EC4P 4DU London E14 5LB United Kingdom United Kingdom Listing agents in connection with the listing on Euronext Amsterdam ABN AMRO Bank N.V. Citigroup Global Markets Limited NM Rothschild & Sons Limited Gustav Mahlerlaan 10 Citigroup Centre New Court 1082 PP Amsterdam Canada Square St Swithin’s Lane The Netherlands Canary Wharf London EC4P 4DU London E14 5LB United Kingdom United Kingdom Dutch exchange agent and paying agent UK registrars ABN AMRO Bank N.V. Lloyds TSB Registrars Gustav Mahlerlaan 10 The Causeway 1082 PP Amsterdam Worthing The Netherlands West Sussex BN9 6DA United Kingdom Dutch legal advisers English legal advisers US legal advisers De Brauw Blackstone Slaughter and May Cravath, Swaine & Moore LLP Westbroek N.V. One Bunhill Row CityPoint Tripolis London EC1Y 8YY One Ropemaker Street Burgerweeshuispad 301 United Kingdom London EC2Y 9HR 1076 HR Amsterdam United Kingdom The Netherlands Financial Adviser to Shell Financial Adviser to Royal Dutch Transport ABN AMRO Bank N.V. Deutsche Bank AG London Gustav Mahlerlaan 10 Winchester House 1082 PP Amsterdam 1 Great Winchester Street The Netherlands London EC2N 2DB United Kingdom

6.A.4 A1/2.1 Auditors of Royal Dutch Shell and reporting accountants KPMG Audit Plc PricewaterhouseCoopers LLP 8 Salisbury Square 1 Embankment Place London EC4Y 8BB London WC2N 6RH United Kingdom United Kingdom

each a member firm of the Institute of Chartered Accountants of England and Wales. Auditors of Royal Dutch Auditors of Shell Transport KPMG Accountants N.V. PricewaterhouseCoopers LLP Churchillplein 6 1 Embankment Place 2517 JW The Hague London WC2N 6RH The Netherlands, United Kingdom, a member firm of The Royal a member firm of the Institute of Netherlands Institute of Register Chartered Accountants of Accountants. England and Wales.

23 A3/5.4.2 ‘‘A’’ ADR Depositary ‘‘B’’ ADR Depositary JP Morgan Chase Bank, N.A. The Bank of New York 4 New York Plaza 101 Barclay Street New York New York New York 10004 New York 10286 United States United States

24 PART IV

OFFER STATISTICS AND EXPECTED TIMETABLE

1. Introduction to the Transaction

A1/5.1.1 On 28 October 2004, the Royal Dutch Boards and the Shell Transport Board announced that they had 3.02 A1/5.1.4 unanimously agreed, in principle, to propose to shareholders the uniﬁcation of Royal Dutch and Shell 6.C.1 Transport under a single parent company, Royal Dutch Shell, a company incorporated in England and 6.C.2 Wales and headquartered and resident in The Netherlands for Dutch and UK tax purposes. Royal Dutch Shell has a single tier Board of Directors chaired by a non-executive Chairman, Aad Jacobs. The executive management will be led by a single Chief Executive, Jeroen van der Veer. Further information relating to Royal Dutch Shell is set out in Part VI of these Listing Particulars.

A diagramatic representation of the effect of the Transaction appears below:

Before After

Shareholders(1) Shareholders Shareholders

Royal Dutch Shell and its Royal Dutch Shell Transport subsidiaries and subsidiary undertakings 60% 40%

Royal Dutch/Shell Group of companies

2. Summary of Transaction terms 6.B.5(a) 2.1 Summary terms The Transaction will result in Royal Dutch Shell becoming the parent company of Royal Dutch and Shell Transport and, through Royal Dutch and Shell Transport, of the Royal Dutch/Shell Group. The Transaction is to be effected (i) by way of an exchange offer by Royal Dutch Shell for the Royal Dutch Shares; and (ii) by way of a scheme of arrangement of Shell Transport under section 425 of the Companies Act.

Royal Dutch Shell will have two classes of ordinary shares, ‘‘A’’ Shares and ‘‘B’’ Shares. With the 6.B.2 exception of holders of Royal Dutch New York Registered Shares who are being offered ‘‘A’’ ADRs, Royal Dutch Shareholders are being offered ‘‘A’’ Shares under the Royal Dutch Offer. Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants are being offered ‘‘B’’ Shares under the Scheme and holders of Shell Transport ADRs are being offered ‘‘B’’ ADRs.

The ‘‘A’’ Shares and the ‘‘B’’ Shares will have identical rights except in relation to the Dividend Access Mechanism by which dividends having a UK source are intended to be paid to the holders of ‘‘B’’ Shares 6.B.23(a)(iv) as described in paragraph 8 of Part VII of these Listing Particulars. The Dividend Access Mechanism seeks to preserve the current tax treatment of dividends paid to Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants.

25 2.2 Exchange terms The terms of the Transaction reﬂect the current 60:40 ownership of the Royal Dutch/Shell Group by Royal Dutch and Shell Transport. The Transaction seeks to ensure that Royal Dutch Shareholders, Shell Transport Ordinary Shareholders, holders of Shell Transport Bearer Warrants and holders of Shell Transport ADRs are offered Royal Dutch Shell Shares or Royal Dutch Shell ADRs representing the equivalent economic interest in the RDS Group on implementation of the Transaction as their existing shares or ADRs represent in the Royal Dutch/Shell Group. Accordingly, Royal Dutch Shareholders, Shell Transport Ordinary Shareholders, holders of Shell Transport Bearer Warrants and holders of Shell Transport ADRs will each receive, respectively:

A3/5.1.2 ) for each Royal Dutch Bearer Share or Royal Dutch Hague 2 ‘‘A’’ Shares 6.B.5(a) A3/5.2.1 Registered Share tendered: 6.B.26 A3/5.3.1 6.B.15(b) ) for each Royal Dutch New York Registered Share tendered: 1 ‘‘A’’ ADR 6.B.15(d)(i) 6.B.15(d)(iii) ) for each Shell Transport Ordinary Share (including Shell Transport 0.287333066 6.B.23(a)(i) Ordinary Shares to which holders of Shell Transport Bearer ‘‘B’’ Shares 6.C.22(a) Warrants are entitled):

) for each Shell Transport ADR: 0.861999198 ‘‘B’’ ADRs Assuming full acceptance of the Royal Dutch Offer during the Royal Dutch Offer Acceptance Period, a total of 4,139,040,000 ‘‘A’’ Shares (including ‘‘A’’ Shares represented by ‘‘A’’ ADRs) and 2,759,360,000 ‘‘B’’ Shares (including ‘‘B’’ Shares represented by ‘‘B’’ ADRs) will be in issue upon Completion. To the extent that the Transaction is completed but not all of the Royal Dutch Shareholders validly tender their Royal Dutch Shares in the Royal Dutch Offer, the percentage of the ordinary share capital and voting rights of Royal Dutch Shell held by former Royal Dutch Shareholders will be less than 60 per cent. and the percentage held by former Shell Transport Ordinary Shareholders (including the Shell Transport ADR Depositary) and former holders of Shell Transport Bearer Warrants will be more than 40 per cent. If the number of Royal Dutch Shares that have been validly tendered under the Royal Dutch Offer and not withdrawn represents at least 95 per cent. of the issued share capital of Royal Dutch that is then 6.B.15(b) outstanding, Royal Dutch Shell expects, but is not obliged, to initiate squeeze-out proceedings with a view to acquiring 100 per cent. of the share capital of Royal Dutch in accordance with Article 2:92a of the Dutch Civil Code.

A3/5.1.9 An announcement will be made on the Effective Date conﬁrming that the Royal Dutch Offer has become unconditional (gestand wordt gedaan) in all respects and that the Scheme has become effective.

2.3 Calculation of exchange terms The exchange terms give effect to the existing ownership of the Royal Dutch/Shell Group by ensuring that Royal Dutch Shareholders are, in aggregate, offered 60 per cent. of the ordinary share capital of Royal Dutch Shell and that Shell Transport Ordinary Shareholders (including the Shell Transport ADR Depositary) and holders of Shell Transport Bearer Warrants are offered 40 per cent. As: (i) there are 2,069,520,000 Royal Dutch Shares in issue at the date of publication of this document (excluding Royal Dutch Shares which have been repurchased and are to be cancelled (a) following approval by Royal Dutch Shareholders at the Royal Dutch annual general meeting, and (b) subject to mandatory procedures under Dutch law); (ii) no further Royal Dutch Shares will be issued or repurchased between the date of publication of this document and the Scheme Record Time; and (iii) the exchange ratio of ‘‘A’’ Shares to Royal Dutch Shares under the Royal Dutch Offer has been set at 2:1,

26 a total of 4,139,040,000 ‘‘A’’ Shares will be offered to Royal Dutch Shareholders (i.e. 2,069,520,000 × 2). The number of ‘‘B’’ Shares offered to Shell Transport Ordinary Shareholders (including the Shell Transport ADR Depositary) and holders of Shell Transport Bearer Warrants pursuant to the Scheme must represent 40 per cent. of the total number of Royal Dutch Shell Shares to be offered in the Transaction. Therefore, the total number of ‘‘A’’ Shares being offered to Royal Dutch Shareholders (4,139,040,000) must be divided by 60 and then multiplied by 40 to give the total number of ‘‘B’’ Shares to be offered pursuant to the Scheme. The result of this calculation is then divided by the total number of Shell Transport Ordinary Shares (including (i) Shell Transport Ordinary Shares held by the Shell Transport ADR Depositary, and (ii) Shell Transport Ordinary Shares to which holders of Shell Transport Bearer Warrants are entitled) to give the Shell Transport Share Exchange Ratio. The Shell Transport Share Exchange Ratio has been rounded to nine decimal places in order to enable the necessary calculations. This rounding will have a negligible impact on the entitlement of Shell Transport Ordinary Shareholders or the holders of Shell Transport Bearer Warrants. As: (i) there are 9,603,350,000 Shell Transport Ordinary Shares in issue at the date of publication of this document; and (ii) no further Shell Transport Ordinary Shares will be issued or repurchased between the date of publication of this document and the Scheme Record Time, a total of 2,759,360,000 ‘‘B’’ Shares will be offered to Shell Transport Ordinary Shareholders (including the Shell Transport ADR Depositary) and holders of Shell Transport Bearer Warrants pursuant to the Scheme. Each Shell Transport ADR currently represents six Shell Transport Ordinary Shares and each Royal Dutch Shell ADR will represent two Royal Dutch Shell Shares. The Shell Transport ADR Exchange Ratio has therefore been calculated by multiplying the Shell Transport Share Exchange Ratio by six and then dividing it by two.

2.4 Fractional entitlements As a result of the exchange ratios, some Shell Transport Ordinary Shareholders and holders of Shell 6.B.23(a)(vi) Transport Bearer Warrants and Shell Transport ADRs may be entitled to fractions of ‘‘B’’ Shares or ‘‘B’’ ADRs (as appropriate). However, such fractions will not be allotted or issued to such persons, but will be aggregated and sold in the market on their behalf as soon as possible following the Effective Date at the best price which can reasonably be obtained at the time of sale. The net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale) shall be paid to the persons entitled to them in accordance with their fractional entitlements. In the absence of bad faith or wilful default, none of Royal Dutch Shell, Royal Dutch, Shell Transport or the Royal Dutch Shell ‘‘B’’ ADR Depositary shall have any liability for any loss or damage arising as a result of the timing or terms of such sale. Anyone entitled to receive any net proceeds of sale of fractional entitlements will receive a cheque in due course in respect of such net proceeds. Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants will be given an opportunity to donate any proceeds of sale of fractional entitlements to Royal Dutch Shell’s nominated charity.

3. Implementation 3.1 Implementation process The Transaction is to be implemented in accordance with the Implementation Agreement. The Implementation Agreement is summarised in paragraph 9.1 of Part XXI of these Listing Particulars.

A3/5.1.4 The Transaction can only become effective if (i) all the conditions to the Royal Dutch Offer, and (ii) all the conditions to the Scheme have, in each case, been satisﬁed or, to the extent permitted by applicable

27 law and the Implementation Agreement, waived. In addition, Shell Transport has undertaken not to proceed with the Scheme and to withdraw the Scheme in the event that, prior to the Hearing Date, the Implementation Agreement is terminated in accordance with its terms.

A3/5.1.1 3.2 Conditions A3/5.2.3(g) The Transaction will become effective upon the registration of the Order by the Registrar of Companies which, subject to the sanction of the Scheme by the High Court, is expected to occur on 20 July 2005. Unless the Scheme becomes effective by not later than 31 December 2005, or such later date as Royal Dutch Shell, Royal Dutch and Shell Transport may agree and the High Court may allow, the Scheme will not become effective and the Transaction will not proceed.

The conditions which need to be satisﬁed (or, to the extent permitted by applicable law and the Implementation Agreement, waived) for the Royal Dutch Offer and the Scheme to be implemented, which are set out in full in paragraph 3 of Part XX of these Listing Particulars, include:

) the passing of a resolution by the Royal Dutch annual general meeting approving the Implementation Agreement;

) the number of Royal Dutch Shares that have been validly tendered for exchange before the expiry of the Royal Dutch Offer Acceptance Period and that have not been withdrawn representing at least 95 per cent. of the issued share capital of Royal Dutch that is then outstanding;

) approval of the Scheme, at the Court Meeting, by a majority in number representing three- fourths in value of those Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants present and voting, either in person or by proxy;

) the passing at the Shell Transport EGM of special resolutions approving (i) the cancellation and repayment of the Shell Transport Preference Shares and (ii) the Scheme;

A3/6.1 ) the admission of the Royal Dutch Shell Shares to the Ofﬁcial List and to trading on the 3.14A London Stock Exchange, the listing of the Royal Dutch Shell Shares on Euronext Amsterdam 3.22(a) and the listing of the Royal Dutch Shell ADRs on the New York Stock Exchange; and 6.B.1 6.B.13 ) the sanction (with or without modiﬁcation) of:

(i) the cancellation and repayment of the Shell Transport Preference Shares; and

(ii) the Scheme,

by the High Court.

Royal Dutch Shell has agreed in the Implementation Agreement not to waive the conditions of the Royal Dutch Offer or to determine whether such conditions have been satisﬁed without the prior written consent of Royal Dutch and Shell Transport. Shell Transport has agreed in the Implementation Agreement not to waive the conditions of the Scheme or to determine whether any such conditions have been satisﬁed without the prior written consent of Royal Dutch.

28 4. Expected timetable

2005 Publication of these Listing Particulars 19 May Commencement of the Royal Dutch Offer Acceptance Period 20 May Voting Record Time (Court Meeting and Shell Transport 6.00 p.m. on 26 June EGM) Royal Dutch annual general meeting 10.30 a.m. (Amsterdam time) on 28 June(1) Shell Transport annual general meeting 11.00 a.m. on 28 June(1) Court Meeting 12.00 noon on 28 June(2) Shell Transport EGM 12.10 p.m. on 28 June(3) Hearing of petition to conﬁrm the cancellation and repayment 10.30 a.m. on 14 July of the Shell Transport Preference Shares Last day of dealing in Shell Transport Preference Shares 14 July Cancellation and Repayment Record Time 6.00 p.m. on 14 July(4) Registration of the order relating to the cancellation and 8.30 a.m. on 15 July(4) repayment of the Shell Transport Preference Shares End of Royal Dutch Offer Acceptance Period 11.00 p.m. (Amsterdam time) on 18 July(5) Announcement that the Royal Dutch Offer is unconditional 8.00 a.m. (Amsterdam time) on (gestand wordt gedaan) except for the sanction of the 19 July(5) Scheme by the High Court and the registration of the Order by the Registrar of Companies A3/5.1.3 Hearing of petition to sanction the Scheme 10.30 a.m. on 19 July 6.B.15(f) Last day of dealings in Shell Transport Ordinary Shares and 19 July(6) Shell Transport ADRs Scheme Record Time 6.00 p.m. on 19 July(6) Depositary Record Time 5.00 p.m. (New York City time) on 19 July(6) Registration of the Order by the Registrar of Companies by 8.00 a.m. on 20 July(6) Honouring Date(10) 20 July(7) Effective Date 20 July(6),(8) 6.B.18 Commencement of dealings in Royal Dutch Shell Shares on 8.00 a.m. (9.00 a.m. Amsterdam the London Stock Exchange(11) and on Euronext Amsterdam time) on 20 July(6) A3/4.7 Crediting of ‘‘B’’ Shares to CREST accounts 20 July(6) 6.B.15(g) Start of Subsequent Acceptance Period, if any 9.00 a.m. (Amsterdam time) on 20 July(9) Commencement of trading of Royal Dutch Shell ADRs on the 9.30 a.m. (New York City time) on New York Stock Exchange 20 July(6) Settlement Date No later than 25 July(6) Declaration date for the proposed Royal Dutch Shell second 28 July quarter dividend Euroclear Nederland record date for the proposed Royal 2 August Dutch Shell second quarter dividend(12) A3/4.5 Ex-dividend date for the proposed Royal Dutch Shell second 3 August 6.B.12 quarter dividend Main record date for the proposed Royal Dutch Shell second 5 August quarter dividend(12) End of Subsequent Acceptance Period, if any(9) 3.00 p.m. (Amsterdam time) on 9 August(5),(6)

29 (1) Notices, forms of proxy and other papers relating to the Royal Dutch annual general meeting and the Shell Transport annual general meeting will be sent separately to shareholders. (2) Or as soon thereafter as the Shell Transport annual general meeting is concluded or adjourned. (3) Or as soon thereafter as the Court Meeting is concluded or adjourned. (4) These dates are indicative only and will depend, inter alia, on the date upon which the High Court conﬁrms the cancellation and repayment of the Shell Transport Preference Shares. (5) Unless the Royal Dutch Offer Acceptance Period is extended in accordance with Article 9o paragraph 5 of the 1995 Securities Decree and applicable US securities laws (in which case an announcement to that effect will be made no later than the next Euronext Amsterdam trading day). (6) These dates are indicative only and will depend, inter alia, on the date upon which the High Court sanctions the Scheme. (7) Before the opening of Euronext Amsterdam, unforeseen circumstances excepted, unless the Royal Dutch Offer Acceptance Period is extended in accordance with Article 9o paragraph 5 of the 1995 Securities Decree and applicable US securities laws. (8) Or as soon thereafter as the Order has been registered with the Registrar of Companies. (9) Assuming 20 July 2005 as the Honouring Date. (10) This is the date on which the Royal Dutch Offer is declared unconditional (gestand wordt gedaan) in all respects. (11) And admission to the Ofﬁcial List. (12) See paragraph 8.6 of Part VII of these Listing Particulars for an explanation of the dividend record dates. All references in this document to time are to London time unless otherwise stated.

30 PART V

KEY INFORMATION

1. Background to and reasons for the Transaction

1.1 Background Following the announcements made on 5 March 2004, 18 March 2004 and 17 June 2004, a review of the structure and overall governance of Royal Dutch, Shell Transport and the Royal Dutch/Shell Group was carried out by the Steering Group drawn from the Royal Dutch Boards and the Shell Transport Board. The Steering Group was chaired by Lord Kerr of Kinlochard and its members were Maarten van den Bergh, Sir Peter Job, Jonkheer Aarnout Loudon and Jeroen van der Veer. The terms of reference of the Steering Group were to consider: (i) how to simplify the Royal Dutch Boards, the Shell Transport Board and the boards of the Royal Dutch/Shell Group holding companies and the management structures of the Royal Dutch/Shell Group; (ii) how decision-making processes and accountability could be improved; and (iii) ways in which effective leadership for the Royal Dutch/Shell Group as a whole could be enhanced. The Steering Group was assisted by the Working Group of senior ﬁnance, accounting and legal personnel from the Royal Dutch/Shell Group. The Steering Group and the Working Group received corporate ﬁnance advice from Citigroup and Rothschild and legal advice from De Brauw, Slaughter and May and Cravath on matters concerning Dutch, English and US law, respectively. The Steering Group considered a wide range of possible structures to meet the objectives of the review. Members of the Steering Group also heard the views of a large number of shareholders from the UK, The Netherlands, the US and elsewhere, and also met with shareholder bodies in the UK and The Netherlands. The Royal Dutch Boards and the Shell Transport Board carefully considered the results of the review and the options for the future structure of the Royal Dutch/Shell Group and unanimously agreed, in principle, to recommend the Transaction to their shareholders together with reforms of governance and management, announcing their decision to that effect on 28 October 2004. More detailed information on the background to the Transaction is set out in Part XX of these Listing Particulars.

A3/3.4 1.2 Reasons for the Transaction The Royal Dutch Boards and the Shell Transport Board believe that the Transaction and the governance proposals announced on 28 October 2004 will deliver signiﬁcant beneﬁts, including:

(a) Increased clarity and simplicity of governance A clearer and simpler governance structure, including a single, smaller board and a simpliﬁed senior management structure with a single non-executive Chairman, a single Chief Executive and clear lines of authority.

(b) Increased management efﬁciency Increased efﬁciency of decision-making and management processes generally, including through the elimination of dual corporate headquarters in favour of a single corporate headquarters, the elimination of duplication and the centralisation of functions.

(c) Increased accountability The fact that the Executive Committee will report through the Chief Executive to a single board with a single non-executive Chairman is expected to improve the accountability of the board and management to all shareholders and to clarify lines of authority.

31 (d) Flexibility in issuing equity and debt Having a single publicly traded entity is expected to facilitate equity and debt issuances, including on an SEC-registered basis. Any future issue of additional ‘‘B’’ Shares will only be made after prior consultation with the Dutch Revenue Service. More detailed information on the reasons for the Transaction are set out in Part XX of these Listing Particulars. Further information on the governance of Royal Dutch Shell is set out in Part XI of these Listing Particulars.

A1/3.1 2. Selected financial information The ﬁnancial information set out in paragraphs 2.1 and 2.2 below has been extracted without material adjustment from Parts XIII, XVI, XVII and XVIII of these Listing Particulars. Investors should read the whole of these Listing Particulars and not just rely on key or summarised information.

2.1 Summary historical financial information Presented below is summary historical financial information for the Royal Dutch/Shell Group prepared in accordance with US GAAP as at and for the years ended 31 December 2002, 2003 and 2004. The following summary historical financial data should be read together with the financial information of the Royal Dutch/Shell Group set out in Part XIII of these Listing Particulars and the section entitled ‘‘Operating and Financial Review’’ set out in Part VIII of these Listing Particulars.

32 $ million 2003 2002 2004 As restated As restated Assets and liabilities data (as at 31 December) Total ﬁxed and other long-term assets 130,963 125,946 111,476 Net current assets/(liabilities) 1,184 (10,813) (13,546)

Presented below is summary historical financial information for the Royal Dutch/Shell Group as at and for the quarter ended 31 March 2005 prepared in accordance with accounting policies which are in accordance with the recognition and measurement requirements of those IFRS and IFRIC interpretations issued by the IASB that are effective or will be early adopted at 31 December 2005. $ million Quarter ended 31 March 2005 Income statement data Sales proceeds 90,068 Sales taxes, excise duties and similar levies (17,912) Revenue 72,156 Cost of sales (58,565) Gross profit 13,591 Selling and distribution expenses (3,164) Administrative expenses (370) Exploration (261) Share of profit of equity accounted investments 1,573 Net finance costs (83) Other income 5 Income before taxation 11,291 Taxation (4,273) Income from continuing operations 7,018 Income from discontinued operations (214) Income for the period 6,804

Attributable to minority interests 131 Income attributable to Royal Dutch and Shell Transport 6,673

$ million As at 31 march 2005 Assets and liabilities data Total non-current assets 123,905 Total net current assets 5,003

Total debt 13,732 Equity attributable to Royal Dutch and Shell Transport 83,662 Minority interests 5,677 Capital employed 103,071

2.2 Summary unaudited pro forma combined financial information The summary unaudited pro forma combined financial information for the RDS Group prepared in accordance with US GAAP set out below has been extracted without material adjustment from the unaudited pro forma combined financial information set out in Part XVII of these Listing Particulars. The following summary information should be read together with the unaudited pro forma combined financial information, including the related notes, set out in Part XVII of these Listing Particulars.

33 $ million Year ended 31 December 2004 (except per share amounts) Income statement data Sales proceeds — Gross 337,522 Sales proceeds — Net 265,190 Operating proﬁt 31,816 Interest and other income 1,730 Interest expense (1,213) Income before taxation 32,294 Net income 18,091 Earnings per share ($) Basic 2.67 Diluted 2.67

$ million As at 31 December 2004 Assets and liabilities data Total ﬁxed and other long-term assets 130,963 Net current assets 7,033

Total debt (long-term and short-term) 14,362 Shareholders’ equity 90,425

Presented below is summary unaudited pro forma combined financial information for the RDS Group as at and for the quarter ended 31 March 2005 prepared in accordance with accounting policies which are in accordance with the recognition and measurement requirements of those IFRS and IFRIC interpretations used by the IASB that are effective or will be early adopted at 31 December 2005. $ million Quarter ended 31 March 2005 (except per share amounts) Income statement data Sales proceeds — Gross 90,068 Revenue 72,156 Gross profit 13,591 Net finance cost and other income (68) Income before taxation 11,227 Income for the period attributable to equity holders 6,608 Earnings per share ($) Basic 0.98 Diluted 0.98

$ million As at 31 March 2005 Assets and liabilities data Total non-current assets 123,905 Total net current assets 7,992

Total debt 13,694 Total equity 92,328

3.10 A3/3.1 3. Working capital statement 6.E.16 Royal Dutch Shell is of the opinion that the working capital available to the RDS Group is sufﬁcient for its present requirements, that is for at least the period from the date of this document until 1 July 2006.

A3/3.2 4. Capitalisation and indebtedness As at 31 March 2005, the entities that will comprise the RDS Group had combined outstanding borrowings and indebtedness in the nature of borrowings of US$13.7 billion comprising medium-term notes of US$4.7 billion, commercial paper borrowings of US$2.6 billion, tolling and similar liabilities of

34 US$3.0 billion, and other indebtedness of US$3.4 billion. Of this amount, US$5.7 billion was repayable in less than one year. As at 31 March 2005, the entities that will comprise the RDS Group had combined cash and cash equivalents balances totalling US$10.1 billion. The combined net indebtedness of the entities that will comprise the RDS Group as at 31 March 2005 was US$3.6 billion. As set out in the unaudited pro forma combined ﬁnancial information set out in Part XVIII of these Listing Particulars, as at 31 March 2005 the combined Royal Dutch Shell shareholders’ equity would have been US$92.3 billion.

4.1 Combined capitalisation and indebtedness The following table sets out the combined indebtedness of the entities that will comprise the RDS Group as at 31 March 2005. This information has been prepared by aggregating the indebtedness of the entities that will comprise the RDS Group. The table shows the external indebtedness of the combined RDS Group and excludes balances between the entities that will comprise the RDS Group. No adjustments have been made in the aggregation. $ million As at 31 March 2005 (unaudited) Royal Dutch Royal Dutch/ Royal Shell Combined Shell Shell Group Dutch Transport Royal Dutch Shell Total current debt — Secured (a) — (351) — — (351) — Unsecured — (5,366)(b) — — (5,366) — (5,717) — — (5,717) Total non-current debt — Secured (a) — (3,938) — — (3,938) — Unsecured — (4,039) (1) (23) (4,063) — (7,977) (1) (23) (8,001) (a) Total secured borrowings include tolling and similar liabilities of US$3.0 billion, and finance lease obligations of US$1.0 billion. (b) The indebtedness for Royal Dutch/Shell Group excludes a deposit of US$38 million due to Royal Dutch. None of the external debt is subject to guarantees provided by third parties. As set out in the unaudited pro forma combined financial information set out in Part XVIII of these Listing Particulars, as at 31 March 2005, the combined Royal Dutch Shell shareholders’ equity would have been US$92.3 billion. The following table sets out the combined net financial indebtedness of the entities that will comprise the RDS Group as at 31 March 2005. This information has been prepared by aggregating the indebtedness and the cash and cash equivalents of the entities that will comprise the RDS Group. The table shows the external net financial indebtedness of the combined RDS Group and excludes balances between the entities that will comprise the RDS Group. No adjustments have been made in the aggregation.

35 $ million As at 31 March 2005 (unaudited) Royal Dutch Royal Dutch/ Royal Shell Combined Shell Shell Group Dutch Transport Royal Dutch Shell Cash 12 7,840 9 — 7,861 Cash equivalents(a) —(c) 1,048 871(c) 303 2,222 Liquidity 12 8,888 880 303 10,083

Current financial borrowings (including current portion of long-term financial borrowings) — (5,629)(d) — — (5,629) Other current financial debt(b) — (88) — — (88) Current financial debt — (5,717) — — (5,717)

Net current liquidity 12 3,171 880 303 4,366

Non current financial borrowings — (4,050) (1) (23) (4,074) Other non current financial debt(b) — (3,927) — — (3,927) Long-term financial indebtedness — (7,977) (1) (23) (8,001)

Net financial liquidity/(indebtedness) 12 (4,806) 879 280 (3,635)

(a) Cash equivalents include short term deposits and other investments which are readily convertible into known amounts of cash. (b) Other current and non current financial debt includes tolling and similar liabilities and finance lease obligations. (c) The cash equivalents balance for Royal Dutch Shell excludes US$374 million deposited with the RDS Group and the cash equivalents balance for Royal Dutch excludes a deposit of US$38 million with Royal Dutch/Shell Group. (d) The current financial borrowings for Royal Dutch/Shell Group excludes a deposit of US$38 million due to Royal Dutch.

4.2 Contingent indebtedness

As at 31 March 2005, the entities that will comprise the RDS Group provided guarantees totalling $2.9 billion in respect of non-consolidated entities.

This breaks down as to US$1.7 billion in respect of guarantees of ﬁnancial debt, US$0.5 billion in respect of guarantees of customs duties and US$0.7 billion in relation to other guarantees.

5. Capital resources and liquidity

A1/10.1 Information on the capital resources and liquidity position of the Royal Dutch/Shell Group appears in paragraph 8 of Part VIII of these Listing Particulars.

Cash flow provided by operating activities in the first quarter of 2005 was US$8.1 billion, a similar level to the same period in 2004. Earnings, which were higher by US$2 billion, were offset by a corresponding increase in working capital during the quarter. Net investment, at US$1.9 billion, was US$0.6 billion higher than the same period in 2004 primarily due to higher inflows cash from disposals in Q1 2004.

As a result of Royal Dutch’s and Shell Transport’s change to a quarterly dividend cycle in 2005, payment of dividends of US$5.1 billion to Royal Dutch and Shell Transport to fund both these dividends and US$500 million of share buybacks was accelerated to March 2005 (Q1 2004, nil). Overall, debt balances fell by US$0.7 billion and cash levels rose by US$0.4 billion in the quarter.

The funding and treasury policies of the Royal Dutch/Shell Group are described in note 3 of the ﬁnancial statements which appear in Part XIII of these Listing Particulars.

The Royal Dutch/Shell Group expects to continue to satisfy its funding requirements from its existing cash balances, the substantial cash generated within its businesses and from external debt. Subject to Completion, it is intended that Royal Dutch Shell will replace the Royal Dutch/Shell Group holding companies as the guarantor of the Royal Dutch/Shell Group’s debt capital market activities, which may include euro medium term notes, commercial paper, stand-by credit facilities and debt registered on a shelf registration statement in the US.

36 6. Current trading and prospects

A1/12.2 Details of the performance of the Royal Dutch/Shell Group for the three months ended 31 March 2005 are set out in Part XVI of these Listing Particulars. From 31 March 2005 to 13 May 2005 (the last practicable date prior to the publication of this document), the Royal Dutch/Shell Group has continued to trade in line with the expectations of the Royal Dutch Boards and the Shell Transport Board. The Royal Dutch Boards and the Shell Transport Board remain conﬁdent in the outlook and prospects for the RDS Group for the current ﬁnancial year.

7. Pre-emption rights Subject to the Companies Act, any equity shares issued by Royal Dutch Shell for cash must first be offered to existing Royal Dutch Shell Shareholders in proportion to their holdings of ‘‘A’’ Shares and/or ‘‘B’’ Shares. Both the Companies Act and the Listing Rules allow for the disapplication of pre-emption rights which may be waived by a special resolution of the Royal Dutch Shell Shareholders, either generally or specifically, for a maximum period of not exceeding five years.

37 PART VI

INFORMATION ON ROYAL DUTCH SHELL

1. History and development 1.1 History and development of Royal Dutch Shell

A1/5.1.3 Royal Dutch Shell was incorporated in England and Wales under the Companies Act on 5 February 3.02 2002 as a private company limited by shares under the name Forthdeal Limited. On 27 October 2004 it 6.C.2 A1/5.1.1 re-registered as a public company limited by shares and changed its name to Royal Dutch Shell plc. 6.C.3 6.C.4 A1/21.2.1 The primary object of Royal Dutch Shell is to carry on the business of a holding company. It has not traded since incorporation. 6.C.5

A1/5.1.4 Royal Dutch Shell is registered at Companies House, Cardiff, with company number 04366849 and in 6.C.1 A1/5.1.2 the commercial register of the Chamber of Commerce, The Hague under number 34179503. Its 6.C.6 registered ofﬁce is at Shell Centre, London SE1 7NA, United Kingdom and its headquarters are at Carel van Bylandtlaan 30, 2596 HR The Hague, The Netherlands, tel.: + 31 (0) 70 377 9111. Royal Dutch Shell is considered a resident of The Netherlands for Dutch and UK tax purposes.

1.2 History and development of the Royal Dutch/Shell Group

A1/5.1.5 The history of the companies that make up the Royal Dutch/Shell Group goes back more than a century. Royal Dutch was registered in 1890, with its main interests being the development of the oil fields of Sumatra. Shell Transport was formally established in 1897, having begun as a company selling seashells before diversifying into shipping oil. Subsequently, the Royal Dutch/Shell Group grew out of a scheme of amalgamation between Royal Dutch and Shell Transport dated 12 September 1906 and agreements from 1907 by which the scheme of amalgamation was implemented and pursuant to which they combined their interests in the oil industry through the transfer of all the significant operating assets of each of Royal Dutch and Shell Transport to companies owned 60 per cent. by Royal Dutch and 40 per cent. by Shell Transport. The Royal Dutch/Shell Group’s energy and petrochemical operations then expanded rapidly with acquisitions in Europe, Africa and the Americas and the establishment of its chemicals business in 1929. By the middle of the twentieth century, the Royal Dutch/Shell Group had become one of the world’s leading suppliers of oil products. The Royal Dutch/Shell Group was also developing interests in natural gas, which was emerging as a new alternative source of energy. This was followed by the major oil and gas discoveries in the North Sea in the 1970s, continued growth in gas consumption, and the first shipments of liquefied natural gas. The Royal Dutch/Shell Group has continued to grow and now employs about 114,000 people with operations in over 140 countries and territories around the world providing a wide range of energy and petrochemical products. Whilst best known to the public for its service stations and for exploring and producing oil and gas on land and at sea, the Royal Dutch/Shell Group’s activities include transporting and trading oil and gas, marketing natural gas, producing and selling fuel for ships and planes, generating electricity and providing energy efficiency advice. The Royal Dutch/Shell Group also produces and sells petrochemical building blocks to industrial consumers globally and is investing in making renewable and lower-carbon energy sources competitive for large-scale use. Arrangements between Royal Dutch and Shell Transport provide, among other things, that Royal Dutch and Shell Transport shall share in the aggregate net assets and in the aggregate dividends and interest received from the Royal Dutch/Shell Group in the proportion of 60:40. It is further arranged that the burden of all taxes in the nature of, or corresponding to, all income tax leviable in respect of such dividends and interest shall fall in the same proportion. Please see Parts VIII and IX of these Listing Particulars for information on important recent events in the development of the Royal Dutch/Shell Group.

38 2. Headquarters, general meetings, shareholder publications and arbitration 2.1 Headquarters The headquarters of Royal Dutch Shell are in The Netherlands and a requirement to this effect appears in the Royal Dutch Shell Articles. The meaning of ‘‘headquarters’’ under the Royal Dutch Shell Articles is established by the Royal Dutch Shell Board and can only be amended by a resolution of the Royal Dutch Shell Board in respect of which two-thirds of those Royal Dutch Shell directors who are present and voting vote in favour. The Royal Dutch Shell Board has resolved that ‘‘headquarters’’ shall mean the place of effective management of Royal Dutch Shell where: ) substantially all members of the Executive Committee will have their main ofﬁce and carry out their managerial activities; ) a majority of the heads of the key functions will have their main ofﬁce and carry out a substantial majority of their activities; ) a corporate secretariat will be located, which will provide all secretarial services to the Executive Committee, to the Royal Dutch Shell Board and to the Royal Dutch Shell Board Committees; ) in principle, all meetings of the Royal Dutch Shell Board, the Executive Committee and Committees of the Royal Dutch Shell Board will be held; and ) a majority of the main business units will have their effective place of management. A substantial presence will also be maintained in the UK where the global downstream (Oil Products and Chemicals) and trading businesses will continue to be based. Certain corporate functions will also continue to be based in London, including Treasury and Investor Relations. The RDS Group will continue to have substantial operating activities and investments located in both The Netherlands and the UK in upstream and downstream businesses.

2.2 General meetings General meetings of Royal Dutch Shell will generally be held in The Netherlands, drawing as necessary on technological links to permit active two-way participation by persons physically present in the UK and The Netherlands. Royal Dutch Shell Shareholders will be able to participate in the annual general meeting of Royal Dutch Shell by attending a venue in either The Netherlands or the UK. General meetings of Royal Dutch Shell will be held in the English language, unless otherwise determined by the Royal Dutch Shell Board. The ﬁrst annual general meeting of Royal Dutch Shell after Completion is expected to be held in May 2006.

2.3 Shareholder publications The Royal Dutch Shell annual report and accounts will be produced in English and a Dutch translation will be available on request. All other Royal Dutch Shell shareholder publications will be produced in English with a Dutch translation being made available should the Royal Dutch Shell Board consider it appropriate to do so.

2.4 Arbitration The Royal Dutch Shell Articles provide that all disputes: ) between a holder of Royal Dutch Shell Shares in its capacity as such and Royal Dutch Shell or any subsidiary of Royal Dutch Shell or any of Royal Dutch Shell’s or its subsidiaries’

39 directors or former directors arising out of or in connection with the Royal Dutch Shell Articles or otherwise; and

) to the fullest extent permitted by law, between Royal Dutch Shell or any subsidiary of Royal Dutch Shell and any of Royal Dutch Shell’s or its subsidiaries’ directors or former directors including all claims made by or on behalf of Royal Dutch Shell or any subsidiary of Royal Dutch Shell against any such director; and

) between a holder of Royal Dutch Shell Shares in its capacity as such and any of Royal Dutch Shell’s professional service providers (which could include auditors, legal counsel, bankers and ADR depositaries) that have agreed with Royal Dutch Shell to be bound by the arbitration and exclusive jurisdiction provisions of the Royal Dutch Shell Articles; and

) between Royal Dutch Shell and its professional service providers arising in connection with any such dispute between a holder of Royal Dutch Shell Shares and a professional service provider, shall be exclusively and ﬁnally resolved by arbitration in The Hague, The Netherlands under the Rules of Arbitration of the International Chamber of Commerce (‘‘ICC’’). This would include all disputes arising under UK, Dutch or US law (including securities laws), or under any other law, between parties covered by the arbitration provision.

Disputes relating to any failure or alleged failure by Royal Dutch Shell to pay all or part of a dividend which has been declared and which has fallen due for payment will not be subject to the arbitration and exclusive jurisdiction provisions of the Royal Dutch Shell Articles.

The tribunal will consist of three arbitrators, to be appointed in accordance with the rules of the ICC. The chairman must have at least 20 years experience as a lawyer qualiﬁed to practise in a common law jurisdiction within the Commonwealth and each other arbitrator must have at least 20 years experience as a qualiﬁed lawyer.

If a court or other competent authority in any jurisdiction determines that the arbitration requirement described above is invalid or unenforceable in any particular dispute in that jurisdiction, that dispute may only be brought in the courts of England and Wales.

The governing law of the Royal Dutch Shell Articles is the substantive law of England.

Royal Dutch Shell also plans to incorporate arbitration clauses into all indemnities granted by Royal Dutch Shell to its directors and into all service contracts to which the Royal Dutch Shell Directors are party. Royal Dutch Shell has also incorporated an arbitration clause into the Royal Dutch Shell ‘‘A’’ ADR Deposit Agreement and the Royal Dutch Shell ‘‘B’’ ADR Deposit Agreement which applies as between Royal Dutch Shell and holders of Royal Dutch Shell ADRs (but not the depositaries).

Royal Dutch Shell believes that the arbitration provision contained in the Royal Dutch Shell Articles provides a predictable framework in which to run its affairs and assess risk, which is in the interests of Royal Dutch Shell and its shareholders as a whole. Royal Dutch Shell also believes that the arbitration provision can provide the beneﬁts of swiftness and economy, when compared with litigation as a dispute resolution mechanism. As a company based in Europe, most of whose shareholders are expected to be located in Europe, Royal Dutch Shell considers it appropriate that the proceedings for resolving disputes among Royal Dutch Shell, its subsidiaries, its directors, its professional service providers (to the extent they have agreed to do so) and its shareholders and ADR holders, in their capacities as such, should be settled in Europe.

3. Financial reporting and accounting treatment Royal Dutch Shell has an accounting year end of 31 December. The ﬁrst Royal Dutch Shell annual report and accounts following Completion will be prepared for the period ending 31 December 2005. Generally, interim statements are expected to be prepared for the three-month periods ending 31 March, 30 June and 30 September in each year.

40 Royal Dutch Shell will prepare its ﬁnancial statements using International Financial Reporting Standards. Royal Dutch Shell will, for the purposes of its annual Form 20-F, reconcile its ﬁnancial statements to US GAAP in accordance with the requirements of the SEC. Royal Dutch Shell will account for the Transaction on an historical cost (or carry-over) basis under IFRS and US GAAP, meaning that the assets and liabilities of Royal Dutch and Shell Transport will continue to be carried on an historical cost basis (rather than being adjusted to fair value).

4. Application of City Code Royal Dutch Shell will be subject to the City Code after Completion.

A1/6.1.1 5. Business overview of the Royal Dutch/Shell Group 6.D.1 5.1 Activities and major interests 6.D.2

A1/6.2 The companies of the Royal Dutch/Shell Group are engaged worldwide in all the principal aspects of the oil and natural gas industry. They also have interests in chemicals and additional interests in power generation and renewable energy (chieﬂy in wind and solar energy). Oil and gas, by far the largest of the Royal Dutch/Shell Group companies’ business activities (which include the Royal Dutch/Shell Group’s Exploration and Production, Gas & Power and Oil Products segments), accounted for approximately 90 per cent. of net proceeds in 2004. In fact, Royal Dutch/Shell Group and associated companies constitute one of the largest oil and gas enterprises in the world (by a number of measures, including operating cashﬂow and oil and gas production). They market their oil products in more countries than any other oil company and have a strong position, not only in the major industrialised countries, but also in the developing ones. The distinctive Shell pecten (a trademark in use since the early part of the twentieth century) and trademarks in which the word Shell appears support this marketing effort throughout the world. Taken together, Royal Dutch/Shell Group and associated companies also rank among the world’s major chemical companies (by sales); in 2004 chemicals accounted for around 10 per cent. of the net proceeds of Royal Dutch/Shell Group companies. The Royal Dutch/Shell Group’s interest in power generation and renewable energy are considerably smaller, notwithstanding that the Royal Dutch/Shell Group’s renewables business is now one of the largest global solar enterprises (by production). The Royal Dutch/Shell Group’s various activities are conducted in more than 140 countries and territories. The breakdown of the net proceeds of the Royal Dutch/Shell Group by industry segment and by geographical region for the years 2002 to 2004 set out below has been extracted without material adjustment from Part XIII of these Listing Particulars. Investors should read the whole of these Listing Particulars and not just rely on key or summarised information.

A1/6.2 Net Proceeds by Industry Segment 6.D.2 (including inter-segment sales) 6.D.3

$ million 2004 2003 2002 As restated(1) As restated(1) Exploration & Production Third parties 20,643 12,224 11,640 Inter-segment 19,001 20,244 14,680 39,644 32,468 26,320 Gas & Power Third parties 9,604 7,377 4,254 Inter-segment 1,210 850 620 10,814 8,227 4,874 Oil Products Third parties 207,006 159,075 132,681 Inter-segment 11,924 3,416 3,080 218,930 162,491 135,761 Chemicals Third parties 26,877 18,843 14,125

41 Net Proceeds by Industry Segment (including inter-segment sales)

$ million 2004 2003 2002 As restated(1) As restated(1) Inter-segment 2,620 1,974 1,082 29,497 20,817 15,207 Corporate and Other Third parties 1,060 843 753 Inter-segment 11 29 17 1,071 872 770

Total net proceeds (excluding inter-segment sales) 265,190 198,362 163,453

Net Proceeds by Geographical Area (excluding inter-segment sales)

$ million 2004 2003 2002 As restated(1) As restated(1) Europe 94,904 70,375 62,575 Other Eastern Hemisphere 49,482 37,482 32,406 USA 102,877 75,109 54,677 Other Western Hemisphere 17,927 15,396 13,795 265,190 198,362 163,453

5.2 Description of activities and principal markets Set out below is a summary description of the activities and principal markets of the businesses of the Royal Dutch/Shell Group. Further information on the activities and assets of the Exploration and Production business appears in paragraph 1 of Part IX of these Listing Particulars. Further information on the activities and assets of the Gas & Power, Oil Products and Chemicals businesses appears in Part X of these Listing Particulars.

(a) Exploration and Production The Exploration and Production business searches for and recovers oil and gas around the world and is active in 34 countries. The majority of these activities are carried out in ventures with other parties.

(b) Gas & Power The Gas & Power business liquefies and transports natural gas, and develops gas markets and infrastructure, including gas-fired power plants. It also markets and trades natural gas and electricity and converts natural gas to liquids to provide clean fuels. The majority of activities, in particular liquefied natural gas, are carried out by associated companies.

(c) Oil Products Oil Products encompasses all the activities which transform crude oil into Shell products for customers. As at the end of 2004, the Royal Dutch/Shell Group had an interest in more than 50 refineries worldwide and markets fuels for the automotive, aviation and marine sectors, along with heating oils, industrial and consumer lubricants, speciality products such as bitumen and liquefied petroleum gas (propane and/or butane liquefied petroleum gas) and technical services.

(d) Chemicals The Royal Dutch/Shell Group chemicals companies produce and sell petrochemicals to industrial customers globally. The products are widely used in plastics, coatings and detergents, which in turn are

(1) See Note 2 to the ﬁnancial information relating to the Royal Dutch/Shell Group set out in Part XIII of these Listing Particulars.

42 used in products such as ﬁbres and textiles, thermal and electrical insulation, medical equipment and sterile supplies, computers, lighter and more efﬁcient vehicles, paints, and biodegradable detergents.

Royal Dutch/Shell Group companies currently produce a number of base chemicals and petrochemicals. They are major suppliers of base chemicals such as lower oleﬁns and aromatics, and ﬁrst-line derivatives such as styrene monomer, propylene oxide, solvents, detergent intermediates, and ethylene oxide.

(e) Other

Shell Renewables is developing the Royal Dutch/Shell Group’s options in renewable energy, focusing on two principal areas — solar and wind energy. The business manufactures and markets solar energy systems and develops and operates wind parks.

Shell Hydrogen is developing projects with the aim of introducing hydrogen as a commercial product into relevant transportation and stationary markets.

6. Organisational structure

A1/7.1 6.1 The Royal Dutch/Shell Group

The Transaction will result in Royal Dutch Shell becoming the parent company of Royal Dutch and Shell 6.C.17 Transport and, through Royal Dutch and Shell Transport, of the Royal Dutch/Shell Group.

Currently, Royal Dutch and Shell Transport are the parent companies of the Royal Dutch/Shell Group but are not themselves part of it. All operating activities are conducted by companies that are members of the Royal Dutch/Shell Group.

A1/7.2 6.2 Principal subsidiaries A1/25.1 Following Completion, Royal Dutch Shell will directly own 100 per cent. of the issued share capital of Royal Dutch (assuming full acceptance of the Royal Dutch Offer during the Royal Dutch Offer Acceptance Period) and all of the issued share capital of Shell Transport, save for the Dividend Access Share.

The following table shows, in addition to Royal Dutch and Shell Transport, the principal subsidiary undertakings which are considered by Royal Dutch Shell to be likely to have a significant effect on the assessment of the assets and liabilities, the financial position and/or the profits and losses of the RDS Group.

43 6.E.11(a)(i) Country of 6.E.11(a)(ii) Proportion of Incorporation and Share Capital Registered 6.E.11(a)(iii) Name (per cent.) Nature of Business Ofﬁce Shell Holdings (UK) Limited 100(1) Holding company England and Wales Shell Centre London SE1 7NA United Kingdom Shell Oil Company 100(1) Holding/operating company Delaware, US Corporation Service Company 2711 Centerville Road, Suite 400 Wilmington, Delaware 19808 County New Castle United States Shell Petroleum Inc 100(1) Holding company Delaware, US The Corporation Trust Company Corporation Trust Center 1209 Orange Street City Wilmington, Delaware 19801 County New Castle United States Shell Petroleum N.V 100(1) Holding company The Netherlands (Address of statutory seat) Carel van Bylandtlaan 30 2596 HR The Hague The Netherlands Shell UK Limited 100(1) Holding/operating company England and Wales Shell Centre London SE1 7NA United Kingdom The Shell Petroleum Company Limited 100(1) Holding company England and Wales Shell Centre London SE1 7NA United Kingdom (1) Assuming full acceptance of the Royal Dutch Offer.

6.D.11 A1/5.2.1 7. Principal investments 6.D.12(a) A1/5.2.2 Details of (i) the principal investments of the Royal Dutch/Shell Group for the financial years ended 6.D.12(b) 31 December 2002, 2003 and 2004 and for the period between 31 December 2004 and 13 May 2005 6.D.13 (the last practicable date prior to the publication of this document), and (ii) the principal investments of the Royal Dutch/Shell Group that are in progress, are set out below: ) in 1999, a final investment decision was taken to invest in the Athabasca Oil Sands Project, an oil sands mining project in the Athabasca oil sands area of northern Alberta, Canada (Shell Canada Limited(1) share 60 per cent.). First production was achieved in 2003. Total Shell Canada expenditure was C$5.7 billion. Additional expansion projects over 2006 to 2010 are expected to require investment of an additional C$4 billion and will be financed by cash flow and corporate debt; ) in February 2002, the Royal Dutch/Shell Group acquired Texaco downstream assets in the US (including refineries, retail service stations, pipelines and terminals) for cash consideration of $2.1 billion and the assumption of $1.4 billion of debt and $0.3 billion in pension liabilities; ) in April 2002, the Royal Dutch/Shell Group acquired the UK-based Enterprise Oil plc for cash consideration of $5.3 billion and the assumption of $2.4 billion of debt; ) in October 2002, the Royal Dutch/Shell Group acquired the US-based Pennzoil-Quaker Stake Company for cash consideration of $1.9 billion and the assumption of $1.3 billion of debt; and

(1) The Royal Dutch/Shell Group has a 78 per cent. share of Shell Canada Limited.

44 ) in May 2003, the Royal Dutch/Shell Group and its partners took a final investment decision to invest in phase 2 of the Sakhalin II project located on Sakhalin Island in Russia (Royal Dutch/ Shell Group share 55 per cent.). Phase 1 has been producing oil since 1999. Phase 2 is an integrated oil and gas project including a liquefied natural gas (‘‘LNG’’) plant and an oil and LNG export terminal. First production and the first LNG cargo is targeted by end 2007. Overall investment in the Sakhalin II project is expected to be over $10 billion financed by a combination of shareholders’ funds and third-party loans.

A1/5.2.3 In addition to the above projects, the Royal Dutch/Shell Group has also committed to the 6.D.13 following investment: ) in October 2003, the Royal Dutch/Shell Group signed heads of agreement for the construction of the Pearl Gas to Liquids (‘‘GTL’’) plant in Qatar. The Pearl GTL project comprises the development of upstream gas production facilities and an onshore GTL plant. Furthermore, a development and production sharing agreement was signed in July 2004. First production is expected in 2009 and total project costs are expected to be $5-6 billion. Save as disclosed above and save to the extent that ongoing investments outlined above have continuing capital investment requirements, management bodies of Royal Dutch Shell, Royal Dutch, Shell Transport and the Royal Dutch/Shell Group have not made any ﬁrm commitments on any principal future investments which are material to the RDS Group as a whole.

A1/8.1 8. Property, plant and equipment 6.D.4 There is no existing or planned tangible ﬁxed asset which is material to the business of the RDS Group. However, although no single ﬁxed asset is material, please see paragraph 1 of Part IX of these Listing Particulars for information relating to the assets of the Exploration and Production business, and Part X of these Listing Particulars for information relating to the assets of the Gas & Power, Oil Products and Chemicals businesses.

A1/8.2 Please see paragraph 9 of Part VIII of these Listing Particulars for a description of the environmental issues that may affect the RDS Group’s utilisation of its tangible ﬁxed assets.

9. Principal establishments 6.D.4 Upon Completion, there will be no establishments of the RDS Group which will account for 10 per cent. or more of its net turnover or production. The principal places of business of Royal Dutch Shell will be its headquarters at Carel van Bylandtlaan 30, 2596 HR The Hague, The Netherlands and its registered ofﬁce at Shell Centre, London SE1 7NA, UK.

10. Royal Dutch Shell Share Plans and continuing Royal Dutch/Shell Group Share Plans Following Completion, Royal Dutch Shell intends to adopt the new Royal Dutch Shell Share Plans. Royal Dutch Shell also intends to continue certain existing Royal Dutch/Shell Group Share Plans.

10.1 Summary of Royal Dutch Shell Share Plans The proposed new Royal Dutch Shell Share Plans are the Long-Term Incentive Plan, the Restricted Share Plan and the Deferred Bonus Plan. Grants of awards under the new Royal Dutch Shell Share Plans will be made on a similar basis to that on which awards have been made under the Royal Dutch/Shell Group Share Plans. Approval for the adoption of the new Royal Dutch Shell Share Plans will be sought at the Royal Dutch annual general meeting and the Shell Transport annual general meeting to be held on 28 June 2005. Implementation of elements of the Royal Dutch Shell Share Plans in certain jurisdictions may require consultation with appropriate employee representative bodies. The terms of the Royal Dutch Shell Share Plans are broadly similar. The distinctive features of each Royal Dutch Shell Share Plan are highlighted below. The terms which are common to all the Royal Dutch Shell Share Plans are then set out in detail.

45 Participation in the Royal Dutch Shell Share Plans by executive directors of Royal Dutch Shell, including levels of awards and performance targets, will be determined by the Remuneration Committee of Royal Dutch Shell.

(a) Long-Term Incentive Plan The Long-Term Incentive Plan allows for conditional awards of free Royal Dutch Shell Shares of two and a half times base pay to any one participant in any one year. A maximum of 200 per cent. of the Royal Dutch Shell Shares awarded can vest to the extent a performance target is met. Awards under this plan will be made to executive directors of Royal Dutch Shell and selected key employees of the RDS Group. When awards are made to individuals who are not executive directors of Royal Dutch Shell, this plan will be known as the ‘‘Performance Share Plan’’.

(b) Restricted Share Plan The Restricted Share Plan also allows for the grant of rights to acquire free Royal Dutch Shell Shares. Awards under this plan will not be made to executive directors of Royal Dutch Shell.

(c) Deferred Bonus Plan Participants in the Deferred Bonus Plan can elect to defer up to 50 per cent. of their annual bonus for an award of Royal Dutch Shell Shares (‘‘Deferred Bonus Shares’’). From 2006, 25 per cent. of any annual bonus awarded to executive directors will be deferred on a mandatory basis. The participant may also be granted an additional award of matching Royal Dutch Shell Shares (‘‘Matching Shares’’) based on the number of Deferred Bonus Shares awarded together with Royal Dutch Shell Shares representing the value of dividends payable on the Deferred Bonus Shares (‘‘Dividend Shares’’). Three out of every four Matching Shares awarded to executive directors will be subject to satisfaction of a performance target.

(d) Common terms The Royal Dutch Shell Share Plans share the following terms:

(i) When awards can be made Awards under the Royal Dutch Shell Share Plans will generally only be made within 42 days after the announcement of Royal Dutch Shell’s results for any period. The Royal Dutch Shell Share Plans will all terminate, at the latest, 10 years after their adoption.

(ii) Eligibility All employees of Royal Dutch Shell, any subsidiaries and selected associated companies are eligible to participate in all the Royal Dutch Shell Share Plans.

(iii) Performance targets and value of awards Performance targets will be measured over a period of at least three ﬁnancial years of Royal Dutch Shell. There will be no retesting of performance targets after the end of the measurement period.

(iv) Normal vesting of awards Awards will normally only vest and Royal Dutch Shell Shares will normally only be released three years after grant or at the end of the period over which the performance target is measured to the extent the performance target is satisﬁed.

(v) Leaving employment If a participant ceases to be an employee or director, his award will normally lapse. However, an award will not lapse but will continue (subject to the same performance targets) if employment terminates because of a participant’s ill health, disability, injury, retirement, redundancy, on the completion of a ﬁxed-term contract or in other circumstances if allowed by the granting company.

46 If a participant dies prior to the determination of the relevant performance target, his award will vest at the target level on the date of death.

If a participant’s employing company or business is sold outside the RDS Group, the award will either be rolled over into new equivalent rights or will vest on the date of sale to the extent that any performance targets are satisﬁed at that time.

Because Deferred Bonus Shares under the Deferred Bonus Plan represent the bonus which a participant has already earned but deferred, a participant who has been granted Deferred Bonus Shares under the Deferred Bonus Plan may lose the corresponding Matching Shares if he leaves employment but will still receive the Deferred Bonus Shares granted to him.

(vi) Dividend equivalents Awards may be granted on the basis that a participant will receive, to the extent the award vests, a cash amount or a number of Royal Dutch Shell Shares representing the value of dividends paid on the Royal Dutch Shell Shares awarded from the date of the award until vesting or receipt of Royal Dutch Shell Shares.

(vii) Variations in share capital Awards may be adjusted following rights issues, demergers and certain variations in the share capital of Royal Dutch Shell including capitalisations and subdivisions, consolidations or reductions of capital.

(viii) Takeovers and reconstructions On a takeover or reconstruction, awards may be exchanged for equivalent awards over shares in the acquiring company. Awards which are subject to performance targets will only be exchanged to the extent that the targets are satisﬁed at the date of the reconstruction or takeover and will lapse as to the balance. Accordingly, the new awards will not be subject to any performance targets.

If, on a takeover, the acquiring company does not agree to the exchange of awards, awards will instead vest to the extent that any performance targets are satisﬁed as at the date of the takeover.

(ix) Dilution limits In any 10-year period, not more than 10 per cent. of the issued ordinary share capital of Royal Dutch Shell may be issued under the Royal Dutch Shell Plans and all other plans operated by Royal Dutch Shell. In addition, in any 10-year period, not more than 5 per cent. of the issued ordinary share capital of Royal Dutch Shell may be issued under the awards made under the Royal Dutch Shell Share Plans and any other plans adopted by Royal Dutch Shell on a discretionary (rather than an all-employee) basis. These limits do not include rights which have lapsed or been surrendered. Rights under the Royal Dutch Shell Share Plans may also be satisﬁed using treasury shares. If treasury shares are used, they will count towards the dilution limits set out above for so long as it is best practice to do so.

(x) Amendments Provisions relating to eligibility, individual and dilution limits, rights attaching to awards and Royal Dutch Shell Shares, adjustment of awards and other rights in the event of a variation in share capital and the amendment powers cannot be altered to the advantage of present or future participants without the prior approval of Royal Dutch Shell Shareholders in general meeting. However, no such approval is required for other changes or for minor changes intended to beneﬁt the administration of the Royal Dutch Shell Share Plans, or to comply with or take account of existing or proposed legislation or any changes in legislation, or to secure favourable tax treatment for Royal Dutch Shell, members of the RDS Group or participants.

47 (xi) General Awards granted under the Royal Dutch Shell Share Plans are not transferable and beneﬁts under the Royal Dutch Shell Share Plans are not pensionable. Any Royal Dutch Shell Shares issued under the Royal Dutch Shell Share Plans will rank equally with Royal Dutch Shell Shares of the same class in issue on the date of allotment, except in respect of rights arising by reference to a prior record date. The Royal Dutch Shell directors will determine whether any Royal Dutch Shell Shares to be issued under the Royal Dutch Shell Share Plans will be ‘‘A’’ Shares or ‘‘B’’ Shares. However, any future issue of additional ‘‘B’’ Shares will only be made after prior consultation with the Dutch Revenue Service.

10.2 Summary of continuing Royal Dutch/Shell Group Share Plans It is proposed that, following Completion and subject to all necessary consents and approvals, the RDS Group will continue to operate the existing Royal Dutch/Shell Group Share Plans described below. These Royal Dutch/Shell Group Share Plans will continue to be operated in substantially the same form by the companies which currently operate them and will be amended to offer options or awards over Royal Dutch Shell Shares rather than over Royal Dutch Shares or Shell Transport Ordinary Shares as is currently the case (other than the Shell Canada Plans which will continue to offer awards over Shell Canada Limited shares). Awards under these plans will be satisﬁed by the companies making market purchases of Royal Dutch Shell Shares. The principal provisions of the continuing Royal Dutch/Shell Group Share Plans, after the necessary amendments have been made, are summarised below.

(a) The UK Sharesave Scheme

(i) Eligibility All UK-resident employees of The Shell Petroleum Company Limited and its participating subsidiaries may apply for options under the UK Sharesave Scheme whenever it is operated.

(ii) Issue of invitations and grant of options Invitations to participate in the UK Sharesave Scheme may normally only be issued within the 12-day period after the announcement of Royal Dutch Shell’s results for any period. Invitations may be issued outside these periods in exceptional circumstances. At the time of receiving options, participants must enter into a savings contract with a nominated savings institution under which they agree to make monthly contributions of up to £250 (or any higher amount permitted by legislation) from their pay. The savings contract can be fixed for a period of three or five years. The number of Royal Dutch Shell Shares over which a participant is granted an option will be the number that can be acquired, at the exercise price, with the savings made plus a bonus payable on maturity of the savings contract. The UK Sharesave Scheme envisages that options will be satisfied by the transfer to participants of existing Royal Dutch Shell Shares.

(iii) Exercise price The exercise price of options may not be less than the middle market quotation of a Royal Dutch Shell Share derived from the London Stock Exchange daily ofﬁcial list over the dealing days speciﬁed in the invitation.

(iv) Exercise of options Options may normally only be exercised during the six-month period following the bonus date of the related savings contract. This may be after the third or ﬁfth anniversary of the date of grant. In certain circumstances, exercise of options is permitted in respect of the number of Royal Dutch Shell Shares that may be acquired using the proceeds of the partially completed savings contract. Examples are where a participant leaves employment in circumstances of death, retirement at contractual retirement

48 age, injury, disability or redundancy. If a participant leaves employment other than in such special circumstances, his options will lapse. Options may also be exercised in the event of a takeover, reconstruction or amalgamation or voluntary winding up of Royal Dutch Shell or, in certain circumstances, may be exchanged for options over shares in an acquiring company.

(v) Variation of share capital In the event of any capitalisation issue, rights issue, sub-division, consolidation or reduction of capital or any other variation of Royal Dutch Shell’s share capital, the number of Royal Dutch Shell Shares and/or the exercise price may be adjusted by the Royal Dutch Shell Board with the approval of HMRC, where the auditors certify that the adjustment is, in their opinion, fair and reasonable.

(vi) Rights of optionholders

Options are not transferable and may only be exercised by the persons to whom they were granted or their personal representatives. Royal Dutch Shell Shares transferred under the UK Sharesave Scheme will rank pari passu with Royal Dutch Shell Shares of the same class in issue (except in respect of entitlements arising prior to the date of exercise). Beneﬁts under the UK Sharesave Scheme are not pensionable.

(vii) Amendments

The provisions governing eligibility requirements, limitation on contributions, calculation of the exercise price, restrictions upon the exercise of an option, terms relating to exercise and lapse of options, changes in the control of Royal Dutch Shell and liquidation, the transfer of options, loss of ofﬁce and variation of capital and the alteration and termination clause cannot be altered to the advantage of eligible employees or optionholders without the prior approval of shareholders of The Shell Petroleum Company Limited in general meeting (except for minor amendments to beneﬁt the administration of the UK Sharesave Scheme, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants in the UK Sharesave Scheme or for Royal Dutch Shell or its subsidiaries). All changes are subject to prior approval of HMRC.

(b) The Shell all employee share ownership plan (‘‘SAESOP’’) (i) Eligibility

Whenever the directors of The Shell Petroleum Company Limited decide to operate the SAESOP, all UK-resident employees of The Shell Petroleum Company Limited and its participating subsidiaries must be invited to join the plan. The directors must not invite any employees who participate in another employee share ownership plan established by The Shell Petroleum Company Limited which is approved under Schedule 2 to ITEPA, or any employee who is excluded from participating because they hold a material interest in The Shell Petroleum Company Limited. The directors may set a qualifying period of service from time to time which must apply for all employees. If free Royal Dutch Shell Shares are offered, this period can be up to 18 months ending with the date of award of free Royal Dutch Shell Shares. If partnership and matching Royal Dutch Shell Shares are offered and there is no accumulation period, the qualifying period can be up to 18 months, ending with the start of the deductions from salary. If there is an accumulation period, the qualifying period can be up to six months, ending with the start of the relevant accumulation period.

(ii) Issue of invitations and grant of options

Invitations to participate in the SAESOP must be in the form agreed by the directors of The Shell Petroleum Company Limited and the trustees of the SAESOP and approved by HMRC. The invitation and application will specify whether, for that operation of the SAESOP, free Royal Dutch Shell Shares and/or partnership and matching Royal Dutch Shell Shares (and, when relevant, dividend Royal Dutch Shell Shares) may be acquired.

49 (iii) Free shares If the SAESOP is operated to provide free shares, free Royal Dutch Shell Shares awarded to each employee participating in the SAESOP must not have an initial market value of more than £3,000 in any tax year or any greater amount speciﬁed for the purposes of ITEPA (‘‘Free Shares’’). The directors of The Shell Petroleum Company Limited will set the allocation system for the operation of the SAESOP including any performance measures which apply and the holding period for which the Free Shares must be held, which must be at least three years but not more than ﬁve years beginning with the award day. As soon as practicable after setting the terms relating to the Free Shares, each participating company must contribute to the trustee an amount for the operation of the SAESOP. The trustee will as soon as reasonably practicable use the funds to purchase Royal Dutch Shell Shares. To date the SAESOP has not been operated to provide Free Shares.

(iv) Partnership shares If the SAESOP is operated to provide partnership shares, employees are invited to invest in Royal Dutch Shell Shares through deductions from salary up to a limit of 10 per cent. of their gross salary for any tax year, or £1,500 in any tax year (whichever is less), or a greater percentage or amount specified in ITEPA (‘‘Partnership Shares’’). At the time of invitation, the directors of The Shell Petroleum Company Limited decide whether there will be an accumulation period in relation to Partnership Shares, which is a period within which a participant’s contribution to Partnership Shares are held prior to their award, and which cannot be longer than 12 months (or a longer period specified in ITEPA). If there is no accumulation period, the trustee allocates Partnership Shares to the participants on a date set by the trustee which cannot be later than 30 days after the last day on which the relevant deduction of contributions takes place. If there is an accumulation period, the trustee allocates Partnership Shares to each participant within 30 days after the end of that period. A participant may at any time take out of the SAESOP any Partnership Shares acquired on his or her behalf. This may be subject to a tax charge under ITEPA. A participant who takes out Partnership Shares within three years of their acquisition may lose any rights to Matching Shares in respect of them as determined by the directors of The Shell Petroleum Company Limited. A participant may direct the trustee to transfer the Partnership Shares to him or any other person. He may also assign or charge his beneficial interest in the Partnership Shares.

(v) Matching shares If the SAESOP is operated to provide matching shares, a participant who invests in Partnership Shares is entitled to an award of matching Royal Dutch Shell Shares (‘‘Matching Shares’’). The directors of The Shell Petroleum Company Limited will set the ratio of Matching Shares to Partnership Shares from time to time. The ratio cannot exceed the ratio speciﬁed in ITEPA which is currently two Matching Shares to one Partnership Share. Participating companies pay an amount equal to the award of Matching Shares to the trustee and the trustee immediately uses the funds to purchase Royal Dutch Shell Shares. To date the SAESOP has not been operated to provide Matching Shares.

(vi) Dividend shares The trustee of the SAESOP must reinvest cash dividends it receives in respect of SAESOP Royal Dutch Shell Shares held on behalf of participants in additional Royal Dutch Shell Shares to be held on behalf of participants up to a limit of £1,500 in each tax year (or such greater amount as speciﬁed in ITEPA (‘‘Dividend Shares’’)). The directors of The Shell Petroleum Company Limited may from time to time decide that instead of reinvesting dividends received in respect of the SAESOP Royal Dutch Shell Shares, the trustee may pay the cash dividends to participants as soon as practicable after receipt.

50 The trustee allocates Dividend Shares to participants within 30 days of receiving the cash dividend. The trustee must treat participants fairly and equally. Cash dividends payable in respect of Royal Dutch Shell Shares awarded under the SAESOP and not reinvested in Dividend Shares (because they exceed the limits) belong to the relevant participants. The trustee pays those dividends to the participant as soon as practicable after receipt. The trustee may receive, following a direction from the participant, shares credited as fully paid in whole or in part instead of a cash dividend. These Royal Dutch Shell Shares will not form part of the participant’s Royal Dutch Shell Shares awarded under the SAESOP.

(vii) Acquisition of shares The Shell Petroleum Company Limited may from time to time ask the trustee to acquire any number of Royal Dutch Shell Shares for awards to participants on a later operation of the SAESOP. The Shell Petroleum Company Limited will ensure that the trustees have sufﬁcient funds to acquire such Royal Dutch Shell Shares.

(viii) Restrictions on disposals of shares The trustee retains the Free Shares, Matching Shares and Dividend Shares throughout the relevant holding periods. A participant cannot assign, charge or dispose of his beneﬁcial interest in these shares in any way during these periods except in the circumstance of a takeover offer or reconstruction of Royal Dutch Shell, or if that participant leaves employment.

(ix) Voting The trustee invites participants to direct it on the exercise of any voting rights attaching to Royal Dutch Shell Shares awarded under the SAESOP and held by the trustee on their behalf.

(x) Offers A participant has the right to direct the trustee on the appropriate action to take in relation to any right to receive other shares, securities or rights of any description in relation to a reconstruction or takeover of Royal Dutch Shell. On an exchange of shares in the event of a reconstruction or takeover of Royal Dutch Shell, the trustee will hold any new shares as shares subject to the SAESOP as if they were the original Royal Dutch Shell Shares.

(xi) Losing rights to Royal Dutch Shell Shares The directors of The Shell Petroleum Company Limited may decide that a participant who leaves employment within a period speciﬁed by the directors (not exceeding three years) of the award day will lose any right to receive Free Shares or Matching Shares. However, if a participant leaves employment because of death, retirement, injury or disability, redundancy, change of control of the employer company, or any other reason determined by the directors, the participant will be entitled to receive the Free and Matching Shares on leaving employment. Where a participant loses rights to Free Shares or Matching Shares and they remain part of the SAESOP, the trustee will hold those Royal Dutch Shell Shares on general trust for the purposes of the SAESOP. The directors of The Shell Petroleum Company Limited may decide that the SAESOP will operate on the basis that if a participant leaves employment for any reason, the trustee will transfer the participant’s SAESOP Royal Dutch Shell Shares to the participant as soon as reasonably practicable.

(xii) Amendments The directors of The Shell Petroleum Company Limited and the trustee may together by deed at any time change the rules of the SAESOP. However, if any provision needed to comply with the requirements of Schedule 2 of ITEPA is to be amended, the change will not have any effect until it has been approved by HMRC. In addition, the directors and trustee must not make any change which would prevent achievement of the objects of the SAESOP, or any change which would prevent the SAESOP from being an employees’ share scheme as deﬁned in the Companies Act, or would have a material

51 adverse effect on the rights attaching to Royal Dutch Shell Shares already awarded to or acquired on behalf of participants.

(c) The global employee share purchase plan (‘‘GESPP’’) (i) Eligibility All employees of any participating subsidiary company of Royal Dutch who work in a participating country in which the GESPP is operating, or any expatriate employees of a subsidiary of Royal Dutch working outside their base country and who meet any additional eligibility criteria speciﬁed in a schedule of variance for that country, and who are not directors of The Shell Petroleum Company Limited, Shell Petroleum N.V, or Royal Dutch Shell, may participate in the GESPP.

(ii) Issue of invitations An invitation to apply to join the GESPP may be issued in each 12-month period, commencing on 1 November and ending on 31 October, in which the directors of Shell Petroleum N.V. or The Shell Petroleum Company Limited decide to operate the GESPP. Participants specify the monthly amount they agree to contribute to the GESPP by way of a fixed amount of salary up to a limit specified in the invitation. The administrator of the GESPP applies all the contributions made during a three month savings period to the purchase of Royal Dutch Shell Shares during a buying period. The buying period is either the first 14 days of the month following the savings period or, if there is a quarterly announcement in the month following the savings period, then the buying period is the 14 days following the date of the quarterly announcement. If an ex-dividend date for the Royal Dutch Shell Shares falls within a buying period, then purchases of Royal Dutch Shell Shares are made on or after that ex-dividend date except where this would leave less than five trading days to buy those shares, in which case all purchases of Royal Dutch Shell Shares are made before the ex-dividend date. The price of an acquired Royal Dutch Shell Share is the average price (ignoring any costs or stamp duty) of all Royal Dutch Shell Shares bought during the relevant buying period.

(iii) Dividends and re-investment shares The administrator of the GESPP applies all dividends paid on Royal Dutch Shell Shares held within the GESPP to the purchase of Royal Dutch Shell Shares within the 14-day period after the payment date of that dividend. Where dividend reinvestment is not permitted by local law, dividends are paid to the participant through his or her employing company.

(iv) Holding period and matched shares If a participant keeps acquired Royal Dutch Shell Shares in the GESPP until the end of the 12-month savings cycle commencing on 1 November and ending on 31 October in any year, then the participant is awarded a number of matched Royal Dutch Shell Shares (‘‘Matched Shares’’). The number of Matched Shares is a speciﬁed percentage (which has historically been 15 per cent.) of the acquired Royal Dutch Shell Shares that were held by the trustees in the GESPP for the entirety of the holding period.

(v) Rights of participants A participant has no voting rights attaching to any Royal Dutch Shell Shares held on his or her behalf in the GESPP. A participant may at any time request that any number of the acquired Royal Dutch Shell Shares held in the GESPP on his or her behalf are sold or transferred to the participant’s own name. The GESPP administrator will sell a sufﬁcient number of Royal Dutch Shell Shares to meet any transaction fees or any tax or social security withholding obligations arising in respect of a participant’s participation in the GESPP. Beneﬁts under the GESPP are not pensionable. Any rights to an award of Matched Shares are personal to the participant and may not be transferred, assigned or disposed of in any way other than by will.

52 (vi) Reorganisations If there is, in the opinion of Shell Petroleum N.V. or The Shell Petroleum Company Limited (as applicable), a change of control of Royal Dutch Shell, any acquired Royal Dutch Shell Shares which are subject to a holding period are treated as if they had been held for the entire holding period necessary to qualify for Matched Shares and will be transferred to the participant or sold by the administrator.

If a change of control occurs by which, in the opinion of Shell Petroleum N.V. or The Shell Petroleum Company Limited (as applicable), ultimate control of Royal Dutch Shell does not change substantially as a result, the Royal Dutch Shell Shares held in the GESPP on a participant’s behalf may be exchanged for shares in the company which controls Royal Dutch Shell and any entitlement the participant has under the GESPP in relation to Royal Dutch Shell Shares will continue on the same terms in respect of the shares in the acquiring company.

(vii) Amendments Shell Petroleum N.V. or The Shell Petroleum Company Limited (as applicable) may at any time alter or vary provisions of the GESPP, other than provisions dealing with the amendment rules, or the percentage of Matched Shares awarded at the beginning of a savings cycle. No amendment of the GESPP is effective to the extent that the GESPP would cease to be an employees’ share scheme as deﬁned in the Companies Act.

(d) The global employee share purchase plan (US) (‘‘GESPP (US)’’) (i) Eligible employees Any person who is a regular full-time, regular part-time, or a ﬁxed-term employee of a participating company is eligible to participate. For these purposes, a regular full-time or regular part-time employee is any employee whose customary employment with a participating company is at least 20 hours per week.

Participating companies in the GESPP (US) include Shell Oil Company and such of its subsidiaries or afﬁliates as it shall so designate.

(ii) Invitations An invitation to apply to participate in the GESPP (US) may be issued prior to each savings period. Each savings period is from 1 January to 31 December each year. Participants specify the contribution percentage they wish to make for each savings period.

(iii) Contribution and plan limits Contributions are made by deductions of a percentage amount of salary and bonus on each payday 1 during the savings period. The contribution percentage may be any increment of /2 per cent., with a minimum contribution of 1 per cent. and a maximum of 25 per cent. up to a ﬁxed dollar limit set for the year.

(iv) Share purchase Contributions made in a savings period by a participant are applied to the purchase of Royal Dutch Shell Shares on the purchase date. The purchase date is the ﬁrst trading day following the end of the savings period.

The price of an acquired Royal Dutch Shell Share shall be the lesser of the price of Royal Dutch Shell Shares, reduced by a 15 per cent. purchase discount, at the close of trading either on the ﬁrst trading day of the savings period or on the ﬁrst trading day following the end of the savings period.

Any residual cash (reﬂecting any fractional Royal Dutch Shell Shares) in the custody account after the purchase of acquired Royal Dutch Shell Shares and satisfaction of any estimated tax withholding obligation is transferred to the participant’s brokerage account.

53 (v) Interest No interest or other type of earnings is payable to a participant on any amounts set aside through payroll deductions or on any amounts due to the participant pursuant to the rules of the GESPP (US).

(vi) Benefits non-pensionable Benefits under the GESPP (US) do not form part of a participant’s remuneration for the purposes of determining entitlement to any benefit of employment including any pension or retirement benefit, life insurance, health insurance or other similar benefit.

(vii) Transfer of rights The contributions held on behalf of a participant are personal to that participant. Any attempt to transfer, assign, pledge or otherwise dispose of such contribution in any way other than by will or in accordance with any applicable matrimonial laws or the laws of descent is without effect and the participant will be deemed to have totally withdrawn from the GESPP (US).

(viii) Amendments Except as provided below, Shell Oil Company may at any time alter, vary or add to the provisions of the plan in relation to the operation of the GESPP (US) generally or in respect of any participant. However, Shell Oil Company may not alter the amendment provisions or the percentage of the purchase discount except with effect from the beginning of the savings period.

(ix) Adjustment/reorganisations In the event that the number of outstanding Royal Dutch Shell Shares is changed by a stock dividend, stock split, reverse stock split, combination, reclassiﬁcation or similar change in the capital structure of Royal Dutch Shell without consideration, the number of Royal Dutch Shell Shares available under the GESPP (US) and the number of Royal Dutch Shell Shares remaining subject to purchase and the purchase price per share of such remaining Royal Dutch Shell Shares will be proportionately adjusted subject to any required action by the Royal Dutch Shell Shareholders and compliance with applicable securities laws provided, however, that no fractional Royal Dutch Shell Shares will be issued and any resulting fraction of a Royal Dutch Shell Share will be rounded down to the nearest whole Royal Dutch Shell Share.

(e) The Australian Plan (i) Introduction The Australian Plan allows employees to participate, at the invitation of their employer, in the acquisition of Royal Dutch Shell Shares using pre-tax dollars by way of salary sacriﬁce. The Australian Plan is conducted as a non-discriminatory employee share scheme open to all full-time and part-time employees of Shell Company of Australia Limited, Shell Information Technology International Pty Ltd. and Shell Reﬁning (Australia) Pty Ltd. Employees may elect to either: ) acquire shares in Royal Dutch Shell with a market value from A$200 to A$1,000 each year or such other amount as may be exempt from inclusion as assessable income (‘‘Tax Exempt Scheme’’); or ) acquire shares in Royal Dutch Shell using up to 30 per cent. of annual base pre-tax salary each year and also part or all of their annual bonus. The shares are deferred for a minimum of three years and a maximum of 10 years at the election of the participant (‘‘Tax Deferred Scheme’’).

(ii) Shares held by trustee Royal Dutch Shell Shares acquired by a participant under the Australian Plan will be held by a trustee. The Royal Dutch Shell Shares are purchased by the trustee on behalf of the participants in every three-month period ending at the end of March, June, September and December.

54 Each participant has a beneﬁcial interest in the Royal Dutch Shell Shares allocated to him or her and is at all times absolutely entitled to those shares except that any dealings with those shares by the participant will be restricted. A participant is entitled to receive all dividends or other beneﬁts payable in respect of Royal Dutch Shell Shares held for the participant by the trustee. As soon as possible after receiving notice of a general meeting of Royal Dutch Shell Shareholders the trustee must seek a direction from each participant as to whether and, if so, how to vote in respect of the Royal Dutch Shell Shares it holds for that participant.

(iii) Takeovers If a takeover bid or public exchange offer is made or other formal scheme is proposed for the acquisition of some or all of the Royal Dutch Shell Shares, the trustee must seek instructions from the participant as to how the trustee should deal with the bid, offer or scheme for the Royal Dutch Shell Shares allocated to the participant (other than Royal Dutch Shell Shares acquired under the Tax Exempt Scheme that are still subject to disposal restrictions and fractions of Royal Dutch Shell Shares).

(iv) Restriction on disposal of Royal Dutch Shell Shares

A participant must not dispose of any Royal Dutch Shell Shares acquired under the Australian Plan while they are restricted Royal Dutch Shell Shares (‘‘Restricted Shares’’). A Royal Dutch Shell Share acquired under the Australian Plan is a Restricted Share until the earliest of: ) in the case of a Royal Dutch Shell Share acquired under the Tax Exempt Scheme, the end of the period of three years commencing at the time the participant acquires the Royal Dutch Shell Share; ) in the case of a Royal Dutch Shell Share acquired under the Tax Deferred Scheme, the end of the period of three, ﬁve, seven or 10 years as elected by the participant commencing at the time the participant acquires the Royal Dutch Shell Share; and ) the time when the participant ceases to be an employee.

(v) Lapse of restrictions When a Royal Dutch Shell Share ceases to be restricted, all restrictions on dealing with that Royal Dutch Shell Share lapse.

(vi) Ranking and reconstruction Royal Dutch Shell Shares acquired under the Australian Plan rank equally with all existing Royal Dutch Shell Shares from the date of acquisition in respect of all dividends and other distributions to, or entitlements of, holders of existing Royal Dutch Shell Shares made or declared after acquisition. If Royal Dutch Shell reconstructs its capital in any way, Royal Dutch Shell Shares acquired under the Australian Plan will be affected in the same way as other Royal Dutch Shell Shares.

(vii) Limitations on amendments Shell Company of Australia Ltd may amend the Australian Plan but must not make any amendment to the provisions of the Australian Plan, or to any restriction or other condition relating to any Royal Dutch Shell Shares allocated under the Australian Plan, which reduces the rights of the participants in respect of Royal Dutch Shell Shares allocated to them before the date of the amendment. However, this does not apply to an amendment made primarily:

) to comply with the present or future legislation governing or regulating the maintenance or operation of the Australian Plan or similar plans;

) to correct any manifest error; or

55 ) to take into consideration possible adverse tax implications in respect of the plan arising from, among other things: — adverse rulings from the Australian Commissioner of Taxation; — changes to Australian tax legislation; or — changes in the interpretation of tax legislation by a court or tribunal of competent jurisdiction.

(viii) No compensation on damages The rights and obligations of a participant under the terms of his or her employment are not affected by his or her participation in the Australian Plan. (f) The German Share Purchase Plan Individual employees of Shell Deutschland Oil GmbH (and employees of other RDS Group companies with Shell Deutschland Oil GmbH terms and conditions of employment) can contribute between zero per cent. and two per cent. of annual pay to purchase Royal Dutch Shell Shares on a one-off basis in April each year. Historically, one per cent. of annual pay has been the usual maximum contribution. The relevant price to determine the number of Royal Dutch Shell Shares allocated is set as the closing price on the date of the management decision to proceed each year with the German Share Purchase Plan. Shell Deutschland Oil GmbH meets up to 50 per cent. of the purchase price of the Royal Dutch Shell Shares (historically, this contribution has been 50 per cent. but could be less at the discretion of the Board of Shell Deutschland Oil GmbH). Royal Dutch Shell Shares purchased under the German Share Purchase Plan must be held by an employee for six years before they can be sold. These arrangements form part of an annual works agreement between Shell Deutschland Oil GmbH and the General Works Council of Shell Deutschland Oil GmbH. (g) The German Capital Formation Plan Employees of Shell Deutschland Oil GmbH (and employees of other RDS Group companies with Shell Deutschland Oil GmbH terms and conditions of employment) receive an annual equivalent of 0326 in Royal Dutch Shell Shares. Royal Dutch Shell Shares granted under the German Capital Formation Plan are distributed in April each year. Royal Dutch Shell Shares granted under the German Capital Formation Plan must be held by employees for six years before they can be sold. The German Capital Formation Plan forms part of the collective agreement between Shell Deutschland Oil GmbH and the chemical industry union.

10.3 Shell Canada Plans The Shell Canada Plans are operated by Shell Canada Limited using Shell Canada Limited shares which are listed on the Toronto Stock Exchange. The Shell Canada Plans will not be affected by the Transaction and will continue to operate after the Transaction. The principal provisions of the Shell Canada Plans are summarised below. (a) The Shell Canada LTIP (i) Eligibility Executives and other full and part time employees of Shell Canada Limited or of its wholly owned subsidiaries and full or part time secondees to a Canadian afﬁliate may participate in the Shell Canada LTIP. No rights are granted to directors of Shell Canada Limited.

56 (ii) Description of rights Under the Shell Canada LTIP participants may be granted options to acquire shares in Shell Canada Limited with attached tandem share appreciation rights over Shell Canada Limited shares. A share appreciation right means a right to surrender, in whole or in part, an unexercised option and to receive from Shell Canada Limited cash equal in value to the excess of the fair market value of the Shell Canada Limited shares over the strike price of the option. (iii) Exercise price The exercise price of options and share appreciation rights is the fair market value of a Shell Canada Limited share at the close of trading on the Toronto Stock Exchange on the date of grant, or on the last date traded. (iv) Exercise Options (with attached tandem share appreciation rights) normally vest as to one third each year following the date of grant. For senior management, 50 per cent. of options granted may only be exercised subject to the satisfaction of performance conditions. Options and stock appreciation rights expire 10 years after the date of grant. If a participant leaves employment on a voluntary basis or his or her employment is terminated without cause, the options terminate over a range of periods based on the recipient’s age and eligibility for Shell Canada Limited’s pension plan. Options are terminated on the date an employee’s employment is terminated for cause. (v) Variation of share capital In the event of any variation of Shell Canada Limited’s share capital, the number of shares and/or the exercise price may be adjusted appropriately. (vi) Non transferability A share appreciation right is not transferable separately from the option to which it relates. Neither options nor share appreciation rights are transferable and may only be exercised by the persons to whom they were granted or by their personal representatives. (b) Employee share purchase plan (‘‘ESPP’’) (i) Eligibility All employees of Shell Canada Limited who are resident in Canada and who work on a permanent, full- time or part-time basis for Shell Canada Limited may participate in the ESPP. (ii) Contributions Participants specify the monthly amount they agree to contribute to the plan by way of a ﬁxed amount of salary. (iii) Acquired shares The third party administrator of the ESPP applies all the contributions to the purchase of Shell Canada Limited shares on the Toronto Stock Exchange. (iv) Dividends and re-investment shares The administrator of the ESPP applies all dividends to the purchase of further Shell Canada Limited shares on the Toronto Stock exchange. (v) Holding period and matched shares Employee voluntary contributions are made at the end of each calendar month. Shell Canada Limited calculates and makes an additional contribution in an amount equal to 20 per cent. of the participant’s contribution. All acquired shares are subject to a holding period which ends on the last day of the calendar year in which those shares are purchased.

57 (vi) Rights of participants Benefits under the plan are not pensionable. Any rights to an award of matched shares are personal to the participant and may not be transferred, assigned or disposed of in any way other than by will or in accordance with applicable matrimonial laws or the laws of descent and distribution upon death. (vii) Reorganisations If there is, in the opinion Shell Canada Limited, a change of control of Shell Canada Limited, then any acquired Shell Canada Limited shares are treated as if they had been held for the entire holding period. If a change of control occurs by which, in the opinion of Shell Canada Limited, ultimate control does not change substantially as a result, the foregoing shall not apply. (viii) Amendments Shell Canada Limited may at any time alter or vary provisions of the ESPP other than provisions dealing with the amendment rules, or the percentage of matched shares awarded at the beginning of a plan year. (ix) Registration of Certificates All Shell Canada Limited shares held by the third party administrator for the benefit of the participants in the ESPP are registered in the name of the plan administrator or such other name as the plan administrator may determine. (c) Directors’ share compensation plans (‘‘DSC’’) (i) Eligibility All directors of Shell Canada Limited who are not employees of Shell Canada Limited or its affiliates participate in the DSC. Directors who participate in the DSC receive a proportion of the fees payable to them for serving on the board of directors of Shell Canada Limited in Shell Canada Limited shares pursuant to the DSC. (ii) Acquired shares The third party administrator and custodian applies all the fees submitted by Shell Canada Limited on behalf of the director to the purchase of Shell Canada Limited shares on the Toronto Stock Exchange. (iii) Dividends The Shell Canada Limited shares purchased under the plan attract dividends. (iv) Amendments The Shell Canada Limited board of directors may at any time alter or vary the provisions of the DSC. (v) Registration of Certificates All Shell Canada Limited shares held for the benefit of the participants in the DSC plan are registered in the name of the custodian.

10.4 Provision of shares under Royal Dutch Shell Share Plans and continuing Royal Dutch/Shell Group Share Plans. Currently, Royal Dutch/Shell Group companies hold shares in Royal Dutch or Shell Transport which were purchased in the open market for the purpose of covering obligations to deliver shares under Royal Dutch/Shell Group Share Plans. At 13 May 2005 (the last practicable date prior to the publication of these Listing Particulars), 61 million Royal Dutch Shares and 183 million Shell Transport Ordinary Shares were held by Royal Dutch/Shell Group companies. Prior to the Scheme Record Time it is intended that these shares will be transferred to trusts or other entities outside the Royal Dutch/Shell Group where they (and the Royal Dutch Shell Shares which will be received in exchange on implementation of the Transaction) will continue to be held for the purpose

58 of satisfying options and awards under Royal Dutch Shell Share Plans and Royal Dutch/Shell Group Share Plans. Options and awards under Royal Dutch Shell Plans may be satisﬁed by the transfer of existing shares or the issue of new shares or may be satisﬁed using treasury shares.

59 PART VII

INFORMATION CONCERNING THE ROYAL DUTCH SHELL SHARES

1. Description of types and classes of Royal Dutch Shell Shares

A3/4.1 Royal Dutch Shell will have two classes of ordinary shares, ‘‘A’’ Shares and ‘‘B’’ Shares. The ‘‘A’’ Shares 6.B.16 and the ‘‘B’’ Shares will have identical rights, as set out in the Royal Dutch Shell Articles, except in relation to the Dividend Access Mechanism (see paragraph 8.4 of this Part VII). The ISIN of the ‘‘A’’ Shares will be GB00B03MLX29. The ISIN of the ‘‘B’’ Shares will be GB00B03MM408.

Assuming full acceptance of the Royal Dutch Offer during the Royal Dutch Offer Acceptance Period, the authorised share capital of Royal Dutch Shell will, following Completion, consist of (i) £50,000 divided into 50,000 Sterling Deferred Shares of £1 each; and (ii) 0700,000,000 divided into 4,139,640,000 ‘‘A’’ Shares of 00.07 each; 2,759,360,000 ‘‘B’’ Shares of 00.07 each; and 3,101,000,000 unclassiﬁed shares of 00.07 each to be classiﬁed on allotment as ‘‘A’’ Shares or ‘‘B’’ Shares at the discretion of the Royal Dutch Shell directors. Any future issue of additional ‘‘B’’ Shares will only be made after prior consultation with the Dutch Revenue Service.

For further information on the share capital of Royal Dutch Shell, see paragraph 1 of Part XXI.

The Royal Dutch Shell Shares will be credited as fully paid and free from all liens, equities, charges, 6.B.23(a)(iii) encumbrances and other interests and will rank in full for all dividends and distributions on the ordinary share capital of Royal Dutch Shell declared, made or paid after the Effective Date.

A3/4.2 2. Legislation under which the Royal Dutch Shell Shares have been created 3.14(a) 3.14(c) The ‘‘A’’ Shares and the ‘‘B’’ Shares will be securities of Royal Dutch Shell, a company incorporated in England and Wales. The ‘‘A’’ Shares and the ‘‘B’’ Shares will therefore have been created under the Companies Act.

3. Listings 3.18

3.14A A3/6.1 3.1 London Stock Exchange 3.22(a) 6.B.1 Applications have been made to the UK Listing Authority for the ‘‘A’’ Shares and the ‘‘B’’ Shares to be 6.B.13 admitted to the Ofﬁcial List, and to the London Stock Exchange for the ‘‘A’’ Shares and the ‘‘B’’ Shares to be admitted to trading on the London Stock Exchange’s market for listed securities under the symbols 6.B.18 ‘‘RDSA’’ and ‘‘RDSB’’, respectively. These applications are expected to become effective and dealings in ‘‘A’’ Shares and ‘‘B’’ Shares for normal settlement are expected to commence at 8.00 a.m. (London time) on the Effective Date which, subject to the sanction of the Scheme by the High Court, is expected to be 20 July 2005.

A3/6.1 3.2 Euronext Amsterdam 6.B.13 An application has been made, subject to the Royal Dutch Offer being declared unconditional (gestanddoening), to list the ‘‘A’’ Shares and the ‘‘B’’ Shares on Euronext Amsterdam under the symbols 6.B.18 ‘‘RDSA’’ and ‘‘RDSB’’, respectively. Subject to the Royal Dutch Offer being declared unconditional (gestanddoening), trading on Euronext Amsterdam is expected to commence at 9.00 a.m. (Amsterdam time) on 20 July 2005.

A3/6.1 3.3 New York Stock Exchange 6.B.13

The listing of ‘‘A’’ ADRs and ‘‘B’’ ADRs under the symbols ‘‘RDS.A’’ and ‘‘RDS.B’’, respectively, has been approved, subject to ofﬁcial notice of issuance. Subject to ofﬁcial notice of issuance, trading on the 6.B.18 NYSE is expected to commence on or about 20 July 2005.

60 A3/4.7 4. Initial settlement 6.B.15(g) A3/5.1.8 4.1 Registered form

A3/4.3 The Royal Dutch Shell Shares will be held in registered form. The registrars of Royal Dutch Shell are 6.B.24 Lloyds TSB Registrars.

Title to certiﬁcated Royal Dutch Shell Shares will be evidenced by entry in the register of members of 6.B.23(a)(v) Royal Dutch Shell and title to uncertiﬁcated Royal Dutch Shell Shares will be evidenced by entry in the operator register maintained by CRESTCo (which forms part of the register of members of Royal Dutch Shell).

No share certificates will be issued in respect of Royal Dutch Shell Shares in uncertificated form. Since 6.B.15(g) the Royal Dutch Shell Shares will initially all be in uncertificated form, neither share certificates nor any temporary documents of title will initially be issued in respect of them. If any Royal Dutch Shell Shares are converted to be held in certificated form, share certificates will be issued in respect of those shares in accordance with applicable legislation.

4.2 Overview of settlement arrangements following Completion Since the Royal Dutch Shell Shares will initially all be in uncertiﬁcated form, the only persons who can initially be entered in the register of members of Royal Dutch Shell as registered holders of Royal Dutch Shell Shares will be CREST Members. Each of Euroclear Nederland, the RDS Corporate Nominee and the Royal Dutch Shell ‘‘B’’ ADR Depositary is a CREST Member and, as such, will become, along with other relevant CREST Members, a registered holder of ‘‘A’’ Shares and/or ‘‘B’’ Shares (as appropriate).

Details of arrangements for holding Royal Dutch Shell Shares through Euroclear Nederland and the RDS Corporate Nominee are summarised in paragraphs 6.2 and 6.3 of this Part VII respectively.

Euroclear Nederland is the entity through which certain persons will hold their interests in Royal Dutch Shell Shares in accordance with the Securities Giro Act. Following Completion, the Royal Dutch Shell Shares registered in the name of Euroclear Nederland will be ‘‘A’’ Shares and the persons holding interests in such Royal Dutch Shell Shares through Euroclear Nederland will be those persons who validly tender and deliver (and do not withdraw) their Royal Dutch Bearer Shares or Royal Dutch Hague Registered Shares under the Royal Dutch Offer and who, in the latter case, validly elect to hold their interests in ‘‘A’’ Shares through Euroclear Nederland.

As referred to above, CREST Members may hold the Royal Dutch Shell Shares to which they are entitled directly. Persons who hold uncertiﬁcated Shell Transport Ordinary Shares at the Scheme Record Time will be CREST Members and, as such, they will hold the ‘‘B’’ Shares to which they are entitled directly and will be entered in the register of members of Royal Dutch Shell as the registered holder of those ‘‘B’’ Shares.

The RDS Corporate Nominee is the entity through which non-CREST Members will be able to hold Royal Dutch Shell Shares in uncertificated form. The persons who will initially hold Royal Dutch Shell Shares through the RDS Corporate Nominee will be: (i) those persons who hold certificated Shell Transport Ordinary Shares at the Scheme Record Time; (ii) those persons whose Shell Transport Bearer Warrants are on deposit with the Shell Transport Registrars at the Effective Date; (iii) those persons who hold Shell Transport Ordinary Shares through the Shell Transport Nominee Service at the Scheme Record Time; and (iv) those persons who validly tender and deliver (and do not withdraw) their Royal Dutch Hague Registered Shares under the Royal Dutch Offer and who validly elect to hold their ‘‘A’’ Shares through the RDS Corporate Nominee. Following Completion, each such person will be able to request that the Royal Dutch Shell Shares to which he is entitled be transferred into his own name as the registered holder and that he receive a certificate in respect of them.

The Royal Dutch Shell ‘‘A’’ ADR Depositary will hold its interests in the ‘‘A’’ Shares which the ‘‘A’’ ADRs represent through Euroclear Nederland. The holders of the ‘‘A’’ ADRs will initially be the persons who validly tender and deliver (and do not withdraw) their Royal Dutch New York Registered Shares under the Royal Dutch Offer.

61 The Royal Dutch Shell ‘‘B’’ ADR Depositary will be the registered holder of the ‘‘B’’ Shares which the ‘‘B’’ ADRs represent. The holders of ‘‘B’’ ADRs will initially be the persons who hold Shell Transport ADRs at the Depositary Record Time.

4.3 Initial settlement of ‘‘A’’ Shares Under the Royal Dutch Offer:

) a holder of Royal Dutch Bearer Shares who validly tenders and delivers (and does not withdraw) such shares will receive his interests in ‘‘A’’ Shares through Euroclear Nederland;

) a holder of Royal Dutch Hague Registered Shares who validly tenders and delivers (and does not withdraw) such shares can elect to receive the ‘‘A’’ shares or, as the case may be, interests in ‘‘A’’ Shares, to which he is entitled either through Euroclear Nederland, through CREST or through the RDS Corporate Nominee. Holders of Royal Dutch Hague Registered Shares should consult their own legal and tax advisers with respect to the legal, tax and cost consequences of the settlement options; and

) a holder of Royal Dutch New York Registered Shares who validly tenders and delivers (and does not withdraw) such shares will receive ‘‘A’’ ADRs.

On the Settlement Date, the accounts of the relevant Admitted Institutions will be credited with interests in the number of ‘‘A’’ Shares corresponding to the number of ‘‘A’’ Shares to which relevant holders of Royal Dutch Bearer Shares and Royal Dutch Hague Registered Shares (who, in the latter case, validly elect to hold their interests in ‘‘A’’ Shares through Euroclear Nederland) are entitled under the Royal Dutch Offer. The delivery of the relevant interests will take place through the book-entry facilities of Euroclear Nederland in accordance with the provisions of the Securities Giro Act and the procedures determined by Euroclear Nederland and the Admitted Institutions from time to time. The timing of the crediting of interests to the securities account of each person holding interests through Euroclear Nederland may vary depending on the securities account systems of the relevant Admitted Institution and, if applicable, the banks or ﬁnancial institutions at which that person maintains a relevant securities account.

If a holder of Royal Dutch Hague Registered Shares does not make a valid election as to the method of settlement, that person will not be treated as having validly tendered and delivered his shares under the Royal Dutch Offer unless, and until, Royal Dutch Shell receives a valid settlement election from such person during the Royal Dutch Offer Acceptance Period or the Subsequent Acceptance Period (if any). A holder of Royal Dutch Hague Registered Shares will only be treated as having made a valid election to hold ‘‘A’’ Shares through the RDS Corporate Nominee if that person, in addition to correctly completing and returning the application form, signs and returns the terms and conditions of the Royal Dutch Shell Nominee Service which will be sent to each holder of Royal Dutch Hague Registered Shares with the details of the Royal Dutch Offer.

If a holder of Royal Dutch Hague Registered Shares validly elects to hold his ‘‘A’’ Shares through the RDS Corporate Nominee, on the Settlement Date, the number of ‘‘A’’ Shares to which such holder is entitled under the Royal Dutch Offer will be transferred to the RDS Corporate Nominee to hold for that person. Details of the Royal Dutch Shell Nominee Service are summarised in paragraph 6.3 of this Part VII.

If a holder of Royal Dutch Hague Registered Shares validly elects to hold his ‘‘A’’ Shares through CREST, on the Settlement Date, the number of ‘‘A’’ Shares to which such holder is entitled under the Royal Dutch Offer will be transferred to that holder and Royal Dutch Shell will procure that CRESTCo is instructed to credit the appropriate stock account with such shares.

After Completion, holders of Royal Dutch Shell Shares will be entitled to change the manner in which they hold such shares as summarised in paragraph 6.4 of this Part VII.

The timing of settlement in respect of persons who tender and deliver (and do not withdraw) their Royal Dutch Shares after the Settlement Date is set out in paragraph 4.7 of this Part VII.

62 4.4 Initial settlement of ‘‘B’’ Shares On the Effective Date: ) the ‘‘B’’ Shares to which each person who holds certificated Shell Transport Ordinary Shares at the Scheme Record Time is entitled will be allotted and issued to the RDS Corporate Nominee (through which such person will hold ‘‘B’’ Shares) and will be credited to the appropriate CREST account of the RDS Corporate Nominee. A person whose ‘‘B’’ Shares are issued to the RDS Corporate Nominee will be able to request that the ‘‘B’’ Shares to which he is entitled be transferred into his own name as the registered holder and that he receive a certificate in respect of them. A form to allow a person to make such a request will be sent to each person holding ‘‘B’’ Shares through the RDS Corporate Nominee with their statement of entitlement (referred to in paragraph 6.3). Details of the Royal Dutch Shell Nominee Service are summarised in paragraph 6.3 of this Part VII; ) the ‘‘B’’ Shares to which each person who holds uncertificated Shell Transport Ordinary Shares (which includes the Shell Transport ADR Depositary) at the Scheme Record Time is entitled will be allotted and issued to such person and will be credited to the appropriate CREST account of such person; and ) the ‘‘B’’ Shares to which each person whose Shell Transport Bearer Warrants are on deposit with the Shell Transport Registrars at the Effective Date is entitled will be allotted and issued to the RDS Corporate Nominee (through whom such person will hold ‘‘B’’ Shares) and will be credited to the appropriate CREST account of the RDS Corporate Nominee. A person whose ‘‘B’’ Shares are issued to the RDS Corporate Nominee will be able to request that the ‘‘B’’ Shares to which he is entitled be transferred into his own name as the registered holder and that he receive a certificate in respect of them. A form to allow a person to make such a request will be sent to each person holding ‘‘B’’ Shares through the RDS Corporate Nominee with their statement of entitlement (referred to in paragraph 6.3). Details of the Royal Dutch Shell Nominee Service are summarised in paragraph 6.3 of this Part VII. If a person’s Shell Transport Bearer Warrants are not on deposit with the Shell Transport Registrars at the Effective Date, the ‘‘B’’ Shares to which such person is entitled will be issued on the Effective Date to the RDS Corporate Nominee to hold as nominee for Shell Transport who will hold those ‘‘B’’ Shares on trust for such former holder of Shell Transport Bearer Warrants. Such ‘‘B’’ Shares will be credited on the Effective Date to the appropriate CREST account of the RDS Corporate Nominee. If and when such Shell Transport Bearer Warrants are deposited with the Shell Transport Registrars after the Effective Date, the ‘‘B’’ Shares to which the holder of such warrants is entitled will cease to be held on trust for such person and, instead, they will be held through the RDS Corporate Nominee on the terms of the Royal Dutch Shell Nominee Service. When a person’s ‘‘B’’ Shares are held on the terms of the Royal Dutch Shell Nominee Service, that person will be able to request that the ‘‘B’’ Shares to which he is entitled be transferred into his own name as the registered holder and that he receive a certificate in respect of them. A form to allow a person to make such a request will be sent to each person holding ‘‘B’’ Shares through the RDS Corporate Nominee with his statement of entitlement (referred to in paragraph 6.3). Details of the Royal Dutch Shell Nominee Service are summarised in paragraph 6.3 of this Part VII.

4.5 Initial settlement of ‘‘A’’ ADRs The Royal Dutch Shell ‘‘A’’ ADR Depositary will hold its interests in ‘‘A’’ Shares through Euroclear Nederland. On the Settlement Date, the US ‘‘A’’ Exchange Agent will deliver the applicable number of ‘‘A’’ ADRs to the persons who validly tender and deliver (and do not withdraw) their Royal Dutch New York Registered Shares under the Royal Dutch Offer in the following manner: ) if Royal Dutch New York Registered Shares are tendered by means of DTC’s book-entry conﬁrmation facilities (ATOPs), the US ‘‘A’’ Exchange Agent will deliver the applicable number of

63 ‘‘A’’ ADRs to the account of the DTC participant who tendered the Royal Dutch New York Registered Shares under the Royal Dutch Offer; or ) if Royal Dutch New York Registered Shares are tendered to the US ‘‘A’’ Exchange Agent by means of physical delivery of a letter of transmittal together with the certificate(s) (if any) evidencing such Royal Dutch New York Registered Shares, the US ‘‘A’’ Exchange Agent will issue the applicable number of ‘‘A’’ ADRs in ‘‘uncertificated/book entry’’ form as direct registration securities registered in the name of the tendering holder of Royal Dutch New York Registered Shares (or his nominee). Upon receipt of a statement from the US ‘‘A’’ Exchange Agent that ‘‘A’’ ADRs have been issued in ‘‘uncertificated/book entry’’ form, the holder of those ‘‘A’’ ADRs can instruct the Royal Dutch Shell ‘‘A’’ ADR Depositary, in accordance with the instructions contained in such statement, to send certificates to him in respect of those ‘‘A’’ ADRs. The timing of settlement in respect of persons who tender and deliver their Royal Dutch Shell New York Registered Shares after the Settlement Date is set out in paragraph 4.7 of this Part VII.

4.6 Initial settlement of ‘‘B’’ ADRs ‘‘B’’ Shares will be issued to, and credited to, the relevant CREST account of the Royal Dutch Shell ‘‘B’’ ADR Depositary on the Effective Date. ‘‘B’’ ADRs will be issued on the Effective Date on behalf of each person who holds Shell Transport ADRs at the Depositary Record Time in the number to which such person is entitled. However, the ‘‘B’’ ADRs will not be registered to the individual’s name until such person has returned the letter of transmittal together with the certificate(s) in respect of his Shell Transport ADRs. Holders of Shell Transport ADRs will receive a letter of transmittal shortly following the Effective Date to inform them how they may surrender their Shell Transport ADRs. Upon surrender by a person of the certificate(s) for his Shell Transport ADRs, the Royal Dutch Shell ‘‘B’’ ADR Depositary will register the applicable number of ‘‘B’’ ADRs in ‘‘uncertificated/book entry’’ form as direct registration securities in the name of the former holder of Shell Transport ADRs (or his nominee). Upon receipt of a statement from the Royal Dutch Shell ‘‘B’’ ADR Depositary that ‘‘B’’ ADRs have been registered in ‘‘uncertificated/book entry’’ form, the holder of those ‘‘B’’ ADRs can instruct the Royal Dutch Shell ‘‘B’’ ADR Depositary, in accordance with the instructions contained in such statement, to send certificates to him in respect of those ‘‘B’’ ADRs.

A3/4.7 4.7 Settlement Date and expected issue date

A3/5.1.8 On the Settlement Date, the accounts of the relevant Admitted Institutions will be credited with interests 6.B.15(g) in the number of ‘‘A’’ Shares corresponding to the number of ‘‘A’’ Shares to which relevant holders of Royal Dutch Bearer Shares and Royal Dutch Hague Registered Shares (who, in the latter case, validly elect to hold their interests in ‘‘A’’ Shares through Euroclear Nederland) who validly tender and deliver (and do not withdraw) those shares during the Royal Dutch Offer Acceptance Period are entitled under the Royal Dutch Offer. If a holder of Royal Dutch Hague Registered Shares validly elects to hold the ‘‘A’’ Shares to which he is entitled: (i) through the RDS Corporate Nominee, such ‘‘A’’ Shares will be transferred to the RDS Corporate Nominee on the Settlement Date, or (ii) through CREST, Royal Dutch Shell will procure that CRESTCo is instructed to credit the appropriate stock account with such ‘‘A’’ Shares on the Settlement Date. The ‘‘A’’ ADRs offered to holders of Royal Dutch New York Registered Shares under the Royal Dutch Offer will be issued on the Settlement Date to those holders of Royal Dutch New York Shares who validly tender and deliver (and do not withdraw) those shares during the Royal Dutch Offer Acceptance Period. Settlement of ‘‘A’’ Shares or, as the case may be, interests in ‘‘A’’ Shares and ‘‘A’’ ADRs to which persons who validly tender and deliver their Royal Dutch Shares during the Subsequent Acceptance Period are entitled is expected to take place within three Business Days following the date on which such Royal Dutch Shares are tendered.

64 The ‘‘B’’ Shares to be issued pursuant to the Scheme and the ‘‘B’’ ADRs will be issued on the Effective Date, which is expected to be 20 July 2005. These dates are indicative only and will depend, among other things, on the date upon which the High Court sanctions the Scheme and the date that the Royal Dutch Offer becomes unconditional (gestand wordt gedaan). Please refer to the timetable in paragraph 4 of Part IV of these Listing Particulars for further information on timing.

5. Trading

5.1 Trading of ‘‘A’’ Shares and ‘‘B’’ Shares ‘‘A’’ Shares and ‘‘B’’ Shares will trade either on Euronext Amsterdam (settling through Euroclear Nederland) or on the London Stock Exchange (through SETS, settling through CREST, or through DTS, settling through Euroclear Nederland). Euroclear Nederland will classify the ‘‘A’’ Shares and the ‘‘B’’ Shares as foreign securities. Please see paragraph 12.4 of Part XXI for information relating to stamp duty and stamp duty reserve tax in relation to the transfer of ‘‘A’’ Shares and ‘‘B’’ Shares.

5.2 Trading of ‘‘A’’ ADRs and ‘‘B’’ ADRs The ‘‘A’’ ADRs and the ‘‘B’’ ADRs will trade on the NYSE, such trades settling in accordance with US market practice for settlement of US publicly traded securities.

A3/4.4 5.3 Currency The ‘‘A’’ Shares and the ‘‘B’’ Shares will be denominated in euro. However, trading in ‘‘A’’ Shares and ‘‘B’’ Shares will take place in the local currency of the stock exchange or trading system through which they are traded. Accordingly, ‘‘A’’ Shares and ‘‘B’’ Shares will trade in Pounds Sterling on the London Stock Exchange if traded through SETS or in euro if traded through the DTS facility, and will trade in euro on Euronext Amsterdam. Royal Dutch Shell ADRs will trade in US dollars.

6. Manner of holding Royal Dutch Shell Shares 6.1 Registered holders of Royal Dutch Shell Shares Persons who are registered holders of Royal Dutch Shell Shares have the beneﬁt of the rights that are summarised in paragraphs 7.2, 8.3(a), 8.5 and 9 of this Part VII.

6.2 Holdings through Euroclear Nederland Royal Dutch Shell expects that the Admitted Institution or other bank or financial institution where a person who holds interests in Royal Dutch Shell Shares through Euroclear Nederland maintains a relevant securities account will send such person a statement detailing the interests in Royal Dutch Shell Shares such person holds through Euroclear Nederland. However, whether and, if so, how they do so, will depend on the individual arrangements between such Admitted Institution or other bank or financial institution and that person. Euroclear Nederland has indicated that each person who holds interests in Royal Dutch Shell Shares through it will be able to exercise rights relating to those shares such that he will (subject to the individual arrangements between that person and the Admitted Institution or other bank or financial institution where that person maintains a relevant securities account): ) be able to attend and speak at all general meetings of Royal Dutch Shell; ) be able to give directions as to voting at all general meetings of Royal Dutch Shell; and ) be able to receive dividends via Euroclear Nederland and participate in capital events, in each case, so far as is possible in accordance with the Securities Giro Act, other applicable law and the Euroclear Nederland rules and regulations issued pursuant to the Securities Giro Act and further subject to compliance by all concerned with any applicable policies and procedures (including, but not limited to, those summarised in paragraphs 7.3 and 8.3(b) of this Part VII).

65 6.3 Holdings through the RDS Corporate Nominee Each person who holds Royal Dutch Shell Shares through the RDS Corporate Nominee will be sent a statement of entitlement within 14 days of the Effective Date detailing the number of Royal Dutch Shell Shares that person holds through the RDS Corporate Nominee.

In order to allow the persons who hold Royal Dutch Shell Shares through the RDS Corporate Nominee to exercise rights relating to those shares, Royal Dutch Shell has entered into an agreement with the RDS Corporate Nominee requiring it to ensure that, from the Effective Date, persons holding Royal Dutch Shell Shares through the RDS Corporate Nominee will:

) receive notices of, and be able to attend and speak at, all general meetings of Royal Dutch Shell;

) be able to give directions as to voting at all general meetings of Royal Dutch Shell;

) have made available to them and be sent, on request, copies of the Royal Dutch Shell annual report and accounts and all the other documents issued to shareholders by Royal Dutch Shell;

) be able to receive dividends via the RDS Corporate Nominee;

) be able to participate in capital events in the same manner as registered holders of the same class of Royal Dutch Shell Shares; and

) be treated in the same manner as registered holders of the same class of Royal Dutch Shell Shares in respect of all other rights attaching to those shares, in each case, so far as is possible in accordance with the CRESTCo Regulations and other applicable law and subject to operational constraints. In particular, residents in, or citizens of, jurisdictions outside the United Kingdom should be aware that they will not be able to participate in capital events in the same manner as registered holders of Royal Dutch Shell Shares unless the RDS Corporate Nominee is satisﬁed that such participation would not breach any applicable laws or regulations in those jurisdictions.

It is the responsibility of persons resident in, or citizens of, a jurisdiction outside the United Kingdom to inform themselves of, and to satisfy themselves as to the full observance of, the laws of the relevant jurisdiction in connection with any applicable legal requirements in respect of holding their Royal Dutch Shell Shares through the Royal Dutch Shell Nominee Service, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities that are required to be observed. If, due to applicable legal requirements, it is not permissible or practical to hold Royal Dutch Shell Shares through the Royal Dutch Shell Nominee Service, persons resident in, or citizens of, that jurisdiction should request that they be sent a share certiﬁcate for the Royal Dutch Shell Shares to which they are entitled.

For so long as a person holds Royal Dutch Shell Shares through the RDS Corporate Nominee, Royal Dutch Shell will ensure that the RDS Corporate Nominee sends each such person a statement of his holding of Royal Dutch Shell Shares at least once a year.

6.4 Change in the manner of holding Royal Dutch Shell Shares After Completion, holders of Royal Dutch Shell Shares may, subject as set out below, change the manner in which they hold such shares so that they are held in any of the ways described in paragraphs 6.1 to 6.3 above. The ability to change the manner of holding Royal Dutch Shell Shares is subject to, in each case, compliance with any relevant regulatory requirements and, in respect of holdings through the RDS Corporate Nominee, the agreement of the RDS Corporate Nominee and acceptance by the holder of the Royal Dutch Shell Shares of the terms and conditions of the Royal Dutch Shell Nominee Service.

66 7. Voting rights and mechanics A3/4.5 7.1 Voting rights 6.B.7 Holders of ‘‘A’’ Shares and ‘‘B’’ Shares will vote together as a single class. However, if a resolution affects the rights attached to either class of shares as a separate class, it must be approved either in writing by registered shareholders holding at least three-quarters of the issued shares of that class by amount, excluding any shares of that class held as treasury shares, or by an extraordinary resolution passed at a separate meeting of the registered holders of the relevant class. It is the intention that all voting at general meetings of Royal Dutch Shell will take place on a poll. On a poll, every registered holder of ‘‘A’’ Shares or ‘‘B’’ Shares present in person or by proxy will have one vote for every share he holds. A ‘‘poll’’ is voting by means of a ballot where the number of shares held by each voting shareholder is counted, as opposed to voting by way of a show of hands where the actual number of shares held by voting shareholders is not taken into account.

7.2 Registered holders of Royal Dutch Shell Shares All registered holders of Royal Dutch Shell Shares will have the right to attend, and vote at, general meetings of Royal Dutch Shell or to appoint a proxy to attend and vote at such meetings on their behalf. Euroclear Nederland, the RDS Corporate Nominee and the Royal Dutch Shell ‘‘B’’ ADR Depositary will be registered shareholders and will, therefore, be able to appoint each of the persons holding Royal Dutch Shell Shares through them respectively as proxies in respect of those shares. This will allow such persons to attend and speak at general meetings of Royal Dutch Shell in accordance with the Royal Dutch Shell Articles and to exercise the votes attached to the Royal Dutch Shell Shares held through Euroclear Nederland, the RDS Corporate Nominee or the Royal Dutch Shell ‘‘B’’ ADR Depositary (as appropriate) as described below. The notice of each Royal Dutch Shell general meeting together with any accompanying documents which are sent to registered holders of Royal Dutch Shell Shares will be available at the relevant time on the Royal Dutch Shell website.

7.3 Holdings through Euroclear Nederland Euroclear Nederland has indicated that it will exercise the votes attached to the Royal Dutch Shell Shares it holds in accordance with the instructions it receives from the relevant Admitted Institutions on behalf of the persons who hold interests in Royal Dutch Shell Shares through Euroclear Nederland. Whilst Royal Dutch Shell would expect the Admitted Institutions (and, as the case may be, the other banks or ﬁnancial institutions where the persons who will hold interests in Royal Dutch Shell Shares through Euroclear Nederland maintain relevant securities accounts) to ask for instructions on voting from such persons, whether and, if so, how they do so, will depend on the individual arrangements between the Admitted Institutions, such other banks and ﬁnancial institutions and those persons. Euroclear Nederland has indicated that following receipt by it of notice of a Royal Dutch Shell general meeting, it will issue a custody circular to the relevant Admitted Institutions informing them of the details of the general meeting. An electronic voting form will be attached to the custody circular. An Admitted Institution which wishes to instruct Euroclear Nederland how to exercise the votes attached to the interests in Royal Dutch Shell Shares held for its account must complete the electronic voting form, stating the number of votes to be cast for, or against or to be withheld in respect of each resolution proposed to be put to the general meeting of Royal Dutch Shell, and return it to Euroclear Nederland. To be valid, such voting instruction form must be completed in accordance with the instructions accompanying it and must be received by Euroclear Nederland no later than 48 hours before the time of the general meeting. If no instructions are received in respect of any Royal Dutch Shell Share, Euroclear Nederland has indicated that it will not exercise the votes attached to that Royal Dutch Shell Share. The account of a person who holds interests in Royal Dutch Shell Shares through Euroclear Nederland will be blocked by the relevant Admitted Institution from the time that the Admitted Institution informs Euroclear of such person’s voting instructions until 48 hours before the time of the general meeting.

67 Persons holding interests in Royal Dutch Shell Shares through Euroclear Nederland who wish to attend any Royal Dutch Shell general meeting will need to inform the relevant Admitted Institutions (or, as the case may be, the other banks or ﬁnancial institutions where they maintain relevant securities accounts) which will in turn (if applicable, through the relevant Admitted Institutions) inform Euroclear Nederland. Euroclear Nederland has indicated that it must be informed of the name of each person who wishes to attend a general meeting together with the number of shares which such person holds interests in through Euroclear Nederland by no later than 48 hours before the time of the Royal Dutch Shell general meeting. Euroclear Nederland will appoint each such person as its proxy in respect of those shares. A person who holds interests in Royal Dutch Shell Shares through Euroclear Nederland can therefore choose to attend any Royal Dutch Shell general meeting in person and will have the right at any such meeting to exercise the votes attached to those shares. The account of a person who holds interests in Royal Dutch Shell Shares through Euroclear Nederland will be blocked by the relevant Admitted Institution from the time that the Admitted Institution informs Euroclear Nederland that such person wishes to attend the general meeting until 48 hours before the time of the general meeting.

7.4 Holdings through the RDS Corporate Nominee The RDS Corporate Nominee has agreed with Royal Dutch Shell that it will exercise the votes attached to the Royal Dutch Shell Shares held through it in accordance with the instructions of the persons entitled to those shares. In advance of each general meeting of Royal Dutch Shell, the RDS Corporate Nominee will send a voting instruction card to each such person and any such person who wishes to instruct the RDS Corporate Nominee how to exercise the votes attached to the Royal Dutch Shell Shares he holds through the RDS Corporate Nominee must complete and return the voting instruction card in accordance with the instructions set out on it. To be valid, such voting instruction card must be received by the RDS Corporate Nominee no later than 48 hours before the time of the general meeting. If no instructions are received from a person holding Royal Dutch Shell Shares through it, the RDS Corporate Nominee will not exercise the votes attached to those shares.

In addition, the RDS Corporate Nominee has agreed to appoint each person holding Royal Dutch Shell Shares through it as its proxy in respect of those shares in respect of each general meeting of Royal Dutch Shell. Such person can therefore choose to attend any Royal Dutch Shell general meeting in person and will have the right at any such meeting to exercise the votes attached to the Royal Dutch Shell Shares he holds through the RDS Corporate Nominee.

8. Dividends 8.1 Dividend policy

A3/4.5 In setting the level of the dividend, the Royal Dutch Shell Board will seek to increase dividends at least in 6.B.12 A1/20.7 line with inflation over time. The base for the 2005 financial year will be the dividends paid by Royal Dutch in respect of the financial year ended 31 December 2004.

Dividends declared by Royal Dutch Shell will, following Completion, be paid on a quarterly basis starting with the dividend for the second quarter of 2005. This dividend is expected to be declared on 28 July 2005 and paid in September 2005.

Royal Dutch and Shell Transport have declared dividends on their respective shares for the ﬁrst quarter of 2005 of 0.46 euro per Royal Dutch Share and 4.55 pence per Shell Transport Ordinary Share. The Royal Dutch Shell Board will take these dividends into account when determining the dividends which Royal Dutch Shell should declare for the remainder of the year.

A1/20.7.1 8.2 Dividends per share 6.E.6 Set out below are the amounts of the dividends per Royal Dutch Bearer Share, Royal Dutch Hague Registered Share, Royal Dutch New York Registered Share, Shell Transport Ordinary Share and Shell Transport ADR for the ﬁnancial years ended 31 December 2002, 2003 and 2004.

68 (a) Dividends per Royal Dutch Bearer Share/Royal Dutch Hague Registered Share

3 2004 2003 2002 Dividends Interim 0.75 0.74 0.72 Final 1.04(2) 1.02(1) 1.00 Total dividend 1.79 1.76 1.72

(1) Second interim dividend. On 18 March 2004, the original plan to propose a ﬁnal dividend for 2003 at the Royal Dutch annual general meeting was withdrawn and a second interim dividend in respect of the ﬁnancial year 2003 of the same value was made payable in May 2004. (2) Second interim dividend.

(b) Dividends per Royal Dutch New York Registered Share

US$ 2004 2003 2002 Dividends Interim 0.90 0.85 0.70 Final 1.33(2) 1.21(1) 1.10 2.23 2.06 1.80

pence 2004 2003 2002 Dividends Interim 6.25 6.10 5.95 Final 10.70(2) 9.65(1) 9.30 Total dividend 16.95 15.75 15.25

(1) Second interim dividend. On 18 March 2004, the original plan to propose a ﬁnal dividend for 2003 at the Shell Transport annual general meeting was withdrawn and a second interim dividend in respect of the ﬁnancial year 2003 of the same value was made payable in May 2004. (2) Second interim dividend.

(d) Dividends per Shell Transport ADR

US$ 2004 2003 2002 Dividends Interim 0.67 0.58 0.55 Final 1.23(2) 1.04(1) 0.89 1.90 1.62 1.44

69 8.3 Dividend currency election mechanics Royal Dutch Shell will declare its dividends in euro. Dividends declared on ‘‘A’’ Shares will be paid in euro, although holders of ‘‘A’’ Shares will be able to elect to receive dividends in Pounds Sterling. Dividends declared on ‘‘B’’ Shares will be paid in Pounds Sterling, although holders of ‘‘B’’ Shares will be able to elect to receive dividends in euro. The holders of Royal Dutch Shell ADRs will receive payment in US dollars and will not be able to elect to receive dividends in any other currency. The availability of the dividend currency election may be suspended or terminated by the Royal Dutch Shell Board at any time without notice, for any reason and without ﬁnancial recompense.

Royal Dutch Shell will announce the dividend on Royal Dutch Shell Shares in euro and, at the same time will announce the equivalent amount in Pounds Sterling and the amount payable on the Royal Dutch Shell ADRs in US dollars. The exchange rate used to convert the declared dividend amount from euro to each of Pounds Sterling and US dollars will, unless the Royal Dutch Shell Board decides otherwise, be the spot rate on the date the dividend is declared.

The dividend currency election arrangements for persons holding Royal Dutch Shell Shares on the Royal Dutch Shell register of members, through Euroclear Nederland and through the RDS Corporate Nominee are summarised below.

(a) Registered holders of Royal Dutch Shell Shares A valid dividend currency election, once received by the Royal Dutch Shell Registrars from a registered holder of Royal Dutch Shell Shares, will apply to all dividends payable by Royal Dutch Shell on the Royal Dutch Shell Shares in the account to which the dividend currency election relates unless, and until, a subsequent valid dividend currency election form is received by the Royal Dutch Shell Registrars from that registered shareholder in respect of the same account. Except in respect of Euroclear Nederland and the RDS Corporate Nominee, a valid dividend currency election may only apply to all (and not some only) Royal Dutch Shell Shares held in the account to which the dividend currency election relates. The prescribed form of the dividend currency election form will be available on the website of Royal Dutch Shell at www.shell.com/uniﬁcation and any registered holder of Royal Dutch Shell Shares, other than the Royal Dutch Shell ‘‘B’’ ADR Depositary, may send a dividend currency election form at any time to the Royal Dutch Shell Registrars. However, for the currency election to be valid for any particular dividend, it must be received by the Royal Dutch Shell Registrars by no later than 5 p.m. on the day before Royal Dutch Shell declares that particular dividend. If it is not received by this time, it will not be a valid election in respect of that particular dividend but it will constitute a valid election in respect of all other future dividends unless, and until, a subsequent valid dividend currency election form is received by the Royal Dutch Shell Registrars in respect of the same registered holder of Royal Dutch Shell Shares. The declaration date for the proposed Royal Dutch Shell 2005 second quarter dividend is 28 July 2005. Therefore, for a currency election from a registered holder of Royal Dutch Shell Shares to be valid for this second quarter dividend, it must be received by the Royal Dutch Shell Registrars no later than 5 p.m. on 27 July 2005. The dates when Royal Dutch Shell intends to declare dividends together with the relevant ex-dividend dates will be posted on its website.

(b) Holdings through Euroclear Nederland Euroclear Nederland has indicated that it will submit its dividend currency election form in accordance with the instructions it receives from the relevant Admitted Institutions. Whilst Royal Dutch Shell would expect the Admitted Institutions (and, as the case may be, the other banks or financial institutions where the persons who will hold Royal Dutch Shell Shares through Euroclear Nederland maintain relevant securities accounts) to ask for instructions on dividend currency election from such persons, whether and, if so, how they do so, will depend on the individual arrangements between the Admitted Institutions, such other banks and financial institutions and those persons. A valid dividend currency election, once received by Euroclear Nederland, will only apply to the particular dividend in respect of which it is submitted. Euroclear Nederland has indicated that it will request that the Admitted Institutions do not accept instructions from their clients or other banks or financial institutions after 5 p.m. (London time) on the day before Royal Dutch Shell declares the dividend to which the dividend currency election relates and will further request that the Admitted Institutions communicate this deadline to their clients.

70 The declaration date for the proposed Royal Dutch Shell 2005 second quarter dividend is 28 July 2005 and the ex-dividend date is 3 August 2005. Accordingly, the Admitted Institutions will be requested not to accept instructions from their clients after 5 p.m. (London time) on 27 July 2005 and will also be requested to communicate this deadline to their clients. The dates when Royal Dutch Shell intends to declare dividends together with the relevant ex-dividend dates will be posted on its website.

(c) Holdings through the RDS Corporate Nominee The RDS Corporate Nominee has agreed with Royal Dutch Shell that it will submit its dividend currency election form on the basis of instructions it receives from the persons who hold Royal Dutch Shell Shares through it. Such persons who wish to receive dividends in a currency other than the default currency must complete and return the dividend currency election instruction in accordance with the instructions printed on it. A valid currency election, once received by the RDS Corporate Nominee, will apply to all sums paid in respect of dividends by the RDS Corporate Nominee to that person unless, and until, a subsequent valid dividend currency election instruction is received by the RDS Corporate Nominee from that person. Any person who holds Royal Dutch Shell Shares through the RDS Corporate Nominee can send a dividend currency election instruction at any time to the RDS Corporate Nominee. However, for the currency election by such person to be valid for a particular dividend, a valid dividend currency election instruction must have been received by the RDS Corporate Nominee by no later than 5 p.m. on the day before Royal Dutch Shell declares that particular dividend. If it is not received by this date, it will not be a valid election in respect of that particular dividend but it will constitute a valid election in respect of all other future dividends unless, and until, a subsequent valid dividend currency election instruction is received by the RDS Corporate Nominee from that person. The declaration date for the proposed Royal Dutch Shell 2005 second quarter dividend is 28 July 2005. Therefore, for a currency election to be valid for this second quarter dividend, it must be received by the RDS Corporate Nominee no later than 5 p.m. (London time) on 27 July 2005. The dates when Royal Dutch Shell intends to declare dividends together with the relevant ex-dividend dates each year will be posted on its website.

8.4. Dividend Access Mechanism The Dividend Access Mechanism seeks to preserve the current tax treatment of dividends paid to Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants. Dividends paid on the ‘‘A’’ Shares will have a Dutch source for tax purposes and will be subject to Dutch withholding tax. See Part XXI of these Listing Particulars for further information relating to the tax treatment of dividends paid on the ‘‘A’’ Shares. It is intended that holders of ‘‘B’’ Shares will receive dividends that have a UK source for tax purposes which accordingly shall not be subject to Dutch withholding tax. The Dividend Access Mechanism has been established for this purpose.

(a) Description of the Dividend Access Mechanism Pursuant to the Scheme, a Dividend Access Share will be issued by Shell Transport to the Trustee. Pursuant to the Declaration of Trust, the Trustee will hold any dividends paid in respect of the Dividend Access Share on trust for the holders of ‘‘B’’ Shares from time to time and will arrange for prompt transmission of such dividends to the holders of ‘‘B’’ Shares. Interest and other income earned on unclaimed dividends will be for the account of Shell Transport and any dividends which are unclaimed after 12 years will revert to Shell Transport. Holders of ‘‘B’’ Shares will not have any interest in the Dividend Access Share and will not have any rights against Shell Transport as issuer of the Dividend Access Share. The only assets held on trust for the beneﬁt of the holders of ‘‘B’’ Shares will be dividends paid to the Trustee in respect of the Dividend Access Share. As any dividend paid on the Dividend Access Share will be a dividend having a UK source, there will be no Dutch withholding tax on it and certain holders of ‘‘B’’ Shares or ‘‘B’’ ADRs will be entitled to a UK tax credit in respect of their proportional share of such dividend. There is no UK withholding tax on dividends. For a more detailed summary of the tax treatment of dividends paid on the Dividend Access Share, please see Part XXI of these Listing Particulars.

71 The Amended Shell Transport Articles (as they are proposed to be amended at the Shell Transport EGM) will state that the maximum dividend that can be declared by Shell Transport on the Dividend Access Share in respect of a speciﬁed period will be an amount equal to the aggregate dividend declared by Royal Dutch Shell on the ‘‘B’’ Shares in respect of such period. In addition, the dividends that Shell Transport may pay on the Dividend Access Share in any year will be limited to a total of 03.3 billion. This limit can be varied by a resolution of the shareholders of Shell Transport from time to time and will not be less than the aggregate dividends declared on the ‘‘B’’ Shares in any year.

(b) Operation of the Dividend Access Mechanism As described in paragraph 8.1 of this Part VII, Royal Dutch Shell intends to declare dividends on the ‘‘A’’ Shares and the ‘‘B’’ Shares on a quarterly basis. Following the declaration of a dividend by Royal Dutch Shell on the ‘‘B’’ Shares, Shell Transport may declare a dividend on the Dividend Access Share. Shell Transport will not declare a dividend on the Dividend Access Share before Royal Dutch Shell declares a dividend on the ‘‘B’’ Shares as Shell Transport will need to know what dividend Royal Dutch Shell has declared on the ‘‘B’’ Shares. This is to ensure that the dividend declared on the Dividend Access Share does not exceed an amount equal to the total dividend declared by Royal Dutch Shell on the ‘‘B’’ Shares. Before Shell Transport can declare any dividend, the Shell Transport Board will need to consider Shell Transport’s financial condition and amount of distributable reserves. It is the expectation and the intention, although there can be no certainty, that holders of ‘‘B’’ Shares will receive dividends via the Dividend Access Mechanism. To the extent that a dividend is declared by Shell Transport on the Dividend Access Share and paid to the Trustee, the holders of ‘‘B’’ Shares will be beneficially entitled to receive their share of that dividend pursuant to the Declaration of Trust (and arrangements will be made to ensure the dividend is paid in the same currency in which they would have received a dividend from Royal Dutch Shell). No dividend declared and paid by Shell Transport on the Dividend Access Share will be paid to holders of ‘‘A’’ Shares in respect of their ‘‘A’’ Shares. The Royal Dutch Shell Articles provide that if any amount is paid by Shell Transport by way of a dividend on the Dividend Access Share and paid by the Trustee to any holder of ‘‘B’’ Shares, the dividend which would otherwise be payable by Royal Dutch Shell to such holder of ‘‘B’’ Shares will be reduced by an amount equal to the amount paid to such holder of ‘‘B’’ Shares by the Trustee. If the dividend paid on the Dividend Access Share is less than the total dividend declared by Royal Dutch Shell on the ‘‘B’’ Shares, Royal Dutch Shell will remain obliged to pay a dividend on the ‘‘B’’ Shares equal to the amount of any shortfall, which payment by Royal Dutch Shell will be subject to Dutch withholding tax (unless in any particular case an exemption is obtained under Dutch law or the provisions of an applicable tax treaty). If, for any reason, no dividend is paid on the Dividend Access Share, holders of ‘‘B’’ Shares will only receive dividends from Royal Dutch Shell directly. The Dividend Access Mechanism may be suspended or terminated at any time (subject to any regulatory requirements) by the Royal Dutch Shell directors or the Shell Transport directors, for any reason and without financial recompense. This might, for instance, occur in response to changes in relevant tax legislation. The Dividend Access Mechanism has been approved by the Dutch Revenue Service pursuant to an agreement (vaststellingsovereenkomst) with Royal Dutch Shell and Royal Dutch dated 26 October 2004 as supplemented and amended by an agreement between the same parties dated 25 April 2005. The agreement states, among other things, that dividend distributions paid on the Dividend Access Share by Shell Transport will not be subject to Dutch dividend withholding tax provided that the Dividend Access Mechanism is structured and operated substantially as set out above.

8.5 Dividend rights attached to Royal Dutch Shell Shares Dividends will be payable out of proﬁts available for distribution, as determined in accordance with the Companies Act and under IFRS.

72 Subject to the Companies Act, if the Royal Dutch Shell directors consider that the financial position of Royal Dutch Shell justifies the declaration of a dividend, they can determine to pay an interim dividend. Subject to the Companies Act, Royal Dutch Shell Shareholders can resolve to pay a dividend by passing an ordinary resolution. Such a dividend cannot exceed the amount recommended by the Royal Dutch Shell directors. It is the intention that dividends will be declared and paid on a quarterly basis (see paragraph 8.1 of this Part VII). Dividends are payable to persons registered as Royal Dutch Shell Shareholders on the record date relating to the relevant dividend. All dividends will be divided and paid in proportions based on the amounts paid up on the Royal Dutch Shell Shares during any period for which the dividend is paid. Any dividend payable in cash relating to a Royal Dutch Shell Share can be paid by sending a cheque, warrant or similar financial instrument payable to the Royal Dutch Shell Shareholder entitled to the dividend by post addressed to the Royal Dutch Shell Shareholder’s registered address or it can be made payable to someone else named in a written instruction from the Royal Dutch Shell Shareholder and sent by post to the address specified in that instruction. A dividend can also be paid by inter-bank transfer or by other electronic means directly to an account with a bank or other financial institution named in a written instruction from the person entitled to receive the payment. Such bank or other financial institution must be in the United Kingdom other than in respect of Royal Dutch Shell Shares which are held by Euroclear Nederland on behalf of the relevant investors and to which the Securities Giro Act applies. Alternatively, a dividend can be paid in some other way requested in writing by a Royal Dutch Shell Shareholder and agreed to by Royal Dutch Shell. Royal Dutch Shell will not be responsible for a payment which is lost or delayed.

Where any dividends payable on a Royal Dutch Shell Share have not been claimed, the Royal Dutch 6.B.8 Shell directors can invest them or use them in any other way for Royal Dutch Shell’s beneﬁt until they are claimed. Royal Dutch Shell will not be a trustee of the money and will not be liable to pay interest on it. If a dividend has not been claimed for 12 years after being declared or becoming due for payment, it will be forfeited and go back to Royal Dutch Shell, unless the Royal Dutch Shell directors decide otherwise. The Royal Dutch Shell Articles provide that if any amount is paid by the issuer of the Dividend Access Share by way of dividend on the Dividend Access Share and paid by the Trustee to any holder of ‘‘B’’ Shares, the dividend which would otherwise be payable by Royal Dutch Shell to such holder of ‘‘B’’ Shares will be reduced by an amount equal to the amount paid to such holder of ‘‘B’’ Shares by the Trustee.

8.6 Dividend Record Date The dividend record date in respect of interests in Royal Dutch Shell Shares held through Euroclear Nederland will be the Euroclear Nederland trading day immediately prior to the ex-dividend date of the relevant dividend. This is because Euroclear Nederland operates a trade-based record date. The dividend record date in respect of Royal Dutch Shell Shares held other than through Euroclear Nederland will be the day two business days after the ex-dividend date of the relevant dividend. This is because the London Stock Exchange operates a settlement-based record date. All Royal Dutch Shell Shares, however held, will have the same ex-dividend date.

A3/4.5 9. Description of other rights attached to the Royal Dutch Shell Shares 6.B.7 The Royal Dutch Shell Shares will have the following rights with effect from the Effective Date:

A3/4.5 9.1 Pre-emption rights

A3/5.1.10 Subject to the Companies Act, any equity shares issued by Royal Dutch Shell for cash must ﬁrst be 6.B.15(a) offered to existing Royal Dutch Shell Shareholders in proportion to their holdings of ‘‘A’’ Shares and/or ‘‘B’’ Shares. Both the Companies Act and the Listing Rules allow for the disapplication of pre-emption

73 rights which may be waived by a special resolution of the Royal Dutch Shell Shareholders, either generally or speciﬁcally, for a maximum period not exceeding ﬁve years.

A3/4.5 9.2 Right to share in Royal Dutch Shell’s proﬁts 6.B.7 Except in relation to dividends which have been declared (see paragraph 8.5 above) and rights on a liquidation of Royal Dutch Shell (see paragraph 9.3 below), the Royal Dutch Shell Shareholders have no rights to share in the proﬁts of Royal Dutch Shell.

A3/4.5 9.3 Right to share in any surplus in the event of a liquidation 6.B.7 If Royal Dutch Shell is wound up (whether the liquidation is voluntary, under supervision of the court or by the court), the liquidator can, with the authority of an extraordinary resolution passed by Royal Dutch Shell Shareholders and any other sanction required by law, divide among the Royal Dutch Shell Shareholders (excluding any shareholder holding shares as treasury shares) the whole or any part of the Royal Dutch Shell assets. For this purpose, the liquidator can set the value that the liquidator considers fair upon any property and decide how such division is carried out as between Royal Dutch Shell Shareholders or different groups of Royal Dutch Shell Shareholders.

A3/4.5 9.4 Repurchase provisions 6.B.7 Subject to the Companies Act and the Royal Dutch Shell Articles, Royal Dutch Shell may purchase its own shares if (i) in the case of a market purchase, authority to make the market purchase has been given by an ordinary resolution of Royal Dutch Shell Shareholders; or (ii) in the case of an off-market purchase, authority has been given by a special resolution of Royal Dutch Shell Shareholders. However, Royal Dutch Shell intends to comply with the guidance of the Association of British Insurers that authority to repurchase shares should be given by special resolution. Royal Dutch Shell can only repurchase its own shares out of distributable reserves or the proceeds of a new issue of shares made for the purposes of funding the repurchase. Royal Dutch Shell must also comply with the requirements of the Listing Rules when making any purchase of its own shares. The ‘‘near-ﬁnal’’ draft Listing Rules published by the Financial Services Authority on 28 April 2005 (expected to come into force on 1 July 2005) provide that purchases by a limited company of 15 per cent. or more of any class of its equity shares must be by way of tender offer to all shareholders of that class. Assuming that this rule comes into force as currently framed, it would apply to the ‘‘A’’ Shares and the ‘‘B’’ Shares separately. However, if the relevant circumstances were to arise, Royal Dutch Shell may decide, for the purpose of treating the ‘‘A’’ Shares and the ‘‘B’’ Shares as one class (as far as possible), to ask the UK Listing Authority for a concession to this rule to allow the 15 per cent. limit to be calculated by reference to the ‘‘A’’ Shares and the ‘‘B’’ Shares as a whole. On 3 February 2005, it was announced that, given the strong cash and debt position of the Royal Dutch/ Shell Group at the end of 2004, the Royal Dutch and Shell Transport share buy back programme would be relaunched with a projected return of surplus cash to shareholders for the year 2005 in the range of US$3 billion to US$5 billion, subject to continued high oil prices. Royal Dutch Shell intends to continue the Royal Dutch and Shell Transport share buy back programme on this basis. Dutch tax law treats share buy backs for cancellation as being subject to withholding tax unless an exemption applies by virtue of their being carried out within certain annual quantitative limits. These quantitative limits have been agreed with the Dutch Revenue Service for the ‘‘A’’ Shares and the limits will not restrict the share buy back programme announced for 2005. Buy backs of ‘‘A’’ Shares within these limits will not be subject to Dutch withholding tax. However, no quantitative limits on which to base an exemption (or other mitigation of the withholding tax) for buy backs of ‘‘B’’ Shares have been agreed with the Dutch Revenue Service and so, if repurchases of ‘‘B’’ Shares were undertaken, they would potentially give rise to Dutch withholding tax at the rate of 25 per cent. Accordingly, Royal Dutch Shell expects to buy back ‘‘A’’ Shares in preference to ‘‘B’’ Shares, unless and until exemption from or other mitigation of the withholding tax on buy backs of ‘‘B’’ Shares is agreed with the Dutch Revenue Service. In any event, any withholding tax arising on a buy back of ‘‘B’’ Shares would be borne by Royal Dutch Shell and not the selling shareholder.

74 9.5 Conversion provisions

A3/4.5 The Royal Dutch Shell Articles do not contain any provisions relating to conversion of the Royal Dutch 6.B.7 Shell Shares.

10. Royal Dutch Shell ADRs

10.1 Royal Dutch Shell ADRs There will be two classes of Royal Dutch Shell ADRs, ‘‘A’’ ADRs and ‘‘B’’ ADRs. Holders of Royal Dutch Shell ADRs will not have shareholder rights. The Royal Dutch Shell ‘‘A’’ ADR Depositary will hold its interests in the ‘‘A’’ Shares represented by the ‘‘A’’ ADRs through Euroclear Nederland (which will be the registered holder). The Royal Dutch Shell ‘‘B’’ Depositary will be the registered holder of the ‘‘B’’ Shares represented by the ‘‘B’’ ADRs. The Royal Dutch Shell ‘‘A’’ ADR Deposit Agreement sets out the rights of the holders of ‘‘A’’ ADRs and the rights and obligations of the Royal Dutch Shell ‘‘A’’ ADR Depositary. The Royal Dutch Shell ‘‘B’’ ADR Deposit Agreement sets out the rights of the holders of ‘‘B’’ ADRs and the rights and obligations of the Royal Dutch Shell ‘‘B’’ ADR Depositary. Both of these agreements are governed by New York law except for the respective arbitration clauses, which are governed by English law.

10.2 Dividends and distributions The Royal Dutch Shell ‘‘A’’ ADR Depositary will pay to holders of ‘‘A’’ ADRs, and the Royal Dutch Shell ‘‘B’’ ADR Depositary will pay to holders of ‘‘B’’ ADRs, the cash dividends or other distributions which they receive on Royal Dutch Shell Shares or through the Dividend Access Mechanism after deducting their fees and expenses. Distributions will be made to holders of Royal Dutch Shell ADRs in proportion to the number of Royal Dutch Shares which their Royal Dutch Shell ADRs represent. The Royal Dutch Shell ‘‘A’’ ADR Depositary and the Royal Dutch Shell ‘‘B’’ ADR Depositary may distribute additional ‘‘A’’ ADRs or ‘‘B’’ ADRs, respectively, representing ‘‘A’’ Shares or ‘‘B’’ Shares which Royal Dutch Shell may choose to distribute as a dividend or free distribution. Only whole Royal Dutch Shell ADRs will be distributed. The Royal Dutch Shell ‘‘A’’ ADR Depositary and the Royal Dutch Shell ‘‘B’’ ADR Depositary will use their reasonable efforts to sell, or procure the sale of, any Royal Dutch Shell Shares which would result in fractional entitlements, and distribute the net proceeds in the same way as they would with cash. If new Royal Dutch Shell ADRs are not distributed, outstanding Royal Dutch Shell ADRs will also represent the Royal Dutch Shell Shares distributed as dividend or free distribution. If Royal Dutch Shell offers Royal Dutch Shell Shareholders any rights to subscribe for additional shares or any other rights, the Royal Dutch Shell ‘‘A’’ ADR Depositary and the Royal Dutch Shell ‘‘B’’ ADR Depositary may make such rights available to holders of ‘‘A’’ ADRs or ‘‘B’’ ADRs respectively. If they decide it is not legal or practical to make the rights available but that it is practical to sell the rights, they may sell such rights and distribute the proceeds in the same way as they would with cash. Any rights that are not distributed or sold will lapse. If rights are made available to holders of either ‘‘A’’ ADRs or ‘‘B’’ ADRs, the shares will be purchased on behalf of those holders by the Royal Dutch Shell ‘‘A’’ ADR Depositary (through Euroclear Nederland) or the Royal Dutch Shell ‘‘B’’ ADR Depositary, who will deposit the shares and deliver the Royal Dutch Shell ADRs to the holders. They will only exercise rights if holders of Royal Dutch Shell ADRs pay the exercise price and any other charges which the rights require holders of Royal Dutch Shell ADRs to pay.

10.3 Voting rights (a) Voting by holders of ‘‘A’’ ADRs The Royal Dutch Shell ‘‘A’’ ADR Depositary holds its interests in ‘‘A’’ Shares through Euroclear Nederland. The voting arrangements summarised in paragraph 7.3 of this Part VII therefore apply as supplemented by the relevant provisions of the Royal Dutch Shell ‘‘A’’ ADR Deposit Agreement. These provisions are summarised below. The Royal Dutch Shell ‘‘A’’ ADR Depositary will notify holders of ‘‘A’’ ADRs of general meetings of Royal Dutch Shell and will arrange to deliver voting materials to such holders of ‘‘A’’ ADRs if requested by

75 Royal Dutch Shell. Those materials will describe the matters to be voted on and will also explain how a holder of ‘‘A’’ ADRs may attend and vote at general meetings or, if a holder does not wish to attend in person, the procedure for instructing how the votes on the ‘‘A’’ Shares represented by that holder’s ‘‘A’’ ADRs may be exercised. For the Royal Dutch Shell ‘‘A’’ ADR Depositary to accept instructions, they must reach it by the date it specifies. In the Royal Dutch Shell ‘‘A’’ ADR Deposit Agreement, the Royal Dutch Shell ‘‘A’’ ADR Depositary agrees to endeavour to vote, or cause to be voted, the ‘‘A’’ Shares represented by a holder’s ‘‘A’’ ADRs in accordance with instructions as to voting submitted by that holder prior to the date specified by the Royal Dutch Shell ‘‘A’’ ADR Depositary for that purpose. In addition, the Royal Dutch Shell ‘‘A’’ ADR Depositary has agreed, on the written request of a holder of ‘‘A’’ ADRs, to endeavour to appoint, or procure the appointment of, that holder as the proxy of the registered holder of the ‘‘A’’ Shares which that holder’s ‘‘A’’ ADRs represent. In practice, this will involve the Royal Dutch Shell ‘‘A’’ ADR Depositary notifying the relevant Admitted Institution, in accordance with the relevant procedures, of the names and entitlements of each holder of ‘‘A’’ ADRs who has notified it that he wishes to attend the Royal Dutch Shell general meeting in person. There can be no assurance that holders of ‘‘A’’ ADRs will receive the notice referred to above or otherwise learn of a shareholders’ meeting in time to be appointed as a proxy or to submit voting instructions to the Royal Dutch Shell ‘‘A’’ ADR Depositary. The Royal Dutch Shell ‘‘A’’ ADR Depositary will only vote as instructed by the holders of the ‘‘A’’ ADRs.

(b) Voting by holders of ‘‘B’’ ADRs The Royal Dutch Shell ‘‘B’’ ADR Depositary will notify holders of ‘‘B’’ ADRs of general meetings of Royal Dutch Shell and will arrange to deliver voting materials to such holders of ‘‘B’’ ADRs if requested by Royal Dutch Shell. Those materials will describe the matters to be voted on and will also explain how a holder of ‘‘B’’ ADRs may attend and vote at general meetings or, if a holder does not wish to attend in person, the procedure for instructing how the votes on the ‘‘B’’ Shares represented by that holder’s ‘‘B’’ ADRs may be exercised. For the Royal Dutch Shell ‘‘B’’ ADR Depositary to accept instructions, they must reach it by the date it speciﬁes. In the Royal Dutch Shell ‘‘B’’ ADR Deposit Agreement, the Royal Dutch Shell ‘‘B’’ ADR Depositary agrees to endeavour to vote, or cause to be voted, the ‘‘B’’ Shares represented by a holder’s ‘‘B’’ ADRs in accordance with instructions as to voting submitted by that holder prior to the date speciﬁed by the Royal Dutch Shell ‘‘B’’ ADR Depositary for that purpose. In addition, the Royal Dutch Shell ‘‘B’’ ADR Depositary has agreed, on the written request of a holder of ‘‘B’’ ADRs, to endeavour to appoint, or procure the appointment of, that holder as the proxy of the registered holder of the ‘‘B’’ Shares which that holder’s ‘‘B’’ ADRs represent. There can be no assurance that holders of ‘‘B’’ ADRs will receive the notice referred to above or otherwise learn of a shareholders’ meeting in time to obtain a proxy or give voting instructions to the ‘‘B’’ ADR Depositary. The Royal Dutch Shell ‘‘B’’ ADR Depositary will only vote as instructed by the holders of the ‘‘B’’ ADRs.

10.4 Fees and expenses Holders of Royal Dutch Shell ADRs must pay $5.00 (or less) per 100 Royal Dutch Shell ADRs (or portion of 100 Royal Dutch Shell ADRs) for the issuance of Royal Dutch Shell ADRs or the surrender of Royal Dutch Shell ADRs for the purpose of withdrawal of Royal Dutch Shell Shares. In addition, if the Royal Dutch Shell ‘‘A’’ ADR Depositary or the Royal Dutch Shell ‘‘B’’ ADR Depositary distributes securities to holders of Royal Dutch Shell ADRs, a fee will be payable equivalent to the fee that would be payable if the securities so distributed were Royal Dutch Shell Shares and the shares had been deposited for the issuance of Royal Dutch Shell ADRs. Registration and transfer fees are payable for the transfer and registration of Royal Dutch Shell Shares when these are deposited or withdrawn from either the Royal Dutch Shell ‘‘A’’ ADR Depositary or the Royal Dutch Shell ‘‘B’’ ADR Depositary. Holders of Royal Dutch Shell ADRs will also be required to pay the expenses of the Royal Dutch Shell ‘‘A’’ ADR Depositary or the Royal Dutch Shell ‘‘B’’ ADR Depositary in respect of cable, telex and facsimilie

76 transmissions when expressly provided in the Royal Dutch Shell ADR Deposit Agreements. Certain taxes and governmental charges may also be payable on the Royal Dutch Shell ADRs.

10.5 Amendment and termination of the Royal Dutch Shell ADR Deposit Agreements Royal Dutch Shell may agree with either the Royal Dutch Shell ‘‘A’’ ADR Depositary or the Royal Dutch Shell ‘‘B’’ ADR Depositary to amend the Royal Dutch Shell ADR Deposit Agreements and the Royal Dutch Shell ADRs without the consent of the holders of the Royal Dutch Shell ADRs. The Royal Dutch Shell ‘‘A’’ ADR Depositary and the Royal Dutch Shell ‘‘B’’ ADR Depositary will terminate the Royal Dutch Shell ‘‘A’’ ADR Deposit Agreement and the Royal Dutch Shell ‘‘B’’ Deposit Agreement respectively if Royal Dutch Shell instructs them to do so. Either of the Royal Dutch Shell ADR Deposit Agreements may also be terminated if the relevant depositary wishes to resign and Royal Dutch Shell has not appointed a new depositary bank within 60 days. In either case, holders of Royal Dutch Shell ADRs will receive at least 30 days’ notice prior to the termination.

10.6 Limitations on obligations and liability The Royal Dutch Shell ADR Deposit Agreements both expressly limit the obligations of Royal Dutch Shell and, as appropriate, the Royal Dutch Shell ‘‘A’’ ADR Depositary and the Royal Dutch Shell ‘‘B’’ ADR Depositary.

10.7 Rights to receive Royal Dutch Shell Shares Subject to certain restrictions, holders of Royal Dutch Shell ADRs have the right to surrender their ADRs and withdraw the underlying Royal Dutch Shell Shares at any time.

10.8 Arbitration Pursuant to the Royal Dutch Shell ‘‘A’’ ADR Deposit Agreement and the Royal Dutch Shell ‘‘B’’ ADR Deposit Agreement, each ‘‘A’’ ADR holder and ‘‘B’’ ADR holder, respectively, agrees to be bound to the arbitration and exclusive jurisdiction provisions of the Royal Dutch Shell Articles as if the applicable ADR holder was a Royal Dutch Shell Shareholder. For a description of the arbitration and exclusive jurisdiction provisions of the Royal Dutch Shell Articles see paragraph 7.2 of Part XXI.

11. Description of restrictions on free transferability Save as set out below, the Royal Dutch Shell Shares will be freely transferable.

A3/4.8 Royal Dutch Shell can, under the Companies Act, send out statutory notices to those it knows or has 3.15 reasonable cause to believe have an interest in its shares, asking for details of those who have an 6.B.11 interest and the extent of their interest in a particular holding of shares. When a person receives a statutory notice and fails to provide any information required by the notice within the time specified in it, Royal Dutch Shell can apply to the court for an order directing, inter alia, that any transfer of the shares the subject of the statutory notice is void. Once a restriction notice has been given, the Royal Dutch Shell directors are free to cancel it or exclude any shares from it at any time they think fit. In addition, they must cancel the restriction notice within seven days of being satisfied that all information requested in the statutory notice has been given. The Royal Dutch Shell directors can, without giving any reason, refuse to register the transfer of any Royal Dutch Shell Shares which are not fully paid.

12. Mandatory bids, squeeze-out and sell-out rules in relation to Royal Dutch Shell Shares 12.1 Mandatory bid A3/4.9 As referred to in paragraph 4 of Part VI of these Listing Particulars, the City Code will apply to Royal Dutch Shell. Under the City Code, if an acquisition of Royal Dutch Shell Shares were to increase the aggregate holding of the acquiror and its concert parties to shares carrying 30 per cent. or more of the voting rights in Royal Dutch Shell, the acquiror and, depending on the circumstances, its concert parties, would be required (except with the consent of the Panel) to make a cash offer for the outstanding shares in Royal Dutch Shell at a price not less than the highest price paid for Royal Dutch

77 Shell Shares by the acquiror or its concert parties during the previous 12 months. This requirement would also be triggered by any acquisition of shares by a person holding (together with its concert parties) shares carrying between 30 and 50 per cent. of the voting rights in Royal Dutch Shell if the effect of such acquisition were to increase that person’s percentage of the voting rights.

A3/4.9 12.2 Squeeze-out Under the Companies Act, if an offeror were to acquire 90 per cent. of the Royal Dutch Shell Shares within four months of making its offer, it could then compulsorily acquire the remaining 10 per cent. It would do so by sending a notice to outstanding shareholders telling them that it will compulsorily acquire their shares and then, six weeks later, it would execute a transfer of the outstanding shares in its favour and pay the consideration to Royal Dutch Shell, which would hold the consideration on trust for outstanding shareholders. The consideration offered to the shareholders whose shares are compulsorily acquired under the Companies Act must, in general, be the same as the consideration that was available under the takeover offer.

12.3 Sell-out The Companies Act would also give minority shareholders in Royal Dutch Shell a right to be bought out in certain circumstances by an offeror who had made a takeover offer. If a takeover offer related to all the shares in Royal Dutch Shell and at any time before the end of the period within which the offer could be accepted the offeror held or had agreed to acquire not less than 90 per cent. of the Royal Dutch Shell Shares, any holder of shares to which the offer related who had not accepted the offer could by a written communication to the offeror require it to acquire those shares.

The offeror would be required to give any shareholder notice of his right to be bought out within one month of that right arising. The offeror may impose a time limit on the rights of minority shareholders to be bought out, but that period cannot end less than three months after the end of the acceptance period. If a shareholder exercises his rights, the offeror is entitled and bound to acquire those shares on the terms of the offer or on such other terms as may be agreed.

A3/4.10 13. Public takeover bids occurring in the last and current financial years 6.B.21 There have been no public takeover bids by third parties in respect of the share capital of Royal Dutch Shell in the last or current ﬁnancial year.

14. Taxation

Please see paragraph 12 of Part XXI of these Listing Particulars for information relating to UK taxation (including a discussion of UK stamp duty and stamp duty reserve tax which is relevant to holders of Royal Dutch Shell Shares or Royal Dutch Shell ADRs irrespective of their tax residence) and paragraph 13 of Part XXI of these Listing Particulars for information relating to Dutch taxation.

A3/4.6 15. Resolutions, authorisations and approvals relating to the ‘‘A’’ Shares and the ‘‘B’’ Shares On 27 April 2005 the Royal Dutch Shell directors resolved to redeem, with immediate effect, 9,760,000 Euro Deferred Shares for 00.01 in total, in accordance with the rights attaching to those shares.

On 12 May 2005, the following shareholder resolutions of Royal Dutch Shell were passed at its annual 6.B.4 general meeting: 6.B.6 (i) a special resolution adopting new articles of association and a new memorandum of association and increasing the authorised share capital of Royal Dutch Shell to £50,000 and 0700,000,000 by the creation of:

(a) 600,000 ‘‘A’’ Shares of 00.07 each;

(b) 2,759,360,000 ‘‘B’’ Shares of 00.07 each; and

78 (c) 2,740,040,000 unclassified shares of 00.07 each (to be classified as ‘‘A’’ Shares or ‘‘B’’ Shares upon allotment at the discretion of the Royal Dutch Shell directors(1)); (ii) a special resolution re-classifying 360,960,000 unissued Euro Deferred Shares as unclassified shares (to be classified as ‘‘A’’ Shares or ‘‘B’’ Shares upon allotment at the discretion of the Royal Dutch Shell directors(1)); (iii) an ordinary resolution authorising the Royal Dutch Shell directors, for the purposes of section 80 of the Companies Act, to allot relevant securities (within the meaning of that section) up to an aggregate nominal amount of 0193,155,200 in connection with the Scheme and up to an additional aggregate nominal amount of 0160,962,667 (the latter representing approximately one third of Royal Dutch Shell’s expected issued share capital on Completion assuming full acceptance of the Royal Dutch Offer); (iv) a special resolution empowering the directors pursuant to section 95 of the Companies Act to allot equity securities (within the meaning of section 94 of the Companies Act) for cash as if section 89(1) of the Companies Act did not apply to any such allotment provided that this authority is limited to certain rights issues and other equity offers or is otherwise subject to a maximum of 024,144,400 in aggregate nominal value (representing 5 per cent. of Royal Dutch Shell’s expected issued share capital on Completion, assuming full acceptance of the Royal Dutch Offer); and (v) a special resolution authorising Royal Dutch Shell to make market purchases (within the meaning of section 163 of the Companies Act) of ordinary shares of Royal Dutch Shell up to a maximum of 344,920,000 Royal Dutch Shell Shares (representing 5 per cent. of Royal Dutch Shell’s expected issued share capital on Completion, assuming full acceptance of the Royal Dutch Offer) on certain specified conditions. The authorities in paragraphs (iii), (iv) and (v) set out above will expire at the end of the 2006 Royal Dutch Shell annual general meeting.

A3/5.1.2 On 13 May 2005, the Royal Dutch Shell directors resolved to allot, conditional on the Scheme becoming 6.B.6 effective, ‘‘B’’ Shares up to an aggregate nominal value of 0193,155,200 to Relevant Holders (as that 6.B.15(b) term is deﬁned in the Scheme) in accordance with the terms of the Scheme. On 13 May 2005, the following shareholder resolutions of Royal Dutch Shell were passed: (i) a special resolution, conditional upon the Royal Dutch Offer being declared unconditional (gestand wordt gedaan) in all respects: (A) re-classifying as ‘‘A’’ Shares, immediately upon the Royal Dutch Offer being declared unconditional (gestand wordt gedaan) in all respects, such number of issued Euro Deferred Shares as is equal to the number of Royal Dutch Shares validly tendered in the Royal Dutch Offer Acceptance Period (and not withdrawn) multiplied by two; (B) re-classifying as ‘‘A’’ Shares, on each occasion that Royal Dutch Shares are validly tendered to the Royal Dutch Offer in the Subsequent Acceptance Period (if any), such number of issued Euro Deferred Shares as is equal to that number of Royal Dutch Shares so tendered multiplied by two; and (C) re-classifying as ‘‘A’’ Shares, on each occasion that Royal Dutch Shares are offered to Royal Dutch Shell for exchange into ‘‘A’’ Shares after the later of the expiry of the Royal Dutch Offer Acceptance Period and the expiry of the Subsequent Acceptance Period (if any), but at the absolute discretion of the Directors (and subject to applicable law), such number of issued Euro Deferred Shares as is equal to that number of Royal Dutch Shares so offered multiplied by two; and (ii) a special resolution, conditional upon Completion, reclassifying the sterling ordinary shares of Royal Dutch Shell as Sterling Deferred Shares.

(1) However, any future issue of additional ‘‘B’’ Shares will only be made after prior consultation with the Dutch Revenue Service.

79 PART VIII

OPERATING AND FINANCIAL REVIEW This Part VIII is based on the section entitled ‘‘Discussion and Analysis of Financial Condition and Results of Operations’’ of the 2004 Form 20-F of Royal Dutch and Shell Transport. It has been updated in certain respects. Information relating to legal proceedings has been excluded, as more recent disclosure is set out in Part XIX of these Listing Particulars. In addition, in order to avoid duplication, information relating to the Transaction has been deleted. Cross-references have been amended (to the extent necessary) to enable easy reference to the relevant material. The operating and financial review for the first quarter of 2005 is set out in Part XVI of these Listing Particulars. In this Part VIII, ‘‘Parent Companies’’ means Royal Dutch and/or Shell Transport and ‘‘Group Financial Statements’’ or ‘‘Financial Statements’’ means the audited financial information relating to the Royal Dutch/Shell Group included in the 2004 Form 20-F (as amended) of Royal Dutch and Shell Transport.

A1/12.2 1. Overview 6.G.1(a)(i) A1/6.5 6.G.1(a)(ii) The Royal Dutch/Shell Group of Companies consists of the upstream businesses of Exploration & A1/9.2.1 6.G.1(b) Production and Gas & Power and the downstream businesses of Oil Products and Chemicals. We also A1/9.1 6.D.3 have interests in other industry segments such as Renewables and Hydrogen. A1/9.2.2 6.D.1 A1/9.2.3 Over time, and across the commodity price cycle, the Group has achieved higher earnings, cash-flow 6.D.2 A1/12.1 and returns on investment in the Exploration & Production business compared with the other A1/5.1.5 businesses, and sees significant growth potential in demand for natural gas. The downstream A1/6.1.1 businesses continue to offer attractive returns and growth potential in certain business lines and A1/6.2 geographies, and provide useful balance in the portfolio to reduce exposure to commodity price movements. The Group’s core competencies include the application of technology, financial and project management skills to large oil and gas projects; the ability to develop and manage a diverse and international business portfolio; and the development of customer focused businesses built around the strength of the Shell brand.

Strategy The Group’s strategy is clear: more upstream, proﬁtable downstream. The Group intends to focus on areas with high growth potential and where it can capture value from a higher oil and gas price environment. The strategy is expected to be achieved through the following actions:

Reshaping our portfolio The Group is strengthening its portfolio through an active programme of divestments and selective focused acquisitions. The Group has increased its capital expenditure to $15 billion per year for the medium term, and in the period from 2004 to 2006 will be selling non-strategic or under-performing assets with proceeds targeted at $12 to $15 billion. Most of this increased expenditure will be in the upstream, where the Group expects higher returns. The Group is growing its upstream business in areas of resource opportunity such as Russia, the Middle East and West Africa, and its downstream business in markets such as Asia Paciﬁc where the Group sees signiﬁcant potential for growth. The Group also intends to generate new income streams from technologies such as oil sands production and gas to liquids conversion, by providing oil and gas processing services and from energy sources such as wind, hydrogen and solar power.

Raising our operational performance The Group strategy is underpinned by a focus on achieving the highest standards of performance and operational excellence across all of its business activities. A measure of operational performance for each business has been built into employee compensation systems, encouraging everyone in the organisation to make this a priority. Project delivery and execution has also become increasingly important as we take on larger and more complex projects. The Group is channelling more resources

80 into this area and providing additional staff training. To deliver the Group strategy the Group must complete projects on time, on speciﬁcation and on budget. Operational performance also means delivering competitive returns and strong cash generation.

Creating the culture and organisation to deliver Through simplifying our structure and standardising processes across businesses and around the world, the Group is creating a more dynamic, responsive organisation. The three principles of leadership, accountability and teamwork form the basis of a culture change that is being embedded throughout the Group by the Executive Committee and other senior leaders. The appointment of a single Group Chief Executive to lead this process is expected to be an enabler for driving these changes.

Market overview World economy Global economic output grew by 5% in 2004, the fastest rate of growth for two decades. This increase reflected strong growth in the USA, as well as increased activity in Europe and China. The Group is expecting growth to slow during 2005, reflecting more moderate expansion in the USA and European economies. China’s economy is expected to avoid the risk of overheating and see growth moderating to about 8.0% in 2005. While the outlook for 2005 is positive, there are some risks that could affect the rate of global economic growth. These risks include the decline in the US dollar, a rise in protectionism, geopolitical uncertainties and financial turbulence in emerging markets such as China.

Oil and natural gas prices Oil prices strengthened considerably in 2004 driven by significant growth in global demand, particularly from China and the USA; low US stocks of oil and natural gas; a decline in spare OPEC crude production capacity; geopolitical tensions and disruptions in supply caused by hurricanes in the Gulf of Mexico. Oil demand growth in 2005 is expected to be lower than in 2004 but still above the average level for the past decade. Crude prices in 2005 will be influenced by the rate of global economic growth, particularly in the USA and China. Other factors affecting prices will include the pace of Iraqi oil export recovery, OPEC supply policy and the severity of the northern hemisphere winter. Disruption to supply as a result of political and security issues would lead to price volatility and upward pressure on prices. Henry Hub natural gas prices in the USA increased from $5.62 per million British thermal unit (Btu) in 2003 to $5.87 per million Btu in 2004. In 2005 Henry Hub prices are expected to reflect supply and demand in the USA where the development of domestic supply, demand levels from weather conditions and the rate of economic growth will be important. Prices in other markets are expected to remain largely linked to oil prices.

General industry factors Demand for oil and natural gas is likely to continue to increase in both the short and medium term, with particularly strong growth in emerging economies such as China and India. The International Energy Agency estimates that global energy demand could grow by almost 60% by 2030 and, within that overall total, oil demand could increase by up to 45% and natural gas demand could double. Meeting that increasing energy demand will require significant levels of new investment across all parts of the industry. The refining and marketing environment is characterised by intensifying competition from industry consolidation and new entrants and changing and increasingly complex patterns of supply and demand. A fundamental shift in the pattern of demand is taking place as traditional markets in Western Europe and the USA see demand growth slowing while markets in Asia Pacific are experiencing significant growth. In 2004, a shortage of capacity relative to growing demand led to strong refining margins.

81 The business environment for chemicals has become more positive but remains cyclical. The central driver of growth in the business remains the overall pace of global economic activity.

Industry segments Exploration & Production Oil prices, production volumes and cost levels are the most significant factors affecting earnings in Exploration & Production. In 2004, oil prices averaged around $10 per barrel higher than in 2003. For the Group, production in 2004 was broadly unchanged compared to 2003, excluding the impact of divestments, price effects and hurricanes in the USA. The decline in production from mature areas was more than offset by new volumes in 2004. In 2004, the Group took the final investment decision on several significant Exploration & Production projects. These included the Kashagan development in Kazakhstan and the Pohokura gas project in New Zealand. In Oman agreements were signed with the government to extend the terms of Petroleum Development Oman’s (PDO) concession until 2044. Plans were announced to increase bitumen production at the Athabasca Oil Sands Project (Group interest 47%) from the current 155,000 barrels a day capacity to between 270,000 and 290,000 barrels a day by 2010. Volatility in oil prices is one of the key risks in the Exploration & Production business. We believe that the oil pricing structure has shifted to a higher price environment driven by global demand growth and the increased cost of the investment needed to supply that demand. Cost increases are another key risk to the business. These risks are managed through a focus on improving asset integrity and reliability, further work to maximise the value from the creation of a global business organisation and improved project management.

Gas & Power In Gas & Power, the overall aim is to access and monetise new natural gas resources. This is achieved through participation in all parts of the value chain of the liquefied natural gas (LNG) business, where Shell associated projects have a share of about one-third of global LNG production. The Group also has interests in the distribution, marketing and trading of natural gas, power generation, gas to liquids production and coal gasification. Demand in each of the three main gas markets (North America, Europe and Asia Pacific) continues to grow and prices increased in 2004. Natural gas prices and LNG sales are the key results drivers in Gas & Power. Natural gas prices tend to be linked to oil prices, although this relationship varies over time. Earnings in 2004 reflected the increase in natural gas prices and LNG sales volumes. The Group continues to invest in LNG projects and expects to increase its LNG capacity by an average of 14% per year in the period from 2003 through 2008. One of the principal challenges and risks in the Gas & Power business is to ensure the development of assets in each part of the LNG value chain are aligned with market growth. This risk is being managed by the development of a portfolio of supply, shipping and LNG import facilities in the key markets. Other challenges, on which there is a clear focus in the business, include ensuring that capital projects are delivered on schedule and within budget and that new business development opportunities are secured in an increasingly competitive environment.

Oil Products The key drivers of the Oil Products business are end user demand for oil products, the global refining supply/demand balance, competitive positioning in key markets and operational performance at manufacturing facilities. The strength of the Shell brand, the quality of the assets and the level of operational cost are essential elements in securing competitive returns. In 2004, there were stronger refining conditions globally and increases in refining and marketing margins. The increases in margins across the world reflected exceptional product demand growth particularly in China and, to a lesser extent, the USA. The key challenges in Oil Products are volatility in refining margins and maintaining a competitive cost structure.

82 We expect that the creation of one downstream organisation, integrating the Oil Products and Chemicals businesses, will help to optimise refining and chemicals facilities, standardise our processes and improve services to customers. Work will continue to sell or improve underperforming assets. This will be underpinned by a focus on improving operational performance and delivering cost reductions. This will position us for future growth in selected markets where we see the greatest opportunities. In particular, we intend to focus on the Asia Pacific markets where we believe there is significant potential for growth. By the end of the decade the downstream business expects to have a greater percentage of its capital employed in Asia Pacific, compared to year end 2004.

Chemicals In Chemicals, industry conditions improved as a result of growth in demand, which together with low levels of inventories led to increased operating rates in 2004. Product prices increased throughout the petrochemicals chain, driven by higher feedstock and energy costs. The levels and volatility of feedstock costs, which are linked to crude oil and natural gas prices are key drivers of the Chemicals business, as is the balance between demand, which is impacted by the pace of economic growth, and supply, which is impacted by industry capacity and operating rates. In response to these challenges, the Group has maintained its focus on reducing costs, asset restructuring and closing under-performing assets and is shifting the portfolio to growth areas in Asia Pacific and the Middle East. This is underpinned by the overall chemicals strategy of producing bulk chemicals and first line derivatives to supply large industrial customers through simplified, standardised global business processes. The Group intends to integrate the Oil Products and Chemicals businesses in order to provide opportunities to achieve cost efficiencies from shared services and common manufacturing sites, and from improved use of hydrocarbon resources on integrated sites.

Financial framework The Group manages its business to deliver strong cash flows to fund investment and growth based on cautious assumptions relating to crude oil prices. Our strong cash position in 2004, with operational cash flow of $26 billion, gives the Group the financial flexibility both to fund capital investment and to return cash to shareholders. Following the completion of the Transaction, Royal Dutch Shell, consistent with Royal Dutch’s and Shell Transport’s historical dividend policy, has announced it will seek to increase dividends at least in line with inflation over time. The base for the 2005 financial year will be the dividend paid by Royal Dutch in respect of the financial year ending December 31, 2004. With the adoption of quarterly dividends in 2005, Royal Dutch and Shell Transport will pay dividends in respect of the first quarter of 2005. Royal Dutch Shell will take these dividends into account when determining the dividends which will be declared for the remainder of the year. In 2004 the dividends paid out to shareholders exceeded $7.1 billion. As a result of the transition to the payment of quarterly dividends, the Group expects to return at least $10 billion cash to shareholders from dividends during 2005, subject to exchange rates. Given the strong cash and debt position from 2004, the share buyback program was relaunched on February 3, 2005, with the return of surplus cash to shareholders for the year 2005 expected to be in the range of $3 to $5 billion, assuming high oil prices. Capital investment of some $15 billion (excluding contribution of the Group’s minority partners in Sakhalin) on average is required each year to grow the capital base in light of expected dividend payments, taking into account an expected $12 to $15 billion of divestments over the period 2004 to 2006. After dividends and capital investment, the priority for using cash generated is to maintain a prudent balance sheet. Both the medium and long-term focus will remain on improving the underlying operational performance in order to continue to deliver consistently strong cash flows. Over the past 20 years the Brent crude oil price has averaged around $20 a barrel and over the past five years the price averaged approximately $27 a barrel. We expect that crude oil prices in 2005 will be influenced by developments in the key oil producing countries, the pace of Iraqi crude export recovery, and by the rate of the global economic recovery, particularly in the USA and China. Natural gas prices in the USA are expected to remain well above pre-2000 levels, due to higher demand resulting from a

83 more general recovery of the global economy, while prices in other major markets are expected to retain an oil-price linkage. The Group uses a range of prices for crude oil to test opportunities on the downside and look at the upside of potential projects. The Group plans for the medium term at $25 a barrel, screens for resilience to price downside at $20 a barrel, and tests for response to price upside at a range of higher prices. This method is applied to understand the composition of projects in the portfolio and how these respond over a broad range of prices or margins. The crude oil price outlook for 2005 will likely be impacted by developments in the Middle East and Venezuela. Crude oil reference price conditions are determined after careful assessment of short, medium and long-term drivers of oil and gas prices under different sets of assumptions, yielding a range of prices to be used in evaluation. With regard to 2004, crude oil prices were higher than the conservative expectations of our reference price conditions. Historical analysis, trends and statistical volatility are part of this assessment, as well as analysis of global and regional economic conditions, geopolitics, OPEC actions, supply and demand. Sensitivity analyses are used to test the impact of low price drivers (economic weakness, rapid resumption of Iraqi production, greater than expected increase in non- OPEC production) and high price drivers (greater than expected economic growth, slower than expected resumption of Iraqi production). Short-term events (such as relatively warm winters or cool summers and the resulting effects on demand and inventory levels) contribute to volatility. As described in Note 3 in Part XIII of these Listing Particulars under the heading ‘‘Accounting Policies — Revenue Recognition’’, the Group reports certain buy/sell contracts for feedstock, principally crude oil, and ﬁnished products mainly in the Oil Products segment on a gross basis in the Statement of Income. These contracts are entered into with the same counterparty either concurrently or in contemplation of one another. However, they are separately invoiced and settled and there is no legal right of offset. If these contracts were required to be reported net, it is estimated that net proceeds and cost of sales for 2004 would be reduced by $24,744 million and $24,719 million, respectively (2003: $19,795 million and $19,713 million, respectively; 2002: $14,267 million and $14,419 million, respectively) with no impact on net income.

Reserves restatements and financial restatements On January 9, 2004, the Group announced the removal from proved reserves of approximately 3.9 billion barrels of oil equivalent (boe) of oil and gas that were originally reported as of December 31, 2002. As a result of further field level reviews concluded in April 2004 with the assistance of external petroleum consultants of over 90% of the Group’s proved reserves volumes, the Group determined to increase the total volume of reserves to be removed from the proved category to 4.47 billion barrels of oil equivalent (boe) and to restate the unaudited(1) oil and gas reserves disclosures contained in the supplementary information accompanying the Financial Statements (the First Reserves Restatement) to give effect to the removal of these volumes as of the earliest date on which they did not represent ‘‘proved reserves’’ within the applicable rules of the SEC (which in many cases is the date on which the volumes were initially booked as proved reserves). 12% of the volumes de-booked had been in the proved developed reserves category and 88% had been categorised as proved undeveloped reserves. The First Reserves Restatement was reflected in the 2003 Annual Report and Accounts and the 2003 Annual Report on Form 20-F, as originally filed with the US Securities and Exchange Commission (SEC) on June 30, 2004. On February 3, 2005, as a result of reservoir level reviews conducted during July 2004 through December 2004 of substantially all of the Group’s proved reserves volumes reported as at December 31, 2003, (collectively, the Second Half Review), the Group announced that it would remove from proved reserves an additional approximately 1.37 billion boe of oil and gas that were reported as at December 31, 2003 (1.15 billion boe previously reported at December 31, 2002) and further restate the unaudited oil and gas reserves disclosures contained in the supplementary information accompanying

(1) Reserves, reserves volumes and reserves related information and disclosures are referred to as ‘‘unaudited’’ as a means to clarify that this information is not covered by the audit opinion of the independent registered accounting ﬁrms that have reported on the ﬁnancial statements of the Group or the Parent Companies.

84 the Financial Statements (the Second Reserves Restatement, and together with the First Reserves Restatement, the Reserves Restatements) to give effect to the removal of these volumes as of the earliest date on which they did not represent ‘‘proved reserves’’ within the applicable rules of the SEC (which in many cases is the date on which the volumes were initially booked as proved reserves). 43% of the volumes de-booked had been categorised as proved developed reserves and 57% had been categorised as proved undeveloped reserves. The Second Reserves Restatement is reflected in Amendment No. 2 to the 2003 Annual Report on Form 20-F, as filed with the SEC on March 7, 2005. Please refer to Part IX of these Listing Particulars for additional information regarding the First Reserves Restatement and the Second Reserves Restatement. In view of the inappropriate overstatement of unaudited proved reserves information resulting in the First Reserves Restatement, it was determined to restate the Financial Statements of the Group, and each of the Parent Companies, for the year ended December 31, 2002 and prior periods (the First Financial Restatement) to reflect the impact of the First Reserves Restatement on those Financial Statements (as announced on April 19, 2004). As part of the First Financial Restatement, the Financial Statements were also restated to correct an inappropriate departure from US GAAP relating to certain exploratory drilling costs, to correct an inappropriate departure from US GAAP (for 2002 only) for certain gas contracts, to correct an error in the calculation of earnings per share of the Parent Companies and to reflect a change in accounting principle relating to inventories. The First Financial Restatement also included a separate presentation of the Group Financial Statements under US GAAP and Netherlands GAAP, and a reconciliation of the differences between the presentations. This discussion and analysis is based on the US GAAP Group Financial Statements. The First Financial Restatement was reflected in the 2003 Annual Report and Accounts and the 2003 Annual Report on Form 20-F, as originally filed with the SEC on June 30, 2004. In view of the inappropriate overstatement of unaudited proved reserves information resulting in the Second Reserves Restatement, it was determined to restate the Financial Statements of the Group and each of the Parent Companies for the year ended December 31, 2003 and prior periods (the Second Financial Restatement and together with the First Financial Restatement, the Financial Restatements) to reflect the impact of the Second Reserves Restatement on those Financial Statements (as announced on February 3, 2005). The Second Financial Restatement is reflected in this Report and also in Amendment No. 2 to the 2003 Annual Report on Form 20-F, as filed with the SEC on March 7, 2005.

Investigation and report to the Group Audit Committee; management changes Following the January 9, 2004 announcement of the reserves recategorisation, the Group Audit Committee (GAC) appointed Davis Polk & Wardwell to lead an independent review of the facts and circumstances surrounding the reserves recategorisation, and to report its findings and any proposed remedial actions to the GAC for its consideration. That report, dated March 31, 2004, was presented to the GAC and subsequently to the Supervisory Board of Royal Dutch and non-executive directors of Shell Transport. The report was accepted in full by the GAC on April 15, 2004 and by the members of the Supervisory Board of Royal Dutch and the non-executive directors of Shell Transport on April 16, 2004. Following an interim report to the GAC dated March 1, 2004, which was presented to the Parent Company Boards on March 2, 2004, Sir Philip Watts, Chairman of the Committee of Managing Directors and Walter van de Vijver, Chief Executive of Exploration & Production, submitted their resignations on March 3, 2004 from all director and officer positions within the Group and the Parent Companies. Following acceptance of the final report to the GAC by the members of the Supervisory Board of Royal Dutch and the non-executive directors of Shell Transport, Judith Boynton stepped aside as Group Chief Financial Officer and as Group Managing Director and Managing Director of Shell Transport on April 18, 2004. She remained with the Group in an advisory capacity reporting to the Chief Executive Jeroen van der Veer. Ms Boynton left the Group, by mutual agreement, effective December 31, 2004. Jeroen van der Veer, President and Managing Director of Royal Dutch, succeeded Sir Philip Watts as Chairman of the Group’s Committee of Managing Directors; Lord Oxburgh was appointed non-executive Chairman of Shell Transport and Chairman of Conference; and Malcolm Brinded was appointed Chief

85 Executive of Exploration & Production, a Managing Director of Shell Transport and Vice-Chairman of the Committee of Managing Directors. Malcolm Brinded resigned from his position as a Managing Director of Royal Dutch. On June 23, 2004 Peter Voser was appointed Group Chief Financial Ofﬁcer and a director of Shell Transport with effect from October 4, 2004. Linda Cook was appointed a Managing Director of Royal Dutch on August 1, 2004.

2. Summary of Group results Earnings (US GAAP)

$ million 2003 2002 2004 As restated(a) As restated(a) Income from continuing operations 16,623 12,033 9,469 Income from discontinued operations 1,560 25 187 Cumulative effect of a change in accounting principle — 255 — Net income 18,183 12,313 9,656

Change from previous year +48% +28% –6% (a) See Note 2 of Part XIII of these Listing Particulars.

2004 compared to 2003 The Group’s net income in 2004 was $18.2 billion, an increase of 48% from 2003. These earnings reflect higher realised oil and gas prices in Exploration & Production and higher LNG volumes and prices in Gas & Power, as well as increases in refining margins and trading profits in Oil Products and higher volumes and margins in Chemicals. Exploration & Production earnings were $9,315 million, 4% higher than in 2003. Production in 2004 was broadly unchanged compared to 2003, excluding the impact of divestments, price effects and hurricanes in the Gulf of Mexico. The decline in production in mature areas was largely offset by the start of production in new fields. Hydrocarbon prices were higher in 2004 compared with 2003 with Brent crude prices averaging $38.30 a barrel compared with $28.85 in 2003 and West Texas Intermediate prices averaging $41.50 a barrel in 2004 compared with $31.05 in 2003. Prices reflected the effect of strong US and Chinese demand, geopolitical uncertainty in a number of producer countries, disruptions to production as a result of the hurricanes in the Gulf of Mexico; and lower OPEC spare production capacity. The benefits of higher oil and gas prices were offset by lower hydrocarbon production, higher costs and depreciation, and an increase in the overall effective tax rate. Earnings in Gas & Power were $2,155 million, 6% lower than in 2003. Earnings in 2003 included gains of $1,120 million mainly related to divestments (Ruhrgas), whereas divestment gains in 2004 were $772 million. Earnings in 2004 reflected a 9% increase in LNG volumes and an 8% increase in LNG prices. Oil Products earnings increased by 164% compared with 2003 to $7,537 million, benefiting significantly from higher refining margins, and increased trading earnings. These results included divestment gains of $1,038 million and net charges of $403 million. Earnings in Chemicals were $930 million, after a $565 million write-down in the carrying amount of Basell (Chemicals). This impairment followed the announcement in 2004 of a review of strategic alternatives regarding this joint venture. In 2003 a loss of $209 million for Chemicals included $478 million in asset restructuring and impairment charges. The improvement in earnings from 2003 was due to volume growth and higher margins. The results discussed above include income from discontinued operations of $1,560 million in 2004, including gains on the disposal of such operations which are described in Note 4 of Part XIII of these Listing Particulars.

86 Capital investment(1) in 2004 was $14.9 billion compared with $14.3 billion in 2003. Gross proceeds from divestments were $7.6 billion and cashﬂow from operating activities was $25.6 billion, an increase of 18% from 2003. At the end of 2004, the debt total ratio(2) was 13.8% compared with 21.0% in 2003. Cash and cash equivalents were $8.5 billion compared with $2.0 billion in 2003.

It is expected that at least $10 billion, subject to exchange rates, will be returned to shareholders in dividends in 2005. The share buyback programme was relaunched on February 3, 2005.

In view of the inappropriate overstatement of unaudited proved reserves information, it was decided to restate the Financial Statements of the Group, and each of the Parent Companies, for prior periods (the Financial Restatements) to reﬂect the impact of the Reserves Restatements on those Financial Statements (as announced on April 19, 2004 and February 3, 2005).

See paragraph 1 of this Part VIII regarding ‘‘Investigation and report to the Group Audit Committee; management changes’’ for additional detail regarding the Group Audit Committee’s investigation arising out of the Reserves Restatements.

All Group ﬁnancial information contained in this section is presented in accordance with accounting principles generally accepted in the United States. The restatements described above are reﬂected in prior period information where applicable.

2003 compared to 2002

The Group’s net income for 2003 was $12,313 million, 28% higher than in 2002. These earnings reﬂected higher realised prices in Exploration & Production and higher earnings in Gas & Power. A stronger business environment in Oil Products and the delivery of operational performance improvements in all businesses also had a positive impact on the results.

Exploration & Production earnings were 33% higher than 2002 at $8,923 million. Total hydrocarbon production(3) fell by 1% to 3.9 million barrels of oil equivalent (boe) per day. Oil and oil sands production increased by 1% while gas production fell by 5%. Hydrocarbon prices were generally higher in 2003 compared with 2002 (Brent crude prices averaged $28.85 a barrel compared with $25.05 in 2002) as a result of the conﬂict in Iraq, OPEC behaviour, lower inventories worldwide and cold weather in Europe and North America. The Group’s total proved reserves at the end of 2003 were 12,979 billion barrels of oil equivalent.

Earnings in Gas & Power were at a record level at $2,289 million, beneﬁting from the sale of the Group’s shareholding in Ruhrgas, higher prices and record LNG volumes.

An improved business environment and higher reﬁning and marketing margins in all regions helped Oil Products earnings to increase by 9% to $2,860 million.

Business conditions remained difﬁcult in Chemicals which showed a loss of $209 million. These results reﬂected asset impairment and restructuring charges totaling $478 million.

Total capital investment(1) was $14.3 billion, compared with $14.2 billion (excluding major acquisitions) in 2002. Proceeds from asset disposals in 2003 were $4.5 billion; this generated $2.0 billion of after-tax income, all of which was offset by net charges for impairment, restructuring and various other items including tax credits, resulting in a net charge of $104 million. At the end of the year the debt ratio(2) was 21.0%. Cash and cash equivalents amounted to $2.0 billion.

(1) Capital investment is capital expenditure, exploration expense and investments in associated companies. (2) The total debt ratio is deﬁned as short-term plus long-term debt as a percentage of capital employed. Capital employed is Group net assets before deduction of minority interests, plus short-term and long-term debt. (3) Includes oil sands.

87 3. Exploration and Production

Earnings (US GAAP) $ million 2003 2002 2004 As restated(a) As restated(a)

Net proceeds (including inter-segment sales) 39,644 32,468 26,320 Purchases (including change in inventories) (2,658) (1,535) (1,050) Exploration (1,823) (1,475) (1,052) Depreciation (7,457) (7,316) (5,556) Operating expenses (9,320) (7,174) (6,686) Operating profit of Group companies 18,386 14,968 11,976 Group share of operating profit of associated companies 2,438 1,857 1,316 Operating profit 20,824 16,825 13,292 Other income/(expense) 166 72 73 Taxation (12,033) (8,307) (6,724) Income from continuing operations 8,957 8,590 6,641 Income from discontinued operations, net of tax 358 78 85 Cumulative effect of a change in accounting principle — 255 — Segment earnings 9,315 8,923 6,726

(a) See Note 2 of Part XIII of these Listing Particulars.

2004 compared to 2003 Earnings Segment earnings in 2004 were $9,315 million, 4% higher than in 2003. The beneﬁts of higher oil and gas prices were partly offset by lower hydrocarbon production, higher costs and depreciation, and an increase in the overall effective tax rate. Earnings included divestment gains of $740 million, of which $330 million relates to divestment gains from discontinued operations and relates to divestments of operations in Angola, Bangladesh, Egypt and Thailand. The balance of the $740 million relates to divestment gains in countries where there is continued investment in operations and which do not qualify as discontinued operations under US GAAP. Compared with 2003, costs and depreciation were higher mainly as a result of exchange rates movements and higher activity in our growth areas. The increase in the effective tax rate was mainly driven by the impact of higher hydrocarbon prices, an increase in the tax burden in Denmark and lower tax credits than in 2003. Write-offs of exploration properties, rights and concessions in 2004 of some $300 million due to unsuccessful drilling were in line with similar write-offs in 2003. Earnings in 2003 included a credit of $255 million resulting from a change in accounting for asset retirement obligations.

Prices Oil prices increased signiﬁcantly in 2004 with Brent crude prices averaging $38.30 a barrel in 2004 compared with $28.85 in 2003, while West Texas Intermediate averaged $41.50 a barrel compared with $31.05 in 2003. These increases reﬂected strong US and Chinese demand; geopolitical uncertainty in a number of producer countries; falling spare OPEC crude production capacity and the effect on oil stocks of the hurricanes in the Gulf of Mexico. The Group’s overall realised oil prices were $35.61 a barrel up from $27.50 in 2003. In the USA realised oil prices averaged $36.15 a barrel compared with $27.24 a year earlier and outside the USA, realised prices averaged $35.53 compared with $27.54 in 2003. Realised oil prices differ from published crude oil prices because the quality, and therefore price, of actual crude oil produced differs from the quoted blends. In general, the Group produces crude oil of a lower quality than the quoted blends. The Group’s overall realised gas prices averaged $3.59 per thousand standard cubic foot compared with $3.30 in 2003.

88 Production

Total underlying hydrocarbon production (including oil sands) was 3% lower in 2004 than in 2003, at 19.5(d) 3,772 thousand boe per day.(5) Production was affected by divestments of 76,000 boe per day, the impact of higher prices on our entitlements from production sharing contracts (PSCs), and hurricanes in the Gulf of Mexico. Excluding these effects, production was unchanged from 2003.

Oil production was 5% lower in 2004 than in 2003, mainly due to ﬁeld declines in the USA, Norway and Oman, as well as lower production from ﬁelds in the UK. Production was also affected by lower entitlements from PSC operations as a result of higher oil prices.

Natural gas production was approximately the same as in 2003. Additional production from new ﬁelds, as well as high demand towards the end of the year, were offset by ﬁeld declines in the USA and the UK, the effect of divestments, Gulf of Mexico hurricanes and lower entitlements from PSCs.

Various new fields started production during the year, including Jintan and Serai in Sarawak, Malaysia and Goldeneye, Scoter and Howe in the UK. In the Gulf of Mexico, production began at the Holstein, Llano and Glider fields. Oil production from the West Salym field in Russia also began, a year earlier than planned.

A number of fields increased production over the year. These included the Bijupira-Salema´ field in Brazil, the Na Kika and Habanero fields in the USA, the EA field in Nigeria and the Athabasca Oil Sands Project in Canada. These increases, along with production from new fields, added 221 thousand boe per day of production.

Capital investment and portfolio actions Capital investment in 2004 of $8.8 billion (excluding the contribution of our minority partners in Sakhalin) in 2004 was similar to 2003 and included exploration expense of $1.1 billion.

The final investment decision was taken for the Kashagan project in Kazakhstan (Group interest 16.7%) which is targeted to start production in 2008. The development of the Pohokura gas field in New Zealand (Group interest 48%) was agreed and the field is expected to produce its first gas in 2006. Planning permission was granted for the terminal that will receive gas from the offshore Corrib development in Ireland (Group interest 45%).

In Oman agreements were signed with the government to extend the terms of Petroleum Development Oman’s (PDO) concession for 40 years, until 2044. PDO (Group interest 34%) produces from 100 ﬁelds in the concession area. A Heads of Agreement was signed with the Libyan National Oil Company to establish a long-term strategic partnership that could open up opportunities to develop Libya’s gas and LNG business.

Plans were announced to increase bitumen production at the Athabasca Oil Sands Project (Group interest 47%) from 155,000 barrels a day capacity now to between 270,000 and 290,000 barrels a day by 2010. This will involve work to expand the Muskeg River mine and to add a third hydro-conversion unit to the Scotford Upgrader. The cost of these projects is expected to be about $4 billion and, subject to regulatory approval, work is expected to start in 2006.

In 2004, good progress was made on the Sakhalin project in eastern Russia. The main concrete construction work of the base substructure for the Lunskoye offshore gas production platform was completed. This massive project targets start-up by end 2007 but there are signiﬁcant cost pressures in what is one of the largest single foreign investment projects in Russia.

Divestments included the sale of upstream assets in Angola, Thailand, Bangladesh, Egypt and the UK. In addition, an agreement was reached to sell the Schooner and Ketch ﬁelds in the UK.

(5) For this purpose, the Group has converted natural gas to crude oil equivalent using a factor of 5,800 standard cubic feet per barrel.

89 Exploration During 2004, we participated in 31 successful exploration wells. These included discoveries in Nigeria, Malaysia, Oman, the USA, the UK, the Netherlands, Brunei, Gabon, Egypt, Russia and Canada. All discoveries will now be appraised in order to establish the precise extent of the reserves they contain. Overall volumes found were less than in recent years, although the success rate continued to be good. The Group made signiﬁcant additions to its overall acreage positions with new exploration licences in the UK, Brazil, the Gulf of Mexico and Norway and additional oil sands acreage was acquired in Canada.

Reserves As described under ‘‘Reserves Restatements and Financial Restatements’’ above, the 2004 Form 20-F of Royal Dutch and Shell Transport gives effect to a restatement of proved oil and gas reserves. See also paragraph 2 of Part IX of these Listing Particulars. During 2004, a total of 212 million boe was added to proved developed and undeveloped reserves by Group companies (a reduction of 151 million barrels of oil and natural gas liquids and an increase of 2,108 thousand million standard cubic feet of natural gas), including 417 million boe from organic activities (which includes all activities other than purchases and sales of minerals in place). The net addition to proved developed and undeveloped reserves(1) consisted of reductions of 218 million boe from revisions and 205 million boe from acquisitions and divestments and additions of 15 million boe from improved recovery and 620 million boe from extensions and discoveries. There was a net addition of 774 million boe to proved developed reserves and a net reduction of 562 million boe to proved undeveloped reserves. During the same period, the Group share of proved developed and undeveloped reserve additions by associated companies was 39 million boe (20 million barrels of oil and natural gas liquids and 108 thousand million standard cubic feet of natural gas). The Group share of net additions to proved developed and undeveloped reserves by associated companies consisted of a reduction of 10 million boe from acquisitions and divestments and additions of 2 million boe from revisions, 46 million boe from improved recovery and 1 million boe from extensions and discoveries. There was a net addition of 33 million boe to proved developed reserves and a net addition of 6 million boe to proved undeveloped reserves. The most significant 2004 additions arose from new sales agreements covering gas volumes to be produced from the Sakhalin development in Russia, a concession extension in Oman and taking the final investment decision for the Kashagan field in Kazakhstan. The high level of year-end prices adversely affected proved reserve entitlements that are determined on the basis of production sharing arrangements, and the ability to book proved reserves associated with a heavy oil project in Canada (Peace River). The gas volumes booked for the Sakhalin project following new sales agreements will be produced after the start of gas production from the Lunskoye field in Sakhalin, currently targeted in 2007. The oil volumes booked in the Kashagan field will be produced following field start-up targeted in 2008. The volumes booked following the concession extension are expected to be produced after 2012. The rest of the reserves additions during 2004 are expected to be produced over time as development activities continue and/or production facilities are expanded or upgraded. The most significant movement from proved undeveloped to proved developed reserves is the result of installing compression facilities in the Groningen field, The Netherlands. At December 31, 2004, after taking account of Group companies’ 2004 net additions to proved developed and undeveloped reserves of 212 million boe and production of 1,222 million boe, total proved reserves for Group companies of 10,231 million boe was 12% lower than at December 31, 2003. At the same date, after taking into account the Group’s share of associated companies’ net additions of 39 million boe and production of 126 million boe, the Group’s share of total proved developed and undeveloped reserves of associated companies of 1,652 million boe was 22% higher than December 31, 2003. For the three years ended December 31, 2004, Group companies had net additions to proved reserves of 1,838 million boe and total production of 3,812 million boe, which resulted in a 19% decline in total proved reserves from December 31, 2001 to December 31, 2004. For the same period, the Group’s

(1) For purposes of this section, net additions are calculated before production.

90 share of net additions to proved reserves by associated companies was 475 million boe and the Group’s share of production by these companies was 390 million boe, which resulted in a 40% increase in the Group’s share of proved reserves of associated companies. These changes in proved reserves include the effect of transferring a company in the Middle East from Group to associated company status as at December 31, 2004.

As at December 31, 2004, the Group’s proved developed and undeveloped reserves (excluding proved 19.5(b) reserves of associated companies) were equivalent to 8.4 years of production (based on 2004 production). The rate at which the Group (and associated companies) are developing proved reserves over a particular period may not necessarily be indicative of the rate at which hydrocarbon resources are being discovered for a number of reasons, including the technical nature of the deﬁnition of proved reserves and the differing time periods needed to develop proved reserves in different regions and under differing geologic, economic and regulatory conditions. However, the current level of reserves replacement by the Group and associated companies is clearly a concern and reﬂects the exploration strategy in the late 1990s and the Group’s relatively low investment in the post 1998 period. Exploration has since been refocused and investment levels have increased. The Group considers it vital to improve reserves replacement in the coming years.

Outlook and strategy Oil prices averaged about $10 a barrel higher in 2004 than in 2003. The high prices reflected high growth in global oil demand, most significantly from China and the USA. Upward pressure on prices also came from geopolitical tensions in the world, and the disruption to production caused by hurricanes in the Gulf of Mexico during the autumn and subsequent decline in the level of oil stocks in the USA. We believe that crude prices in 2005 will be influenced by the pace of Iraqi oil export recovery, OPEC supply policy, the rate of global economic expansion, particularly in the USA and China, and the severity of the northern hemisphere winter. Natural gas prices in the USA will be affected by weather conditions and the rate of economic growth. Prices in other markets are expected to remain linked to oil prices. We believe that growing global energy demand and the increased upstream investment required to meet that demand means that oil prices have shifted to a higher level for the medium term. Crude oil price conditions are evaluated based on careful assessment of short, medium and long-term drivers of oil and gas prices under different sets of assumptions, yielding a range of prices to be used in evaluation. Historical analysis, trends and statistical volatility are part of this assessment, as well as analysis of global and regional economic conditions, geopolitics, OPEC actions, supply and demand. Sensitivity analyses are used to test the impact of low price drivers (economic weakness, rapid resumption of Iraqi production, greater than expected increase in non-OPEC production) and high price drivers (greater than expected economic growth, slower than expected resumption of Iraqi production). Short-term events (such as relatively warm winters or cool summers and the resulting effects on demand and inventory levels) contribute to volatility. The Group strategy is focused on improving our basic underlying strengths in operational performance and project delivery, and replenishing our portfolio. The Group will work towards this by adding new acreage, pursuing an aggressive exploration programme, investing in organic growth, opening up new positions and making selective focused acquisitions. The strategy seeks to position the Group in four strategic areas: existing oil; new material oil; integrated gas and unconventional oil. To deliver this strategy, capital investment in Exploration & Production will be increased to some $10 billion a year (excluding investment by our minority partners in Sakhalin). The Group will seek to sustain long-term production from existing assets where the Group has significant positions and can benefit from higher prices (such as in the USA and the UK). Investments in new material oil projects such as Kashagan in Kazakhstan and offshore Nigeria also form a key part of the Group’s strategy.

91 The Group believes that natural gas demand will continue to grow at a faster rate than oil demand, therefore the Group will look for more integrated gas positions to take advantage of this growth, extending its leadership position in LNG, including equity capacity, and securing emerging opportunities in Gas to Liquids production. The Group’s major presence across the value chain from exploration to the production and supply of natural gas enables the Group to maximise the value from projects such as Sakhalin. The Group intends to build on its existing strength in unconventional oil technology and the success of the Athabasca Oil Sands Project, and look for more of these opportunities. The Group will continue to focus on reducing costs through improving management of the supply chain, and standardising processes globally. Ensuring improved and consistent project delivery is a key priority. The Group will be providing additional resources in Exploration & Production through redeployment and external recruitment. The Group’s production forecast for 2005 to 2006 remains in the range of 3.5 to 3.8 million boe a day. After that the Group expects production to grow and reach between 3.8 and 4.0 million boe a day by 2009. The Group’s longer term production aspiration is some 4.5 to 5.0 million boe a day by 2014. Divestments will be made in areas where the Group sees little growth potential or strategic ﬁt. The Group expects to deliver around $5 billion of upstream divestments and swaps between 2004 and 2006. Following the successful divestments of 2004, more emphasis will be given to swaps. Focused acquisitions will be considered, especially those which provide price and exploration upside, which ﬁt the strategic themes the Group targets and where the Group can see clear scope for long term value growth.

2003 compared to 2002 Earnings Segment earnings for 2003 were $8,923 million, 33% higher than in 2002. This reflected higher hydrocarbon prices and divestment gains of $420 million, mainly in the USA. These were partially offset by a 1% decrease in hydrocarbon production(6), asset impairments, exploration property write-offs and higher costs. Earnings included $78 million of net income from operations discontinued in 2004. Hydrocarbon prices were generally higher in 2003 compared with 2002, as a result of the conflict in Iraq, OPEC behaviour, lower inventories worldwide and cold weather in Europe and North America. In 2003, the Group’s realised oil prices for the world outside the USA averaged $27.54 a barrel compared with $23.68 in 2002, while US realised oil prices averaged $27.24 a barrel compared with $22.72 in 2002. US realised gas prices averaged $5.61 per thousand standard cubic feet in 2003 compared with $3.31 in 2002. Outside the USA, realised gas prices averaged $2.71 per thousand standard cubic feet in 2003, representing a 26% increase from the 2002 price of $2.15 per thousand standard cubic feet. Overall, levels of realised crude oil and gas prices in 2003 increased segment earnings (after taxes) by approximately $3.5 billion compared to 2002. Partially offsetting the favourable impact of hydrocarbon prices on earnings was a decline of 1% in hydrocarbon production to 3.9 million barrels of oil equivalent per day (boe/d)(7). Oil production, (excluding oil sands production) decreased by 1% to 2.3 million boe/d, mainly as a result of field declines in the USA and North Sea, operational performance problems in the UK, various divestments, lower entitlements in PSC countries relating to higher oil prices and the shutdown of operations in Nigeria’s northern swamps. The shutdown in Nigeria was during disturbances between rival groups which lasted most of the year and operations were able to resume in late 2003. Operational performance problems in the UK were at the Shearwater platform and the Brent Field. Shearwater was shut down between March and June as a result of a well failure. Production ceased from the whole of the Brent Field in September following an accident on Brent Bravo. The Brent Delta restart was a few days after. Brent Bravo recommenced production on November 11 followed by Brent Alpha two days later. Brent Charlie remained shut for further repair and maintenance work into the first part of 2004.

(6) Includes oil sands. (7) For this purpose, the Group has converted natural gas to crude oil equivalent using a factor of 5,800 standard cubic feet per barrel.

92 The decrease in oil production was partly offset by production from several new fields, mainly in Nigeria (EA), Brazil (Bijupira-Salema),´ the UK and the USA; higher OPEC quotas (Nigeria and Abu Dhabi); and an additional quarter of production from ex-Enterprise Oil assets. Natural gas production decreased by 5% to 1.5 million boe/d as a result of field declines in the USA, various divestments and lower entitlements due to the effect of higher gas prices in PSC countries. In addition there was a reduction in economic entitlement to gas production from certain properties in the Middle East. These were partly offset by higher production for LNG, higher demand due to colder weather in northwest Europe and new fields in Pakistan and the USA. During 2003, production of synthetic crude oil commenced from the Athabasca Oil Sands Project, which added 46,000 boe/d to overall hydrocarbon production, with 78,000 boe/d in the fourth quarter. The cost of production start-up in new growth areas, mainly the oil sands in Canada, and restructuring costs related to the implementation of a new global business operating model adopted at the end of the year, led to higher operating expenses in 2003. Costs were also negatively impacted by the decline of the US dollar against the euro, sterling and other currencies. Results in 2003 reflected asset impairments of $508 million, mainly in the UK and South America (primarily as a result of lower production outlooks for these areas) and the write-off of various exploration properties of some $300 million, primarily in Ireland and Brazil. In both of these countries, new information from 2003 exploratory work confirmed lower than expected volume projections.

Capital investment and portfolio actions Capital investment of $9.3 billion was $4.8 billion lower than in 2002. Investment in 2002 was higher mainly due to the acquisition of Enterprise Oil, amounting to $5.3 billion. Excluding that acquisition, capital investment in 2003 was 5% higher than in 2002. The largest proportion of investment in 2003 was made in maintaining and developing the heartlands. These are areas where we already have a strong presence and where we saw ongoing opportunities for growth. They include North America, northwest Europe, Nigeria, Oman, Malaysia, Brunei and Australia. Developments included the new EA field in Nigeria, which came on stream in 2003, and two major agreements in the North Sea to bring Norwegian gas to the UK. 2003 also saw the development of a number of significant projects which are expected to deliver long- term value to the Group. The Athabasca Oil Sands Project achieved fully-integrated operations in 2003, which marked a key step in developing unconventional resources. The project continued to increase production throughout the year and when operating at full capacity, is expected to add some 4% to our global oil production. Agreement was reached to create the first world-scale Gas to Liquids plant in Qatar, establishing a presence in a new market. The Group’s leading position in LNG was maintained through a range of investments in Nigeria, Oman, Malaysia and Australia, as well as a commitment to the Sakhalin II project in the far east of Russia. Investment in deepwater projects continued, with key projects in the Na Kika field in the Gulf of Mexico, Bonga in Nigeria and Bijupira-Salema´ in Brazil. An additional commitment was made in Russia with the $1 billion project (Group interest 50%) to develop the Salym field in western Siberia. Licence extensions were secured in Denmark, Brunei and Malaysia during the year, confirming our long-term commitment to these areas. In Saudi Arabia we signed an agreement to lead a group of companies to explore for natural gas in the South Rub Al Khali (Empty Quarter). The exploration work programme will start in the short term, and if successful, will be followed by investments that take into account the size of the commercial discovery. We continued to achieve exploration and appraisal successes in the Gulf of Mexico, although the overall track record there continues to be mixed. Further significant new discoveries were made in Nigeria, Malaysia and Angola. A final investment decision was taken for the Kashagan project in Kazakhstan in the first quarter of 2004. During 2003 we sold mature Exploration & Production assets in the USA (Michigan and the Gulf of Mexico shallow water). In the UK, a number of assets from the former Enterprise Oil portfolio were sold. In 2003, the total production impact of these divestments was about 21,000 boe/d on an annual basis.

93 Overall proceeds (after-tax) of total divestments amounted to some $1 billion. During the ﬁrst quarter of 2004 the divestments of the upstream assets in Thailand and various UK upstream assets were completed. In April 2004, an agreement was reached for the sale of the Group’s 50% interest in offshore Block 18 in Angola. Divestments of non-strategic assets are expected to continue as a means of improving returns on the portfolio.

Reserves During 2003, a total of 610 million boe was added to proved developed and undeveloped reserves by Group companies (a reduction of 10 million barrels of oil and natural gas liquids and an addition of 3,595 thousand million standard cubic feet of natural gas), including 761 million boe from organic activities (which includes all activities other than purchases and sales of minerals in place). During the same period, the Group share of proved developed and undeveloped reserve additions by associated companies was 58 million boe (35 million barrels of oil and natural gas liquids and 128 thousand million standard cubic feet of natural gas). The most significant 2003 additions arose from new sales agreements covering gas volumes to be produced from the Sakhalin development in Russia, the taking of the final investment decision for additional LNG trains in SPDC, Nigeria, the taking of the final investment decision for the Bonga field in Nigeria and the Ormen Lange Field in Norway and a concession extension in Denmark. The gas volumes booked for the Sakhalin project following new sales agreements will be produced following the start of gas production from the Lunskoye field in Sakhalin, currently expected in 2007. The gas volumes booked for additional LNG in SPDC, Nigeria will be produced following the start of the LNG facilities, currently expected in 2005-2007. The oil volumes booked in the Bonga field will be produced following field start-up in 2005 and in the Ormen Lange field will be produced following field start-up in 2008. The volumes booked following the concession extension are expected to be produced after 2012. The rest of the reserves additions during 2003 are expected to be produced over time as development activities continue and/ or production facilities are expanded or upgraded. The most significant movements from proved undeveloped to proved developed reserves are the result of installing compression facilities in the Groningen field, the Netherlands and the start-up of production from the EA project in Nigeria. During 2003, net additions to proved developed and undeveloped reserves by Group companies(1) totalled 610 million boe (a reduction of 10 million barrels of oil and natural gas liquids and an addition of 3,595 thousand million standard cubic feet of natural gas). The net addition consisted of reductions of 548 million boe from revisions and 151 million boe from acquisitions and divestments and additions of 132 million boe from improved recovery, 1,177 million boe from extensions and discoveries. There was a net addition of 863 million boe to proved developed reserves and a net reduction of 253 million boe to proved undeveloped reserves. During the same period, the Group’s share of net additions to proved reserves by associated companies was 58 million boe (35 million barrels of oil and natural gas liquids and 128 thousand million standard cubic feet of natural gas). The net addition consisted of a reduction of 117 million boe from acquisitions and divestments and additions of 63 million boe from revisions, 15 million boe from improved recovery and 97 million boe from extensions and discoveries. There was a net addition of 144 million boe to proved developed reserves and a net reduction of 86 million boe to proved undeveloped reserves. At December 31, 2003, after taking account of Group companies’ 2003 net additions to proved developed and undeveloped reserves of 610 million boe and production of 1,277 million boe, total proved reserves for Group companies of 11,625 million boe was 5% lower than at December 31, 2002. At the same date, after taking into account the Group’s share of associated companies’ net additions of 58 million boe and production of 131 million boe, the Group’s share of total proved developed and undeveloped reserves of associated companies of 1,355 million boe was 5% lower than December 31, 2002. For the three years ended December 31, 2003, Group companies had net additions to proved reserves of 3,000 million boe and total production of 3,817 million boe, which resulted in a 7% decline in total proved reserves from December 31, 2000 to December 31, 2003. For the same period, the Group’s

(1) For purposes of this section, net additions are calculated before production.

94 share of net additions to proved reserves by associated companies was 328 million boe and the Group’s shares of production by these companies was 404 million boe, which resulted in a 5% decline in the Group’s share of proved reserves of associated companies.

As at December 31, 2003, the Group’s proved developed and undeveloped reserves (excluding proved reserves of associated companies) were equivalent to 9.1 years of production.

During 2002, a total of 1,016 million boe was added to proved developed and undeveloped reserves by Group companies (950 million barrels of oil and natural gas liquids and 384 thousand million standard cubic feet of natural gas), including 450 million boe from organic activities (which includes all activities other than purchases and sales of minerals in place). During the same period, the Group share of proved developed and undeveloped reserve additions by associated companies was 379 million boe (287 million barrels of oil and natural gas liquids and 534 thousand million standard cubic feet of natural gas). The most significant 2002 organic addition arose from taking the final investment decision for Plutonia, Angola. This field was subsequently divested in 2004. In addition, reserves additions were made in the UK, Norway, Italy, Brazil and Russia as a result of the purchase of Enterprise Oil in the UK. The Russian assets were subsequently divested in 2003. Production of the ex-Enterprise Oil assets in Brazil commenced during 2003. The rest of the reserves additions during 2002 are expected to be produced over time as development activities continue and/ or production facilities are expanded or upgraded.

During 2002, net additions to proved developed and undeveloped reserves by Group companies (calculated before production) totalled 1,016 million boe (an addition of 950 million barrels of oil and natural gas liquids and 384 thousand million standard cubic feet of natural gas). The net addition consisted of reductions of 8 million boe from revisions and additions of 147 million boe from improved recovery, 311 million boe from extensions and discoveries and 566 million boe from acquisitions and divestments. There was a net addition of 1,194 million boe to proved developed reserves and a net reduction of 178 million boe to proved undeveloped reserves.

During the same period, the Group’s share of net additions to proved reserves by associated companies was 379 million boe (287 million barrels of oil and natural gas liquids and 534 thousand million standard cubic feet of natural gas). The net addition consisted of 197 million boe from revisions, 5 million boe from improved recovery, 57 million boe from extensions and discoveries and 120 million boe from acquisitions and divestments. There was a net addition of 185 million boe to proved developed reserves and a net addition of 194 million boe to proved undeveloped reserves.

At December 31, 2002, after taking account of Group companies’ 2002 net additions to proved developed and undeveloped reserves of 1016 million boe and production of 1,312 million boe, total proved reserves for Group companies of 12,292 million boe was 2% lower than at December 31, 2001. At the same date, after taking into account the Group’s share of associated companies’ net additions of 379 million boe and production of 133 million boe, the Group’s share of total proved developed and undeveloped reserves of associated companies of 1,428 million boe was 21% higher than December 31, 2001.

For the three years ended December 31, 2002, Group companies had net additions to proved reserves of 3035 million boe and total production of 3,733 million boe, which resulted in a 5% decline in total proved reserves from December 31, 1999 to December 31, 2002. For the same period, the Group’s share of net additions to proved reserves by associated companies was 174 million boe and the Group’s shares of production by these companies was 418 million boe, which resulted in a 15% decline in the Group’s share of proved reserves of associated companies.

As at December 31, 2002, the Group’s proved developed and undeveloped reserves (excluding proved reserves of associated companies) were equivalent to 9.4 years of production.

95 4. Gas & Power Earnings (US GAAP)

$ million 2003 2002 2004 As reclassified(a) As reclassified(a) Net proceeds (including inter-segment sales) 10,814 8,227 4,874 Purchases (including change in inventories) (8,700) (6,460) (3,754) Depreciation (263) (116) (116) Operating expenses (1,520) (1,141) (915) Operating profit of Group companies 331 510 89 Group share of operating profit of associated companies 1,384 871 729 Operating profit 1,715 1,381 818 Other income/(expense) 783 1,343 124 Taxation (429) (454) (195) Income from continuing operations 2,069 2,270 747 Income from discontinued operations, net of tax 86 19 27 Segment earnings 2,155 2,289 774

(a) See Note 2 of Part XIII of these Listing Particulars.

2004 compared to 2003 Earnings Segment earnings in 2004 were $2,155 million, 6% lower than in 2003. Earnings in 2003 included gains of $1,120 million mainly related to divestments (Ruhrgas) whereas divestment gains in 2004 were $772 million. Earnings in 2004 reflected a 9% increase in LNG volumes resulting from strong Asia Pacific demand, Malaysia Tiga volume ramp-up, North West Shelf Train 4 start-up, the impact of full year operations of Nigeria LNG Train 3, and an 8% increase in LNG prices. Gas to Liquids (GTL) income was also higher as a result of increased asset utilisation and margins from our Bintulu plant in Malaysia. Marketing and trading income was lower. Depreciation and operating expenses were higher, due to increased volumes and also due to the capitalisation of tolling arrangements on September 30, 2003. Compared to 2003, taxation charges were lower, mainly as a result of a higher proportion of earnings being subject to lower tax rates. Total LNG sales volume (Group share) for the year increased by 9% to a record 10.15 million tonnes. This increase reflected the start of production from the fourth train in the North West Shelf Venture in Australia (Group interest 22%), increased production from the Malaysia Tiga project (Group interest 15%) and the effect of a full year’s production from the third train of Nigeria LNG (Group interest 26%).

Capital investment and portfolio actions Capital investment in 2004 including loans to associated companies was $1,633 million, up 8% from $1,511 million in 2003. The final investment decision was taken on Nigeria LNG Train 6 (Group interest 26%) which is expected to start production in 2007 with a capacity of 4mtpa of LNG and 1mtpa of natural gas liquids. This will give Nigeria LNG a total capacity of 22mtpa of LNG and 5mtpa of natural gas liquids. In Australia, train 4 of the North West Shelf Venture started production, giving the venture a capacity of 12mtpa of LNG and 5mtpa of natural gas liquids. Progress was made in LNG marketing during 2004. New long-term contracts were signed for the Australian North West Shelf Venture to supply 0.6mtpa of LNG to the Chubu Electric Company of Japan and 0.5mtpa to the Kansai Electric Power Company from 2009. An agreement was also reached to supply 3.5mtpa for 25 years to China’s first LNG terminal in Guangdong. The Malaysia Tiga LNG project signed an agreement to supply 2.8mtpa to Kogas in Korea between 2005 and 2008. Sakhalin Energy (Group interest 55%) finalised a number of agreements to supply LNG from the Sakhalin II project. A total of 5mtpa has now been sold under long-term contracts, including contracts to

96 supply Japanese customers: Toho Gas (up to 0.3mtpa for 20 years); Tokyo Electric (1.5mtpa over 22 years); and Kyushu Electric Power Company (0.5mtpa over 20 years). In a pioneering agreement Shell Eastern Trading Ltd agreed to buy 37 million tonnes of LNG from Sakhalin over a 20 year period to supply a new import terminal in Baja California, Mexico. This will be the ﬁrst time that Russian natural gas will be sold into the North American market.

Shell signed an agreement for 50% of the capacity of a new LNG import terminal in Baja California, Mexico. The terminal is designed to have a capacity of 7.5mtpa and is expected to be operational from 2008. The capacity will be used to supply LNG from Sakhalin and other Shell projects to the Mexican and US natural gas markets. Shell also leads a joint venture (Group interest 50%) that is building a 3.3mtpa LNG import terminal on Mexico’s east coast at Altamira (Group capacity 75%).

Another Shell joint venture announced plans to develop a 7.5mtpa offshore LNG import terminal in the Long Island Sound in the USA (Group capacity 100%). If regulatory approval is given, the terminal, called Broadwater Energy, could start operation in 2010. Permits for the Gulf Landing offshore LNG import terminal in the Gulf of Mexico were received in early 2005 and the Hazira terminal in India is on target to receive its ﬁrst cargo in 2005.

Shell also acquired an 11% indirect interest in the Qalhat LNG project in Oman with a total capacity of 3.3mtpa. First deliveries are expected in 2006.

An integrated development and production sharing agreement was signed between Shell and Qatar Petroleum to develop the Pearl GTL plant at Ras Laffan in Qatar, for which a ﬁnal investment decision is expected to be taken in 2006. When fully operational, the plant will have the capacity to produce 140,000 barrels per day of GTL products including transport fuels. The fuels can be used in conventional diesel engines and produce very low emissions and therefore have the potential to reduce pollution in major cities. A number of GTL Fuel trials were carried out in London, California and Shanghai.

We sold a number of our assets in 2004 with a net divestment gain of $772 million, including interests in Distrigas SA and Fluxys SA in Belgium, Verbundnetz Gas and Avalon AG in Germany and, in the USA, Tenaska Gateway Partners Ltd, part of our holding in Enterprise Products Partners L.P., and the majority of our gas transmission business in the Gulf of Mexico. InterGen (Group interest 68%) reduced its interests in a number of power plants across the world. In November 2004, we announced a Heads of Agreement for restructuring the ownership in Nederlandse Gasunie, under which the Group’s interest in Gasunie’s gas transportation business will be transferred to the Dutch state. On completion of this transaction, expected in mid-2005 pending government approval, the Dutch state will make a total net payment of 02.78 billion (Group share 50%).

Outlook and strategy Demand for natural gas is expected to grow at a faster rate than that for oil in the medium term. There is likely to be particularly strong growth in global LNG demand which we expect to more than double over the next decade. The Group expects growth will be seen both in the traditional European and Asian markets as well as from new markets in the USA, China and India. The overall natural gas business environment is likely to continue to become increasingly competitive. Continued focus on major project management and maintaining operational efﬁciency will be important in order to deliver low cost and reliable supplies to our customers.

Gas & Power’s strategy is to maintain its leadership position in the industry by accessing and creating value from new natural gas resources. Over the past ﬁve years Shell associate projects have delivered eight new LNG trains overall under budget and on schedule. The Group has delivered an average of 13% growth per annum in the LNG volumes sold from 1999 to 2004.

The Group intends to invest selectively in power generation assets that help it deliver value from Shell gas positions. The Group expects that its investment in Gas to Liquids (GTL) will open up new markets for natural gas and the planned Pearl GTL project in Qatar has the potential to deliver considerable value.

97 The Group’s investment decisions will be made in an integrated way that allows the Group to optimise its presence throughout the gas value chain. Examples of this approach include the Nigeria LNG plant expansions, partially enabled as a result of the Group’s success in gaining access to the key North American LNG market. The Sakhalin project similarly beneﬁts from the Group’s ability to secure customers both in the traditional Asian markets and in North America through our Baja California terminal capacity. The Group intends to increase capital investment in Gas & Power over the coming years. The Group expects its equity share of LNG capacity to increase by an average of 14% per year from 2003 through 2008. This increase is expected to come from projects already under construction including in Oman, Nigeria and Sakhalin. The Group also believes there will be signiﬁcant potential for further growth from additional expansions and new facilities beyond this period.

2003 compared to 2002 Earnings Segment earnings for 2003 were $2,289 million compared with $774 million in 2002. The 2003 earnings included a gain of $1,036 million from the divestment of the Group’s minority shareholding in Ruhrgas in Germany and related tax credits of $114 million. The increase in earnings reﬂected an 11% rise in LNG prices, as a result of the time-lagged effect of higher crude prices, and the delivery of record Group share LNG sales of 9.3 million tonnes. The increase in volumes of 3% versus 2002 was mainly a result of strong market demand and the build up of the third production train (liquefaction plant) in Nigeria LNG (Group interest 26%), offset by exit from the Malaysia LNG Satu company (Group interest 15%). Marketing and trading results in North America improved due to a stronger trading performance than in 2002. Additionally, gains from a number of other asset sales and an accounting adjustment (to reverse mark to market accounting due to bringing tolling agreements on to the balance sheet) were partially offset by impairments of $315 million. These impairments related to the carrying amount of InterGen (an associated company, Group interest 68%) due to poor power market conditions, mainly in the US merchant power segment, and to the Cuiaba power assets in South America (Group interest 50%) in light of a reappraisal of the commercial outlook. Net proceeds and purchases were higher in 2003 compared with 2002 due to higher trading volumes and gas prices.

Capital investment and portfolio actions Capital investment in 2003 was $1,511 million. This included $968 million on LNG projects in Russia, India, Australia, Mexico and the construction of LNG ships. Other main investments of $458 million were in US offshore pipelines and in InterGen associated with the completion of new power plants. The agreement to develop the Sakhalin II project in Russia, and the commercial agreement for the Gas to Liquids (GTL) project in Qatar, were the key developments in the Gas & Power business during 2003. A range of other developments during the year supported the continued growth in our LNG business. In North America, where industry-wide indigenous gas supplies are struggling to meet demand, there was a growing market for imported LNG. Access was gained to the East Coast gas market as a result of the reopening of the Cove Point LNG import terminal in Maryland, USA, where we have one-third of the capacity. In addition we won a tender to deliver gas through a receiving terminal at Altamira for the power market in Mexico; the Group interest in this project was reduced to 75% in the ﬁrst quarter of 2004. The Group also announced a joint project (50% output contracted) which plans to construct an LNG receiving terminal at Baja California, Mexico to supply Mexico and the USA. The Group aims to supply this terminal with LNG from associate projects in Asia Paciﬁc, including the Sakhalin II project and Gorgon (Group interest 29%) in Western Australia. The Group also announced plans to build a new offshore LNG import terminal in the Gulf of Mexico, which will have the capacity to deliver one billion cubic feet of natural gas per day into the US pipeline network. The Group further strengthened its leadership position in LNG with growth in equity capacity, through expanding associate LNG facilities in Nigeria (Group interest 26%) and Malaysia (Group interest 15%). LNG sales contracts were signed by Malaysian LNG Tiga (Group interest 15%) to supply up to two million tonnes per year to Korea, and by Nigeria LNG to supply 3.6 million tonnes per year to the USA

98 and Europe from trains 4 and 5. In support of growing LNG supply and trading activities, the Group took delivery of a further new LNG vessel, bringing the total number to ﬁve at the end of 2003 with a sixth vessel delivered in the ﬁrst quarter of 2004. Following the end of the original 20-year joint venture agreement, Shell exited the Malaysia LNG Satu company. Shell continues to hold a 15% stake in each of Malaysia LNG Dua and Malaysia LNG Tiga. In Oman, Shell committed to participation in the new Qalhat LNG train under construction at the Oman LNG plant. InterGen (an associated company, Group interest 68%) completed six further power plants in Australia, Mexico, Turkey and the USA and also announced dilution of its interests in projects in Australia, Turkey and the USA. Overall the total generating capacity at the end of 2003 was 10.5GW (InterGen net equity interest). In Europe, restructuring of Group operations continued with the establishment of Shell Energy Europe, which is designed to grow the Group’s pan-European transport, marketing and trading gas business. The Group also sold its indirect interests in Ruhrgas, its direct interest in Thyssengas and interests in other gas transport companies in Germany.

5. Oil Products Earnings (US GAAP)

$ million 2003 2002 2004 As reclassified(a) As reclassified(a) Net proceeds (including inter-segment sales) 218,930 162,491 135,761 Purchases (including change in inventories) (192,802) (142,432) (118,446) Gross margin 26,128 20,059 17,315 Depreciation (3,056) (2,717) (2,262) Operating expenses (15,920) (14,167) (12,044) Operating profit of Group companies 7,152 3,175 3,009 Group share of operating profit of associated companies 1,749 910 554 Operating profit 8,901 4,085 3,563 Other income/(expense) 71 (62) (57) Taxation (2,691) (1,202) (1,021) Income from continuing operations 6,281 2,821 2,485 Income from discontinued operations, net of tax 1,256 39 142 Segment earnings 7,537 2,860 2,627

(a) See Note 2 of Part XIII of these Listing Particulars.

2004 compared to 2003 Earnings Segment earnings were $7,537 million, an increase of 164% over 2003. Earnings from continuing operations were $6,281 million compared to $2,821 million in 2003 and reflected higher refining margins and increased trading earnings. Earnings from continuing operations included net gains of $157 million from portfolio actions and $403 million of charges related to the impairment of a number of refining and retail assets as well as various tax, legal, severance and environmental costs. Earnings from discontinued operations in 2004 were $1,256 million. This included net gains of $881 million relating to divestments in Latin America, Europe, and the USA, in line with the Group’s strategy of increasing profitability through greater focus on core assets. Gross margin (calculated as net proceeds minus purchases) increased by $6,069 million, primarily driven by strong refining margins in all regions. Marketing margins increased outside of the USA while within the USA margins declined. Higher refining margins were a result of exceptional demand for oil products in the USA and China, lower oil stocks in the USA and lower refinery availability in the Atlantic basin. The disruption caused to supplies by hurricanes in the Gulf of Mexico also affected prices during the autumn.

99 Operating expenses were $1,753 million higher in 2004, an increase of 12.4% over 2003. Approximately 90% of the increase in operating expenses was related to businesses outside the USA. Higher operating expenses were offset by strong margins. Operating expenses as a percentage of gross margin, decreased from 71% in 2003, to 61% in 2004. The weakening US dollar contributed 59% of the increase in operating expenses since a large percentage of Oil Products operating expense is incurred outside the USA. The remainder of the increase in operating expenses reflects higher costs associated with refinery maintenance activity, portfolio restructuring, pension funding and provisions for environmental and legal settlements. Increased divestment gains largely offset these higher operating cost. There was increased income from associated companies of $839 million due to higher refining margins in all regions for the reasons described above. Depreciation in 2004 increased by $339 million compared to 2003 primarily due to higher impairment provisions on certain refining and marketing assets. The impairment of the refining assets mainly reflects expected weak local market conditions and prices for the refineries product slates. The marketing assets are held for sale and were written down to expected net realisable value. Potential risks to future earnings centre around the level of refining and marketing margins. Earnings will also be impacted by the level of refinery availability.

Capital investment and portfolio actions Capital investment in 2004 was $2.5 billion compared with $2.4 billion in 2003. The main areas of investment were in manufacturing and retail and included spending on refinery maintenance and projects and investment to maintain and upgrade retail networks. An agreement was reached with Sinopec to build a network of 500 service stations in Jiangsu province in China. The joint venture will provide an initial investment of about $200 million and expects the network to be operational within three years. Other developments in the Asian markets included the award of a licence to conduct downstream fuels business activities in Indonesia and the construction of Shell’s first retail station in India. The rebranding of the retail network in USA and Europe continued. In the USA, more than 12,000 sites have either been rebranded from Texaco to Shell or upgraded to the new Shell image and style. Shell is the leading brand of gasoline in the USA, having a greater market share and higher volume of sales than any other brand. Work continued to extend our presence in the premium fuels market including the launch of V-Power in the USA, which is now the best selling premium gasoline in the USA. A V-Power diesel blend, with a Gas to Liquids component, was successfully launched in Germany and the Netherlands. In line with the Group’s strategy of restructuring its portfolio and focussing on selected markets, several divestments were made. The sale of the retail and commercial assets in Portugal and of the assets onshore in Spain were completed. In the first quarter of 2005 the Group completed the sale of the offshore assets in Spain. The Group will continue to operate in Spain through its LPG, Lubricants, Aviation and Marine business. A portion of the Group’s ownership of Showa Shell in Japan was sold, reducing the Group’s interest from 50% to approximately 40%. The sale of the Group’s interest in the Rayong refinery in Thailand was completed. The Delaware City refinery and the Great Plains and Midwest product pipelines in the USA were sold. The Group announced that it was considering options for the LPG business including the possibility of a sale.

Outlook and strategy The Group expects refining margins in 2005 to be influenced strongly by the pace of global economic expansion, particularly in China and the USA, the impact of high oil prices on product demand and the degree of severity of the northern hemisphere winter. Marketing margins will continue to be influenced by oil price volatility and exchange rates and will be subject to intense competition. A key element in the strategy is the creation of one downstream organisation that integrates the Oil Products and Chemicals businesses. The Group believes this will help to optimise our refining and

100 chemicals facilities, standardise its processes and improve services to customers. At the same time, work will continue over the next two years to sell or improve underperforming assets. This will be underpinned by a focus on improving operational performance and delivering cost reductions. The Group intends to continue to improve its delivery to customers through more streamlined business processes for ordering, pricing and payment. The Group will also look to build on the success of differentiated fuels. These fuels have been an important driver of value in the business, with differentiated fuels, such as V-Power, now available in more than 40 markets around the world. The Group believes the downstream integration will provide a platform for future growth in selected markets where we see the greatest opportunities. In particular, the Group intends to focus on Asian markets where there is signiﬁcant potential for growth. By the end of the decade the Group expects to signiﬁcantly increase its capital employed in Asia.

2003 compared to 2002 Earnings Segment earnings for 2003 were $2,860 million compared with $2,627 million in 2002, an increase of 9%. Earnings from continuing operations were $2,821 million compared to $2,485 million in 2002 and reflected an improvement in the business environment over 2002 with net sales proceeds increasing by $26,730 million. Gross margin (calculated as net proceeds minus purchases) increased by $2,744 million, driven primarily by increasing refining and marketing margins in all regions. Higher refining margins resulted from a number of exceptional and non-sustainable events with global impact. These included disruptions to supply from Venezuela, an extended Japanese nuclear power generator shutdown and widespread refinery disruptions in the USA resulting from the August power blackout. This contrasted with an environment in 2002 when industry refining margins were at 10-year lows. Marketing margins in 2003 benefited early in the year from the decline in crude prices following the conflict in Iraq and throughout the year from the weakening of the US dollar. Oil products’ specification changes in the USA may impact overall supply and demand balances, resulting in an uncertain margin outlook for 2004. Increased operating expenses of $2,123 million negatively impacted 2003 earnings. Approximately 75% of this increase was related to businesses outside the USA. This represents an increase in operating expenses as a percentage of gross margin from 70% in 2002, to 71% in 2003. The weakening US dollar contributed almost 50% of this increase, as a large percentage of Oil Products’ operating expenses is incurred outside the USA. The remainder of the increase reflects higher costs associated with refinery maintenance activity, portfolio restructuring, pension funding and provisions for environmental and legal settlements. There was increased income from associated companies of $356 million predominantly in the USA from the Group’s share of Motiva Enterprises. A 75% increase in US Gulf Coast refining margins and a 2 percentage point improvement in refining utilisation in the USA contributed to the increase in earnings. Depreciation in 2003 increased over 2002 by $455 million, due primarily to portfolio actions taken during the year. Charges were higher partly due to the decision taken to close the Bakersfield refinery in the USA as a result of declining local crude supply ($213 million). Additionally, depreciation charges increased due to the full-year consolidation of Pennzoil-Quaker State (acquired in the fourth quarter, 2002).

Capital investment and portfolio actions Capital investment in 2003 was $2,405 million compared with $7,968 million in 2002. Investment levels in 2002 included $5.1 billion relating to the acquisitions of Pennzoil-Quaker State Company (PQS), the Texaco downstream assets in the USA and DEA in Germany. Excluding these acquisitions, investment fell by some $400 million from 2002 to 2003. This reflected completion of the Scotford Refinery modifications in Canada in 2002, lower investment levels in Europe (as a result of reduced information technology and commercial spend) and lower transportation spend in the USA. This was slightly offset by increased investment at the Geelong refinery in Australia to meet fuel sulphur specifications.

101 In 2003 further progress was made on integrating assets from the 2002 PQS acquisition with savings delivered through the closure of seven lube-oil-blend plants and two base oil plants, and the reduction in personnel of over 900 by the end of 2003. Similar progress was made in connection with the Texaco downstream assets in the USA. At the end of 2003, over 4,200 sites had been rebranded from Texaco to Shell and personnel levels were reduced by over 2,000 as business structures have been simpliﬁed. In Germany, assets from the 2002 acquisition of DEA were fully integrated into the Group’s business in this key market, with over 600 retail sites rebranded to Shell by the end of 2003. Also in 2003, and providing further support to the strength of our marketing businesses, the Group announced an expansion of our relationship with Sainsbury’s in the UK to provide joint fuel and convenience retailing at 100 Shell sites. In Australia, the Group reached an agreement with retailer Coles Myer to operate Shell retail sites across the country providing improved service and choice for customers. Under the Group’s differentiated fuels strategy, premium fuels continued to be launched in key markets, including V-Power in Germany. The Group continued to actively manage our portfolio resulting in the sale of a range of assets, including several non-strategic onshore crude pipelines in the USA and the liqueﬁed petroleum gas (LPG) business in Brazil. In 2003, the Group completed the sale of our interest in the Excel Paralubes base oil plant and sold a number of retail sites in Germany in order to meet the regulatory requirements for the DEA acquisition. Shell Gas Italia announced the planned sale of its non-automotive LPG interests to Liquigas. The Group also announced its intention to sell AB Svenska Shell in Sweden. In 2004, the Group determined not to pursue sale of AB Svenska Shell.

6. Chemicals Earnings (US GAAP)

$ million 2004 2003 2002 Net proceeds (including inter-segment sales) 29,497 20,817 15,207 Purchases (including change in inventories) (24,363) (16,952) (12,035) Depreciation (544) (678) (401) Other cost of sales (2,452) (2,234) (1,518) Operating expenses (893) (1,065) (815) Operating profit of Group companies 1,245 (112) 438 Group share of operating profit of associated companies 94 (165) 213 Operating profit 1,339 (277) 651 Other income/(expense) (15) (43) (13) Taxation (394) 111 (73) Segment earnings 930 (209) 565

2004 compared to 2003 Earnings Segment earnings in 2004 showed a profit of $930 million after a charge of $565 million for impairment in the Basell investment (recorded within Group share of operating profit of associated companies). This compares with a loss of $209 million in 2003, when earnings were affected by charges of $478 million for asset restructuring and impairment and a net charge of $71 million relating to environmental and litigation provisions and a loss on the sale of a minority interest in a divested business, which was partly offset by various tax credits. The improvement in earnings this year was attributable to improved industry conditions leading to higher operating rates and more favourable margins. Sales volumes of chemical products increased by 5% reflecting higher demand and additional capacity. Asset utilisation was 3% higher on average, reflecting higher operating rates in the second and third quarter of 2004, although in both the first and the fourth quarter cracker availability in Europe and in the USA was reduced by both planned and unplanned downtime. The improvement in operating rates was driven primarily by the recovery in the petrochemicals industry which led to strong demand growth. The more favourable margins (defined as proceeds less cost of feedstock, energy and distribution per tonne of product sold) were mainly due to a

102 35% increase in unit proceeds from higher price realisations, which outweighed the increased cost of chemical feed stocks. The impairment of Basell followed the announcement in 2004 of a review of strategic alternatives regarding this joint venture, and the reduction of the carrying amount of the Group’s investment in Basell at December 31, 2004 to its currently expected net realisable value.

Capital investment and portfolio actions Capital investment, including new loans to associated companies, was $705 million in 2004 compared with $599 million in 2003. The Group continued to finance the ongoing construction at the Nanhai petrochemicals plant in southern China (Group interest 50%). The project is on schedule to be commissioned towards the end of 2005. The Group also announced the next phase in the development of its chemicals facilities in Singapore involving detailed design and engineering work. Subject to the final investment decision, the project will include modifications and additions to the existing Bukom refinery and a new world-scale ethylene cracker. In North America, production started at two joint venture manufacturing facilities. PTT PolyCanada started production of Corterra, a product used in the manufacture of textiles and carpets. The production of butadiene, used in the manufacture of rubber and plastics products, started at the Sabina Petrochemicals plant in the USA. The cracker expansion at Deer Park in Texas, which added 550,000 tonnes of ethylene capacity to the existing plant, became operational at the end of the first quarter of 2004. In the Netherlands, a new ethylene oxide reactor began operations and the ethylene glycol plant was expanded, increasing production by over 20%. Shell and BASF announced the review of strategic options for the Basell joint venture. Options being considered include the sale of the companies’ stakes or an equity market transaction. The global catalyst regeneration business was divested and operations at CS Metals ceased.

Outlook and strategy 2004 saw a recovery in the petrochemicals industry, with generally strong demand growth improving capacity utilisation and margins despite high crude and US gas prices. In the short term, capacity to supply increased demand is expected to remain low until new capacity becomes available. The principal medium term risks facing the business are the levels and volatility of feedstock costs and the balance between demand, affected by the pace of economic growth, and supply, affected by industry capacity and operating rates. Asia and in particular China continues to be one of the strongest drivers of petrochemical demand growth. Over the next two years, the petrochemicals industry in China will see production commence at three large new petrochemicals plants, including Shell’s Nanhai project. In the Middle East, the petrochemicals industry has a number of new investments that are being developed and that are expected to start production towards the end of the decade. We will continue to focus on our cracker and ﬁrst-line derivatives portfolio and delivering bulk petrochemicals to large industrial customers. The integration of the Oil Products and Chemicals businesses is expected to provide further opportunities to achieve cost efﬁciencies from shared services and common manufacturing sites, and from improved use of hydrocarbon resources on integrated sites. In the short term, our strategic priorities will be the successful completion and start-up of the Nanhai petrochemicals complex, and the strengthening of our asset base in North America and Europe. In the medium term, we continue to develop further growth options to shift our portfolio towards growth markets.

2003 compared to 2002 Earnings Segment earnings showed a loss of $209 million compared with a profit of $565 million in 2002. These results include charges for asset impairments and restructuring in Polyolefins (Basell $286 million), recorded within Group share of operating profit of associated companies, and in Catalysts ($128 million)

103 and other asset impairment charges ($64 million). There was also a net charge of $71 million relating to environmental and litigation provisions and a loss on the sale of a minority interest in a divested business, which was partly offset by various tax credits. The impairments reflect changes in the assessment of future returns relative to the value of our assets. The impairment of our equity investment in the Basell joint venture reflected a reassessment of the outlook for the business. The factors contributing to this reassessment were the continued vulnerability of the business to weak economic conditions and anticipated changes in the industry and competitive landscape. In Catalysts, the Group streamlined the business portfolio to focus on high-performance catalysts and took an asset impairment in CS Metals, as anticipated benefits from a prototype technology did not meet performance expectations. Earnings for 2002 included $62 million of charges for asset rationalisation, mainly related to plant closures. Earnings benefited from a tax credit of $102 million associated with the reassessment of the Group’s ability to utilise prior year tax losses upon the formation of Shell Chemicals Europe B.V. Setting aside the effects of the factors described above, earnings in 2003 were $185 million lower. Sales volumes, including traded products, increased by 19% from a year ago benefiting from capacity additions and volumes from new units. However, there was a decline in overall Chemicals unit margins (defined as proceeds less cost of feedstock energy and distribution per tonne of product sold). This was due to high and volatile feedstock and energy costs and surplus capacity, particularly in the USA. Fixed costs were higher, reflecting planned increases in capacity and higher than normal asset maintenance activity, project expenses, increased costs for benefits including pensions, as well as the adverse impact of the weaker US dollar.

Capital investment and portfolio actions Capital investment including loans to associated companies in 2003 was $599 million compared with $998 million in 2002. In 2003 the Group further strengthened its portfolio through new investments, upgrading existing facilities and the restructuring and closure of a number of assets. Investment was primarily in ongoing projects, including those related to regulatory compliance, maintenance and upgrading of existing facilities. There was also investment to finance the ongoing construction of the Nanhai petrochemicals complex in China. Initial milestones were met with the completion of project financing and the start of construction of the Nanhai plant. The new polymer polyols plant at Pernis in the Netherlands marked the latest step in a long-term strategy to strengthen the Group’s position as a supplier to manufacturers of polyurethane foams. In the Gulf Coast region of the USA, the Group completed a project to improve the quality of heavy olefin feed. The Group invested to upgrade and improve existing plants to ensure their ongoing efficiency and competitiveness. The Group made significant progress in improving and expanding cracker capacity in Texas, which became operational at the end of the first quarter of 2004. Improvements include upgrading existing equipment with new control systems and nitrogen oxide reduction technology. The Group also began work to upgrade the Aubette steam cracker at the Berre complex in the south of France to improve integration with the adjacent refinery and reduce sulphur dioxide emissions. The Group continued to actively manage our portfolio with ongoing reviews of plant viability and the closure or mothballing of under-performing assets. Operations ceased at the Bayer-Shell Isocyanates joint venture. The charges associated with closures and the asset restructurings and impairments described above adversely impacted our current year earnings but the overall effect on returns over time is expected to be positive.

104 7. Other industry segments and corporate Earnings (US GAAP)

$ million 2004 2003 2002 As reclassiﬁed(a) As reclassiﬁed(a) Other Other Other industry industry industry segments Corporate segments Corporate segments Corporate Income from continuing operations (141) (847) (267) (819) (110) (684) Income from discontinued operations, net of tax — (52) — (98) — (67) Segment earnings (141) (899) (267) (917) (110) (751)

(a) See Note 2 of Part XIII of these Listing Particulars

2004 compared to 2003 Earnings Other industry segments consist of the combined results of Renewables, Hydrogen and Shell’s consumer business. Segment earnings for 2004 showed a loss of $141 million compared with a loss of $267 million in 2003, which included the effect of a Shell Solar goodwill impairment of $127 million. The consumer business was integrated into the Oil Products business during 2004. Corporate is a non-operating segment consisting primarily of interest expense on Group debt and certain other non-allocated costs of the Group. Corporate net costs were $899 million compared with $917 million in 2003.

Renewables Good progress was made in sales of solar products where volumes increased by 50% to 73 megawatts driven mainly by a strong German market. Shell Solar continued to develop technological improvements to increase the efficiency of solar panels. These included the launch of a new range of solar products, Shell PowerMax, which offers improved efficiency for off-grid applications. While Shell maintains its view on the long-term potential of solar energy as one of the more promising technologies in the field of renewable energy, the industry faced persistent production overcapacity, strong competition and uncertain market circumstances. Shell Solar was also the system supplier and prime construction contractor for the world’s largest grid- connected Solar PV power plant, comprising of 33,500 modules, with an output of 5 megawatts. The power generated from this solar park is sufficient to meet the electricity demand of about 1,800 households. The Wind business in the USA saw the Colorado Green and Brazos wind parks coming into full production. The White Deer wind park was put into a joint venture with Entergy, and shareholdings in the Whitewater Hill, Cabazon Pass and Rock Rover assets were sold, as had been previously planned. Wind production was affected by lower than expected wind speeds and lower availability mainly due to transmission upgrading at Whitewater Hill and Cabazon Pass. Shell Hydrogen continued to work with governments and vehicle manufacturers to develop projects to support the viability of hydrogen as a transport fuel. These included the opening of an integrated hydrogen station in Washington DC and the launch of the hydrogen ‘‘lighthouse project’’ concept. These are large-scale demonstration projects to create mini-networks of hydrogen fuelling stations in specific cities or regions, the first of which will be developed in New York jointly with General Motors.

2003 compared to 2002 Other industry segments in 2003 showed a loss of $267 million compared with a $110 million loss in 2002. These results included the effect of a Shell Solar goodwill impairment of $127 million, taken following an extensive review to assess the value of the business. While Shell maintains its view on the long-term potential of solar energy as one of the more promising technologies in the ﬁeld of renewable

105 energy, in 2003 the industry faced persistent production overcapacity, strong competition and uncertain market circumstances. The remaining losses were realised across all business lines in the segment and reﬂected the current year operating results of developing future business opportunities. The sale of the main forestry operations was completed in 2003. In Corporate, the loss of $917 million in 2003 compares with a loss of $751 million in 2002. This increase was due to higher net difference in exchange effects on ﬁnancing arrangements and increased interest charges due to higher average debt, partly offset by net tax credits.

8. Liquidity and capital resources 2004 compared to 2003 Statement of cash ﬂows

A1/10.1 Cash flow provided by operating activities reached a record level of $25.6 billion in 2004 compared with A1/10.2 $21.7 billion in 2003. Net income increased to $18.2 billion in 2004 from $12.3 billion in 2003, reflecting higher realised prices in Exploration & Production and higher refining margins in Oil Products. Additionally, $7.6 billion of cash flows were realised in 2004 through sales of assets (2003: $4.5 billion). Cash flow in 2004 has mainly been deployed for capital expenditure ($12.7 billion), debt repayment ($4.8 billion) and dividends paid to Parent Companies ($8.5 billion). In 2004, dividends to the Parent Companies included amounts required to fund share buybacks. Royal Dutch and Shell Transport paid dividends to their shareholders in excess of $7.1 billion (2003: $6.4 billion; 2002: $5.5 billion) as well as executing $0.8 billion of share buybacks (excluding the purchase of shares by Group companies to cover stock option obligations).

Outlook In general, the most significant factors affecting year-to-year comparisons of cash flow provided by operating activities are changes in realised prices for crude oil and natural gas, crude oil and natural gas production levels and refining and marketing margins. These factors are also the most significant affecting net income. Acquisitions and divestments can affect the comparability of cash flows in the year of the transaction. On a longer term basis, the ability to replace proved reserves that are produced affects cash provided by operating activities, as well as net income. Because the contribution of Exploration & Production to earnings is larger than the Group’s other businesses, changes affecting Exploration & Production, particularly changes in realised crude oil and natural gas prices and production levels, have a significant impact on the overall Group results. While Exploration & Production benefits from higher realised crude oil and natural gas prices, the extent of such benefit (and the extent of a detriment from a decline in these prices) is dependent on the extent to which the prices of individual types of crude oil follow the Brent benchmark, the dynamics of production sharing contracts, the existence of agreements with governments or national oil companies that have limited sensitivity to crude oil price, tax impacts, the extent to which changes in crude oil price flow through into operating costs and the impacts of natural gas prices. Therefore, changes in benchmark prices for crude oil and natural gas only provide a broad indicator of changes in the earnings experienced in any particular period by Exploration & Production. In Oil Products, our second largest business, changes in any one of a range of factors derived from either within or beyond the industry can influence margins in the short or long term. The precise impact of any such change at a given point in time is dependent upon other prevailing conditions and the elasticity of the oil markets. For example, a sudden decrease in crude oil and/or natural gas prices would in the very short term lead to an increase in combined refining and marketing margins until responding downward price corrections materialise in the international oil products markets. The converse arises for sudden crude or natural gas price increases. The duration and impact of these dynamics is in turn a function of a number of factors determining the market response, including whether a change in crude price affects all crude types or only a specific grade, regional and global crude oil and refined products stocks, and the collective speed of response of the industry refiners and product marketers to adjust their operations. It should be noted that commonly agreed benchmarks for refinery and marketing margins do not exist in the way that Brent crude oil prices and Henry Hub natural gas prices in the USA serve as benchmarks in the Exploration & Production business.

106 In the longer term, reserve replacement will affect the ability of the Group to continue to maintain or increase production levels in Exploration & Production, which in turn will affect the Group’s cash flow provided by operating activities and net income. The field decline rate for Exploration & Production’s existing business is approximately 6 to 8% per year. The Group will need to take measures to maintain or increase production levels and cash flows in future periods, which measures may include developing new fields, continuing to develop and apply new technologies and recovery processes to existing fields, and making selective focused acquisitions. The Group’s goal is to offset declines from production and increase reserve replacements. However, volume increases are subject to a variety of risks and other factors, including the uncertainties of exploration, project execution, operational interruptions, reservoir performance and regulatory changes. The Group currently expects overall production to decrease in 2005 and then to increase beginning in 2006 as additional production from new projects begins to come on stream.

The Group has a diverse portfolio of development projects and exploration opportunities, which helps mitigate the overall political and technical risks of Exploration & Production and the associated cash flow provided by operating activities. As a result of its financial strength and debt capacity, the risk associated with delay or failure of any single project would not have a significant impact on the Group’s liquidity or ability to generate sufficient cash flows for operations and fixed commitments.

It is the Group’s intention to continue to divest and, where appropriate, make selective focused acquisitions as part of active portfolio management. However, the Group does not generally expect that the purchase and sale of assets in the normal course of business will have a signiﬁcant adverse effect on cash ﬂow provided by operating activities. The number of divestments will depend on market opportunities and are recorded as assets held for sale where appropriate.

The Group manages its portfolio of businesses to balance cash ﬂow provided by operating activities against uses of cash over time based on conservative assumptions relating to crude oil prices relative to average historic crude oil prices. From 1984 through 2004, the Brent crude oil price has averaged around $20 a barrel, from 1994 through 2004 it averaged approximately $23 a barrel and from 1999 through 2004 the price averaged approximately $27 a barrel.

Financial condition and liquidity A1/10.2 Cash and cash equivalents amounted to $8.5 billion at the end of 2004 (2003: $2.0 billion). Total short and long-term debt fell $5.7 billion between 2003 and 2004, reﬂecting net repayment of $4.4 billion together with the deconsolidation of $1.3 billion of debt relating to the disposal of the Group’s interest in the Rayong Reﬁning Company.

Total debt at the end of 2004 amounted to $14.4 billion and the Group’s total debt ratio(1) decreased from 21.0% in 2003 to 13.8% in 2004. The current level of the debt ratio falls below the medium-term gearing objective of the Group, which establishes a target gearing(2) of between 20% and 25% (inclusive of certain off-balance sheet obligations of a ﬁnancing nature). The total debt outstanding (excluding capital leases) at December 31, 2004 will mature as follows: 42% in 2005, 17% in 2006, 18% in 2007, 1% in 2008 and 22% in 2009 and beyond.

A1/10.5 The Group currently satisﬁes its funding requirements from the substantial cash generated within its A1/10.3 business and through external debt. The Group’s external debt is principally ﬁnanced through two commercial paper programmes, which are issued on a short-term basis (generally for up to six months), and a euro medium term note programme, each guaranteed jointly and severally by The Shell Petroleum Company Limited and Shell Petroleum N.V.. Each of the two commercial paper programmes and the medium term note programme are for up to $10 billion in value. Other than as described below, these programmes do not have committed support from a bank as the Group considers the costs involved in securing such support are unnecessary given the Group’s current credit rating.

(1) The total debt ratio is deﬁned as short-term plus long-term debt as a percentage of capital employed. Capital employed is Group net assets before deduction of minority interests, plus short-term and long-term debt. (2) Gearing is deﬁned as the ratio of debt to capital employed (or debt/(debt & equity))

107 The debt programmes consist of: (a) a Global Commercial Paper Programme, exempt from registration under section 3(a)(3) of the US Securities Act 1933, that assigns the use of the proceeds from the programme to the funding of ‘current transactions’ of the issuer, with maturities not exceeding 364 days; (b) a section 4(2) Commercial Paper Programme which can be used to finance non-current transactions. The maximum maturity of commercial paper issued under the programme has been limited to 397 days; and (c) a euro medium term note programme. The Group expects to be able to continue to utilise these facilities in circumstances where it is not in possession of undisclosed price sensitive information which would impact the prospective purchasers of the relevant debt security. The Group will also evaluate other debt issuance options. The Group currently maintains $2.5 billion of committed bank facilities, as well as internally-available liquidity (some $1 billion), to provide back-up coverage for commercial paper maturing within 30 days. Aside from this facility and certain borrowing in local subsidiaries, the Group does not have committed bank facilities as this is not considered to be a cost effective form of financing for the company given its size, credit rating and cash generative nature. The maturity profile of the Group’s outstanding commercial paper is actively managed to ensure that the amount of commercial paper maturing within 30 days remains consistent with the level of supporting liquidity. The committed facilities, which are with a number of international banks, are renewed on an annual basis. The Group expects to be able to renew these facilities on commercially acceptable terms. The Group expects that commercial paper borrowings in 2005 could range up to $5.0 billion. While the Group is subject to restrictions, such as foreign withholding taxes, on the ability of subsidiaries to transfer funds to their parent companies in the form of cash dividends, loans or advances, such restrictions are not expected to have a material impact on the ability of the Group to meet its cash obligations.

Credit ratings On February 4, 2005, Standard & Poor’s Ratings Services (S&P) downgraded to ‘‘AA’’ from ‘‘AA+’’ its long-term ratings on the Royal Dutch/Shell Group of Companies (through a downgrade of the Group Holding Companies, Shell Petroleum N.V. and The Shell Petroleum Co. Ltd and their subsidiary Shell Oil Company). Moody’s Investors Services (Moody’s) continues to rate the long-term debt of Shell Finance (Netherlands) B.V. and Shell Finance (U.K.) PLC, the guaranteed subsidiaries of the Group Holding Companies, as ‘‘Aa1’’. The credit ratings given to the commercial paper programmes of the guaranteed subsidiaries have been conﬁrmed by S&P and Moody’s at their original levels of ‘‘A-1+’’ and ‘‘Prime-1’’, respectively.

Capital investment and dividends Group companies’ capital expenditure, exploration expense, new investments in associated companies and other investments increased by $0.6 billion to $14.9 billion in 2004. Exploration & Production expenditures of $9.9 billion (2003: $9.3 billion) accounted for more than half the total capital investment. Gas & Power accounted for $1.6 billion (2003: $1.5 billion). Oil Products investment amounted to $2.5 billion (2003: $2.4 billion). Chemicals investment was $0.7 billion (2003: $0.6 billion). Investment in other segments was $0.2 billion (2003: $0.4 billion). Capital investment of some $15 billion (excluding contribution of the Group’s minority partners in Sakhalin) on average is required each year to grow the capital base in light of expected dividend payments, taking into account an expected $12 to $15 billion of divestments over the period 2004 to 2006. After dividends and capital investment, the priority for using cash generated is to maintain a prudent balance sheet. Both the medium and long-term focus will remain on improving the underlying operational performance in order to continue to deliver consistently strong cash ﬂows.

108 Capital investment (excluding the contribution of the Group’s minority partners in Sakhalin) in 2005 is estimated to be $15 billion, with Exploration & Production continuing to account for the majority of this amount. The Parent Companies have announced the relaunch of their share buyback programmes, with a return of surplus cash to shareholders in 2005 in the range of $3 to $5 billion, assuming continued high oil prices. It is expected that the Group companies’ investment programme will be ﬁnanced largely from internally generated funds.

The aim of the Royal Dutch/Shell Group of Companies is to provide per share increase in dividends at least in line with inﬂation of the currencies of the Parent Companies’ base countries over a period of years. Upon completion of the Transaction, Royal Dutch Shell will declare its dividend in euro. In setting the level of the dividend, consistent with Royal Dutch and Shell Transport’s historical dividend policy, the Royal Dutch Shell Board will seek to increase dividends at least in line with inﬂation over time.

Guarantees and other off-balance sheet obligations Guarantees at December 31, 2004 were $2.9 billion (2003: $3.4 billion). At December 31, 2004, $1.7 billion were guarantees of debt of associated companies, $0.5 billion were guarantees for customs duties and other tax liabilities and $0.7 billion were other guarantees. Guarantees of debt of associated companies mainly related to Nanhai ($0.8 billion) and Intergen (0.4 billion).

Guarantees at December 31, 2003 were $3.4 billion (2002: $4.1 billion). At December 31, 2003, $1.8 billion were guarantees of debt of associated companies, $0.7 billion were guarantees for customs duties and other tax liabilities and $0.9 billion were other guarantees. Guarantees of debt of associated companies mainly related to InterGen ($1.2 billion) and Nanhai ($0.4 billion).

Contractual obligations The table below summarises Group companies’ principal contractual obligations at December 31, 2004, by expected settlement period. The amounts presented have not been offset by any committed third party revenues in relation to these obligations. $ billion Within 1 year 2/3 years 4/5 years After 5 years Total (2005) (2006/2007) (2008/2009) (beyond 2009) Long-term debt(a) 9.2 1.2 4.4 0.7 2.9 Capital leases(b) 1.2 0.1 0.1 0.1 0.9 Operating leases(c) 9.9 1.7 2.2 1.5 4.5 Purchase obligations(d) 203.6 75.0 37.7 26.6 64.3 Other long-term contractual liabilities(e) 0.9 0.2 0.4 0.1 0.2 Total 224.8 78.2 44.8 29.0 72.8

(a) The total figure is comprised of $8.0 billion of long-term debt (debentures and other loans, and amounts due to banks and other credit instruments), plus $1.2 billion of long-term debt due within one year. The total figure excludes $0.7 billion of long-term capitalised lease obligations. See Note 16 of Part XIII of these Listing Particulars. (b) Includes executory costs and interest. See Note 17 of Part XIII of these Listing Particulars. (c) See Note 17 of Part XIII of these Listing Particulars. (d) Includes any agreement to purchase goods and services that is enforceable, legally binding and specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the purchase. The amounts include $5.5 billion of purchase obligations associated with financing arrangements, which are disclosed in Note 17 of Part XIII of these Listing Particulars. Raw materials and finished products account for 91% of total purchase obligations. (e) Includes all obligations included in ‘‘Long-term liabilities — Other’’ on the Statement of Assets and Liabilities of the Group that are contractually fixed as to timing and amount. In addition to these amounts, the Group has certain obligations that are not contractually fixed as to timing and amount, including contributions to defined benefit pension plans estimated to be $1.4 billion in 2005 (see Note 21 of Part XIII of these Listing Particulars) and obligations associated with asset retirements (see Note 24 of Part XIII of these Listing Particulars).

The table above excludes interest expense related to long-term debt estimated to be $0.4 billion in 2005, $0.7 billion in 2006/2007 and $0.6 billion in 2008/2009 (assuming interest rates with respect to variable interest rate long-term debt remain constant and there is no change in aggregate principal amount of long-term debt other than repayment at scheduled maturity as reﬂected in the table).

109 2003 compared to 2002 Statement of cash flows Cash flow provided by operating activities reached a record level of $21.7 billion in 2003 compared with $16.3 billion in 2002. Net income increased to $12.3 billion in 2003 from $9.7 billion in 2002, reflecting higher realised prices in Exploration & Production. Additionally, $4.5 billion of cash flows were realised in 2003 through sales of assets (2002: $1.6 billion). Cash flow in 2003 was mainly deployed for capital expenditures ($12.3 billion), debt repayment ($4.7 billion) and dividends paid to Parent Companies ($6.2 billion). In preference to paying additional dividends to the Parent Companies to fund share buybacks, the Group strengthened its balance sheet by repaying debt and buying out certain minority interests. Royal Dutch and Shell Transport paid dividends to their shareholders totalling $6.4 billion (2002: $5.5 billion; 2001: $5.1 billion). Within cash flow used in investing activities ($8.3 billion), capital expenditure, acquisitions and new investments in associated companies decreased from $22.3 billion to $13.2 billion. The purchases in 2002 of Enterprise Oil, Pennzoil-Quaker State and Equilon increased the 2002 figure by $8.9 billion. The lower total cash used in investing activities also reflected an increase of $2.9 billion in proceeds from sales of assets, including the Group’s interest in Ruhrgas, to $4.5 billion.

9. Other matters Risk management and internal control The Group’s approach to internal control is based on the underlying principle of line management’s accountability for risk and control management. The Group’s risk and internal control policy explicitly states that the Group has a risk-based approach to internal control and that management in the Group is responsible for implementing, operating and monitoring the system of internal control, which is designed to provide reasonable but not absolute assurance of achieving business objectives. The Group’s approach to internal control includes a number of general and specific risk management processes and policies. Within the essential framework provided by the Statement of General Business Principles, primary control mechanisms include strong functional leadership, adequate resourcing by competent staff, and self-appraisal processes in combination with strict accountability for results. These mechanisms are underpinned by established Group policies, standards and guidance material that relate to particular types of risk, structured investment decision processes, timely and effective reporting systems and active performance monitoring. Examples of specific risk management mechanisms include: — regular review of significant risks by the Executive Committee and the Group Audit Committee; — a common health, safety and environment (HSE) policy, a common requirement for HSE management systems, and external certification of the environmental component of such systems for major installations; — a financial control handbook that establishes standards for the application of internal financial controls; — arrangements for the management of property, liability and treasury risks; and — a business control incident reporting process that enables monitoring and appropriate follow-up actions for incidents arising as a result of control breakdowns. Lessons learned from these incidents are used to improve the Group’s overall control framework. In the context of reserves, examples of specific risk management mechanisms include: — oversight of the process for approving the booking of proved reserves by the Global Exploration & Production Reserves Committee (the Reserves Committee); — Group guidelines for booking proved reserves that conform fully with applicable SEC rules and guidance and clarify criteria for booking and de-booking proved reserves (and the distinctions between regulatory requirements and the Group’s internal reserves classifications); — training of reserves guidelines users;

110 — responsibility on the local Chief Reservoir Engineer for ensuring that reserves bookings and de- bookings are compliant with SEC rules and that any booking and debooking decisions are only made with appropriate, auditable documentation and after completion of the appropriate challenge processes; — business and financial responsibility on the local Regional Technical Director and Regional Finance Manager, respectively, for the decisions of their Chief Reservoir Engineer; — responsibility for booking and de-booking decisions with the Chief Financial Officer of Exploration & Production and the Director of Technology of Exploration & Production, working together with the Group Reserves Co-ordinator and the other members of the Reserves Committee; — approval by the Group’s Executive Committee of the reserves bookings and de-bookings taken by Exploration & Production; and — final review by the Group Audit Committee. A formalised self-appraisal and assurance letter process is in place. Annually, the management of every business unit provides assurance as to the adequacy of governance arrangements, risk and internal control management, HSE management, financial controls and reporting, treasury management, brand management and information management. Country Chairs also provide assurance regarding compliance with the Statement of General Business Principles and other important topics. As part of this process business integrity concerns or instances of bribery or illegal payments are to be reported. Assurance letter results including any material qualifications are reviewed by the Group Audit Committee and support representations made to the external auditors. In addition to these structured self-appraisals, the assurance framework relies on objective appraisals by internal audit. The results of internal audit’s risk-based reviews of Group operations provide the Group Audit Committee with an independent view regarding the effectiveness of risk and control management systems. These established review, reporting and assurance processes enable the Conference (a meeting of the executive and non-executive directors) to regularly consider the overall effectiveness of the system of internal control and to perform a full annual review of the system’s effectiveness. Taken together, these processes and practices provide confirmation to the Group Holding Companies that relevant policies are adopted and procedures implemented with respect to risk and control management. As discussed below under ‘‘Controls and Procedures’’ the Parent Companies determined, based largely on the investigation and report to the Group Audit Committee, that there were deficiencies and material weaknesses in the internal controls relating to proved reserve bookings and disclosure controls that allowed volumes of oil and gas to be improperly booked and maintained as proved reserves, which also had an effect on the Financial Statements.

Property and liability risks The Group’s Operating Companies insure against most major property and liability risks with the Group’s captive insurance companies. These companies reinsure part of their major catastrophe risks with a variety of international insurers. The effect of these arrangements is that uninsured losses for any one incident are unlikely to exceed $400 million.

Treasury and trading risks As further discussed in Note 29 of Part XIII of these Listing Particulars, Group companies, in the normal course of their business, use ﬁnancial instruments of various kinds for the purposes of managing exposure to currency, commodity price and interest rate movements. The Group has Treasury Guidelines applicable to all Group companies and each Group company is required to adopt a treasury policy consistent with these guidelines. These policies cover ﬁnancing structure, foreign exchange and interest rate risk management, insurance, counterparty risk management and derivative instruments, as well as the treasury control framework. Wherever possible,

111 treasury operations are operated through specialist Group regional organisations without removing from each Group company the responsibility to formulate and implement appropriate treasury policies. Each Group company measures its foreign currency exposures against the underlying currency of its business (its functional currency), reports foreign exchange gains and losses against its functional currency and has hedging and treasury policies in place which are designed to manage foreign exchange exposure so defined. The functional currency for most upstream companies and for other companies with significant international business is the US dollar, but other companies usually have their local currency as their functional currency. The financing of most Operating Companies is structured on a floating-rate basis and, except in special cases, further interest rate risk management is discouraged. Apart from forward foreign exchange contracts to meet known commitments, the use of derivative financial instruments by most Group companies is not permitted by their treasury policy. Specific Group companies have a mandate to operate as traders in crude oil, natural gas, oil products and other energy related products, using commodity swaps, options and futures as a means of managing price and timing risks arising from this trading. In effecting these transactions, the companies concerned operate within procedures and policies designed to ensure that risks, including those relating to the default of counterparties, are minimised. The Group measures exposure to the market when trading. Exposure to substantial trading losses is considered limited with the Group’s approach to risk. Other than in exceptional cases, the use of external derivative instruments is generally confined to specialist oil and gas trading and central treasury organisations which have appropriate skills, experience, supervision and control and reporting systems.

Pension funds It is expected that the actuarial valuations of the Group’s four main pension funds in aggregate at the end of 2004 will show an increased surplus of assets over liabilities compared with the end of 2003, mainly resulting from the investment performance during 2004. These actuarial valuations, rather than the Group accounting policy FAS 87 measure (Note 21 of Part XIII of these Listing Particulars) are the basis on which the funds’ trustees manage the funds and deﬁne the required contributions from the member companies.

Environmental and decommissioning costs A1/8.2 Group companies are present in over 140 countries and territories throughout the world and are subject to a number of different environmental laws, regulations and reporting requirements. It is the responsibility of each Group company to implement a health, safety and environmental management system that is suited to its particular circumstances. The costs of prevention, control, abatement or elimination of releases into the air and water, as well as the disposal and handling of waste at operating facilities, are considered to be an ordinary part of business. As such, these amounts are included within operating expenses. An estimate of the order of magnitude of amounts incurred in 2004 for Group companies, based on allocations and managerial judgment, is $1.4 billion (2003: $1.3 billion). Expenditures of a capital nature to limit or monitor hazardous substances or releases, include both remedial measures on existing plants and integral features of new plants. Whilst some environmental expenditures are discrete and readily identifiable, others must be reasonably estimated or allocated based on technical and financial judgments which develop over time. Consistent with this, estimated environmental capital expenditures made by companies with major capital programmes during 2004 were $0.7 billion (2003: $0.7 billion). Those Group companies are expected to incur environmental capital costs of at least $0.5 billion during 2005 and 2006. It is not possible to predict with certainty the magnitude of the effect of required investments in existing facilities on Group companies’ future earnings, since this will depend amongst other things on the ability to recover the higher costs from consumers and through fiscal incentives offered by governments.

112 Nevertheless, it is anticipated that over time there will be no material impact on the total of Group companies’ earnings. These risks are comparable to those faced by other companies in similar businesses. At the end of 2004, the total liabilities being carried for environmental clean-up were $907 million (2003: $972 million). In 2004, there were payments of $244 million and increases in provisions of $161 million. The Group introduced US accounting standard FAS 143 (Asset Retirement Obligations) with effect from January 1, 2003 (see Note 24 of Part XIII of these Listing Particulars). The fair value of the obligations being carried for expenditures on decommissioning and site restoration, including oil and gas platforms, at December 31, 2004 amounted to $5,894 million (2003: $4,044 million).

Employees There has been an overall decrease in the number of employees in the Group during 2004. This is mainly as a result of divestments within Oil Products. The main divestments were in Peru, Thailand, Spain, Portugal and the USA.

Research and development costs A1/11 The Group’s research and development (R&D) programmes are designed to enable the Group to 6.D.7 reduce costs and improve operations. Total R&D expenses for 2004 were $553 million (2003: $584 million).

Foreign exchange volatility Foreign exchange exposures are managed within the Group on an entity by entity basis. The Group recognises and expects that Group proﬁtability and the Group’s assets and liabilities will vary on consolidation as a result of foreign exchange movements.

International Financial Reporting Standards Under a 2002 European Union (EU) Regulation, publicly-listed companies in the EU will be required to prepare consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) from 2005. The Group’s IFRS implementation project is on target to meet the EU requirement. With effect from the first quarter of 2005, the Group will release its quarterly (unaudited) results under IFRS, including comparative data for 2004, together with reconciliations to opening January 1, 2004 and to 2004 data previously published in accordance with accounting principles generally accepted in the United States (US GAAP). The 2005 Financial Statements of the Group or, subject to completion of the Transaction, of its successor, will be prepared under IFRS, with appropriate reconciliations to US GAAP. The total impact on net assets at transition on January 1, 2004 is expected to be a reduction of $4.7 billion, mainly resulting from the recognition of unrecognised gains and losses on post-retirement benefits at the date of transition of $4.9 billion. This will have no impact on the actuarial position or funding of the pension funds, which continue to be well funded. There have been various amendments during 2004 to International Accounting Standards 32 and 39 relating to the accounting for financial instruments. In order to complete its review of the potential impact the Group is applying the option to continue with its existing policy (under which derivatives defined under US GAAP, other than those meeting the normal purchases and sales exception, are already recognised on the balance sheet at fair value) for 2004 and to implement any changes to accounting policy arising from these standards with effect from January 1, 2005. The adoption of IFRS will have no impact on the Group’s financial framework, strategy or underlying cash flows. However net income will differ resulting from the IFRS requirements to expense stock options, to capitalise major inspection costs, to provide for additional impairments and to reverse previous impairments where applicable and (mainly as a consequence of the transition adjustment) there will be an impact on pension costs. However, as stated above there will be no impact on the actuarial position of funding of the pension funds, which continue to be well funded.

113 Cautionary statement This Part VIII of these Listing Particulars contains forward-looking statements that are subject to risk factors associated with the oil, gas, power, chemicals and renewables business. It is believed that the expectations reflected in these statements are reasonable, but may be affected by a variety of variables which could cause actual results, trends or reserves replacement to differ materially, including, but not limited to: price fluctuations, actual demand, currency fluctuations, drilling and production results, reserve estimates, loss of market, industry competition, environmental risks, physical risks, risks associated with the identification of suitable potential acquisition properties and targets and the successful negotiation and consummation of transactions, the risk of doing business in developing countries, legislative, fiscal and regulatory developments including potential litigation and regulatory effects arising from recategorisation of reserves, economic and financial market conditions in various countries and regions, political risks, project delay or advancement, approvals and cost estimates.

10. Critical accounting estimates In order to prepare the Group Financial Statements in conformity with generally accepted accounting principles in the Netherlands and the United States, management of the Group has to make estimates and judgments. The matters described below are considered to be the most critical in understanding the judgments that are involved in preparing the Group Financial Statements and the uncertainties that could impact the amounts reported on the results of operations, ﬁnancial condition and cash ﬂows. Accounting policies are described in Note 3 and Note 31 of Part XIII of these Listing Particulars.

Estimation of oil and gas reserves Oil and gas reserves are key elements in the Group’s investment decision-making process. They are also an important element in testing for impairment. Changes in proved oil and gas reserves will also affect the standardised measure of discounted cash ﬂows presented in paragraph 2 of Part IX of these Listing Particulars and changes in proved oil and gas reserves, particularly proved developed reserves, will affect unit-of-production depreciation charges to income.

Proved oil and gas reserves are the estimated quantities of crude oil, natural gas and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions, ie, prices and costs as of the date the estimate is made. Proved developed reserves are reserves that can be expected to be recovered through existing wells with existing equipment and operating methods. Estimates of oil and gas reserves are inherently imprecise, require the application of judgment and are subject to future revision. Accordingly, ﬁnancial and accounting measures (such as the standardised measure of discounted cash ﬂows, depreciation, depletion and amortisation charges, and decommissioning provisions) that are based on proved reserves are also subject to change.

Proved reserves are estimated by reference to available reservoir and well information, including production and pressure trends for producing reservoirs and, in some cases, subject to definitional limits, to similar data from other producing reservoirs. Proved reserves estimates are attributed to future development projects only where there is a significant commitment to project funding and execution and for which applicable governmental and regulatory approvals have been secured or are reasonably certain to be secured. Furthermore, estimates of proved reserves only include volumes for which access to market is assured with reasonable certainty. All proved reserve estimates are subject to revision, either upward or downward, based on new information, such as from development drilling and production activities or from changes in economic factors, including product prices, contract terms or development plans. In general, changes in the technical maturity of hydrocarbon reserves resulting from new information becoming available from development and production activities have tended to be the most significant cause of annual revisions.

In general, estimates of reserves for undeveloped or partially developed fields are subject to greater uncertainty over their future life than estimates of reserves for fields that are substantially developed and depleted. As a field goes into production, the amount of proved reserves will be subject to future revision once additional information becomes available through, for example, the drilling of additional

114 wells or the observation of long-term reservoir performance under producing conditions. As those fields are further developed, new information may lead to revisions. As announced on January 9, 2004, March 18, 2004, April 19, 2004, October 28, 2004, November 26, 2004 and February 3, 2005 the Group reviewed its proved reserves (with the assistance of external consultants) during the period from late 2003 to December 2004. These reviews lead to the First Reserves Restatement, which was reflected in the 2003 Annual Report and Accounts and the Annual Report on Form 20-F, as filed with the SEC on June 30, 2004, and to the Second Reserves Restatement which was reflected in Amendment No. 2 to the 2003 Annual Report on Form 20-F, as filed with the SEC on March 7, 2005. As at December 31, 2003, after giving effect to the First Reserves Restatement and the Second Reserves Restatement, the proportion of the Group’s total proved reserves that was categorised as proved developed reserves was 57%, the remaining 43% being proved undeveloped reserves. As noted above, changes in the estimated amounts of proved reserves can have a significant impact on the standardised measure of discounted cash flows presented in paragraph 2 of Part IX of these Listing Particulars. The First Reserves Restatement and the Second Reserves Restatement resulted in a 17% reduction in the standardised measure as at the end of 2002. Apart from the effects of the Reserves Restatements, however, revisions to proved reserves have had a relatively modest impact on standardised measure compared to changes in prices and costs, sales and transfers and income tax. Changes to the Group’s estimates of proved reserves, particularly proved developed reserves, also affect the amount of depreciation, depletion and amortisation recorded in the Group’s financial statements for fixed assets related to hydrocarbon production activities. These changes most often result from production and revisions. However, the Reserves Restatements also affected proved developed reserves. A reduction in proved developed reserves will increase depreciation, depletion and amortisation charges (assuming constant production) and reduce net income.

Exploration costs Capitalised exploration drilling costs more than 12 months old are expensed under Group accounting policy unless (i) they are in an area requiring major capital expenditure before production can begin and (ii) they have found commercially producible quantities of reserves and (iii) they are subject to further exploration or appraisal activity in that either drilling of additional exploratory wells is under way or firmly planned for the near future. In making decisions about whether to continue to capitalise exploration drilling costs for a period longer than 12 months, it is necessary to make judgments about the satisfaction of each of these conditions. If there is a change in one of these judgments in a subsequent period, then the related capitalised exploration drilling costs would be expensed in that period, resulting in a charge to net income. As at December 31, 2004, the Group has $789 million of capitalised exploration drilling costs. Write-offs of previously capitalised exploration drilling costs in 2004 amounted to $432 million pre-tax. A proposed amendment to FASB Statement no.19 ‘‘Financial Accounting and Reporting by Oil and Gas Producing Companies’’ has been issued. If enacted this would result in the continued inclusion, on a prospective basis, of the cost of certain exploratory wells in tangible fixed assets beyond 12 months which do not meet the current requirements given above if both sufficient reserves have been found to justify completion as a producing well, and sufficient progress is being made towards assessing the reserves and the economic and operating viability of the project. (See Note 3 of Part XIII of these Listing Particulars). This would result in lower write-offs if proved reserves are ultimately determined, with a consequential increase in depreciation, depletion and amortisation of future periods.

Recoverability of assets For oil and gas properties with no proved reserves, the capitalisation of exploration costs and the basis for carrying those costs on the balance sheet are explained in Note 3 of Part XIII of these Listing Particulars. For properties with proved reserves, the carrying amounts of major ﬁxed assets are reviewed for possible impairment annually, while all assets are reviewed whenever events or changes in circumstances indicate that the carrying amounts for those assets may not be recoverable. If assets are determined to be impaired, (i.e. the estimated undiscounted cash ﬂows related to such assets are less

115 than the carrying amounts of such assets) the carrying amounts of those assets are written down to fair value, usually determined as the amount of estimated discounted future cash flows. For this purpose, assets are grouped based on separately identifiable and largely independent cash flows. Impairments can also occur when decisions are taken to dispose of assets.

Estimates of future cash flows are based on management estimates of future commodity prices, market supply and demand, product margins and, in the case of oil and gas properties, the expected future production volumes. Other factors that can lead to changes in estimates include restructuring plans and variations in regulatory environments. Expected future production volumes, which include both proved reserves as well as volumes that are expected to constitute proved reserves in the future, are used for testing asset recoverability because the Group believes this to be the most appropriate indicator of expected future cash flows, used as a measure of fair value. Estimates of future cash flows are risk weighted and consistent with those used in Group companies’ business plans. A discount rate based on the Group’s risk free rate is used in impairment testing, adapted where required to specific local circumstances. Changes in the discount rate can result from inflation rates, individual country risks and currency risks. The Group reviews the discount rate to be applied on an annual basis but the risk free rate has been stable in recent years.

Asset impairments have the potential to significantly impact net income. For example, in recent years there have been significant charges in 2003 ($1,376 million pre-tax) and the changes in estimates that most precipitated those impairments were in relation to future production outlooks and economic conditions, and portfolio actions (particularly in Oil Products due to the announced closure of the Bakersfield refinery). This resulted in certain asset-specific impairments in Exploration & Production (totalling $698 million), Oil Products, Chemicals and other industry segments. There were also significant write-downs in the carrying amounts of certain associated companies in 2003 as a result of a reassessment of future business conditions. These comprised Basell in Chemicals ($286 million after tax) and InterGen ($200 million) and Cuiaba ($115 million) in Gas & Power.

As described above, the Group has a portfolio of assets across a number of business lines and geographic regions. The factors that inﬂuence estimated future cash ﬂows from assets also vary depending on the nature of the business activity in which those assets are used and geographical market conditions impacting the businesses in which assets are used. This wide business and geographic spread is such that it is not practicable to determine the likelihood or magnitude of impairments under different sets of assumptions. The assumption on future oil prices tends to be stable because the Group does not consider short-term increases or decreases in prices as being indicative of long term levels. At the end of 2004 the estimated oil and gas prices used for asset recoverability testing were lower than prices prevailing in the market at that time.

Provisions and liabilities

Provisions are recognised for the future decommissioning and restoration of oil and gas production facilities and pipelines at the end of their economic lives. The estimated cost is provided over the life of the proved developed reserves on a unit-of production basis. Changes in the estimates of costs to be incurred, proved developed reserves or in the rate of production will therefore impact net income, over the remaining economic life of oil and gas assets.

Other provisions and liabilities are recognised in the period when it becomes probable that there will be a future outﬂow of funds resulting from past operations or events which can be reasonably estimated. The timing of recognition requires the application of judgment to existing facts and circumstances, which can be subject to change.

Estimates of the amounts of provisions and liabilities recognised are based on current legal and constructive requirements, technology and price levels. Because actual outﬂows can differ from estimates due to changes in laws, regulations, public expectations, technology, prices and conditions, and can take place many years in the future, the carrying amounts of provisions and liabilities are regularly reviewed and adjusted to take account of such changes.

116 In relation to decommissioning and restoration costs, the estimated interest rate used in discounting the cash flows is reviewed at least annually. The interest rate used to determine the balance sheet obligation at December 31, 2004, was 6%. As further described in Note 28 of Part XIII of these Listing Particulars, the Group is subject to claims and actions. The facts and circumstances relating to particular cases are evaluated in determining whether it is ‘‘probable’’ that there will be a future outflow of funds and, once established, whether a provision relating to a specific litigation is sufficient. Accordingly, significant management judgment relating to contingent liabilities is required since the outcome of litigation is difficult to predict. Despite this uncertainty, actual payments related to litigation during the three years ended December 31, 2004 have not been material to the Group’s financial condition or results of operations. Notwithstanding the possibility of outcomes outside expected ranges, in recent years the Group’s experience has been that estimates used in determining the appropriate levels of provisions have been materially adequate in anticipating actual outcomes. A change in estimate of a recognised provision or liability would result in a charge or credit to net income in the period in which the change occurs (with the exception of decommissioning and restoration costs as described above).

Employee retirement plans Retirement plans are provided for permanent employees of all major Group companies and generally provide defined benefits based on employees’ years of service and average final remuneration. The plans are typically structured as separate legal entities managed by trustees. The amounts reported for the Group’s employee retirement plans are disclosed in Note 21 of Part XIII of these Listing Particulars, and are calculated in line with Statement of Financial Accounting Standards No. 87 (FAS 87). These calculations require assumptions to be made of future outcomes, the principal ones being in respect of increases in remuneration and pension benefit levels, the expected long-term return on plan assets and the discount rate used to convert future cash flows to current values. The assumptions used vary for the different plans as they are determined in consultation with independent actuaries in the light of local conditions. The assumptions are reviewed annually. Expected rates of return on plan assets are calculated based on a projection of real long-term bond yields and an equity risk premium which are combined with local inflation assumptions and applied to the actual asset mix of each plan. The amount of the expected return on plan assets is calculated using the expected rate of return for the year and the market-related value at the beginning of the year. Discount rates used to calculate year-end liabilities are based on prevailing AA long-term corporate bond rates at year end. Weighted average values for the assumptions used are contained in Note 21 of Part XIII of these Listing Particulars. The main change in 2004 was a 0.5% reduction in the discount rate used to calculate year- end liabilities reflecting lower long-term interest rates. Pension cost under FAS 87 primarily represents the increase in actuarial present value of the obligation for benefits earned on employee service during the year and the interest on the obligation in respect of employee service in previous years, net of the expected return on plan assets. The FAS 87 calculations are sensitive to changes in the underlying assumptions. A change of one percentage point in the expected rate of return on plan assets would result in a change in pension cost charged to income of approximately $500 million (pre-tax) per annum. FAS 87 generally reduces income volatility because unexpected changes in the amounts of plan assets and liabilities (actuarial gains and losses) are amortised over the average remaining employee work life. The trustees manage the pension funds and set the required contributions from Group companies based on independent actuarial valuation rather than the FAS 87 measures.

11. Controls and procedures As of the end of the period covered by the financial information set out in Part XIII of these Listing Particulars, the management of each of the Parent Companies (with the participation in the case of Royal Dutch of its President and Managing Director and the Group Chief Financial Officer and, in the case of Shell Transport, its Managing Director and the Group Chief Financial Officer) conducted an

117 evaluation pursuant to Rule 13a-15 promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), of the effectiveness of the design and operation of the disclosure controls and procedures of the Parent Companies and the Group. Based on this evaluation, the President and Managing Director of Royal Dutch, the Managing Director of Shell Transport and the Group Chief Financial Officer concluded that, as of the end of the period covered by this report, such disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by each of the Parent Companies in reports they file or submit under the Exchange Act is recorded, processed, summarised and reported, within the time periods specified in the rules and forms of the SEC. In making the evaluation, the Companies have considered matters relating to the Reserves Restatements, including action taken during 2004 to identify deficiencies and enhance the effectiveness of disclosure controls and procedures. The Executive Committee noted the implementation of a number of structural enhancements designed to address improvement needs identified by a special report to the Group Audit Committee. Further steps will be taken through the course of 2005 to embed, sustain and build upon the enhancements made to date. Except as described below, there has not been any change in the internal controls over financial reporting of the Group or either Parent Company that occurred during the period covered by the financial information provided in Part XIII of these Listing Particulars that has materially affected, or is reasonably likely to affect, such internal controls over financial reporting.

Investigation and Report to the Group Audit Committee; Management Changes Following the January 9, 2004 announcement of the reserves recategorisation, the Group Audit Committee (GAC) appointed Davis Polk & Wardwell to lead an independent review of the facts and circumstances surrounding the recategorisation, and to report its findings and any proposed remedial actions to the GAC for its consideration. That report, dated March 31, 2004, was presented to the GAC and subsequently to the Supervisory Board of Royal Dutch and non-executive directors of Shell Transport. The report was accepted in full by the GAC on April 15, 2004 and by the members of the Supervisory Board of Royal Dutch and the non-executive directors of Shell Transport (the Parent Company Boards) on April 16, 2004. Following an interim report to the GAC dated March 1, 2004, which was presented to the Parent Company Boards on March 2, 2004, Sir Philip Watts, Chairman of the Committee of Managing Directors and Walter Van de Vijver, Chief Executive of Exploration & Production, submitted their resignations on March 3, 2004 from all director and officer positions within the Group and the Parent Companies. Following acceptance of the final report to the GAC by the members of the Supervisory Board of Royal Dutch and the non-executive directors of Shell Transport, Judith Boynton stepped aside as Group Chief Financial Officer and as Group Managing Director and Managing Director of Shell Transport on April 18, 2004. She remained with the Group in an advisory capacity reporting to the Chief Executive Jeroen van der Veer. Ms Boynton left the Group, by mutual agreement, effective December 31, 2004. Jeroen van der Veer, President and Managing Director of Royal Dutch, succeeded Sir Philip Watts as Chairman of the Group’s Committee of Managing Directors; Lord Oxburgh was appointed non-executive Chairman of Shell Transport and Chairman of Conference; and Malcolm Brinded was appointed Chief Executive of Exploration & Production, a director of Shell Transport and Vice Chairman of the Committee of Managing Directors. Mr. Brinded resigned from his position as a Managing Director of Royal Dutch. On June 23, 2004, Peter Voser was appointed Group Chief Financial Officer and a director of Shell Transport with effect from October 4, 2004. Linda Cook was appointed a Managing Director of Royal Dutch on August 1, 2004.

Deﬁciencies relating to reserves reporting The 2004 Form 20-F of Royal Dutch and Shell Transport gives effect to the Reserves Restatements and the Financial Restatements. In connection with the First Reserves Restatement, Royal Dutch and Shell Transport determined, based largely upon the investigation for the comparative periods and a report to the GAC, that there were deﬁciencies and material weaknesses in the internal controls relating to proved reserves bookings and disclosure controls that allowed volumes of oil and gas to be improperly

118 booked and maintained as proved reserves. The inappropriate booking of certain proved reserves had an effect on the financial statements, mainly understating depreciation, depletion and amortisation. To eliminate the effects on the financial statements of the inappropriate reserves bookings, Royal Dutch and Shell Transport elected to make the First Financial Restatement. The identified deficiencies and material weaknesses relating to the booking of proved reserves consist of the following:

— there was a lack of appropriate resources and a confusion of roles and responsibilities with respect to the Group Reserves Co-ordinator and the Group Reserves Auditor;

— the Group’s Committee of Managing Directors and the Parent Company Boards were not provided with appropriate information to inform disclosure judgments;

— there were weaknesses in the finance function whereby the Chief Financial Officers of the businesses did not have direct reporting responsibility to the Group Chief Financial Officer;

— there were unclear lines of responsibility for booking proved reserves;

— there was a lack of understanding at various levels of the Group of the meaning and importance of disclosure obligations under the SEC’s rules and published guidance relating to proved reserves; and

— there was a control environment that did not emphasise the paramount importance of the compliance element of proved reserves decisions.

Remedial Actions Taken in 2004 To address the weaknesses in the controls relating to reserves bookings identiﬁed above, the Parent Companies and the Group implemented a number of remedial actions. During March 2004 through April 2004, the Group conducted an extensive special review of the global reserves portfolio with the assistance of external reserve consultants, Ryder Scott Company. During July 2004 through December 2004, asset teams in each operating unit, using the revised guidelines and assisted in certain cases by external consultants, undertook a reservoir-by-reservoir review of substantially all of the Group’s proved reserves volumes reported as at December 31, 2003, as part of the Group’s annual reserves determination process. In addition, teams from internal audit, assisted by separate external consultants, conducted on-site reviews as part of an audit process that covered approximately 90% of such originally reported proved reserves. These reviews led to the Second Reserves Restatement. See paragraph 2 of Part IX of these Listing Particulars. The Parent Companies and the Group also effected the management changes described above under ‘‘Investigation and Report to Group Audit Committee; management changes’’. In addition, as discussed in the report to the GAC, the following remedial actions were taken or are in progress:

— Global Reserves Committee. The Group established the Global Exploration & Production Reserves Committee (the ‘‘Reserves Committee’’) in order to improve consistency of standards and their application across the Group’s operations globally and strengthen the oversight of the process for approving the booking of proved reserves.

— Group Reserves Guidelines. The Group’s guidelines for booking proved reserves have been revised with the assistance of independent petroleum engineers and counsel to ensure that these guidelines conform fully with applicable SEC rules and guidance, clarify the criteria for booking and de-booking of proved reserves (and the distinctions between regulatory requirements and the Group’s internal reserves classiﬁcations) and improve their utility for all users. It is expected that future revisions of the guidelines will occur only as necessary and as early as possible in the year to allow engineers to understand the implications well in advance of the submission of reserves volumes at year-end.

119 — Training Reserves Guidelines Users. In 2004, the Group began, and in early 2005 completed training approximately 3,000 employees in the use of the revised Group Reserves Guidelines. — Overhaul of the office of Group Reserves Co-ordinator. Given the technical and compliance elements of reserves determinations, the Group Reserves Co-ordinator will no longer report to business planning or strategy executives in Exploration & Production but to the Director of Technology. More staff have been and will be employed to resource the vital function of the Group Reserves Co-ordinator who will also regularly use independent petroleum engineers as deemed necessary, including for the systematic training of engineers in the field. The Group Reserves Co- ordinator is responsible for the revision and ongoing maintenance and application of the Group’s Guidelines, and as such is responsible for identifying and resolving difficult areas of interpretation with the Reserves Committee and the Group Reserves Auditor as well as for identifying training needs and facilitating training sessions from both a technical and regulatory perspective. The Group Reserves Co-ordinator also has an obligation to liaise with internal legal staff on disclosure judgments on the basis of technical compliance and/or materiality. — Overhaul of the office of Group Reserves Auditor. The Group Reserve Auditor function has been assigned additional employees so that the audit cycle of the Group’s reserves can be made more frequent and each audit can be made more rigorous. The Group Reserves Auditor and his or her staff now report to the Group Chief Internal Auditor to increase the independence of the Group Reserves Auditor function. The Group Reserves Auditor also regularly uses independent external petroleum engineers to complement and develop in-house expertise. — Clarification of roles and responsibilities of the Group Reserves Auditor and the Group Reserves Co- ordinator. The roles of the Group Reserves Auditor and Group Reserves Co-ordinator have been redefined to make clear that they must retain a respectful separation and independence so as to allow the Group Reserves Auditor to challenge the Group Reserves Co-ordinator and Exploration & Production reserve booking decisions more effectively as parts of the Group internal audit function. — Removal of reserves from scorecards. Scorecards are used internally to gauge the performance of the Group’s businesses against identified goals for purposes of management evaluation and for calculating management bonuses. Reserves bookings have been removed from performance scorecards of individuals associated with the reserves assurance process, including senior executives. — Improved visibility and accounting of reserves issues by senior management and directors. The Group’s Executive Committee (prior to October 2004, the Group’s Committee of Managing Directors) collectively approve the reserve bookings and de-bookings taken by Exploration & Production. Following this approval, a review of the overall outcome is considered by the Group Audit Committee. — Enhanced accountability of Business CFOs to the Group CFO. The Chief Financial Officers of the businesses now report directly to the Group Chief Financial Officer. This reorganisation is designed to improve the ability of the Group Chief Financial Officer to have effective oversight of financial issues relating to the business units. It also enables the Group Chief Financial Officer, in turn, to inform colleagues and directors of important disclosure issues, as required. — Strengthening of line responsibilities for reserve reporting. The line authorities and accountabilities for reserve reporting have been reinforced as follows: — to clarify that the local Chief Reservoir Engineer is responsible for ensuring that reserves bookings and de-bookings are compliant with SEC rules and requiring that any booking and debooking decisions are only made with appropriate, auditable documentation and after completion of the appropriate challenge processes; — to place business and financial responsibility on the Regional Technical Director and Regional Finance Manager, respectively, for the decisions of their Chief Reservoir Engineer; — to clarify that responsibility for booking and debooking decisions rests with the Chief Financial Officer of Exploration & Production and the Director of Technology of Exploration & Production,

120 working together with the Group Reserves Co-ordinator and the other members of the Reserves Committee; — to provide for the approval of these decisions by the Group’s Executive Committee; and — finally, to provide for final review by the Group Audit Committee. — Enhancement of the Legal Function. To improve the ability of the senior management to benefit from appropriate legal advice, provision has been made for the Group Legal Director to have the ability to attend meetings of the Group’s Executive Committee, the Conference and the Parent Company Boards. Similarly, the General Counsel of the various businesses, who attend the executive committee meetings of those businesses, have been expressly given the task of identifying disclosure issues for consideration at a higher level. All lawyers at the Group level and the Parent Companies, including the Corporate Secretaries of the Parent Companies, now report to the Group Legal Director, except to the extent inappropriate under applicable legal and fiduciary requirements or governance codes when they report directly to the Parent Company Boards. The legal function has been given responsibility for actively identifying training needs in areas of disclosure, reporting obligations and corporate governance and devising training programs to address those needs. — Enhancement of the Disclosure Committee. The role of the Group’s existing Disclosure Committee has been enhanced and the Committee is now chaired by the Group Legal Director. The Disclosure Committee has also been given regular access to the Group’s Executive Committee to assess the adequacy of disclosures and ensure the awareness and approval of the Group’s Executive Committee of those disclosures. In carrying out its responsibility to ensure accuracy, completeness and consistency with other disclosures, the Disclosure Committee will be asked to provide a second level of control over the substantive content of disclosures. — Reduction of Job Rotation. The Group examines the tenure of individuals in key functions. While it is important for numerous reasons to expose people to different experiences within the Group, it is accepted that the period of rotation of certain positions should be extended and, upon rotation, complete and detailed handover notes should form the basis for a formal transfer. — Document Retention Policy. A consistent policy has been prepared to be put into place. Following implementation, this policy will be disseminated throughout the Group. — Promoting Communication and Compliance. Group-wide communications have taken place, and will continue, in which the Group’s senior management emphasises to all employees that integrity and compliance concerns must be raised with the internal audit or legal functions, and must be investigated thoroughly and openly, regardless of who is involved. This policy will be communicated forcefully and frequently. Moreover, a working group of senior executives has been formed to evaluate ways to enhance the effectiveness of the Group’s compliance efforts and to promote consistent communication of compliance requirements throughout the Group. A Group Compliance Officer was appointed in January 2005.

121 12. Principal accountants fees and services

The following table sets forth the fees paid to KPMG and PricewaterhouseCoopers, the Group’s registered independent public accountants for each of the years for which audited ﬁnancial statements appear in these Listing Particulars, by the Group (including its consolidated subsidiaries):

Group

$ million 2002 2004 2003 As restated Audit fees 42 32 27 Audit-related fees(a) 13 11 17 Tax fees(b) 97 6 All other fees(c) 66 12 (a) Fees for audit-related services such as employee beneﬁt plan audits, due diligence assistance, assurance of non-ﬁnancial data, operational audits, training services and special investigations. (b) Fees for tax compliance, tax advice and tax planning services. (c) Primarily non-audit IT system review services.

The following table sets forth the fees paid by Royal Dutch to KPMG Accountants N.V., Royal Dutch’s registered independent public accountants for each of the years for which audited ﬁnancial statements appear in this Report:

Royal Dutch

3 thousands 2004 2003 2002 Audit fees 190 245 140 Audit-related fees —— — Tax fees —— — All other fees —— —

The following table sets forth the fees paid by Shell Transport to PricewaterhouseCoopers LLP, Shell Transport’s registered independent public accountants for each of the years for which audited ﬁnancial statements appear in this Report:

Shell Transport

£ thousands 2004 2003 2002 Audit fees 155 129 31 Audit-related fees(d) 16 32 23 Tax fees —— — All other fees —— — (d) Fees for all other non-audit services relate to advice in respect of the ﬁnancial reporting and disclosure impact of developments in accounting policies and business activities of the Royal Dutch/Shell Group on the ﬁnancial statements of Shell Transport, including proposed developments in International Financial Reporting Standards.

The Group Audit Committee approved 54% of the aggregate fees set forth in the tables above in the rows entitled ‘‘Audit-related fees,’’ 84% of the aggregate fees set forth in the tables above in the rows entitled ‘‘Tax fees’’ and 100% of the aggregate fees set forth in the tables above in the rows entitled ‘‘All other fees’’. The Group Audit Committee approves services to be provided by the external auditors KPMG and PricewaterhouseCoopers.

122 PART IX

EXPLORATION AND PRODUCTION AND RESERVES 5.06(b) Paragraphs 1 and 2 of this Part IX have been extracted without material amendment from the 2004 6.D.16 Form 20-F of Royal Dutch and Shell Transport. Cross-references have been amended or added (to the extent necessary) to enable easy reference to the relevant material. In this Part IX, references to ‘‘Shell’’ mean the Group and references to ‘‘Parent Companies’’ mean Royal Dutch and/or Shell Transport. None of the ﬁnancial information in this Part IX has been audited.

1. Exploration and Production (a) General The Group and its associated companies involved in the exploration for and production of crude oil and natural gas operate under a broad range of laws and regulations that change over time. These cover virtually all aspects of exploration and production activities, including matters such as land tenure, entitlement to produced hydrocarbons, production rates, royalties, pricing, environmental protection, social impact, exports, taxes and foreign exchange. The conditions of the leases, licences and contracts under which oil and gas interests are held vary from country to country. In almost all cases (outside North America), the legal agreements generally are granted by or entered into with a government, government entity or state oil company, and the exploration risk practically always rests with the oil company. In North America, these agreements may also be with private parties who own mineral interests. Of these agreements, the following are most relevant to Group interests: — Licences (or concessions) which entitle the holder to explore for hydrocarbons and exploit any 19.5(c) commercial discoveries. Under a licence, the holder bears the risk of exploration, development and production activities and of financing these activities. In principle, the licence holder is entitled to the totality of production minus any royalties in kind. The state or state oil company may sometimes enter as a joint-venture partner sharing the rights and obligations of the licence but usually without sharing the exploration risk. In a few cases the state oil company or agency has an option to purchase a certain share of production. The lease agreement, typical in North America, is generally the same except for treatment of royalties paid in cash (see below). — Production sharing contracts (PSC) entered into with a state or state oil company oblige the oil 19.5(c) company, as contractor, to provide all the financing and bear the risk of exploration, development and production activities in exchange for a share of the production. Usually this share consists of a fixed or variable part, which is reserved for the recovery of contractor’s cost (cost oil); the remainder is split with the state or state oil company on a fixed or volume/revenue-dependent basis. In some cases the state oil company will participate in the rights and obligations of the contractor and will share in the costs of development and production. Such participation can be across the venture or be on a per-field basis. Group companies’ exploration and production interests, including acreage holdings and statistics on wells drilled and drilling, are shown below. Details of Group companies’ and the Group share of associated companies’ estimated net proved reserves are summarised in the following table and are set out under the heading ‘‘Proved reserves (unaudited)’’ in paragraph 2 of this Part IX of these Listing Particulars. Oil and gas reserves cannot be measured exactly since estimation of reserves involves subjective judgment. Estimates remain subject to revision. It should be noted that totals are further influenced by acquisition and divestment activities. Proved reserves are shown net of any quantities of crude oil or natural gas that are expected to be taken by others as royalties in kind but do not exclude quantities related to royalties expected to be paid in cash (except in North America and in other situations in which the royalty quantities are owned by others) or those related to fixed margin contracts. Proved reserves include certain quantities of crude oil or natural gas which will be produced under arrangements which involve Group companies in upstream risks and rewards but do not transfer title of the product to those companies. As announced on January 9, 2004, March 18, 2004, and April 19, 2004, the Group reviewed its proved 19.5(d) reserves inventory (with the assistance of external consultants) during the period from late 2003 to April 2004 (collectively, the First Half Review). Following the First Half Review, 4,474 million barrels of oil

123 equivalent (boe)(1) previously booked at December 31, 2002 as proved reserves were recategorised as not proved (the First Reserves Restatement). In connection with the First Reserves Restatement, Royal Dutch and Shell Transport determined, based largely upon the investigation and report to the Group Audit Committee (GAC), that there were deficiencies and material weaknesses in the internal controls relating to proved reserves bookings and disclosure controls that allowed volumes of oil and gas to be improperly booked and maintained as proved reserves. The inappropriate booking of certain proved reserves had an effect on the financial statements, mainly understating depreciation, depletion and amortisation. To eliminate the effects on the financial statements of the inappropriate reserves bookings, Royal Dutch and Shell Transport elected to restate their financial statements (the First Financial Restatement). For a discussion of the identified deficiencies and material weaknesses relating to the booking of proved reserves and of the remedial action taken to address these deficiencies, see Part VIII of these Listing Particulars. As announced on October 28, 2004, November 26, 2004 and February 3, 2005, the Group performed additional reviews of its proved reserves inventory (with the assistance of external consultants) during the period from July 2004 to December 2004 (collectively, the Second Half Review and, together with the First Half Review, the Reserves Reviews). As a result of the Second Half Review, 1,371 million barrels of oil equivalent (boe) previously booked at December 31, 2003 as proved reserves were recategorised as not proved. These changes are reflected in the restatement of proved reserves and the standardised measure of future cash flows contained in this Report (the Second Reserves Restatement and together with the First Reserves Restatement, the Reserves Restatements). The Second Reserves Restatement was also reflected in Amendment No. 2 to the 2003 Annual Report on Form 20-F, as filed with US Securities and Exchange Commission (SEC) on March 7, 2005. The following tabulation of proved reserves reflects the situation after taking into account the effects of these re-categorisations, including restatement of previously reported figures. Further information on these re-categorizations and restatements is provided in ‘‘Proved reserves (unaudited)’’ in paragraph 2 of this Part IX of these Listing Particulars.

(a) Proved developed and undeveloped reserves 19.5(a)

million barrels 2003 2002 (at December 31) 2004 As restated As restated Crude oil and natural gas liquids Group companies 3,761 5,009 5,782 Group share of associated companies 1,127 805 858

thousand million standard cubic feet Natural gas Group companies 37,525 38,370 37,757 Group share of associated companies 3,041 3,188 3,308 (a) Excludes oil sands.

(1) For this purpose the Group has converted natural gas to crude oil equivalent using a factor of 5,800 standard cubic feet per barrel.

124 Capital expenditure and exploration expense by geographical area(a)

$ million (oil and gas exploration and production only) 2004 2003 2002 Europe 1,792 2,185 7,519 Africa(b) 2,053 1,861 1,674 Asia Paciﬁc(c) 447 579 537 Middle East, Russia, CIS(d) 3,217 2,155 785 USA 1,282 1,652 2,015 Other Western Hemisphere 588 686 600 9,379 9,118 13,130

(a) Capital expenditure is the cost of acquiring property, plant and equipment, and — following the successful efforts method in accounting for exploration costs — includes exploration drilling costs capitalised pending determination of commercial reserves. In the case of material capital projects, the related interest cost is included until these are substantially complete. The amounts shown above exclude capital expenditure relating to the Athabasca Oil Sands Project. In addition, the amount shown above includes acquisitions and the costs of acquiring Enterprise Oil (‘‘Enterprise’’) in 2002 of $5.3 billion. This has been included within the amount shown for Europe. Exploration expense is the cost of geological and geophysical surveys and of other exploratory work charged to income as incurred, and exploratory drilling costs which were initially taken up in capital expenditure pending determination of commercial reserves but where the efforts are subsequently determined to be unsuccessful and then charged to income (with a corresponding reduction in capital expenditure). Exploration expense excludes depreciation and release of currency translation differences. (b) Excludes Egypt. (c) Excludes Sakhalin. (d) Middle East and Former Soviet Union/Commonwealth of Independent States, includes Caspian Region, Egypt and Sakhalin.

Average production costs of Group companies by geographical area(a) $/barrel of oil equivalent 2003 2002 2004 As restated(e) As restated(e) Europe 3.82 3.24 2.94 Africa(b) 3.23 2.69 2.75 Asia Paciﬁc(c) 2.89 2.05 1.96 Middle East, Russia, CIS(d) 4.86 3.83 2.98 USA 4.26 2.93 2.67 Other Western Hemisphere 6.48 5.04 4.50 Total Group 4.04 3.19 2.83 (a) Excludes oil sands. (b) Excludes Egypt. (c) Excludes Sakhalin. (d) Middle East and Former Soviet Union/Commonwealth of Independent States, includes Caspian Region, Egypt and Sakhalin. (e) Restated as detailed in footnote (a) in Note 26(c) of Part XIII of these Listing Particulars.

125 (a) Crude oil and natural gas liquids production 19.5(a) thousand barrels/day 2004 2003 2002(b) 2001 2000 Europe UK 275 354 402 311 378 Norway 129 143 131 89 87 Denmark 142 141 140 130 129 Italy 21 19 — — — Netherlands 88 91013 Germany 55 566 Others (c) 191(c) 580 671 696 547 613 Other Eastern Hemisphere Africa Nigeria 349 314 215 250 239 Gabon 35 35 46 56 69 Cameroon 15 16 17 19 21 Others —— 233 399 365 280 328 332 Middle East Oman(d) 246 269 319 327 326 Abu Dhabi 133 126 100 94 96 Syria 35 44 49 48 50 Russia 32 30 33 23 9 Egypt(e) 10 11 11 14 10 Others 15 17 13 — — 471 497 525 506 491 Asia Paciﬁc Brunei 98 103 101 97 95 Australia 60 73 92 99 111 Malaysia 47 51 59 60 56 China 20 22 24 23 25 New Zealand 15 19 29 30 9 Thailand —14151618 Others 33 5—— 243 285 325 325 314 Total Other Eastern Hemisphere 1,113 1,147 1,130 1,159 1,137 USA 375 414 442 411 417 Other Western Hemisphere Canada 40 44 43 47 46 Venezuela 22 46 46 44 44 Brazil 43 11 2 2 2 Others —(c) —(c) —13 105 101 91 94 95 Total 2,173 2,333 2,359 2,211 2,262

million tonnes a year Metric equivalent 109 117 118 111 113 Data reﬂect continuing and discontinued operations. Production of crude oil and natural gas from discontinued operations, see Note 4 of Part XIII of these Listing Particulars, was 10 thousand boe/day in 2004 (2003: 36; 2002: 40). (a) Of Group companies, plus Group share of associated companies, and including natural gas liquids (Group share of associated companies is assumed to be equivalent to Group interest). Oil sands and royalty purchases are excluded. In those countries where PSCs operate, the ﬁgures shown represent the entitlements of the Group companies concerned under those contracts. (b) The acquisition of Enterprise contributed some 180 thousand barrels of oil equivalent per day to 2002 total hydrocarbon production (9 months of production averaged over the full year). Production came mainly from assets in the UK and Norway. (c) Less than one thousand barrels daily. (d) Exceptionally, the minority interest is deducted in respect of production volumes given for Petroleum Development Oman. (e) Egypt was previously included in Africa.

126 Natural gas production available for sale(a) million standard cubic feet/day 2004 2003 2002(b) 2001 2000 Europe Netherlands 1,667 1,527 1,527 1,555 1,431 UK 984 1,002 1,148 1,196 1,118 Germany 411 437 408 428 450 Denmark 383 302 313 309 300 Norway 260 287 242 176 199 Others 34 32 29 20 17 3,739 3,587 3,667 3,684 3,515 Other Eastern Hemisphere Africa Nigeria 375 352 244 219 177 375 352 244 219 177 Middle East Oman 471 468 786 553 459 Egypt 211 228 232 248 140 Syria 911161823 691 707 1,034 819 622 Asia Paciﬁc Malaysia 739 706 664 580 553 Brunei 554 549 508 491 450 Australia 436 403 373 379 367 New Zealand 258 288 461 470 157 Others 145 190 119 108 98 2,132 2,136 2,125 2,028 1,625 Total Other Eastern Hemisphere 3,198 3,195 3,403 3,066 2,424 USA 1,332 1,527 1,679 1,598 1,644 Other Western Hemisphere Canada 449 466 473 507 478 Others 90 74 64 47 35 539 540 537 554 513 Total 8,808 8,849 9,286 8,902 8,096

Data reﬂect continuing and discontinued operations. Production of crude oil and natural gas from discontinued operations, see Note 4 of Part XIII of these Listing Particulars, was 10 thousand boe/day in 2004 (2003: 36; 2002: 40). (a) By country of origin from gas produced by Group and associated companies (Group share). In those countries where PSCs operate, the ﬁgures shown represent the entitlements of the Group companies concerned under those contracts. (b) The acquisition of Enterprise contributed some 180 thousand barrels of oil equivalent per day to 2002 total hydrocarbon production (9 months of production averaged over the full year). Production came mainly from assets in the UK and Norway.

127 Natural gas production available for sale(a) million standard cubic metres/day 2004 2003 2002(b) 2001 2000 Europe Netherlands 47 43 43 44 40 UK 28 28 32 34 32 Germany 12 12 12 12 13 Denmark 119 998 Norway 78 756 Others 12 1 (c) (c) 106 102 104 104 99 Other Eastern Hemisphere Africa Nigeria 11 10 7 6 5 11 10 7 6 5 Middle East Oman 13 13 22 16 13 Egypt 66 774 Syria (c) (c) (c) 11 19 19 29 24 18 Asia Paciﬁc Malaysia 21 20 19 16 16 Brunei 16 16 14 14 13 Australia 12 11 11 11 10 New Zealand 7 8 13 13 4 Others 46 333 60 61 60 57 46 Total Other Eastern Hemisphere 90 90 96 87 69 USA 38 43 48 45 46 Other Western Hemisphere Canada 13 13 13 15 14 Others 22 211 15 15 15 16 15 Total 249 250 263 252 229

128 (a)(b) Location of activities 19.5(a) Exploration Production Shell Operator(c) 19.5(d) (at December 31, 2004) Onshore Offshore Onshore Offshore Onshore Offshore Europe Austria ((( Denmark (( Germany ((( Ireland (( Italy (( Netherlands (((((( Norway ((( UK ((( Africa Angola ( Cameroon ((( Gabon ((( (( Morocco (( Nigeria (((((( Asia Paciﬁc Australia (((( Brunei (((((( China (((( Malaysia ((( New Zealand ((((( Pakistan (( ( Philippines ((( Middle East, Russia, CIS UAE (Abu Dhabi) (( Azerbaijan ( Egypt ((( (( Iran (( Kazakhstan (( ( Qatar ( Oman ((( Russia ((((( Saudi Arabia (( Syria (( USA USA (((((( Other Western Hemisphere Argentina ( Canada ((((( Brazil ((( Venezuela (( (a) Including associated companies. (b) Where an associated company has properties outside its base country, those properties are not shown in this table. (c) In several countries where ‘‘Shell Operator’’ is indicated, a Group interest company is operator of some but not all exploration and/or production ventures.

129 (a)(b)(c)(d) Oil and gas acreage 19.5(a) thousand acres thousand acres 2003 2004 Undeveloped Developed Undeveloped Developed As restated (at December 31) Gross Net Gross Net Gross Net Gross Net Europe 8,449 3,200 14,024 4,904 10,172 3,204 15,977 5,307 Africa(e) 6,597 2,058 15,584 8,398 6,956 2,193 18,595 10,253 Asia Paciﬁc(f) 7,094 3,283 106,326 29,388 3,793 1,638 113,978 33,357 Middle East, Russia, CIS(g) 34,753 11,152 63,469 29,882 34,729 11,062 65,106 30,079 USA 961 531 3,998 2,864 1,512 694 4,040 2,802 Other Western Hemisphere 855 529 27,236 20,421 853 529 28,094 19,835 58,709 20,753 230,637 95,857 58,015 19,320 245,790 101,633

Number of productive wells(a)(b) 2003 19.5(d) 2004 Gas Oil Gas Oil As restated (at December 31) Gross Net Gross Net Gross Net Gross Net Europe 1,786 478 1,445 491 1,799 468 1,432 485 Africa(e) 1,215 396 36 12 1,380 414 43 14 Asia Paciﬁc(f) 1,191 551 237 90 1,313 726 247 99 Middle East, Russia, CIS(g) 3,795 1,198 40 38 3,673 1,145 203 129 USA 16,131 8,163 719 520 15,891 7,998 697 486 Other Western Hemisphere 117 112 329 270 116 111 322 265 24,235 10,898 2,806 1,421 24,172 10,862 2,944 1,478

(a) Number of net productive wells and dry holes drilled 19.5(d) 2003 2002 2001 2000 2004 As restated As restated As restated As restated Productive Dry Productive Dry Productive Dry Productive Dry Productive Dry Exploration Europe 62 63 94 64 73 Africa(e) 31 5— 64 71 41 Asia Paciﬁc(f) 55 57 33 81256 Middle East, Russia, CIS(g) 72 74 54 64 84 USA 23 10—10424 94 Other Western Hemisphere 1 2 2 5 2 2 3 3 1 2 24 15 35 19 35 21 32 28 34 20 Development Europe 27 — 19 1 47 — 38 — 15 — Africa(e) 11 — 20 1 39 — 14 — 12 — Asia Paciﬁc(f) 22 1 41 2 42 1 56 2 40 3 Middle East, Russia, CIS(g) 150 6 149 4 83 12 90 8 98 6 USA 504 1 465 — 559 1 549 2 492 3 Other Western Hemisphere 10 1 8 — 31 — 25 — 11 1 724 9 702 8 801 14 772 12 668 13

(a) Including associated companies. (b) The term ‘‘gross’’ relates to the total activity in which Group and associated companies have an interest, and the term ‘‘net’’ relates to the sum of the fractional interests owned by Group companies plus the Group share of associated companies’ fractional interests. (c) One thousand acres equals approximately four square kilometres. (d) Excludes oil sands. (e) Excludes Egypt. (f) Excludes Sakhalin. (g) Middle East and Former Soviet Union/Commonwealth of Independent States. Includes Caspian region, Egypt and Sakhalin.

130 thousand acres thousand acres thousand acres 2002 2001 2000 As restated As restated As restated Developed Undeveloped Developed Undeveloped Developed Undeveloped Gross Net Gross Net Gross Net Gross Net Gross Net Gross Net 10,417 3,259 19,752 6,930 9,570 3,031 12,616 4,581 9,399 2,973 13,951 4,920 6,289 1,886 25,394 15,516 6,489 1,984 20,804 11,658 6,491 1,973 18,963 11,261 3,963 1,864 118,471 40,446 3,762 1,816 115,294 41,691 3,766 1,599 85,219 37,893 35,448 11,435 18,544 12,771 34,509 11,021 22,921 15,379 34,504 10,962 25,546 18,648 1,557 754 4,670 3,183 1,599 702 3,931 2,609 1,967 934 4,280 2,743 832 509 33,338 22,840 767 492 35,709 22,001 1,197 824 49,219 27,368 58,506 19,707 220,169 101,686 56,696 19,046 211,275 97,919 57,324 19,265 197,178 102,833

2002 2001 2000 As restated As restated As restated Oil Gas Oil Gas Oil Gas Gross Net Gross Net Gross Net Gross Net Gross Net Gross Net 2,002 533 1,454 458 1,618 429 1,299 427 1,640 442 1,349 438 1,399 446 42 13 1,614 550 45 15 1,663 565 47 16 1,317 726 205 95 1,242 588 199 91 1,162 542 199 77 3,456 1,085 179 115 3,210 1,031 131 91 3,085 990 86 66 15,686 8,294 945 686 16,717 8,511 956 658 17,870 8,870 1,044 627 112 110 314 259 86 86 298 251 338 193 274 230 23,972 11,194 3,139 1,626 24,487 11,195 2,928 1,533 25,758 11,602 2,999 1,454

Number of wells drilling(a)(b) Exploration Development Total (at December 31, 2004) Gross Net Gross Net Gross Net Europe 6 2 10 4 16 6 Africa(c) 1—4151 Asia Paciﬁc(d) 215273 Middle East, Russia, CIS(e) 2 1 35 11 37 12 USA 8 5 16 9 24 14 Other Western Hemisphere 8 5 12 11 20 16 27 14 82 38 109 52

(a) Including associated companies. (b) See Note b on the previous page. (c) Excludes Egypt. (d) Excludes Sakhalin. (e) Middle East and Former Soviet Union/Commonwealth of Independent States. Includes Caspian region, Egypt and Sakhalin.

(b) Major interests

Major oil and gas interests as well as recent developments in countries where Group or associated 19.5(a) companies have exploration and production interests are summarised, by country, in the following 19.5(b) pages. Certain aspects of the legislation, regulations or agreements affecting the activities of the 19.5(c) signiﬁcant companies are also included. 19.5(d)

Europe Denmark A Group company has a 46% non-operator interest in a producing concession until 2012. The interest will be reduced to 36.8% thereafter, when the state will take a 20% interest in the concession. The licence was extended until 2042 in late 2003. Further, it holds interests in two (non-operated) exploration licences. Three other licences were relinquished in 2004.

131 Germany A Group company holds a 50% interest in the Brigitta & Elwerath Betriebsfuehrungs- gesellschaft (BEB) joint venture (50:50). Exploration and production licences are awarded under the terms of Germany’s Federal Mining Law. Most licences are awarded to more than one company and are governed by joint ventures. Operatorship is normally awarded to the party holding the highest equity share. BEB is involved in some 30 joint ventures with varying interests and is the main operator in Germany. Further German interests include the 43% Group share in the outside-operated Deutsche Offshore Konsortium. Royalties are determined by the individual German states on a yearly basis and are different for the production of natural gas and oil. Royalty incentives are given for the development of tight gas reservoirs. Activities include production activities, gas storage, the operation of two large sour gas treatment plants, numerous compression stations and some 3,000 km of pipelines. Ireland Shell E&P Ireland Ltd. (Group interest 100%) is the operator for the Corrib Gas Project (Shell equity 45%), currently under development, and has further exploration interests in four licences offshore Ireland, of which three are operated and one is non-operated. In October 2004, planning permission was granted for a proposed gas terminal at Bellanboy Bridge, County Mayo to bring Corrib gas ashore. Italy Shell Italia E&P S.p.A. (Group interest 100%) was part of the Group’s 2002 acquisition of Enterprise Oil. The main assets are onshore in southern Italy and include various interests in producing assets (Monte Alpi, Monte Enoc and Cerro Falcone which are operated by Eni on behalf of the JV partners), development projects (including Tempa Rossa, managed by Total) and nearby exploration prospects. Netherlands The Group share of natural gas and crude oil in the Netherlands is produced by Nederlandse Aardolie Maatschappij B.V. (NAM), (Group interest 50%) in a 50:50 joint venture. An important part of NAM’s gas production is from its very large onshore Groningen gas field in which the Dutch state has a 40% financial interest (through the wholly state-owned company EBN). NAM’s production of oil and gas is covered by production licences. Government participation in development and production varies between 0% and 50%, depending mainly on the legislation applicable when the licences were granted and whether the participation covered gas or oil. Production is preceded by an exploration licence, the duration of which, since 1997, varies with the work programme that has to be submitted with the application for a licence. In practice, this means a period of about three to ten years, which can be shortened by the authorities when the exploration effort falls short of the licence or permit programme. Upon making a commercial discovery, a production licence is granted. Production licences with respect to onshore fields, that were originally granted as onshore concessions under former legislation, are not currently limited in time but the duration of the licences with respect to offshore fields and licences granted under the new Mining Act (both relating to offshore and onshore) vary with the estimated production period — normally a period of 15 to 45 years. Norway As part of the Group’s acquisition of Enterprise in 2002, various assets owned by Enterprise Oil Norway AS (EONAS) were acquired. EONAS was brought under the ownership of A/S Norske Shell (Group interest 100%) in March 2003. A/S Norske Shell holds an interest in a number of production licences, seven of which encompass producing oil and gas fields. A/S Norske Shell also holds an interest in several potential development assets, including Ormen Lange and Skarv. The development decision for the major Ormen Lange gas development discovered in 1997 was taken by the joint venture in 2003, involving an onshore plant/terminal and pipelines for transportation to the markets in the UK and continental Europe. Of the exploration licences acquired through Enterprise, the majority have been divested, farmed out or relinquished. During 2004, Shell divested its interest in the producing Murchinson Field (Norwegian sector). Shell International Pipelines Inc. (Group interest 100%) holds interests in gas transportation and processing systems, pipelines and terminals. The licence period for these assets expires in the period from 2010 to 2020. United Kingdom Shell UK Limited (Group interest 100%) is one of the largest integrated oil and gas exploration and production companies operating in the UK (by production volumes). Shell operates most of its interests in the UK Continental Shelf on behalf of a 50:50 joint venture. Most of Shell UK’s production comes from the North Sea. Natural gas comes from associated gas in mixed oil and gas fields in the northern sector of the North Sea and gas fields in the southern sector of the North Sea. Crude oil comes from the central and northern fields, which include Brent, Nelson and Shearwater. Shell UK also has interests as a non-operator partner principally in the Atlantic margin, West of

132 Shetlands (Schiehallion/Loyal) fields. Licences issued before August 20, 1976 were valid for an initial period of six years. Following successful exploration, these were extended for a further 40 years in respect of half the original licence area. Licences issued between August 20, 1976 and June 13, 1980 were valid for an initial period of four years followed by a second period of three years. In cases of successful exploration, these licences were extended for a further 30 years after relinquishment of two- thirds of the acreage. From June 14, 1980, licences were granted for an initial period of six years (nine years for deepwater), and in successful cases extended for a further 30 years (40 years for deepwater) in respect of no more than half the licence area. Licences issued since July 1988 carry an additional requirement that if, after 12 years of the 30-year period, no field development has been approved, the licence must be surrendered. No royalty is payable on production from fields for which development approval was granted after April 1982; royalties for other fields was abolished with effect from January 2003. With effect from April 2002, a new oil tax on companies operating in the British North Sea was enacted, raising the marginal corporate tax rate from 30% to 40%. Production under older licences is also subject to Petroleum Revenue Tax. The overall effective tax rate changes annually, falling over time as the relative share of production from older licences declines. As part of the acquisition of Enterprise in 2002, various assets owned by Enterprise Oil UK Limited were acquired. During 2003 and 2004 a number of non-core assets were divested, including interests in the producing fields Kittiwake, Mallard, Montrose, Arbroath, Magnus, East Foinaven, Alba, Orion, Indefatigable, Scott and Telford.

Africa Angola Shell Development Angola B.V. (SDAN) sold its non-operated interest of 50% in Block 18 in December 2004 to Sonangol. Shell Deepwater Development A/S has a non-operating interest of 15% in Block 34.

Cameroon Pecten Cameroon Company (PCC) (Group interest 80%) has a 40% working interest in a PCC operated property (Mokoko-Abana), 24.5% interest in a non-operated property (Rio del Rey) and a 25% interest in exploration licences with the state oil company (SNH) and another partner.

Gabon Shell Gabon (Group interest 75%) has interests in eight onshore concessions/exploitation permits, five of which (Rabi/Kounga, Gamba/Ivinga, Toucan, Totou and Bende) are operated by the company. The Rabi/Kounga concession was transferred to a PSC with effect from January 1, 2003; it expires in 2022 and includes an option for a five-year extension. The Gamba/Ivinga concession expires in 2042. The Toucan concession expires in 2023 while the Totou/Bende concession expires in 2020. The other three concessions (Avocette, Coucal and Atora) expire between 2010 and 2018. Production in Gabon is dominated by the Rabi field, which is operated by Shell Gabon, which holds a 42.5% equity interest in the field. Shell Gabon’s portfolio also includes three exploration permits, one around the Gamba/Ivinga concession and two near the Rabi, Toucan and Avocette fields (Awoun and Ozigo). The Kenguerie Marin permit offshore Libreville held by Shell Gabon was relinquished in 2003. Two Group companies, Shell Offshore North Gabon B.V. (SONG) and Shell Offshore Gabon B.V. (SOSG), hold three permits in ultra-deepwater areas in the north and south. In 2003 SOSG relinquished four offshore licences (Panga, Douka, Astrid and Anton).

Morocco Two Group companies, Shell Exploration et Production du Maroc GmbH (SEPM), and Shell Deepwater Exploration Morocco GmbH (SDEM) have interests in two exploration licences offshore Morocco. SEPM is operator of and has a 60% paying interest in ﬁve deepwater ‘‘Rimella’’ blocks A-E. Partners are Repsol YPF (26.7%) and Wintershall (13.3%) during 2004. The exploration licence is for an initial period of ﬁve years (effective January 2001). SDEM is operator and has a 51.46% equity interest (68.62% paying interest) in Cap Draa offshore concession. Other partners are Wintershall AG (15.69%) and Energy Africa Morocco Ltd (15.69%).

Nigeria The Shell Petroleum Development Company of Nigeria Ltd. (SPDC) (Group interest 100%) is the operator of a joint venture (Group interest 30%) with the Nigerian National Petroleum Corporation and two other companies. The venture’s onshore oil and gas mining leases expire in 2019 and offshore leases expire in 2008. In late 2004, the government of Nigeria revoked some SPDC licences. Discussions on this continue into 2005. SPDC expects to retain the majority of the value in the licences. The licences in question are undeveloped and contain no proved reserves.

133 Shell Nigeria Exploration & Production Company (SNEPCO) (Group interest 100%) operates under a PSC (30-year term) with a 55% working interest in deepwater block OPL-212 and OPL-219. SNEPCO also has a 49.81% interest in deepwater blocks OML-125 and OPL-211 (Agip operated), and a 43.75% interest in deepwater block OPL-209 (ExxonMobil operated). Shell Nigeria Offshore Prospecting Limited (SNP) (Group interest 100%) has a 35% working interest in block OPL250 (PSC, ChevronTexaco operated). Shell Nigeria Ultra Deep Limited (SNUD) (Group interest 100%) has a 100% interest in block OPL245 (PSC). Shell Nigeria Exploration Properties Alpha Ltd. (SNEPA) (Group interest 100%) operates under a 100% working interest in deepwater block OPL322 (40% Shell equity, 50% PSC with NNPC, 10% PSC with indigenous operator Dajo Oil). Somalia Shell Somalia B.V. holds a 50% working interest and operatorship of Blocks M3-M7, where operations are currently suspended due to force majeure conditions.

Asia Pacific Australia Shell Development Australia (SDA) (Group interest 100%) has interests in a number of offshore production and exploration licences in the Carnarvon basin (namely the North-West Shelf (NWS) and Greater Gorgon fields), Browse basin and Timor Sea area. The interests are either held directly and/or indirectly through a shareholding (34%) in Woodside Petroleum Ltd. (Woodside), which is the operator on behalf of six joint-venture participants of the NWS gas/condensate and oil fields. Gas and condensate are produced from the North Rankin and Goodwyn facilities to an onshore treatment and LNG facility on the Burrup peninsula. Woodside is also the operator of the producing Laminaria and Corallina fields situated in the Timor Sea. In 2005, SDA announced its divestment of non-operated stakes in the Laminaria and Corallina fields. Together with Woodside, Shell also has interests in significant liquid-rich gas fields in the Timor Sea (notably Greater Sunrise) as well as the Browse basin. SDA is also a non-operating participant in the Gorgon Joint Venture in the Carnarvon basin (operator Chevron Texaco Australia Pty Ltd), with interests ranging from 12.5% to 28.57% in gas fields in the Greater Gorgon area, situated West of Barrow Island. Bangladesh In June 2004, a Group company divested a 37.5% interest in the Sangu field development area. Another Group company divested a 45% interest in exploration Block 5, a 22.5% interest in Block 7, and a 45% interest in Block 10. Brunei A Group company is a 50% shareholder in Brunei Shell Petroleum Company Sendirian Berhad (the other 50% shareholder being the Brunei government). The company, which has long-term oil and gas concession rights both onshore and offshore Brunei, sells most of its natural gas production to Brunei LNG Sendirian Berhad (Group interest 25%). A Group company has a 35% share in the non- operated Block B Joint Venture (BBJV) concession where gas is produced from the Maharaja Lela Field. China Group companies hold a 30% interest in the offshore South China Sea Xijiang producing field. Shell holds 100% of the contractor’s interest in the Changbei Petroleum Contract with China National Petroleum Corporation (CNPC), to assess the development potential of the Changbei gas field in the Ordos Basin of western onshore China. Malaysia Group companies have 19 PSCs with the state oil company Petronas. In many of these contracts Petronas Carigali Sendirian Berhad (PCSB), a 100% Petronas subsidiary, is the sole joint venture partner. Shell is the operator, with a 50% working interest, of eight non-associated producing gas fields and the operator, with a 37.5% working interest, of a further two non-associated producing gas fields. The majority of the gas is supplied to Malaysian LNG Sendirian Berhad (Group interest 15% in MLNG Dua & Tiga plants) for deliveries of liquefied natural gas to customers mainly in Taiwan, Japan and Korea. Regarding oil production and exploration, Shell has a 40% equity stake in the non-operated Baram Delta PSC and exploration interests in the deepwater SK-E block and inboard blocks SK-307, SK-308 and SK-312. Shell operates five producing fields in Sabah waters of which Kinabalu (80% equity share) is the largest. Group companies also have PSCs for exploration and production in Blocks SB-301, SB-303, SB-G and SB-J offshore Sabah. A Group company operates an exploration licence

134 offshore Peninsular Malaysia (PM-303), where Shell also holds a 50% interest in Blocks PM-301 and PM-302, which are operated by a Joint Operating Company with PCSB. New Zealand Group companies have a 83.75% interest in the production licence for the offshore Maui gas field. In addition, Group companies have a 50% interest in the onshore Kapuni gas field and a 48% interest in the undeveloped Pohokura gas field. The gas produced is sold domestically, mainly under long-term contracts. Group companies also have interests in other exploration licence areas in the Taranaki Basin. All of these interests are operated by Shell Todd Oil Services Ltd, a service company (Group interest 50%). Pakistan A Group company (Group interest 100%) holds a 28% non-operated interest in the Bhit and Badhra Development and Production Leases. These leases were excised from the Kirthar Exploration Licence which was relinquished in 2003. Another Group company (Group interest 100%) holds 47.5% of an operated deepwater licence offshore of Pakistan that was acquired in April 1998. The Group originally held a 95% interest in this licence, which was reduced following a farm-out of 50% of the Group interest in 2003. Philippines Group companies hold a 45% interest in the deepwater PSC for block SC-38. The SC-38 interest includes an exploration area and a production licence, the latter relating to the Malampaya and San Martin fields. Current production is gas and condensate from the Malampaya field via a platform located offshore north west of the island of Palawan. Condensate is exported via tankers at the platform and gas is transported via 504 km pipeline to an onshore gas plant in Batangas, on the main island of Luzon. Gas is sold to three combined-cycle gas turbine power plants. In addition to SC-38, Shell currently holds a 50% interest in the deepwater exploration acreage of GSEC-99 north east of Palawan Island. Thailand In January 2004, a Group company was sold, which held a 75% interest in the onshore S1 concession, containing the producing Sirikit oil field, and a 100% interest in the non-producing offshore Block B6/27.

Middle East, Russia, CIS (including Sakhalin, Egypt and Caspian region) Abu Dhabi Crude oil and natural gas liquids are produced by the Abu Dhabi Company for Onshore Oil Operations in which a Group company’s concessionary share is 9.5% (licence expiry in 2014), arising from a 23.75% Group interest in the Abu Dhabi Petroleum Company, which in turn holds a 40% interest in the concession granted by the Abu Dhabi government. A Group company has a 15% interest in Abu Dhabi Gas Industries Limited, which extracts propane and butane, as well as heavier liquid hydrocarbons, for export sales from wet associated natural gas produced by Abu Dhabi Petroleum Company. Azerbaijan A Group company holds a 25% interest in the non-operated Inam licence, offshore of Azerbaijan. Egypt Shell Egypt (Group interest 100%) participates as operator in five exploration concessions (the West Sitra concession was acquired and the Rosetta concession was divested in 2004) and in four development leases (the Rashid lease was divested in 2004). All concessions and leases are granted on the basis of PSCs. Included in Shell Egypt’s portfolio is an 84% interest in the North-eastern Mediterranean deepwater concession. Shell Egypt has a 50% interest in Badr Petroleum Company (Bapetco), a joint venture company with the Egyptian General Petroleum Corporation (the Egyptian national oil company). Bapetco executes the operations for those producing fields where Shell has formal operatorship. Iran A Group company (Group interest 100%) has a 70% interest in an agreement with the National Iranian Oil Company (NIOC) to develop the Soroosh and Nowrooz fields in the northern Gulf. This Group company is currently operating the development with a view to handing over operatorship to NIOC once full production has been reached. Kazakhstan A Group company currently holds a 16.67% interest in the North Caspian PSC in respect of some 6,000 sq. kms offshore in the Kazakhstan sector of the Caspian Sea. Development of the giant Kashagan field (declared commercial in 2002) is ongoing. Oil and gas discoveries have also been made

135 at Kalamkas, Aktote, Karain, and Kashagan SW and all are being further appraised. Shell holds a 50% interest in Arman Joint Venture, a small onshore producing company. Oman A Group company has a 34% interest in Petroleum Development Oman (PDO), which is the operator of an oil concession expiring in 2044, (after an extension during 2004) or at such a later date as the government and the 40% concession-owning company Private Oil Holdings Oman Ltd. (in which a Group company has an 85% shareholding) may agree. Gas Investment and Services Company Ltd. (GISCO) (Group interest 85%) holds a gas operating agreement which appoints PDO as the operator for any gas discovered in central Oman until 2024, with provisions for extension upon agreement with the government. The first major central Oman gas project involves the supply of gas to customers in the Sur area of north-east Oman, the largest of which is Oman LNG (Group interest 30%). The GISCO funded investment in the Central Oman Gas project is repaid at December 31, 2004 by the Government of the Sultanate of Oman. The management of the Operating Agreement is therefore the sole activity and source of income of Gisco after December 31, 2004. Qatar In July 2004, Shell signed a Development Production Sharing Agreement with the Qatar government to build a world-scale Gas to Liquids plant, with Shell as the 100% investor. Condensate- rich gas will be supplied from two platforms in the giant North Field located some 50 km offshore. The project start up is planned for 2009. In February 2005, the Group and Qatar Petroleum signed a Heads of Agreement for the development of a large-scale LNG project (Qatargas 4, Group interest 30%). The project comprises the integrated development of upstream gas production facilities to produce 1.4 billion cubic feet per day of gas and substantial quantities of associated liquids from Qatar’s North field, a single LNG train yielding approximately 7.8 million tonnes per annum of LNG for a period of 25 years and shipping of the LNG to the intended markets in North America and Europe. LNG deliveries are expected to commence around 2010-2012. Russia Shell Sakhalin Holdings, B.V. (Group interest 100%) holds a 55% interest in Sakhalin Energy Investment Company Ltd. (SEIC). SEIC continues seasonal oil production from the Molikpaq facility on the Piltun-Astokhskoye field, offshore Sakhalin Island. Full development of the Piltun Satokhskoye oil field and Lunskoye gas field, including an LNG plant in the south of Sakhalin Island, continued during 2004. Salym Petroleum Development (Group interest 50%) continued to develop the Salym fields in Western Siberia during 2004. Shell holds a 5.425% interest in the Caspian Pipeline Company which manages a pipeline running from Western Kazakhstan to the Black Sea. Saudi Arabia Shell is conducting an exploration programme in the Rub Al-Khali area in the south of the Kingdom. Shell will lead the project and has a 40% interest, with Total and Saudi Aramco holding 30% each. Syria A registered branch of Syria Shell Petroleum Development B.V. (Group interest 100%) holds undivided participating interests ranging from 62.5% to 66.67% in three Production Sharing Contracts that expire between 2008 and 2014 (Deir Ez Zor, Fourth Annex and Ash Sham, which were each amended in 2004 to include deep and lateral formations). In addition, Group companies are parties to a gas utilisation agreement for the collection, processing and sharing of natural gas from designated fields for use in Syrian power generation and other industrial plants.

USA Shell Exploration & Production Company (SEPCo) (Group interest 100%) produces crude oil, natural gas and natural gas liquids principally in the Gulf of Mexico, California, Texas and Wyoming. The majority of SEPCo’s oil and gas production interests are acquired under leases granted by the owner of the minerals underlying relevant acreage (including many leases for federal onshore and offshore tracts). Such leases are currently running on an initial ﬁxed term that is automatically extended by the establishment of production for so long as production continues, subject to compliance with the terms of the lease (including, in the case of federal leases, extensive regulations imposed by federal law). As part of the Group’s acquisition of Enterprise Oil, SEPCo acquired interests in the Boomvang

136 development, which started production in 2002, and in the Tahiti discovery. SEPCo also acquired additional interests in the Pinedale ﬁeld in the Rocky Mountain region under two separate transactions. Afﬁliates of SEPCo hold a 51.8% interest in a USA-based exploration and production limited liability company, Aera Energy LLC, holding exploration and production assets in California. This venture is accounted for using the equity method of accounting.

Other Western Hemisphere Argentina Shell Compania Argentina de Petroleo (CAPSA) (Group interest 100%) holds a 22.5% interest in the Acambuco concession. Brazil Shell Brasil Ltda (Group interest 100%) has interests in 16 deepwater exploration blocks — five operated (BS-4, BC-10, BM-ES-10, BM-S-31, and SM-170) and 11 non-operated (BC-2, BM-FZA-1, BM-S-8, BM-C-14, BM-C -25, BM-S-17, BM-S-19, SM-320, SM-322, CM-103, CM-151 and ES-M-525). Shell is in the process of withdrawing from three of these non-operated blocks (BC-2, BMC-14 and BMS-17) and formalisation is pending regulatory filings and approval in Brazil. Group interest in these blocks ranges from 15% to 100%. Shell Brasil also operates and has an 80% interest in the Bijupira´ & Salema operations, offshore of Rio de Janeiro. Production from the fields commenced in August 2003. The Group retains an interest in the producing offshore Merluza gas field through Pecten Victoria Inc (Group interest 100%). The field is operated by Petrobras. Canada Shell Canada Ltd (Group interest 78%) is a significant producer of natural gas, natural gas liquids, bitumen, synthetic crude and sulphur. The majority of its gas production comes from the Foothills region of Alberta (Shell Canada’s approximate interest is 85%) and the Sable gas fields offshore of Nova Scotia (Shell Canada’s interest is 31% in the Sable offshore fields and 34% in the onshore gas plant). Exploration rights in Canada are generally granted for terms ranging from one to nine years. Subject to certain conditions, exploration rights can be converted to production leases, which may be extended as long as there is commercial production pursuant to the lease. Shell Canada produces heavy oil through thermal recovery in the Peace River area (Shell Canada’s interest is 100%) and recently completed a new oil sands mining project in the Athabasca oil sands area of Northern Alberta. Shell Canada holds a 60% interest in the Athabasca Oil Sands Project (AOSP) under a joint venture agreement to develop and produce synthetic crude from Shell’s Athabasca oil sands leases. The AOSP is comprised of the following: — the Muskeg River mine, which has a capacity of 155,000 barrels of bitumen per day and is located 75km north of Fort McMurray, Alberta. The mine uses trucks and shovels to excavate the oil sands, as well as advanced extraction technologies to separate the bitumen from the sand. — the Scotford upgrader, which is adjacent to Shell Canada’s existing Scotford refinery north of Fort Saskatchewan, Alberta. The Scotford upgrader processes bitumen from the Muskeg River mine into a range of synthetic crude oils and is operated by Shell Canada. The production of bitumen and synthetic crude is considered under the SEC’s regulations to be mining activity rather than oil and gas activity. Venezuela Shell Venezuela S.A. (Group interest 100%) holds an Operating Service Agreement (expiring in 2013) with a state oil company, Petroleos de Venezuela (PDVSA), to develop and produce the Urdaneta West Field in Lake Maracaibo.

2. Proved reserves (Unaudited) Reserves Net quantities (which are unaudited)(1) of proved oil and gas reserves are shown in the tables below (in this Part IX). Proved reserves are the estimated quantities of crude oil, natural gas and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable 19.5(c)

(1) Reserves, reserves volumes and reserves related information and disclosure are referred to as ‘‘unaudited’’ as a means to clarify that this information is not covered by the audit opinion of the independent registered accounting ﬁrms that have audited and reported on the ﬁnancial statements of the Group or the Parent Companies.

137 in future years from known reservoirs under existing economic and operating conditions, i.e., prices and costs as of the date the estimate is made. Proved developed oil and gas reserves are reserves that can be expected to be recovered through existing wells with existing equipment and operating methods. The unaudited reserve volumes reported exclude volumes attributable to oil and gas discoveries which are not at present considered proved. Such volumes will be included when technical, ﬁscal and other conditions allow them to be economically developed and produced. Proved reserves are shown net of any quantities of crude oil or natural gas that are expected to be taken by others as royalties in kind but do not exclude quantities related to royalties expected to be paid in cash (except in North America and in other situations in which the royalty quantities are owned by others) or those related to ﬁxed margin contracts. Proved reserves include certain quantities of crude oil or natural gas which will be produced under arrangements which involve Group companies in upstream risks and rewards but do not transfer title of the product to those companies. Oil and gas reserves cannot be measured exactly since estimation of reserves involves subjective judgment. These estimates remain subject to revision and are unaudited supplementary information.

Recategorisation and restatement of unaudited proved reserves volumes 19.5(e) First Half Review As announced on January 9, 2004, March 18, 2004, and April 19, 2004, the Group reviewed its proved reserves inventory (with the assistance of external consultants) during the period from late 2003 to April 2004 (collectively, the First Half Review). Following the First Half Review, 4,474 million barrels of oil equivalent (boe)(2) previously booked at December 31, 2002 as proved reserves were recategorised as not proved. The results of the First Half Review were reflected in the restatement of proved reserves and of the standardised measure of discounted future net cash flows contained in the 2003 Annual Report and Accounts and the 2003 Annual Report on Form 20-F, as originally filed on June 30, 2004 (the First Reserves Restatement).

Second Half Review As announced on October 28, 2004, November 26, 2004 and February 3, 2005, the Group performed additional reviews of its proved reserves inventory (with the assistance of external consultants) during the period from July 2004 to December 2004 (collectively, the Second Half Review). As a result of the Second Half Review, 1,371 million boe previously booked at December 31, 2003 as proved reserves were recategorised as not proved. These changes are reflected in the restatement of proved reserves and the standardised measure of future cash flows contained in this Report (the Second Reserves Restatement). The Second Reserves Restatement was also reflected in Amendment No. 2 to the 2003 Annual Report on Form 20-F, as filed with US Securities and Exchange Commission (SEC) on March 7, 2005. (The First Reserves Restatement and the Second Reserves Restatement are collectively referred to as the Reserves Restatements.) The Second Half Review reflected the implementation of certain remedial actions undertaken following the First Half Review and First Reserves Restatement, and in light of the report of Davis Polk & Wardwell to the Group Audit Committee. These actions were designed to strengthen the controls relating to the reporting of proved reserves and included the following: — The Group’s reserves reporting guidelines were revised to comply with the SEC requirements and published SEC staff guidance. — The Group implemented a program to train approximately 3,000 staff members in the revised proved reserve guidelines. This training effort was substantially completed during the fourth quarter of 2004. — Beginning in July 2004, asset teams in each operating unit, using the revised guidelines and in some cases assisted by external consultants, undertook a reservoir-by-reservoir review of the Group’s proved reserve base as part of its annual reserves determination process.

(2) The Group converts natural gas to crude oil equivalent using a factor of 5,800 standard cubic feet per barrel.

138 — Teams from Group internal audit, assisted by separate external consultants, conducted on-site reviews to evaluate compliance of reported volumes with SEC requirements, as well as the functioning of the reserves control framework and governance. For 2004, this audit process covered approximately 90% of the Group’s proved reserves originally reported in the 2003 Annual Report on Form 20-F, as ﬁled with the SEC on June 30, 2004 (14,350 million boe). The ﬁndings of Group internal audit are reported directly to management and the Group Audit Committee. — All changes to proved reserves, were agreed by the Regional Reserves Committee and the Global Reserves Committee and reviewed by the Executive Committee, the Group Audit Committee and the boards of the Parent Companies. See ‘‘Controls and Procedures — Remedial Actions Taken in 2004’’ in paragraph 11 of Part VIII of these Listing Particulars for an additional discussion of the remedial actions taken following the First Half Review and in light of the report to the Group Audit Committee of Davis Polk & Wardwell.

Reserves Restatements The effects of the First Reserves Restatement were set forth in the 2003 Annual Report and Accounts and the 2003 Annual Report on Form 20-F, as filed with the SEC on June 30, 2004. The effects of the Second Reserves Restatement are set forth in the tables below, which reflect a restatement of the Group’s unaudited proved reserve volumes for the two years ended December 31, 2002 and December 31, 2003, as well as a restatement of the standardised measure of discounted future cash flows.

Variations from SEC Requirements The Group determined that during the periods prior to the Reserves Restatements, its reserves bookings were not fully consistent with the deﬁnition of proved reserves as set forth in Rule 4-10 of Regulation S-X under the U.S. Securities Exchange Act of 1934 (Rule 4-10), and the interpretations of that Rule by the staff of the Division of Corporation Finance of the SEC. In particular, the Group determined that its prior guidelines contained interpretations and allowed for reserve determinations that were not consistent with Rule 4-10 and SEC staff interpretations of Rule 4-10. The principal areas of variation that are reﬂected in the First and Second Reserves Restatements are discussed below.

First Reserves Restatement

Investment commitment Volumes of hydrocarbons were booked as proved reserves with respect to certain projects for which there was found subsequently not to be a sufficient level of investment commitment to conclude that there was ‘‘reasonable certainty’’ of recovery of those volumes in future years under existing economic and operating conditions (as defined in SEC staff interpretations of Rule 4-10). Under prior Group guidelines, proved reserves were booked in some cases upon progress with development planning. However, this did not in all cases meet the requirement under Rule 4-10 to demonstrate specific commitment to development actions. Examples include properties in Nigeria (various fields), Norway (Ormen Lange field) and New Zealand (Pohokura field). This factor was also a consideration in Australia (Gorgon field).

Market assurance Volumes of hydrocarbons were booked as proved reserves with respect to certain projects for which there was insufﬁcient evidence of future market demand at the date of booking to conclude that there was ‘‘reasonable certainty’’ that it would be economic to recover those volumes under conditions existing at the date of booking. The primary example of this category was Australia (Gorgon ﬁeld and other North West Shelf properties), but it was also a factor in determining reserves restatements for other properties that rely on the long-term extension or renewal of existing sales contracts.

Governmental or regulatory approval Volumes of hydrocarbons were booked as proved reserves with respect to certain projects for which governmental or regulatory approvals were not sufﬁciently assured for there to be ‘‘reasonable

139 certainty’’ of the recovery of those volumes in future years. The main examples of such properties are in Kazakhstan (Kashagan field), Ireland (Corrib field), Italy (Tempa Rossa field) and The Netherlands (Waddenzee fields).

Field performance and project delivery Volumes of hydrocarbons were booked and maintained as proved reserves with respect to certain development projects in producing ﬁelds notwithstanding a deferment in project execution or a decline in actual production volumes and forecasts when these indications should have suggested that there was no longer ‘‘reasonable certainty’’ that the originally estimated volumes would be recovered in the future. These issues arose mainly in ﬁelds in the Middle East and Nigeria.

Year-end pricing Volume entitlements under Production Sharing Contracts, and other agreements for which reserves are estimated using the ‘‘economic entitlement’’ method, were determined using the prices that were used internally by the Group for screening investment decisions and for business planning, rather than the year-end price as required under Rule 4-10. When applying year-end prices to such reserves estimates, the resulting reserves ﬁgure is usually inversely related to product price, such that at times of high price there will be a lower reserves entitlement than at times of low price, all other factors being equal. Several properties in the Group’s portfolio are affected in this manner.

Technical definition Volumes of hydrocarbons were booked as proved reserves with respect to some projects prior to the development of sufficient data to meet certain technical requirements established by the SEC staff in interpreting the definition of ‘‘reasonable certainty’’ in Rule 4-10. The primary examples are: — Lowest Known Hydrocarbon: In some cases, volumes occurring below the ‘‘Lowest Known Hydrocarbon’’ (ie, the deepest point that has been logged as hydrocarbon-bearing) had been included in proved reserves estimates. Such volumes were considered defensible prior to 2003 generally on the grounds that evidence of the location of fluid contacts was available through measurements of the pressure gradients in the reservoirs concerned. This volume was estimated to be 172 million boe at the end of 2003 and was accounted for as a revision during the year 2003. It was not reflected in the Reserves Restatements for prior years. — Proved Area — Lateral Extent: In some cases, volumes occurring in parts of the reservoir that are more than one offset development well location from existing well penetrations had been booked as proved reserves in the absence of sufficient proof of continuous and economically productive reservoir in the areas concerned. This volume was estimated to be 180 million boe at the end of 2003 and substantially all was accounted for through restatement of proved reserves for prior years. The 2003 reserves additions as announced on February 5, 2004 were also reduced by approximately 180 million boe as a result of these issues. — Improved Recovery — Availability of Suitable Analogues: In some cases, volumes related to the successful implementation of improved recovery processes had been booked as proved reserves in the absence of either qualifying analogues or sufficient performance proof. SEC guidance requires ‘‘reasonable certainty’’ that the processes would be effective in the specific reservoirs concerned. This volume was estimated to be 160 million boe at the end of 2003 and substantially all was accounted for through restatement of proved reserves for prior years. — Recovery Factor Forecasting Methodology: In some cases, volumes booked on the basis of sophisticated computer modelling were not sufficiently supported by actual reservoir performance, as seen principally in decline curve analysis, to satisfy the requirement of ‘‘reasonable certainty’’ in the estimation of proved reserves. This volume was estimated to be 160 million boe at the end of 2003 and substantially all was accounted for through the revisions occurring during the year 2003. — Economic Producibility: In some cases, proved reserves may have been assigned to reservoirs in the absence of information from a combination of electrical and other type logs and core analyses sufficient to indicate the reservoirs were analogous to similar reservoirs in the same field which were

140 producing or had demonstrated the ability to produce on a formation test. However, there were no material instances of reserves being debooked solely for this reason.

Royalty For the years ended 1999 to 2002, proved reserves and production had been recorded with respect to royalties paid in cash on properties in Canada. These were removed from proved reserves, resulting in a reduction in unaudited proved reserves of 103 million boe at December 31, 2003 and 89 million boe at December 31, 2002, and a reduction in production of 9 million boe for 2003 and 14 million boe for 2002.

Second Reserves Restatement

Lowest Known Hydrocarbon In some cases, volumes occurring below the ‘‘Lowest Known Hydrocarbon’’ (i.e., the deepest point that has been logged as hydrocarbon-bearing) had been included in proved reserves estimates. Such volumes were considered defensible prior to 2003 on the grounds that evidence of the location of fluid contacts was available through measurements of the pressure gradients in the reservoirs concerned. The volume identified in the Second Half Review was estimated to be 71 million boe at the end of 2003 (5% of the Second Reserves Restatement) and was accounted for as a revision during 2003. Africa accounted for 60% of this volume followed by Asia Pacific (25%) and Europe (15%).

Proved Area — Lateral Extent In some cases, volumes occurring in parts of the reservoir that are more than one offset development well location from existing well penetrations had been booked as proved reserves in the absence of sufficient proof of continuous and economically productive reservoir in the areas concerned. The volume identified in the Second Half Review was estimated to be 420 million boe at the end of 2003 (31% of the Second Reserves Restatement) and was accounted for through restatement of proved reserves for prior years. Africa accounted for 48% of this volume followed by Asia Pacific (32%) and Middle East (13%).

Improved Recovery — Availability of Suitable Analogues In some cases, volumes related to the successful implementation of improved recovery processes had been booked as proved reserves in the absence of either qualifying analogues or sufficient performance proof. SEC guidance requires ‘‘reasonable certainty’’ that the processes will be effective in the specific reservoirs concerned. The volume identified in the Second Half Review was estimated to be 127 million boe at the end of 2003 (9% of the Second Reserves Restatement) and was accounted for through restatement of proved reserves for prior years. Western Hemisphere (excluding USA) accounted for 48% of this volume followed by Africa (42%) and Europe (10%).

Recovery Factor Forecasting Methodology In some cases, volumes booked on the basis of sophisticated computer modelling were not sufficiently supported by actual reservoir performance, as seen principally in decline curve analysis, to satisfy the requirement of ‘‘reasonable certainty’’ in the estimation of proved reserves. The volume identified in the Second Half Review was estimated to be 681 million boe at the end of 2003 (50% of the Second Reserves Restatement) and was accounted for through restatement of proved reserves for prior years. Europe accounted for 45% of this volume followed by Asia Pacific (27%) and Africa (26%).

Other Reasons In some cases, volumes were removed from proved reserves for other reasons, principally lack of investment commitment. The volume identiﬁed in the Second Half Review was approximately 73 million boe at the end of 2003 (5% of the Second Reserves Restatement).

Effect of Reserves Restatements The tables set out below (in this Part IX) show restated amounts of unaudited proved reserve volumes and a restated calculation of the standardised measure of discounted future net cash ﬂows for 2003 and

141 2002 giving effect to Reserves Restatements. The allocation to particular years of quantities to be removed from the proved reserves category for some of the mature producing areas involved the use of estimates as to timing, owing to the practical difficulties in associating particular volumes with particular projects at specific times in the past. Effect was given to the Reserves Restatements through the removal of proved reserves either in the year in which those reserves were originally booked or the year during which those reserves no longer constituted proved reserves under the SEC rules, as applicable. The table set out below presents a statement of proved reserves (or standardised measure) as reported in the 2003 Annual Report and Accounts and the 2003 Annual Report on Form 20-F, as filed with the SEC on June 30, 2004 (which gave effect to the First Reserves Restatement), the effects of the Second Reserves Restatement on the opening reserves or standardised measure balances for each year concerned, the effect of the Second Reserves Restatement on movements during each year and the restated closing balance. The effect of the Reserves Restatements on unaudited proved reserve volumes and the standardised measure for each of the years covered by this report is summarised as follows:

Year ended December 31, 2003 At December 31, 2003 (and January 1, 2004), the aggregated effect on unaudited proved reserve volumes of the Second Reserves Restatement (the First Reserves Restatement did not affect 2003) was 1,371 million boe, comprising 791 million barrels of crude oil and natural gas liquids and 3,362 thousand million standard cubic feet of gas. This amounts to 10% of the total proved reserves originally stated in the 2003 Annual Report on Form 20-F, as filed with the SEC on June 30, 2004 (14,350 million boe). Of the total proved reserves restated, 93% (1,271 million boe) was attributable to Group companies and the remainder was attributable to associated companies. 43% of the total had been in the proved developed reserves category and 57% had been categorised as proved undeveloped reserves. Africa accounted for 38% of the restatement, Europe 28%, Asia Pacific 21%, Middle East 7%, USA 1% and Other Western Hemisphere 6%. Please refer to the narrative above for explanation of the principal reasons for the Second Reserves Restatement. After giving effect to the Reserves Restatement, the proportion of total unaudited proved reserve volumes that was accounted for as proved developed reserves at that date increased from 56%, as originally stated, to 57%. The Second Reserves Restatement gave rise to an estimated reduction of $5,672 million in the standardised measure of discounted future net cash flow for Group companies and a further $327 million for associated companies. Together, these effects equate to approximately 10% of the total standardised measure that was originally stated at that date. The effect of the combined Reserves Restatements on the standardised measure of discounted future net cash flows on 2002 and earlier years is disproportionately low (17% in 2002) compared with the effect on proved reserves (29% in 2002) primarily due to the fact that particularly for the First Reserves Restatement many of the volumes affected are located in relatively low margin operating areas and that the majority are undeveloped (the cost of development for these reserves tends to suppress the standardised measure of these volumes, as compared to the standardised measure for volumes that have already been developed). The effect of the Second Reserves Restatement on the standardised measure of discounted future cash flows for year end 2003 (10%) is the same as the effect on proved reserves (10%). The volumes affected are not located primarily in low margin areas and there is a higher percentage of proved developed volumes than in the First Reserves Restatement.

Year ended December 31, 2002 At December 31, 2002 (and January 1, 2003), the aggregated effect on unaudited proved reserve volumes of the First Reserves Restatement and the Second Reserves Restatement was 5,626 million boe, comprising 3,493 million barrels of crude oil and natural gas liquids and 12,373 thousand million standard cubic feet of gas. This amounts to 29% of the total unaudited proved reserve volumes originally stated at that date (19,346 million boe). Of this total, 4,474 million boe was reﬂected in the First Reserves Restatement, comprising 2,795 million barrels of crude oil and natural gas liquids and 9,736 thousand million standard cubic feet of gas. The balance of 1,153 million boe is reﬂected herein

142 as part of the Second Reserves Restatement. Of the total unaudited proved reserves restated as part of the Second Reserves Restatement, 92% (1,060 million boe) was attributable to Group companies and the remainder was attributable to associated companies. 42% of the total had been in the proved developed reserves category and 58% had been categorised as proved undeveloped reserves. Africa accounted for 35% of the Second Reserves Restatement, Asia Pacific 26%, Middle East 3%, Europe 21%, and Other Western Hemisphere 15%. Please refer to the narrative above for explanation of the principal reasons for the Second Reserves Restatement. After giving effect to the Second Reserves Restatement, the proportion of total unaudited proved reserve volumes that was accounted for as proved developed reserves at that date increased from 56%, as stated in the 2003 Annual Report and Accounts and 2003 Annual Report on Form 20-F, as filed with the SEC on June 30, 2004, to 57%. The Reserves Restatements gave rise to an aggregate estimated reduction of $10,542 million in the standardised measure of discounted future net cash flow for Group companies and a further $1,470 million for associated companies. Together, these effects equate to approximately 17% of the total standardised measure that was originally stated at that date in the 2003 Annual Report and Accounts and 2003 Annual Report on Form 20-F, as filed with the SEC on June 30, 2004. The reduction of the net present value disclosed by the standardised measure includes an offset due to the correction of an error in the original statement that was discovered during compilation of the restated figures. The error related to the application of an incorrect net margin accruing to production on a fixed margin contract and resulted in an understatement of approximately 1% of the standardised measure value originally reported for the year 2002. The percentage effect is even less in 2001. Of the total reduction, $6,648 million was reflected in the First Reserves Restatement and $5,364 million is reflected herein as part of the Second Reserves Restatement.

Years prior to 2002 In certain cases, the affected unaudited proved reserve volumes have been removed from the proved category in years prior to 2002. Although not tabulated in detail in this report, a summary of the estimated effects on prior years is as follows: — At December 31, 2001 (and January 1, 2002), the aggregated effect on unaudited proved reserves of the Reserves Restatements was 5,324 million boe, comprising 3,205 million barrels of crude oil and natural gas liquids and 12,293 thousand million standard cubic feet of gas. This amounted to 28% of the total unaudited proved reserve volumes originally stated at that date (19,095 million boe). Of the volumes restated, 88% (4,683 million boe) were attributable to Group companies and the remainder were attributable to associated companies. 16% of the total had been in the proved developed reserves category and 84% had been categorised as proved undeveloped reserves. Africa accounted for 45% of the total restatement, Asia Paciﬁc 33%, Middle East 11%, Europe 7%, and Other Western Hemisphere 4%. Various properties in Nigeria accounted for 43% of the restated volumes at that date, Australia accounted for 19% of the total. The effect of applying year end pricing accounted for 4% of the total; — at December 31, 2000 (and January 1, 2001), the aggregated effect on unaudited proved reserves of the Reserves Restatements was 5,584 million boe, comprising 3,346 million barrels of crude oil and natural gas liquids and 12,979 thousand million standard cubic feet of gas. This amounted to 29% of the total unaudited proved reserves originally stated at that date (19,455 million boe). Of the total aggregated effect, 89% (4,995 million boe) was attributable to Group companies and the remainder was attributable to associated companies. 15% of the total had been in the proved developed reserves category and 85% had been categorised as proved undeveloped reserves. Africa accounted for 44% of the total restatement, Asia Paciﬁc 31%, Middle East 14%, Europe 5%, and Other Western Hemisphere 5%. Various properties in Nigeria accounted for 42% of the restated volume at that date and Australia accounted for 19%. The effect of applying year-end pricing accounted for 8% of the total; — at December 31, 1999 (and January 1, 2000), the aggregated effect on proved reserves of the Reserves Restatements was 5,207 million boe, comprising 2,802 million barrels of crude oil and natural gas liquids and 13,947 thousand million standard cubic feet of gas. This amounted to 26% of the total proved reserves originally stated at that date (19,868 million boe). Of the total aggregated

143 effect, 89% (4,630 million boe) was attributable to Group companies and the remainder was attributable to associated companies. 19% of the total had been in the proved developed reserves category and 81% had been categorised as proved undeveloped reserves. Africa accounted for 47% of the total restatement, Asia Pacific 32%, Middle East 11%, Europe 5%, and Other Western Hemisphere 5%. Various properties in Nigeria accounted for 47% of the restated volume at that date and Australia accounted for 22%. The effect of applying year-end pricing accounted for 10% of the total; — at December 31, 1998 (and January 1, 1999), the aggregate effect on proved reserves of the Reserves Restatements was 4,111 million boe, comprising 2,314 million barrels of crude oil and natural gas liquids and 10,423 thousand million standard cubic feet of gas. This amounted to 20% of the total proved reserves originally stated at that date (20,455 million boe). Of the total aggregate effect, 85% (3,501 million boe) was attributable to Group companies and the remainder was attributable to associated companies. 17% of the total had been in the proved developed reserves category and 83% had been categorised as proved undeveloped reserves. Africa accounted for 57% of the total restatement, Asia Pacific 39%, and Europe 4%. Various properties in Nigeria and Australia together accounted for 85% of the restated volume at that date; and — at December 31, 1997 (January 1, 1998), the aggregate effect on proved reserves of the Reserves Restatements was 3,462 million boe, comprising 1,776 million barrels of crude oil and natural gas liquids and 9,779 thousand million standard cubic feet of gas. This amounted to 19% of the total proved reserves originally stated at that date (19,359 million boe). Of the total aggregate effect, 83% (2,883 million boe) was attributable to Group companies and the remainder was attributable to associated companies. 9% of the total had been in the proved developed reserves category and 91% had been categorised as proved undeveloped reserves. Africa accounted for 52% of the total restatement, Asia Pacific 45% and Europe 4%. Various properties in Nigeria and Australia together accounted for 85% of the restated volume at that date.

Reconciliation of previously reported Supplementary information — Oil and Gas The following tables set forth the effect of the Second Reserves Restatement on (i) the proved developed and undeveloped crude oil and natural gas reserves of Group companies and the Group share of associated companies at December 31, 2003 and 2002 (ii) the standardised measure of discounted future net cash ﬂows at each such date and (iii) a geographic analysis of the Second Reserves Restatement.

144 Reconciliation of Proved Reserve Volumes and Standardised Measure

million barrels thousand million standard cubic feet(a) $ million Reserves: Crude oil and natural gas liquids Reserves: Natural gas Standardised Proved developed Proved developed measure and undeveloped Proved developed and undeveloped Proved developed of discounted reserves reserves reserves reserves future cash ﬂows 2003 2002 2003 2002 2003 2002 2003 2002 2003 2002 Group companies As originally reported (2003)/previously restated (2002) 5,723 6,405 3,512 3,684 41,601 40,290 20,490 21,362 53,844 60,362 Effect of the Second Reserves Restatement Amounts at beginning of year (623) (507) (168) (145) (2,533) (1,529) (1,401) (1,453) (5,202) (2,504) Movements during the year (91) (116) (75) (23) (698) (1,004) (101) 52 (470) (2,698) Total (714) (623) (243) (168) (3,231) (2,533) (1,502) (1,401) (5,672) (5,202) As restated At December 31 5,009 5,782 3,269 3,516 38,370 37,757 18,988 19,961 48,172 55,160

Group share of associated companies As originally reported (2003)/previously restated (2002) 882 933 672 659 3,319 3,412 1,914 1,847 5,828 5,762 Effect of the Second Reserves Restatement Amounts at beginning of year (75) (55) (72) (53) (104) 187 (16) 18 (162) (28) Movements during the year (2) (20) (10) (19) (27) (291) (17) (34) (165) (134) Total (77) (75) (82) (72) (131) (104) (33) (16) (327) (162) As restated at December 31 805 858 590 587 3,188 3,308 1,881 1,831 5,501 5,600

Geographical analysis of the Second Reserves Restatement

million barrels thousand million standard cubic feet(a) $ million Reserves: Crude oil and natural gas liquids Reserves: Natural gas Standardised Proved developed Proved developed measure and undeveloped Proved developed and undeveloped Proved developed of discounted reserves reserves reserves reserves future cash ﬂows 2003 2002 2003 2002 2003 2002 2003 2002 2003 2002 Group companies Europe (168) (111) (94) (64) (1,242) (762) (873) (589) (1,499) (1,343) Africa(b) (374) (379) (102) (64) (835) (152) (208) (446) (2,614) (2,910) Asia Paciﬁc(c) (15) (15) (10) (5) (1,011) (1,132) (395) (370) (564) (556) Middle East, Russia, CIS(d) (94) (38) (34) (33) (6) — (3) — (552) 7 USA (3) (3) (2) (2) (32) (32) (4) (5) (52) (37) Other Western Hemisphere (60) (77) (1) — (105) (455) (19) 9 (391) (363) Total (714) (623) (243) (168) (3,231) (2,533) (1,502) (1,401) (5,672) (5,202)

Group share of associated companies Europe ———— —————— Africa(b) ———— ———— — Asia Paciﬁc(c) (77) (75) (82) (72) (131) (104) (33) (16) (326) (162) Middle East, Russia, CIS(d) ———— ————(1)— USA ———— —————— Other Western Hemisphere ———— —————— Total (77) (75) (82) (72) (131) (104) (33) (16) (327) (162)

(a) These quantities have not been adjusted to standard heat content. (b) Excludes Egypt. (c) Excludes Sakhalin. (d) Middle East and Former Soviet Union/Commonwealth of Independent States. Includes Caspian region, Egypt and Sakhalin.

145 Crude oil and natural gas liquids

Group companies’ estimated net proved reserves of crude oil and natural gas liquids at the end of the 19.5(a) year, their share of the net proved reserves of associated companies at the end of the year, and the changes in such reserves during the year are set out below. Proved developed and undeveloped reserves(a) million barrels 2004

Eastern Hemisphere Western Hemisphere Asia Middle East Europe Africa(b) Pacific(c) Russia, CIS(d) USA Other Total Group companies At January 1 1,199 1,379 303 1,202 547 379 5,009 Revisions and reclassifications (27) (46) 13 80 (2) (197) (179) Improved recovery 6 2 — 4 — — 12 Extensions and discoveries 5 13 10 68 12 2 110 Purchases of minerals in place — — — — — — — Sales of minerals in place (2) (57) (35) — — — (94) Production (212) (146) (46) (172) (99) (38) (713) Transfers to associated companies — — — (384) — — (384) At December 31 969 1,145 245 798 458 146 3,761 Group share of associated companies At January 1 2 — 304 86 413 — 805 Revisions and reclassifications — — (22) (13) 18 — (17) Improved recovery — — 38 — — — 38 Extensions and discoveries — — — — — — — Purchases of minerals in place — — — — — — — Sales of minerals in place — — (1) — — — (1) Production — — (43) — (39) — (82) Transfers from Group companies — — — 384 — — 384 At December 31 2 — 276 457 392 — 1,127 Minority Interests’ share of proved reserves of Group companies At December 31 — 23 1 109 — 14 147

Oil sands(e) million barrels Group companies At January 1 572 572 Revisions and reclassiﬁcations 72 72 Extensions and discoveries —— Production (29) (29) At December 31 615 615 Minority Interests’ share of oil sands At December 31 135 135

Proved developed reserves(a) million barrels 2004

Eastern Hemisphere Western Hemisphere Asia Middle East Europe Africa(b) Paciﬁc(c) Russia, CIS(d) USA Other Total Group companies At January 1 962 777 184 864 291 191 3,269 At December 31(f) 755 617 134 475 242 115 2,338 Group share of associated companies At January 1 1 — 224 1 364 — 590 At December 31(f) 1 — 187 360 349 — 897 (a) A summary of changes is shown above. (b) Excludes Egypt. (c) Excludes Sakhalin. (d) Middle East and Former Soviet Union/Commonwealth of Independent States. Includes Caspian region, Egypt and Sakhalin. (e) Petroleum reserves from operations that do not qualify as oil and gas producing activities, such as our Athabasca Oil Sands Project, are not included in oil and gas reserves and are not considered in the standardised measure of discounted future cash ﬂows for oil and gas reserves. The petroleum reserves for the Athabasca Oil Sands Project are presented in this report net of royalty volumes. (f) After accounting for a transfer of proved developed reserves from Group to associated companies of 360 million barrels at the end of 2004.

146 million barrels million barrels 2003 2002 As restated As restated Western Western Eastern Hemisphere Hemisphere Eastern Hemisphere Hemisphere Asia Middle East, Asia Middle East, Europe Africa(b) Paciﬁc(c) Russia, CIS(d) USA Other Total Europe Africa(b) Paciﬁc(c) Russia, CIS(d) USA Other Total

1,377 1,449 323 1,446 717 470 5,782 1,013 1,308 426 1,677 672 504 5,600 88 (102) 21 (204) (54) (57) (308) 99 89 (27) (26) 77 (42) 170 5 (6) 16 10 8 1 34 13 — 6 47 51 — 117 12 171 — 128 9 2 322 — 173 6 — 33 — 212 1 — — 3 — — 4 507 — — — 7 41 555 (39) — — — (23) — (62) (1) (19) (19) (62) (3) — (104) (245) (133) (57) (181) (110) (37) (763) (254) (102) (69) (190) (120) (33) (768) ——— ———— ——— ———— 1,199 1,379 303 1,202 547 379 5,009 1,377 1,449 323 1,446 717 470 5,782

2 — 325 118 413 — 858 1 — 307 — 356 — 664 — — 1 — 41 — 42 1 — 55 — 65 — 121 ——13———13—— 4 ——— 4 — — 11 86 — — 97 — — 9 — 33 — 42 ——— ———— ——— 121——121 — — — (117) — — (117) — — — (1) — — (1) — — (46) (1) (41) — (88) — — (50) (2) (41) — (93) ——— ———— ——— ———— 2 — 304 86 413 — 805 2 — 325 118 413 — 858

— 24 1 137 — 54 216 — 23 1 126 — 61 211

million barrels million barrels

517 517 594 594 10 10 (77) (77) 60 60 — — (15) (15) — — 572 572 517 517

126 126 115 115

million barrels million barrels 2003 2002 As restated As restated Western Western Eastern Hemisphere Hemisphere Eastern Hemisphere Hemisphere Asia Middle East, Asia Middle East, Europe Africa(b) Paciﬁc(c) Russia, CIS(d) USA Other Total Europe Africa(b) Paciﬁc(c) Russia, CIS(d) USA Other Total

1,063 674 194 1,023 371 191 3,516 750 662 245 1,089 429 212 3,387 962 777 184 864 291 191 3,269 1,063 674 194 1,023 371 191 3,516

1 — 206 15 365 — 587 1 — 208 — 330 — 539 1 — 224 1 364 — 590 1 — 206 15 365 — 587

147 Natural gas

Group companies’ estimated net proved reserves of natural gas at the end of the year, their share of the 19.5(a) net proved reserves of associated companies at the end of the year, and the changes in such reserves during the year are set out below. The volumes set out below have not been adjusted to standard heat content, which means that volumes of gas are reported on an ‘‘as-sold’’ basis and are treated as equivalent without regard to the quality of the gas (e.g., with respect to the inert gas content thereof or the various hydrocarbon components). The price used to calculate future revenues and cash ﬂows from proved gas reserves is that realised at year-end based on ‘‘as-sold’’ volumes. As such, the realised price reﬂects the quality of the gas, both in terms of inert components which reduce gas quality and hydrocarbon components with high molecular weights which enrich the quality of the gas.

Proved developed and undeveloped reserves(a) thousand million standard cubic feet(b) 2004

Eastern Hemisphere Western Hemisphere Asia Middle East Europe Africa(c) Pacific(d) Russia, CIS(e) USA Other Total Group companies At January 1 19,876 2,743 7,352 3,628 3,143 1,628 38,370 Revisions and reclassifications (270) (74) 125 138 (100) (45) (226) Improved recovery 9 — — — — 4 13 Extensions and discoveries 217 — 171 2,128 257 192 2,965 Purchases of minerals in place — — — — 9 — 9 Sales of minerals in place (48) — (310) (258) — (37) (653) Production (1,345) (137) (535) (253) (486) (197) (2,953) At December 31 18,439 2,532 6,803 5,383 2,823 1,545 37,525 Group share of associated companies At January 1 39 — 3,122 — 27 — 3,188 Revisions and reclassifications — — 120 — (8) — 112 Improved recovery — — 45 — — — 45 Extensions and discoveries 5 — 1 — — — 6 Purchases of minerals in place — — — — — — — Sales of minerals in place — — (55) — — — (55) Production (7) — (246) — (2) — (255) At December 31 37 — 2,987 — 17 — 3,041 Minority Interests’ share of proved reserves of Group companies At December 31 — — 56 2,231 — 274 2,561

Proved developed reserves(a) thousand million standard cubic feet(b) 2004

Eastern Hemisphere Western Hemisphere Asia Middle East Europe Africa(c) Paciﬁc(d) Russia, CIS(e) USA Other Total Group companies At January 1 11,477 886 3,128 446 1,754 1,297 18,988 At December 31 12,961 919 2,702 166 1,875 1,080 19,703 Group share of associated companies At January 1 34 — 1,825 — 22 — 1,881 At December 31 28 — 1,606 — 15 — 1,649

(a) A summary of the changes is shown above. (b) These quantities have not been adjusted to standard heat content. (c) Excludes Egypt. (d) Excludes Sakhalin. (e) Middle East and Former Soviet Union/Commonwealth of Independent States. Includes Caspian region, Egypt and Sakhalin.

148 thousand million standard cubic feet(b) thousand million standard cubic feet(b) 2003 2002 As restated As restated Western Western Eastern Hemisphere Hemisphere Eastern Hemisphere Hemisphere Asia Middle East, Asia Middle East, Europe Africa(c) Paciﬁc(d) Russia, CIS(e) USA Other Total Europe Africa(c) Paciﬁc(d) Russia, CIS(e) USA Other Total

21,284 1,692 7,862 1,118 3,842 1,959 37,757 22,022 1,780 9,031 1,777 3,663 2,257 40,530 (435) (688) 8 (22) (70) (181)(1,388) (110) 1 (680) (282) 162 (123)(1,032) 4 506 17 — 10 30 567 6 — 150 — 20 — 176 459 1,361 6 2,790 305 34 4,955 29 — 126 — 410 9 574 6 — — — — — 6 673 — — — 208 12 893 (139) — — — (389) (17) (545) (5) — (212) — (10) — (227) (1,303) (128) (541) (258) (555) (197)(2,982) (1,331) (89) (553) (377) (611) (196)(3,157) 19,876 2,743 7,352 3,628 3,143 1,628 38,370 21,284 1,692 7,862 1,118 3,842 1,959 37,757

44 — 3,243 — 21 — 3,308 48 — 2,943 — 15 — 3,006 — — 106 — 9 — 115 1 — 434 — 7 — 442 1— 11 ———12—— 8 ——— 8 1— — ——— 1 3— 80 — 1—84 —— — ———— —— — ———— —— — ———— —— — ———— (7) — (238) — (3) — (248) (8) — (222) — (2) — (232) 39 — 3,122 — 27 — 3,188 44 — 3,243 — 21 — 3,308

— — 63 1,285 — 300 1,648 — — 61 59 — 342 462

thousand million standard cubic feet(b) thousand million standard cubic feet(b) 2003 2002 As restated As restated Western Western Eastern Hemisphere Hemisphere Eastern Hemisphere Hemisphere Asia Middle East, Asia Middle East, Europe Africa(c) Paciﬁc(d) Russia, CIS(e) USA Other Total Europe Africa(c) Paciﬁc(d) Russia, CIS(e) USA Other Total

11,472 735 3,405 574 2,311 1,46419,961 11,880 668 3,635 1,097 2,363 1,75421,397 11,477 886 3,128 446 1,754 1,29718,988 11,472 735 3,405 574 2,311 1,46419,961

38 — 1,776 — 17 — 1,831 41 — 1,759 — 11 — 1,811 34 — 1,825 — 22 — 1,881 38 — 1,776 — 17 — 1,831

149 Standardised measure of discounted future cash flows United States accounting principles require the disclosure of a standardised measure of discounted future cash flows, relating to proved oil and gas reserve quantities and based on prices and costs at the end of each year, currently enacted tax rates and a 10% annual discount factor. The information so calculated does not provide a reliable measure of future cash flows from proved reserves, nor does it permit a realistic comparison to be made of one entity with another because the assumptions used cannot reflect the varying circumstances within each entity. In addition a substantial but unknown proportion of future real cash flows from oil and gas production activities is expected to derive from reserves which have already been discovered, but which cannot yet be regarded as proved.

$ million 2004 Western Eastern Hemisphere Hemisphere Asia Middle East, Europe Africa(c) Pacific(d) Russia, CIS(e) USA Other Total Group companies Future cash inflows 107,956 47,326 26,461 51,565 33,525 12,578 279,411 Future production costs (29,641) (13,354) (4,882) (10,020) (5,354) (3,600) (66,851) Future development costs (11,778) (4,928) (3,669) (10,216) (1,841) (834) (33,266) Future tax expenses (34,635) (16,831) (6,147) (14,031) (9,860) (2,074) (83,578) Future net cash flows 31,902 12,213 11,763 17,298 16,470 6,070 95,716 Effect of discounting cash flows at 10% (14,925) (4,037) (5,270) (11,375) (5,803) (2,007) (43,417) Standardised measure of discounted future net cash flows 16,977 8,176 6,493 5,923 10,667 4,063 52,299 Group share of associated companies 5,527 Minority interests — 180 36 1,078 — 548 1,842

Change in standardised measure of Group companies discounted future net cash ﬂows relating to proved Oil and Gas Reserves(a),(b)

$ million 2004 2003 2002 As restated As restated At January 1 48,172 55,160 37,910 Net changes in prices and production costs 23,524 12,178 34,592 Extensions, discoveries and improved recovery 6,223 9,255 5,177 Purchases and sales of minerals in place (564) (2,558) 7,319 Revisions of previous reserve estimates (385) (4,103) 375 Development cost related to future production (6,829) (14,291) (6,168) Sales and transfers of oil and gas, net of production costs(f) (27,530) (24,892) (20,387) Development cost incurred during the year 9,386 8,205 6,503 Accretion of discount 7,947 9,051 6,053 Net change in income tax (7,645) 167 (16,214) At December 31 52,299 48,172 55,160

(a) A summary of the changes is shown on the tables above. (b) The weighted average year-end spot oil price in 2004 was $37.61/bbl ($26.52/bbl in 2003, $24.49/bbl in 2002) and the weighted average year-end spot gas price in 2004 was $21.27/boe ($18.03/boe in 2003, $15.75/boe in 2002). (c) Excludes Egypt. (d) Excludes Sakhalin. (e) Middle East and Former Soviet Union / Commonwealth of Independent States. Includes Caspian region, Egypt and Sakhalin. (f) Includes a transfer of proved developed reserves from Group to associated companies of 360 million barrels in 2004 ($260 million).

Additional information concerning proved reserves Proved reserves can be either developed or undeveloped. Group proved reserves at December 31, 2004 were divided into 58% developed and 42% undeveloped on a barrel of oil equivalent basis. Proved reserves are recognised under various forms of contractual agreements. Group proved reserves volumes present in agreements such as Production Sharing Contracts or other forms of economic entitlement contracts where Group share of reserves can vary with actual year-end price are approximately 859 million barrels of crude oil and natural gas liquids and 9,720 thousand million standard cubic feet of gas.

150 $ million $ million 2003 2002 As restated As restated Western Western Eastern Hemisphere Hemisphere Eastern Hemisphere Hemisphere Asia Middle East, Asia Middle East, Europe Africa(c) Paciﬁc(d) Russia, CIS(e) USA Other Total Europe Africa(c) Paciﬁc(d) Russia, CIS(e) USA Other Total

108,836 36,965 21,695 42,627 31,203 14,710 256,036 98,126 36,427 22,243 36,513 32,541 16,280 242,130 (20,241) (6,347)(4,365) (7,579) (4,949) (4,156) (47,637) (18,721) (5,034) (3,563) (5,174) (4,841) (3,673) (41,006) (6,541) (4,661)(2,528) (9,679) (3,085) (1,315) (27,809) (4,783) (4,670) (2,397) (2,844) (3,201) (1,532) (19,427) (39,605) (16,396)(4,076) (15,309) (8,467) (2,469) (86,322) (32,125) (18,690) (4,538) (17,443) (9,103) (3,447) (85,346) 42,449 9,561 10,726 10,060 14,702 6,770 94,268 42,497 8,033 11,745 11,052 15,396 7,628 96,351 (21,126) (4,210)(4,590) (8,491) (5,170) (2,509) (46,096) (19,511) (3,601) (5,343) (4,166) (5,427) (3,143) (41,191)

21,323 5,351 6,136 1,569 9,532 4,261 48,172 22,986 4,432 6,402 6,886 9,969 4,485 55,160 5,501 5,600 — 136 30 (1,186) — 547 (473) — 123 22 753 — 468 1,366

3. Probable reserves 19.5(a) Royal Dutch Shell has not disclosed probable reserves in these Listing Particulars. The Royal Dutch/ 19.5(e) Shell Group is not otherwise obliged to disclose probable reserves and, as a result, does not maintain reporting and verification procedures for determining probable reserves that are comparable to the reporting and verification procedures in place for proved reserves. If Royal Dutch Shell were required to publish such information in this document, it would present a significant burden to design, test and implement appropriate procedures, which would cause a delay of several months in its ability to complete the Transaction. In addition, the Royal Dutch/Shell Group has historically disclosed only its proved reserves position. Royal Dutch Shell considers that providing Royal Dutch Shareholders and Shell Transport Shareholders with information that is substantially different from the proved reserves disclosure that they are accustomed to receiving in annual reports and accounts and Forms 20-F (which is comparable with the disclosures of other major public oil and gas companies) would be likely to create confusion rather than assist investors. The SEC’s rules generally prohibit the disclosure of reserves other than proved reserves in SEC filings. Therefore, disclosing probable reserves in these Listing Particulars would result in differential disclosure between the Form 20-F and these Listing Particulars. Royal Dutch Shell does not consider that omitting information relating to its probable reserves represents a risk to investors as disclosing proven reserves only rather than proven and probable reserves provides a more conservative estimate of oil and gas reserves.

151 PART X

GAS & POWER, OIL PRODUCTS AND CHEMICALS The following information has been extracted without material adjustment from the 2004 Form 20-F of Royal Dutch and Shell Transport. References in this Part X to ‘‘Shell’’ mean the Group.

1. Gas & Power Europe Belgium In 2004, the Group divested its 16.7% interest in both Distrigaz S.A., a Belgian gas marketing and trading company, and Fluxys S.A., into which Distrigaz’s pipeline and transportation interests were transferred in 2001. Denmark A/S Dansk Shell (Group interest 100%) continued to develop its natural gas marketing business in 2004. Germany BEB Erdgas und Erdol¨ GmbH, a joint venture with ExxonMobil in which a Group company holds a 50% economic interest, is a major producer of gas in Germany, and also one of the country’s gas transmission companies. The natural gas marketing activities of this company have been split and are operated by separate independent Shell and ExxonMobil organisations effectively from April 2004. A wholly-owned Group company, Shell Energy Deutschland GmbH, was established for this purpose in 2004. Group companies have indirect (through BEB Erdgas und Erdol¨ GmbH) minority shareholdings in gas transmission and distribution companies. In 2004, the Group completed the sale of its indirect interests in Verbundnetz Gas AG (5.3%) and Avacon AG (1.4% through BEB Erdgas und Erdol¨ GmbH). Greece The Group holds a 24% interest in Attiki Gas Supply Company S.A., a local gas distribution company currently with some 10,000 customers (mainly residential, but also some commercial and small industrial). Other shareholders are Cinergy Global Power Inc. (25%) and Attiki Gas Distribution Company S.A. (held 100% by Public Gas Corporation of Greece S.A.) (51%). Attiki Gas Supply Company S.A. holds a distribution licence to develop the distribution system infrastructure and to distribute gas to small industrial, commercial and residential customers in the Attiki area. Italy Shell Italia SpA (Group interest 100%) launched a natural gas marketing business in 2004. Netherlands N.V Nederlandse Gasunie (Group interest 25%), a large marketer of Dutch gas by most key measures, including volume. In November 2004, the Group announced a Heads of Agreement for the restructuring of the ownership in Nederlandse Gasunie, under which the Group’s interest in Gasunie’s gas transportation business will be transferred to the Dutch State. Upon completion of this transaction (pending government approval), expected mid-2005, the Dutch state will make a total net payment of 02.78 billion (Group share 50%). Shell Energy Europe B.V., a wholly-owned Group company, continued to develop gas and power activities throughout Europe and to provide advice and assistance to the Group’s gas and power businesses in Europe. In 2004, the company started selling gas to a number of European wholesale customers. Spain Shell Espana,˜ S.A. (Group interest 100%) continued to develop its natural gas marketing business selling in the wholesale as well as in the industrial and commercial market. United Kingdom Shell Gas Direct Ltd (Group interest 100%), a gas marketing company, generally maintained its market share during 2004 selling in the industrial and commercial market. Other European Countries Wholly-owned Group companies in other European countries continue to seek opportunities to develop the gas and power business.

Other Eastern Hemisphere Australia A Group company directly and indirectly has a 22.4% interest in the liqueﬁed natural gas (LNG) export phase and a 25.5% interest in the domestic gas phase of a joint venture formed to develop the gas ﬁelds of the North-West Shelf (NWS). Sale and purchase agreements with eight Japanese utilities, which commenced in 1989, call for the supply of LNG at a rate of some 7.3 million tonnes a

152 year, equivalent to some 27 million cubic metres of gas a day (100%). A fourth LNG train with a capacity of 4.2 million tonnes a year started up in September 2004 and will supply both existing and new customers. A ninth LNG vessel (Group interest 22.4%) was added to the fleet in April 2004. In 2002, the NWS joint venture partners were awarded the supply contract for the first LNG terminal in China, to be located in the Guangdong province in south-east China. The contract was finalised in December 2004, with average volume of 3.5 million tonnes per annum and first deliveries planned for 2006. The Group has a 28.6% interest in the Gorgon joint venture that is considering development of an LNG and domestic gas project on Barrow Island off Western Australia. A wholly owned Group company is also involved in a number of licences in the Timor Sea between the Northern Territory and Timor Leste with opportunities for both domestic gas and LNG export. Brunei Gas is liquefied and sold to customers in Japan and Korea by Brunei LNG Sendirian Berhad (Group interest 25%). In March 1993 the company’s main contract, to supply LNG to three power and gas utilities in Tokyo and Osaka, was extended for a further 20 years at an increased sales quantity of some 5.5 million tonnes a year. In 2004, the total sales quantity was some 7 million tonnes, to both Japan and Korea. The LNG continues to be delivered in a fleet of seven LNG vessels owned by Brunei Shell Tankers Sendirian Berhad (Group interest 25%), as well as a larger vessel owned by Brunei Gas Carriers Sendirian Berhad (Group interest 10%) which was brought into service in June 2002. China In a 50:50 joint venture with China Petroleum and Chemical Corporation (Sinopec), Shell is developing its first Coal gasification plant in Dongting, China. Construction completion is expected by early 2006. The Group is in the process of finalising joint venture arrangements with the Hangzhou Gas Group and Hong Kong China Gas for supply of gas to industrial and commercial customers in Hangzhou, China. India The Group holds a 100% interest in three companies — Shell Hazira Gas Private Ltd., Hazira Port Private Ltd. and Hazira LNG Private Ltd., all of which are located in the State of Gujarat. Hazira Port Private Ltd. and Hazira LNG Private Ltd. are constructing a port and LNG terminal at Hazira in Gujarat. The initial maximum capacity of this terminal is 2.5 mtpa and may be expanded in the future. The terminal is being commissioned and will be ready for operations in the first half of 2005. Shell Hazira Gas Private Ltd., will use these facilities to import LNG and to market and supply regasified LNG to customers in Gujarat and North West India. A 26% interest in all the three companies has been sold to Total Gaz Electricite Holdings France, subject to defined conditions precedent. Iran A Project Framework Agreement for the Persian LNG project (Group interest 25%) was signed during the year which takes the project into the next stage of design. Japan In a joint venture with Tokyo Gas, the Group is engaged in marketing and sales of natural gas to industrial and commercial customers in the greater Tokyo area of Japan. Malaysia Exports of LNG from Sarawak by Malaysia LNG Sendirian Berhad (MLNG Satu) began in January 1983 to two Japanese customers. The Group’s 15% shareholding in MLNG Satu reverted to Petronas in 2003 under a sale arrangement contained in the original joint venture agreement. Group companies continue to supply gas to MLNG Satu. Three liquefaction trains (Group interest 15%) came onstream at the end of 1995 (MLNG Dua), with customers in Japan, South Korea and Taiwan. Group companies operate fields supplying gas to MLNG Dua. Construction of a third expansion to the Bintulu facilities, the 7.4 million tonnes per year two-train MLNG Tiga Project (Group interest 15%), was essentially completed and operations commenced in 2003. Adjacent to the LNG facilities is a Gas to Liquids plant, operated by Shell MDS (Malaysia) Sendirian Berhad (Group interest 71.8%). This plant has the capacity to convert approximately three million cubic metres per day of natural gas into some 12,500 barrels per day of high-quality middle distillates and other products using Shell-developed technology. First commercial production from the plant began during 1993 using feedstock from offshore gas fields. The plant was de-bottle-necked during 2003, including the introduction of a new generation proprietary catalyst, resulting in an increased design capacity of 14,700 barrels per day. A full range of liquid and wax products is being sold into specialty markets in Asia Pacific, the USA and Europe.

153 Nigeria A LNG plant owned by Nigeria LNG Limited (NLNG) (Group interest 25.6%) started up in October 1999. The plant currently produces some 9.6 million tonnes of LNG per year from three LNG trains for export under long-term contracts to customers in Europe. In the first quarter of 2002, the shareholders of NLNG committed to the ‘‘NLNG Plus’’ project, a further two-train expansion (Trains 4&5), to supply US and European markets. These trains are expected to commence operation in 2005. In addition, a decision was taken during 2004 to proceed with the construction of a sixth LNG train at the site. These projects will increase NLNG’s production capacity to approximately 22 million tonnes a year of LNG and 5 million tonnes per year of natural gas liquids. NLNG currently has operational control of 12 LNG vessels and this will rise to a total of 24 vessels by 2008. In 2004, a Shell Company (together with other venture partners) committed to proceed with the West Africa Gas Pipeline Project (Group interest 18.8%). This project is planned to supply gas from Nigeria to the neighbouring states of Ghana, Benin and Togo and is scheduled to become operational in 2007. Within Nigeria, Shell is operating a gas sales and distribution company, Shell Nigeria Gas (Group interest 100%), to supply gas to a number of industrial and commercial customers in the south of the country. Oman The LNG plant owned by Oman LNG L.L.C. (Group interest 30%) commenced operations in April 2000. The annual capacity of the plant is some 6.6 million tonnes per annum. The majority of the LNG is sold to Korea and Japan on long-term contracts with remaining volumes sold to customers on short- term sales agreements. During 2004, Oman LNG secured a 36.8% equity interest in the Qalhat LNG S.A.O.C. project. The Qalhat LNG project will have a single LNG train with a capacity of 3.3 mtpa. Construction is expected to be completed around end 2005 and first cargo expected in early 2006. Qatar In July 2004, Qatar Shell GTL (Group interest 100%) signed a Development and Production Sharing Agreement with the State of Qatar for the construction of a 140,000 barrels per day Gas to Liquids plant in Ras Laffan, Qatar. Two appraisal wells were successfully tested in 2004. The final investment decision is expected in 2006, with first sales by the end of the decade. In February 2005, the Group and Qatar Petroleum signed a Heads of Agreement for the development of a large-scale LNG project (Qatargas 4, Group interest 30%). The project comprises the integrated development of upstream gas production facilities to produce 1.4bcf/d of gas and substantial quantities of associated liquids from Qatar’s North field, a single LNG train yielding approximately 7.8 million tonnes per annum of LNG for a period of 25 years and shipping of the LNG to the intended markets in North America and Europe. LNG deliveries are expected to commence around 2010-2012. Russia Shell Sakhalin Holding, B.V. (Group interest 100%) holds a 55% interest in Sakhalin Energy Investment Company Ltd. (SEIC). SEIC continues seasonal oil production from the Molikpaq facility on the Piltun-Astokhskoye field, offshore Sakhalin Island. Full development of the Piltun Satokhskoye oil field and Lunskoye gas field continued during 2004. The final investment decision for this phase of the development, including a two-train LNG plant with 9.6 million tonnes per year capacity, was announced on May 15, 2003. The first LNG cargo is scheduled to be delivered in late 2007; target markets for the LNG include Asia Pacific and the west coast of North America.

USA and Canada During 2004, the Gas & Power business portfolio included: transportation of natural gas through offshore pipelines in the Gulf of Mexico; power equity investments; investments in Enterprise Product Partners L.P.; holding of capacity rights in US LNG import terminals; natural gas and power marketing, trading and storage; long-term gas transportation contracts; and energy management services. Shell US Gas & Power (Group interest 100%) implemented extensive restructuring during 2004 including the sale of a number of offshore gas pipelines in the Gulf of Mexico, a partial sell down of the equity position in Enterprise Product Partners L.P., and the sale of its equity position in Tenaska Gateway Partners Ltd. power plant in Texas. The divestments are part of the Group’s ongoing programme of portfolio rationalisation. The focus of the business on LNG in the USA has increased, including existing LNG import capacity rights at the Cove Point and Elba Island terminals as well as the continued evaluation of various options to expand its LNG import capabilities. In February 2005, Shell received a Record of Decision from the

154 US Maritime Administration approving the issuance of a licence for the Gulf Landing LNG terminal in the Gulf of Mexico.

Other Western Hemisphere Bolivia In 1997, a Group company acquired a 25% interest in Transredes Transporte De Hidrocarburos S.A. (Transredes), an oil and gas pipeline company in Bolivia with over 3,500 miles in total pipeline network. In 1999, gas exports to Brazil commenced through a pipeline owned by Gas Transboliviano S.A. (Bol), and interconnected to Transredes, and itself a Transredes subsidiary in which the Group has both direct and indirect interests totalling 29.75%.

Brazil In 1997, Group companies acquired a minority interest in Companhia de Gas de Sao˜ Paulo (Comgas), a Brazilian natural gas distribution company in the state of Sao˜ Paulo. In 1999, a joint venture was formed with BG International that successfully bid for the ﬁnal and controlling block of Comgas (current total Group interest is 18.2%).

In 1997, Group companies acquired a minority interest in Transportadora Brasileira Bolivia Brasil S.A. (Br), interconnected to Gas Transboliviano S.A.. (Bol), constituting the Brazilian side of the Bolivia-Brazil pipeline with around 1,400 miles in total pipeline network covering ﬁve Brazilian states (current total Group interest is 7%).

In 1998, an interest between 22% and 50% across four companies was acquired in an integrated pipeline and power station project in Cuiaba, western Brazil; the pipeline also crosses through eastern Bolivia. In 2000, Group companies, jointly with Prisma Energy (formerly Enron), acquired the Transredes interests in the Cuiaba pipeline and power plant. In 2003, Group interest across all four companies constituting the Cuiaba project became 50%. The Cuiaba gas-ﬁred power plant (480MW) became commercially operational in 2002.

Mexico In 2003, Shell won a competitive tender to deliver gas through an LNG receiving terminal at Altamira, now under construction, to CFE (state power company). Group interest in the terminal is 50% after a 25% equity interest was sold to Total S.A in 2004, and a further 25% equity interest was sold to Mitsui which was completed in January 2005. Group interest in the marketing company which holds the capacity rights in the terminal is 75% with the remaining 25% held by Total. The terminal is located in the port of Altamira, Tamaulipas, on Mexico’s Gulf coast. The facility is expected to start operations in late 2006 supplying up to 5 billion cubic metres per annum of natural gas for 15 years from the new LNG re-gasiﬁcation terminal under the tender contract, ramping up from an initial 3 billion cubic metres per annum.

Shell secured 50% capacity rights in the LNG receiving terminal on the West Coast of Mexico at Baja California to be built and owned by Sempra Energy. Initial capacity of the terminal will be 7.5mtpa (100%), which is expected to start up in 2008. Initial supplies will come from the Sakhalin LNG Project in Russia, according to agreements reached during 2004.

Venezuela In 2002, a Group company signed Framing and Preliminary Development Agreements covering a 30% interest in the Mariscal Sucre LNG (MSLNG) scheme. While these agreements expired in May 2004, Petroleos de Venezuela S.A.(PDVSA), Mitsubishi and Shell, sponsors of MSLNG, remain in discussions on progressing development of the offshore Norte de Paria ﬁelds for LNG export and supply of gas to the Venezuelan market.

LNG Supply and Shipping Two operations, Shell Western LNG (SWLNG) and Shell Eastern LNG (SELNG) aim to secure supplies for downstream markets that Shell is developing. SWLNG sources LNG in the West and supplies Shell’s outlets in the Atlantic Basin (currently Spain and the USA), while SELNG sources LNG in the East, and may supply Shell’s terminal in India and other potential outlets in the Paciﬁc region including China and Mexico. These operations will primarily use ships, currently a ﬂeet totalling seven, which have been acquired or chartered by Shell Tankers Singapore Limited, Shell Tankers (UK) Ltd, Shell Bermuda (Overseas) Ltd and SWLNG.

155 InterGen InterGen, an associated company (Group interest 68%) is an international operator and developer of power plants. InterGen brought two new facilities in the Netherlands and the UK into operation in 2004, totalling 1.7 Gigawatt (GW). During the year InterGen diluted its interests in Turkey, Australia and the Bajio plant in Mexico. In 2004, InterGen also sold its interest in Mountainview (USA), Sidi Krir (Egypt) and Wildﬂower (USA) assets. Overall the total generating capacity in operation at year-end 2004 was 9.3 GW compared with 10.5 GW at the beginning of 2004 (InterGen net equity interest). At the end of December 2004, the company had interests in 17 power stations. The potential sale of all or a large majority of InterGen and its corporate capability is being investigated. It is not clear at this stage whether or not the process will eventually lead to a sale.

2. Oil Products USA Oil Product activities in the USA are carried out through various Shell Oil Company subsidiaries. In early 2002, Shell Oil Company acquired the 44% Texaco Inc. interest in Equilon Enterprises LLC, which is now doing business as Shell Oil Products US. At the same time Shell Oil Company and Saudi Refining Inc. acquired Texaco’s interest in Motiva Enterprises LLC, making each company a 50% owner of that business. Shell Oil Company also holds a 50% interest in the Deer Park Refining Limited Partnership, which is a joint venture between Shell Oil Company and a subsidiary of Mexico’s national oil company Petroleos Mexicanos (‘‘Pemex’’). Together, Shell Oil Products US and Motiva hold a significant position in the US refined products industry, with a market-leading 13% share of US gasoline sales. At the end of 2004, the two companies, together with Deer Park Refining Limited Partnership, operated eight refineries with a combined capacity of approximately 1.5 million barrels per day (Shell share 1.0 million barrels per day). Shell Oil Products US and Motiva both market petroleum and other products directly and through independent wholesalers and retailers and have the exclusive rights to use the ‘‘Shell’’ brand on refined oil product sales in those areas of the USA where each company is authorised to conduct its respective business. In addition, Shell Oil Products US and Motiva had the exclusive rights to use the ‘‘Texaco’’ brand on refined oil product sales in their respective areas through to June 2004, and have the non- exclusive rights through to June 2006. Starting in 2002, Shell Oil Products US and Motiva planned to reduce the number of service stations in the overall network by around 30%, to some 15,000 sites. Through the fourth quarter of 2004, some 79% of the site rationalisation programme was complete. Furthermore, a programme is underway to re- brand Texaco branded sites to the Shell brand, which was largely completed by the end of 2004. Through the fourth quarter of 2004, over 6,100 sites had been rebranded from the Texaco to the Shell brand. At year end 2004, about 100 sites remained to be rebranded. The purchase of Pennzoil-Quaker State Company (PQS) was completed in October 2002. This acquisition made the Group a leader (by market share) in both passenger car motor oil and diesel engine oil in the USA and aligns with the Group’s strategy to become a leader in the global lubricants market. During 2004, the Group completed a number of transactions to sell its non-strategic assets. These transactions included the sale of the company’s mid-continent refined products pipeline system to Magellan Midstream Partners L.P. and the sale of the company’s midwest refined products pipeline system to Buckeye Partners L.P. The Group received proceeds from the two transactions totalling just over $1 billion. In May 2004, Motiva completed the sale of its Delaware refinery to the Premcor Refining Group Inc. During 2004, Shell announced that it would keep its Bakersfield, California refinery (previously announced for closure) operating through to March 31, 2005, subject to regulatory approval. During 2004, the company conducted an extensive sale process to market the refinery to potential buyers. In January 2005, Shell Oil Products US announced it had reached an agreement to sell the refinery to a newly formed subsidiary of Flying J Inc. subject to regulatory approvals and certain closing conditions. The sale was completed on March 15, 2005.

156 Canada Shell Canada (Group interest 78%) owns refineries in Alberta, Ontario and Quebec, with a total refinery capacity of 0.3 million barrels per day and has a network of over 1,700 service stations. Construction of ultra-low-sulphur-diesel projects at the Alberta and Quebec refineries are on track for completion in early 2006. Under a joint venture agreement, Shell Canada holds a 60% interest in the Athabasca Oil Sands Project (AOSP) in Northern Alberta. This includes the Muskeg River Mine and the Scotford Upgrader. In 2004, the AOSP successfully achieved its first full year of integrated operations. Most of the synthetic crude feedstock from the Scotford Upgrader is processed at the adjoining Alberta (Scotford) refinery.

Europe The Group has a presence in 33 European countries. It has a majority interest in eleven reﬁneries with a total capacity of 1.7 million barrels per day and lesser interests in another seven reﬁneries with a capacity of 1.0 million barrels per day (Group share 0.3 million barrels per day). There are a total of some 10,600 service stations. In the fourth quarter of 2004, the sale of the retail and commercial assets in Portugal and of the assets onshore in Spain were completed. In quarter one of 2005, the sale of offshore assets in Spain was completed. The sale in Spain includes a Trademark Licence Agreement time-limit whereby the buyer will continue to use the Shell brand. Shell will continue to operate in Spain through its LPG, lubricants, aviation and marine businesses. Additionally, in the fourth quarter of 2004, the Group and the MOL Group signed a Sale and Purchase Agreement for the sale of the shares in Shell Romania SRL, excluding Shell Gas Romania S.A. The divestment includes a network of 59 retail service stations geographically spread across Romania and the Aviation, Lubricants, Commercial and Marine businesses. The sale is subject to regulatory approval and completion is expected to take place in early 2005.

Middle East and Asia Pacific The Group has a presence in 35 countries in the Middle East and Asia Pacific. At the end of 2004 the Group had a majority interest in five refineries with total capacity of approximately 0.9 million barrels per day and lesser interests in another seven refineries with total capacity of 0.9 million barrels per day (in which the Group’s share amounts to 0.3 million barrels per day). There are a total of some 10,400 service stations in retail markets. In the second quarter of 2004, the Group and China Petroleum and Chemical Corporation (Sinopec) signed a joint venture contract to develop a network of some 500 retail service stations in Jiangsu Province in China. The joint venture, which involves an initial investment of about $200 million, expects to have the network operational within three years of the establishment of the joint venture company. The joint venture started operating its first service stations in January 2005. In the third quarter of 2004, the Group, a 50% shareholder of Showa Shell, transferred a portion (37,540,000 shares or 9.96% of the total shares issued) of its shares held to Saudi Arabian Oil Company. The transfer was effected by the Group selling Shell Japan Holdings B.V., a shareholder in the company, to Aramco Overseas Company B.V.. Saudi Aramco has also agreed in principle to acquire an additional 18,840,000 shares in Showa Shell from the Group subject to satisfaction of certain commercial conditions. The Group completed the sale of 72 million ordinary shares in Shell Refining Company (FOM) Berhad (SRC) in Malaysia. The sale accounted for 24% of SRC stock. The sale of the Group’s 64% equity share in the Rayong Refinery in Thailand was completed in the fourth quarter of 2004, reducing the Group’s consolidated debt by some $1.3 billion.

Africa The Group has a presence in 36 African countries. As at the end of 2004 the Group has a 50% interest in the Durban refinery in South Africa with a refinery capacity of some 0.2 million barrels per day and lesser interests in another five refineries with a total capacity at the end of 2004 of 0.2 million barrels per day. There are a total of some 2,500 service stations in retail markets. The fuels market in Africa largely remains heavily regulated by national governments, however several new entrants into the market have led to intensified competition. In the first quarter of 2005 the Group signed a Share Purchase Agreement relating to the divestments of its Oil Products businesses in Guinea-Bissau. The sale is subject to regulatory approval and completion is expected to take place in the second quarter of 2005.

157 South and Central America The Group has a presence in 35 countries in South and Central America. At the end of 2004, the Group held a 100% interest in the Buenos Aires refinery in Argentina with a capacity of 0.1 million barrels per day and lesser interests in another three refineries with a total combined capacity of 0.1 million barrels per day. There are a total of approximately 4,600 retail service stations and close to 5,000 commercial customers. In the first quarter of 2004, the Group announced plans to restructure operations in Venezuela and transferred its retail business to local entrepreneurs during 2004. In the third quarter of 2004, the Group announced the sale of its retail and commercial businesses in Peru. The Group and Sol Group, a petroleum affiliate of the Interamericana Trading Corp, announced in the fourth quarter of 2004 that they had signed a Sale and Purchase Agreement and a Trademark License Agreement relating to the divestment of the Group’s Oil Products businesses (excluding the aviation business) in the Eastern part of the Caribbean. The agreements relate to the Group’s retail, commercial, local marine and LPG businesses. The sale was completed in February 2005.

Global Businesses The Group manages its Aviation, Marine Products, LPG, and Lubricants businesses, which are part of the Oil Products segment, on a global basis. This global approach has allowed the Group to better meet the needs of its global customers, share best practice and common processes and drive for lower cost structures and supply chain optimisation. Shell Aviation is a world leader in the marketing of aviation fuels and lubricants and in the operation of airport fuelling. Every day at over 1,100 airports in 90 countries, Shell Aviation fuels some 20,000 aircraft and supplies over 21 million gallons (80 million litres) of fuel. In 2004, Shell Aviation was voted the world’s best ‘Jet Fuel Marketer’ in the Armbrust Survey. Shell has won the coveted Armbrust Aviation award five times in the last eight years. Shell Marine Products is a global sales and marketing business, supplying marine fuels, lubricants and related services to the marine industry. The business supplies around 20 different types of marine fuel to power diesel engines, steam and gas turbine vessels, together with around 100 different types of marine lubricants blended to provide optimum protection in the toughest environments. The business serves more than 15,000 customer vessels ranging from large ocean-going tankers to small fishing boats. Shell Gas LPG markets LPG to around 30 million customers in over 50 countries and territories, supplying LPG for domestic purposes (heating, cooking, etc), commercial (restaurants), agriculture and industry. In some markets, LPG is becoming increasingly popular as an automotive fuel. Typically, LPG is distributed in cylinders and small/large bulk tanks. As a result of an unsolicited approach from an interested buyer, the Group has decided to explore its strategic options with regard to its downstream global LPG distribution and marketing business. The review is ongoing and progress will depend on the conclusions of the review. Meanwhile work that was already underway to structure LPG into a stand-alone global operation will be accelerated. The Group announced in the fourth quarter of 2004 the signing of a Sale and Purchase Agreement with Repsol YPF relating to the divestment of Shell Gas (LPG) business in Portugal. The divestment of the Shell Gas (LPG) Portugal’s subsidiaries and shareholdings, includes the assets of two LPG filling plants, more than two million cylinders, supply, distribution and customer contracts covering mainland Portugal and the islands of Madeira and Azores. The sale is subject to regulatory approval and completion is expected in the first half of 2005. The Group also announced in the fourth quarter of 2004 the sale of its LPG interest in Cote d’Ivoire. It is expected that this transaction will also be completed in the first half of 2005. Shell Lubricants is a global leader in finished lubricants. Shell lubricants companies operate in over 120 countries worldwide, manufacturing and marketing some of the most recognised (by market share) lubricants brands including Shell Helix, Pennzoil, Shell Rotella, Shell Rimula and Quaker State. Shell’s high quality lubricants are used across the transport sector in passenger cars, trucks, coaches, airplanes and ships. They also deliver superior lubrication solutions to the manufacturing, food processing, mining and agriculture industries. In addition, through the Jiffy Lube fast lube network Shell

158 Lubricants provide car maintenance and service to some 30 million customers in the USA and are growing this business in developing markets such as China. Shell Global Solutions provides business and operational consultancy, technical services and research and development expertise to the energy industry worldwide. Shell Global Solutions has an extensive network of offices around the world, with primary commercial centres now operating in the USA, Europe and Asia Pacific. In 2004 Global Solutions supported the Group’s business activities in downstream manufacturing, downstream marketing, Gas & Power, and production, and successfully serviced refining, chemicals, gas, power, metals, and motor-sport customers in Europe, the USA, the Middle East and Asia Pacific.

3. Chemicals Europe Belgium CRI Catalyst Co Belgium N.V. (Group interest 100%) manufactures catalysts at its Ghent, Belgium facility. Luxembourg Catalyst Recovery Europe S.A. (Group interest 100%) was divested in 2004 as part of CRIC’s decision to exit its global catalyst regeneration business. France At Berre l’Etang, Shell Petrochimie´ Mediterran´ ee´ S.A.S. (SPM) (Group interest 100%), owns and operates a refinery as well as petrochemicals units, manufacturing oil products, aromatics, butadiene, solvents, and diisobutylene. SPM also operates additives units on behalf of Infineum, polypropylene and polyethylene units on behalf of Basell, an ethylene/propylene cracker on behalf of Societ´ e´ du Craqueur de l’Aubette S.N.C. (a 50:50 joint venture between SPM and Basell), and several polymer units on behalf of third party companies. Basell also manufactures low-density polyethylene at Fos sur Mer. Germany Shell Deutschland Oil GmbH (SDO) (Group interest 100%) operates manufacturing plants in Harburg (hydrocarbon solvents), Godorf (benzene, toluene), Wesseling (ethylene, propylene, benzene, toluene, xylenes, methanol), and Heide (ethylene, propylene, benzene, toluene, xylenes, hydrocarbon solvents and chemical solvents). By virtue of the Group’s share interest (32.25%) in the relevant manufacturing company, Shell Chemicals Europe B.V. (SCE) is entitled to a proportion of the production of propylene and methyl tertiary butyl ether from plants in Karlsruhe. Due to the Group’s share interest (37.5%) in a company in Schwedt, SCE receives propylene, benzene, toluene, and xylenes. Kataleuna GmbH Catalysts, a CRIC company, manufactures catalyst at its Leuna, Germany plant. Basell manufactures ethylene, propylene, and polyolefins at its Wesseling site. Netherlands Shell Nederland Chemie B.V. (SNC) (Group interest 100%) manufactures solvents, methyl tertiary butyl ether, brake fluids, glycol ethers units and urethanes (polyols) at the Pernis facility. SNC operates at Pernis, a polypropylene plant owned by Basell and several derivatives on behalf of third party companies. SNC manufactures lower olefins, benzene, ethyl benzene, ethylene oxide, and styrene monomer/ propylene oxide (SM/PO) at the Moerdijk facility and operates a SM/PO plant owned by Ellba CV, a 50:50 joint venture between Group companies and BASF. Using the Group’s ‘‘SMPO process’’, Ellba simultaneously produces styrene monomer, primarily used in the production of polystyrene, and propylene oxide, a chemical building block in a series of products from industrial foams to surfactants, solvents, additives and lubricants. Shell Chemicals Europe B.V. (SCE), is responsible for all chemicals sales, supply chain management, and the procurement of feedstocks and process chemicals for chemical products across Western Europe other than in respect of chemicals joint ventures in which Group companies have an interest. United Kingdom Shell U.K. Oil Products Ltd. (as an agent for Shell U.K. Ltd.) operates the plants of Shell Chemicals U.K. Ltd. (SCUK) (Group interest 100%) at Stanlow, which produce propylene, benzene, toluene, and higher olefins and derivatives. In Carrington, Basell manufactures polypropylene and low-density polyethylene, and operates SCUK’s plants to produce derivatives from ethylene oxide and propylene oxide and a third party’s unit. SCUK also owns NEODOL ethoxylates assets operated by ICI Chemicals & Polymers Ltd. at Wilton. SCE has indirect rights to an ethylene oxide supply from Dow’s

159 Wilton facility. At Fife in Scotland, ExxonMobil owns and operates an ethylene plant in which, under a processing rights agreement, SCUK is entitled to 50% of the output.

Other Eastern Hemisphere Australia Basell produces polypropylene at plants in Clyde and Geelong, and operates a propylene splitting unit at Clyde. China CNOOC and Shell Petrochemicals Company Ltd. (CSPCL) is a 50:50 joint venture between Group companies and CNOOC Petrochemicals Investment Ltd. (CPIL). CPIL shareholders include China National Offshore Oil Corporation (CNOOC) (90%) and the Guangdong Investment & Development Company (10%). CSPCL will produce a range of petrochemicals, including ethylene, propylene, styrene monomer, propylene oxide, mono-ethylene glycol, polypropylene, high-density polyethylene, low-density polyethylene, and butadiene. This complex is targeted for commissioning towards the end of 2005 and is expected to produce 2.3 million tonnes per annum of petrochemical products. CNOOC and Shell Petrochemicals Marketing Company Ltd. (CSPMCL), also a 50:50 joint venture between Group companies and CPIL, coordinate pre-marketing services until CSPCL begins operations. Saudi Arabia The Saudi Petrochemical Company (SADAF), a 50:50 joint venture between Group companies and Saudi Basic Industries Corporation (SABIC), owns and operates a one million tonnes per year ethylene cracker and downstream plants capable of producing 3.6 million tonnes per year of crude industrial ethanol, ethylene dichloride, caustic soda, styrene, and methyl tertiary butyl ether. The marketing arms of both partners handle local and international marketing of SADAF products. The Group’s marketing effort is co-coordinated by Shell Trading (M.E.) Private Ltd. (Group interest 100%) located in Dubai, United Arab Emirates. Singapore Group companies own a 50% and 30% equity interest in two Sumitomo-managed joint ventures, Petrochemical Corporation of Singapore (Private) Ltd. (PCS) and The Polyoleﬁn Company (Singapore) Pte. Ltd. (TPC), respectively. PCS owns and operates two ethylene crackers with a total capacity of one million tonnes a year of ethylene and 500,000 tonnes a year of propylene. Ethylene Glycols (Singapore) Pte. Ltd. (Group interest 70%) owns and operates an ethylene oxide/glycols plant. Seraya Chemicals (Singapore) Pte. Ltd. (SCSL) (Group interest 100%) owns and operates a SM/PO plant, and operates a SM/PO plant owned by Ellba Eastern Pte Ltd., a 50:50 joint venture between the Group and BASF.

USA Shell Chemical LP (SCLP) has manufacturing facilities located at Mobile, Alabama; Martinez, California; St. Rose, Geismar and Norco, Louisiana; and Deer Park, Texas. Manufactured chemical products include lower olefins, aromatics, phenol, solvents, ethylene oxide/glycols, higher olefins and their derivatives, propanediol, styrene monomer, propylene oxide, additives, and catalysts. These chemical products are used in many consumer and industrial products and processes and are sold primarily to industrial markets in the United States. Basell manufactures advanced polyolefins at Bayport, Texas; Jackson, Tennessee; and Lake Charles, Louisiana. Infineum has manufacturing facilities at Argo, Illinois; Baytown, Texas; Bayway, New Jersey and Belpre, Ohio. CRIC catalyst manufacturing locations are at Martinez, Pittsburgh, and Azusa, in California; Michigan City, Indiana and Willow Island, West Virginia. Sabina Petrochemicals LLC, a joint venture owned by SCLP (62%), BASF Corporation (23%) and ATOFINA Petrochemicals, Inc. (15%) started production in the first quarter of 2004 at its 410,000 tonnes per year butadiene extraction facility in Port Arthur, Texas.

Other Western Hemisphere Canada Shell Chemicals Canada Ltd. (SCCL) (Group interest 100%) produces styrene, isopropyl alcohol, and ethylene glycol. Manufacturing locations are at Sarnia, Ontario and near Fort Saskatchewan, Alberta. SCCL sells its products to Shell Chemicals Americas Inc. (SCAI) (Group interest 100%). SCAI was incorporated in 2004 and commenced operations in January 2005. SCAI is

160 the marketing company for (i) all Canadian domestic sales of chemical products, (ii) all exports of Canadian made chemical products, and (iii) exports of US made chemical products where a Shell entity arranges transportation. PTT Poly Canada, L.P., a 50:50 joint venture (limited partnership pursuant to the Civil Code of Quebec, Canada) between SCCL and Investissements Petrochimie (2080) Inc., a subsidiary of the Societ´ e´ Gen´ erale´ de Financement du Quebec,´ has built a world-scale polytrimethylene terephthalate (PTT) plant near Montreal, Quebec, Canada. The 95,000 tonnes per year plant started production in late 2004. The joint venture markets PTT under the trademark CORTERRA‚ Polymers, with its main use in carpet and textile ﬁbres. Basell operates the isopropyl alcohol plant at Sarnia on behalf of Shell Chemicals Canada Ltd. Basell also owns and operates polypropylene units at Varennes, Quebec, and at Sarnia. Criterion Catalysts & Technologies Canada Inc, a CRI/Criterion company, manufactures catalyst at its Medicine Hat, Alberta plant. Puerto Rico Shell Chemical Yabucoa Inc. (SCYI) (Group interest 100%) owns and operates a 77,000- barrel per day reﬁnery producing feedstock for the Deer Park, Texas and Norco, Louisiana chemical plants. The facility also produces gasoline, diesel, jet fuel and residual fuels, primarily for use in Puerto Rico.

161 PART XI

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

1. Directors and senior management 1.1 The Royal Dutch Shell Board A1/14.1 Royal Dutch Shell has a single tier board of directors headed by a non-executive Chairman, with 6.A.1 management led by a Chief Executive. The Royal Dutch Shell Board comprises 10 non-executive 6.F.1(a) directors (including the Chairman) and ﬁve executive directors as set out below: — Aad Jacobs, Chairman and Chairman of the Nomination and Succession Committee(3) — Lord Kerr of Kinlochard, Deputy Chairman (and senior independent Non-executive director)(1),(3) — Jeroen van der Veer, Chief Executive — Peter Voser, Chief Financial Ofﬁcer — Malcolm Brinded, Executive director, Exploration and Production — Linda Cook, Executive director, Gas & Power — Rob Routs, Executive director, Oil Products and Chemicals — Maarten van den Bergh, Non-executive director(2) — Sir Peter Burt, Non-executive director(4) — Mary (Nina) Henderson, Non-executive director(2),(4) — Sir Peter Job, Non-executive director(1) — Wim Kok, Non-executive director and Chairman of the Social Responsibility Committee(2) — Jonkheer Aarnout Loudon, Non-executive director and Chairman of the Remuneration Committee(1),(3) — Christine Morin-Postel, Non-executive director(4) — Lawrence Ricciardi, Non-executive director and Chairman of the Audit Committee(4) (1) Member of the Remuneration Committee (2) Member of the Social Responsibility Committee (3) Member of the Nomination and Succession Committee (4) Member of the Audit Committee

Aad Jacobs is the non-executive Chairman of Royal Dutch Shell with responsibility for leadership of the Royal Dutch Shell Board. Aad Jacobs will be Chairman until his previously planned retirement at the Royal Dutch Shell annual general meeting in 2006 when it is envisaged that he will be succeeded by an external appointee. The search for his successor has commenced. Jeroen van der Veer will lead Royal Dutch Shell as Chief Executive. He is already acting as Group Chief Executive of the Royal Dutch/Shell Group. Reporting to Jeroen van der Veer are: Peter Voser, the Chief Financial Ofﬁcer; Malcolm Brinded, Executive director of Exploration and Production; Linda Cook, Executive director of Gas & Power; and Rob Routs, Executive director of Oil Products and Chemicals. Jeroen van der Veer chairs an Executive Committee comprising himself and the four executive directors named above. All the non-executive directors of Royal Dutch Shell are considered to be independent, with the exception of Maarten van den Bergh who was previously a Managing Director and President of Royal Dutch, and currently serves as a Managing Director of Shell Petroleum N.V.

162 Six of the 10 non-executive directors on the Royal Dutch Shell Board have been drawn from the seven members of the Royal Dutch Supervisory Board; four have been drawn from the nine non-executive directors of the Shell Transport Board. Five of the 10 non-executive directors are expected to be replaced by 2008, namely the Chairman in 2006 and two more in each of 2007 and 2008. The retiring non-executive directors will be replaced by candidates with the appropriate experience and qualiﬁcations to ensure the continued effectiveness of the Royal Dutch Shell Board’s supervision of the RDS Group.

A1/14.1 There are no family relationships between any members of the Royal Dutch Shell Board.

1.2 Details of Royal Dutch Shell directors A1/14.1 Short biographies of the Royal Dutch Shell directors and details of their roles including the principal 3.08 activities performed by the Royal Dutch Shell directors outside Royal Dutch Shell, Royal Dutch, Shell 6.F.2(a) Transport and the Royal Dutch/Shell Group and the names of all companies and partnerships of which each individual has been a director or partner at any time in the ﬁve years preceding the date of this document are set out below.

The business address of each Royal Dutch Shell director is Carel van Bylandtlaan 30, 2596 HR The 6.A.1 Hague, The Netherlands. (i) Aad Jacobs, born 28 May 1936 (68), is a Dutch national. He is Chairman of the Royal Dutch Shell Board. He was appointed a member of the Royal Dutch Supervisory Board in 1998 and Chairman of the Royal Dutch Supervisory Board in 2002. He was previously Chairman of the Board of Management of ING Groep N.V. from 1992 to 1998. Aad Jacobs holds or has held in the past ﬁve years the following directorships in addition to his directorships of Royal Dutch Shell and Royal Dutch and any directorships of Royal Dutch/Shell Group companies. He has not been a partner in any partnerships in the past ﬁve years.

Position Company Position still held Chairman of the Supervisory Joh. Enschede´ B.V. Yes Board Chairman of the Supervisory Imtech N.V. Yes Board Chairman of the Supervisory VNU N.V. Yes Board Vice-Chairman of the Buhrmann N.V. Yes Supervisory Board Vice-Chairman of the IHC Caland N.V. Yes Supervisory Board Member of the Supervisory ING Groep N.V. Yes Board Member of the Supervisory Euronext N.V. No (resigned May Board 2003) (ii) Lord Kerr of Kinlochard GCMG, born 22 February 1942 (63), is a British national. He is Deputy Chairman (and senior independent non-executive director) of Royal Dutch Shell. He was appointed a director of Shell Transport in 2002. Previously, he was UK Permanent Representative to the EU, British Ambassador to the US, Foreign Ofﬁce Permanent Under Secretary of State and Head of the UK Diplomatic Service. On leaving government service he was Secretary-General of the European Convention (2002 to 2003). A member of the House of Lords since 2004, he is now Chairman of the Court and Council of Imperial College, London and a trustee of the National Gallery and the Rhodes Trust.

163 Lord Kerr holds or has held in the past ﬁve years the following directorships in addition to his directorships of Royal Dutch Shell and Shell Transport and any directorships of Royal Dutch/ Shell Group companies. He has not been a partner in any partnerships in the past ﬁve years.

Position Company Position still held Non-executive director Rio Tinto plc Yes Non-executive director Rio Tinto Limited Yes Non-executive director Scottish American Investment Yes Company plc

(iii) Jeroen van der Veer, born 27 October 1947 (57), is a Dutch national. He is the Chief Executive of Royal Dutch Shell. He joined the Royal Dutch/Shell Group in 1971 in reﬁnery process design and has held a number of senior management positions around the world. He was appointed President of Royal Dutch in 2000, having been a Managing Director since 1997. He was appointed Chairman of the Committee of Managing Directors of the Royal Dutch/Shell Group in March 2004 and Group Chief Executive in October 2004.

Jeroen van der Veer holds or has held in the past ﬁve years the following directorships in addition to his directorships of Royal Dutch Shell and Royal Dutch and any directorships of Royal Dutch/ Shell Group companies. He has not been a partner in any partnerships in the past ﬁve years. Position Company Position still held Non-executive director Unilever (being Yes Unilever N.V., Unilever plc and Unilever Holdings Ltd) Member of the De Nederlandsche Bank N.V. No (resigned September 2004) Supervisory Board

(iv) Peter Voser, born 29 August 1958 (46), is a Swiss national. He is Chief Financial Officer of Royal Dutch Shell. He was employed from 1982 to March 2002 by the Royal Dutch/Shell Group in a variety of finance and business roles in Switzerland, the UK, Argentina and Chile, including Group Chief Internal Auditor of the Royal Dutch/Shell Group, Chief Financial Officer of Shell Europe Oil Products and Chief Financial Officer of Shell International Oil Products. He was appointed Managing Director of Shell Transport and a Royal Dutch/Shell Group Managing Director with effect from October 2004.

Peter Voser holds or has held in the past five years the following directorships in addition to his directorships of Royal Dutch Shell and Shell Transport and any directorships of Royal Dutch/Shell Group companies. He has not been a partner in any partnerships in the past five years. Position Company Position still held Member of the Aegon N.V. Yes Supervisory Board Member of the UBS AG Yes Supervisory Board Chief Finance Officer ABB Ltd No (resigned September 2004) Non-executive director Swiss-American Chamber of No (resigned September 2004) Commerce (in Switzerland)

(v) Malcolm Brinded CBE FREng, born 18 March 1953 (52), is a British national. He is Executive director, Exploration and Production of Royal Dutch Shell. He joined the Royal Dutch/Shell Group in 1974 and has held various positions around the world. He was Country Chair for the Royal Dutch/Shell Group in the UK from 1999 to 2002 and Director of Planning, Environment and External Affairs at Shell International Ltd. from 2001 to 2002. He became a Managing Director of Royal Dutch in 2002. In March 2004, he was appointed a director and Managing Director of Shell Transport and became Vice-Chairman of the Committee of Managing Directors. He has participated in and led various industry bodies, including the UK Industry Leadership Team which

164 he co-chaired from 1998 to 2001, covering all UK upstream industry operators, contractors and suppliers. Malcolm Brinded has held no directorships in the past five years other than his directorships of Royal Dutch Shell, Royal Dutch and Shell Transport and any directorships of Royal Dutch/Shell Group companies. He has not been a partner in any partnerships in the past five years. (vi) Linda Cook, born 4 June 1958 (46), is a US national. She is Executive director, Gas & Power of Royal Dutch Shell. She joined Shell Oil Company in Houston in 1980, having graduated from the University of Kansas with a degree in Petroleum Engineering. She worked for Shell Oil Company in Houston and California in a variety of technical and managerial positions until 1998 when she moved to The Hague and was appointed Director, Strategy & Business Development of the Shell Exploration and Production Global Executive Committee. She became Chief Executive Officer for Shell Gas & Power in London in January 2000. In 2003, she became President and Chief Executive Officer and a member of the board of directors of Shell Canada Limited. In August 2004, she was appointed a Managing Director of Royal Dutch and became a Royal Dutch/Shell Group Managing Director and Chief Executive Officer of Shell Gas & Power. She is a member of the Society of Petroleum Engineers.

Linda Cook holds or has held in the past ﬁve years the following directorship in addition to her directorships of Royal Dutch Shell and Royal Dutch and any directorships of Royal Dutch/Shell Group companies. She has not been a partner in any partnerships in the past ﬁve years.

Position Company Position still held Non-executive director The Boeing Company Yes

(vii) Rob Routs, born 10 September 1946 (58), is a Dutch national. He is Executive director, Oil Products and Chemicals of Royal Dutch Shell. He joined the Royal Dutch/Shell Group in 1971. He has held various positions in The Netherlands, Canada and the US and was previously President and Chief Executive Officer of Shell Oil Products US and President of Shell Oil Company and Country Chair for the Royal Dutch/Shell Group in the US. He was appointed a Managing Director of Royal Dutch and became a Royal Dutch/Shell Group Managing Director with effect from July 2003. Rob Routs holds or has held in the past five years the following directorship in addition to his directorships of Royal Dutch Shell and Royal Dutch and any directorships of Royal Dutch/Shell Group companies. He has not been a partner in any partnerships in the past five years.

Position Company Position still held Director INSEAD Yes

(viii) Maarten van den Bergh, born 19 April 1942 (63), is a Dutch national. He was appointed as a non-executive director of Royal Dutch Shell in October 2004. He was President of Royal Dutch from 1998 to 2000 having been a Managing Director of Royal Dutch since 1992. He was appointed a member of the Royal Dutch Supervisory Board in 2000.

Maarten van den Bergh holds or has held in the past ﬁve years the following directorships in addition to his directorships of Royal Dutch Shell and Royal Dutch and any directorships of Royal Dutch/Shell Group companies. He has not been a partner in any partnerships in the past ﬁve years.

Position Company Position still held Member of the Akzo Nobel N.V. Yes Supervisory Board Non-executive director British Airways plc Yes Non-executive director BT Group plc Yes Chairman Lloyds TSB Group plc Yes

165 (ix) Sir Peter Burt MA MBA LLD FRSE FCIBS, born 6 March 1944 (61), is a British national. He was appointed as a non-executive director of Royal Dutch Shell in October 2004. He was appointed a non-executive director of Shell Transport in 2002. He was Group Chief Executive of the Bank of Scotland and in 2001 became Executive Deputy Chairman of HBOS Plc and was Governor of the Bank of Scotland until 2003.

Sir Peter Burt holds or has held in the past ﬁve years the following directorships in addition to his directorships of Royal Dutch Shell and Shell Transport and any directorships of Royal Dutch/Shell Group companies. He is also a partner in the following partnerships.

Position Company Position still held Chairman ITV plc Yes Director R&A Trust Company (No. 1) Limited Yes Director R&A Trust Company (No. 2) Limited Yes Non-executive director Templeton Emerging Markets Yes Investment Trust plc Director HCEG Limited No (resigned April 2005) Director Honourable Company of Edinburgh No (resigned April Golfers Limited 2005) Chairman Dyslexia Scotland No (resigned March 2005) Director Edinburgh International Festival No (resigned June Society 2004) Director The Foundation for Skin Research No (resigned January 2004) Executive director HBOS plc No (resigned January 2003) Non-executive director Sainsbury’s Bank plc No (resigned January 2002) Partner (formerly a Gleacher Shacklock LLP (formerly Yes director & chairman) Gleacher Shacklock Ltd) Partner Gleacher Partners LLP Yes Partner West End Media Yes (x) Mary (Nina) Henderson, born 6 July 1950 (54), is a US national. She was appointed as a non-executive director of Royal Dutch Shell in October 2004. She was appointed a non-executive director of Shell Transport in 2001. She was previously President of a major division and Corporate Vice-President of Bestfoods, a US foods company, and was responsible for worldwide core business development. Mary (Nina) Henderson holds or has held in the past ﬁve years the following directorships in addition to her directorships of Royal Dutch Shell and Shell Transport and any directorships of Royal Dutch/Shell Group companies. She has not been a partner in any partnerships in the past ﬁve years.

Position Company Position still held Non-executive director AXA Financial Inc Yes Non-executive director Del Monte Foods Company Yes Non-executive director Pactiv Corporation Yes Non-executive director Visiting Nurse Service of New Yes York Non-executive director Hunt Corporation No (resigned December 2002)

166 (xi) Sir Peter Job, born 13 July 1941 (63), is a British national. He was appointed as a non-executive director of Royal Dutch Shell in October 2004. He was appointed as a non-executive director of Shell Transport in 2001. He was previously Chief Executive of Reuters Group Plc. Sir Peter Job holds or has held in the past ﬁve years the following directorships in addition to his directorships of Royal Dutch Shell and Shell Transport and any directorships of Royal Dutch/ Shell Group companies. He is also a partner in the following partnerships.

Position Company/Partnership Position still held Member of the Supervisory Board Deutsche Bank AG Yes Non-executive director Instinet Group Inc Yes Non-executive director Schroders plc Yes Non-executive director TIBCO Software Inc Yes Member of the Supervisory Board Bertelsmann AG No (resigned March 2005) Non-executive director GlaxoSmithKline plc No (resigned December 2004) Non-executive director Multex.com Inc No (resigned February 2003) Chief Executive Reuters Group plc No (resigned July 2001) Partner Take 3.8 Yes Partner Take 4 Yes Partner Take 6 Yes Partner Jones LaSalle Development Yes Partnership Partner CIP Bridgewater Place Ltd Yes Partnership (xii) Wim Kok, born 29 September 1938 (66), is a Dutch national. He was appointed as a non- executive director of Royal Dutch Shell in October 2004. He was appointed a member of the Royal Dutch Supervisory Board with effect from 1 July 2003. He chaired the Confederation of Dutch Trade Unions (FNV) before becoming a member of the Dutch Lower House of Parliament and parliamentary leader of the Partij van de Arbeid (Labour Party). He was appointed Dutch Minister of Finance in 1989 and Dutch Prime Minister in 1994, serving for two periods of government up to July 2002. Wim Kok holds or has held in the past five years the following directorships in addition to his directorships of Royal Dutch Shell and Royal Dutch and any directorships of Royal Dutch/Shell Group companies. He has not been a partner in any partnerships in the past five years. Position Company Position still held Member of the Supervisory Board ING Groep N.V. Yes Member of the Supervisory Board Koninklijke Luchtvaart Yes Maatschappij N.V. (KLM) Member of the Supervisory Board TPG N.V. Yes (xiii) Jonkheer Aarnout Loudon, born 10 December 1936 (68), is a Dutch national. He was appointed as a non-executive director of Royal Dutch Shell in October 2004. He was appointed a member of the Royal Dutch Supervisory Board in 1997. Jonkheer Aarnout Loudon holds or has held in the past five years the following directorships in addition to his directorships of Royal Dutch Shell and Royal Dutch and any directorships of Royal Dutch/Shell Group companies. He is also a partner in the following partnership.

167 Position Company/Partnership Position still held Chairman of the Supervisory Board ABN AMRO Holding N.V. Yes Chairman of the Supervisory Board Akzo Nobel N.V. Yes Member of the International Advisory Allianz AG Yes Board Member of the Supervisory Board Het Concertgebouw N.V. Yes Non-executive director Corus Group plc No (resigned April 2002) Chairman of the Supervisory Board Hollandsche Beton Groep No (resigned May 2002) N.V. Partner Maatschap ’s-Gravenhage Yes (xiv) Christine Morin-Postel, born 6 October 1946 (58), is a French national. She was appointed as a non-executive director of Royal Dutch Shell in October 2004. She was appointed a member of the Royal Dutch Supervisory Board in 2004. She was Chairman and CEO of Credisuez from 1993 to 1996. Christine Morin-Postel holds or has held in the past five years the following directorships in addition to her directorships of Royal Dutch Shell and Royal Dutch and any directorships of Royal Dutch/Shell Group companies. She has not been a partner in any partnerships in the past five years. Position Company Position still held Non-executive director Alcan Inc Yes Non-executive director Pilkington plc Yes Non-executive director 3i Group plc Yes Non-executive director Arlington Capital No (resigned January Investors (Europe) 2005) Non-executive director Fortis S.A./N.V. No (resigned March 2003) Executive Vice-President Suez S.A. No (resigned March 2003) Chief Executive and Chairman of the Suez-Tractebel (formerly No (resigned March 2001) Management Committee Societ´ e´ Gen´ erale´ de Belgique) Non-executive director The Rank Group plc No (resigned April 2001) (xv) Lawrence Ricciardi, born 14 August 1940 (64), is a US national. He was appointed as a non-executive director of Royal Dutch Shell in October 2004. He was appointed a member of the Royal Dutch Supervisory Board in 2001. He is Senior Adviser to the law firm Jones Day and to Lazard Freres & Co. and a trustee of the Pierpoint Morgan Library, the Andrew W. Mellon Foundation and Ithaka Harbors, Inc. Lawrence Ricciardi holds or has held in the past five years the following directorships in addition to his directorships of Royal Dutch Shell and Royal Dutch and any directorships of Royal Dutch/ Shell Group companies. He is also, or was in the past five years, a partner in the following partnerships. Position Company/Partnership Position still held Director The Reader’s Digest Yes Association Inc. Senior Vice President IBM No (resigned August 2002) Limited Partner Archstone Partners L.P. Yes Limited Partner Lehman Bros. Capital Yes Partners I Limited Partner KKR Partners II, L.P. Yes Limited Partner Stamford Associates Yes

1.3 Conﬁrmations No Royal Dutch Shell director:

A1/14.1(b) ) has any unspent convictions in relation to indictable offences or convictions in relation to 6.F.2(b) fraudulent offences;

168 A1/14.1(c) ) has been bankrupt or entered into an individual voluntary arrangement; 6.F.2(c)

A1/14.1(c) ) has been a director with an executive function of any company at the time of or within 12 months 6.F.2(d) preceding any receivership, compulsory liquidation, creditors voluntary liquidation, administration, company voluntary arrangement or any composition or arrangement with that company’s creditors generally or with any class of its creditors;

) has been a partner in a partnership at the time or within 12 months preceding any compulsory 6.F.2(e) liquidation, administration or partnership voluntary arrangement of such partnership;

) has had his assets the subject of any receivership or has been a partner of a partnership at the 6.F.2(f) time of or within 12 months preceding any assets thereof being the subject of a receivership;

A1/14.1(d) ) has been subject to any public criticism, ofﬁcial public incrimination and/or sanctions by any 6.F.2(g) statutory or regulatory authority (including any designated professional body) or has ever been disqualiﬁed by a court from acting as a director or member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of a company.

A1/14.2 1.4 Interests of Royal Dutch Shell directors in Royal Dutch Shell Shares following 3.09 A1/17.2 Completion 6.C.19 A3/3.3 6.F.4(a) Set out below are the expected interests of the Royal Dutch Shell directors in the issued share capital of 6.F.4(b) Royal Dutch Shell following Completion. This table has been prepared on the basis of the information 6.F.4(c) available as at 13 May 2005 (the last practicable date prior to the publication of this document).

Number of Royal Dutch Number of Shell Shares Royal Dutch Shell Number of held under Shares held under Number of Royal Dutch Shell the LTIP including the Deferred Royal Dutch Shell Director Shares dividend shares Bonus Plan Shares under option Aad Jacobs — — — — Lord Kerr of Kinlochard 2,873 — — — Jeroen van der Veer 26,660 255,532 24,932 934,200 Peter Voser — 74,068 — 229,866 Malcolm Brinded 22,397 195,947 21,482 707,426 Linda Cook 31,198 (held as — — 455,598 (including restricted shares) 36,087 Stock 434 (held as Appreciation Rights Royal Dutch Shell and interests in the ADRs) Shell Provident Fund worth 10,486 shares) Rob Routs — 176,559 — 554,932 Maarten van den Bergh 8,000 — — — Sir Peter Burt 2,873 — — — Mary (Nina) Henderson 2,585 — — — (held as Royal Dutch Shell ADRs) Sir Peter Job 1,025 — — — Wim Kok — — — — Jonkheer Aarnout Loudon 150,000 — — — Christine Morin-Postel — — — — Lawrence Ricciardi 20,000 (held as — — — Royal Dutch Shell ADRs) Assuming full acceptance of the Royal Dutch Offer during the Royal Dutch Offer Acceptance Period and on the basis of the information available as at 13 May 2005 (the last practicable date prior to the publication of this document), and except as set out above, no Royal Dutch Shell director will, immediately following Completion, have any interest in the issued share capital of Royal Dutch Shell which will be required to be notiﬁed to Royal Dutch Shell pursuant to sections 324 to 328 of the Companies Act, or which will be required to be entered in the register of directors’ interests maintained under section 325 of the Companies Act, or which will be interests of a connected person of a Royal

169 Dutch Shell director which would, if the connected person were a Royal Dutch Shell director, be required to be so notiﬁed or entered and the existence of which is known to, or could with reasonable diligence be ascertained by, that Royal Dutch Shell director.

A1/14.2 1.5 Conflicts of Interest A3/3.3 Save as set out in paragraph 4 of Part XXI of these Listing Particulars, no Royal Dutch Shell director has 3.09 any potential conflict of interest between their duties to Royal Dutch Shell and their private interests or other duties. 6.F.12 2. Executive directors’ service contracts and emoluments A1/16.1 2.1 Service contracts A1/16.2 (a) Current service contracts of the executive directors Jeroen van der Veer has a service contract with Shell Petroleum N.V. dated 1 July 2002. Rob Routs has a service contract with Shell Petroleum N.V. dated 1 July 2003. These contracts provide for the statutory notice period applicable to employees in The Netherlands, being one month for an employee and, depending on the duration of employment, a maximum of four months for the employer. They expire on 30 June following the individuals’ 60th birthdays. There are no pre-determined termination compensation arrangements. Malcolm Brinded has a service contract with The Shell Petroleum Company Limited dated 1 July 2004. The contract is terminable by three months’ notice from the employer, or one month’s notice from the employee, or automatically on 30 June following Malcolm Brinded’s 60th birthday. There are no pre-determined termination compensation arrangements. Linda Cook has a contract with Shell Expatriate Employment US Inc. effective 1 August 2004. Linda Cook’s employment is on an ‘‘at-will’’ basis and can therefore in principle be terminated at any time without notice. There are no pre-determined termination compensation arrangements. Peter Voser has a contract with SEECH AG effective 4 October 2004. The contract is terminable by either party giving three months’ notice or automatically on 30 June following Peter Voser’s 60th birthday. There is a temporary severance arrangement in the case of a company-initiated termination for reasons other than gross misconduct. During the first three years of employment, the severance pay would be equal to the sum of the applicable gross annual base pay and the most recent annual bonus, but in no event would be less than £1,000,000.

(b) Proposed service contracts for the executive directors 6.C.22(b) New contracts are proposed for the executive directors following Completion. It is intended that Jeroen van der Veer, Malcolm Brinded, Rob Routs and Peter Voser will be employed by Shell Petroleum N.V.. These contracts are intended to provide for the statutory notice period applicable to employees in The Netherlands, being one month for an employee and, depending on the duration of employment, a maximum of four months for the employer. They will expire on 30 June following the individuals’ 60th birthdays. It is intended that Linda Cook will be employed by Shell Expatriate Employment US Inc. Linda Cook’s employment is intended to be on an ‘‘at-will’’ basis. Under each contract, the relevant director and Royal Dutch Shell will agree that disputes will be settled by arbitration on terms substantially similar to those set out in the Royal Dutch Shell Articles (see paragraph 2.4 of Part VI for further detail). The service contracts of the executive directors will not contain any pre-determined settlements for early termination, with the exception of Peter Voser’s contract. If and when a situation arises in which a severance payment is appropriate, its terms and conditions will be recommended by the Remuneration Committee of Royal Dutch Shell, taking into account applicable law and corporate governance provisions. In the case of external hires, temporary severance arrangements may be agreed to facilitate the recruitment process. Peter Voser is a recent external hire. His contract will provide for severance pay equal to the sum of the applicable gross annual base pay and the most recent annual bonus, subject to a minimum of £1,000,000. This arrangement will continue until 3 October 2007.

170 Royal Dutch Shell proposes to enter into a deed of indemnity with each of the executive directors. The terms of each of these deeds will be identical and will reﬂect the new statutory provisions on indemnities introduced by the Companies (Audit, Investigations and Community Enterprise) Act 2004. Under the terms of each deed, Royal Dutch Shell will undertake to indemnify the relevant executive director, to the widest extent permitted by law, against any and all liability, howsoever caused (including by that director’s own negligence), suffered or incurred by that director in the course of that director acting as a director or employee of Royal Dutch Shell, any member of the RDS Group or certain other entities. It will be a term of each indemnity that Royal Dutch Shell and the relevant director agree to be bound by the provisions in the Royal Dutch Shell Articles relating to arbitration and exclusive jurisdiction (see paragraph 2.4 of Part VI for further detail).

2.2 Estimated 2005 remuneration payable A1/15.1 The estimated aggregate remuneration, including base pay and other beneﬁts, payable to executive 6.F.11 directors of Royal Dutch Shell in 2005 is £5,730,858. The executive directors will not receive any additional bonus payments as a result of the successful implementation of the Transaction.

2.3 Current remuneration policy and proposed remuneration policy The current remuneration policy and plans for the 2005 ﬁnancial year for the executive directors of Royal Dutch Shell are described below.

(a) Base pay Base pay levels are reviewed annually by the Remuneration Committee and are adjusted in line with market practice with effect from 1 July each year. The Remuneration Committee adjusted the Chief Executive’s base pay with effect from 1 November 2004 on account of his appointment as Chief Executive and his increased responsibilities. The current base pay salary levels for the executive directors of Royal Dutch Shell are:

A1/15.1 Role Name £ Chief Executive Jeroen van der Veer 1,060,647(1) Executive director Malcolm Brinded 705,000 Executive director Linda Cook 572,749(1) Executive director Rob Routs 636,388(1) Executive director Peter Voser 545,000 (1) Euro converted to Pounds Sterling at the year-end rate of exchange to achieve a Pounds Sterling equivalent of 31,500,000 for Jeroen van der Veer, 3810,000 for Linda Cook and 3900,000 for Rob Routs.

(b) Annual incentive The executive directors of Royal Dutch Shell are eligible for an annual bonus. As part of the annual business planning process, challenging ﬁnancial, operational and sustainable development targets are set to form a scorecard. Performance during the year is then measured against this scorecard and annual bonus awards are made on this basis. The target bonus level for 2005 will be 100 per cent. of base pay, in line with market practice.

(c) Deferred Bonus Plan The executive directors of Royal Dutch Shell will be eligible to participate in the Deferred Bonus Plan described in Part VI of these Listing Particulars, subject to its approval by Royal Dutch Shareholders and Shell Transport Ordinary Shareholders at the 2005 annual general meetings of Royal Dutch and Shell Transport. They will receive one Matching Share for every four Deferred Bonus Shares and Dividend Shares accumulated. They will be awarded up to three further performance Matching Shares (‘‘Performance Matching Shares’’) which will only be released if a performance target is met. The performance target on the release of the Performance Matching Shares relates to the total shareholder return (‘‘TSR’’) performance of the RDS Group against the major integrated oil companies (BP, ChevronTexaco, ExxonMobil and Total), as follows: 1. TSR ranked 1st: three Performance Matching Shares.

171 2. TSR ranked 2nd: two Performance Matching Shares. 3. TSR ranked 3rd: one Performance Matching Share. 4. TSR ranked 4th or 5th: no Performance Matching Shares. If the Deferred Bonus Plan is approved by the Royal Dutch Shareholders and the Shell Transport Ordinary Shareholders, deferrals in relation to the 2004 annual bonus will be made under this plan.

(d) Long-Term Incentive Plan Performance shares can be awarded conditionally once a year to the executive directors of Royal Dutch Shell under the LTIP described in paragraph 6.1 below. It is proposed that executive directors of Royal Dutch Shell will participate in an amended LTIP (as described in Part VI of these Listing Particulars) which will be voted on by Royal Dutch Shareholders and Shell Transport Shareholders at the 2005 annual general meetings of Royal Dutch and Shell Transport. The plan will allow for a conditional award of shares with a face value of up to two and a half times base pay. The Remuneration Committee will review the actual number of shares to be awarded to executive directors each year to reflect competitive market practice. The performance period will be no less than three consecutive years. The receipt of shares comprised in the award will be conditional on the satisfaction of a performance target over the performance period. The number of Royal Dutch Shell Shares received at the end of the performance period will depend on the performance of the RDS Group as measured by TSR against the major integrated oil companies (BP, ChevronTexaco, ExxonMobil and Total): 1. 200 per cent. of an award will be released if the RDS Group is in first place; 2. 150 per cent. of an award will be released if the RDS Group is in second place; 3. 80 per cent. of an award will be released if the RDS Group is in third place; and 4. Awards will lapse entirely if the RDS Group is in fourth or fifth place. The Remuneration Committee will assure itself that the underlying performance of the RDS Group is satisfactory before allowing awards to be released. In reaching this judgement, it will consider the scorecard for the RDS Group (discussed above at sub-paragraph (b)).

(e) Pension policy For Jeroen van der Veer and Rob Routs, the principal source of pension is the Stichting Shell Pensioenfonds (‘‘SSPF’’). This is a defined benefit fund to which executive directors contribute the same percentage of relevant earnings as other employees. Neither the annual bonus nor deferred bonus nor LTIP awards are pensionable. The retirement date of these executive directors is 30 June following their 60th birthdays. A change in retirement age is currently under consideration for the pension plan offered by the SSPF. A change to age 65 with effect from 1 January 2006 is proposed. The proposal and its effects will be assessed further during 2005. There are provisions in the SSPF for a surviving dependant benefit of 70 per cent. of actual or prospective pension. In case of death-in-service, a lump sum of two times annual base pay is paid. For Linda Cook, the principal sources of pension include pension plans and savings plans. Pension plans in which she participates are the Shell Pension Plan for US employees, and the US Senior Staff Pension Plan. These are defined benefit plans which are non-contributory. Savings plans are the Shell Provident Fund for US employees, the Shell Pay Deferral Investment Fund for US employees, the Senior Executive Group Deferral Plan and the Senior Staff Savings Fund. These are defined contribution plans which are contributory on a voluntary basis. In line with standard US market practice the annual bonus is pensionable. As there is no mandatory or normal retirement date in the US, pensions include provisions to allow for retirement at age 60. There are also provisions for a dependant benefit of 50 per cent. of actual or prospective pension. A lump sum death-in-service payment is not offered under the plans. For Malcolm Brinded, the principal sources of pension are the Shell Contributory Pension Fund (for service in the UK) and the Shell Overseas Contributory Pension Fund (for service overseas). Both funds

172 are defined benefit plans to which he contributes the same percentage of relevant earnings as other employees. Neither the annual bonus, deferred bonus nor LTIP awards are pensionable. Malcolm Brinded’s retirement date is 30 June, following his 60th birthday, and the maximum pension is two-thirds of his final remuneration, excluding bonuses. There are provisions, as for all members of the above- mentioned funds, for a dependant benefit of 60 per cent. of actual or prospective pension, and a lump sum death-in-service payment of three times annual pensionable salary. For Peter Voser, the principal source of his pension is the Shell Swiss Expatriate Pension Fund (‘‘SSEPF’’). This is a defined benefit fund to which all members contribute the same percentage of pensionable salaries. Peter Voser’s pension retirement date is his 60th birthday, and the maximum pension is 63 per cent. of his final remuneration, excluding bonuses. Neither the annual bonus, deferred bonus nor LTIP awards are pensionable. There are provisions in the SSEPF for a surviving dependant benefit of 70 per cent. of prospective pension. A lump sum of two times annual salary will be paid in case of death-in-service.

(f) Other benefits policy The executive directors are eligible to participate in regular employee benefit plans, including a company car benefit. Subject to paragraph 2.1(b) above, personal loans or guarantees are not granted to executive directors.

A1/15.1 2.4 2004 actual remuneration of executive directors 6.F.3 Executive directors’ 2004 emoluments are recorded in the following tables. Executive directors were eligible for awards under the current Deferred Bonus Plan, LTIP and Share Option Plans described in paragraph 6 of this Part XI. Details of awards under these plans are set out in the tables below.

(a) Emoluments of executive directors of Royal Dutch Shell who were members of the Royal Dutch Board of Management during 2004

Annual Other 3 Salaries bonus(1),(2) benefits(3) Total Jeroen van der Veer 1,281,774(4) 1,350,000 18,043 2,649,817 Malcolm Brinded(5) 148,080 160,593(6) 6,156 314,829 Linda Cook(7) 338,892 442,000 189,623 970,515 Rob Routs 884,516 810,000 139,850 1,834,366 (1) The annual bonus is included in the related performance year and not in the following year in which it is paid. (2) Jeroen van der Veer and Malcolm Brinded have opted to defer half of their 2004 bonus under the terms of the Deferred Bonus Plan (see paragraph 2.3 above). (3) Includes social security premiums paid by the employer and the employer’s contribution to the health insurance plan. Where applicable, school fees and other benefits are stated at a value employed by the fiscal authorities in The Netherlands. (4) Jeroen van der Veer’s salary increase with effect from 1 November 2004 did not come into payment until 2005 and will therefore be reported in the 2005 annual report and accounts. (5) Malcolm Brinded was a member of the Royal Dutch Board of Management until 3 March 2004, therefore, where appropriate, the 2004 emoluments are prorated. (6) Malcolm Brinded’s 2004 annual bonus amounted to £634,500 for the full year. His annual bonus from 4 March 2004 to 31 December 2004 has been included in table (b) below. (7) Linda Cook was appointed as a member of the Royal Dutch Board of Management with effect from 1 August 2004, therefore, where appropriate, the 2004 emoluments are prorated. US dollars converted to euro at the monthly average rate of exchange.

(b) Emoluments of executive directors of Royal Dutch Shell who were directors of Shell Transport during 2004

Salaries Annual Other £ and fees bonus(1),(2) beneﬁts(3) Total Malcolm Brinded(4) 601,478 525,283(5) 21,642 1,148,403 Peter Voser(6) 788,935 0 0 788,935 (1) The annual bonus is included in the related performance year and not in the following year in which it is paid.

173 (2) Malcolm Brinded has opted to defer half of his 2004 bonus under the terms of the Deferred Bonus Plan (see paragraph 2.3 above). (3) Includes social security premiums paid by Shell Transport, for the period from 4 March 2004 to 1 July 2004, Shell Transport’s contribution to the health insurance plan, school fees and car benefit. The car benefit is HMRC defined cash equivalent of the cost of company-provided vehicles. (4) Malcolm Brinded was appointed a Shell Transport Managing Director with effect from 3 March 2004, therefore, where appropriate, the 2004 emoluments are shown from this date. His emoluments up to and including 3 March 2004 are listed in the table (a) above. (5) Malcolm Brinded’s annual bonus amounted to £634,500 for the full year. His annual bonus up to and including 3 March 2004 is listed in the table (a) above. (6) Peter Voser was appointed a Shell Transport Managing Director with effect from 4 October 2004, therefore, where appropriate, the 2004 emoluments are prorated. His salaries and fees include a one-off transition payment of £645,000 paid on joining the Royal Dutch/Shell Group.

(c) Share options over Royal Dutch Shares granted under the Share Option Plans to executive directors of Royal Dutch Shell who were members of the Royal Dutch Board of Management during 2004

Granted Exercise during the price(1) Exercisable year 3 from date Expiry date Jeroen van der Veer 150,000 41.29 07.05.07 06.05.14 Linda Cook(2) 106,300 42.67 05.11.07 04.11.14 Rob Routs(3) 115,000 41.29 07.05.07 06.05.14 (1) The exercise price is the average of the opening and closing share prices over a period of five trading days prior to and including the day on which the options are granted (no discount). (2) As CEO of Shell Canada Limited, Linda Cook was awarded 120,000 share options under the Shell Canada LTIP over shares in Shell Canada Limited in January 2004. Half of these options were subject to performance conditions. Upon her appointment as a member of the Royal Dutch Board of Management, Linda Cook was prohibited from exercising any share options under the Shell Canada LTIP. All the share options under the Shell Canada LTIP were therefore cancelled on 26 July 2004. Linda Cook was paid a cash equivalent to the paper value of 10,000 of the non-performance related Shell Canada Limited shares, on the basis that she had qualified for 1/6th of these share options on a time pro-rated basis. She also received a replacement grant of 106,300 share options over Royal Dutch Shares in respect of the potential value of the options cancelled under the Shell Canada LTIP, in relation to both the remaining performance related shares and the non- performance related shares, offset by the cash payment to her. (3) Half of these interests have been notified to the AFM in accordance with articles 2a and 4(4) of the 1996 Disclosure of Holdings Act (Wet melding zeggenschap in ter beurze genoteerde vennootschappen) due to the manner in which these interests are held under matrimonial law.

(d) Share options over Shell Transport Ordinary Shares granted under the Share Option Plans to executive directors of Royal Dutch Shell who were directors of Shell Transport during 2004

Granted Exercise during the price(1) Exercisable year £ from date Expiry date Malcolm Brinded 800,000 3.99 07.05.07 06.05.14 Peter Voser 800,000 4.32 05.11.07 04.11.14 (1) The exercise price is the average of the opening and closing share prices over a period of ﬁve trading days prior to and including the day on which the share options are granted (no discount).

174 (e) Long-Term Incentive Plan (LTIP) awards of Royal Dutch Shares to executive directors of Royal Dutch Shell who were members of the Royal Dutch Board of Management during 2004

Performance shares under the LTIP Market conditionally price at awarded date of Start of End of during award(2) performance performance the year(1) 3 period period Jeroen van der Veer 63,211 41.29 01.01.04 31.12.06 Rob Routs 43,594 41.29 01.01.04 31.12.06 (1) 100 per cent. of the performance shares awarded in 2004 are subject to performance conditions. (2) The market price is based on the average of the opening and closing share prices over a period of ﬁve trading days prior to and including the day on which the number of shares is determined in accordance with the LTIP rules.

(f) Long-Term Incentive Plan (LTIP) awards of Shell Transport Ordinary Shares to executive directors of Royal Dutch Shell who were directors of Shell Transport during 2004

Performance shares under the LTIP Market conditionally price at awarded date of Start of End of during award(2) performance performance the year(1) £ period period Malcolm Brinded 353,383 3.99 01.01.04 31.12.06 Peter Voser 252,314 4.32 01.01.04 31.12.06 (1) 100 per cent. of the performance shares awarded in 2004 are subject to performance conditions. (2) The market price is based on the average of the opening and closing share prices over a period of ﬁve trading days prior to and including the day on which the number of shares is determined in accordance with the LTIP rules.

A1/15.2 2.5 Pensions (a) Pensions for executive directors of Royal Dutch Shell who were members of the Royal Dutch Board of Management during 2004

Years of Accumulated Group Increase annual Pension Age as at service as at in accrued pension as at premium 2004 31 December 31 December pension 31 December paid by employer 2004 2004 during 2004 2004 and accrued 3 thousand 3 thousand 3 thousand Jeroen van der Veer(1) 57 33 102 777 256 Linda Cook(2) 46 24 21(3) 324(4) 8(5) Rob Routs 58 26 54 506 177 (1) Jeroen van der Veer’s salary increase with effect from 1 November 2004 did not come into payment until 2005. The pension figures in the 2005 annual report and accounts of Royal Dutch will reflect this increase. (2) Linda Cook was appointed a member of the Royal Dutch Board of Management with effect from 1 August 2004, therefore, where appropriate, the 2004 pension figures are with effect from this date. (3) Includes an accrued pension increase and a movement in the exchange rate between the US dollar and euro over the period disclosed; US dollars converted to euro at the quarterly average rate of exchange. (4) US dollars converted to euro at the year-end rate of exchange. (5) US dollars converted to euro at the quarterly average rate of exchange. In addition, the Royal Dutch/Shell Group contributed 342,650 based on the quarterly average exchange rate to the Shell Provident Fund for US employees and the Senior Executive Group Deferral Plan, both of which are defined contribution plans. The pension contribution rates for executive directors of Royal Dutch Shell who were members of the Royal Dutch Board of Management during 2004 were as follows.

175 Company contributions were not required for the US Senior Staff Pension Plan during 2004. SEEUS’s contribution rate for the Shell Pension Plan was 5.1 per cent. in 2004. Linda Cook is not required to contribute to these plans. Jeroen van der Veer and Rob Routs’ 2004 contribution to the pension plan offered by the Stichting Shell Pensioenfonds was 8 per cent. of the amount of pensionable salary above the premium threshold. The contribution rate of Shell Petroleum N.V. was 20 per cent. during 2004. Maarten van den Bergh currently receives an annual pension of 0636,657.79.

(b) Pensions for executive directors of Royal Dutch Shell who were directors of Shell Transport during 2004

Accrued pension Transfer values of accrued benefits Increase in accrued pension over the year Increase Increase (excluding over the over the inflation) At Increase year At year less less 31 December over the (excluding 31 December director’s director’s 2004 year inflation) 2004 contributions contributions £ thousand £ thousand £ thousand £ thousand £ thousand £ thousand Malcolm Brinded(1) 411.25(2) 77.00 65.30 6,219.10 1,656.40 949.80 Peter Voser(3) 119.42(4) 114.58(5) 114.58(5) 1,130.41(4) 18.94(5) 18.94(5) (1) Malcolm Brinded resigned as a member of the Royal Dutch Board of Management on 3 March 2004 and was appointed a Managing Director of Shell Transport on the same date. The pension figures here reflect 2004 in full. (2) As a result of the 2003 valuation of the Shell Overseas Contributory Pension Fund, the Actuary requested that a special company contribution should be paid in addition to the usual company monthly contributions. The amount stated comprises the basic pension increase and a prorated amount relating to this additional employer contribution. (3) Peter Voser became a member of the SSEPF on 4 October 2004. His accrued rights from his previous employer have been transferred into the fund and are included. Additional funding will be provided in 2005 such that pension benefits under the SSEPF are available to him which will be equivalent to the pension benefit which would have been available to him under the SSEPF had he been a continuous active member of the SSEPF since 1 January following his 24th birthday to the date of him joining the SSEPF. The additional funding will amount to a lump sum of £1.57 million to be paid to the SSEPF in 2005 (Swiss francs converted to Pounds Sterling at the year-end rate of exchange to achieve a Pounds Sterling equivalent of CHF3.43 million). (4) Swiss francs converted to Pounds Sterling at the year-end rate of exchange. (5) Includes an accrued pension increase and a movement in the exchange rate between the Swiss franc and Pounds Sterling over the period disclosed; Swiss francs converted to Pounds Sterling at the quarterly average rate of exchange. The transfer values are calculated using the cash equivalent transfer value method in accordance with Actuarial Guidance Note GN11. The pension contribution rates for executive directors of Royal Dutch Shell who were executive directors of Shell Transport during 2004 were as follows. In 2004 The Shell Petroleum Company Limited’s contribution rate to the Shell Contributory Pension Fund was 17.7 per cent. The Shell Petroleum Company Limited’s contribution to the Shell Overseas Contributory Pension Fund during 2004 was 30 per cent. The Shell Petroleum Company Limited’s contribution to these pension funds is determined on the advice of the actuary. During 2004, Malcolm Brinded contributed 2 per cent. up to £30,000 per annum of relevant earnings and 6 per cent. of relevant earnings in excess of £30,000 per annum to these plans during the year. The 2004 contribution rates for both Peter Voser and SEECH AG for the Shell Swiss Expatriate Pension Fund (SSEPF) were 10 per cent. Contributions to this pension fund are based on the advice of actuaries.

176 3. Non-executive directors’ letters of appointment and fees 3.1 Letters of appointment (a) Royal Dutch Supervisory Board There are no letters of appointment for members of the Royal Dutch Supervisory Board. The terms of appointment of members of the Royal Dutch Supervisory Board are governed by Dutch company law, the Royal Dutch Articles (as amended from time to time) and the Rules of Procedure of the Royal Dutch Supervisory Board. Members of the Royal Dutch Supervisory Board are currently appointed by the general meeting of Royal Dutch Shareholders upon nomination by the meeting of holders of Royal Dutch Priority Shares. On 30 June each year, one of the members of the Royal Dutch Supervisory Board retires automatically by rotation. A member of the Royal Dutch Supervisory Board retiring by rotation is immediately eligible for reappointment by the general meeting of Royal Dutch Shareholders, unless he has reached retirement on other grounds at the same time. If a member of the Royal Dutch Supervisory Board is 70 on 1 April, he must retire on 30 June that year or, if occurring earlier, he must retire on 30 June of the year in which he has or will have served 10 years on the Royal Dutch Supervisory Board. The current schedule of retirement by rotation is as follows: Aad Jacobs is due to retire in 2006; Maarten van den Bergh is due to retire in 2008; Jonkheer Aarnout Loudon is due to retire in 2007; Wim Kok is due to retire by rotation in 2007 and finally in 2009; Christine Morin-Postel is due to retire by rotation in 2008 and finally in 2014; and Lawrence Ricciardi is due to retire by rotation in 2005 and finally in 2011.

At the annual general meeting of Royal Dutch, to be held on 28 June 2005, it is proposed to amend the Royal Dutch Articles. This will result, inter alia, in Royal Dutch having a single tier board. As a consequence of the abolition of the Royal Dutch Supervisory Board, the members of the Supervisory Board will resign by operation of law. Aad Jacobs, Jonkheer Aarnout Loudon, Christine Morin-Postel and Lawrence Ricciardi will be appointed as non-executive directors of Royal Dutch.

(b) Current letters of appointment of non-executive directors of Shell Transport In accordance with the Combined Code, non-executive directors of Shell Transport are appointed for specified terms of office by Shell Transport. The terms of office end at the close of business of the annual general meeting in the relevant year, subject to the provisions of the Shell Transport Articles. Subject to re-appointment for further terms, Mary (Nina) Henderson’s term of office ends in 2007, Sir Peter Job’s term of office ends in 2008 and Lord Kerr’s and Sir Peter Burt’s terms of office end in 2009. Their letters of appointment, dated February 2004, include reference to their terms of office subject to the provisions of the Shell Transport Articles regarding their election and re-election at annual general meetings. They provide for a notice period of three months and there are no compensation provisions upon early termination.

(c) Proposed letters of appointment of non-executive directors of Royal Dutch Shell In accordance with the Combined Code, non-executive directors of Royal Dutch Shell are appointed for specified terms of office. Other than the term of office for Aad Jacobs (which will end at the close of business of the annual general meeting in 2006), the term of office of each of the non-executive directors of Royal Dutch Shell will end, subject to the provisions of the Royal Dutch Shell Articles and to re-appointment for further terms, at the close of business of the annual general meeting in 2007.

The letters of appointment of the non-executive directors of Royal Dutch Shell provide for a notice period of three months and there are no compensation provisions upon early termination. It is a term of each appointment that Royal Dutch Shell and the relevant director agree to be bound by the provisions in the Royal Dutch Shell Articles relating to arbitration and exclusive jurisdiction (see paragraph 2.4 of Part VI for further detail).

Royal Dutch Shell proposes to enter into a deed of indemnity with each of the non-executive directors. The terms of each of these deeds are identical to the terms of the deeds of indemnity proposed to be entered into with executive directors as described in paragraph 2.1(b) of this Part XI.

177 3.2 Estimated 2005 fees payable The estimated aggregate fees payable to non-executive directors of Royal Dutch Shell in 2005 are £970,000.

The non-executive directors of Royal Dutch Shell will not receive any additional bonus payments as a result of the successful implementation of the Transaction.

3.3 Current fee policy and proposed fee policy The current fee policy and plans for the 2005 ﬁnancial year for members of the Royal Dutch Supervisory Board and the Shell Transport non-executive directors are described below.

(a) Fees of members of the Royal Dutch Supervisory Board At its last review in December 2002, the Royal Dutch Supervisory Board resolved to increase the Royal Dutch Supervisory Board fees to 055,000 per member per annum and the additional fee for the Chairman to 015,000 per annum, with effect from 1 January 2003. Also an additional fee, amounting to 02,375 per meeting, is payable to Royal Dutch Supervisory Board members required to make intercontinental trips to attend Supervisory Board meetings. Fees for each membership of the committees of the Supervisory Board are 07,000. The current fee policy is not expected to change as a result of the proposed amendments to the Royal Dutch Articles.

(b) Fees of non-executive directors of Shell Transport All non-executive directors of Shell Transport are paid an annual fee of £50,000 with an additional fee of £5,000 per annum for acting as Chairman of one of the three joint committees of non-executive directors and an additional fee for the Chairman of the Board of £50,000 per annum. Where the Chairman serves as the Chairman of Conference, as is the position currently, an additional payment of £50,000 per annum is receivable from the Royal Dutch/Shell Group holding companies. An additional fee of £1,500 per meeting is payable to non-executive directors who undertake intercontinental travel to attend a meeting.

All other non-executive directors of Royal Dutch Shell will be paid an annual fee of £70,000 with an additional fee of: £30,000 per annum for acting in the role of Senior Independent Director and Deputy Chairman; £25,000 per annum for acting as Chairman of the Audit Committee; £20,000 per annum for acting as Chairman of the Remuneration Committee; £15,000 per annum for acting as Chairman of any other committee of the Board(1); £15,000 per annum for membership of the Audit Committee(2); £11,500 per annum for membership of the Remuneration Committee(2); and £8,000 per annum for membership of any other committee of the Board(2). (1) Aad Jacobs has capped his annual fee for 2005 at £150,000 and so he will not receive any additional fee for acting as Chairman of the Nomination Committee. (2) The Chairman of a committee of the Board does not receive an additional fee for membership of that committee.

An additional fee of £3,000 per meeting is payable to non-executive directors who undertake intercontinental travel to attend a meeting, although there will be no payment for one meeting per year requiring intercontinental travel, held in a location other than The Hague or London.

178 3.4 2004 actual fees paid to non-executive directors of Royal Dutch Shell (a) Fees paid to members of the Royal Dutch Supervisory Board The fees paid to members of the Royal Dutch Supervisory Board, who are also Royal Dutch Shell directors, during 2004 were as follows: 3 2004 Aad Jacobs 77,000 Maarten van den Bergh 93,468 Wim Kok 62,000 Jonkheer Aarnout Loudon 69,000 Christine Morin-Postel(1) 31,000 Lawrence Ricciardi 90,500 (1) Appointed as from 1 July 2004.

(b) Fees paid to non-executive directors of Shell Transport The fees paid to non-executive directors of Shell Transport, who are also Royal Dutch Shell directors, during 2004 were as follows: £ 2004 Sir Peter Burt 50,000 Nina Henderson 65,000 Sir Peter Job 50,000 Lord Kerr of Kinlochard 50,000

A1/14.2 3.5 Royal Dutch Shell directors’ loans 6.F.7 There are no outstanding loans made by any of Royal Dutch Shell, Royal Dutch, Shell Transport or any member of the Royal Dutch/Shell Group to any of the Royal Dutch Shell directors nor have any guarantees been provided by any of Royal Dutch Shell, Royal Dutch, Shell Transport or any member of the Royal Dutch/Shell Group for the beneﬁt of any of the Royal Dutch Shell directors.

4. Board practices 4.1 Royal Dutch Shell Board Committees (a) Matters reserved to the Board The Royal Dutch Shell Board will meet on a regular basis and has a formal schedule of matters reserved to it. These matters include the following:

(i) strategy, management and overall direction of the RDS Group;

(ii) changes to structure, listings and status as a public limited company;

(iii) approval of preliminary announcements of interim and ﬁnal results and the annual report, approval of the dividend policy, declarations of dividends and treasury policy and approval of any signiﬁcant changes to accounting policies or practices;

(iv) maintenance of a sound system of internal control and risk management;

(v) major capital projects, investments and contracts, and major lending or borrowing by Royal Dutch Shell outside its treasury policy;

179 (vi) approval of shareholder communications;

(vii) board membership and other appointments; and

(viii) determining remuneration policy; determining remuneration of non-executive directors.

A1/16.4 (b) Corporate governance Royal Dutch Shell intends to comply fully with the provisions of the Combined Code and with applicable US law and NYSE listing standards.

(c) Committees of non-executive directors There are four Royal Dutch Shell Board Committees made up of non-executive directors. These are the Nomination and Succession Committee, the Audit Committee, the Remuneration Committee and the Social Responsibility Committee. Nomination and Succession Committee. The Nomination and Succession Committee makes recommendations to the Royal Dutch Shell Board on all Board appointments and re-appointments. The Nomination and Succession Committee regularly reviews the structure, size and composition (including the required skills, knowledge and experience) of the Royal Dutch Shell Board and makes recommendations with regard to any adjustment deemed necessary. It evaluates, prior to an appointment being made, the skills, knowledge and experience on the Royal Dutch Shell Board and defines the role and the capabilities required for a particular appointment. It is responsible for identifying and nominating suitable candidates for the approval of the Royal Dutch Shell Board to fill vacancies as and when they arise. The Nomination and Succession Committee keeps under review the leadership needs of Royal Dutch Shell. The Nomination and Succession Committee also makes recommendations to the Royal Dutch Shell Board concerning the succession plans for both executive directors and non-executive directors, on the re-appointment of any non-executive director at the conclusion of the specified term of office and on any matters relating to the continuation in office of any director. The Nomination and Succession Committee also makes recommendations on the appointment of the chairman of each of the Audit Committee, the Remuneration Committee and the Social Responsibility Committee and, in consultation with the chairman of the relevant committee, the membership of those committees. It also makes recommendations in respect of corporate governance guidelines for Royal Dutch Shell and monitors compliance with corporate governance requirements and makes recommendations in respect of disclosures relating to corporate governance and its appointment processes. The members of the Nomination and Succession Committee are Aad Jacobs (Chairman), Lord Kerr of Kinlochard and Jonkheer Aarnout Loudon.

A1/16.3 Audit Committee. The Audit Committee assists the Royal Dutch Shell Board in fulfilling its responsibilities in relation to internal control and financial reporting, and carries out certain oversight functions on behalf of the Royal Dutch Shell Board. It is charged with monitoring the effectiveness of the RDS Group’s risk based internal control system. It monitors compliance with applicable external legal and regulatory requirements, the Shell Statement of General Business Principles and Code of Ethics. It has a duty to discuss with the RDS Group Chief Financial Officer, the RDS Group controller and the external auditors issues regarding accounting policies and practices. It reviews and discusses the integrity of the financial statements with management and the external auditors. It reviews, in conjunction with management, the policies of Royal Dutch Shell with respect to earnings releases, financial performance information and earnings guidance, reserves accounting and reporting and significant financial reporting issues. It establishes and monitors the implementation of procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing or other matters, including mechanisms for the confidential or anonymous submission of related concerns by employees, ensuring that these procedures provide for proportionate and

180 independent investigation of such matters and appropriate follow up action. It monitors the effectiveness of the procedures of Royal Dutch Shell for internal control over financial reporting. The Audit Committee reviews and assesses the internal audit function’s remit, the appropriateness of internal audit strategies and the annual internal audit plan. It monitors the execution and results of the audit plan. It reviews and assesses management’s response to audit findings and recommendations. It discusses the adequacy of the risk management and internal control system of Royal Dutch Shell and any significant matters arising from the internal audit with the chief internal auditor, management and the external auditors. It monitors the qualifications, expertise, resources and work structure of the internal audit function. It considers the standards employed by the internal audit function, quality assurance procedures and auditor competence. It assesses annually the performance of the chief internal auditor, including the role and effectiveness of internal audit in the overall context of the risk management and internal control systems of the RDS Group. The Audit Committee makes recommendations to the Royal Dutch Shell Board for it to put to the Royal Dutch Shell Shareholders for approval in general meeting, in relation to the appointment, re-appointment and removal of the external auditors. It investigates the issues giving rise to any resignation of the external auditors and considers whether any action is required. It reviews and approves the engagement letter for the external auditors. It monitors the execution and results of the audit. It also monitors the qualifications, expertise, resources and independence of the external auditors and assesses annually the performance and effectiveness of the external auditors. It establishes and monitors policies for and external disclosures in respect of the pre-approval of all audit services and permissible non-audit services to be provided by the external auditors and the hiring of employees or former employees of the external auditors. It obtains annually a report from the external auditors describing all relationships between the external auditors and Royal Dutch Shell and material issues raised by internal quality control reviews or by any external inquiry or investigation. The Audit Committee updates the Royal Dutch Shell Board about its activities after each Audit Committee meeting. Where the Audit Committee is not satisfied with any aspect of risk management and internal control, financial reporting or audit-related activities, it reports to the Royal Dutch Shell Board. The Audit Committee is also responsible for bringing to the attention of the Royal Dutch Shell Board material issues regarding accounting, internal accounting controls or auditing. It is responsible for describing in the annual report how it has discharged its responsibilities and how auditor objectivity and independence has been safeguarded. The members of the Audit Committee are Lawrence Ricciardi (Chairman), Sir Peter Burt, Mary (Nina) Henderson and Christine Morin-Postel.

A1/16.3 Remuneration Committee. The Remuneration Committee determines and agrees with the Royal Dutch Shell Board the remuneration policy and individual remuneration packages for the Chairman, the Chief Executive and the executive directors. It monitors the remuneration for other senior executives and makes recommendations if appropriate. The Remuneration Committee determines and agrees with the Royal Dutch Shell Board the framework remuneration policy for the Chairman, the Chief Executive and the other executive directors, ensuring that remuneration is adequate to attract, retain and motivate high calibre individuals. Within the terms of the agreed framework remuneration policy, it determines individual remuneration packages for the Chairman and the Chief Executive, and, in consultation with them, for other executive directors. It monitors the structures and levels of remuneration for other senior executives and makes recommendations if appropriate. It determines and agrees with the Royal Dutch Shell Board a performance framework and endorses its application in setting performance targets for the remuneration of the Chief Executive and other executive directors and, assessing their performance against such targets, determines resultant annual remuneration levels. The Remuneration Committee also approves employee share plans and other incentive plans for executive directors. It considers and advises on the terms of any contract to be offered to a director. It approves pension arrangements for executive directors and any major changes to employee beneﬁt arrangements applicable to them. It reviews and endorses the policy for authorising claims for expenses from the Chief Executive and the Chairman.

181 The Remuneration Committee prepares an annual remuneration report and ensures that all necessary disclosures within its remit are properly made.

The members of the Remuneration Committee are Jonkheer Aarnout Loudon (Chairman), Lord Kerr of Kinlochard and Sir Peter Job.

Social Responsibility Committee. Under its terms of reference, the Social Responsibility Committee reviews the policies and conduct of the RDS Group with respect to the Shell Statement of General Business Principles as well as the RDS Group’s health, safety and environment policy, other relevant RDS Group policies and standards and major issues of public concern, making recommendations to the Royal Dutch Shell Board accordingly. It also oversees the design of internal control procedures relating to the Shell Statement of General Business Principles and health, safety and environment policy, and makes recommendations to the Royal Dutch Shell Board accordingly.

The members of the Social Responsibility Committee are Wim Kok (Chairman), Maarten van den Bergh and Mary (Nina) Henderson.

(d) The Executive Committee

The Executive Committee comprises the Chief Executive, the Chief Financial Ofﬁcer and the other executive directors. The Executive Committee is responsible for Royal Dutch Shell’s overall business and affairs and has ﬁnal authority in all matters of management that are not within the duties and authorities of the Royal Dutch Shell Board or of the general meeting of Royal Dutch Shell. It implements all Board resolutions and supervises all management levels in Royal Dutch Shell.

The Chief Executive is Jeroen van der Veer. The Chief Financial Ofﬁcer is Peter Voser and the other executive directors are Malcolm Brinded, Executive director of Exploration and Production; Linda Cook, Executive director of Gas & Power and Rob Routs, Executive director of Oil Products and Chemicals.

A1/17.1 5. Employees 6.D.10

5.1 Permanent employees

The following table shows the average numbers of permanent employees by segment and by geographical area:

thousands Employees by segment(1) (average numbers) 2004 2003 2002 Exploration and Production 17 17 17 Gas & Power 222 Oil Products 78 82 75 Chemicals 899 Corporate and other 998 114 119 111

Employees by geographical area(1) (average numbers) 2004 2003 2002 Europe Netherlands 10 11 11 UK 889 Others 26 27 26 44 46 46 Other Eastern Hemisphere 30 28 27 US 26 30 23 Other Western Hemisphere 14 15 15 114 119 111

(1) Excludes employees of associated companies such as those in Brunei, Germany, Oman and the US. Includes 50 per cent. of the employees of Shell Expro in the UK and of Nederlandse Aardolie Maatschappij B.V. in The Netherlands and 30 per cent. of The Shell Petroleum Development Company of Nigeria Limited.

182 5.2 Temporary employees

A1/17.1 The average number of temporary employees employed by the Royal Dutch/Shell Group during the last ﬁnancial year was 2,000.

A1/17.3 6. Royal Dutch/Shell Group Share Plans 6.F.8 6.1 Employee share plans The principal Royal Dutch/Shell Group Share Plans under which there are existing options or awards are summarised below. The plans summarised in paragraphs 6.1(a) to 6.1(e) will not be continuing following completion of the Transaction. The plans referred to in paragraphs 6.1(f) and 6.1(g) will be continuing following completion of the Transaction and are described further in paragraph 10 of Part VI of these Listing Particulars.

The shares subject to the plans are existing issued Royal Dutch Shares or Shell Transport Ordinary Shares and no dilution of shareholder equity in either company is involved. The current practice is that Royal Dutch Shares or Shell Transport Ordinary Shares (as applicable) to be delivered by a Royal Dutch/Shell Group company under these plans are generally bought in the market at the time the commitment under the relevant plan is made.

The effect of the Transaction on options and awards outstanding under the Royal Dutch/Shell Group Share Plans is set out in paragraph 6.3 below.

(a) Share Option Plans Under these plans, eligible employees may be granted share options over Royal Dutch Shares or Shell Transport Ordinary Shares. The price at which the Royal Dutch Shares or Shell Transport Ordinary Shares can be bought (the exercise price) is not less than the fair market value of those shares calculated as the average of the stock exchange prices over the ﬁve Business Days ending on the date of grant. However, in some of the United States plans the exercise price is the New York Stock Exchange price on the date of grant or on the day before the date of grant.

Options under the Share Option Plans are exercisable after three years from grant except for those granted under the United States plans which vest one-third per year for three years. Share options lapse ten years after grant; however, leaving employment with a company in the Royal Dutch/Shell Group may cause options to lapse earlier. Options under the Share Option Plans have, for certain staff categories, been granted subject to performance conditions.

(b) Restricted Share Plans Grants are made under these Restricted Share Plans on a highly selective basis for recruitment and retention of senior staff. Royal Dutch Shares or Shell Transport Ordinary Shares are granted subject to a three year restriction period. The Royal Dutch Shares or Shell Transport Ordinary Shares, together (in most cases) with additional Royal Dutch Shares or Shell Transport Ordinary Shares equivalent to the value of the dividends payable over the restriction period, are released to the individual at the end of the three-year period. Royal Dutch/Shell Group executive directors are not eligible to participate in these plans.

(c) Long-Term Incentive Plans Royal Dutch Shares or Shell Transport Ordinary Shares are awarded conditionally upon performance once a year under the LTIPs to Royal Dutch/Shell Group executive directors and selected senior executives. The plans allow for a maximum award with a face value of two times base pay. The value of Royal Dutch Shares or Shell Transport Ordinary Shares (as applicable) conditionally awarded reﬂects competitive market practice. Release of the Royal Dutch Shares or Shell Transport Ordinary Shares (as applicable) may occur three years after award. The entire award is expected to be released only in cases of exceptional performance.

183 (d) Deferred Bonus Plans

Royal Dutch/Shell Group executive directors who participate in these Deferred Bonus Plans have been able to defer up to a third of their bonus into Royal Dutch Shares or Shell Transport Ordinary Shares. The deferred bonus shares, together with shares equivalent to the value of dividends payable on the deferred bonus shares (‘‘Dividend Shares’’), are released three years after deferral. Provided that participants remain in employment for three years following the deferral, or reach normal retirement age within the three-year period, they will receive one additional Royal Dutch Share or Shell Transport Ordinary Share (as applicable) for every two deferred bonus and Dividend Shares accumulated. There is no further performance test for the additional matching shares beyond that governing performance in the relevant bonus year.

(e) Share appreciation rights plans and incentive phantom rights plans

Under these share appreciation rights plans and incentive phantom rights plans, eligible employees may be granted share appreciation rights or phantom rights over Royal Dutch Shares or Shell Transport Ordinary Shares. The rights give the employee the opportunity to realise a gain on exercise equivalent to the difference between the fair market value of such a share at the award date and the market price of such a share at the exercise date. Rights granted under the United States share appreciation rights plans and incentive phantom rights plans vest one-third per year for three years and those granted under the Russian share appreciation rights plans vest three years after grant. Payment at exercise will be made in cash or, in the case of some United States share appreciation rights plans and incentive phantom rights plans, any combination of cash and Royal Dutch shares.

(f) Continuing plans

The terms of the following Royal Dutch/Shell Group Share Plans are described in paragraph 10 of Part VI of these Listing Particulars.

) GESPP;

) GESPP (US);

) UK Sharesave Scheme;

) SAESOP;

) German Share Purchase Plan;

) German Capital Formation Plan; and

) Australian Plan.

As referred to above, these plans will be continuing following completion of the Transaction although options or awards will be over Royal Dutch Shell Shares rather than Royal Dutch Shares or Shell Transport Ordinary Shares (as applicable).

(g) The Shell Canada Plans

The Shell Canada Plans are described in Part VI of these Listing Particulars.

184 6.2 Outstanding options and awards under the Royal Dutch/Shell Group Share Plans 6.C.19 A1/21.1.6 The following information shows the outstanding options and awards under the Royal Dutch/Shell Group Share Plans. Details of the options and awards held by the executive directors under the Royal Dutch/Shell Group Share Plans can be found in paragraph 2 of this Part XI.

(a) Share Option Plans The following table shows, for 2003 and 2004, the number of Royal Dutch Shares or Shell Transport Ordinary Shares under option under the Share Option Plans (excluding the UK Sharesave Scheme) at the beginning of the year, the number of options granted, exercised and expired during the year and the number of Royal Dutch Shares or Shell Transport Ordinary Shares under option under the Share Option Plans at the end of the year, together with their weighted average exercise price translated at the respective end of year exchange rates:

Shell Transport Royal Dutch Ordinary Shares Shell Shares weighted Transport weighted Royal Dutch average Ordinary average Shares exercise Shares exercise Number price Number price (thousands) (US$) (thousands) (US$) Under option at 1 January 2003 33,381 59.86 101,447 8.26 Granted 15,643 45.13 41,893 6.74 Exercised — — (192) 6.47 Expired (1,003) 64.03 (2,813) 8.92 Under option at 31 December 2003 48,021 60.09 140,335 8.44 Granted 14,816 52.42 42,998 7.47 Exercised (495) 47.20 (1,341) 7.10 Expired (1,644) 68.14 (6,033) 9.69 Under option at 31 December 2004 60,698 60.56 175,959 8.73

The following tables provide further information about the options outstanding under the Share Option Plans (excluding the UK Sharesave Scheme) at 31 December 2004:

Royal Dutch

Options outstanding Options exercisable Weighted average Weighted Weighted remaining average average contractual exercise exercise Number life price Number price Range of exercise price US$ (thousands) (years) US$ (thousands) US$ 40-45 6,541 8.2 42.25 2,027 42.24 45-50 7,096 9.1 48.65 223 45.71 50-55 19,118 7.4 52.72 6,241 53.49 55-60 8,354 7.6 56.30 2,353 56.21 60-65 3,759 6.2 60.77 3,759 60.77 65-70 773 2.3 66.70 773 66.70 75-80 149 6.8 76.94 149 76.94 80-85 9,503 6.3 82.92 1,959 81.34 85-90 2,124 5.4 85.36 2,124 85.36 90-95 79 5.2 94.11 79 94.11 95-100 3,202 6.2 96.21 3,202 96.21

185 Shell Transport

Options outstanding Options exercisable Weighted average Weighted Weighted remaining average average contractual exercise exercise life price price Range of exercise prices US$ Number (years) US$ Number US$ 7-8 93,250 7.8 7.36 9,847 7.00 8-9 6,937 3.3 8.45 6,137 8.47 9-10 11,694 4.4 9.74 11,694 9.74 10-11 51,761 6.3 10.29 14,109 10.64 11-12 12,317 6.0 11.80 12,318 11.80

(b) Restricted Share Plans The total number of outstanding Royal Dutch Shares and Shell Transport Ordinary Shares awarded under the Restricted Share Plans as at 31 December 2004 was 166,997 and 834,110 respectively.

(c) Long-Term Incentive Plans The total number of outstanding Royal Dutch Shares and Shell Transport Ordinary Shares conditionally awarded under the Long-Term Incentive Plans as at 31 December 2004 was 306,723 and 1,156,145, respectively (including Dividend Shares to date).

(d) Deferred Bonus Plans The total number of Royal Dutch Shares outstanding under the deferred bonus plans as at 31 December 2004 was 34,610 (including Dividend Shares to date and matching shares conditionally awarded to date).

(e) Share appreciation rights plans and incentive phantom rights plans The total number of stock appreciation rights linked to the value of Royal Dutch Shares as at 31 December 2004 was 7,000,576.

(f) GESPP and GESPP (US) At 31 December 2004 16,024 (thousand) (2003: 4,754 (thousand)) Royal Dutch Shares and 25,881 (thousand) (2003: 19,742 (thousand)) Shell Transport Ordinary Shares were held by Royal Dutch/Shell Group companies in connection with the GESPP. As at 31 December 2004, no shares were held in relation to GESPP (US).

(g) UK Sharesave Scheme The following table shows, for 2003 and 2004 in respect of the UK Sharesave Scheme, the number of Shell Transport Ordinary Shares under option at the beginning of the year, the number of options granted, exercised and expired during the year and the number of Shell Transport Ordinary Shares under option at the end of the year:

Shell Transport Shell Transport Ordinary Shares Ordinary Shares 2004 weighted average 2003 weighted average (thousands) exercise price (thousands) exercise price Under option at January 1 15,089 4.21 18,680 4.24 Granted — — 4,975 3.72 Exercised (1,924) 3.62 (707) 4.04 Expired (2,634) 4.32 (7,859) 4.34 Under option at December 31 10,531 4.28 15,089 4.21

(h) SAESOP The total number of Shell Transport Ordinary Shares held by participants in the SAESOP as at 31 December 2004 was 2,255,530.

186 (i) German Share Purchase Plan and German Capital Formation Plan The total number of Royal Dutch Shares outstanding under the German Share Purchase Plan and German Capital Formation Plan as at 31 December 2004 was 193,581, and 147,113, respectively.

(j) Australian Plan The total number of Royal Dutch Shares held under the Australian Plans as at 31 December 2004 was 41,128.

(k) Shell Canada Plans The following table shows, for 2003 and 2004, the number of Shell Canada Limited shares under option under the Shell Canada LTIP.

Shell Canada Limited Common Shares Weighted Average Options Number (thousands) Exercise Price (US$) Under option at 1 January 2003 4,777 21.71 Granted 1,674 35.65 Exercised (505) 22.88 Expired (73) 26.03 Under option at 31 December 2003 5,873 29.43 Granted 1,697 45.99 Exercised (1,174) 22.73 Expired (286) 25.85 Under option at 31 December 2004 6,110 37.17 As at 31 December 2004, 265,000 Shell Canada Limited shares were held in trust in relation to the ESPP. As at 31 December 2004, 11,804 Shell Canada Limited shares were held in the name of the custodian in relation to the DSC.

6.3 Effect of the Transaction on options and awards outstanding under Royal Dutch/Shell Group Share Plans The intention is to provide for rollovers of participants’ existing options or other rights over Royal Dutch Shares or Shell Transport Ordinary Shares into equivalent rights over Royal Dutch Shell Shares, where possible and subject to local legal requirements. Such rollovers will be effected using the same exchange ratio as is being used in the Royal Dutch Offer or using the Shell Transport Share Exchange Ratio (as appropriate). This will enable the participants to maintain their interests in the RDS Group. The exchanged options or rights over Royal Dutch Shell Shares will, so far as possible, be on equivalent terms as to rights of exercise and other substantive terms and conditions as the existing options or rights over Royal Dutch Shares or Shell Transport Ordinary Shares. It is not intended that the rollovers will lead to any amendments of the terms of the existing options or other rights over Royal Dutch Shares or Shell Transport Ordinary Shares. Where there is no ability for Royal Dutch or Shell Transport to require rollover under the rules of the plans (for example, under certain Share Option Plans), a rollover will be made available. In relation to the UK Sharesave Scheme there will also be a right of exercise triggered by the Transaction. In relation to the Australian Plan, certain participants will not be able to rollover their Royal Dutch Shares into Royal Dutch Shell Shares. Participants in the Royal Dutch/Shell Group Share Plans will receive further details about the effect of the Transaction on their rights in a separate communication. To prevent the creation of minority holdings of Shell Transport Ordinary Shares upon the exercise of options over Shell Transport Shares under the Royal Dutch/Shell Group Share Plans which remain outstanding after the High Court sanctions the Scheme (if any), the Shell Transport Articles will be amended at the Shell Transport EGM to the effect that any Shell Transport Ordinary Shares to be delivered on the exercise of options will be automatically exchanged for ‘‘B’’ Shares using the Shell Transport Share Exchange Ratio.

187 PART XII

FINANCIAL INFORMATION RELATING TO ROYAL DUTCH SHELL

A1/20.1 Accountants’ report for Royal Dutch Shell from incorporation (2002) prepared in accordance 3.03(a) A1/20.5.1 with UK GAAP with a US GAAP reconciliation 3.03(c) A1/20.3 6.E.1 6.E.2 6.E.3(a) KPMG Audit Plc 6.E.9 6.E.10 8 Salisbury Square PricewaterhouseCoopers LLP London EC4Y 8BB 1 Embankment Place London WC2N 6RH

The Directors Royal Dutch Shell plc Shell Centre London SE1 7NA

Citigroup Global Markets Limited Citigroup Centre 3 Canada Square Canary Wharf London E14 5LB

NM Rothschild & Sons Limited New Court St. Swithin’s Lane London EC4P 4DU

19 May 2005

Dear Sirs Royal Dutch Shell plc (the ‘‘Company’’) We report on the ﬁnancial information set out below. This ﬁnancial information has been prepared for inclusion in the listing particulars dated 19 May 2005 (the ‘‘Listing Particulars’’) of Royal Dutch Shell plc. The Company was incorporated as Forthdeal Limited on 5 February 2002, was re-registered as a public limited company on 27 October 2004 and on that date changed its name to Royal Dutch Shell plc.

Basis of preparation The ﬁnancial information set out below is based on the audited statutory accounts of the Company for the ten months ended 31 December 2004 and the unaudited statutory accounts of the Company for the year ended 28 February 2004 and the period from 5 February 2002 to 28 February 2003 prepared on the basis described in Note 1 after making such adjustments as we consider necessary.

Responsibility Such accounts are the responsibility of the directors of the Company who approved their issue. The directors of the Company are responsible for the contents of the Listing Particulars in which this report is included.

188 It is our responsibility to compile the ﬁnancial information set out in our report from the accounts, to form an opinion on the ﬁnancial information and to report our opinion to you.

A1/20.1 Basis of opinion 3.03d We conducted our work in accordance with the Statements of Investment Circular Reporting Standards issued by the Auditing Practices Board of the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. The evidence included that previously obtained by us relating to the audit of the statutory accounts for the ten months ended 31 December 2004 underlying the financial information. Our work also included an assessment of significant estimates and judgements made by those responsible for the preparation of the accounts underlying the financial information and whether the accounting policies are appropriate to the circumstances of the Company, consistently applied and adequately disclosed. We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement whether caused by fraud or other irregularity or error. Our work has not been carried out in accordance with auditing or other standards generally accepted in the United States of America, The Netherlands or any other territory and accordingly should not be relied upon as if it had been carried out in accordance with those standards.

Opinion In our opinion the ﬁnancial information gives, for the purposes of the Listing Particulars, a true and fair view of the state of affairs of the Company as at the dates stated and of its results, recognised gains and losses and cash ﬂows for the periods then ended.

189 PROFIT AND LOSS ACCOUNTS

10 months US $ ended Year ended Period ended 31 December 28 February 28 February Note 2004 2004 2003* Administrative expenses (293,261) (697) (242) Operating loss (293,261) (697) (242) Other interest receivable and similar income 4 1,443,925 600 15 Profit/(loss) on ordinary activities before tax 2 1,150,664 (97) (227) Tax on profit/(loss) on ordinary activities 5 (387,262) — — Profit/(loss) after tax 763,402 (97) (227)

* For the period from incorporation on 5 February 2002 to 28 February 2003.

STATEMENTS OF TOTAL RECOGNISED GAINS AND LOSSES

10 months US $ ended Year ended Period ended 31 December 28 February 28 February 2004 2004 2003* Proﬁt/(loss) for the period 763,402 (97) (227) Currency translation adjustments (Notes 1 (c) and 11) 29,762,003 3,246 (33) Total recognised gains and losses for the period 30,525,405 3,149 (260)

* For the period from incorporation on 5 February 2002 to 28 February 2003.

RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS

10 months US $ ended Year ended Period ended 31 December 28 February 28 February 2004 2004 2003* Total recognised gains and losses for the period 30,525,405 3,149 (260) New share capital issued 366,429,959 — 21,042 Net addition to shareholders’ funds 396,955,364 3,149 20,782 Opening shareholders’ funds 23,931 20,782 — Closing shareholders’ funds 396,979,295 23,931 20,782

* For the period from incorporation on 5 February 2002 to 28 February 2003.

190 BALANCE SHEETS

US $ At At At 31 December 28 February 28 February Note 2004 2004 2003 CURRENT ASSETS Debtors 6 434,520 159 20,307 Investments 7 391,250,015 1,409 475 Cash at bank and in hand 11,970,737 23,508 — 403,655,272 25,076 20,782 CREDITORS: amounts falling due within one year 8 (6,675,977) (1,145) — NET CURRENT ASSETS 396,979,295 23,931 20,782 NET ASSETS 396,979,295 23,931 20,782

CAPITAL AND RESERVES Called up share capital 10 and 11 366,451,001 21,042 21,042 Currency translation reserve 11 29,765,216 3,213 (33) Proﬁt and loss account 11 763,078 (324) (227) SHAREHOLDERS’ FUNDS 11 396,979,295 23,931 20,782

Equity 939,475 23,931 20,782 Non-equity 396,039,820 — — 396,979,295 23,931 20,782

CASH FLOW STATEMENTS

10 months US $ ended Year ended 31 December 28 February Note 2004 2004 Net cash inflow/(outflow) from operating activities 12 14,316 (13) Returns on investments and servicing of finance Interest received 1,039,811 108 Capital expenditure and financial investment Purchase of bonds — (660) Management of liquid resources Increase in short term investments 1(g) (361,421,048) — Financing Issue of share capital 366,429,959 20,675 Short term financing from related party 5,568,718 — Increase in cash in the period 13 11,631,756 20,110

Reconciliation of net cash flow to movement in net funds Increase in cash in the period 11,631,756 20,110 Cash outflow from management of liquid resources 361,421,048 — Changes in net funds resulting from cash flows 373,052,804 20,110 Exchange movement 30,142,896 3,398 Movement in net funds in the period 403,195,700 23,508 Net funds at start of period 23,508 — Net funds at end of period 13 403,219,208 23,508

There were no cash movements in the period from 5 February 2002 to 28 February 2003.

191 NOTES TO THE FINANCIAL INFORMATION

1. Accounting policies The following accounting policies have been applied consistently in dealing with items that are considered material in relation to the Company’s financial information. a) Accounting convention and compliance with accounting standards The financial information has been prepared on a going concern basis under the historical cost convention and in accordance with the United Kingdom Companies Act 1985, applicable Accounting Standards in the United Kingdom and the accounting policies as described below. b) Foreign currency translation The functional currency of the Company for the 10 months ended 31 December 2004, year ended 28 February 2004 and period from 5 February 2002 (date of incorporation) to 28 February 2003 is the Euro. The Company has had a limited number of transactions since incorporation, but its net assets are predominately Euro denominated. Income and expense items denominated in currencies other than the functional currency are translated into the functional currency at the rate ruling on their transaction date. Monetary assets and liabilities recorded in currencies other than the functional currency have been expressed in the functional currency at the rates of exchange ruling at the respective balance sheet dates. Differences on translation are included in the profit and loss account. Share capital issued in currencies other than in the functional currency is translated into the functional currency at the exchange rate as at the date of issue. c) Presentation currency The Company’s presentation currency for each of the three periods is US dollars. On 21 October 2004 the ordinary share capital of the Company was purchased by Shell RDS Holding B.V., a company owned equally by Royal Dutch Petroleum Company (N.V. Koninklijke Nederlandsche Petroleum Maatschappij) (‘‘Royal Dutch’’) and The ‘‘Shell’’ Transport and Trading Company, p.l.c. (‘‘Shell Transport’’). On 28 October 2004, the Royal Dutch boards and the Shell Transport board announced that they had unanimously agreed to propose to shareholders the unification of Royal Dutch and Shell Transport under a single parent company, Royal Dutch Shell plc, which would, subject to shareholder approval, become the parent of Royal Dutch, Shell Transport and the Royal Dutch/Shell Group of companies (the companies, other than the Company and Shell RDS Holding B.V., in which Royal Dutch and Shell Transport together, either directly or indirectly, have control either through a majority of the voting rights or the right to exercise a controlling influence or to obtain the majority of the benefits and be exposed to the majority of the risks; the ‘‘Royal Dutch/Shell Group’’). The results of the Royal Dutch/Shell Group are presented in US dollars in the annual report and accounts of Royal Dutch and Shell Transport. As the intended parent company of the Royal Dutch/Shell Group, the directors of the Company, having considered the requirements to select the most appropriate accounting policies and presentation of results, have concluded that it is appropriate that the presentation currency of the Company is US dollars to enable relevance, comparability and understandibility of the financial information to existing Royal Dutch and Shell Transport shareholders. Assets and liabilities for each balance sheet presented are translated from the functional currency into US dollars using the closing rate at the date of the balance sheet. Income, expenses and cashflows recognised in the period are translated at an average US dollar exchange rate for the period. Resulting exchange differences are reflected as currency translation adjustments in the statement of total recognised gains and losses and are included in the currency translation reserve. Share capital is recorded at the historical rate on the date of being issued and is not re-translated at each subsequent balance sheet date.

192 The applicable exchange rates compared to the US dollar for each period are as follows: Euro Pound Sterling Average Period End Average Period End 10 months ended 31 December 2004 0.8077 0.7333 0.5469 0.5186 Year ended 28 February 2004 0.8618 0.8044 0.5995 0.5591 Period from 5 February 2002 (date of incorporation) to 28 February 2003 1.0271 0.9303 0.6534 0.6338 d) Taxation The Company is tax resident in The Netherlands. The Company records a tax charge or credit in the profit and loss account calculated at the tax rate prevailing in the year for tax payable to the Netherlands tax authorities. e) Deferred tax Deferred tax is recognised in respect of all timing differences that have originated, but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future, have occurred at the balance sheet date. Timing differences are differences between the Company’s taxable profit and its results as stated in the financial information that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial information. A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Amounts relating to deferred tax are undiscounted. f) Current asset investments Securities are stated at cost adjusted by the amortisation of premiums or the accrual of discounts, as appropriate, over periods to maturity. Provisions are made to reduce the carrying value of investments to their net realisable value when the net book value exceeds the net realisable value. g) Management of liquid resources The Company includes as liquid resources short term deposits that are readily convertible into known amounts of cash.

2. Proﬁt/(loss) on ordinary activities before tax Proﬁt/(loss) on ordinary activities before taxation is stated after charging the following: 10 months US $ ended Year ended Period ended 31 December 28 February 28 February 2004 2004 2003 Auditors’ remuneration for audit services 91,379 — —

US$201,034 was paid to the auditors in respect of work to re-register the Company as a public limited company in the 10 months ended 31 December 2004 (year ended 28 February 2004: US$ Nil, period ended 28 February 2003: US$ Nil). No other fees for non-audit services provided to the Company were payable to the auditors. Any audit fees for the year ended 28 February 2004 and the period ended 28 February 2003 were met by the former shareholder.

193 The Company had no employees during the 10 months ended 31 December 2004 (year ended 28 February 2004: Nil, period ended 28 February 2003: Nil).

3. Directors None of the directors received any emoluments (year ended 28 February 2004: US$ Nil, period ended 28 February 2003: US$ Nil) in respect of their services to the Company.

4. Other interest receivable and similar income 10 months US $ ended Year ended Period ended 31 December 28 February 28 February 2004 2004 2003 Interest from short term investments with a related party 1,434,229 — — Interest from banks and similar income 25 173 37 Proﬁt/(loss) on currency translation 9,671 427 (22) 1,443,925 600 15

5. Tax on proﬁt/(loss) on ordinary activities The charge for the 10 months ended 31 December 2004 of US$387,262 (year ended 28 February 2004: US$ Nil, period ended 28 February 2003: US$ Nil) is made up as follows: 10 months US $ ended Year ended Period ended 31 December 28 February 28 February 2004 2004 2003 Netherlands corporation tax 387,262 — — Total current tax charge 387,262 — — Deferred tax —— — Total tax charge 387,262 — —

The tax charge for the 10 months ended 31 December 2004 differs from the standard rates of The Netherlands corporation tax (29% and 34.5%). The differences are explained below: 10 months US $ ended Year ended Period ended 31 December 28 February 28 February 2004 2004 2003 (Profit)/loss on ordinary activities before tax (1,150,664) 97 227 Tax on (profit)/loss on ordinary activities at standard Netherlands corporation tax rates: of 29.0% 8,146 (28) (66) of 34.5% 387,288 — — 395,434 (28) (66) Effects of: Imputed interest in respect of short term financing from related party (8,172) — — Losses not utilised — 28 66 Current tax charge for the period 387,262 — —

There are no deferred tax losses carried forward at 31 December 2004. No deferred tax asset has been recognised in respect of tax losses carried forward at 28 February 2004 and 28 February 2003. Consequently there is no tax credit on the loss on ordinary activities before taxation for the year ended 28 February 2004 or the period ended 28 February 2003.

194 6. Debtors US $ 31 December 28 February 28 February 2004 2004 2003 Amounts receivable from related party 434,452 — — Amounts receivable from shareholders — — 20,174 Prepayments — 159 133 Other debtors 68 — — 434,520 159 20,307

7. Current asset investments US $ 31 December 28 February 28 February 2004 2004 2003 Short term investment with a related party 391,248,471 — — Other investments 1,544 1,409 475 391,250,015 1,409 475

8. Creditors: amounts falling due within one year US $ 31 December 28 February 28 February 2004 2004 2003 Amounts owed to a related party 5,940,827 — — Amounts owed to shareholders — 1,145 — Corporation tax payable 426,575 — — Accruals 308,575 — — 6,675,977 1,145 —

9. Financial instruments Financial assets and liabilities The Company’s ﬁnancial instruments are cash, investments in short term deposits and other short term investments debtors and creditors. Short term debtors and creditors have been excluded from the table below in accordance with United Kingdom Financial Reporting Standard 13:

The interest rate risk of ﬁnancial assets was:

US $ Fixed rate Floating rate Total 31 December 2004 euro 1,544 403,125,350 403,126,894 sterling — 93,858 93,858 28 February 2004 euro 1,409 — 1,409 sterling — 23,508 23,508 28 February 2003 euro 475 — 475 sterling ———

The weighted average interest rate for the ﬁxed rate ﬁnancial assets was:

Weighted average Weighted average period for which interest rate rate is ﬁxed % Years 31 December 2004 5.25 3.5 28 February 2004 5.25 4.4 28 February 2003 5.25 5.4

195 The tables below show the Company’s currency exposure for its monetary assets and liabilities. The exposures that are not denominated in the Company’s functional currency of Euro give rise to exchange gains and losses which are recognised in the proﬁt and loss account.

US $ Euro Sterling US Dollar Total 31 December 2004 Assets 403,561,240 94,032 — 403,655,272 Liabilities (5,940,827) (308,575) — (6,249,402) Total 397,620,413 (214,543) — 397,405,870

28 February 2004 Assets 1,568 23,508 — 25,076 Liabilities — (1,145) — (1,145) Total 1,568 22,363 — 23,931

28 February 2003 Assets 608 20,174 — 20,782 Liabilities — — — — Total 608 20,174 — 20,782

Fair value of financial assets and liabilities There is no significant difference between the book value and the fair value of financial assets and liabilities at 31 December 2004, 28 February 2004 and 28 February 2003.

Derivative ﬁnancial instruments In the period from incorporation until 31 December 2004, the Company has not entered into any foreign currency or interest rate contracts, swaps or similar instruments or arrangements.

Non-equity shares As at 31 December 2004, the Company had in issue 4,148,800,000 Euro deferred shares of 00.07 each (28 February 2004: Nil, 28 February 2003: Nil). See Note 10 for the explanation of dividend rights applicable to these shares.

10. Called up share capital

31 December 28 February 28 February 2004 2004 2003 Authorised 20,000 (28 February 2004: 20,000) (28 February 2003: 20,000) Ordinary shares of £1 each £20,000 £20,000 £20,000 30,000 (28 February 2004: Nil) (28 February 2003: Nil) Sterling deferred shares of £1 each £30,000 — — 4,500,000,000 (28 February 2004: Nil) (28 February 2003: Nil) Euro deferred shares of 00.07 each 0315,000,000 — —

196 US $ 31 December 28 February 28 February 2004 2004 2003 Allotted, called up and fully paid 20,000 (28 February 2004: 13,301) (28 February 2003: 13,301) Ordinary shares of £1 each 33,253 21,042 21,042 30,000 (28 February 2004: Nil) (28 February 2003: Nil) Sterling deferred shares of £1 each 54,685 — — 4,148,800,000 (28 February 2004: Nil) (28 February 2003: Nil) Euro deferred shares of 00.07 each 366,363,063 — — 366,451,001 21,042 21,042

The Company was incorporated with an authorised share capital of £1,000 divided into 1,000 ordinary shares of £1 each. On the date of incorporation, 1 ordinary share of £1 was issued at par. The following alterations to the authorised and issued share capital of the Company have taken place since its incorporation: a) On 21 March 2002, 300 ordinary shares of £1 were allotted and issued; b) On 25 February 2003: ) the authorised share capital was increased to £20,000 by the creation of 19,000 ordinary shares of £1 each ranking pari passu for all purposes with the existing ordinary shares. ) 13,000 ordinary shares were allotted, called up and fully paid up at par in money’s worth, with the amount outstanding at 28 February 2003 included within amounts receivable from shareholders (Note 6); c) On 21 October 2004: ) the authorised share capital was increased to £50,000 and 0315,000,000 by the creation of: i) 30,000 Sterling deferred shares of £1 each; and ii) 4,500,000,000 Euro deferred shares of 00.07 each ) 4,148,800,000 Euro deferred shares, 30,000 Sterling deferred shares and 6,699 Sterling ordinary shares were allotted, called up and fully paid up at par. d) On 22 November 2004 the rights attaching to the Euro deferred shares were amended such that the Company will have the right at any time to redeem all or any of the Euro deferred shares at a price not exceeding 00.01 (previously redeemable at the nominal value of 00.07 each) for all the Euro deferred shares redeemed at any one time without the requirement to give notice to the holder(s) of the Euro deferred shares. The Sterling deferred shares are redeemable only at the option of the Company at £1 for the whole class and carry no voting rights. There are no further rights to participate in profits or assets, including the right to receive dividends. Upon winding up or liquidation, the shares carry a right to repayment of paid up nominal value, ranking ahead of the ordinary shares, but behind the Euro deferred shares. The Euro deferred shares are redeemable only at the option of the Company at a price not exceeding 00.01 for all the Euro deferred shares redeemed at any one time and carry no voting rights. The shares carry a right to receive a non-cumulative preference dividend of 1 per cent of nominal value out of the profits of the Company available for distribution in each financial year, subject to a resolution under the Articles approving the distribution. No such resolution has been passed to date. Upon winding up or liquidation, the shares carry a preferred right to repayment of paid up nominal value. The Euro deferred shares represent the non-equity shareholders’ funds.

197 11. Reconciliation of movements in reserves and shareholders’ funds

Currency translation Proﬁt and US $ Share capital reserve loss account Total At 5 February 2002 — — — — Shares issued 21,042 — — 21,042 Loss retained for the period — — (227) (227) Currency translation adjustments — (33) — (33) At 28 February 2003 21,042 (33) (227) 20,782 Loss retained for the year — — (97) (97) Currency translation adjustments — 3,246 — 3,246 At 28 February 2004 21,042 3,213 (324) 23,931 Shares issued 366,429,959 — — 366,429,959 Proﬁt retained for the period — — 763,402 763,402 Currency translation adjustments — 29,762,003 — 29,762,003 At 31 December 2004 366,451,001 29,765,216 763,078 396,979,295

Currency translation adjustments for the 10 months ended 31 December 2004 are largely a result of the impact of the movements of the euro/US dollar exchange rate on the translation from the Euro functional to US dollar presentation currency of the short term investment with a related party.

12. Reconciliation of operating loss to net cash inﬂow/(outﬂow) from operating activities

10 months US $ ended Year ended Period ended 31 December 28 February 28 February 2004 2004 2003 Operating loss (293,261) (697) (242) Decrease in shareholder funding and prepayments 148 684 242 Increase in creditors 307,429 — — Net cash inﬂow/(outﬂow) from operating activities 14,316 (13) —

There were no cash movements in the period from 5 February 2002 until 28 February 2003.

13. Analysis of net funds

US $ 28 February Exchange 31 December 2004 Cash Flow Movement 2004 Cash at bank and in hand 23,508 11,631,756 315,473 11,970,737 Short term investments — 361,421,048 29,827,423 391,248,471 Total 23,508 373,052,804 30,142,896 403,219,208

28 February Exchange 28 February 2003 Cash Flow Movement 2004 US $ US $ US $ US $ Cash at bank and in hand — 20,110 3,398 23,508 Short term investments — — — — Total — 20,110 3,398 23,508

14. Related party transactions On 22 October 2004, 0290,469,029 (US$366,429,959) received from Shell RDS Holding B.V. was invested in short term deposits with Shell Treasury Centre Limited, an entity within the Royal Dutch/ Shell Group. The Company earned interest on these deposits of 01,158,490 (US$1,434,229) up to 31 December 2004.

198 At 31 December 2004 the balance outstanding with Shell Treasury Centre Limited was US$391,248,471 (made up of 0286,850,254 and £36,945) plus interest accrued of US$434,452 (0318,584). These balances are shown within Notes 7 and 6 respectively.

Interest on the euro deposit is earned at Euribor less 0.0625% and on the Sterling deposit at LIBOR less 0.125%. Interest earned is added to the principal amount outstanding at each maturity date. The deposits mature and are rolled over on a monthly basis. The deposits can be withdrawn prior to maturity but this will incur a breakage cost based on prevailing market interest rates.

Administrative expenses of US$697 and US$242 in the year ended 28 February 2004 and the period ended 28 February 2003 respectively were settled by the then shareholder, BFT Nederland B.V.. At 28 February 2004 US$1,145 was payable to the former shareholder (28 February 2003 US$20,174 receivable from the shareholder). The amount was reimbursed to the former shareholder in the 10 months ended 31 December 2004.

At 31 December 2004, a balance of US$5,940,827 (04,356,408) was owed to Shell Petroleum N.V., an entity within the Royal Dutch/Shell Group.

15. Ultimate parent undertaking

Royal Dutch Shell plc is a 100% owned subsidiary of Shell RDS Holding B.V., a company owned equally by Royal Dutch and Shell Transport, where the ﬁnancial rights of Royal Dutch and Shell Transport as shareholders, such as but not limited to the right to proﬁts and liquidation proceeds, are divided 60% for Royal Dutch and 40% for Shell Transport.

16. Subsequent events

On 28 October 2004, the Royal Dutch Boards and the Shell Transport Board announced that they had unanimously agreed to propose to shareholders the uniﬁcation of Royal Dutch and Shell Transport under a single parent company, Royal Dutch Shell plc.

On 18 May 2005, the Company, Royal Dutch and Shell Transport entered into an agreement which governs the implementation of the proposed transaction (the ‘‘Transaction’’) pursuant to which the Company will become the parent company of Royal Dutch and Shell Transport through:

) An exchange offer being made by the Company for all the Royal Dutch ordinary shares (the ‘‘Royal Dutch Offer’’); and

) A scheme of arrangement under section 425 of the UK Companies Act 1985 between Shell Transport and its ordinary shareholders (the ‘‘Scheme’’).

The terms of the Transaction reﬂect the current 60:40 ownership of the Royal Dutch/Shell Group by Royal Dutch and Shell Transport. The Transaction seeks to ensure that Royal Dutch Shareholders, Shell Transport Ordinary Shareholders, holders of Shell Transport Bearer Warrants and holders of Shell Transport ADRs are offered Royal Dutch Shell Shares or Royal Dutch Shell ADRs representing the equivalent economic interest in the RDS Group following implementation of the Transaction as their existing shares or ADRs represent in the Royal Dutch/Shell Group.

Royal Dutch Shell will have two classes of ordinary shares, Class A Shares and Class B Shares. Royal Dutch Shareholders are being offered Class A Shares (other than holders of Royal Dutch New York Registered Shares who are being offered Class A ADRs) under the Royal Dutch Offer. Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants are being offered Class B Shares under the Scheme and holders of Shell Transport ADRs are being offered Class B ADRs.

The Class A Shares and the Class B Shares will have identical rights except in relation to the Dividend Access Mechanism by which dividends having a UK source are intended to be paid to the holders of Class B Shares. The Dividend Access Mechanism seeks to preserve the current tax treatment of

199 dividends paid to Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants. On 27 April 2005, the directors resolved to redeem, with immediate effect, 9,760,000 Euro deferred shares for 00.01 in total, in accordance with the rights attaching to those shares. On 12 May 2005, the authorised share capital of the Company was increased to £50,000 and 0700,000,000 by the creation of 600,000 Class A Shares of 00.07 each, 2,759,360,000 Class B Shares of 00.07 each and 2,740,040,000 unclassified shares of 00.07 each (to be classified as Class A Shares or Class B Shares upon allotment at the discretion of the directors) and an ordinary resolution was passed authorising the directors to allot relevant securities (as defined in section 80 of the Companies Act 1985) up to an aggregate nominal amount of 0193,155,200 in connection with the Scheme. In addition 360,960,000 unissued Euro deferred shares were re-classified as unclassified shares (to be classified as Class A Shares or Class B Shares at the discretion of the Royal Dutch Shell directors). On 13 May 2005, the directors resolved to allot, conditional upon the Scheme becoming effective, Class B Shares up to an aggregate nominal value of 0193,155,200 to Relevant Holders (as that term is defined in the Scheme) in accordance with the terms of the Scheme. Also on 13 May 2005: ) a special resolution was passed conditional on the Royal Dutch Offer being declared unconditional (gestand wordt gedaan) in all respects: — re-classifying as Class A Shares, immediately upon the Royal Dutch Offer being declared unconditional (gestand wordt gedaan) in all respects, such number of issued Euro deferred shares as is equal to the number of Royal Dutch Shares validly tendered in the Royal Dutch Offer acceptance period multiplied by two; — re-classifying as Class A Shares, on each occasion that Royal Dutch Shares are validly tendered to the Royal Dutch Offer in the subsequent acceptance period (if any), such number of issued Euro deferred shares as is equal to that number of Royal Dutch Shares so tendered multiplied by two; and — re-classifying as Class A Shares, on each occasion that Royal Dutch Shares are offered to Royal Dutch Shell for exchange into Class A Shares after the later of the expiry of the Royal Dutch Offer acceptance period and the expiry of the subsequent acceptance period (if any) but at the absolute discretion of the Royal Dutch Shell directors (and subject to applicable law), such number of issued Euro deferred shares as is equal to that number of Royal Dutch Shares so offered multiplied by two; and ) a special resolution was passed, conditional upon Completion, reclassifying the Sterling ordinary shares of Royal Dutch Shell as Sterling deferred shares. There have been no other circumstances or events subsequent to the period end which require adjustment of or disclosure in the financial information or in the notes thereto.

17. US GAAP Under US GAAP, financial information is not presented for the period prior to the acquisition of the Company by Shell RDS Holding B.V. on 21 October 2004. Prior to this date the activities of the Company relate to the previous owners and so have no ongoing significance to shareholders and were limited to the holding of investments and cash of an inconsequential amount. Under US GAAP, push down accounting requirements, the excess of the consideration paid by Shell RDS Holding B.V. over the book value of the net assets of Royal Dutch Shell at the date of acquisition (which did not differ from the fair value) would have been recorded as an increase in equity and would have been charged to the Profit and Loss account of Royal Dutch Shell as an organisation cost. Under UK GAAP, there is no effect on the accounts of Royal Dutch Shell relating to the change of control of the Company. Consequently, for the period from 21 October 2004 to 31 December 2004, the

200 Proﬁt after tax (Net Income) and Total recognised gains and losses (Comprehensive income) under UK GAAP would be reduced by US$3 million when measured under US GAAP, resulting in a net loss for the period under US GAAP of US$2 million. At 31 December 2004, there are no differences between Shareholders’ funds (Shareholders’ equity) as presented in the ﬁnancial statements and the amounts that would be presented under US GAAP.

Statement of cash flows The statement of cash flows prepared under UK GAAP presents substantially the same information as that required under US GAAP except for the classification of items within the statements and the definition of cash under UK GAAP and cash and cash equivalents under US GAAP. US $ million Period from 21 October 2004 to 31 December 2004 Cash inflow from operating activities 1 Cash outflow from investing activities — Cash inflow from financing activities 372 Increase in cash and cash equivalents 373 Effect of foreign exchange rate changes 30 Cash and cash equivalents at the beginning of the period under US GAAP — Cash and cash equivalents at the end of the period under US GAAP 403

Yours faithfully

KPMG Audit Plc Chartered Accountants

PricewaterhouseCoopers LLP Chartered Accountants

201 PART XIII

FINANCIAL INFORMATION RELATING TO THE ROYAL DUTCH/SHELL GROUP A1/20.1 A1/20.3 2002, 2003 and 2004 audited financial information prepared in accordance with US GAAP and 3.03(a) A1/20.5.1 Netherlands GAAP 3.03(b) 3.03(c) 6.E.9 Basis of financial information 6.E.10 6.A.5 The financial information contained in this Part XIII for each of the three years ended 31 December 6.E.13(a) 2002, 2003 and 2004, prepared under US GAAP and Netherlands GAAP, has been extracted, without material adjustment, from the financial statements of the Royal Dutch/Shell Group included in the annual report on Form 20-F of Royal Dutch and Shell Transport for the year ended 31 December 2004 filed with the SEC, except for the balance sheet as at 31 December 2002 which has been extracted, without material adjustment, from the financial statements of the Royal Dutch/Shell Group included in the annual report on Form 20-F of Royal Dutch and Shell Transport for the year ended 31 December 2003 filed with the SEC on 7 March 2005.

The financial statements of the Royal Dutch/Shell Group included in the annual reports on Form 20-F of Royal Dutch and Shell Transport for the years ended 31 December 2003 and 31 December 2004 A1/20.4.1 together with the audit reports thereon are incorporated by reference into this document. KPMG Accountants N.V., Registered Independent Public Accountants, of Churchillplein 6, 2517 JW, The Hague, The Netherlands and PricewaterhouseCoopers LLP, Registered Independent Public Accountants of 1 Embankment Place, London WC2N 6RH, UK have issued unqualified audit opinions 3.03(e) on the financial statements of the Royal Dutch/Shell Group included in the annual report on Form 20-F of Royal Dutch and Shell Transport for each of the three years ended 31 December 2002, 2003 and 2004.

In this Part XIII, ‘‘Parent Companies’’ means Royal Dutch and/or Shell Transport.

Note 8 to the unaudited condensed pro forma combined financial information set out in Part XVII of these Listing Particulars presents the adjustments necessary to reconcile between US GAAP and IFRS for Royal Dutch Shell of shareholders’ equity (Group equity) and net income (income attributable to equity holders) as at and for the year ended 31 December 2004. Having regard to the guidance and definition of ‘‘equivalence’’ contained in the first draft Technical advice on Equivalence of Certain third country GAAP published by The Committee of European Securities Regulators on 27 April 2005, Royal Dutch Shell is of the opinion that this reconciliation and the disclosures contained in this Part XIII are sufficient for the financial information provided in this Part XIII under US GAAP to be ‘‘equivalent’’ to that which would have been provided had the financial information been prepared under IFRS.

202 US GAAP FINANCIAL INFORMATION

STATEMENTS OF INCOME $ million 2003 2002 Note 2004 As restated(a) As restated(a) Sales proceeds 337,522 263,889 218,287 Sales taxes, excise duties and similar levies (72,332) (65,527) (54,834) Net proceeds(b) 265,190 198,362 163,453 Cost of sales(c) (221,678) (165,147) (135,658) Gross profit 43,512 33,215 27,795 Selling and distribution expenses (12,340) (11,409) (9,617) Administrative expenses (2,516) (1,870) (1,587) Exploration (1,823) (1,475) (1,052) Research and development (553) (584) (472) Operating profit of Group companies 26,280 17,877 15,067 Share of operating profit of associated companies 7 5,653 3,446 2,792 Operating profit 31,933 21,323 17,859 Interest and other income 8 1,705 1,967 748 Interest expense 9 (1,214) (1,324) (1,291) Currency exchange gains/(losses) (39) (231) (25) Income before taxation 32,385 21,735 17,291 Taxation 10 (15,136) (9,349) (7,647) Income after taxation 17,249 12,386 9,644 Income applicable to minority interests (626) (353) (175) Income from continuing operations 16,623 12,033 9,469 Income from discontinued operations, net of tax 4 1,560 25 187 Cumulative effect of a change in accounting principle, net of tax 3 — 255 — Net income 18,183 12,313 9,656

STATEMENTS OF COMPREHENSIVE INCOME AND PARENT COMPANIES’ INTEREST IN GROUP NET ASSETS

$ million 2003 2002 Note 2004 As restated As restated Net income 18,183 12,313 9,656 Other comprehensive income, net of tax: 6 currency translation differences 20 3,148 5,102 2,432 unrealised gains/(losses) on securities (350) 689 25 unrealised gains/(losses) on cash ﬂow hedges 31 51 (225) minimum pension liability adjustments (185) 358 (1,475) Comprehensive income 20,827 18,513 10,413 Distributions to Parent Companies (7,989) (5,660) (5,435) Increase in Parent Companies’ shares held, net of dividends received 23 (759) (631) (844) Loss on sale of Parent Companies’ shares — (1) — Parent Companies’ interest in Group net assets at January 1 72,497 60,276 56,142 Parent Companies’ interest in Group net assets at December 31 5 84,576 72,497 60,276

(a) See Note 2. (b) Includes net proceeds related to buy/sell contracts 3 24,744 19,795 14,267 (c) Includes costs related to buy/sell contracts 3 24,719 19,713 14,419

203 STATEMENTS OF ASSETS AND LIABILITIES

$ million 31 December 31 December 31 December Note 2004 2003 2002 As restated(a) As restated(a) Fixed assets Tangible assets 11 88,940 87,088 78,363 Intangible assets 11 4,890 4,735 4,696 Investments: associated companies 7 19,743 19,371 17,945 securities 15 1,627 2,317 1,719 other 1,121 1,086 1,420 Total ﬁxed assets 116,321 114,597 104,143 Other long term assets Prepaid pension costs 21 8,278 6,516 4,506 Deferred taxation 10 1,995 2,092 * Other 12 4,369 2,741 2,827 Total other long-term assets 14,642 11,349 7,333 Current assets Inventories 13 15,391 12,690 11,338 Accounts receivable 14 37,998 28,969 28,761 Cash and cash equivalents 15 8,459 1,952 1,556 Total current assets 61,848 43,611 41,655 Current liabilities: amounts due within one year Short-term debt 16 (5,822) (11,027) (12,874) Accounts payable and accrued liabilities 18 (40,207) (32,347) (32,189) Taxes payable 10 (9,885) (5,927) (4,985) Dividends payable to Parent Companies (4,750) (5,123) (5,153) Total current liabilities (60,664) (54,424) (55,201) Net current assets/(liabilities) 1,184 (10,813) (13,546) Total assets less current liabilities 132,147 115,133 97,930 Long-term liabilities: amounts due after more than one year Long-term debt 16 (8,600) (9,100) (6,817) Other 19 (8,065) (6,054) (6,174) (16,665) (15,154) (12,991) Provisions Deferred taxation 10 (14,844) (15,185) (12,551)* Pensions and similar obligations 21 (5,044) (4,927) (5,016) Decommissioning and restoration costs 24 (5,709) (3,955) (3,528) (25,597) (24,067) (21,095) Group net assets before minority interests 89,885 75,912 63,844 Minority interests (5,309) (3,415) (3,568) Net assets 84,576 72,497 60,276

(a) See Note 2. * In 2002, deferred taxation assets were not separately identiﬁed and were included in the net deferred taxation balance shown within Provisions.

204 STATEMENTS OF CASH FLOWS (see Note 20)

$ million Note 2004 2003 2002 As restated As restated Cash flow provided by operating activities Net income 18,183 12,313 9,656 Adjustments to reconcile net income to cash flow provided by operating activities Depreciation, depletion and amortisation 11 12,273 11,711 8,739 Profit on sale of assets (3,033) (2,141) (367) Movements in: inventories (2,731) (236) (2,079) accounts receivable (8,462) 1,834 (5,830) accounts payable and accrued liabilities 7,708 (212) 6,989 taxes payable 2,999 (218) (735) Associated companies: dividends more/(less) than net income 7 258 511 117 Deferred taxation and other provisions (524) (621) 423 Long-term liabilities and other (1,798) (1,588) (805) Income applicable to minority interests 714 366 175 Cash flow provided by operating activities 25,587 21,719 16,283 Cash flow used in investing activities Capital expenditure (including capitalised leases) 11 (12,734) (12,252) (12,102) Acquisitions (Enterprise Oil, Pennzoil-Quaker State and additional shares in Equilon) (8,925) Proceeds from sale of assets 5,078 2,286 1,099 New investments in associated companies 7 (1,058) (983) (1,289) Disposals of investments in associated companies 1,328 708 501 Proceeds from sale and other movements in investments 1,743 1,989 83 Cash flow used in investing activities (5,643) (8,252) (20,633) Cash flow used in financing activities Long-term debt (including short-term part): new borrowings 544 572 5,267 repayments (1,688) (2,740) (5,610) (1,144) (2,168) (343) Net increase/(decrease) in short-term debt (3,701) (2,507) 7,058 Change in minority interests 807 (1,363) 421 Dividends paid to: Parent Companies (8,490) (6,248) (6,961) minority interests (264) (300) (228) Cash flow used in financing activities (12,792) (12,586) (53) Parent Companies’ shares: net sales/(purchases) and dividends received (758) (633) (864) Currency translation differences relating to cash and cash equivalents 113 148 153 Increase/(decrease) in cash and cash equivalents 6,507 396 (5,114) Cash and cash equivalents at January 1 1,952 1,556 6,670 Cash and cash equivalents at December 31 8,459 1,952 1,556

205 NOTES TO THE US GAAP FINANCIAL INFORMATION

1 The Royal Dutch/Shell Group of Companies The Parent Companies, Royal Dutch Petroleum Company (Royal Dutch) and The ‘‘Shell’’ Transport and Trading Company, p.l.c. (Shell Transport) are holding companies which together own, directly or indirectly, investments in numerous companies known collectively as the Royal Dutch/Shell Group. Group companies are engaged in all principal aspects of the oil and natural gas industry. They also have interests in chemicals and additional interests in power generation and renewable energy (chieﬂy in wind and solar energy). The Group conducts its business through ﬁve principal segments, Exploration & Production, Gas & Power, Oil Products, Chemicals and Other businesses. These activities are conducted in more than 140 countries and territories and are subject to changing economic, regulatory and political conditions. Arrangements between Royal Dutch and Shell Transport provide, inter alia, that notwithstanding variations in shareholdings, Royal Dutch and Shell Transport shall share in the aggregate net assets and in the aggregate dividends and interest received from Group companies in the proportion of 60:40. It is further arranged that the burden of all taxes in the nature of, or corresponding to, an income tax leviable in respect of such dividends and interest shall fall in the same proportion. Dividends are paid by Group companies to Royal Dutch and Shell Transport in euros and pounds sterling, respectively. The division of Group net assets between the Parent Companies and movements therein, including movements resulting from Group net income and distributions to the Parent Companies, are disclosed in Note 30 to this Financial Information.

Uniﬁcation Proposal On October 28, 2004, the Royal Dutch and Shell Transport Boards announced that they had unanimously agreed to propose to their shareholders a transaction (the ‘‘Transaction’’) through which each Parent Company will become a subsidiary of Royal Dutch Shell plc, which will become a publicly-listed company incorporated in England and Wales and headquartered and tax resident in The Netherlands (‘‘Royal Dutch Shell’’). Reﬂecting the existing 60:40 ownership by Royal Dutch and Shell Transport of the Group, it is proposed that Royal Dutch shareholders will be offered 60% of the ordinary share capital in Royal Dutch Shell and Shell Transport shareholders will receive 40% of the ordinary share capital in Royal Dutch Shell. To implement the proposal, it is intended that (i) Royal Dutch Shell will make an offer to acquire all of the issued and outstanding ordinary shares of Royal Dutch in exchange for Royal Dutch Shell Class A ordinary shares or American depositary shares (‘‘ADSs’’) representing Royal Dutch Shell Class A ordinary shares and (ii) Royal Dutch Shell will become the parent company of Shell Transport pursuant to a United Kingdom reorganisational procedure referred to as a ‘‘scheme of arrangement’’ under section 425 of the UK Companies Act 1985, as amended. As a result of the scheme of arrangement, holders of Shell Transport Ordinary shares (and holders of Shell Transport bearer warrants) will receive Royal Dutch Shell Class B ordinary shares and holders of Shell Transport ADSs will receive ADSs representing Royal Dutch Shell Class B ordinary shares. The Class A ordinary shares and Class B ordinary shares will have identical voting rights and will vote together as a single class on all matters, including the election of directors, unless a matter affects the rights of one class as a separate class. Class A ordinary shares and Class B ordinary shares will have identical rights upon a liquidation of Royal Dutch Shell and dividends declared on each will be equivalent in amount. However, for tax purposes, holders of Class A ordinary shares will receive Dutch source dividends, while holders of Class B ordinary shares will receive dividends that are UK source to the extent that these dividends are paid through a dividend access mechanism to be established. Implementation of the Transaction will be the subject of appropriate consultation with relevant employee representative bodies as required as well as the satisfaction of certain other conditions. It is currently expected that the Transaction will be completed in July 2005.

206 2 Restatement of previously issued Financial Statements First Reserves Restatement On January 9, 2004, the Group announced the removal from proved reserves of approximately 3.9 billion barrels of oil equivalent (boe) of oil and natural gas that were originally reported as of December 31, 2002. As a result of further field level reviews concluded in April 2004 with the assistance of external petroleum consultants of over 90% of the Group’s proved reserves volumes (collectively, the First Half Review), the Group determined to increase the total volume of reserves to be removed from the proved category to 4.47 billion boe and to restate the unaudited oil and natural gas reserves disclosures contained in the supplementary information accompanying the Financial Statements (the First Reserves Restatement) to give effect to the removal of these volumes as of the earliest date on which they did not represent ‘‘proved reserves’’ within the applicable rules of the SEC (which in many cases is the date on which the volumes were initially booked as proved reserves). 12% of the volumes debooked as of December 31, 2002 as part of the First Reserves Restatement had been in the proved developed reserves category and 88% had been categorised as proved undeveloped reserves. The effects of First Reserves Restatement were reflected in the 2003 Annual Report and Accounts and the 2003 Annual Report on Form 20-F as originally filed with the Securities & Exchange Commission (SEC) on June 30, 2004. Following the January 9, 2004 announcement of the initial reserves recategorisation, the Group Audit Committee (GAC) appointed Davis Polk & Wardwell to lead an independent review of the facts and circumstances surrounding the recategorisation, and to report its findings and any proposed remedial actions to the GAC for its consideration. Based largely on the Davis Polk & Wardwell report, the Parent Companies, Royal Dutch and Shell Transport, determined that the principal causes that permitted the initial booking and maintenance of the volumes impacted by the First Reserves Restatement as proved reserves are as follows: — the Group’s guidelines for booking proved reserves were inadequate in several respects, including (i) containing inconsistencies with the SEC’s rules and published guidance relating to proved reserves and (ii) failing to clearly and sufficiently impart these requirements and guidance to users of the guidelines. In addition, users of the guidelines in certain cases misapplied or disregarded SEC rules and published guidance and in some cases only applied changes in the guidelines prospectively rather than retrospectively. There was also insufficient knowledge and training among users of the guidelines of the SEC requirements relating to proved reserves; — executives and employees encouraged the booking of proved reserves, while discouraging the debooking of previously booked reserves. This fostered an atmosphere that failed to emphasise the paramount importance of the compliance element of proved reserves decisions; and — there were other material weaknesses in the Group’s controls relating to the booking of proved reserves, including insufficient resources allocated to the Group Reserves Auditor and Group Reserves Co-ordinator functions, a lack of clarity in the allocation of responsibilities between the Group Reserves Auditor and the Group Reserves Co-ordinator and a lack of direct reporting responsibility of the Group Reserves Auditor to the Group internal audit function and of the business chief financial officers to the Group Chief Financial Officer.

207 which they did not represent ‘‘proved reserves’’ within the applicable rules of the SEC (which in many cases is the date on which the volumes were initially booked as proved reserves). 43% of the volumes debooked as of December 31, 2003 as part of the Second Reserves Restatement had been categorised as proved developed reserves and 57% had been categorised as proved undeveloped reserves. The effects of the Second Reserves Restatement are reflected in the information for 2003 and 2002 presented in this Financial Information. These effects were also reflected in Amendment No. 2 to the 2003 Annual Report on Form 20-F, as filed with the SEC on March 7, 2005.

Second Financial Restatement In view of the inappropriate overstatement of unaudited proved reserves information resulting in the Second Reserves Restatement, it was determined to restate the Financial Statements of the Group and each of the Parent Companies for the year ended December 31, 2003 and prior periods (the Second Financial Restatement) to reflect the impact of the Second Reserves Restatement on those Financial Statements (as announced on February 3, 2005). This overstatement of unaudited proved reserves information had the effect of understating the depreciation, depletion and amortisation charges related to Exploration & Production in each of the years covered by the Second Financial Restatement. As capitalised costs relating to Exploration & Production were amortised across fewer proved reserves (following the Second Reserves Restatement), depreciation, depletion and amortisation associated with annual production volumes increased proportionally. The effect of the Second Financial Restatement was to reduce net income in 2003 by $183 million (2002: $66 million), of which additional depreciation in 2003 was $289 million (2002: $118 million), and to reduce the previously reported net assets as at December 31, 2003 by $351 million. The effects of the Second Financial Restatement are reflected in the information for 2003 and 2002 presented in this Financial Information. These effects were also reflected in Amendment No. 2 to the 2003 Annual Report on Form 20-F, as filed with the SEC on March 7, 2005. The impact of these effects is summarised in the tables below:

Statement of Income $ million 2003 2002 Reclassification Reclassification As Second for As Second for originally Reserves As discontinued As previously Reserves As discontinued reported(a) Restatement restated operations(b) restated restated(a) Restatement restated operations(b) As restated Net proceeds 201,728 — 201,728 (3,366) 198,362 166,601 — 166,601 (3,148) 163,453 Cost of sales (167,500) (289) (167,789) 2,642 (165,147) (137,997) (118) (138,115) 2,457 (135,658) Exploration (1,476) — (1,476) 1 (1,475) (1,073) — (1,073) 21 (1,052) Other operating expenses (14,428) — (14,428) 565 (13,863) (12,027) — (12,027) 351 (11,676) Share of operating profit of associated companies 3,484 (19) 3,465 (19) 3,446 2,822 (6) 2,816 (24) 2,792 Operating profit 21,808 (308) 21,500 (177) 21,323 18,326 (124) 18,202 (343) 17,859 Net interest income/(expense) and currency exchange gains/(losses) 370 — 370 42 412 (629) — (629) 61 (568) Income before taxation 22,178 (308) 21,870 (135) 21,735 17,697 (124) 17,573 (282) 17,291 Taxation (9,572) 126 (9,446) 97 (9,349) (7,796) 54 (7,742) 95 (7,647) Minority interests (365) (1) (366) 13 (353) (179) 4 (175) — (175) Income from continuing operations 12,241 (183) 12,058 (25) 12,033 9,722 (66) 9,656 (187) 9,469 Income from discontinued operations, net of tax — — — 25 25 — — — 187 187 Cumulative effect of a change in accounting principle, net of tax 255 — 255 — 255 — — — — — Net income 12,496 (183) 12,313 — 12,313 9,722 (66) 9,656 — 9,656

(a) As reported in the 2003 Annual Report and Accounts and the 2003 Annual Report on Form 20-F, as ﬁled with the SEC on June 30, 2004. (b) As a consequence of the separate reporting of income from discontinued operations (see Note 4), information for comparative periods has been reclassiﬁed where necessary.

208 The financial effect of the First Reserves Restatement was to reduce net income in 2002 by $108 million, all of which was reflected in the 2003 Annual Report and Accounts and the 2003 Annual Report on Form 20-F, as originally filed with the SEC on June 30, 2004. The combined financial effect of the First Reserves Restatement and the Second Reserves Restatement was a reduction in net income of $183 million in 2003 (2002: $174 million).

Earnings by industry segment $ million 2003 2002 As Second As Second originally Reserves As previously Reserves As reported(a) Restatement restated restated(a) Restatement restated Exploration & Production 9,105 (182) 8,923 6,796 (70) 6,726 Gas & Power 2,289 — 2,289 774 — 774 Oil Products 2,860 — 2,860 2,627 — 2,627 Chemicals (209) — (209) 565 — 565 Corporate and Other (1,184) — (1,184) (861) — (861) Minority interests (365) (1) (366) (179) 4 (175) Net income 12,496 (183) 12,313 9,722 (66) 9,656

(a) As reported in the 2003 Annual Report and Accounts and the 2003 Annual Report on Form 20-F, as ﬁled with the SEC on June 30, 2004.

The financial effect of the First Reserves Restatement was a reduction in Exploration & Production earnings of $101 million and an increase in minority interests of $7 million in 2002, all of which was reflected in the 2003 Annual Report and Accounts and the 2003 Annual Report on Form 20-F, as originally filed with the SEC on June 30, 2004. The combined financial effect of the First Reserves Restatement and the Second Reserves Restatement was a reduction in Exploration & Production earnings of $182 million in 2003 (2002: $171 million) and an increase in minority interests of $1 million in 2003 (2002: $3 million).

Statement of Assets and Liabilities

$ million December 31, 2003 As Second Reclassiﬁcation originally Reserves As for deferred As reported(a) Restatement restated tax(b) restated Fixed assets Tangible 87,701 (613) 87,088 — 87,088 Intangible 4,735 — 4,735 — 4,735 Investments 22,787 (13) 22,774 — 22,774 Other long-term assets 9,257 — 9,257 2,092 11,349 Current assets 43,611 — 43,611 — 43,611 Current liabilities (54,424) — (54,424) — (54,424) Long-term liabilities (15,154) — (15,154) — (15,154) Provisions Deferred taxation (13,355) 262 (13,093) (2,092) (15,185) Pensions and decommissioning (8,882) — (8,882) — (8,882) Minority interests (3,428) 13 (3,415) — (3,415) Net assets 72,848 (351) 72,497 — 72,497

(a) As reported in the 2003 Annual Report and Accounts and the 2003 Annual Report on Form 20-F, as ﬁled with the SEC on June 30, 2004. (b) Deferred tax assets and liabilities are presented at December 31, 2004 separately in the Statement of Assets and Liabilities, with reclassiﬁcation of the prior year.

209 Parent Companies’ interest in Group net assets

$ million 2003 2002 At December 31 as originally reported (2003)/previously restated (2002)(a) 72,848 60,444 Effect of the Second Reserves Restatement: Interest at the beginning of the year (168) (102)(b) Net income for the year (183) (66) At December 31 as restated 72,497 60,276

(a) As reported in the 2003 Annual Report and Accounts and the 2003 Annual Report on Form 20-F, as ﬁled with the SEC on June 30, 2004. (b) Cumulative effect as at January 1, 2002

The financial effect of the First Reserves Restatement was to reduce the previously reported net assets as at December 31, 2002 by $276 million, all of which was reflected in the 2003 Annual Report and Accounts and the 2003 Annual Report on Form 20-F, as originally filed with the SEC on June 30, 2004. The combined financial effect of the First Reserves Restatement and the Second Reserves Restatement was a reduction in Group net assets of $627 million at December 31, 2003 (2002: $444 million).

Amounts relating to prior periods have been restated in the following notes where applicable.

3 Accounting policies Nature of the Financial Information The accounts of the Parent Companies are not included in this Financial Information, the objective of which is to demonstrate the financial position, results of operations and cash flows of a group of undertakings in which each Parent Company has an interest in common whilst maintaining its separate identity. This Financial Information reflects an aggregation in US dollars of the accounts of companies in which Royal Dutch and Shell Transport together, either directly or indirectly, have control either through a majority of the voting rights or the right to exercise a controlling influence or to obtain the majority of the benefits and be exposed to the majority of the risks.

US accounting pronouncement FIN 46 (Consolidation of Variable Interest Entities) was implemented in 2003 with a consequential increase in the Group’s tangible ﬁxed assets and debt of $3.4 billion as of September 30, 2003, mainly relating to power generation contracts (‘‘tolling agreements’’) which were previously accounted for as executory contracts and marked to market.

Investments in companies over which Group companies have significant influence but not control are classified as associated companies and are accounted for on the equity basis. Investments in companies over which the Group has no significant influence are stated at cost and dividends received from these companies are accounted for when received. Certain joint ventures in oil and natural gas production activities are taken up in this Financial Information in proportion to the relevant Group interest.

The Financial Information is presented in accordance with US GAAP, with separate Financial Information presented under Netherlands GAAP.

The preparation of financial information in conformity with generally accepted accounting principles requires management to make estimates and judgments that affect the amounts reported in the Financial Information and Notes thereto. Actual results could differ from those estimates.

The Financial Information has been prepared under the historical cost convention.

210 Currency translation Assets and liabilities of non-US dollar Group companies are translated to US dollars at year-end rates of exchange, whilst their statements of income and cash ﬂows are translated at quarterly average rates. Translation differences arising on aggregation are taken directly to a currency translation differences account, which forms part of Parent Companies’ interest in Group net assets. Upon divestment or liquidation of a non-US dollar Group company, cumulative currency translation differences related to that company are taken to income. The US dollar equivalents of exchange gains and losses arising as a result of foreign currency transactions (including those in respect of inter-company balances unless related to transactions of a long-term investment nature) are included in Group net income.

Revenue recognition Sales of oil, natural gas, chemicals and all other products are recorded when title passes to the customer. Revenue from the production of oil and natural gas properties in which the Group has an interest with other producers are recognised on the basis of the Group’s working interest (entitlement method). The difference between actual production and net working interest volumes is not significant. Gains and losses on derivatives contracts and contracts involved in energy trading and risk management are shown net in the Statement of Income if these contracts are held for trading purposes. Purchase and sale of hydrocarbons under exchange contracts that are necessary to obtain or reposition feedstock utilised in the Group’s refinery operations are shown net in the Statement of Income. Sales between Group companies, as disclosed in the segment information, are based on prices generally equivalent to commercially available prices. In Exploration & Production and Gas & Power title typically passes (and revenues are recognised) when product is physically transferred into a vessel, pipe or other delivery mechanism. For sales by refining companies, title typically passes (and revenues are recognised) either when product is placed onboard a vessel or offloaded from the vessel, depending on the contractually agreed terms. Revenues on wholesale sales of oil products and chemicals are recognised when transfer of ownership occurs and title is passed, either at the point of delivery or the point of receipt, depending on contractual conditions. In November 2004 FASB’s Emerging Issues Task Force (EITF) discussed EITF Issue no. 04-13 ‘‘Accounting for Purchases and Sales of Inventory with the Same Counterparty’’, in order to consider whether or not ‘‘buy/sell’’ contractual arrangements should be reported net in the Statement of Income and accounted for as non-monetary transactions. There was a further EITF meeting in March 2005 but no consensus was reached on this issue and further discussion is planned. Buy/sell contractual arrangements in this context are defined as those entered into concurrently or in contemplation of one another with the same counterparty. Buy/sell contracts are entered into by some Group companies for feedstock, principally crude oil, and finished products mainly in the Oil Products segment, and are reported gross in the Statement of Income. Title of the commodity passes to the buyer on delivery, purchases and sales may not necessarily take place at the same time and amounts are separately invoiced and settled; there is no legal right of offset. The Group considers therefore that these are not nonmonetary transactions and are then outside the scope of APB Opinion no. 29 ‘‘Accounting for Nonmonetary Transactions’’. In addition, the guidance provided in EITF no. 99-19 ‘‘Reporting Revenue Gross as a Principal versus Net as an Agent’’, EITF no. 02-3 ‘‘Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities’’ and EITF no. 03-11 ‘‘Reporting Realized Gains and Losses on Derivative Instruments That Are Subject to FASB Statement no. 133 and Not Held for Trading Purposes as Defined in Issue no. 02-3’’ has been considered in determining the presentation of the results of the Group’s operations. As a result of a communication to the oil and gas industry issued by the US Securities and Exchange Commission in February 2005 requesting additional disclosures regarding buy/sell contracts, the Group reviewed such contracts and has estimated that, if buy/sell contracts were required to be reported net, net

211 proceeds and cost of sales for 2004 would be reduced by $24,744 million and $24,719 million, respectively (2003: $19,795 million and $19,713 million, respectively; 2002: $14,267 million and $14,419 million, respectively) with no impact on net income.

Such arrangements should be distinguished from purchases and sales under exchange contracts to obtain or reposition feedstock for reﬁnery operations and which are, as described above, shown net in the Statement of Income. The obligations of each party are not independent and settlement is based on volumes.

Depreciation, depletion and amortisation Tangible fixed assets related to oil and natural gas production activities are depreciated on a unit- of-production basis over the proved developed reserves of the field concerned, except in the case of assets whose useful life is shorter than the lifetime of the field, in which case the straight-line method is applied. Rights and concessions are depleted on the unit-of-production basis over the total proved reserves of the relevant area. Unproved properties are amortised as required by particular circumstances. Other tangible fixed assets are generally depreciated on a straight-line basis over their estimated useful lives which is generally 20 years for refineries and chemicals plants, and 15 years for retail service station facilities. Goodwill and other intangible fixed assets with an indefinite life are not amortised but tested for impairment annually. Other intangible fixed assets are amortised on a straight-line basis over their estimated useful lives (with a maximum of forty years).

Recoverability of assets Other than properties with no proved reserves (where the basis for carrying costs on the balance sheet is explained under ‘‘Exploration costs’’), the carrying amounts of major Exploration & Production fixed assets are reviewed for possible impairment annually, while all assets are reviewed whenever events or changes in circumstances indicate that the carrying amounts for those assets may not be recoverable. If assets are determined to be impaired, the carrying amounts of those assets are written down to fair value, usually determined as the amount of estimated discounted future cash flows. For this purpose, assets are grouped based on separately identifiable and largely independent cash flows. Assets held for sale are written down to the amount of estimated net realisable value.

Estimates of future cash ﬂows used in the evaluation for impairment for assets related to hydrocarbon production are made using risk assessments on ﬁeld and reservoir performance and include outlooks on proved reserves and unproved volumes, which are then discounted or risk-weighted utilising the results from projections of geological, production, recovery and economic factors.

Administrative expenses Administrative expenses are those which do not relate directly to the activities of a single business segment and include expenses incurred in the management and co-ordination of multi- segment enterprises.

Exploration costs Group companies follow the successful efforts method of accounting for oil and natural gas exploration costs. Exploration costs are charged to income when incurred, except that exploratory drilling costs are included in tangible ﬁxed assets, pending determination of proved reserves. Exploration wells that are more than 12 months old are expensed unless (a) (i) they are in an area requiring major capital expenditure before production can begin and (ii) they have found commercially producible quantities of reserves and (iii) they are subject to further exploration or appraisal activity in that either drilling of additional exploratory wells is under way or ﬁrmly planned for the near future, or (b) proved reserves are booked within 12 months following the completion of exploratory drilling.

212 Management makes quarterly assessments of the amounts included within tangible fixed assets to determine whether capitalisation is initially appropriate and can continue. Exploration wells capitalised beyond 12 months are subject to additional judgment as to whether the facts and circumstances have changed and therefore whether the conditions described in (a) and (b) no longer apply. A proposed amendment to FASB Statement no. 19 ‘‘Financial Accounting and Reporting by Oil and Gas Producing Companies’’ has been issued. If enacted, this would result, on a prospective basis, in the continued inclusion of the cost of certain exploratory wells in tangible fixed assets beyond 12 months which do not meet the current requirements given in (a) and (b) above. Under the proposal amounts remain capitalised beyond 12 months if both sufficient reserves have been found to justify completion as a producing well, and sufficient progress is being made towards assessing the reserves and the economic and operating viability of the project (which does not include delay for the possibility of a change in circumstances beyond an entity’s control, for example an increase in oil and/or gas prices). If this amendment had been reflected in the Group accounting policy, there would not have been a significant effect on the Financial Information presented; certain write-offs may not have been required which would result in subsequent additional depreciation, depletion and amortisation charges in future years.

Research and development Research and development expenditure is charged to income as incurred, with the exception of that on buildings and major items of equipment which have alternative use.

Deferred taxation Deferred taxation is provided using the comprehensive liability method of accounting for income taxes based on provisions of enacted laws. Recognition is given to deferred tax assets and liabilities for the expected future tax consequences of events that have been recognised in the Financial Information or in the tax returns. In estimating these tax consequences, consideration is given to expected future events. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance representing the amount of any tax beneﬁts for which there is uncertainty of realisation. Deferred tax assets and liabilities are presented separately in the Statement of Assets and Liabilities except where there is a right of set-off within ﬁscal jurisdictions.

Leasing Agreements under which Group companies make payments to owners in return for the right to use an asset for a period are accounted for as leases. Leases that transfer substantially all the risks and beneﬁts of ownership are recorded at inception as capital leases within tangible ﬁxed assets and debt. All other leases are recorded as operating leases and the costs are charged to income as incurred.

Interest capitalisation Interest is capitalised, as an increase in tangible fixed assets, on significant capital projects during construction. Interest is also capitalised, as an increase in investments in associated companies, on funds invested by Group companies which are used by associated companies for significant capital projects during construction.

Securities Securities of a trading nature are carried at fair value with unrealised holding gains and losses being included in net income. Securities intended to be held to maturity are carried at cost, unless permanently impaired in which case they are carried at fair value. All other securities are classiﬁed as available for sale and are carried at fair value, with unrealised holding gains and

213 losses being taken directly to Parent Companies’ interest in Group net assets. Upon sale or maturity, the net gains and losses are included in net income.

Short-term securities with a maturity from acquisition of three months or less and that are readily convertible into known amounts of cash are classified as cash equivalents. Securities forming part of a portfolio which is required to be held long term are classified under fixed assets — investments.

Parent Companies’ shares held by Group companies are not included in the Group’s net assets but reﬂected as a deduction from Parent Companies’ interest in Group net assets.

Cash flows resulting from movements in securities of a trading nature are reported under cash flow provided by operating activities while cash flows resulting from movements in other securities are reported under cash flow used in investing activities.

Inventories Inventories are stated at cost to the Group or net realisable value, whichever is lower. Such cost is determined by the FIFO method and comprises direct purchase costs, cost of production, transportation and manufacturing expenses and taxes.

Derivative instruments Group companies use derivatives in the management of interest rate risk, foreign currency risk and commodity price risk. The carrying amount of all derivatives, other than those meeting the normal purchases and sales exception, is measured using market prices. Those derivatives qualifying and designated as hedges are either: (1) a hedge of the fair value of a recognised asset or liability or of an unrecognised firm commitment (‘‘fair value’’ hedge), or (2) a hedge of the variability of cash flows to be received or paid related to a recognised asset or liability or a forecasted transaction (‘‘cash flow’’ hedge), or (3) a hedge of the foreign currency exposure of an unrecognised firm commitment or an available for sale security (‘‘foreign currency fair value’’ hedge) or the foreign currency exposure of a foreign currency denominated forecasted transaction (‘‘foreign currency cash flow’’ hedge).

A change in the carrying amount of a fair value hedge is taken to income, together with the consequential adjustment to the carrying amount of the hedged item. The effective portion of a change in the carrying amount of a cash flow hedge is recorded in other comprehensive income, until income reflects the variability of underlying cash flows; any ineffective portion is taken to income. A change in the carrying amount of a foreign currency hedge is recorded on the basis of whether the hedge is a fair value hedge or a cash flow hedge. A change in the carrying amount of other derivatives is taken to income.

Group companies formally document all relationships between hedging instruments and hedged items, as well as risk management objectives and strategies for undertaking various hedge transactions. The effectiveness of a hedge is also continually assessed. When effectiveness ceases, hedge accounting is discontinued.

Environmental expenditures Liabilities for environmental remediation resulting from ongoing or past operations or events are recognised in the period in which an obligation, legal or constructive, to a third party arises and the amount can be reasonably estimated. Measurement of liabilities is based on current legal requirements and existing technology. Recognition of any joint and several liability is based upon Group companies’ best estimate of their ﬁnal pro rata share of the liability. Liabilities are determined independently of expected insurance recoveries. Recoveries are recognised and reported as separate events and brought into account when reasonably certain of realisation. The carrying amount of liabilities is regularly reviewed and adjusted for new facts or changes in law or technology.

214 Employee retirement plans Retirement plans to which employees contribute and many non-contributory plans are generally funded by payments to independent trusts. Where, due to local conditions, a plan is not funded, a provision which is not less than the present value of accumulated pension benefits, based on present salary levels, is included in the Financial Information. Valuations of both funded and unfunded plans are carried out by independent actuaries. For plans which define the amount of pension benefit to be provided, pension cost primarily represents the increase in actuarial present value of the obligation for pension benefits based on employee service during the year and the interest on this obligation in respect of employee service in previous years, net of the expected return on plan assets. For plans where benefits depend solely on the amount contributed to the employee’s account and the returns earned on investments of those contributions, pension cost is the amount contributed by Group companies for the period.

Post retirement benefits other than pensions Some Group companies provide certain postretirement healthcare and life insurance benefits to retirees, the entitlement to which is usually based on the employee remaining in service up to retirement age and the completion of a minimum service period. The expected costs of these benefits are accrued over the periods employees render service to the Group. These plans are not funded. A provision is included in the Financial Information which is sufficient to cover the present value of the accumulated postretirement benefit obligation based on current assumptions. Valuations of these obligations are carried out by independent actuaries.

Stock-based compensation plans Group companies account for stock-based compensation plans in accordance with the intrinsic value method. This method requires no recognition of compensation expense for plans where the exercise price is not at a discount to the market value at the date of the grant, and the number of options is ﬁxed on the date of grant. However, recognition of compensation expense is required for variable award (performance-related) plans over the vesting periods of such plans, based on the then current market values of the underlying stock.

Decommissioning and restoration costs Estimated decommissioning and restoration costs are based on current requirements, technology and price levels and are stated at fair value, and the associated asset retirement costs are capitalised as part of the carrying amount of the related tangible fixed assets. In respect of oil and natural gas production activities, the fair value calculation of the liability is based on the economic life of the production assets and discounted using the credit-adjusted risk-free rate for the Group. For tangible fixed assets not directly associated with mineral reserves, the liability, once an obligation, whether legal or constructive, crystallises, is recognised in the period when a reasonable estimate of the fair value can be made. The obligation is reflected under provisions in the Statement of Assets and Liabilities. The effects of changes resulting from revisions to the timing or the amount of the original estimate of the liability are incorporated on a prospective basis. This policy reflects US accounting standard FAS 143 (Asset Retirement Obligations) which was effective for the Group from the beginning of 2003 and resulted in a credit to income of $255 million after tax, which was reported in 2003 as a cumulative effect of a change in accounting principle.

Acquisitions Acquisitions are accounted for using the purchase method. Assets acquired and liabilities assumed are recognised at their fair value at the date of acquisition; the amount of the purchase consideration above this value is reﬂected as goodwill.

215 Discontinued operations Discontinued operations comprise the activities of Group companies, which therefore do not include associated companies or other investments, which have been disposed of during the year, or remain held for sale at year end, and which are signiﬁcant for the Group and can be clearly distinguished, operationally and for ﬁnancial statement purposes from other Group operations. The Group does not retain, in the case of discontinued operations which have been disposed of, and will not retain, following such sale in the case of discontinued operations held for sale, any residual interest in such operations.

Reclassiﬁcations Certain prior year amounts have been reclassiﬁed to conform with the 2004 presentation.

International Financial Reporting Standards Under a 2002 EU Regulation, publicly-listed companies in the European Union will be required to prepare consolidated ﬁnancial statements in accordance with International Financial Reporting Standards (IFRS) from 2005. The 2005 Financial Statements of the Group or, subject to completion of the transaction described in Note 1, of its successor, will be prepared under IFRS and will include comparative data for 2004, together with reconciliations to opening balances as at January 1, 2004 and to 2004 data previously published in accordance with accounting principles generally accepted in the United States (US GAAP).

4 Discontinued operations The activities of certain Group companies were disposed of during 2004 or remain as held for sale at December 31, 2004. Those activities reported as discontinued operations in the Statement of Income comprise certain operations in Angola, Bangladesh, Egypt and Thailand in the Exploration & Production segment, as part of the ongoing strategy to divest assets where little growth potential is seen for the Group and where there is little strategic ﬁt in relation to the cost of managing those assets; in the US in Gas & Power which were pipelines no longer viewed as integral to continued optimisation of the Group’s existing developments and production in the Gulf of Mexico; and in the Caribbean, Peru, Portugal, Romania, Spain, Thailand, Venezuela and the US in Oil Products in line with the strategy of increasing the Group’s proﬁtability through greater focus on key countries and core assets. All of these were disposed of in 2004 except some operations in the Caribbean, Portugal, Romania and Spain, with a carrying amount as at December 31, 2004 of $0.3 billion, which are expected to be sold in 2005.

Income from discontinued operations comprises: $ million 2004 2003 2002 Income before taxation from discontinued operations (including gains on disposal of $1,564 million in 2004 and impairments of $88 million in 2003 and $9 million in 2002) 1,980 135 282 Taxation (332) (97) (95) Minority interests (88) (13) — Income from discontinued operations, net of tax 1,560 25 187

Net proceeds of discontinued operations in 2004 (up to the date of disposal, where applicable), excluding proceeds of the disposal of such operations, were $3.5 billion (2003: $3.4 billion; 2002: $3.1 billion).

Income from discontinued operations by segment is given in Note 25(b).

216 5 Parent Companies’ interest in Group net assets $ million 2003 2002 2004 As restated As restated Invested by Parent Companies 741 741 741 Retained earnings of Group companies 85,100 74,906 68,254 Parent Companies’ shares held, net of dividends received (Note 23) (4,187) (3,428) (2,797) Cumulative currency translation differences 4,356 1,208 (3,894) Unrealised gains/(losses) on: securities (Note 15) 350 700 11 cash ﬂow hedges (157) (188) (239) Minimum pension liability adjustments (1,627) (1,442) (1,800) Balance at December 31 84,576 72,497 60,276

Earnings retained by the subsidiary and associated companies of the Group Holding Companies (namely Shell Petroleum N.V. and The Shell Petroleum Company Limited) and Shell Petroleum Inc. amounted to $34,374 million at December 31, 2004 (2003: $25,210 million; 2002: $18,060 million). A portion of these retained earnings will ﬂow up to the Group Holding Companies without tax cost. The balance of these retained earnings have been, or will be, substantially reinvested by the companies concerned and provision has not been made for taxes on possible future distribution of these undistributed earnings as it is not meaningful to provide for these taxes nor is it practicable to estimate their full amount or the withholding tax element.

6 Other comprehensive income $ million 2004 Net credit/(charge) Pre-tax Tax After tax Currency translation differences arising during the year 2,925 70 2,995 Net (gains)/losses realised in net income 153 — 153 Currency translation differences net 3,078 70 3,148 Unrealised gains/(losses) on securities arising during the year 109 (3) 106 Net (gains)/losses realised in net income (464) 8 (456) Unrealised gains/(losses) on securities net (355) 5 (350) Unrealised gains/(losses) on cash ﬂow hedges arising during the year 35 (6) 29 Net (gains)/losses realised in net income 2 — 2 Unrealised gains/(losses) on cash ﬂow hedges net 37 (6) 31 Minimum pension liability adjustments (289) 104 (185) Other comprehensive income 2,471 173 2,644

217 $ million 2003 Net credit/(charge) Pre-tax Tax After tax Currency translation differences arising during the year 5,418 (360) 5,058 Net (gains)/losses realised in net income 44 — 44 Currency translation differences net 5,462 (360) 5,102 Unrealised gains/(losses) on securities arising during the year 746 (16) 730 Net (gains)/losses realised in net income (41) — (41) Unrealised gains/(losses) on securities net 705 (16) 689 Unrealised gains/(losses) on cash ﬂow hedges arising during the year 51 (3) 48 Net (gains)/losses realised in net income 3 — 3 Unrealised gains/(losses) on cash ﬂow hedges net 54 (3) 51 Minimum pension liability adjustments 669 (311) 358 Other comprehensive income 6,890 (690) 6,200

$ million 2002 Net credit/(charge) Pre- After tax Tax tax Currency translation differences arising during the year 2,773 (303) 2,470 Net (gains)/losses realised in net income (38) — (38) Currency translation differences net 2,735 (303) 2,432 Unrealised gains/(losses) on securities arising during the year 26 10 36 Net (gains)/losses realised in net income (12) 1 (11) Unrealised gains/(losses) on securities net 14 11 25 Unrealised gains/(losses) on cash ﬂow hedges arising during the year (209) (7) (216) Net (gains)/losses realised in net income (9) — (9) Unrealised gains/(losses) on cash ﬂow hedges net (218) (7) (225) Minimum pension liability adjustments (2,446) 971 (1,475) Other comprehensive income 85 672 757

2004 2003 Rates of exchange at December 31 were: 0/$ 0.73 0.79 £/$ 0.52 0.56

7 Associated companies (a) Income Associated companies engage in similar businesses to Group companies and play an important part in the overall operating activities of the Group. Consequently, the Group share of operating proﬁts arising from associated companies is seen as a contribution to the total Group operating proﬁt and is shown as such in the Statement of Income. The Group share of interest income, interest expense, currency exchange gains/losses and taxation of associated companies has been included within those items in the Statement of Income.

218 A summarised Statement of Income with respect to the Group share of net income from associated companies, together with a segment analysis, is set out below: $ million 2003 2002 2004 As restated(a) As restated(a) Net proceeds 53,544 44,422 33,467 Cost of sales (43,694) (37,084) (26,744) Gross proﬁt 9,850 7,338 6,723 Other operating expenses (4,197) (3,892) (3,931) Operating proﬁt 5,653 3,446 2,792 Interest and other income 173 228 102 Interest expense (580) (540) (451) Currency exchange gains/(losses) 20 (3) (15) Income before taxation 5,266 3,131 2,428 Taxation (2,065) (1,463) (990) Income from continuing operations 3,201 1,668 1,438 Income from discontinued operations, net of tax 13 13 16 Net income 3,214 1,681 1,454

(a) See Note 2.

Income by segment $ million 6.D.3 2003 2002 2004 As restated As restated Exploration & Production 1,145 800 541 Gas & Power 1,142 650 589 Oil Products 1,253 632 448 Chemicals (7) (169) 153 Corporate and Other (319) (232) (277) 3,214 1,681 1,454

(b) Investments $ million 2003 2004 As restated Shares Loans Total Total At January 1 16,800 2,571 19,371 17,945 New investments 681 377 1,058 983 Net asset transfers to/(from) associates, disposals and other movements (649) (284) (933) (173) Net income 3,214 — 3,214 1,681 Dividends (3,472) — (3,472) (2,192) Currency translation differences 455 50 505 1,127 At December 31 17,029 2,714 19,743 19,371

Net income for 2004 includes a $565 million write-down in the carrying amount of Basell (Chemicals). This impairment followed the announcement in 2004 of a review of strategic alternatives regarding this joint venture, and the carrying amount of the Group’s investment in Basell at December 31, 2004 is at expected net realisable value.

Net income for 2003 includes a $286 million write-down in the carrying amount of Basell (Chemicals) reﬂecting a reassessment of the outlook for the business, a $200 million write-down in the carrying amount of InterGen (Gas & Power) due to poor power market conditions, mainly in the US merchant power segment, and a $115 million write-down in the carrying amount of the Cuiaba power assets in South America (Gas & Power) in light of a reappraisal of the commercial outlook.

219 A summarised Statement of Assets and Liabilities with respect to the Group share of investments in associated companies is set out below: $ million 2003 2004 As restated Fixed assets 28,665 30,892 Current assets 10,427 8,248 Total assets 39,092 39,140 Current liabilities (7,559) (8,745) Long-term liabilities (11,790) (11,024) Net assets 19,743 19,371

An analysis by segment is shown in Note 25.

The Group’s major investments in associated companies at December 31, 2004 comprised: Segment Name Group interest Country of incorporation Exploration & Production Aera 52% USA Brunei Shell 50% Brunei Woodside 34% Australia Gas & Power InterGen 68% The Netherlands Nigeria LNG 26% Nigeria Oman LNG 30% Oman Oil Products Motiva 50% USA Showa Shell 40% Japan Chemicals Basell 50% The Netherlands Saudi Petrochemical 50% Saudi Arabia Inﬁnium 50% The Netherlands

Although the Group has a 52% investment in Aera and a 68% investment in InterGen, the governing agreements and constitutive documents for these entities do not allow the Group to control these entities, as voting control is either split 50:50 between the shareholders or requires unanimous approval of the shareholders or their representatives and, therefore, these entities have not been consolidated.

Transactions between Group and associated companies mainly comprise sales and purchases of goods and services in the ordinary course of business and in total amounted to: $ million 2004 2003 2002 Charges to associated companies 14,018 18,155 10,573 Charges from associated companies 12,373 8,608 5,623

Balances outstanding at December 31, 2004 and 2003 in respect of the above transactions are shown in Notes 14 and 18.

220 8 Interest and other income $ million 2003 2002 2004 as reclassiﬁed(a) as reclassiﬁed(a) Group companies Interest income 432 325 487 Other income 1,100 1,414 159 1,532 1,739 646 Associated companies 173 228 102 1,705 1,967 748

(a) See Note 2. Other income in 2004 includes gains from the disposal of the Group’s interest in Sinopec ($0.3 billion), and Fluxys and Distrigas ($0.5 billion). Other income in 2003 included a $1.3 billion gain from the disposal of the Group’s interest in Ruhrgas.

9 Interest expense $ million 2003 2002 2004 as reclassiﬁed(a) as reclassiﬁed(a) Group companies Interest incurred 840 828 883 less interest capitalised (206) (44) (43) 634 784 840 Associated companies 580 540 451 1,214 1,324 1,291

(a) See Note 2.

10 Taxation (a) Taxation charge for the year $ million 2003 2002 2004 As restated(a) As restated(a) Group companies Current tax charge 13,584 8,197 6,650 Deferred tax charge/(credit) (513) (311) 7 13,071 7,886 6,657 Associated companies 2,065 1,463 990 15,136 9,349 7,647

(a) See Note 2. Reconciliations of the expected tax charge of Group companies to the actual tax charge are as follows: $ million 2003 2002 2004 As restated As restated Expected tax charge at statutory rates 13,717 8,910 6,504 Adjustments in respect of prior years (52) 166 (252) Other reconciling items (594) (1,190) 405 Taxation charge of Group companies 13,071 7,886 6,657

The taxation charge of Group companies includes not only income taxes of general application but also income taxes at special rates levied on income from Exploration & Production activities and various additional income and other taxes to which these activities are subject.

221 Tax adjustments in respect of prior years relate to events in the current period and reﬂect the effects of changes in rules, facts or other factors compared to those used in establishing the tax position or deferred tax balance.

Other reconciling items in 2004 mainly comprises the effects of disposals during the year that were taxed below the statutory rate.

Other reconciling items in 2003 include the effects of disposals during the year that were taxed below the statutory rate (including $534 million from the disposal of the Group’s interest in Ruhrgas), in addition to $442 million relating to the effects on deferred tax accounts of legislative changes to certain ring-fencing arrangements.

Other reconciling items in 2002 include $415 million due to the increase in the UK upstream corporate tax rate during the year.

(b) Taxes payable $ million 2004 2003 Taxes on activities of Group companies 5,606 2,148 Sales taxes, excise duties and similar levies and social law taxes 4,279 3,779 9,885 5,927

(c) Provision for deferred taxation The provision for deferred taxation comprises the following tax effects of temporary differences: $ million 2003 2004 As restated Tangible and intangible ﬁxed assets 17,738 17,365 Pensions and similar obligations 2,653 2,118 Other items 2,568 2,649 Total deferred tax liabilities 22,959 22,132 Tax losses carried forward (4,214) (3,876) Foreign tax credits(a) (2,042) (1,633) US trademark(b) (247) (309) Provisions Pensions and similar obligations (1,228) (1,329) Decommissioning and restoration costs (2,191) (1,934) Environmental and other provisions (455) (334) Tangible and intangible ﬁxed assets (461) (153) Other items (3,266) (3,268) Total deferred tax assets (14,104) (12,836) Asset valuation allowance 3,994 3,797 Deferred tax assets net of valuation allowance (10,110) (9,039) Net deferred tax liability 12,849 13,093

Presented in the Statement of Assets and Liabilities as: Deferred tax assets 1,995 2,092 Deferred tax liabilities 14,844 15,185 (a) Foreign tax credits represent surplus credits arising in holding and sub-holding Group companies on income from other jurisdictions. A valuation allowance has been recorded against the substantial part of these balances in both 2004 and 2003. (b) Deferred tax asset created upon transfer of US trademark rights from a US wholly-owned Group company to a Netherlands wholly-owned Group company.

222 The Group has tax losses carried forward amounting to $12,705 million at December 31, 2004. Of these, $10,470 million can be carried forward indeﬁnitely. The remaining $2,235 million expires in the following years: $ million 2005 702 2006 239 2007 452 2008 70 2009-2013 404 2014-2019 368

11 Tangible and intangible ﬁxed assets $ million 2003 2004 Total Other Total Total Group Tangible(b) Goodwill intangibles intangibles Group As restated

Cost At January 1 181,685 4,011 2,998 7,009 188,694 163,957 Capital expenditure 12,440 3 291 294 12,734 12,252 Sales, retirements and other movements(a) (9,345) (44) 102 58 (9,287) (1,770) Currency translation differences 8,382 62 81 143 8,525 14,255 At December 31 193,162 4,032 3,472 7,504 200,666 188,694 Depreciation At January 1 94,597 1,336 938 2,274 96,871 80,898 Depreciation, depletion and amortisation charge 11,945 — 328 328 12,273 11,711 Sales, retirements and other movements (7,310) (37) (38) (75) (7,385) (3,711) Currency translation differences 4,990 42 45 87 5,077 7,973 At December 31 104,222 1,341 1,273 2,614 106,836 96,871 Net 2004 88,940 2,691 2,199 4,890 93,830

Net 2003 (as restated) 87,088 2,675 2,060 4,735 91,823

(a) Sales, retirements and other movements in 2003 include the effect of a change in accounting policy for certain long-term agreements (see Note 3). (b) Tangible fixed assets at December 31, 2004 include rights and concessions of $11.1 billion (2003: $12.0 billion). Other intangible fixed assets at December 31, 2004 include $0.8 billion (2003: $0.8 billion) in respect of Pennzoil-Quaker State trademarks acquired in 2002. The trademarks are being amortised over an estimated useful life of forty years. Continued brand maintenance in addition to the established long-term leadership of these brands in automotive lubricants and vehicle care markets support this estimate. Tangible fixed assets at year end, capital expenditure, together with new investments in associated companies, and the depreciation, depletion and amortisation charges are shown in Note 25, classified, consistent with oil and natural gas industry practice, according to operating activities. Such a classification, rather than one according to type of asset, is given in order to permit a better comparison with other companies having similar activities. The net balances at December 31 include: $ million 2004 2003 Capitalised costs in respect of assets not yet used in operations Unproved properties 2,844 4,576 Proved properties under development and other assets in the course of construction 13,491 12,680 16,335 17,256

223 Unproved properties include capitalised exploratory well costs, for which the amounts at December 31, 2004, 2003 and 2002, and movements during 2004, 2003 and 2002 are given in the following table. $ million 2004 2003 2002 At January 1 771 720 515 Additions pending determination of proved reserves 566 501 568 Amounts charged to expense (432) (449) (393) Reclassiﬁcations to productive wells on determination of proved reserves (94) (56) (24) Other movements, including acquisitions, disposals and currency translation effects (22) 55 54 At December 31 789 771 720

There are no amounts remaining capitalised (a) in areas requiring major capital expenditure before production can begin, where neither drilling of additional exploratory wells is underway nor ﬁrmly planned for the near future, or (b) beyond 12 months in areas not requiring major capital expenditure before production can begin. Depreciation, depletion and amortisation charges for the year are included within the following headings in the Statement of Income: $ million 2003 2002 2004 As restated(a) As restated(a) Cost of sales 9,876 9,702 7,312 Selling and distribution expenses 1,438 1,229 1,041 Administrative expenses 121 121 62 Exploration 684 411 80 Research and development 33 28 33 Depreciation, depletion and amortisation: from continuing operations 12,152 11,491 8,528 from discontinued operations 121 220 211 12,273 11,711 8,739

(a) See Note 2.

Depreciation, depletion and amortisation charges for 2004 include $617 million (2003: $1,249 million; 2002: $191 million) relating to the impairment of tangible fixed assets, and $5 million (2003: $127 million; 2002: $6 million) relating to the impairment of intangible fixed assets. Such charges are recorded within cost of sales. The impairment charges relate to assets held for use (2004: $229 million; 2003: $1,169 million; 2002: $105 million) and to assets held for sale (2004: $393 million; 2003: $207 million; 2002: $92 million). For 2004, the majority of the impairment charges were in Oil Products ($579 million) and were related to the deterioration in the local operating environment for certain refinery assets and writing down to expected proceeds of marketing assets held for sale. For 2003, the impairments were incurred in Exploration & Production ($698 million, mainly due to lower production outlooks in the UK and South America), in Oil Products ($331 million, mainly due to the announced closure of the Bakersfield refinery and the impact of local economic conditions in Latin America), in Chemicals ($220 million, mainly in CS Metals, as anticipated benefits from a prototype technology did not meet performance expectations) and in Renewables ($127 million for Shell Solar following an extensive review to assess the value of the business). For 2002, the majority of the impairment charges (in total $197 million) were in Oil Products, reflecting plans in the USA to close surplus base oil production facilities, the closure of the Pililla base oil and bitumen refinery in the Philippines and a change in outlook for liquefied petroleum gas assets in Argentina coupled with the country’s economic downturn. Depreciation, depletion and amortisation charges for 2004 also included $570 million relating to the write-off of various exploration properties mainly in Ireland, Norway and the United Kingdom,

224 where new information during the year from exploratory work conﬁrmed lower than expected volume projections (2003: $366 million, mainly in Brazil and Ireland).

12 Other long-term assets Reﬂecting their non-current nature, deferred charges and prepayments due after one year and other non-current assets are presented separately as part of ‘‘Other long-term assets’’. At December 31, 2004 these include $3,221 million (2003: $1,989 million) of deferred charges and prepayments (including amounts in respect of risk management activities).

13 Inventories $ million 2004 2003 Inventories of oil and chemicals 14,488 11,742 Inventories of materials 903 948 15,391 12,690

14 Accounts receivable $ million 2004 2003 Trade receivables 23,626 17,523 Amounts owed by associated companies 2,619 2,094 Other receivables 3,996 3,602 Deferred charges and prepayments 7,757 5,750 37,998 28,969

Provisions for doubtful items deducted from accounts receivable amounted to $564 million at December 31, 2004 (2003: $557 million). Deferred charges and prepayments include amounts in respect of risk management activities.

15 Securities Investments — securities mainly comprises a portfolio of equity and debt securities required to be held long term by the Group insurance companies as security for their insurance activities, for which the fair value of $1,408 million at December 31, 2004 includes an unrealised gain of $346 million.

$125 million (2003: $125 million) of these securities are debt securities classified as held-to- maturity, with maturity falling between one and five years. The remainder are classified as available for sale, of which $688 million at December 31, 2004 (2003: $638 million) are debt securities. Of the available for sale securities, the maturities of $21 million fall within one year, $411 million fall between one year and five years, and $256 million exceed five years.

The carrying amount of securities classiﬁed as cash equivalent is $1,477 million at December 31, 2004 (2003: $107 million), all of which are debt securities classiﬁed as available for sale.

Total securities at December 31, 2004 amounting to $814 million (2003: $1,557 million) are listed on recognised stock exchanges.

During 2004 a Group company disposed of an equity investment, resulting in the reclassiﬁcation of an unrealised gain of $348 million from Other comprehensive income to Net income.

225 16 Debt (a) Short-term debt $ million 2004 2003 Debentures and other loans 4,661 8,181 Amounts due to banks and other credit institutions (including long-term debt due within one year) 1,108 2,737 5,769 10,918 Capitalised lease obligations 53 109 Short-term debt 5,822 11,027 less long-term debt due within one year (1,291) (1,874) Short-term debt excluding long-term debt due within one year 4,531 9,153

Short-term debt at December 31, 2003 included $1.3 billion of non-recourse debt owed by a Group company, for which a covenant had been breached in 2001. During 2004, this company was disposed of and this debt was relieved in its entirety. Short-term debenture balances fell during the year as a consequence of the Group’s reduced need for commercial paper ﬁnancing. The following relates only to short-term debt excluding long-term debt due within one year: $ million 2004 2003 Maximum amount outstanding at the end of any quarter 6,688 9,159 Average amount outstanding 6,507 8,554 Amounts due to banks and other credit institutions 812 2,657 Unused lines of short-term credit 4,023 3,916 Approximate average interest rate on: average amount outstanding 3% 3% amount outstanding at December 31 3% 2% The amount outstanding at December 31, 2004 includes $3,315 million of ﬁxed rate and $252 million of variable rate US dollar debt at an average interest rate of 2% and 9% respectively.

(b) Long-term debt $ million 2004 2003 Debentures and other loans 4,204 4,868 Amounts due to banks and other credit institutions 3,744 3,724 7,948 8,592 Capitalised lease obligations 652 508 Long-term debt 8,600 9,100 add long-term debt due within one year 1,291 1,874 Long-term debt including long-term debt due within one year 9,891 10,974

The following relates to long-term debt including the short-term part but excluding capitalised lease obligations. The amount at December 31, 2004 of $9,186 million (2003: $10,357 million) comprises: Average $ million interest rate US Dollar denominated debt Fixed rate 4,925 6% Variable rate 697 4% Non-dollar denominated debt Fixed rate 3,101 4% Variable rate 463 5% 9,186

226 The approximate weighted average interest rate in 2004 was 5% for both US dollar debt and total debt.

The aggregate maturities of long-term debts are: $ million 2005 1,238 2006 1,884 2007 2,474 2008 530 2009 117 2010 and after 2,943 9,186

During 2004, the Medium Term Note and Commercial Paper Facilities have been increased to a total level of $30.0 billion. As at December 31, 2004, debt outstanding under central borrowing programmes, which includes these facilities, totalled $8.3 billion with the remaining indebtedness raised by Group companies with no recourse beyond the immediate borrower and/or the local assets.

In accordance with the risk management policy, Group companies have entered into interest rate swap agreements against most of the ﬁxed rate debt. The use of interest rate swaps is further discussed in Note 29.

17 Commitments (a) Leasing arrangements The future minimum lease payments under operating leases and capital leases and the present value of net minimum capital lease payments at December 31, 2004 are as follows: $ million Operating Capital leases leases 2005 1,744 105 2006 1,203 73 2007 958 67 2008 781 61 2009 709 58 2010 and after 4,460 852 Total minimum payments 9,855 1,216 less executory costs and interest 511 Present value of net minimum capital lease payments 705

The ﬁgures above for operating lease payments represent minimum commitments existing at December 31, 2004 and are not a forecast of future total rental expense.

Total rental expense for all operating leases was as follows: $ million 2004 2003 2002 Minimum rentals 2,140 2,135 1,557 Contingent rentals 75 60 104 Sub-lease rentals (198) (198) (300) 2,017 1,997 1,361

227 (b) Long-term purchase obligations Group companies have unconditional long-term purchase obligations associated with ﬁnancing arrangements. The aggregate amount of payments required under such obligations at December 31, 2004 is as follows: $ million 2005 461 2006 420 2007 413 2008 385 2009 380 2010 and after 3,437 5,496

The agreements under which these unconditional purchase obligations arise relate mainly to the purchase of chemicals feedstock, utilities and to the use of pipelines. Payments under these agreements, which include additional sums depending upon actual quantities of supplies, amounted to $542 million in 2004 (2003: $252 million).

18 Accounts payable and accrued liabilities $ million 2004 2003 Trade payables 18,716 14,110 Amounts due to associated companies 1,927 1,829 Pensions and similar obligations 286 261 Other payables 11,620 8,832 Accruals and deferred income 7,658 7,315 40,207 32,347

Other payables include amounts in respect of risk management activities.

19 Long-term liabilities — Other $ million 2004 2003 Risk management activities 1,801 439 Deferred income 1,501 1,354 Environmental liabilities 664 676 Deposits for return items 603 566 Liabilities under staff beneﬁt plans 541 315 Advance payments received under long-term supply contracts 354 315 Redundancy liabilities 127 165 Other 2,474 2,224 8,065 6,054

These amounts include $1,222 million at December 31, 2004 (2003: $1,305 million) which does not fall due until more than ﬁve years after the respective balance sheet dates.

20 Statements of cash flows These statements reflect the cash flows arising from the activities of Group companies as measured in their own currencies, translated to US dollars at quarterly average rates of exchange. Accordingly, the cash flows recorded in the Statements of Cash Flows exclude both the currency translation differences which arise as a result of translating the assets and liabilities of non-US dollar Group companies to US dollars at year-end rates of exchange (except for those arising on cash and cash equivalents) and non-cash investing and financing activities. These currency translation differences and non-cash investing and financing activities must therefore be added to

228 the cash ﬂow movements at average rates in order to arrive at the movements derived from the Statements of Assets and Liabilities. $ million 2004 Movements Movements Movements derived from derived from arising from Statement of Statement of currency Non-cash Assets and Cash Flows translation movements Liabilities Tangible and intangible ﬁxed assets (2,627) 3,448 1,186 2,007 Investments (599) 122 194 (283) Other long-term assets 2,459 598 236 3,293 Inventories 2,731 691 (721) 2,701 Accounts receivable 8,462 1,327 (760) 9,029 Cash and cash equivalents 6,394 113 — 6,507 Short-term debt 3,701 (414) 1,335 4,622 Short-term part of long-term debt 672 (89) — 583 Accounts payable and accrued liabilities (7,708) (784) 632 (7,860) Taxes payable (2,999) (577) (382) (3,958) Long-term debt 817 (357) 40 500 Other long-term liabilities (1,442) (247) (322) (2,011) Deferred taxation 672 (673) 342 341 Other provisions (148) (471) (1,252) (1,871) Minority interests (1,257) (109) (528) (1,894) Other items (193) 193 — — Dividends to Parent Companies in excess of retained earnings movements 501 (128) — 373 Adjustment for Parent Companies’ shares and Other comprehensive income excluding currency translation differences 758 505 — — —

Movement in retained earnings of Group companies (Note 5) 10,194

Movement in cumulative currency translation differences (Note 6) 3,148

Movement in net assets (Note 5) 12,079

Income taxes paid by Group companies totalled $11.6 billion in 2004 (2003: $8.6 billion; 2002: $6.7 billion). Interest paid by Group companies was $0.9 billion in 2004 (2003: $0.9 billion; 2002: $1.0 billion). The main non-cash movements relate to the impact on the Statements of Assets and Liabilities of divestments, particularly of the Group’s interest in Rayong Reﬁnery which held $1.3 billion of short-term debt. There was also a review of the estimated provision for decommissioning and restoration costs during 2004 based on current experience and techniques which resulted in an increase of approximately $1.1 billion in both the provision and the corresponding tangible ﬁxed assets.

21 Employee retirement plans and other post retirement benefits Retirement plans are provided for permanent employees of all major Group companies. The nature of such plans varies according to the legal and fiscal requirements and economic conditions of the country in which the employees are engaged. Generally, the plans provide defined benefits based on employees’ years of service and average final remuneration. The principal plans in the Group use a December 31 measurement date. Some Group companies have established unfunded defined benefit plans to provide certain postretirement healthcare and life insurance benefits to their retirees, the entitlement to which is usually based on the employee remaining in service up to retirement age and the completion of a minimum service period.

229 The Group has accounted for the impact of the United States Medicare Prescription Drug, Improvement and Modernization (‘‘Medicare’’) Act of 2003, with effect from January 1, 2004. The impact was a $300 million reduction in the accumulated postretirement benefit obligation at January 1, 2004 and a $52 million reduction in postretirement benefit cost for 2004. There was no reduction to accumulated postretirement benefit obligations of $159 million at January 1, 2004, for certain separately administered retiree benefit plans which must be analysed under final government regulations. The first subsidies arising from the Medicare Act are expected to be received in 2006.

230 $ million Other benefits Pension benefits 2004 2003 2004 2003 USA Other Total USA Other Total Change in benefit obligation Obligations for benefits based on employee service to date at January 1 46,476 39,109 2,520 512 3,032 2,068 377 2,445 Increase in present value of the obligation for benefits based on employee service during the year 1,086 991 35 16 51 37 15 52 Interest on the obligation for benefits in respect of employee service in previous years 2,529 2,333 139 28 167 141 24 165 Benefit payments made (2,350) (2,034) (119) (28) (147) (95) (25) (120) Currency translation effects 3,461 5,333 — 40 40 — 78 78 Other components(a) 3,620 744 (66) 43 (23) 369 43 412 Obligations for benefits based on employee service to date at December 31 54,822 46,476 2,509 611 3,120 2,520 512 3,032 Change in plan assets Plan assets held in trust at fair value at January 1 43,960 33,035 Actual return on plan assets 5,262 6,598 Employer contributions 1,562 1,275 Plan participants’ contributions 56 40 Benefit payments made (2,350) (2,034) Currency translation effects 3,367 4,911 Other components(a) 17 135 Plan assets held in trust at fair value at December 31 51,874 43,960 Plan assets in excess of/(less than) the present value of obligations for benefits at December 31 (2,948) (2,516) (2,509) (611) (3,120) (2,520) (512) (3,032) Unrecognised net (gains)/losses remaining from the adoption of current method of determining pension costs 3 5 Unrecognised net (gains)/losses since adoption 9,888 7,295 727 186 913 876 149 1,025 Unrecognised prior service cost/(credit) 1,185 1,258 (34) 2 (32) (82) — (82) Net amount recognised 8,128 6,042 (1,816) (423) (2,239) (1,726) (363) (2,089)

Amounts recognised in the Statement of Assets and Liabilities: Intangible assets 353 326 Prepaid beneﬁt costs 8,278 6,516 Accrued beneﬁt liabilities: Short-term (213) (182) (40) (33) (73) (51) (28) (79) Long-term (2,878) (2,917) (1,776) (390) (2,166) (1,675) (335) (2,010) 5,540 3,743 (1,816) (423) (2,239) (1,726) (363) (2,089) Amount recognised in Parent Companies’ interest in Group net assets: Accumulated other comprehensive income 2,588 2,299 Net amount recognised 8,128 6,042 (1,816) (423) (2,239) (1,726) (363) (2,089)

(a) Other components comprise mainly the effect of changes in actuarial assumptions, most notably the discount rate and in 2004 the impact of accounting for the US Medicare Act on the accumulated postretirement beneﬁt obligation at January 1.

231 Additional information on pension benefits $ million 2004 2003 Obligation for pension benefits in respect of unfunded plans 2,032 2,155 Accumulated benefit obligation 48,654 41,865 For employee retirement plans with projected benefit obligation in excess of plan assets, the respective amounts are: Projected benefit obligation 36,246 30,291 Plan assets 33,646 28,176 For employee retirement plans with accumulated benefit obligation in excess of plan assets, the respective amounts are: Accumulated benefit obligation 11,844 10,452 Plan assets 10,734 9,356 Employer contributions to defined benefit pension plans during 2005 are estimated to be $1.4 billion. The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid: $ million Pension Other benefits benefits USA Other Total 2005 2,584 132 32 164 2006 2,664 135 33 168 2007 2,738 147 33 180 2008 2,829 157 34 191 2009 2,908 165 35 200 2010-2014 15,759 905 178 1,083 Benefit costs for the year comprise:

$ million Other benefits Pension benefits 2004 2003 2002 2004 2003 2002 USA Other Total USA Other Total USA Other Total Service cost 1,086 991 899 35 16 51 37 15 52 32 7 39 Interest cost 2,529 2,333 2,001 139 28 167 141 24 165 111 21 132 Expected return on plan assets (3,894) (3,547) (3,339) Other components 317 303 (100) 41 8 49 66 4 70 76 7 83 Cost of defined benefit plans 38 80 (539) 215 52 267 244 43 287 219 35 254 Payments to defined contribution plans 221 171 84 259 251 (455) 215 52 267 244 43 287 219 35 254

232 Discount rates, projected rates of remuneration growth and expected rates of return on plan assets vary for the different plans as they are determined in the light of local conditions. Expected rates of return on plan assets are calculated using a common assumption-setting process based on a projection of real long-term bond yields and an equity risk premium which are combined with local inﬂation assumptions and applied to each plan’s actual asset mix. The weighted averages applicable for the principal plans in the Group are:

Other benefits Pension benefits 2004 2003 2002 2004 2003 2002 USA Other USA Other USA Other Assumptions used to determine benefit obligations at December 31 Discount rate 5.1% 5.6% 5.9% 5.8% 5.0% 6.0% 5.6% 6.5% 5.6% Projected rate of remuneration growth 3.8% 3.9% 4.0% Assumptions used to determine benefit costs for year ended December 31 Discount rate 5.6% 5.9% 6.0% 6.0% 5.6% 6.5% 5.6% 7.0% 6.0% Expected rate of return on plan assets 7.6% 7.9% 8.0% Projected rate of remuneration growth 3.9% 4.0% 4.0% Healthcare cost trend rates Healthcare cost trend rate in year after reporting year 10.0% 3.7% 10.0% 3.9% 7.8% 4.6% Ultimate healthcare cost trend rate 5.0% 2.9% 5.0% 2.9% 5.0% 2.9% Year ultimate healthcare cost trend rate is applicable 2012 2007 2011 2006 2010 2004 The effect of a one percentage point increase/(decrease) in the annual rate of increase in the assumed healthcare cost trend rates would be to increase/(decrease) annual postretirement benefit cost by approximately $35 million/($25 million) and the accumulated postretirement benefit obligation by approximately $456 million/($374 million). Weighted-average plan asset allocations by asset category and the target allocation for December 31, 2004 for the principal pension plans in the Group are: Percentage of Target plan assets at allocation December 31 2004 2004 2003 Equity securities 72% 73% 73% Debt securities 23% 21% 22% Real estate 2% 2% 2% Other 3% 4% 3% Total 100% 100% 100%

Plan long-term investment strategies are generally determined by the responsible Pension Fund Trustees using a structured asset-liability modelling approach to determine the asset mix which best meets the objectives of optimising investment return and maintaining adequate funding levels.

22 Employee emoluments and numbers (a) Emoluments $ million 2004 2003 2002 Remuneration 8,125 7,477 6,096 Social law taxes 695 660 518 Pensions and similar obligations (Note 21) 526 538 (201) 9,346 8,675 6,413

233 (b) Average numbers 2004 2003 2002 thousands thousands thousands Exploration & Production 17 17 17 Gas & Power 222 Oil Products 78 82 75 Chemicals 899 Corporate and Other 9 9 8 114 119 111

(c) Year-end numbers 2004 2003 2002 thousands thousands thousands Exploration & Production 17 17 17 Gas & Power 222 Oil Products 76 82 80 Chemicals 899 Corporate and Other 9 9 8 112 119 116

In addition to remuneration above, there were charges for redundancy of $526 million in 2004 (2003: $291 million; 2002: $215 million). The charges relate to 4,000 employees in 2004 (mainly in the Oil Products segment, primarily due to portfolio restructuring, and in the Corporate and Other segment due to restructuring in information and technology), 2,000 employees in 2003 (mainly in the Exploration & Production and Oil Products segments) and 2,600 employees in 2002 (mainly in the Exploration & Production and Oil Products segments). The liabilities for redundancies at December 31, 2004 and 2003, and movements during 2004 and 2003 are given in the following table. $ million 2004 2003 At January 1 494 395 Charges 526 291 Payments (394) (245) Other movements and currency translation effects (29) 53 At December 31 597 494

23 Stock-based compensation plans and Parent Companies’ shares held by Group companies Stock-based compensation plans Certain Group companies have in place various stock-based plans for senior staff and other employees of those and other Group companies. Details of the principal plans are given below. The Group Stock Option Plans offer eligible employees options over Royal Dutch ordinary shares (Royal Dutch shares) or Shell Transport Ordinary shares (Shell Transport shares) at a price not less than the fair market value of the shares at the date the options were granted. The options are exercisable three years from grant, except for those granted under the US plans, which vest a third per year for three years. The options lapse ten years after grant, however leaving Group employment may cause options to lapse earlier. For Group Managing Directors and the most senior executives, 100% of the options granted in 2003 (and in subsequent years) are subject to performance conditions. Under the Restricted Stock Plan, grants are made on a highly selective basis to senior staff. A maximum of 250,000 Royal Dutch shares (or equivalent value in Shell Transport shares) can be granted under the plan in any year. Shares are granted subject to a three-year restriction period and the number of shares awarded is based on the share price at the start of the restricted

234 period. The shares, together with additional shares equivalent to the value of the dividends payable over the restriction period, are released to the individual at the end of the three-year period. The following table shows for 2003 and 2004, in respect of option plans, the number of shares under option at the beginning of the year, the number of options granted, exercised and expired during the year and the number of shares under option at the end of the year, together with their weighted average exercise price translated at the respective year-end exchange rates: Shell Canada Royal Dutch shares Shell Transport shares common shares(a) Weighted Weighted Weighted average average average exercise exercise exercise Number price Number price Number price (thousands) ($) (thousands) ($) (thousands) ($) Under option at January 1, 2003 33,381 59.86 101,447 8.26 4,777 21.71 Granted 15,643 45.13 41,893 6.74 1,674 35.65 Exercised — — (192) 6.47 (505) 22.88 Expired (1,003) 64.03 (2,813) 8.92 (73) 26.03 Under option at December 31, 2003(b) 48,021 60.09 140,335 8.44 5,873 29.43 Granted 14,816 52.42 42,998 7.47 1,697 45.99 Exercised (495) 47.20 (1,341) 7.10 (1,175) 22.73 Expired (1,644) 68.14 (6,033) 9.69 (285) 25.85 Under option at December 31, 2004(b) 60,698 60.56 175,959 8.73 6,110 37.17

(a) Unissued. (b) The underlying weighted average exercise prices for Royal Dutch and Shell Transport shares under option at December 31, 2004 were 344.42 (2003: 347.64) and £4.53 (2003: £4.73) respectively. The following tables provide further information about the options outstanding at December 31, 2004: Royal Dutch shares Options outstanding Options exercisable Weighted average Weighted Weighted remaining average average contractual exercise exercise Number life price Number price Range of exercise prices (thousands) (years) ($) (thousands) ($) $40 to $45 6,541 8.2 42.25 2,027 42.24 $45 to $50 7,096 9.1 48.65 223 45.71 $50 to $55 19,118 7.4 52.72 6,241 53.49 $55 to $60 8,354 7.6 56.30 2,353 56.21 $60 to $65 3,759 6.2 60.77 3,759 60.77 $65 to $70 773 2.3 66.70 773 66.70 $75 to $80 149 6.8 76.94 149 76.94 $80 to $85 9,503 6.3 82.92 1,959 81.34 $85 to $90 2,124 5.4 85.36 2,124 85.36 $90 to $95 79 5.2 94.11 79 94.11 $95 to $100 3,202 6.2 96.21 3,202 96.21 $40 to $100 60,698 7.3 60.56 22,889 65.95

235 Shell Transport shares Options outstanding Options exercisable Weighted average Weighted Weighted remaining average average contractual exercise exercise Number life price Number price Range of exercise prices (thousands) (years) ($) (thousands) ($) $7 to $8 93,250 7.8 7.36 9,847 7.00 $8 to $9 6,937 3.3 8.45 6,137 8.47 $9 to $10 11,694 4.4 9.74 11,694 9.74 $10 to $11 51,761 6.3 10.29 14,110 10.64 $11 to $12 12,317 6.0 11.80 12,317 11.80 $7 to $12 175,959 6.8 8.73 54,105 9.80

In the UK, The Shell Petroleum Company Limited and Shell Petroleum N.V. each operate a savings-related stock option scheme, under which options are granted over shares of Shell Transport at prices not less than the market value on a date not more than 30 days before the date of the grant of option and are normally exercisable after completion of a three-year or ﬁve- year contractual savings period. The following table shows for 2003 and 2004, in respect of these plans, the number of Shell Transport shares under option at the beginning of the year, the number of options granted, exercised and expired during the year and the number of shares under option at the end of the year:

2004 2003 Thousands Under option at January 1 15,089 18,680 Granted — 4,975 Exercised (1,924) (707) Expired (2,634) (7,859) Under option at December 31 10,531 15,089

Certain Group companies have incentive compensation plans containing stock appreciation rights linked to the value of Royal Dutch shares. During 2004 1,375,989 of these stock appreciation rights were exercised and 21,833 forfeited, leaving a balance of 7,484,779 at December 31, 2004 (2003: 8,882,601).

In 2001, the Global Employee Share Purchase Plan was implemented giving eligible employees the opportunity to buy Royal Dutch or Shell Transport shares, with 15% added after a speciﬁed holding period. At December 31, 2004 16,024 (2003: 4,754) Royal Dutch shares and 25,881 (2003: 19,742) Shell Transport shares were held by Group companies in connection with the Global Employee Share Purchase Plan.

236 Effects on Group net income and Earnings per share under the fair value method 6.E.4(b) A comparison of the Group’s net income and Earnings per share for both Royal Dutch and Shell Transport as reported under the intrinsic value method and on a pro forma basis calculated as if the fair value of options and share purchase rights granted would have been considered as compensation expense is as follows:

2004 2003 2002 As As As reported Pro forma restated Pro forma restated Pro forma Group net income ($ million) 18,183 17,938 12,313 12,036 9,656 9,453 Basic earnings per share attributable to Royal Dutch ($) 5.39 5.32 3.63 3.55 2.82 2.76 Diluted earnings per share attributable to Royal Dutch ($) 5.39 5.31 3.63 3.55 2.81 2.76 Basic earnings per ADR attributable to Shell Transport ($) 4.60 4.54 3.10 3.03 2.41 2.36 Diluted earnings per ADR attributable to Shell Transport ($) 4.60 4.54 3.10 3.03 2.41 2.36 The fair value of the Group’s 2004 option grants was estimated using a Black-Scholes option pricing model and the following assumptions for US dollar, euro and sterling denominated options respectively: risk-free interest rates of 3.5%, 3.1% and 4.9%; dividend yield of 4.1%, 4.5% and 4.0%; volatility of 28.2%, 30.3% and 31.7% and expected lives of ﬁve to seven years.

Parent Companies’ shares held by Group companies Group companies purchase shares of the Parent Companies in the open market with the purpose of covering their future obligations arising from the stock options granted to their employees and employees of other Group companies. At December 31, 2004, 52.7 million Royal Dutch shares (2003: 41.1 million) and 183.9 million Shell Transport shares (2003: 147.9 million) were held by Group companies. In connection with other incentive compensation plans linked to the appreciation in value of Royal Dutch and of Shell Transport shares, 9.2 million Royal Dutch shares and 0.4 million Shell Transport shares were held by Group companies at December 31, 2004 and 2003. In addition, 33,600 shares of Royal Dutch were held by Group companies at December 31, 2004 and 2003. The carrying amount of these and all Parent Company shares held in connection with the stock- based compensation plans at December 31, 2004 was $4,187 million (2003: $3,428 million).

24 Decommissioning and restoration costs $ million 2004 2003 Short-term Long-term Total Short-term Long-term Total At January 1 89 3,955 4,044 71 3,528 3,599 Cumulative effect of change in accounting policy(a) — — — 108 (102) 6 Liabilities incurred 6 291 297 — 174 174 Liabilities settled (77) (18) (95) (106) (37) (143) Accretion expense — 284 284 — 49 49 Reclassiﬁcations and other movements 160 912 1,072 12 12 24 Currency translation differences 7 285 292 4 331 335 At December 31 185 5,709 5,894 89 3,955 4,044

(a) US accounting standard FAS 143 (Asset Retirement Obligations) was effective from the beginning of 2003 (see Note 3). A review of the estimated provision for decommissioning and restoration costs was performed during 2004 based on current experience and techniques. This resulted in an increase of $1.1 billion in both the provision and corresponding tangible ﬁxed assets, reported within other movements.

237 For the purposes of calculating provisions for decommissioning and restoration costs, estimated total ultimate liabilities of $9.8 billion at December 31, 2004 (2003: $7.5 billion) were used. Such estimates are subject to various regulatory and technological developments.

A1/6.2 25 Information by geographical area and by industry segment 6.D.2 6.D.3 (a) Geographical area $ million 2003 2002 2004 As restated(a) As restated(a) Net Fixed Net Fixed Net Fixed proceeds assets proceeds assets proceeds assets Europe 94,904 37,930 70,375 37,686 62,575 36,516 Other Eastern Hemisphere 49,482 36,977 37,482 33,530 32,406 28,492 USA 102,877 27,580 75,109 30,343 54,677 27,266 Other Western Hemisphere 17,927 13,834 15,396 13,038 13,795 11,869 Total Group 265,190 116,321 198,362 114,597 163,453 104,143

(a) As a consequence of the separate reporting of income from discontinued operations (see Note 4), information for comparative periods has been reclassiﬁed where necessary:

(b) Industry segment $ million 2004 Total Exploration Gas & Oil Corporate Group & Production Power Products Chemicals and Other Sales third parties 265,190 20,643 9,604 207,006 26,877 1,060 inter-segment 19,001 1,210 11,924 2,620 11 Net proceeds 39,644 10,814 218,930 29,497 1,071 Operating proﬁt/(loss) Group companies 26,280 18,386 331 7,152 1,245 (834) Group share of associated companies 5,653 2,438 1,384 1,749 94 (12) 31,933 20,824 1,715 8,901 1,339 (846) Interest and other income 1,705 244 768 90 1 602 Interest expense (1,214) (1,214) Currency exchange gains/(losses) (39) (78) 15 (19) (16) 59 Taxation (15,136) (12,033) (429) (2,691) (394) 411 Income applicable to minority interests (626) Income from continuing operations 16,623 8,957 2,069 6,281 930 (988) Income from discontinued operations, net of tax(b) 1,560 358 86 1,256 — (52) Net income 18,183 9,315 2,155 7,537 930 (1,040) Total assets at December 31 192,811 68,199 23,214 71,447 18,330 11,621 Total liabilities at December 31 (102,926) (44,602) (15,897) (44,509) (8,062) 10,144 Tangible ﬁxed assets at December 31 Cost 193,162 115,404 8,028 53,773 14,561 1,396 Accumulated depreciation (104,222) (63,411) (1,107) (30,689) (8,381) (634) Goodwill at December 31 2,691 — 184 2,470 23 14 Investments in associated companies at December 31 19,743 4,762 4,312 6,206 4,139 324 Capital expenditure and new investments in associated companies 13,792 8,745 1,633 2,466 705 243 Depreciation, depletion and amortisation charge from continuing operations Impairment 622 7 — 580 29 6 Other 11,530 8,132 263 2,476 515 144

238 $ million 2003 (as restated)(a) Total Exploration Gas & Oil Corporate Group & Production Power Products Chemicals and Other Sales third parties 198,362 12,224 7,377 159,075 18,843 843 inter-segment 20,244 850 3,416 1,974 29 Net proceeds 32,468 8,227 162,491 20,817 872 Operating proﬁt/(loss) Group companies 17,877 14,968 510 3,175 (112) (664) Group share of associated companies 3,446 1,857 871 910 (165) (27) 21,323 16,825 1,381 4,085 (277) (691) Interest and other income 1,967 88 1,366 (39) (29) 581 Interest expense (1,324) (1,324) Currency exchange gains/(losses) (231) (16) (23) (23) (14) (155) Taxation (9,349) (8,307) (454) (1,202) 111 503 Income applicable to minority interests (353) Income from continuing operations 12,033 8,590 2,270 2,821 (209) (1,086) Income from discontinued operations, net of tax(b) 25 78 19 39 — (98) Cumulative effect of change in accounting principle, net of tax 255 255 — — — — Net income 12,313 8,923 2,289 2,860 (209) (1,184)

Total assets at December 31 169,557 63,641 19,212 64,725 15,297 6,682 Total liabilities at December 31 (93,645) (47,866) (13,277) (42,549) (7,888) 17,935 Tangible ﬁxed assets at December 31 Cost 181,685 105,540 6,934 53,556 14,028 1,627 Accumulated depreciation (94,597) (56,265) (985) (28,784) (7,851) (712) Goodwill at December 31 2,675 — 184 2,455 23 13 Investments in associated companies at December 31 19,371 4,108 4,924 5,965 4,017 357 Capital expenditure and new investments in associated companies 13,235 8,278 1,511 2,405 599 442 Depreciation, depletion and amortisation charge from continuing operations Impairment 1,288 679 — 262 220 127 Other 10,203 7,048 116 2,455 458 126 (a) See Note 2. (b) $88 million of income applicable to minority interests is deducted in arriving at income from discontinued operations for the Group in 2004 (2003: $13 million).

239 $ million 2002 (as restated)(a) Total Exploration Gas & Oil Corporate Group & Production Power Products Chemicals and Other Sales third parties 163,453 11,640 4,254 132,681 14,125 753 inter-segment 14,680 620 3,080 1,082 17 Net proceeds 26,320 4,874 135,761 15,207 770 Operating proﬁt/(loss) Group companies 15,067 11,976 89 3,009 438 (445) Group share of associated companies 2,792 1,316 729 554 213 (20) 17,859 13,292 818 3,563 651 (465) Interest and other income 748 98 118 10 3 519 Interest expense (1,291) (1,291) Currency exchange gains/(losses) (25) (25) 6 (67) (16) 77 Taxation (7,647) (6,724) (195) (1,021) (73) 366 Income applicable to minority interests (175) Income from continuing operations 9,469 6,641 747 2,485 565 (794) Income from discontinued operations, net of tax 187 85 27 142 — (67) Net income 9,656 6,726 774 2,627 565 (861)

Total assets at December 31 153,131 56,988 16,057 60,549 14,172 5,365 Total liabilities at December 31(b) (89,287) (45,191) (12,223) (41,826) (7,903) 17,856 Tangible ﬁxed assets at December 31 Cost 157,499 93,333 2,843 47,689 12,010 1,624 Accumulated depreciation (79,136) (47,076) (763) (23,926) (6,711) (660) Goodwill at December 31 2,324 — 184 1,989 22 129 Investments in associated companies at December 31 17,945 3,591 4,679 5,344 4,154 177 Capital expenditure, acquisitions and new investments in associated companies 23,651 13,154 953 7,968 998 578 Depreciation, depletion and amortisation charge from continuing operations Impairment 188 33 4 102 29 20 Other 8,340 5,603 112 2,160 372 93 As a consequence of the separate reporting of income from discontinued operations (see Note 4), information for comparative periods has been reclassiﬁed where necessary. (a) See Note 2. (b) Deferred taxation as at December 31, 2002 is included on a net liability basis, rather than as separate deferred taxation assets and liabilities as in 2004 and 2003.

240 26 Oil and gas exploration and production activities (a) Capitalised costs The aggregate amount of tangible ﬁxed assets of Group companies relating to oil and gas exploration and production activities and the aggregate amount of the related depreciation, depletion and amortisation at December 31 are shown in the table below: $ million 2003 2002 2004 As restated As restated Cost Proved properties 104,479a 94,069(a) 83,964 Unproved properties 4,281 5,400 4,768 Support equipment and facilities 3,266 3,128 2,352 112,026 102,597 91,084 Depreciation Proved properties 60,101(a) 53,867(a) 45,525 Unproved properties 1,437 824 325 Support equipment and facilities 1,582 1,443 1,224 63,120 56,134 47,074 Net capitalised costs 48,906 46,463 44,010 Oil sands: net capitalised costs 3,087 2,811 2,246 (a) Includes capitalised asset retirement costs. The Group share of associated companies’ net capitalised costs was $3,958 million at December 31, 2004 (2003: $3,772 million; 2002: $3,173 million).

(b) Costs incurred Costs incurred by Group companies during the year in oil and gas property acquisition, exploration and development activities, whether capitalised or charged to income currently, are shown in the table overleaf. Development costs exclude costs of acquiring support equipment and facilities, but include depreciation thereon. $ million 2004 Western Eastern Hemisphere Hemisphere Middle East, Asia Russia, Europe Africa Paciﬁc CIS(a) USA Other Total Acquisition of properties Proved — — — 192 17 (1) 208 Unproved (3) 46 (3) 7 19 44 110 Exploration 152 196 141 127 418 214 1,248 Development(b) Excluding oil sands 2,404 1,831 363 2,645 867 362 8,472 Oil sands 132 132 $ million 2003 Western Eastern Hemisphere Hemisphere Middle East, Asia Russia, Europe Africa Paciﬁc CIS(a) USA Other Total Acquisition of properties Proved 6 8 177 194 — — 385 Unproved — 209 3 273 17 8 510 Exploration 187 163 139 273 342 155 1,259 Development(b) Excluding oil sands 2,776 1,660 311 1,251 1,599 588 8,185 Oil sands 88 88

241 $ million 2002 Western Eastern Hemisphere Hemisphere Middle East, Asia Russia, Europe Africa Paciﬁc CIS USA Other Total Acquisition of properties Proved 3,776 — — 122 565 801 5,264 Unproved 1,693 53 — 3 368 412 2,529 Exploration 217 279 115 170 328 182 1,291 Development Excluding oil sands 1,605 1,370 442 685 1,465 407 5,974 Oil sands 931 931 (a) These amounts do not include Sakhalin II project costs in 2004 of $869 million (2003: $384 million) reported in the Gas & Power segment. (b) Includes capitalised asset retirement costs. The Group share of associated companies’ cost incurred was $415 million in 2004 (2003: $417 million; 2002: $551 million).

(c) Earnings Earnings of Group companies from exploration and production activities are given in the table below. For the purpose of this note, certain purchases of traded product are netted into sales. $ million 2004 Western Eastern Hemisphere Hemisphere Middle East, Asia Russia, Europe Africa Paciﬁc CIS USA Other Total Sales: Third parties 5,856 137 1,045 1,806 2,092 1,277 12,213 Intra-group 7,223 5,616 1,517 4,616 4,755 1,187 24,914 Net proceeds 13,079 5,753 2,562 6,422 6,847 2,464 37,127 Production costs(b) (1,895) (1,548) (537) (1,687) (779) (518) (6,964) Exploration expense (201) (157) (139) (101) (364) (209) (1,171) Depreciation, depletion and amortisation (3,764) (700) (566) (799) (1,622) (811) (8,262) Other income/(costs) (1,308) (353) 280 (517) (340) (334) (2,572) Earnings before taxation 5,911 2,995 1,600 3,318 3,742 592 18,158 Taxation (3,559) (2,448) (350) (2,795) (1,298) (186) (10,636) Earnings from continuing operations 2,352 547 1,250 523 2,444 406 7,522 Earnings from discontinued operations, net of tax — 144 109 105 — — 358 Earnings from operations 2,352 691 1,359 628 2,444 406 7,880

Earnings from oil sands 290 290

242 $ million 2003 (as restated)(a) Western Eastern Hemisphere Hemisphere Middle East, Asia Russia, Europe Africa Paciﬁc CIS USA Other Total Sales: Third parties 5,386 129 808 1,640 1,903 1,115 10,981 Intra-group 5,873 3,888 1,179 3,713 4,480 713 19,846 Net proceeds 11,259 4,017 1,987 5,353 6,383 1,828 30,827 Production costs(b) (1,886) (1,087) (419) (1,408) (603) (366) (5,769) Exploration expense (229) (235) (112) (121) (275) (144) (1,116) Depreciation, depletion and amortisation (3,723) (462) (539) (585) (1,667) (681) (7,657) Other income/(costs) (512) (187) 238 (443) 30 (240) (1,114) Earnings before taxation 4,909 2,046 1,155 2,796 3,868 397 15,171 Taxation (1,686) (1,437) (217) (2,239) (1,497) (204) (7,280) Earnings from continuing operations 3,223 609 938 557 2,371 193 7,891 Earnings from discontinued operations, net of tax — (16) 68 26 — — 78 Earnings from operations 3,223 593 1,006 583 2,371 193 7,969

Earnings from oil sands (101) (101)

$ million 2002 (as restated)(a) Western Eastern Hemisphere Hemisphere Middle East, Asia Russia, Europe Africa Paciﬁc CIS USA Other Total Sales: Third parties 5,472 73 763 1,772 1,997 892 10,969 Intra-group 4,572 2,538 1,186 3,087 2,863 433 14,679 Net proceeds 10,044 2,611 1,949 4,859 4,860 1,325 25,648 Production costs(b) (1,826) (754) (420) (1,275) (589) (298) (5,162) Exploration expense (177) (204) (58) (81) (249) (208) (977) Depreciation, depletion and amortisation (2,469) (458) (572) (777) (1,461) (265) (6,002) Other income/(costs) (428) (97) 160 (654) (221) (219) (1,459) Earnings before taxation 5,144 1,098 1,059 2,072 2,340 335 12,048 Taxation (2,340) (789) (294) (1,638) (791) (93) (5,945) Earnings from continuing operations 2,804 309 765 434 1,549 242 6,103 Earnings from discontinued operations, net of tax — (15) 70 30 — — 85 Earnings from operations 2,804 294 835 464 1,549 242 6,188

Earnings from oil sands (3) (3) (a) As a consequence of the separate reporting of income from discontinued operations (see Note 4), information for comparative periods has been reclassified where necessary. Certain other amounts have been reclassified for comparative purposes. Also see Note 2. (b) Includes certain royalties paid in cash amounting to $2,019 million in 2004 (2003: $1,700 million; 2002: $1,449 million). The Group share of associated companies’ earnings was $1,145 million in 2004 (2003: $800 million; 2002: $541 million) mainly in the USA $603 million (2003: $424 million; 2002: $330 million) and Asia Pacific $522 million (2003: $353 million; 2002: $170 million).

243 27 Auditors’ remuneration Remuneration of KPMG and PricewaterhouseCoopers $ million 2002 2004 2003 As restated Audit fees 42 32 27 Audit-related fees(a) 13 11 17 Tax fees(b) 97 6 Fees for all other non-audit services 6 6 12 (a) Fees for audit-related services such as employee beneﬁt plan audits, due diligence assistance, assurance of non- ﬁnancial data, operational audits, training services and special investigations. (b) Fees for tax compliance, tax advice and tax planning services.

28 Contingencies and litigation Contingent liabilities of Group companies arising from guarantees related to commitments of non-consolidated entities amounted to $2.9 billion at December 31, 2004 (2003: $3.4 billion). An analysis of the guarantees outstanding at December 31, 2004 is given in the following table: $ billion In respect of debt 1.7 In respect of customs duties 0.5 Other 0.7 2.9

The $1.7 billion of guarantees in respect of debt relate to project ﬁnance. Guarantees in respect of customs duties mainly relate to a cross guarantee, renewable annually, for amounts payable by industry participants in a western European country.

Shell Oil Company (including subsidiaries and affiliates, referred to collectively as SOC), along with numerous other defendants, has been sued by public and quasi-public water purveyors, as well as governmental entities, alleging responsibility for groundwater contamination caused by releases of gasoline containing oxygenate additives. Most of these suits assert various theories of liability, including product liability, and seek to recover actual damages, including clean-up costs. Some assert claims for punitive damages. As of December 31, 2004, there were approximately 66 pending suits by such plaintiffs that asserted claims against SOC and many other defendants (including major energy and refining companies). Although a majority of these cases do not specify the amount of monetary damages sought, some include specific damage claims collectively against all defendants. While the aggregate amounts claimed against all defendants for actual and punitive damages in such suits could be material to the financial statements if they were ultimately recovered against SOC alone rather than apportioned among the defendants, management of the Group considers the amounts claimed in these pleadings to be highly speculative and not an appropriate basis on which to determine a reasonable estimate of the amount of the loss that may be ultimately incurred, for the reasons described below.

The reasons for this determination can be summarised as follows:

) While the majority of the cases have been consolidated for pre-trial proceedings in the U.S. District Court for the Southern District of New York, there are many cases pending in other jurisdictions throughout the U.S. Most of the cases are at a preliminary stage. In many matters, little discovery has been taken and the courts have yet to rule upon motions on substantive legal issues. Consequently, management of the Group does not have sufﬁcient information to assess the facts underlying the plaintiffs’ claims; the nature and extent of damages claimed, if any; the reasonableness of any speciﬁc claim for money damages; the allocation of potential responsibility among defendants; or the law that may be applicable. Additionally, given the pendency of cases in varying jurisdictions, there may be inconsistencies in the determinations made in these matters.

244 ) There are significant unresolved legal questions relating to claims asserted in this litigation. For example, it has not been established whether the use of oxygenates mandated by the 1990 amendments to the Clean Air Act can give rise to a products liability based claim. While some trial courts have held that it cannot, other courts have left the question open or declined to dismiss claims brought on a products liability theory. Other examples of unresolved legal questions relate to the applicability of federal preemption, whether a plaintiff may recover damages for alleged levels of contamination significantly below state environmental standards, and whether a plaintiff may recover for an alleged threat to groundwater before detection of contamination. ) There are also significant unresolved legal questions relating to whether punitive damages are available for products liability claims or, if available, the manner in which they might be determined. For example, some courts have held that for certain types of product liability claims, punitive damages are not available. It is not known whether that rule of law would be applied in some or all of the pending oxygenate additive cases. Where specific claims for damages have been made, punitive damages represent in most cases a majority of the total amounts claimed. ) There are significant issues relating to the allocation of any liability among the defendants. Virtually all of the oxygenate additives cases involve multiple defendants including most of the major participants in the retail gasoline marketing business in the regions involved in the pending cases. The basis on which any potential liability may be apportioned among the defendants in any particular pending case cannot yet be determined. For these reasons, management of the Group is not currently able to estimate a range of reasonably possible losses or minimum loss for this litigation; however, management of the Group does not currently believe that the outcome of the oxygenate-related litigation pending as of December 31, 2004 will have a material impact on the Group’s financial condition, although such resolutions could have a significant effect on periodic results for the period in which they are recognised. A $490 million judgment in favour of 466 plaintiffs in a consolidated matter that had once been nine individual cases was rendered in 2002 by a Nicaraguan court jointly against SOC and three other named defendants (not affiliated with SOC), based upon Nicaraguan Special Law 364 for claimed personal injuries resulting from alleged exposure to dibromochloropropane (DBCP) — a pesticide manufactured by SOC prior to 1978. This special law imposes strict liability (in a predetermined amount) on international manufacturers of DBCP. The statute also provides that unless a deposit (calculated as described below) of an amount denominated in Nicaraguan cordobas is made into the Nicaraguan courts, the claims would be submitted to the US courts. In SOC’s case the deposit would have been between $19 million and $20 million (based on an exchange rate between 15 and 16 cordobas per US dollar). SOC chose not to make this deposit. The Nicaraguan courts did not, however, give effect to the provision of Special Law 364 that requires submission of the matter to the US courts. Instead, the Nicaraguan court entered judgment against SOC and the other defendants. Further, SOC was not afforded the opportunity to present any defences in the Nicaraguan court, including that it was not subject to Nicaraguan jurisdiction because it had neither shipped nor sold DBCP to parties in Nicaragua. At this time, SOC has not completed the steps necessary to perfect an appeal in Nicaragua and, as described below, the Nicaraguan claimants have sought to enforce the Nicaraguan judgment against SOC in the U.S. and in Venezuela. SOC does not have any assets in Nicaragua. In 2003, an attempt by the plaintiffs to enforce the Nicaraguan judgment described above in the United States against Shell Chemical Company and purported affiliates of the other named defendants was rejected by the U.S. District Court for the Central District of California, which decision is on appeal before the Ninth Circuit Court of Appeals. Enforcement of the Nicaraguan judgment was rejected because of improper service and attempted enforcement against non-existent entities or entities that were not named in the Nicaraguan judgment. Thereafter, SOC filed a declaratory judgment action seeking ultimate adjudication of the non-enforceability of this Nicaraguan judgment in the U.S. District Court for the Central District of California. This district court denied motions filed by the Nicaraguan claimants to dismiss SOC claims that Nicaragua does not have impartial tribunals,

245 the proceedings violated due process, the relationship between SOC and Nicaragua made the exercise of personal jurisdiction unreasonable, and Special Law 364 is repugnant to U.S. public policy because it violates due process. A finding in favour of SOC on any of these grounds will result in a refusal to recognize and enforce the judgment in the United States. Several requests for Exequatur were filed in 2004 with the Tribunal Suprema de Justicia (the Venezuelan Supreme Court) to enforce Nicaraguan judgments. The petitions imply that judgments can be satisfied with assets of Shell Venezuela, S.A., which was neither a party to the Nicaraguan judgment nor a subsidiary of SOC, against whom the Exequatur was filed. The petitions are pending before the Tribunal Suprema de Justicia but have not been accepted. As of December 31, 2004, five additional Nicaraguan judgments had been entered in the collective amount of approximately $226.5 million in favor of 240 plaintiffs jointly against Shell Chemical Company and three other named defendants (not affiliated with Shell Chemical Company) under facts and circumstances almost identical to those relating to the judgment described above. Additional judgments are anticipated (including a suit seeking more than $3 billion). It is the opinion of management of the Group that the above judgments are unenforceable in a U.S. court, as a matter of law, for the reasons set out in SOC’s declaratory judgment action described above. No financial provisions have been established for these judgments or related claims. Since 1984, SOC has been named with others as a defendant in numerous product liability cases, including class actions, involving the failure of residential plumbing systems and municipal water distribution systems constructed with polybutylene plastic pipe. SOC fabricated the resin for this pipe while the co-defendants fabricated the raw materials for the pipe fittings. As a result of two class action settlements in 1995, SOC and the co-defendants agreed on a mechanism to fund until 2009 the settlement of most of the residential plumbing claims in the United States. Financial provisions have been taken by SOC for its settlement funding needs anticipated at this time. Additionally, claims that are not part of these class action settlements or that challenge these settlements continue to be filed primarily involving alleged problems with polybutylene pipe used in municipal water distribution systems. It is the opinion of management of the Group that exposure from this other polybutylene litigation pending as of December 31, 2004, is not material. Management of the Group cannot currently predict when or how all polybutylene matters will be finally resolved. In connection with the recategorisation of certain hydrocarbon reserves that occurred in 2004, a number of putative shareholder class actions were filed against Royal Dutch, Shell Transport, Managing Directors of Royal Dutch during the class period, Managing Directors of Shell Transport during the class period and the external auditors for Royal Dutch, Shell Transport and the Group. These actions were consolidated in the United States District Court in New Jersey and a consolidated complaint was filed in September 2004. The parties are awaiting a decision with respect to defendants’ motions to dismiss asserting lack of jurisdiction with respect to the claims of non-United States shareholders who purchased on non-United States securities exchanges and failure to state a claim. Merits discovery has not begun. The case is at an early stage and subject to substantial uncertainties concerning the outcome of the material factual and legal issues relating to the litigation, including the pending motions to dismiss on lack of jurisdiction and failure to state a claim. In addition, potential damages, if any, in a fully litigated securities class action would depend on the losses caused by the alleged wrongful conduct that would be demonstrated by individual class members in their purchases and sales of Royal Dutch and Shell Transport shares during the relevant class period. Accordingly, based on the current status of the litigation, management of the Group is unable to estimate a range of possible losses or any minimum loss. Management of the Group will review this determination as the litigation progresses. Also in connection with the hydrocarbon reserves recategorisation, putative shareholder class actions were filed on behalf of participants in various Shell Oil Company qualified plans alleging that Royal Dutch, Shell Transport and various current and former officers and directors breached various fiduciary duties to employee participants imposed by the Employee Retirement Income Security Act of 1974 (ERISA). These suits were consolidated in the United States District Court in New Jersey and a consolidated class action complaint was filed in July 2004. Defendants’

246 motions to dismiss have been fully briefed. Some document discovery has taken place. The case is at an early stage and subject to substantial uncertainties concerning the outcome of the material factual and legal issues relating to the litigation, including the pending motion to dismiss and the legal uncertainties with respect to the methodology for calculating damage, if any, should defendants become subject to an adverse judgment. The Group is in settlement discussions with counsel for plaintiffs, which it hopes will lead to a successful resolution of the case without the need for further litigation. No financial provisions have been taken with respect to the ERISA litigation. The reserves recategorisation also led to the filing of shareholder derivative actions in June 2004. The four suits pending in New York state court, New York federal court and New Jersey federal court demand Group management and structural changes and seek unspecified damages from current and former members of the boards of directors of Royal Dutch and Shell Transport. The suits are in preliminary stages and no responses are yet due from defendants. Because any money ‘‘damages’’ in the derivative actions would be paid to Royal Dutch and Shell Transport, management of the Group does not believe that the resolution of these suits will have a material adverse effect on the Group’s financial condition or operating results. The United States Securities and Exchange Commission (SEC) and UK Financial Services Authority (FSA) issued formal orders of private investigation in relation to the reserves recategorisation which Royal Dutch and Shell Transport resolved by reaching agreements with the SEC and the FSA. In connection with the agreement with the SEC, Royal Dutch and Shell Transport consented, without admitting or denying the SEC’s findings or conclusions, to an administrative order finding that Royal Dutch and Shell Transport violated, and requiring Royal Dutch and Shell Transport to cease and desist from future violations of, the antifraud, reporting, recordkeeping and internal control provisions of the US Federal securities laws and related SEC rules, agreed to pay a $120 million civil penalty and has undertaken to spend an additional $5 million developing a comprehensive internal compliance program. In connection with the agreement with the FSA, Royal Dutch and Shell Transport agreed, without admitting or denying the FSA’s findings or conclusions, to the entry of a Final Notice by the FSA finding that Royal Dutch and Shell Transport breached market abuse provisions of the UK’s Financial Services and Markets Act 2000 and the Listing Rules made under it and agreed to pay a penalty of £17 million. The penalties from the SEC and FSA and the additional amount to develop a comprehensive internal compliance program have been paid by Group companies and fully included in the Income Statement of the Group. The United States Department of Justice has commenced a criminal investigation, and Euronext Amsterdam, the Dutch Authority Financial Markets and the California Department of Corporations are investigating the issues related to the reserves recategorisation. Management of the Group cannot currently predict the manner and timing of the resolution of these pending matters and is currently unable to estimate the range of reasonably possible losses from such matters. Group companies are subject to a number of other loss contingencies arising out of litigation and claims brought by governmental and private parties, which are handled in the ordinary course of business. The operations and earnings of Group companies continue, from time to time, to be affected to varying degrees by political, legislative, fiscal and regulatory developments, including those relating to the protection of the environment and indigenous people, in the countries in which they operate. The industries in which Group companies are engaged are also subject to physical risks of various types. The nature and frequency of these developments and events, not all of which are covered by insurance, as well as their effect on future operations and earnings, are unpredictable.

29 Financial instruments Group companies, in the normal course of business, use various types of ﬁnancial instruments which expose the Group to market or credit risk. Group companies have procedures and policies in place to limit the amount of credit exposure to any counterparty or market. These procedures

247 and the broad geographical spread of Group companies’ activities limit the Group’s exposure to concentrations of credit or market risk. Some Group companies enter into derivatives such as interest rate swaps/forward rate agreements to manage interest rate exposure. The ﬁnancing of most Operating Companies is structured on a ﬂoating-rate basis and, except in special cases, further interest rate risk management is discouraged. Foreign exchange derivatives, such as forward exchange contracts and currency swaps/options, are used by some Group companies to manage foreign exchange risk. Commodity swaps, options and futures are used to manage price and timing risks mainly involving crude oil, natural gas and oil products. The contract/notional amount, together with the estimated fair value (carrying amount) of derivatives held by Group companies at December 31 is as follows: $ million 2004 2003 Contract/ Contract/ notional Estimated notional Estimated amount fair value amount fair value Interest rate swaps/forward rate agreements 4,307 70 4,322 121 Forward exchange contracts and currency swaps/options 18,830 53 18,874 165 Commodity swaps, options and futures 101,021 81 65,800 61 124,158 204 88,996 347

The contract/national amounts of commodity swaps, options and futures have increased during the year as a consequence of rising crude oil and natural gas prices. Other ﬁnancial instruments in the Statement of Assets and Liabilities include ﬁxed assets: investments — securities, trade receivables, short-term securities, cash and cash equivalents, short and long-term debt, and assets and liabilities in respect of risk management activities. The estimated fair values of these instruments approximate their carrying amounts.

248 30 Division of Group net assets between the Parent Companies and movements therein The division of Group net assets and movements therein, including Group net income in accordance with Note 1, is as follows: $ million Royal Shell Total Dutch (60%) Transport (40%) As restated As restated As restated At January 1, 2002 56,142 33,685 22,457 Movements during the year 2002: Group net income 9,656 5,794 3,862 less: distributions to Parent Companies (5,435) (3,261) (2,174) Undistributed net income 4,221 2,533 1,688 Movement in Parent Companies’ shares held by Group companies, net of dividends received (844) (507) (337) Other comprehensive income (see Note 6) 757 455 302 At December 31, 2002 60,276 36,166 24,110 Movements during the year 2003: Group net income 12,313 7,387 4,926 less: distributions to Parent Companies (5,660) (3,396) (2,264) Undistributed net income 6,653 3,991 2,662 Loss on sale of Parent Companies’ shares (1) (1) — Movement in Parent Companies’ shares held by Group companies, net of dividends received (631) (378) (253) Other comprehensive income (see Note 6) 6,200 3,720 2,480 At December 31, 2003 72,497 43,498 28,999 Movements during the year 2004: Group net income 18,183 10,910 7,273 less: distributions to Parent Companies (7,989) (4,793) (3,196) Undistributed net income 10,194 6,117 4,077 Movement in Parent Companies’ shares held by Group companies, net of dividends received (759) (455) (304) Other comprehensive income (see Note 6) 2,644 1,586 1,058 At December 31, 2004 84,576 50,746 33,830

The above table is based on the Group’s US GAAP results. See Note 33 for the impact of differences between US GAAP and Netherlands GAAP on the Group’s net income and net assets. Note 38 shows the division of Group net assets and movements therein under Netherlands GAAP.

249 Reconciliation of Division of Group net assets between the Parent Companies and movements therein to previously issued Financial Statements

$ million Total Royal Dutch (60%) Shell Transport (40%) Second Second Second As previously Reserves As previously Reserves As previously Reserves restated(a) Restatement As restated restated(a) Restatement As restated restated(a) Restatement As restated At January 1, 2002 56,244 (102) 56,142 33,746 (61) 33,685 22,498 (41) 22,457 Movements during the year 2002: Group net income 9,722 (66) 9,656 5,833 (39) 5,794 3,889 (27) 3,862 less: distributions to Parent Companies (5,435) — (5,435) (3,261) — (3,261) (2,174) — (2,174)

Undistributed net income 4,287 (66) 4,221 2,572 (39) 2,533 1,715 (27) 1,688 Movement in Parent Companies’ shares held by Group companies, net of dividends received (844) — (844) (507) — (507) (337) — (337) Other comprehensive income (see Note 6) 757 — 757 455 — 455 302 — 302

At December 31, 2002 60,444 (168) 60,276 36,266 (100) 36,166 24,178 (68) 24,110

Movements during the year 2003: Group net income 12,496 (183) 12,313 7,498 (111) 7,387 4,998 (72) 4,926 less: distributions to Parent Companies (5,660) — (5,660) (3,396) — (3,396) (2,264) — (2,264)

Undistributed net income 6,836 (183) 6,653 4,102 (111) 3,991 2,734 (72) 2,662 Loss on sale of Parent Companies’ shares (1) — (1) (1) — (1) — — — Movement in Parent Companies’ shares held by Group companies, net of dividends received (631) — (631) (378) — (378) (253) — (253) Other comprehensive income (see Note 6) 6,200 — 6,200 3,720 — 3,720 2,480 — 2,480

At December 31, 2003 72,848 (351) 72,497 43,709 (211) 43,498 29,139 (140) 28,999

(a) 2003 data is as originally reported.

250 NETHERLANDS GAAP FINANCIAL INFORMATION

STATEMENTS OF INCOME

$ million 2003 2002 Note 2004 As restated(a) As restated(a) Sales proceeds 337,522 263,889 218,287 Sales taxes, excise duties and similar levies (72,332) (65,527) (54,834) Net proceeds 265,190 198,362 163,453 Cost of sales (222,334) (165,314) (135,778) Gross profit 42,856 33,048 27,675 Selling and distribution expenses (12,340) (11,409) (9,617) Administrative expenses (2,516) (1,870) (1,587) Exploration (1,823) (1,475) (1,052) Research and development (553) (584) (472) Operating profit of Group companies 25,624 17,710 14,947 Share of operating profit of associated companies 34 6,050 3,446 2,792 Operating profit 31,674 21,156 17,739 Interest and other income 8 1,705 1,967 748 Interest expense 9 (1,214) (1,324) (1,291) Currency exchange gains/(losses) (39) (231) (25) Income before taxation 32,126 21,568 17,171 Taxation 35 (15,030) (9,349) (7,647) Income after taxation 17,096 12,219 9,524 Income applicable to minority interests (626) (353) (175) Income from continuing operations 16,470 11,866 9,349 Income from discontinued operations, net of tax 4 1,560 25 187 Net income 33 18,030 11,891 9,536

STATEMENTS OF COMPREHENSIVE INCOME AND PARENT COMPANIES’ INTEREST IN GROUP NET ASSETS

$ million 2003 2002 Note 2004 As restated As restated Net income 18,030 11,891 9,536 Other comprehensive income, net of tax: 6 currency translation differences 20 3,148 5,102 2,432 unrealised gains/(losses) on securities (350) 689 25 unrealised gains/(losses) on cash ﬂow hedges 31 51 (225) minimum pension liability adjustments (185) 358 (1,475) Comprehensive income 20,674 18,091 10,293 Distributions to Parent Companies (7,989) (5,660) (5,435) Increase in Parent Companies’ shares held, net of dividends received 23 (759) (631) (844) Loss on sale of Parent Companies’ shares — (1) —

Parent Companies’ interest in Group net assets: At January 1 72,210 60,156 56,142 Cumulative effect of change in accounting policy — 255 — At January 1 after cumulative effect of change 72,210 60,411 56,142 Parent Companies’ interest in Group net assets at December 31 38 84,136 72,210 60,156

(a) See Note 2.

251 STATEMENTS OF ASSETS AND LIABILITIES

Dec 31, Dec 31, Dec 31, 2003 2002 Note 2004 As restated(a) As restated $ million Fixed assets Tangible assets 36 88,451 87,088 81,433 Intangible assets 36 4,436 4,448 4,576 Investments: associated companies 34 20,140 19,371 17,945 securities 15 1,627 2,317 1,719 other 1,121 1,086 1,420 Total ﬁxed assets 115,775 114,310 107,093 Other long-term assets Prepaid pension costs 21 8,278 6,516 4,506 Deferred taxation 10 1,995 2,092 * Other 12 4,369 2,741 2,827 Total other long-term assets 14,642 11,349 7,333 Current assets Inventories 13 15,391 12,690 11,338 Accounts receivable 14 37,998 28,969 28,761 Cash and cash equivalents 15 8,459 1,952 1,556 Total current assets 61,848 43,611 41,655 Current liabilities: amounts due within one year Short-term debt 16 (5,822) (11,027) (12,874) Accounts payable and accrued liabilities (40,207) (32,347) (32,189) Taxes payable 10 (9,885) (5,927) (4,985) Dividends payable to Parent Companies (4,750) (5,123) (5,153) Total current liabilities (60,664) (54,424) (55,201) Net current assets/(liabilities) 1,184 (10,813) (13,546) Total assets less current liabilities 131,601 114,846 100,880 Long-term liabilities: amounts due after more than one year Long-term debt 37 (8,600) (9,100) (9,887) Other (8,065) (6,054) (6,174) (16,665) (15,154) (16,061) Provisions Deferred taxation 35 (14,738) (15,185) (12,551)* Pensions and similar obligations 21 (5,044) (4,927) (5,016) Decommissioning and restoration costs 24 (5,709) (3,955) (3,528) (25,491) (24,067) (21,095) Group net assets before minority interests 89,445 75,625 63,724 Minority interests (5,309) (3,415) (3,568) Net assets 84,136 72,210 60,156

(a) See Note 2. * In 2002, deferred taxation assets were not separately identiﬁed and were included in the net deferred taxation balance shown within Provisions.

252 STATEMENTS OF CASH FLOWS

Note 2004 2003 2002 $ million Cash flow provided by operating activities 18,030 11,891 9,536 Net income Adjustments to reconcile net income to cash flow provided by operating activities Depreciation, depletion and amortisation 36 12,929 11,878 8,859 Profit on sale of assets (3,033) (2,141) (367) Movements in: inventories (2,731) (236) (2,079) accounts receivable (8,462) 1,834 (5,830) accounts payable and accrued liabilities 7,708 (212) 6,989 taxes payable 2,999 (218) (735) Associated companies: dividends more/(less) than net income 34 (139) 511 117 Deferred taxation and other provisions (630) (366) 423 Long-term liabilities and other (1,798) (1,588) (805) Income applicable to minority interests 714 366 175 Cash flow provided by operating activities 25,587 21,719 16,283 Cash flow used in investing activities Capital expenditure (including capitalised leases) 36 (12,734) (12,252) (12,102) Acquisitions (Enterprise Oil, Pennzoil-Quaker State and additional shares in Equilon) (8,925) Proceeds from sale of assets 5,078 2,286 1,099 New investments in associated companies 7 (1,058) (983) (1,289) Disposals of investments in associated companies 1,328 708 501 Proceeds from sale and other movements in investments 1,743 1,989 83 Cash flow used in investing activities (5,643) (8,252) (20,633) Cash flow used in financing activities Long-term debt (including short-term part): new borrowings 544 572 5,267 repayments (1,688) (2,740) (5,610) (1,144) (2,168) (343) New increase/(decrease) in short-term debt (3,701) (2,507) 7,058 Change in minority interests 807 (1,363) 421 Dividends paid in: Parent Companies (8,490) (6,248) (6,961) minority interests (264) (300) (228) Cash flow used in financing activities (12,792) (12,586) (53) Parent Companies’ shares: net sales/(purchases) and dividends received (758) (633) (864) Currency translation differences relating to cash and cash equivalents 113 148 153 Increase/(decrease) in cash and cash equivalents 6,507 396 (5,114) Cash and cash equivalents at January 1 1,952 1,556 6,670 Cash and cash equivalents at December 31 8,459 1,952 1,556

253 NOTES TO THE NETHERLANDS GAAP FINANCIAL INFORMATION

31 Basis of Presentation of Group Financial Information under Netherlands GAAP This Financial Information has been prepared in conformity with generally accepted accounting principles in the Netherlands (Netherlands GAAP). These accounting principles are consistent with the accounting principles applied in the preparation of the Group’s Financial Information prepared in conformity with generally accepted accounting principles in the United States (US GAAP), as set out in the Group accounting policies, except as set forth below. The Notes to the Financial Information prepared in conformity with US GAAP are an integral part of this Financial Information prepared under Netherlands GAAP. The differences between Netherlands GAAP, as applied to the preparation of this Financial Information (and after giving effect to the restatement described in Note 32) and US GAAP, as applied to the Group’s Financial Information prepared in conformity with US GAAP, are as follows: (i) goodwill: Under US GAAP, goodwill is not amortised but is tested for impairment annually or when certain events occur that indicate potential impairment. Under Netherlands GAAP, goodwill is amortised on a straight-line basis over its estimated useful economic life, which is assumed not to exceed 20 years unless there are grounds to rebut this assumption; (ii) recoverability of assets (a) impairments: Under US GAAP, only if an asset’s estimated undiscounted future cash flows are below its carrying amount is a determination required of the amount of any impairment based on discounted cash flows. There is no undiscounted test under Netherlands GAAP; (b) reversals of impairments: Under US GAAP impairments are not reversed. Under Netherlands GAAP, a favourable change in the circumstances which resulted in an impairment would trigger the requirement for a redetermination of the amount of the impairment and any reversal is recognised in income; (iii) asset retirement obligations: Under US GAAP, a change in accounting for asset retirement obligations in 2003, as described in Note 3, has been accounted for prospectively, with the cumulative effect of the change at the beginning of 2003 of $255 million being reflected in 2003 net income. This change in accounting was also made under Netherlands GAAP. However, the cumulative effect of the change under Netherlands GAAP has been reported as an adjustment to the opening balance of net assets and, due to the absence of comparative data, net income for prior years has not been restated. Reconciliations of Group net assets and net income presented in the Group Financial Information prepared in conformity with US GAAP, to Group net assets and net income in this Group Financial Information which has been prepared in conformity with Netherlands GAAP, are presented in Note 33. Additionally, the division of Group net assets and movements therein, including movements resulting from Group net income and distributions to Parent Companies, determined in conformity with Netherlands GAAP, are presented in Note 38.

32 Restatement of previously issued ﬁnancial statements Errors in the depreciation, depletion and amortisation charge presented in previous Financial Statements, arising as a result of overstatement of proved reserves as corrected by the Second Reserves Restatement, have been adjusted in the Netherlands GAAP ﬁnancial statements through a restatement of the comparative results for the years ended December 31, 2003 and 2002. Quantitative information concerning the effect of these adjustments is set forth in the tables below and additional information on the Reserves Restatement is contained in Note 2.

254 Statements of Income

$ million 2003 2002 Reclassification Reclassification Second for Second for As originally Reserves As discontinued As As previously Reserves As discontinued As reported(a) Restatement restated operations(b) restated restated(a) Restatement restated operations(b) restated Net proceeds 201,728 — 201,728 (3,366) 198,362 166,601 — 166,601 (3,148) 163,453 Cost of sales (167,667) (289) (167,956) 2,642 (165,314) (138,117) (118) (138,235) 2,457 (135,778) Exploration (1,476) — 1,476 (1) 1,475 1,073 — 1,073 (21) 1,052 Other operating expenses (14,428) — (14,428) 565 (13,863) (12,027) — (12,027) 351 (11,676) Share of operating profit of associated companies 3,484 (19) 3,465 (19) 3,446 2,822 (6) 2,816 (24) 2,792

Operating proﬁt 21,641 (308) 21,333 (177) 21,156 18,206 (124) 18,082 (343) 17,739 Net interest income/(expense) and currency exchange gains/(losses) 370 — (370) (42) (412) 629 — 629 (61) 568

Income before taxation 22,011 (308) 21,703 (135) 21,568 17,577 (124) 17,453 (282) 17,171 Taxation (9,572) 126 (9,446) 97 (9,349) (7,796) 54 (7,742) 95 (7,647) Minority interests (365) (1) (366) 13 (353) (179) 4 (175) — (175)

Income from continuing operations 12,074 (183) 11,891 (25) 11,866 9,602 (66) 9,536 (187) 9,349 Income from discontinued operations, net of tax — — — 25 25 — — — 187 187

Net income 12,074 (183) 11,891 — 11,891 9,602 (66) 9,536 — 9,536

Statements of Assets and Liabilities $ million December 31, 2003 Second Reclassiﬁcation As originally Reserves As for deferred As reported(a) Restatement restated tax(b) restated Fixed assets Tangible 87,701 (613) 87,088 — 87,088 Intangible 4,448 — 4,448 — 4,448 Investments 22,787 (13) 22,774 — 22,774 Other long-term assets 9,257 — 9,257 2,092 11,349 Current assets 43,611 — 43,611 — 43,611 Current liabilities (54,424) — (54,424) — (54,424) Long-term liabilities (15,154) — (15,154) — (15,154) Provisions Deferred taxation (13,355) 262 (13,093) (2,092) (15,185) Pensions and decommissioning (8,882) — (8,882) — (8,882) Minority interests (3,428) 13 (3,415) — (3,415) Net assets 72,561 (351) 72,210 — 72,210

(a) As reported in the 2003 Annual Report and Accounts and the 2003 Annual Report on Form 20-F, as ﬁled with the SEC on June 30, 2004. (b) Deferred tax assets and liabilities are presented at December 31, 2004 separately in the Statements of Assets and Liabilities, with reclassiﬁcation of the prior year.

Parent Companies’ interest in Group net assets $ million 2003 2002 At December 31 as originally reported (2003)/previously restated (2002)(a) 72,561 60,324 Effect of the Second Reserves Restatement: Interest at the beginning of the year (168) (102)(b) Net income for the year (183) (66) At December 31 as restated 72,210 60,156

(a) As reported in the 2003 Annual Report and Accounts and the 2003 Annual Report on Form 20-F, as ﬁled with the SEC on June 30, 2004. (b) Cumulative effect as at January 1, 2002.

255 Amounts relating to prior periods have been restated in the following notes where applicable.

33 Reconciliation between US GAAP and Netherlands GAAP Please refer to the Notes to the Financial Information prepared in accordance with US GAAP. The following table provides a reconciliation between US GAAP and Netherlands GAAP for Group net income and net assets.

$ million Net income Net assets Dec 31, 2003 2002 Dec 31, 2003 2004 As restated As restated 2004 As restated In accordance with US GAAP 18,183 12,313 9,656 84,576 72,497 Adjustments for Netherlands GAAP: Goodwill amortisation (167) (167) (120) (454) (287) Cumulative effect of change in accounting for asset retirement obligations — (255) — — — Recoverability of assets: Impairments (455) — — (455) — Reversals of impairments 469 — — 469 — In accordance with Netherlands GAAP 18,030 11,891 9,536 84,136 72,210

The above table should be used to understand the differences in the movements in the Group’s net assets found in Note 30 and 38 as the tables are prepared based on US GAAP and Netherlands GAAP respectively. Net income by segment in accordance with Netherlands GAAP is as follows: $ million Net income 2003 2002 2004 As restated As restated Exploration & Production 9,784 8,668 6,726 Gas & Power 1,739 2,279 764 Oil Products 7,380 2,703 2,517 Chemicals 881 (209) 565 Corporate and Other (1,040) (1,184) (861) Minority interests (714) (366) (175) 18,030 11,891 9,536

Where applicable, differences between Netherlands GAAP and US GAAP affecting these Notes are disclosed below.

34 Associated companies There is an increase in the Group share of operating proﬁt of associated companies for 2004 and in the Group’s investment in associated companies at December 31, 2004 of $397 million, compared with Note 7 prepared under US GAAP, relating to the reversal of an impairment in the Exploration & Production segment as a result of an increase in the longer-term expectation for oil prices.

35 Taxation There is a decrease in the taxation charge for 2004 and in the provision for deferred taxation at December 31, 2004 of $106 million, compared with Note 10 prepared under US GAAP, relating to impairments partly offset by impairment reversals.

256 36 Tangible and intangible ﬁxed assets $ million 2004 2003 Total Other Total Total Group Tangible Goodwill intangibles intangibles Group As restated

Cost At January 1 181,685 4,011 2,998 7,009 188,694 167,027 Capital expenditure 12,440 3 291 294 12,734 12,252 Sales, retirements and other movements (9,345) (44) 102 58 (9,287) (4,840) Currency translation differences 8,382 62 81 143 8,525 14,255 At December 31 193,162 4,032 3,472 7,504 200,666 188,694 Depreciation At January 1 94,597 1,623 938 2,561 97,158 81,018 Depreciation, depletion and amortisation charge 12,434 167 328 495 12,929 11,878 Sales, retirements and other movements (7,310) (37) (38) (75) (7,385) (3,711) Currency translation differences 4,990 42 45 87 5,077 7,973 At December 31 104,711 1,795 1,273 3,068 107,779 97,158 Net 2004 88,451 2,237 2,199 4,436 92,887

Net 2003 (as restated) 87,088 2,388 2,060 4,448 91,536

There is an increase in depreciation, depletion and amortisation for tangible ﬁxed assets recorded in cost of sales in 2004 of $489 million, with a corresponding reduction in the net book amount at December 31, 2004, compared with Note 11 prepared under US GAAP. This relates to additional impairments mainly in Gas & Power ($625 million), as a result of economic conditions in the power generation market (where an impairment was required under Netherlands GAAP but not under US GAAP because estimated undiscounted cash ﬂows exceeded carrying amount), partly offset by an impairment reversal in Exploration & Production of $211 million, as a result of an increase in the longer-term expectation for oil prices.

There is an increase in depreciation, depletion and amortisation for intangible ﬁxed assets recorded in cost of sales in 2004 of $167 million (2003: $167 million), with a cumulative impact of $454 million at December 31, 2004 (2003: $287 million), compared with Note 11 prepared under US GAAP. This relates to the amortisation of goodwill under Netherlands GAAP. Goodwill arising on the acquisition of Pennzoil-Quaker State in 2002 is amortised over forty years. Continued brand maintenance in addition to the established long-term leadership of these brands in automotive lubricants and vehicle care markets support this amortisation period.

37 Debt There is no difference in total long-term debt compared with Note 16, prepared under US GAAP, however certain long-term commitments are reported as capitalised leases under Netherlands GAAP rather than as amounts due to banks and other credit institutions as under US GAAP.

(a) Long-term debt $ million 2004 2003 Debentures and other loans 4,204 4,868 Amounts due to banks and other credit institutions 980 1,061 5,184 5,929 Capitalised lease obligations 3,416 3,171 Long-term debt 8,600 9,100 add long-term debt due within one year 1,291 1,874 Long-term debt including long-term debt due within one year 9,891 10,974

257 (b) Capitalised lease obligations The future minimum lease payments under capital leases and the present value of net minimum capital lease payments at December 31, 2004 are as follows: Capital leases $ million 2005 450 2006 423 2007 423 2008 420 2009 418 2010 and after 5,677 Total minimum payments 7,811 less executory costs and interest (4,280) Present value of net minimum capital lease payments 3,531

38 Division of Group net assets between the Parent Companies and movements therein Arrangements between Royal Dutch and Shell Transport provide, inter alia, that notwithstanding variations in shareholdings, Royal Dutch and Shell Transport shall share in the aggregate net assets and in the aggregate dividends and interest received from Group companies in the proportion of 60:40. It is further arranged that the burden of all taxes in the nature of, or corresponding to, an income tax leviable in respect of such dividends and interest shall fall in the same proportion.

258 Division of Group net assets and movements therein, including Group net income $ million Royal Shell Dutch Transport Total (60%) (40%) As restated As restated As restated At January 1, 2002 56,142 33,685 22,457 Movements during the year 2002: Group net income 9,536 5,722 3,814 less: distributions to Parent Companies (5,435) (3,261) (2,174) Undistributed net income 4,101 2,461 1,640 Movement in Parent Companies’ shares held by Group companies, net of dividends received (844) (507) (337) Other comprehensive income (see Note 6) 757 455 302 At December 31, 2002 60,156 36,094 24,062 Cumulative effect of a change in accounting policy 255 153 102 At January 1, 2003 60,411 36,247 24,164 Movements during the year 2003: Group net income 11,891 7,134 4,757 less: distributions to Parent Companies (5,660) (3,396) (2,264) Undistributed net income 6,231 3,738 2,493 Loss on sale of Parent Companies’ shares (1) (1) — Movement in Parent Companies’ shares held by Group companies, net of dividends received (631) (378) (253) Other comprehensive income (see Note 6) 6,200 3,720 2,480 At December 31, 2003 72,210 43,326 28,884 Movements during the year 2004: Group net income 18,030 10,818 7,212 less: distributions to Parent Companies (7,989) (4,793) (3,196) Undistributed net income 10,041 6,025 4,016 Movement in Parent Companies’ shares held by Group companies, net of dividends received (759) (455) (304) Other comprehensive income (see Note 6) 2,644 1,586 1,058 At December 31, 2004 84,136 50,482 33,654

The above table is based on the Group’s Netherlands GAAP results. See Note 33 for the impact of differences between US GAAP and Netherlands GAAP on the Group’s net income and net assets. Note 30 shows the division of Group net assets and movements therein under US GAAP.

Parent Companies’ interest in Group net assets $ million 2003 2002 2004 As restated As restated Invested by Parent Companies 741 741 741 Retained earnings of Group companies 84,660 74,619 68,134 Parent Companies’ shares held, net of dividends received (Note 23) (4,187) (3,428) (2,797) Cumulative currency translation differences 4,356 1,208 (3,894) Unrealised gains/(losses) on: securities (Note 15) 350 700 11 cash ﬂow hedges (157) (188) (239) Minimum pension liability adjustments (1,627) (1,442) (1,800) Balance at December 31 84,136 72,210 60,156

The reduction in retained earnings of Group companies at December 31, 2004 of $440 million (2003: $287 million) compared with Note 5 prepared in accordance with US GAAP, relates to impairments, reversals of impairments and the amortisation of goodwill under Netherlands GAAP (see Note 33).

259 Reconciliation of Division of Group net assets and movements therein, including Group net income, to previously issued Financial Statements

$ million Total Royal Dutch (60%) Shell Transport (40%) Second Second Second As previously Reserves As previously Reserves As previously Reserves restated(a) Restatement As restated restated(a) Restatement As restated restated(a) Restatement As restated At January 1, 2002 56,244 (102) 56,142 33,746 (61) 33,685 22,498 (41) 22,457 Movements during the year 2002: Group net income 9,602 (66) 9,536 5,761 (39) 5,722 3,841 (27) 3,814 less: distributions to Parent Companies (5,435) — (5,435) (3,261) — (3,261) (2,174) — (2,174)

Undistributed net income 4,167 (66) 4,101 2,500 (39) 2,461 1,667 (27) 1,640 Movement in Parent Companies’ shares held by Group companies, net of dividends received (844) — (844) (507) — (507) (337) — (337) Other comprehensive income (see Note 6) 757 — 757 455 — 455 302 — 302

At December 31, 2002 60,324 (168) 60,156 36,194 (100) 36,094 24,130 (68) 24,062 Cumulative effect of a change in accounting policy 255 — 255 153 — 153 102 — 102

60,579 (168) 60,411 36,347 (100) 36,247 24,232 (68) 24,164

Movements during the year 2003: Group net income 12,074 (183) 11,891 7,244 (110) 7,134 4,830 (73) 4,757 less: distributions to Parent Companies (5,660) — (5,660) (3,396) — (3,396) (2,264) — (2,264)

Undistributed net income 6,414 (183) 6,231 3,848 (110) 3,738 2,566 (73) 2,493 Loss on sale of Parent Companies’ shares (1) — (1) (1) — (1) — — — Movement in Parent Companies’ shares held by Group companies, net of dividends received (631) — (631) (378) — (378) (253) — (253) Other comprehensive income (see Note 6) 6,200 — 6,200 3,721 (1) 3,720 2,479 1 2,480

At December 31, 2003 72,561 (351) 72,210 43,537 (211) 43,326 29,024 (140) 28,884

(a) 2003 data is as originally reported.

260 PART XIV

FINANCIAL INFORMATION RELATING TO ROYAL DUTCH A1/20.1 2002, 2003 and 2004 audited financial information prepared in accordance with Netherlands 3.03(a) A1/20.5.1 GAAP with US GAAP reconciliation 3.03(c) 6.E.9 Basis of financial information 6.E.10 The financial information contained in this Part XIV does not constitute statutory accounts within Title 9, Book 2 of the Civil Code. The financial information contained in this Part XIV for each of the three years ended 31 December 2002, 2003 and 2004, prepared in accordance with Netherlands GAAP with a reconciliation to US GAAP, has been extracted, without material adjustment, from the financial 6.A.5 statements of Royal Dutch included in the annual report on Form 20-F of Royal Dutch and Shell A1/20.4.1 Transport for the year ended 31 December 2004 filed with the SEC except for the balance sheet as at 31 December 2002, which has been extracted, without material adjustment, from the financial statements of Royal Dutch included in the annual report on Form 20-F of Royal Dutch and Shell 3.03(e) Transport for the year ended 31 December 2003 filed with the SEC on 7 March 2005. The financial statements of Royal Dutch included in the annual reports on Form 20-F of Royal Dutch and Shell Transport for the years ended 31 December 2003 and 31 December 2004 together with the audit reports thereon are incorporated by reference into this document. KPMG Accountants N.V. of Churchillplein 6, 2517 JW, The Hague, The Netherlands has issued unqualified audit opinions on the financial statements of Royal Dutch included in the annual report on Form 20-F of Royal Dutch and Shell Transport for each of the three years ended 31 December 2002, 2003 and 2004. In this Part XIV, ‘‘Parent Companies’’ means Royal Dutch and/or Shell Transport.

Profit and Loss Accounts 3 million 2003 2002 Note 2004 As restated As restated Share in the net income of companies of the Royal Dutch/Shell Group from continuing operations 7,958 6,398 5,957 Share in the net income of companies of the Royal Dutch/Shell Group from discontinued operations 2 754 13 119 Share in the net income of companies of the Royal Dutch/Shell Group 4 8,712 6,411 6,076 less Administrative expenses (8) (8) (5) 8,704 6,403 6,071 Interest income 10 18 28 Profit before taxation 8,714 6,421 6,099 less Taxation 5 (1) (3) (8) Profit after taxation 8,713 6,418 6,091

Statements of Appropriation of Profit 3 million 2003 2002 Note 2004 As restated As restated Profit after taxation 8,713 6,418 6,091 Taken from/(to) Statutory investment reserve 6 (4,870) (3,543) (2,759) Undistributed profit at beginning of year 2,909 3,650 4,712 Final dividend distributed (2,125) (2,084) (2,042) (Repurchase)/cancellation of share capital (375) 9 (847) Unclaimed dividends forfeited 1 1 1 Available for distribution 4,253 4,451 5,156 less Interim dividend(a) (1,562) (1,542) (1,506) Undistributed profit at end of year(b) 2,691 2,909 3,650

261 Earnings per share 3 million 2003 2002 6.E.4(a) Note 2004 As restated As restated Basic earnings per ordinary share from continuing operations 3.94 3.14 2.90 Basic earnings per ordinary share from discontinued operations 0.37 0.01 0.06 Basic earnings per ordinary share 13 4.31 3.15 2.96 Diluted earnings per ordinary share from continuing operations 3.93 3.14 2.90 Diluted earnings per ordinary share from discontinued operations 0.37 0.01 0.06 Diluted earnings per ordinary share 13 4.30 3.15 2.96

(a) Including 4% cumulative preference dividend for 2004 amounting to 326,880 on priority shares (2003: 326,880; 2002: 326,880). (b) Before second interim dividend of 32,165 million (second interim dividend 2003: 32,125; ﬁnal dividend 2002: 32,084 million).

262 Balance Sheets (before appropriation of proﬁt)

3 million Dec 31, Dec 31 Dec 31 2004 2003 2002 Note As restated As restated Fixed assets Financial ﬁxed assets Investments in companies of the Royal Dutch/Shell Group 6 37,018 34,349 34,490 Investment in associated company 7 179 — — Current assets Receivables Dividends receivable from companies of the Royal Dutch/Shell Group 2,130 2,449 2,982 Other receivables from companies of the Royal Dutch/Shell Group 44 363 582 Other receivables 8 35 36 36 Cash and cash equivalents 252 8 7 2,461 2,856 3,607 Current liabilities Other liabilities 9 (13) (10) (11) Current assets less current liabilities 2,448 2,846 3,596 Total assets less current liabilities 39,645 37,195 38,086

Shareholders’ equity Paid-up capital 10 Ordinary shares 1,165 1,166 1,175 Priority shares 111 1,166 1,167 1,176 Share premium reserve 1 1 1 Investment reserves 6 Statutory 25,185 22,707 23,052 Currency translation differences 1,848 486 (2,370) Other 8,739 9,910 12,562 35,772 33,103 33,244 Other statutory reserves 11 15 15 15 Undistributed proﬁt 2,691 2,909 3,650 39,645 37,195 38,086

Statements of Cash Flows 3 million 2004 2003 2002 Returns on investments and servicing of finance Dividends received from Group companies 4,162 3,401 4,446 Interest received 10 18 32 Other 315 212 (587) Net cash inflow/(outflow) from returns on investments and servicing of finance 4,487 3,631 3,891 Taxation Tax (paid)/recovered (1) (4) (8) Financing Repurchase of share capital, including expenses (376) — (889) Investment in associated company (179) — — Dividends paid (3,687) (3,626) (3,536) Increase/(decrease) in cash and cash equivalents 244 1 (542) Cash at January 1 8 7 549 Cash at December 31 252 8 7

263 NOTES TO THE FINANCIAL INFORMATION

1 The Company Royal Dutch, one of the Parent Companies of the Royal Dutch/Shell Group of Companies (the Group), is a holding company which, in conjunction with Shell Transport, owns, directly or indirectly, investments in the numerous companies known collectively as the Royal Dutch/Shell Group of Companies. The Netherlands GAAP Financial Information of the Royal Dutch/Shell Group of Companies and the Notes thereto form part of the Notes to this Financial Information. Arrangements between Royal Dutch and Shell Transport provide, inter alia, that notwithstanding variations in shareholdings, Royal Dutch and Shell Transport shall share in the aggregate net assets and in the aggregate dividends and interest received from Group companies in the proportion of 60:40, respectively. It is further arranged that the burden of all taxes in the nature of, or corresponding to, an income tax leviable in respect of such dividends and interest shall fall in the same proportion.

Uniﬁcation Proposal On October 28, 2004, the Royal Dutch and Shell Transport Boards announced that they had unanimously agreed to propose to their shareholders a transaction (the ‘‘Transaction’’) through which each Parent Company will become a subsidiary of Royal Dutch Shell plc, which will become a publicly-listed company incorporated in England and Wales and headquartered and tax resident in The Netherlands (‘‘Royal Dutch Shell’’). Reﬂecting the existing 60:40 ownership by Royal Dutch and Shell Transport of the Group, it is proposed that Royal Dutch shareholders will be offered 60% of the ordinary share capital in Royal Dutch Shell and Shell Transport shareholders will receive 40% of the ordinary share capital in Royal Dutch Shell. To implement the proposal, it is intended that (i) Royal Dutch Shell will make an offer to acquire all of the issued and outstanding ordinary shares of Royal Dutch in exchange for Royal Dutch Shell Class A ordinary shares or American depositary shares (‘‘ADSs’’) representing Royal Dutch Shell Class A ordinary shares and (ii) Royal Dutch Shell will become the parent company of Shell Transport pursuant to a United Kingdom reorganisational procedure referred to as a ‘‘scheme of arrangement’’ under section 425 of the UK Companies Act 1985, as amended. As a result of the scheme of arrangement, holders of Shell Transport Ordinary shares (and holders of Shell Transport bearer warrants) will receive Royal Dutch Shell Class B ordinary shares and holders of Shell Transport ADSs will receive ADSs representing Royal Dutch Shell Class B ordinary shares. The Class A ordinary shares and Class B ordinary shares will have identical voting rights and will vote together as a single class on all matters, including the election of directors, unless a matter affects the rights of one class as a separate class. Class A ordinary shares and Class B ordinary shares will have identical rights upon a liquidation of Royal Dutch Shell, and dividends declared on each will be equivalent in amount. However, for tax purposes, holders of Class A ordinary shares will receive Dutch source dividends, while holders of Class B ordinary shares will receive dividends that are UK source to the extent that these dividends are paid through a dividend access mechanism to be established. Implementation of the Transaction will be the subject of appropriate consultation with relevant employee representative bodies as required as well as the satisfaction of certain other conditions. It is currently expected that the Transaction will be completed in July 2005.

2 Accounting principles The Financial Statements of Royal Dutch included in the Annual Report on Form 20-F of Royal Dutch and Shell Transport were recommended by the Group Audit Committee and approved by the Board of Royal Dutch for ﬁling with the Securities and Exchange Commission. The statutory annual accounts of Royal Dutch will be prepared in accordance with Dutch legal requirements, submitted in the Dutch language to shareholders and established by an afﬁrmative vote at the Annual General Meeting. Royal Dutch is scheduled to hold its Annual General Meeting on June 28, 2005.

264 The Financial Information of Royal Dutch is reported in euro, while the Netherlands GAAP Financial Information of the Royal Dutch/Shell Group, included in Part XIII of these Listing Particulars, is reported in US dollars. Notes 4, 6, 13 and 17 to this Financial Information contains currency translations of certain items presented in US dollars in the Netherlands GAAP Financial Information of the Royal Dutch/Shell Group of Companies into euro. References are made to the Netherlands GAAP Financial Information of the Royal Dutch/Shell Group, included in Part XIII of these Listing Particulars, in these Notes to facilitate an understanding of the relationships between the Financial Information of Royal Dutch and the Netherlands GAAP Financial Information of the Royal Dutch/Shell Group of Companies, particularly as they relate to Royal Dutch’s 60% interest in net income and net assets of companies of the Royal Dutch/Shell Group of Companies. The investments in and the share in the net income of companies of the Royal Dutch/Shell Group are accounted for by the equity method (see also Notes 4 and 6). Accounting principles used by the Group are given in Note 31 to Part XIII, of these Listing Particulars. Investments in associated companies are accounted for by the equity method. Current assets and liabilities are stated at their nominal value. Assets and liabilities in foreign currencies are translated into euros at year-end rates of exchange, whereas results for the year are translated at average rates. For the Profit and Loss Account euros are translated from US dollars at the weighted average rate of exchange. Currency translation differences arising from translating the investments in companies of the Royal Dutch/Shell Group are taken to Investment reserves (see Note 6). Administrative expenses, Interest income and Taxation are stated at the amounts attributable to the respective financial years. The Group separately reports income from discontinued operations (see Notes 4 and 32 of Part XIII of these Listing Particulars). As a consequence, the Company also separately reports its share in the net income of discontinued operations of companies of the Royal Dutch/Shell Group and the basic- and diluted earnings per ordinary share from discontinued operations. Amounts reported in previous years have been reclassified. Royal Dutch’s share in the net income of companies of the Royal Dutch/Shell Group from discontinued operations amounted to 013 million in 2003 (2002: 0119 million). These amounts are based on Royal Dutch’ 60% share in the Net Income from discontinued operations of companies of the Royal Dutch/Shell Group of $25 million in 2003 (2002: $187 million) translated into euros at the average rate of exchange for the year of 1$ = 00.90 (2002: 1$ = 01.06). Under a 2002 EU Regulation, publicly-listed companies in the European Union will be required to prepare consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) from 2005. The 2005 Financial Statements of the Group or, subject to completion of the transaction described in Note 1, of its successor, will be prepared under IFRS and will include comparative data for 2004, together with reconciliations to opening balances as at January 1, 2004 and to 2004 data previously published in accordance with accounting principles generally accepted in the United States (US GAAP). With effect from January 1, 2005 Royal Dutch intends to prepare its consolidated Financial Statements under International Financial Reporting Standards.

3 Restatement of previously issued Financial Statements

First Reserves Restatement On January 9, 2004, the Group announced the removal from proved reserves of approximately 3.9 billion barrels of oil equivalent (boe) of oil and natural gas that were originally reported as of December 31, 2002. As a result of further ﬁeld level reviews concluded in April 2004 with the assistance of external petroleum consultants of over 90% of the Group’s proved reserves volumes (collectively, the First Half Review), the Group determined to increase the total volume of reserves to be removed from the proved category to 4.47 billion boe and to restate the unaudited oil and natural gas reserves disclosures contained in the supplementary information

265 accompanying the Financial Statements (the First Reserves Restatement) to give effect to the removal of these volumes as of the earliest date on which they did not represent ‘‘proved reserves’’ within the applicable rules of the SEC (which in many cases is the date on which the volumes were initially booked as proved reserves). 12% of the volumes debooked as of December 31, 2002 as part of the First Reserves Restatement had been in the proved developed reserves category and 88% had been categorised as proved undeveloped reserves. The effects of the First Reserves Restatement were reﬂected in the 2003 Annual Report and Accounts and the 2003 Annual Report on Form 20-F as originally ﬁled with the Securities & Exchange Commission (SEC) on June 30, 2004.

Following the January 9, 2004 announcement of the initial reserves recategorisation, the Group Audit Committee (GAC) appointed Davis Polk & Wardwell to lead an independent review of the facts and circumstances surrounding the recategorisation, and to report its ﬁndings and any proposed remedial actions to the GAC for its consideration. Based largely on the Davis Polk & Wardwell report, the Parent Companies, Royal Dutch and Shell Transport, determined that the principal causes that permitted the initial booking and maintenance of the volumes impacted by the First Reserves Restatement as proved reserves are as follows:

— the Group’s guidelines for booking proved reserves were inadequate in several respects, including (i) containing inconsistencies with the SEC’s rules and published guidance relating to proved reserves and (ii) failing to clearly and sufﬁciently impact these requirements and guidance to users of the guidelines. In addition, users of the guidelines in certain cases misapplied or disregarded SEC rules and published guidance and in some cases only applied changes in the guidelines prospectively rather than retrospectively. There was also insufﬁcient knowledge and training among users of the guidelines of the SEC requirements relating to proved reserves;

— executives and employees encouraged the booking of proved reserves, while discouraging the debooking of previously booked reserves. This fostered an atmosphere that failed to emphasise the paramount importance of the compliance element of proved reserves decisions; and

— there were other material weaknesses in the Group’s controls relating to the booking of proved reserves, including insufficient resources allocated to the Group Reserves Auditor and Group Reserves Co-ordinator functions, a lack of clarity in the allocation of responsibilities between the Group Reserves Auditor and the Group Reserves Co-ordinator and a lack of direct reporting responsibility of the Group Reserves Auditor to the Group internal audit function and of the business Chief Financial Officers to the Group Chief Financial Officer.

Second Reserves Restatement

On February 3, 2005, as a result of reservoir level reviews conducted during July 2004 through December 2004 of substantially all of the Group’s proved reserves volumes reported as at December 31, 2003, (collectively, the Second Half Review), the Group announced that it would remove from proved reserves an additional 1,371 million boe of oil and natural gas that were reported as at December 31, 2003 and further restate the unaudited oil and natural gas reserves disclosures contained in the supplementary information accompanying the Financial Statements of the Group (the Second Reserves Restatement and, together with the First Reserves Restatement, the Reserves Restatements) to give effect to the removal of these volumes as of the earliest date on which they did not represent ‘‘proved reserves’’ within the applicable rules of the SEC (which in many cases is the date on which the volumes were initially booked as proved reserves). 43% of the volumes debooked as of December 31, 2003 as part of the Second Reserves Restatement had been categorised as proved developed reserves and 57% had been categorised as proved undeveloped reserves. The effects of the Second Reserves Restatement are reflected in the information for 2003 and 2002 presented in the Financial Information of the Group, Royal Dutch and Shell Transport. These effects were also reflected in Amendment No.2 to the 2003 Annual Report on Form 20-F, as filed with the SEC on March 7, 2005.

266 Second Financial Restatement In view of the inappropriate overstatement of unaudited proved reserves information resulting in the Second Reserves Restatement, it was determined to restate the Financial Statements of the Group and each of the Parent Companies for the year ended December 31, 2003 and prior periods (the Second Financial Restatement) to reﬂect the impact of the Second Reserves Restatement on those Financial Statements (as announced on February 3, 2005). This overstatement of unaudited proved reserves information had the effect of understating the depreciation, depletion and amortisation charges in the Financial Statements of the Group related to Exploration & Production in each of the years covered by the Second Financial Restatement. As capitalised costs relating to Exploration & Production were amortised across fewer proved reserves (following the Second Reserves Restatement), depreciation, depletion and amortisation associated with annual production volumes increased proportionally. The effect on proﬁt after taxation and the Shareholder’s equity of Royal Dutch, is as follows:

3 million Proﬁt after Shareholders’ taxation equity 2003 2002 Dec 31, 2003 As previously reported 6,520 6,108 37,362 Second Reserves Restatement (100) (42) (166) Currency Translation effect (2) 25 (1) As restated 6,418 6,091 37,195

4 Share in the net income of companies of the Royal Dutch/Shell Group As shown in Note 38 of Part XIII of these Listing Particulars, net income of the Royal Dutch/Shell Group included in the Proﬁt and Loss Account has been calculated as 60% of the net income of the Royal Dutch/Shell Group as presented in the Netherlands GAAP section of Part XIII of these Listing Particulars. The Royal Dutch share in the net income of the Royal Dutch/Shell Group amounts to 08,712 million, the equivalent of $10,818 million (2003: 06,411 million, the equivalent of $7,134 million as restated). Net income has been translated into euros using the weighted average rate of exchange for the year. The dividend for 2004 distributed and yet to be distributed by Group companies to Royal Dutch amounted to 03,842 million, the equivalent of $4,793 million (2003: 02,868 million, the equivalent of $3,396 million).

5 Taxation The effective tax rate in 2004 was 0% (2003: 0%), as against a statutory corporate income tax rate in the Netherlands of 34.5%. This difference is attributable almost entirely to the participation exemption in the Dutch Corporate Income Tax Act, which exemption applies generally to any beneﬁts, including dividends, derived from subsidiaries that have been subject to a tax on income.

6 Investments and reserves The 60% interest of Royal Dutch in Group net assets of 037,018 million (2003: 034,349 million) is equal to the interest attributable to Royal Dutch of $50,482 million (2003: $43,326 million) shown in Note 38 to the Netherlands GAAP section of Part XIII of these Listing Particulars. Royal Dutch’s investments in the companies of the Royal Dutch/Shell Group are stated at an amount equal to its 60% share in Group net assets, translated into euros at the year-end rate of exchange. Movements during the year are translated at different rates of exchange. The resulting difference from movements in the US dollar/euro rate is included in currency translation differences. The difference of 035,772 million between the cost of the investments and the amounts at which the investments are stated in the Balance Sheet has been taken to Investment reserves.

267 The Statutory investment reserve comprises Royal Dutch’s 60% share in the undistributed net income of Group companies which has arisen as from January 1, 1984; Royal Dutch’s share in the undistributed net income of Group companies accumulated until that date is included in Investment reserves — Other. Royal Dutch’s 60% share in the cumulative Group currency translation differences arises as a result of translating the assets and liabilities of non-US dollar companies to US dollars at year- end rates of exchange and is shown under Investment reserves as currency translation differences. Distribution from Group companies and loss on sale of Parent Companies’ shares are translated at a rate of exchange used for distribution of dividends. The net increase/decrease in Parent Companies’ shares held by Group companies results from sales and purchases of these shares minus dividends received on these shares, translated at the average rate of exchange for the year. Other comprehensive income, net of tax, consists of currency translation differences, unrealised gains/losses on securities and on cash ﬂow hedges and minimum pension liability adjustments and is translated at the year-end rate (see Note 38 to the Netherlands GAAP section of Part XIII of these Listing Particulars.

268 Movements in Investments and Investment reserves

3 million $ million Investment reserves 60% interest Currency in Group Exchange Royal Dutch translation net assets(a) rate (3/$) investments Statutory differences Other Total Balance at December 31, 2002 (as restated) 36,094 0.96 34,490 23,052 (2,370) 12,562 33,244 Cumulative effect of change in accounting for asset retirement obligations(b) 153 0.96 146 146 146 Balance at January 1, 2003 36,247 0.96 34,636 23,198 (2,370) 12,562 33,390 Movements during the year 2003 Share in the net income of Group companies 7,134 0.90 6,411 Distribution to Royal Dutch (3,396) 0.84 (2,868) Undistributed net income of Group companies 3,738 0.95 3,543 3,543 3,543 Loss on sale of Parent Companies’ shares (1) 0.95 (1) (1) (1) Net (increase)/decrease in Parent Companies’ shares held by Group companies (378) 0.89 (335) (335) (335) Other comprehensive income, net of tax 3,720 0.79 2,951 499 2,452 2,951 Translation effect arising from movements in US dollar/euro rate (6,445) (4,532) 404 (2,317) (6,445) Balance at December 31, 2003 (as restated) 43,326 0.79 34,349 22,707 486 9,910 33,103 Movements during the year 2004 Share in the net income of Group companies 10,818 0.81 8,712 Distribution to Royal Dutch (4,793) 0.80 (3,842) Undistributed net income of Group companies 6,025 0.81 4,870 4,870 4,870 Net (increase)/decrease in Parent Companies’ shares held by Group companies (455) 0.81 (366) (366) (366) Other comprehensive income, net of tax 1,586 0.73 1,163 (236) 1,399 1,163 Translation effect arising from movements in US dollar/euro rate (2,998) (2,156) (37) (805) (2,998) Balance at December 31, 2004 50,482 0.73 37,018 25,185 1,848 8,739 35,772

(a) See Note 33 to the Netherlands GAAP section of Part XIII of these Listing Particulars for the impact of the differences between US GAAP and Netherlands GAAP on Group net assets and net income. See Note 38 of the Netherlands GAAP section of Part XIII of these Listing Particulars for the determination of Royal Dutch’s 60% interest in Group net assets and movements therein, including movements resulting from Group net income and distributions to the Parent Companies. (b) This relates to a change in Group accounting policies in 2003 for asset retirement obligations which is recorded as an adjustment to the opening balance of net assets in 2003. Prior periods have not been restated due to the absence of comparative data for 2002.

As the amounts dealt with under Investment reserves have been, or will be, substantially reinvested by the companies concerned, it is not meaningful to provide for taxes on possible future distributions out of earnings retained by those companies; no such provision has therefore been made.

The movements during the year in the value of the Group reporting currency (US dollar) against the Royal Dutch reporting currency (euro) lead to currency translation differences.

269 7 Investment in associated company In October 2004, the Company, in conjunction with Shell Transport, invested in Shell RDS Holding B.V. (RDS Holding), a company incorporated in the Netherlands, in order to facilitate the proposed transaction through which each of the Company and Shell Transport will become a subsidiary of Royal Dutch Shell plc, which will become a publicly-listed company incorporated in England and Wales and headquartered and tax resident in the Netherlands. The Company and Shell Transport each own 50% of the ordinary share capital of RDS Holding. The Company has a 60% ﬁnancial interest in RDS Holding, Shell Transport has a 40% ﬁnancial interest in RDS Holding. RDS Holding has an interest of 100% in Royal Dutch Shell plc. The aggregate amount of the paid up capital of RDS Holding at December 31, 2004 is 0299.1 million.

8 Other receivables 3 million Dec 31, Dec 31, 2004 2003 Dividend tax receivable 35 36 Other receivables —— 35 36

9 Other liabilities 3 million Dec 31, Dec 31, 2004 2003 Dividends 68 Accounts payable 62 Corporation tax 1— 13 10

10 Share capital The authorised capital as laid down in the Articles of Association is expressed in euros and amounts to 01,792,000,000. The authorised share capital is divided into 3,198,800,000 ordinary shares with a par value of 00.56 each and 1,500 priority shares with a par value of 0448 each. The movements in issued and paid-up capital during 2003 and 2004 were as follows:

Share capital Number of shares 3 Ordinary shares of N.ﬂ.1.25/10.56 At December 31, 2002 2,099,285,000 1,175,599,600 Cancelled during 2003 (15,785,000) (8,839,600) At December 31, 2003 2,083,500,000 1,166,760,000 Cancelled during 2004 (1,775,000) (994,000) At December 31, 2004 2,081,725,000 1,165,766,000

Priority shares of N.ﬂ.1,000/1448 At December 31, 2002 1,500 672,000 At December 31, 2003 1,500 672,000 At December 31, 2004 1,500 672,000

Total ordinary and priority shares At December 31, 2003 2,083,501,500 1,167,432,000

At December 31, 2004 2,081,726,500 1,166,438,000

270 On June 17, 2004, the board of directors of Royal Dutch announced that it will propose to its annual meeting of shareholders to be held on June 28, 2005 to abolish the priority shares.

11 Other statutory reserves The other statutory reserves resulted from the redenomination in 2002 from guilders into euros of the nominal values of the shares.

12 Royal Dutch shares held by Group companies The movements in 2004 in Royal Dutch shares held by Group companies were as follows:

3 million Royal Dutch 60% interest in the Number of shares Book value book value At December 31, 2003 50,280,082 2,394 1,436 Purchases 12,184,414 501 301 Deliveries and other movements 545,456 (115) (69) At December 31, 2004 61,919,040 2,780 1,668

These movements relate to the granting and exercise of stock options and to other incentive compensation plans as mentioned in Note 23 of Part XIII of these Listing Particulars.

13 Earnings per share The basic earnings per share amounts shown are related to profit after taxation and after deducting the 4% cumulative preference dividend on priority shares. The calculation uses a weighted average number of shares of 2,023,212,126 (2003: 2,036,687,755; 2002: 2,057,657,737 shares). This amount is based on outstanding shares, after deduction of shares held by Group companies in respect of stock options and other incentive compensation plans. For the purpose of the calculation, shares repurchased under the buyback programme are deemed to have been cancelled on purchase date. The diluted earnings per share are based on the same profit figures. For this calculation the weighted number of shares is increased by 2,283,163 for 2004 (2003: 674,210; 2002: 442,580). These numbers relate to share options schemes as mentioned above. Amounts reported in previous years have been reclassified following the separate reporting of income from discontinued operations (see Note 2). The basic earnings per ordinary share from discontinued operations of the Royal Dutch/Shell Group of Companies amounted to 00.01 for 2003 (2002: 00.06). The diluted earnings per ordinary share from discontinued operations of the Royal Dutch/Shell Group of Companies amounted to 00.01 for 2003 (2002: 00.06).

271 Royal Dutch’s 60% interest in line items as derived from the Group Netherlands GAAP Financial Statements 3 million $ million Balance Sheet 2004: Current assets 27,212 37,109 Non current assets 57,381 78,250 Current liabilities (26,691) (36,398) Non current liabilities (18,548) (25,294) Minority interests in Group companies (60% of Group amount translated at year end rate) (2,336) (3,185) Royal Dutch share of Group net assets 37,018 50,482

Other assets and liabilities of Royal Dutch 2,627 Net Assets 39,645

2003 (as restated): Current assets 20,745 26,167 Non current assets 59,773 75,395 Current liabilities (25,888) (32,654) Non current liabilities (18,657) (23,533) Minority interests in Group companies (60% of Group amount translated at year end rate) (1,624) (2,049) Royal Dutch share of Group net assets 34,349 43,326

Other assets and liabilities of Royal Dutch 2,846 Net Assets 37,195

Profit and Loss account 2004: Sales proceeds (Revenue) 163,104 202,513 Operating profit 15,306 19,004 Income from continuing operations 7,958 9,882 Income from discontinued operations 754 936 Net income for the year 8,712 10,818 Distribution for the year 3,842 4,793 2003 (as restated): Sales proceeds (Revenue) 142,345 158,333 Operating profit 11,412 12,694 Income from continuing operations 6,398 7,119 Income from discontinued operations 13 15 Net income for the year 6,411 7,134 Distribution for the year 2,868 3,396 2002 (as restated): Sales proceeds (Revenue) 138,514 130,972 Operating profit 11,256 10,643 Income from continuing operations 5,957 5,610 Income from discontinued operations 119 112 Net income for the year 6,076 5,722 Distribution for the year 3,317 3,261

14 List of companies of the Royal Dutch/Shell Group A list of companies drawn up with due observance of the provisions in Articles 379 and 414, Book 2 of the Netherlands Civil Code, will at the moment that the Annual Accounts of the Company will be ﬁled, be deposited at the ofﬁce of the Commercial Register in The Hague.

15 Remuneration of members of the Supervisory Board and Managing Directors For the amounts borne in 2004 by Royal Dutch and by the Royal Dutch/Shell Group of Companies in respect of remuneration of the Managing Directors, reference is made to the relevant tables set out below. Walter van de Vijver resigned as a Managing Director of Royal Dutch on March 3, 2004. The amount of remuneration he received whilst a Managing Director of the Company in 2004 is stated

272 in the tables set out below. His employment terminated with effect from September 1, 2004. From March 4, 2004 to August 31, 2004 an amount of 0589,939 was borne by the Royal Dutch/Shell Group of Companies in respect of the remuneration he received as an employee of the Group. For the amounts borne in 2004 by Royal Dutch and by companies of the Royal Dutch/Shell Group in respect of remuneration of the members of the Supervisory Board, reference is made to the relevant table set out below. This table also includes amounts borne by companies of the Royal Dutch/Shell Group in respect of remuneration for two members of the Supervisory Board who served simultaneously as directors of these companies. In addition to the pensions from a pension fund, ten former Managing Directors receive retirement beneﬁts for duties performed by them simultaneously in the past as directors of Group companies, as referred to in the previous paragraph. These retirement beneﬁts have not been insured but provisions have been made in respect thereof in accordance with applicable accounting principles. The breakdown of these charges per former Managing Director is as follows:

3 2004 2003 Drs M.A. van den Bergh 67,071 145,893 A.P. Benard´ 28,443 42,165 Ir. J.H. Choufoer 32,956 55,381 Ir. J.M.H. van Engelshoven 43,903 80,712 R.M. Hart 49,146 80,399 Drs C.A.J. Herkstroter¨ 48,833 101,043 Ir. H. de Ruiter 63,835 124,019 Ir. K. Swart 13,741 19,664 Ir. L.C. van Wachem 61,751 115,672 Ir. E.G.G. Werner 22,545 32,621 Total(a) 432,224 797,569

(a) These amounts differ from actual relevant pensions paid.

Emoluments of Managing Directors of Royal Dutch in ofﬁce during 2004

3 Payment Annual following Other Salaries bonus(a) severance beneﬁts(b) Total Jeroen van der Veer 2004 1,281,774(c) 1,350,000 — 18,043 2,649,817 2003 1,120,000 0 — 11,502 1,131,502 2002 1,013,729 1,230,500(d) — 4,768 2,248,997 Malcolm Brinded 2004(e) 148,080 160,593(f) — 6,156 314,829 2003 800,000 0 — 23,707 823,707 2002(e) 372,500 428,375(d) — 2,210(g) 803,085 Linda Cook 2004(h) 338,892 442,000 — 189,623 970,515 Rob Routs 2004 884,516 810,000 — 139,850 1,834,366 2003(i) 405,000 0 — 55,612 460,612 Walter van de Vijver 2004(j) 186,774 0 1,900,000 7,074 2,093,848 2003 842,500 0 — 26,060 868,560 2002 735,095 902,750 — 18,091(k) 1,655,936

(a) The annual bonus is included in the related performance year and not in the following year in which it is paid. (b) Includes social security premiums paid by the employer, employer’s contribution to the health insurance plan, where applicable school fees and other beneﬁts stated at a value employed by the Fiscal Authorities in the Netherlands.

273 (c) Jeroen van der Veer’s salary increase with effect from November 1, 2004 did not come into payment until 2005 and will therefore be reported in the 2005 Annual Report and Accounts. (d) Of which one-third was deferred under the Deferred Bonus Plan. (e) Malcolm Brinded was appointed as a Managing Director of Royal Dutch with effect from July 1, 2002 until March 3, 2004, therefore, where appropriate, the 2002 and 2004 emoluments are prorated. (f) Malcolm Brinded’s 2004 annual bonus amounted to £634,500 for the full year. His annual bonus from March 4, 2004 to December 31, 2004 has been listed in Note 13 of Part XV of these Listing Particulars. Sterling converted to euro at the quarterly average rate of exchange. (g) Exclusive of deferred payment in shares amounting to £386,000 granted in 1999. (h) Linda Cook was appointed as a Managing Director of Royal Dutch with effect from August 1, 2004, therefore, where appropriate, the 2004 emoluments are prorated. US dollar converted to Euro at the monthly average rate of exchange. (i) Rob Routs was appointed as a Managing Director of Royal Dutch with effect from July 1, 2003, therefore, where appropriate, the 2003 emoluments are prorated. (j) Walter van de Vijver resigned as a Managing Director of Royal Dutch on March 3, 2004, therefore, where appropriate, the 2004 emoluments are prorated. (k) Exclusive of deferred payment in shares amounting to 3688,839 granted in 1999.

Deferred Bonus Plan Total number Average of deferred Number of deferred Deferred Market price market price of bonus and bonus and bonus shares of deferred dividend shares dividend shares dividend shares awarded bonus shares Dividend paid during under award under award as at during the at award(b) shares accrued the year(d) as at December 31, January 1, 2004 year(a) 3 during the year(c) 3 2004 Jeroen van der Veer 2003 award 11,695 — 36.66 503 41.71 12,198 2002 award 3,710 — 60.09 159 41.71 3,869

Awards made in 2002 and 2003 refer to the portion of the 2001 and 2002 annual bonus which was deferred in 2002 and 2003 and their related accrued dividends. In 2004 there was no opportunity for Managing Directors of Royal Dutch to defer any of their 2003 bonuses into the Deferred Bonus Plan, as no 2003 bonuses were awarded. Due to his appointment as executive director of Shell Transport in 2004 Malcolm Brinded’s Deferred Bonus Plan interests have been reported in Note 13 of Part XV of these Listing Particulars. (a) Representing the proportion of the annual bonus that has been deferred and converted into notional share entitlements (deferred bonus shares), in which there is no in beneficial ownership. The value of these deferred bonus shares is also included in the annual bonus figures in the Emoluments of the Managing Directors of Royal Dutch table above. (b) The market price is based on the average share price over a period of five trading days prior to and including the day on which the share awards are made. (c) Representing dividends paid during the year on the number of shares equal to the deferred bonus shares awarded. (d) The market price shown is the average at the date of the 2003 final and 2004 interim annual dividends paid during the year: 341.08 and 342.34, respectively.

274 Stock Options

Number of options Expected Realised Exercised value of Realisable gains on (cancelled/ the 2004 gains as at stock Granted lapsed) At Exercise stock options Dec 31, options At Jan 1, during during the Dec 31, price(a) Exercisable Expiry grant(b) 2004(c) exercised Royal Dutch 2004 the year year 2004 3 from date date 333 Jeroen van der Veer 40,850 — — 40,850 41.16 22.12.01 21.12.08 — 48,612 — 33,750 — — 33,750 59.54 23.03.03 22.03.10 — 0 — 80,000 — (40,000) 40,000 62.60 26.03.04 25.03.11 — 0 — 105,000 — — 105,000 62.10 21.03.05 20.03.12 — — — 150,000 — — 150,000 36.81 19.03.06 18.03.13 — — — — 150,000 — 150,000 41.29 07.05.07 06.05.14 1,362,570 — — Linda Cook — 106,300(d) — 106,300 42.67 05.11.07 04.11.14 997,881 — — Rob Routs 20,000 — — 20,000 41.16 22.12.01 21.12.08 — 23,800 — 18,000 — — 18,000 59.54 23.03.03 22.03.10 — 0 — 50,000 — — 50,000 62.10 21.03.05 20.03.12 — — — 49,400 — — 49,400 36.81 19.03.06 18.03.13 — — — 50,066 — — 50,066 40.95 19.08.06 18.08.13 — — — — 115,000 — 115,000 41.29 07.05.07 06.05.14 1,044,637 — — Walter van de Vijver(e) 10,000 — — 10,000 48.92 11.12.00 10.12.07 — 0 — 20,000 — — 20,000 41.16 22.12.01 21.12.08 — 23,800 — 24,000 — — 24,000 59.54 23.03.03 31.08.09 — 0 — 7,500 — — 7,500 68.73 23.08.03 31.08.09 — 0 — 40,000 — (20,000) 20,000 62.60 26.03.04 31.08.09 — 0 — 75,000 — — 75,000 62.10 21.03.05 31.08.09 — — — 115,000 — — 115,000 36.81 19.03.06 31.08.09 — — — Maarten van den Bergh(f) 37,950 — — 37,950 41.16 22.12.01 29.06.05 — 45,161 — Royal Dutch(g) $ 3 Linda Cook(h) 13,087(i) — — 13,087 54.31 05.03.99 05.03.08 — 29,462(j) — 23,000(i) — — 23,000 43.50 04.03.00 04.03.09 — 234,099(j) — 45,000 — — 45,000 52.08 01.03.01 01.03.10 — 174,892(j) — 2,175 — — 2,175 56.33 21.04.01 21.04.10 — 1,675(j) — 70,000 — (26,250) 43,750 60.75 08.03.02 07.03.11 — 0 — 70,000 — — 70,000 54.35 21.03.03 20.03.12 — 155,533(j) — 70,500 — — 70,500 40.64 19.03.04 18.03.13 — 865,419(j) — Shell Canada Limited CAD 3 Linda Cook(d) 120,000 — (120,000) 0 62.55 28.01.04 26.07.04 — — 23,710(k) Rob Routs(l) 7,500 — (7,500) 0 17.83 29.01.97 28.01.07 — — 230,659(m) 24,000 — (24,000) 0 23.50 27.01.98 26.01.08 — — 646,619(n) Due to his appointment as a Managing Director of Shell Transport in 2004 Malcolm Brinded’s stock options interests have been reported in Note 13 of Part XV of these Listing Particulars. (a) The exercise price is the average of the opening and closing share prices over a period of five trading days prior to and including the day on which the options are granted (no discount). (b) The expected values of the 2004 stock options grants have been calculated on the basis of the Black-Scholes model valuations provided by Towers Perrin and Kepler Associates. The values are unaudited. The expected value is equal to 22% of the face value of the grant. (c) Represents the value of unexercised stock options at the end of the financial year, which is calculated by taking the difference between the exercise price of the option and the fair market value of Royal Dutch shares at December 31, 2004, and multiplied by the number of shares under option at December 31, 2004. The actual gain, if any, a Managing Director will realise, will depend on the market price of the Royal Dutch shares at the time of exercise. (d) As CEO of Shell Canada Limited (SCL) Linda Cook was awarded 120,000 options in January 2004. Half of these options were subject to performance conditions. Upon her appointment as a Managing Director of Royal Dutch, Linda Cook was prohibited from exercising any SCL options. All the SCL options were therefore cancelled on Monday July 26, 2004. Linda Cook was paid a cash equivalent to the paper value of 10,000 of the non- performance related shares, on the basis that Linda Cook had qualified for 1/6th of these options on a time prorated basis. She also received a replacement grant of 106,300 options over Royal Dutch shares in respect of the potential value of the options cancelled, in relation to both the remaining performance related shares and the non-performance related shares, offset by the cash payment to her. (e) Upon Walter van de Vijver’s termination of employment on September 1, 2004, the exercise terms of his remaining stock options have been shortened so that they expire five years after the termination of his employment, on

275 August 31, 2009, or earlier if their original expiry date is prior to August 31, 2009. Walter van de Vijver did not receive any stock option grants in 2004. (f) Maarten van den Bergh holds share options relating to his former service with the Group. (g) Options over Royal Dutch New York shares. (h) During her employment with the Group and prior to her appointment as Chief Executive Ofﬁcer of Shell Canada Limited Linda Cook was awarded US-dollar based options and Stock Appreciation Rights, as well as 14,000 conditional Royal Dutch ordinary shares on October 1, 2002; the latter will be released on October 1, 2005. (i) Stock Appreciation Rights with an entitlement to receive any gain upon exercise in either cash or shares. (j) US dollar converted to euro at the year-end rate of exchange. (k) The exercise price was CAD 66.36. Canadian dollar converted to euro at the mean rate of exchange on the day of exercise. (l) Rob Routs’ Shell Canada Limited stock options were awarded to him in 1997 and 1998, when he was a Shell Canada executive. (m) The price at which the options were exercised was CAD 66.65. Canadian dollar converted to euro at the mean rate of exchange on the day of exercise. (n) The price at which the options were exercised was CAD 66.27. Canadian dollar converted to euro at the mean rate of exchange on the day of exercise.

Long-Term Incentive Plan (LTIP) Expected Performance value shares Released Market of the 2004 Theoretical conditionally (cancelled/ price at performance gains as awarded lapsed) date of Start of End of shares at Dec 31, At Jan 1, during during the At Dec 31, award(a) performance performance award(b) 2004(c) 2004 the year year 2004 3 period period 33 Jeroen van der Veer 2004 — 63,211 — 63,211 41.29 01.01.04 31.12.06 1,122,292 — 2003 57,142 — — 57,142 40.95 01.01.03 31.12.05 — 0 Rob Routs 2004 — 43,594 — 43,594 41.29 01.01.04 31.12.06 773,998 — 2003 39,560 — — 39,560 40.95 01.01.03 31.12.05 — 0 Walter van de Vijver(d) 2003 43,956 — (43,956) — 40.95 01.01.03 31.12.05 — — Due to his appointment as a Managing Director of Shell Transport in 2004 Malcolm Brinded’s LTIP interests have been reported in Note 13 of Part XV of these Listing Particulars. (a) The market price is based on the average of the opening and closing share prices over a period of ﬁve trading days prior to and including the day on which the number of shares are determined in accordance with the Plan rules. (b) The expected values of the conditional performance shares awards have been calculated on the basis of a standard valuation approach provided by Towers Perrin and Kepler Associates. The values are unaudited. The expected value based on this approach is equal to 43% of the face value of the award. (c) Represents the value of the conditional performance shares under the LTIP at the end of the ﬁnancial year, which is calculated by multiplying the fair market value of Royal Dutch shares, at December 31, 2004, by the number of shares under the LTIP that would vest based on the achievement of performance conditions up to December 31, 2004. (d) Walter van de Vijver resigned as a Managing Director of Royal Dutch on March 3, 2004. and his employment contract terminated on September 1, 2004. None of the conditional award of Royal Dutch shares made to him in August 2003 under the Long Term Incentive Plan vested. He did not receive any further Long-Term Incentive Plan awards in 2004.

Pensions Increase Accumulated Pension Pension Years of in accrued annual premium 2004 premium 2003 Group pension pension as at paid by paid by Age as at service as at during 2004 Dec 31, 2004 employer employer Dec 31, 2004 Dec 31, 2004 3 thousand 3 thousand 3 thousand 3 thousand Jeroen van der Veer(a) 57 33 102 777 256 171 Malcolm Brinded(b) 51 30 — — 46(c) 622(d) Linda Cook(e) 46 24 21(f) 324(g) 8(h) — Rob Routs 58 26 54 506 177 81(i) Walter van de Vijver 49 25(j) 10 385 120(k) 129 (a) Jeroen van der Veer’s salary increase with effect from November 1, 2004 did not come into payment until 2005. The pension ﬁgures in the 2005 Annual Report and Accounts will reﬂect this increase.

276 (b) Malcolm Brinded resigned as a Managing Director of Royal Dutch on March 3, 2004 and was appointed Managing Director of Shell Transport on the same date. Therefore his pension figures for the full year 2004 have been disclosed in Note 13 of Part XV of these Listing Particulars. (c) Represents pension premium paid by the employer up to March 3, 2004. Sterling converted to euro at the quarterly average rate of exchange. (d) As a result of the 2002 valuation of the SOCPF fund the Actuary requested that an additional one-time company contribution to the fund be paid. The amount stated comprises the basic pension increase and a prorated amount relating to this additional employer contribution. Sterling converted to euro at the average quarterly rate of exchange. (e) Linda Cook was appointed a Managing Director of Royal Dutch with effect from August 1, 2004, therefore, where appropriate, the 2004 pension figures are with effect from this date. (f) Includes an accrued pension increase and a movement in the exchange rate between the US dollar and euro over the period disclosed; US dollar converted to euro at the quarterly average rate of exchange. (g) US dollar converted to euro at the year-end rate of exchange. (h) US dollar converted to euro at the quarterly average rate of exchange. In addition, the Company contributed 342,650 based on the quarterly average exchange rate to the Shell Provident Fund for US employees and the Senior Executive Group Deferral Plan, which both are defined contribution plans. (i) The 2003 pension premium paid by the employer is reflective of Rob Routs’ appointment as a Managing Director of Royal Dutch with effect from July 1, 2003. (j) As at August 31, 2004. (k) The 2004 pension premium paid by the employer is reflective of Walter van de Vijver’s termination of employment on September 1, 2004.

Emoluments of the Supervisory Board 3 2004 2003 2002 Aad Jacobs Chairman’s fee 15,000 15,000 5,750 Supervisory Board fees 55,000 55,000 46,000 Committee fees 7,000 7,000 7,000 77,000 77,000 58,750 Maarten van den Bergh Supervisory Board fees 55,000 55,000 46,000 Committee fees 10,500 7,000 7,000 Holding Company fees(a) 27,968 27,711 29,021 93,468 89,711 82,021 Wim Kok Supervisory Board fees 55,000 27,500 — Committee fees 7,000 3,500 — 62,000 31,000 — Aarnout Loudon Supervisory Board fees 55,000 55,000 46,000 Committee fees 14,000 14,000 14,000 69,000 69,000 60,000 Hubert Markl Supervisory Board fees 55,000 55,000 23,000 Committee fees 7,546 — — 62,546 55,000 23,000 Christine Morin-Postel(b) Supervisory Board fees 27,500 — — Committee fees 3,500 — — 31,000 — — Lawrence Ricciardi Supervisory Board fees 55,000 55,000 46,000 Committee fees 7,000 3,500 — Intercontinental travel fees 28,500 21,375 — 90,500 79,875 46,000

277 3 2004 2003 2002 Henny de Ruiter(c) Supervisory Board fees 27,500 55,000 46,000 Committee fees 7,000 14,000 10,500 Holding Company fees(a) 13,984 27,711 29,021 48,484 96,711 85,521

The information in this table is subject to audit. (a) Maarten van den Bergh and Henny de Ruiter received fees from the Group Holding Companies in respect of duties performed by them as directors of these companies. (b) Appointed as from July 1, 2004. (c) Retired on June 30, 2004.

16 Employee numbers Royal Dutch did not have any employees at December 31, 2004 or December 31, 2003. The Managing Directors of Royal Dutch have a contract of employment with Group companies.

17 Reconciliation between Netherlands GAAP and US GAAP

3 3 million Basic earnings per ordinary share Net income Net assets Dec 31, 2003 2002 2003 2002 Dec 31, 2003 2004 As restated As restated 2004 As restated As restated 2004 As restated In accordance with Netherlands GAAP 4.31 3.15 2.96 8,713 6,418 6,091 39,645 37,195 Adjustments for US GAAP: Goodwill amortisation 0.04 0.04 0.04 81 90 76 200 137 Cumulative effect of change in accounting for asset retirement obligations 0.07 141 Recoverability of assets Impairments 0.11 220 200 Reversal of impairments (0.11) (226) (206)

In accordance with US GAAP 4.35 3.26 3.00 8,788 6,649 6,167 39,839 37,332

less: Interest income less expenses and tax (1) (7) (15) less: Current assets less current liabilities (2,627) (2,846)

Share in net income and net assets in companies of the Royal Dutch/Shell Group (US GAAP) 8,787 6,642 6,152 37,212 34,486

Exchange rate (euro/$) 0.81 0.90 1.06 0.73 0.79 $ million Share in net income and net assets in companies of the Royal Dutch/Shell Group (see Note 30 of the Group Financial Statements) 10,910 7,387 5,794 50,746 43,498

The table above reconciles Royal Dutch’s net income and net assets under Netherlands GAAP to US GAAP. In addition, the table shows the adjustments necessary to reconcile Royal Dutch’s net income and net assets under US GAAP to its 60% share of Group net income and net assets (as shown in Note 30 to Part XIII of these Listing Particulars). These adjustments consist of the elimination of Parent Company net assets and net income, which are not included in the net assets or net income of the Royal Dutch/Shell Group of Companies, and currency translation. The differences affecting basic earnings per share, net income and net assets between Netherlands GAAP, as applied to the preparation of this Financial Information (and after giving effect to the restatement described in Note 3) and US GAAP are as follows:

278 (i) goodwill Under US GAAP, goodwill is not amortised but is tested for impairment annually or when certain events occur that indicate potential impairment. Under Netherlands GAAP, goodwill is amortised on a straight-line basis over its estimated useful economic life, which is assumed not to exceed 20 years unless there are grounds to rebut this assumption; (ii) asset retirement obligations Under US GAAP, a change in accounting for asset retirement obligations in 2003, was accounted for prospectively, with the cumulative effect of the change at the beginning of 2003 being reflected in 2003 net income. This change in accounting was also made under Netherlands GAAP. However, the cumulative effect of the change under Netherlands GAAP was reported as an adjustment to the opening balance of net assets and, due to the absence of comparative data, net income for prior years was not restated. (iii) recoverability of assets (a) impairments: Under US GAAP, only if an asset’s estimated undiscounted future cash flows are below its carrying amount is a determination required of the amount of any impairment based on discounted cash flows. There is no undiscounted test under Netherlands GAAP; (b) reversals of impairments: Under US GAAP impairments are not reversed. Under Netherlands GAAP, a favourable change in the circumstances which resulted in an impairment would trigger the requirement for a redetermination of the amount of the impairment and any reversal is recognised in income.

18 Contingencies and litigation In connection with the recategorisation of certain hydrocarbon reserves that occurred in 2004, a number of putative shareholder class actions were filed against Royal Dutch, Shell Transport, Managing Directors of Royal Dutch during the class period, Managing Directors of Shell Transport during the class period, and the external auditors for Royal Dutch, Shell Transport and the Group. These actions were consolidated in the United States District Court in New Jersey and a consolidated complaint was filed in September 2004. The parties are awaiting a decision with respect to defendants’ motions to dismiss asserting lack of jurisdiction with respect to the claims of non-United States shareholders who purchased on non-United States securities exchanges and failure to state a claim. Merits discovery has not begun. The case is at an early stage and subject to substantial uncertainties concerning the outcome of the material factual and legal issues relating to the litigation, including the pending motions to dismiss on lack of jurisdiction and failure to state a claim. In addition, potential damages, if any, in a fully litigated securities class action would depend on the losses caused by the alleged wrongful conduct that would be demonstrated by individual class members in their purchases and sales of Royal Dutch and Shell Transport shares during the relevant class period. Accordingly, based on the current status of the litigation, management of Royal Dutch is unable to estimate a range of possible losses or any minimum loss. Management of Royal Dutch will review this determination as the litigation progresses. Also in connection with the hydrocarbon reserves recategorisation, putative shareholder class actions were filed on behalf of participants in various Shell Oil Company qualified plans alleging that Royal Dutch, Shell Transport and various current and former officers and directors breached various fiduciary duties to employee participants imposed by the Employee Retirement Income Security Act of 1974 (‘‘ERISA’’). These suits were consolidated in the United States District Court in New Jersey and a consolidated class action complaint was filed in July 2004. Defendants’ motions to dismiss have been fully briefed. Some document discovery has taken place. The case is at an early stage and subject to substantial uncertainties concerning the outcome of the material factual and legal issues relating to the litigation, including the pending motion to dismiss and the legal uncertainties with respect to the methodology for calculating damage, if any, should defendants become subject to an adverse judgment. The Group is in settlement discussions with

279 counsel for plaintiffs, which it hopes will lead to a successful resolution of the case without the need for further litigation. No financial provisions have been taken with respect to the ERISA litigation. The reserves recategorisation also led to the filing of shareholder derivative actions in June 2004. The four suits pending in New York state court, New York federal court and New Jersey state federal court demand Group management and structural changes and seek unspecified damages from current and former members of the boards of directors of Royal Dutch and Shell Transport. The suits are in preliminary stages and no responses are yet due from defendants. Because any money ‘‘damages’’ in the derivative actions would be paid to Royal Dutch and Shell Transport, management of the Royal Dutch does not believe that the resolution of these suits will have a material adverse effect on Royal Dutch’s financial condition or operating results. The United States Securities and Exchange Commission (SEC) and UK Financial Services Authority (FSA) issued formal orders of private investigation in relation to the reserves recategorisation which Royal Dutch and Shell Transport resolved by reaching agreements with the SEC and the FSA. In connection with the agreement with the SEC, Royal Dutch and Shell Transport consented, without admitting or denying the SEC’s findings or conclusions, to an administrative order finding that Royal Dutch and Shell Transport violated, and requiring Royal Dutch and Shell Transport to cease and desist from future violations of, the antifraud, reporting, recordkeeping and internal control provisions of the US Federal securities laws and related SEC rules, agreed to pay a $120 million civil penalty and has undertaken to spend an additional $5 million developing a comprehensive internal compliance program. In connection with the agreement with the FSA, Royal Dutch and Shell Transport agreed, without admitting or denying the FSA’s findings or conclusions, to the entry of a Final Notice by the FSA finding that Royal Dutch and Shell Transport breached market abuse provisions of the UK’s Financial Services and Markets Act 2000 and the Listing Rules made under it and agreed to pay a penalty of £17 million. The penalties from the SEC and FSA and the additional amount to develop a comprehensive internal compliance program have been paid by Group companies and fully included in the Income Statement of the Group. The United States Department of Justice has commenced a criminal investigation, and Euronext Amsterdam, the Dutch Authority Financial Markets and the California Department of Corporations are investigating the issues related to the reserves recategorisation. Management of Royal Dutch cannot currently predict the manner and timing of the resolution of these pending matters and is currently unable to estimate the range of reasonably possible losses from such matters. Group companies are subject to a number of other loss contingencies arising out of litigation and claims brought by governmental and private parties, which are handled in the ordinary course of business. The operations and earnings of Group companies continue, from time to time, to be affected to varying degrees by political, legislative, fiscal and regulatory developments, including those relating to the protection of the environment and indigenous people, in the countries in which they operate. The industries in which Group companies are engaged are also subject to physical risks of various types. The nature and frequency of these developments and events, not all of which are covered by insurance, as well as their effect on future operations and earnings, are unpredictable.

280 PART XV

FINANCIAL INFORMATION RELATING TO SHELL TRANSPORT A1/20.1 2002, 2003 and 2004 audited financial information prepared in accordance with UK GAAP with 3.03(a) A1/20.5.1 US GAAP reconciliation 3.03(c) 6.E.9 Basis of financial information 6.E.10 The financial information contained in this Part XV does not constitute statutory accounts within the 6.A.5 meaning of section 240 of the Companies Act. The financial information contained in this Part XV for each of the three years ended 31 December 2002, 2003 and 2004, prepared in accordance with UK GAAP with a reconciliation to US GAAP, has been extracted, without material adjustment, from the financial statements of Shell Transport included in the annual report on Form 20-F of Royal Dutch and Shell Transport for the year ended 31 December 2004 filed with the SEC except for the balance sheet as at 31 December 2002, which has been extracted, without material adjustment, from the financial statements of Shell Transport included in the annual report on Form 20-F of Royal Dutch and Shell 3.03(e) A1/20.4.1 Transport for the year ended 31 December 2003 filed with the SEC on 7 March 2005. The financial statements of Shell Transport included in the annual reports on Form 20-F of Royal Dutch and Shell Transport for the years ended 31 December 2003 and 31 December 2004 together with the audit reports thereon are incorporated by reference into this document. PricewaterhouseCoopers LLP, Chartered Accountants and Registered Auditors, of 1 Embankment Place, London WC2N 6RH, UK has issued unqualified audit opinions on the financial statements of Shell Transport included in the annual reports on Form 20-F of Royal Dutch and Shell Transport for each of the three years ended 31 December 2002, 2003 and 2004. In this Part XV, ‘‘Parent Companies’’ means Royal Dutch and/or Shell Transport.

281 PROFIT AND LOSS ACCOUNTS

£ million Note 2004 2003 2002 Income from shares in companies of the Royal Dutch/Shell Group 4 1,735.4 1,361.5 1,403.2 Interest and other income 7.2 5.6 5.4 1,742.6 1,367.1 1,408.6 Administrative expenses (7.0) (4.4) (4.2) Profit on ordinary activities before taxation 1,735.6 1,362.7 1,404.4 Tax on profit on ordinary activities 5 (0.1) (0.3) (0.4) Distributable profit for the year 1,735.5 1,362.4 1,404.0

As restated As restated Distributable proﬁt for the year 1,735.5 1,362.4 1,404.0 Share of earnings retained by companies of the Royal Dutch/Shell Group 2,7 2,203.8 1,576.7 1,140.7 Earnings for the year attributable to shareholders 3,939.3 2,939.1 2,544.7 From continuing operations 4 3,598.5 2,932.9 2,494.8 From discontinued operations 4 340.8 6.2 49.9 Aggregate dividends paid and proposed 1,633.2 1,523.1 1,475.0

6.E.4(a) pence 2003 2002 2004 As restated As restated Earnings per 25p Ordinary share(a) Distributable proﬁt for the year 6 18.3 14.3 14.6 Distributable proﬁt for the year 18.3 14.3 14.6 Share of earnings retained by companies of the Royal Dutch/Shell Group 2 23.2 16.5 11.9 Earnings for the year attributable to shareholders 41.5 30.8 26.5 From continuing operations 4 37.9 30.7 26.0 From discontinued operations 4 3.6 0.1 0.5

(a) Of the earnings per share amounts shown above, those relating to earnings for the year attributable to shareholders are, in the opinion of the directors, the most meaningful since they reﬂect the full entitlement of the Company in the income of Group companies.

282 BALANCE SHEETS

£ million Dec 31, Dec 31, Dec 31, 2003 2002 Note 2004 As restated As restated Fixed assets Investments Shares (unlisted) in companies of the Royal Dutch/Shell Group 7 17,452.6 16,200.6 14,959.0 Other investments 8 82.6 — — Current assets Debtors: Dividends receivable from companies of the Royal Dutch/Shell Group 970.1 1,140.3 1,263.7 Other debtors 0.3 0.1 0.1 970.4 1,140.4 1,263.8 Cash at bank: Short-term deposits 203.0 86.8 89.9 Cash 0.6 0.3 0.4 1,174.0 1,227.5 1,354.1 Total Assets 18,709.2 17,428.1 16,313.1 Creditors: amounts due within one year Amounts due to companies of the Royal Dutch/Shell Group (0.9) (0.8) (1.1) Corporation tax — (0.2) (0.2) Unclaimed dividends (10.9) (10.2) (9.5) Other creditors and accruals (2.7) (2.2) (2.3) Preference dividends accrued (0.3) (0.3) (0.3) Ordinary dividend proposed (1,029.9) (932.9) (899.1) (1,044.7) (946.6) (912.5) Net current assets 129.3 280.9 441.6 Total assets less current liabilities 17,664.5 16,481.5 15,400.6

Capital and reserves Equity interests: Called-up share capital; Ordinary shares 9 2,406.2 2,416.9 2,416.9 Capital redemption reserve 10 79.7 69.0 69.0 Revaluation reserve 7 14,952.9 13,700.9 12,459.3 Proﬁt and Loss Account 213.7 282.7 443.4 17,652.5 16,469.5 15,388.6 Non-equity interests Called-up share capital: First Preference shares 2.0 2.0 2.0 Second Preference shares 10.0 10.0 10.0 12.0 12.0 12.0 Shareholders’ funds 11 17,664.5 16,481.5 15,400.6

283 STATEMENTS OF TOTAL RECOGNISED GAINS AND LOSSES £ million 2003 2002 Note 2004 As restated As restated Distributable proﬁt for the year 1,735.5 1,362.4 1,404.0 Unrealised surplus/(deﬁcit) on revaluation of investments in companies of the Royal Dutch/Shell Group 7 1,252.0 1,241.6 (529.1) Total recognised gains and losses relating to the year 2,987.5 2,604.0 874.9

STATEMENTS OF RETAINED PROFIT

£ million 2004 2003 2002 Distributable profit for the year 1,735.5 1,362.4 1,404.0 Distributable retained profit at beginning of year 282.7 443.4 884.0 2,018.2 1,805.8 2,288.0 Dividends on non-equity shares: 9 First Preference shares (0.1) (0.1) (0.1) Second Preference shares (0.7) (0.7) (0.7) (0.8) (0.8) (0.8) 2,017.4 1,805.0 2,287.2 Dividends on equity shares: 9 25p Ordinary shares Interim of 6.25p in 2004, 6.10p in 2003 and 5.95p in 2002 (603.7) (589.7) (578.0) Second interim of 10.7p in 2004, second interim of 9.65p in 2003 and 9.30p in 2002 (1,029.9) (932.9) (899.1) Reduction due to share buyback and unclaimed dividends 1.2 0.3 2.9 (1,632.4) (1,522.3) (1,474.2) Share repurchase including expenses (171.3) — (369.6) Distributable retained profit at end of year 213.7 282.7 443.4

284 STATEMENTS OF CASH FLOWS

£ million 2004 2003 2002 Returns on investments and servicing of finance Dividends received from companies of the Royal Dutch/Shell Group 1,905.6 1,484.9 1,838.8 Interest received 7.0 5.6 5.6 Preference dividends paid (0.8) (0.8) (0.8) Other (5.8) (3.8) (3.7) Net cash inflow from returns on investments and servicing of finance 1,906.0 1,485.9 1,839.9 Taxation Tax paid (0.3) (0.3) (0.6) Capital expenditure and financial investment Other investments (82.6) — — Equity dividends paid Ordinary shares (1,535.4) (1,488.5) (1,447.6) Management of liquid resources (short-term deposits) Net cash inflow/(outflow) from management of liquid resources (116.2) 3.1 (22.4) Financing Repurchase of share capital, including expenses (171.3) — (369.6) Net (decrease)/increase in amounts due to companies of the Royal Dutch/Shell Group 0.1 (0.3) 0.1 Net cash outflow from financing (171.2) (0.3) (369.5) Increase/(Decrease) in cash 0.3 (0.1) (0.2) Cash at January 1 0.3 0.4 0.6 Cash at December 31 0.6 0.3 0.4

Net debts, being amounts due to the companies of the Royal Dutch/Shell Group less cash, decreased during 2004 from £0.5 million to £0.3 million (2003: net debts decreased from £0.7 million to £0.5 million). The Company adopts a policy of minimising cash holdings whilst ensuring that operating costs, the ﬁnancing of dividend payments and funding of the Company’s share buyback programme, are met. The Company’s debtors and creditors are short term and are all denominated in sterling. At December 31, 2004 the Company had £203.0 million (2003: £86.8 million) on short-term deposit with third-party banks. The ﬁxed interest rate earned on these sterling deposits at year-end was 4.79% (2003: 3.4%). The carrying amount and fair value of these deposits are the same.

285 NOTES TO FINANCIAL INFORMATION

1 The Company The ‘‘Shell’’ Transport and Trading Company, p.l.c. (Shell Transport), one of the Parent Companies of the Royal Dutch/Shell Group of Companies, is a holding company which, in conjunction with Royal Dutch Petroleum Company (Royal Dutch), owns, directly or indirectly, investments in the numerous companies referred to collectively as ‘‘the Group’’. Arrangements between Royal Dutch and Shell Transport provide, inter alia, that notwithstanding variations in shareholdings, Royal Dutch and Shell Transport shall share in the aggregate net assets and in the aggregate dividends and interest received from Group companies in the proportion of 60:40. It is further arranged that the burden of all taxes in the nature of or corresponding to an income tax leviable in respect of such dividends and interest shall fall in the same proportion.

Uniﬁcation Proposal On October 28, 2004, the Royal Dutch and Shell Transport Boards announced that they had unanimously agreed to propose to their shareholders a transaction (the ‘‘Transaction’’) through which each Parent Company will become a subsidiary of Royal Dutch Shell plc, which will become a publicly-listed company incorporated in England and Wales and headquartered and tax resident in The Netherlands (‘‘Royal Dutch Shell’’). Reﬂecting the existing 60:40 ownership by Royal Dutch and Shell Transport of the Group, it is proposed that Royal Dutch shareholders will be offered 60% of the ordinary share capital in Royal Dutch Shell and Shell Transport shareholders will receive 40% of the ordinary share capital in Royal Dutch Shell. To implement the proposal, it is intended that (i) Royal Dutch Shell will make an offer to acquire all of the issued and outstanding ordinary shares of Royal Dutch in exchange for Royal Dutch Shell Class A ordinary shares or American depositary shares (‘‘ADSs’’) representing Royal Dutch Shell Class A ordinary shares and (ii) Royal Dutch Shell will become the parent company of Shell Transport pursuant to a United Kingdom reorganisational procedure referred to as a ‘‘scheme of arrangement’’ under section 425 of the UK Companies Act 1985, as amended. As a result of the scheme of arrangement, holders of Shell Transport Ordinary shares (and holders of Shell Transport bearer warrants) will receive Royal Dutch Shell Class B ordinary shares and holders of Shell Transport ADSs will receive ADSs representing Royal Dutch Shell Class B ordinary shares. The Class A ordinary shares and Class B ordinary shares will have identical voting rights and will vote together as a single class on all matters, including the election of directors, unless a matter affects the rights of one class as a separate class. Class A ordinary shares and Class B ordinary shares will have identical rights upon a liquidation of Royal Dutch Shell, and dividends declared on each will be equivalent in amount. However, for tax purposes, holders of Class A ordinary shares will receive Dutch source dividends, while holders of Class B ordinary shares will receive dividends that are UK source to the extent that these dividends are paid through a dividend access mechanism to be established. Implementation of the Transaction will be the subject of appropriate consultation with relevant employee representative bodies as required as well as the satisfaction of certain other conditions. It is currently expected that the Transaction will be completed in July 2005.

2 Accounting policies and convention The Financial Information herein has been prepared in accordance with accounting principles generally accepted in the United Kingdom. They have been prepared under the historical cost convention modified by the revaluation of the investments in companies of the Royal Dutch/Shell Group (see Note 7). The disclosures described in Note 4 have been derived from Part XIII of these Listing Particulars. The 2003 Annual Report on Form 20-F and the Financial Statements of Shell Transport contained therein has been re-filed to account for the impact of the Second Reserves Restatement (see Note 3). The 2003 Annual Report and Accounts have not been re-filed at United Kingdom Companies House and therefore the 2004 Annual Report and Accounts will

286 include additional disclosures on the impact of the Second Reserves Restatement on opening shareholders’ funds. Statutory accounts for comparative periods have been delivered to United Kingdom Companies House and the Company’s auditors issued an unqualified report on those accounts. As of 29 March 2005, the date on which the auditors made a report on the annual report on Form 20-F of Royal Dutch and Shell Transport for the year ended 31 December 2004, the auditors had not yet made a report under section 235 of the Companies Act in relation to the 2004 Annual Report and Accounts. On 27 April 2005, the auditors made an unqualified report under section 235 of the Companies Act in relation to the 2004 Annual Report and Accounts which have not yet been delivered to the Registrar of Companies. The Company records income from shares in Group companies, in the form of dividends, in its Profit and Loss Account. The Company’s investments in Group companies comprises a 40% interest in the Group’s net assets. An amount equal to 40% of the net assets of the Group, as presented in the Group Financial Information in accordance with Netherlands GAAP, included in Part XIII of these Listing Particulars, is included in the Company’s Financial Information as the directors’ valuation of this investment. The difference between the cost and the amount at which the investments are stated in the Balance Sheet has been taken to the Revaluation Reserve. The Financial Information of Shell Transport is reported in pounds sterling, while the Netherlands GAAP Financial Information of the Royal Dutch/Shell Group, included in Part XIII of these Listing Particulars is reported in US dollars. Notes 4, 7 and 14 to this Financial Information contain currency translation of certain items presented in US dollars in the Netherlands GAAP Financial Information of the Royal Dutch/Shell Group, included in Part XIII of these Listing Particulars into pounds sterling. References are made to the Netherlands GAAP Financial Information of the Royal Dutch/Shell Group of Companies in these Notes to facilitate an understanding of the relationships between the Financial Information of Shell Transport and the Netherlands GAAP Financial Information of the Royal Dutch/Shell Group of Companies, particularly as they relate to Shell Transport’s 40% interest in net income and net assets of companies of the Royal Dutch/Shell Group of Companies. Other fixed asset investments are held at historical cost. Under a 2002 EU Regulation, publicly-listed companies in the European Union will be required to prepare consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) from 2005. The 2005 Financial Statements of the Group or, subject to completion of the transaction described in Note 1, of its successor, will be prepared under IFRS and will include comparative data for 2004, together with reconciliations to opening balances as at January 1, 2004 and to 2004 data previously published in accordance with accounting principles generally accepted in the United States (US GAAP). With effect from January 1, 2005 Shell Transport intends to prepare its Financial Statements under International Financial Reporting Standards.

3 Restatement of previously issued Financial Statements First Reserves Restatement On January 9, 2004, the Group announced the removal from proved reserves of approximately 3.9 billion barrels of oil equivalent (boe) of oil and natural gas that were originally reported as of December 31, 2002. As a result of further ﬁeld level reviews concluded in April 2004 with the assistance of external petroleum consultants of over 90% of the Group’s proved reserves volumes (collectively, the First Half Review), the Group determined to increase the total volume of reserves to be removed from the proved category to 4.47 billion boe and to restate the unaudited oil and natural gas reserves disclosures contained in the supplementary information accompanying the Financial Statements (the First Reserves Restatement) to give effect to the removal of these volumes as of the earliest date on which they did not represent ‘‘proved reserves’’ within the applicable rules of the SEC (which in many cases is the date on which the volumes were initially booked as proved reserves). 12% of the volumes debooked as of December 31, 2002 as part of the First Reserves Restatement had been in the proved developed

287 reserves category and 88% had been categorised as proved undeveloped reserves. The effects of the First Reserves Restatement were reflected in the 2003 Annual Report and Accounts and the 2003 Annual Report on Form 20-F as originally filed with the Securities & Exchange Commission (SEC) on June 30, 2004. Following the January 9, 2004 announcement of the initial reserves recategorisation, the Group Audit Committee (GAC) appointed Davis Polk & Wardwell to lead an independent review of the facts and circumstances surrounding the recategorisation, and to report its findings and any proposed remedial actions to the GAC for its consideration. Based largely on the Davis Polk & Wardwell report, the Parent Companies, Royal Dutch and Shell Transport, determined that the principal causes that permitted the initial booking and maintenance of the volumes impacted by the First Reserves Restatement as proved reserves are as follows: — the Group’s guidelines for booking proved reserves were inadequate in several respects, including (i) containing inconsistencies with the SEC’s rules and published guidance relating to proved reserves and (ii) failing to clearly and sufficiently impart these requirements and guidance to users of the guidelines. In addition, users of the guidelines in certain cases misapplied or disregarded SEC rules and published guidance and in some cases only applied changes in the guidelines prospectively rather than retrospectively. There was also insufficient knowledge and training among users of the guidelines of the SEC requirements relating to proved reserves; — executives and employees encouraged the booking of proved reserves, while discouraging the debooking of previously booked reserves. This fostered an atmosphere that failed to emphasise the paramount importance of the compliance element of proved reserves decisions; and — there were other material weaknesses in the Group’s controls relating to the booking of proved reserves, including insufficient resources allocated to the Group Reserves Auditor and Group Reserves Co-ordinator functions, a lack of clarity in the allocation of responsibilities between the Group Reserves Auditor and the Group Reserves Co-ordinator and a lack of direct reporting responsibility of the Group Reserves Auditor to the Group internal audit function and of the business chief financial officers to the Group Chief Financial Officer.

Second Reserves Restatement On February 3, 2005, as a result of reservoir level reviews conducted during July 2004 through December 2004 of substantially all of the Group’s proved reserves volumes reported as at December 31, 2003, (collectively, the Second Half Review), the Group announced that it would remove from proved reserves an additional 1,371 million boe of oil and natural gas that were reported as at December 31, 2003 and further restate the unaudited oil and natural gas reserves disclosures contained in the supplementary information accompanying the Financial Statements of the Group (the Second Reserves Restatement and, together with the First Reserves Restatement, the Reserves Restatements) to give effect to the removal of these volumes as of the earliest date on which they did not represent ‘‘proved reserves’’ within the applicable rules of the SEC (which in many cases is the date on which the volumes were initially booked as proved reserves). 43% of the volumes debooked as of December 31, 2003 as part of the Second Reserves Restatement had been categorised as proved developed reserves and 57% had been categorised as proved undeveloped reserves. The effects of the Second Reserves Restatement are reflected in the information for 2003 and 2002 presented in the Financial Information of the Group, included in Part XIII of these Listing Particulars. These effects were also reflected in Amendment No. 2 to the 2003 Annual Report on Form 20-F, as filed with the SEC on March 7, 2005.

288 periods (the Second Financial Restatement) to reflect the impact of the Second Reserves Restatement on those Financial Statements (as announced on February 3, 2005). This overstatement of unaudited proved reserves information had the effect of understating the depreciation, depletion and amortisation charges in the Financial Statements of the Group related to Exploration & Production in each of the years covered by the Second Financial Restatement. As capitalised costs relating to Exploration & Production were amortised across fewer proved reserves (following the Second Reserves Restatement), depreciation, depletion and amortisation associated with annual production volumes increased proportionally. The effect of the Second Financial Restatement was to reduce the Company’s earnings for the year attributable to shareholders in 2003 by £35.5 million (2002: £15.6 million), and to reduce the previously reported net assets of the Company as at December 31, 2003 by £78.6 million (2002: £41.8 million). There was no impact on the Profit and Loss Account of the Company (2002: nil). The effect of the Second Financial Restatement was not significant to the Directors’ valuation of the Company’s investment in Group companies and is reflected in the information for 2003 and 2002 presented in this Financial Information. The effect is also reflected in the Amendment No. 2 to the 2003 Annual Report on Form 20-F, as filed with the SEC on March 7, 2005. The effect of the above change on the Company’s investments, is as follows: £ million 2003 2002 Investments as previously stated 16,279.2 15,000.8 Oil and gas reserves related adjustments: Second Reserves Restatement (78.6) (41.8) Restated investments 16,200.6 14,959.0

There is an equivalent effect on the Revaluation Reserve, which is reﬂected in the Company’s share of earnings retained by companies of the Royal Dutch/Shell Group. There is no impact on the Company’s distributable proﬁt.

4 Share in the income and assets of Group companies Shell Transport’s share in certain items relating to the two Group Holding Companies is set out below. These companies own directly or indirectly the investments, which, with them, comprise the Group. The following supplementary information has therefore been provided in respect of Group Holding Companies in the aggregate and is derived from the Group Financial Information included in Part XIII of these Listing Particulars. £ million 2003 2004 As restated(a) Fixed assets 24,016.2 25,646.6 Current assets including other long-term assets 15,867.0 12,330.7 Current liabilities (12,584.3) (12,210.7) Long-term liabilities (3,457.0) (3,400.1) Provisions (5,287.9) (5,399.7)

£ million 2003 2002 2004 As restated(a) As restated(a) Sales proceeds 73,742.4 65,205.3 58,232.8 Sales taxes, excise duties and similar levies (15,803.2) (16,191.3) (14,628.2) Net proceeds 57,939.2 49,014.0 43,604.6 Operating proﬁt after net currency gains/losses 6,911.7 5,170.4 4,725.6 Interest and other income 372.5 486.1 199.5 Interest expense (265.2) (327.2) (344.4) Income before taxation 7,019.0 5,329.3 4,580.7 Taxation (3,283.8) (2,310.1) (2,040.0) Minority interests (136.8) (87.2) (46.7) Income from continuing operations 3,598.4 2,932.0 2,494.0 Income from discontinued operations, net of tax 340.8 6.2 49.9 Net income for the year 3,939.2 2,938.2 2,543.9

289 $ million Net income for the year(b) 7,212 4,757 3,814

(a) See Note 2 of Part XIII of these Listing Particulars. (b) See Note 38 of Part XIII of these Listing Particulars.

This supplementary information has been calculated in conformity with the accounting policies of the Group Financial Information set out in Note 3 of Part XIII of these Listing Particulars and as adjusted in Note 31 of Part XIII of these Listing Particulars to conform with Netherlands GAAP. These policies differ in certain respects from accounting principles generally accepted in the UK. If this supplementary information was presented in conformity with accounting principles generally accepted in the UK, the impact on net assets at December 31, 2004 would not be significant, although current assets including other long-term assets would increase by approximately £0.3 billion (2003: £0.4 billion), fixed assets would decrease by approximately £0.6 billion (2003: £0.8 billion), long-term liabilities would decrease by approximately £0.1 billion (2003: £0.2 billion) and provisions would decrease by approximately £0.4 billion (2003: £0.6 billion). The impact on net income for the year is not significant. Shell Transport’s distributions from Group companies were as follows:

£ million 2004 2003 2002 Distributions from Group companies 1,735.4 1,361.5 1,403.2

$ million Distributions from Group companies(a) 3,196 2,264 2,174 (a) See Note 38 of Part XIII of these Listing Particulars.

The Group separately reports income from discontinued operations (see Note 32 to the Netherlands GAAP section of Part XIII of these Listing Particulars). As a consequence, the Company’s earnings for the year attributable to shareholders and the related earnings per share have been separately identiﬁed between discontinued and continuing operations.

5 Tax on proﬁt on ordinary activities

£ million 2004 2003 2002 Corporation tax at 30% (2003 and 2002: 30%) in respect of interest income less administrative expenses 0.1 0.3 0.4

No taxation liability arises in respect of income from shares in companies of the Group as this income consists of a distribution, which is not subject to taxation, from a UK resident company. Consequently, the effective tax rate is substantially lower than the UK Corporation tax rate of 30%.

Shell Transport’s share of taxation borne by Group and associated companies is given in Note 4.

6 Earnings per share The basic earnings per share amounts shown are calculated after deducting 5.5% and 7% cumulative dividend on First and Second Preference shares respectively. The calculation uses a weighted average number of shares of 9,480,407,909 (2003: 9,528,797,724 shares; 2002: 9,608,614,760 shares). The earnings per share calculation excludes shares held by Group companies for share options and other incentive compensation plans (refer to Note 23 of the Group Financial Statements). There is no difference between basic and diluted earnings per share. The same earnings ﬁgure is used in the basic and diluted earnings per share calculation. For the diluted earnings per share calculation the weighted average number of shares is increased by 4,772,177 for 2004 (2003: 2,722,083; 2002: 4,661,292). These numbers relate to share options schemes as mentioned above.

290 7 Investments in Group companies Shell Transport has 40% equity shareholdings in The Shell Petroleum Company Limited, which is registered in England and Wales, (consisting of the whole of its 102,342,930 issued ‘‘B’’ shares of £1 each) and in Shell Petroleum N.V., which is incorporated in the Netherlands (consisting of the whole of its 994 issued ‘‘B’’ shares of 0100,000 each). The remaining 60% equity shareholdings in these two companies (consisting of 153,514,395 ‘‘A’’ shares of £1 each of The Shell Petroleum Company Limited and 1,491 ‘‘A’’ shares of 0100,000 each of Shell Petroleum N.V.) are held by Royal Dutch. The 40% interest in Group net assets of £17,452.6 million (2003: £16,200.6 million) is equal to the interest attributable to Shell Transport of $33,654 million (2003: $28,884 million) shown in Note 38 to the Netherlands GAAP section of Part XIII of these Listing Particulars.

Movements in Investments and Revaluation reserves The directors’ valuation of Shell Transport’s investments in Group companies comprises the following:

$ millionShell £ million 40% interest in Transport Revaluation Group net Exchange rate investments reserve assets(a),(d) ($/£) As restated As restated Balance at December 31, 2002 (as restated) 24,062 0.62 14,959.0 12,459.3 Cumulative effect of change in accounting policy(c) 102 0.56 57.2 57.2 Balance at January 1, 2003 24,164 15,016.2 12,516.5 Movements during the year 2003: Share in the net income of Group companies 4,757 0.62 2,938.2 2,938.2 Distribution to Shell Transport (2,264) 0.60 (1,361.5) (1,361.5) Undistributed net income of Group companies 2,493 0.63 1,576.7 1,576.7 Net (increase)/decrease in Parent Companies’ shares held by Group companies (253) 0.62 (156.0) (156.0) Other comprehensive income(b) 2,480 0.60 1,498.7 1,498.7 Translation effect arising from movements in the US dollar/sterling rate (1,735.0) (1,735.0) Balance at December 31, 2003 (as restated) 28,884 0.56 16,200.6 13,700.9 Movements during the year 2004: Share in the net income of Group companies 7,212 0.55 3,939.2 3,939.2 Distribution to Shell Transport (3,196) 0.54 (1,735.4) (1,735.4) Undistributed net income of Group companies 4,016 0.55 2,203.8 2,203.8 Net (increase)/decrease in Parent Companies’ shares held by Group companies (304) 0.55 (167.5) (167.5) Other comprehensive income(b) 1,058 0.53 563.2 563.2 Translation effect arising from movements in the US dollar/sterling rate (1,347.5) (1,347.5) Balance at December 31, 2004 33,654 0.52 17,452.6 14,952.9

$ million 2003 2002 As As 2004 restated restated Shell Transport’s 40% interest in Group net assets at December 31 33,654 28,884 24,062

291 £ million 2003 2002 As As 2004 restated restated Shell Transport’s investment in Group companies comprise: Cost of investment 178.4 178.4 178.4 Shell Transport’s share of: Retained earnings of Group companies 20,560.7 18,356.9 16,723.0 Parent Companies’ shares held, net of dividends received (1,059.9) (892.4) (736.4) Cumulative other comprehensive income(b) 482.2 (81.0) (1,579.7) Currency translation differences (2,708.8) (1,361.3) 373.7 17,452.6 16,200.6 14,959.0

£/$ exchange rate at December 31 0.52 0.56 0.62

(a) The Group Financial Information has been restated (see Note 2 of Part XIII of these Listing Particulars). (b) Other comprehensive income comprises principally cumulative currency translation differences arising within the Group Financial Information. (c) This relates to a change in Group accounting policy in 2003 for asset retirement obligations which is recorded as an adjustment to the opening balance of net assets in 2003 in the Netherlands GAAP Group Financial Information. (d) See Note 38 of Part XIII of these Listing Particulars.

See Note 38 of Part XIII of these Listing Particulars for the determination of Shell Transport’s 40% interest in Group net assets and movements therein, including movements resulting from Group net income and distributions to the Parent Companies. The earnings retained by Group companies have been, or will be, substantially reinvested by the companies concerned, and any taxation unprovided on possible future distributions out of any uninvested retained earnings will not be material. The Company will continue to hold its investments in Group companies. However, as the investments are stated in the Balance Sheet on a valuation basis, it is necessary to report that, if the investments were to be disposed of for the amount stated, and in the absence of any substantial share holding exemptions applying, a taxation liability of approximately £1.5 billion would arise (restated 2003: £1.2 billion). It is likely that substantial share holding exemptions would apply to the majority of the investment in Group companies and would reduce this potential tax liability.

8 Other investments In October 2004, the Company, in conjunction with Royal Dutch, invested in Shell RDS Holding B.V. (RDS Holding), a company incorporated in the Netherlands, in order to facilitate the proposed transaction through which each of the Company and Royal Dutch will become a subsidiary of Royal Dutch Shell plc, which will become a publicly-listed company incorporated in England and Wales and headquartered and tax resident in the Netherlands. The Company and Royal Dutch each own 50% of the ordinary share capital of RDS Holding. The Company has a 40% ﬁnancial interest in RDS Holding, Royal Dutch has a 60% ﬁnancial interest in RDS Holding. RDS Holding has an interest of 100% in Royal Dutch Shell plc.

The aggregate amount of the paid up capital of RDS Holding at December 31, 2004 is 0299.1 million (£155.1 million).

9 Share capital and dividends At December 31, 2003 and December 31, 2004 the authorised share capital of the Company was £2,500,000,000 divided into 9,948,000,000 Ordinary shares of 25 pence each, 3,000,000 First Preference shares of £1 each and 10,000,000 Second Preference shares of £1 each.

292 The allotted, called up and fully paid share capital at December 31, 2004 was as follows:

Number of shares £ Equity shares Ordinary shares of 25p each As at 1 January 9,667,500,000 2,416,875,000 Shares repurchased for cancellation (42,600,000) (10,650,000) As at December 31 9,624,900,000 2,406,225,000 Non-equity shares First Preference shares of £1 each 2,000,000 2,000,000 Second Preference shares of £1 each 10,000,000 10,000,000 9,636,900,000 2,418,225,000

The First and Second Preference shares (the Preference shares) confer on the holders the right to a fixed cumulative dividend (5.5% and 7% on First and Second Preference shares respectively) and rank in priority to Ordinary shares. On a winding-up or repayment the Preference shares also rank in priority to the Ordinary shares for the nominal value of £1 per share (plus a premium, if any, equal to the excess over £1 of the daily average price for the respective shares quoted in the London Stock Exchange Daily Official List for a six-month period preceding the repayment or winding-up) but do not have any further rights of participation in the profits or assets of the Company. The Preference shares do not have voting rights unless their dividend is in arrears or the proposal concerns a reduction of capital, winding-up, sanctioning the sale of undertaking, an alteration of the Articles of Association or otherwise directly affects their class rights. The Preference shares are irredeemable and form part of the permanent capital of the Company. The number in issue has remained unchanged since 1922. The fair value of the Preference shares based on market valuations at December 31, 2004 was 102.80 pence per share (2003: 94.25 pence per share) for the First Preference shares and 145.00 pence per share (2003: 137.75 pence per share) for the Second Preference shares. Ordinary dividends paid and proposed are as follows:

£ million 2004 2003 2002 Interim of 6.25p in 2004, 6.10p in 2003 and 5.95p in 2002 603.7 589.7 578.0 Second interim of 10.7p in 2004, second interim of 9.65p in 2003 and ﬁnal of 9.30p in 2002 1,029.9 932.9 899.1 Reduction due to share buyback and unclaimed dividends (1.2) (0.3) (2.9) 1,632.4 1,522.3 1,474.2

10 Capital redemption reserve

£ million 2004 2003 As at January 1 69.0 69.0 Movement relating to shares bought by Shell Transport and cancelled 10.7 — As at December 31 79.7 69.0

Share capital was cancelled on all shares repurchased under the Company’s share buyback programme. As required by the Companies Act 1985, the equivalent of the nominal value of the shares cancelled is transferred to a capital redemption reserve.

293 11 Reconciliation of movements in Shareholders’ funds

£ million 2003 2004 As Restated Distributable proﬁt for the year 1,735.5 1,362.4 Dividends (1,633.2) (1,523.1) Repurchase of share capital, including expenses (171.3) — Unrealised surplus on revaluation of investments in companies of the Royal Dutch/Shell Group (Note 7) 1,252.0 1,241.6 Net addition to Shareholders’ funds 1,183.0 1,080.9 Shareholders’ funds as at January 1 16,481.5 15,400.6 Shareholders’ funds as at December 31 17,664.5 16,481.5

12 Auditors’ remuneration Statutory audit fees of Shell Transport amounted to £98,000 in 2004, (2003: £129,000; 2002: £31,000). Additional audit fees in relation to US filings amounting to £57,000 were incurred in 2004; (2003: £nil; 2002: £nil). Fees payable to PricewaterhouseCoopers LLP for non-audit services in the UK amounted to £16,000 in 2004, (2003: £31,600; 2002: £23,000). The non-audit fees relate to advice in respect of the financial reporting and disclosure impact of developments in accounting policies and business activities of the Royal Dutch/Shell Group on the financial statements of Shell Transport, including proposed developments in International Financial Reporting Standards.

13 Aggregate directors’ emoluments

£ 2004 2003 2002 Salaries, fees and beneﬁts 4,073,864 2,436,181 1,716,378 Performance-related element 525,283 — 1,506,500 4,599,147 2,436,181 3,222,878

Excess retirement beneﬁts(a) 31,675 40,165 23,495 Realised share option gains — — 16,476

Of the emoluments disclosed, £720,793 in 2004 (2003: £687,311; 2002: £458,162) were borne by Shell Transport and charged in the Profit and Loss Account. (a) Excess retirement benefits are the amount of unfunded retirement benefits paid to or receivable by past directors which exceed those to which they were entitled on the date on which the benefits first became payable or March 31, 1997, whichever is the later.

Emoluments of Managing Directors in office during 2004 Salaries Payment and Annual following Car Other £ fees bonus(a) severance benefit(b) benefits Total Malcolm Brinded 2004(c) 601,478 525,283(d) – 12,381 9,261 1,148,403 Judith Boynton(e) 2004 222,926 0 553,827(f) 0 0 776,753 2003 381,833 0 – 0 18,937 400,770 Peter Voser(g) 2004 788,935 0 – 0 0 788,935 Sir Philip Watts(h) 2004 219,196 0 1,057,971 3,773 0 1,280,940 2003 843,021 0 – 21,876 0 864,897 2002 745,969 874,000(i) – 21,922 0 1,641,891

294 The aggregate amount of remuneration paid to or accrued for Managing Directors of Shell Transport as a group by Shell Transport and companies of the Group for services in all capacities during the ﬁscal year ended December 31, 2004, was £3,995,031.

(a) The annual bonus is included in the related performance year and not in the following year in which it is paid. (b) The car benefit is HMRC defined cash equivalent of the cost of company-provided vehicles. (c) Malcolm Brinded was appointed a Shell Transport Managing Director with effect from March 3, 2004, therefore his Shell Transport emoluments are shown from this date. His emoluments during 2002, 2003 and up to and including March 3, 2004 have been listed in the 2004 Royal Dutch Annual Reports and Accounts. (d) Malcolm Brinded’s 2004 annual bonus amounted to £ 634,500 for the full year. His annual bonus up to and including March 3, 2004 has been listed in the 2004 Royal Dutch Annual Reports and Accounts. (e) Judith Boynton was appointed to the Board on July 1, 2003. Judith Boynton stepped aside as Group Chief Financial Officer and as Group Managing Director and Managing Director of Shell Transport on April 18, 2004. She remained with the Group in an advisory capacity reporting to the Chief Executive Jeroen van der Veer. Ms Boynton left the Group, by mutual agreement, effective December 31, 2004. Where appropriate, the 2003 and 2004 emoluments are prorated. Her benefits include the provision of a housing allowance. The emoluments she received from the Group in respect of this period amounted to £542,387. (f) This amount was paid in January 2005 following cessation of Judith Boynton’s employment on December 31, 2004. It includes an amount of £35,227 in respect of Shell Transport fees Judith Boynton would have received had she remained as a Director until December 31, 2004. (g) Peter Voser was appointed a Shell Transport Managing Director with effect from October 4, 2004, therefore, where appropriate, the 2004 emoluments are prorated. His salaries and fees include a one-off transition payment of £645,000 paid on joining the Group. He was not eligible for a 2004 annual bonus. (h) Sir Philip Watts resigned as a Shell Transport Managing Director and as an employee on March 3, 2004. Therefore, where appropriate, his 2004 emoluments are prorated. His salary and fees include compensation for unused leave days. (i) Of which one-third was deferred under the Deferred Bonus Plan.

Stock options

Number of 25p Ordinary shares Expected under option value of Realised Exercised the 2004 Realisable gains on (cancelled/ stock gains at stock Granted lapsed) At Exercise options Dec 31, options At Jan 1, during during Dec 31, price(a) Exercisable Expiry grant(b) 2004(c) exercised 2004 the year the year 2004 £ from date date £ £ £ Shell Transport Malcolm Brinded 37,500 – – 37,500 4.39 11.12.00 10.12.07 – 1,875 – 139,200 – – 139,200 3.63 22.12.01 21.12.08 – 112,752 – 183,750 – – 183,750 5.05 23.03.03 22.03.10 – 0 – 14,000 – – 14,000 5.63 13.11.03 12.11.10 – 0 – 278,200 – (139,100) 139,100 5.52 26.03.04 25.03.11 – 0 – – 800,000 – 800,000 3.99 07.05.07 06.05.14 702,240 – – Sir Mark Moody- Stuart(d) 440,800 – – 440,800 3.63 22.12.01 29.06.06 – 357,048 – 365,250 – – 365,250 5.05 23.03.03 29.06.06 – 0 – Peter Voser – 800,000 – 800,000 4.32 05.11.07 04.11.14 760,320 –

Sir Philip Watts(e) 308,750 – – 308,750 3.63 22.12.01 21.12.08 – 250,088 – 255,750 – – 255,750 5.05 23.03.03 02.03.09 – 0 – 465,000 – (232,500) 232,500 5.52 26.03.04 02.03.09 – 0 – 3,251(f) – (3,251) 0 5.09 01.02.07 31.07.07 – – – 885,000 – – 885,000 5.23 21.03.05 02.03.09 – – – 1,165,000 – – 1,165,000 3.66 19.03.06 02.03.09 – – – Royal Dutch 0 £ Malcolm Brinded 50,000 – – 50,000 62.10 21.03.05 20.03.12 – – – 115,000 – – 115,000 36.81 19.03.06 18.03.13 – – –

Judith Boynton(g) 80,000 – – 80,000 62.02 21.08.04 30.12.09 – 0 – 60,000 – – 60,000 62.10 21.03.05 30.12.09 – – – Royal Dutch $£ Judith Boynton(g) 70,500 – – 70,500 40.64 19.03.04 18.03.13 – 612,036(h) –

The stock options listed above relate to Shell Transport Ordinary shares, with the exception of those stock options held by Malcolm Brinded and Judith Boynton which relate to Royal Dutch Ordinary shares. Other than the UK Sharesave Scheme options, they have a 10-year term and are not exercisable within three years of grant. Of the stock options granted to

295 Executive Directors before 2003, 50% are subject to performance conditions and 50% will vest over time. These performance conditions include TSR and other long-term indicators of Group performance over a three-year period. TSR is measured relative to other major integrated oil companies. 100% of the stock options granted in 2003 and 2004 are subject to performance conditions. The price range of the Shell Transport Ordinary shares during the year was £3.49 to £4.48 and the market price at year-end was £4.44. The stock options listed above for Malcolm Brinded granted to him when a Managing Director of Royal Dutch, and for Judith Boynton, granted to her before she became a Managing Director of Shell Transport, relate to Royal Dutch Ordinary shares and have a 10-year term. The euro-based options are not exercisable within three years of grant; the US-dollar based options vest in equal tranches over three years. The price range of the Royal Dutch Ordinary shares listed at the Euronext Exchange during the year was 036.76 to 043.67 and the market price at year-end was 042.35. The price range of the Royal Dutch Ordinary shares listed at the NYSE during the year was $46.10 to $57.69 and the market price at year- end was $57.38. There were no other changes in the above interests in share options during the period from December 31, 2004 to March 29, 2005.

(a) The exercise price is the average of the opening and closing share prices over a period of five trading days prior to and including the day on which the stock options are granted (no discount). For the US-dollar based options of Judith Boynton, the exercise price is the NYSE closing price on the date of grant (no discount). The exercise price of the UK Sharesave Scheme options is the mid-market price on the day of the launch of the plan in the year concerned. (b) The expected values of the 2004 stock options grants have been calculated on the basis of the Black-Scholes model valuations provided by Towers Perrin and Kepler Associates. The values are unaudited. The expected value is equal to 22% of the face value of the grant. (c) Represents the value of unexercised stock options at the end of the financial year, which is calculated by taking the difference between the exercise price of the option and the fair market value of Shell Transport or Royal Dutch shares, respectively, at December 31, 2004, multiplied by the number of shares under option at December 31, 2004. The actual gain, if any, a Managing Director will realise, will depend on the market price of the Shell Transport or Royal Dutch shares at the time of exercise. (d) Sir Mark Moody-Stuart holds share options relating to his former service with the Group. (e) Upon Sir Philip Watts’ resignation on March 3, 2004, the exercise dates of his options, other than his options held under the UK Sharesave Scheme, remained unchanged if the original expiry date was earlier than five years after this date, and changed to March 2, 2009, if the original expiry date was later than five years after this date. Except for his 2001 performance-linked stock options and his UK Sharesave stock options, his stock options interests did not change between March 3, 2004 and December 31, 2004, as none of them were exercised. Following REMCO’s recommendations all of the performance-linked stock options granted to Managing Directors in March 2001 lapsed on March 26, 2004. Sir Philip Watts did not receive any stock option grants in 2004. (f) These options were held under the UK Sharesave Scheme of The Shell Petroleum Company Limited. Sir Philip Watts’ interests in the UK Sharesave Scheme at March 3, 2004, amounted to 3,251 options. Following his resignation his account was closed on August 27, 2004. The funds, including £170 accumulated interest, were withdrawn. The dates stated in the table reflect the original exercise period. (g) Judith Boynton retains rights to various existing stock options and restricted share grants in accordance with plan rules. Her stock options interests did not change between April 18, 2004 and December 31, 2004, as none of them were exercised. She did not receive any stock option grants in 2004. (h) US dollar converted to sterling at the year-end rate of exchange.

296 Deferred Bonus Plan Market price of deferred Number of bonus deferred bonus, Deferred Matching and Average market dividend and bonus shares matching Dividend price of Total number matching shares shares conditionally shares shares dividend shares Released/ of shares under award as awarded awarded at accrued paid during lapsed under award at during the during the award(b) during the the year during the as at Jan 1, 2004 year(a) year £ year(c) £ year Dec 31, 2004 Shell Transport Ordinary shares Sir Philip Watts(e) 2003 award 124,327 – – 3.66 3,014 3.98(f) (127,341)(g) 0 2002 award 45,803 – – 5.33 1,111 3.98(f) (46,914)(h) 0 Royal Dutch ordinary shares 00 Malcolm Brinded 2003 award 6,718 – 3,359 36.66 433 41.71(d) – 10,510(i) Awards made in 2002 and 2003 refer to the portion of the 2001 and 2002 annual bonus which was deferred in 2002 and 2003, respectively, and the related accrued dividends and matching shares. The 2003 award listed above for Malcolm Brinded was deferred by him when a Managing Director of Royal Dutch and it relates to Royal Dutch ordinary shares. In 2004 there was no opportunity for Malcolm Brinded to defer any of his 2003 bonus into the Deferred Bonus Plan, as no 2003 bonuses were awarded. (a) Representing the proportion of the annual bonus that has been deferred and converted into notional share entitlements (deferred bonus shares), in which there is no beneficial ownership. The value of these deferred bonus shares is also included in the annual bonus figures in the Emoluments of Managing Directors table above. (b) The market price is based on the average share price over a period of five trading days prior to and including the day on which the share awards are made. (c) Representing dividends paid during the year on the number of shares equal to the deferred bonus shares awarded, and also matching shares on those dividend shares. (d) The market price shown is the average at the date of the 2003 final and 2004 interim annual dividends paid during the year: 341.08 and 342.34, respectively. (e) Sir Philip Watts’ accrued bonus and dividend shares were released following his resignation on March 3, 2004. His matching shares (58,085 in total) lapsed. (f) Representing the actual five-days average market price at the date of the 2003 final annual dividends. (g) Comprised of deferred bonus and dividend shares that were released (84,894) and matching shares that lapsed (42,447). The related share price was £4.09. (h) Comprised of deferred bonus and dividend shares that were released (31,276) and matching shares that lapsed (15,638). The related share price was £4.09. (i) During the period January 1, 2005 to March 29, 2005, the total number of shares under award increased by 231 dividend and matching shares as a result of the second 2004 interim dividend pay-out. This results in a total number of shares under award of 10,741.

Long-Term Incentive Plan (LTIP) Expected Performance value shares Released of the 2004 Theoretical conditionally (cancelled/ Market price performance gains as at awarded lapsed) At at date of Start of End of shares Dec 31, At Jan 1, during during the Dec 31, award(a) performance performance award(b) 2004(c) 2004 the year year 2004 £ period period £ £ Shell Transport Ordinary shares Malcolm Brinded 2004 – 353,383 – 353,383 3.99 01.01.04 31.12.06 606,299 – Judith Boynton(d) 2003 266,475 – (266,475) 0 4.09 01.01.03 31.12.05 – – Peter Voser 2004 – 252,314 – 252,314 4.32 01.01.04 31.12.06 468,698 – Sir Philip Watts(e) 2003 427,872 – (427,872) 0 4.09 01.01.03 31.12.05 – – Royal Dutch ordinary shares 0 £ Malcolm Brinded 2003 41,758 – – 41,758 40.95 01.01.03 31.12.05 – 0

100% of the performance shares awarded in 2003 and 2004 are subject to performance conditions.

297 (a) The market price is based on the average of the opening and closing share prices over a period of five trading days prior to and including the day on which the number of shares are determined in accordance with the Plan rules. (b) The expected values of the 2004 performance shares awards have been calculated on the basis of a standard valuation approach provided by Towers Perrin and Kepler Associates. The values are unaudited. The expected value based on this approach is equal to 43% of the face value of the award. (c) Represents the value of the conditional performance shares under the LTIP at the end of the financial year, which is calculated by multiplying the fair market value of Shell Transport or Royal Dutch, respectively, at December 31, 2004, by the number of shares under the LTIP that would vest based on the achievement of performance conditions up to December 31, 2004. (d) Judith Boynton stepped aside as Group Chief Financial Officer and as Group Managing Director and Managing Director of Shell Transport on April 18, 2004. She remained with the Group in an advisory capacity reporting to the Chief Executive Jeroen van der Veer. Ms Boynton left the Group, by mutual agreement, effective December 31, 2004. Long-Term Incentive Plan interests crystallised following the end of employment (not Directorship). None of her 2003 Long-Term Incentive Plan shares awarded in 2003 vested. She did not receive any Long-Term Incentive Plan awards in 2004. As part of her remuneration prior to her appointment as a Shell Transport Managing Director, Judith Boynton received 17,000 conditional Royal Dutch ordinary shares on October 1, 2002; these were paid out to her in cash in January 2005, at a gross value of £552,306. (e) Sir Philip Watts resigned as a Shell Transport Managing Director and as an employee on March 3, 2004. Long-Term Incentive Plan interests crystallised following the end of employment, not Directorship. None of the shares awarded to him in August 2003 under the Long-Term Incentive Plan vested. He did not receive any Long-Term Incentive Plan awards in 2004.

Pensions

£ thousand Accrued pension Transfer values of accrued benefits Increase in accrued pension over Increase the year over Increase over (excluding At Increase the year At the year less inflation) less Dec 31, over (excluding At Dec 31, Dec 31, Director’s Director’s 2004 the year inflation) 2004 2003 contributions contributions Malcolm Brinded(a) 411.25(b) 77.00 65.30 6,219.10 4,525.00 1,656.40 949.80 Judith Boynton(c) 67.71(d) 19.58(e) 17.89(e) 510.43(d) 404.99(d) 143.22(e) 153.93(e) Sir Philip Watts(f) 468.54 20.00 (4.30) 12,691.90 10,007.80 2,675.10 (107.50) Peter Voser(g) 119.42(h) 114.58(i) 114.58(i) 1,130.41(h) 0(h) 18.94(i) 18.94(i)

(a) Malcolm Brinded resigned as a Managing Director of Royal Dutch on March 3, 2004 and was appointed a Managing Director of Shell Transport on the same date. His pension figures reflect 2004 in full, including the period of January 1, 2004 to March 3, 2004, when he was a Royal Dutch Managing Director. (b) As a result of the 2003 valuation of the SOCPF the Actuary requested that a special company contribution should be paid in addition to the usual company monthly contributions, consistently applied to all participants in the SOCPF. The amount stated comprises the basic pension increase and a prorated amount relating to this additional employer contribution. (c) For Judith Boynton, the Company contributed £43,155 based on the quarterly average exchange rate to the Shell Savings Plans, which are defined contribution schemes, during the period January 1, 2004 to December 31, 2004. She left the Group, by mutual agreement, effective 31 December 2004 and in January 2005 withdrew her pension entitlements from the Shell Expatriate Employment US Inc. (SEEUS) Prior Service Pension Plan in the form of a lump sum of £510,435 based on the year-end rate of exchange. (d) US dollar converted to sterling at the year-end rate of exchange. (e) Includes an accrued pension increase and a movement in the exchange rate between the US dollar and sterling over the period disclosed; US dollar converted to sterling at the quarterly average rate of exchange. (f) Sir Philip Watts resigned as a Managing Director of the Company on March 3, 2004. He took a reduced pension to reflect his early retirement following his resignation. He commuted pension of £115,527 per annum in return for a lump sum of £1,621,311. His accrued pension at December 31, 2004, is reflective of this commutation. The stated accrued pension increase over the year figures do not take into account this commutation. (g) Peter Voser became a member of the Shell Swiss Expatriate Pension Fund (SSEPF) on October 4, 2004. His accrued rights from his previous employer have been transferred into the fund and are included in his accrued pension at December 31, 2004. The transfer value of the accrued benefits transferred from Peter Voser’s previous employer are treated as a Director’s contribution and therefore excluded from the transfer values of increases of accrued benefits over the year. Additional funding will be provided by the Company in 2005 such that pension benefits under the SSEPF are available to him will be equivalent to the pension benefit which would have been available to him under the SSEPF had he been a continuous active member of the SSEPF since January 1

298 following his 24th birthday to the date of him joining the SSEPF. The additional funding will amount to a lump sum of £1.57 million to be paid to the SSEPF in 2005 (Swiss franc converted to sterling at the year-end rate of exchange to achieve a sterling equivalent of CHF 3.43 million). (h) Swiss franc converted to sterling at the year-end rate of exchange. (i) Includes an accrued pension increase and a movement in the exchange rate between the Swiss franc and sterling over the period disclosed; Swiss franc converted to sterling at the quarterly average rate of exchange.

Remuneration of non-executive Directors £ 2004 2003 2002 Teymour Alireza 65,000 63,500 45,375 Sir Peter Burt 50,000 50,000 21,795 Dr Eileen Buttle 52,500 50,000 39,375 Luis Giusti 69,500 63,500 45,375 Nina Henderson 65,000 63,500 45,375 Sir Peter Job 50,000 50,000 39,375 Lord Kerr of Kinlochard 50,000 50,000 21,795 Sir Mark Moody-Stuarta 68,982 69,170 57,689 Lord Oxburghb 133,134 55,000 42,800

The information in this table is subject to audit. (a) Sir Mark Moody-Stuart received fees from the Group Holding Companies in respect of duties performed by him as Director of these companies in 2004, 2003 and 2002; they amounted to £18,982, £19,170 and £18,314, respectively. (b) Lord Oxburgh received fees from the Group Holding Companies in respect of duties performed by him as Chairman of the Conference in 2004; they amounted to £41,123. The costs of this fee are borne equally by the Group Holding Companies.

299 14 Reconciliation between US GAAP and UK GAAP On a UK GAAP basis, net income is represented by ‘‘Distributable Proﬁt’’; however, on a US GAAP basis the net income equivalent would be ‘‘Earnings attributable to shareholders’’ adjusted for US GAAP differences.

pence £ million earnings per share Net income Net assets 31 December 2004 2003 2002 2004 2003 2002 31 December 2003 As restated As restated As restated As restated 2004 As restated In accordance with UK GAAP 18.3 14.3 14.6 1,735.5 1,362.4 1,404.0 17,664.5 16,481.5 add: Share of earnings retained by companies of the Royal Dutch/Shell Group 23.2 16.5 11.9 2,203.8 1,576.7 1,140.7 Earnings for year attributable to shareholders 41.5 30.8 26.5 3,939.3 2,939.1 2,544.7 Adjustments for US GAAP: Ordinary dividend proposed 1,029.9 932.9 Amortisation of goodwill (see i below) 0.4 0.4 0.4 36.7 42.0 33.3 94.2 64.4 Retirement obligation accounting policy change (see ii below) — 0.7 — — 64.1 — — — Impairments (see iii below) 1.1 — — 99.9 — — 94.4 — Reversal of impairments (see iv below) (1.1) — — (102.9) — — (97.3) — In accordance with US GAAP 41.9 31.9 26.9 3,973.0 3,045.2 2,578.0 18,785.7 17,478.8

less: Interest and other income less expenses and tax of Shell Transport (0.1) (0.9) (0.8) less: Net current assets excluding ordinary dividend proposed of Shell Transport (1,159.2) (1,213.8) less: Other ﬁxed assets investments of Shell Transport (82.6) — Share in net income and net assets in companies of the Royal Dutch/Shell Group (US GAAP) 3,972.9 3,044.3 2,577.2 17,543.9 16,265.0

Exchange rate (£/$) 0.55 0.62 0.67 0.52 0.56 Share in net income and net assets in companies of the Royal Dutch/Shell Group (US GAAP) (see Note 30 of Part XIII of these Listing Particulars) 7,273 4,926 3,862 33,830 28,999

The table above reconciles Shell Transport’s net income and net assets under UK GAAP to US GAAP. In addition, the table shows the adjustments necessary to reconcile Shell Transport’s net income and net assets under US GAAP to its 40% share of Group net income and net assets (as shown in Note 30 of Part XIII of these Listing Particulars). These adjustments consist of the elimination of Parent Company net assets and net income, which are not included in the net assets or net income of the Royal Dutch/Shell Group of Companies, and currency translation.

300 Under UK GAAP Shell Transport, as a Parent Company with no subsidiaries, accounts for its share of earnings in the Group on a dividend receivable basis in its proﬁt and loss account. Its investment in the Group is at a directors’ valuation based on 40% of the net assets of the Group, as presented in the Group Financial Information in accordance with Netherlands GAAP included in Part XIII of these Listing Particulars. This is not in accordance with US GAAP which, in the circumstances of Shell Transport, would require equity accounting.

In addition under UK GAAP dividends are recorded in the year in respect of which they are declared (in the case of interim dividends) or proposed by the board of directors to the shareholders (in the case of ﬁnal dividends). US GAAP requires dividends to be recorded in the period in which they are declared. The reconciliation between US GAAP and UK GAAP for 2003 in the table above has been updated for this item, which increases the US GAAP net assets in previously issued ﬁnancial statements of £16,624.5 million by £932.9 million. The dividend adjustment has no impact on net income for 2004 (2003: nil). In addition, the net assets of 2003 both under UK GAAP and US GAAP have reduced by £78.6 million and net income under US GAAP has reduced by £35.5 million in respect of the Second Financial Restatement as detailed in Note 3.

The adjustment to net income and earnings per share represents the impact on net income for Shell Transport if the equity method of accounting was applied incorporating Shell Transport’s share of net income of Group companies on a US GAAP basis. This includes: i) an adjustment to Shell Transport’s share of net income of Group companies for the amortisation of goodwill. Under US GAAP goodwill is not amortised but is tested for impairment annually or when certain events occur that indicate potential impairment. Under Netherlands GAAP, goodwill is amortised on a straight-line basis over its estimated useful economic life, which is assumed not to exceed 20 years unless there are grounds to rebut this assumption; ii) an adjustment to Shell Transport’s share of net income of Group companies in relation to asset retirement obligations. Under US GAAP, a change in accounting for asset retirement obligations in 2003, was accounted for prospectively, with the cumulative effect of the change at the beginning of 2003 being reflected in 2003 net income. This change in accounting was also made under Netherlands GAAP. However, the cumulative effect of the change under Netherlands GAAP was reported as an adjustment to the opening balance of net assets and, due to the absence of comparative data, net income for prior years was not restated. iii) an adjustment to Shell Transport’s share of net income of Group companies in relation to impairment. Under US GAAP, only if an asset’s estimated undiscounted future cash flows are below its carrying amount is a determination required of the amount of any impairment based on discounted cash flows. Netherlands GAAP has no undiscounted test. iv) an adjustment to Shell Transport’s share of net income of Group companies in relation to recoverability of assets. Under US GAAP reversals of impairments are not permitted. Under Netherlands GAAP, a favourable change in the circumstances which resulted in an impairment would trigger the requirement for a redetermination of the amount of the impairment and any reversal is recognised in income.

The adjustment to net assets represents the effect of adopting equity accounting on a US GAAP basis and of recording dividends in the period in which they are declared as required by US GAAP.

301 40% interest of Shell Transport in line items as derived from the Netherlands GAAP Group Financial Information

£ million $ million Balance Sheet 2004: Current assets 12,829.6 24,739 Non current assets 27,053.6 52,167 Current liabilities (12,584.3) (24,266) Non current liabilities (8,744.9) (16,862) Minority interests in Group companies (40% of Group amount translated at year end rate) (1,101.4) (2,124) Shell Transport share of Group net assets 17,452.6 33,654

Other assets and liabilities of Shell Transport 211.9 Net Assets 17,664.5

2003 (as restated): Current assets 9,784.5 17,444 Non current assets 28,192.8 50,264 Current liabilities (12,210.7) (21,769) Non current liabilities (8,799.8) (15,689) Minority interests in Group companies (40% of Group amount translated at year end rate) (766.2) (1,366) Shell Transport share of Group net assets 16,200.6 28,884

Other assets and liabilities of Shell Transport 280.9 Net Assets 16,481.5

Profit and Loss account 2004: Sales proceeds (Revenue) 73,742.4 135,009 Operating profit 6,920.2 12,670 Income from continuing operations 3,598.4 6,588 Income from discontinued operations, net of tax 340.8 624 Net income for the year 3,939.2 7,212 Distribution for the year 1,735.4 3,196 2003 (as restated): Sales proceeds (Revenue) 65,205.3 105,556 Operating profit 5,227.5 8,462 Income from continuing operations 2,932.0 4,746 Income from discontinued operations, net of tax 6.2 10 Net income for the year 2,938.2 4,756 Distribution for the year 1,361.5 2,264 2002 (as restated): Sales proceeds (Revenue) 58,232.8 87,315 Operating profit 4,732.3 7,096 Income from continuing operations 2,494.0 3,739 Income from discontinued operations, net of tax 49.9 75 Net income for the year 2,543.9 3,814 Distribution for the year 1,403.2 2,174

15 Contingencies and litigation In connection with the recategorisation of certain hydrocarbon reserves that occurred in 2004, a number of putative shareholder class actions were ﬁled against Royal Dutch, Shell Transport, Managing Directors of Royal Dutch during the class period, Managing Directors of Shell Transport during the class period and the external auditors for Royal Dutch, Shell Transport and the Group. These actions were consolidated in the United States District Court in New Jersey and a consolidated complaint was ﬁled in September 2004. The parties are awaiting a decision with respect to defendants’ motions to dismiss asserting lack of jurisdiction with respect to the claims of non-United States shareholders who purchased on non-United States securities exchanges and failure to state a claim. Merits discovery has not begun. The case is at an early stage and subject to substantial uncertainties concerning the outcome of the material factual and

302 legal issues relating to the litigation, including the pending motions to dismiss on lack of jurisdiction and failure to state a claim. In addition, potential damages, if any, in a fully litigated securities class action would depend on the losses caused by the alleged wrongful conduct that would be demonstrated by individual class members in their purchases and sales of Royal Dutch and Shell Transport shares during the relevant class period. Accordingly, based on the current status of the litigation, management of Shell Transport is unable to estimate a range of possible losses or any minimum loss. Management of Shell Transport will review this determination as the litigation progresses. Also in connection with the hydrocarbon reserves recategorisation, putative shareholder class actions were filed on behalf of participants in various Shell Oil Company qualified plans alleging that Royal Dutch, Shell Transport and various current and former officers and directors breached various fiduciary duties to employee participants imposed by the Employee Retirement Income Security Act of 1974 (‘‘ERISA’’). These suits were consolidated in the United States District Court in New Jersey and a consolidated class action complaint was filed in July 2004. Defendants’ motions to dismiss have been fully briefed. Some document discovery has taken place. The case is at an early stage and subject to substantial uncertainties concerning the outcome of the material factual and legal issues relating to the litigation, including the pending motion to dismiss and the legal uncertainties with respect to the methodology for calculating damage, if any, should defendants become subject to an adverse judgment. The Group is in settlement discussions with counsel for plaintiffs, which it hopes will lead to a successful resolution of the case without the need for further litigation. No financial provisions have been taken with respect to the ERISA litigation. The reserves recategorisation also led to the filing of shareholder derivative actions in June 2004. The four suits pending in New York state court, New York federal court and New Jersey federal court demand Group management and structural changes and seek unspecified damages from current and former members of the boards of directors of Royal Dutch and Shell Transport. The suits are in preliminary stages and no responses are yet due from defendants. Because any money ‘‘damages’’ in the derivative actions would be paid to Royal Dutch and Shell Transport, management of Shell Transport does not believe that the resolution of these suits will have a material adverse effect on Shell Transport’s financial condition or operating results. The United States Securities and Exchange Commission (SEC) and UK Financial Services Authority (FSA) issued formal orders of private investigation in relation to the reserves recategorisation which Royal Dutch and Shell Transport resolved by reaching agreements with the SEC and the FSA. In connection with the agreement with the SEC, Royal Dutch and Shell Transport consented, without admitting or denying the SEC’s findings or conclusions, to an administrative order finding that Royal Dutch and Shell Transport violated, and requiring Royal Dutch and Shell Transport to cease and desist from future violations of, the antifraud, reporting, recordkeeping and internal control provisions of the US Federal securities laws and related SEC rules, agreed to pay a $120 million civil penalty and has undertaken to spend an additional $5 million developing a comprehensive internal compliance program. In connection with the agreement with the FSA, Royal Dutch and Shell Transport agreed, without admitting or denying the FSA’s findings or conclusions, to the entry of a Final Notice by the FSA finding that Royal Dutch and Shell Transport breached market abuse provisions of the UK’s Financial Services and Markets Act 2000 and the Listing Rules made under it and agreed to pay a penalty of £17 million. The penalties from the SEC and FSA and the additional amount to develop a comprehensive internal compliance program have been paid by Group companies and fully included in the Income Statement of the Group. The United States Department of Justice has commenced a criminal investigation, and Euronext Amsterdam, the Dutch Authority Financial Markets and the California Department of Corporations are investigating the issues related to the reserves recategorisation. Management of Shell Transport cannot currently predict the manner and timing of the resolution of these pending matters and is currently unable to estimate the range of reasonably possible losses from such matters.

303 Group companies are subject to a number of other loss contingencies arising out of litigation and claims brought by governmental and private parties, which are handled in the ordinary course of business. The operations and earnings of Group companies continue, from time to time, to be affected to varying degrees by political, legislative, ﬁscal and regulatory developments, including those relating to the protection of the environment and indigenous people, in the countries in which they operate. The industries in which Group companies are engaged are also subject to physical risks of various types. The nature and frequency of these developments and events, not all of which are covered by insurance, as well as their effect on future operations and earnings, are unpredictable.

304 PART XVI

UNAUDITED CONDENSED INTERIM FINANCIAL INFORMATION RELATING TO ROYAL DUTCH SHELL, THE ROYAL DUTCH/SHELL GROUP, ROYAL DUTCH AND SHELL TRANSPORT

A1/20.6.1 The ﬁnancial information contained in this Part XVI has been prepared in accordance with accounting 3.03(a) A1/20.3 policies which are in accordance with the recognition and measurement requirements of those 3.03(b) A1/20.6.2 International Financial Reporting Standards and International Financial Reporting Interpretations 6.E.7(a) Committee interpretations issued by the International Accounting Standards Board that are effective or 6.E.7(b) will be early adopted at 31 December 2005.

The ﬁnancial information relating to the Royal Dutch/Shell Group, Royal Dutch and Shell Transport has been extracted, without material adjustment, from information furnished to the SEC on Form 6-K on 9 May 2005.

1. UNAUDITED FIRST QUARTER 2005 FINANCIAL REPORT RELATING TO ROYAL DUTCH SHELL The following is the unaudited ﬁrst quarter 2005 ﬁnancial report relating to Royal Dutch Shell:

Operating and Financial Review for First Quarter 2005

Royal Dutch Shell has no operating activity. Income for the ﬁrst quarter 2005 was $1,333,464, which arose principally from interest earned on cash deposits, offset by tax and minimal administrative expenses. In the one month ended 31 March 2004, a loss of $953 was made. It is proposed that Royal Dutch Shell will become the new parent company for the Royal Dutch/Shell Group of Companies pursuant to an exchange offer being made by Royal Dutch Shell for all the ordinary shares of Royal Dutch Petroleum Company and a scheme of arrangement under section 425 of the UK Companies Act 1985 between Shell Transport and its ordinary shareholders. Following such proposed transaction, Royal Dutch Shell will receive dividends arising from the Royal Dutch/Shell Group’s operations.

STATEMENT OF INCOME

Presented under IFRS

US $ Three months One month ended ended 31 March 31 March 2005 2004 Administrative expenses (383) (76) Net ﬁnance income/(costs) 1,930,134 (877) Income/(loss) before taxation 1,929,751 (953) Taxation (596,287) — Income/(loss) for the period attributable to equity holders 1,333,464 (953)

Basic earnings per £1 ordinary share (see note 6) 66.67 (0.07) Diluted earnings per £1 ordinary share (see note 6) 66.67 (0.07)

305 UNAUDITED CONDENSED INTERIM FINANCIAL REPORT BALANCE SHEET

Presented under IFRS

US $ 31 March 31 December 31 March 2005 2004 2004 ASSETS Current assets Other receivables 63,404 434,520 154 Investments — available for sale 1,468 — — Investments — 1,544 1,522 Cash and cash equivalents 385,443,358 403,219,208 24,390 Total current assets 385,508,230 403,655,272 26,066 Total assets 385,508,230 403,655,272 26,066

LIABILITIES Current liabilities Accounts payable and accrued liabilities 6,940,881 6,675,977 1,253 Total current liabilities 6,940,881 6,675,977 1,253 Total liabilities 6,940,881 6,675,977 1,253 EQUITY Issued capital 366,451,001 366,451,001 21,042 Cumulative currency translation differences 10,019,806 29,765,216 5,048 Retained earnings 2,096,542 763,078 (1,277) Total equity 378,567,349 396,979,295 24,813 Total liabilities and equity 385,508,230 403,655,272 26,066

306 UNAUDITED CONDENSED INTERIM FINANCIAL REPORT STATEMENT OF CHANGES IN EQUITY

Presented under IFRS

US $ Cumulative currency translation Retained Issued capital differences earnings Total equity At 1 January 2005 366,451,001 29,765,216 763,078 396,979,295

Net income for the ﬁrst quarter — — 1,333,464 1,333,464 Currency translation differences — (19,745,410) — (19,745,410) Total recognised (expense)/income for the period — (19,745,410) 1,333,464 (18,411,946) At 31 March 2005 366,451,001 10,019,806 2,096,542 378,567,349

US $ Cumulative currency translation Retained Issued capital differences earnings Total equity At 29 February 2004 21,042 3,213 (324) 23,931

Net income/(loss) for the period — — (953) (953) Currency translation differences — 1,835 — 1,835 Total recognised income/(expense) for the period — 1,835 (953) 882 At 31 March 2004 21,042 5,048 (1,277) 24,813

307 UNAUDITED CONDENSED INTERIM FINANCIAL REPORT STATEMENT OF CASH FLOWS

Presented Under IFRS

US $ Three months One month ended ended 31 March 31 March 2005 2004 Cash flow from operating activities: Income/(loss) for the period 1,333,464 (953) Adjustment for: Taxation accrued 596,287 — Foreign exchange gain (unrealised) 5,305 893 Interest income (1,935,439) (11) Decrease in net working capital —71 Cash flow from operating activities (383) — Cash flow from investing activities: Interest received 2,289,192 11 Cash flow from investing activities 2,289,192 11 Currency translation differences relating to cash and cash equivalents (20,064,659) 871 (Decrease)/increase in cash and cash equivalents (17,775,850) 882 Cash and cash equivalents at beginning of period 403,219,208 23,508 Cash and cash equivalents at end of period 385,443,358 24,390

308 UNAUDITED CONDENSED INTERIM FINANCIAL REPORT NOTES TO THE CONDENSED INTERIM FINANCIAL REPORT

1. General information Royal Dutch Shell plc (the Company or Royal Dutch Shell) has not engaged in any operational activities since its incorporation. The Company has only borne the costs of administration expenses, acquired investments and issued share capital. The Company is a 100% subsidiary of Shell RDS Holding B.V., a company owned equally by Royal Dutch Petroleum Company (N.V. Koninklijke Nederlandsche Petroleum Maatschappij) (Royal Dutch) and The ‘‘Shell’’ Transport and Trading Company, p.l.c. (Shell Transport). The Condensed Interim Financial Report was authorised for issue by the Board of Directors on 16 May 2005 and should be read in conjunction with the accounts of the Company for the period ended 31 December 2004.

2. Basis of preparation The First Quarter Condensed Interim Financial Report of Royal Dutch Shell has been prepared in accordance with IAS 34 Interim Financial Reporting and with the policies set out in Note 3. These are the policies which the Company expects to apply in its first annual financial statements under International Financial Reporting Standards (IFRS) for the year ending 31 December 2005. The policies are in accordance with the recognition and measurement requirements of those IFRS and International Financial Reporting Interpretations Committee (IFRIC) interpretations issued by the International Accounting Standards Board that are effective or will be early adopted by the Company at 31 December 2005. The policies are also in accordance with accounting standards adopted for use in the European Union (which are based on IFRS and IFRIC interpretations). The financial information for the period ended December 31, 2004 does not constitute statutory accounts. A copy of the statutory accounts for that period has been delivered to the Registrar of Companies. The auditors’ report on those accounts is unqualified and did not contain a statement under Section 237(2) or (3) of the Companies Act 1985. The Company’s date of transition to IFRS is 29 February 2004. In 2004 the Company changed its reporting date from 28 February to 31 December and therefore, the comparative period disclosed in the Statement of Income, Statement of Changes in Equity and Statement of Cash Flows is for one month only. This represents the Company’s first application of IFRS and the accounting policies are set out in Note 3 below. Accounts for 2004 were prepared in accordance with United Kingdom Generally Accepted Accounting Principles (UK GAAP); accounting policies were set out in Note 1 in those accounts. UK GAAP differs in certain respects from IFRS and comparative figures for 2004 have been restated as necessary in accordance with IFRS. Reconciliations and descriptions of the effect of the transition from UK GAAP to IFRS on the Company’s total equity, its income for the period attributable to equity holders and cash flows are given in Note 4 including a description of the nature of the changes in accounting policies. The policies have been consistently applied to all the periods presented except for those relating to the classification and measurement of financial instruments to the extent that IFRS differs from UK GAAP. The Company has taken the exemption available under IFRS 1 First-time Adoption of International Reporting Standards to only apply IAS 32 and IAS 39 from 1 January 2005 and the impact on transition is described in Note 5. The Condensed Interim Financial Report has been prepared under the historical cost convention except that available for sale investments are stated at their fair value. The preparation of interim financial information in conformity with IFRS requires the use of certain accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. Actual results could differ from these estimates.

309 UNAUDITED CONDENSED INTERIM FINANCIAL REPORT

3. Accounting policies

Foreign currency translation The functional currency of the Company for the three months ended 31 March 2005 and one month ended 31 March 2004 is the euro. The Company has had a limited number of transactions in the period but its net assets are predominately euro denominated. Income and expense items denominated in currencies other than the functional currency are translated into the functional currency at the rate ruling on their transaction date. Monetary assets and liabilities recorded in currencies other than the functional currency have been expressed in the functional currency at the rates of exchange ruling at the respective balance sheet dates. Differences on translation are included in the statement of income. Share capital issued in currencies other than in the functional currency is translated into the functional currency at the exchange rate as at the date of issue.

Presentation currency The Company’s presentation currency for each of the periods is US dollars. The results of the Royal Dutch/Shell Group are presented in US dollars in the Annual Report and Accounts of Royal Dutch and Shell Transport. As the intended parent company of the Royal Dutch/Shell Group, the Directors of the Company, having considered the requirements to select the most appropriate accounting policies and presentation of results, have concluded that it is appropriate that the presentation currency of the Company is US dollars to enable relevance, comparability and understandibility of the accounts to existing Royal Dutch and Shell Transport shareholders. Assets and liabilities for each balance sheet presented are translated from the functional currency into US dollars using the closing rate at the date of the balance sheet. Income, expenses and cash ﬂows recognised in the period are translated at an average US dollar exchange rate for the period. Resulting exchange differences are reﬂected as currency translation differences in the statement of changes in equity and are included in cumulative currency translation differences. Share capital is recorded at the historical rate on the date of issue and is not re-translated at each subsequent balance sheet date. The applicable exchange rates compared to the US dollar for each period are as follows:

Euro Pound Sterling Average Period End Average Period End Three months ended 31 March 2005 0.7625 0.7716 0.5289 0.5320 At 31 December 2004 N/a 0.7333 N/a 0.5186 One month ended 31 March 2004 0.8150 0.8170 0.5473 0.5448

Taxation The Company is tax resident in the Netherlands. The Company records a tax charge or credit in the statement of income calculated at the tax rate prevailing in the year for tax payable to the Netherlands tax authorities.

Deferred tax Deferred tax is provided using the liability method of accounting for income taxes based on provisions of enacted or substantively enacted laws. Recognition is given to deferred tax assets and liabilities for the expected future tax consequences of events that have been recognised in the Condensed Interim Financial Report or in the tax returns (temporary differences); deferred tax is not generally provided on initial recognition of an asset or liability in a transaction that, at

310 UNAUDITED CONDENSED INTERIM FINANCIAL REPORT

the time of the transaction, affects neither accounting nor taxable proﬁt. In estimating these tax consequences, consideration is given to expected future events. Deferred tax assets are recognised where future recovery is probable.

Investments The Company adopted IAS 32 and IAS 39 with effect from 1 January 2005 and therefore, accounted for investments until the end of 2004 under UK GAAP. Information for 2004 has not been restated and the impact on transition is described below.

From 29 February 2004 to 31 December 2004 Securities are stated at cost adjusted by the amortisation of premiums or the accrual of discounts, as appropriate, over periods to maturity. Provisions are made to reduce the carrying value of investments to their net realisable value when the net book value exceeds the net realisable value.

From 1 January 2005 Securities classiﬁed by the Company as available for sale are stated at fair value with any resultant gain or loss being recognised directly in equity.

Cash and cash equivalents Cash and cash equivalents comprises cash balances and short-term rolling deposits with Shell Treasury Centre Limited, an entity within the Royal Dutch/Shell Group.

Finance income and ﬁnance costs Net ﬁnance income/(costs) comprises interest received on funds invested and foreign exchange gains and losses. Interest is recognised in the statement of income as it accrues, using the effective interest method.

New accounting standards and interpretations IFRS is currently being applied in Europe and in other parts of the world simultaneously for the first time. Furthermore, due to a number of new and revised standards included within the body of Standards that comprise IFRS, there is not yet a significant body of established practice on which to draw in forming judgements regarding interpretation and application. Accordingly, practice is continuing to evolve and the full financial effect of reporting under IFRS as it will be applied and reported on in the Company’s first IFRS financial statements cannot be determined with certainty at this stage.

4. Reconciliation from UK GAAP to IFRS Royal Dutch Shell prepared its previously published financial statements for the ten months ended 31 December 2004 in accordance with UK GAAP. The analysis below provides a reconciliation of total equity, income for the period attributable to equity holders and cash flows as reported under UK GAAP as at and for the period ended 31 December 2004 to the total equity, income for the period attributable to equity holders and cash flows under IFRS as at and for the period ended 31 December 2004 and as reported in this Condensed Interim Financial Report. A reconciliation of total equity under UK GAAP to IFRS at 29 February 2004, the transition date is also provided.

(a) Reconciliation of equity There was no difference between total equity measured under UK GAAP and IFRS at 29 February 2004, the transition date.

311 UNAUDITED CONDENSED INTERIM FINANCIAL REPORT

There was no difference between total equity measured under UK GAAP and IFRS at 31 December 2004. However, there are certain reclassifications of items within the balance sheet as a result of adopting IFRS: ) Under UK GAAP short-term deposits with a related party amounting to US $391,248,471 were classified as investments within current assets, under IFRS these have been classified as cash and cash equivalents. ) UK GAAP includes a concept of allocating shareholders’ funds (total equity) between equity and non-equity interests. As a result of this the Euro Deferred Shares of the Company were classified as non-equity within shareholders funds under UK GAAP. Under IFRS no such concept exists and the Euro Deferred Shares are classified along with the other classes of shares as part of total equity.

(b) Reconciliation of income for the period attributable to equity notes There was no difference between income for the period attributable to equity holders measured under UK GAAP and IFRS for the 10 months ended 31 December 2004.

(c) Reconciliation of cash flows Cash and cash equivalents includes short-term deposits of US $361,421,048 under IFRS, whereas under UK GAAP the same has been included in the management of liquid resources category. There are no other material differences between the statement of cash flows presented under IFRS and the statement of cash flows presented under UK GAAP for the 10 months ended 31 December 2004.

5. Effect of adopting IAS 32 and IAS 39 The Company took the exemption not to restate its comparative information for IAS 32 and IAS 39. It therefore, adopted IAS 32 and IAS 39 on 1 January 2005. In accordance with IAS 32 investments have been classiﬁed as available for sale and valued at fair value with any resultant gain or loss being recognised directly in equity. Under UK GAAP, the investment was shown at cost. There was no impact as a result of the change from measuring at fair value as opposed to cost.

6. Earnings per share The basic earnings per share for the three months ended 31 March 2005 and the one month ended 31 March 2004 was based on the income for the period attributable to equity holders and the weighted average number of ordinary shares outstanding during the period of 20,000 (2004: 13,301). There is no difference between the basic and diluted earnings per share.

7. Related party transactions The Company invested in short-term deposits with Shell Treasury Centre Limited, an entity within the Royal Dutch/Shell Group. The Company earned interest on these deposits of 01,475,538 (US $1,935,346) in the three month period ended 31 March 2005 (one month period ended 31 March 2004 0nil (US $nil)). At 31 March 2005 the balance outstanding with Shell Treasury Centre Limited was US $374,067,228 (made up of 0288,594,718 and £37,453) plus interest accrued of US $63,404 (048,905 and £14). These balances are shown within cash and cash equivalents and other receivables respectively. Interest on the euro deposit is earned at Euribor less 0.0625% and on the pound sterling deposit at LIBOR less 0.125%. Interest earned is added to the principal amount outstanding at each

312 UNAUDITED CONDENSED INTERIM FINANCIAL REPORT

maturity date. The deposits mature and are rolled over on a monthly basis. The deposits can be withdrawn prior to maturity but this will incur a breakage cost based on prevailing market interest rates. In the one month ended 31 March 2004 administrative expenses of US $76 were settled by the then shareholder, BFT Nederland B.V.. At 31 March 2005, a balance of US $5,645,574 (04,356,408) was owed to Shell Petroleum N.V., an entity within the Royal Dutch/Shell Group.

8. Subsequent events On 28 October 2004, the Royal Dutch Boards and the Shell Transport Board announced that they had unanimously agreed to propose to shareholders the unification of Royal Dutch and Shell Transport under a single parent company, Royal Dutch Shell plc. On 18 May 2005, the Company, Royal Dutch and Shell Transport entered into an agreement which governs the implementation of the proposed transaction (the Transaction) pursuant to which the Company will become the parent company of Royal Dutch and Shell Transport through: ) an exchange offer being made by the Company for all the Royal Dutch ordinary shares (the Royal Dutch Offer); and ) a scheme of arrangement under section 425 of the UK Companies Act 1985 between Shell Transport and its ordinary shareholders (the Scheme). The terms of the Transaction reflect the current 60:40 ownership of the Royal Dutch/Shell Group by Royal Dutch and Shell Transport. The Transaction seeks to ensure that Royal Dutch Shareholders, Shell Transport Ordinary Shareholders, holders of Shell Transport Bearer Warrants and holders of Shell Transport ADRs are offered Royal Dutch Shell Shares or Royal Dutch Shell ADRs representing the equivalent economic interest in the RDS Group following implementation of the Transaction as their existing shares or ADRs represent in the Royal Dutch/Shell Group. Royal Dutch Shell will have two classes of ordinary shares, Class A Shares and Class B Shares. Royal Dutch Shareholders are being offered Class A Shares (other than holders of Royal Dutch New York Registered Shares who are being offered Class A ADRs) under the Royal Dutch Offer. Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants are being offered Class B Shares under the Scheme and holders of Shell Transport ADRs are being offered Class B ADRs. The Class A Shares and the Class B Shares will have identical rights except in relation to the Dividend Access Mechanism by which dividends having a UK source are intended to be paid to the holders of Class B Shares. The Dividend Access Mechanism seeks to preserve the current tax treatment of dividends paid to Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants. On 27 April 2005, the directors resolved to redeem, with immediate effect, 9,760,000 euro deferred shares for 00.01 in total, in accordance with the rights attaching to those shares. On 12 May 2005, the authorised share capital of the Company was increased to £50,000 and 0700,000,000 by the creation of 600,000 Class A Shares of 00.07 each, 2,759,360,000 Class B Shares of 00.07 each and 2,740,040,000 unclassified shares of 00.07 each (to be classified as Class A Shares or Class B Shares upon allotment at the discretion of the directors) and an ordinary resolution was passed authorising the directors to allot relevant securities (as defined in section 80 of the Companies Act 1985) up to an aggregate nominal amount of 0193,155,200 in connection with the Scheme. In addition 360,960,000 unissued Euro Deferred shares were re-

313 UNAUDITED CONDENSED INTERIM FINANCIAL REPORT classified as unclassified shares (to be classified as Class A Shares or Class B Shares at the discretion of the Royal Dutch Shell directors). On 13 May 2005, the directors resolved to allot, conditional upon the Scheme becoming effective, Class B Shares up to an aggregate nominal value of 0193,155,200 to Relevant Holders (as that term is defined in the Scheme) in accordance with the terms of the Scheme. Also on 13 May 2005: ) a special resolution was passed conditional on the Royal Dutch Offer being declared unconditional (gestand wordt gedaan) in all respects: — re-classifying as Class A Shares, immediately upon the Royal Dutch Offer being declared unconditional (gestand wordt gedaan) in all respects, such number of issued euro deferred shares as is equal to the number of Royal Dutch Shares validly tendered in the Royal Dutch Offer acceptance period multiplied by two; — re-classifying as Class A Shares, on each occasion that Royal Dutch Shares are validly tendered to the Royal Dutch Offer in the subsequent acceptance period (if any), such number of issued euro deferred shares as is equal to that number of Royal Dutch Shares so tendered multiplied by two; and — re-classifying as Class A Shares, on each occasion that Royal Dutch Shares are offered to Royal Dutch Shell for exchange into Class A Shares after the later of the expiry of the Royal Dutch Offer acceptance period and the expiry of the subsequent acceptance period (if any) but at the absolute discretion of the Royal Dutch Shell directors (and subject to applicable law), such number of issued euro deferred shares as is equal to that number of Royal Dutch Shares so offered multiplied by two; and ) a special resolution was passed, conditional upon Completion, reclassifying the sterling ordinary shares of Royal Dutch Shell as Sterling deferred shares. There have been no other circumstances or events subsequent to the period end which require adjustment of or disclosure in the Condensed Interim Financial Report or in the notes thereto.

314 2. UNAUDITED FIRST QUARTER 2005 FINANCIAL REPORT RELATING TO THE ROYAL DUTCH/SHELL GROUP. The following is the unaudited ﬁrst quarter 2005 ﬁnancial information relating to the Royal Dutch/Shell Group:

Operational and Financial Review for First Quarter 2005

$ million Three months Three months ended ended 31 March 31 March 2005 2004 Income from continuing operations 7,018 4,827 Income from discontinued operations (214) 20 Income for the period 6,804 4,847 Attributable to minority interests 131 145 Income attributable to Parent Companies 6,673 4,702

The Group’s income for first quarter 2005 was $6,673 million, an increase of 42% from the comparative period in 2004, reflecting higher hydrocarbon realisations, strong LNG earnings and higher earnings in Oil Products and Chemicals. Income in the first quarter 2005 included net gains of $220 million, mainly from divestments partly offset by certain charges, compared with a net gain of $490 million in 2004. Exploration & Production segment earnings of $2,955 million were 9% higher than a year ago ($2,707 million) mainly reflecting higher realised prices partly offset by lower volumes and higher costs including exploration and depreciation. Segment earnings in the first quarter 2005 included charges of $41 million (mainly from divestment gains of $82 million which were more than offset by a $172 million charge for marking-to-market certain gas supply contracts in the UK), compared with net gains of $245 million in the first quarter of 2004. Excluding these charges and net gains, segment earnings were 22% higher than a year ago. Liquids realisations were 44% higher than a year ago, compared to an increase in Brent of 49% and WTI of around 41%. Outside the USA, gas realisations increased by 29%. In the USA gas realisations increased by 18%, compared to an increase in Henry Hub of 14%. Hydrocarbon production for the first quarter 2005 was 3,847 thousand boe per day. Excluding the impact of divestments of 18 thousand boe per day and the end of a Middle East gas contract of 100 thousand boe per day, total production was 2% lower than the same quarter last year, reflecting a 7% decrease in oil production and a 4% increase in gas production. Production benefited from new fields mainly in the UK and the USA and the ramp-up of production in the USA totalling some 183 thousand boe per day versus a year ago. New production volumes exceeded field declines of approximately 147 thousand boe per day, mainly in the USA, Norway and Oman. This net increase was more than offset by operational issues totalling some 100 thousand boe per day, mainly in the UK North Sea, compared to a year ago. Gas & Power segment earnings were $476 million, including gains of $48 million mainly from divestments, compared to $522 million a year ago, which included divestment gains of $166 million. Earnings were helped by record LNG volumes (up 15%) and higher LNG prices and increased by 17% excluding the effect of divestments. Oil Products segment earnings were $3,051 million compared to $1,573 million for the first quarter of 2004. Results included net gains of $427 million mainly from divestments versus a net gain of some $100 million a year ago. Higher earnings due to increased refining margins (benefiting from wide light heavy crude differentials particularly in the USA, and in Europe from middle distillates strength) were partially offset mainly by the impact of lower retail marketing margins in the USA (due to the impact of rising product cost which could not be fully recovered in the marketplace), lower trading results and higher costs mainly due to the weaker US dollar.

315 Chemicals segment earnings were $449 million, compared to segment earnings of $221 million in the same quarter last year. Earnings reflected higher operating rates, increased capacity and improved margins. Chemicals segment earnings in the first quarter 2005 included an impairment of the Group’s investment in Basell of $214 million. In 2004, Shell and BASF announced the review of strategic options for the Basell joint venture (Group interest 50%) and on 5 May 2005 BASF and Shell Chemicals announced that the companies are to sell their 50-50 joint venture Basell. The activities of Basell, including impairments, are reported as discontinued operations. Corporate and Other net costs were $127 million in the first quarter 2005 compared to $176 million a year ago, due to lower net interest expense from lower net gearing partly offset by lower insurance results. Cash flow from operating activities totalled $8.1 billion in the first quarter 2005. There were $1.1 billion gross proceeds from divestments, including $0.8 billion in Oil Products with sales of businesses in Romania, the Canary Islands and the Eastern part of the Caribbean, the LPG business in Portugal and the Bakersfield refinery in the USA. Capital investment(1) in the first quarter 2005 was $3.2 billion, compared with $3.1 billion in the comparative period, of which $2.4 billion was in Exploration & Production.

First quarter 2005 and subsequent events: investments and portfolio developments Upstream portfolio developments during the quarter were: The production licences for Upper and Western Salym (Shell share 50%) in Russia were extended until 2032 and 2034 respectively. In Kazakhstan, Shell increased its equity interest in the North Caspian Sea Production Sharing Agreement (NCPSA), which includes the Kashagan Project, by 1.85% to 18.52% following the sale by BG Group. In Australia, Shell’s divestment of the mature Laminaria (22% share interest) and Corallina (25% share interest) oil fields, is expected to be completed in the second quarter of 2005. Successful exploration wells were drilled in Nigeria, Norway, USA, Malaysia, the Netherlands, the UK and Oman. Results to date are encouraging but awaiting completion of evaluation and clearance from governments and partners to provide more definitive information. Successful appraisal wells were drilled in Malaysia, Egypt, the Netherlands and the UK. In Alaska, Shell is expected to be awarded 86 blocks in Lease Sale 195 for the Beaufort Sea. In the Gulf of Mexico, Shell is expected to be awarded nine blocks in Lease Sale 194. In Canada, Shell Canada acquired a 20% interest in eight existing exploration licences in the Orphan Basin under a farm-in agreement. In Algeria, an exploration contract was awarded to Shell in the Reggane and Timimoun basins covering some 30,000 square kilometres (sq km). In Egypt, Shell acquired 30% of four Western Desert concessions covering some 60,000 sq km of exploration acreage. Shell and Qatar Petroleum signed a Heads of Agreement for the development of a large-scale integrated LNG project including Upstream gas and liquids production and a 7.8 million tonnes per annum (mtpa) LNG train (Qatargas 4, Shell share 30%). Intended LNG markets are North America and Europe with first deliveries expected to commence around 2010-2012. The Sakhalin II LNG joint venture (Shell share 55%) and Malaysia Tiga LNG (Shell share 15%) concluded 20-years sales commitments with Kogas, the Korean gas company to supply 1.5 to 2.0 mtpa each beginning in 2008. Shell and its partners in the Australian Gorgon LNG and domestic gas project agreed to integrate their interests in the Greater Gorgon area. Shell will hold a 25% interest in the joint venture to construct two

(1) Capital investment is deﬁned as capital expenditure plus capitalised exploration expense plus new equity or loans to equity accounted investments.

316 5 mtpa LNG trains. Shell expects to sell all or part of its share of gas from the Gorgon LNG project to the North American and Mexican markets.

Shell received approval from the US Maritime Administration for a 7.7 mtpa (initial capacity) offshore LNG import terminal (Gulf Landing) in the Gulf of Mexico. In Europe, Shell announced plans for the development of a 5.8 mtpa LNG import terminal in Sicily, Italy (Shell share 50%).

In April 2005, Shell signed a Memorandum of Understanding with the Nigerian National Petroleum Corporation (NNPC) and partners for the joint development of a greenﬁeld LNG project (Olokola LNG) in Nigeria. The project is expected to include a joint venture infrastructure and operating company, and initially up to four 5 mtpa LNG trains. Two of the four trains will be owned by NNPC and Shell. The intended markets are North America and Europe.

In April 2005, Shell and Bechtel Enterprises Energy B.V. signed an agreement to sell InterGen N.V. (Shell share 68%) including 10 of its power plants for $1.75 billion. Excluded from the sale are InterGen’s assets in the United States, Colombia and Turkey pending further review. The transaction is expected to close mid-2005 and is subject to certain conditions and regulatory approvals.

On 3 May 2005, The National Oil Corporation of the Great Socialist People’s Libyan Arab Jamahiriya (NOC) and Shell Exploration and Production Libya GmbH (‘‘Shell’’) announced that they have reached a long-term agreement for a major gas exploration and development deal. The agreement covers the rejuvenation and upgrade of the existing Liquiﬁed Natural Gas (LNG) Plant at Marsa Al-Brega on the Libyan coast, together with exploration and development of ﬁve areas located in the heart of Libya’s major oil and gas producing Sirte Basin. The contract follows the Heads of Agreement signed in March 2004 between NOC and Shell, in which both parties agreed to establish a long-term strategic partnership in the Libyan gas sector.

Downstream continued implementation of the Group’s strategy for reshaping the portfolio during the quarter.

On 1 January 2005, Shell implemented one integrated Downstream organisation for the Oil Products and Chemicals businesses with a global line of business structure to optimise manufacturing facilities, standardise processes and improve services to customers.

Oil Products completed the earlier announced sales of its businesses in Romania, the Canary Islands and the Eastern part of the Caribbean. In addition, Shell completed the sale of the LPG business in Portugal and the Bakersﬁeld Reﬁnery in the USA. Total gross proceeds amounted to $762 million.

In China, the joint venture (Shell share 40%) with Sinopec started operating its ﬁrst retail stations. At the end of the quarter over 200 retail stations were in operation. The joint venture is expected to build and operate 500 retail outlets in the Jiangsu Province.

Shell signed a Letter of Intent with Qatar Petroleum for the development of a world-scale ethane-based cracker and derivatives complex in Ras Laffan, Qatar.

In 2004, Shell and BASF announced the review of strategic options for the Basell joint venture (Shell share 50%). On 5 May 2005 BASF and Shell Chemicals announced that they are to sell Basell for a consideration of 04.4 billion, including debt. The transaction is subject to approval by the relevant antitrust authorities and closing is expected in the second half of 2005.

317 UNAUDITED CONDENSED INTERIM FINANCIAL REPORT

STATEMENT OF INCOME

Presented under IFRS

$ million Three months Three months ended ended 31 March 31 March 2005 2004 Sales proceeds 90,068 74,748 Less: Sales taxes, excise duties and similar levies (17,912) (17,480) Revenue(a) 72,156 57,268 Cost of sales(b) (58,565) (47,437) Gross profit 13,591 9,831 Selling and distribution expenses (3,164) (2,913) Administrative expenses (370) (463) Exploration (261) (111) Share of profit of equity accounted investments 1,573 1,131 Net finance costs (83) (262) Other income 5 436 Income before taxation 11,291 7,649 Taxation (4,273) (2,822) Income from continuing operations 7,018 4,827 Income from discontinued operations (see Note 6) (214) 20 Income for the period 6,804 4,847

Attributable to minority interests 131 145 Income attributable to Parent Companies 6,673 4,702

(a) includes net proceeds related to buy/sell contracts of $7.1 billion in First Quarter 2005 (First Quarter 2004 $5.6 billion) (b) includes costs related to buy/sell contracts of $7.1 billion in First Quarter 2005 (First Quarter 2004 $5.6 billion)

318 UNAUDITED CONDENSED INTERIM FINANCIAL REPORT

BALANCE SHEET

Presented under IFRS

$ million 31 Mar 31 Dec 2005 2004 ASSETS Non-current assets Property, plant and equipment 85,779 87,918 Intangible assets 4,428 4,528 Investments: equity accounted investments 18,763 20,493 ﬁnancial assets 3,704 2,700 Deferred tax 2,775 2,789 Employee beneﬁt assets 2,250 2,479 Other 6,206 4,490 123,905 125,397 Current assets Inventories 17,517 15,375 Accounts receivable 45,189 37,439 Cash and cash equivalents 8,888 8,453 71,594 61,267 Total assets 195,499 186,664

LIABILITIES Non-current liabilities Debt 7,977 8,858 Deferred tax 12,625 12,930 Employee beneﬁt obligations 6,358 6,795 Other provisions 6,821 6,828 Other 5,788 5,800 39,569 41,211 Current liabilities Debt 5,755 5,795 Accounts payable and accrued liabilities 45,691 38,289 Taxes payable 11,225 9,056 Employee beneﬁt obligations 308 339 Other provisions 1,527 1,812 Dividends payable to Parent Companies 2,085 4,750 66,591 60,041 Total liabilities 106,160 101,252 EQUITY Equity attributable to Parent Companies 83,662 80,099 Minority interests 5,677 5,313 Total equity 89,339 85,412 Total liabilities and equity 195,499 186,664

319 UNAUDITED CONDENSED INTERIM FINANCIAL REPORT

STATEMENT OF CHANGES IN EQUITY

Presented under IFRS

$ million Equity attributable to Parent Companies Invested Other Parent by Parent Retained equity Companies’ Minority Total Companies earnings accounts(1) shares held Total interests equity At 31 December 2004 741 80,450 3,095 (4,187) 80,099 5,313 85,412 Change upon implementation of IAS 32 and 39 Financial instruments (see Note 7) — (7) 823 — 816 — 816 At 1 January 2005 741 80,443 3,918 (4,187) 80,915 5,313 86,228 Income for First Quarter 2005 — 6,673 — — 6,673 131 6,804 Income/(expense) recognised directly in equity — — (1,464) — (1,464) 74 (1,390) Total recognised income/(expense) for First Quarter 2005 — 6,673 (1,464) — 5,209 205 5,414 Distributions — (2,605) — — (2,605) (47) (2,652) Decrease in Parent Companies’ shares held, net of dividends received — — — 143 143 — 143 Change in minority interests — — — — – 206 206 Equity owner changes in First Quarter 2005 — (2,605) — 143 (2,462) 159 (2,303) At 31 March 2005 741 84,511 2,454 (4,044) 83,662 5,677 89,339 At 1 January 2004 741 69,898 570 (3,428) 67,781 3,408 71,189 Income for First Quarter 2004 — 4,702 — — 4,702 145 4,847 Income/(expense) recognised directly in equity — — (757) — (757) (28) (785) Total recognised income/(expense) for First Quarter 2004 — 4,702 (757) — 3,945 117 4,062 Distributions — — — — — (46) (46) Increase in Parent Companies’ shares held, net of dividends received — — — (8) (8) — (8) Change in minority interests — — — — — 287 287 Equity owner changes in First Quarter 2004 — — — (8) (8) 241 233 At 31 March 2004 741 74,600 (187) (3,436) 71,718 3,766 75,484

(1) See Note 4

320 UNAUDITED CONDENSED INTERIM FINANCIAL REPORT

STATEMENT OF CASH FLOWS

Presented under IFRS

$ million Three Months Three Months ended ended 31 March 31 March 2005 2004 Cash flow from operating activities: Income for the period 6,804 4,847 Adjustment for: Taxation accrued 4,311 2,916 Interest incurred 160 300 Depreciation, depletion and amortisation 3,155 2,703 (Profit)/loss on sale of assets (558) (663) Decrease/(increase) in net working capital (2,137) 17 Share of profit of equity accounted investments (1,359) (1,151) Dividends received from equity accounted investments 992 753 Deferred taxation and other provisions (392) (66) Other 303 (143) Cash flow from operating activities (pre-tax) 11,279 9,513 Taxation paid (3,186) (1,395) Cash flow from operating activities 8,093 8,118 Cash flow from investing activities: Capital expenditure (2,934) (2,636) Proceeds from sale of assets 1,008 728 Proceeds from sales and (additions): equity accounted investments (138) (427) investments: financial assets (24) 938 Interest received 190 108 Cash flow from investing activities (1,898) (1,289) Cash flow from financing activities: Net increase/(decrease) in debt with maturity period within three months (990) (810) Other debt: new borrowings 815 2,134 repayments (548) (4,370) Interest paid (254) (210) Change in minority interests 351 277 Dividends paid to: Parent Companies (5,137) — Minority interests (47) (46) Parent Companies’ shares: net sales/(purchases) and dividends received 143 (8) Cash flow from financing activities (5,667) (3,033) Currency translation differences relating to cash and cash equivalents (93) (15) Increase/(decrease) in cash and cash equivalents 435 3,781 Cash and cash equivalents at beginning of period 8,453 1,942 Cash and cash equivalents at end of period 8,888 5,723

321 UNAUDITED CONDENSED INTERIM FINANCIAL REPORT

NOTES TO THE CONDENSED INTERIM FINANCIAL REPORT

1. The Royal Dutch/Shell Group of Companies The Parent Companies, Royal Dutch Petroleum Company (Royal Dutch) and The ‘‘Shell’’ Transport and Trading Company, p.l.c. (Shell Transport) together own, directly or indirectly, investments in numerous companies known collectively as the Royal Dutch/Shell Group. The interim financial information of the Parent Companies is not included in this Condensed Interim Financial Report, the objective of which is to reflect the financial position, results of operations and cash flows of the Group Holding Companies (Shell Petroleum N.V. and The Shell Petroleum Company Limited) on a combined basis. Group companies are engaged in all principal aspects of the oil and natural gas industry. They also have interests in chemicals and additional interests in power generation and renewable energy (chiefly in wind and solar energy). The Group conducts its business through five principal segments, Exploration & Production, Gas & Power, Oil Products, Chemicals and Other businesses. These activities are conducted in more than 140 countries and territories and are subject to changing economic, regulatory and political conditions.

2. Basis of preparation The First Quarter Condensed Interim Financial Report of the Royal Dutch/Shell Group has been prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting and with the policies set out in Note 3. These are the policies which the Group expects to apply in its first annual financial statements under International Financial Reporting Standards (IFRS) for the year ending 31 December 2005. The policies are in accordance with the recognition and measurement requirements of those IFRSs and International Financial Reporting Interpretations Committee (IFRIC) interpretations issued by the International Accounting Standards Board that are effective or will be early adopted by the Group at 31 December 2005. This represents the Group’s first application of IFRS and the accounting policies are set out in Note 3 below. Group Financial Statements for 2004 had been prepared in accordance with US Generally Accepted Accounting Principles (GAAP); accounting policies were set out in Note 3 in those Financial Statements. US GAAP differs in certain respects from IFRS and comparative figures for 2004 have been restated as necessary in accordance with IFRS. Reconciliations and descriptions of the effect of the transition from US GAAP to IFRS on equity, income and cash flows are given below in Note 9, including a description of the nature of the changes in accounting policies. As part of the Group’s adoption of IFRS, the following elections were made under IFRS 1 First-time Adoption of International Financial Reporting Standards as at 1 January 2004: ) cumulative currency translation differences were eliminated by transfer to retained earnings. ) cumulative previously unrecognised actuarial gains and losses on post-employment benefits were recognised. ) prior business combinations have not been restated. ) IFRS 2 Share-based Payment has only been applied to options issued after 7 November 2002 and not vested by 1 January 2005. The policies have been consistently applied to all periods presented except for those relating to the classification and measurement of financial instruments to the extent that IFRS differs from US GAAP. The Group has also taken the exemption available under IFRS 1 to only apply IAS 32 and IAS 39 from 1 January 2005 and the impact on transition is described in Notes 3 and 7. The Condensed Interim Financial Report has been prepared under the historical cost convention as modified by the revaluation of certain financial assets and liabilities.

322 The preparation of interim ﬁnancial information in conformity with IFRS requires the use of certain accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. Actual results could differ from those estimates. This report should be read in conjunction with the Group Financial Statements and notes thereto in the 2004 Annual Report on Form 20-F/A (Amendment No.1).

3. Accounting policies Nature of the Condensed Interim Financial Report The Condensed Interim Financial Report, which is presented in US dollars, includes the accounts of companies in which Royal Dutch and Shell Transport together, either directly or indirectly, have control either through a majority of the voting rights (including potential voting rights) or the right to exercise control or to obtain the majority of the beneﬁts and be exposed to the majority of the risks.

Property, plant and equipment and intangible assets (a) Recognition on the Balance Sheet Property, plant and equipment, including expenditure on major inspections, and intangible assets are initially recorded on the Balance Sheet at cost where it is probable that they will generate future economic beneﬁts. This includes capitalisation of decommissioning and restoration costs associated with provisions for asset retirement (see ‘‘Provisions’’) and certain development costs (see ‘‘Research and development’’). Accounting for exploration costs is described separately below (‘‘Exploration costs’’). Intangible assets include goodwill. Interest is capitalised, as an increase in property, plant and equipment, on signiﬁcant capital projects during construction. Property, plant and equipment and intangible assets are subsequently recognised at cost less accumulated depreciation and impairment.

(b) Depreciation, depletion and amortisation Property, plant and equipment related to oil and natural gas production activities are depreciated on a unit-of-production basis over the proved developed reserves of the ﬁeld concerned, except in the case of assets whose useful life is shorter than the lifetime of the ﬁeld, in which case the straight-line method is applied. Rights and concessions are depleted on the unit-of-production basis over the total proved reserves of the relevant area. Unproved properties are amortised as required by particular circumstances. Other property, plant and equipment are generally depreciated on a straight-line basis over their estimated useful lives which is generally 20 years

323 for reﬁneries and chemicals plants, 15 years for retail service station facilities, and until the next planned major inspection (generally 3 to 5 years) for inspection costs. Property, plant and equipment held under ﬁnance leases are depreciated over the shorter of the assets’ estimated useful lives and the lease term. Goodwill is not amortised but instead tested for impairment annually. Other intangible assets are amortised on a straight-line basis over their estimated useful lives (with a maximum of forty years).

(c) Recoverability of assets Other than properties with no proved reserves (where the basis for carrying costs on the Balance Sheet is explained under ‘‘Exploration costs’’), the carrying amounts of major Exploration & Production property, plant and equipment are reviewed for possible impairment annually, while all assets are reviewed whenever events or changes in circumstances indicate that the carrying amounts for those assets may not be recoverable. If assets are determined to be impaired, the carrying amounts of those assets are written down to recoverable amount which is the higher of fair value less costs to sell and value in use. For this purpose, assets are grouped based on separately identifiable and largely independent cash flows. Assets held for sale are recognised at the lower of carrying amount and fair value less costs to sell. Estimates of future cash flows used in the evaluation for impairment of assets related to hydrocarbon production are made using risk assessments on field and reservoir performance and include outlooks on proved reserves and unproved volumes, which are then discounted or risk-weighted utilising the results from projections of geological, production, recovery and economic factors. Impairments, except those related to goodwill, are reversed as applicable to the extent that the events or circumstances that triggered the original impairment have changed.

Exploration costs Group companies follow the successful efforts method of accounting for oil and natural gas exploration costs. Exploration costs are charged to income when incurred, except that exploratory drilling costs are included in property, plant and equipment, pending determination of proved reserves. Exploration wells that are more than 12 months old are expensed unless (a) (i) they are in an area requiring major capital expenditure before production can begin and (ii) they have found commercially producible quantities of reserves and (iii) they are subject to further exploration or appraisal activity in that either drilling of additional exploratory wells is under way or ﬁrmly planned for the near future, or (b) proved reserves are booked within 12 months following the completion of exploratory drilling.

Associated companies and joint ventures Investments in companies over which Group companies have significant influence but not control are classified as associated companies and are accounted for on the equity basis. Interests in jointly controlled entities are also recognised on the equity basis. Interests in jointly controlled assets are recognised by including the Group share of assets, liabilities, income and expenses on a line-by-line basis.

Inventories Inventories are stated at cost to the Group or net realisable value, whichever is lower. Such cost is determined by the ﬁrst-in ﬁrst-out (FIFO) method and comprises direct purchase costs, cost of production, transportation and manufacturing expenses and taxes.

Deferred taxation Deferred taxation is provided using the liability method of accounting for income taxes based on provisions of enacted or substantively enacted laws. Recognition is given to deferred tax assets and liabilities for the expected future tax consequences of events that have been recognised in

324 the Interim Financial Report or in the tax returns (temporary differences); deferred tax is not generally provided on initial recognition of an asset or liability in a transaction that, at the time of the transaction, affects neither accounting nor taxable proﬁt. In estimating these tax consequences, consideration is given to expected future events. Deferred tax assets are recognised where future recovery is probable. Deferred tax assets and liabilities are presented separately in the Balance Sheet except where there is a right of set-off within ﬁscal jurisdictions. Deferred tax is not provided for taxes on possible future distributions of retained earnings of Group companies and equity accounted investments where the timing of the distribution can be controlled and it is probable that the retained earnings will be substantially reinvested by the companies concerned.

Employee benefits (a) Employee retirement plans Retirement plans to which employees contribute and many non-contributory plans are generally funded by payments to independent trusts. Where, due to local conditions, a plan is not funded, a provision is made. Valuations of both funded and unfunded plans are carried out by independent actuaries. For plans which define the amount of pension benefit to be provided, pension cost primarily represents the increase in actuarial present value of the obligation for pension benefits based on employee service during the year and the interest on this obligation in respect of employee service in previous years, net of the expected return on plan assets. Unrecognised gains and losses at the date of transition to IFRS have been recognised in the 2004 opening balance sheet. The Group recognises actuarial gains and losses that arise subsequent to 1 January 2004 using the corridor method. Under this method, to the extent that any cumulative unrecognised actuarial gain or loss exceeds 10% of the greater of the present value of the defined benefit obligation and the fair value of plan assets, that portion is recognised in income over the expected average remaining working lives of the employees participating in the plan. Otherwise, the actuarial gain or loss is not recognised. For plans where benefits depend solely on the amount contributed to the employee’s account and the returns earned on investments of these contributions, pension cost is the amount contributed by Group companies for the period.

(b) Postretirement benefits other than pensions Some Group companies provide certain postretirement healthcare and life insurance benefits to retirees, the entitlement to which is usually based on the employee remaining in service up to retirement age and the completion of a minimum service period. These plans are not funded and a provision is made. Valuations of benefits are carried out by independent actuaries. The expected costs of postretirement benefits other than pensions are accrued over the periods employees render service to the Group. Unrecognised gains and losses at the date of transition to IFRS have been recognised in the 2004 opening balance sheet.

(c) Share-based compensation plans The fair value of share options granted to employees after 7 November 2002, and which had not vested by 1 January 2005, is recognised as an expense from the date of grant over the vesting period with a corresponding increase directly in equity. The fair value of the Group’s share options was estimated using a Black-Scholes option pricing model.

Leases Agreements under which Group companies make payments to owners in return for the right to use an asset for a period are accounted for as leases. Leases that transfer substantially all the

325 risks and beneﬁts of ownership are recorded at inception as ﬁnance leases within property, plant and equipment and debt. All other leases are recorded as operating leases and the costs are charged to income as incurred.

Financial instruments and other derivative contracts The Group adopted IAS 32 and IAS 39 with effect from 1 January 2005 and therefore accounted for ﬁnancial instruments and other derivative contracts until the end of 2004 under US GAAP. Information for 2004 has not been restated and the impact on transition, which is restricted to certain commodity contracts and embedded derivatives and unquoted investments with estimable fair values, is described below.

(a) Financial assets Investments: ﬁnancial assets comprise debt and equity securities.

Securities of a trading nature Securities of a trading nature are carried at fair value with unrealised holding gains and losses being included in income.

Securities held to maturity Securities held to maturity are carried at amortised cost, unless impaired.

Available for sale securities All other securities are classified as available for sale and are carried at fair value, other than unquoted equity securities with no estimable fair value which are reported at cost, less any impairment. Unrealised holding gains and losses other than impairments are taken directly to equity, except for translation differences arising on foreign currency debt securities which are taken to income. Upon sale or maturity, the net gains and losses are included in income. Fair value is based on market prices where available, otherwise it is calculated as the net present value of expected future cash flows. From 1 January 2005 this has resulted in certain unquoted equity securities being recognised at fair value compared with recognition at cost under US GAAP and the impact on transition is disclosed in Note 7. This change in accounting has no impact on the timing of recognition of income arising from these investments. Securities forming part of a portfolio which is required to be held long-term are classified under investments. Interest on debt securities is accounted for in income by applying the effective interest method. Dividends on equity securities are accounted for in income when receivable. Receivables are recognised initially at fair value based on amounts exchanged and subsequently at amortised cost less any impairment. Cash and cash equivalents include cash in hand, short-term deposits and other investments which have a maturity from acquisition of three months or less and are readily convertible into known amounts of cash.

(b) Financial liabilities Debt and accounts payable are recognised initially at fair value based on amounts exchanged and subsequently at amortised cost, except for ﬁxed rate debt subject to fair value hedging. Interest expense, other than interest capitalised, is accounted for in income using the effective interest method.

326 (c) Derivative contracts Group companies use derivatives in the management of interest rate risk, foreign currency risk and commodity price risk. These derivative contracts are recognised at fair value, using market prices. Those derivatives qualifying and designated as hedges are either: (1) a ‘‘fair value’’ hedge of the change in fair value of a recognised asset or liability or an unrecognised firm commitment, or (2) a ‘‘cash flow’’ hedge of the change in cash flows to be received or paid relating to a recognised asset or liability or a highly probable forecasted transaction. A change in the fair value of a hedging instrument designated as a fair value hedge is taken to income, together with the consequential adjustment to the carrying amount of the hedged item. The effective portion of a change in fair value of a derivative designated as a cash flow hedge is recognised directly in equity, until income reflects the variability of underlying cash flows; any ineffective portion is taken to income. Group companies formally document all relationships between hedging instruments and hedged items, as well as risk management objectives and strategies for undertaking hedge transactions. The effectiveness of a hedge is also continually assessed and when it ceases, hedge accounting is discontinued. Certain contracts to purchase and sell commodities are required to be recognised at fair value, generally based on market prices, (with gains and losses taken to income). These are contracts which can be net settled or sales contracts containing volume optionality. Certain embedded derivatives within contracts are required to be separated from their host contract and recognised at fair value, generally based on market prices, (with gains and losses taken to income) if the economic characteristics and risks of the embedded derivative are not closely related to that of the host contract. These policies are very similar to those applied until the end of 2004 under US GAAP and the impact of the application on 1 January 2005 is shown in Note 7.

Provisions Provisions are liabilities where the timing or amount of future expenditure is uncertain. Provisions are recorded at the best estimate of the present value of the expenditure required to settle the present obligation at the balance sheet date. Non-current amounts are discounted using the risk- free rate. Speciﬁc details for decommissioning and restoration costs and environmental remediation are described below. Estimated decommissioning and restoration costs are based on current requirements, technology and price levels and are stated at fair value, and the associated asset retirement costs are capitalised as part of the carrying amount of the related property, plant and equipment. The liability, once an obligation, whether legal or constructive, crystallises, is recognised with a corresponding amount of property, plant and equipment in the period when a reasonable estimate of the fair value can be made. The fair value is calculated using amounts discounted over the useful economic life of the assets. The effects of changes resulting from revisions to the timing or the amount of the original estimate of the provision are incorporated on a prospective basis. Provisions for environmental remediation resulting from ongoing or past operations or events are recognised in the period in which an obligation, legal or constructive, to a third party arises and the amount can be reasonably estimated. Measurement of liabilities is based on current legal requirements and existing technology. Recognition of any joint and several liability is based upon Group companies’ best estimate of their ﬁnal pro rata share of the liability. Liabilities are determined independently of expected insurance recoveries. Recoveries are recognised and reported as separate events and brought into account when reasonably certain of realisation. The carrying amount of provisions is regularly reviewed and adjusted for new facts or changes in law or technology.

327 Parent Companies’ shares held by Group companies Parent Companies’ shares held by Group companies are not included in assets but, after deducting dividends received, are reﬂected at cost as a deduction from equity.

Research and development Development costs which are expected to generate probable future economic beneﬁts are capitalised. All other research and development expenditure is charged to income as incurred, with the exception of that on buildings and major items of equipment which have alternative use.

Discontinued operations Discontinued operations comprise those activities which have been disposed of during the period, or remain held for sale at period end, and represent a separate major line of business or geographical area of operation which can be clearly distinguished, operationally and for ﬁnancial reporting purposes, from other activities of the Group.

Business combinations Assets acquired and liabilities assumed on a business combination are recognised at their fair value at the date of the acquisition; the amount of the purchase consideration above this value is reﬂected as goodwill.

Currency translation Assets and liabilities of non-US dollar Group companies are translated to US dollars at year-end rates of exchange, whilst their statements of income and cash ﬂows are translated at quarterly average rates. Translation differences arising on aggregation are taken directly to a currency translation differences account within equity. As part of the transition to IFRS, the balance of this account was eliminated at 1 January 2004 and transferred to retained earnings with no impact on total equity. Upon divestment or liquidation of an entity, cumulative currency translation differences related to that entity are taken to income. The US dollar equivalents of exchange gains and losses arising as a result of foreign currency transactions (including those in respect of inter-company balances unless related to transactions of a long-term investment nature) are included in income.

New accounting standards and interpretations Certain new IFRS and IFRIC interpretations have been published which are not mandatory for 2005. The Group has elected to early adopt in 2005 IFRS 6 Exploration for and Evaluation of Mineral Resources and IFRIC 4 Determining whether an Arrangement Contains a Lease, and these are reflected in the accounting policies described above. The Group is assessing the impact of IFRIC 3 Emission Rights which also remains subject to potential change prior to its mandatory use in 2006. All other published pronouncements, which are not mandatory in 2005, are not expected to have an impact on the Group. IFRS is currently being applied in Europe and in other parts of the world simultaneously for the first time. Furthermore, due to a number of new and revised standards included within the body of standards that comprise IFRS, there is not yet a significant body of established practice on which to draw in forming judgements regarding interpretation and application. Accordingly, practice is continuing to evolve and the full financial effect of reporting under IFRS as it will be applied and reported on in the Group’s first IFRS Financial Statements cannot be determined with certainty at this stage.

328 4. Income/(expense) recognised directly in equity attributable to Parent Companies

Presented under IFRS

$ million Income/(expense) At 1 January 2005 At after At 31 December IAS 32/39 31 March 2004 IAS 32/39 transition First Quarter 2005 Cumulative currency translation differences 2,729 — 2,729 (1,450) 1,279 Unrealised gains/(losses) on securities 350 823 1,173 (23) 1,150 Unrealised gains/(losses) on cash ﬂow hedges (157) — (157) (34) (191) Share-based compensation 173 — 173 43 216 Total 3,095 823 3,918 (1,464) 2,454

$ million 2004 Income/(expense) 1 January First Quarter 31 March Cumulative currency translation differences — (347) (347) Unrealised gains/(losses) on securities 700 (418) 282 Unrealised gains/(losses) on cash ﬂow hedges (188) (11) (199) Share-based compensation 58 19 77 Total 570 (757) (187)

5. Information by business segment

$ million 2005 Segment information — Exploration & Gas & Corporate Total First Quarter 2005 Production Power Oil Products Chemicals and Other Eliminations Group Revenue Third party 4,565 3,277 55,996 8,026 292 72,156 Inter-segment 7,240 370 1,535 748 — (9,893) Total 11,805 3,647 57,531 8,774 292 (9,893) 72,156 Segment result 5,528 196 3,477 804 (209) 9,796 Share of proﬁt of equity accounted investments 714 257 518 84 — 1,573 Net ﬁnance costs (83) Other income 5 Taxation (4,273) Income from continuing operations 7,018 Income from discontinued operations (214) (214) Income for the period 6,804

329 Presented under IFRS

$ million 2004 Segment information — Exploration & Gas & Corporate Total First Quarter 2004 Production Power Oil Products Chemicals and Other Eliminations Group Revenue Third party 3,776 2,161 45,394 5,581 356 57,268 Inter-segment 5,666 331 1,036 699 3 (7,735) Total 9,442 2,492 46,430 6,280 359 (7,735) 57,268 Segment result 4,353 108 1,832 151 (100) 6,344 Share of proﬁt of equity accounted investments 609 229 230 63 — 1,131 Net ﬁnance costs (262) Other income 436 Taxation (2,822) Income from continuing operations 4,827 Income from discontinued operations 20 20 Income for the period 4,847

The information above is provided in accordance with IAS 14 Segment Reporting. Operating segment results are appraised by management on the basis of income including equity accounted investments and certain net ﬁnance costs and other (income)/expense and after tax, and this forms the basis of the discussion of segment results in the Operational and Financial Review (OFR). The table below reconciles the foregoing segment information to the information used for management reporting and is consistent with how the information will be presented in the Group’s annual ﬁnancial statements to comply with SFAS 131.

$ million Income for the period by segment — Exploration & Gas & Corporate Total First Quarter 2005 Production Power Oil Products Chemicals and Other Group Segment result - IAS 14 5,528 196 3,477 804 (209) 9,796 Share of proﬁt of equity accounted investments 714 257 518 84 — 1,573 Net ﬁnance costs and other (income)/expense (113) 37 (44) 1 41 (78) Taxation (3,174) (14) (900) (226) 41 (4,273) Discontinued operations — — — (214) — (214) Segment result - OFR 2,955 476 3,051 449 (127) 6,804

$ million Income for the period by segment — Exploration & Gas & Corporate Total First Quarter 2004 Production Power Oil Products Chemicals and Other Group Segment result - IAS 14 4,353 108 1,832 151 (100) 6,344 Share of proﬁt of equity accounted investments 609 229 230 63 — 1,131 Net ﬁnance costs and other (income)/expense (62) 200 41 (8) 3 174 Taxation (2,193) (15) (530) (5) (79) (2,822) Discontinued operations — — — 20 — 20 Segment result - OFR 2,707 522 1,573 221 (176) 4,847

330 6. Discontinued operations Discontinued operations comprise the activities of Basell, a jointly controlled Chemicals entity (Group interest 50%), which has been held for sale at fair value less costs to sell since the announcement in 2004 of a review of strategic alternatives regarding this venture. The loss for the First Quarter 2005 comprises an impairment in order to reﬂect the carrying amount at 31 March 2005 at fair value less costs to sell.

7. Implementation of IAS 32 and IAS 39 Financial Instruments As described in Note 3, the impact on transition at 1 January 2005 resulting from recognising at fair value certain additional derivative contracts and unquoted securities was an increase in total equity of $0.8 billion. This was reﬂected by increases in assets and liabilities at 1 January 2005 as follows:

$ million Investments: ﬁnancial assets 1,018 Non-current assets: deferred tax 5 Current assets 42 Non-current liabilities: deferred tax (195) Current liabilities (54) 816

8. Contingencies and litigation Shell Oil Company (including subsidiaries and affiliates, referred to collectively as SOC), along with numerous other defendants, has been sued by public and quasi-public water purveyors, as well as governmental entities, alleging responsibility for groundwater contamination caused by releases of gasoline containing oxygenate additives. Most of these suits assert various theories of liability, including product liability, and seek to recover actual damages, including clean-up costs. Some assert claims for punitive damages. As of 9 May 2005, there were approximately 66 pending suits by such plaintiffs that asserted claims against SOC and many other defendants (including major energy and refining companies). Although a majority of these cases do not specify the amount of monetary damages sought, some include specific damage claims collectively against all defendants. While the aggregate amounts claimed against all defendants for actual and punitive damages in such suits could be material to the Financial Statements if they were ultimately recovered against SOC alone rather than apportioned among the defendants, management of the Group considers the amounts claimed in these pleadings to be highly speculative and not an appropriate basis on which to determine a reasonable estimate of the amount of the loss that may be ultimately incurred, for the reasons described below. The reasons for this determination can be summarised as follows: ) While the majority of the cases have been consolidated for pre-trial proceedings in the U.S. District Court for the Southern District of New York, there are many cases pending in other jurisdictions throughout the U.S. Most of the cases are at a preliminary stage. In many matters, little discovery has been taken and many critical substantial legal issues remain unresolved. Consequently, management of the Group does not have sufficient information to assess the facts underlying the plaintiffs’ claims; the nature and extent of damages claimed, if any; the reasonableness of any specific claim for money damages; the allocation of potential responsibility among defendants; or the law that may be applicable. Additionally, given the pendency of cases in varying jurisdictions, there may be inconsistencies in the determinations made in these matters. ) There are significant unresolved legal questions relating to claims asserted in this litigation. For example, it has not been established whether the use of oxygenates mandated by the 1990 amendments to the Clean Air Act can give rise to a products liability based claim. While some trial courts have held that it cannot, other courts have left the question open or declined to dismiss claims brought on a products liability theory. Other examples of unresolved legal

331 questions relate to the applicability of federal preemption, whether a plaintiff may recover damages for alleged levels of contamination significantly below state environmental standards, and whether a plaintiff may recover for an alleged threat to groundwater before detection of contamination. ) There are also significant unresolved legal questions relating to whether punitive damages are available for products liability claims or, if available, the manner in which they might be determined. For example, some courts have held that for certain types of product liability claims, punitive damages are not available. It is not known whether that rule of law would be applied in some or all of the pending oxygenate additive cases. Where specific claims for damages have been made, punitive damages represent in most cases a majority of the total amounts claimed. ) There are significant issues relating to the allocation of any liability among the defendants. Virtually all of the oxygenate additives cases involve multiple defendants including most of the major participants in the retail gasoline marketing business in the regions involved in the pending cases. The basis on which any potential liability may be apportioned among the defendants in any particular pending case cannot yet be determined. For these reasons, management of the Group is not currently able to estimate a range of reasonably possible losses or minimum loss for this litigation; however, management of the Group does not currently believe that the outcome of the oxygenate-related litigation pending as of 9 May 2005 will have a material impact on the Group’s financial condition, although such resolutions could have a significant effect on results for the period in which they are recognised. A $490 million judgment in favour of 466 plaintiffs in a consolidated matter that had once been nine individual cases was rendered in 2002 by a Nicaraguan court jointly against SOC and three other named defendants (not affiliated with SOC), based upon Nicaraguan Special Law 364 for claimed personal injuries resulting from alleged exposure to dibromochloropropane (DBCP) — a pesticide manufactured by SOC prior to 1978. This special law imposes strict liability (in a predetermined amount) on international manufacturers of DBCP. The statute also provides that unless a deposit (calculated as described below) of an amount denominated in Nicaraguan cordobas is made into the Nicaraguan courts, the claims would be submitted to the US courts. In SOC’s case the deposit would have been between $19 million and $20 million (based on an exchange rate between 15 and 16 cordobas per US dollar). SOC chose not to make this deposit. The Nicaraguan courts did not, however, give effect to the provision of Special Law 364 that requires submission of the matter to the US courts. Instead, the Nicaraguan court entered judgment against SOC and the other defendants. Further, SOC was not afforded the opportunity to present any defences in the Nicaraguan court, including that it was not subject to Nicaraguan jurisdiction because it had neither shipped nor sold DBCP to parties in Nicaragua. At this time, SOC has not completed the steps necessary to perfect an appeal in Nicaragua and, as described below, the Nicaraguan claimants have sought to enforce the Nicaraguan judgment against SOC in the U.S. and in Venezuela. SOC does not have any assets in Nicaragua. In 2003, an attempt by the plaintiffs to enforce the Nicaraguan judgment described above in the United States against Shell Chemical Company and purported affiliates of the other named defendants was rejected by the U.S. District Court for the Central District of California, which decision is on appeal before the Ninth Circuit Court of Appeals. Enforcement of the Nicaraguan judgment was rejected because of improper service and attempted enforcement against non-existent entities or entities that were not named in the Nicaraguan judgment. Thereafter, SOC filed a declaratory judgment action seeking ultimate adjudication of the non-enforceability of this Nicaraguan judgment in the U.S. District Court for the Central District of California. This district court denied motions filed by the Nicaraguan claimants to dismiss SOC claims that Nicaragua does not have impartial tribunals, the proceedings violated due process, the relationship between SOC and Nicaragua made the exercise of personal jurisdiction unreasonable, and Special Law 364 is repugnant to U.S. public policy because it violates due process. A finding in favour of SOC on any of these grounds will result in a refusal to recognize and enforce the judgment in the United States. Several requests for Exequatur were filed in 2004 with the Tribunal Suprema de Justicia (the Venezuelan Supreme Court) to enforce Nicaraguan judgments. The petitions imply that

332 judgments can be satisfied with assets of Shell Venezuela, S.A., which was neither a party to the Nicaraguan judgment nor a subsidiary of SOC, against whom the Exequatur was filed. The petitions are pending before the Tribunal Suprema de Justicia. As of 9 May 2005, five additional Nicaraguan judgments had been entered in the collective amount of approximately $226.5 million in favor of 240 plaintiffs jointly against Shell Chemical Company and three other named defendants (not affiliated with Shell Chemical Company) under facts and circumstances almost identical to those relating to the judgment described above. Additional judgments are anticipated (including a suit seeking more than $3 billion). It is the opinion of management of the Group that the above judgments are unenforceable in a U.S. court, as a matter of law, for the reasons set out in SOC’s declaratory judgment action described above. No financial provisions have been established for these judgments or related claims. Since 1984, SOC has been named with others as a defendant in numerous product liability cases, including class actions, involving the failure of residential plumbing systems and municipal water distribution systems constructed with polybutylene plastic pipe. SOC fabricated the resin for this pipe while the co-defendants fabricated the raw materials for the pipe fittings. As a result of two class action settlements in 1995, SOC and the co-defendants agreed on a mechanism to fund until 2009 the settlement of most of the residential plumbing claims in the United States. Financial provisions have been taken by SOC for its settlement funding needs anticipated at this time. Additionally, claims that are not part of these class action settlements or that challenge these settlements continue to be filed primarily involving alleged problems with polybutylene pipe used in municipal water distribution systems. It is the opinion of management of the Group that exposure from this other polybutylene litigation pending as of 9 May 2005, is not material. Management of the Group cannot currently predict when or how all polybutylene matters will be finally resolved. In connection with the recategorisation of certain hydrocarbon reserves that occurred in 2004, a number of putative shareholder class actions were filed against Royal Dutch, Shell Transport, Managing Directors of Royal Dutch during the class period, Managing Directors of Shell Transport during the class period and the external auditors for Royal Dutch, Shell Transport and the Group. These actions were consolidated in the United States District Court in New Jersey and a consolidated complaint was filed in September 2004. The parties are awaiting a decision with respect to defendants’ motions to dismiss asserting lack of jurisdiction with respect to the claims of non-United States shareholders who purchased on non-United States securities exchanges and failure to state a claim. Merits discovery has not begun. The case is at an early stage and subject to substantial uncertainties concerning the outcome of the material factual and legal issues relating to the litigation, including the pending motions to dismiss on lack of jurisdiction and failure to state a claim. In addition, potential damages, if any, in a fully litigated securities class action would depend on the losses caused by the alleged wrongful conduct that would be demonstrated by individual class members in their purchases and sales of Royal Dutch and Shell Transport shares during the relevant class period. Accordingly, based on the current status of the litigation, management of the Group is unable to estimate a range of possible losses or any minimum loss. Management of the Group will review this determination as the litigation progresses.

Also in connection with the hydrocarbon reserves recategorisation, putative shareholder class actions were filed on behalf of participants in various Shell Oil Company qualified plans alleging that Royal Dutch, Shell Transport and various current and former officers and directors breached various fiduciary duties to employee participants imposed by the Employee Retirement Income Security Act of 1974 (ERISA). These suits were consolidated in the United States District Court in New Jersey and a consolidated class action complaint was filed in July 2004. Defendants’ motions to dismiss have been fully briefed. Some document discovery has taken place. The case is at an early stage and subject to substantial uncertainties concerning the outcome of the material factual and legal issues relating to the litigation, including the pending motion to dismiss and the legal uncertainties with respect to the methodology for calculating damage, if any, should defendants become subject to an adverse judgment. The Group is in settlement discussions with counsel for plaintiffs, which it hopes will lead to a successful resolution of the case without the

333 need for further litigation. No financial provisions have been taken with respect to the ERISA litigation. The reserves recategorisation also led to the filing of shareholder derivative actions in June 2004. The four suits pending in New York state court, New York federal court and New Jersey federal court demand Group management and structural changes and seek unspecified damages from current and former members of the Boards of Directors of Royal Dutch and Shell Transport. The suits are in preliminary stages and no responses are yet due from defendants. The Group is in settlement discussions with counsel for plaintiffs, which it hopes will lead to a successful resolution of the case without the need for further litigation. Because any money ‘‘damages’’ in the derivative actions would be paid to Royal Dutch and Shell Transport, management of the Group does not believe that the resolution of these suits will have a material adverse effect on the Group’s financial condition or operating results. The United States Securities and Exchange Commission (SEC) and UK Financial Services Authority (FSA) issued formal orders of private investigation in relation to the reserves recategorisation which Royal Dutch and Shell Transport resolved by reaching agreements with the SEC and the FSA. In connection with the agreement with the SEC, Royal Dutch and Shell Transport consented, without admitting or denying the SEC’s findings or conclusions, to an administrative order finding that Royal Dutch and Shell Transport violated, and requiring Royal Dutch and Shell Transport to cease and desist from future violations of, the antifraud, reporting, recordkeeping and internal control provisions of the US Federal securities laws and related SEC rules, agreed to pay a $120 million civil penalty and undertook to spend an additional $5 million developing a comprehensive internal compliance program. In connection with the agreement with the FSA, Royal Dutch and Shell Transport agreed, without admitting or denying the FSA’s findings or conclusions, to the entry of a Final Notice by the FSA finding that Royal Dutch and Shell Transport breached market abuse provisions of the UK’s Financial Services and Markets Act 2000 and the Listing Rules made under it and agreed to pay a penalty of £17 million. The penalties from the SEC and FSA have been paid by Group companies and fully included in the Income Statement of the Group for the year 2004. The United States Department of Justice has commenced a criminal investigation, and Euronext Amsterdam, the Dutch Authority Financial Markets and the California Department of Corporations are investigating the issues related to the reserves recategorisation. Management of the Group cannot currently predict the manner and timing of the resolution of these pending matters and is currently unable to estimate the range of reasonably possible losses from such matters. Group companies are subject to a number of other loss contingencies arising out of litigation and claims brought by governmental and private parties, which are handled in the ordinary course of business. The operations and earnings of Group companies continue, from time to time, to be affected to varying degrees by political, legislative, fiscal and regulatory developments, including those relating to the protection of the environment and indigenous people, in the countries in which they operate. The industries in which Group companies are engaged are also subject to physical risks of various types. The nature and frequency of these developments and events, not all of which are covered by insurance, as well as their effect on future operations and earnings, are unpredictable.

334 9. Reconciliations from US GAAP to IFRS (a) Reconciliation of Statement of Income

$ million Effect of transition First Quarter 2004 US GAAP to IFRS(1) IFRS Sales proceeds 74,908 (160) 74,748 Less: Sales taxes, excise duties and similar levies (17,694) 214 (17,480) Revenue 57,214 54 57,268 Cost of sales (47,261) (176) (47,437) Gross profit 9,953 (122) 9,831 Selling and distribution expenses (2,835) (78) (2,913) Administrative expenses (471) 8 (463) Exploration (124) 13 (111) Research and development (136) 136 — Share of profit of equity accounted investments 1,290 (159) 1,131 Net finance costs (152) (110) (262) Other income 436 — 436 Income before taxation 7,961 (312) 7,649 Taxation (3,490) 668 (2,822) Income from continuing operations 4,471 356 4,827 Income from discontinued operations 262 (242) 20 Income for the period 4,733 114 4,847

Attributable to minority interests 125 20 145 Income attributable to Parent Companies 4,608 94 4,702

$ million Effect of transition 2004 US GAAP to IFRS(2) IFRS Sales proceeds 337,522 1,234 338,756 Less: Sales taxes, excise duties and similar levies (72,332) (38) (72,370) Revenue 265,190 1,196 266,386 Cost of sales (221,678) (1,581) (223,259) Gross profit 43,512 (385) 43,127 Selling and distribution expenses (12,340) (210) (12,550) Administrative expenses (2,516) (6) (2,522) Exploration (1,823) 14 (1,809) Research and development (553) 553 — Share of profit of equity accounted investments 5,653 (638) 5,015 Net finance costs (561) (54) (615) Other income 1,013 — 1,013 Income before taxation 32,385 (726) 31,659 Taxation (15,136) 2,969 (12,167) Income from continuing operations 17,249 2,243 19,492 Income from discontinued operations 1,560 (1,794) (234) Income for the period 18,809 449 19,258

Attributable to minority interests 626 91 717 Income attributable to Parent Companies 18,183 358 18,541

(1) See Note 9(d). (2) See Note 9(e).

335 (b) Reconciliation of Equity At 1 January 2004 (date of transition to IFRS)

$ million Effect of transition US GAAP to IFRS(1) IFRS ASSETS Non-current assets Property, plant and equipment 87,088 (807) 86,281 Intangible assets 4,735 (342) 4,393 Investments: equity accounted investments 19,371 (192) 19,179 financial assets 3,403 (54) 3,349 Deferred tax 2,092 971 3,063 Employee benefit assets 6,516 (5,055) 1,461 Other 2,741 138 2,879 125,946 (5,341) 120,605 Current assets Inventories 12,690 (13) 12,677 Accounts receivable 28,969 (326) 28,643 Cash and cash equivalents 1,952 (10) 1,942 43,611 (349) 43,262 Total assets 169,557 (5,690) 163,867 LIABILITIES Non-current liabilities Debt 9,100 174 9,274 Deferred tax 15,185 (1,384) 13,801 Employee benefit obligations 4,927 2,018 6,945 Other provisions 3,955 986 4,941 Other 6,054 (2,032) 4,022 39,221 (238) 38,983 Current liabilities Debt 11,027 6 11,033 Accounts payable and accrued liabilities 32,347 (1,568) 30,779 Taxes payable 5,927 (561) 5,366 Employee benefit obligations — 319 319 Other provisions — 1,075 1,075 Dividends payable to Parent Companies 5,123 — 5,123 54,424 (729) 53,695 Total liabilities 93,645 (967) 92,678

EQUITY Equity attributable to Parent Companies 72,497 (4,716) 67,781 Minority interests 3,415 (7) 3,408 Total equity (see Note 9(c)) 75,912 (4,723) 71,189 Total liabilities and equity 169,557 (5,690) 163,867

(1) See Note 9(f)

336 At 31 March 2004

$ million Effect of transition US GAAP to IFRS(1) IFRS ASSETS Non-current assets Property, plant and equipment 86,141 (603) 85,538 Intangible assets 4,708 (335) 4,373 Investments: equity accounted investments 19,976 (88) 19,888 financial assets 2,648 (51) 2,597 Deferred tax(2) 2,092 958 3,050 Employee benefit assets 6,881 (5,223) 1,658 Other 3,034 142 3,176 125,480 (5,200) 120,280 Current assets Inventories 13,615 (13) 13,602 Accounts receivable 30,664 (435) 30,229 Cash and cash equivalents 5,732 (9) 5,723 50,011 (457) 49,554 Total assets 175,491 (5,657) 169,834 LIABILITIES Non-current liabilities Debt 9,728 174 9,902 Deferred tax(2) 15,174 (1,414) 13,760 Employee benefit obligations 4,940 1,949 6,889 Other provisions 4,360 883 5,243 Other 6,189 (1,897) 4,292 40,391 (305) 40,086 Current liabilities Debt 7,548 4 7,552 Accounts payable and accrued liabilities 32,377 (869) 31,508 Taxes payable 9,950 (1,200) 8,750 Employee benefit obligations — 315 315 Other provisions — 1,048 1,048 Dividends payable to Parent Companies 5,091 — 5,091 54,966 (702) 54,264 Total liabilities 95,357 (1,007) 94,350 EQUITY Equity attributable to Parent Companies 76,359 (4,641) 71,718 Minority interests 3,775 (9) 3,766 Total equity (see Note 9(c)) 80,134 (4,650) 75,484 Total liabilities and equity 175,491 (5,657) 169,834

(1) See Note 9(g). (2) The amount of deferred tax assets at 31 March 2004 under US GAAP has not been recalculated from the amount at 31 December 2003.

337 At 31 December 2004

$ million Effect of transition US GAAP to IFRS(1) IFRS ASSETS Non-current assets Property, plant and equipment 88,940 (1,022) 87,918 Intangible assets 4,890 (362) 4,528 Investments: equity accounted investments 19,743 750 20,493 financial assets 2,748 (48) 2,700 Deferred tax 1,995 794 2,789 Employee benefit assets 8,278 (5,799) 2,479 Other 4,369 121 4,490 130,963 (5,566) 125,397 Current assets Inventories 15,391 (16) 15,375 Accounts receivable 37,998 (559) 37,439 Cash and cash equivalents 8,459 (6) 8,453 61,848 (581) 61,267 Total assets 192,811 (6,147) 186,664 LIABILITIES Non-current liabilities Debt 8,600 258 8,858 Deferred tax 14,844 (1,914) 12,930 Employee benefit obligations 5,044 1,751 6,795 Other provisions 5,709 1,119 6,828 Other 8,065 (2,265) 5,800 42,262 (1,051) 41,211 Current liabilities Debt 5,822 (27) 5,795 Accounts payable and accrued liabilities 40,207 (1,918) 38,289 Taxes payable 9,885 (829) 9,056 Employee benefit obligations — 339 339 Other provisions — 1,812 1,812 Dividends payable to Parent Companies 4,750 — 4,750 60,664 (623) 60,041 Total liabilities 102,926 (1,674) 101,252 EQUITY Equity attributable to Parent Companies 84,576 (4,477) 80,099 Minority interests 5,309 4 5,313 Total equity (see Note 9(c)) 89,885 (4,473) 85,412 Total liabilities and equity 192,811 (6,147) 186,664

(1) See Note 9(h).

338 (c) Analysis of effect of transition to IFRS on total equity

$ million Equity attributable to Parent Companies Parent Cumulative Unrealised Minimum Invested Companies’ currency Unrealised losses on pension by Parent Retained shares translation gains on cash ﬂow liability Share-based Minority Companies earnings held differences securities hedges adjustments compensation Total interests Total At 1 January 2004 US GAAP 741 74,906 (3,428) 1,208 700 (188) (1,442) — 72,497 3,415 75,912 Effect of transition to IFRS — (5,008) — (1,208) — — 1,442 58 (4,716) (7) (4,723) IFRS 741 69,898 (3,428) — 700 (188) — 58 67,781 3,408 71,189

At 31 March 2004 US GAAP 741 79,514 (3,436) 888 282 (199) (1,431) — 76,359 3,775 80,134 Effect of transition to IFRS — (4,914) — (1,235) — — 1,431 77 (4,641) (9) (4,650) IFRS 741 74,600 (3,436) (347) 282 (199) — 77 71,718 3,766 75,484

At 31 December 2004 US GAAP 741 85,100 (4,187) 4,356 350 (157) (1,627) — 84,576 5,309 89,885 Effect of transition to IFRS — (4,650) — (1,627) — — 1,627 173 (4,477) 4 (4,473) IFRS 741 80,450 (4,187) 2,729 350 (157) — 173 80,099 5,313 85,412

(d) Effect of transition to IFRS for First Quarter 2004

Cumulative $ million Employee (3) currency Major Discontinuedbenefits translation Reversals of inspection operations(1) Reclassifications(2) (a) (b) differences(3) Impairments(3) impairments(3) costs(3) Other Total Sales proceeds 1,301 (1,461) — — — — — — — (160) Sales taxes, excise duties and similar levies (437) 651 — — — — — — — 214 Revenue 864 (810) — — — — — — — 54 Cost of sales (418) 151 (55) (21) 16 — — 138 13 (176) Gross profit 446 (659) (55) (21) 16 — — 138 13 (122) Selling and distribution expenses (82) — 6 (2) — — — — — (78) Administrative expenses (7) — 12 — — — — — 3 8 Exploration (1) 14 — — — — — — — 13 Research and development — 136 — — — — — — — 136 Share of profit of equity accounted investments (15) (162) 1 — — — — 17 — (159) Net finance costs (12) (80) — — — — — — (18) (110) Other income — — — — — — — — — — Income before taxation 329 (751) (36) (23) 16 — — 155 (2) (312) Taxation (70) 751 12 (2) — — — (47) 24 668 Income from continuing operations 259 — (24) (25) 16 — — 108 22 356 Income from discontinued operations (242) — — — — — — — — (242) Income for the period 17 — (24) (25) 16 — — 108 22 114

Attributable to minority interests 17 — — — — — — — 3 20 Income attributable to Parent Companies — — (24) (25) 16 — — 108 19 94

339 (e) Effect of transition to IFRS for 2004

Cumulative $ million Employee (3) currency Major Discontinuedbenefits translation Reversals of inspection operations(1) Reclassifications(2) (a) (b) differences(3) Impairments(3) impairments(3) costs(3) Other Total Sales proceeds 5,044 (3,803) — — — — — — (7) 1,234 Sales taxes, excise duties and similar levies (1,537) 1,499 — — — — — — — (38) Revenue 3,507 (2,304) — — — — — — (7) 1,196 Cost of sales (1,141) 134 (306) (128) 102 (730) 211 223 54 (1,581) Gross profit 2,366 (2,170) (306) (128) 102 (730) 211 223 47 (385) Selling and distribution expenses (341) — 25 (9) 28 — — — 87 (210) Administrative expenses (28) 3 25 (5) — — — — (1) (6) Exploration (5) 19 — — — — — — — 14 Research and development — 553 — — — — — — — 553 Share of profit of equity accounted investments 252 (1,420) 6 — — 212 258 50 4 (638) Net finance costs (30) 121 — — — — — — (145) (54) Other income — — — — — — — — — — Income before taxation 2,214 (2,894) (250) (142) 130 (518) 469 273 (8) (726) Taxation (332) 2,894 77 27 — 258 — (75) 120 2,969 Income from continuing operations 1,882 — (173) (115) 130 (260) 469 198 112 2,243 Income from discontinued operations (1,794) — — — — — — — — (1,794) Income for the period 88 — (173) (115) 130 (260) 469 198 112 449

Attributable to minority interests 88 — 3 — — — — 2 (2) 91 Income attributable to Parent Companies — — (176) (115) 130 (260) 469 196 114 358

(1) The definition of activities classified as discontinued operations differs from that under US GAAP. Under IFRS equity accounted or other investments are not excluded from this classification, but the activity must be a separate major line of business or geographical area of operations. As a result, all of the items presented as discontinued operations in 2004 under US GAAP are included within continuing operations under IFRS. (2) Reclassifications are differences in line item allocation under IFRS but do not affect income compared with that shown under US GAAP. They mainly comprise impacts from reporting 1) all jointly controlled entities using the equity method, 2) the results of equity accounted investments on a single line (therefore after net finance costs and tax), 3) accretion expense arising on asset retirement obligations as net finance costs rather than as cost of sales, and 4) research and development within cost of sales. (3) See Note 9(i).

340 (f) Effect of transition to IFRS at 1 January 2004

$ million Employee Major benefits inspection Reclassifications(1) (a)(2) costs(2) Other Total ASSETS Non-current assets Property, plant and equipment (1,350) — 440 103 (807) Intangible assets (16) (326) — — (342) Investments: equity accounted investments (118) (109) 113 (78) (192) financial assets — — — (54) (54) Deferred tax — 935 (17) 53 971 Employee benefit assets — (5,055) — — (5,055) Other (14) 119 — 33 138 (1,498) (4,436) 536 57 (5,341) Current assets Inventories (13) — — — (13) Accounts receivable (328) — — 2 (326) Cash and cash equivalents (10) — — — (10) (351) — — 2 (349) Total assets (1,849) (4,436) 536 59 (5,690)

LIABILITIES Non-current liabilities Debt — — — 174 174 Deferred tax (257) (1,596) 153 316 (1,384) Employee beneﬁt obligations (20) 2,038 — — 2,018 Other provisions 1,072 — — (86) 986 Other (1,838) — — (194) (2,032) (1,043) 442 153 210 (238) Current liabilities Debt — — — 6 6 Accounts payable and accrued liabilities (1,553) — — (15) (1,568) Taxes payable (561) — — — (561) Employee beneﬁt obligations 259 60 — — 319 Other provisions 1,049 — — 26 1,075 Dividends payable to Parent Companies — — — — — (806) 60 — 17 (729) Total liabilities (1,849) 502 153 227 (967)

EQUITY Equity attributable to Parent Companies — (4,918) 368 (166) (4,716) Minority interests — (20) 15 (2) (7) Total equity — (4,938) 383 (168) (4,723) Total liabilities and equity (1,849) (4,436) 536 59 (5,690)

(1) Reclassifications are differences in line item allocation under IFRS which do not affect equity compared with that shown under US GAAP. They mainly comprise impacts from reporting all jointly controlled entities using the equity method and separate reporting of all provisions. The impact of the reclassification to report all jointly controlled entities using the equity method will also be reflected in the Supplementary information — Oil and Gas (unaudited) in the Group’s 2005 Annual Report. (2) See Note 9(i)

341 (g) Effect of transition to IFRS at 31 March 2004

$ million Employee Major benefits inspection Reclassifications(1) (a)(2) costs(2) Other(3) Total ASSETS Non-current assets Property, plant and equipment (1,255) — 578 74 (603) Intangible assets (13) (326) — 4 (335) Investments: equity accounted investments (32) (108) 134 (82) (88) financial assets — — — (51) (51) Deferred tax — 950 (19) 27 958 Employee benefit assets — (5,144) — (79) (5,223) Other (9) 119 — 32 142 (1,309) (4,509) 693 (75) (5,200) Current assets Inventories (13) — — — (13) Accounts receivable (437) — — 2 (435) Cash and cash equivalents (9) — — — (9) (459) — — 2 (457) Total assets (1,768) (4,509) 693 (73) (5,657)

LIABILITIES Non-current liabilities Debt (12) — — 186 174 Deferred tax (238) (1,594) 202 216 (1,414) Employee beneﬁt obligations (19) 1,987 — (19) 1,949 Other provisions 972 — — (89) 883 Other (1,709) — — (188) (1,897) (1,006) 393 202 106 (305) Current liabilities Debt — — — 4 4 Accounts payable and accrued liabilities (850) — — (19) (869) Taxes payable (1,200) — — — (1,200) Employee beneﬁt obligations 256 60 — (1) 315 Other provisions 1,032 — — 16 1,048 Dividends payable to Parent Companies — — — — — (762) 60 — — (702) Total liabilities (1,768) 453 202 106 (1,007) EQUITY Equity attributable to Parent Companies — (4,942) 476 (175) (4,641) Minority interests — (20) 15 (4) (9) Total equity — (4,962) 491 (179) (4,650) Total liabilities and equity (1,768) (4,509) 693 (73) (5,657)

(1) Reclassiﬁcations are differences in line item allocation under IFRS which do not affect equity compared with that shown under US GAAP. They mainly comprise impacts from reporting all jointly controlled entities using the equity method and separate reporting of all provisions. (2) See Note 9(i). (3) Includes the impact of the effect of transition to IFRS on cumulative currency translation differences.

342 (h) Effect of transition to IFRS at 31 December 2004

$ million Employee Major benefits Reversals of inspection Reclassifications(1) (a)(2) Impairments(2) impairments(2) costs(2) Other(3) Total ASSETS Non-current assets Property, plant and equipment (1,309) — (730) 211 660 146 (1,022) Intangible assets (19) (349) — — — 6 (362) Investments: equity accounted investments 222 (99) 212 397 170 (152) 750 financial assets — — — — — (48) (48) Deferred tax 6 980 12 — (31) (173) 794 Employee benefit assets — (5,377) — — — (422) (5,799) Other (8) 98 — — — 31 121 (1,108) (4,747) (506) 608 799 (612) (5,566) Current assets Inventories (16) — — — — — (16) Accounts receivable (575) — — — — 16 (559) Cash and cash equivalents (6) — — — — — (6) (597) — — — — 16 (581) Total assets (1,705) (4,747) (506) 608 799 (596) (6,147)

LIABILITIES Non-current liabilities Debt 26 — — — — 232 258 Deferred tax (206) (1,541) (246) 139 220 (280) (1,914) Employee beneﬁt obligations (21) 1,711 — — — 61 1,751 Other provisions 1,227 — — — — (108) 1,119 Other (2,014) — — — — (251) (2,265) (988) 170 (246) 139 220 (346) (1,051) Current liabilities Debt — — — — — (27) (27) Accounts payable and accrued liabilities (1,868) — — — (50) (1,918) Taxes payable (829) — — — — — (829) Employee beneﬁt obligations 282 57 — — — — 339 Other provisions 1,698 — — — — 114 1,812 Dividends payable to Parent Companies — — — — — — — (717) 57 — — — 37 (623) Total liabilities (1,705) 227 (246) 139 220 (309) (1,674) EQUITY Equity attributable to Parent Companies — (4,954) (260) 469 564 (296) (4,477) Minority interests — (20) — — 15 9 4 Total equity — (4,974) (260) 469 579 (287) (4,473) Total liabilities and equity (1,705) (4,747) (506) 608 799 (596) (6,147)

(1) Reclassifications are differences in line item allocation under IFRS which do not affect equity compared with that shown under US GAAP. They mainly comprise impacts from reporting all jointly controlled entities using the equity method and separate reporting of all provisions. The impact of the reclassification to report all jointly controlled entities using the equity method will also be reflected in the supplementary information — oil and gas (unaudited) in the Group’s 2005 Annual Report.

343 (2) See Note 9(i). (3) Includes the impact of the effect of transition to IFRS on cumulative currency translation differences.

(i) Notes to the reconciliation from US GAAP to IFRS The Group adopted IFRS in 2005, with a date of transition of 1 January 2004. Its last Financial Statements under US GAAP were for the year ended 31 December 2004. Signiﬁcant adjustments affecting income and equity, including at transition, as a result of this adoption are described below.

Employee benefits (a) Employee retirement plans and other postretirement benefits Under IFRS, all gains and losses related to defined benefit pension arrangements and other postretirement benefits at the date of transition have been recognised in the 2004 opening balance sheet, with a corresponding reduction in equity of $4,938 million. Under IFRS, the use of the fair value of pension plan assets (rather than market-related value under US GAAP) to calculate annual expected investment returns and the changed approach to amortisation of investment gains/losses can be expected to increase volatility in income going forward. Under IFRS, there is an additional charge to income in 2004 for defined benefit pension arrangements of $173 million (First Quarter 2004: $24 million).

(b) Share-based compensation Under IFRS, share options awards made after 7 November 2002 and not vested at 1 January 2005 are expensed rather than the practice under US GAAP of pro forma disclosure. 2004 income was reduced by $115 million (First Quarter 2004: $25 million).

Cumulative currency translation differences At transition the composition of equity changed because the balance of cumulative currency translation differences (CCTD) under US GAAP of $1,208 million was eliminated to increase retained earnings. Equity in total was not impacted. Because of this elimination, the amount of CCTD charged to income on disposals in 2004 was lower by $130 million (First Quarter 2004: $16 million) under IFRS compared with US GAAP.

Recoverability of assets (a) impairments: Under US GAAP, only if an asset’s estimated undiscounted future cash ﬂows are below its carrying amount is a determination required of the amount of any impairment based on discounted cash ﬂows. There is no undiscounted test under IFRS; (b) reversals of impairments: Under US GAAP impairments are not reversed. Under IFRS, a favourable change in the circumstances which resulted in an impairment of an asset other than goodwill would trigger the requirement for a redetermination of the amount of the impairment and any reversal is recognised in income. Under IFRS, in 2004 previous impairments of certain Exploration & Production assets (in the US and Venezuela) have been reversed (with a credit to income of $469 million). Also certain North American tolling assets in Gas & Power and certain Chemicals assets required impairment and the amount of the impairment for Basell (Chemicals) differed under IFRS from that under US GAAP due to the impact of CCTD (with a combined net charge to income of $260 million).

Major inspection costs Under IFRS, major inspection costs are capitalised and amortised to income over the period until the next planned major inspection. Under US GAAP prior to 2005, these costs were expensed as incurred. At transition equity increased by $383 million.

344 The impact on income going forward is reﬂected in lower operating costs and higher depreciation, with a net increase in income in 2004 of $198 million (First Quarter 2004: $108 million).

(j) Reconciliation of Statement of Cash Flows

$ million Effect of transition First Quarter 2004 US GAAP to IFRS IFRS Cash flow from operating activities 7,797 321 8,118 Cash flow from investing activities (1,182) (107) (1,289) Cash flow from financing activities (2,820) (213) (3,033)

$ million Effect of transition 2004 US GAAP to IFRS IFRS Cash flow from operating activities 25,587 1,352 26,939 Cash flow from investing activities (5,643) (347) (5,990) Cash flow from financing activities (13,550) (1,001) (14,551)

Cash flow from operating activities in 2004 has increased by $1.4 billion under IFRS with an offset in cash flow from investing and financing activities. This is mainly due to:

— different presentation of interest (interest paid is now included in ﬁnancing activities and interest received in investing activities) with an effect of $0.5 billion;

— write-offs of previously capitalised exploratory well costs are now added back within cash ﬂow from operating activities and not deducted from capital expenditure in investing activities with an effect of $0.5 billion; and

— major inspection costs are capitalised (and therefore shown in investing activities) and were previously expensed. This has an effect of $0.4 billion.

345 3. UNAUDITED FIRST QUARTER 2005 FINANCIAL REPORT RELATING TO ROYAL DUTCH

The following is the unaudited ﬁrst quarter 2005 ﬁnancial information relating to Royal Dutch:

Operating and Financial Review for First Quarter 2005 Royal Dutch’s principal investment is a 60% interest in the Royal Dutch/Shell Group of Companies. For details of the activities of this investment refer to the Royal Dutch/Shell Group of Companies Operating and Financial Review for first quarter 2005. Royal Dutch had a first quarter 2005 net income of 01,192 million compared to 02,192 million in the first quarter 2004, mainly due to changes in the accounting policies for investments. During the first quarter 2005 the Company declared and paid 02,157 million in dividends to shareholders (first quarter 2004: declared 02,125 million). For 2004 the Company’s investment in Royal Dutch/Shell Group of Companies is stated at an amount equal to its 60% share in group net assets based on Netherlands GAAP (037,018 million). The investment in associated company is accounted for using the equity method (0179 million). From 1 January 2005, under International Accounting Standards financial instruments, which are classified by the Company as available for sale, are stated at fair value (095,791 million as at 31 March 2005) with any resultant gain or loss being recognised directly in equity in the investment revaluation reserves. It is proposed that Royal Dutch Shell will become the new parent company for the Royal Dutch/Shell Group of Companies following the Annual General Meetings of Royal Dutch and Shell Transport. Following this, Royal Dutch will become an intermediate holding company within the Royal Dutch Shell Group.

STATEMENT OF INCOME

Presented under IFRS

3 million Three months ended Three months ended 31 March 2005 31 March 2004 Share in the net income of Companies of the Royal Dutch/Shell Group — 2,192 Share in the net income of Companies of the Royal Dutch/Shell Group — 2,192 Administrative expenses (3) (2) Dividend income 1,192 — Net ﬁnance income 32 Income before taxation 1,192 2,192 Taxation —— Income for the period attributable to equity holders 1,192 2,192

Euro Euro Basic earnings per share (see note 9) 0.59 1.08 Diluted earnings per share (see note 9) 0.59 1.08

346 UNAUDITED CONDENSED INTERIM FINANCIAL REPORT BALANCE SHEET

Presented under IFRS

3 million At At At 31, March 31, December 31, March Note 2005 2004 2004 ASSETS Non-current assets Shares (unlisted) in Companies of the Royal Dutch/Shell Group — 37,018 37,269 Investment in associated company — 179 — Available for sale investments 95,791 — — Total non-current assets 95,791 37,197 37,269 Current assets Other receivables 6 964 2,165 2,469 Cash and cash equivalents 708 296 386 Total current assets 1,672 2,461 2,855 Total assets 97,463 39,658 40,124

LIABILITIES Non-current liabilities Debt 1—— Total non-current liabilities 1—— Current liabilities Accounts payable and accrued liabilities 7 419 13 8 Total current liabilities 419 13 8 Total liabilities 420 13 8 EQUITY Issued capital 8 1,165 1,166 1,167 Share premium reserve 1 1 1 Investment revaluation reserves 94,365 35,772 36,024 Other statutory reserves 15 15 15 Retained earnings 1,497 2,691 2,909 Total equity 97,043 39,645 40,116 Total liabilities and equity 97,463 39,658 40,124

347 UNAUDITED CONDENSED INTERIM FINANCIAL REPORT STATEMENT OF CHANGES IN EQUITY

Presented under IFRS

3 million Issued capital Investment/ Other and share revaluation statutory Retained Total premium reserve reserves earnings equity At 31 December 2004 1,167 35,772 15 2,691 39,645 Change upon implementation of IAS 32 and IAS 39 Financial Instruments (1) 49,246 — — 49,245 At 1 January 2005 1,166 85,018 15 2,691 88,890 Net income for the period — — — 1,192 1,192 Change in fair value of equity securities available for sale — 9,347 — — 9,347 Total recognised income for the period — 9,347 — 1,192 10,539 Distribution — — — (2,157) (2,157) Repurchase of share capital — — — (229) (229) At 31 March 2005 1,166 94,365 15 1,497 97,043

3 million Issued capital Investment/ Other and share revaluation statutory Retained Total premium reserve reserves earnings equity At 1 January 2004 1,168 33,103 15 2,909 37,195 Net income for the period — — — 2,192 2,192 Other changes in net assets of Group Companies — 729 — — 729 Total recognised income for period — 729 — 2,192 2,921 Transfer to Investment revaluation reserves — 2,192 — (2,192) — At 31 March 2004 1,168 36,024 15 2,909 40,116

348 UNAUDITED CONDENSED INTERIM FINANCIAL REPORT STATEMENT OF CASH FLOWS

Presented under IFRS

3 million Three months ended Three months ended 31 March 2005 31 March 2004 Cash flow from operating activities: Income for the period 1,192 2,192 Adjustments for: Dividend received (1,192) — Interest income (3) (2) Decrease in net working capital 440 15 Net income from equity accounted investments — (2,192) Cash flow from operating activities (pre tax) 437 13 Taxation paid —— Cash flow from operating activities 437 13 Cash flow from investing activities: Dividends received from Companies of the Royal Dutch/Shell Group 2,358 — Interest received 32 Cash flow from investing activities 2,361 2 Cash flow from financing activities: Repurchase of share capital, including expenses (229) — Interest paid —— Dividends paid (2,157) — Cash flow from financing activities (2,386) — Net increase in cash and cash equivalents 412 15 Cash and cash equivalents at beginning of period 296 371 Cash and cash equivalents at end of period 708 386

349 NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL REPORT

1. General information N.V. Koninklijke Nederlandsche Petroleum Maatschappij (Royal Dutch), one of the Parent Companies of the Royal Dutch/Shell Group of Companies, is a holding company which in conjunction with The ‘‘Shell’’ Transport and Trading Company, p.l.c. (Shell Transport), owns, directly or indirectly, investments in numerous companies referred to collectively as ‘‘the Group’’.

Arrangements between Royal Dutch and Shell Transport provide, inter alia, that notwithstanding variations in shareholdings, Royal Dutch and Shell Transport shall share in the aggregate net assets and in the aggregate dividends and interest received from Group companies in the proportion of 60:40. It is further arranged that the burden of taxes in the nature of or corresponding to an income tax leviable in respect of such dividends and interest shall fall in the same proportion.

The Condensed Interim Financial Report was authorised for issue by the Board of Directors on 9 May 2005 and should be read in conjunction with the ﬁnancial statements of the Company for the period ended 31 December 2004.

2. Basis of preparation The First Quarter Condensed Interim Financial Report of Royal Dutch has been prepared in accordance with International Accounting Standards (IAS) 34 Interim Financial Reporting and with the accounting policies set out in Note 3. These are the policies which the Company expects to apply in its ﬁrst annual ﬁnancial statements under International Financial Reporting Standards (IFRS) for the year ended 31 December 2005. The policies are in accordance with the recognition and measurement requirements of those IFRS and International Financial Reporting Interpretations Committee (IFRIC) interpretations issued by the International Accounting Standards Board that are effective or will be early adopted by the Company at 31 December 2005. The policies are in accordance with accounting standards adopted for use in the European Union (which are based on IFRS and IFRIC interpretations).

The results for the period ended 31 December 2004 are not statutory accounts. A copy of the statutory accounts of Royal Dutch will be prepared in accordance with Dutch legal requirements, submitted in the Dutch language to shareholders and established by an affirmative vote at the Annual General Meeting. Royal Dutch is scheduled to hold its Annual General Meeting on 28 June 2005. Accordingly, the Condensed Financial Interim Report does not, as of the date of filing, constitute its official accounts for Dutch law purposes.

This Condensed Interim Financial Report is solely prepared for the purpose of the Transaction (see Note 11) and consequently consolidated accounts are not presented.

This represents the Company’s first application of IFRS and the accounting policies are set out in Note 3. Annual Report on Form 20F/A for 2004 are prepared in accordance with Generally Accepted Accounting Principles in the Netherlands (Netherlands GAAP); accounting policies are set out in Note 2 in those accounts. Netherlands GAAP differs in certain respects from IFRS and comparative figures for 2004 have been restated as necessary in accordance with IFRS. Reconciliations and descriptions of the effect of the transition from Netherlands GAAP to IFRS on the Company’s total equity, its income for the period attributable to equity holders and cash flows are given in Note 4 including a description of the nature of the changes in accounting policies.

The policies have been consistently applied to all the periods presented except for those relating to the classiﬁcation and measurement of ﬁnancial instruments to the extent that IFRS differs from Netherlands GAAP. The Company has taken the exemption available under IFRS 1 Adoption of International Financial Reporting Standards to only apply IAS 32 and IAS 39 from 1 January 2005 and the impact on transition is described in Note 5.

The Condensed Interim Financial Report has been prepared under the historical cost basis except that the available for sale investments are stated at fair value.

350 The preparation of interim ﬁnancial information in conformity with IFRS requires the use of certain accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. Actual results may differ from these estimates.

3. Accounting Policies Investments The Company adopted IAS 32 and IAS 39 with effect from 1 January 2005 and therefore accounted for investments until the end of 2004 under Netherlands GAAP. Information for 2004 has not been restated and the impact on transition is described below.

From 1 January 2004 to 31 December 2004 The investments in and the share in the net income of Companies of the Royal Dutch/Shell Group are accounted for using the equity method. The difference between the cost of the investment and the amount at which the investment is stated in the Balance Sheet has been taken to the Investment revaluation reserves. The investment in an associate company, Shell RDS Holding B.V., is accounted for using the equity method.

From 1 January 2005 Financial instruments classiﬁed by the Company as available for sale are stated at fair value with any resultant gain or loss being recognised directly in equity in the investment revaluation reserves. The fair value of the investment in Companies of the Royal Dutch/Shell Group is measured at 60% of the market capitalisation of Royal Dutch and Shell Transport, calculated using the quoted closing bid price at the balance sheet date less the individual assets and liabilities of the Parent Companies. The fair value of the investment in Shell RDS Holding B.V. is based on the fair value of its underlying assets.

Cash and cash equivalents Cash and cash equivalents comprises cash balances and short-term rolling deposits.

Issued capital The Company adopted IAS 32 and IAS 39 with effect from 1 January 2005 and therefore, accounted for share capital until the end of 2004 under Netherlands GAAP. Information for 2004 has not been restated and the impact on transition is described below.

From 1 January 2004 to 31 December 2004 All shares are classiﬁed as Shareholders’ equity.

Repurchase of share capital When Ordinary shares are repurchased by Royal Dutch under the share buy back programme, the amount of consideration paid, including directly attributable costs, is recognised as a change in equity. Nominal share capital is cancelled upon approval by the Annual General Meeting of Shareholders.

From 1 January 2005 Ordinary shares are classified as equity. Priority shares are classified as a liability because dividend payments are not discretionary. Dividends thereon are recognised in the income statement as net finance income.

351 Debt Debt is recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, debt is stated at amortised cost with any difference between cost and redemption value being recognised in the statement of income over the period of the debt using the effective interest rate method.

Foreign currency transactions Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to euros at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the statement of income. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

Taxation Income tax on the proﬁt or loss for the period comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates, enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided using the liability method of accounting for income taxes based on provisions of enacted or substantively enacted laws. Recognition is given to deferred tax assets and liabilities for the expected future tax consequences of events that have been recognised in the Condensed Interim Financial Report or in the tax returns (temporary differences); deferred tax is not generally provided on initial recognition of an asset or liability in a transaction that, at the time of the transaction, affects neither accounting nor taxable proﬁt. In estimating these tax consequences, consideration is given to expected future events. Deferred tax assets are recognised where future recovery is probable.

Dividend income Dividend income is recognised in the statement of income on the date the entity’s right to receive payments is established.

Net ﬁnance income Net ﬁnance income comprises of interest receivable on funds invested, foreign exchange gains and losses and from 1 January 2005 dividends on priority shares recognised as debt. Interest is recognised in the statement of income as it accrues, using the effective interest method.

New Accounting Standards and interpretations IFRS is currently being applied in Europe and in other parts of the world simultaneously for the first time. Furthermore, due to a number of new and revised Standards included within the body of Standards that comprise IFRS, there is not yet a significant body of established practice on which to draw in forming judgements regarding interpretation and application. Accordingly, practice is continuing to evolve and the full financial effect of reporting under IFRS as it would be applied and reported on in the Company’s first IFRS financial statements cannot be determined with certainty.

4. Reconciliations from Netherlands GAAP to IFRS Royal Dutch’s ﬁnancial statements for the year ended 31 December 2004, published in the 2004 Annual Report on Form 20-F/A and included in the 2004 Annual Report and Accounts, are prepared in accordance with Netherlands GAAP. The analysis below shows a reconciliation of total equity, income for the period attributable to equity holders and cash ﬂows as reported under Netherlands GAAP as at

352 31 December 2004 to the total equity, income for the period attributable to equity holders and cash ﬂows under IFRS as reported in this Condensed Interim Financial Report.

(i) Reconciliation of total equity There was no difference between total equity measured under Netherlands GAAP and IFRS at 1 January 2004, the transition date. Total equity at 1 January 2004 under Netherlands GAAP includes the effect of the restatement of the Company’s investments in the Companies of the Royal Dutch/Shell Group, amounting to a reduction of 0102 million, resulting from adjustments to the Group financial statements following restatement of the Group’s unaudited proved oil and natural gas reserves, included in the 2004 Annual Report on Form 20-F/A. The effect of this restatement on the Company’s investments in the Companies of the Royal Dutch/Shell Group will be included as a prior year adjustment in the Company’s financial statements included within the 2004 Annual Report and Accounts. There was no difference between total equity measured under Netherlands GAAP and IFRS at 31 December 2004. However, an amount of 044 million was reclassified from other receivables under Netherlands GAAP to cash and cash equivalents under IFRS. The amount of 044 million represented short-term deposits with a related party which are classified as receivables under Netherlands GAAP.

(ii) Reconciliation of income for the year attributable to equity holders There was no difference between income for the year attributable to equity holders measured under Netherlands GAAP and IFRS for the year ended 31 December 2004.

(iii) Reconciliation of cash flows There are no material differences between the statement of cash flows presented under IFRS and the statement of cash flows presented under Netherlands GAAP.

353 5. Effect of adopting IAS 32 and IAS 39

Effect of 3 million IFRS adoption of IFRS 31 December IAS 32 and 1 January 2004 IAS 39 2005 ASSETS Non-current assets Shares (unlisted) in Companies of the Royal Dutch/Shell Group 37,018 (37,018) — Investment in associated company 179 (179) — Available for sale investments — 86,443 86,443 Total non-current assets 37,197 49,246 86,443 Current assets Other receivables 2,165 — 2,165 Cash and cash equivalents 296 — 296 Total current assets 2,461 — 2,461 Total assets 39,658 49,246 88,904

LIABILITIES Non-current liabilities Debt —11 Total non-current liabilities —11 Current liabilities Accounts payable and accrued liabilities 13 — 13 Total current liabilities 13 — 13 Total liabilities 13 1 14

EQUITY Issued capital 1,166 (1) 1,165 Share Premium reserve 1—1 Investment revaluation reserves 35,772 49,246 85,018 Other statutory reserves 15 — 15 Retained earnings 2,691 — 2,691 Total equity 39,645 49,245 88,890

Total liabilities and equity 39,658 49,246 88,904

The Company took the exemption not to restate its comparative information for IAS 32 and IAS 39. It therefore adopted IAS 32 and IAS 39 at 1 January 2005.

The following notes explain the adjustments made at 1 January 2005 to the Company’s Balance Sheet at 31 December 2004 to reﬂect the adoption of IAS 32 and IAS 39.

(i) Fair value of investment in Group In accordance with IAS 39 investments in Shares in Companies of the Royal Dutch/Shell Group are classiﬁed as available for sale and valued at fair value with any resultant gain or loss being recognised directly in equity. Under Netherlands GAAP the investments in Shares in Companies of the Royal Dutch/Shell Group were accounted for by the equity method, based on 60% of the net assets of the Group as presented in the Group Financial Statements in accordance with Netherlands GAAP.

(ii) Fair value of investment in an associated company In accordance with IAS 39 the investment in an associated company is classiﬁed as available for sale and valued at fair value with any resultant gain or loss being recognised directly in equity. Under Netherlands GAAP, the investment in an associated company was accounted for using the equity method.

354 (iii) Reclassiﬁcation of Priority Shares In accordance with IAS 32, the Priority shares are classiﬁed as a liability, as although they are non- redeemable the dividend payments are not discretionary. Under Netherlands GAAP the Priority shares were included within equity.

6. Other receivables

3 million At At At 31 March 31 December 31 March 2005 2004 2004 Dividends receivable from Companies of the Royal Dutch/Shell Group 963 2,130 2,449 Other receivables 13520 964 2,165 2,469

7. Accounts payable and accrued liabilities

3 million At At At 31 March 31 December 31 March 2005 2004 2004 Amounts due to Companies of the Royal Dutch/Shell Group 23 6 — Unclaimed dividends 96— Other payables and accrued liabilities 386 — 8 Taxes payable 11— 419 13 8

8. Issued capital At 31 March 2005 the authorised share capital of the Company was 01,792,000,000 divided into 3,198,000,000 ordinary shares with a par value of 00.56 each and 1,500 Priority shares with a par value of 0448. At 31 March 2005, the Company has issued and paid-up 2,081,725,000 Ordinary shares with a par value of 00.56 each and 1,500 Priority shares with a par value of 0448. The Company has issued Priority shares with a mandatory dividend, which are disclosed within liabilities. The Company has repurchased 4,880,000 shares during the First Quarter of 2005 (First Quarter of 2004: nil). At the General Meeting of Shareholders, to be held on 28 June 2005, it will be proposed that all the repurchased shares will be cancelled.

9. Earnings per share The basic earnings per share amounts shown is based on the income for the period attributable to equity holders. The calculation uses a weighted average number of shares of 2,011,503,515 (2004: 2,033,223,756 shares). The earnings per share calculation excludes shares held by Group companies for share options and other incentive compensation plans. The same earnings ﬁgure is used in the basic and diluted earnings per share calculation. For the diluted earnings per share calculation the weighted average number of shares is increased by 5,970,220 for 2005 (2004: 15,033). These numbers relate to share option schemes as mentioned above.

From 1 January 2004 to 31 December 2004 Earnings per share amounts included Royal Dutch’s share of earnings retained by companies of the Royal Dutch/Shell Group. The Company included its share of earnings retained by Companies of the Royal Dutch/Shell Group in its earnings as recorded in the statement of income.

From 1 January 2005 Earnings per share are based on Royal Dutch’s own income which does not include Royal Dutch’s share of earnings retained by Companies of the Royal Dutch/Shell Group.

355 10. Related party transactions The Company invested in short-term deposits with Shell Petroleum N.V., an entity within the Royal Dutch/Shell Group. The Company earned interest on these deposits of 0222,000 (2004: 0743,000) in the three-month period ended 31 March 2005. At 31 March 2005 the balance outstanding with Shell Petroleum N.V. was 029 million (31 December 2004: 044 million and 31 March 2004: 030 million). These balances are shown within cash and cash equivalents.

11. Unification Transaction On 28 October 2004, the Royal Dutch Boards and the Shell Transport Board announced that they had unanimously agreed to propose to shareholders the unification of Royal Dutch and Shell Transport under a single parent company, Royal Dutch Shell plc. It is intended that the unification through a proposed transaction (the Transaction) pursuant to which the Company will become the parent company of Royal Dutch and Shell Transport through: ) an exchange offer being made by the Royal Dutch Shell for all the Royal Dutch shares (the Royal Dutch Offer); and ) a Scheme of Arrangement under section 425 of the UK Companies Act 1985 between Shell Transport and its ordinary shareholders (the Scheme). The terms of the Transaction reflect the current 60:40 ownership of the Royal Dutch/Shell Group by Royal Dutch and Shell Transport. The Transaction seeks to ensure that Royal Dutch Shareholders, Shell Transport Ordinary Shareholders, holders of Shell Transport Bearer Warrants and holders of Shell Transport ADRs are offered Royal Dutch Shell shares or Royal Dutch Shell ADRs representing the equivalent economic interest in the RDS Group following implementation of the Transaction as their existing shares or ADRs represent in the Royal Dutch/Shell Group.

12. Subsequent events There have been no circumstances or events subsequent to the period end, which require adjustment of or disclosure in the Condensed Interim Financial Report or in the notes thereto.

13. Changes in contingent liabilities In connection with the recategorisation of certain hydrocarbon reserves that occurred in 2004, a number of putative shareholder class actions were filed against Royal Dutch, Shell Transport, Managing Directors of Royal Dutch during the class period, Managing Directors of Shell Transport during the class period and the external auditors for Royal Dutch, Shell Transport and the Group. These actions were consolidated in the United States District Court in New Jersey and a consolidated complaint was filed in September 2004. The parties are awaiting a decision with respect to defendants’ motions to dismiss asserting lack of jurisdiction with respect to the claims of non-United States shareholders who purchased on non-United States securities exchanges and failure to state a claim. Merits discovery has not begun. The case is at an early stage and subject to substantial uncertainties concerning the outcome of the material factual and legal issues relating to the litigation, including the pending motions to dismiss on lack of jurisdiction and failure to state a claim. In addition, potential damages, if any, in a fully litigated securities class action would depend on the losses caused by the alleged wrongful conduct that would be demonstrated by individual class members in their purchases and sales of Royal Dutch and Shell Transport shares during the relevant class period. Accordingly, based on the current status of the litigation, management of the Group is unable to estimate a range of possible losses or any minimum loss. Management of the Group will review this determination as the litigation progresses. Also in connection with the hydrocarbon reserves recategorisation, putative shareholder class actions were filed on behalf of participants in various Shell Oil Company qualified plans alleging that Royal Dutch, Shell Transport and various current and former officers and directors breached various fiduciary duties to employee participants imposed by the Employee Retirement Income Security Act of 1974 (ERISA). These suits were consolidated in the United States District Court in New Jersey and a consolidated class action complaint was filed in July 2004. Defendants’ motions to dismiss have been

356 fully briefed. Some document discovery has taken place. The case is at an early stage and subject to substantial uncertainties concerning the outcome of the material factual and legal issues relating to the litigation, including the pending motion to dismiss and the legal uncertainties with respect to the methodology for calculating damage, if any, should defendants become subject to an adverse judgment. The Group is in settlement discussions with counsel for plaintiffs, which it hopes will lead to a successful resolution of the case without the need for further litigation. No ﬁnancial provisions have been taken with respect to the ERISA litigation.

The reserves recategorisation also led to the filing of shareholder derivative actions in June 2004. The four suits pending in New York state court, New York federal court and New Jersey federal court demand Group management and structural changes and seek unspecified damages from current and former members of the Boards of Directors of Royal Dutch and Shell Transport. The suits are in preliminary stages and no responses are yet due from defendants. The Group is in settlement discussions with counsel for plaintiffs, which it hopes will lead to a successful resolution of the case without the need for further litigation. Because any money ‘‘damages’’ in the derivative actions would be paid to Royal Dutch and Shell Transport, management of the Group does not believe that the resolution of these suits will have a material adverse effect on the Group’s financial condition or operating results.

The United States Securities and Exchange Commission (SEC) and UK Financial Services Authority (FSA) issued formal orders of private investigation in relation to the reserves recategorisation which Royal Dutch and Shell Transport resolved by reaching agreements with the SEC and the FSA. In connection with the agreement with the SEC, Royal Dutch and Shell Transport consented, without admitting or denying the SEC’s findings or conclusions, to an administrative order finding that Royal Dutch and Shell Transport violated, and requiring Royal Dutch and Shell Transport to cease and desist from future violations of, the antifraud, reporting, recordkeeping and internal control provisions of the US Federal securities laws and related SEC rules, agreed to pay a $120 million civil penalty and undertook to spend an additional $5 million developing a comprehensive internal compliance program. In connection with the agreement with the FSA, Royal Dutch and Shell Transport agreed, without admitting or denying the FSA’s findings or conclusions, to the entry of a Final Notice by the FSA finding that Royal Dutch and Shell Transport breached market abuse provisions of the UK’s Financial Services and Markets Act 2000 and the Listing Rules made under it and agreed to pay a penalty of £17 million. The penalties from the SEC and FSA have been paid by Group companies and fully included in the Income Statement of the Group. The United States Department of Justice has commenced a criminal investigation, and Euronext Amsterdam, the Dutch Authority Financial Markets and the California Department of Corporations are investigating the issues related to the reserves recategorisation. Management of the Group cannot currently predict the manner and timing of the resolution of these pending matters and is currently unable to estimate the range of reasonably possible losses from such matters.

Group companies are subject to a number of other loss contingencies arising out of litigation and claims brought by governmental and private parties, which are handled in the ordinary course of business.

The operations and earnings of Group companies continue, from time to time, to be affected to varying degrees by political, legislative, ﬁscal and regulatory developments, including those relating to the protection of the environment and indigenous people, in the countries in which they operate. The industries in which Group companies are engaged are also subject to physical risks of various types. The nature and frequency of these developments and events, not all of which are covered by insurance, as well as their effect on future operations and earnings, are unpredictable.

357 4. UNAUDITED FIRST QUARTER 2005 FINANCIAL REPORT RELATING TO SHELL TRANSPORT

The following is the unaudited ﬁrst quarter 2005 ﬁnancial report relating to Shell Transport:

Operating and Financial Review for First Quarter 2005 Shell Transport’s principal investment is a 40% interest in the Royal Dutch/Shell Group of Companies. For details of the activities of this investment refer to the Royal Dutch/Shell Group Operating and financial review for first quarter 2005. Shell Transport had a first quarter 2005 net income of £551.4 million compared to £1.2 million loss in the first quarter 2004. This difference is due to receiving dividends on a quarterly rather than a half yearly basis. During the first quarter 2005 the Company declared and paid £1,029.6 million in dividends to shareholders (first quarter 2004: declared £932.9 million). For 2004 the Company’s investments in the Royal Dutch/Shell Group of Companies is stated at an amount equal to its 40% of the net assets of the Group (£17,452.6 million). Other investments are held at historical cost (£82.6 million). From 1 January 2005, under International Financial Reporting Standards financial instruments which are classified by the Company as available for sale, are stated at fair value (£44,023.4 million as at 31 March 2005) with any resultant gain or loss being recognised directly in equity in the revaluation reserve. It is proposed that Royal Dutch Shell will become the new parent company for the Royal Dutch/Shell Group following the annual general meetings of Shell Transport and Royal Dutch. Following this, Shell Transport will become an intermediate holding company within the Royal Dutch Shell Group.

STATEMENT OF INCOME Presented under IFRS

£ million Three Three months months ended ended 31 March 31 March 2005 2004 Administrative expenses (1.6) (2.0) Dividend income 551.1 – Net ﬁnance income 2.2 0.8 Income/(loss) before taxation 551.7 (1.2) Taxation (0.3) – Income/(loss) for the period attributable to equity holders 551.4 (1.2)

pence pence Basic earnings per share (see note 10) 5.8 – Diluted earnings per share (see note 10) 5.8 –

358 UNAUDITED CONDENSED INTERIM FINANCIAL REPORT BALANCE SHEET

Presented under IFRS

£ million At 31 March At 31 December At 31 March Note 2005 2004 2004 ASSETS Non-current assets Shares (unlisted) in companies of the Royal Dutch/Shell Group — 17,452.6 16,568.2 Other investments — 82.6 — Available for sale investments 44,023.4 — — Total non-current assets 44,023.4 17,535.2 16,568.2 Current assets Other receivables 6 445.8 970.4 1,140.3 Cash and cash equivalents 160.6 203.6 86.0 Total current assets 606.4 1,174.0 1,226.3 Total assets 44,629.8 18,709.2 17,794.5

LIABILITIES Non-current liabilities Debt 12.0 — — Total non-current liabilities 12.0 — — Current liabilities Debt 0.1 — — Accounts payable and accrued liabilities 7 30.7 14.8 946.5 Taxes payable 0.2 — 0.1 Total current liabilities 31.0 14.8 946.6 Total liabilities 43.0 14.8 946.6 EQUITY Issued capital 8 2,400.8 2,418.2 2,428.9 Capital redemption reserve 85.1 79.7 69.0 Revaluation reserve 41,441.1 14,952.9 14,068.5 Retained earnings 659.8 1,243.6 281.5 Total equity 44,586.8 18,694.4 16,847.9 Total liabilities and equity 44,629.8 18,709.2 17,794.5

359 UNAUDITED CONDENSED INTERIM FINANCIAL REPORT STATEMENT OF CHANGES IN EQUITY

Presented under IFRS

£ million Capital Issued redemption Revaluation Retained capital reserve reserve earnings Total equity At 31 December 2004 2,418.2 79.7 14,952.9 1,243.6 18,694.4 Change upon implementation of IAS 32 and IAS 39 Financial Instruments (12.0) — 23,214.1 — 23,202.1 At 1 January 2005 2,406.2 79.7 38,167.0 1,243.6 41,896.5 Net income for the period — — — 551.4 551.4 Change in fair value of equity securities available for sale — — 3,274.1 — 3,274.1 Total recognised income for the period — — 3,274.1 551.4 3,825.5 Distribution — — — (1,029.6) (1,029.6) Repurchase of share capital (5.4) 5.4 — (105.6) (105.6) At 31 March 2005 2,400.8 85.1 41,441.1 659.8 44,586.8

£ million Capital Issued redemption Revaluation Retained capital reserve reserve earnings Total equity At 1 January 2004 2,428.9 69.0 13,700.9 1,215.6 17,414.4 Net income for the period — — — (1.2) (1.2) Change in directors’ valuation — — 367.6 — 367.6 Total recognised income for the period — — 367.6 (1.2) 366.4 Distribution — — — (932.9) (932.9) At 31 March 2004 2,428.9 69.0 14,068.5 281.5 16,847.9

360 UNAUDITED CONDENSED INTERIM FINANCIAL REPORT STATEMENT OF CASH FLOWS

Presented under IFRS

£ million Three months Three months ended ended 31 March 31 March 2005 2004 Cash flows from operating activities: Income/(loss) for the period 551.4 (1.2) Adjustments for: Taxation accrued 0.3 — Dividends receivable (551.1) — Interest income (2.4) (0.8) Interest expense 0.2 — Decrease in net working capital 0.8 1.1 Cash flows from operating activities (pre tax) (0.8) (0.9) Taxation paid (0.1) (0.1) Cash flows from operating activities (0.9) (1.0)

Cash ﬂows from investing activities: Dividends received from Companies of the Royal Dutch/Shell Group 1,075.8 — Interest received 2.4 0.8 Cash ﬂows from investing activities 1,078.2 0.8

Cash flows from financing activities: Repurchase of share capital, including expenses (105.6) — Interest paid (0.2) — Dividends paid (1,014.5) (0.9) Cash flows from financing activities (1,120.3) (0.9) Decrease in cash and cash equivalents (43.0) (1.1) Cash and cash equivalents at beginning of period 203.6 87.1 Cash and cash equivalents at end of period 160.6 86.0

361 UNAUDITED CONDENSED INTERIM FINANCIAL REPORT NOTES TO THE CONDENSED INTERIM FINANCIAL REPORT

1. General information The ‘‘Shell’’ Transport and Trading Company, p.l.c. (Shell Transport), a company incorporated in England, one of the Parent Companies of the Royal Dutch/Shell Group of Companies, is a holding company which in conjunction with Royal Dutch Petroleum Company (N.V. Koninklijke Nederlandsche Petroleum Maatschappij) (Royal Dutch), owns, directly or indirectly, investments in numerous companies referred to collectively as ‘‘the Group’’. Arrangements between Royal Dutch and Shell Transport provide, inter alia, that notwithstanding variations in shareholdings, Royal Dutch and Shell Transport shall share in the aggregate net assets and in the aggregate dividends and interest received from Group companies in the proportion of 60:40. It is further arranged that the burden of taxes in the nature of or corresponding to an income tax leviable in respect of such dividends and interest shall fall in the same proportion. The Condensed Interim Financial Report was authorised for issue by the Board of Directors on 9 May 2005 and should be read in conjunction with the ﬁnancial statements of the Company for the period ended 31 December 2004.

2. Basis of preparation The First Quarter Condensed Interim Financial Report of Shell Transport has been prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting and with the policies set out in Note 3. These are the policies which the Company expects to apply in its first annual financial statements under International Financial Reporting Standards (IFRS) for the year ended 31 December 2005. The policies are in accordance with the recognition and measurement requirements of those IFRS and International Financial Reporting Interpretations Committee (IFRIC) interpretations issued by the International Accounting Standards Board that are effective or will be early adopted by the Company at 31 December 2005. The policies are also in accordance with accounting standards adopted for use in the European Union (which are based on IFRS and IFRIC interpretations). The financial information, including the comparative information, included in this Condensed Interim Financial Report do not constitute statutory accounts of the company as defined by the Companies Act 1985. The 2004 statutory accounts have not yet been filed with the Registrar of Companies. An unqualified audit report under Section 235 of the Companies Act 1985 has been made by the Company’s auditors on the 2004 statutory accounts. This Condensed Interim Financial Report is solely prepared for the purpose of the Transaction (see Note 11). This represents the Company’s first application of IFRS and the accounting policies are set out in Note 3. Accounts for 2004 are prepared in accordance with United Kingdom General Accepted Accounting Principles (UK GAAP); accounting policies are set out in Note 2 in those accounts. UK GAAP differs in certain respects from IFRS and comparative figures for 2004 have been restated as necessary in accordance with IFRS. Reconciliations and descriptions of the effect of the transition from UK GAAP to IFRS on the Company’s total equity, its income for the period attributable to equity holders and cash flows are given in Note 4 including a description of the nature of the changes in accounting policies. The policies have been consistently applied to all the periods presented except for those relating to the classification and measurement of financial instruments to the extent that IFRS differs from UK GAAP. The Company has taken the exemption available under IFRS 1 First-time Adoption of International Financial Reporting Standards to only apply IAS 32 and IAS 39 from 1 January 2005 and the impact on transition is described in Note 5. The Condensed Interim Financial Report has been prepared under the historical cost convention except that available for sale investments are stated at their fair value.

362 The preparation of interim ﬁnancial information in conformity with IFRS requires the use of certain accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. Actual results may differ from these estimates.

3. Accounting policies Investments The company adopted IAS 32 and IAS 39 with effect from 1 January 2005 and therefore, accounted for investments until the end of 2004 under UK GAAP. Information for 2004 has not been restated and the impact on transition is described below.

From 1 January 2004 to 31 December 2004 The Company’s investments in Group companies comprises a 40% interest in the Group’s net assets. An amount equal to 40% of the net assets of the Group, as presented in the Group Financial Statements in accordance with Netherlands GAAP, is included in the Company’s accounts as the Directors’ valuation of this investment. The difference between the cost and the amount at which the investments are stated in the Balance Sheet has been taken to the revaluation reserve. Other ﬁxed asset investments are held at historical cost.

From 1 January 2005 Financial instruments classiﬁed by the Company as available for sale are stated at fair value with any resultant gain or loss being recognised directly in equity in the revaluation reserve. The fair value of the investments in Companies of the Royal Dutch/Shell Group is measured at 40% of the market capitalisation of Royal Dutch and Shell Transport, calculated using the quoted closing bid price at the balance sheet date, less the individual assets and liabilities of the Parent Companies. The fair value of the investment in Shell RDS Holding B.V. is based on the fair value of its underlying assets.

Cash and cash equivalents Cash and cash equivalents comprises cash balances and short-term rolling deposits.

Issued capital The Company adopted IAS 32 and IAS 39 with effect from 1 January 2005 and therefore, accounted for share capital until the end of 2004 under UK GAAP. Information for 2004 has not been restated and the impact on transition is described below.

From 1 January 2004 to 31 December 2004 All shares are classiﬁed as shareholders’ funds. UK GAAP includes a concept of allocating shareholders’ funds between equity and non-equity interests. As a result of this the First and Second Preference shares of the Company were classiﬁed as non-equity within shareholders’ funds.

Repurchase of share capital When share capital recognised as equity is repurchased, the amount of consideration paid, including directly attributable costs, is recognised as a change in equity. Share capital is cancelled on all shares that are repurchased under the Company’s share buy back programme. As required by the UK Companies Act 1985, the equivalent of the nominal value of the shares cancelled is transferred to a capital redemption reserve.

From 1 January 2005 Ordinary shares are classified as equity. Preference shares with cumulative non-discretionary dividends are classified as a liability. Dividends thereon are recognised in the statement of income as net finance income.

363 Repurchase of share capital When share capital recognised as equity is repurchased, the amount of consideration paid, including directly attributable costs, is recognised as a change in equity. Share capital is cancelled on all shares that are repurchased under the Company’s share buy back programme. As required by the UK Companies Act 1985, the equivalent of the nominal value of the shares cancelled is transferred to a capital redemption reserve.

Debt Debt is recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, debt is stated at amortised cost with any difference between cost and redemption value being recognised in the statement of income over the period of the debt using the effective interest rate method.

Foreign currency transactions Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to pound sterling at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the statement of income. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

Taxation Income tax on the income or loss for the period comprises current and deferred tax. Income tax is recognised in the statement of income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates, enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided using the liability method of accounting for income taxes based on provisions of enacted or substantively enacted laws. Recognition is given to deferred tax assets and liabilities for the expected future tax consequences of events that have been recognised in the Condensed Interim Financial Report or in the tax returns (temporary differences); deferred tax is not generally provided on initial recognition of an asset or liability in a transaction that, at the time of the transaction, affects neither accounting nor taxable proﬁt. In estimating these tax consequences, consideration is given to expected future events. Deferred tax assets are recognised where future recovery is probable.

Dividend income Dividend income is recognised in the statement of income on the date the entity’s right to receive payments is established.

Finance income and ﬁnance costs Net ﬁnance income comprises of interest receivable on funds invested, foreign exchange gains and losses and from 1 January 2005 dividends on preference shares recognised as a liability. Interest is recognised in the statement of income as it accrues, using the effective interest method.

New Accounting Standards and Interpretations IFRS is currently being applied in Europe and in other parts of the world simultaneously for the ﬁrst time. Furthermore, due to a number of new and revised standards included within the body of standards that comprise IFRS, there is not yet a signiﬁcant body of established practice on which to draw in forming judgements regarding interpretation and application. Accordingly, practice is continuing to

364 evolve and the full financial effect of reporting under IFRS as it would be applied and reported on in the Company’s first IFRS financial statements cannot be determined with certainty.

4. Reconciliations from UK GAAP to IFRS Shell Transport’s financial statements for the year ended 31 December 2004, published in the 2004 Annual Report on Form 20-F/A and included in the 2004 Annual Report and Accounts, are prepared in accordance with UK GAAP. The analysis below shows a reconciliation of total equity, income for the period attributable to equity holders and cash flows as reported under UK GAAP as at 31 December 2004 to the total equity, income for the period attributable to equity holders and cash flows under IFRS as reported in this Condensed Interim Financial Report. In addition, there is a reconciliation of total equity under UK GAAP to IFRS at 1 January 2004, the transition date.

(i) Reconciliation of equity

£ million 1 January Note 2004 Equity per UK GAAP* 16,481.5 Adjustments to IFRS: Dividends payable iv 932.9 Equity per IFRS 17,414.4 * This includes the effect of the restatement of the Company’s investments in the Companies of the Royal Dutch/Shell Group, amounting to a reduction of £78.6 million, resulting from adjustments to the Group Financial Statements following restatement of the Group’s unaudited proved oil and natural gas reserves, included in the 2004 Annual Report on Form 20-F. The effect of this restatement on the Company’s investments in the Companies of the Royal Dutch/Shell Group will be included as a prior year adjustment in the Company’s ﬁnancial statements included within the 2004 Annual Report and Accounts.

£ million 31 December Note 2004 Equity per UK GAAP 17,664.5 Adjustments to IFRS: Dividends payable iv 1,029.9 Equity per IFRS 18,694.4

(ii) Reconciliation of income for the year attributable to equity holders There was no difference between income for the year attributable to equity holders measured under UK GAAP and IFRS for the year ended 31 December 2004.

(iii) Reconciliation of cash flows Income taxes of £0.3 million paid during the year ended 31 December 2004 are classified as a part of operating cash flows under IFRS, but were included in a separate category of tax cash flows under UK GAAP. Dividends paid on ordinary shares of £1,535.4 million are classified as cash flows from financing activities under IFRS, but were included in a separate category of equity dividends paid under UK GAAP. Preference dividends paid of £0.8 million during the year ended 31 December 2004 are classified as a part of operating cash flows under IFRS, but were included in Returns on Investments and Servicing of Finance under UK GAAP. Cash and cash equivalents includes short-term deposits of £203.0 million under IFRS, under UK GAAP the same has been included in the management of liquid resources category. There are no other material differences between the statement of cash flows presented under IFRS and the statement of cash flows presented under UK GAAP.

(iv) Explanation of reconciling items between UK GAAP and IFRS In accordance with IAS 10, dividends declared after the balance sheet date but before the ﬁnancial statements are authorised for issue are not recognised as a liability at the balance sheet date. Under UK GAAP dividends were recorded in the year in respect of which they are declared (in the case of

365 interim dividends) or proposed by the board of directors to the shareholders (in the case of ﬁnal dividends).

5. Effect of adopting IAS 32 and IAS 39

£ million Effect of IFRS adoption IFRS 31 December of IAS 32 1 January 2004 and IAS 39 2005 ASSETS Non-current assets Shares (unlisted) in companies of the Royal Dutch/Shell Group 17,452.6 (17,452.6) — Other investments 82.6 (82.6) — Available for sale investments — 40,749.3 40,749.3 Total non-current assets 17,535.2 23,214.1 40,749.3 Current assets Other receivables 970.4 — 970.4 Cash and cash equivalents 203.6 — 203.6 Total current assets 1,174.0 — 1,174.0 Total assets 18,709.2 23,214.1 41,923.3

LIABILITIES Non-current liabilities Debt — 12.0 12.0 Total non-current liabilities — 12.0 12.0 Current liabilities Debt —0.30.3 Accounts payable and accrued liabilities 14.8 (0.3) 14.5 Total current liabilities 14.8 — 14.8 Total liabilities 14.8 12.0 26.8 EQUITY Issued capital 2,418.2 (12.0) 2,406.2 Capital redemption reserve 79.7 — 79.7 Revaluation reserve 14,952.9 23,214.1 38,167.0 Retained earnings 1,243.6 — 1,243.6 Total equity 18,694.4 23,202.1 41,896.5 Total liabilities and equity 18,709.2 23,214.1 41,923.3

The Company took the exemption not to restate its comparative information for IAS 32 and IAS 39. It therefore, adopted IAS 32 and IAS 39 at 1 January 2005. The following notes explain the adjustments made at 1 January 2005 to the Company’s Balance Sheet at 31 December 2004 to reﬂect the adoption of IAS 32 and IAS 39.

(i) Fair value of investment in Group In accordance with IAS 39 investments in shares in Companies of the Royal Dutch/Shell Group are classiﬁed as available for sale and valued at fair value with any resultant gain or loss being recognised directly in equity. Under UK GAAP the investments in shares in Companies of the Royal Dutch/Shell Group were carried at a Directors’ valuation based on 40% of the net assets of the Group as presented in the Group Financial Statements in accordance with Netherlands GAAP with any resultant gain or loss being recognised directly in equity.

(ii) Fair value of other investments In accordance with IAS 39 other investments are classiﬁed as available for sale and valued at fair value with any resultant gain or loss being recognised directly in equity. Under UK GAAP, other investments were carried at cost.

366 (iii) Reclassification of Preference Shares In accordance with IAS 32, the First Preference shares and Second Preference shares are classified as a liability, as although they are non-redeemable the dividend payments are not discretionary. Under UK GAAP the First Preference shares and Second Preference shares were classified as non-equity shares within shareholders’ funds.

6. Other receivables

£ million At 31 March At 31 December At 31 March 2005 2004 2004 Dividends receivable from Companies of the Royal Dutch/Shell Group 445.4 970.1 1,140.3 Other receivables 0.4 0.3 — 445.8 970.4 1,140.3

7. Accounts payable and accrued liabilities

£ million At 31 March At 31 December At 31 March 2005 2004 2004 Amounts due to Companies of the Royal Dutch/Shell Group 1.2 0.9 0.4 Unclaimed dividends 28.0 10.9 11.3 Other payables and accrued liabilities 1.5 2.7 1.8 Preference dividends accrued — 0.3 0.1 Ordinary dividends payable — — 932.9 30.7 14.8 946.5

8. Issued capital

Number of shares £ Equity shares Ordinary shares of 25p each As of 1 January 2005 9,624,900,000 2,406,225,000 Shares repurchased for cancellation (21,550,000) (5,387,500) At 31 March 2005 9,603,350,000 2,400,837,500

The Company also has issued non-redeemable preference shares with a mandatory dividend, which are disclosed within liabilities.

At 31 March 2005 the authorised share capital of the Company was £2,500,000,000 divided into 9,948,000,000 Ordinary shares of 25 pence each, 3,000,000 First Preference shares of £1 each and 10,000,000 Second Preference shares of £1 each.

9. Reserves Capital redemption reserve The Capital redemption reserve relates to the nominal value of shares repurchased. The UK Companies Act 1985, requires the equivalent of the nominal value of the shares cancelled to be transferred to a capital redemption reserve.

Revaluation reserve The revaluation reserve relates to the cumulative net change in the Directors’ valuation of the investments in Group companies. From 1 January 2005 the cumulative net change in the fair value of available for sale investments is recognised in the revaluation reserve.

367 10. Earnings per share The previously published ﬁnancial information included adjusted basic and diluted earnings per share amounts that have not been disclosed in this report. Those adjusted earnings per share amounts illustrated the effect of adding Shell Transport’s share of earnings retained by Companies of the Royal Dutch/Shell Group to the Company’s own earnings as recorded in the statement of income.

The basic earnings per share amount shown is based on the income/(loss) for the period attributable to equity holders. The calculation uses a weighted average number of shares of 9,434,732,591 (2004: 9,519,320,000 shares). The earnings per share calculation excludes shares held by Group companies for share options and other incentive compensation plans. The same earnings ﬁgure is used in the basic and diluted earnings per share calculation. For the diluted earnings per share calculation the weighted average number of shares is increased by 20,290,426 for 2005 (2004: 279,000). These numbers relate to share option schemes as mentioned above.

) an exchange offer being made by Royal Dutch Shell for all the Royal Dutch shares (the Royal Dutch Offer); and

) a Scheme of Arrangement under section 425 of the UK Companies Act 1985 between Shell Transport and its ordinary shareholders (the Scheme).

13. Changes in Contingent Liabilities In connection with the recategorisation of certain hydrocarbon reserves that occurred in 2004, a number of putative shareholder class actions were ﬁled against Royal Dutch, Shell Transport, Managing Directors of Royal Dutch during the class period, Managing Directors of Shell Transport during the class period and the external auditors for Royal Dutch, Shell Transport and the Group. These actions were consolidated in the United States District Court in New Jersey and a consolidated complaint was ﬁled in September 2004. The parties are awaiting a decision with respect to defendants’ motions to dismiss asserting lack of jurisdiction with respect to the claims of non-United States shareholders who purchased on non-United States securities exchanges and failure to state a claim. Merits discovery has not begun. The case is at an early stage and subject to substantial uncertainties concerning the outcome of the material factual and legal issues relating to the litigation, including the pending motions to dismiss on lack of jurisdiction and failure to state a claim. In addition, potential damages, if any, in a fully litigated securities class action would depend on the losses caused by the alleged wrongful conduct that would be demonstrated by individual class members in their purchases and sales of Royal Dutch and Shell Transport shares during the relevant class period. Accordingly, based on the current status of the litigation, management of the Group is unable to estimate a range of possible losses or any minimum loss. Management of the Group will review this determination as the litigation progresses.

368 Also in connection with the hydrocarbon reserves recategorisation, putative shareholder class actions were filed on behalf of participants in various Shell Oil Company qualified plans alleging that Royal Dutch, Shell Transport and various current and former officers and directors breached various fiduciary duties to employee participants imposed by the Employee Retirement Income Security Act of 1974 (ERISA). These suits were consolidated in the United States District Court in New Jersey and a consolidated class action complaint was filed in July 2004. Defendants’ motions to dismiss have been fully briefed. Some document discovery has taken place. The case is at an early stage and subject to substantial uncertainties concerning the outcome of the material factual and legal issues relating to the litigation, including the pending motion to dismiss and the legal uncertainties with respect to the methodology for calculating damage, if any, should defendants become subject to an adverse judgment. The Group is in settlement discussions with counsel for plaintiffs, which it hopes will lead to a successful resolution of the case without the need for further litigation. No financial provisions have been taken with respect to the ERISA litigation. The reserves recategorisation also led to the filing of shareholder derivative actions in June 2004. The four suits pending in New York state court, New York federal court and New Jersey federal court demand Group management and structural changes and seek unspecified damages from current and former members of the Boards of Directors of Royal Dutch and Shell Transport. The suits are in preliminary stages and no responses are yet due from defendants. The Group is in settlement discussions with counsel for plaintiffs, which it hopes will lead to a successful resolution of the case without the need for further litigation. Because any money ‘‘damages’’ in the derivative actions would be paid to Royal Dutch and Shell Transport, management of the Group does not believe that the resolution of these suits will have a material adverse effect on the Group’s financial condition or operating results. The United States Securities and Exchange Commission (SEC) and UK Financial Services Authority (FSA) issued formal orders of private investigation in relation to the reserves recategorisation which Royal Dutch and Shell Transport resolved by reaching agreements with the SEC and the FSA. In connection with the agreement with the SEC, Royal Dutch and Shell Transport consented, without admitting or denying the SEC’s findings or conclusions, to an administrative order finding that Royal Dutch and Shell Transport violated, and requiring Royal Dutch and Shell Transport to cease and desist from future violations of, the antifraud, reporting, recordkeeping and internal control provisions of the US Federal securities laws and related SEC rules, agreed to pay a $120 million civil penalty and undertook to spend an additional $5 million developing a comprehensive internal compliance program. In connection with the agreement with the FSA, Royal Dutch and Shell Transport agreed, without admitting or denying the FSA’s findings or conclusions, to the entry of a Final Notice by the FSA finding that Royal Dutch and Shell Transport breached market abuse provisions of the UK’s Financial Services and Markets Act 2000 and the Listing Rules made under it and agreed to pay a penalty of £17 million. The penalties from the SEC and FSA have been paid by Group companies and fully included in the Income Statement of the Group for the year 2004. The United States Department of Justice has commenced a criminal investigation, and Euronext Amsterdam, the Dutch Authority Financial Markets and the California Department of Corporations are investigating the issues related to the reserves recategorisation. Management of the Group cannot currently predict the manner and timing of the resolution of these pending matters and is currently unable to estimate the range of reasonably possible losses from such matters. Group companies are subject to a number of other loss contingencies arising out of litigation and claims brought by governmental and private parties, which are handled in the ordinary course of business. The operations and earnings of Group companies continue, from time to time, to be affected to varying degrees by political, legislative, fiscal and regulatory developments, including those relating to the protection of the environment and indigenous people, in the countries in which they operate. The industries in which Group companies are engaged are also subject to physical risks of various types. The nature and frequency of these developments and events, not all of which are covered by insurance, as well as their effect on future operations and earnings, are unpredictable.

369 PART XVII

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION RELATING 12.32(b) TO THE RDS GROUP AS AT AND FOR THE YEAR ENDED 31 DECEMBER 2004

A2/1 The following unaudited pro forma combined financial information is being provided to give a better 12.29 A1/20.2 understanding of what the results of operations and financial position of Royal Dutch Shell might have 12.30(a) looked like on a combined basis had the Transaction occurred on an earlier date. The unaudited pro 12.33 forma combined financial information is being furnished solely for illustrative purposes. Furthermore 12.30(b) because of the nature of pro forma information, this information addresses a hypothetical situation and 12.30(c) does not represent the actual financial position or results of Royal Dutch Shell. Therefore for these reasons, the information is not necessarily indicative of the combined results of operations or financial position of Royal Dutch Shell that would have been achieved for the dates or periods indicated, nor it is necessarily indicative of the results of operations or financial position of Royal Dutch Shell that may or may not be expected to occur in the future. No account has been taken in the unaudited pro forma combined financial information of any efficiency that may, or may be expected to, occur following the Transaction. Nor have adjustments been made to take account of the trading or other changes in financial position of the RDS Group since 31 December 2004.

A2/5 The unaudited pro forma combined income statement information for the year ended 31 December 2004 gives effect to (i) the Transaction (assuming full acceptance of the Royal Dutch Offer) and (ii) the redemption of the Royal Dutch Priority Shares and the cancellation and repayment of Shell Transport First Preference Shares and the Shell Transport Second Preference Shares (together, the ‘‘Share Redemptions’’) as if each had occurred on 1 January 2004. The unaudited pro forma combined balance sheet information as at 31 December 2004 gives effect to (i) the Transaction and (ii) the Share Redemptions as if each had occurred on 31 December 2004. In preparing this unaudited pro forma combined ﬁnancial information, it has been assumed that all holders of Royal Dutch Shares exchange their shares in the Royal Dutch Offer.

The unaudited pro forma combined financial information of Royal Dutch Shell is based on the historical 12.31(a) A2/4 financial information of Royal Dutch Shell, the historical financial information of the Royal Dutch/Shell Group and on the historical financial information of Royal Dutch and Shell Transport which are set out in Parts XII, XIII, XIV and XV of these Listing Particulars respectively. The historical financial information of Royal Dutch Shell has been prepared in accordance with UK GAAP and presented in US dollars. The historical financial information of the Royal Dutch/Shell Group has been prepared in accordance with US GAAP and presented in US dollars. The historical financial information of Royal Dutch has been prepared in accordance with Netherlands GAAP and presented in euros. The historical financial information of Shell Transport has been prepared in accordance with UK GAAP and presented in pounds sterling. For the purposes of the unaudited pro forma combined financial information, information derived from the financial statements of Royal Dutch Shell, Royal Dutch and Shell Transport has been converted to US GAAP and presented in US dollars. The pro forma adjustments reflect the following: ) the exchange of outstanding Royal Dutch ordinary shares for ‘‘A’’ Shares and ‘‘A’’ ADRs in the Royal Dutch Offer and the cancellation of outstanding Shell Transport Ordinary Shares, Shell Transport ADRs and issuance of ‘‘B’’ Shares and ‘‘B’’ Shares underlying the ‘‘B’’ ADRs pursuant to the Scheme; ) the elimination of transactions between Royal Dutch Shell, Royal Dutch, Shell Transport and the Royal Dutch/Shell Group to reflect Royal Dutch, Shell Transport and the Royal Dutch/Shell Group companies becoming consolidated subsidiaries of Royal Dutch Shell; ) the redemption by Royal Dutch of the Royal Dutch Priority Shares for aggregate consideration of approximately $1 million; ) the cancellation and repayment by Shell Transport of the Shell Transport First Preference Shares and Shell Transport Second Preference Shares for aggregate consideration of approximately $28 million; and

370 ) the incurrence of approximately $115 million of transaction costs, including investment banking, legal and registration expenses, of which $91 million is estimated to be incurred after 31 December 2004. The Transaction will be accounted for using a carry-over of the historical costs of the assets and liabilities of the Royal Dutch/Shell Group, Royal Dutch and Shell Transport. It will not be accounted for as a business combination. Royal Dutch and Shell Transport entered into a scheme of amalgamation dated 12 September 1906 and agreements from 1907 by which the scheme of amalgamation was implemented and pursuant to which they ‘‘amalgamated’’ their interests in the oil industry in a transaction that would have been accounted for as a business combination under current accounting standards. Since that time, Royal Dutch has owned 60 per cent. of the Royal Dutch/Shell Group and Shell Transport has owned 40 per cent. of the Royal Dutch/Shell Group. All operating activities have been conducted through the Royal Dutch/Shell Group and the Royal Dutch/Shell Group has operated as a single economic enterprise. Economic interests of the Royal Dutch and Shell Transport shareholders in the Royal Dutch/Shell Group reflect the 60:40 economic interests of Royal Dutch and Shell Transport in the Royal Dutch/Shell Group. The Transaction would have little impact on the economic rights and exposures of shareholders of Royal Dutch and Shell Transport, as the separate assets and liabilities of Royal Dutch and Shell Transport are not material in relation to their interests in the Royal Dutch/Shell Group, and the Transaction would not result in the acquisition of any new businesses or operating assets and liabilities. In addition, the Transaction would not affect the proved oil and gas reserve information reported by the Royal Dutch/Shell Group, Royal Dutch and Shell Transport. While the Transaction would result in the inclusion of Royal Dutch and Shell Transport in the consolidated financial statements of Royal Dutch Shell, Royal Dutch Shell believes that the effect of such inclusion would be de minimis, as shown in the pro forma financial information included herein.

371 A2/2 Unaudited Pro Forma Combined Balance Sheet as at 31 December 2004 12.31 A2/3 12.33 A2/5 US GAAP

Pro forma combined Royal Dutch Royal Dutch/ Royal Shell Pro forma Royal Dutch Shell Shell Group Dutch Transport Adjustments Shell Note 1 Note 2 Note 3 Note 4 Note 5 Note 6 $ million Fixed assets Tangible assets — 88,940 — — — 88,940 Intangible assets — 4,890 — — — 4,890 Investments: companies of the Royal Dutch/Shell Group — — 50,746 33,830 (84,576)(a) — associated companies — 19,743 — — — 19,743 securities — 1,627 — — — 1,627 other — 1,121 244 160 (404)(b) 1,121 Total ﬁxed assets — 116,321 50,990 33,990 (84,980) 116,321 Other long-term assets — 14,642 — — — 14,642 Current assets Inventories — 15,391 — — — 15,391 Accounts receivable 1 37,998 3,012 1,870 (4,818)(c) 38,063 Investments 391 — — — (391)(d) — Cash and cash equivalents 12 8,459 344 393 (29)(e) 9,179 Total current assets 404 61,848 3,356 2,263 (5,238) 62,633 Current liabilities: amounts due within one year Short-term debt — (5,822) — — 60(f) (5,762) Accounts payable and accrued liabilities (7) (40,207) (18) (29) 308(g) (39,953) Taxes payable — (9,885) — — — (9,885) Dividends payable — (4,750) — — 4,750(c) — Total current liabilities (7) (60,664) (18) (29) 5,118 (55,600) Net current assets/(liabilities) 397 1,184 3,338 2,234 (120) 7,033 Total assets less current liabilities 397 132,147 54,328 36,224 (85,100) 137,996 Long-term liabilities: amounts due after more than one year Long-term debt — (8,600) — — — (8,600) Other — (8,065) — — — (8,065) — (16,665) — — — (16,665) Provisions Deferred taxation — (14,844) — — — (14,844) Pensions and similar obligations — (5,044) — — — (5,044) Decommissioning and restoration costs — (5,709) — — — (5,709) — (25,597) — — — (25,597) Group net assets before minority interests 397 89,885 54,328 36,224 (85,100) 95,734 Minority interests — (5,309) — — — (5,309) Net assets 397 84,576 54,328 36,224 (85,100) 90,425

Shareholders’ equity 397 84,576 54,328 36,224 (85,100)(h) 90,425

372 A2/2 Unaudited Pro Forma Combined Income Statement for the year ended 31 December 2004 12.31 A2/3 12.33 A2/5 US GAAP

Pro forma combined Royal Dutch Royal Dutch/ Royal Shell Pro forma Royal Dutch Shell* Shell Group Dutch Transport Adjustments Shell Note 1 Note 2 Note 3 Note 4 Note 5 Note 6 $ million (except per share amounts) Sales proceeds — 337,522 — — — 337,522 Sales taxes, excise duties and similar levies — (72,332) — — — (72,332) Net proceeds — 265,190 — — — 265,190 Cost of sales — (221,678) — — — (221,678) Gross profit — 43,512 — — — 43,512 Selling and distribution expenses — (12,340) — — — (12,340) Administrative expenses (3) (2,516) (10) (13) (91)(i) (2,633) Exploration — (1,823) — — — (1,823) Research and development — (553) — — — (553) Share of operating profit of associated companies — 5,653 — — — 5,653 Operating profit (3) 31,933 (10) (13) (91) 31,816 Share in net income of Royal Dutch/ Shell Group — — 10,910 7,273 (18,183)(j) — Interest and other income 1 1,705 12 13 (1)(k) 1,730 Interest expense — (1,214) — — 1(k) (1,213) Currency exchange losses — (39) — — — (39) Income before taxation (2) 32,385 10,912 7,273 (18,274) 32,294 Taxation — (15,136) (1) — — (15,137) Income after taxation (2) 17,249 10,911 7,273 (18,274) 17,157 Income applicable to minority interests — (626) — — — (626) Income from continuing operations (2) 16,623 10,911 7,273 (18,274) 16,531 Income from discontinued operations, net of tax — 1,560 — — — 1,560 Net income (2) 18,183 10,911 7,273 (18,274) 18,091

Earnings per share (Note 7) ($) Basic — N/A 5.39 0.77 N/A 2.67 Diluted — N/A 5.39 0.77 N/A 2.67

* For the period from 21 October 2004 to 31 December 2004

373 A2/5 Notes to the Unaudited Pro Forma Combined Balance Sheet and Income Statement for the year ended 31 December 2004

Note 1: Royal Dutch Shell Royal Dutch Shell has not engaged in any operational activities since its incorporation. Apart from the contemplated Transaction, Royal Dutch Shell has only borne the costs of administration expenses, acquired investments and issued share capital. Between the date of incorporation and the date of acquisition by Shell RDS Holding B.V. (21 October 2004) these activities relate to previous owners and are inconsequential in amount. Under US GAAP, ﬁnancial statements are not required to be presented for the period from 1 January 2004 to 21 October 2004.

Information on the Royal Dutch Shell balance sheet has been extracted without material adjustment 12.31(b) from the financial information set out in Part XII of these Listing Particulars. 12.33 The income statement figures reflect Royal Dutch Shell’s historical results of operation from 21 October 2004 to 31 December 2004 in accordance with US GAAP and presented in US dollars. The information presented in the first two columns of the table below on Royal Dutch Shell has been extracted without material adjustment from the financial information set out in Part XII of these Listing Particulars. For purposes of the unaudited pro forma combined income statement, there is no difference between the UK GAAP financial information for the 10 months ended 31 December 2004 and for the period from 21 October 2004 to 31 December 2004. The information presented in the last column of the table below on Royal Dutch Shell has been derived without material adjustment from the financial information set out in Note 17 of Part XII of the Listing Particulars.

Royal Dutch Shell Income Statement Period ended 31 December 2004 Push down UK GAAP accounting(a) US GAAP ($ million) ($ million) ($ million) Administrative expenses — (3) (3) Operating proﬁt —(3)(3) Interest and other income 1 — 1 Income before taxation 1(3)(2) Taxation ——— Net income 1(3)(2)

(a) Under US GAAP push down accounting requirements, the excess of the consideration paid by Shell RDS Holding B.V. over the book value of the net assets of Royal Dutch Shell at the date of acquisition (which did not differ from the fair value) would have been recorded as an increase in equity and would have been charged to the Income Statement of Royal Dutch Shell as an organisation cost.

Note 2: Royal Dutch/Shell Group

Information on the Royal Dutch/Shell Group has been extracted without material adjustment from the 12.31(b) ﬁnancial information set out in Part XIII of these Listing Particulars. 12.33

Note 3: Royal Dutch

The balance sheet and income statement figures for Royal Dutch reflect its historical financial position 12.31(b) and results of operations in accordance with US GAAP and presented in US dollars. Set forth below are 12.33 tables that present a reconciliation of the financial position and results of operations of Royal Dutch, the financial statements of which are prepared in accordance with Netherlands GAAP and presented in euros, to US GAAP and a conversion of the line items into US dollars. The information presented in the first four columns of the tables below on Royal Dutch has been extracted without material adjustment from the financial information set out on Part XIV of these Listing

374 Particulars with the exception of diluted Earnings per share which has been derived without material adjustment from the ﬁnancial information set out in Part XIV of these Listing Particulars. The information presented in the last two columns of the tables below on Royal Dutch has been derived without material adjustment from Note 17 in the ﬁnancial information set out in Part XIV of these Listing Particulars.

Royal Dutch Balance Sheet As at 31 December 2004 Netherlands Amortisation Reversal of GAAP of goodwill(a)(i) Impairments(a)(ii) impairments(a)(iii) US GAAP US GAAP(b) (3 million) (3 million) (3 million) (3 million) (3 million) ($ million) Fixed assets Investments: companies of the Royal Dutch/ Shell Group 37,018 200 200 (206) 37,212 50,746 other investments 179 — — — 179 244 Total ﬁxed assets 37,197 200 200 (206) 37,391 50,990 Current assets Accounts receivable 2,209 — — — 2,209 3,012 Cash and cash equivalents 252 — — — 252 344 Total current assets 2,461 — — — 2,461 3,356 Current liabilities: amounts due within one year: Accounts payable and accrued liabilities (13) — — — (13) (18) Total current liabilities (13) — — — (13) (18) Net current assets 2,448 — — — 2,448 3,338 Net assets 39,645 200 200 (206) 39,839 54,328

Royal Dutch Income Statement Year ended 31 December 2004 Netherlands Amortisation Reversal of GAAP of goodwill(a)(i) Impairments(a)(ii) impairments(a)(iii) US GAAP US GAAP(c) (3 million) (3 million) (3 million) (3 million) (3 million) ($ million) Administrative expenses (8) — — — (8) (10) Operating proﬁt (8) — — — (8) (10) Share in net income of Royal Dutch/Shell Group 8,712 81 220 (226) 8,787 10,910 Interest and other income 10 — — — 10 12 Income before taxation 8,714 81 220 (226) 8,789 10,912 Taxation (1) — — — (1) (1) Net income 8,713 81 220 (226) 8,788 10,911

33333$ Earnings per share(d) Basic 4.31 0.04 0.11 (0.11) 4.35 5.39 Diluted 4.30 0.04 0.11 (0.11) 4.34 5.39

(a) The figures in these columns reflect the adjustment required to reconcile Royal Dutch’s financial position and results from operations from Netherlands GAAP to US GAAP. (i) An adjustment to Royal Dutch’s share of net income and net assets of Royal Dutch/Shell Group companies to eliminate the amortisation of goodwill. Under US GAAP goodwill is not amortised, but instead is tested for impairment annually or when certain events occur that indicate potential impairment. Under Netherlands GAAP, goodwill is amortised on a straight-line basis over its estimated useful economic life, which is assumed not to exceed 20 years unless there are grounds to rebut this assumption; (ii) An adjustment to Royal Dutch’s share of net income and net assets in relation to impairments. Under US GAAP, only if an asset’s estimated undiscounted future cash flows are below its carrying amount is a determination required of the amount of any impairment based on discounted cash flows. There is no undiscounted test under Netherlands GAAP; and

375 (iii) An adjustment to Royal Dutch’s share of net income and net assets in relation to recoverability of assets. Under US GAAP reversals of impairments are not permitted. Under Netherlands GAAP, a favourable change in the circumstances, which resulted in an impairment, would trigger the requirement for a redetermination of the amount of the impairment and any reversal is recognised in income. (b) This column presents Royal Dutch’s ﬁnancial position in accordance with US GAAP, translated into US dollars using the closing exchange rate as at 31 December 2004 ($1 = 30.73). (c) This column represents Royal Dutch’s income statement in accordance with US GAAP, translated into US dollars using the average exchange rate during 2004 ($1 = 30.81), with the exception of the dividends received from the Royal Dutch/Shell Group companies, which were translated at the exchange rates on the dates of payment of those dividends. (d) The basic earnings per share amounts are based on net income and after deducting the 4 per cent. cumulative preference dividend on Royal Dutch Priority Shares, which dividend totalled 326,880 in 2004. The calculation is based on a weighted average number of Royal Dutch Shares of 2,023,212,126 in 2004. This amount is based on outstanding Royal Dutch Shares, after deduction of Royal Dutch Shares held by Royal Dutch/Shell Group companies in respect of share options and other incentive compensation plans. For the purpose of the calculation, Royal Dutch Shares repurchased under the buyback program are deemed to have been cancelled on the purchase date. Diluted earnings per share are based on net income and after deducting the 4 per cent. cumulative preference dividend on Royal Dutch Priority Shares. For this calculation, the weighted number of Royal Dutch Shares is increased by 2,283,163 for 2004 to reﬂect the dilutive effect of potentially issuable shares relating to share options and other incentive compensation plans.

Note 4: Shell Transport

The balance sheet and income statement figures for Shell Transport reflect its historical financial 12.31(b) position and results of operations in accordance with US GAAP and presented in US dollars. Set forth 12.33 below are tables that present a reconciliation of the financial position and results of operations of Shell Transport, the financial statements of which are prepared in accordance with UK GAAP and presented in pounds sterling, to US GAAP and a conversion of the line items into US dollars. The information presented in the first five columns of the table below on the Shell Transport balance sheet has been extracted without material adjustment from the financial information set out in Part XV of these Listing Particulars. The information presented in the last two columns has been derived without material adjustment from the financial information set out in Note 14 of Part XV of these Listing Particulars. The information presented in the first six columns of the table below on the Shell Transport income statement has been extracted without material adjustment from the financial information set out in Part XV of these Listing Particulars with the exception of diluted Earnings per share which has been derived without material adjustment from the financial information set out in Part XV of these Listing Particulars. The information presented in the last two columns has been derived without material adjustment from the financial information set out in Note 14 of Part XV of these Listing Particulars.

376 Shell Transport Balance Sheet As at 31 December 2004 Dividends Amortisation Reversal of UK GAAP payable(a)(i) of goodwill(a)(ii) Impairments(a)(iii) impairments(a)(iv) US GAAP US GAAP(b) (£ million) (£ million) (£ million) (£ million) (£ million) (£ million) ($ million) Fixed assets Investments: companies of the Royal Dutch/Shell Group 17,452 — 94 95 (97) 17,544 33,830 other investments 83 — — — — 83 160 Total ﬁxed assets 17,535 — 94 95 (97) 17,627 33,990 Current assets Accounts receivable 970 — — — — 970 1,870 Cash and cash equivalents 204 — — — — 204 393 Total current assets 1,174 — — — — 1,174 2,263 Current liabilities: amounts due within one year Accounts payable and accrued liabilities (15) — — — — (15) (29) Dividends payable (1,030) 1,030 — — — — — Total current liabilities (1,045) 1,030 — — — (15) (29) Net current assets 129 1,030 — — — 1,159 2,234 Net assets 17,664 1,030 94 95 (97) 18,786 36,224

Shell Transport Income Statement Year ended 31 December 2004 Share in Less: Netherlands Income from GAAP net shares in income of Royal Royal Dutch/Shell Dutch/Shell Amortisation Reversal of UK GAAP Group(a)(v) Group(a)(vi) of goodwill(a)(ii) Impairments(a)(iii) impairments(a)(iv) US GAAP US GAAP(c) (£ million) (£ million) (£ million) (£ million) (£ million) (£ million) (£ million) ($ million) Administrative expenses (7) — — — — — (7) (13) Operating proﬁt (7) — — — — — (7) (13) Income from associated companies 1,735 (1,735) — — — — — — Share of operating proﬁt of associated companies — — 3,939 37 100 (103) 3,973 7,273 Interest and other income 7 — — — — — 7 13 Income before taxation 1,735 (1,735) 3,939 37 100 (103) 3,973 7,273 Taxation — — — — — — — — Net income 1,735 (1,735) 3,939 37 100 (103) 3,973 7,273

Pence Pence Pence Pence Pence Pence Pence $ Earnings per share(d) Basic 18.3 (18.3) 41.5 0.4 1.1 (1.1) 41.9 0.77 Diluted 18.3 (18.3) 41.5 0.4 1.1 (1.1) 41.9 0.77

(a) Under UK GAAP, Shell Transport, as a parent company with no subsidiaries, accounts for its share of earnings in the Royal Dutch/Shell Group on a dividend receivable basis in its profit and loss account. Its investment in the Royal Dutch/Shell Group is at a directors’ valuation based on 40 per cent. of the net assets of the Royal Dutch/Shell Group as shown in the separate Netherlands GAAP information presented by the Royal Dutch/Shell Group. This is not in accordance with US GAAP which, in the circumstances of Shell Transport, would require equity accounting. The figures in these columns reflect the adjustments required to reconcile Shell Transport’s financial position and results from operations from UK GAAP to US GAAP. (i) Under US GAAP £1,030 million of dividends declared after the 2004 year-end but before the applicable financial statements are approved, which are accrued under UK GAAP, are not recognised at year-end; (ii) An adjustment to Shell Transport’s share of net income and net assets of Royal Dutch/Shell Group companies to eliminate the amortisation of goodwill. Under US GAAP goodwill is not amortised but instead is tested for

377 impairment annually or when certain events occur that indicate potential impairment. Under Netherlands GAAP, goodwill is amortised on a straight-line basis over its estimated useful economic life, which is assumed not to exceed 20 years unless there are grounds to rebut this assumption; (iii) An adjustment to Shell Transport’s share of net income and net assets in relation to impairments. Under US GAAP, only if an asset’s estimated undiscounted future cash flows are below its carrying amount is a determination required of the amount of any impairment based on discounted cash flows. There is no undiscounted test under Netherlands GAAP; (iv) An adjustment to Shell Transport’s share of net income and net assets in relation to recoverability of assets. Under US GAAP reversals of impairments are not permitted. Under Netherlands GAAP, a favourable change in the circumstances which resulted in an impairment would trigger the requirement for a redetermination of the amount of the impairment and any reversal is recognised in income; (v) An adjustment to eliminate the income from shares in Royal Dutch/Shell Group companies recognised under UK GAAP; and (vi) An adjustment to include Shell Transport’s share in Netherlands GAAP net income of Royal Dutch/Shell Group companies. (b) This column presents Shell Transport’s financial position in accordance with US GAAP, translated into US dollars using the closing exchange rate as at 31 December 2004 ($1 = £0.52). (c) This column represents Shell Transport’s income statement in accordance with US GAAP, translated into US dollars using the average exchange during 2004 ($1 = £0.55) with the exception of the dividends received from the Royal Dutch/Shell Group companies, which were translated at the exchange rate on the date of payment of those dividends. (d) The basic earnings per share amounts shown are calculated after deducting the 5.5 per cent. and 7 per cent. cumulative dividend on Shell Transport First Preference Shares and Shell Transport Second Preference Shares, respectively, which dividends totalled £0.8 million in 2004. The calculation uses a weighted average number of Shell Transport Ordinary Shares of 9,480,407,909 in 2004. The earnings per share calculation excludes Shell Transport Ordinary Shares held by Royal Dutch/Shell Group companies for share options and other incentive compensation plans. For the purpose of the calculation, Shell Transport Ordinary Shares repurchased under the buyback program are deemed to have been cancelled on the purchase date. Diluted earnings per share are calculated after deducting the 5.5 per cent. and 7 per cent. cumulative dividend on Shell Transport First Preference Shares and Shell Transport Second Preference Shares, respectively. For this calculation, the weighted number of Shell Transport Ordinary Shares is increased by 4,772,177 for 2004 to reflect the dilutive effect of potentially issuable shares relating to share option and other incentive compensation plans.

A2/6 Note 5: Pro forma adjustments 12.31(b) This column gives effect to the adjustments necessary to reflect the Transaction (including the 12.34(a) combination of Royal Dutch Shell, the Royal Dutch/Shell Group, Royal Dutch and Shell Transport), the 12.34(b) Share Redemptions and the incurrence of transaction costs. 12.34(c) Royal Dutch currently owns 60 per cent. of the Royal Dutch/Shell Group and Shell Transport owns 40 per cent. and the exchange ratios have been set to give effect to this ownership of their economic interest in the Royal Dutch/Shell Group. The transactions to give effect to this are the exchange of outstanding Royal Dutch Ordinary Shares for ‘‘A’’ Shares and ‘‘A’’ ADRs in the offer and the cancellation of outstanding Shell Transport Ordinary Shares and Shell Transport ADRs and issuance of ‘‘B’’ Shares and ‘‘B’’ Shares underlying the ‘‘B’’ ADRs pursuant to the Scheme. These steps are transactions between entities within the unaudited pro forma combined financial information and are eliminated upon consolidation. (a) This adjustment of $84,576 million as at 31 December 2004 reflects the elimination of the investments of Royal Dutch and Shell Transport in the equity of the Royal Dutch/Shell Group (reflected in the historical accounts of Royal Dutch and Shell Transport). The corresponding adjustment is to ‘‘Shareholders’ equity’’. (b) This adjustment of $404 million as at 31 December 2004 reflects the elimination of the investments of Royal Dutch and Shell Transport in the equity of Royal Dutch Shell. The corresponding adjustment is to ‘‘Shareholders’ equity’’. This transaction is between entities within the unaudited pro forma combined financial information and is eliminated upon consolidation. (c) This adjustment of $4,818 million as at 31 December 2004 reflects: ) the elimination of dividends payable by the Royal Dutch/Shell Group to Royal Dutch and Shell Transport as at 31 December 2004 of $4,750 million (included within ‘‘Dividends payable’’ in the Royal Dutch/Shell Group balance sheet). These dividends due to Royal Dutch and Shell Transport are included within ‘‘Accounts receivable’’ in the balance sheets of Royal Dutch and

378 Shell Transport. The adjustment eliminates the ‘‘Accounts receivable’’ in the Royal Dutch and Shell Transport balance sheets and the offsetting ‘‘Dividends payable’’ in the Royal Dutch/ Shell Group balance sheet; ) the elimination of a $60 million short-term deposit by Royal Dutch with a Royal Dutch/Shell Group company as at 31 December 2004. The adjustment eliminates within ‘‘Accounts receivable’’ in the Royal Dutch balance sheet and the offsetting ‘‘Short-term debt’’ in the Royal Dutch/Shell Group balance sheet; ) the elimination of $2 million of expenses prepaid by a Royal Dutch/Shell Group company on behalf of Shell Transport as at 31 December 2004. The adjustment eliminates within ‘‘Accounts receivable’’ in the Royal Dutch/Shell Group balance sheet and the offsetting ‘‘Accounts payable and accrued liabilities’’ in the Shell Transport balance sheet; and ) the elimination of a $6 million amount payable by Royal Dutch Shell to a Royal Dutch/Shell Group company as at 31 December 2004. The adjustment eliminates within ‘‘Accounts receivable’’ in the Royal Dutch/Shell Group balance sheet and the offsetting ‘‘Accounts payable and accrued liabilities’’ in the Royal Dutch Shell balance sheet. (d) This adjustment of $391 million reflects the elimination of Royal Dutch Shell short-term investments held with a Royal Dutch/Shell Group company as at 31 December 2004. The adjustment eliminates the ‘‘Investments’’ in the Royal Dutch Shell balance sheet and the offsetting ‘‘Accounts payable and accrued liabilities’’ in the Royal Dutch/Shell Group balance sheet. (e) This adjustment of $29 million reflects the redemption by Royal Dutch of the Royal Dutch Priority Shares for aggregate consideration of approximately $1 million and the cancellation and repayment by Shell Transport of the Shell Transport First Preference Shares and Shell Transport Second Preference Shares for aggregate consideration of approximately $28 million. These amounts will be paid in cash and will reduce ‘‘Shareholders’ equity’’ by $29 million. (f) This adjustment of $60 million reflects the elimination of a short-term deposit by Royal Dutch with a Royal Dutch/Shell Group company as at 31 December 2004. The adjustment eliminates within ‘‘Short-term debt’’ in the Royal Dutch/Shell Group balance sheet and the offsetting ‘‘Accounts receivable’’ in the Royal Dutch balance sheet. (g) This adjustment of $308 million as at 31 December 2004, reflects: ) the estimated costs of the Transaction to be incurred after 31 December 2004 of $91 million. The charge of $91 million has been included as an accrual within ‘‘Accounts payable and accrued liabilities’’ in the balance sheet. The corresponding adjustment is to ‘‘Shareholders’ equity’’ in the balance sheet and to ‘‘Administrative expenses’’ in the income statement. This adjustment will not have a continuing effect on Royal Dutch Shell; ) the elimination of $2 million of expenses prepaid by a Royal Dutch/Shell Group company on behalf of Shell Transport as at 31 December 2004. The adjustment eliminates within ‘‘Accounts payable and accrued liabilities’’ in the Shell Transport balance sheet and the offsetting ‘‘Accounts receivable’’ in the Royal Dutch/Shell Group balance sheet; ) the elimination of a $6 million Royal Dutch Shell amount payable to a Royal Dutch/Shell Group company as at 31 December 2004. The adjustment eliminates within ‘‘Accounts payable and accrued liabilities’’ in the Royal Dutch Shell balance sheet and the offsetting ‘‘Accounts receivable’’ in the Royal Dutch/Shell Group balance sheet; and ) the elimination of $391 million Royal Dutch Shell deposited with a Royal Dutch/Shell Group company as at 31 December 2004. The adjustment eliminates within ‘‘Accounts payable and accrued liabilities’’ in the Royal Dutch/Shell balance sheet and the offsetting ‘‘Investments’’ in the Royal Dutch Shell balance sheet. (h) The adjustment to ‘‘Shareholders’ equity’’ reflects the elimination of the Royal Dutch and Shell Transport investment in the equity of the Royal Dutch/Shell Group of $84,576 million as at 31 December 2004, noted in (a) above, the elimination of the Royal Dutch and Shell Transport

379 investment in the equity of Royal Dutch Shell of $404 million as at 31 December 2004, noted in (b) above, the accrual for costs of the Transaction to be incurred after 31 December 2004 of $91 million noted in (g) above and $29 million for the redemption of the Royal Dutch Priority Shares and the cancellation and repayment of the Shell Transport Preference Shares noted in (e) above.

(i) This adjustment of $91 million reﬂects the estimated costs of the Transaction to be incurred after 31 December 2004. This adjustment will not have a continuing effect on Royal Dutch Shell.

(j) This adjustment of $18,183 million as at 31 December 2004 represents the elimination of Royal Dutch’s and Shell Transport’s income derived from their interests in the Royal Dutch/Shell Group.

(k) This adjustment represents the elimination of Royal Dutch Shell interest income derived from a Royal Dutch/Shell Group company. The adjustment eliminates the ‘‘Interest and other income’’ in the Royal Dutch Shell proﬁt and loss account and the offsetting ‘‘Interest expense’’ in the Royal Dutch/Shell Group proﬁt and loss account.

Note 6: Pro forma combined Royal Dutch Shell

This column in the income statement and balance sheet reﬂects the Unaudited Pro forma Combined 12.31(a) Income Statement and Balance Sheet of Royal Dutch Shell in accordance with US GAAP and presented in US dollars in order to give a better understanding of what the results of operations and ﬁnancial position of Royal Dutch Shell might have looked liked on a combined basis had the Transaction occurred on an earlier date.

Note 7: Earnings per share After the Transaction and the exchange of Royal Dutch and Shell Transport shares for Royal Dutch Shell 12.35A shares, the earnings per share for the shareholders of Royal Dutch and Shell Transport are expected to be equivalent with that for Royal Dutch Shell.

(a) Earnings per share

Earnings for Royal Dutch, Shell Transport and Royal Dutch Shell (in accordance with US GAAP and presented in US dollars) and the number of shares outstanding at 31 December 2004 are as follows:

Pro forma combined Shell Royal Dutch Pro forma Royal Dutch Royal Dutch Transport Shell adjustments Shell Earnings ($ million) at 31 December 2004 10,911 7,273 (2) (91) 18,091 Shares outstanding at 31 December 2004 2,081,725,000 9,624,900,000 — — 6,929,002,027

The unaudited basic and diluted earnings per share for the Royal Dutch Shell on a pro forma combined basis are calculated based on net income of $18,091 million at 31 December 2004 and a weighted average number of shares of 6,770,458,923 at 31 December 2004 for the basic earnings per share and 6,776,396,454 at 31 December 2004 for the diluted earnings per share.

The earnings for the shareholders of Royal Dutch and Shell Transport are reduced by the results from Royal Dutch Shell and the pro forma adjustments in determining the pro forma combined Royal Dutch Shell earnings. The Royal Dutch Shell amount reﬂects the historical results of operations from 21 October 2004 to 31 December 2004. The pro forma adjustment amount reﬂects the estimated costs of the Transaction to be incurred after 31 December 2004.

380 The weighted average number of shares outstanding during 2004 for Royal Dutch Shell is based on the equivalent weighted average number of shares for Royal Dutch and Shell Transport (see Note 7(b)) below).

Pro forma combined Royal Dutch Royal Dutch Shell Transport Shell Average number of shares outstanding during 2004 2,023,212,126 9,480,407,909 6,770,458,923 Diluted average number of shares outstanding during 2004 2,025,495,289 9,485,180,086 6,776,396,454

$$$ Earnings per share: Basic 5.39 0.77 2.67 Diluted 5.39 0.77 2.67 For illustrative purposes earnings per share is presented below as if the exchange of Royal Dutch and Shell Transport shares for Royal Dutch Shell equivalent shares had occurred on 1 January 2004. Under the terms of the Transaction, Royal Dutch and Shell Transport shares are expected to be exchanged at the agreed ratios of 1:2 and 1:0.287333066 respectively. The earnings per share for the shareholders of Royal Dutch and Shell Transport are expected to be equivalent with that for Royal Dutch Shell.

Pro forma combined Royal Dutch Royal Dutch Shell Transport Shell Average number of Royal Dutch Shell equivalent shares outstanding during 2004 4,046,424,252 2,724,034,671 6,770,458,923 Diluted average number of Royal Dutch Shell equivalent shares outstanding during 2004 4,050,990,578 2,725,405,876 6,776,396,454

$$$ Earnings per share based on Royal Dutch Shell equivalent shares: Basic 2.70 2.67 2.67 Diluted 2.69 2.67 2.67

(b) Calculation of weighted average number of shares The weighted average number of shares is based on outstanding shares, after deduction of shares held by Royal Dutch/Shell Group companies in respect of stock options and other incentive compensation plans, assuming the Royal Dutch and Shell Transport shares relating to share options schemes will be exchanged 100 per cent. and in the same ratio as mentioned above. For the purpose of the calculation, shares repurchased under the Royal Dutch and Shell Transport buyback programs are deemed to have been cancelled on the purchase date. Diluted earnings per share are based on the same net income ﬁgures. For this calculation the weighted average number of Royal Dutch and Shell Transport shares that would have been exchanged at the agreed ratios is increased by 5,937,531 at 31 December 2004 for the dilutive effect of potentially issuable shares relating to share options plans as mentioned above.

Note 8: Reconciliation between US GAAP and International Financial Reporting Standards (‘‘IFRS’’) Royal Dutch Shell will adopt IFRS in 2005. The following table provides a reconciliation between US GAAP and IFRS for Royal Dutch Shell of shareholders’ equity (group equity) and net income (income attributable to equity holders) on an unaudited pro forma combined basis as at and for the year ended 31 December 2004. The adjustments have been extracted without material adjustment from notes 9(e) and 9(h) of the unadjusted First Quarter Interim Financial Report of the Royal Dutch/Shell Group set out in Part XVI of these Listing Particulars. There are no differences for Royal Dutch, Shell Transport or Royal Dutch Shell between US GAAP and IFRS that will require adjustment for the RDS Group pro forma.

381 $ million Pro forma shareholders’ equity under US GAAP 90,425 Employee beneﬁts(a) (4,954) Impairments(b) (260) Reversal of impairments(c) 469 Major inspection costs(d) 564 Other (296) Pro forma Group equity under IFRS 85,948

$ million

Pro forma net income under US GAAP 18,091 Employee beneﬁts(a) (176) Impairments(b) (260) Reversal of impairments(c) 469 Major inspection costs(d) 196 Cumulative currency translation differences(e) 130 Share based compensation(a) (115) Other 114 Pro forma income attributable to equity holders under IFRS 18,449

The signiﬁcant adjustments affecting income and equity are described below.

(a) Employee beneﬁts including share based compensation

Unrecognised gains and losses related to defined benefit pension arrangements and other post retirement benefits at the date of transition have been recognised in the 2004 opening balance sheet, with a corresponding reduction in equity.

The use of the fair value of pension plan assets (rather than market-related value) to calculate annual expected investment returns and the changed approach to amortisation of investment gains/losses can be expected to increase volatility in income going forward.

Share option awards made from 7 November 2002 and not vested at 1 January 2005 are expensed rather than the practice under US GAAP of pro forma disclosure.

(b) Impairments

Under US GAAP, only if an asset’s estimated undiscounted future cash ﬂows are below its carrying amount is a determination required of the amount of any impairment based on discounted cash ﬂows. There is no undiscounted test under IFRS.

Under US GAAP, impairments are not reversed. Under IFRS, a favourable change in the circumstances which resulted in an impairment of an asset other than goodwill would trigger the requirement for a redetermination of the amount of the impairment and any reversal is recognised in income.

(d) Major inspection costs

Major inspection costs are capitalised and amortised to income over the period until the next planned major inspection. Under US GAAP, prior to 2005, these costs were expensed as incurred.

(e) Cumulative currency translation differences (CCTD)

At transition the composition of equity changed because the balance of CCTD under US GAAP was eliminated to increase retained earnings. Equity in total was not impacted.

382 A2/7 REPORT ON UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION FROM KPMG AUDIT PLC AND PRICEWATERHOUSECOOPERS LLP

The following is the text of a report on the unaudited pro forma combined ﬁnancial information as at and for the year ended 31 December 2004 by KPMG Audit Plc and PricewaterhouseCoopers LLP, joint reporting accountants:

KPMG Audit Plc 8 Salisbury Square PricewaterhouseCoopers LLP London EC4Y 8BB 1 Embankment Place London WC2N 6RH

The Directors Royal Dutch Shell plc Shell Centre London, SE1 7NA

Citigroup Global Markets Limited Citigroup Centre 33 Canada Square Canary Wharf London, E14 5LB

NM Rothschild & Sons Limited New Court St. Swithin’s Lane London, EC4P 4DU

19 May 2005

Dear Sirs Royal Dutch Shell plc (the ‘‘Company’’)

We report on the unaudited pro forma combined ﬁnancial information set out in Part XVII of the Company’s Listing Particulars dated 19 May 2005, which has been prepared, for illustrative purposes only, to provide information about how the proposed transaction in which the Company will become the holding company of Royal Dutch and Shell Transport together with the redemption of the Royal Dutch Priority Shares and the repurchase and cancellation of the Shell Transport Preference Shares might have affected the unaudited combined ﬁnancial information presented.

Note 8 of the unaudited pro forma combined ﬁnancial information (the ‘reconciliation’) has been prepared for illustrative purposes only to provide an illustration of the material adjustments which would be required to the unaudited pro forma combined net income for the year ended 31 December 2004 and to the unaudited pro forma combined shareholders’ equity at 31 December 2004 prepared under United States Generally Accepted Accounting Principles (‘‘US GAAP’’), to restate the information in accordance with the accounting policies the Company currently intends to adopt in its 2005 ﬁnancial statements under International Financial Reporting Standards (‘‘IFRS’’).

383 Responsibilities It is the responsibility solely of the directors of the Company to prepare the pro forma combined ﬁnancial information in accordance with paragraph 12.29 of the Listing Rules of the UK Listing Authority (including the reconciliation).

It is our responsibility to form an opinion, as required by the Listing Rules of the UK Listing Authority, on the pro forma combined financial information (including the reconciliation) and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the unaudited pro forma combined financial information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

Basis of opinion We conducted our work in accordance with the Statements of Investment Circular Reporting Standards and Bulletin 1998/8 ‘‘Reporting on pro forma financial information pursuant to the Listing Rules’’ issued by the Auditing Practices Board of the United Kingdom. Our work, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the unaudited pro forma combined financial information with the directors of the Company.

Our work has not been carried out in accordance with auditing or other standards generally accepted in the United States of America, The Netherlands or any other territory and accordingly should not be relied upon as if it had been carried out in accordance with those standards.

Opinion In our opinion:

) the unaudited pro forma combined ﬁnancial information has been properly compiled on the 12.35(a) basis set out therein;

) such basis is consistent with the US GAAP accounting policies of the Company; 12.35(b)

) the adjustments are appropriate for the purposes of the unaudited pro forma combined 12.35(c) ﬁnancial information as disclosed pursuant to paragraph 12.29 of the Listing Rules of the UK Listing Authority; and

) the reconciliation has been properly compiled on the basis set out therein, and the reconciling items are appropriate for the purpose of presenting the unaudited pro forma combined income attributable to equity holders for the year ended 31 December 2004 and the unaudited pro forma combined Group equity at 31 December 2004 on a basis consistent in all material respects with the IFRS accounting policies of the Company.

Yours faithfully

KPMG Audit Plc Chartered Accountants

PricewaterhouseCoopers LLP Chartered Accountants

384 PART XVIII

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION RELATING 12.32(c) TO THE RDS GROUP AS AT AND FOR THE THREE MONTHS ENDED 31 MARCH 2005

A2/5 The unaudited pro forma combined income statement information for the three months ended 31 March 2005 gives effect to (i) the Transaction (assuming full acceptance of the Royal Dutch Offer) and (ii) the redemption of the Royal Dutch Priority Shares and the cancellation and repayment of Shell Transport First Preference Shares and the Shell Transport Second Preference Shares (together, the ‘‘Share Redemptions’’) as if each had occurred on 1 January 2005. The unaudited pro forma combined balance sheet information as at 31 March 2005 gives effect to (i) the Transaction and (ii) the Share Redemptions as if each had occurred on 31 March 2005. In preparing this unaudited pro forma combined ﬁnancial information, it has been assumed that all holders of Royal Dutch Shares exchange their shares in the Royal Dutch Offer.

The historical financial information of Royal Dutch Shell, Royal Dutch/Shell Group, Royal Dutch and Shell Transport has been prepared in accordance with International Accounting Standard 34 ‘‘Interim Financial Reporting’’ and policies which are in accordance with the recognition and measurement requirements of those IFRS and IFRIC interpretations issued by the IASB that are effective or will be early adopted at 31 December 2005. The historical financial information of Royal Dutch has been presented in euros. The historical financial information of Shell Transport has been presented in pounds sterling. For the purposes of the unaudited pro forma combined financial information, information derived from the financial statements of Royal Dutch and Shell Transport has been presented in US dollars.

The pro forma adjustments reﬂect the following:

) the exchange of outstanding Royal Dutch ordinary shares for ‘‘A’’ Shares and ‘‘A’’ ADRs in the Royal Dutch Offer and the cancellation of outstanding Shell Transport Ordinary Shares, Shell Transport ADRs and issuance of ‘‘B’’ Shares and ‘‘B’’ Shares underlying the ‘‘B’’ ADRs pursuant to the Scheme;

) the elimination of transactions between Royal Dutch Shell, Royal Dutch, Shell Transport and the Royal Dutch/Shell Group to reﬂect Royal Dutch, Shell Transport and the Royal Dutch/Shell Group companies becoming consolidated subsidiaries of Royal Dutch Shell;

) the redemption by Royal Dutch of the Royal Dutch Priority Shares for aggregate consideration of approximately $1 million;

385 ) the cancellation and repayment by Shell Transport of the Shell Transport First Preference Shares and Shell Transport Second Preference Shares for aggregate consideration of approximately $28 million; and ) the incurrence of approximately $115 million of transaction costs, including investment banking, legal and registration expenses, of which $66 million is estimated to be incurred after 31 March 2005. The Transaction will be accounted for using a carry-over of the historical costs of the assets and liabilities of the Royal Dutch/Shell Group, Royal Dutch and Shell Transport. It will not be accounted for as a business combination. Royal Dutch and Shell Transport entered into a scheme of amalgamation dated 12 September 1906 and agreements from 1907 by which the scheme of amalgamation was implemented and pursuant to which they ‘‘amalgamated’’ their interests in the oil industry in a transaction that would have been accounted for as a business combination under current accounting standards. Since that time, Royal Dutch has owned 60 per cent. of the Royal Dutch/Shell Group and Shell Transport has owned 40 per cent. of the Royal Dutch/Shell Group. All operating activities have been conducted through the Royal Dutch/Shell Group and the Royal Dutch/Shell Group has operated as a single economic enterprise. Economic interests of the Royal Dutch and Shell Transport shareholders in the Royal Dutch/Shell Group reflect the 60:40 economic interests of Royal Dutch and Shell Transport in the Royal Dutch/Shell Group. The Transaction would have little impact on the economic rights and exposures of shareholders of Royal Dutch and Shell Transport, as the separate assets and liabilities of Royal Dutch and Shell Transport are not material in relation to their interests in the Royal Dutch/Shell Group, and the Transaction would not result in the acquisition of any new businesses or operating assets and liabilities. In addition, the Transaction would not affect the proved oil and gas reserve information reported by the Royal Dutch/Shell Group, Royal Dutch and Shell Transport. While the Transaction would result in the inclusion of Royal Dutch and Shell Transport in the consolidated financial statements of Royal Dutch Shell, Royal Dutch Shell believes that the effect of such inclusion would be de minimis, as shown in the pro forma financial information included herein.

386 UNAUDITED CONDENSED PRO FORMA COMBINED BALANCE SHEET AS AT 31 MARCH 2005

IFRS

IFRS US GAAP Pro forma Pro forma combined Combined Royal Dutch Royal Dutch/ Royal Shell Pro forma Royal Dutch US GAAP Royal Dutch Shell Shell Group Dutch Transport Adjustments Shell Adjustments Shell Note 1 Note 2 Note 3 Note 4 Note 5 Note 6 Note 8 $ million ASSETS Non-current assets Property, plant and equipment — 85,779 — — — 85,779 372 86,151 Intangible assets — 4,428 — — — 4,428 328 4,756 Investments: equity accounted investments — 18,763 — — — 18,763 (375) 18,388 available for sale investments — — 124,146 82,750 (206,896)(a) ——— ﬁnancial assets — 3,704 — — — 3,704 (465) 3,239 Deferred tax — 2,775 — — — 2,775 (781) 1,994 Other — 8,456 — — — 8,456 5,739 14,195 — 123,905 124,146 82,750 (206,896) 123,905 4,818 128,723 Current assets Inventories — 17,517 — — — 17,517 — 17,517 Accounts receivable — 45,189 1,249 836 (2,123)(b) 45,151 (107) 45,044 Cash and cash equivalents 386 8,888 918 303 (441)(c) 10,054 — 10,054 386 71,594 2,167 1,139 (2,564) 72,722 (107) 72,615 Total assets 386 195,499 126,313 83,889 (209,460) 196,627 4,711 201,338

LIABILITIES Non-current liabilities Debt — 7,977 1 23 (24)(c) 7,977 (241) 7,736 Deferred tax — 12,625 — — — 12,625 1,857 14,482 Other provisions — 13,179 — — — 13,179 (2,802) 10,377 Other — 5,788 — — — 5,788 1,471 7,259 — 39,569 1 23 (24) 39,569 285 39,854 Current liabilities Debt — 5,755 — — (38)(d) 5,717 26 5,743 Accounts payable and accrued liabilities and provisions 7 47,526 543 58 (346)(e) 47,788 (135) 47,653 Taxes payable — 11,225 — — — 11,225 — 11,225 Dividends payable to Parent Companies — 2,085 — — (2,085)(b) ——— 7 66,591 543 58 (2,469) 64,730 (109) 64,621 Total liabilities 7 106,160 544 81 (2,493) 104,299 176 104,475

EQUITY Group equity 379 83,662 125,769 83,808 (206,967) 86,651 4,533 91,184 Minority interests — 5,677 — — — 5,677 2 5,679 Total equity 379 89,339 125,769 83,808 (206,967)(f) 92,328 4,535 96,863

Total liabilities and equity 386 195,499 126,313 83,889 (209,460) 196,627 4,711 201,338

387 UNAUDITED CONDENSED PRO FORMA COMBINED INCOME STATEMENT FOR THE QUARTER ENDED 31 MARCH 2005 IFRS

IFRS US GAAP Pro forma Pro forma combined Combined Royal Dutch Royal Dutch/ Royal Shell Pro forma Royal Dutch US GAAP Royal Dutch Shell Shell Group Dutch Transport Adjustments Shell Adjustments Shell Note 1 Note 2 Note 3 Note 4 Note 5 Note 6 Note 8 $ million (except per share amounts) Sales proceeds — 90,068 — — — 90,068 (291) 89,777 Less: Sales taxes, excise duties and similar levies — (17,912) — — — (17,912) 45 (17,867) Revenue — 72,156 — — — 72,156 (246) 71,910 Cost of sales — (58,565) — — — (58,565) (200) (58,765) Gross profit — 13,591 — — — 13,591 (446) 13,145 Selling and distribution expenses — (3,164) — — — (3,164) 77 (3,087) Administrative expenses — (370) (4) (4) (66)(g) (444) 25 (419) Exploration — (261) — — — (261) — (261) Research and development — — — — — — (93) (93) Share of profit of equity accounted investments — 1,573 — — — 1,573 1,091 2,664 Net finance costs and other income 2 (78) 1,567 1,046 (2,605)(h) (68) (32) (100) Income before taxation 2 11,291 1,563 1,042 (2,671) 11,227 622 11,849 Taxation (1) (4,273) — — — (4,274) (1,028) (5,302) Income from continuing operations 1 7,018 1,563 1,042 (2,671) 6,953 (406) 6,547 Income from discontinued operations — (214) — — — (214) 592 378 Income for the period 1 6,804 1,563 1,042 (2,671) 6,739 186 6,925 Attributable to minority interests — 131 — — — 131 (60) (191) Cumulative effect of a change in accounting policy 554 554 Income for the period attributable to equity holders 1 6,673 1,563 1,042 (2,671) 6,608 680 7,288 Earnings per share (Note 7) ($) Basic 66.67 N/A 0.78 0.11 N/A 0.98 N/A 1.08 Diluted 66.67 N/A 0.77 0.11 N/A 0.98 N/A 1.08

388 NOTES TO THE UNAUDITED CONDENSED PRO FORMA COMBINED BALANCE SHEET AND INCOME STATEMENT FOR THE QUARTER ENDED 31 MARCH 2005

Note 1: Royal Dutch Shell Royal Dutch Shell has not engaged in any operational activities since its incorporation. Apart from the contemplated Transaction, Royal Dutch Shell has only borne the costs of administration expenses, acquired investments and issued share capital. Between the date of incorporation and the date of acquisition by Shell RDS Holding B.V. (21 October 2004) these activities relate to previous owners and are inconsequential in amount. Information on Royal Dutch Shell has been extracted without material adjustment from the ﬁnancial information, prepared in accordance with IFRS and presented in US dollars, set out in Part XVI of these Listing Particulars.

Note 2: Royal Dutch/Shell Group Information on the Royal Dutch/Shell Group has been extracted without material adjustment from the ﬁnancial information, prepared in accordance with IFRS and presented in US dollars, set out in Part XVI of these Listing Particulars.

Note 3: Royal Dutch The balance sheet and income statement figures for Royal Dutch reflect its historical financial position and results of operations in accordance with IFRS and presented in US dollars. Set forth below are tables that present the conversion of the financial position and results of operations of Royal Dutch from euro into US dollars, the financial statements of which are prepared in accordance with IFRS. The information presented in the first column of the tables below on Royal Dutch has been extracted without material adjustment from the financial information, set out in Part XVI of these Listing Particulars.

Royal Dutch Balance Sheet As at 31 March 2005 IFRS IFRS(a) (3 million) ($ million) ASSETS Non-current assets Investments: Available for sale investments 95,791 124,146 95,791 124,146 Current assets Accounts receivable 964 1,249 Cash and cash equivalents 708 918 1,672 2,167 Total assets 97,463 126,313 LIABILITIES Non-current liabilities Debt 11 11 Current liabilities Accounts payable and accrued liabilities 419 543 419 543 Total liabilities 420 544

EQUITY Equity 97,043 125,769 Total liabilities and equity 97,463 126,313

389 Royal Dutch Income Statement Quarter ended 31 March 2005 IFRS IFRS(b) (3 million) ($ million) Administrative expenses (3) (4) Net ﬁnance costs and other income 1,195 1,567 Income before taxation 1,192 1,563 Taxation —— Income for the period 1,192 1,563 3 $ Earnings per share(c) Basic 0.59 0.78 Diluted 0.59 0.77

(a) This column presents Royal Dutch’s ﬁnancial position in accordance with IFRS, translated into US dollars using the closing exchange rate as at 31 March 2005 ($1 = 30.77). (b) This column represents Royal Dutch’s income statement in accordance with IFRS, translated into US dollars using the average exchange rate during the quarter ended 31 March 2005 ($1 = 30.76). (c) The basic earnings per share amounts shown are based on income for the period attributable to equity holders. The calculation uses a weighted average number of Royal Dutch ordinary shares of 2,011,503,515 for the quarter ended 31 March 2005. This amount excludes Royal Dutch ordinary shares held by Royal Dutch/Shell Group companies in respect of share options and other incentive compensation plans. Diluted earnings per share are based on income for the period. For this calculation, the weighted number of Royal Dutch ordinary shares is increased by 5,970,220 for the quarter ended 31 March 2005 to reﬂect the dilutive effect of potentially issuable shares relating to share options and other incentive compensation plans.

Note 4: Shell Transport The balance sheet and income statement figures for Shell Transport reflect its historical financial position and results of operations in accordance with IFRS and presented in US dollars. Set forth below are tables that present the conversion of the financial position and results of operations of Shell Transport from pounds sterling into US dollars, the financial statements of which are prepared in accordance with IFRS. The information presented in the first column of the tables below on Shell Transport has been extracted without material adjustment from the financial information set out in Part XVI of these Listing Particulars.

390 Shell Transport Balance Sheet As at 31 March 2005 IFRS IFRS(a) (£ million) ($ million) ASSETS Non-current assets Investments: Available for sale investments 44,023 82,750 44,023 82,750 Current assets Accounts receivable 445 836 Cash and cash equivalents 161 303 606 1,139 Total assets 44,629 83,889

LIABILITIES Non-current liabilities Debt 12 23 12 23 Current liabilities Accounts payable and accrued liabilities 31 58 31 58 Total liabilities 43 81

EQUITY Equity 44,586 83,808

Total liabilities and equity 44,629 83,889

Shell Transport Income Statement Quarter ended 31 March 2005 IFRS IFRS(b) (£ million) ($ million) Administrative expenses (2) (4) Net ﬁnance costs and other income 553 1,046 Income before taxation 551 1,042 Taxation —— Income for the period 551 1,042

£$ Earnings per share(c) Basic 0.06 0.11 Diluted 0.06 0.11 (a) This column presents Shell Transport’s ﬁnancial position in accordance with IFRS, translated into US dollars using the closing exchange rate as at 31 March 2005 ($1 = £0.53). (b) This column represents Shell Transport’s income statement in accordance with IFRS, translated into US dollars using the average exchange during the quarter ended 31 March 2005 ($1 = £0.53). (c) The basic earnings per share amounts shown are based on the income for the period. The calculation uses a weighted average number of Shell Transport ordinary shares of 9,434,732,591 for the quarter ended 31 March 2005. The earnings per share calculation excludes Shell Transport ordinary shares held by Royal Dutch/Shell Group companies for share options and other incentive compensation plans. Diluted earnings per share is based on income for the period. For this calculation, the weighted number of Shell Transport ordinary shares is increased by 20,290,426 for the quarter ended 31 March 2005 to reﬂect the dilutive effect of potentially issuable shares relating to share option and other incentive compensation plans.

391 Note 5: Pro forma adjustments This column gives effect to the adjustments necessary to reflect the Transaction (including the combination of Royal Dutch Shell, the Royal Dutch/Shell Group, Royal Dutch and Shell Transport) the Share Redemptions and the incurrence of transaction costs. Royal Dutch currently owns 60% of the Royal Dutch/Shell Group and Shell Transport owns 40% and the exchange ratios have been set to give effect to this ownership of their economic interest in the Royal Dutch/Shell Group. The transactions to give effect to this are the exchange of outstanding Royal Dutch ordinary shares for ‘‘A’’ Shares and ‘‘A’’ ADRs in the Royal Dutch Offer and the cancellation of outstanding Shell Transport ordinary shares and Shell Transport ADRs and issuance of ‘‘B’’ Shares and ‘‘B’’ ADRs in the Scheme of Arrangement. These steps are transactions between entities within the pro forma Royal Dutch Shell combined financial information and are eliminated upon consolidation. (a) This adjustment of $206,896 million as at 31 March 2005 reflects the elimination of the investments of Royal Dutch and Shell Transport in the equity of the Royal Dutch/Shell Group (reflected in the historical accounts of Royal Dutch and Shell Transport) and the elimination of the investment of Royal Dutch and Shell Transport in the equity of Royal Dutch Shell. The corresponding adjustment is to ‘‘Total equity’’. (b) This adjustment of $2,123 million as at 31 March 2005 reflects: ) the elimination of dividends payable by the Royal Dutch/Shell Group to Royal Dutch and Shell Transport as at 31 March 2005 of $2,085 million (included within ‘‘Dividends payable to Parent Companies’’ in the Royal Dutch/Shell Group balance sheet). These dividends due to Royal Dutch and Shell Transport are included within ‘‘Accounts receivable’’ in the balance sheets of Royal Dutch and Shell Transport. The adjustment eliminates the ‘‘Accounts receivable’’ in the Royal Dutch and Shell Transport balance sheets and the offsetting ‘‘Dividends payable to Parent Companies’’ in the Royal Dutch/Shell Group balance sheet; ) the elimination of $2 million of expenses prepaid by a Royal Dutch/Shell Group company on behalf of Shell Transport as at 31 March 2005. The adjustment eliminates within ‘‘Accounts receivable’’ in the Royal Dutch/Shell Group balance sheet and the offsetting ‘‘Accounts payable and accrued liabilities’’ in the Shell Transport balance sheet; ) the elimination of a $30 million amount payable by Royal Dutch to a Royal Dutch/Shell Group company as at 31 March 2005. The adjustment eliminates within ‘‘Accounts receivable’’ in the Royal Dutch/Shell Group balance sheet and the offsetting ‘‘Accounts payable and accrued liabilities’’ in the Royal Dutch balance sheet; and ) the elimination of a $6 million amount payable by Royal Dutch Shell to a Royal Dutch/Shell Group company as at 31 March 2005. The adjustment eliminates within ‘‘Accounts receivable’’ in the Royal Dutch/Shell Group balance sheet and the offsetting ‘‘Accounts payable and accrued liabilities’’ in the Royal Dutch Shell balance sheet. (c) This adjustment of $441 million as at 31 March 2005 reflects: ) the redemption by Royal Dutch of the Royal Dutch Priority Shares for aggregate consideration of approximately $1 million and the cancellation and repayment by Shell Transport of the Shell Transport First preference shares and Shell Transport Second preference shares for aggregate consideration of approximately $28 million. These amounts will be paid in cash and will reduce ‘‘Non-current liabilities debt’’ by $24 million and ‘‘Total equity’’ by $5 million. ) the elimination of a $38 million short-term deposit by Royal Dutch with a Royal Dutch/Shell Group company as at 31 March 2005. The adjustment eliminates within ‘‘Cash and cash equivalents’’ in the Royal Dutch balance sheet and the offsetting ‘‘Current liabilities debt’’ in the Royal Dutch/Shell Group balance sheet; and ) the elimination of a $374 million Royal Dutch Shell short-term deposit held with a Royal Dutch/Shell Group company as at 31 March 2005. The adjustment eliminates the ‘‘Cash and cash equivalents’’ in the Royal Dutch Shell balance sheet and the offsetting ‘‘Accounts payable and accrued liabilities’’ in the Royal Dutch/Shell Group balance sheet.

392 (d) This adjustment of $38 million reflects the elimination of a short-term deposit by Royal Dutch with a Royal Dutch/Shell Group company as at 31 March 2005. The adjustment eliminates within ‘‘Current liabilities debt’’ in the Royal Dutch/Shell Group balance sheet and the offsetting ‘‘Cash and cash equivalents’’ in the Royal Dutch balance sheet; (e) This adjustment of $346 million as at 31 March 2005, reflects: ) the estimated costs of the Transaction to be incurred after 31 March 2005 of $66 million. The charge of $66 million has been included as an accrual within ‘‘Accounts payable and accrued liabilities’’ in the balance sheet. The corresponding adjustment is to ‘‘Total equity’’; ) the elimination of $2 million of expenses prepaid by a Royal Dutch/Shell Group company on behalf of Shell Transport as at 31 March 2005. The adjustment eliminates within ‘‘Accounts payable and accrued liabilities’’ in the Shell Transport balance sheet and the offsetting ‘‘Accounts receivable’’ in the Royal Dutch/Shell Group balance sheet; ) the elimination of a $30 million amount payable by Royal Dutch to a Royal Dutch/Shell Group company as at 31 March 2005. The adjustment eliminates within ‘‘Accounts payable and accrued liabilities’’ in the Royal Dutch balance sheet and the offsetting ‘‘Accounts receivable’’ in the Royal Dutch/Shell Group balance sheet; ) the elimination of a $6 million amount payable by Royal Dutch Shell to a Royal Dutch/Shell Group company as at 31 March 2005. The adjustment eliminates within ‘‘Accounts payable and accrued liabilities’’ in the Royal Dutch Shell balance sheet and the offsetting ‘‘Accounts receivable’’ in the Royal Dutch/Shell Group balance sheet; and ) the elimination of $374 million Royal Dutch Shell deposited with a Royal Dutch/Shell Group company as at 31 March 2005. The adjustment eliminates within ‘‘Accounts payable and accrued liabilities’’ in the Royal Dutch/Shell Group balance sheet and the offsetting ‘‘Cash and cash equivalents’’ in the Royal Dutch Shell balance sheet. (f) The adjustment to ‘‘Total equity’’ reflects the elimination of the Royal Dutch and Shell Transport investment in the equity of the Royal Dutch/Shell Group and the elimination of the investment of Royal Dutch and Shell Transport in the equity of Royal Dutch Shell of $206,896 million as at 31 March 2005, noted in (a) above, the accrual for costs of the Transaction of $66 million noted in (e) above and $5 million for the redemption of the Royal Dutch Priority Shares and the cancellation and repayment of the Shell Transport Preference Shares noted in (c) above. (g) This adjustment of $66 million as at 31 March 2005 reflects the estimated costs of the Transaction to be incurred after 31 March 2005. (h) This adjustment of $2,605 million as at 31 March 2005 represents the elimination of Royal Dutch’s and Shell Transport’s dividend income from the Royal Dutch/Shell Group.

Note 6: IFRS Pro forma combined Royal Dutch Shell This column in the income statement and balance sheet reﬂects the Pro forma Combined Income Statement and Balance Sheet of Royal Dutch Shell in accordance with IFRS and presented in US dollars in order to give a better understanding of what the results of operations and ﬁnancial position of Royal Dutch Shell might have looked like on a combined basis had the Transaction occurred on an earlier date.

Note 7: Earnings per share After the Transaction and the exchange of Royal Dutch and Shell Transport shares for Royal Dutch Shell shares, the earnings per share for the shareholders of Royal Dutch and Shell Transport are expected to be equivalent with that for Royal Dutch Shell. (a) Earnings per share Earnings for Royal Dutch, Shell Transport and Royal Dutch Shell (in accordance with IFRS and presented in US dollars) and the number of shares outstanding at 31 March 2005 are as follows:

393 Pro forma combined Royal Dutch Royal Dutch/ Pro forma Royal Dutch Shell Shell Group Royal Dutch Shell Transport adjustments Shell Earnings ($ million) at 31 March 2005. 1 6,673 1,563 1,042 (2,671) 6,608 Shares outstanding at 31 March 2005. — — 2,081,725,000 9,603,350,000 — 6,922,809,999 The unaudited basic and diluted earnings per share for the Royal Dutch Shell on a pro forma combined basis are calculated using net income of $6,608 million at 31 March 2005 and a weighted average number of shares of 6,733,917,672 at 31 March 2005 for the basic earnings per share and 6,751,688,223 at 31 March 2005 for the diluted earnings per share. The weighted average number of shares outstanding during the quarter ended 31 March 2005 for Royal Dutch Shell is based on the equivalent weighted average number of shares for Royal Dutch and Shell Transport (see Note 7(b) below).

Pro forma combined Royal Dutch Royal Dutch Shell Transport Shell Average number of shares outstanding during the quarter ended 31 March 2005. 2,011,503,515 9,434,732,591 6,733,917,672 Diluted average number of shares outstanding during the quarter ended 31 March 2005. 2,017,473,735 9,455,023,017 6,751,688,223

$$$ Earnings per share: Basic 0.78 0.11 0.98 Diluted 0.77 0.11 0.98

(b) Calculation of weighted average number of shares The weighted average number of shares is based on outstanding shares, after deduction of shares held by Royal Dutch/Shell Group companies in respect of stock options and other incentive compensation plans, assuming the Royal Dutch and Shell Transport shares relating to share options schemes will be exchanged 100% and at the agreed ratio of 1:2 and 1:0.287333066, respectively, as under the terms of the Transaction. For the purpose of the calculation, shares repurchased under the Royal Dutch and Shell Transport buyback programs are deemed to have been cancelled on the purchase date. Diluted earnings per share are based on the same net income ﬁgures. For this calculation the weighted average number of Royal Dutch and Shell Transport shares that would have been exchanged at the agreed ratios is increased by 17,770,551 at 31 March 2005 for the dilutive effect of potentially issuable shares relating to share options plans.

394 Note 8: Reconciliation between International Financial Reporting Standards and US GAAP

Royal Dutch Shell has adopted IFRS in 2005.

The following tables provide a summary of adjustments between IFRS and US GAAP for Royal Dutch Shell on an unaudited condensed pro forma combined basis as at and for the quarter ended 31 March 2005. There are no differences for Royal Dutch, Shell Transport or Royal Dutch Shell between IFRS and US GAAP which would require a pro forma adjustment for Royal Dutch Shell.

Total Financial US GAAP Employee beneﬁts(a) Impairments(b) instruments(c) Other(d) adjustments $ million ASSETS Non-current assets Property, plant and equipment — 519 — (147) 372 Intangible assets 349 — — (21) 328 Investments: equity accounted investments 100 (609) — 134 (375) available for sale investments — — — — — ﬁnancial assets — — (513) 48 (465) Deferred tax (994) (12) 1 224 (781) Other 5,552 — — 187 5,739 5,007 (102) (512) 425 4,818 Current assets Inventories — — — — — Accounts receivable — — (78) (29) (107) Cash and cash equivalents — — — — — — — (78) (29) (107) Total assets 5,007 (102) (590) 396 4,711

LIABILITIES Non-current liabilities Debt — — (11) (230) (241) Deferred tax 1,491 107 (13) 272 1,857 Other provisions (1,342) — — (1,460) (2,802) Other — — — 1,471 1,471 149 107 (24) 53 285 Current liabilities Debt ———2626 Accounts payable and accrued liabilities and provisions (54) — (30) (51) (135) Taxes payable — — — — — Dividends payable to Parent Companies — — — — — (54) — (30) (25) (109) Total liabilities 95 107 (54) 28 176 EQUITY Group equity 4,892 (209) (536) 386 4,533 Minority interests 20 — — (18) 2 Total equity 4,912 (209) (536) 368 4,535

Total liabilities and equity 5,007 (102) (590) 396 4,711

395 Discontinued operations and Total reclassifications US GAAP adjustment (e) Other(d) adjustments $ million Sales proceeds (233) (58) (291) Less: Sales taxes, excise duties and similar levies 45 — 45 Revenue (188) (58) (246) Cost of sales (240) 40 (200) Gross profit (428) (18) (446) Selling and distribution expenses 29 48 77 Administrative expenses —2525 Exploration ——— Research and development (93) — (93) Share of profit of equity accounted investments 1,062 29 1,091 Net finance costs and other income (49) 17 (32) Income before taxation 521 101 622 Taxation (1,113) 85 (1,028) Income from continuing operations (592) 186 (406) Income from discontinued operations 592 — 592 Income for the period — 186 186 Attributable to minority interests — (60) (60) Cumulative effect of a change in accounting policy — 554 554 Income for the period attributable to equity holders — 680 680

The signiﬁcant changes affecting the pro forma balance sheet at 31 March 2005 and the income statement for the quarter ended 31 March 2005 are described below.

For US GAAP purposes, the Royal Dutch/Shell Group changed its presentation of incorporated joint ventures, in which the Group has a liability proportionate to its interest. Previously the joint ventures were proportionately consolidated. As of 1 January 2005, these ventures are presented as equity accounted investments. This change has no impact on total equity or income.

From the same date, the Group changed its US GAAP accounting policy for major inspection costs. Previously such costs were expensed as incurred. From 1 January 2005 such costs are capitalised and are amortised to income over the period until the next planned major inspection. The cumulative effect of the change of policy ($554 million) has been included in US GAAP net income for the quarter ended 31 March 2005.

Consequently, the related reconciling items between IFRS and US GAAP that existed at 31 March 2004 and at 31 December 2004 do not exist at 31 March 2005.

(a) Employee beneﬁts

Under IFRS, all gains and losses related to defined benefit pension arrangements and other post retirement benefits at the date of transition have been recognised in the 2004 opening balance sheet, with a corresponding reduction in equity of $4,938 million. The resulting increase in equity under US GAAP at 31 March 2005 is $4,912 million.

Under IFRS, the use of the fair value of pension plan assets (rather than market-related value under US GAAP) to calculate annual expected investment returns and the changed approach to amortisation of investment gains/losses can be expected to increase volatility in income going forward.

(b) Impairments

396 Under US GAAP, impairments are not reversed. Under IFRS, a favourable change in the circumstance which resulted in an impairment of an asset other than goodwill would trigger the requirement for a redetermination of the amount of the impairment and any reversal is recognised in income.

From 1 January 2005, certain unquoted equity securities are recognised at fair value under IFRS, compared with recognition at cost under US GAAP. This change in accounting has no impact on the timing of recognition of income arising from these investments. From the same date, certain commodity contracts and embedded derivatives that are not recognised under US GAAP are recognised at fair value under IFRS.

(d) Other adjustments

Other reconciling items include: the reclassiﬁcation between line item allocations under IFRS which do not affect equity compared with that shown under US GAAP; differences arising from cumulative currency translation differences; other differences arising from IAS 12 Income Taxes and IAS 17 Leases.

(e) Discontinued operations and reclassiﬁcations

The definition of activities classified as discontinued operations under IFRS differs from that under US GAAP. Under IFRS equity accounted or other investments are not excluded from this classification, but the activity must be a separate major line of business or geographical area of operations. As a result, all of the items presented as discontinued operations in 2005 under US GAAP are included within continuing operations under IFRS.

Reclassiﬁcations are differences in line item allocations under IFRS which do not affect income compared with US GAAP. These mainly comprise the impact of reporting accretion expense on asset retirement obligations as net ﬁnance costs rather than as cost of sales, and research and development within cost of sales.

397 REPORT ON UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION FROM KPMG AUDIT PLC AND PRICEWATERHOUSECOOPERS LLP The following is the text of a report on the unaudited pro forma combined ﬁnancial information as at and for the three months ended 31 March 2005 by KPMG Audit Plc and PricewaterhouseCoopers LLP, joint reporting accountants:

KPMG Audit Plc 8 Salisbury Square PricewaterhouseCoopers LLP London EC4Y 8BB 1 Embankment Place London WC2N 6RH

The Directors Royal Dutch Shell plc Shell Centre London, SE1 7NA

Citigroup Global Markets Limited Citigroup Centre 33 Canada Square Canary Wharf London, E14 5LB

NM Rothschild & Sons Limited New Court St. Swithin’s Lane London, EC4P 4DU

19 May 2005

Dear Sirs Royal Dutch Shell plc (the ‘‘Company’’) We report on the unaudited pro forma combined financial information set out in Part XVIII of the Company’s Listing Particulars dated 19 May 2005, which has been prepared, for illustrative purposes only, to provide information about how the proposed transaction in which the Company will become the holding company of Royal Dutch and Shell Transport together with the redemption of the Royal Dutch Priority Shares and the repurchase and cancellation of the Shell Transport Preference Shares might have affected the unaudited combined financial information presented. Note 8 of the unaudited pro forma combined financial information (the ‘reconciliation’) has been prepared for illustrative purposes only to provide an illustration of the material adjustments which would be required to the unaudited condensed pro forma combined income statement for the three month period ended and as at 31 March 2005 and to the unaudited condensed pro forma combined balance sheet at 31 March 2005 prepared in accordance with the accounting policies the Company currently intends to adopt in its 2005 financial statements under International Financial Reporting Standards (‘‘IFRS’’), to restate the information in accordance with the United States Generally Accepted Accounting Principles (‘‘US GAAP’’) accounting policies of the Company.

398 Responsibilities

It is the responsibility solely of the directors of the Company to prepare the pro forma combined ﬁnancial information in accordance with paragraph 12.29 of the Listing Rules of the UK Listing Authority (including the reconciliation).

Basis of opinion

We conducted our work in accordance with the Statements of Investment Circular Reporting Standards and Bulletin 1998/8 ‘‘Reporting on pro forma financial information pursuant to the Listing Rules’’ issued by the Auditing Practices Board of the United Kingdom. Our work, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the unaudited pro forma combined financial information with the directors of the Company.

Opinion

In our opinion:

) the unaudited pro forma combined ﬁnancial information has been properly compiled on the 12.35(a) basis set out therein;

) such basis is consistent with the IFRS accounting policies of the Company; 12.35(b)

) the reconciliation has been properly compiled on the basis set out therein, and the reconciling items are appropriate for the purpose of presenting the unaudited pro forma combined ﬁnancial information for the three month period ended and as at 31 March 2005 on a basis consistent in all material respects with the US GAAP accounting policies of the Company.

Yours faithfully

KPMG Audit Plc Chartered Accountants

PricewaterhouseCoopers LLP Chartered Accountants

399 PART XIX LITIGATION 6.D.8 A1/20.8 Except as set out below, no member of the RDS Group is engaged in or, so far as Royal Dutch Shell is aware, has pending or threatened, any governmental, legal or arbitration proceedings which (i) may have a significant effect on the financial position or profitability of the RDS Group or (ii) have had in the recent past (covering the 12 months preceding the date of these Listing Particulars), a significant effect on the financial position or profitability of Royal Dutch Shell, Royal Dutch, Shell Transport and the Royal Dutch/Shell Group as though they were one group (‘‘Litigation’’). The information contained in paragraphs 1 to 4 of this Part XIX has been extracted without material amendment from the Form 6-K of Royal Dutch and Shell Transport furnished to the SEC on 9 May 2005.

There has been no material change in respect of any Litigation between 9 May 2005 and 13 May 2005 (the last practicable date prior to the publication of these Listing Particulars).

1. Alleged ground water contamination Shell Oil Company (including subsidiaries and affiliates, referred to collectively as SOC), along with numerous other defendants, has been sued by public and quasi-public water purveyors, as well as governmental entities, alleging responsibility for groundwater contamination caused by releases of gasoline containing oxygenate additives. Most of these suits assert various theories of liability, including product liability, and seek to recover actual damages, including clean-up costs. Some assert claims for punitive damages. As of 9 May 2005, there were approximately 66 pending suits by such plaintiffs that asserted claims against SOC and many other defendants (including major energy and refining companies). Although a majority of these cases do not specify the amount of monetary damages sought, some include specific damage claims collectively against all defendants. While the aggregate amounts claimed against all defendants for actual and punitive damages in such suits could be material to the financial statements if they were ultimately recovered against SOC alone rather than apportioned among the defendants, management of the Group considers the amounts claimed in these pleadings to be highly speculative and not an appropriate basis on which to determine a reasonable estimate of the amount of the loss that may be ultimately incurred, for the reasons described below. The reasons for this determination can be summarised as follows: ) While the majority of the cases have been consolidated for pre-trial proceedings in the U.S. District Court for the Southern District of New York, there are many cases pending in other jurisdictions throughout the U.S. Most of the cases are at a preliminary stage. In many matters, little discovery has been taken and many critical substantial legal issues remain unresolved. Consequently, management of the Group does not have sufficient information to assess the facts underlying the plaintiffs’ claims; the nature and extent of damages claimed, if any; the reasonableness of any specific claim for money damages; the allocation of potential responsibility among defendants; or the law that may be applicable. Additionally, given the pendency of cases in varying jurisdictions, there may be inconsistencies in the determinations made in these matters. ) There are significant unresolved legal questions relating to claims asserted in this litigation. For example, it has not been established whether the use of oxygenates mandated by the 1990 amendments to the Clean Air Act can give rise to a products liability based claim. While some trial courts have held that it cannot, other courts have left the question open or declined to dismiss claims brought on a products liability theory. Other examples of unresolved legal questions relate to the applicability of federal preemption, whether a plaintiff may recover damages for alleged levels of contamination significantly below state environmental standards, and whether a plaintiff may recover for an alleged threat to groundwater before detection of contamination. ) There are also significant unresolved legal questions relating to whether punitive damages are available for products liability claims or, if available, the manner in which they might be determined. For example, some courts have held that for certain types of product liability claims, punitive damages are not available. It is not known whether that rule of law would be applied in some or all of

400 the pending oxygenate additive cases. Where speciﬁc claims for damages have been made, punitive damages represent in most cases a majority of the total amounts claimed.

) There are signiﬁcant issues relating to the allocation of any liability among the defendants. Virtually all of the oxygenate additives cases involve multiple defendants including most of the major participants in the retail gasoline marketing business in the regions involved in the pending cases. The basis on which any potential liability may be apportioned among the defendants in any particular pending case cannot yet be determined.

For these reasons, management of the Group is not currently able to estimate a range of reasonably possible losses or minimum loss for this litigation; however, management of the Group does not currently believe that the outcome of the oxygenate-related litigation pending as of 9 May 2005 will have a material impact on the Group’s ﬁnancial condition, although such resolutions could have a signiﬁcant effect on periodic results for the period in which they are recognised.

2. Alleged exposure to DBCP

A $490 million judgment in favour of 466 plaintiffs in a consolidated matter that had once been nine individual cases was rendered in 2002 by a Nicaraguan court jointly against SOC and three other named defendants (not affiliated with SOC), based upon Nicaraguan Special Law 364 for claimed personal injuries resulting from alleged exposure to dibromochloropropane (DBCP) — a pesticide manufactured by SOC prior to 1978. This special law imposes strict liability (in a predetermined amount) on international manufacturers of DBCP. The statute also provides that unless a deposit (calculated as described below) of an amount denominated in Nicaraguan cordobas is made into the Nicaraguan courts, the claims would be submitted to the US courts. In SOC’s case the deposit would have been between $19 million and $20 million (based on an exchange rate between 15 and 16 cordobas per US dollar). SOC chose not to make this deposit. The Nicaraguan courts did not, however, give effect to the provision of Special Law 364 that requires submission of the matter to the US courts. Instead, the Nicaraguan court entered judgment against SOC and the other defendants. Further, SOC was not afforded the opportunity to present any defences in the Nicaraguan court, including that it was not subject to Nicaraguan jurisdiction because it had neither shipped nor sold DBCP to parties in Nicaragua. At this time, SOC has not completed the steps necessary to perfect an appeal in Nicaragua and, as described below, the Nicaraguan claimants have sought to enforce the Nicaraguan judgment against SOC in the U.S. and in Venezuela. SOC does not have any assets in Nicaragua. In 2003, an attempt by the plaintiffs to enforce the Nicaraguan judgment described above in the United States against Shell Chemical Company and purported affiliates of the other named defendants was rejected by the U.S. District Court for the Central District of California, which decision is on appeal before the Ninth Circuit Court of Appeals. Enforcement of the Nicaraguan judgment was rejected because of improper service and attempted enforcement against non-existent entities or entities that were not named in the Nicaraguan judgment. Thereafter, SOC filed a declaratory judgment action seeking ultimate adjudication of the non-enforceability of this Nicaraguan judgment in the U.S. District Court for the Central District of California. This district court denied motions filed by the Nicaraguan claimants to dismiss SOC claims that Nicaragua does not have impartial tribunals, the proceedings violated due process, the relationship between SOC and Nicaragua made the exercise of personal jurisdiction unreasonable, and Special Law 364 is repugnant to U.S. public policy because it violates due process. A finding in favour of SOC on any of these grounds will result in a refusal to recognize and enforce the judgment in the United States. Several requests for Exequatur were filed in 2004 with the Tribunal Suprema de Justicia (the Venezuelan Supreme Court) to enforce Nicaraguan judgments. The petitions imply that judgments can be satisfied with assets of Shell Venezuela, S.A., which was neither a party to the Nicaraguan judgment nor a subsidiary of SOC, against whom the Exequatur was filed. The petitions are pending before the Tribunal Suprema de Justicia. As of 9 May 2005, five additional Nicaraguan judgments had been entered in the collective amount of approximately $226.5 million in favor of 240 plaintiffs jointly against Shell Chemical Company and three other named defendants (not affiliated with Shell Chemical Company) under facts and circumstances almost identical to those relating to the judgment described above. Additional judgments are anticipated (including a suit seeking more than $3 billion). It is the opinion of management of the Group that the above judgments are unenforceable in

401 a U.S. court, as a matter of law, for the reasons set out in SOC’s declaratory judgment action described above. No ﬁnancial provisions have been established for these judgments or related claims.

3. Product liability Since 1984, SOC has been named with others as a defendant in numerous product liability cases, including class actions, involving the failure of residential plumbing systems and municipal water distribution systems constructed with polybutylene plastic pipe. SOC fabricated the resin for this pipe while the co-defendants fabricated the raw materials for the pipe fittings. As a result of two class action settlements in 1995, SOC and the co-defendants agreed on a mechanism to fund until 2009 the settlement of most of the residential plumbing claims in the United States. Financial provisions have been taken by SOC for its settlement funding needs anticipated at this time. Additionally, claims that are not part of these class action settlements or that challenge these settlements continue to be filed primarily involving alleged problems with polybutylene pipe used in municipal water distribution systems. It is the opinion of management of the Group that exposure from this other polybutylene litigation pending as of 9 May 2005, is not material. Management of the Group cannot currently predict when or how all polybutylene matters will be finally resolved.

4. Recategorisation of reserves In connection with the recategorisation of certain hydrocarbon reserves that occurred in 2004, a number of putative shareholder class actions were filed against Royal Dutch, Shell Transport, Managing Directors of Royal Dutch during the class period, Managing Directors of Shell Transport during the class period and the external auditors for Royal Dutch, Shell Transport and the Group. These actions were consolidated in the United States District Court in New Jersey and a consolidated complaint was filed in September 2004. The parties are awaiting a decision with respect to defendants’ motions to dismiss asserting lack of jurisdiction with respect to the claims of non-United States shareholders who purchased on non-United States securities exchanges and failure to state a claim. Merits discovery has not begun. The case is at an early stage and subject to substantial uncertainties concerning the outcome of the material factual and legal issues relating to the litigation, including the pending motions to dismiss on lack of jurisdiction and failure to state a claim. In addition, potential damages, if any, in a fully litigated securities class action would depend on the losses caused by the alleged wrongful conduct that would be demonstrated by individual class members in their purchases and sales of Royal Dutch and Shell Transport shares during the relevant class period. Accordingly, based on the current status of the litigation, management of the Group is unable to estimate a range of possible losses or any minimum loss. Management of the Group will review this determination as the litigation progresses. Also in connection with the hydrocarbon reserves recategorisation, putative shareholder class actions were filed on behalf of participants in various Shell Oil Company qualified plans alleging that Royal Dutch, Shell Transport and various current and former officers and directors breached various fiduciary duties to employee participants imposed by the Employee Retirement Income Security Act of 1974 (ERISA). These suits were consolidated in the United States District Court in New Jersey and a consolidated class action complaint was filed in July 2004. Defendants’ motions to dismiss have been fully briefed. Some document discovery has taken place. The case is at an early stage and subject to substantial uncertainties concerning the outcome of the material factual and legal issues relating to the litigation, including the pending motion to dismiss and the legal uncertainties with respect to the methodology for calculating damage, if any, should defendants become subject to an adverse judgment. The Group is in settlement discussions with counsel for plaintiffs, which it hopes will lead to a successful resolution of the case without the need for further litigation. No financial provisions have been taken with respect to the ERISA litigation. The reserves recategorisation also led to the filing of shareholder derivative actions in June 2004. The four suits pending in New York state court, New York federal court and New Jersey federal court demand Group management and structural changes and seek unspecified damages from current and former members of the Boards of Directors of Royal Dutch and Shell Transport. The suits are in preliminary stages and no responses are yet due from defendants. The Group is in settlement discussions with counsel for plaintiffs, which it hopes will lead to a successful resolution of the case without the need for further litigation. Because any money ‘‘damages’’ in the derivative actions would be

402 paid to Royal Dutch and Shell Transport, management of the Group does not believe that the resolution of these suits will have a material adverse effect on the Group’s financial condition or operating results. The United States Securities and Exchange Commission (SEC) and UK Financial Services Authority (FSA) issued formal orders of private investigation in relation to the reserves recategorisation which Royal Dutch and Shell Transport resolved by reaching agreements with the SEC and the FSA. In connection with the agreement with the SEC, Royal Dutch and Shell Transport consented, without admitting or denying the SEC’s findings or conclusions, to an administrative order finding that Royal Dutch and Shell Transport violated, and requiring Royal Dutch and Shell Transport to cease and desist from future violations of, the antifraud, reporting, recordkeeping and internal control provisions of the US Federal securities laws and related SEC rules, agreed to pay a $120 million civil penalty and undertook to spend an additional $5 million developing a comprehensive internal compliance program. In connection with the agreement with the FSA, Royal Dutch and Shell Transport agreed, without admitting or denying the FSA’s findings or conclusions, to the entry of a Final Notice by the FSA finding that Royal Dutch and Shell Transport breached market abuse provisions of the UK’s Financial Services and Markets Act 2000 and the Listing Rules made under it and agreed to pay a penalty of £17 million. The penalties from the SEC and FSA and the additional amount to develop a comprehensive internal compliance program have been paid by Group companies and fully included in the Income Statement of the Group for the year 2004. The United States Department of Justice has commenced a criminal investigation, and Euronext Amsterdam, the Dutch Authority for the Financial Markets and the California Department of Corporations are investigating the issues related to the reserves recategorisation. Management of the Group cannot currently predict the manner and timing of the resolution of these pending matters and is currently unable to estimate the range of reasonably possible losses from such matters. Group companies are subject to a number of other loss contingencies arising out of litigation and claims brought by governmental and private parties, which are handled in the ordinary course of business. The operations and earnings of Group companies continue, from time to time, to be affected to varying degrees by political, legislative, fiscal and regulatory developments, including those relating to the protection of the environment and indigenous people, in the countries in which they operate. The industries in which Group companies are engaged are also subject to physical risks of various types. The nature and frequency of these developments and events, not all of which are covered by insurance, as well as their effect on future operations and earnings, are unpredictable.

403 PART XX

FURTHER DETAILS OF THE TRANSACTION

1. Detailed background of the Transaction This paragraph 1 has been extracted from the US Registration Statement, although it has been amended to include information relevant to Shell Transport Ordinary Shareholders, holders of Shell Transport Bearer Warrants and holders of Shell Transport ADRs.

1.1 Historical and current organisation

A1/5.1.5 Since they entered into a scheme of amalgamation dated 12 September 1906 and agreements from 1907 by which the scheme of amalgamation was implemented and pursuant to which they combined their interests in the oil industry, Royal Dutch has owned 60 per cent. of the Royal Dutch/Shell Group and Shell Transport has owned 40 per cent. of the Royal Dutch/Shell Group. All operating activities have been conducted through the Royal Dutch/Shell Group.

Currently, the corporate and management structure of Royal Dutch and Shell Transport and the Royal Dutch/Shell Group consists of:

) two publicly-held parent companies, Royal Dutch and Shell Transport, which do not conduct operational activities; and

) the Royal Dutch/Shell Group, which consists of (i) two Royal Dutch/Shell Group holding companies, Shell Petroleum N.V., a Dutch company, and The Shell Petroleum Company Limited, a company incorporated in England and Wales, and (ii) the subsidiary service and operating companies of the Royal Dutch/Shell Group holding companies, which together conduct operations in more than 140 countries and territories worldwide.

Royal Dutch and Shell Transport share in the aggregate net assets and in the aggregate dividends and interest received from the Royal Dutch/Shell Group holding companies in the ratio of 60:40.

Royal Dutch is entitled to have its nominees elected as a majority of the members of the boards of directors of the Royal Dutch/Shell Group holding companies, and Shell Transport is entitled to have its nominees elected as a minority of the members of the boards of directors of the Royal Dutch/Shell Group holding companies.

(a) Royal Dutch Royal Dutch is managed by the three-person Royal Dutch Board of Management, consisting exclusively of (executive) managing directors, which is supervised by the seven-person Royal Dutch Supervisory Board, consisting exclusively of (non-executive) supervisory directors. The Royal Dutch Board of Management is charged with the day-to-day management of Royal Dutch. The Royal Dutch Supervisory Board is not involved in the day-to-day management of Royal Dutch, but is charged with the supervision of the policies of the Royal Dutch Board of Management and the general course of affairs of Royal Dutch, and further advises the Royal Dutch Board of Management.

The principal trading markets for Royal Dutch Shares are Euronext Amsterdam and the New York Stock Exchange.

(b) Shell Transport The Shell Transport Board comprises 11 directors, nine of whom are non-executive directors and two of whom are executive directors (known as Managing Directors).

Managing Directors are appointed by the Shell Transport Board from among its members. The Shell Transport Board has overall responsibility for the management of Shell Transport. It meets on a regular basis and has a formal schedule of matters reserved to it. These include such matters as approving the

404 annual report and accounts, dividends, material contracts, the approval of new appointments to the Shell Transport Board and changes to the relationship between Shell Transport and Royal Dutch. The principal trading market for Shell Transport Ordinary Shares is the market for listed securities of the London Stock Exchange. Shell Transport ADRs are listed on the New York Stock Exchange.

(c) Conference The Royal Dutch Supervisory Board and the Royal Dutch Board of Management on the one hand, and the Shell Transport Board on the other, do not have any directors in common. However, all of the directors frequently meet together during the year as a group which is called the Conference. The purpose of the Conference is to receive information from the Executive Committee about major developments within the Royal Dutch/Shell Group and to discuss reviews and reports on the business and plans of the Royal Dutch/Shell Group.

(d) Executive Committee The current Executive Committee, a joint committee established by the boards of the two Royal Dutch/ Shell Group holding companies, consists of the Managing Directors of the two Royal Dutch/Shell Group holding companies (the Executive Committee is the successor to, and replaced, the Committee of Managing Directors on 28 October 2004). The Executive Committee advises Royal Dutch and Shell Transport on investment in Royal Dutch/Shell Group companies and on the exercise of shareholder rights in these companies. The Executive Committee guides the Royal Dutch/Shell Group by providing strategic direction, support and appraisal to Royal Dutch/Shell Group businesses. The Executive Committee is chaired by a Chief Executive and is subject to the supervision of the Royal Dutch Supervisory Board and the Shell Transport Board. Each member of the current Executive Committee is also a member of either the Royal Dutch Board of Management or the Shell Transport Board. After Completion, the current Executive Committee will no longer exist. The current members, who will be the executive directors of Royal Dutch Shell, will be the members of the Royal Dutch Shell Executive Committee. References in these Listing Particulars to the Executive Committee relating to the period after Completion are references to the Executive Committee of Royal Dutch Shell.

1.2 Announcements On 5 March 2004 and 18 March 2004, Royal Dutch and Shell Transport announced that they would be undertaking a review of the overall governance of the Royal Dutch/Shell Group, including the composition and operation of the Royal Dutch Boards, the Shell Transport Board and the boards of the Royal Dutch/Shell Group holding companies. On 19 April 2004, Royal Dutch and Shell Transport further announced that in light of the report dated 31 March 2004 of Davis Polk & Wardwell to the Royal Dutch/ Shell Group Audit Committee, which had addressed the facts and circumstances of the reserves recategorisation and led to the adoption of certain remedial actions by Royal Dutch, Shell Transport and the Royal Dutch/Shell Group, Royal Dutch and Shell Transport had decided to accelerate the review of the governance and overall structure of Royal Dutch, Shell Transport and the Royal Dutch/Shell Group. The remedial actions adopted by Royal Dutch, Shell Transport and the Royal Dutch/Shell Group included: ) establishing a global reserves committee; ) revising the Royal Dutch/Shell Group reserves guidelines to comply with applicable SEC requirements; ) training approximately 3,000 staff members in the revised guidelines; ) overhauling the ofﬁces, and clarifying the roles and responsibilities, of the Royal Dutch/Shell Group reserves coordinator and Royal Dutch/Shell Group reserves auditor; ) removing reserves bookings from performance scorecards for calculating bonuses; ) improving visibility and accounting of reserves issues by senior management and directors; ) enhancing the accountability of business unit CFOs to the Royal Dutch/Shell Group CFO, the role of the Royal Dutch/Shell Group legal counsel and of the disclosure committee;

405 ) strengthening lines of responsibility for reserves reporting; ) reducing job rotation; ) revising the Royal Dutch/Shell Group’s document retention policy; and ) promoting communications and compliance. The report of Davis Polk & Wardwell, and the remedial actions adopted by Royal Dutch, Shell Transport and the Royal Dutch/Shell Group, are discussed in detail in Part IX of these Listing Particulars.

1.3 Sequence of events On 28 April 2004, the Steering Group was formed by Royal Dutch and Shell Transport to review the structure and overall governance of Royal Dutch, Shell Transport and the Royal Dutch/Shell Group. In forming the Steering Group and establishing its terms of reference, the Royal Dutch Boards and the Shell Transport Board noted that it would be desirable to explore options for changes to the corporate governance of the Royal Dutch/Shell Group with a view to (i) simplifying the Royal Dutch Boards and the Shell Transport Board and Royal Dutch/Shell Group executive management and the perception thereof; (ii) improving decision-making processes at Royal Dutch, Shell Transport and the Royal Dutch/Shell Group holding companies; and (iii) enhancing effective leadership for the Royal Dutch/Shell Group as a whole. It was noted that any model for structural change would be tested against the status quo. Under the Steering Group’s terms of reference, it was asked to consider: (i) how to simplify the Royal Dutch Boards, the Shell Transport Board and the boards of the Royal Dutch/Shell Group holding companies and the management structures of Royal Dutch, Shell Transport and the Royal Dutch/Shell Group; (ii) how decision-making processes and accountability could be improved; and (iii) ways in which effective leadership for Royal Dutch, Shell Transport and the Royal Dutch/Shell Group as a whole could be enhanced. The Steering Group was chaired by Lord Kerr of Kinlochard and its members were Maarten van den Bergh, Sir Peter Job, Jonkheer Aarnout Loudon and Jeroen van der Veer. Messrs. Van den Bergh and Van der Veer and Jonkheer Aarnout Loudon are directors of Royal Dutch while Lord Kerr and Sir Peter Job are directors of Shell Transport. On 17 June 2004, Royal Dutch and Shell Transport publicly announced the formation of the Steering Group, its members and its terms of reference. The Steering Group was assisted by the Working Group of senior finance, accounting and legal personnel from the Royal Dutch/Shell Group. The Steering Group and the Working Group received legal advice from Slaughter and May, De Brauw and Cravath on matters concerning English, Dutch and US law, respectively. As described below, the Steering Group also received certain corporate finance advice from Citigroup and Rothschild. As also described below, the Royal Dutch Supervisory Board and Royal Dutch Board of Management separately engaged ABN AMRO as their financial adviser and the Shell Transport Board separately engaged Deutsche Bank as its independent financial adviser. As outlined above, the Steering Group comprised directors of Royal Dutch and Shell Transport. In accordance with its terms of reference from Royal Dutch and Shell Transport, the Steering Group, with the assistance of the Working Group and financial advisers appointed to assist the Steering Group and Royal Dutch’s and Shell Transport’s external legal advisers, developed and evaluated alternatives that it then presented to the Royal Dutch Boards and the Shell Transport Board for their consideration and evaluation at both joint and separate meetings of the directors of Royal Dutch and Shell Transport. (These alternatives are discussed in the paragraphs that follow). In that process the Royal Dutch Boards had the assistance of separate financial advisers appointed by the Royal Dutch Boards for the purpose and the Shell Transport Board had the assistance of separate financial advisers appointed by the Shell Transport Board for the purpose, as well as the legal advisers of Royal Dutch and Shell Transport. Royal Dutch and Shell Transport did not engage in separate negotiations with each other over the terms of the Transaction outside of that process. Between 28 April 2004 and June 2004, the Steering Group, the Working Group and the legal advisers met several times to discuss possible alternatives to the current structure and overall governance arrangements that might merit further consideration. The Steering Group initially considered three groups of possible revised structures: those that altered the Royal Dutch/Shell Group’s internal structure to create a single intermediate holding company for the Royal Dutch/Shell Group, without

406 affecting the relationship of Royal Dutch and Shell Transport with each other, those that would modify the existing arrangements between Royal Dutch and Shell Transport to obtain greater economic unity at parent company level and those that would result in there being a single new holding company for Royal Dutch and Shell Transport. While the alternative of revising the Royal Dutch/Shell Group’s internal structure had the advantages of being fairly straightforward to implement and an enhancement of internal accountability (by interposing a single intermediate holding company for governance of the Royal Dutch/Shell Group over the current two intermediate holding companies), the Steering Group concluded that the formation of a new single intermediate holding company under Royal Dutch and Shell Transport would not address as many of the objectives outlined above as would be desirable, in particular because it would not change the fact that each parent company has a separate board of directors. Accordingly, following its preliminary review, the Steering Group focused on two principal groups of alternatives: (i) structures in which modifications would be made to the existing arrangements between Royal Dutch and Shell Transport (‘‘enhanced dual-listed company structures’’); and (ii) structures in which Royal Dutch and Shell Transport as parent companies would be replaced by a single publicly traded entity (‘‘single parent company structures’’). During the first few weeks of July 2004, the Steering Group met with several potential financial advisers and pursuant to an engagement letter dated 27 July 2004, Citigroup and Rothschild were retained by Shell International Limited to provide certain corporate finance advice in connection with the governance and structure review. For important information regarding the nature of the corporate finance advice provided by Citigroup and Rothschild, please refer to ‘‘Note regarding corporate finance advice of Citigroup and Rothschild’’ below. Thereafter, the Steering Group met with members of the Working Group, representatives of Citigroup and Rothschild and the legal advisers several times. Among other things, the Steering Group sought advice on where a single parent company should be incorporated and tax resident, taking into account differences in corporate legal requirements, taxation of shareholders and of Royal Dutch, Shell Transport and the Royal Dutch/Shell Group, index inclusion and listing requirements. An evaluation of these factors led the Steering Group to conclude that if a single parent company alternative were to be implemented, it would recommend a UK-incorporated, Dutch-headquartered and tax resident parent company. The Steering Group was advised that the use of a UK-incorporated entity should allow its shares to be included in the FTSE All-Share and FTSE 100 stock indices (although confirmation of this would need to be obtained), which are widely tracked indices that today include Shell Transport Ordinary Shares, although it would also likely result in the exclusion of the shares from less widely followed Eurozone indices, which generally exclude companies incorporated in the UK. The Steering Group was also advised that a single parent company structure could be constructed in such a way that the use of a Dutch tax resident entity should result in a structure that would be broadly tax neutral to the Royal Dutch/Shell Group, and, following completion, would be tax neutral to Royal Dutch Shareholders, although it would result in an adverse change in the tax treatment of dividends received by former Shell Transport Shareholders, unless a dividend access mechanism could be used to allow former Shell Transport Shareholders to receive UK source dividends. The Steering Group was also advised that the corporate legal requirements and listing requirements would be broadly similar to those affecting Royal Dutch and Shell Transport and Royal Dutch Shareholders and Shell Transport Shareholders. The Steering Group also solicited advice from Citigroup and Rothschild on the considerations that could inform an eventual determination by the Royal Dutch Boards, on the one hand, and the Shell Transport Board, on the other hand, of the exchange ratio to be used in a single parent company structure. The Steering Group was advised by De Brauw that the implementation of a single parent company structure would require an exchange offer because a merger transaction would not be available under applicable Dutch law. A shareholder vote would also be likely to be required to approve any implementation agreement. Since an exchange offer would involve the individual participation of each shareholder, the Steering Group was further advised that there would be likely to be some Royal Dutch Shareholders remaining immediately after the Transaction. The Steering Group was advised by Slaughter and May that the implementation of a single parent company structure could be accomplished by a scheme of arrangement under applicable English law, which would result in the cancellation of all of the existing Shell Transport Ordinary Shares if it were approved by the requisite shareholder vote and by the High Court. The Steering Group was advised by Cravath that the

407 implementation of an exchange offer would require compliance with the US tender offer rules and registration of the shares to be issued under the US Securities Act, and US Exchange Act, and that implementation of a scheme of arrangement should not be subject to the US tender offer rules and should be entitled to an exemption from registration under the Securities Act and the US Exchange Act. The Steering Group also asked the legal advisers and representatives of Citigroup and Rothschild to consider the feasibility of certain changes to the enhanced dual-listed company structures under consideration, in light of the features that had been adopted in dual-listed company structures formed in recent years, including (i) dividend equalisation, (ii) pooled voting at the shareholder level on most matters, which would result in, among other things, common boards of directors, and (iii) cross- guarantees by each of Royal Dutch and Shell Transport of certain contractual obligations of each other. The Steering Group also asked the US legal advisers to consider the tax issues related to the potential tax treatment of share-for-share acquisitions if an enhanced dual-listed company structure was implemented. On 5 August 2004, the Steering Group met together with members of the Working Group, the legal advisers and representatives from Citigroup and Rothschild. The Steering Group was advised that in order to implement a dividend access mechanism for a single parent company structure, it would be necessary to discuss the proposed mechanism with the Dutch Revenue Service and they would need to find it acceptable. The necessary confirmation about the treatment of the dividend access mechanism was obtained on 26 October 2004, after a number of meetings with the Dutch Revenue Service. At the 5 August 2004 meeting, the Steering Group also received preliminary advice that the existing structure or an enhanced dual-listed company structure would present certain significant issues under US tax law that would likely make it difficult or impossible in many cases to ensure that stock-for-stock acquisitions would be tax free in the US, while a single parent company structure would not generally present these problems. Between 5 August 2004 and the first week of September 2004, the Steering Group met several times with members of the Working Group and the legal advisers and representatives of Citigroup and Rothschild. During this period, the Steering Group received confirmation of the preliminary US tax advice it had received on 5 August 2004. Members of the Working Group and the legal advisers also met with representatives of PricewaterhouseCoopers LLP and KPMG Accountants N.V. to discuss the accounting treatment of each of the two possible structures. Beginning in September 2004, ABN AMRO began to act as independent financial adviser to Royal Dutch and Deutsche Bank began to provide independent financial advice to Shell Transport. The directors of Royal Dutch and Shell Transport met jointly on 7 September 2004 together with members of the Working Group and representatives of Citigroup and Rothschild. The directors of Royal Dutch and Shell Transport received a report from the Steering Group on the status of the two structures under consideration, including a summary of the advice received by the Steering Group over the preceding two months, as described above. The directors of Royal Dutch and Shell Transport reviewed in detail draft governance documents recommended by the Steering Group, including draft descriptions of the roles and responsibilities of the non-executive Chairman, Chief Executive, the Company Secretary and other principal officers, as well as the executive committee. The directors of Royal Dutch and Shell Transport also received a recommendation from the Steering Group that in either structure the board should initially consist of 10 non-executive directors and five executive directors. This recommendation allowed for the initial non-executive directors to consist of six former members of the Royal Dutch Boards and four members of the Shell Transport Board, thereby reflecting the current 60:40 ownership of the Royal Dutch/Shell Group by Royal Dutch and Shell Transport, without mandating that such relationship be maintained in the future. This recommendation of five executive directors would ensure the continuity of responsibility of the current Managing Directors of Royal Dutch and Managing Directors of Shell Transport. During this meeting, Citigroup and Rothschild noted that the exchange ratio in certain precedent transactions in which dual-listed company structures had been combined generally had reflected the percentage ownership by each company of the combined business prior to the transaction. In addition, Citigroup and Rothschild reviewed the existing economic relationship between Royal Dutch and Shell Transport and discussed the fact that, if a single parent company structure were to be implemented, an exchange ratio that reflected the existing economic

408 relationship would be likely to be preferable to both Royal Dutch and Shell Transport. Citigroup and Rothschild’s analysis in this regard included a comparison of the effectiveness and validity of arguments that could be made by either Royal Dutch or Shell Transport in favour of and against a control premium for the shares of either Royal Dutch or Shell Transport, as well as possible shareholder and market reactions to a structure that altered the existing economic relationship between Royal Dutch and Shell Transport. In this respect, Citigroup and Rothschild identified arguments that could be made by either Royal Dutch or Shell Transport in favour of (such as, (i) in the case of Royal Dutch, compensation for dilution of the voting power of the Royal Dutch Shareholders in the election of members of the Royal Dutch Board of Management and the Royal Dutch Supervisory Board and indirectly in the election of the Royal Dutch/Shell Group’s holding companies’ directors; and (ii) in the case of Shell Transport, compensation for loss of control of Shell Transport) and against (such as (i) the fact that potentially relevant precedent transactions did not include such a control premium; (ii) the fact that none of the boards were believed to be likely to accept a discount; and (iii) the fact that the payment of a premium could affect the appropriate accounting for a transaction) a control premium for each of Royal Dutch’s and Shell Transport’s shares, as well as possible shareholder and market reactions to a structure that altered the existing economic relationship between Royal Dutch and Shell Transport. It was also acknowledged that the feasibility of dividend access for former Shell Transport Shareholders was a significant issue for any single parent company structure. During the following weeks, the Steering Group met several times with members of the Working Group and the legal advisers and representatives of Citigroup and Rothschild. At these meetings, the Steering Group considered, among other things: ) the location and role of the headquarters of a single parent company (The Netherlands was considered the most appropriate location for the headquarters of the new parent company given the large proportion of the Royal Dutch/Shell Group’s central functions that were already based in The Hague. Having a headquarters in The Hague was also consistent with the goal of achieving tax neutrality); ) arrangements for annual general meetings of shareholders (in the case of a single parent company structure, it was considered appropriate for these meetings normally to be held in the headquarters city, which would be The Hague); ) the country of incorporation of the new single parent company (in order to capture the anticipated benefits of FTSE indexation, it would be necessary for the new parent company to be incorporated in the UK); ) listing of the new shares (since the new parent company would be incorporated under English law it could only achieve a listing in both London and Amsterdam, as well as New York, by having a primary listing for all classes of shares on the London Stock Exchange and additional listings on Euronext Amsterdam and the NYSE); ) issues surrounding the implementation of an ADR programme (the Steering Group was advised that ADRs offered no discernable disadvantages for investors versus New York registered shares); ) the name for a single parent company (it was considered desirable for a single parent company to be named Royal Dutch Shell, and the Steering Group was advised that necessary UK and Dutch approvals had been obtained to use that name); ) the accounting treatment of the transaction structures under consideration (the Steering Group was advised on the effects that fair value accounting would have and also advised that the issue of the appropriate accounting was still under review); and ) the feasibility of a dividend access mechanism, including through the issuance of two classes of shares (the Steering Group considered it important in connection with a single parent company structure to obtain approval from the Dutch Revenue Service for a dividend access mechanism; the Steering Group was advised that this may require the use of two classes of shares, which it viewed as acceptable so long as the classes were essentially identical in their corporate rights and obligations, the differences arose solely from the tax treatment of

409 dividends in the applicable jurisdictions and the classes could be merged at the discretion of the Boards). The directors of Royal Dutch and Shell Transport met jointly again on 27 September 2004. Members of the Working Group and representatives of Citigroup and Rothschild were present for parts of that meeting. At that meeting, the directors of Royal Dutch and Shell Transport received an update on the status of the outstanding issues related to the single parent company structure and the enhanced dual- listed company structure. During late September and early October 2004, representatives of Royal Dutch and Shell Transport discussed the impact of a single parent company structure on the direct and indirect voting power of Royal Dutch Shareholders and Shell Transport Ordinary Shareholders and whether it would be advisable to employ, among other things, differential voting rights between the two classes of shares. The directors of Royal Dutch and Shell Transport noted that Royal Dutch Shareholders currently elect all the members of the Royal Dutch Supervisory Board and the Royal Dutch Board of Management and Royal Dutch in turn has the right to elect a majority of the directors of the Royal Dutch/Shell Group holding companies, and that the Shell Transport Ordinary Shareholders currently have the right to elect the members of the Shell Transport Board and Shell Transport in turn has the right to elect a minority of the directors of the Royal Dutch/Shell Group holding companies. The directors of Royal Dutch and Shell Transport also noted that, on the basis of a 60:40 ratio, if all shares of a new single parent company vote together, former Royal Dutch Shareholders would initially have a majority of the voting power and former Shell Transport Ordinary Shareholders would initially have a minority of the voting power. As described in Part VII of these Listing Particulars, the ‘‘A’’ Shares and ‘‘B’’ Shares have identical voting rights (other than class voting rights with respect to matters that affect the rights attached to either class of shares differently than the other class). On 7 October 2004, the Royal Dutch Supervisory Board met to discuss the status of the structure and governance review. The representatives of the Royal Dutch Supervisory Board that were members of the Steering Group explained that, due to a number of outstanding points, it was premature to come to conclusions or reach a decision, but the current preference of the Steering Group was for a single parent company structure for the reasons described in paragraph 2 of this Part XX. The Royal Dutch Supervisory Board indicated that it supported the recommendations of the Steering Group in general but noted that, given the existence of outstanding issues discussed, it was not ready to draw conclusions or make a decision relating to the structure and governance review. The outstanding points consisted of the issues described in the next paragraph. The directors of Royal Dutch and Shell Transport met jointly on 8 October 2004, together with members of the Working Group, to review the status of various issues related to the single parent company structure and the enhanced dual-listed company structure. Representatives from Citigroup, Rothschild, Slaughter and May and De Brauw attended part of this meeting. The directors of Royal Dutch and Shell Transport discussed the proposed dividend policy under each of the two structures. The discussion then focused on the outstanding issues related to the single parent company structure, which included discussions on, among other things, matters related to the characteristics of the two classes of shares (including the treatment of dividends and the dividend access mechanism); the listing of a single parent company’s securities in the US in the form of ADRs (rather than in the form of New York registry shares or another form of security); the possibility of price differentials between the two classes of shares; considerations relating to how the exchange ratio could impact the post-transaction share price; the primary listing of a single parent company’s shares; and possible market and shareholder reactions. Citigroup and Rothschild also discussed with the directors of Royal Dutch and Shell Transport the potential market issues that would be raised if the possibility of giving the two classes of shares differential voting rights was pursued and the lack of precedent for differential voting rights in similar transactions. During this meeting, as part of their analysis of alternative governance structures, Citigroup and Rothschild presented a single holding company structure based on an exchange ratio for Shell Transport shareholders of 0.2873 Royal Dutch Shell shares for each Shell Transport share currently held in order to reﬂect the existing 60:40 economic relationship between Royal Dutch and Shell Transport. This exchange ratio was based on the premise of two shares in Royal Dutch Shell for each share of Royal Dutch currently held and was determined taking into account the appropriateness of the resultant trading prices of the Royal Dutch Shell shares on the three principal exchanges on which they will be traded. For important information regarding the nature of the corporate ﬁnance advice

410 provided by Citigroup and Rothschild, please refer to ‘‘Note regarding corporate finance advice provided by Citigroup and Rothschild’’ below. On 23 October 2004, the Shell Transport Board met by teleconference to consider the alternatives under consideration. Representatives of Slaughter and May (in its capacity as counsel to Shell Transport) and Deutsche Bank (independent financial adviser to Shell Transport) also participated in the teleconference. The directors of Royal Dutch and Shell Transport met jointly on 27 October 2004, together with members of the Working Group and representatives of Citigroup, Rothschild and De Brauw. The directors of Royal Dutch and Shell Transport reviewed a draft announcement of the Transaction. At this meeting, the directors of Royal Dutch and Shell Transport, who had received corporate finance advice from Citigroup and Rothschild, indicated their belief that the Transaction is in the interests of shareholders of Royal Dutch and Shell Transport as a whole. In providing their advice to the directors of Royal Dutch and Shell Transport, Citigroup and Rothschild relied entirely on the commercial assessments of the Transaction of the directors of Royal Dutch and Shell Transport. For important information regarding the nature of the corporate advice provided by Citigroup and Rothschild, please refer to ‘‘Note regarding corporate finance advice provided by Citigroup and Rothschild’’ below. On 27 October 2004, the Royal Dutch Supervisory Board met to consider (i) an enhanced dual-listed company structure in which a new single group holding company would be formed (owned 60 per cent. by Royal Dutch and 40 per cent. by Shell Transport) as a Dutch company and Royal Dutch and Shell Transport would enter into a dividend equalisation agreement and arrangements such that shareholders of both Royal Dutch and Shell Transport would vote together on matters that affected them similarly, including the election of directors, and (ii) the Transaction. Representatives of ABN AMRO and De Brauw were also present. Representatives of De Brauw reviewed with the Royal Dutch Supervisory Board their duties under Dutch law in connection with considering the possible structures. On 27 October 2004, ABN AMRO delivered a written opinion, addressed to the Royal Dutch Supervisory Board and the Royal Dutch Board of Management, on the fairness, from a financial point of view, to the holders of Royal Dutch Shares of the proposed exchange ratio to be used in the Royal Dutch Offer. ABN AMRO also provided to the Royal Dutch Supervisory Board a presentation that described the financial analysis underlying their opinion. In their consideration of the possible structures, the Royal Dutch Supervisory Board noted that the enhanced dual-listed company structure would simplify the corporate structure and maintain the current tax treatment of shareholders. In relation to the proposed single parent company structure embodied in the Transaction, the Royal Dutch Supervisory Board noted that the structure would generally result in the benefits identified in relation to the enhanced dual-listed company structure, and in addition would (i) remove the risk of a conflict between the decision-making bodies of the public parent companies, (ii) simplify the raising of capital in the future, and (iii) reduce regulatory burdens resulting from having two publicly-traded parent companies. The Royal Dutch Supervisory Board also noted that the Transaction appeared to offer Royal Dutch and the Royal Dutch/Shell Group more benefits than the enhanced dual-listed company structure, particularly (i) clarity and simplicity in both management and corporate structure, (ii) improved efficiency with clear lines of authority and an empowered Chief Executive, (iii) accountability through improved clarity in governance, and (iv) financial and strategic flexibility. (These reasons are discussed in more detail in paragraph 2 of this Part XX). Thereafter, the Royal Dutch Supervisory Board unanimously resolved, subject to the conditions described in this Part XX, to approve in principle the proposal of the Transaction and to enter into and execute the Unification Protocol. In considering the factors noted above and described in more detail in paragraph 2 of this Part XX, the Royal Dutch Boards considered as favourable the terms of the Transaction, the opinion of the financial advisers, the expected increased clarity and simplicity of governance, the expected increased accountability and management efficiency, the tax treatment of the Transaction to Royal Dutch and to Dutch and US holders of Royal Dutch Shares (noting, however, possible UK taxation of chargeable gains on exchange to residents of the UK), the expected accounting treatment, the index inclusion and the expected increased flexibility in issuing equity and debt. The Royal Dutch Boards considered as unfavourable the fact that there would be two classes of shares, which may trade at different prices, the

411 likelihood of there being Royal Dutch minority shareholders immediately following the Transaction, the exclusion of the Royal Dutch Shell Shares from Eurozone indices such as the Dow Jones EuroStoxx 50 index, and the other risk factors described in Part II of these Listing Particulars. The Royal Dutch Boards did not quantify or assign relative weightings to any of the factors considered. On 27 October 2004, the Shell Transport Board met to consider the enhanced dual-listed company structure and the Transaction. The Shell Transport Board unanimously resolved, based on a number of factors, and subject to certain conditions, to approve the Transaction in principle, and the entry into and execution of the Unification Protocol. On 27 October 2004, the Royal Dutch Shell Board met and unanimously resolved, subject to certain conditions, to approve the Transaction in principle, and the entry into and execution of the Unification Protocol. On the morning of 28 October 2004, the Royal Dutch Board of Management met to consider the enhanced dual-listed company structure and the Transaction. Representatives of ABN AMRO and De Brauw were also present. The Royal Dutch Board of Management considered the matters that had been considered by the Royal Dutch Supervisory Board, including, but not limited to, ABN AMRO’s written opinion. Following consideration of these matters, the Royal Dutch Board of Management unanimously resolved, based on the factors considered by the Royal Dutch Supervisory Board, and subject to the conditions set out in this Part XX, to approve the Transaction in principle, and the entry into and execution of the Unification Protocol. Following approval by the Royal Dutch Board of Management, the Unification Protocol was executed by the parties. Thereafter, Royal Dutch and Shell Transport announced that the outcome of the review was the Transaction. On 18 May 2005, Royal Dutch Shell, Royal Dutch and Shell Transport entered into the Implementation Agreement. Note regarding corporate finance advice of Citigroup and Rothschild: Citigroup and Rothschild did not render an opinion regarding the fairness of the consideration offered from a financial point of view or otherwise, and did not and do not make any recommendation to any holders of Royal Dutch Shares or holders of Shell Transport Shares or any other party or parties with respect to the Transaction. Throughout the process, Citigroup’s and Rothschild’s advice was provided to the Steering Group for discussion purposes only and was prepared as a contribution to an overall analysis of available strategic options, rather than as an evaluation of an agreed-upon recommendation or position. Moreover, neither Citigroup nor Rothschild made any independent valuation or appraisal of the assets or liabilities of Royal Dutch Shell, Royal Dutch or Shell Transport, nor were Citigroup of Rothschild furnished with any such appraisals.

A3/3.4. 2. Reasons for the Transaction This paragraph 2 has been extracted from the US Registration Statement, although it has been amended to include information relevant to Shell Transport Ordinary Shareholders, holders of Shell Transport Bearer Warrants and holders of Shell Transport ADRs. (i) The Royal Dutch Boards, in making their decision that Royal Dutch should enter into the Unification Protocol and the Implementation Agreement and propose the Transaction and in making their recommendation that Royal Dutch Shareholders accept the Royal Dutch Offer and tender their Royal Dutch Shares; and (ii) the Shell Transport Board, in making its decision that Shell Transport should enter into the Unification Protocol and the Implementation Agreement and propose the Transaction and in making its recommendation that Shell Transport Ordinary Shareholders (and holders of Shell Transport Bearer Warrants) should vote in favour of the Scheme, considered, among other things, the following: ) Terms of the Transaction: the fact that the exchange ratio to be proposed reflects the ownership of the Royal Dutch/Shell Group by Royal Dutch and Shell Transport and the other terms of the Unification Protocol and Implementation Agreement. ) Advice and opinions of financial advisers: the written opinion of ABN AMRO addressed to the Royal Dutch Boards that, as at 27 October 2004, the exchange ratio to be used in the Royal

412 Dutch Offer was fair, from a financial point of view, to Royal Dutch Shareholders, and the opinion of Deutsche Bank provided to the Shell Transport Board that the terms of the Transaction are fair and reasonable for Shell Transport Ordinary Shareholders, and the corporate finance advice provided by Citigroup and Rothschild. ABN AMRO confirmed its opinion by delivering a written opinion dated 13 May 2005 to the Royal Dutch Boards.

) Increased clarity and simplicity of governance: the belief that the Transaction will result in a clearer and simpler governance structure, including:

— a single, smaller Board, initially comprised of 10 non-executive directors and ﬁve executive directors, and

— a simpliﬁed senior management structure with a single non-executive Chairman of the Board, a single Chief Executive and clear lines of authority.

This structure will eliminate any need for Conference and for the Executive Committee (as the successor to the Committee of Managing Directors) to be internally accountable to two separate public company Boards, each of which has its own Chairman. After Completion, the Executive Committee of Royal Dutch Shell would be responsible for the overall business and affairs of Royal Dutch Shell and have the ﬁnal authority in all matters of management that are not within the duties and authorities of the Royal Dutch Shell Board or Royal Dutch Shell Shareholders.

) Increased accountability: the expectation that the Transaction will lead to increased accountability and clarify lines of authority. This is expected to result from the fact that following Completion the Executive Committee will report through the Chief Executive to a single board of directors with a single non-executive Chairman.

) Increased management efﬁciency: the belief that the Transaction will increase the efﬁciency of decision-making and management processes generally, including through the elimination of dual corporate headquarters in favour of a single corporate headquarters, the elimination of duplication and the centralisation of functions.

) Tax treatment: the fact that (a) the exchange of Royal Dutch Shares in the Transaction would not be subject to tax for Dutch and US federal income tax purposes; (b)(i) the Scheme should not be a taxable transaction for UK resident Shell Transport Ordinary Shareholders (or UK resident holders of Shell Transport Bearer Warrants or Shell Transport ADRs), and (ii) the Dividend Access Mechanism seeks to preserve the current tax treatment of dividends paid to Shell Transport Ordinary Shareholders (and holders of Shell Transport Bearer Warrants); and (c) the Transaction would be broadly tax neutral for the Royal Dutch/Shell Group.

) Expected accounting treatment: the fact that it was expected that the Transaction would be accounted for on an historical cost (or carry-over) basis under IFRS and US GAAP rather than as a business combination (see Part XVII of these Listing Particulars for a more detailed explanation of the accounting treatment of the Transaction).

) Index inclusion: the fact that the Royal Dutch Shell Shares would be expected to be included in the FTSE All-Share and FTSE 100 indices with a weighting reﬂecting Royal Dutch Shell’s full market capitalisation (i.e., both ‘‘A’’ Shares and ‘‘B’’ Shares). Because these indices are widely tracked by investors, Royal Dutch Shell expects this inclusion to have a positive impact upon the overall demand for Royal Dutch Shell Shares.

) Flexibility in issuing equity and debt: the fact that the Transaction would result in a single publicly traded entity that would facilitate equity and debt issuances, including on a SEC- registered basis. As described above, the existing structure or an enhanced dual-listed company structure would present signiﬁcant issues under US tax law that would likely make it difﬁcult or impossible in many cases to ensure that stock-for-stock acquisitions would be tax free in the US, while the single parent company structure would not generally present these problems. The existence of a single parent company that is an SEC registrant will facilitate

413 the issuance of registered debt securities by avoiding any need for multiple obligors or guarantors.(1) In the course of their deliberations, the Royal Dutch Boards and the Shell Transport Board also considered certain potentially negative factors relevant to the Transaction, including: ) Two classes of shares: the fact that following the Transaction, Royal Dutch Shell would have two classes of ordinary shares outstanding, which may trade at different prices partially as a result of the fact that holders of ‘‘A’’ Shares will receive Dutch source dividends and holders of ‘‘B’’ Shares are expected to receive UK source dividends (pursuant to the Dividend Access Mechanism) and incremental demand from investors (including funds) that track stocks included in the FTSE 100 Index. ) Likelihood of Royal Dutch minority: the likelihood that there would be remaining public Royal Dutch Shareholders following Completion, which would result in on-going reporting and administrative costs until and unless such Royal Dutch Shares are acquired. ) Elimination from Eurozone-only stock indices: the risk that Royal Dutch Shell Shares would not be included in Eurozone-only indices such as the Dow Jones EuroStoxx 50 index, which would result in the selling of Royal Dutch Shares or ‘‘A’’ Shares by investment funds and other investors that track those indices. Royal Dutch Shell Shares would not generally be included in Eurozone-only indices because companies incorporated in England and Wales are generally not eligible for such indices. ) Other risk factors: the other risks to holders of Royal Dutch Shell Shares described in Part II of these Listing Particulars. These include among others the fact that the trading prices of Royal Dutch Shell Shares and/or Royal Dutch Shell ADRs may be subject to fluctuation, the fact that Royal Dutch Shell may not realise the anticipated benefits of the Transaction, the fact that the ‘‘A’’ Shares and the ‘‘B’’ Shares may trade at different prices, the fact that Royal Dutch Shell may in the future have a dividend policy that differs from Royal Dutch and/or Shell Transport’s historical policy and the steps that Royal Dutch Shell may take in the future to acquire the remaining public minority such as corporate restructuring transactions, changes to the Royal Dutch Articles and public or private exchanges or tender offers or other purchases. This discussion of the information and factors considered by the Royal Dutch Boards and the Shell Transport Board in making their decisions is not intended to be exhaustive but is believed to include all material factors considered. In view of the wide variety of factors considered in connection with their evaluation of the Transaction and the complexity of these matters, the Royal Dutch Boards and the Shell Transport Board did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to these factors. In addition, individual members of the Royal Dutch Boards and the Shell Transport Board may have given different weight to different factors.

A3/5.1.4 3. Conditions to the Royal Dutch Offer and the Scheme The Transaction can only become effective if (i) all the conditions to the Royal Dutch Offer, and (ii) all the conditions to the Scheme have, in each case, been satisﬁed or, to the extent permitted by applicable law and the Implementation Agreement, waived. In addition, Shell Transport has undertaken not to proceed with the Scheme and to withdraw the Scheme in the event that prior to the Hearing Date the Implementation Agreement is terminated in accordance with its terms. The Transaction will become effective upon registration of the Order by the Registrar of Companies which, subject to the sanction of the Scheme by the High Court, is expected to occur on 20 July 2005. Unless the Scheme becomes effective by 31 December 2005, or such later date as Royal Dutch Shell, Royal Dutch and Shell Transport may agree and the High Court may allow, the Scheme will not become effective and the Transaction will not proceed.

(1) However, any future issue of additional ‘‘B’’ Shares will only be made after prior consultation with the Dutch Revenue Service.

414 The Royal Dutch Offer will be declared unconditional (gestand gedaan), and the Scheme will become effective if the following conditions are fulﬁlled or, to the extent permitted by applicable law and the Implementation Agreement, waived:

A3/5.1.1 3.1 Conditions to the Royal Dutch Offer

A3/5.2.3(g) The Royal Dutch Offer is conditional upon:

(i) the number of Royal Dutch Shares that have been validly tendered for exchange before the expiry of the Royal Dutch Offer Acceptance Period and that have not been withdrawn representing at least 95 per cent. of the issued share capital of Royal Dutch that is then outstanding;

(ii) the ‘‘A’’ Shares and the ‘‘B’’ Shares being authorised for listing on Euronext Amsterdam subject to the Royal Dutch Offer being declared unconditional (gestanddoening);

A3/6.1 (iii) the admission to the Official List of the ‘‘A’’ Shares and the ‘‘B’’ Shares becoming effective in accordance with the Listing Rules or (if Royal Dutch Shell and Shell Transport so determine and subject to the consent of the Panel) the UK Listing Authority agreeing or confirming its decision to admit such ‘‘A’’ Shares and ‘‘B’’ Shares to the Official List, and the London Stock Exchange agreeing to admit such ‘‘A’’ Shares and ‘‘B’’ Shares to trading, subject only to (a) the re-classification of the appropriate number of Euro Deferred Shares as ‘‘A’’ Shares; (b) the allotment of such ‘‘B’’ Shares; and/or (c) the Scheme becoming effective;

(iv) the Royal Dutch Shell ADRs to be issued in connection with the Transaction being approved for listing on the New York Stock Exchange, subject to ofﬁcial notice of issuance;

(v) prior to the expiry of the Royal Dutch Offer Acceptance Period, no notiﬁcation being received from the AFM that the Royal Dutch Offer has been made in conﬂict with Chapter IIA of the 1995 Securities Act in which case the Admitted Institutions, pursuant to section 32a of the 1995 Securities Decree, would not be allowed to co-operate with the execution and settlement of the Royal Dutch Offer;

(vi) prior to the expiry of the Royal Dutch Offer Acceptance Period, the Royal Dutch annual general meeting being held in accordance with Dutch law to inform Royal Dutch Shareholders about the Royal Dutch Offer and the Royal Dutch annual general meeting having resolved to approve the entering into by Royal Dutch of the Implementation Agreement;

(viii) the US Registration Statement and the registration statements on Form F-6 relating to Royal Dutch Shell ADRs having become effective in accordance with the provisions of the US Securities Act, no stop order suspending the effectiveness of those registration statements having been issued by the SEC and no proceedings for that purpose having been initiated or threatened by the SEC and not concluded or withdrawn; and

(ix) the sanction (with or without modiﬁcation) by the High Court of the Scheme and the registration by the Registrar of Companies of the Order.

The conditions in paragraphs 3.1(v), (viii) and (ix) above may not be waived. The remaining conditions may be waived by Royal Dutch Shell. Royal Dutch Shell has agreed in the Implementation Agreement not to waive the conditions of the Royal Dutch Offer or to determine whether such conditions have been satisﬁed without the prior written consent of Royal Dutch and Shell Transport.

415 A3/5.1.1 3.2 Conditions to the Scheme The Scheme is conditional upon:

A3/5.2.3(g) (i) the approval by a majority in number representing three-fourths in value of the Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants present and voting, either in person or by proxy, at the Court Meeting; (ii) the passing of the special resolution required to approve and implement the Scheme and the associated reduction of capital and to amend the Shell Transport Articles as set out in the notice of the Shell Transport EGM; (iii) the passing of the special resolutions for the cancellation and repayment of the Shell Transport Preference Shares as set out in the notice of the Shell Transport EGM;

A3/6.1 (iv) the admission to the Official List of the ‘‘A’’ Shares and the ‘‘B’’ Shares becoming effective in accordance with the Listing Rules or (if Royal Dutch Shell and Shell Transport so determine and subject to the consent of the Panel) the UK Listing Authority agreeing or confirming its decision to admit such ‘‘A’’ Shares and ‘‘B’’ Shares to the Official List, and the London Stock Exchange agreeing to admit such ‘‘A’’ Shares and ‘‘B’’ Shares to trading, subject only to (a) the re-classification of the appropriate number of Euro Deferred Shares as ‘‘A’’ Shares; (b) the allotment of such ‘‘B’’ Shares; and/or (c) the Scheme becoming effective;

(v) the ‘‘A’’ Shares and the ‘‘B’’ Shares being authorised for listing on Euronext Amsterdam subject to the Royal Dutch Offer being declared unconditional (gestanddoening);

(vi) the Royal Dutch Shell ADRs to be issued in connection with the Transaction being approved for listing on the New York Stock Exchange, subject to ofﬁcial notice of issuance;

(viii) the conditions to the Royal Dutch Offer (other than the condition in paragraph 3.1(ix)) having been satisﬁed or waived on or before the Order Date by Royal Dutch Shell;

(ix) the sanction (with or without modiﬁcation) by the High Court of the reduction of capital involved in the cancellation and repayment of the Shell Transport Preference Shares and the registration by the Registrar of Companies of the order conﬁrming the reduction of capital relating to the Shell Transport Preference Shares; and

(x) the sanction (with or without modiﬁcation) by the High Court of the Scheme and the registration by the Registrar of Companies of the Order.

The conditions in paragraphs 3.2(i), (ii), (viii) and (x) above may not be waived. Shell Transport has agreed in the Implementation Agreement not to waive the conditions of the Scheme or to determine whether such conditions have been satisﬁed without the prior written consent of Royal Dutch.

4. Royal Dutch Priority Shares

As announced on 17 June 2004, a proposal to abolish the Royal Dutch Priority Shares will be put to the Royal Dutch annual general meeting on 28 June 2005.

It will be proposed that the Royal Dutch annual general meeting on 28 June 2005 resolves to amend the Royal Dutch Articles and to grant authority to the Royal Dutch Board of Management to buy back all the outstanding Royal Dutch Priority Shares and subsequently cancel all the Royal Dutch Priority Shares thus obtained. These matters will together be put to the Royal Dutch annual general meeting to be voted on in one vote. The Royal Dutch Priority Shares will be abolished if the majority of holders of Royal

416 Dutch Shares present or represented at the Royal Dutch annual general meeting votes in favour of this proposal. The proposed amendment to the Royal Dutch Articles consists of, among other things, the introduction of a one tier board structure for Royal Dutch and the abolition of the Royal Dutch Priority Shares as a class of shares (thereby converting the outstanding Royal Dutch Priority Shares into Royal Dutch Shares).

If passed, the above mentioned resolution shall be carried out by effectuating the buy back of the Royal Dutch Priority Shares as well as amending the Royal Dutch Articles as soon as possible thereafter (which it is intended shall take place on or about 1 July 2005). The subsequent cancellation of the (former) Royal Dutch Priority Shares will become effective on, and is subject to, completion of the required procedural matters under Dutch law. The holders of the Royal Dutch Priority Shares have offered to sell their shares to Royal Dutch, subject to the Royal Dutch annual general meeting resolving to amend the Royal Dutch Articles whereby the Royal Dutch Priority Shares are abolished as a separate class.

5. Cancellation and repayment of Shell Transport Preference Shares

In conjunction with the implementation of the Transaction, Shell Transport proposes to cancel and repay the Shell Transport Preference Shares as:

) it is intended that no Shell Transport Shares should be listed following Completion; and

) the cancellation and repayment of the Shell Transport Preference Shares will simplify the capital structure of Shell Transport and will remove a possible issue relating to the payment of dividends by Royal Dutch Shell in the future, including to former holders of Shell Transport Ordinary Shares. Assuming that the special resolutions relating to the Shell Transport Preference Shares are passed at the Shell Transport EGM, and subject to the sanction of the High Court:

(i) in consideration for the cancellation of the Shell Transport First Preference Shares, holders of Shell Transport First Preference Shares at the Cancellation and Repayment Record Time will receive from Shell Transport, for each Shell Transport First Preference Share, £1.0448 (subject to rounding) comprising:

) the £1 of capital paid up on such share;

) a premium of £0.0284 calculated by reference to the average share price of the Shell Transport First Preference Shares (adjusted to take account of unpaid arrears of dividend down to the dividend payment date on 1 April 2005) in the six months preceding 18 April 2005 (being the date thirty clear days before the date of the notice convening the Shell Transport EGM); and

) £0.0164, being the ﬁxed dividend on such share down to the date of the repayment of capital (which is expected to be 19 July 2005); and

(ii) in consideration for the cancellation of the Shell Transport Second Preference Shares, holders of Shell Transport Second Preference Shares at the Cancellation and Repayment Record Time will receive from Shell Transport, for each Shell Transport Second Preference Share, £1.4735 (subject to rounding) comprising:

) the £1 of capital paid up on such share;

) a premium of £0.4410 calculated by reference to the average share price of the Shell Transport Second Preference Shares (adjusted to take account of unpaid arrears of dividend down to the dividend payment date on 1 February 2005) in the six months preceding 18 April 2005 (being the date thirty clear days before the date of the notice convening the Shell Transport EGM); and

417 ) £0.0325, being the fixed dividend on such share down to the date of the repayment of capital (which is expected to be 19 July 2005). Amounts payable to holders of Shell Transport Preference Shares in respect of the premium and the fixed dividend will each be rounded up to the nearest number of whole pence. The figures set out above have been calculated on the assumption that payment to the holders of Shell Transport Preference Shares takes place on 19 July 2005. If payment takes place after 19 July 2005, the amount to be received by holders of Shell Transport Preference Shares will increase (to reflect the resulting increased dividend entitlement). The figures set out above have also been calculated in accordance with the Shell Transport Articles save that the share price data necessary to derive the premium payable in respect of the Shell Transport First Preference Shares has, for the period following 20 January 2005, been taken from Datastream rather than the London Stock Exchange Daily Official List. This is because the London Stock Exchange Daily Official List ceased to quote prices for the Shell Transport First Preference Shares on 20 January 2005.

6. Reduction of capital In order to remove a possible technical issue relating to the payment of dividends in the future, Royal Dutch Shell intends on, or immediately following, the Effective Date to implement a reduction of capital by way of the cancellation and extinguishment of any share premium account created on the Effective Date. A special resolution of Royal Dutch Shell was passed to approve this reduction of capital on 13 May 2005. In the event that Royal Dutch Shell is satisﬁed that on, and immediately following, the Effective Date, it will have a merger reserve rather than a share premium account, Royal Dutch Shell will not proceed with the proposed reduction of capital.

418 PART XXI

ADDITIONAL INFORMATION

1. Share capital of Royal Dutch Shell 6.C.9

A3/4.1 1.1 Share capital upon Completion 3.16 3.18 A3/4.4 Assuming full acceptance of the Royal Dutch Offer during the Royal Dutch Offer Acceptance Period, the 6.B.15(b) authorised, issued and fully paid up share capital of Royal Dutch Shell upon Completion will be as 6.B.16 A3/5.1.2 follows:

Authorised Authorised Issued Issued (number) (amount) (number) (amount) A1/21.1.1(a) 0 0 0 A1/21.1.1(b) ‘‘A’’ Shares of 0.07 each 4,139,640,000 289,774,800 4,139,040,000 289,732,800 0 0 0 A1/21.1.1(c) ‘‘B’’ Shares of 0.07 each 2,759,360,000 193,155,200 2,759,360,000 193,155,200 Sterling Deferred Shares of £1 each 50,000 £50,000 50,000 £50,000 6.B.6 0 0 Unclassified shares of 0.07 each 3,101,000,000 217,070,000 Nil Nil 6.C.10(a) The unclassified shares can be classified as ‘‘A’’ Shares or ‘‘B’’ Shares at the discretion of the Royal Dutch Shell directors. Any future issue of additional ‘‘B’’ Shares will only be made after prior consultation with the Dutch Revenue Service.

1.2 History of share capital 6.C.14 6.F.1(c) A1/21.1.7 (i) Royal Dutch Shell was incorporated with an authorised share capital of £1,000 divided into 1,000 ordinary shares of £1 each, one of which was issued to Instant Companies Limited.

(ii) The following alterations to the authorised and issued share capital of Royal Dutch Shell have 3.14(b) taken place since its incorporation: 3.14(c) 6.B.4 A3/4.6 (a) on 21 March 2002, 300 ordinary shares were allotted and issued; (b) on 25 February 2003, the authorised share capital was increased to £20,000 by the creation of 19,000 ordinary shares of £1 each ranking pari passu for all purposes with the existing ordinary shares. The Royal Dutch Shell directors were authorised to allot these A3/4.2 shares pursuant to section 80 of the Companies Act; (c) subsequently on that date, 13,000 ordinary shares were allotted and issued, fully paid up in cash at par; (d) on 21 October 2004, the authorised share capital was increased to £50,000 and 0315,000,000 by the creation of: (i) 30,000 Sterling Deferred Shares; and (ii) 4,500,000,000 Euro Deferred Shares. The Royal Dutch Shell directors were authorised to allot these shares pursuant to section 80 of the Companies Act;

(e) subsequently on that date, 4,148,800,000 Euro Deferred Shares, 30,000 Sterling 6.C.10(a) Deferred Shares and 6,699 sterling ordinary shares were allotted and issued, fully paid up in cash at par; (f) on 27 April 2005, the directors resolved to redeem, with immediate effect, 9,760,000 Euro Deferred Shares in accordance with the rights attaching to those shares; (g) on 12 May 2005, the authorised share capital of Royal Dutch Shell was increased to £50,000 and 0700,000,000 by the creation of: ) 600,000 ‘‘A’’ Shares of 00.07 each; ) 2,759,360,000 ‘‘B’’ Shares of 00.07 each; and

419 ) 2,740,040,000 unclassified shares of 00.07 each (to be classified as ‘‘A’’ Shares or ‘‘B’’ Shares upon allotment at the discretion of the Royal Dutch Shell directors(1)); and the Royal Dutch Shell directors were authorised to allot relevant securities (as defined in section 80 of the Companies Act) up to an aggregate nominal amount of 0193,155,200 in connection with the Scheme; (h) on 12 May 2005, 360,960,000 unissued Euro Deferred Shares were re-classified as unclassified shares (to be classified as ‘‘A’’ Shares or ‘‘B’’ Shares upon allotment at the discretion of the Royal Dutch Shell directors); (i) on 13 May 2005, the Royal Dutch Shell directors resolved to allot, conditional upon the Scheme becoming effective, ‘‘B’’ Shares up to an aggregate nominal value of 0193,155,200 to Relevant Holders (as that term is defined in the Scheme) in accordance with the terms of the Scheme. (j) on 13 May 2005, a special resolution was passed conditional on the Royal Dutch Offer becoming unconditional (gestand wordt gedaan) in all respects: ) re-classifying as ‘‘A’’ Shares, immediately upon the Royal Dutch Offer being declared unconditional (gestand wordt gedaan) in all respects, such number of issued Euro Deferred Shares as is equal to the number of Royal Dutch Shares validly tendered in the Royal Dutch Offer Acceptance Period (and not withdrawn) multiplied by two; ) re-classifying as ‘‘A’’ Shares, on each occasion that Royal Dutch Shares are validly tendered to the Royal Dutch Offer in the Subsequent Acceptance Period (if any), such number of issued Euro Deferred Shares as is equal to that number of Royal Dutch Shares so tendered multiplied by two; and ) re-classifying as ‘‘A’’ Shares, on each occasion that Royal Dutch Shares are offered to Royal Dutch Shell for exchange into ‘‘A’’ Shares after the later of the expiry of the Royal Dutch Offer Acceptance Period and the expiry of the Subsequent Acceptance Period (if any), but at the absolute discretion of the Directors (and subject to applicable law), such number of issued Euro Deferred Shares as is equal to that number of Royal Dutch Shares so offered multiplied by two; and (k) on 13 May 2005, a special resolution was passed, conditional upon Completion, re-classifying the sterling ordinary shares of Royal Dutch Shell as Sterling Deferred Shares.

A1/21.1.7 2. Share capital of Royal Dutch 6.C.14 A1/21.1.1(d) As at 13 May 2005 (the last practicable date prior to the publication of this document), the authorised capital of Royal Dutch is 01,792,000,000 divided into 3,198,800,000 Royal Dutch Shares with a nominal

(1) However, any future issue of additional ‘‘B’’ Shares will only be made after prior consultation with the Dutch Revenue Service.

420 value of 00.56 each, and 1,500 Royal Dutch Priority Shares with a nominal value of 0448 each. The movements in issued and paid-up capital during 2002, 2003 and 2004 were as follows: Nominal Value Number of shares (3) Royal Dutch Shares of 10.56 At 31 December 2001 2,126,647,800 1,206,288,373 Redenomination to 00.56(1) (15,365,605) Repurchased and cancelled during 2002 (27,362,800) (15,323,168) At 31 December 2002 2,099,285,000 1,175,599,600 Repurchased and cancelled during 2003 (15,785,000) (8,839,600) As at 31 December 2003 2,083,500,000 1,166,760,000 Repurchased and cancelled during 2004 (1,775,000) (994,000) Repurchased during 2004 and awaiting cancellation (7,325,000) (4,102,000) As at 31 December 2004 2,074,400,000(3) 1,161,664,000 Royal Dutch Priority Shares of 1448(2) At 31 December 2001 1,500 680,670 Redenomination to 0448 (8,670) At 31 December 2002 1,500 672,000 At 31 December 2003 1,500 672,000 At 31 December 2004 1,500 672,000 Total Royal Dutch Shares and Royal Dutch Priority Shares At 31 December 2001 At 31 December 2002 2,099,286,500 1,176,271,600 At 31 December 2003 2,083,501,500 1,167,432,000 At 31 December 2004 2,074,401,500(3),(4) 1,162,336,000 (1) The previous par value of the Royal Dutch Shares was Nﬂ. 1.25 (2) The previous par value of the Royal Dutch Priority Shares was Nﬂ. 1,000. (3) This number excludes 7,325,000 Royal Dutch Shares repurchased by Royal Dutch under its buy back programme which are held in treasury pending shareholder approval of their cancellation at the Royal Dutch annual general meeting and other mandatory procedures. (4) This number includes 1,500 Royal Dutch Priority Shares in respect of which approval will be sought for their buy back and cancellation at the Royal Dutch annual general meeting and other mandatory procedures. Since 31 December 2004 the following changes have occurred to the share capital of Royal Dutch

Nominal Value Number of shares (3) Royal Dutch Shares of 10.56 each As at 31 December 2004 2,074,400,000(1) 1,161,664,000 7 February 2005 — 220,000 ordinary shares repurchased 2,074,180,000(1) 1,161,540,800 8 February 2005 — 300,000 ordinary shares repurchased 2,073,880,000(1) 1,161,372,800 10 February 2005 — 280,000 ordinary shares repurchased 2,073,600,000(1) 1,161,216,000 16 February 2005 — 240,000 ordinary shares repurchased 2,073,360,000(1) 1,161,081,600 24 February 2005 — 460,000 ordinary shares repurchased 2,072,900,000(1) 1,160,824,000 1 March 2005 — 450,000 ordinary shares repurchased 2,072,450,000(1) 1,160,572,000 3 March 2005 — 460,000 ordinary shares repurchased 2,071,990,000(1) 1,160,314,000 8 March 2005 — 400,000 ordinary shares repurchased 2,071,590,000(1) 1,160,090,400 10 March 2005 — 450,000 ordinary shares repurchased 2,071,140,000(1) 1,159,838,400 16 March 2005 — 400,000 ordinary shares repurchased 2,070,740,000(1) 1,159,614,400 17 March 2005 — 420,000 ordinary shares repurchased 2,070,320,000(1) 1,159,379,200 21 March 2005 — 400,000 ordinary shares repurchased 2,069,920,000(1) 1,159,155,200 23 March 2005 — 400,000 ordinary shares repurchased 2,069,520,000(1) 1,158,931,200

(1) This number excludes 12,205,000 Royal Dutch Shares repurchased by Royal Dutch under its buy back programme which are held in treasury pending shareholder approval of their cancellation at the Royal Dutch annual general meeting and other mandatory procedures.

6.C.14 A1/21.1.7 3. Share capital of Shell Transport A1/21.1.1(d) As at 13 May 2005 (the last practicable date prior to the publication of this document), the authorised share capital of Shell Transport was £2,500,000,000 divided into 9,948,000,000 ordinary shares of 25 pence each, 3,000,000 Shell Transport First Preference Shares of £1 each and 10,000,000 Shell

421 Transport Second Preference Shares of £1 each. The movements in issued and paid-up capital during 2002, 2003 and 2004 were as follows:

Nominal Value Number of shares (£) Shell Transport Ordinary Shares of 25 pence each At 31 December 2001 9,748,625,000 2,437,156,250 Repurchased and cancelled during 2002 (81,125,000) (20,281,250) At 31 December 2002 9,667,500,000 2,416,875,000 At 31 December 2003 9,667,500,000 2,416,875,000 Repurchased and cancelled during 2004 (42,600,000) (10,650,000) At 31 December 2004 9,624,900,000 2,406,225,000 Shell Transport First Preference Shares of £1 each At 31 December 2001 2,000,000 2,000,000 At 31 December 2002 2,000,000 2,000,000 At 31 December 2003 2,000,000 2,000,000 At 31 December 2004 2,000,000 2,000,000 Shell Transport Second Preference Shares of £1 each At 31 December 2001 10,000,000 10,000,000 At 31 December 2002 10,000,000 10,000,000 At 31 December 2003 10,000,000 10,000,000 At 31 December 2004 10,000,000 10,000,000 Total Shell Transport Shares At 31 December 2001 9,760,625,000 2,449,156,250 At 31 December 2002 9,679,500,000 2,428,875,000 At 31 December 2003 9,679,500,000 2,428,875,000 At 31 December 2004 9,636,900,000 2,418,225,000

Since 31 December 2004 the following changes have occurred to the share capital of Shell Transport

Nominal Value Number of shares (£) Shell Transport Ordinary Shares of 25 pence each As at 31 December 2004 9,624,900,000 2,406,225,000 7 February 2005 — 1,000,000 ordinary shares repurchased 9,623,900,000 2,405,975,000 8 February 2005 — 1,400,000 ordinary shares repurchased 9,622,500,000 2,405,625,000 10 February 2005 — 1,300,000,000 ordinary shares repurchased 9,621,100,000 2,405,300,000 16 February 2005 — 1,100,000 ordinary shares repurchased 9,620,100,000 2,405,025,000 24 February 2005 — 2,000,000 ordinary shares repurchased 9,618,100,000 2,404,525,000 1 March 2005 — 1,800,000 ordinary shares repurchased 9,616,300,000 2,404,075,000 3 March 2005 — 2,100,000 ordinary shares repurchased 9,614,200,000 2,403,550,000 8 March 2005 — 1,750,000 ordinary shares repurchased 9,612,450,000 2,403,112,500 10 March 2005 — 1,950,000 ordinary shares repurchased 9,610,500,000 2,402,625,000 16 March 2005 — 1,800,000 ordinary shares repurchased 9,608,700,000 2,402,175,000 17 March 2005 — 1,800,000 ordinary shares repurchased 9,606,900,000 2,401,725,000 21 March 2005 — 1,800,000 ordinary shares repurchased 9,605,100,000 2,401,275,000 23 March 2005 — 1,750,000 ordinary shares repurchased 9,603,350,000 2,400,837,500

A1/14.2 4. Interests of natural and legal persons involved in the Transaction 3.09 A3/3.3 (i) Jonkheer Aarnout Loudon is the chairman of the Supervisory Board of ABN AMRO Holding N.V., the parent company of ABN AMRO. ABN AMRO is rendering various services to Royal Dutch Shell and Royal Dutch in connection with the Royal Dutch Offer and the listing of the Royal Dutch Shell Shares on Euronext Amsterdam. However, Jonkheer Aarnout Loudon was not involved in the decision by Royal Dutch Shell and Royal Dutch to engage ABN AMRO and has not been involved in the provision of services by ABN AMRO to Royal Dutch Shell or Royal Dutch.

(ii) Sir Peter Job is a member of the Supervisory Board of Deutsche Bank AG, the parent company of Deutsche Bank. Deutsche Bank is rendering various services to Shell Transport in connection with the Transaction. However, Sir Peter Job was not involved in the decision by Shell Transport to engage Deutsche Bank with respect to these services and has not been involved in the provision of such services.

(iii) Maarten van den Bergh is the Chairman of Lloyds TSB Group plc, the parent company of Lloyds TSB Registrars. Lloyds TSB Registrars is rendering various services to Royal Dutch Shell and

422 Shell Transport in connection with the Transaction. However, Maarten van den Bergh was not involved in the decision by Royal Dutch Shell or Shell Transport to engage Lloyds TSB Registrars with respect to these services and has not been involved in the provision of such services.

A1/17.2 (iv) As at 13 May 2005 (the last practicable date prior to the publication of this document), the 6.F.5 interests of members of the Royal Dutch Supervisory Board and the Royal Dutch Board of Management, including any connected person, the existence of which is known to, or could with reasonable diligence be ascertained by, that member whether or not held through another party, in the share capital of Royal Dutch and Shell Transport including any options in respect of such capital are as follows:

Number of Number of Royal Dutch Shell Transport Number of Number of Shares Number of Ordinary Shares Shell Transport Shell Transport in which an Royal Dutch in which an First Preference Second Preference Director interest is held Priority Shares interest is held Shares Shares Aad Jacobs(1) —6—— — Maarten van den Bergh(1) 4,000 6 — — — Wim Kok(1) —6—— — Jonkheer Aarnout Loudon 75,000 6 — — — Professor Hubert Markl(1) —6—— — Lawrence Ricciardi 10,000 6 — — — Christine Morin-Postel — 6 — — — Jeroen van der Veer 620,662 6 — — — Rob Routs(1) 365,745 6 — — — Linda Cook 365,114 6 — — —

6.F.4(c) (v) As at 13 May 2005 (the last practicable date prior to the publication of this document), and except as set out below, no Shell Transport director has any interest in the issued share capital of Shell Transport which is required to be notiﬁed to Shell Transport pursuant to sections 324 to 328 of the Companies Act, or which is required to be entered in the register of directors’ interests maintained under section 325 of the Companies Act, or which are interests of a connected person of a Shell Transport director which would, if the connected person were a Shell Transport director, be required to be so notiﬁed or entered and the existence of which is known to, or could with reasonable diligence be ascertained by, that Shell Transport director:

Number of Shell Transport Number of Number of Ordinary Shares Shell Transport Shell Transport in which an First Preference Second Preference Director interest is held Shares Shares Lord Oxburgh 6,438 — — Malcolm Brinded 1,757,973 — — Peter Voser 1,057,779 — — Teymour Alireza 29,093 — — Sir Peter Burt 10,000 — — Dr Eileen Buttle 3,400 — — Luis Giusti 2,400 — — (held as ADRs) Mary (Nina) Henderson 9,000 — (held as ADRs) Sir Peter Job 3,570 — — Lord Kerr of Kinlochard 10,000 — — Sir Mark Moody-Stuart 1,406,050 — —

(vi) As at 13 May 2005 (the last practicable date prior to the publication of this document), the 6.F.5 interests of directors of Shell Transport, including any connected person, the existence of which is known to, or could with reasonable diligence be ascertained by, that director whether or not

(1) Half of the interests in Royal Dutch have been notiﬁed to the AFM in accordance with articles 2a and 4(4) of the 1996 Disclosure of Holdings Act (Wet melding zeggenschap in ter beurze genoteerde vennootschappen 1996) due to the manner in which these interests are held under matrimonial law.

423 held through another party, in the share capital of Royal Dutch including any options in respect of such capital are as follows:

Number of Royal Dutch Shares in which an Director interest is held Lord Oxburgh — Malcolm Brinded 220,844 Peter Voser — Teymour Alireza — Sir Peter Burt — Dr Eileen Buttle — Luis Giusti — Mary (Nina) Henderson — Sir Peter Job — Lord Kerr of Kinlochard — Sir Mark Moody-Stuart — (vii) On Completion, Royal Dutch and Shell Transport will become subsidiaries of Royal Dutch Shell. (viii) Each of Malcolm Brinded, Linda Cook, Rob Routs, Jeroen van der Veer and Peter Voser, as well as other key executives, will participate in the Royal Dutch Shell Share Plans, which are expected to be established on Completion and in the continuing Royal Dutch/Shell Group Share Plans, as long as such individuals are employed by Royal Dutch Shell or one of Royal Dutch Shell’s subsidiaries. Save as set out in paragraphs 4(i) to 4(iii) above, no Royal Dutch Shell director has, or has had, an interest in any transactions which are, or were, unusual in their nature or conditions, or were significant to the business of Royal Dutch Shell, Royal Dutch, Shell Transport or the Royal Dutch/Shell Group, and which were effected in the current or immediately preceding financial year or during an earlier financial year and which remain in any respect outstanding or unperformed.

5. Major shareholders and related party transactions

A1/18.1 5.1 Substantial shareholdings in Royal Dutch Shell 6.C.16 As at 13 May 2005 (the last practicable date prior to the publication of this document) and in so far as is 6.C.17 known to Royal Dutch Shell, the name of each person, other than the Royal Dutch Shell directors, who, directly or indirectly, is interested in 3 per cent. or more of Royal Dutch Shell’s share capital, and the amount of such person’s interest, is as follows:

6.C.15 Sterling Sterling Euro Ordinary shares Deferred Shares Deferred Shares Name No. per cent. No. per cent. No. per cent. Shell RDS Holding B.V. (formerly Shell Hydrocarbon Investments (VII) B.V.) 20,000 100 30,000 100 Euroclear Nederland(1) — — — — 4,148,800,000 100 (1) Holding in its capacity of Central Institute under the Securities Giro Act for Shell RDS Holding B.V. holding on behalf of holders of Royal Dutch Shares.

A1/18.3 As at 13 May 2005 (the last practicable date prior to the publication of this document), Royal Dutch Shell 3.12 is aware of one person who, directly or indirectly, jointly or severally, exercises or could exercise control 6.C.15 over Royal Dutch Shell. This person is Shell RDS Holding B.V. (formerly Shell Hydrocarbon Investments (VII) B.V.), a company owned equally by Royal Dutch and Shell Transport. In so far as is known to Royal Dutch Shell and based on information available as at 13 May 2005 (the last practicable date prior to the publication of this document), the name of each person, other than the Royal Dutch Shell directors who, directly or indirectly, will be interested in 3 per cent. or more of Royal Dutch Shell’s share capital immediately following Completion and the amount of such person’s interest, will be as follows, based on the assumption that the holdings of such persons in Royal Dutch and Shell Transport as at 13 May 2005 do not change and that such persons tender their Royal Dutch Shares in the Royal Dutch Offer:

424 ‘‘A’’ Shares ‘‘B’’ Shares Total Name No. per cent. No. per cent. No. per cent. The Capital Group International Inc. 230,875,520 5.58% 131,080,710 4.75% 361,956,230 5.25%

A1/18.2 None of the major shareholders in Royal Dutch Shell will have different voting rights.

A1/18.3 Royal Dutch Shell is not aware of any persons who, following Completion, directly or indirectly, jointly or 6.C.15 severally, will exercise or could exercise control over Royal Dutch Shell.

5.2 Substantial shareholdings in Royal Dutch As at 13 May 2005 (the last practicable date prior to the date of this document) and in so far as is known to Royal Dutch Shell, the name of each person, other than the Royal Dutch Shell directors, who, directly or indirectly, is interested in 3 per cent. or more of Royal Dutch’s share capital and the amount of such person’s interest, is as follows:

Royal Dutch Shares Name No. per cent. The Capital Group International Inc. 115,437,760 5.58% None of the major shareholders in Royal Dutch have different voting rights.

5.3 Substantial shareholdings in Shell Transport As at 13 May 2005 (the last practicable date prior to the publication of this document) and in so far as is known to Royal Dutch Shell, the name of each person, other than the Royal Dutch Shell directors, who, directly or indirectly, is interested in 3 per cent. or more of any class of Shell Transport’s share capital, and the amount of such person’s interest, is as follows:

Shell Transport Ordinary Shell Transport First Shell Transport Second Shares Preference Shares Preference Shares Name No. per cent. No. per cent. No. per cent. Capital Group Companies Inc. 456,197,790 4.75% ———— Legal & General Group Plc 367,145,214 3.82% ———— Barclays Plc 341,733,680 3.56% ———— None of the major shareholders in Shell Transport have different voting rights.

A1/19 5.4 Related party transactions The following are descriptions of related party transactions between Royal Dutch Shell and members of the Royal Dutch/Shell Group that Royal Dutch Shell has entered into during the ﬁnancial years ended 31 December 2002, 2003 and 2004 and during the period between 31 December 2004 and 13 May 2005 (the last practicable date prior to the publication of this document). On 22 October 2004, 0290,469,029 (US$366,429,959) paid by Shell RDS Holding B.V. (formerly Shell Hydrocarbon Investments (VII) B.V.) to Royal Dutch Shell was invested in short-term deposits with Shell Treasury Centre Limited, an entity within the Royal Dutch/Shell Group. Royal Dutch Shell earned interest on these deposits of 01,158,490 (US$1,434,229) up to 31 December 2004. At 31 December 2004 the balance outstanding with Shell Treasury Centre Limited was US$391,248,471 (made up of 0286,850,254 and £36,945) plus interest accrued of US$434,452 (0318,584). At 31 December 2004, a balance of US$5,940,827 (04,356,408) was owed to Shell Petroleum N.V., an entity within the Royal Dutch/Shell Group.

6.C.13 A1/21.2.1 6. Memorandum of association 6.C.5 The memorandum of association of Royal Dutch Shell provides that its primary object is to carry on business as a holding company. The objects of Royal Dutch Shell are set out in full in Clause 4 of its memorandum of association which is available for inspection at the address speciﬁed in paragraph 16 below.

425 7. Articles of association 6.C.13 The Royal Dutch Shell Articles, which were adopted pursuant to a written resolution of Royal Dutch Shell passed on 17 May 2005 include provisions, inter alia, to the following effect:

7.1 Headquarters of Royal Dutch Shell The headquarters of Royal Dutch Shell are required to be in The Netherlands. The meaning of ‘‘headquarters’’ under the Royal Dutch Shell Articles is established by the Royal Dutch Shell Board and can only be amended by a resolution of the Royal Dutch Shell Board in respect of which two-thirds of the Royal Dutch Shell directors who are present and voting vote in favour.

7.2 Arbitration and jurisdiction All disputes: ) between a holder of Royal Dutch Shell Shares in its capacity as such and Royal Dutch Shell or any subsidiary of Royal Dutch Shell or any of Royal Dutch Shell’s or its subsidiaries’ directors or former directors arising out of or in connection with the Royal Dutch Shell Articles or otherwise; and ) to the fullest extent permitted by law, between Royal Dutch Shell or any subsidiary of Royal Dutch Shell and any of Royal Dutch Shell’s or its subsidiaries’ directors or former directors including all claims made by or on behalf of Royal Dutch Shell or any subsidiary of Royal Dutch Shell against any such director; and ) between a holder of Royal Dutch Shell Shares in its capacity as such and any of Royal Dutch Shell’s professional service providers (which could include auditors, legal counsel, bankers and ADR depositaries) that have agreed with Royal Dutch Shell to be bound by the arbitration and exclusive jurisdiction provisions of the Royal Dutch Shell Articles; and ) between Royal Dutch Shell and its professional service providers arising in connection with any such dispute between a holder of Royal Dutch Shell Shares and a professional service provider, shall be exclusively and finally resolved by arbitration in The Hague, The Netherlands under the Rules of Arbitration of the International Chamber of Commerce (‘‘ICC’’). Disputes relating to any failure or alleged failure by Royal Dutch Shell to pay all or part of a dividend which has been declared and which has fallen due for payment will not be subject to the arbitration and exclusive jurisdiction provisions of the Royal Dutch Shell Articles. The tribunal will consist of three arbitrators to be appointed in accordance with the rules of the ICC. The chairman must have at least 20 years experience as a lawyer qualified in practise in a common law jurisdiction within the Commonwealth and each other arbitrator must have at least 20 years experience as a qualified lawyer. The language of the arbitration will be English. The Royal Dutch Shell Articles also include a waiver by each party to the arbitration agreement evidenced or contained therein, to the fullest extent permitted by law, of: (i) any right under the laws of any jurisdiction to apply to any court of law or other judicial authority to determine any preliminary point of law, and/or (ii) any right it may otherwise have under the laws of any jurisdiction to appeal or otherwise challenge the award, ruling or decision of the tribunal. To the extent that a court or other competent authority in any jurisdiction determines that the provisions of the Royal Dutch Shell Articles relating to arbitration are invalid or unenforceable in relation to any particular dispute in that jurisdiction, that dispute may only be brought in the courts of England and Wales. Without prejudice to any other available right or remedy, Royal Dutch Shell and each holder of Royal Dutch Shell Shares acknowledges that damages alone may not be an adequate remedy for any breach of the exclusive English jurisdiction provisions of the Royal Dutch Shell Articles, so that in the event of a breach or anticipated breach of such provisions, the remedies of injunction and/or an order for specific performance would in appropriate circumstances be available.

426 The governing law of the Royal Dutch Shell Articles is the substantive law of England.

A3/4.5 7.3 Share rights 6.B.7

A1/21.2.3 The ‘‘B’’ Shares rank pari passu in all respects with the ‘‘A’’ Shares except for the Dividend Access 6.B.23(a)(iv) Mechanism described in paragraph 7.7 below and in paragraph 8 of Part VII of these Listing Particulars. Royal Dutch Shell and Shell Transport can procure the termination of the Dividend Access Mechanism at any time. Upon such termination, the ‘‘B’’ Shares will form one class with the ‘‘A’’ Shares ranking pari passu in all respects and the ‘‘A’’ Shares and ‘‘B’’ Shares will be known as ordinary shares without further distinction. Holders of Sterling Deferred Shares are entitled on a winding up (such entitlement ranking in priority to the holders of ‘‘A’’ Shares and ‘‘B’’ Shares but after the holders of Euro Deferred Shares) to receive an amount equal to the aggregate of the capital paid up or credited as paid up on each Sterling Deferred Share. Apart from this right, the holders of the Sterling Deferred Shares will not be entitled to any participation in the profits or assets of Royal Dutch Shell. They will also not be entitled to receive notice of, nor to attend and/or speak or vote at, general meetings of Royal Dutch Shell. Subject to the Companies Act, Royal Dutch Shell has the right at any time to redeem any Sterling Deferred Share at a price not exceeding £1 for all the Sterling Deferred Shares redeemed at any one time without giving notice to the holders of the Sterling Deferred Shares. If a holder of a Sterling Deferred Share which is to be redeemed refuses to surrender the share certificate(s) or indemnity for such Sterling Deferred Share or if the holder selected by lot to receive the redemption monies fails or refuses to accept such redemption monies payable in respect of it, Royal Dutch Shell will retain such money and hold it on trust for the selected holder without interest but the Sterling Deferred Shares will be redeemed and cancelled by Royal Dutch Shell. Holders of Euro Deferred Shares are entitled on a winding up (such entitlement ranking in priority to the holders of Sterling Deferred Shares and holders of Royal Dutch Shell Shares) to receive an amount equal to the aggregate of the capital paid up or credited as paid up on each Euro Deferred Share. In addition, each holder of Euro Deferred Shares is entitled (such entitlement ranking in priority to the holders of Sterling Deferred Shares and holders of Royal Dutch Shell Shares) in each financial year of Royal Dutch Shell to receive out of Royal Dutch Shell’s profits available for distribution and resolved under the Royal Dutch Shell Articles to be distributed, a non-cumulative preferential cash dividend of 1 per cent. of the nominal value of their Euro Deferred Shares. Apart from these rights, the holders of the Euro Deferred Shares will not be entitled to any participation in the profits or assets of Royal Dutch Shell. They will also not be entitled to receive notice of, nor to attend and/or speak or vote at, general meetings of Royal Dutch Shell or at any meeting of any class of shareholders of Royal Dutch Shell. Subject to the Companies Act, Royal Dutch Shell has the right at any time to redeem any Euro Deferred Share at a price not exceeding 00.01 for all the Euro Deferred Shares redeemed at any one time without giving notice to the holders of the Euro Deferred Shares. If a holder of a Euro Deferred Share which is to be redeemed refuses to surrender the share certificate(s) or indemnity for such Euro Deferred Share or if the holder selected by lot to receive the redemption monies fails or refuses to accept such redemption monies payable in respect of it, Royal Dutch Shell will retain such money and hold it on trust for the selected holder without interest but the Euro Deferred Shares will be redeemed and cancelled by Royal Dutch Shell. The rights attaching to the Euro Deferred Shares can only be amended by the holders of the Sterling Deferred Shares. Subject to applicable law and existing shareholders’ rights, Royal Dutch Shell may issue shares with any rights or restrictions attached to them. These rights or restrictions can be decided either by an ordinary resolution passed by the Royal Dutch Shell Shareholders or by the Royal Dutch Shell directors as long as there is no conflict with any resolution passed by the Royal Dutch Shell Shareholders. Redeemable shares may be issued. Subject to the legislation and existing shareholders’ rights, Royal Dutch Shell may purchase all or any of its shares. Unissued shares are at the disposal of the Royal Dutch Shell directors.

A1/21.2.5 7.4 General meetings of Royal Dutch Shell Royal Dutch Shell must hold an annual general meeting each year in addition to any other general meetings held in the year. The annual general meeting will usually be held in The Netherlands but the

427 Royal Dutch Shell directors may decide otherwise. The Royal Dutch Shell directors will decide when and where the meeting is to be held. The notice calling the meeting must say that the meeting is the annual general meeting. The Royal Dutch Shell directors can call an extraordinary general meeting at any time, which will usually be held in The Netherlands but the Royal Dutch Shell directors may decide otherwise. At least 21 clear days’ written notice must be given for every annual general meeting and for any other meeting to pass a special resolution or (except where the legislation provides otherwise) to pass a resolution of which special notice under the Companies Act has been given to Royal Dutch Shell. For all other general meetings, at least 14 clear days’ written notice must be given. The notice for any general meeting must state, amongst other things, (i) where the meeting is to be held and where any satellite meeting is to be held; and (ii) the date and time of the meeting. At the same time that written notice is given for any general meeting, an announcement of the date, time and place of that meeting, will, if practicable, be published in a national newspaper in The Netherlands. Subject to legislation and the Royal Dutch Shell Articles, every Royal Dutch Shell Shareholder can attend a general meeting in person or by proxy. The Royal Dutch Shell directors can make arrangements that they, in their discretion, think appropriate to (i) regulate the number of people attending at a place where a general meeting (or adjourned meeting) is to be held; (ii) ensure the safety of people attending at that place; or (iii) enable attendance at that meeting or adjourned meeting, and can change those arrangements at any time. The arrangements can include (without limitation) the issue of tickets or the use of a random method of selection. In the case of a general meeting to which these arrangements apply, the Royal Dutch Shell directors can, when specifying the place of the meeting (i) direct that the meeting will be held at a place identiﬁed in the notice which the chairman of the meeting will attend; and (ii) make arrangements for simultaneous attendance and participation at other places by shareholders and proxies entitled to attend the meeting but excluded from it or who want to attend at one of the other places. The Royal Dutch Shell directors (or the chairman of the meeting in the case of an adjourned meeting) may resolve to enable persons entitled to attend a general meeting to do so by simultaneous attendance and participation at a satellite meeting place anywhere in the world. The Royal Dutch Shell Shareholders present in person or by proxy at satellite meeting places shall be counted in the quorum for, and entitled to vote at, the general meeting in question. The right of a Royal Dutch Shell Shareholder to participate in the business of any general meeting shall include without limitation the right to speak, vote on a show of hands, vote on a poll, be represented by a proxy and have access to all documents which are required by legislation or the Royal Dutch Shell Articles to be made available at the meeting. Any proxy appointed in accordance with the Royal Dutch Shell Articles may speak at any general meeting of Royal Dutch Shell.

6.B.7 A3/4.5 7.5 Voting rights On a show of hands, every Royal Dutch Shell Shareholder present in person or by proxy at a general meeting or class meeting has one vote and every proxy appointed by a Royal Dutch Shell Shareholder and present at a general meeting (other than the chairman of the meeting) will have one vote. On a poll, every Royal Dutch Shell Shareholder present in person or by proxy has one vote for every Royal Dutch Shell Share held by him. This is subject to any rights or restrictions which are given to any class of shares. No Royal Dutch Shell Shareholder is entitled to vote Royal Dutch Shell Shares at any general meeting or class meeting if he has not paid all amounts relating to those Royal Dutch Shell Shares which are due at the time of the meeting or if he has been served with a restriction notice (as deﬁned in the Royal Dutch Shell Articles) after failure to provide Royal Dutch Shell with information concerning interests in those Royal Dutch Shell Shares required to be provided under the legislation.

428 The Royal Dutch Shell Articles provide that proxies of Royal Dutch Shell Shareholders will be entitled: (i) to attend and speak at general meetings of Royal Dutch Shell; and (ii) to vote on a poll and on a show of hands. Before a general meeting starts to do business, there must be a quorum present. The Royal Dutch Shell Articles specify that any two persons who are entitled to vote constitute a quorum for the purposes of a general meeting.

6.B.7 A3/4.5 7.6 Dividends and other distributions The Royal Dutch Shell Shareholders may by ordinary resolution from time to time declare dividends not exceeding the amount recommended by the Royal Dutch Shell directors. Subject to the legislation, the Royal Dutch Shell directors may pay interim dividends, and also any fixed rate dividend, whenever the financial position of Royal Dutch Shell, in the opinion of the Royal Dutch Shell directors, justifies any such payments. If the Royal Dutch Shell directors act in good faith, they are not liable for any loss that Royal Dutch Shell Shareholders may suffer because a lawful dividend has been paid on other shares that rank equally with or behind their Royal Dutch Shell Shares.

The Royal Dutch Shell directors may withhold all or any part of any dividend or other moneys payable in respect of the Royal Dutch Shell Shares from a person with a 0.25 per cent. or greater holding of the existing capital (calculated excluding any shares held as treasury shares) if such a person has been served with a restriction notice (as deﬁned in the Royal Dutch Shell Articles) after failure to provide Royal Dutch Shell with information concerning interests in those Royal Dutch Shell Shares required to be provided under the legislation.

Except in relation to the Dividend Access Mechanism, all dividends on the Royal Dutch Shell Shares will be divided and paid in proportions based on the amounts paid up on the Royal Dutch Shell Shares during any period for which the dividend is paid. Dividends may be declared or paid in any currency, unless the rights attached to any Royal Dutch Shell Shares or the terms of any Royal Dutch Shell Shares or the Royal Dutch Shell Articles say otherwise. The Royal Dutch Shell directors may offer holders of Royal Dutch Shell Shares the choice to receive dividends and other money payable in respect of such shares in a currency other than that in which the dividend or other money payable is declared.

The Royal Dutch Shell directors may, if authorised by an ordinary resolution of the Royal Dutch Shell Shareholders, offer Royal Dutch Shell Shareholders (excluding any member holding shares as treasury shares) the right to choose to receive extra Royal Dutch Shell Shares which are credited as fully paid instead of some or all of their cash dividend.

Any dividend unclaimed after a period of 12 years from the date when it was declared or became due for 6.B.8 payment will be forfeited and go back to Royal Dutch Shell unless the Royal Dutch Shell directors decide otherwise.

Royal Dutch Shell may stop sending dividend payments through the post or cease using any other method of payment (including payment through CREST) if (i) for two consecutive dividends, the payments sent through the post have been returned undelivered or remain uncashed during the period for which they are valid or the payments by any other method have failed; or (ii) for any one dividend, the payment sent through the post has been returned undelivered or remains uncashed during the period for which it is valid or the payment by any other method has failed and reasonable enquiries have failed to establish any new address or account of the registered shareholder. Royal Dutch Shell will recommence sending dividend payments if requested in writing by the Royal Dutch Shell Shareholder or the person entitled by law to the Royal Dutch Shell Shares.

If Royal Dutch Shell is wound up, the liquidator may, with the sanction of an extraordinary resolution passed by the Royal Dutch Shell Shareholders, divide among the Royal Dutch Shell Shareholders (excluding any member holding shares as treasury shares) the whole or any part of the assets of Royal Dutch Shell. This applies whether the assets consist of property of one kind or of different kinds.

429 6.B.7 A3/4.5 7.7 Dividend Access Mechanism Where any amount paid by way of dividend by a subsidiary of Royal Dutch Shell is received by the Trustee on behalf of any holder of ‘‘B’’ Shares and paid by the Trustee to such holder, the entitlement of such holder to be paid any dividend declared by Royal Dutch Shell will be reduced by the corresponding amount which has been paid by the Trustee to such holder.

A1/21.2.7 7.8 Disclosure of interests in shares Section 212 of the Companies Act provides a public company with the statutory means to ascertain the persons who are or have within the last three years been interested in its relevant share capital and the nature of such interests. The Royal Dutch Shell Articles provide that in any statutory notice under section 212, Royal Dutch Shell will ask for details of those who have an interest and the extent of their interest in a particular holding. The Royal Dutch Shell Articles also provide that when a person receives a statutory notice, he has 14 days to comply with it. If he does not do so or if he makes a statement in response to the notice which is false or inadequate in some important way, Royal Dutch Shell can decide to restrict the rights relating to the identified shares and send out a restriction notice to the holder. The restriction notice will state that the identified shares no longer give the shareholders any right to attend or vote either personally or by proxy at a shareholders’ meeting or to exercise any right in relation to the shareholders’ meetings. Where the identified shares make up 0.25 per cent. or more (in amount or in number) of the existing shares of a class (calculated exclusive of any shares of that class held as treasury shares) at the date of delivery of the restriction notice, the restriction notice can also contain the following further restrictions: (i) the directors can withhold any dividend or part of a dividend or other moneys which would otherwise be payable in respect of the identified shares without any liability to pay interest when such moneys are finally paid to the shareholder; and (ii) the directors can refuse to register a transfer of any of the identified shares which are certificated shares unless the directors are satisfied that they have been sold outright to an independent third party. Once a restriction notice has been given, the directors are free to cancel it or exclude any shares from it at any time they think fit. In addition, they must cancel the restriction notice within seven days of being satisfied that all information requested in the statutory notice has been given. Also, where any of the identified shares are sold and the directors are satisfied that they were sold outright to an independent third party, they must cancel the restriction notice within seven days of receipt of the notification of the sale. The Royal Dutch Shell Articles do not restrict in any way the provision of section 212 of the Companies Act.

A1/21.2.4 7.9 Variation of rights If the legislation allows this, rights attached to the Royal Dutch Shell Shares may be changed if this is approved either in writing by shareholders holding at least three-quarters in nominal value of the issued shares of the relevant class (calculated excluding any shares of the relevant class held as treasury shares) or by an extraordinary resolution passed at a separate meeting of the holders of the relevant class (this is called a ‘‘class meeting’’). At every such class meeting (except an adjourned meeting) the quorum is one person holding or representing by proxy not less than one-third in nominal value of the issued shares of the relevant class (calculated excluding any shares of the relevant class held as treasury shares).

A3/4.5 7.10 Pre-emption rights A3/5.1.10 The Royal Dutch Shell Articles do not include any provisions relating to pre-emption rights. Subject to 6.B.15(a) applicable law and the Royal Dutch Shell Articles, any shares issued by Royal Dutch Shell for cash must first be offered to existing Royal Dutch Shell Shareholders in proportion to their holdings. Both the Companies Act and the Listing Rules allow for the disapplication of shareholders’ pre-emption rights. The pre-emption rights may be waived by special resolution of the Royal Dutch Shell Shareholders, either generally or specifically, for a maximum period not exceeding five years.

430 3.15 A3/4.3 7.11 Form and transfer of shares 3.27 6.B.7 A3/4.5 (a) The Royal Dutch Shell Shares are in registered form. A3/4.8 6.B.11 (b) Any Royal Dutch Shell Shares may be held in uncertificated form and a Royal Dutch Shell 6.B.24 Shareholder may transfer some or all of his uncertificated shares through CREST. Provisions of the Royal Dutch Shell Articles do not apply to any uncertificated shares to the extent that those provisions are inconsistent with the holding of shares in uncertificated form or with the transfer of Royal Dutch Shell Shares through CREST. (c) Unless the Royal Dutch Shell Articles say otherwise, a Royal Dutch Shell Shareholder may transfer some or all of his certificated Royal Dutch Shell Shares. The transfer must be either in the usual standard form or in any other form which the directors may approve. The share transfer form must be signed or made effective in some other way by or on behalf of the person making the transfer. In the case of a partly-paid Royal Dutch Shell Share, it must also be signed or made effective in some other way by, or on behalf of, the person to whom the Royal Dutch Shell Share is being transferred. (d) The person transferring the Royal Dutch Shell Shares will continue to be treated as a Royal Dutch Shell Shareholder until the name of the person to whom it is transferred is put on the register for that Royal Dutch Shell Share. (e) The Royal Dutch Shell directors may, without giving any reason, refuse to register the transfer of any Royal Dutch Shell Shares which are not fully paid. The Royal Dutch Shell directors may also refuse to register the transfer of any Royal Dutch Shell Shares in the following circumstances: Certificated shares (i) A share transfer form cannot be used to transfer more than one class of Royal Dutch Shell Shares. Each class needs a separate form. (ii) Transfers may not be in favour of more than four joint holders. (iii) The share transfer form must be properly stamped or certified or otherwise shown to the Royal Dutch Shell directors to be exempt from stamp duty and must be accompanied by the relevant share certificate and such other evidence of the right to transfer as the directors may reasonably require. Uncertificated shares (i) Registration of a transfer of uncertificated shares can be refused in the circumstances set out in the CRESTCo Regulations. (ii) Transfers may not be in favour of more than four joint holders. The Royal Dutch Shell directors may refuse to register a transfer of any certificated Royal Dutch Shell Shares by a person with a 0.25 per cent. or greater holding of the existing capital (calculated excluding any shares held as treasury shares) if such a person has received a restriction notice (as defined in the Royal Dutch Shell Articles) after failure to provide Royal Dutch Shell with information concerning interests in those Royal Dutch Shell Shares required to be provided under the legislation unless the Royal Dutch Shell directors are satisfied that they have been sold outright to an independent third party.

6.B.7 A1/21.2.8 7.12 Alteration of share capital A3/4.5 The Royal Dutch Shell Shareholders can by ordinary resolution increase, consolidate, consolidate and then divide, or (subject to the legislation) sub-divide its shares or any of them. Subject to the legislation, the Royal Dutch Shell Shareholders can by special resolution reduce its share capital, share premium account, capital redemption reserve or any other undistributable reserve.

431 Royal Dutch Shell may, subject to the legislation and existing Royal Dutch Shell Shareholders’ rights, and to any requirements imposed by any relevant listing authority in respect of securities admitted to listing, purchase its own shares including redeemable shares.

A1/21.2.2 7.13 Directors (a) Appointment of Royal Dutch Shell directors Royal Dutch Shell directors may be appointed by the Royal Dutch Shell Shareholders by ordinary resolution or by the Royal Dutch Shell directors. A Royal Dutch Shell director appointed by the Royal Dutch Shell directors must retire from ofﬁce at the ﬁrst annual general meeting after his appointment. A Royal Dutch Shell director who retires in this way is then eligible for election.

(b) Age of Royal Dutch Shell directors 6.F.13(d)

A1/21.2.2 No person is disqualiﬁed from being appointed a Royal Dutch Shell director or is required to stop being a Royal Dutch Shell director because he has reached the age of 70 years or any other age, nor is it necessary to give special notice of a resolution appointing or electing a Royal Dutch Shell director who is aged 70 or more. Any notice of a meeting at which a resolution will be proposed to appoint or re- appoint a Royal Dutch Shell director who is aged 70 or more must state the fact that the relevant Royal Dutch Shell director is aged 70 or more.

(c) Retirement of Royal Dutch Shell directors Each Royal Dutch Shell director must retire every three years at the annual general meeting of Royal Dutch Shell. Any Royal Dutch Shell director who is aged 70 or more or who has been in ofﬁce, other than as a Royal Dutch Shell director holding an executive position, for a continuous period of nine years or more must also retire. Special provisions apply in respect of the Royal Dutch Shell 2006 and 2007 annual general meetings as follows. At the Royal Dutch Shell annual general meeting in 2006, any director who was a director of Shell Transport immediately after the conclusion of its 2005 annual general meeting and who did not retire at the Shell Transport 2004 or 2005 general meeting and any director who was a director of Royal Dutch immediately after the conclusion of its 2005 annual general meeting and who did not retire at the Royal Dutch 2004 or 2005 general meeting must retire. At the Royal Dutch Shell annual general meeting in 2007 any director who was a director of Shell Transport immediately after the conclusion of its 2005 annual general meeting and who did not retire at that general meeting and any director who was a director of Royal Dutch immediately after the conclusion of its 2005 annual general meeting and who did not retire at that general meeting must retire.

(d) Removal of Royal Dutch Shell directors by special resolution The Royal Dutch Shell Shareholders can by special resolution remove any Royal Dutch Shell director before the expiration of his period of ofﬁce.

(e) Vacation of office by Royal Dutch Shell directors A Royal Dutch Shell director immediately stops being a director if he gives the company a written notice of resignation or if he gives the company a written notice in which he offers to resign and the other Royal Dutch Shell directors decide to accept the offer. A Royal Dutch Shell director will also immediately stop being a director if all of the other Royal Dutch Shell directors pass a resolution or sign a written notice requiring the Royal Dutch Shell director to resign. If a Royal Dutch Shell director is suffering from mental ill-health, or if a Royal Dutch Shell director has missed directors’ meetings for a continuous period of six months without permission, the other Royal Dutch Shell directors may pass a resolution removing him from office. A Royal Dutch Shell director will also immediately stop being a director if a bankruptcy order is made against him or he makes any arrangement or composition with his creditors generally, if he is prohibited from being a director under any legislation or he ceases to be a director under the legislation or is removed from office under the terms of the Royal Dutch Shell Articles. There is no provision for the suspension of directors contained within the Royal Dutch Shell Articles.

432 (f) Remuneration of Royal Dutch Shell directors The total fees paid to all of the Royal Dutch Shell directors (excluding any payments made under any other provision of the Royal Dutch Shell Articles) must not exceed £2,500,000 a year or any higher sum decided on by an ordinary resolution of the Royal Dutch Shell Shareholders. The Royal Dutch Shell directors or any committee authorised by the Royal Dutch Shell directors will decide how much remuneration a Royal Dutch Shell director appointed to an executive ofﬁce will receive (whether as salary, commission, proﬁt share or any other form of remuneration) and whether this is in addition to or in place of his fees as a Royal Dutch Shell director. The Royal Dutch Shell directors or any committee authorised by the Royal Dutch Shell directors can give special pay to any Royal Dutch Shell director who, in their view, performs any special or extra services for Royal Dutch Shell. Royal Dutch Shell may pay the reasonable travel, hotel and incidental expenses of each Royal Dutch Shell director incurred in attending and returning from general meetings of Royal Dutch Shell, meetings of the Royal Dutch Shell directors or committees of the Royal Dutch Shell directors or any other meetings which as a Royal Dutch Shell director he is entitled to attend. Royal Dutch Shell will pay all other expenses properly and reasonably incurred by each Royal Dutch Shell director in connection with Royal Dutch Shell’s business or in the performance of his duties as a Royal Dutch Shell director. Royal Dutch Shell can also fund a Royal Dutch Shell director’s expenditure on defending proceedings as provided by the Companies Act.

(g) Pensions and gratuities for Royal Dutch Shell directors The Royal Dutch Shell directors or any committee authorised by the Royal Dutch Shell directors may decide whether to provide pensions or other benefits to any Royal Dutch Shell director or former Royal Dutch Shell director, or any relation or dependant of, or person connected to, such a person. However, if the Royal Dutch Shell directors want to provide a benefit to a Royal Dutch Shell director or former Royal Dutch Shell director who has not been employed by or held an office or executive position in Royal Dutch Shell or any of its subsidiary undertakings or former subsidiary undertakings or any predecessor in business of Royal Dutch Shell or any such other company, the Royal Dutch Shell Shareholders must also pass an ordinary resolution to approve the payment.

(h) Permitted interests of Royal Dutch Shell directors If the legislation allows, and provided he has disclosed the nature and extent of his interest to the Royal Dutch Shell directors, a Royal Dutch Shell director can: (i) have an interest in any contract with, or involving, Royal Dutch Shell or any other company in which Royal Dutch Shell has an interest; (ii) hold any other position (other than as auditor) in Royal Dutch Shell as well as being a Royal Dutch Shell director; (iii) acting alone, or through some ﬁrm with which he is associated, do paid professional work for Royal Dutch Shell or any other company in which Royal Dutch Shell has an interest (other in each case than as auditor); and (iv) hold any position within, or be a shareholder of, or have any other kind of interest in, any company in which Royal Dutch Shell has an interest. A Royal Dutch Shell director does not have to hand over to Royal Dutch Shell any beneﬁt he receives as a result of doing any of these things, nor is any contract which is allowed under these provisions liable to be avoided.

6.F.13(a) A1/21.2.2 (i) Restrictions on voting Except as mentioned below, a Royal Dutch Shell director cannot vote on, or be counted in a quorum in relation to, any resolution of the Royal Dutch Shell Board on any contract in which he has an interest which he knows is material. Interests purely as a result of an interest in Royal Dutch Shell Shares, debentures or other securities are disregarded. These prohibitions do not apply so long as the only material interest that a Royal Dutch Shell director has in it is included in the following list: (i) a resolution about giving him any guarantee, security or indemnity for any money which he, or any other person, has lent at the request, or for the beneﬁt, of Royal Dutch Shell or any of its subsidiary undertakings;

433 (ii) a resolution about giving him any guarantee, security or indemnity for any liability which he, or any other person, has incurred at the request, or for the benefit, of Royal Dutch Shell or any of its subsidiary undertakings; (iii) a resolution about giving any guarantee, security or any indemnity to any other person for a debt or obligation which is owed by Royal Dutch Shell or any of its subsidiary undertakings to that other person, if the Royal Dutch Shell director has taken responsibility for some or all of that debt or obligation. The Royal Dutch Shell director can take this responsibility by giving a guarantee, indemnity or security; (iv) a resolution relating to an offer by Royal Dutch Shell or any of its subsidiary undertakings of any shares or debentures or other securities for subscription or purchase, if the Royal Dutch Shell director takes part because he is a holder of shares, debentures or other securities, or if he takes part in the underwriting or sub-underwriting of the offer; (v) a resolution about a contract involving any other company if the Royal Dutch Shell director (together with any person connected with the Royal Dutch Shell director) has an interest of any kind in that company (including an interest by holding any position in that company, or by being a shareholder of that company). This does not apply if he knows that he and any persons connected with him hold an interest in shares representing one per cent. or more of: (a) any class of equity share capital of that company (calculated exclusive of any shares of that class in that company held as (treasury shares); or (b) the voting rights in that company. Any of these interests of one per cent. or more are treated as being material interests; (vi) a resolution about an arrangement for the benefit of employees of Royal Dutch Shell or any of its subsidiary undertakings which only gives him benefits which are also generally given to the employees to whom the arrangement relates; (vii) a resolution about a contract relating to any insurance which Royal Dutch Shell can buy and renew for the benefit of Royal Dutch Shell directors or of a group of people which includes Royal Dutch Shell directors; or (viii) a resolution about a contract relating to a pension, superannuation or similar retirement, death or disability benefits scheme or employees’ share scheme, which gives the Royal Dutch Shell director benefits which are also generally given to the employees to whom the scheme relates. Subject to the legislation, the Royal Dutch Shell Shareholders may by ordinary resolution suspend or relax the above provisions to any extent or ratify any contract which has not been properly authorised in accordance with the Royal Dutch Shell Articles.

A1/21.2.2 (j) Borrowing and other powers 6.F.13(c) The Royal Dutch Shell directors shall manage Royal Dutch Shell’s business and can use all of Royal Dutch Shell’s powers. But this does not apply where the memorandum of association, the Royal Dutch Shell Articles or the legislation says that powers can only be used by the Royal Dutch Shell Shareholders voting to do so at a general meeting of Royal Dutch Shell and it is also subject to any regulations laid down by the Royal Dutch Shell Shareholders by passing a special resolution at a general meeting. In particular, the Royal Dutch Shell directors may exercise all Royal Dutch Shell’s powers to borrow money, to mortgage or charge all or any of Royal Dutch Shell’s undertaking, property and assets (present and future) and uncalled capital, to issue debentures and other securities and to give security for any debt, liability or obligation of Royal Dutch Shell or of any third party. The Royal Dutch Shell directors will limit the total borrowings of Royal Dutch Shell and, so far as they are able, its subsidiary undertakings to ensure that the total amount of the RDS Group’s borrowings (as deﬁned in the Royal Dutch Shell Articles) does not exceed 2 times Royal Dutch Shell’s adjusted capital and

434 reserves (as deﬁned in the Royal Dutch Shell Articles). However, the Royal Dutch Shell Shareholders may pass an ordinary resolution allowing borrowings to exceed such limit.

A3/4.5 7.14 Shareholders resident abroad or on branch registers Any Royal Dutch Shell Shareholder whose registered address is not within the United Kingdom or The Netherlands can give Royal Dutch Shell a postal address within the United Kingdom or The Netherlands to which notices and other documents (as deﬁned in the Royal Dutch Shell Articles) may be sent to him. Alternatively, if the Royal Dutch Shell directors agree, such Royal Dutch Shell Shareholder can have notices and other documents sent to him by electronic communications (as deﬁned in the Royal Dutch Shell Articles) to an address provided by such Royal Dutch Shell Shareholder. Otherwise, subject to the provisions of the Listing Rules, a Royal Dutch Shell Shareholder whose address on the register is outside the United Kingdom or The Netherlands is not entitled to receive any notices or other documents from Royal Dutch Shell. For a Royal Dutch Shell Shareholder registered on a branch register, notices or documents can be posted or despatched in the United Kingdom or in the country where the branch register is kept.

7.15 Amendment of articles The Royal Dutch Shell Articles do not include any provisions relating to their amendment. Under the Companies Act, Royal Dutch Shell Shareholders have the power to amend, if permitted by legislation, any provision of the Royal Dutch Shell Articles by special resolution. The Royal Dutch Shell Articles provide that the rights attached to the Royal Dutch Shell Shares can be changed if this is approved either in writing by shareholders holding at least three-quarters of the issued shares of the relevant class by amount (excluding any shares of the relevant class held as treasury shares) or by an extraordinary resolution passed at a separate meeting of holders of the relevant class of shares.

8. Political donations At its annual general meeting on 12 May 2005, a shareholder resolution was passed authorising Royal Dutch Shell to make donations to European Union (‘‘EU’’) political organisations not exceeding £125,000 in total and to incur EU political expenditure not exceeding £125,000 in total during the period beginning with the date of the passing of the resolution and ending on 30 June 2006 or, if sooner, the conclusion of the annual general meeting of Royal Dutch Shell to be held in 2006. Such authority was expressed so as to enable any such donation to be made or expenditure to be incurred either by Royal Dutch Shell or by its subsidiaries. In this resolution, the terms ‘‘donation’’, ‘‘EU political organisation’’ and ‘‘EU political expenditure’’ were expressed to have the meanings set out in Section 347A of the Companies Act. It is not intended to change the Royal Dutch/Shell Group’s current practice of not making donations to political parties. However, the UK Political Parties, Elections and Referendums Act 2000 deﬁnes political donations and expenditure very widely and involves areas of uncertainty and ambiguity. The resolution is therefore a precautionary measure which has been taken to avoid inadvertently contravening that Act.

A1/22 9. Material contracts 6.C.20(a) The following contracts are the only contracts (not being contracts entered into in the ordinary course of 6.C.20(b) business): (i) which Royal Dutch Shell, Royal Dutch, Shell Transport or any member of the Royal Dutch/Shell Group has entered into in the two years immediately preceding the date of this document which are or may be material; or (ii) which have been entered into by Royal Dutch Shell, Royal Dutch, Shell Transport or any member of the Royal Dutch/Shell Group at any other time and which contain provisions under which Royal Dutch Shell, Royal Dutch, Shell Transport or any member of the Royal Dutch/Shell Group has an obligation or entitlement that is material to Royal Dutch Shell, Royal Dutch, Shell Transport and the Royal Dutch/Shell Group as if they were one group of companies as at the date of this document.

435 9.1 Implementation Agreement The Implementation Agreement governs the implementation of the Transaction and was executed by Royal Dutch, Shell Transport and Royal Dutch Shell on 18 May 2005. Key provisions of the Implementation Agreement include: Statement of principles Royal Dutch and Shell Transport have acknowledged the following statement of principles as a means of changing the relationship between them: ‘‘Mindful of the advantages conferred on their shareholders, businesses, employees and other stakeholders by the national origins of Royal Dutch and Shell Transport and their respective cultures and heritage, and anxious that those advantages are not lost in future, while being conscious of the international character and business of the Royal Dutch/Shell Group, Royal Dutch and Shell Transport will use all reasonable endeavours to ensure that proper account shall be taken in the creation and conduct of Royal Dutch Shell, of the national origins, cultures and heritage of Royal Dutch and Shell Transport, in particular with respect to: (i) the business principles by which business is conducted; (ii) the appointment of Royal Dutch Shell directors; (iii) Royal Dutch Shell’s governance; (iv) the terms of reference of any committee of the Royal Dutch Shell Board; and (v) the drafting of any agreements by which the new structure is implemented.’’ Communications with shareholders and general meetings To accomplish the objectives envisaged by the statement of principles described above, Royal Dutch Shell, Royal Dutch and Shell Transport have agreed that the Royal Dutch Shell annual report and accounts will be in English and a Dutch translation will be made available on request. All other Royal Dutch Shell Shareholder publications will be produced in English with a Dutch translation being made available should the Royal Dutch Shell Board consider it appropriate to do so. Furthermore, Royal Dutch Shell, Royal Dutch and Shell Transport have agreed that Royal Dutch Shell general meetings will generally be held in The Netherlands, drawing as necessary on technological links to permit active two-way participation by persons physically present in the UK and The Netherlands. Conditions of the Transaction Royal Dutch, Shell Transport and Royal Dutch Shell have agreed that Completion is conditional upon the Royal Dutch Offer becoming unconditional and the Scheme becoming effective in accordance with their terms by 31 December 2005 (or such later date as the parties may agree and the High Court may allow). Royal Dutch, Shell Transport and Royal Dutch Shell have agreed that the Royal Dutch Offer and the Scheme shall be conditional upon the satisfaction (or waiver where permitted by the terms thereof) of various conditions. Furthermore, Royal Dutch, Shell Transport and Royal Dutch Shell have agreed, subject to their respective directors’ fiduciary duties, to use all reasonable endeavours to implement the Transaction in the form described in the Offer Documents, the Shell Transport Scheme Documents and these Listing Particulars and as otherwise provided in the Implementation Agreement, provided that the Implementation Agreement does not create any enforceable obligations against any party other than Royal Dutch, Shell Transport and Royal Dutch Shell. Conduct of business Royal Dutch, Shell Transport and Royal Dutch Shell have undertaken that, between the date of the Implementation Agreement and Completion (or, if earlier, termination of the Implementation Agreement) they will conduct business in the ordinary and usual course and will not, subject to the fiduciary duties of their directors, take any step which might jeopardise or hinder Completion. The Royal Dutch Offer and the Scheme Royal Dutch Shell has agreed with Royal Dutch and Shell Transport to make the Royal Dutch Offer on the terms set out in the Offer Documents. Royal Dutch has agreed, subject to its directors’ fiduciary duties, to use all reasonable endeavours to procure the satisfaction of the conditions to the Royal Dutch Offer and to implement the Royal Dutch Offer in accordance with its terms as set out in the Offer Documents. In addition, Royal Dutch Shell has agreed not to vary, terminate or withdraw the Royal Dutch Offer or to waive the conditions to the Royal Dutch Offer or to determine whether such conditions have been satisfied without the prior written consent of Royal Dutch and Shell Transport. Similarly, Shell Transport has agreed, subject to its directors’ fiduciary duties, to use all reasonable endeavours to procure the satisfaction of the conditions to the Scheme and to implement the Scheme in accordance with its terms as set out in the Shell Transport Scheme Documents with, or subject to, any

436 modification, addition or condition approved or imposed by the High Court. Shell Transport has agreed not to vary (including accepting any modification, addition or condition imposed by the High Court), terminate or withdraw the Scheme or to waive the conditions to the Scheme or to determine whether any of the conditions to the Scheme have been satisfied without the prior written consent of Royal Dutch. Constitution and governance Royal Dutch, Shell Transport and Royal Dutch Shell have agreed that Royal Dutch Shell will adopt certain corporate governance arrangements and that it will comply with such arrangements. These governance arrangements relate to: ) the role, appointment, composition and responsibilities of the Royal Dutch Shell Board; ) the role and responsibilities of the non-executive directors; ) the establishment and composition of the committees of the Royal Dutch Shell Board; ) meetings of the Royal Dutch Shell Board and committees of the Royal Dutch Shell Board; ) the appointment and responsibilities of the Chairman and Deputy Chairman of the Royal Dutch Shell Board; ) the appointment, suspension and removal of the Chief Executive of Royal Dutch Shell; ) the responsibilities, authorities and accountability of the Chief Executive and the Executive Committee of Royal Dutch Shell; and ) the composition and meetings of the Executive Committee. Termination of Existing Agreements Royal Dutch and Shell Transport have agreed that, with effect from Completion, all Existing Agreements between them will terminate automatically.

A3/5.1.4. Termination Royal Dutch may terminate the Implementation Agreement in the event that the resolution approving the Scheme is not passed at the Court Meeting by the requisite majority. Furthermore, the Implementation Agreement will terminate automatically if a resolution approving the Implementation Agreement is put to the Royal Dutch Shareholders and is not approved by the requisite majority. In addition, if, by 31 December 2005, any of the conditions to the Royal Dutch Offer or the Scheme have not been satisﬁed or waived in accordance with their terms or the Transaction has not become effective in accordance with its terms, the Implementation Agreement may be terminated by either Royal Dutch or Shell Transport. Shell Transport has undertaken not to proceed with the Scheme and to withdraw the Scheme in the event that prior to the Hearing Date the Implementation Agreement is terminated in accordance with its terms. Governing law and arbitration The Implementation Agreement is governed by English law and disputes are to be settled by arbitration to be held in The Hague in accordance with the UNCITRAL Arbitration Rules, the authority being the International Chamber of Commerce’s International Court of Arbitration.

9.2 Unification Protocol On 28 October 2004, Royal Dutch and Shell Transport entered into the Unification Protocol pursuant to which they confirmed that they had conducted discussions and negotiations in relation to their unification under a new holding company, Royal Dutch Shell, and that they expected to be able to reach definitive terms of such unification on the basis set out in the draft of the press announcement of 28 October 2004 which was attached to the Unification Protocol. Royal Dutch and Shell Transport agreed that, subject to their respective directors’ fiduciary duties, they would use their best efforts to negotiate and execute a definitive implementation agreement on the basis of the terms outlined in the draft press announcement referred to above taking into account, where appropriate, comments to be made by competent employee representative bodies in the UK and The Netherlands, including the Shell European Forum.

437 Royal Dutch and Shell Transport agreed that article 84 of the draft articles of association of Royal Dutch Shell, which specified that the headquarters of Royal Dutch Shell should be in The Netherlands, was in agreed form. Royal Dutch and Shell Transport undertook that, between the date of the Unification Protocol and completion of the unification (or, if earlier, termination of the Unification Protocol), they would conduct business in the ordinary and usual course and would not, subject to the fiduciary duties of their directors, take any step which might jeopardise or hinder completion of the unification. The Unification Protocol is governed by English law and disputes are to be settled by arbitration to be held in The Hague in accordance with the UNCITRAL Arbitration Rules, the authority being the International Chamber of Commerce’s International Court of Arbitration.

9.3 Adjustment agreement By an adjustment agreement entered into between Royal Dutch and Shell Transport dated 5 July 1907, Royal Dutch and Shell Transport confirmed their 60:40 interest in the Royal Dutch/Shell Group, consisting of one Dutch company and one English company at that time. Among other things, Royal Dutch and Shell Transport agreed that: ) unless and until otherwise agreed in writing, Royal Dutch and Shell Transport would continue to hold the shares in those companies for themselves or their nominees for their own exclusive benefit and would not dispose of any such shares unless otherwise agreed in writing; ) aggregate dividends declared by those companies would be paid to Royal Dutch and Shell Transport respectively in the proportions 60:40; ) Royal Dutch would be permitted to appoint six directors of the Dutch company, with a right to appoint a seventh with Shell Transport’s consent, and Shell Transport would be permitted to appoint three(1); ) Royal Dutch and Shell Transport would use, and procure their respective nominees to use, any voting or other powers vested in them as shareholders in those companies to procure that, before those companies declared any dividends out of profits, the directors of those companies should set aside, in such proportions as they see fit, a reserve fund to meet contingencies, for special dividends, for repairing or maintaining the properties of those two companies or for any other purpose as the directors of those companies in their discretion see fit, until the reserve reaches a total of £1 million. Such reserve would not be permitted to be employed in the business of either of those companies except with the consent of four- fifths of the directors of each of those companies; ) Royal Dutch and Shell Transport would use, and procure their respective nominees to use, any voting or other powers vested in them as shareholders in those companies to procure that no voluntary liquidation of those companies, and no sale of the undertaking of either of those companies, would be effected except with the consent of the holders of four-fifths of the share capital of such company; and ) in the event of the liquidation or sale of the businesses or business of both or either of those companies other than for the purpose of reconstruction or amalgamation at any time prior to 1932, the assets of those two companies would become divisible between Royal Dutch and Shell Transport and their respective nominees equally up to a total of £9,000,000, and any surplus beyond that sum would be divided between them in the proportions 60:40.

(1) These numbers were amended in subsequent agreements.

438 A1/20.9 10. Significant changes 6.E.8 10.1 Royal Dutch Shell There have been no significant changes in the financial or trading position of Royal Dutch Shell since 31 March 2005, the date of the unaudited first quarter 2005 financial information (see Part XVI of these Listing Particulars).

10.2 Royal Dutch/Shell Group, Royal Dutch and Shell Transport There have been no significant changes in the financial or trading position of: (i) the Royal Dutch/Shell Group since 31 March 2005 (the date to which the latest unaudited published financial information of the Royal Dutch/Shell Group was prepared); (ii) Royal Dutch since 31 March 2005 (the date to which the latest unaudited published financial information of Royal Dutch was prepared); or (iii) Shell Transport since 31 March 2005 (the date to which the latest unaudited published financial information of Shell Transport was prepared).

11. Exchange controls There is no legislative or other legal provision currently in force in England or arising under the Royal Dutch Shell Articles restricting remittances to non-resident Royal Dutch Shell Shareholders or affecting the import or export of capital for use by Royal Dutch Shell.

12. United Kingdom tax The comments set out below summarise certain material UK tax consequences for holders of Royal Dutch Shell Shares or Royal Dutch Shell ADRs in respect of the ownership and disposal of Royal Dutch Shell Shares or Royal Dutch Shell ADRs. They are based on current law and on what is understood to be current HMRC practice. They are intended as a general guide and, except where otherwise stated, apply only to holders of Royal Dutch Shell Shares or Royal Dutch Shell ADRs who are resident or (if individuals) ordinarily resident for tax purposes in the United Kingdom, who hold their Royal Dutch Shell Shares or Royal Dutch Shell ADRs as an investment, who are the absolute beneﬁcial owners of their Royal Dutch Shell Shares or Royal Dutch Shell ADRs and who are not (and have not in the previous seven years been) employees of Shell Transport or Royal Dutch or of any person connected with Shell Transport or Royal Dutch. The comments assume that holders of Royal Dutch Shell ADRs will in practice be treated for the purposes of United Kingdom tax as the beneﬁcial owners of the Royal Dutch Shell Shares represented by the Royal Dutch Shell ADRs. Any holders of Royal Dutch Shell Shares or Royal Dutch Shell ADRs who are in any doubt as to their UK tax position in respect of the ownership or disposal of Royal Dutch Shell Shares or Royal Dutch Shell ADRs should consult their own professional advisers without delay. It should be noted that special considerations may apply to holders of Royal Dutch Shell Shares or Royal Dutch Shell ADRs who acquire their Royal Dutch Shell Shares or Royal Dutch Shell ADRs by exercising options.

A3/4.11 12.1 Dividends on Royal Dutch Shell Shares

The comments set out below apply to dividends paid by Royal Dutch Shell (i) on the ‘‘A’’ Shares to 6.B.9(a) holders of the ‘‘A’’ Shares and holders of the ‘‘A’’ ADRs, and (ii) on the ‘‘B’’ Shares to holders of the ‘‘B’’ 6.B.9(b) Shares and holders of the ‘‘B’’ ADRs. Dividends may be paid on the ‘‘B’’ Shares if equivalent dividends are not paid by Shell Transport on the Dividend Access Share pursuant to the Dividend Access Mechanism described in paragraph 8 of Part VII of these Listing Particulars. Details of the tax treatment of dividends paid on the Dividend Access Share are set out in paragraph 12.2 below.

Holders of Royal Dutch Shell Shares or Royal Dutch Shell ADRs will, in general, be subject to UK 6.B.10 income tax or corporation tax on the gross amount of dividends paid on the relevant ‘‘A’’ Shares (and of any dividends paid by Royal Dutch Shell on the ‘‘B’’ Shares) rather than on the amount actually received net of any Dutch withholding tax (further details of which can be found in paragraph 13.2 below). Dividends received by such holders who are within the charge to corporation tax will be taxed at the

439 prevailing corporation tax rate. An individual will generally be chargeable to income tax on dividends paid on the Royal Dutch Shell Shares at the dividend ordinary rate (currently 10 per cent.) or, to the extent that the amount of the gross dividend when treated as the top slice of his or her income exceeds the threshold for higher rate tax, at the dividend upper rate (currently 32.5 per cent.). Because Royal Dutch Shell is resident for tax purposes in The Netherlands and not in the United Kingdom, the tax credit mentioned in paragraph 12.2 below will not be available in respect of dividends paid by Royal Dutch Shell.

Credit will generally be available for Dutch tax required to be deducted or withheld from the dividends paid on the Royal Dutch Shell Shares against income tax or corporation tax to which the holder of the Royal Dutch Shell Shares or Royal Dutch Shell ADRs is liable in respect of the dividend, to the extent that the amount required to be deducted or withheld cannot be reduced by a claim under the treaty for the avoidance of double taxation between The Netherlands and the United Kingdom. As a result, individual holders of Royal Dutch Shell Shares or Royal Dutch Shell ADRs who are chargeable to income tax at the dividend ordinary rate on the whole of such dividends and who claim that credit through their tax return should have no further tax to pay in respect of those dividends. Individual holders of Royal Dutch Shell Shares or Royal Dutch Shell ADRs who are chargeable to income tax on all or any portion of the dividends at the dividend upper rate and who claim that credit through their tax return should be able to offset the amount of the available credit against their income tax liability. Holders of Royal Dutch Shell Shares or Royal Dutch Shell ADRs who are chargeable to corporation tax on the dividends and who claim that credit should generally be able to offset the amount of the available credit against their corporation tax liability.

Any holders of Royal Dutch Shell Shares or Royal Dutch Shell ADRs who do not currently receive notice from HMRC requiring them to submit a tax return are advised that they will need to notify HMRC that they have overseas income following the ﬁrst payment of a dividend by Royal Dutch Shell on any Royal Dutch Shell Shares that they hold or that relate to Royal Dutch Shell ADRs that they hold.

12.2 Dividends on Dividend Access Share Please see paragraph 8 of Part VII of these Listing Particulars for a description of the Dividend Access Mechanism pursuant to which dividends may be paid on the Dividend Access Share.

Holders of ‘‘B’’ Shares or ‘‘B’’ ADRs will be treated as beneﬁcially entitled to their proportionate share of any dividend paid by Shell Transport on the Dividend Access Share pursuant to the Dividend Access Mechanism.

There will be no UK withholding tax on dividends paid on the Dividend Access Share.

A holder of ‘‘B’’ Shares or ‘‘B’’ ADRs who is an individual will be entitled to a tax credit equal to one-ninth of his proportionate share of any such dividend. The individual will be taxable on the total of his proportionate share of the dividend and the related tax credit (the ‘‘gross dividend’’), which will be regarded as the top slice of the individual’s income. The tax credit will, however, be treated as discharging the individual’s liability to income tax in respect of the gross dividend, unless and except to the extent that the gross dividend falls above the threshold for the higher rate of income tax, in which case the individual will, to that extent, pay tax on the gross dividend calculated as 32.5 per cent. of the gross dividend less the related tax credit. So, for example, if a holder’s proportionate share of a dividend is £90, that proportionate share will carry a tax credit of £10 and the income tax payable on such share of the dividend by an individual liable to income tax at the higher rate would be £32.50 (32.5 per cent. of £100) less the tax credit of £10, leaving a net tax charge of £22.50.

Any individual holder of ‘‘B’’ Shares or ‘‘B’’ ADRs who is not liable to tax on his proportionate share of dividends paid on the Dividend Access Share by Shell Transport will not be entitled to claim payment of the tax credit in respect of such share of those dividends.

A corporate holder of ‘‘B’’ Shares or ‘‘B’’ ADRs will not generally be taxable on its proportionate share of any dividend paid on the Dividend Access Share by Shell Transport.

440 Holders of ‘‘B’’ Shares or ‘‘B’’ ADRs who are resident for tax purposes in a jurisdiction other than the United Kingdom should consult their own tax advisers concerning their tax liabilities on their proportionate share of dividends paid on the Dividend Access Share by Shell Transport.

12.3 Disposals of Royal Dutch Shell Shares or Royal Dutch Shell ADRs

(a) Taxation of chargeable gains A disposal or deemed disposal of Royal Dutch Shell Shares or Royal Dutch Shell ADRs may, depending on the particular circumstances of the holder and subject to any available exemptions or reliefs, give rise to a chargeable gain or an allowable loss for the purposes of UK taxation of chargeable gains.

(b) Inheritance Tax Depending on the value of the individual’s estate, there may be a charge to UK inheritance tax where an individual dies owning Royal Dutch Shell Shares or Royal Dutch Shell ADRs or in respect of certain lifetime transfers by an individual of Royal Dutch Shell Shares or Royal Dutch Shell ADRs, such as gifts to some trusts and gifts made within the seven years before the individual’s death.

12.4 Stamp duty and SDRT The comments set out below relate to holders of Royal Dutch Shell Shares or Royal Dutch Shell ADRs wherever resident (but not to holders such as market makers, brokers, dealers and intermediaries, to whom special rules apply).

(a) Issue or transfer of Royal Dutch Shell Shares to a clearance service or an issuer of depositary receipts Subject to certain exemptions, a charge to stamp duty or SDRT will arise on the issue or transfer of Royal Dutch Shell Shares (a) to particular persons providing a clearance service (such as Euroclear Nederland), their nominees or agents, or (b) to an issuer of depositary receipts (such as the Royal Dutch Shell ‘‘A’’ ADR Depositary or the Royal Dutch Shell ‘‘B’’ ADR Depositary), its nominee or agent. The rate of stamp duty or SDRT will generally be 1.5 per cent. of either (x) in the case of an issue of Royal Dutch Shell Shares, the issue price of the Royal Dutch Shell Shares concerned, or (y) in the case of a transfer of Royal Dutch Shell Shares, the amount or value of the consideration for the transfer or, in some circumstances, the value of the Royal Dutch Shell Shares concerned, in the case of stamp duty rounded up if necessary to the nearest multiple of £5. No stamp duty or SDRT will arise on the issue of ‘‘B’’ Shares to the Royal Dutch Shell ‘‘B’’ ADR Depositary pursuant to the Scheme as an exemption is available. The RDS Group has agreed to bear the cost of any stamp duty or SDRT arising in connection with the receipt of ‘‘A’’ Shares (or interests therein) or ‘‘A’’ ADRs by holders of Royal Dutch Shares who tender their Royal Dutch Shares before the termination of the Offer Acceptance Period and the Subsequent Acceptance Period, if any.

(b) Transfer of interests in Royal Dutch Shell Shares within Euroclear Nederland and transfer of Royal Dutch Shell ADRs No stamp duty need, in practice, be paid on the acquisition or transfer of interests in Royal Dutch Shell Shares within Euroclear Nederland, provided that any instrument of transfer or contract of sale remains at all times outside the United Kingdom. An agreement for the transfer of interests in Royal Dutch Shell Shares within Euroclear Nederland will not give rise to a liability to SDRT provided that, at the time the agreement is made, Euroclear Nederland satisﬁes various conditions laid down in the relevant UK legislation.

No stamp duty need, in practice, be paid on the acquisition or transfer of Royal Dutch Shell ADRs provided that any instrument of transfer or contract of sale remains at all times outside the United Kingdom. An agreement for the transfer of Royal Dutch Shell ADRs will not give rise to a liability to SDRT.

441 (c) Transfer of Royal Dutch Shell Shares not held within a clearance service A conveyance or transfer on sale of Royal Dutch Shell Shares which are not held within a clearance service will usually be subject to ad valorem stamp duty, generally at the rate of 0.5 per cent. of the amount or value of the consideration for the transfer (rounded up to the nearest £5). An unconditional agreement for such transfer or a conditional agreement which subsequently becomes unconditional will be liable to SDRT, generally at the rate of 0.5 per cent. of the consideration for the transfer; but such liability will be cancelled if the agreement is completed by a duly stamped instrument of transfer within six years of the date of the agreement or, if the agreement was conditional, the date the agreement became unconditional. Where the stamp duty is paid, any SDRT previously paid will be repaid on the making of an appropriate claim. Stamp duty and SDRT are normally paid by the purchaser. Under the CREST system of paperless transfers, no stamp duty or SDRT will arise on a transfer of such Royal Dutch Shell Shares into the system, unless such a transfer is made for a consideration in money or money’s worth, in which case a liability to SDRT will arise (usually at a rate of 0.5 per cent. of the amount or value of the consideration given). Paperless transfers of shares within CREST will be liable to SDRT rather than stamp duty, also at a rate of 0.5 per cent., and SDRT on relevant transactions settled within the system or reported through it for regulatory purposes will be collected by CREST.

13. Dutch tax

13.1 General The following describes certain material Dutch tax consequences for a holder of ‘‘A’’ Shares or ‘‘B’’ Shares in respect of the ownership and disposal of ‘‘A’’ Shares and in respect of the ownership and disposal of ‘‘B’’ Shares. This description is not intended to be applicable in all respects to all categories of investors. This section does not purport to describe all possible Dutch tax considerations or consequences that may be relevant to a holder. Holders of ‘‘A’’ Shares and ‘‘B’’ Shares should consult advisers with regard to the tax consequences of the ownership and disposal of ‘‘A’’ Shares and in respect of the ownership and disposal of ‘‘B’’ Shares in their particular circumstances. This section does not purport to describe the possible Dutch tax considerations or consequences that may be relevant to a holder of ‘‘A’’ Shares or ‘‘B’’ Shares who receives or has received any benefits from the ‘‘A’’ Shares or ‘‘B’’ Shares as employment income, deemed employment income or otherwise as compensation. Neither does this section purport to describe the possible Dutch tax considerations or consequences that may be relevant to a holder of ‘‘A’’ Shares or ‘‘B’’ Shares who has a substantial interest or a fictitious substantial interest in Royal Dutch Shell. Generally, a holder has a substantial interest if such holder, alone or together with his partner, has, or if certain relatives of the holder or of his partner have, directly or indirectly: (i) the ownership of, or certain rights over, shares representing five per cent. or more of the total issued and outstanding capital of Royal Dutch Shell or of the issued and outstanding capital of any class of shares of Royal Dutch Shell; (ii) the rights to acquire shares, whether or not already issued, representing five per cent. or more of the total issued and outstanding capital of Royal Dutch Shell, or of the issued and outstanding capital of any class of shares of Royal Dutch Shell; or (iii) certain profit participating certificates that relate to five per cent. or more of the annual profit of Royal Dutch Shell or to five per cent. or more of the liquidation proceeds of Royal Dutch Shell. A holder has a fictitious substantial interest if (a) he has disposed of, or is deemed to have disposed of, all or part of a substantial interest or (b) he is an individual and has transferred a business enterprise in exchange for shares, on a non-recognition basis. Except as otherwise indicated, this section only addresses Dutch tax legislation and regulations, as in effect on the date hereof and as interpreted in published case law on the date hereof and is subject to change after such date, including changes that could have retroactive effect. A change in legislation or regulations may thus invalidate all or part of this section. Unless otherwise specifically stated herein,

442 this section does not express any view on Dutch international tax law or on the rules promulgated under or by any treaty or treaty organisation and does not express any view on any Dutch legal matter other than Dutch tax law.

A3/4.11 13.2 Withholding tax on dividend payments

Dividends distributed by Royal Dutch Shell to a holder of an ‘‘A’’ Share or a ‘‘B’’ Share are generally 6.B.9(a) subject to withholding tax imposed by The Netherlands at a rate of 25 per cent. However dividends received by a holder of a ‘‘B’’ Share under the Dividend Access Mechanism will not be subject to any 6.B.10 withholding tax in The Netherlands. Dividends distributed by Royal Dutch Shell include, but are not limited to: (i) distributions of profits in cash or in kind, whatever they be named or in whatever form; (ii) proceeds from the liquidation of Royal Dutch Shell or, as a rule, proceeds from the repurchase of ‘‘A’’ Shares or ‘‘B’’ Shares by Royal Dutch Shell, in excess of the average paid-in capital recognised for Dutch dividend withholding tax purposes on the ‘‘A’’ Shares or on the ‘‘B’’ Shares; (iii) the par value of shares issued to a holder of shares or an increase in the par value of shares to the extent that no contribution, recognized for Dutch dividend withholding tax purposes, has been made or will be made; and (iv) partial repayment of paid-in capital that is: (a) not recognised for Dutch dividend withholding tax purposes; or (b) recognised for Dutch dividend withholding tax purposes, to the extent that Royal Dutch Shell has net profits (zuivere winst), unless (I) the General Meeting has resolved in advance to make such repayment and (II) the par value of the shares concerned has been reduced by an equal amount by way of an amendment to the Royal Dutch Shell Articles. As stated above under (ii), Dutch tax law treats share buy backs for cancellation as being subject to withholding tax unless an exemption applies by virtue of their being carried out within certain annual quantitative limits. These quantitative limits have been agreed with the Dutch Revenue Service for the ‘‘A’’ Shares and the limits will not restrict the share buy back programme announced for 2005. Buy backs of ‘‘A’’ Shares within these limits will not be subject to Dutch withholding tax. However, no quantitative limits on which to base an exemption (or other mitigation of the withholding tax) for buy backs of ‘‘B’’ Shares have been agreed with the Dutch Revenue Service and so, if repurchases of ‘‘B’’ Shares were undertaken, they would potentially give rise to Dutch withholding tax at the rate of 25 per cent. Accordingly, Royal Dutch Shell expects to buy back ‘‘A’’ Shares in preference to ‘‘B’’ Shares, unless and until exemption from or other mitigation of the withholding tax on buy backs of ‘‘B’’ Shares is agreed with the Dutch Revenue Service. In any event, any withholding tax arising on a buy back would be borne by Royal Dutch Shell and not the selling shareholder. If a holder of ‘‘A’’ Shares or ‘‘B’’ Shares is resident in a country other than The Netherlands and if a treaty for the avoidance of double taxation is in effect between The Netherlands and such country, such holder may, depending on the terms of such treaty, be eligible for a full or partial exemption from, or refund of, Dutch dividend withholding tax. If a holder of ‘‘A’’ Shares or ‘‘B’’ Shares is resident in The Netherlands, such holder is generally entitled to a full credit against his (corporate) income tax liability for any Dutch withholding tax imposed and otherwise to a refund of any excess. According to Dutch domestic anti-dividend stripping rules, no exemption from or reduction or refund of, Dutch dividend withholding tax will be granted if the recipient of the dividend paid by Royal Dutch Shell is not considered to be the beneficial owner (uiteindelijk gerechtigde) of such dividends as meant in these rules.

443 13.3 Dutch taxes on income and capital gains

(a) Residents of The Netherlands The description of certain Dutch tax consequences in this paragraph 13.3(a) is only intended for the following holders of ‘‘A’’ Shares or ‘‘B’’ Shares: (A) individuals who are resident or deemed to be resident in The Netherlands for purposes of Dutch taxation; (B) individuals who opt to be treated as a resident in The Netherlands for purposes of Dutch taxation ((A) and (B) jointly ‘‘Dutch Individuals’’); and (C) entities (‘‘Dutch Corporate Entities’’) that are subject to the Dutch Corporate Income Tax Act 1969 (‘‘CITA’’) and are resident or deemed to be resident of The Netherlands for the purposes of the CITA, excluding: ) pension funds (pensioenfondsen) and other entities that are exempt from Dutch corporate income tax; ) entities which are entitled to the participation exemption with respect to the ‘‘A’’ Shares and/or ‘‘B’’ Shares based on article 13, CITA; and ) investment institutions (beleggingsinstellingen) as deﬁned in article 28, CITA.

(i) Dutch Individuals not engaged or deemed to be engaged in an enterprise or receiving benefits from miscellaneous activities Generally, a Dutch Individual who holds ‘‘A’’ Shares or ‘‘B’’ Shares that are not attributable to an enterprise from which he derives profits as an entrepreneur (ondernemer) or pursuant to a co-entitlement to the net worth of such enterprise other than as an entrepreneur or a shareholder, or to miscellaneous activities (overige werkzaamheden), will be subject annually to an income tax imposed on a fictitious yield on such shares. The shares held by such Dutch Individual will be taxed under the regime for savings and investments (Box III). Irrespective of the actual income or capital gains realised, the annual taxable benefit of all the assets and liabilities of a Dutch Individual that are taxed under this regime, including the ‘‘A’’ Shares and/or the ‘‘B’’ Shares, is set at a fixed amount. This fixed amount equals 4 per cent. of the average fair market value of these assets and liabilities, including of the ‘‘A’’ Shares and/or ‘‘B’’ Shares, measured, in general, at the beginning and end of every calendar year. The current tax rate under the regime for savings and investments is a flat rate of 30 per cent.

(ii) Dutch Individuals engaged or deemed to be engaged in an enterprise or receiving benefits from miscellaneous activities Any benefits derived or deemed to be derived from the ‘‘A’’ Shares and/or ‘‘B’’ Shares (including any capital gains realised on the disposal thereof) that are either attributable to an enterprise from which a Dutch Individual derives profits, whether as an entrepreneur or pursuant to a co-entitlement to the net worth of such enterprise (other than as an entrepreneur or a shareholder), or attributable to miscellaneous activities (overige werkzaamheden) are generally subject to income tax in the Dutch Individual’s hands at statutory progressive rates (currently up to 52 per cent.).

(iii) Dutch Corporate Entities Any beneﬁts derived or deemed to be derived from ‘‘A’’ Shares or ‘‘B’’ Shares (including any capital gains realised on the disposal thereof) that are held by a Dutch Corporate Entity are generally subject to corporate income tax at statutory rates (in general, currently 31.5 per cent.).

(b) Non-residents of The Netherlands A holder other than a Dutch Individual or Dutch Corporate Entity will not be subject to Dutch taxes on income or on capital gains in respect of the ownership and disposal of ‘‘A’’ Shares or ‘‘B’’ Shares, other than withholding tax as described above, except if:

444 (i) such holder derives proﬁts from an enterprise, whether as entrepreneur (ondernemer) or pursuant to a to the net worth of such enterprise, other than as an entrepreneur or a shareholder which enterprise is, in whole or in part, carried on through a permanent establishment (vaste inrichting) or a permanent representative (vaste vertegenwoordiger) in The Netherlands to which the ‘‘A’’ Shares or ‘‘B’’ Shares are attributable; or

(ii) the holder is an individual and derives beneﬁts from miscellaneous activities (resultaat uit overige werkzaamheden) performed in The Netherlands in respect of the ‘‘A’’ Shares or ‘‘B’’ Shares, including, without limitation, activities which are beyond the scope of active portfolio investment activities.

13.4 Dutch gift, estate and inheritance tax No Dutch gift tax or inheritance tax is due in respect of any gift of ‘‘A’’ Shares or ‘‘B’’ Shares by, or inheritance of ‘‘A’’ Shares or ‘‘B’’ Shares on the death of, a holder of ‘‘A’’ Shares or ‘‘B’’ Shares, except if:

(i) the holder is a resident or is deemed to be a resident of The Netherlands;

(iii) the ‘‘A’’ Shares or ‘‘B’’ Shares are acquired by way of a gift from a holder who passes away within 180 days after the date of the gift and who is not and is not deemed to be at the time of the gift, but is, or is deemed to be at the time of his death, a resident of The Netherlands.

14. Bases and sources (a) The number of Royal Dutch Shares used to calculate the number of ‘‘A’’ Shares to be offered to Royal Dutch Shareholders under the Royal Dutch Offer is 2,069,520,000.

(b) The number of Shell Transport Ordinary Shares (including Shell Transport Ordinary Shares to which holders of Shell Transport Bearer Warrants are entitled) used to calculate the number of ‘‘B’’ Shares to be issued pursuant to the Scheme is 9,603,350,000.

(c) Details of the shareholdings in Royal Dutch Shell of Royal Dutch Shareholders and Shell Transport Ordinary Shareholders (including holders of Shell Transport Bearer Warrants) on the Effective Date are based on the following assumptions:

(i) Completion has taken place in accordance with the terms of the Transaction;

(ii) the numbers of Royal Dutch Shares and of Shell Transport Ordinary Shares are as set out in paragraphs (a) and (b) above; and

(iii) full acceptance of the Royal Dutch Offer during the Royal Dutch Offer Acceptance Period.

A1/23.2 (d) The statement on page 81 regarding growth in global energy demand which references the International Energy Agency has been extracted from a report entitled ‘‘World Energy Outlook 2004’’ released by the International Energy Agency on 26 October 2004.

The statement on page 158 regarding the Armbrust Survey has been extracted from the Jet Fuel Report of the Armbrust Aviation Group (Issue 21, 10 January 2005).

Royal Dutch Shell conﬁrms that the information referred to above has been accurately reproduced and, so far as Royal Dutch Shell is aware and is able to ascertain from information published by the referenced third party source, no facts have been omitted which would render the reproduced information inaccurate or misleading.

445 A1/23.1 15. General A3/10.3 (i) The sponsors to the Introduction to the Ofﬁcial List are Citigroup and Rothschild who are regulated in the UK by the Financial Services Authority. The co-listing agents for the Introduction to Euronext Amsterdam are ABN AMRO, Citigroup and Rothschild. (ii) Each of Citigroup and Rothschild has given and not withdrawn its written consent to the issue of this document and the references herein to its name in the form and context in which such references appear. (iii) ABN AMRO has given and not withdrawn its written consent to the issue of this document and the references herein to its name in the form and context in which such references appear. (iv) Deutsche Bank has given and not withdrawn its written consent to the issue of this document and the references herein to its name in the form and context in which such references appear.

(v) KPMG Audit Plc and PricewaterhouseCoopers LLP have given and not withdrawn their written 6.A.9 consent to the inclusion of their reports in Parts XII and XVII of these Listing Particulars and the references herein to their reports and their names in the form and context in which they appear. KPMG Audit Plc and PricewaterhouseCoopers LLP have authorised the contents of those reports for the purposes of Regulation 6(1)(e) of Part 3 of the FSMA (Ofﬁcial Listing of Securities) Regulations 2001 (as amended).

(vi) KPMG Accountants N.V., whose address is Churchillplein 6, 2517 JW The Hague, The 6.A.4 Netherlands, and PricewaterhouseCoopers LLP, whose address is 1 Embankment Place, 6.A.5 London, WC2N 6RH, UK have audited the financial statements of the Royal Dutch/Shell Group, included in the annual reports on Form 20-F of Royal Dutch and Shell Transport, for the financial 3.03e years ended 31 December 2002, 2003 and 2004 and have issued audit reports in respect of each such financial statements and such reports were unqualified.

(vii) The financial information relating to Royal Dutch, included in this document does not constitute 6.A.4 its statutory accounts for any period presented. KPMG Accountants N.V., whose address is 6.A.5 Churchillplein 6, 2517 JW The Hague, The Netherlands, has audited the statutory accounts of Royal Dutch for each of the three financial years ended 31 December 2002, 2003 and 2004 and 3.03e has issued audit reports in respect of each such accounts. Such reports were unqualified. The statutory accounts for the years ended 31 December 2002 and 2003 have been delivered to the Chamber of Commerce and the statutory accounts for the year ended 31 December 2004 will be so delivered following the annual general meeting of Royal Dutch.

(viii) The financial information relating to Shell Transport, included in this document does not 6.A.4 constitute its statutory accounts for any period presented. PricewaterhouseCoopers LLP, whose 6.A.5 address is 1 Embankment Place, London WC2N 6RH, UK, has audited the statutory accounts of Shell Transport for each of the three financial years ended 31 December 2002, 2003 and 2004 3.03e and has issued audit reports in respect of each such accounts. Such reports were unqualified and did not include any statements made under section 237(2) or (3) of the Companies Act. The statutory accounts for the years ended 31 December 2002 and 2003 have been delivered to the Registrar of Companies and the statutory accounts for the year ended 31 December 2004 will be so delivered following the annual general meeting of Shell Transport.

A1/5.1.3 (ix) Royal Dutch Shell was incorporated in February 2002. The ﬁnancial information relating to Royal 3.03a Dutch Shell included in this document does not constitute the statutory accounts of Royal Dutch 6.A.4 Shell for any of the periods presented. The statutory accounts for the 10-month period ended 6.A.5 31 December 2004 have been delivered to the Registrar of Companies and KPMG Audit Plc and PricewaterhouseCoopers LLP have issued an audit report under section 235 of the Companies Act in respect of the accounts for the 10 months ended 31 December 2004 which was unqualiﬁed and did not include any statements made under section 237(2) or (3) of the Companies Act. The 3.03e statutory accounts for the year ended 28 February 2004 and for the period ended 28 February 2003 have been delivered to the Registrar of Companies and were not subject to audit.

A3/5.4.2 (x) The registrar of Royal Dutch Shell and receiving bank to the Scheme is Lloyds TSB Registrars. 6.B.14

446 (xi) The Dutch exchange agent and paying agent of Royal Dutch Shell is ABN AMRO.

A3/8.1 (xii) The costs, charges and expenses of and incidental to the Transaction (including stamp duty reserve 6.B.15i tax), payable by any of Royal Dutch Shell, Royal Dutch, Shell Transport or any member of the Royal Dutch/Shell Group are estimated to amount to US$115 million. No sums are payable to financial intermediaries in connection with the Transaction or the Introduction. (xiii) Notices of general meetings of Royal Dutch Shell and other documents to be sent to Royal Dutch Shell Shareholders will be posted to their registered addresses and, in the case of joint holders, will be posted to the registered address of the ﬁrst-named holder. In addition, appropriate public announcements and advertisements will be made in accordance with the Listing Rules and the Euronext Listing Rules.

16. Documents available for inspection

A1/24 Copies of the following documents will be available for inspection during normal business hours on Monday to Friday each week (public holidays excepted) from the date of publication of this document until the later of Admission or the end of the Subsequent Acceptance Period, if any, at Royal Dutch Shell’s registered office at Shell Centre, London SE1 7NA UK, at its headquarters at Carel van Bylandtlaan 30, 2596 HR The Hague, The Netherlands, at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY, UK and at the offices of ABN AMRO, Foppingadreef 22, 1102 BS Amsterdam, The Netherlands. Copies of the documents described in paragraphs (i), (ii), (iii), (iv), (v), (vi), (vii), (ix), (x), (xi) and (xii) below will be made available free of charge upon request. (i) these Listing Particulars; (ii) the Offer Documents; 6.C.7(d) (iii) the Shell Transport Scheme Documents; 6.C.7(d) (iv) the Royal Dutch Shell Articles and the memorandum of association of Royal Dutch Shell; 6.C.7(a) (v) the Royal Dutch Articles; (vi) the Shell Transport Articles and memorandum of association and the Amended Shell Transport Articles and the proposed amended memorandum of association; (vii) the statutory accounts of Royal Dutch Shell for the 10 months ended 31 December 2004 6.C.7(g) and the year ended 28 February 2004; (viii) the accountants’ report set out in Part XII of these Listing Particulars; 6.C.7(e) (ix) the financial statements of the Royal Dutch/Shell Group, included in the annual reports on 6.C.7(g) Form 20-F of Royal Dutch and Shell Transport, for the years ended 31 December 2002, 2003 and 31 December 2004; (x) the statutory accounts of Royal Dutch for the years ended 31 December 2002, 2003 and 6.C.7(g) 31 December 2004; (xi) the statutory accounts of Shell Transport for the years ended 31 December 2002, 2003 6.C.7(g) and 31 December 2004; (xii) the unaudited interim financial information of Royal Dutch Shell, the Royal Dutch/Shell 6.C.7(g) Group, Royal Dutch and Shell Transport for the three months ended 31 March 2005; (xiii) the reports by KPMG Audit Plc and PricewaterhouseCoopers LLP on the unaudited pro 6.C.7(e) forma financial information relating to the RDS Group set out in Part XVII of these Listing Particulars; (xiv) the written statement signed by KPMG Audit Plc and PricewaterhouseCoopers LLP 6.C.7(f) setting out the adjustments made by them in arriving at the figures shown in the accountants’ report set out in Part XII of these Listing Particulars and the reasons therefor; (xv) the written consent of KPMG Audit Plc and PricewaterhouseCoopers LLP referred to in paragraph 15 of this Part XXI;

447 (xvi) the written consents of Citigroup, Rothschild, ABN AMRO and Deutsche Bank referred to 6.C.7(c) in paragraph 15 of this Part XXI; 6.C.7(c) (xvii) the material contracts referred to in paragraph 9 this Part XXI; (xviii) the proposed service agreements of the executive directors and the letters of appointment of the non-executive directors of Royal Dutch Shell; (xix) the Declaration of Trust; 6.C.7(b) (xx) the Royal Dutch Shell Share Plans; and (xxi) the opinion of ABN AMRO dated 27 October 2004 and the bring down opinion of ABN AMRO dated 13 May 2005.

448 PART XXII

DEFINITIONS The definitions set out below apply throughout this document, unless the context requires otherwise. In addition, references in this document to Royal Dutch Bearer Shares or Royal Dutch Shell Shares shall, where the relevant shares are held by Euroclear Nederland in its capacity as central institute (centraal instituut) under the Securities Giro Act and the context so permits, include references to interests held in such shares by other persons in accordance with the Securities Giro Act. Unless otherwise stated or the context requires otherwise, references in this document to the 2004 Form 20-F of Royal Dutch and Shell Transport shall mean Amendment No. 1 to Royal Dutch’s and Shell Transport’s annual report on Form 20-F for the year ended 31 December 2004, as filed with the SEC on 4 May 2005. This document comprises the full annual report on Form 20-F of Royal Dutch and Shell Transport (originally filed on 30 March 2005) as it was amended and re-filed on 4 May 2005. ‘‘1995 Securities Act’’ the Dutch 1995 Act on the supervision of the securities trade; ‘‘1995 Securities Decree’’ the Dutch 1995 Decree on the supervision of the securities trade; ‘‘2005 Financial Statements’’ the statutory financial statements of Royal Dutch Shell for the year ended 31 December 2005; ‘‘A$’’ Australian dollars; ‘‘‘‘A’’ ADRs’’ ‘‘A’’ American depositary receipts each representing two ‘‘A’’ Shares; ‘‘ABN AMRO’’ ABN AMRO Bank N.V., a public limited liability company incorporated under the laws of The Netherlands; ‘‘Admission’’ admission of the Royal Dutch Shell Shares to the Official List and to trading on the market for listed securities of the London Stock Exchange and/or admission of the Royal Dutch Shell Shares to Euronext Amsterdam; ‘‘Admitted Institutions’’ the institutions which hold Royal Dutch Bearer Shares or, after the Settlement Date, Royal Dutch Shell Shares on behalf of their clients through Euroclear Nederland as an admitted institution of Euroclear Nederland or, as the context so permits, which hold Royal Dutch Bearer Shares or, after the Settlement Date, Royal Dutch Shell Shares on behalf of their clients through an institution which is an admitted institution of Euroclear Nederland; ‘‘AFM’’ the Dutch Authority for the Financial Markets (Autoriteit Financiele¨ Markten); ‘‘Amended Shell Transport the articles of association of Shell Transport as they are proposed to Articles’’ be amended at the Shell Transport EGM conditionally upon the Scheme becoming effective; ‘‘‘‘A’’ Shares’’ class A ordinary shares with a nominal value of 00.07 each in the capital of Royal Dutch Shell, which have the rights attached to ‘‘A’’ Shares as set out in the Royal Dutch Shell Articles and which are offered pursuant to the Royal Dutch Offer; ‘‘Australian Plan’’ the share and save plan established by members of the Royal Dutch/ Shell Group in Australia and which forms part of the Royal Dutch/ Shell Group Share Plans; ‘‘‘‘B’’ ADRs’’ ‘‘B’’ American depositary receipts each representing two ‘‘B’’ Shares;

449 ‘‘‘‘B’’ Shares’’ class B ordinary shares with a nominal value of 00.07 each in the capital of Royal Dutch Shell, which have the rights attached to ‘‘B’’ Shares as set out in the Royal Dutch Shell Articles and which are proposed to be issued pursuant to the Scheme; ‘‘Business Day’’ any day on which banks are generally open in London, Amsterdam and New York for the transaction of business other than a Saturday or Sunday or public holiday; ‘‘C$’’ Canadian dollars; ‘‘Cancellation and Repayment 6.00 p.m. on the Business Day immediately preceding the day on Record Time’’ which the cancellation and repayment of the Shell Transport Preference Shares becomes effective; ‘‘certificated’’ or ‘‘in a share or other security which is not in uncertificated form (that is, certificated form’’ not in CREST); ‘‘Citigroup’’ Citigroup Global Markets Limited; ‘‘City Code’’ the UK City Code on Takeovers and Mergers; ‘‘Civil Code’’ the Dutch Civil Code (Burgerlijk Wetboek); ‘‘Combined Code’’ the principles of good governance and the code of best practice annexed to the Listing Rules; ‘‘Committee of Managing the former committee of Managing Directors of the Royal Directors’’ Dutch/Shell Group;

‘‘Companies Act’’ the Companies Act of England and Wales 1985, as amended; ‘‘Completion’’ the Royal Dutch Offer becoming unconditional (gestanddoening) in all respects and the Scheme becoming effective; ‘‘Conference’’ a group consisting of all directors of the Royal Dutch Boards and the Shell Transport Board; ‘‘Court Meeting’’ the meeting of Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants convened by direction of the High Court pursuant to section 425 of the Companies Act, or any adjournment thereof; ‘‘Cravath’’ Cravath, Swaine & Moore LLP; ‘‘CREST’’ the system for the paperless settlement of trades in securities and the holding of uncertificated securities in accordance with the CRESTCo Regulations operated by CRESTCo; ‘‘CREST Member’’ a person who has been admitted by CRESTCo as (i) a system-member (as defined in the CRESTCo Regulations); (ii) a personal member; or (iii) a sponsored member; ‘‘CRESTCo’’ CRESTCo Limited; ‘‘CRESTCo Regulations’’ the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as from time to time amended; ‘‘Datastream’’ an information service provided by Thomson Financial, an operating business of Thomson Corporation; ‘‘De Brauw’’ De Brauw Blackstone Westbroek N.V.; ‘‘Declaration of Trust’’ the declaration of trust executed by the Trustee, Royal Dutch Shell and Shell Transport relating to the Dividend Access Mechanism;

450 ‘‘Deferred Bonus Plan’’ as the context requires, the deferred bonus plan forming part of the Royal Dutch Shell Share Plans or the deferred bonus plan forming part of the Royal Dutch/Shell Group Share Plans; ‘‘Depositary Record Time’’ 5.00 p.m. (New York City time) on the Business Day preceding the Effective Date; ‘‘Deutsche Bank’’ Deutsche Bank AG London; ‘‘Dividend Access the dividend access mechanism described in paragraph 8 of Part VII Mechanism’’ of these Listing Particulars; ‘‘Dividend Access Share’’ the dividend access share in the capital of Shell Transport having a nominal value of 25 pence and having the rights attaching to it as set out in the Amended Shell Transport Articles to be allotted and issued to the Trustee pursuant to the Scheme; ‘‘DTC’’ The Depositary Trust Company; ‘‘DTS’’ the London Stock Exchange’s Dutch Trading Service for trading Dutch equity market securities; ‘‘DSC’’ the directors’ share compensation plan forming part of the Shell Canada Plans; ‘‘Dutch Revenue Service’’ the Dutch Revenue Service (Belastingdienst), a unit governed by the Dutch Ministry of Finance (Ministerie van Financien¨ ) competent to impose and collect Dutch income tax (inkomstenbelasting), Dutch corporate income tax (vennootschapsbelasting) and miscellaneous other Dutch taxes; ‘‘EEA States’’ a State which is a contracting party to the agreement on the European Economic Area signed at Oporto on 2 May 1992, as it has effect for the time being; ‘‘Effective Date’’ the date on which the Scheme becomes effective in accordance with its terms upon registration of the Order by the Registrar of Companies, which, subject to the sanction of the Scheme by the High Court, is expected to be 20 July 2005; ‘‘ESPP’’ the employee share purchase plan forming part of the Shell Canada Plans; ‘‘EUR’’, ‘‘1’’ or ‘‘euro’’ euro, the legal currency of the European Monetary Union; ‘‘Euroclear Nederland’’ the Dutch depositary and settlement institute deﬁned as the ‘‘Central Institute’’ under the provisions of the Securities Giro Act (Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V.); ‘‘Euro Deferred Shares’’ the euro deferred shares with a nominal value of 00.07 each in the capital of Royal Dutch Shell; ‘‘Euronext Amsterdam’’ as the context requires, Euronext Amsterdam N.V. or Eurolist by Euronext Amsterdam; ‘‘Euronext Listing Rules’’ the listing and issuing rules of Euronext Amsterdam (Fondsenreglement); ‘‘Existing Agreements’’ the agreements currently in force between Royal Dutch and Shell Transport which regulate their respective economic rights in their combined business interests and/or the management and governance of their combined business interests; ‘‘FSA’’ the Financial Services Authority;

451 ‘‘FSMA’’ the Financial Services and Markets Act 2000; ‘‘German Share Purchase the German share purchase plan forming part of the Royal Dutch/ Plan’’ Shell Group Share Plans; ‘‘German Capital Formation the German capital formation plan forming part of the Royal Dutch/ Plan’’ Shell Group Share Plans; ‘‘GESPP’’ the global employee share purchase plan forming part of the Royal Dutch/Shell Group Share Plans; ‘‘GESPP (US)’’ the global employee share purchase plan (US) forming part of the Royal Dutch/Shell Group Share Plans; ‘‘Hearing’’ the hearing by the High Court of the petition to sanction the Scheme; ‘‘Hearing Date’’ the date of the Hearing; ‘‘High Court’’ the High Court of Justice in England and Wales; ‘‘HMRC’’ Her Majesty’s Revenue and Customs; ‘‘holder’’ a registered holder, including any person(s) entitled by transmission in respect of registered securities or otherwise a holder of securities; ‘‘Honouring Date’’ the date on which the Royal Dutch Offer is declared unconditional (gestand wordt gedaan) in all respects by Royal Dutch Shell, which is expected to be 20 July 2005; ‘‘IAS’’ means International Accounting Standard; ‘‘IASB’’ means International Accounting Standards Board; ‘‘ICC’’ the International Chamber of Commerce; ‘‘IFRIC’’ means International Financial Reporting Interpretations Committee; ‘‘IFRS’’ International Financial Reporting Standards; ‘‘IFRS1’’ IFRS1 relating to the first-time adoption of IFRS; ‘‘Implementation Agreement’’ the implementation agreement dated 18 May 2005 between Royal Dutch Shell, Royal Dutch and Shell Transport, a summary of which is set out in Part XXI of these Listing Particulars; ‘‘Introduction’’ as the context requires, the introduction of the Royal Dutch Shell Shares to the Official List and/or the admission of the Royal Dutch Shell Shares to Euronext Amsterdam; ‘‘ISIN’’ International Security Identification Number; ‘‘ITEPA’’ the Income Tax (Earnings and Pensions) Act 2003; ‘‘Listing Particulars’’ these listing particulars dated 19 May 2005 comprising listing particulars and a prospectus relating to Royal Dutch Shell for the purpose of the listing of the Royal Dutch Shell Shares on the London Stock Exchange and Euronext Amsterdam, respectively, and which, if it is so regarded by the UK Listing Authority and the AFM, on or about 1 July 2005, will also comprise a document equivalent to a prospectus for the purposes of compliance with Articles 4(2)(c) and 4(2)(d) of Directive 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading; ‘‘Listing Rules’’ the listing rules of the UK Listing Authority as amended from time to time; ‘‘London Stock Exchange’’ London Stock Exchange plc or its successor(s);

452 ‘‘Long-Term Incentive Plan’’ as the context requires, the long-term incentive plan forming part of or ‘‘LTIP’’ the Royal Dutch Shell Share Plans or the long-term incentive plan forming part of the Royal Dutch/Shell Group Share Plans; ‘‘Netherlands GAAP’’ generally accepted accounting principles in The Netherlands; ‘‘New York Stock Exchange’’ New York Stock Exchange, Inc; or ‘‘NYSE’’ ‘‘Offer Documents’’ the Royal Dutch Offer Document and the US Prospectus; ‘‘Official List’’ the official list of the UK Listing Authority; ‘‘Order’’ the order of the High Court sanctioning the Scheme; ‘‘Order Date’’ the date on which the Order is made or, if later, the date on which the Order is expressed to take effect; ‘‘Panel’’ the Panel on Takeovers and Mergers; ‘‘Pounds’’ or ‘‘£’’ or ‘‘Pounds UK pounds sterling; Sterling’’ ‘‘RDS Corporate Nominee’’ Lloyds TSB Bank plc, whose address is 25 Gresham Street, London EC2V 7HN, UK or, as relevant, its nominee, Lloyds TSB Registrars Corporate Nominee Limited, whose address is The Causeway, Worthing, West Sussex BN99 6DA, UK; ‘‘RDS Group’’ Royal Dutch Shell and its subsidiaries and subsidiary undertakings following the Transaction; ‘‘Registrar of Companies’’ the Registrar of Companies in England and Wales; ‘‘Restricted Share Plan’’ as the context requires, the restricted share plan forming part of the Royal Dutch Shell Share Plans or the restricted share plan forming part of the Royal Dutch/Shell Group Share Plans; ‘‘Rothschild’’ NM Rothschild & Sons Limited; ‘‘Royal Dutch’’ N.V. Koninklijke Nederlandsche Petroleum Maatschappij (Royal Dutch Petroleum Company), a company incorporated in The Netherlands (registered at the Chamber of Commerce, The Hague under number 27002690) whose registered office is at Carel van Bylandtlaan 30, 2596 HR The Hague, The Netherlands; ‘‘Royal Dutch Articles’’ the articles of association of Royal Dutch dated 31 May 2002; ‘‘Royal Dutch Bearer Shares’’ ordinary shares with a nominal value of 00.56 each in the capital of Royal Dutch, held by Euroclear Nederland in its capacity as central institute (centraal instituut) under the Securities Giro Act, or, as the case may be, represented by share certificates to bearer provided with separate dividend coupons (K-Stukken); ‘‘Royal Dutch Board of the board of management of Royal Dutch; Management’’ ‘‘Royal Dutch Boards’’ the Royal Dutch Board of Management and the Royal Dutch Supervisory Board; ‘‘Royal Dutch Hague ordinary shares in registered form, with a nominal value of 00.56 Registered Shares’’ each, in the capital of Royal Dutch registered on the share register kept in The Hague; ‘‘Royal Dutch New York ordinary shares in registered form, with a nominal value of 00.56 Registered Shares’’ each, in the capital of Royal Dutch registered on the share register kept in New York;

453 ‘‘Royal Dutch Offer’’ the exchange offer being made by Royal Dutch Shell for Royal Dutch Shares on the terms and conditions set out in the Offer Documents; ‘‘Royal Dutch Offer the period during which Royal Dutch Shareholders can tender their Acceptance Period’’ Royal Dutch Shares in the Royal Dutch Offer and which starts on 20 May 2005 and which ends, subject to extension, at 11.00 p.m. (Amsterdam time) on 18 July 2005; ‘‘Royal Dutch Offer the offer document dated 19 May 2005 and all other documents Document’’ incorporated by reference therein whereby Royal Dutch Shell addresses the Royal Dutch Offer to all non-US holders of Royal Dutch Bearer Shares and Royal Dutch Hague Registered Shares; ‘‘Royal Dutch Priority priority shares in the capital of Royal Dutch with a nominal value of Shares’’ 0448 each;

‘‘Royal Dutch Priority Shares Stichting Prioriteitsaandelen Koninklijke, a foundation governed by Foundation’’ the laws of The Netherlands (registered at the Chamber of Commerce, The Hague under number 41149183), whose registered ofﬁce is at Carel van Bylandtlaan 30, 2596 HR The Hague, The Netherlands; ‘‘Royal Dutch Shareholders’’ the holders of Royal Dutch Shares; ‘‘Royal Dutch Shares’’ the Royal Dutch Bearer Shares, Royal Dutch Hague Registered Shares and Royal Dutch New York Registered Shares; ‘‘Royal Dutch Shell’’ Royal Dutch Shell plc, a company incorporated in England and Wales with registered number 04366849, whose registered ofﬁce is at Shell Centre, London SE1 7NA, UK and whose headquarters are at Carel van Bylandtlaan 30, 2596 HR The Hague, The Netherlands (registered at the Chamber of Commerce, The Hague, under number 34179503); ‘‘Royal Dutch Shell ‘‘A’’ ADR the deposit agreement dated 19 May 2005 between Royal Dutch Deposit Agreement’’ Shell, the Royal Dutch Shell ‘‘A’’ ADR Depositary and all holders of ‘‘A’’ ADRs thereunder; ‘‘Royal Dutch Shell ‘‘A’’ ADR JP Morgan Chase Bank, N.A., the depositary under the Royal Dutch Depositary’’ Shell ‘‘A’’ ADR Deposit Agreement;

‘‘Royal Dutch Shell the Royal Dutch Shell ‘‘A’’ ADR Deposit Agreement and the Royal ADR Deposit Agreements’’ Dutch Shell ‘‘B’’ ADR Deposit Agreement; ‘‘Royal Dutch Shell ADRs’’ the ‘‘A’’ ADRs and the ‘‘B’’ ADRs; ‘‘Royal Dutch Shell Articles’’ the articles of association of Royal Dutch Shell adopted on 17 May 2005; ‘‘Royal Dutch Shell ‘‘B’’ ADR the deposit agreement dated 19 May 2005 between Royal Dutch Deposit Agreement Shell, the Royal Dutch Shell ‘‘B’’ ADR Depositary and all holders of ‘‘B’’ ADRs thereunder; ‘‘Royal Dutch Shell ‘‘B’’ ADR The Bank of New York, the depositary under the Royal Dutch Shell Depositary’’ ‘‘B’’ ADR Deposit Agreement;

‘‘Royal Dutch Shell Board’’ the board of directors of Royal Dutch Shell from time to time;

‘‘Royal Dutch/Shell Group’’ or the companies (other than Royal Dutch Shell) in which Royal Dutch ‘‘Group’’ and Shell Transport together or separately, either directly or

454 indirectly, have control either through a majority of the voting rights or the right to exercise a controlling inﬂuence or to obtain the majority of the beneﬁts and be exposed to the majority of the risks; ‘‘Royal Dutch/Shell Group the employee share option and other equity-related employee Share Plans’’ incentive plans operated by the Royal Dutch/Shell Group described in paragraph 10 of Part VI and paragraph 6 of Part XI of these Listing Particulars; ‘‘Royal Dutch Shell Nominee the corporate nominee service offered to holders of Royal Dutch Service’’ Shell Shares by the RDS Corporate Nominee;

‘‘Royal Dutch Shell Lloyds TSB Registrars, a division of Lloyds TSB Bank plc, whose Registrars’’ address is The Causeway, Worthing, West Sussex BN99 6DA, UK; ‘‘Royal Dutch Shell the holders of Royal Dutch Shell Shares; Shareholders’’ ‘‘Royal Dutch Shell Share the proposed Royal Dutch Shell employee share plans described in Plans’’ paragraph 10 of Part VI of these Listing Particulars; ‘‘Royal Dutch Shell Shares’’ ‘‘A’’ Shares and ‘‘B’’ Shares; ‘‘Royal Dutch Supervisory the Supervisory Board of Royal Dutch; Board’’ ‘‘SAESOP’’ the Shell all employee share ownership plan forming part of the Royal Dutch/Shell Group Share Plans; ‘‘Scheme’’ or ‘‘Scheme of the proposed scheme of arrangement under section 425 of the Arrangement’’ Companies Act between Shell Transport and Shell Transport Ordinary Shareholders and holders of Shell Transport Bearer Warrants, as described in the Shell Transport Scheme Documents, in its present form or with or subject to any modiﬁcation, addition or condition approved or imposed by the High Court; ‘‘Scheme Record Time’’ 6.00 p.m. on the Business Day preceding the Effective Date; ‘‘SDRT’’ stamp duty reserve tax; ‘‘SEC’’ the US Securities and Exchange Commission; ‘‘Securities Giro Act’’ the Dutch Securities Giro Act (Wet giraal effectenverkeer); ‘‘SETS’’ the London Stock Exchange electronic trading service; ‘‘Settlement Date’’ the date on which ‘‘A’’ Shares are intended to be delivered to Royal Dutch Shareholders who have tendered their Royal Dutch Shares in the Royal Dutch Offer which, subject to the sanction of the Scheme by the High Court, is expected to be 25 July 2005; ‘‘Share Option Plans’’ the share option plans forming part of the Royal Dutch/Shell Group Share Plans; ‘‘Shell Canada LTIP’’ the long-term incentive plan forming part of the Shell Canada Plans; ‘‘Shell Canada Plans’’ the employee equity based incentive plans operated by Shell Canada Limited; ‘‘Shell Transport’’ The ‘‘Shell’’ Transport and Trading Company, p.l.c., a public company incorporated in England and Wales with registered number 54485 whose registered ofﬁce is at Shell Centre, London SE1 7NA, UK;

455 ‘‘Shell Transport ADR the second amended and restated deposit agreement dated as of 1 Deposit Agreement’’ December 1992, among Shell Transport, the Shell Transport ADR Depositary and all holders of Shell Transport ADRs issued thereunder; ‘‘Shell Transport ADR the depositary under the Shell Transport ADR Deposit Agreement, Depositary’’ which is currently The Bank of New York; ‘‘Shell Transport ADR the ratio used to calculate the number of ‘‘B’’ ADRs to which a holder Exchange Ratio’’ of Shell Transport ADRs will be entitled, being 0.861999198 ‘‘B’’ ADRs for each Shell Transport ADR; ‘‘Shell Transport ADRs’’ American depositary receipts issued pursuant to the Shell Transport ADR Deposit Agreement, each representing six Shell Transport Ordinary Shares; ‘‘Shell Transport Articles’’ the articles of association of Shell Transport as at the date of this document; ‘‘Shell Transport Bearer the bearer warrants issued by Shell Transport which entitle the Warrants’’ holder to Shell Transport Ordinary Shares in accordance with the terms of the bearer warrants; ‘‘Shell Transport Board’’ the board of directors of Shell Transport; ‘‘Shell Transport Corporate Lloyds TSB Bank plc, whose address is 25 Gresham Street, London Nominee’’ EC2V 7HN, UK or, as relevant, its nominee, Lloyds TSB Registrars Corporate Nominee Limited, whose address is The Causeway Worthing, West Sussex BN99 6DA, UK;

‘‘Shell Transport EGM’’ the extraordinary general meeting of Shell Transport convened by the notice set out at the end of the Shell Transport Scheme Documents, including any adjournment thereof;

1 ‘‘Shell Transport First the 5 /2 per cent. First Preference shares of £1 each in the capital of Preference Shares’’ Shell Transport; ‘‘Shell Transport ISA’’ the Shell Transport individual savings account managed by BNP Paribas Services; ‘‘Shell Transport Nominee the corporate nominee service offered to Shell Transport Ordinary Service’’ Shareholders by the Shell Transport Corporate Nominee; ‘‘Shell Transport Ordinary the holders of Shell Transport Ordinary Shares; Shareholders’’ ‘‘Shell Transport Ordinary ordinary shares of 25 pence each in the capital of Shell Transport; Shares’’ ‘‘Shell Transport PEP’’ the Shell Transport personal equity plan managed by BNP Paribas Securities Services; ‘‘Shell Transport Preference the Shell Transport First Preference Shares and the Shell Transport Shares’’ Second Preference Shares; ‘‘Shell Transport Registrars’’ Lloyds TSB Registrars, a division of Lloyds TSB Bank plc, whose address is The Causeway, Worthing, West Sussex BN99 6DA, UK; ‘‘Shell Transport Scheme the long-form and the short-form circulars to Shell Transport Documents’’ Shareholders dated 19 May 2005 issued by Shell Transport relating to the Scheme; ‘‘Shell Transport Second the 7 per cent. Second Preference shares of £1 each in the capital of Preference Shares’’ Shell Transport;

456 ‘‘Shell Transport Share the ratio used to calculate the number of ‘‘B’’ Shares to which a Shell Exchange Ratio’’ Transport Ordinary Shareholder (including a holder of Shell Transport Bearer Warrants) will be entitled pursuant to the Scheme, being 0.287333066 ‘‘B’’ Shares for each Shell Transport Ordinary Share; ‘‘Shell Transport holders of Shell Transport Ordinary Shares, Shell Transport Bearer Shareholders’’ Warrants, Shell Transport First Preference Shares and/or Shell Transport Second Preference Shares; ‘‘Shell Transport Shares’’ Shell Transport Ordinary Shares, Shell Transport Bearer Warrants, Shell Transport First Preference Shares and/or Shell Transport Second Preference Shares; ‘‘Steering Group’’ the steering group established to carry out a review of the structure and overall governance of the Royal Dutch/Shell Group, chaired by Lord Kerr of Kinlochard and also comprising Maarten van den Bergh, Sir Peter Job, Jonkheer Aarnout Loudon and Jeroen van der Veer; ‘‘Sterling Deferred Shares’’ the sterling deferred shares with a nominal value of £1 each which have the rights attached to them as set out in the Royal Dutch Shell Articles; ‘‘Subsequent Acceptance if such a period is provided, the period commencing on the Period’’ Honouring Date during which Royal Dutch Shareholders that have not tendered their Royal Dutch Shares during the Royal Dutch Offer Acceptance Period will be given the opportunity to do so in the manner and under the conditions as set out in the Offer Documents, which period, if any, is expected to run from 20 July 2005 up to and including 9 August 2005; ‘‘subsidiary’’ a subsidiary as that term is defined in section 736 of the Companies Act; ‘‘subsidiary undertaking’’ a subsidiary undertaking as that term is defined in section 258 of the Companies Act; ‘‘Transaction’’ the proposed transaction pursuant to which Royal Dutch Shell will, through the Royal Dutch Offer and the Scheme, become the holding company of Royal Dutch and Shell Transport; ‘‘Trustee’’ Hill Samuel Offshore Trust Company Limited, registered in Jersey and a wholly owned subsidiary of Lloyds TSB Bank plc; ‘‘UK GAAP’’ generally accepted accounting principles in the United Kingdom; ‘‘UK Listing Authority’’ the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of FSMA; ‘‘UK Sharesave Scheme’’ the sharesave scheme forming part of the Royal Dutch/Shell Group Share Plans; ‘‘uncertificated’’ or ‘‘in a share or other security recorded on the relevant register of the uncertificated form’’ share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CRESTCo Regulations, may be transferred by means of CREST; ‘‘UNCITRAL Arbitration the UNCITRAL Arbitration Rules 1976 adopted by the United Rules’’ Nations’ Commission on International Trade Law; ‘‘Unification Protocol’’ the unification protocol entered into by Royal Dutch and Shell Transport on 28 October 2004;

457 ‘‘United Kingdom’’ or ‘‘UK’’ the United Kingdom of Great Britain and Northern Ireland; ‘‘United States’’ or ‘‘US’’ the United States of America, its territories and possessions and any State of the United States of America and the District of Columbia; ‘‘US Exchange Act’’ the US Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; ‘‘US ‘‘A’’ Exchange Agent’’ JP Morgan Chase Bank, N.A.; ‘‘US GAAP’’ generally accepted accounting principles in the United States; ‘‘US holder’’ a holder of Royal Dutch Shares located in the United States; ‘‘US Prospectus’’ the prospectus dated 19 May 2005 forming part of the US Registration Statement which is addressed to all holders of Royal Dutch New York Registered Shares and US holders of Royal Dutch Bearer Shares and Royal Dutch Hague Registered Shares; ‘‘US Registration Statement’’ the registration statement on Form F-4 dated 19 May 2005, including the US Prospectus and all documents incorporated by reference therein; ‘‘US Securities Act’’ the US Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; ‘‘Voting Record Time’’ in relation to the Court Meeting and the Shell Transport EGM, 6.00 p.m. on 26 June 2005 or, if either of the Court Meeting or the Shell Transport EGM is adjourned, 6.00 p.m. on the day preceding the date of the adjourned Court Meeting or Shell Transport EGM; and ‘‘Working Group’’ a working group of senior ﬁnance, accounting and legal personnel from Royal Dutch, Shell Transport and the Royal Dutch/Shell Group formed to assist the Steering Group in its review of the structure and overall governance of the Royal Dutch/Shell Group.

458 O U48216