REG-Royal Dutch Shell: 2ND QUARTER 2016 SCRIP DIVIDEND REFERENCE SHARE PRICE <Origin Href="QuoteRef">RDSa.L</Origin>

ShellAnnouncement

19/08/2016 12:00

ROYAL DUTCH SHELL PLC SECOND QUARTER 2016 SCRIP DIVIDEND PROGRAMME REFERENCE
SHARE PRICE

The Board of Royal Dutch Shell plc (“RDS”) today announced the Reference
Share Price in respect of the second quarter interim dividend of 2016, which
was announced on July 28, 2016 at $0.47 per A ordinary share (“A Share”)
and B ordinary share (“B Share”) and $0.94 per American Depository Share
(“ADS”).

Reference Share Price

The Reference Share price is used for calculating a Participating
Shareholder’s entitlement under the Scrip Dividend Programme, as defined
below.

                              Q2 2016  
 Reference Share price (US$)  25.105   

The Reference Share Price is the US dollar equivalent of the average of the
closing price for the Company’s A Shares listed on Euronext Amsterdam for
the five dealing days commencing on (and including) the date on which the
Shares are first quoted ex-dividend in respect of the relevant dividend.

The Reference Share Price is calculated by reference to the Euronext Amsterdam
closing price in euro. The US dollar equivalent of the closing price on each
of the dealing days referred to above is calculated using a market currency
exchange rate prevailing at the time.

Reference ADS Price

ADS stands for “American Depositary Share”. ADR stands for “American
Depositary Receipt”. An ADR is a certificate that evidences ADSs (though the
terms ADR and ADS are often used interchangeably).  ADSs are listed on the
NYSE under the symbols RDS.A and RDS.B.  Each ADS represents two ordinary
shares, two ordinary A Shares in the case of RDS.A or two ordinary B Shares in
the case of RDS.B.

                            Q2 2016  
 Reference ADS price (US$)  50.210   

The Reference ADS Price equals the Reference Share Price of the two A Shares
underlying each new A ADS. 

Scrip dividend programme

RDS provides shareholders with a choice to receive dividends in cash or in
shares via the Programme.

Under the Programme shareholders can increase their shareholding in RDS by
choosing to receive new shares instead of cash dividends, if approved by the
Board.   Only new A Shares will be issued under the Programme, including to
shareholders who currently hold B Shares.

In some countries, joining the Programme may currently offer a tax advantage
compared with receiving cash dividends. In particular, dividends paid out as
shares by the Company will not be subject to Dutch dividend withholding tax
(currently 15 per cent), unlike cash dividends paid on A shares, and they will
not generally be taxed on receipt by a UK shareholder or a Dutch shareholder.

Shareholders who elect to join the Programme will increase the number of
shares held in RDS without having to buy existing shares in the market,
thereby avoiding associated dealing costs.

Shareholders who do not join the Programme will continue to receive in cash
any dividends approved by the Board.

Shareholders who held only B Shares and joined the Programme are reminded they
will need to make a Scrip Dividend Election in respect of their new A Shares
if they wish to join the Programme in respect of such new shares.  However,
this is only necessary if the shareholder has not previously made a Scrip
Dividend Election in respect of any new A Shares issued.

For further information on the Programme, including how to join if you are
eligible, please refer to the appropriate publication available on
www.shell.com/scrip.

Royal Dutch Shell plc

The Hague, August 18, 2016

ENQUIRIES:

Investor Relations:

Europe                        + 31 (0) 70 377 4540 

North America            +1 832 337 2034

Media:

International                +44 (0) 207 934 5550

Americas                     +1 713 241 4544

CAUTIONARY NOTE

The companies in which Royal Dutch Shell plc directly and indirectly owns
investments are separate legal entities. In this release “Shell”, “Shell
group” and “Royal Dutch Shell” are sometimes used for convenience where
references are made to Royal Dutch Shell plc and its subsidiaries in general.
Likewise, the words “we”, “us” and “our” are also used to refer to
subsidiaries 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. ‘‘Subsidiaries’’, “Shell subsidiaries” and
“Shell companies” as used in this release refer to companies over which
Royal Dutch Shell plc  either directly or indirectly has control. Entities
and unincorporated arrangements over which Shell has joint control are
generally referred to as “joint ventures” and “joint operations”
respectively.  Entities over which Shell has significant influence but
neither control nor joint control are referred to as “associates”. The
term “Shell interest” is used for convenience to indicate the direct
and/or indirect ownership interest held by Shell in a venture, partnership or
company, after exclusion of all third-party interest.

This release contains forward-looking statements concerning the financial
condition, results of operations and businesses of Royal Dutch Shell. All
statements other than statements of historical fact are, or may be deemed to
be, forward-looking statements. Forward-looking statements are statements of
future expectations that are based on 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. Forward-looking statements include,
among other things, statements concerning the potential exposure of Royal
Dutch Shell to market risks and statements expressing management’s
expectations, beliefs, estimates, forecasts, projections and assumptions.
These forward-looking statements are identified by their use of terms and
phrases such as ‘‘anticipate’’, ‘‘believe’’,
‘‘could’’, ‘‘estimate’’, ‘‘expect’’,
‘‘goals’’, ‘‘intend’’, ‘‘may’’,
‘‘objectives’’, ‘‘outlook’’, ‘‘plan’’,
‘‘probably’’, ‘‘project’’, ‘‘risks’’, “schedule”,
‘‘seek’’, ‘‘should’’, ‘‘target’’, ‘‘will’’ and
similar terms and phrases. There are a number of factors that could affect the
future operations of Royal Dutch Shell and could cause those results to differ
materially from those expressed in the forward-looking statements included in
this release, including (without limitation): (a) price fluctuations in crude
oil and natural gas; (b) changes in demand for Shell’s products; (c)
currency fluctuations; (d) drilling and production results; (e) reserves
estimates; (f) loss of market share and industry competition; (g)
environmental and physical risks; (h) risks associated with the identification
of suitable potential acquisition properties and targets, and successful
negotiation and completion of such transactions; (i) the risk of doing
business in developing countries and countries subject to international
sanctions; (j) legislative, fiscal and regulatory developments including
regulatory measures addressing climate change; (k) economic and financial
market conditions in various countries and regions; (l) political risks,
including the risks of expropriation and renegotiation of the terms of
contracts with governmental entities, delays or advancements in the approval
of projects and delays in the reimbursement for shared costs; and (m) changes
in trading conditions. All forward-looking statements contained in this
release are expressly qualified in their entirety by the cautionary statements
contained or referred to in this section. Readers should not place undue
reliance on forward-looking statements. Additional risk factors that may
affect future results are contained in Royal Dutch Shell’s 20-F for the year
ended December 31, 2015 (available at www.shell.com/investor and www.sec.gov
). These risk factors also expressly qualify all forward looking statements
contained in this release and should be considered by the reader.  Each
forward-looking statement speaks only as of the date of this release, August
18, 2016. Neither Royal Dutch Shell plc nor any of its subsidiaries undertake
any obligation to publicly update or revise any forward-looking statement as a
result of new information, future events or other information. In light of
these risks, results could differ materially from those stated, implied or
inferred from the forward-looking statements contained in this release.

We may have used certain terms, such as resources, in this release that United
States Securities and Exchange Commission (SEC) strictly prohibits us from
including in our filings with the SEC.  U.S. Investors are urged to consider
closely the disclosure in our Form 20-F, File No 1-32575, available on the SEC
website www.sec.gov.



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