Bond Shells 6.375% ( US822582AD40 ) in USD

Shells

114.795 % ▲

United Kingdom

US822582AD40 ( in USD )

6.375% per year ( payment 2 times a year)

14/12/2038

Prospectus brochure of the bond Shell US822582AD40 en USD 6.375%, maturity 14/12/2038

1 000 USD

2 750 000 000 USD

822582AD4

A+ ( Upper medium grade - Investment-grade )

Aa2 ( High grade - Investment-grade )

15/12/2025 ( Tomorrow )

Shell is a global group of energy and petrochemical companies, involved in the exploration, production, refining, transportation, and marketing of oil and natural gas.

The Bond issued by Shells ( United Kingdom ) , in USD, with the ISIN code US822582AD40, pays a coupon of 6.375% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/12/2038

The Bond issued by Shells ( United Kingdom ) , in USD, with the ISIN code US822582AD40, was rated Aa2 ( High grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Shells ( United Kingdom ) , in USD, with the ISIN code US822582AD40, was rated A+ ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B5 1 u56998b5e424b5.htm FILED PURSUANT TO RULE 424(B)(5)
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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)

6.375% Guaranteed Notes due 2038
$ 2,750,000,000 $
108,075
Guarantees of 6.375% Guaranteed Notes due 2038

--
(2 )

(1) The registration fee of $108,075 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
$912,627.26 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 $108,075
registration fee due for this offering, $804,552.26 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 No. 333-155201
333-155201-01

$2,750,000,000

Shell International Finance B.V.

6.375% Guaranteed Notes due 2038
Guaranteed as to the Payment of Principal and Interest by

Royal Dutch Shell plc

Shell International Finance B.V. will pay interest on the 6.375% Guaranteed Notes due 2038 (the
"notes") on June 15 and December 15 of each year, beginning on June 15, 2009. Shell International
Finance B.V. may redeem some or all of the 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 notes will mature on
December 15, 2038.

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

See "Risk Factors" beginning on page 4 of the attached prospectus for a
discussion of certain factors you should consider before investing in the notes.

The notes

Per note

Total

Public offering price(1)
99.469 %
$ 2,735,397,500
Underwriting discount
0.45 %
$ 12,375,000
Proceeds before expenses, to us

99.019
%

$ 2,723,022,500

(1) Plus accrued interest from December 11, 2008 if settlement occurs after that date.
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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 December 11,
2008.

Joint Book-Running Managers
Barclays Capital
Merrill Lynch & Co.

The date of this prospectus supplement is December 8, 2008.
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TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
S-3
SUMMARY
S-4
CAPITALIZATION
S-7
USE OF PROCEEDS
S-7
DESCRIPTION OF NOTES
S-8
UNDERWRITING
S-11

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.

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, 2007 as filed with the SEC on March 17, 2008 and our Unaudited Condensed Interim
Financial Report for the three and nine month period ended September 30, 2008 as furnished to the
SEC on Form 6-K on November 5, 2008. Further, we also note that each other report on Form 6-K
that we have filed or furnished with the SEC that expressly states that it is incorporated by reference
into our Registration Statement on Form F-3 (Registration Numbers 333-155201; 333-155201-01) is
incorporated by reference into 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.

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 does 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

The Shell Group operates in more than 110 countries and territories and engages in all the
principal aspects of the oil and natural gas industry. Set out below is a summary of our main
businesses:

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

· Our Gas & Power business liquefies natural gas and transports it to customers across the world.
Its gas to liquids process turns natural gas into cleaner-burning synthetic fuel and other products.
It develops wind power to generate electricity and invests in solar power technology. It also
licenses our coal gasification technology, a cleaner way of turning coal into chemical feedstocks
and energy.

· Our Oil Sands business, the Athabasca Oil Sands Project, extracts bitumen from oil sands in
Alberta, western Canada and converts it to synthetic crude oils.

· Our Oil Products business makes, moves and sells a range of petroleum-based products around
the world for domestic, industrial and transport use. Its Future Fuels and CO2 business unit
develops fuels such as biofuels and hydrogen and synthetic fuels made from natural gas and
potentially from biomass; and leads company-wide activities on CO2 management. With 46,000
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.

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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:
$2,750,000,000 aggregate principal amount of 6.375%
Guaranteed Notes due 2038.

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 notes at 100% of their principal amount plus
accrued interest on December 15, 2038.

Interest payment dates:
Every June 15 and December 15, commencing on June 15,
2009.

Regular record dates:
Every June 1 and December 1.

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.

Optional redemption:
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 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 50 basis points, plus in each case accrued 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
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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 and issue 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
December 11, 2008.

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,
2007. In particular, you should evaluate the specific factors
under "Risk Factors" beginning on page 4 of the attached
prospectus for risks involved with an investment in the notes.

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CAPITALIZATION

Shell Group

The following table sets forth, on an IFRS basis, the unaudited consolidated combined
capitalization and indebtedness of Royal Dutch Shell as of September 30, 2008, 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 September 30, 2008.

September 30,

Adjusted for

2008

Offering

(unaudited)

(unaudited)

$ million

$ million

Equity

Total equity attributable to shareholders of Royal Dutch Shell
plc

138,469

138,469
Total finance debt

Short-term finance debt

5,984

5,984
Long-term finance debt(1)

8,143

10,893

Total finance debt(2)

14,127

16,877

Total capitalization

152,596

155,346

(1) Long-term finance debt excludes $2.6 billion of certain tolling commitments.

(2) As of September 30, 2008, the Shell Group had outstanding guarantees of $1.9 billion, of which $0.7 billion related to debt
of equity-accounted investments. $12.4 billion of the finance debt of Royal Dutch Shell was unsecured. A total of
$8.7 billion outstanding debt of subsidiaries is guaranteed by Royal Dutch Shell.

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 $2.72 billion. We will use the
proceeds for general corporate purposes.

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