Obligation Shell 3.25% ( US822582AH53 ) en USD

Shell

100 % ⇌

Royaume-Uni

US822582AH53 ( en USD )

3.25% par an ( paiement semestriel )

22/09/2015 - Obligation échue

Prospectus brochure de l'obligation Shell US822582AH53 en USD 3.25%, échue

1 000 USD

1 000 000 000 USD

822582AH5

AA- ( Haute qualité )

Aa1 ( Haute qualité )

L'Obligation émise par Shell ( Royaume-Uni ) , en USD, avec le code ISIN US822582AH53, paye un coupon de 3.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/09/2015

L'Obligation émise par Shell ( Royaume-Uni ) , en USD, avec le code ISIN US822582AH53, a été notée Aa1 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par Shell ( Royaume-Uni ) , en USD, avec le code ISIN US822582AH53, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

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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)
1.300% Guaranteed Notes due 2011
$ 1,500,000,000 $
83,700.00
Guarantees of 1.300% Guaranteed Notes due 2011

--
(2)
3.250% Guaranteed Notes due 2015
$ 1,000,000,000 $
55,800.00
Guarantees of 3.250% Guaranteed Notes due 2015

--
(2)
4.300% Guaranteed Notes due 2019
$ 2,000,000,000 $
111,600.00
Guarantees of 4.300% Guaranteed Notes due 2019

--
(2)
Floating Rate Guaranteed Notes due 2011
$
500,000,000 $
27,900.00
Guarantees of Floating Rate Guaranteed Notes due 2011

--
(2)
Total
$ 5,000,000,000 $
279,000.00
(1) The registration fee of $279,000 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 $655,052.26 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
$279,000 registration fee due for this offering, $376,052.26 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.

PROSPECTUS SUPPLEMENT
Filed pursuant to Rule 424(b)(5)
(To Prospectus dated November 7, 2008)
Registration Statement Nos. 333-155201
333-155201-01

$1,500,000,000 1.300% Guaranteed Notes due 2011
$1,000,000,000 3.250% Guaranteed Notes due 2015
$2,000,000,000 4.300% Guaranteed Notes due 2019
$500,000,000 Floating Rate Guaranteed Notes due 2011

Guaranteed as to the Payment of Principal and Interest by

Shell International Finance B.V. will pay interest on the 1.300% Guaranteed Notes due 2011 (the
"2011 notes"), the 3.250% Guaranteed Notes due 2015 (the "2015 notes") and the 4.300% Guaranteed Notes due
2019 (the "2019 notes") on March 22 and September 22 of each year, beginning on March 22, 2010 and will pay
interest on the Floating Rate Guaranteed Notes due 2011 (the "2011 floating rate notes", and together with the 2011
notes, the 2015 notes and the 2019 notes, the "notes") on March 22, June 22, September 22 and December 22 of
each year, beginning on December 22, 2009. Shell International Finance B.V. may redeem some or all of the
2015 notes and the 2019 notes at any time at the redemption price 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 2011 notes will mature on September 22, 2011, the 2015 notes will mature on
September 22, 2015, the 2019 notes will mature on September 22, 2019 and the 2011 floating rate notes will mature
on September 22, 2011.

Payments of the principal and interest on the notes are fully and unconditionally guaranteed by Royal Dutch
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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-6 of this prospectus supplement for a
discussion of certain factors you should consider before investing in the notes.

The 2011 notes

The 2015 notes

The 2019 notes
The 2011 floating rate notes

Per note
Total
Per note
Total
Per note
Total
Per note
Total

Public
offering
price(1)

99.996% $1,499,940,000

99.795% $997,950,000

99.654% $1,993,080,000

100% $500,000,000
Underwriting
discount
.110% $
1,650,000
.150% $ 1,500,000
.200% $
4,000,000
.110% $
550,000
Proceeds before expenses, to
us

99.886% $1,498,290,000

99.645% $996,450,000

99.454% $1,989,080,000

99.890% $499,450,000

(1) Plus accrued interest from September 22, 2009 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 September 22, 2009.

Joint Book-Running Managers
BofA Merrill Lynch
Deutsche Bank Securities
Morgan Stanley

The date of this prospectus supplement is September 15, 2009.
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PROSPECTUS SUPPLEMENT

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
S-3
SUMMARY
S-4
CAPITALIZATION AND INDEBTEDNESS
S-8
USE OF PROCEEDS
S-8
DESCRIPTION OF NOTES
S-9
TAXATION
S-13
LEGAL MATTERS
S-13
EXPERTS
S-13
UNDERWRITING
S-14

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, 2008 as filed
with the SEC on March 17, 2009 (the "2008 Form 20-F"), Royal Dutch Shell plc's Form 6-K, including the
half-yearly financial report 2009, as filed with the SEC on July 30, 2009 (the "Half-yearly Financial Report") and
Royal Dutch Shell plc's Form 6-K, including the three and six month period ended June 30, 2009 Unaudited
Condensed Interim Financial Report, as filed with the SEC on August 3, 2009.

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.
("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 102,000 employees in more than
100 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 will consist 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 Refining, Marketing and Chemicals businesses, and will be
expanded to include Trading and Alternative Energy activities in Shell, excluding Wind, which is part of Upstream.

A new business, called Projects & Technology, will combine all of Shell's major project delivery, technical
services and technology capability covering both Upstream and Downstream. It will also oversee 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.

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

Recent Development

On September 3, 2009, Royal Dutch Shell Plc's long-term credit ratings were downgraded to AA from AA+ by
Standard & Poor's Ratings Services.
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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:
$1,500,000,000 aggregate principal amount of 1.300% Guaranteed Notes
due 2011.

$1,000,000,000 aggregate principal amount of 3.250% Guaranteed Notes
due 2015.

$2,000,000,000 aggregate principal amount of 4.300% Guaranteed Notes
due 2019.

$500,000,000 aggregate principal amount of Floating Rate Guaranteed
Notes due 2011.

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 2011 notes at 100% of their principal amount plus
accrued interest on September 22, 2011, the 2015 notes at 100% of their
principal amount plus accrued interest on September 22, 2015, the 2019
notes at 100% of their principal amount plus accrued interest on
September 22, 2019 and the 2011 floating rate notes at 100% of their
principal amount plus accrued interest on September 22, 2011.

Interest Rate on the 2011 floating rate
The interest rate for the first interest period will be the 3-month U.S.
notes:
dollar London Interbank Offered Rate ("LIBOR"), as determined on
September 22, 2009, plus 0.030%. Thereafter, the interest rate for any
interest period will be U.S. dollar LIBOR, as determined on the
applicable interest determination date, plus 0.030%.

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 March 22 and September 22, commencing on March 22, 2010 for
the 2011 notes, the 2015 notes and the 2019 notes. Every March 22,
June 22, September 22 and December 22 commencing December 22,
2009 for the 2011 floating rate notes.

Regular record dates:
Every March 7 and September 7 for the 2011 notes, the 2015 notes and
the 2019 notes. Every March 7, June 7, September 7 and December 7 for
the 2011 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.

Optional redemption:
The 2015 notes and the 2019 notes: The 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)
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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 15 basis points, plus in each case accrued and unpaid interest
thereon to the date of redemption.

The 2011 notes and the 2011 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.

Book-entry issuance, denominations,
We will issue the notes in fully registered form in denominations of
settlement and clearance:
$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 September 22,
2009.
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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 annual report on Form 20-F for the
fiscal year ended December 31, 2008. In particular, you should evaluate
the specific factors under "Risk Factors" beginning on page 4 of the
attached prospectus, as well as the risk factors set out on pages 14-16 of
the 2008 Form 20-F and page 5 of the Half-yearly Financial Report.
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CAPITALIZATION AND INDEBTEDNESS

The following table sets forth, on an IFRS basis, the unaudited consolidated combined capitalization and
indebtedness of Royal Dutch Shell as of June 30, 2009, 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 and the application of the
proceeds from the notes, there has been no material change in the capitalization and indebtedness of the Shell Group
since June 30, 2009.

June 30, Adjusted for

2009

Offering

(unaudited) (unaudited)

$ million
$ million

Equity

Total equity attributable to shareholders of Royal Dutch Shell plc
133,509 133,509
Total finance debt

Short-term finance debt

4,621
4,621
Long-term finance debt(1)
22,985 27,985

Total finance debt(2)
27,606 32,606

Total capitalization
161,115 166,115

(1) Long-term finance debt excludes $2.5 billion of certain tolling commitments.

(2) As of June 30, 2009, the Shell Group had outstanding guarantees of $3.7 billion, of which $2.6 billion related to debt of equity-accounted
investments. $25.4 billion of the finance debt of Royal Dutch Shell was unsecured. A total of $4.7 billion outstanding debt of subsidiaries is secured.

USE OF PROCEEDS

We estimate that the net proceeds (after underwriting discounts and commissions and estimated net offering
expenses) from the sale of the notes will be approximately $4,983,100,000. We will use the proceeds for general
corporate purposes.
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