SEE INSIDE FOR NEWS OF RETAIL SHAREHOLDERS PRESENTATION IN LONDON NOTICE OF ANNUAL GENERAL MEETING ROYAL DUTCH SHELL PLC CIRCUSTHEATER, CIRCUSSTRAAT 4, THE HAGUE, THE NETHERLANDS TUESDAY MAY 21, 2013 AT 10:00 (DUTCH TIME) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about what action to take, you should seek your own personal advice immediately from a financialadvisor authorised under the Financial Services and Markets Act 2000 if you are in the UK or, if you are not, from another appropriately authorised financialadvisor . If you have sold or transferred all your shares in Royal Dutch Shell plc (the “Company”), please give this letter and the accompanying documents to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser. 2449_SHE_Notice_of_Meeting_ENG_20.indd 1 27-03-13 10:43 2 Notice of Meeting 2013 | reports.shell.com 3 8 15 CHAIRMAN’S LETTER BIOGRAPHIES RETAIL SHAREHOLDERS PRESENTATION, LONDON 4 10 NOTICE OF ANNUAL SHAREHOLDER NOTES GENERAL MEETING 14 6 ATTENDANCE EXPLANATORY NOTES ARRANGEMENTS ON RESOLUTIONS AVAILABILITY OF DOCUMENTS E-COMMUNICATION The Company’s Annual Report and Form 20-F for the year If you are a registered shareholder and hold your shares ended December 31, 2012 and the Annual Review and in your own name, or you hold your shares in the Royal Summary Financial Statements 2012 can be found at Dutch Shell Corporate Nominee, you can choose to view www.shell.com/annualreport shareholder communications (for example, the Company’s and the 2013 Notice of Meeting can be found at Annual Report and Annual Review and Summary Financial www.shell.com/agm Statements) by means of our website instead of receiving paper communications. If you opt for website communications If you would like, free of charge, a paper copy of any of these and provide us with your email address by registering documents [A], please contact one of the following: online at www.shareview.co.uk/clients/shell, you will be sent a notification by email whenever such shareholder THE NETHERLANDS communications are added to our website, or in the absence +31 (0)72 567 1001 of an email address you will be sent a notification by post. If you choose to view shareholder communications by means of UNITED KINGDOM our website, you may change your mind at any time or request, +44 (0)121 415 7073 free of charge, a copy of the communication in paper form, by contacting our Registrar at the address below. UNITED STATES +1 888 301 0504 EQUINITI Aspect House [A] The Annual Review and Summary Financial Statements 2012 and the Spencer Road 2013 Notice of Meeting are available in English and in Dutch. 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ROYAL DUTCH SHELL PLC Registered in England and Wales, Company number 4366849 Registered office: Shell Centre, London SE 1 7NA, United Kingdom Headquarters: Carel van Bylandtlaan 30, 2596 HR The Hague, The Netherlands Designed by Studio Dumbar Registered with the Dutch Trade Register under number Printed by Tuijtel under ISO 14001 34179503 2449_SHE_Notice_of_Meeting_ENG_20.indd 2 27-03-13 10:43 reports.shell.com | Notice of Meeting 2013 3 Chairman’s Letter CHAIRMAN’S LETTER DIRECTORS VOTING I would like in particular to bring to your All resolutions for consideration at the attention Resolutions 3 to 13, which relate AGM will be decided on a poll rather to the re-appointment of Directors. than a show of hands. This means that a shareholder has one vote for every share In line with the UK Corporate Governance held. If you are not able to come to the Code, all Directors will retire at the AGM AGM in person, I would urge you to vote and, subject to the Articles of Association by following the guidance notes on pages and their wish to continue as a Director 10 to 13. of the Company, seek re-appointment by shareholders. Christine Morin-Postel and Yours faithfully, Dear Shareholder, Jeroen van der Veer will not be seeking re-appointment and will be standing down Jorma Ollila I am pleased to invite you to the Company’s having served as Non-executive Directors Chairman Annual General Meeting (AGM) which will since July 2004 and July 2009 respectively. March 19, 2013 be held in the Circustheater, Circusstraat 4, 2586 CW The Hague, The Netherlands Christine Morin-Postel has served with on Tuesday May 21, 2013. We have in distinction as a Non-executive Director previous years had an audio-visual link to a of the Company, particularly in her role satellite meeting place in London, however as Chairman and member of the Audit following feedback from shareholders, it Committee, and I would like to thank her has become apparent this arrangement did for her long and distinguished service. RETAIL SHAREHOLDERS not satisfy either shareholders present in Jeroen van der Veer has in total completed PRESENTATION, LONDON The Hague or London. Given this feedback, 42 years with the Company, 16 years as A presentation by Peter Voser, Chief and the small percentage of votes cast by a Director, including as the Chief Executive Executive Offi cer and Simon Henry, shareholders present in London compared during a diffi cult period followed by the Chief Financial Offi cer has been with the total votes cast at the meeting successful unifi cation, and I would also like arranged for shareholders at 11:00 (UK (approximately 0.005% at the 2012 to thank him for his enormous contribution time) on Thursday May 23, 2013 – two AGM), we have decided that there will not to Shell. days after the AGM – at The Mermaid be an audio-visual link to a satellite meeting Conference and Events Centre, Puddle place in London this year. The AGM At this AGM, shareholders will also be Dock, Blackfriars, London EC4V 3DB, will, however, be webcast on the day so asked to vote on the re-appointment of United Kingdom. The presentation is shareholders unable to attend in person can Gerrit Zalm as a Director of the Company. not part of the AGM; it is a separate still follow proceedings. We were delighted to announce in meeting and, whilst all shareholders are December last year that Gerrit had agreed invited to attend, it may be of particular Separately a presentation by Peter Voser, to join the Board with effect from January 1, interest to UK resident shareholders Chief Executive Offi cer and Simon Henry, 2013. who wish to hear about the Company’s Chief Financial Offi cer has been arranged progress and ask the Chief Executive in London two days after the AGM. The I believe that the re-appointments proposed Offi cer or Chief Financial Offi cer presentation is not part of the AGM; it is a in Resolutions 3 to 13 are in the best questions in person. separate meeting and whilst all shareholders interests of the Company. The biographical are invited to attend, it may be of particular details of each Director are given on pages Further details can be found on page 15. interest to UK resident shareholders who 8 and 9 and I hope you will vote in support wish to hear about the Company’s progress of these resolutions. and ask the Chief Executive Offi cer or Chief Financial Offi cer questions in person. QUESTION AND ANSWER SESSION AGM WEBCAST The AGM provides an opportunity for you If you are unable to come to the AGM BUSINESS OF THE AGM to ask questions about the business set out you can watch via our webcast which The business to be conducted at the AGM in this Notice and to raise other matters will be broadcast live at 10:00 (Dutch is set out in this Notice with explanatory about the business of the Company. As time), 09:00 (UK time) on the day of notes concerning each of the resolutions. Chairman of the meeting, I will endeavour the meeting. Shareholders who wish to The business is mainly of a routine nature to ensure that discussions are kept relevant follow the AGM via the webcast should for a listed company and your Board and that as many shareholders as possible log on to www.shell.com/agm/webcast recommends that you vote in favour of have the opportunity to speak. and follow the online instructions. Resolutions 1 to 19. The meeting will be conducted in English although there will be Further details can be found on page 11. Dutch translation facilities available. 2449_SHE_Notice_of_Meeting_ENG_20.indd 3 27-03-13 10:43 4 Notice of Meeting 2013 | reports.shell.com Notice of Annual General Meeting NotiCE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual RESOLUTION 7 each case, during this period the Company General Meeting (the “AGM“) of Royal That Gerard Kleisterlee be re-appointed as may make offers and enter into agreements Dutch Shell plc (the “Company”) will be a Director of the Company. which would, or might, require shares to held at the Circustheater, Circusstraat 4, be allotted or rights to subscribe for or to The Hague, The Netherlands at 10:00 RESOLUTION 8 convert securities into shares to be granted (Dutch time) on Tuesday May 21, 2013 for That Jorma Ollila be re-appointed as a after the authority ends and the Board may the purposes of considering the following Director of the Company.