Bond Shell 5.5% ( US822582AN22 ) in USD

Shell

104.451 % ▲

United Kingdom

US822582AN22 ( in USD )

5.5% per year ( payment 2 times a year)

24/03/2040

Prospectus brochure of the bond Shell US822582AN22 en USD 5.5%, maturity 24/03/2040

1 000 USD

1 000 000 000 USD

822582AN2

AA- ( High grade - Investment-grade )

Aa2 ( High grade - Investment-grade )

25/03/2025 ( In 132 days )

The Bond issued by Shell ( United Kingdom ) , in USD, with the ISIN code US822582AN22, pays a coupon of 5.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 24/03/2040

The Bond issued by Shell ( United Kingdom ) , in USD, with the ISIN code US822582AN22, was rated Aa2 ( High grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Shell ( United Kingdom ) , in USD, with the ISIN code US822582AN22, was rated AA- ( High grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of

Title of Each Class of Securities to be Offered

Offering Price
Registration Fee(1)
1.875% Guaranteed Notes due 2013
$ 2,000,000,000 $
142,600
Guarantees of 1.875% Guaranteed Notes due 2013

--
(2)

4.375% Guaranteed Notes due 2020
$ 1,250,000,000 $
89,125
Guarantees of 4.375% Guaranteed Notes due 2020

--
(2)

5.500% Guaranteed Notes due 2040
$ 1,000,000,000 $
71,300
Guarantees of 5.500% Guaranteed Notes due 2040

--
(2)

Total
$ 4,250,000,000 $
303,025

(1) The registration fee of $303,025 is calculated in accordance with Rule 457(r) of the Securities Act
of 1933, as amended. Pursuant to Rule 457(p) under the Securities Act of 1933, as amended, the
$376,052.26 remaining of the previously paid registration fee with respect to the proposed offering
of unsold securities registered under the Registration Statement on Form F-3 (Registration Nos.
333-126726 and 333-126726-01) was carried forward for application in connection with offerings
under this registration statement. After application of the $303,025 registration fee due for this
offering, $73,027.26 remains available for future registration fees. Accordingly, no filing fee is
being paid at this time.

(2) Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees.
Filed pursuant to Rule 424(b)(3)

PROSPECTUS SUPPLEMENT
(To Prospectus dated November 7, 2008)
Registration Statement No. 333-155201

$4,250,000,000

Shell International Finance B.V.

$2,000,000,000 1.875% Guaranteed Notes due 2013
$1,250,000,000 4.375% Guaranteed Notes due 2020
$1,000,000,000 5.500% Guaranteed Notes due 2040

Guaranteed as to the Payment of Principal and Interest by

Royal Dutch Shell plc

Shell International Finance B.V. will pay interest on the 1.875% Guaranteed Notes due 2013 (the
"2013 notes"), the 4.375% Guaranteed Notes due 2020 (the "2020 notes") and the 5.500% Guaranteed
Notes due 2040 (the "2040 notes", and together with the 2013 notes and the 2020 notes, the "notes")
on March 25 and September 25 of each year, beginning on September 25, 2010. Shell International
Finance B.V. may redeem some or all of the notes at any time at the redemption price described in this
prospectus supplement. The 2013 notes will mature on March 25, 2013, the 2020 notes will mature on
March 25, 2020 and the 2040 notes will mature on March 25, 2040.

Payments of the principal and interest on the notes are fully and unconditionally guaranteed by
Royal Dutch Shell plc.

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Application will be made for listing of the notes on the New York Stock Exchange.

See the "Risk Factors" identified on page S-7 of this prospectus supplement for
a discussion of certain factors you should consider before investing in the notes.

The 2013 notes

The 2020 notes

The 2040 notes

Per note
Total
Per note
Total
Per note
Total

Public offering price(1)
99.881 % $ 1,997,620,000 99.528 % $ 1,244,100,000 99.520 % $ 995,200,000
Underwriting discount

.120 % $
2,400,000
.200 % $
2,500,000
.450 % $ 4,500,000
Proceeds before expenses, to
us
99.761 % $ 1,995,220,000 99.328 % $ 1,241,600,000 99.070 % $ 990,700,000

(1) Plus accrued interest from March 25, 2010 if settlement occurs after that date.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement
or the attached prospectus. Any representation to the contrary is a criminal offense.

The notes will be ready for delivery in book-entry form through the facilities of The Depository
Trust Company and its participants, including Euroclear Bank S.A./N.V. ("Euroclear") and
Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), on or about March 25, 2010.

Joint Book-Running Managers

Barclays Capital
Credit Suisse

RBS

The date of this prospectus supplement is March 18, 2010.
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TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
S-3
SUMMARY
S-4
CAPITALIZATION AND INDEBTEDNESS
S-7
USE OF PROCEEDS
S-7
DESCRIPTION OF NOTES
S-8
TAXATION
S-11
LEGAL MATTERS
S-12
EXPERTS
S-12
UNDERWRITING
S-13

PROSPECTUS
ABOUT THIS PROSPECTUS

3
ROYAL DUTCH SHELL PLC

4
SHELL INTERNATIONAL FINANCE B.V.

4
RISK FACTORS

4
FORWARD LOOKING STATEMENTS

7
WHERE YOU CAN FIND MORE INFORMATION

8
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
10
USE OF PROCEEDS
12
LEGAL OWNERSHIP
13
DESCRIPTION OF DEBT SECURITIES
15
DESCRIPTION OF ROYAL DUTCH SHELL WARRANTS
26
DESCRIPTION OF ROYAL DUTCH SHELL ORDINARY SHARES
28
DESCRIPTION OF ROYAL DUTCH SHELL AMERICAN DEPOSITARY RECEIPTS
38
CLEARANCE AND SETTLEMENT
45
TAXATION
50
PLAN OF DISTRIBUTION
66
EXCHANGE CONTROLS
68
LIMITATIONS ON RIGHTS TO OWN SECURITIES
68
LEGAL MATTERS
68
EXPERTS
68

You should rely on the information contained or incorporated by reference in this
prospectus supplement and the attached prospectus. We have not, and the underwriters have
not, authorized any other person to provide you with different information. We are not, and the
underwriters are not, making an offer to sell these securities in any jurisdiction where the offer
or sale is not permitted. You should not assume that the information appearing in this
prospectus supplement and the attached prospectus, as well as information in documents
incorporated by reference, is accurate as of any date other than the date on the front of these
documents. Our business, financial condition, results of operations and prospects may have
changed since those dates.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The Securities and Exchange Commission ("the SEC") allows us to incorporate by reference the
information we file with or furnish to them. This means:

· incorporated documents are considered part of this prospectus supplement and the attached
prospectus;

· we can disclose important information to you by referring you to those documents; and

· information that we file with or furnish to the SEC will automatically update and supersede this
prospectus supplement and the attached prospectus.

Furthermore, we incorporate by reference each of the following documents that we will file with
or furnish to the SEC after the date of this prospectus supplement but before the end of the notes
offering:

· all of our subsequent annual reports on Form 20-F that are filed with the SEC under the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

· any reports on Form 6-K filed or furnished by us pursuant to the Exchange Act that expressly
state that we incorporate them by reference; and

· reports filed under Sections 13(a), 13(c) or 15(d) of the Exchange Act.

Without limiting the information incorporated by reference by the attached prospectus, we
incorporate by reference Royal Dutch Shell plc's annual report on Form 20-F for the fiscal year ended
December 31, 2009 as filed with the SEC on March 16, 2010 (the "2009 Form 20-F").

You may request a copy of any documents referred to above (excluding exhibits), at no cost, by
contacting us at the following address:

Royal Dutch Shell plc
Carel van Bylandtlaan 30
2596 HR The Hague
The Netherlands
Tel. No.: (011 31 70) 377 9111
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SUMMARY

This summary may not contain all of the information that is important to you. You should read
carefully the entire prospectus supplement, the attached prospectus and the additional documents
incorporated by reference herein for more information on Royal Dutch Shell plc ("Royal Dutch
Shell"), Shell International Finance B.V., with a corporate seat in The Hague ("Shell Finance"), and
recent transactions involving Royal Dutch Shell and Shell Finance. In this prospectus supplement, the
terms "we", "our" and "us" refer to Shell Finance and Royal Dutch Shell. Shell Finance is the issuer
and Royal Dutch Shell is the guarantor in this offering. The "Shell Group" refers to Royal Dutch
Shell and its consolidated subsidiaries, including Shell Finance.

Royal Dutch Shell

Shell is a global group of energy and petrochemicals companies. With around 101,000 employees
in more than 90 countries and territories, Shell helps to meet the world's growing demand for energy
in economically, environmentally and socially responsible ways.

As from July 1, 2009 a new organizational structure has been in place in Shell. Shell's Upstream
activities were previously managed in three separate organizations - Exploration & Production, Gas &
Power and Oil Sands. Under the new structure, Upstream consists of two businesses: Upstream
Americas covering North and South America, and Upstream International covering the rest of the
world.

The Downstream organization consists of the Manufacturing, Marketing and Chemicals
businesses, and was expanded to include Trading and Alternative Energy activities in Shell, excluding
Wind, which is part of Upstream.

A new business, called Projects & Technology, combines all of Shell's major project delivery,
technical services and technology capability covering both Upstream and Downstream. It also
oversees Shell's safety and environmental performance.

Set out below is a summary of our main activities:

Upstream (both in Upstream Americas and Upstream International)

· Our Exploration & Production activities search for and recover oil and natural gas around the
world. Many of these activities are carried out as joint venture partnerships, often with national
oil companies.

· Our Liquified Natural Gas ("LNG") activities liquefy natural gas and transport it to customers
across the world. The gas-to-liquids ("GTL") business utilizes a proprietary process to convert
natural gas into cleaner-burning synthetic fuel and other products.

· Our Oil Sands business, the Athabasca Oil Sands Project, extracts bitumen - an especially thick,
heavy oil - from oil sands in Alberta, western Canada, and converts it to synthetic crude oils that
can be turned into a range of products.

· Other Upstream activities include the development of wind power to generate electricity and
also the licensing of our coal gasification technology, enabling coal to be used as a chemical
feedstock and for more efficient generation of electricity.

Downstream

· Our Oil Products business manufactures, moves and sells a range of petroleum-based products
around the world for domestic, industrial and transport use. With around 45,000 service stations,
ours is the world's largest single-branded fuel retail network.

· Our Chemicals business produces petrochemicals for industrial customers. They include the raw
materials for plastics, coatings and detergents used in the manufacture of textiles, medical
supplies and computers.

· Our Alternative Energy unit focuses on development and marketing of biofuels and hydrogen as
well as the synthetic fuel and products made from the GTL process.

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· The Downstream organization also leads company-wide activities in CO2 management.

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The Offering

Please refer to "Description of Notes" on page S-8 of this prospectus supplement and
"Description of Debt Securities" on page 15 of the attached prospectus for more information about
the notes.

Notes:
$2,000,000,000 aggregate principal amount of 1.875%
Guaranteed Notes due 2013.

$1,250,000,000 aggregate principal amount of 4.375%
Guaranteed Notes due 2020.

$1,000,000,000 aggregate principal amount of 5.500%
Guaranteed Notes due 2040.

Guarantee: The
notes
will
be fully and unconditionally guaranteed by Royal
Dutch Shell as to the payment of principal, premium (if any) and
interest, including any additional amounts that may be payable.

Maturity:
We will repay the 2013 notes at 100% of their principal amount
plus accrued interest on March 25, 2013, the 2020 notes at 100%
of their principal amount plus accrued interest on March 25,
2020 and the 2040 notes at 100% of their principal amount plus
accrued interest on March 25, 2040.

Interest payment dates:
Every March 25 and September 25, commencing on
September 25, 2010.

Regular record dates:
Every March 10 and September 10.

Ranking:
The notes and the guarantees will constitute unsecured and
unsubordinated indebtedness of Shell Finance and Royal Dutch
Shell, respectively, and will rank equally with all other
unsecured and unsubordinated indebtedness from time to time
outstanding of Shell Finance and Royal Dutch Shell,
respectively.

Optional redemption:
The 2013 notes will be redeemable as a whole or in part, at the
option of Shell Finance at any time, at a redemption price equal
to the greater of (i) 100% of the principal amount of such series
of notes and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (exclusive
of interest accrued and unpaid to the date of redemption)
discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 6 basis points, plus in each case
accrued and unpaid interest thereon to the date of redemption.

The 2020 notes will be redeemable as a whole or in part, at the
option of Shell Finance at any time, at a redemption price equal
to the greater of (i) 100% of the principal amount of such series
of notes and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (exclusive
of interest accrued and unpaid to the date of redemption)
discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 12 basis points, plus in each case
accrued and unpaid interest thereon to the date of redemption.

The 2040 notes will be redeemable as a whole or in part, at the
option of Shell Finance at any time, at a redemption price equal
to the greater of (i) 100% of the principal amount of such series
of notes and (ii) the
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sum of the present values of the remaining scheduled payments
of principal and interest thereon (exclusive of interest accrued
and unpaid to the date of redemption) discounted to the
redemption date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate
plus 14 basis points, plus in each case accrued and unpaid
interest thereon to the date of redemption.

Tax redemption:
In the event of tax law changes that require us to pay additional
amounts as described under "Description of Debt Securities --
Provisions Applicable to Each Indenture -- Optional Tax
Redemption" in the attached prospectus, we may call the notes
for redemption, in whole but not in part, prior to maturity.

Substitution:
We may cause Royal Dutch Shell or any subsidiary of Royal
Dutch Shell to assume the obligations of Shell Finance under the
notes. Additionally, should any entity become the 100% owner
of Royal Dutch Shell, such entity may assume the obligations of
Royal Dutch Shell. U.S. tax implications of these provisions to
holders are described under "Taxation -- U.S. Taxation -- U.S.
Taxation of Debt Securities -- Merger and
Consolidation/Substitution of Issuer" of the attached prospectus.

Book-entry issuance, denominations, We will issue the notes in fully registered form in
settlement and clearance:
denominations of $1,000 and integral multiples thereof. The
notes will be represented by one or more global securities
registered in the name of a nominee of The Depository
Trust Company, referred to as DTC. You will hold beneficial
interests in the notes through DTC and its direct and indirect
participants, including Euroclear and Clearstream, Luxembourg,
and DTC and its direct and indirect participants will record your
beneficial interest on their books. We will not issue certificated
notes except in limited circumstances that we explain under
"Legal Ownership -- Global Securities -- Special Situations
When the Global Security Will Be Terminated" in the attached
prospectus. For information on DTC's book-entry system, see
"Clearance and Settlement -- The Clearing Systems -- DTC" in
the attached prospectus.

Further Issues:
We may, without the consent of the holders of the notes, issue
additional notes having the same ranking and same interest rate,
maturity date, redemption terms and other terms as the notes
described in this prospectus supplement (except for the price to
the public, issue date and, in some cases, the first interest
payment date). Any such additional notes, together with the
notes offered by this prospectus supplement, will constitute a
single series of securities under the indenture relating to the
notes. There is no limitation on the amount of notes or other
debt securities that we may issue under that indenture.

Listing:
Application will be made for listing of the notes on the New
York Stock Exchange.

Use of proceeds:
We intend to use the net proceeds from the sale of the notes for
general corporate purposes.

Trustee and Principal Paying Agent: Deutsche Bank Trust Company Americas.

Closing and Delivery:
We currently expect delivery of the notes to occur on March 25,
2010.
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