Royal Dutch Shell plc Updates on Company Development and Recommended Combination
with BG Group plc 
THE HAGUE, July 30, 2015/PRNewswire-FirstCall/ -- 
NOT FOR RELEASE, PRESENTATION, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISIDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OF SUCH JURISDICTION.  

	    
    - Competitive performance in low oil prices; planning for prolonged downturn

    - Dividend commitment unchanged: 2015 $1.88/share, 2016 at least $1.88/share

    - Share buy-back commitment unchanged: $25 billion 2017-2020 
    - Operating cost reduction in 2015 totalling $4 billion (-10%); 6,500 job
reductions in
      2015  
    - Capital investment reduction in 2015 totalling $7 billion (-20%) 
    - Pro-forma capital investment 2016 for Shell + BG  expected to be around
$35 billion  
    - Further reductions in operating costs expected in 2016  
    - BG transaction on track - 'grow to simplify' leads to a more resilient and
competitive
      Shell  

			
Updating shareholders and investors at a presentation in London today, Shell's
CEO Ben van Beurden said: 
"Shell's integrated business and our performance drive are helping to mitigate
the impact of low oil prices on our bottom line. 
As our results today show, we're successfully reducing our capital spending and
operating costs, and delivering a competitive performance in today's oil market
downturn. 
We have to be resilient in a world where oil prices remain low for some time,
whilst keeping an eye on recovery. We're taking a prudent approach, pulling on
powerful financial levers to manage through this downturn, always making sure we
have the capacity to pay attractive dividends for shareholders. 
At the same time, we are making good progress with the recommended combination
with BG, which should enhance our free cash flow, create an IOC leader in LNG
and deep water innovation, and be a springboard to change Shell into a simpler
and more profitable company.  The regulatory filings process and integration
planning are both progressing well. 
We will re-shape the company once this transaction is complete. This will
include reduced exploration spend, a fresh look at capital allocation in longer
term plays, and asset sales spanning upstream and downstream. This should
concentrate our portfolio into fewer, higher value positions, where we can apply
our know-how with better economy of scale. In essence, we 'grow to simplify'. 
The result should be a simpler, more profitable, resilient and competitive
Shell, able to deliver better returns to shareholders 
These are challenging times for the industry, and we are responding with urgency
and determination, but also with a great sense of excitement for the future." 
Pulling levers to manage returns in the downturn  
Today's oil price downturn could last for several years, and Shell's planning
assumptions reflect today's market realities. The company has to be resilient in
today's oil price environment, even though we see the potential for a return to
a $70-$90 oil price band in the medium term. 

	    
    - Gearing stands at 13% relative to 12% at end 2014, despite lower oil
prices,
      reflecting good operational performance during the downturn and the
introduction of
      the scrip dividend
    - Operating costs are expected to fall by over $4 billion, or around 10%, in
2015, as
      our sustainable cost reduction programmes gather pace. We plan to reduce
costs further
      in 2016.
    - We are anticipating some 6,500 staff and direct contractor reductions in
2015
    - 2015 capital investment is expected to be around $30 billion, a reduction
of $3
      billion since Shell's last update in April, and $7 billion from 2014
levels,
      reflecting cost reductions, project cancellations and re-phasing of growth
options.
      Overall this is a reduction of 20% from 2014 levels, and 35% compared to
2013.
    - Shell continues to review both the ongoing projects under construction,
and the medium
      term investment options, to balance returns, affordability and medium term
growth
      potential
    - Underlying performance in each of the focus areas of Resources Plays, Oil
Products and
      the mature Upstream 'engines' business has improved compared with 2014, as
we continue
      to restructure there
    - Asset sales should total $20 billion for 2014 and 2015 combined, despite
weak market
      conditions
    - At the same time, Shell is continuing to invest in significant new
projects, which
      should add material cash flow and free cash flow in the medium term

			
Progressing with the recommended combination with BG: 'grow to simplify'  
In April 2015, Shell announced its recommended combination with BG. 

	    
    - Enhanced free cash flow - this enhances Shell's dividend potential in any
expected
      oil price environment.
    - An IOC LNG and deep water innovation leader - accelerating and de-risking
our current
      strategy.
    - Springboard to change Shell - asset sales and refocused spending would
result in a
      simpler, more focused company, concentrated around three pillars -
upstream and
      downstream engines, deep water and LNG.
    - We remain on track for completion in early 2016, as planned. We are making
good
      progress with the regulatory approvals process, including approvals
received from
      Brazil CADE, South Korea FTC and US FTC. Pre-conditional filings have been
submitted,
      covering Australia, China and the EU, and we are progressing well in other
      jurisdictions.
    - A joint team has been established with BG to plan for a world class
integration of the
      two companies once the transaction has closed, and to retain the top
talent from both
      companies.
    - Synergies from the transaction should be at least $2.5 billion per year
from 2018,
      subject to the bases of belief, principal assumptions and sources of
information set
      out in Appendix 5 to the announcement of the recommended combination.  
    - By combining Shell's current complementary positions with BG's LNG and
deep water
      assets, Shell can add significant value - beyond the announced synergies -
by applying
      its technology and know-how at greater scale, at a lower cost,
concentrating on areas
      of existing competitive advantage, and through better optimization of the
combined
      portfolio.
    - Pro-forma combined capital investment for Shell and BG in 2016 is expected
to be
      around $35 billion in the current environment.
    - Shell expects $30 billion of asset sales between 2016 and 2018, as the
combined
      portfolios are restructured.
    - The free cash flow expansion expected from BG's Australia and Brazil
growth is a
      natural fit with Shell's 2017+ free cash flow growth potential.
    - This in turn enhances Shell's continued intention to pay a dividend of
$1.88/share for
      2015 and at least $1.88/share for 2016, and reflects confidence in future
financial
      capacity.
    - Share buy-back of at least $25 billion expected for 2017-2020, subject to
the
      assumptions set out in the announcement of the recommended combination,
supported by
      the re-shaping of the portfolio we are planning, and enhanced free cash
flow from the
      combination with BG.

			
Analyst and investor presentation  
Shell will be presenting to investors and analysts on company development and
the recommended combination with BG Group plc at 14.00-17.00 UK time today. 
There will also be live webcasts of these presentations. Information on how to
access the live audio webcast can be found at http://www.shell.com 
Subject to certain restrictions, the recorded presentation and the accompanying
slides will be available to all interested parties at http://www.shell.com .
Your attention is also drawn to the important information at the back of this
Announcement. 
Publication on website  
Subject to certain restrictions, a copy of this announcement is also available
on the website of Shell at http://www.shell.com , in accordance with Rule 26.1
of the Takeover Code. 
CAUTIONARY STATEMENT 
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 recommended combination of Royal Dutch Shell plc ("Shell") and
BG Group plc ("BG") (the "Combination") or otherwise nor shall there be any
sale, issuance or transfer of securities of Shell or BG pursuant to the
Combination in any jurisdiction in contravention of applicable laws. 
No statement in this announcement (including the statement of estimated
synergies) is intended as a profit forecast or estimate for any period and no
statement in this announcement should be interpreted to mean that cash flow or
earnings per share for the current or future financial years would necessarily
match or exceed the historical published cash flow or earnings per share for
Shell or BG, as appropriate. 
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 ("Takeover 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 the
announcement published on 8 April, 2015 in connection with the Combination. 
All amounts shown throughout this announcement are unaudited. 
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 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". 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 Royal Dutch Shell and of the
Combination. 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, BG and the combined 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", "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 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 risk factors that may affect future results are contained
in Royal Dutch Shell's Form 20-F for the year ended December 31, 2014 (available
at http://www.shell.com/investor and http://www.sec.gov ). These risk factors
also expressly qualify all forward-looking statements contained in this
announcement and should be considered by the reader. Each forward-looking
statement speaks only as of the date of this announcement, July 30, 2015.
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 announcement. There can be
no assurance that dividend payments will match or exceed those set out in this
announcement in the future, or that they will be made at all. 
We may have used certain terms, such as resources, in this announcement that the
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 http://www.sec.gov . You can also obtain this form from the SEC by
calling 1-800-SEC-0330. 
Contacts: 
- Investor Relations: International +31-(0)70-377-4540; North America
+1-832-337-2034 
- Media: International +44-(0)207-934-5550; USA +1-713-241-4544 


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This Report on Form 6-K is incorporated by reference into:

a) the Registration Statement on Form F-3 of Royal Dutch Shell plc and Shell
International Finance B.V. (Registration Numbers 333-199736 and 333-199736-01);
and

b) the Registration Statements on Forms S-8 of Royal Dutch Shell plc 
(Registration Numbers 333-126715, 333-141397, 333-171206, 333-192821 and
333-200953).