Bond Shell 3.25% ( US822582BD31 ) in USD

Shell

99.266 % ▲

United Kingdom

US822582BD31 ( in USD )

3.25% per year ( payment 2 times a year)

10/05/2025

Prospectus brochure of the bond Shell US822582BD31 en USD 3.25%, maturity 10/05/2025

1 000 USD

2 750 000 000 USD

822582BD3

A+ ( Upper medium grade - Investment-grade )

Aa2 ( High grade - Investment-grade )

11/05/2025 ( In 179 days )

The Bond issued by Shell ( United Kingdom ) , in USD, with the ISIN code US822582BD31, pays a coupon of 3.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 10/05/2025

The Bond issued by Shell ( United Kingdom ) , in USD, with the ISIN code US822582BD31, 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 US822582BD31, was rated A+ ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of Each Class of Securities to be Offered

Offering Price

Registration Fee(1)
2.125% Guaranteed Notes due 2020

$ 2,000,000,000

$
232,400
Guarantees of 2.125% Guaranteed Notes due 2020

--

-- (2)
3.250% Guaranteed Notes due 2025

$ 2,750,000,000

$
319,550
Guarantees of 3.250% Guaranteed Notes due 2025

--

-- (2)
4.125% Guaranteed Notes due 2035

$ 1,500,000,000

$
174,300
Guarantees of 4.125% Guaranteed Notes due 2035

--

-- (2)
4.375% Guaranteed Notes due 2045

$ 3,000,000,000

$
348,600
Guarantees of 4.375% Guaranteed Notes due 2045

--

-- (2)
Floating Rate Guaranteed Notes due 2020

$
750,000,000

$
87,150
Guarantees of Floating Rate Guaranteed Notes due 2020

--

-- (2)
Total

$ 10,000,000,000

$
1,162,000

(1)
The registration fee of $1,162,000 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. The full amount of
the fee is being paid at this time.
(2)
Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees.
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration Nos. 333-199736
333-199736-01

PROSPECTUS SUPPLEMENT
(To Prospectus dated October 31, 2014)

$10,000,000,000
Shell International Finance B.V.
$2,000,000,000 2.125% Guaranteed Notes due 2020
$2,750,000,000 3.250% Guaranteed Notes due 2025
$1,500,000,000 4.125% Guaranteed Notes due 2035
$3,000,000,000 4.375% Guaranteed Notes due 2045
$750,000,000 Floating Rate Guaranteed Notes due 2020
Guaranteed as to the Payment of Principal and Interest by
Royal Dutch Shell plc

Shell International Finance B.V. will pay interest on the 2.125% Guaranteed Notes due 2020 (the "2020 notes") on May 11 and November 11 of each year, beginning on November
11, 2015, the 3.250% Guaranteed Notes due 2025 (the "2025 notes") on May 11 and November 11 of each year, beginning on November 11, 2015, the 4.125% Guaranteed Notes due
2035 (the "2035 notes") on May 11 and November 11 of each year, beginning on November 11, 2015, the 4.375% Guaranteed Notes due 2045 (the "2045 Notes") on May 11 and
November 11 of each year, beginning on November 11, 2015, and the Floating Rate Guaranteed Notes due 2020 (the "2020 floating rate notes") on February 11, May 11, August 11 and
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November 11 of each year, beginning on August 11, 2015 (the "2020 floating rate notes", and together with the 2020 notes, the 2025 notes, the 2035 notes and the 2045 notes, the
"notes"). Shell International Finance B.V. may redeem some or all of the 2020 notes, the 2025 notes, the 2035 notes and the 2045 notes at any time at the redemption prices described in
this prospectus supplement. The notes will otherwise not be redeemable prior to maturity except upon the occurrence of certain tax events described in this prospectus supplement. The
2020 notes will mature on May 11, 2020, the 2025 notes will mature on May 11, 2025, the 2035 notes will mature on May 11, 2035, the 2045 notes with mature on May 11, 2045 and
the 2020 floating rate notes will mature on May 11, 2020.
Payments of the principal and interest on the notes are fully and unconditionally guaranteed by Royal Dutch Shell plc.
Application will be made for listing of the notes on the New York Stock Exchange.

See the "Risk Factors" identified on page S-9 of this prospectus supplement, on page 4 of the attached
prospectus and on pages 11-14 of our Annual Report on Form 20-F for the Year Ended December 31, 2014 for a
discussion of certain factors you should consider before investing in the notes.

The 2020

The 2020 notes

The 2025 notes

The 2035 notes

The 2045 notes

floating rate notes

Per note

Total
Per note

Total
Per note

Total
Per note

Total
Per note

Total

Public offering price(1)
99.788% $1,995,760,000 99.695% $2,741,612,500 99.166% $1,487,490,000 99.801% $2,994,030,000 100.000% $750,000,000
Underwriting discount

0.120% $
2,400,000
0.200% $
5,500,000
0.320% $
4,800,000
0.450% $
13,500,000
0.120% $
900,000
Proceeds before expenses, to us
99.668% $1,993,360,000 99.495% $2,736,112,500 98.846% $1,482,690,000 99.351% $2,980,530,000 99.880% $749,100,000

(1) Plus accrued interest from May 11, 2015 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 May 11, 2015.

Joint Book-Running Managers

Barclays
HSBC
Morgan Stanley

The date of this prospectus supplement is May 6, 2015.
Table of Contents
TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
S-2
SUMMARY
S-3
RISK FACTORS
S-9
CAPITALIZATION AND INDEBTEDNESS
S-10
USE OF PROCEEDS
S-10
DESCRIPTION OF NOTES
S-11
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
S-16
TAXATION
S-16
EXPENSES
S-17
EXPERTS
S-18
LEGAL MATTERS
S-18
UNDERWRITING
S-19
PROSPECTUS

ABOUT THIS PROSPECTUS

2
ROYAL DUTCH SHELL PLC

3
SHELL INTERNATIONAL FINANCE B.V.

3
RISK FACTORS

4
FORWARD LOOKING STATEMENTS

7
WHERE YOU CAN FIND MORE INFORMATION

8
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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 SHARES

39
CLEARANCE AND SETTLEMENT

46
TAXATION

51
PLAN OF DISTRIBUTION

69
EXCHANGE CONTROLS

71
LIMITATIONS ON RIGHTS TO OWN SECURITIES

71
LEGAL MATTERS

71
EXPERTS

71

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.

Nothing in this prospectus supplement or the attached prospectus, or in any document incorporated by reference into this prospectus
supplement or the attached prospectus, is intended to or constitutes or forms 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") 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.

S-1
Table of Contents
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 (in the case of furnished information, to the extent we expressly state that we incorporate such furnished information by
reference).
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 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, 2014 as filed with the SEC on March 12, 2015 (the "2014 Form 20-F"),
exhibits 99.1 and 99.2 of Royal Dutch Shell plc's Form 6-K as furnished to the SEC on April 28, 2015, solely to the extent indicated therein,
Royal Dutch Shell plc's Form 6-K, including the three-month period ended March 31, 2015 Unaudited Condensed Interim Financial Report and
the unaudited consolidated ratio of earnings to fixed charges for the last five fiscal years and the three month period ended March 31, 2015, as
furnished to the SEC on April 30, 2015.
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You may request a copy of any documents referred to above, 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

S-2
Table of Contents
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 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" or
"Shell" refers to Royal Dutch Shell and its consolidated subsidiaries, including Shell Finance.
Shell Activities
Royal Dutch Shell is one of the world's largest independent oil and gas companies in terms of market capitalisation, operating cash flow
and production. Shell aims for strong operational performance and productive investments around the world. Shell explores for oil and gas
worldwide, both from conventional fields and from sources such as tight rock, shale and coal formations.
Shell works to develop new oil and gas supplies from major fields. For example, in 2014 Shell began production from the Gumusut-
Kakap deep-water project in Malaysia, the Mars B and Cardamom developments in the deep-water Gulf of Mexico, USA, and the Bonga
North West project off the coast of Nigeria. Shell also invests in expanding our integrated gas business. For example, in January 2014, Shell
acquired a part of Repsol S.A.'s liquefied natural gas ("LNG") portfolio, including supply positions in Peru and Trinidad and Tobago.
Shell's portfolio of refineries and chemical plants enables us to capture value from the oil and gas that Shell produces. Furthermore,
Shell is a leading biofuel producer and fuel retailer in Brazil, through our Rafzen joint venture. Shell has a strong retail position not only in the
major industrialised countries, but also in developing countries. The distinctive Shell pecten, (a trademark in use since the early part of the
20th century), and trademarks in which the word Shell appears, help raise the profile of our brand globally. A strong patent portfolio underlies
the technology that we employ in our various businesses. In total, Shell has more than 15,000 granted patents and pending patent applications.
Shell Businesses
Upstream International manages the Upstream activities outside the Americas. It explores for and recovers crude oil, natural gas and
natural gas liquids, transports oil and gas and operates the upstream and midstream infrastructure necessary to deliver oil and gas to market.
Upstream International also manages Shell's LNG and gas to liquid businesses outside the Americas, and markets and trades natural gas,
including LNG outside the Americas. It manages its operations primarily by line of business, with this structure overlaying country
organisations. This organisation is supported by activities such as Exploration and New Business Development.
Upstream Americas manages the Upstream activities in North and South America. It explores for and recovers crude oil, natural gas
and natural gas liquids, transports oil and gas and operates the upstream and midstream infrastructure necessary to deliver oil and gas to
market. Upstream Americas also extracts bitumen from oil sands that is converted into synthetic crude oil. It manages the LNG business in the
Americas, including assets in Peru and Trinidad and Tobago acquired in 2014. Additionally, it manages the US-based wind business. It
manages its operations by line of business, supported by activities such as Exploration and New Business Development.

S-3
Table of Contents
Downstream manages Shell's refining and marketing activities for oil products and chemicals. These activities are organised into
globally managed classes of business. Refining includes manufacturing, supply and shipping of crude oil. Marketing sells a range of products
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including fuels, lubricants, bitumen and liquefied petroleum gas for home, transport and industrial use. Chemicals produces and markets
petrochemicals for industrial customers, including the raw materials for plastics, coatings and detergents. Downstream also trades Shell's flow
of hydrocarbons and other energy-related products, supplies the Downstream businesses and provides shipping services. Additionally,
Downstream oversees Shell's interests in alternative energy (including biofuels but excluding wind).
Projects & Technology manages the delivery of Shell's major projects and drives the research and innovation to create technology
solutions. It provides technical services and technology capability covering both Upstream and Downstream activities. It is also responsible for
providing functional leadership across Shell in the areas of safety and environment, contracting and procurement, and for all wells activities
and CO2 management.
Recent Developments
On April 8, 2015, we announced that the Boards of Shell and BG Group plc ("BG") reached agreement on the terms of a recommended
cash and share offer to be made by Shell for the entire issued and to be issued share capital of BG. The terms of the transaction represent a
value of approximately £47 billion. Completion of the transaction is subject to certain conditions, including certain antitrust approvals and
favorable votes by the shareholders of each of Shell and BG, and is currently expected to occur in early 2016.
In connection with the announcement, Standard & Poors, Moody's Investors Service and Fitch Ratings Service each indicated that they
were placing Shell on credit watch with negative implications.

S-4
Table of Contents
The Offering
Please refer to "Description of Notes" on page S-11 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 2.125% Guaranteed Notes due 2020.

$2,750,000,000 aggregate principal amount of 3.250% Guaranteed Notes due 2025.

$1,500,000,000 aggregate principal amount of 4.125% Guaranteed Notes due 2035.

$3,000,000,000 aggregate principal amount of 4.375% Guaranteed Notes due 2045.

$750,000,000 aggregate principal amount of Floating Rate Guaranteed Notes due 2020.

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 2020 notes at 100% of their principal amount plus accrued interest on
May 11, 2020, the 2025 notes at 100% of their principal amount plus accrued interest on
May 11, 2025, the 2035 notes at 100% of their principal amount plus accrued interest on
May 11, 2035, the 2045 notes at 100% of their principal amount plus accrued interest on
May 11, 2045, and the 2020 floating rate notes at 100% of their principal amount plus
accrued interest on May 11, 2020.

Interest Rate on the 2020 floating rate notes:
The interest rate for the first interest period will be the 3-month U.S. dollar London
Interbank Offered Rate ("LIBOR"), as determined on May 7, 2015 plus 0.45%.
Thereafter, the interest rate for any interest period will be U.S. dollar LIBOR, as
determined on the applicable interest determination date, plus 0.45%.

The interest rate will be reset quarterly on the first day of each interest period as

described in "Description of Notes" below.

Interest payment dates:
Every May 11 and November 11, commencing on November 11, 2015 for the 2020
notes. Every May 11 and November 11, commencing on November 11, 2015 for the
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2025 notes. Every May 11 and November 11, commencing on November 11, 2015 for
the 2035 notes. Every May 11 and November 11, commencing on November 11, 2015
for the 2045 notes. Every February 11, May 11, August 11 and November 11,
commencing on August 11, 2015 for the 2020 floating rate notes.

S-5
Table of Contents
Regular record dates:
Every April 26 and October 26 for the 2020 notes. Every April 26 and October 26 for
the 2025 notes. Every April 26 and October 26 for the 2035 notes. Every April 26 and
October 26 for the 2045 notes. The fifteenth calendar day preceding the relevant interest
payment date, whether or not such day is a Business Day (as defined below) for the 2020
floating rate notes.

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. Because Royal Dutch Shell is a holding
company, the guarantee will effectively rank junior to any indebtedness of its
subsidiaries.

Optional redemption:
The 2020 notes, the 2025 notes, the 2035 notes and the 2045 notes: The 2020 notes, the
2025 notes, the 2035 notes and the 2045 notes will be redeemable as a whole or in part,
at the option of Shell Finance at any time or from time to time, at a redemption price
equal to the greater of (i) 100% of the principal amount of the 2020 notes, the 2025
notes, the 2035 notes or the 2045 notes, as applicable, being redeemed 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 10 basis points, in the case of the 2020 notes,
20 basis points, in the case of the 2025 notes, 20 basis points, in the case of the 2035
notes, and 25 basis points, in the case of the 2045 notes, plus in each case accrued and
unpaid interest thereon to the date of redemption.

The 2020 floating rate notes: None.

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.

S-6
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Book-entry issuance,
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denominations, settlement
and clearance:
We will issue the notes in fully registered form in minimum denominations of $1,000
and integral multiples of $1,000. Each series of 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.
Separate series; further
issues:
The terms of the 2020 notes, the 2025 notes, the 2035 notes, the 2045 notes and the 2020
floating rate notes will be identical, except as set forth in this prospectus supplement.
The 2020 notes, the 2025 notes, the 2035 notes, the 2045 notes and the 2020 floating rate
notes will each constitute a separate series of notes under the indenture relating to the
notes. Each such series will be separate from any other series of debt securities that may
be issued from time to time in the future under the indenture.

The issuance of each of the 2020 notes, the 2025 notes, the 2035 notes, the 2045 notes

and the 2020 floating rate notes is not conditioned on the issuance of any other series of
notes.

The indenture does not limit the aggregate principal amount of debt securities that may
be issued thereunder and we may, without the consent of the holders of the notes, issue
additional debt securities, including additional notes, having the same ranking and same
interest rate (in the case of the 2020 notes, the 2025 notes, the 2035 notes and the 2045
notes) or interest rate basis and number of basis points to be added to or subtracted from

the related interest rate basis (in the case of the 2020 floating rate notes), maturity date,
redemption terms and other terms as the notes described in this prospectus supplement
(except for the price to public, issue date, and in some cases, the first interest payment
date). If we reopen any series of notes and issue additional notes, such additional notes
will constitute part of a single series of debt securities consisting of such additional
notes along with the related series of notes offered hereby.

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.

S-7
Table of Contents
Trustee and Principal Paying
Agent:
Deutsche Bank Trust Company Americas.

Closing and delivery:
We currently expect delivery of the notes to occur on May 11, 2015.

Risk factors:
You should carefully consider all of the information in this prospectus supplement and
the attached prospectus, which includes information incorporated by reference from our
2014 Form 20-F. In particular, you should evaluate the specific factors identified on
page S-9 of this prospectus supplement and under "Risk Factors" beginning on page 4 of
the attached prospectus, as well as the risk factors set out on pages 11-14 of our 2014
Form 20-F.

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S-8
Table of Contents
RISK FACTORS
Investing in the notes involves risk. You should consider carefully all of the information included, or incorporated by reference, in this
prospectus supplement and the attached prospectus, including the risk factors described below and the "Risk Factors" identified on page 4 of the
attached prospectus and on pages 11-14 of the 2014 Form 20-F before you decide to invest in the notes. If any of these risks actually occur, our
business, financial condition and results of operations could suffer, and the trading price and liquidity of the notes could decline, in which case
you may lose all or part of your investment.
Risk Relating to the 2020 Floating Rate Notes
The amount of interest payable on the 2020 floating rate notes is set only once per interest period based on the London Interbank Offered Rate
("LIBOR") on the applicable interest determination date.
Historically, LIBOR has experienced significant changes usually reflecting changes in the overall interest rate environment. However,
historical levels, fluctuations and trends of the LIBOR are not necessarily indicative of future levels. Any historical upward or downward trend in
the LIBOR is not an indication that the LIBOR is more or less likely to increase or decrease at any time during an interest period, and the historical
levels of the LIBOR may not be an indication of its future movements. Although the actual LIBOR on an interest payment date or at other times
during an interest period may be higher than the LIBOR on the applicable interest determination date, holders of the 2020 floating rate notes will
not benefit from the LIBOR at any time other than on the interest determination date for such interest period. As a result, changes in the LIBOR
may not result in a comparable change in the market value of the 2020 floating rate notes.
Changes or reforms relating to the LIBOR calculation process, or uncertainty as to such changes or reforms, may adversely affect the value of
the 2020 floating rate notes.
Regulators and law enforcement agencies in the United Kingdom and elsewhere have been conducting civil and criminal investigations into
whether the banks that contribute in connection with the calculation of daily LIBOR may have been manipulating or attempting to manipulate
LIBOR. It is unknown at this time what effect, if any, these investigations and any related litigation will have on the use of LIBOR as a global
benchmark.
Actions by ICE Benchmark Administration Limited (or any successor administrator of LIBOR) (the "IBA"), legislative bodies, regulators or
law enforcement agencies may result in changes to the manner in which LIBOR is determined. At this time, it is not possible to predict the effect of
any such changes and any other reforms to LIBOR that may be enacted in the United Kingdom or elsewhere. Any changes or reforms to the
manner in which LIBOR is determined, or any uncertainty as to the nature of such potential changes or reforms, may adversely affect the trading
market for LIBOR-based securities, including the 2020 floating rate notes.
The IBA as the administrator of LIBOR has no obligation to investors, and may take actions in respect of LIBOR without regard to the
interests of any investor in the 2020 floating rate notes. Any changes or reforms to LIBOR may result in a sudden or prolonged increase or decrease
in the reported LIBOR rate, or affect its volatility, which could have an adverse impact on the value of the 2020 floating rate notes.

S-9
Table of Contents
CAPITALIZATION AND INDEBTEDNESS
The following table sets forth, on an IFRS basis, the unaudited consolidated combined capitalization and indebtedness of the Shell Group as
of March 31, 2015, and as adjusted to give effect to the issuance of the notes. Other than the changes noted below to reflect the anticipated
issuance of the notes, there has been no material change in the capitalization and indebtedness of the Shell Group since March 31, 2015.

Adjusted
March 31,
for

2015

Offering
(unaudited)
(unaudited)

$ million

$ million
Equity

Total equity attributable to shareholders of Royal Dutch Shell plc

$ 167,960

$ 167,960
Current debt

8,137

8,137
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Non-Current debt

35,703

45,703

Total debt

43,840(1)(2)
53,840

Total capitalization

$ 211,800

$ 221,800

(1)
Of total debt, $38.1 billion was unsecured and $5.7 billion was secured.
(2)
Includes, as at March 31, 2015, $33.5 billion of debt issued by Shell International Finance B.V., a 100%-owned subsidiary of Royal Dutch
Shell plc which is guaranteed by Royal Dutch Shell plc (December 31, 2014: $34.8 billion), with the remainder raised by other subsidiaries
with no recourse beyond the immediate borrower and/or the local assets. As at March 31, 2015, Shell also had outstanding guarantees of $3.2
billion, of which $1.6 billion related to debt of joint ventures and associates.
USE OF PROCEEDS
We estimate that the net proceeds (after underwriting discounts and our estimated net offering expenses) from the sale of the notes will be
approximately $9,940,364,950. We will use the proceeds for general corporate purposes.

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DESCRIPTION OF NOTES
This section describes the specific financial and legal terms of the notes and supplements the more general description under "Description of
Debt Securities" in the attached prospectus. To the extent that the following description is inconsistent with the terms described under
"Description of Debt Securities" in the attached prospectus, the following description replaces that in the attached prospectus.
General
The 2020 notes will be issued in an initial aggregate principal amount of $2,000,000,000 and will mature on May 11, 2020, the 2025 notes
will be issued in an initial aggregate principal amount of $2,750,000,000 and will mature on May 11, 2025, the 2035 notes will be issued in an
initial aggregate principal amount of $1,500,000,000 and will mature on May 11, 2035, the 2045 notes will be issued in an initial aggregate
principal amount of $3,000,000,000 and will mature on May 11, 2045 and the 2020 floating rate notes will be issued in an initial aggregate
principal amount of $750,000,000 and will mature on May 11, 2020. Book-entry interests in the notes will be issued in minimum denominations of
$1,000 and in integral multiples of $1,000.
The 2020 notes, the 2025 notes, the 2035 notes and the 2045 notes will bear interest at the rates per annum shown on the cover page of this
prospectus supplement, payable in arrears on May 11 and November 11 of each year to holders of record on the preceding April 26 and October 26,
as the case may be, commencing on November 11, 2015 (or the first following Business Day (as defined below), if such day is not otherwise a
Business Day, as if made on the date payment was due, and no interest will accrue on the amount payable for the period from and after the interest
payment date). Interest on the 2020 notes, the 2025 notes, the 2035 notes and the 2045 notes will be computed on the basis of a 360-day year of
twelve 30-day months.
The interest rate on the 2020 floating rate notes for the first Interest Period (as defined below) will be the 3-month U.S. dollar LIBOR, as
determined on May 7, 2015 plus 0.45%. Thereafter, the interest rate on the 2020 floating rate notes for any Interest Period will be U.S. dollar
LIBOR, as determined on the applicable Interest Determination Date (as defined below), plus 0.45%. The interest rate on the 2020 floating rate
notes will be reset quarterly on each Interest Reset Date (as defined below). The first Interest Payment Date (as defined below) on the 2020 floating
rate notes will be August 11, 2015. For each Interest Period, interest on the 2020 floating rate notes will be calculated on the basis of the actual
number of days in the Interest Period divided by 360.
The Calculation Agent (as defined below) will determine U.S. dollar LIBOR in accordance with the following provisions: With respect to
any Interest Determination Date, U.S. dollar LIBOR will be the rate for deposits in U.S. dollars having a maturity of three months commencing on
the Interest Reset Date that appears on the designated LIBOR page as of 11:00 a.m., London time, on that Interest Determination Date. If no rate
appears, U.S. dollar LIBOR, in respect of that Interest Determination Date, will be determined as follows: the Calculation Agent will request the
principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent (after
consultation with us), to provide the Calculation Agent with its offered quotation for deposits in U.S. dollars for the period of three months,
commencing on the Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that Interest
Determination Date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least
two quotations are provided, then U.S. dollar LIBOR on that Interest Determination Date will be the arithmetic mean of those quotations. If fewer
than two quotations are

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provided, then U.S. dollar LIBOR on the Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m.,
New York City time, on the Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent (after
consultation with us) for loans in U.S. dollars to leading European banks, having a three-month maturity and in a principal amount that is
representative for a single transaction in U.S. dollars in that market at that time; provided, however, that if the banks selected by the Calculation
Agent are not providing quotations in the manner described by this sentence, U.S. dollar LIBOR determined as of that Interest Determination Date
will be U.S. dollar LIBOR in effect on that Interest Determination Date. The designated LIBOR page is the Reuters screen "LIBOR01", or any
successor service for the purpose of displaying the London interbank rates of major banks for U.S. dollars. The Reuters screen "LIBOR01" is the
display designated as the Reuters screen "LIBOR01", or such other page as may replace the Reuters screen "LIBOR01" on that service or such
other service or services as may be denominated by the IBA for the purpose of displaying London interbank offered rates for U.S. dollar deposits.
All calculations made by the Calculation Agent for the purposes of calculating the Interest Rate on the notes shall be conclusive and binding on the
holders of notes, Royal Dutch Shell plc, Shell International Finance B.V. and the trustee, Deutsche Bank Trust Company Americas, absent
manifest error.
"Business Day" means any week day on which banking or trust institutions in neither New York nor London are authorized generally or
obligated by law, regulation or executive order to close.
"Business Day Convention" means that if any Interest Payment Date falls on a day that is not a Business Day, that Interest Payment Date will
be postponed to the next succeeding Business Day unless that Business Day is in the next succeeding calendar month, in which case the Interest
Payment Date will be the immediately preceding Business Day.
"Calculation Agent" means Deutsche Bank Trust Company Americas.
"Interest Determination Date" means, for each particular Interest Reset Date, the second London Business Day (as defined below) preceding
such Interest Reset Date.
"Interest Payment Date" means February 11, May 11, August 11 and November 11 of each year, in the case of the 2020 floating rate notes,
subject to the Business Day Convention.
"Interest Period" means the period beginning on, and including, an Interest Payment Date and ending on, but not including, the following
Interest Payment Date; provided that the first Interest Period will begin on May 11, 2015 and will end on, but not include, the first Interest Payment
Date.
"Interest Reset Date" means, for each Interest Period other than the first Interest Period, the first day of such Interest Period, subject to the
Business Day Convention.
"London Business Day" means any week day on which banking or trust institutions in London are not authorized generally or obligated by
law, regulation or executive order to close.
The interest rate, as described above, on the 2020 floating rate notes shall be payable quarterly in arrears on the Interest Payment Dates, to
holders of record on the fifteenth calendar day preceding the relevant Interest Payment Date, whether or not such day is a Business Day.
All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or
.0987655)), and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded
upwards).

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Application will be made for listing of the notes on the New York Stock Exchange. No assurance can be made that such application will be
approved or that a liquid trading market for the notes will develop. The notes and guarantees are governed by New York law.
The notes will be the unsecured and unsubordinated indebtedness of Shell Finance and will rank equally with all of its other unsecured and
unsubordinated indebtedness from time to time outstanding.
Royal Dutch Shell will fully and unconditionally guarantee on an unsubordinated basis the due and punctual payment of the principal of,
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