Bond Shells 4% ( US822582BQ44 ) in USD

Shells

100 % ▲

Netherlands

US822582BQ44 ( in USD )

4% per year ( payment 2 times a year)

09/05/2046

Prospectus brochure of the bond Shell US822582BQ44 en USD 4%, maturity 09/05/2046

1 000 USD

2 250 000 000 USD

822582BQ4

AA- ( High grade - Investment-grade )

Aa2 ( High grade - Investment-grade )

10/11/2025 ( In 154 days )

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 ( Netherlands ) , in USD, with the ISIN code US822582BQ44, pays a coupon of 4% per year.
The coupons are paid 2 times per year and the Bond maturity is 09/05/2046

The Bond issued by Shells ( Netherlands ) , in USD, with the ISIN code US822582BQ44, was rated Aa2 ( High grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Shells ( Netherlands ) , in USD, with the ISIN code US822582BQ44, was rated AA- ( High grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B2 1 d180863d424b2.htm 424B2
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)
1.375% Guaranteed Notes due 2019

$ 1,750,000,000

$
176,225
Guarantees of 1.375% Guaranteed Notes due 2019

--

-- (2)
1.875% Guaranteed Notes due 2021

$ 1,500,000,000

$
151,050
Guarantees of 1.875% Guaranteed Notes due 2021

--

-- (2)
2.875% Guaranteed Notes due 2026

$ 1,750,000,000

$
176,225
Guarantees of 2.875% Guaranteed Notes due 2026

--

-- (2)
4.000% Guaranteed Notes due 2046

$ 2,250,000,000

$
226,575
Guarantees of 4.000% Guaranteed Notes due 2046

--

-- (2)
Total

$ 7,250,000,000

$
730,075

(1)
The registration fee of $730,075 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)

$7,250,000,000
Shell International Finance B.V.
$1,750,000,000 1.375% Guaranteed Notes due 2019
$1,500,000,000 1.875% Guaranteed Notes due 2021
$1,750,000,000 2.875% Guaranteed Notes due 2026
$2,250,000,000 4.000% Guaranteed Notes due 2046
Guaranteed as to the Payment of Principal and Interest by
Royal Dutch Shell plc

Shell International Finance B.V. will pay interest on the 1.375% Guaranteed Notes due 2019 (the "2019 notes") on May 10 and November 10 of each year, beginning on November
10, 2016, the 1.875% Guaranteed Notes due 2021 (the "2021 notes") on May 10 and November 10 of each year, beginning on November 10, 2016, the 2.875% Guaranteed Notes due
2026 (the "2026 notes") on May 10 and November 10 of each year, beginning on November 10, 2016, and the 4.000% Guaranteed Notes due 2046 (the "2046 notes", and together with
the 2019 notes, the 2021 notes and the 2026 notes, the "notes") on May 10 and November 10 of each year, beginning on November 10, 2016. Shell International Finance B.V. may
redeem some or all of the 2019 notes, the 2021 notes, the 2026 notes and the 2046 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 2019 notes will mature on May 10, 2019, the
2021 notes will mature on May 10, 2021, the 2026 notes will mature on May 10, 2026 and the 2046 notes will mature on May 10, 2046.
Payments of the principal and interest on the notes are fully and unconditionally guaranteed by Royal Dutch Shell plc.
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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 8-12 of our Annual Report
on Form 20-F for the Year Ended December 31, 2015 for a discussion of certain factors you should consider before
investing in the notes.

The 2019 notes

The 2021 notes

The 2026 notes

The 2046 notes

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

Public offering price(1)
99.778% $1,746,115,000 99.455% $1,491,825,000 99.672% $1,744,260,000 98.198% $2,209,455,000
Underwriting discount
0.100% $
1,750,000 0.120% $
1,800,000 0.200% $
3,500,000 0.425% $
9,562,500
Proceeds before expenses, to us
99.678% $1,744,365,000 99.335% $1,490,025,000 99.472% $1,740,760,000 97.773% $2,199,892,500
(1) Plus accrued interest from May 10, 2016 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 10, 2016.

Joint Book-Running Managers

Barclays

Deutsche Bank Securities

Morgan Stanley

RBC Capital Markets

The date of this prospectus supplement is May 5, 2016.

Table of Contents
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
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
S-12
TAXATION
S-12
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
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
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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.

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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, 2015 as filed with the SEC on March 10, 2016 (the "2015 Form 20-F") and
Royal Dutch Shell plc's Form 6-K, as furnished to the SEC on May 4, 2016, including the three-month period ended March 31, 2016 Unaudited
Condensed Interim Financial Report.
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

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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
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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 explores for crude oil and natural gas worldwide, both in conventional fields and from sources such as tight rock, shale
and coal formations.
Shell works to develop new crude oil and natural gas supplies from major fields. For example, in 2015, production began from the
Bonga Phase 3 and Erha North Phase 2 projects in Nigeria, and the Corrib gas field in Ireland. Shell also extracts bitumen from oil sands,
which Shell converts into synthetic crude oil. Shell cools natural gas to provide liquefied natural gas ("LNG") that can be safely shipped to
markets around the world, and Shell converts gas to liquids ("GTL").
Shell's portfolio of refineries and chemical plants enables Shell to capture value from the oil and gas that Shell produces, turning them
into a range of refined and petrochemical products, which are moved and marketed around the world for domestic, industrial and transport use.
The products Shell sells include gasoline, diesel, heating oil, aviation fuel, marine fuel, LNG for transport, lubricants, bitumen and sulphur.
Shell also produces and sells ethanol from sugar cane in Brazil, through our Raízen joint venture. 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 about 12,000 granted patents and
pending patent applications.
Shell Businesses
Our businesses and organisations described below were in place with effect from January 1, 2016.
Integrated Gas is engaged in the liquefaction and transportation of gas, and the conversion of natural gas to liquids to provide fuels and
other products, as well as projects with an integrated activity from producing to commercialising gas.
Upstream combines the operating segments Upstream, which is engaged in the exploration for and extraction of crude oil, natural gas
and natural gas liquids, the transportation of oil and wind energy, and Oil Sands, which is engaged in the extraction of bitumen from oil sands
that is converted into synthetic crude oil.
Downstream is made up of a number of different Oil Products and Chemicals business activities, part of an integrated value chain, that
collectively turn crude oil into a range of refined products which are moved and marketed around the world for domestic, industrial and
transport use. The products we sell include gasoline, diesel, heating oil, aviation fuel, marine fuel, LNG for transport, lubricants, bitumen and
sulphur. In addition, we produce and sell petrochemicals for industrial use worldwide.
Shell's Oil Products activities comprise Refining, Trading and Supply, Pipelines and Marketing, referred to as classes of business.
Marketing includes Retail, Lubricants, Business to Business and Alternative Energies. In

S-3
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Trading and Supply, Shell trades crude oil, oil products and petrochemicals, to optimise feedstocks for Refining and Chemicals, to supply our
Marketing businesses and third parties, and for Shell's own profit. Chemicals has major manufacturing plants, located close to refineries, and
its own marketing network.
Projects & Technology manages the delivery of Shell's major projects and drives research and innovation to develop new 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,wells activities and CO2
management.

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S-4
Table of Contents
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:
$1,750,000,000 aggregate principal amount of 1.375% Guaranteed Notes due 2019.
$1,500,000,000 aggregate principal amount of 1.875% Guaranteed Notes due 2021.
$1,750,000,000 aggregate principal amount of 2.875% Guaranteed Notes due 2026.
$2,250,000,000 aggregate principal amount of 4.000% Guaranteed Notes due 2046.

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 2019 notes at 100% of their principal amount plus accrued interest
on May 10, 2019, the 2021 notes at 100% of their principal amount plus accrued interest
on May 10, 2021, the 2026 notes at 100% of their principal amount plus accrued interest
on May 10, 2026, and the 2046 notes at 100% of their principal amount plus accrued
interest on May 10, 2046.

Interest payment dates:
Every May 10 and November 10, commencing on November 10, 2016 for the 2019
notes. Every May 10 and November 10, commencing on November 10, 2016 for the
2021 notes. Every May 10 and November 10, commencing on November 10, 2016 for
the 2026 notes. Every May 10 and November 10, commencing on November 10, 2016
for the 2046 notes.

Regular record dates:
Every April 25 and October 25 for the 2019 notes. Every April 25 and October 25 for
the 2021 notes. Every April 25 and October 25 for the 2026 notes. Every April 25 and
October 25 for the 2046 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

S-5
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equal to the greater of (i) 100% of the principal amount of the notes being redeemed and
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(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 2019 notes, 15 basis points, in the case of the 2021 notes, 20 basis points, in
the case of the 2026 notes, and 25 basis points, in the case of the 2046 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.

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
We will issue the notes in fully registered form in minimum denominations of $1,000
and clearance:
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
("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 2019 notes, the 2021 notes, the 2026 notes and the 2046 notes will be
identical, except as set forth in this prospectus supplement. The 2019 notes, the 2021
notes, the 2026 notes and the 2046 notes will each constitute a separate series of notes
under the indenture relating to the notes. Each such series will be separate from

S-6
Table of Contents
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 2019 notes, the 2021 notes, the 2026 notes and the 2046
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
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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.

Trustee and Principal Paying Agent:
Deutsche Bank Trust Company Americas.

Closing and delivery:
We currently expect delivery of the notes to occur on May 10, 2016.

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
2015 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 8-12 of our 2015 Form 20-F.

S-7
Table of Contents
CAPITALIZATION AND INDEBTEDNESS
The following table sets forth, in accordance with International Financial Reporting Standards ("IFRS") as issued by the International
Accounting Standards Board, the unaudited consolidated combined capitalization and indebtedness of the Shell Group as of March 31, 2016, 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, 2016.

Adjusted for

March 31, 2016

Offering

(unaudited)
(unaudited)

$ million

$ million

Equity

Total equity attributable to shareholders of Royal Dutch Shell plc

$ 196,521

$ 196,521
Current debt

7,868

7,868
Non-Current debt

73,005

80,255

Total debt

80,873(1)(2)

88,123

Total capitalization

$
277,394

$
284,644

(1)
Of total debt, $74.1 billion was unsecured and $6.8 billion was secured.
(2)
Includes, as at March 31, 2016, $48.6 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, 2015: $49.5 billion), with the remainder raised by other subsidiaries
with no recourse beyond the immediate borrower and/or the local assets. As at March 31, 2016, Shell also had outstanding guarantees of $0.6
billion, of which $0.3 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 $7,174,032,925. We will use the proceeds for general corporate purposes.

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DESCRIPTION OF NOTES
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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 2019 notes will be issued in an initial aggregate principal amount of $1,750,000,000 and will mature on May 10, 2019, the 2021 notes
will be issued in an initial aggregate principal amount of $1,500,000,000 and will mature on May 10, 2021, the 2026 notes will be issued in an
initial aggregate principal amount of $1,750,000,000 and will mature on May 10, 2026, and the 2046 notes will be issued in an initial aggregate
principal amount of $2,250,000,000 and will mature on May 10, 2046. Book-entry interests in the notes will be issued in minimum denominations
of $1,000 and in integral multiples of $1,000.
The notes will bear interest at the rates per annum shown on the cover page of this prospectus supplement, payable in arrears on May 10 and
November 10 of each year to holders of record on the preceding April 25 and October 25, as the case may be, commencing on November 10, 2016
(or the first following Business Day, if such day is not otherwise a Business Day, where "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, 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
notes will be computed on the basis of a 360-day year of twelve 30-day months.
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,
premium (if any), and interest on the notes, including any additional amounts, when and as any such payments become due and payable, whether at
maturity, upon redemption or declaration of acceleration, or otherwise. The guarantee of the notes will be unsecured and unsubordinated
indebtedness of Royal Dutch Shell and will rank equally with all of its other unsecured and unsubordinated indebtedness from time to time
outstanding. Because Royal Dutch Shell is a holding company, the guarantee will effectively rank junior to any indebtedness of its subsidiaries.
The 2019 notes, the 2021 notes, the 2026 notes and the 2046 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 relating to guaranteed debt securities issued by Shell Finance, dated as of June 27, 2006, among Shell Finance, Royal Dutch Shell and
the trustee, Deutsche Bank Trust Company Americas. 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.

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Table of Contents
The trustee at its principal corporate trust office in the city of New York is designated as the principal paying agent. We may at any time
designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent
acts.
We will issue the notes in fully registered form. Each series of notes will be represented by one or more global securities registered in the
name of a nominee of DTC. You will hold a beneficial interest in the notes through DTC and its participants, including Clearstream, Luxemburg
and Euroclear. See "Clearance and Settlement" in the attached prospectus for more information about these clearing systems.
Payment of Additional Amounts
The government of any jurisdiction where Royal Dutch Shell or Shell Finance is resident may require Royal Dutch Shell or Shell Finance to
withhold amounts from payments on the principal or interest on the notes or any amounts to be paid under the guarantee, as the case may be, for
taxes or any other governmental charges. If a withholding of this type is required, Royal Dutch Shell or Shell Finance, as the case may be, may be
required to pay you an additional amount so that the net amount you receive will be the amount specified in the note to which you are entitled. For
more information on additional amounts and the situations in which Royal Dutch Shell or Shell Finance must pay additional amounts, see
"Description of Debt Securities--Provisions Applicable to Each Indenture--Payment of Additional Amounts" in the attached prospectus; for these
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purposes, paragraph (ix) of that section of the attached prospectus should be deleted.
Redemption
Optional Redemption
The 2019 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 2019 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.
The 2021 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 2021 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 15 basis points,
plus in each case accrued and unpaid interest thereon to the date of redemption.
The 2026 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 2026 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 20 basis points,
plus in each case accrued and unpaid interest thereon to the date of redemption.
The 2046 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 2046 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 25 basis points,
plus in each case accrued and unpaid interest thereon to the date of redemption.

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"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity or
interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment Bank as having
an actual or interpolated maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term
of such notes.
"Independent Investment Bank" means one of the Reference Treasury Dealers appointed by Shell Finance.
"Comparable Treasury Price" means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if Shell Finance obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
determined by an Independent Investment Bank, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to Shell Finance by such Reference Treasury Dealer at 3:30 p.m. New York time on the third
business day preceding such redemption date.
"Reference Treasury Dealer" means each of Barclays Capital Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and RBC
Capital Markets, LLC or their affiliates which are primary U.S. Government securities dealers, and their respective successors, plus three other
primary U.S. government securities dealers; provided, however, that if any of the foregoing or their affiliates shall cease to be a primary
U.S. Government securities dealer in the city of New York (a "Primary Treasury Dealer"), Shell Finance shall substitute therefor another Primary
Treasury Dealer.
Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of notes to be
redeemed.
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424B2
Unless Shell Finance defaults in payment of the redemption price, and Royal Dutch Shell defaults in payment under its guarantee of the
notes, on and after the redemption date interest will cease to accrue on the notes or portions thereof called for redemption.
Tax Redemption
In the event of tax law changes after the date of this prospectus supplement that require us to pay additional amounts, as described in the
attached prospectus under "Description of Debt Securities--Provisions Applicable to Each Indenture--Payment of Additional Amounts", we may
call all, but not less than all, the notes for redemption. This means we may repay them early. You have no right to require us to call the notes. We
discuss our ability to redeem the notes in greater detail under "Description of Debt Securities--Provisions Applicable to Each Indenture--Optional
Tax Redemption" in the attached prospectus.
If we call the notes, we must pay you 100% of their principal amount. We will also pay you accrued interest, and any additional amounts, if
we have not otherwise paid you interest through the redemption date, provided that we have made payment to the trustee.
Notice of any redemption will be mailed at least 15 days but not more than 60 days before the redemption date to each holder of notes to be
redeemed.

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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 as
described under "Description of Debt Securities--Provisions Applicable to Each Indenture--Substitution of Shell Finance as Issuer" of the
attached prospectus. Additionally, should any entity become the 100% owner of Royal Dutch Shell, such entity may assume the obligations of
Royal Dutch Shell under the notes as described under "Description of Debt Securities--Provisions Applicable to Each Indenture--Consolidation,
Merger and Sale of Assets" of the attached prospectus. 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.
Defeasance and Discharge
We may release ourselves from any payment or other obligations on the notes as described under "Description of Debt Securities--
Provisions Applicable to Each Indenture--Defeasance" in the attached prospectus.
Trustee
The trustee for the holders of the notes will be Deutsche Bank Trust Company Americas. See "Description of Debt Securities--Provisions
Applicable to Each Indenture--Trustee" and "--Events of Default" in the attached prospectus for a description of the trustee's procedures and
remedies available in the event of a default.
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
The last sentence of the last paragraph of the section of the attached prospectus entitled "ENFORCEABILITY OF CERTAIN CIVIL
LIABILITIES" should be amended to read as follows:
"However, a court in the Netherlands would generally give binding effect to a final judgment that has been rendered in the U.S. if it finds that the
jurisdiction of the federal or state court in the U.S. has been based on grounds that are internationally acceptable, that proper legal procedures have
been observed, that it would not contravene Dutch public policy to give binding effect to such final judgment and that the judgment is not
irreconcilable with a judgment of a court in the Netherlands or an earlier judgment of a foreign court that is capable of being recognised in the
Netherlands."
TAXATION
U.S. Taxation
The first section in the attached prospectus under "TAXATION--U.S. Taxation" should be replaced with the section below:
"This section describes the material U.S. federal income tax consequences of acquiring, owning and disposing of securities we may offer pursuant
to this prospectus. It applies to you only if you acquire the offered securities in an offering or offerings contemplated by this prospectus and you
hold the offered securities as capital assets for tax purposes. This section, to the extent it represents a discussion of U.S. federal income tax law, is
the opinion of Cravath, Swaine & Moore LLP, U.S. counsel to the issuer.
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Document Outline

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