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ROYAL DUTCH SHELL PLC - 2nd Quarter and Half Year 2015 unaudited results

PR Newswire

London, July 30

SECOND QUARTER 2015 PORTFOLIO DEVELOPMENTS1

Upstream

During the quarter, the Malaysia LNG Dua Joint Venture Agreement (“JVA”) expired and Shell transferred its 15% shareholding to Petronas, in accordance with the original JVA terms.

As part of its global exploration programme, Shell added new acreage positions following successful bidding results in the United States, the United Kingdom and Indonesia.

In July, the Browse Joint Venture agreed to enter the front end engineering and design (“FEED”) phase for the proposed non-operated Browse Floating Liquefied Natural Gas (FLNG) development (Shell interest 27%), using Shell FLNG technology. The proposed development is expected to deliver around 12 million tonnes per annum of LNG.

In July, Shell announced the final investment decision (“FID”) to advance the Appomattox deep-water development (Shell interest 79%) in the United States. The Appomattox platform will be Shell’s seventh 4-column host in the Gulf of Mexico. The Appomattox development will initially produce from the Appomattox and Vicksburg fields, with average peak production estimated to reach approximately 175 thousand barrels of oil equivalent per day (boe/d).

In July, Shell announced that it reached an agreement with Kinder Morgan, Inc. for the sale of Shell’s entire 49% equity interest in Elba Liquefaction Company, LLC, the owner of the Elba Liquefaction Project, which is proposed to be constructed and operated at the existing Elba Island LNG Terminal in the United States.

Downstream

In France, Shell received a binding offer of euro 464 million ($529 million) from DCC Energy for its Butagaz Liquefied Petroleum Gas business. The transaction, subject to regulatory approvals following staff consultations, is expected to complete in 2015.

In the United States, Shell Midstream Partners, L.P. announced the execution of a purchase and sale agreement to acquire additional interests in Zydeco Pipeline Company and Colonial Pipeline Company for $448 million from Shell Pipeline Company. The acquisition will increase Shell Midstream Partners’ ownership interest in Zydeco from 43.0% to 62.5% and in Colonial from 1.612% to 3.0%.

Also in the United States, Shell Pipeline Company sold its 100% interest in the Port Arthur Products Station and Shell Ex Facility, known as PAPS, to Colonial Pipeline Company.

In July, Shell Midstream Partners, L.P. completed the acquisition of a 36% equity interest in Poseidon Oil Pipeline Company for $350 million from Equilon Enterprises LLC, a subsidiary of Shell Oil Products US.

1 See page 18 for first quarter 2015 portfolio developments.

KEY FEATURES OF THE SECOND QUARTER 2015

SUMMARY OF IDENTIFIED ITEMS

Earnings for the second quarter 2015 reflected the following items, which in aggregate amounted to a net charge of $474 million (compared with a net charge of $979 million for the second quarter 2014), as summarised in the table below:

These identified items are shown to provide additional insight into segment earnings and income attributable to shareholders. They include the full impact on Shell’s CCS earnings of the following items:

Further items may be identified in addition to the above.

EARNINGS BY BUSINESS SEGMENT

Second quarter Upstream earnings excluding identified items were $1,037 million compared with $4,722 million a year ago. Identified items were a net charge of $263 million, compared with a net charge of $902 million for the second quarter 2014 (see page 4).

Compared with the second quarter 2014, earnings excluding identified items were impacted by the significant decline in oil and gas prices. Earnings were further reduced as a result of lower oil and gas production volumes driven by planned maintenance at Pearl GTL in Qatar, heavy oil in Canada, and deep-water in the Gulf of Mexico, lower fiscal entitlement at Majnoon in Iraq, curtailment and underground storage reinjection at NAM in the Netherlands, and divestments in North America resources plays. Earnings benefited from lower costs, decreased depreciation, and new liquids production volumes, mainly from Cardamom and Mars B in the Gulf of Mexico.

Upstream Americas excluding identified items incurred a loss.

Global liquids realisations were 43% lower than for the second quarter 2014. Global natural gas realisations were 31% lower than for the same quarter a year ago, with a 53% decrease in the Americas and a 24% decrease outside the Americas.

Second quarter 2015 production was 2,731 thousand boe/d compared with 3,077 thousand boe/d a year ago. Liquids production decreased by 4% and natural gas production decreased by 18% compared with the second quarter 2014. Excluding the impact of divestments, curtailment and underground storage reinjection at NAM in the Netherlands, PSC price effects, and security impacts in Nigeria, second quarter 2015 production was 3% lower than for the same period last year. Compared with the second quarter 2014, production volumes were negatively impacted by 131 thousand boe/d due to higher planned maintenance activities.

New field start-ups and the continuing ramp-up of fields, in particular Bonga NW in Nigeria, Gumusut Kakap in Malaysia, and Cardamom and Mars B in the Gulf of Mexico contributed some 126 thousand boe/d to production for the second quarter 2015, which more than offset the impact of field declines.

Equity sales of LNG of 5.46 million tonnes decreased by 9% compared to the same quarter a year ago, mainly reflecting the impact of an unplanned shutdown at NWS in Australia, the Woodside divestment, and lower volumes for Malaysia LNG Dua where the JVA expired.

Half year Upstream earnings excluding identified items were $1,712 million compared with $10,432 million for the first half year 2014. Identified items were a net gain of $1,601 million, compared with a net charge of $1,185 million for the first half year 2014 (see page 4).

Compared with the first half year 2014, Upstream earnings excluding identified items reflected significantly lower oil and gas prices, and lower contributions from trading. Earnings benefited from lower costs and fewer well write-offs.

Compared with the first half year 2014, the weakening Australian dollar and Brazilian real reduced earnings by some $583 million and $313 million respectively. The impact of these items was some $518 million after tax, compared with a favourable impact of some $378 million after tax in the first half year 2014.

Global liquids realisations were 48% lower than for the first half year 2014. Global natural gas realisations were 28% lower than for the same period a year ago, with a 50% decrease in the Americas and a 25% decrease outside the Americas.

Half year 2015 production was 2,948 thousand boe/d compared with 3,160 thousand boe/d for the same period a year ago. Liquids production was in line with the first half year 2014 and natural gas production decreased by 13%. Excluding the impact of divestments, curtailment and underground storage reinjection at NAM in the Netherlands, Abu Dhabi license expiry, PSC price effects, and security impacts in Nigeria, first half year 2015 production was 1% lower than for the same period last year.

Equity sales of LNG of 11.63 million tonnes were 4% lower than for the first half year 2014, reflecting the impact of an unplanned shutdown at NWS in Australia, the Woodside divestment, and lower volumes for Malaysia LNG Dua where the JVA expired, partly offset by improved operating performance.

Second quarter Downstream earnings excluding identified items were $2,961 million compared with $1,347 million for the second quarter 2014. Identified items were a net charge of $215 million, compared with a net charge of $76 million for the second quarter 2014 (see page 4).

Compared with the second quarter 2014, Downstream earnings excluding identified items benefited from lower costs, higher contributions from manufacturing reflecting improved operating performance, and lower taxation. Chemicals earnings benefited from improved intermediates market conditions which more than offset lower base chemicals industry conditions as well as the impact of unit shut-downs at the Moerdijk chemical site in the Netherlands.

Refinery intake volumes were 3% lower compared with the same quarter last year. Excluding portfolio impacts, refinery intake volumes were in line with the second quarter 2014. Refinery availability increased to 95% compared with 94% in the second quarter 2014.

Oil products sales volumes increased by 1% compared with the same period a year ago reflecting higher trading volumes partly offset by lower marketing volumes.

Chemicals sales volumes decreased by 1% compared with the same quarter last year, mainly as a result of reduced availability driven by downtime at the Moerdijk chemical site in the Netherlands. Chemicals manufacturing plant availability decreased to 86% from 90% for the second quarter 2014, mainly reflecting increased maintenance activities.

Half year Downstream earnings excluding identified items were $5,607 million compared with $2,922 million for the first half year 2014. Identified items were a net charge of $347 million, compared with a net charge of $2,656 million for the first half year 2014 (see page 4).

Compared with the first half year 2014, Downstream earnings excluding identified items benefited from higher contributions from manufacturing reflecting higher realised refining margins and improved operating performance. Earnings also benefited from lower costs, including the impact of favourable exchange rate effects and divestments, and lower taxation. Earnings were impacted by negative exchange rate effects in marketing, despite stronger underlying performance. Chemicals earnings benefited from improved intermediates market conditions which more than offset lower base chemicals industry conditions as well as the impact of unit shut-downs at the Moerdijk chemical site in the Netherlands.

Refinery intake volumes were 3% lower compared with the first half year 2014. Excluding portfolio impacts, refinery intake volumes were 1% higher than in the first half year 2014, mainly as a result of improved operating performance. Refinery availability increased to 95% from 93% for the same period a year ago.

Oil products sales volumes increased by 1% compared with the same period a year ago, mainly as a result of higher trading volumes partly offset by lower marketing volumes.

Chemicals sales volumes decreased by 2% compared with the first half year 2014, mainly as a result of reduced availability driven by downtime at the Moerdijk chemical site in the Netherlands. Chemicals manufacturing plant availability decreased to 85% from 93% for the first half year 2014, mainly reflecting increased maintenance activities.

Second quarter Corporate results and Non-controlling interest excluding identified items were a loss of $163 million, compared with a gain of $57 million for the same period last year. Identified items for the second quarter 2015 were a net gain of $4 million, whereas earnings for the second quarter 2014 included a net charge of $1 million (see page 4).

Compared with the second quarter 2014, Corporate results excluding identified items were impacted by lower tax credits, adverse currency exchange rate effects, and higher costs, partly offset by lower net interest expense.

Half year Corporate results and Non-controlling interest excluding identified items were a loss of $238 million compared with a gain of $99 million for the first half year 2014. Identified items for the first half year 2015 were a net charge of $213 million, compared with nil impact for the first half year 2014 (see page 4).

Compared with the first half year 2014, Corporate results excluding identified items were impacted by adverse currency exchange rate effects, partly offset by lower net interest expense.

Compared with the first half year 2014, earnings benefited from the impact of the weakening Brazilian real on deferred tax positions in Upstream by some $101 million. The impact of this on the first half 2015 earnings excluding identified items was a gain of some $101 million after tax, compared with nil impact in the first half 2014.

OPERATIONAL OUTLOOK FOR THE THIRD QUARTER 2015

Compared with the third quarter 2014, Upstream earnings are expected to be impacted by some 104 thousand boe/d as a result of divestments, some 80 thousand boe/d associated with the impact of curtailment and underground storage reinjection at NAM, and some 33 thousand boe/d driven by planned maintenance in the third quarter 2015.

As a result of asset sales in Australia and Italy, refining capacity is expected to decrease by 60 thousand barrels per day and marketing volumes are expected to decrease by some 100 thousand barrels per day compared with the third quarter 2014. Refinery availability is expected to decline in the third quarter 2015 as a result of increased planned maintenance compared to the same period a year ago. Unit shut-downs at the Moerdijk chemical site in the Netherlands are expected to continue to impact Chemicals manufacturing plant availability.

FORTHCOMING EVENTS

Third quarter 2015 results and third quarter 2015 dividend are scheduled to be announced on October 29, 2015.

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Notes 1 to 6 are an integral part of these unaudited Condensed Consolidated Interim Financial Statements.

Notes 1 to 6 are an integral part of these unaudited Condensed Consolidated Interim Financial Statements.

Notes 1 to 6 are an integral part of these unaudited Condensed Consolidated Interim Financial Statements.

Notes 1 to 6 are an integral part of these unaudited Condensed Consolidated Interim Financial Statements.

Notes 1 to 6 are an integral part of these unaudited Condensed Consolidated Interim Financial Statements.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1. Basis of preparation

These unaudited Condensed Consolidated Interim Financial Statements (“Interim Statements”) of Royal Dutch Shell plc and its subsidiaries (collectively referred to as Shell) have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union and as issued by the International Accounting Standards Board and on the basis of the same accounting principles as, and should be read in conjunction with, the Annual Report and Form 20-F for the year ended December 31, 2014 (pages 111 to 116) as filed with the U.S. Securities and Exchange Commission.

The Directors consider it appropriate to continue to adopt the going concern basis of accounting in preparing these Interim Statements.

The financial information presented in the Interim Statements does not constitute statutory accounts within the meaning of section 434(3) of the Companies Act 2006. Statutory accounts for the year ended December 31, 2014 were published in Shell’s Annual Report and a copy was delivered to the Registrar of Companies in England and Wales. The auditors’ report on those accounts was unqualified, did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying the report and did not contain a statement under sections 498(2) or 498(3) of the Companies Act 2006.

2. Segment information

Segment earnings are presented on a current cost of supplies basis (CCS earnings), which is the earnings measure used by the Chief Executive Officer for the purposes of making decisions about allocating resources and assessing performance. On this basis, the purchase price of volumes sold during the period is based on the current cost of supplies during the same period after making allowance for the tax effect. CCS earnings therefore exclude the effect of changes in the oil price on inventory carrying amounts.

Information by business segment:

3. Share capital

Issued and fully paid

Nominal value

At Royal Dutch Shell plc’s Annual General Meeting on May 19, 2015, the Board was authorised to allot ordinary shares in Royal Dutch Shell plc, and to grant rights to subscribe for or to convert any security into ordinary shares in Royal Dutch Shell plc, up to an aggregate nominal amount of euro 147 million (representing 2,100 million ordinary shares of euro 0.07 each), and to list such shares or rights on any stock exchange. This authority expires at the earlier of the close of business on August 19, 2016, and the end of the Annual General Meeting to be held in 2016, unless previously renewed, revoked or varied by Royal Dutch Shell plc in a general meeting.

4. Other reserves

5. Derivative contracts

The table below provides the carrying amounts of derivatives contracts held, disclosed in accordance with IFRS 13 Fair Value Measurement.

As disclosed in the Consolidated Financial Statements for the year ended December 31, 2014, presented in the Annual Report and Form 20-F for that year, Shell is exposed to the risks of changes in fair value of its financial assets and liabilities. The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values at June 30, 2015 are consistent with those used in the year ended December 31, 2014, and the carrying amounts of derivative contracts measured using predominantly unobservable inputs have not changed materially since that date.

The fair value of debt excluding finance lease liabilities at June 30, 2015, was $47,942 million (March 31, 2015: $39,753 million; December 31, 2014: $41,120 million). Fair value is determined from the prices quoted for those securities.

6. Recommended cash and share offer for BG Group plc by Royal Dutch Shell plc

On April 8, 2015, the Boards of Royal Dutch Shell plc and BG Group plc announced that they have reached agreement on the terms of a recommended cash and share offer to be made by Royal Dutch Shell plc for the entire issued and to be issued share capital of BG Group plc, representing a value of approximately £47 billion based on the closing price of 2,208.5 pence per Royal Dutch Shell plc B share on April 7, 2015.

The transaction is subject to certain pre-conditions and conditions and Royal Dutch Shell plc has agreed to use its reasonable endeavours to secure the necessary regulatory clearances and authorisations. It is expected that Royal Dutch Shell plc’s circular will be despatched to shareholders, and its prospectus published, at the same time as BG Group’s scheme document is published, and no later than 28 days after the pre-conditions are satisfied and/or waived. The transaction is expected to complete in early 2016.

Under certain circumstances occurring on or prior to July 31, 2016, such as the Royal Dutch Shell plc Board withdrawing its recommendation to Royal Dutch Shell plc shareholders to vote in favour of the transaction, Royal Dutch Shell plc has agreed to pay BG Group plc £750 million by way of compensation for any loss suffered by BG Group plc in connection with the preparation and negotiation of the transaction.

ADDITIONAL NOTES FOR INFORMATION

A. Impacts of accounting for derivatives

In the ordinary course of business Shell enters into contracts to supply or purchase oil and gas products as well as power and environmental products. Derivative contracts are entered into for mitigation of resulting economic exposures (generally price exposure) and these derivative contracts are carried at period-end market price (fair value), with movements in fair value recognised in income for the period. Supply and purchase contracts entered into for operational purposes are, by contrast, recognised when the transaction occurs (see also below); furthermore, inventory is carried at historical cost or net realisable value, whichever is lower.

As a consequence, accounting mismatches occur because: (a) the supply or purchase transaction is recognised in a different period; or (b) the inventory is measured on a different basis.

In addition, certain UK gas contracts held by Upstream are, due to pricing or delivery conditions, deemed to contain embedded derivatives or written options and are also required to be carried at fair value even though they are entered into for operational purposes.

The accounting impacts of the aforementioned are reported as identified items in this Report.

B. Capital investment

Capital investment is a measure used to make decisions about allocating resources and assessing performance. It is defined as the sum of capital expenditure, exploration expense (excluding well write-offs), new investments in joint ventures and associates, new finance leases and other adjustments.

C. Return on average capital employed

Return on average capital employed (ROACE) measures the efficiency of Shell’s utilisation of the capital that it employs and is a common measure of business performance. In this calculation, ROACE is defined as the sum of income for the current and previous three quarters, adjusted for after-tax interest expense, as a percentage of the average capital employed for the same period. The tax rate used is Shell’s effective tax rate for the period. Capital employed consists of total equity, current debt and non-current debt.

D. Gearing

Gearing, calculated as net debt (total debt less cash and cash equivalents) as a percentage of total capital (net debt plus total equity), is a key measure of Shell’s capital structure.

E. Liquidity and capital resources

Net cash from operating activities for the second quarter 2015 was $6.1 billion compared with $8.6 billion for the same period last year.

Total current and non-current debt increased to $52.9 billion at June 30, 2015 from $43.8 billion at March 31, 2015 while cash and cash equivalents increased to $27.0 billion at June 30, 2015 from $19.9 billion at March 31, 2015. During the second quarter 2015 Shell issued $10.0 billion of debt under the US shelf registration. No new debt was issued under the euro medium-term note programme.

Capital investment for the second quarter 2015 was $7.1 billion, of which $5.9 billion in Upstream and $1.1 billion in Downstream. Capital investment for the same period of 2014 was $8.5 billion, of which $7.1 billion in Upstream and $1.4 billion in Downstream.

Dividends of $0.47 per share are announced on July 30, 2015 in respect of the second quarter. These dividends are payable on September 21, 2015. In the case of B shares, the dividends will be payable through the dividend access mechanism and are expected to be treated as UK-source rather than Dutch-source. See the Annual Report and Form 20-F for the year ended December 31, 2014 for additional information on the dividend access mechanism.

Under the Scrip Dividend Programme shareholders can increase their shareholding in Shell by choosing to receive new shares instead of cash dividends. Only new A shares will be issued under the Programme, including to shareholders who currently hold B shares.

Half year net cash from operating activities was $13.2 billion compared with $22.6 billion for the same period last year.

Total current and non-current debt increased to $52.9 billion at June 30, 2015 from $45.5 billion at December 31, 2014 while cash and cash equivalents increased to $27.0 billion at June 30, 2015 from $21.6 billion at December 31, 2014. During the first half year 2015 Shell issued $10.0 billion of debt under the US shelf registration. No new debt was issued under the euro medium-term note programme.

Capital investment for the first half year 2015 was $13.9 billion, of which $11.9 billion in Upstream and $1.9 billion in Downstream. Capital investment for the same period of 2014 was $19.2 billion, of which $16.8 billion in Upstream and $2.4 billion in Downstream.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties affecting Shell are described in the Risk Factors section of the Annual Report and Form 20-F for the year ended December 31, 2014 (pages 11 to 14) and are summarised below. There are no material changes in those Risk Factors for the remaining 6 months of the financial year.

FIRST QUARTER 2015 PORTFOLIO DEVELOPMENTS

Upstream

In April, the Boards of Royal Dutch Shell plc and BG Group plc announced that they have reached agreement on the terms of a recommended cash and share offer to be made by Royal Dutch Shell plc for the entire issued and to be issued share capital of BG Group plc.

In Shell’s heartlands exploration programme there were two non-operated gas discoveries offshore Australia, Blake (Shell interest 50%) and Isosceles (Shell interest 25%), during the quarter. In Brazil, hydrocarbons were discovered at the non-operated Libra C-1 well (Shell interest 20%).

Shell had continued success with near-field exploration discoveries in New Zealand and Oman.

As part of its global exploration programme, Shell added new acreage positions following successful bidding results in Algeria, Australia, Italy, Myanmar and Norway.

In Nigeria, the Shell Petroleum Development Company of Nigeria Limited (“SPDC”), a subsidiary of Shell, completed the divestment of its 30% interest in oil mining lease (“OML”) 18 and related facilities in the Eastern Niger Delta for a consideration of some $0.7 billion.

Also in Nigeria, SPDC completed the divestment of its 30% interest in OML 29 and the Nembe Creek Trunk Line and related facilities in the Eastern Niger Delta for a consideration of some $1.7 billion.

Downstream

In Canada, Shell has taken final investment decision (“FID”) on the Scotford HCU debottleneck project (Shell interest 100%) which is expected to increase hydrocracking capacity by 20%.

In Denmark, Shell announced that it has reached an agreement with Couche-Tard for the sale of its marketing operations including retail, commercial fleet, commercial fuels, aviation and connected trading and supply products businesses. The sale is subject to regulatory approvals and is expected to complete in 2015.

In Qatar, Shell announced that as a result of high capital costs, Shell and its partner, Qatar Petroleum, will not proceed with the proposed Al Karaana petrochemicals project and will stop further work on it.

In April, Shell announced that it has accepted offers for the sale of 185 service stations across the United Kingdom to independent dealers and has exchanged contracts for 158 of these service stations with two dealer groups. All 185 service stations will retain the Shell brand and sell Shell’s fuels.

FIRST QUARTER 2015 SUMMARY OF IDENTIFIED ITEMS

Earnings for the first quarter 2015 reflected the following items, which in aggregate amounted to a net gain of $1,515 million (compared with a net charge of $2,862 million in the first quarter 2014), as summarised below:

RESPONSIBILITY STATEMENT

It is confirmed that to the best of our knowledge: (a) the Condensed Consolidated Interim Financial Statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union; (b) the interim management report includes a fair review of the information required by Disclosure and Transparency Rule (DTR) 4.2.7R (indication of important events during the first six months of the financial year, and their impact on the Condensed Consolidated Interim Financial Statements, and description of principal risks and uncertainties for the remaining six months of the financial year); and (c) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties transactions and changes thereto).

The Directors of Royal Dutch Shell plc are as shown on pages 58-60 in the Annual Report and Form 20-F for the year ended December 31, 2014 except that Jorma Ollila stepped down as a Director on May 19, 2015.

On behalf of the Board

Ben van Beurden Simon Henry

Chief Executive Officer Chief Financial Officer

July 30, 2015 July 30, 2015

INDEPENDENT REVIEW REPORT TO ROYAL DUTCH SHELL PLC

REPORT ON THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Our conclusion

We have reviewed the Condensed Consolidated Interim Financial Statements, defined below, in the half-yearly financial report of Royal Dutch Shell plc for the six months ended June 30, 2015. Based on our review, nothing has come to our attention that causes us to believe that the Condensed Consolidated Interim Financial Statements are not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority. This conclusion is to be read in the context of what we say in the remainder of this report.

What we have reviewed

The Condensed Consolidated Interim Financial Statements, which are prepared by Royal Dutch Shell plc, comprise:

The annual financial statements of Royal Dutch Shell plc are prepared in accordance with applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. The Condensed Consolidated Interim Financial Statements included in this half-yearly financial report have been prepared in accordance with International Accounting Standard 34, ‘Interim Financial Reporting’, as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

What a review of the Condensed Consolidated Financial Statements involves

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, ‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’ issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the Condensed Consolidated Interim Financial Statements.

RESPONSIBILITIES FOR THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AND THE REVIEW

Our responsibilities and those of the directors

The half-yearly financial report, including the Condensed Consolidated Interim Financial Statements, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority. Our responsibility is to express to the company a conclusion on the Condensed Consolidated Interim Financial Statements in the half-yearly financial report based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure and Transparency Rules of the Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

PricewaterhouseCoopers LLP

Chartered Accountants

London

July 30, 2015

a) The maintenance and integrity of the Royal Dutch Shell plc website (www.shell.com) are the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the Condensed Consolidated Interim Financial Statements since they were initially presented on the website.

b) Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

CAUTIONARY STATEMENT

The release, presentation, 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. Any failure to comply with applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

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 recommended combination of Royal Dutch Shell plc (“Shell”) and BG Group plc (“BG”) (the “Combination”) or otherwise nor shall there be any sale, issuance or transfer of securities of Shell or BG pursuant to the Combination in any jurisdiction in contravention of applicable laws.

All amounts shown throughout this announcement are unaudited. All peak production figures in Portfolio Developments are quoted at 100% expected production.

The companies in which Royal Dutch Shell plc directly and indirectly owns investments are separate entities. In this announcement “Shell”, “Shell group” and “Royal Dutch Shell” are sometimes used for convenience where references are made to Royal Dutch Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to subsidiaries in general or to those who work for them. These expressions are also used where no useful purpose is served by identifying the particular company or companies. ‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell companies” as used in this announcement refer to companies over which Royal Dutch Shell plc either directly or indirectly has control. Companies over which Shell has joint control are generally referred to as “joint ventures” and companies over which Shell has significant influence but neither control nor joint control are referred to as “associates”. The term “Shell interest” is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in a venture, partnership or company, after exclusion of all third-party interest.

This announcement contains forward-looking statements concerning the financial condition, results of operations and businesses of Royal Dutch Shell and of the Combination. 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 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, BG and the combined group 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 ‘‘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 announcement, 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. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional risk factors that may affect future results are contained in Royal Dutch Shell’s Form 20-F for the year ended December 31, 2014 (available at www.shell.com/investor and www.sec.gov). These risk factors also expressly qualify all forward-looking statements contained in this announcement and should be considered by the reader. Each forward-looking statement speaks only as of the date of this announcement, July 30, 2015. 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 announcement.

We may have used certain terms, such as resources, in this announcement that the United States Securities and Exchange Commission (SEC) strictly prohibits us from including in our filings with the SEC. U.S. investors are urged to consider closely the disclosure in our Form 20-F, File No 1-32575, available on the SEC website www.sec.gov. You can also obtain this form from the SEC by calling 1-800-SEC-0330.

July 30, 2015

The information in this Report reflects the unaudited consolidated financial position and results of Royal Dutch Shell plc. The information in this Report also represents Royal Dutch Shell plc’s half-yearly financial report for the purposes of the Disclosure and Transparency Rules of the UK Financial Conduct Authority. As such: (1) the interim management report can be found on pages 2 to 7 and 15 to 18; (2) the condensed set of financial statements on pages 8 to 15; and (3) the directors’ responsibility statement on page 19 and the auditors’ independent review on page 20. Company No. 4366849, Registered Office: Shell Centre, London, SE1 7NA, England, UK.

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