REG-Royal Dutch Shell: Shell updates on its intentions for Shell-BG combination <Origin Href="QuoteRef">RDSa.L</Origin>

ShellAnnouncement

14/12/2015 10:40

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LAWS OF SUCH JURISDICTION

For immediate release

14 December 2015

Shell updates on its intentions for the combined Shell-BG group

The Hague, 14 December 2015 - In advance of completion of its recommended
combination with BG Group, Shell today announced further details of the
proposed operational and administrative restructuring under consideration. 
Shell expects the restructuring will be required to achieve the expected
benefits of the recommended combination, including previously disclosed and
reported-on pre-tax synergies of $3.5 billion (subject to the bases of belief,
principal assumptions and sources of information set out in the Appendix to the
announcement made by Shell on 3 November 2015 providing investors with a
strategic update).

Shell's expectation is that BG's business would be integrated into Shell's
businesses. As part of that, Shell proposes that office consolidation will be
undertaken where practical in certain locations around the world. With regards
to office footprint rationalisation in the UK, Shell will, following deal
completion, undertake a comprehensive review during the course of 2016.

Shell currently expects an overall potential reduction of approximately 2,800
roles globally across the combined group, or approximately 3% of the total
combined group workforce. These reductions are in addition to the previously
announced plans to reduce Shell's headcount and contractor positions by 7,500
globally.

The proposed changes are subject to deal completion, engagement with affected
employees and relevant employee representatives.  Further detailed work will be
undertaken on the details of the proposed operational and administrative
restructuring as part of ongoing integration planning. The deal remains on
track for completion in early 2016.

Ends

Enquiries:

Shell Media Relations

International:              +44 207 934 5550

Americas:                    +1 713 241 4544

Shell Investor Relations
Europe:                        + 31 70 377 4540

North America:           +1 832 337 2034

Additional Information

This announcement is not intended to and does not constitute or form part of
any offer to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Shell-BG combination or otherwise, nor shall there
be any sale, issuance or transfer of securities of Shell or BG pursuant to the
Shell-BG combination in any jurisdiction in contravention of applicable laws.

This announcement does not constitute a prospectus or prospectus equivalent
document.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements. The information disclosed may not be the same as that which would
have been disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.

No profit forecast

Statements of estimated cost savings and synergies relate to future actions and
circumstances which, by their nature, involve risks, uncertainties and
contingencies. As a result, the cost savings and synergies referred to may not
be achieved, may be achieved later or sooner than estimated, or those achieved
could be materially different from those estimated. For the purposes of Rule 28
of the City Code on Takeovers and Mergers ("Code"), the quantified financial
benefits statement contained in this announcement is the responsibility of
Shell and the Shell directors. Neither this statement nor any other statement
in this announcement should be construed as a profit forecast or interpreted to
mean that the combined group's earnings in the first full year following
implementation of the Combination, or in any subsequent period, would
necessarily match or be greater than or be less than those of Shell or BG for
the relevant preceding financial period or any other period. The bases of
belief, principal assumptions and sources of information in respect of the
quantified financial benefits statement, as well as the reports provided for
the purposes of Rule 28 of the Takeover Code by Deloitte LLP as reporting
accountant and Bank of America Merrill Lynch as financial adviser, are set out
in Shell's management day announcement on 3 November 2015.

Forward looking statements

This announcement contains certain forward looking statements with respect to
the financial condition, results of operations and businesses of Shell and BG
and their respective groups, and certain plans and objectives of Shell with
respect to the combined 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, BG and the combined

group to market risks and statements expressing management's expectations,
beliefs, estimates, forecasts, projections and assumptions, including as to
future potential cost savings, synergies, earnings, cash flow, return on
average capital employed, production and prospects. 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,
BG and the combined group and that could cause 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, BG and the combined
group'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 risk factors that may affect future results are
contained in Shell's Form 20-F for the year ended 31 December 2014 (available
at www.shell.com/investor and www.sec.gov). These risk factors expressly
qualify all forward looking statements contained in this Announcement and
should also be considered by the reader.

For a discussion of important factors which could cause actual results to
differ from forward looking statements relating to BG and the BG group, refer
to BG's Annual Report and Accounts for the year ended 31 December 2014.

Each forward looking statement speaks only as of the date of this Announcement.
None of Shell, the Shell group, BG or the BG group undertakes any obligation to
publicly update or revise any forward looking statement as a result of new
information, future events or otherwise, except to the extent legally required.
In light of these risks, results could differ materially from those stated,
implied or inferred from the forward looking statements contained in this
announcement.

In accordance with Rule 26.1 of the Code, a copy of this announcement is also
available on the website of Shell at: www.shell.com.

For the avoidance of doubt, the contents of the website referred to in this
announcement are not incorporated into and do not form part of this
announcement.



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