ANNUAL REPORT Royal Dutch Shell plc Annual Report and Form 20-F for the year ended December 31, 2014 CONTENTS 01 99 INTRODUCTION FINANCIAL 01 Form 20-F STATEMENTS AND 02 Cross reference to Form 20-F 04 Terms and abbreviations SUPPLEMENTS 05 About this Report 99 Consolidated Financial Statements 142 Supplementary information – oil and gas (unaudited) 06 160 Parent Company Financial Statements STRATEGIC REPORT 171 Royal Dutch Shell Dividend Access 06 Chairman’s message Trust Financial Statements 07 Chief Executive Officer’s review 09 Business overview 179 11 Risk factors 15 Strategy and outlook ADDITIONAL 16 Market overview INFORMATION 18 Summary of results 179 Shareholder information 20 Performance indicators 185 Section 13(r) of the US Securities 22 Selected financial data Exchange Act of 1934 disclosure 23 Upstream 186 Non-GAAP measures reconciliations 40 Downstream 187 Exhibits 47 Corporate 48 Liquidity and capital resources 52 Environment and society 56 Our people 58 GOVERNANCE 58 The Board of Royal Dutch Shell plc 61 Senior Management 62 Directors’ Report 65 Corporate governance 76 Audit Committee Report 79 Directors’ Remuneration Report Cover photo Designed by Conran Design Group ThephotoshowsaShellemployeeatShell Typeset by RR Donnelley Technology Centre Amsterdam (STCA). 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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 20-F ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 Commissionfile number 1-32575 Royal Dutch Shell plc (Exact name of registrant as specified in its charter) Englandand Wales (Jurisdiction of incorporation or organisation) Carel van Bylandtlaan 30, 2596 HR, The Hague, The Netherlands Tel. no: 011 31 70 377 9111 [email protected] (Address of principal executive offices) Securities registered pursuant to Section 12(b) of the Act Title of Each Class Nameof Each Exchange on Which Registered American Depositary Shares representing two A ordinary shares NewYorkStockExchange of the issuer with a nominal value of €0.07 each American Depositary Shares representing two B ordinary shares NewYorkStockExchange of the issuer with a nominal value of €0.07 each 0.625% Guaranteed Notes due 2015 New York Stock Exchange 3.1% Guaranteed Notes due 2015 New York Stock Exchange 3.25% Guaranteed Notes due 2015 New York Stock Exchange Floating Rate Guaranteed Notes due 2015 New York Stock Exchange Floating Rate Guaranteed Notes due 2016 New York Stock Exchange 0.9% Guaranteed Notes due 2016 New York Stock Exchange 1.125% Guaranteed Notes due 2017 New York Stock Exchange 5.2% Guaranteed Notes due 2017 New York Stock Exchange 1.9% Guaranteed Notes due 2018 New York Stock Exchange 2.0% Guaranteed Notes due 2018 New York Stock Exchange 4.3% Guaranteed Notes due 2019 New York Stock Exchange 4.375% Guaranteed Notes due 2020 New York Stock Exchange 2.375% Guaranteed Notes due 2022 New York Stock Exchange 2.25% Guaranteed Notes due 2023 New York Stock Exchange 3.4% Guaranteed Notes due 2023 New York Stock Exchange 6.375% Guaranteed Notes due 2038 New York Stock Exchange 5.5% Guaranteed Notes due 2040 New York Stock Exchange 3.625% Guaranteed Notes due 2042 New York Stock Exchange 4.55% Guaranteed Notes due 2043 New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: none Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: none Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. Outstandingasof December 31, 2014: 3,867,361,824 A ordinary shares with a nominal value of €0.07 each. 2,427,675,757 B ordinary shares with a nominal value of €0.07 each. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Í Yes ‘ No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file to Section 13 pursuant reports or 15(d) of the Securities Exchange Act of 1934. ‘ Yes Í No Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Í Yes ‘ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Í Yes ‘ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Í Accelerated filer ‘ Non-accelerated filer ‘ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ‘ International Financial Reporting Standards as issued by the International Accounting Standards Board. Í Other ‘ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ‘ Item 18 ‘ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ‘ Yes Í No Copies ofnotices andcommunications from the Securities and Exchange Commission should be sent to: Royal Dutch Shell plc Carel van Bylandtlaan 30 2596 HR, The Hague, The Netherlands Attn: Michiel Brandjes 02 INTRODUCTION CROSS REFERENCE TO FORM 20-F SHELL ANNUAL REPORT AND FORM 20-F 2014 CROSS REFERENCE TO FORM 20-F Part I Pages Item 1. Identity of Directors, Senior Management and Advisers N/A Item 2. Offer Statistics and Expected Timetable N/A Item 3. Key Information A. Selected financial data 22, 181 B. Capitalisation and indebtedness 50, 51 C. Reasons for the offer and use of proceeds N/A D. Risk factors 11-14 Item 4. Information on the Company A. History and development of the company 9, 15,18, 23-30, 32, 40-42, 179, 186 B. Business overview 9-21, 23-47, 52-57, 142-150, 158-159, 185 C. Organisational structure 9, E2-E3 D. Property, plant and equipment 15, 18-19, 23-46, 52-56, 142-159 Item 4A. Unresolved Staff Comments N/A Item 5. Operating and Financial Review and Prospects A. Operating results 10-14, 18-47, 131-136 B. Liquidity and capital resources 15, 18-19, 23-24, 32, 40-42, 48-51, 70, 114-115, 123-126, 131-136, 166, 177-178 C. Research and development, patents and licences, etc. 10, 64, 112 D. Trend information 9-10, 15-21, 23-26, 40-46 E. Off-balance sheet arrangements 51 F. Tabular disclosure of contractual obligations 51 G. Safe harbour 51 Item 6. Directors, Senior Management and Employees A. Directors and senior management 58-61, 66-67 B. Compensation 81-90 C. Board practices 58-60, 62-81, 90, 97 D. Employees 56, 140 E. Share ownership 57, 81-98, 115-116, 137, 179 Item 7. Major Shareholders and Related Party Transactions A. Major shareholders 74-75, 179-180 B. Related party transactions 63, 113, 122, 140-141, 169-170, 178 C. Interests of experts and counsel N/A Item 8. Financial Information A. Consolidated Statements and Other Financial Information 48-51, 99-141, 160-178 B. Significant changes 64 Item 9. The Offer and Listing A. Offer and listing details 182 B. Plan of distribution N/A C. Markets 179 D. Selling shareholders N/A E. Dilution N/A F. Expenses of the issue N/A Item 10. Additional Information A. Share capital 49, 57, 64, 86-88, 109, 136-137, 164, 167-169, 176, 179 B. Memorandum and articles of association 71-75 C. Material contracts N/A D. Exchange controls 184 E. Taxation 184-185 F. Dividends and paying agents 62, 71-73, 179, 183, back cover G. Statement by experts N/A H. Documents on display 5 I. Subsidiary information N/A Item 11. Quantitative and Qualitative Disclosures About Market Risk 70-71, 111-117, 122, 131-136, 167, 177-178 Item 12. Description of Securities Other than Equity Securities 179, 183-184 INTRODUCTION 03 SHELL ANNUAL REPORT AND FORM 20-F 2014 CROSS REFERENCE TO FORM 20-F Part II Pages Item 13. Defaults, Dividend Arrearages and Delinquencies N/A Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds N/A Item 15. Controls and Procedures 70-71, 105, 173, E4-E5 Item 16. [Reserved] Item 16A. Audit committee financial expert 65, 76 Item 16B.