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 Societ`a 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