FORM 8 (DD)

     PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT  
       (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)    

               Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")            

    The Panel Executive has agreed on an ex parte basis that the dealings below
    have no Code consequences.

    1.         KEY INFORMATION

    (a) Full name of discloser:                          Shell Asset Management Company    
                                                         B.V.                              
                                                                                           
    (b) Owner or controller of interests and short                                         
    positions disclosed, if different from 1(a):                                           
         The naming of nominee or vehicle companies is                                     
    insufficient.  For a trust, the trustee(s), settlor                                    
    and beneficiaries must be named.                                                       
                                                                                           
    (c) Name of offeror/offeree in relation to whose     Royal Dutch Shell plc             
    relevant securities this form relates:                                                 
         Use a separate form for each offeror/offeree                                      
                                                                                           
    (d) Status of person making the disclosure:          Person acting in concert with the 
         e.g. offeror, offeree, person acting in concert offeror                           
    with the offeror/offeree (specify name of offeror/                                     
    offeree)                                                                               
                                                                                           
    (e) Date dealing undertaken:                         June 30, 2015                     
                                                                                           
    (f)  In addition to the company in 1(c) above, is    Yes - BG Group plc                
    the discloser making disclosures in respect of any                                     
    other party to the offer?                                                              
         If it is a cash offer or possible cash offer,                                     
    state "N/A"                                                                            

    2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE

    If there are positions or rights to subscribe to disclose in more than one
    class of relevant securities of the offeror or offeree named in 1(c), copy
    table 2(a) or (b) (as appropriate) for each additional class of relevant
    security.

    (a)        Interests and short positions in the relevant securities of the
    offeror or offeree to which the disclosure relates following the dealing

    Class of relevant security:                          EUR 0.07 A ordinary                 
                                                                                             
                                                Interests               Short positions      
                                                                                             
                                              Number          %          Number          %   
                                                                                             
    (1) Relevant securities owned and/       1,842,464       0.04           0            0   
    or controlled:                                                                           
                                                                                             
    (2) Cash-settled derivatives:                0            0             0            0   
                                                                                             
    (3) Stock-settled derivatives                0            0             0            0   
    (including options) and agreements                                                       
    to purchase/sell:                                                                        
                                                                                             
                                                                                             
         TOTAL:                              1,842,464       0.04           0            0   


     

    Class of relevant security:                          EUR 0.07 B ordinary                 
                                                                                             
                                                Interests               Short positions      
                                                                                             
                                              Number          %          Number          %   
                                                                                             
    (1) Relevant securities owned and/       1,003,048       0.04           0            0   
    or controlled:                                                                           
                                                                                             
    (2) Cash-settled derivatives:                0            0             0            0   
                                                                                             
    (3) Stock-settled derivatives                0            0             0            0   
    (including options) and agreements                                                       
    to purchase/sell:                                                                        
                                                                                             
                                                                                             
         TOTAL:                              1,003,048       0.04           0            0   

    All interests and all short positions should be disclosed.

    Details of any open stock-settled derivative positions (including traded
    options), or agreements to purchase or sell relevant securities, should be
    given on a Supplemental Form 8 (Open Positions).

    Details of any securities borrowing and lending positions or financial
    collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

    (b)        Rights to subscribe for new securities (including directors' and
    other employee options)

    Class of relevant security in relation to                                              
    which subscription right exists:                                                       
                                                                                           
    Details, including nature of the rights                                                
    concerned and relevant percentages:                                                    

    3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE

    Where there have been dealings in more than one class of relevant securities of
    the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as
    appropriate) for each additional class of relevant security dealt in.

    The currency of all prices and other monetary amounts should be stated.

    (a)        Purchases and sales

    (i)         Party to an offer or person acting in concert (except for a
    principal trader in the same group as a connected adviser)

      Class of relevant       Purchase/sale     Number of securities     Price per unit    
          security                                                                         
                                                                                           
    EUR 0.07 A ordinary           Sale                 380,226             1,787.306p      
                                                                                           
    EUR 0.07 A ordinary            Buy                 14,648               1,786.50p      
                                                                                           
    EUR 0.07 B ordinary           Sale                 531,232             1,809.228p      
                                                                                           
    EUR 0.07 B ordinary            Buy                   612                1,807.00p      


     

    (ii)        Principal trader where the sole reason for the connection is that
    the principal trader is in the same group as a connected adviser

    Class of relevant Purchases/ sales   Total number of  Highest price per Lowest price per 
        security                           securities        unit paid/        unit paid/    
                                                              received          received     
                                                                                             

    (b)        Cash-settled derivative transactions

        Class of        Product         Nature of dealing       Number of    Price per unit
        relevant      description    e.g. opening/closing a     reference                  
        security        e.g. CFD      long/short position,      securities                 
                                      increasing/reducing a                                
                                       long/short position                                 
                                                                                           

    (c)        Stock-settled derivative transactions (including options)

    (i)         Writing, selling, purchasing or varying

    Class of    Product      Writing,    Number of  Exercise    Type     Expiry    Option  
    relevant  description   purchasing,  securities price per   e.g.      date      money  
    security   e.g. call     selling,     to which    unit    American,             paid/  
                 option    varying etc.    option             European            received 
                                          relates               etc.              per unit 
                                                                                           

    (ii)        Exercise

    Class of relevant      Product         Exercising/        Number of      Exercise price 
        security         description    exercised against    securities         per unit    
                      e.g. call option                                                      
                                                                                            

    (d)        Other dealings (including subscribing for new securities)

     Class of relevant       Nature of dealing             Details        Price per unit (if
         security            e.g. subscription,                              applicable)    
                                 conversion                                                 
                                                                                            

    4.         OTHER INFORMATION

    (a)        Indemnity and other dealing arrangements

    Details of any indemnity or option arrangement, or any agreement or                    
    understanding, formal or informal, relating to relevant securities which may be        
    an inducement to deal or refrain from dealing entered into by the party to the         
    offer or person acting in concert making the disclosure and any other person:          
    Irrevocable commitments and letters of intent should not be included.  If there        
    are no such agreements, arrangements or understandings, state "none"                   
                                                                                           
    NONE                                                                                   
                                                                                           

    (b)        Agreements, arrangements or understandings relating to options or
    derivatives

    Details of any agreement, arrangement or understanding, formal or informal,            
    between the party to the offer or person acting in concert making the                  
    disclosure and any other person relating to:                                           
    (i)  the voting rights of any relevant securities under any option; or                 
    (ii) the voting rights or future acquisition or disposal of any relevant               
    securities to which any derivative is referenced:                                      
    If there are no such agreements, arrangements or understandings, state "none"          
                                                                                           
    NONE                                                                                   
                                                                                           

    (c)        Attachments

    Are any Supplemental Forms attached?

    Supplemental Form 8 (Open Positions)                                          NO       
                                                                                           
    Supplemental Form 8 (SBL)                                                     NO       

       

    Date of disclosure:                         July 1, 2015                               
                                                                                           
    Contact name:                               Bart van der Steenstraten                  
                                                                                           
    Telephone number:                           +31 70 31 99 402                           

    Public disclosures under Rule 8 of the Code must be made to a Regulatory
    Information Service and must also be emailed to the Takeover Panel at 
    monitoring@disclosure.org.uk .  The Panel's Market Surveillance Unit is
    available for consultation in relation to the Code's dealing disclosure
    requirements on +44 (0)20 7638 0129.

    The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .