REG-Royal Dutch Shell: BG shareholders vote in favour of Shell and BG <Origin Href="QuoteRef">RDSa.L</Origin>

ShellAnnouncement

28/01/2016 14:30

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For immediate release

BG shareholders vote in favour of the recommended combination between Shell and
BG

The Hague, January 28, 2016 - Royal Dutch Shell plc ("Shell") notes the
positive result of the BG Group plc ("BG") shareholder meetings held earlier
today and is pleased to note that BG shareholders voted in favour of the
recommended combination between Shell and BG.  Further details on the
resolutions passed by the BG shareholders can be found at www.bg-group.com.

The transaction is expected to complete on February 15, 2016, subject to the
satisfaction or waiver of certain customary conditions, including the sanction
of the scheme of arrangement to implement the combination by the High Court of
Justice.

Commenting on the BG shareholder vote, Ben van Beurden, CEO of Shell, said:

"I am very pleased that BG shareholders have voted in favour of the combination
and look forward to welcoming them onto our register when the transaction
closes. BG adds attractive deep water and integrated gas positions and will act
as a catalyst for accelerating the re-shaping of our business. We now look
forward delivering the benefits of the combination as quickly as possible
following completion."

Shell Shareholders may request a hard copy of this announcement by contacting
Equiniti during business hours on +44 (0)121 415 7073 or by submitting a
request in writing to Equiniti at Aspect House, Spencer Road, Lancing, West
Sussex BN99 6DA.

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Cautionary note

The companies in which Royal Dutch Shell plc directly and indirectly owns
investments are separate entities. In this announcement "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
announcement refer to companies in which 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 Shell has significant
influence but not control are referred to as "associated companies" or
"associates" and companies in which Shell has joint control are referred to as
"jointly controlled entities". In this announcement, associates and jointly
controlled entities are also referred to as "equity-accounted investments". 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 announcement contains forward looking statements concerning the financial
condition, results of operations and businesses of Shell and the Shell Group.
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 Shell and
the Shell Group 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", "seek", "should", "target", "will" and similar terms and phrases.
There are a number of factors that could affect the future operations of Shell
and the Shell Group and could cause those results to differ materially from
those expressed in the forward looking statements included in this
announcement, 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 announcement 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 factors that may affect future results are contained in Shell's 20-F
for the year ended December 31, 2014 (available at www.shell.com/investor and
www.sec.gov ). These factors also should be considered by the reader.  Each
forward looking statement speaks only as of the date of this announcement,
January 28, 2016. Neither Shell nor any of its subsidiaries nor the Shell Group
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
announcement.



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