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ROYAL DUTCH SHELL PLC - Update on Recommended Combination Shell and BG Group

PR Newswire

London, December 21

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

For immediate release

21 December 2015

Update on the Recommended Combination between Royal Dutch Shell plc and BG Group plc

Royal Dutch Shell plc (“Shell”) and BG Group plc (“BG”) announce that, following satisfaction of the final pre-condition to the recommended combination and with the unanimous approval of both boards, BG is today seeking the approval of the High Court to publish its scheme document and convene the related shareholder meetings.

Following High Court approval, the scheme document will be published as soon as practicable, which is currently expected to be on 22 December 2015.

Subject to approval of the UK Listing Authority, the Shell shareholder circular and prospectus are expected to be published at the same time as the scheme document.

Shell and BG shareholder meetings to approve the recommended combination are expected to be convened on 27 and 28 January 2016, respectively. Full details will be included in the shareholder documentation.

A further announcement will be made in due course.

-END-

Enquiries:

Shell

Shell Media Relations

International: +44 207 934 5550

Americas: +1 713 241 4544

Shell Investor Relations

Europe: + 31 70 377 4540

North America: +1 832 337 2034

BG

Media

Lachlan Johnston +44 (0) 118 929 2942 lachlan.johnston@bg-group.com

Toby Bates: +44 (0) 118 929 2246 toby.bates@bg-group.com

Kim Blomley: +44 (0) 118 938 6568 kim.blomley@bg-group.com

Out of Hours Media Mobile: +44 (0) 7917 185 707

Investors

Mark Lidiard +44 (0) 118 929 2079 mark.lidiard@bg-group.com

Siobhán Andrews +44 (0) 118 929 3171 siobhan.andrews@bg-group.com

Ian Wood: +44 (0) 118 929 3829 ian.wood@bg-group.com

Investor Relations: +44 (0) 118 929 3025 invrel@bg-group.com

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 Shell-BG combination or otherwise, nor shall there be any sale, issuance or transfer of securities of Shell or BG pursuant to the Shell-BG combination in any jurisdiction in contravention of applicable laws.

This announcement does not constitute a prospectus or prospectus equivalent document.

In accordance with Rule 26.1 of the Code, a copy of this announcement will also be available on the website of Shell at www.shell.com and 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.

For the avoidance of doubt, the contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

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 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.

Forward looking statements

This announcement contains certain forward looking statements with respect to the financial condition, results of operations and businesses of Shell and BG and their respective groups, and certain plans and objectives of Shell with respect to the combined group. 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 Shell, BG and the combined group to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on average capital employed, production and prospects. 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", "seek", "should", "target", "will" and similar terms and phrases.

There are a number of factors that could affect the future operations of Shell, BG and the combined group and that could cause 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, BG and the combined group’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 Shell's Form 20-F for the year ended 31 December 2014 (available at www.shell.com/investor and www.sec.gov). These risk factors expressly qualify all forward looking statements contained in this announcement and should also be considered by the reader.

For a discussion of important factors which could cause actual results to differ from forward looking statements relating to BG and the BG group, refer to BG’s Annual Report and Accounts for the year ended 31 December 2014.

Each forward looking statement speaks only as of the date of this announcement. None of Shell, the Shell group, BG or the BG group undertakes any obligation to publicly update or revise any forward looking statement as a result of new information, future events or otherwise, except to the extent legally required. In light of these risks, results could differ materially from those stated, implied or inferred from the forward looking statements contained in this announcement.