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, 2005 Commission file number 1-32575 Royal Dutch Shell plc (Exact name of registrant as specified in its charter) England and Wales (Jurisdiction of incorporation or organisation) Carel van Bylandtlaan 30, 2596 HR, The Hague, The Netherlands tel. no: (011 31 70) 377 9111 (Address of principal executive offices) Securities Registered Pursuant to Section 12(b) of the Act Title of Each Class Name of Each Exchange on Which Registered American Depositary Receipts representing Class A ordinary shares of the New York Stock Exchange issuer of an aggregate nominal value €0.07 each American Depositary Receipts representing Class B ordinary shares of the New York Stock Exchange issuer of an aggregate nominal value of €0.07 each Securities Registered Pursuant to Section 12(g) of the Act None Securities For Which There is a Reporting Obligation Pursuant to Section 15(d) of the Act None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. Outstanding as of December 31, 2005: 3,817,240,213 Class A ordinary shares of the nominal value of €0.07 each. 2,707,858,347 Class B ordinary shares of the 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. ✓ Yes No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes✓ 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. ✓ 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 ✓ Accelerated filer Non-accelerated filer 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✓ No Copies of notices and communications from the Securities and Exchange Commission should be sent to: Royal Dutch Shell plc Carel van Bylandtlaan 30 2596 HR, The Hague, The Netherlands Attn: Mr. M. Brandjes 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 7-9, 212 B. Capitalisation and indebtedness N/A C. Reasons for the offer and use of proceeds N/A D. Risk factors 15–17 Item 4. Information on the Company A. History and development of the company 6, 12, 17, 21, 23-24, 27, 33-42, 44-47, 55-58, 60-63, 181 B. Business overview 12-18, 20-42, 44-58, 60-63, 66-70, 157-163 C. Organisational structure 6, 199-200 D. Property, plants and equipment 12-14, 17, 20-42, 44-58, 60-63, 65-70 Item 4A. Unresolved Staff Comments N/A Item 5. Operating and Financial Review and Prospects A. Operating results 7-9, 12-18, 20-42, 44-58, 60-74, 157-177 B. Liquidity and capital resources 62-65 C. Research and development, patents and licences, etc. 21, 36-37, 42, 47, 58, 61, 75 D. Trend information 12-18, 20-42, 44-47, 54-58, 60-70 E. Off-balance sheet arrangements 63 F. Tabular disclosure of contractual obligations 65 G. Safe harbour N/A Item 6. Directors, Senior Management and Employees A. Directors and senior management 4–5 B. Compensation 84-101 C. Board practices 5, 79-85 D. Employees 71-72 E. Share ownership 73-74, 178 Item 7. Major Shareholders and Related Party Transactions A. Major shareholders 78, 178, 183 B. Related party transactions 186, 197, 208 C. Interests of experts and counsel N/A Item 8. Financial Information A. Consolidated Statements and Other Financial Information 50-51, 75, 102-155, 187-208, 210-211 B. Significant Changes 75, 198 Item 9. The Offer and Listing A. Offer and listing details 178-179, 209 B. Plan of distribution N/A C. Markets 178 D. Selling shareholders N/A E. Dilution N/A F. Expenses of the issue N/A Item 10. Additional Information A. Share capital N/A B. Memorandum and articles of association 180-184 C. Material contracts 76, 94-95 D. Exchange controls 184 E. Taxation 184-185 F. Dividends and paying agents N/A G. Statement by experts N/A H. Documents on display iii I. Subsidiary Information N/A Item 11. Quantitative and Qualitative Disclosures About Market Risk 17, 164-177 Item 12. Description of Securities Other than Equity Securities N/A 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 18, 82-83 Item 16. [Reserved] Item 16A. Audit committee financial expert 80 Item 16B. Code of Ethics 79 Item 16C. Principal Accountant Fees and Services 73, 81 Item 16D. Exemptions from the Listing Standards for Audit Committees 79 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 64 Part III Pages Item 17. Financial Statements N/A Item 18. Financial Statements 102-155, 187-208 Item 19. Exhibits 213 ii About this Report This Report combines the Annual Report and Accounts and the Annual Report on Form 20-F (“Report”) for the year ended December 31, 2005, for Royal Dutch Shell plc (“Royal Dutch Shell”) and its subsidiaries. It presents the Consolidated Financial Statements of Royal Dutch Shell (pages 102–155) and the parent company-only Financial Statements of Royal Dutch Shell (pages 187–200). This Report complies with all applicable UK regulations. The official English language version of this Report prevails for statutory purposes. The Dutch language version of the Report is a convenience translation only. This Report also includes the disclosure included in the Annual Report on Form 20-F for the year ended December 31, 2005 as filed with the U.S. Securities and Exchange Commission (“SEC”). Cross references to Form 20-F are set out on the previous page of this Report. In this Report “Group” is defined as Royal Dutch Shell together with all of its consolidated subsidiaries. The expressions “Shell”, “Group”, “Shell Group” and “Royal Dutch Shell” are sometimes used for convenience where references are made to the Group or Group companies in general. Likewise, the words “we”, “us” and “our” are also used to refer to Group companies in general or to those who work for them. These expressions are also used where no useful purpose is served by identifying the particular company or companies. The expression “Group companies” as used in this Report refers to companies in which Royal Dutch Shell either directly or indirectly has control, by having either a majority of the voting rights or the right to exercise a controlling influence. The companies in which the Group has significant influence but not control are referred to as “associated companies” or “associates” and companies in which the Group has joint control are referred to as “jointly controlled entities”. In this Report, associates and jointly controlled entities are also referred to as “equity accounted investments”. The expression “operating companies” as used in the Report refers to those Group and equity accounted investments that are engaged in the exploration for and extraction of oil and natural gas and delivery of these hydrocarbons to market, the marketing and trading of natural gas and electricity, the conversion of natural gas to liquids and the refining of crude oil into products including fuels, lubricants, petrochemicals, and other industry segments such as Hydrogen and Renewables. The term “Group interest” is used for convenience to indicate the direct and/or indirect equity interest held by the Group in a venture, partnership or company (i.e., after exclusion of all third-party interests). Except as otherwise specified, the figures shown in the tables in this Report represent those in respect of Group companies only, without deduction of minority interests. However, where figures are given specifically for oil production (net of royalties in kind), natural gas production available for sale, and both the refinery processing intake and total oil product sales volumes, the term “Group share” is used for convenience to indicate not only the volumes to which Group companies are entitled (without deduction in respect of minority interests in Group companies) but also the portion of the volumes of associated companies and jointly controlled entities to which Group companies are entitled or which is proportionate to the Group interest in those companies.