Bond Shells 2% ( US822582CD22 ) in USD

Shells

94.65 % ▼

Netherlands

US822582CD22 ( in USD )

2% per year ( payment 2 times a year)

06/11/2029

Prospectus brochure of the bond Shell US822582CD22 en USD 2%, maturity 06/11/2029

1 000 USD

1 500 000 000 USD

822582CD2

A+ ( Upper medium grade - Investment-grade )

Aa2 ( High grade - Investment-grade )

07/05/2026 ( In 143 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.

This financial article presents a detailed overview of a specific fixed-income instrument, an obligation (ISIN: US822582CD22, CUSIP: 822582CD2) issued by Shell, a prominent global multinational energy conglomerate with vast operations in oil and gas exploration, production, refining, chemicals, and growing investments in renewable energy ventures, known for its extensive global presence and significant historical ties to the Netherlands, from which this particular bond originates, currently trading at 93.6% of its par value in USD, carrying a coupon interest rate of 2% paid semiannually, boasting a substantial total issue size of $1,500,000,000 with a minimum purchase increment of $1,000, and maturing on November 6, 2029, all while maintaining robust investment-grade credit ratings of A+ from Standard & Poor's and Aa2 from Moody's.

424B2
424B2 1 d827816d424b2.htm 424B2
Table of Contents
CALCULATION OF REGISTRATION FEE

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

Offering Price

Registration Fee(1)
2.000% Guaranteed Notes due 2024

$1,250,000,000

$162,250
Guarantees of 2.000% Guaranteed Notes due 2024

--

-- (2)
2.375% Guaranteed Notes due 2029

$1,500,000,000

$194,700
Guarantees of 2.375% Guaranteed Notes due 2029

--

-- (2)
3.125% Guaranteed Notes due 2049

$1,250,000,000

$162,250
Guarantees of 3.125% Guaranteed Notes due 2049

--

-- (2)
Total

$4,000,000,000

$519,200

(1)
The registration fee of $519,200 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. 333-222005
333-222005-01
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 12, 2017)

$4,000,000,000
Shell International Finance B.V.
$1,250,000,000 2.000% Guaranteed Notes due 2024
$1,500,000,000 2.375% Guaranteed Notes due 2029
$1,250,000,000 3.125% Guaranteed Notes due 2049
Guaranteed as to the Payment of Principal and Interest by
Royal Dutch Shell plc

Shell International Finance B.V. will pay interest on the 2.000% Guaranteed Notes due 2024 (the "2024 notes") on May 7 and November 7 of each
year, beginning on May 7, 2020, the 2.375% Guaranteed Notes due 2029 (the "2029 notes") on May 7 and November 7 of each year, beginning on May 7,
2020, and the 3.125% Guaranteed Notes due 2049 (the "2049 notes", and together with the 2024 notes and the 2029 notes, the "notes") on May 7 and
November 7 of each year, beginning on May 7, 2020. Shell International Finance B.V. may redeem some or all of the notes at any time and from time to
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 2024 notes will mature on November 7, 2024, the 2029 notes will mature on
November 7, 2029, and the 2049 notes will mature on November 7, 2049.
Payments of the principal and interest on the notes will be fully and unconditionally guaranteed by Royal Dutch Shell plc ("Royal Dutch Shell").
Application will be made for listing of the notes on the New York Stock Exchange.

See the "Risk Factors" identified on page 8 of the attached prospectus and on pages 15-20 of our Annual Report on Form
20-F for the Year Ended December 31, 2018 for a discussion of certain factors you should consider before investing in the notes.

The 2024 notes

The 2029 notes

The 2049 notes

Per note
Total
Per note
Total
Per note
Total

Public offering price (1)
99.716%
$1,246,450,000 99.294%
$1,489,410,000 98.466%
$1,230,825,000
Underwriting discount
0.120%
$
1,500,000 0.200%
$
3,000,000 0.425%
$
5,312,500
https://www.sec.gov/Archives/edgar/data/1306965/000119312519284787/d827816d424b2.htm[11/6/2019 8:42:20 AM]

424B2
Proceeds before expenses, to us
99.596%
$1,244,950,000 99.094%
$1,486,410,000 98.041%
$1,225,512,500

(1)
Plus accrued interest from November 7, 2019 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 are expected to 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 November 7,
2019.

Joint Book-Running Managers

BNP PARIBAS

Goldman Sachs

J.P. Morgan

Morgan Stanley

The date of this prospectus supplement is November 4, 2019.
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
S-2
FORWARD-LOOKING STATEMENTS
S-3
SUMMARY
S-4
RISK FACTORS
S-8
CAPITALIZATION AND INDEBTEDNESS
S-9
USE OF PROCEEDS
S-10
DESCRIPTION OF NOTES
S-11
TAXATION
S-15
EXPENSES
S-18
EXPERTS
S-19
LEGAL MATTERS
S-20
UNDERWRITING
S-21
PROSPECTUS

ABOUT THIS PROSPECTUS
2
ROYAL DUTCH SHELL PLC
3
SHELL INTERNATIONAL FINANCE B.V.
3
RISK FACTORS
4
FORWARD-LOOKING STATEMENTS
8
WHERE YOU CAN FIND MORE INFORMATION
9
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
11
RATIO OF EARNINGS TO FIXED CHARGES
13
USE OF PROCEEDS
13
CAPITALIZATION AND INDEBTEDNESS
13
LEGAL OWNERSHIP
14
DESCRIPTION OF DEBT SECURITIES
16
DESCRIPTION OF ROYAL DUTCH SHELL WARRANTS
27
DESCRIPTION OF ROYAL DUTCH SHELL ORDINARY SHARES
30
DESCRIPTION OF ROYAL DUTCH SHELL AMERICAN DEPOSITARY SHARES
41
CLEARANCE AND SETTLEMENT
48
TAXATION
53
PLAN OF DISTRIBUTION
71
EXCHANGE CONTROLS
73
LIMITATIONS ON RIGHTS TO OWN SECURITIES
73
LEGAL MATTERS
73
EXPERTS
73
https://www.sec.gov/Archives/edgar/data/1306965/000119312519284787/d827816d424b2.htm[11/6/2019 8:42:20 AM]

424B2

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.

S-1
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's annual report on
Form 20-F for the fiscal year ended December 31, 2018 as filed with the SEC on March 14, 2019 (the "2018 Form 20-F"), Royal Dutch Shell's Form
6-K, as furnished to the SEC on May 2, 2019 (the third Form 6-K so furnished on such date), including the three-month period ended March 31, 2019
Unaudited Condensed Interim Financial Report, Royal Dutch Shell's Form 6-K, as furnished to the SEC on August 2, 2019 (the second Form 6-K so
furnished on such date), including the three- and six-month periods ended June 30, 2019 Unaudited Condensed Interim Financial Report and Royal Dutch
Shell's Form 6-K, as furnished to the SEC on October 31, 2019 (the fifth Form 6-K so furnished on such date), including the three- and nine-month
periods ended September 30, 2019 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

S-2
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the documents incorporated by reference herein and therein contain forward- looking statements (within the meaning of the
US Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations and businesses of Royal Dutch Shell. All
statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of
future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that
https://www.sec.gov/Archives/edgar/data/1306965/000119312519284787/d827816d424b2.htm[11/6/2019 8:42:20 AM]

424B2
could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements
include, among other things, statements concerning the potential exposure of Royal Dutch Shell to market risks and statements expressing management's
expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases
such as "aim", "ambition", "anticipate", "believe", "could", "estimate", "expect", "goals", "intend", "may", "objectives", "outlook", "plan", "probably",
"project", "risks", "schedule", "seek", "should", "target", "will" and similar terms and phrases. There are a number of factors that could affect the future
operations of Royal Dutch Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this
prospectus supplement, and the documents incorporated by reference herein and therein including (without limitation): (a) price fluctuations in crude oil
and natural gas; (b) changes in demand for Shell's products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of
market share and industry competition; (g) environmental and physical risks; (h) risks associated with the identification of suitable potential acquisition
properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries
subject to international sanctions; (j) legislative, fiscal and regulatory developments including regulatory measures addressing climate change;
(k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of
the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; and
(m) changes in trading conditions. No assurance is provided that future dividend payments will match or exceed previous dividend payments. All forward-
looking statements contained in this prospectus supplement and the documents incorporated by reference herein and therein are expressly qualified in their
entirety by the cautionary statements contained or referred to in this section and in the documents incorporated by reference herein. Readers should not
place undue reliance on forward-looking statements. Additional risk factors that may adversely affect future results are contained in Royal Dutch Shell's
2018 Form 20-F (available at www.sec.gov). These risk factors also expressly qualify all forward-looking statements contained in this prospectus
supplement and the documents incorporated by reference herein and therein and should be considered by the reader. Each forward-looking statement speaks
only as of the date of this prospectus supplement. Neither Royal Dutch Shell plc nor any of its subsidiaries undertake any obligation to publicly update or
revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially
from those stated, implied or inferred from the forward-looking statements contained in this prospectus supplement and the documents incorporated by
reference herein and therein.

S-3
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 supplement, the
attached prospectus and the additional documents incorporated by reference herein for more information on 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 an international energy company with expertise in the exploration, development, production, refining and marketing of oil and
natural gas, as well as in the manufacturing and marketing of chemicals. Shell is one of the world's largest independent energy companies in terms of
market capitalisation, cash flow from operating activities, and production levels.
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.
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 transports and trades oil, gas and
other energy-related products, such as electricity and carbon-emissions rights.
Shell's portfolio of refineries and chemical plants enables Shell to capture value from the oil and gas production, 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 its Raízen joint venture.
Shell invests in low-carbon energy solutions such as biofuels, hydrogen, wind and solar power, and in other commercial opportunities linked to the
energy transition.
The integration of Shell's businesses is one of its competitive advantages, allowing for optimizations across Shell's global portfolio. Shell's key
strengths include the development and application of innovation and technology, the financial and project management skills that allow Shell to safely
https://www.sec.gov/Archives/edgar/data/1306965/000119312519284787/d827816d424b2.htm[11/6/2019 8:42:20 AM]

424B2
develop large and complex projects, the management of integrated value chains and the marketing of energy products. 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 Shell's brand
globally.

S-4
Table of Contents
The Offering
Please refer to "Description of Notes" on page S-11 of this prospectus supplement and "Description of Debt Securities" on page 16 of the attached
prospectus for more information about the notes.

Notes:
$1,250,000,000 aggregate principal amount of 2.000% Guaranteed Notes due 2024.

$1,500,000,000 aggregate principal amount of 2.375% Guaranteed Notes due 2029.

$1,250,000,000 aggregate principal amount of 3.125% Guaranteed Notes due 2049.

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 2024 notes at 100% of their principal amount plus accrued interest on
November 7, 2024, the 2029 notes at 100% of their principal amount plus accrued interest on
November 7, 2029, and the 2049 notes at 100% of their principal amount plus accrued
interest on November 7, 2049.

Interest payment dates:
Every May 7 and November 7, commencing on May 7, 2020.

Regular record dates:
Every April 22 and October 23.

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:
Prior to the applicable Par Call Date (as defined in "Description of Notes -- Optional
Redemption"), the notes will be redeemable in 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, as applicable, 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 2024 notes, 10 basis
points, in the case of the 2029 notes, and 15 basis points, in the case of the 2049

S-5
Table of Contents
notes, plus in each case accrued and unpaid interest thereon to the date of redemption. On or
after the applicable Par Call Date, the notes will be redeemable in whole or in part, at the

option of Shell Finance, at a redemption price equal to 100% of the principal amount of the
notes being redeemed, plus, in each case, accrued and unpaid interest thereon to the date of
https://www.sec.gov/Archives/edgar/data/1306965/000119312519284787/d827816d424b2.htm[11/6/2019 8:42:20 AM]

424B2
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 and clearance:
We will issue the notes in fully registered form in minimum denominations of $1,000 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 2024 notes, the 2029 notes and the 2049 notes will be identical, except as set
forth in this prospectus supplement. The 2024 notes, the 2029 notes and the 2049 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 2024 notes, the 2029 notes and the 2049 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

S-6
Table of Contents
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.

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 November 7, 2019.

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 2018
Form 20-F. In particular, you should evaluate the specific factors identified under "Risk
Factors" beginning on page 4 of the attached prospectus, as well as the risk factors set out on
pages 15-20 of our 2018 Form 20-F.
https://www.sec.gov/Archives/edgar/data/1306965/000119312519284787/d827816d424b2.htm[11/6/2019 8:42:20 AM]

424B2

S-7
Table of Contents
RISK FACTORS
Investing in the notes involves risk. You should consider carefully all of the information included, or incorporated by reference, in this prospectus
supplement and the attached prospectus, including the "Risk Factors" identified on page 4 of the attached prospectus and on pages 15-20 of the 2018
Form 20-F before you decide to invest in the notes. If any of these risks actually occur, our business, financial condition and results of operations could
suffer, and the trading price and liquidity of the notes could decline, in which case you may lose all or part of your investment.

S-8
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 September 30, 2019, 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 September 30, 2019.

Adjusted for

September 30, 2019
Offering

(unaudited)
(unaudited)

$ million

$ million
Equity

Total equity attributable to shareholders of Royal Dutch Shell plc

$
188,617
$ 188,617
Current debt

12,812

12,812
Non-Current debt

76,112

80,112

Total debt

88,924(1)

92,924

Total capitalization

$
277,541
$ 281,541

(1)
Of the total carrying amount of debt at September 30, 2019, $57.8 billion was unsecured, $31.1 billion was secured and $47.9 billion was issued by
Shell International Finance B.V., a 100%-owned subsidiary of Royal Dutch Shell plc with its debt guaranteed by Royal Dutch Shell plc (December
31, 2018: $53.1 billion).

S-9
Table of Contents
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
$3,956,128,350. We will use the net proceeds for general corporate purposes.

S-10
Table of Contents
DESCRIPTION OF NOTES
https://www.sec.gov/Archives/edgar/data/1306965/000119312519284787/d827816d424b2.htm[11/6/2019 8:42:20 AM]

424B2
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 2024 notes will be issued in an initial aggregate principal amount of $1,250,000,000 and will mature on November 7, 2024, the 2029 notes will be
issued in an initial aggregate principal amount of $1,500,000,000 and will mature on November 7, 2029, and the 2049 notes will be issued in an initial
aggregate principal amount of $1,250,000,000 and will mature on November 7, 2049. 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 7 and November 7 of
each year to holders of record on the preceding April 22 and October 23, as the case may be, commencing on May 7, 2020 (or the first following Business
Day (as defined below), if such day is not otherwise a Business Day, 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.
"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.
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 2024 notes, the 2029 notes and the 2049 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.

S-11
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.
https://www.sec.gov/Archives/edgar/data/1306965/000119312519284787/d827816d424b2.htm[11/6/2019 8:42:20 AM]

424B2
Redemption
Optional Redemption
Prior to the applicable Par Call Date, the 2024 notes will be redeemable in 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 2024 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
accrued and unpaid interest thereon to the date of redemption. On or after the applicable Par Call Date, the 2024 notes will be redeemable in whole or in
part, at the option of Shell Finance at any time or from time to time at a redemption price equal to 100% of the principal amount of the 2024 notes being
redeemed, plus accrued and unpaid interest thereon to the date of redemption.
Prior to the applicable Par Call Date, the 2029 notes will be redeemable in 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 2029 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
accrued and unpaid interest thereon to the date of redemption. On or after the applicable Par Call Date, the 2029 notes will be redeemable in whole or in
part, at the option of Shell Finance at any time or from time to time at a redemption price equal to 100% of the principal amount of the 2029 notes being
redeemed, plus accrued and unpaid interest thereon to the date of redemption.
Prior to the applicable Par Call Date, the 2049 notes will be redeemable in 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 2049 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
accrued and unpaid interest thereon to the date of redemption. On or after the applicable Par Call Date, the 2049 notes will be redeemable in whole or in
part, at the option of Shell Finance at any time or from time to time at a redemption price equal to 100% of the principal amount of the 2049 notes being
redeemed, plus accrued and unpaid interest thereon to the date of redemption.

S-12
Table of Contents
"Par Call Date" means as to the 2024 notes, October 7, 2024 (the date that is one month prior to the maturity date of the 2024 notes), as to the 2029 notes,
August 7, 2029 (the date that is three months prior to the maturity date of the 2029 notes), and as to the 2049 notes, May 7, 2049 (the date that is six
months prior to the maturity date of the 2049 notes).
"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 BNP Paribas Securities Corp., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan
Stanley & Co. 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.
https://www.sec.gov/Archives/edgar/data/1306965/000119312519284787/d827816d424b2.htm[11/6/2019 8:42:20 AM]

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 applicable 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.

S-13
Table of Contents
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.
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.
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.

S-14
Table of Contents
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.
This section applies to you only if you are a U.S. holder. You are a U.S. holder if you are a beneficial owner of an offered security and you are for U.S.
federal income tax purposes:

·
a citizen or resident of the U.S.;

·
a corporation, or entity taxable as a corporation, that was created or organized under the laws of the U.S. or any of its political subdivisions;
https://www.sec.gov/Archives/edgar/data/1306965/000119312519284787/d827816d424b2.htm[11/6/2019 8:42:20 AM]

Document Outline

#1">
- #1">