Bond Shells 3.4% ( US822582AX04 ) in USD

Shells

100 % ▼

United Kingdom

US822582AX04 ( in USD )

3.4% per year ( payment 2 times a year)

11/08/2023 - Bond has expired

Prospectus brochure of the bond Shell US822582AX04 in USD 3.4%, expired

1 000 USD

1 000 000 000 USD

822582AX0

AA- ( High grade - Investment-grade )

Aa2 ( High grade - Investment-grade )

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 US822582AX04, pays a coupon of 3.4% per year.
The coupons are paid 2 times per year and the Bond maturity is 11/08/2023

The Bond issued by Shells ( United Kingdom ) , in USD, with the ISIN code US822582AX04, 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 US822582AX04, was rated AA- ( High grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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CALCULATION OF REGISTRATION FEE

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

Offering Price

Registration Fee(1)
1.90% Guaranteed Notes due 2018

$1,500,000,000

$204,600
Guarantees of 1.90% Guaranteed Notes due 2018

--

--(2)
3.40% Guaranteed Notes due 2023

$1,000,000,000

$136,400
Guarantees of 3.40% Guaranteed Notes due 2023

--

--(2)
4.55% Guaranteed Notes due 2043

$1,250,000,000

$170,500
Guarantees of 4.55% Guaranteed Notes due 2043

--

--(2)
Total

$3,750,000,000

$511,500

(1)
The registration fee of $511,500 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)

$3,750,000,000
$1,500,000,000 1.900% Guaranteed Notes due 2018
$1,000,000,000 3.400% Guaranteed Notes due 2023
$1,250,000,000 4.550% Guaranteed Notes due 2043
Guaranteed as to the Payment of Principal and Interest by

Shell International Finance B.V. will pay interest on the 1.900% Guaranteed Notes due 2018 (the "2018 notes") on February 10 and August 10 of each year,
beginning on February 10, 2014, the 3.400% Guaranteed Notes due 2023 (the "2023 notes") on February 12 and August 12 of each year, beginning on February 12,
2014 and the 4.550% Guaranteed Notes due 2043 (the "2043 notes", and together with the 2018 notes and the 2023 notes, the "notes") on February 12 and August 12 of
each year, beginning on February 12, 2014. 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 2018 notes will mature on August 10, 2018, the 2023 notes will mature on August 12, 2023 and the 2043 notes will mature on August 12, 2043.
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, 2012 for a discussion of certain factors you should consider before investing in the notes.

The 2018 notes

The 2023 notes

The 2043 notes

Per note

Total

Per note

Total

Per note

Total

Public offering price(1)

99.934%
$ 1,499,010,000 99.790%
$ 997,900,000 99.320%
$ 1,241,500,000
Underwriting discount

0.140%

$
2,100,000 0.200%

$
2,000,000 0.450%

$
5,625,000
Proceeds before expenses, to us

99.794%
$ 1,496,910,000 99.590%
$ 995,900,000 98.870%
$ 1,235,875,000
(1) Plus accrued interest from August 12, 2013 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 August 12, 2013.

Joint Book-Running Managers

Barclays

Deutsche Bank Securities
Morgan Stanley

The date of this prospectus supplement is August 7, 2013.
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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, 2012 as filed with the SEC on March 14, 2013 (the "2012 Form 20-F"), Royal Dutch Shell plc's Form 6-K,
including the three-month period ended March 31, 2013 Unaudited Condensed Interim Financial Report, as filed with the SEC on May 2, 2013, Royal Dutch Shell plc's
Form 6-K, as filed with the SEC on May 2, 2013, Royal Dutch Shell plc's Form 6-K, as filed with the SEC on July 9, 2013 and Royal Dutch Shell plc's Form 6-K,
including the three and six month period ended June 30, 2013 Unaudited Condensed Interim Financial Report, as filed with the SEC on August 1, 2013.
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, China, Denmark, Germany, Malaysia, the Netherlands,
Nigeria, Norway, Oman, Qatar, Russia, the UK and the USA.
We are bringing new oil and gas supplies on-stream from major field developments. We are also investing in growing our integrated gas activities. For
example, our Pearl gas-to-liquids ("GTL") plant completed its ramp-up at the end of 2012. In Downstream we seek innovative ways to market liquefied natural
gas ("LNG"), for example through the use of LNG in the transport sector.
At the same time, we are exploring for oil and gas in prolific conventional geological formations, 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 reservoirs in the USA, Australia, Canada and China, which can be
developed by fracturing techniques.
We also have a focused portfolio of refineries and chemical plants. Furthermore, we are a leading biofuel producer and fuel retailer in Brazil, through our
Raízen joint venture. We have a strong retail 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.
A strong patent portfolio underlies the technology that we employ in our various businesses. In total, Shell currently has more than 14,000 granted patents and
pending patent applications.
Shell Businesses
Upstream International manages the Upstream businesses outside the Americas. It explores for and recovers crude oil, natural gas and natural gas liquids,
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. Since January 2013, it manages its operations primarily by line of business, with this structure overlaying individual
country organisations. This organisation is supported by activities such as Exploration and New Business Development. Previously activities were organised
primarily by geographical location.
Upstream Americas manages the Upstream businesses in North and South America. It explores for and recovers crude oil, natural gas and natural gas
liquids, 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 manages its operations by line of business,
supported by activities such as Exploration and New Business Development.

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Downstream manages Shell's refining 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. Refining includes manufacturing, 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 CO m
2
anagement.
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:
$1,500,000,000 aggregate principal amount of 1.900% Guaranteed Notes due 2018.

$1,000,000,000 aggregate principal amount of 3.400% Guaranteed Notes due 2023.

$1,250,000,000 aggregate principal amount of 4.550% Guaranteed Notes due 2043.

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 2018 notes at 100% of their principal amount plus accrued interest on August 10,
2018, the 2023 notes at 100% of their principal amount plus accrued interest on August 12, 2023 and
the 2043 notes at 100% of their principal amount plus accrued interest on August 12, 2043.

Interest payment dates:
Every February 10 and August 10, commencing on February 10, 2014, for the 2018 notes, every
February 12 and August 12, commencing on February 12, 2014, for the 2023 notes and every
February 12 and August 12, commencing on February 12, 2014, for the 2043 notes.

Regular record dates:
Every January 25 and July 25 for the 2018 notes, every January 27 and July 27 for the 2023 notes
and every January 27 and July 27 for the 2043 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 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 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, in the case of the 2018 notes, 12
basis points in the case of the 2023 notes and 15 basis points in the case of the 2043 notes, 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 2018 notes, the 2023 notes and the 2043 notes will be identical, except as set forth
in this prospectus supplement. The 2018 notes, the 2023 notes and the 2043 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 2018 notes, the 2023 notes and the 2043 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 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.

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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 August 12, 2013.

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 2012 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 2012 Form 20-F.

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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 June 30, 2013,
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, 2013.

Adjusted
June 30,
for

2013

Offering
(unaudited)
(unaudited)

$ million

$ million
Equity

Total equity attributable to shareholders of Royal Dutch Shell plc

$176,867

$176,867
Current debt

4,954

4,954

Non-Current debt

28,017

31,767

Total debt

32,971(1)(2)

36,721

Total capitalization

$209,838

$213,588

(1) Of total debt, $28.7 billion was unsecured and $4.3 billion was secured.
(2)
Includes, as at June 30, 2013, $24.1 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, 2012: $29.4 billion), with the remainder raised by other subsidiaries with no recourse beyond the
immediate borrower and/or the local assets. As at June 30, 2013, Shell also had outstanding guarantees of $3.2 billion, of which $2.2 billion related to debt of
equity-accounted investments.
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
$3,727,987,950. We will use the proceeds for general corporate purposes.

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