RDSA.L Regulatory News (RDSA)

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14 December 2015

Chinese competition authority approval of Shell offer

BG Group plc ("BG Group" or "the Company") today confirms the receipt of unconditional merger clearance from the Chinese Ministry of Commerce ("MOFCOM") of the recommended cash and share offer for the Company to be made by Royal Dutch Shell plc ("Shell").

This approval from China is the final regulatory clearance that is a pre-condition to the Combination. Other pre-conditional clearances have already been received from the authorities in Australia, Brazil and the European Union.

BG Group's Chief Executive, Helge Lund said: "Following today's approval from MOFCOM, all pre-conditional regulatory approvals for the combination have been received and we now move to the next phase. I am pleased that we have continued to deliver a strong operating and safety performance throughout the offer period which is a credit to our teams across the business. The proposed combination has strong industrial logic, particularly in deep water production and LNG, and will accelerate the delivery of value to our shareholders."

The proposed combination will require support from both BG Group and Shell shareholders and BG Group shareholders should now await further communications from their board.

The pre-conditions and conditions to the Combination are set out in the announcement of the proposed offer released on 8 April 2015 (the "Announcement").

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In accordance with Rule 26.1 of the City Code on Takeovers and Mergers, a copy of this announcement will be available on the website of BG at www.bg-group.com by no later than 12 noon (London time) on the business day following this announcement.

Notes to Editors:

About BG Group:

BG Group plc (LSE: BG.L) has a broad portfolio of business interests focused on oil and gas exploration and production and liquefied natural gas. Active in more than 20 countries on five continents, BG Group combines a deep understanding of gas markets with a proven track record in finding and commercialising reserves.

BG Group trades in the US in the form of ADRs (American Depositary Receipts) on the OTCQX International Premier market under the symbol (OTCQX:BRGYY).

For further information visit: www.bg-group.com

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Additional information

This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the proposed Shell-BG Group combination or otherwise, nor shall there be any sale, issuance or transfer of securities of Shell or BG Group pursuant to the proposed Shell-BG Group combination in any jurisdiction in contravention of applicable laws. This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. The information disclosed in this announcement may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.