Obligation Shell 2.25% ( US822582AV48 ) en USD

Shell

100 % ▼

Royaume-Uni

US822582AV48 ( en USD )

2.25% par an ( paiement semestriel )

05/01/2023 - Obligation échue

Prospectus brochure de l'obligation Shell US822582AV48 en USD 2.25%, échue

1 000 USD

1 000 000 000 USD

822582AV4

AA- ( Haute qualité )

Aa2 ( Haute qualité )

L'Obligation émise par Shell ( Royaume-Uni ) , en USD, avec le code ISIN US822582AV48, paye un coupon de 2.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/01/2023

L'Obligation émise par Shell ( Royaume-Uni ) , en USD, avec le code ISIN US822582AV48, a été notée Aa2 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par Shell ( Royaume-Uni ) , en USD, avec le code ISIN US822582AV48, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
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424B5 1 d435259d424b5.htm PROSPECTUS SUPPLEMENT
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)
0.625% Guaranteed Notes due 2015

$750,000,000
$102,300
Guarantees of 0.625% Guaranteed Notes due 2015

--

-- (2)
2.250% Guaranteed Notes due 2023

$1,000,000,000
$136,400
Guarantees of 2.250% Guaranteed Notes due 2023

--

-- (2)
Total

$1,750,000,000
$238,700

(1) The registration fee of $238,700 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.
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Filed pursuant to Rule 424(b)(5)
Registration Nos. 333-177588
333-177588-01
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 28, 2011)

$750,000,000 0.625% Guaranteed Notes due 2015
$1,000,000,000 2.250% Guaranteed Notes due 2023
Guaranteed as to the Payment of Principal and Interest by

Shell International Finance B.V. will pay interest on the 0.625% Guaranteed Notes due 2015 (the "2015 notes") on June 4 and
December 4 of each year, beginning on June 4, 2013 and on the 2.250% Guaranteed Notes due 2023 (the "2023 notes", and together
with the 2015 notes, the "notes") on January 6 and July 6 of each year, beginning on July 6, 2013. Shell International Finance B.V.
may redeem some or all of the 2023 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 2015 notes will mature on December 4, 2015 and the 2023 notes will mature on January 6, 2023.
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 4 of the attached prospectus and on pages 13-15 of our
Annual Report on Form 20-F for the Year Ended December 31, 2011 for a discussion of certain factors
you should consider before investing in the notes.

The 2015 notes

The 2023 notes

Per note

Total

Per note

Total

Public offering price(1)

99.976%
$749,820,000 98.990%
$989,900,000
Underwriting discount

0.120% $
900,000 0.200% $ 2,000,000
Proceeds before expenses, to us

99.856%
$748,920,000 98.790%
$987,900,000
(1) Plus accrued interest from December 6, 2012 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
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participants, including Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream,
Luxembourg"), on or about December 6, 2012.

Joint Book-Running Managers

The date of this prospectus supplement is November 29, 2012.
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TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
S-2

SUMMARY
S-3

CAPITALIZATION AND INDEBTEDNESS
S-8

USE OF PROCEEDS
S-8

DESCRIPTION OF NOTES
S-9

TAXATION
S-12
EXPENSES
S-12
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 SHARES
39

CLEARANCE AND SETTLEMENT
46

TAXATION
51

PLAN OF DISTRIBUTION
69

EXCHANGE CONTROLS
70

LIMITATIONS ON RIGHTS TO OWN SECURITIES
70

LEGAL MATTERS
70

EXPERTS
70

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, 2011 as filed with the SEC on March 15, 2012 (the
"2011 Form 20-F"); Royal Dutch Shell plc's Form 6-K, including the three month period ended March 31, 2012 Unaudited
Condensed Interim Financial Report, as filed with the SEC on April 26, 2012, Royal Dutch Shell plc's Form 6-K, including the three
and six month period ended June 30, 2012 Unaudited Condensed Interim Financial Report, as filed with the SEC on July 26, 2012 and
Royal Dutch Shell plc's Form 6-K, including the three and nine month period ended September 30, 2012 Unaudited Condensed
Interim Financial Report, as filed with the SEC on November 1, 2012.
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 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 oil and gas production. We aim to sustain our strong operational performance and continue our
investments primarily in countries that have the necessary infrastructure, expertise and remaining growth potential. Such countries
include Australia, Brazil, Brunei, Canada, Denmark, Germany, Malaysia, the Netherlands, Nigeria, Norway, Oman, Qatar, Russia,
the UK, the USA and, in the coming years, China.
We are bringing new oil and gas supplies on-stream from major field developments. We are also investing in growing our
gas-based business through liquefied natural gas ("LNG") and gas-to-liquids ("GTL") projects. For example, in 2011, we brought
on-stream both types of projects with our partner in Qatar: Qatargas 4 LNG and Pearl, the world's largest GTL plant. We also
took the final investment decision on the Prelude project, initiating the first-ever construction of a floating LNG facility.
At the same time, we are exploring for oil and gas in prolific geological formations that can be conventionally developed,
such as those found in Australia, Brazil and the Gulf of Mexico. But we are also exploring for hydrocarbons in formations, such
as low-permeability gas reservoirs in the USA, Australia, Canada and China, which can be economically developed only by
unconventional means.
We also have a diversified and balanced portfolio of refineries and chemical plants. In 2011, we further expanded our
biofuel business with the creation of the Raízen joint venture, which is a leading biofuel producer and fuel retailer in Brazil. We
have the largest retail portfolio of our peers, and delivered strong growth in differentiated fuels. We have a strong position not
only in the major industrialised countries, but also in the developing ones. The distinctive Shell pecten, (a trademark in use since
the early part of the twentieth century), and trademarks in which the word Shell appears, support this marketing effort throughout
the world.
Shell Businesses
Upstream International manages the Upstream businesses outside the Americas. It searches for and recovers crude oil and
natural gas, liquefies and transports gas, and operates the upstream and midstream infrastructure necessary to deliver oil and gas
to market. Upstream International also manages Shell's LNG and GTL businesses. Its activities are organised primarily within
geographical units, although there are some activities that are managed across the businesses or provided through support units.
Upstream Americas manages the Upstream businesses in North and South America. It searches for and recovers crude oil
and natural gas, transports 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. Additionally, it manages the
US-based wind business. It comprises operations organised into business-wide managed activities and supporting activities.

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Downstream manages Shell's manufacturing, distribution and marketing activities for oil products and chemicals. These
activities are organised into globally managed classes of business, although some are managed regionally or provided through
support units. Manufacturing and supply includes refining, supply and shipping of crude oil. Marketing sells a range of products
including fuels, lubricants, bitumen and liquefied petroleum gas ("LPG") 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,
governs the marketing and trading of gas and power and provides shipping services. Additionally, Downstream oversees Shell's
interests in alternative energy (including biofuels but excluding wind) and CO2 management.
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, and
contracting and procurement.

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The Offering
Please refer to "Description of Notes" on page S-9 of this prospectus supplement and "Description of Debt Securities"
on page 15 of the attached prospectus for more information about the notes.

Notes:
$750,000,000 aggregate principal amount of 0.625% Guaranteed Notes due
2015.

$1,000,000,000 aggregate principal amount of 2.250% Guaranteed Notes due 2023.

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 2015 notes at 100% of their principal amount plus accrued
interest on December 4, 2015 and the 2023 notes at 100% of their principal
amount plus accrued interest on January 6, 2023.

Interest payment dates:
Every June 4 and December 4, commencing on June 4, 2013, for the 2015 notes
and every January 6 and July 6, commencing on July 6, 2013, for the 2023 notes.

Regular record dates:
Every May 19 and November 19 for the 2015 notes and every June 21 and
December 21 for the 2023 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 2023 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 2023 notes 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, 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.

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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, settlement
and clearance:
We will issue the notes in fully registered form in minimum denominations of
$1,000 and integral multiples of $1,000. 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.
Separate series; further
issues:
The terms of the 2015 notes and the 2023 notes will be identical, except as set
forth in this prospectus supplement. The 2015 notes and 2023 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 2015 notes and the 2023 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, 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 a single series of debt securities 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.

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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 December 6, 2012.

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 2011 Form 20-F. 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 13-15 of our
2011 Form 20-F.

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