REG-Royal Dutch Shell: Q4 2015 SCRIP DIVIDEND PROGRAMME REFERENCE SHARE PRICE <Origin Href="QuoteRef">RDSa.L</Origin>

ShellAnnouncement

25/02/2016 07:10

ROYAL DUTCH SHELL PLC FOURTH QUARTER 2015 SCRIP DIVIDEND PROGRAMME REFERENCE
SHARE PRICE

The Board of Royal Dutch Shell plc ("RDS") today announced the Reference Share
Price in respect of the fourth quarter interim dividend of 2015, which was
announced on February 4, 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.

                                      Q4 2015     
                                                  
Reference Share price (US$)           22.460      

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.

                                      Q4 2015     
                                                  
Reference ADS price (US$)             44.920      

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 a Scrip Dividend Programme ("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.

Joining the Programme may offer a tax advantage in some countries compared with
receiving cash dividends. In particular, dividends paid out as shares will not
be subject to Dutch dividend withholding tax (currently 15 per cent) and 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, February 25, 2016

ENQUIRIES:

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North America            +1 832 337 2034

Media:

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Americas                     +1 713 241 4544

CAUTIONARY NOTE:

The companies in which Royal Dutch Shell plc directly and indirectly owns
investments are separate 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. Companies over which Shell has joint control are
generally referred to as "joint ventures" and companies over which Shell has
significant influence but neither control nor joint control are referred to as
"associates". In this release, joint ventures and associates may also be
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 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, 2014 (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, February 25, 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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