bg group - royal dutch shell...3 royal dutch shell nominee service opt-out form if you wish to hold...

BG GroupRecommended cash and share offer byRoyal Dutch Shell plc for BG Group plc

Shareholder GuidePLEASE READ

22 December 2015

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ii BG GROUP | SHAREHOLDER GUIDE 2015

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTIONThis Guide forms part of, and should be read in conjunction with, the Scheme Document.

This Guide is being sent to BG Shareholders to provide assistance with the forms detailed in this Guide and in the Scheme Document and to provide answers to frequently asked questions in connection with the Combination. This Guide does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire any securities in any jurisdiction.

This Guide is not a summary of the terms of the Combination or Scheme Document and so should not beregarded as a substitute for the Scheme Document. You should read the Scheme Document in full beforedeciding how to vote on the Combination and whether to make any election under the Mix and Match Facility or the Shell A Share Alternative, or to opt out of the Royal Dutch Shell Nominee Service.

If you have not received a hard copy of the Scheme Document, it is available on BG’s website at www.bg-group.com or you may request a hard copy by contacting the Shareholder Helpline on the numbers set out in this Guide.

This Guide uses certain defined terms that are not included in the Glossary or defined in this Guide but aredefined in Part XII (Definitions) of the Scheme Document.

If you are in any doubt as to what action you should take, it is recommended that you seek your own personalfinancial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independentfinancial adviser authorised under the Financial Services and Markets Act 2000, if you are resident in theUnited Kingdom, or, if not, from another appropriately authorised independent financial adviser.

The distribution of this Guide and/or the accompanying documents (in whole or in part) in, into or fromjurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions andtherefore persons into whose possession this document comes should inform themselves about and observeany such restrictions. Failure to comply with any such restrictions may constitute a violation of the securitieslaws of any such jurisdiction.

The BG Directors accept responsibility for the information contained in this Guide, except in respect ofinformation relating to the Royal Dutch Shell Nominee Service, for which the Shell Directors takeresponsibility. To the best of the knowledge and belief of the BG Directors and the Shell Directors (who havetaken all reasonable care to ensure that such is the case), the information contained in this Guide for whichthey are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

PLEASE ALSO REFER TO THE LEGAL INFORMATION IN THE ANNEX OF THIS GUIDE

More information and documents are available online at www.bg-group.com and/or www.shell.com

SIGNPOSTING TOFURTHER INFORMATIONMarkers to further informationare illustrated as follows >

More informationand documentsare available online

Cover image: FPSO Cidade de Ilhabela, Brazil.Courtesy of Petrobras Image Databank/Steferson Faria

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1BG GROUP | SHAREHOLDER GUIDE 2015

CONTENTS

SECTION 1Introduction from the Chairman _____________________________________________________________2

SECTION 2What other documents are available to BG Shareholders? _________________________________________4

SECTION 3Key dates _______________________________________________________________________________5

SECTION 4Form of Election – A guide to your options _____________________________________________________6

SECTION 5The Royal Dutch Shell Nominee Service________________________________________________________8

SECTION 6How to get to the Meetings ________________________________________________________________10

SECTION 7How to complete the forms ________________________________________________________________11

A. Court Meeting Form of Proxy ________________________________________________________11

B. BG General Meeting Form of Proxy____________________________________________________12

C. Form of Election __________________________________________________________________13

D. Royal Dutch Shell Nominee Service Opt-Out Form ________________________________________14

SECTION 8Frequently asked questions ________________________________________________________________15

SECTION 9Your checklist___________________________________________________________________________24

SECTION 10Glossary_______________________________________________________________________________25

ANNEXLegal information _______________________________________________________________________26

If you need help filling in any of the forms or have additional queries, please telephone the ShareholderHelpline on 0800 917 8611 from within the UK or +44 121 415 0920 if calling from outside the UK between9.00 a.m. and 5.30 p.m. (UK time) Monday to Friday (except English and Welsh public holidays).*

* Calls to the Shareholder Helpline from outside the UK will be charged at applicable international rates. Different charges may apply to callsfrom mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The Shareholder Helplinecannot provide advice on the merits of the Combination or the Scheme or give any financial, legal or tax advice.

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2 BG GROUP | SHAREHOLDER GUIDE 2015

SECTION 1 Introduction from the Chairman

Dear Shareholder,On 22 December, BG published the Scheme Documentin relation to the recommended cash and share offer made by Shell for the entire ordinary share capital of BG (the “Combination”). The Scheme Document can be accessed on BG’swebsite at www.bg-group.com. Part I of the SchemeDocument contains a letter from me, your Chairman,to BG Shareholders. Within that letter, paragraph 2provides a summary of the terms of the Combinationand the value delivered, with paragraph 21 setting outthe BG Board’s recommendation to BG Shareholders.

The purpose of this document is to provide guidanceon how to complete the various forms that we havesent you and to provide answers to questions that BG Shareholders may have in connection with theCombination. Please note that this document is a guide only and does not provide full details of theCombination or the options available to you. You should carefully read the Scheme Document, which containsthe full details.

What are the key terms of the Combination?Under the terms of the Combination, you will be entitled to receive:

For each BG Share that you hold

+

This is known as the default Consideration.

When the Combination was announced in April, these terms represented:*

l a value of approximately 1,367 pence per BG Share; and

l a premium of approximately 50% to the Closing Price of 910.4 pence per BG Share.

As at the latest practicable date prior to publication of the Scheme Document**, these terms represented:

l a value of approximately 1,037 pence per BG Share; and

l a value of approximately £35.6 billion for BG’s entire issued and to be issued share capital.

The value of the Consideration that BG Shareholders are entitled to receive includes both a fixed cash elementand a Shell B Share component, the value of which is variable.

0.4454 Shell B Shares383 pence in cash

* Based on the Closing Price of 2,208.5 pence per Shell B Share and 910.4 pence per BG Share, both on 7 April 2015.** Based on the Closing Price of 1,469.0 pence per Shell B Share on 18 December 2015.



What do you need to do?The Combination will be implemented by way of a Court-sanctioned scheme of arrangement (the “Scheme”),which requires the approval of BG Shareholders at two meetings – a Court Meeting and a BG GeneralMeeting (together, the “Meetings”) – both of which will be held at ExCel London, One Western Gateway, RoyalVictoria Dock, London, E16 1XL on Thursday, 28 January 2016. This is a common way of implementingrecommended takeover offers in the UK.

Please complete and return your Forms of Proxy as soon as possible. Doing so will not prevent you fromattending, speaking or voting at the Meetings.

What are your options?If the Scheme is approved, you will receive the default Consideration of 383 pence and 0.4454 Shell B Sharesfor each BG Share that you hold.

You have the option, subject to off-setting elections, to vary the proportions of New Shell Shares and cashthat you will receive. This is known as the ‘Mix and Match Facility’.

You also have the option to receive the share component of the Consideration in the form of Shell A Shares asopposed to Shell B Shares. This is known as the ‘Shell A Share Alternative’. Please read carefully page 19 of thisGuide before making any election under the Shell A Share Alternative and, if in doubt, refer to your financialadviser for the tax and other implications related to Shell A Shares.

You can make elections under the Mix and Match Facility and Shell A Share Alternative using the Form ofElection. You should NOT complete the Form of Election if you wish to receive the default Consideration.

The Scheme Document, which is available on BG’s website www.bg-group.com, contains further detailson the background to, and the terms of, the Combination, the unanimous recommendation of the BG Board,further information on BG and Shell, and the notices convening the Meetings.

Thank you for taking the time to read through this Guide and the Scheme Document, and I thank you in advancefor voting at the Meetings.

Yours faithfully,

Andrew GouldChairman, BG Group plc



SECTION 2 What other documents are available to BG Shareholders?

1 Two Forms of ProxyUsed for voting at the Meetings:

l the BLUE form is for the Court Meeting; and

l the WHITE form is for the BG General Meeting.

2 Form of ElectionYou should NOT complete, sign or return this form if you wantto receive the default Consideration.

Otherwise, the Form of Election allows you to:

l choose to receive more cash or more New Shell Shares underthe Mix and Match Facility, subject to off-setting elections; and/or

l choose to receive all or part of the share component of the Consideration in the form of Shell A Shares rather than Shell B Shares.

3 Royal Dutch Shell Nominee Service Opt-Out FormIf you wish to hold your New Shell Shares through the RoyalDutch Shell Nominee Service, you should NOT complete,sign or return this form.

4 Scheme DocumentContains detailed information on the terms of the Combination,the action you need to take and the notices convening the Meetings.

The Scheme Document is available on BG’s websiteat www.bg-group.com

5 Shell ProspectusContains further information on Shell and the New Shell Shares.

The Shell Prospectus is available on Shell’s website at www.shell.com

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

This Prospectus, which comprises a prospectus relating to Shell and the New Shell Shares, has been prepared inaccordance with the Prospectus Rules made under section 73A of FSMA. This Prospectus has been approved by the FCAin accordance with section 87A of FSMA and has been filed with the FCA and made available to the public inaccordance with PR 3.2.1R. This Prospectus has been prepared in order to provide details of the New Shell Shares to beissued and allotted pursuant to the Combination.

The release, publication or distribution of this Prospectus, in whole or in part, in, into or from jurisdictions other than theUK may be restricted by the laws of those jurisdictions and, therefore, persons into whose possession this Prospectuscomes should inform themselves about and observe any applicable requirements. Any failure to comply with theserestrictions may constitute a violation of the securities laws of one or more of such jurisdictions. In particular, thisProspectus should not be released, published, distributed, forwarded or transmitted, in whole or in part, in, into or fromBarbados, the Dubai International Financial Centre, Hong Kong, Malaysia, Oman, Saudi Arabia, Singapore, Trinidadand Tobago or any other Restricted Jurisdiction.

INVESTORS SHOULD READ THE WHOLE OF THIS PROSPECTUS (INCLUDING ALL THE INFORMATION INCORPORATEDINTO IT BY REFERENCE) CAREFULLY AND IN ITS ENTIRETY. IN PARTICULAR, INVESTORS SHOULD TAKE ACCOUNT OFPART II (RISK FACTORS) WHICH CONTAINS A DISCUSSION OF THE RISKS WHICH MAY MATERIALLY AFFECT THEVALUE OF AN INVESTMENT IN SHELL, THE COMBINED GROUP AND/OR THE NEW SHELL SHARES. INVESTORSSHOULD NOT RELY SOLELY ON THE INFORMATION SUMMARISED IN PART I (SUMMARY).

ROYAL DUTCH SHELL PLC(Registered under the CA 1985 and incorporated in England and Wales

with registered number 4366849)

Proposed issue of up to 1,526,494,336 New Shell Shares in connection withthe recommended cash and share offer by Shell for BG

andapplication for admission of such New Shell Shares to the premium listing segment of the Official List andto trading on the London Stock Exchange’s main market for listed securities and to listing and trading on

Euronext Amsterdam

The Existing Shell Shares are listed on the premium listing segment of the Official List and traded on the London StockExchange’s main market for listed securities and listed and traded on Euronext Amsterdam. The Existing Shell ADSs arelisted and traded on the New York Stock Exchange. Applications will be made to: (i) the FCA for the New Shell Sharesto be admitted to the premium listing segment of the Official List; (ii) the London Stock Exchange for the New ShellShares to be admitted to trading on its main market for listed securities; (iii) Euronext Amsterdam for the New ShellShares to be admitted to listing and trading on Euronext Amsterdam; and (iv) the New York Stock Exchange in orderthat the New Shell Shares are capable of being deposited with the Shell ADS Depositary in exchange for thecorresponding class and amount of Shell ADSs which may be traded on the New York Stock Exchange. It is expectedthat, subject to the satisfaction or waiver (if capable of waiver) of certain Conditions (including the sanction of theScheme by the Court but other than those Conditions which relate to Admission), the New Shell Shares will be(i) admitted to listing on the premium segment of the Official List and to trading on the main market for listed securities ofthe London Stock Exchange and that dealings in the New Shell Shares will commence by 8.00 a.m. on 15 February2016; and (ii) admitted to listing and trading on Euronext Amsterdam by 9.00 a.m. (Central European Time) on16 February 2016. The New Shell Shares will be issued credited as fully paid and will rank pari passu in all respectswith the Shell Shares in issue at the time the New Shell Shares are issued, including in relation to the right to receivenotice of, and to attend and vote at, general meetings of Shell, the right to receive and retain any dividends and otherdistributions declared, made or paid by reference to a record date falling after the Effective Date (in the case of the newShell B Shares, including in respect of any dividends paid through the dividend access arrangements established ascontemplated by the Shell Articles of Association and set out in the Trust Deed) and to participate in the assets of Shellupon a winding-up of Shell. No application has been made or is currently intended to be made by Shell for the NewShell Shares to be admitted to listing or trading on any other exchange.

Voting ID Task ID Shareholder Reference Number

I/We hereby appoint the Chairman of the Court Meeting; orNB: Leave ‘name of proxy’ box blank to appoint the Chairman as your proxy. Leave ‘number of shares proxy appointed over’ box blankto vote all of your shares.

Name of proxy Number of shares proxy appointed over

to be my/our proxy to exercise all or any of my/our rights to attend and to speak and vote on my/our behalf at the Court Meeting ofBG Group plc, to be held at 11.00 a.m. on Thursday, 28 January 2016 and at any adjournment thereof. I/We appoint my/our proxy toattend, speak and vote in the manner indicated below (see Notes 4, 5 and 6).Please indicate here with an ‘X’ if this Form of Proxy is one of multiple instructions being given (see Note 6).If you wish to vote for the Scheme, sign in the box marked ‘FOR’, or if you wish to vote against the Scheme, sign in the box marked‘AGAINST’.

PLEASE SIGN IN ONLY ONE OF THE BOXES BELOW. THIS FORM MUST BE SIGNED IN ORDER TO BE VALID. HOWEVER, IFYOU SIGN MORE THAN ONE BOX THIS FORM OF PROXY WILL BE INVALID (see Notes 7 and 10).

FOR the said Scheme AGAINST the said SchemeSIGNATURE SIGNATURE

Date:

Please detach and post this Form of Proxy (no envelope or stamp required if posting from the UK) to Equiniti so as to be received byEquiniti no later than 11.00 a.m. on Tuesday, 26 January 2016 (see Note 11). Alternatively, you can submit your proxy electronically usingthe numbers above (see Note 11) or through CREST using the CREST electronic proxy appointment service (see Note 12). It is also possibleto hand this blue Form of Proxy to a representative of Equiniti at the Court Meeting or the Chairman of the Court Meeting before the startof the Court Meeting.Please sign and return this Form of Proxy whether or not you plan to attend the Court Meeting.

+

2031-099-S

Court Meeting of BG Group plc to be convened at 11.00 a.m. on Thursday, 28 January 2016.Please read the Notes on the reverse of the Attendance Card before completing this Form of Proxy in black ink.

In the High Court of JusticeNo. CR-2015-9055Chancery Division, Companies CourtIn the matter of BG Group plcand in the matter of the Companies Act 2006

+

+

+

BG Group plcCourt MeetingForm of Proxy


I/We hereby appoint the Chairman of the BG General Meeting; orNB: Leave ‘name of proxy’ box blank to appoint the Chairman as your proxy. Leave ‘number of shares proxy appointed over’ box blankto vote all of your shares.


to be my/our proxy to exercise all or any of my/our rights to attend and to speak and vote on my/our behalf at the BG General Meetingto be held at 11.10 a.m. on Thursday, 28 January 2016 and at any adjournment thereof. I/We appoint my/our proxy to attend, speak andvote in the manner indicated below (see Notes 4, 5 and 6).

Please indicate here with an ‘X’ if this Form of Proxy is one of multiple instructions being given (see Note 6).

Please indicate by placing an ‘X’ in black ink in the appropriate box below how you wish your vote to be cast on the Special Resolution(see Note 7). If you mark more than one of the boxes below, this Form of Proxy will be invalid.

Special Resolution FOR AGAINST WITHHELD

To give effect to the Scheme, as set out in the Notice of BG General Meeting, including the amendments to the BG Articles.

Signature (see Notes 8 and 11) Date

Please detach and post this Form of Proxy (no envelope or stamp required if posting from the UK) to Equiniti (see Note 12). Alternatively,you can submit your proxy electronically using the numbers above (see Note 12) or through CREST using the CREST electronic proxyappointment service (see Note 13). To be valid, your Form of Proxy needs to have been received by Equiniti no later than 11.10 a.m. onTuesday, 26 January 2016. This white Form of Proxy may not be handed to the Chairman of the BG General Meeting or a representativeof Equiniti at the BG General Meeting.Please sign and return this Form of Proxy whether or not you plan to attend the BG General Meeting.

+

2031-098-S

+

+

+

General Meeting of BG Group plc to be held at 11.10 a.m. on Thursday, 28 January 2016.Please read the Notes on the reverse of the Attendance Card before completing this Form of Proxy in black ink.

BG Group plcBG General MeetingForm of Proxy

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to what action you should take, you are recommended to seek your own personalfinancial advice immediately from a properly authorised financial adviser. This document should be read inconjunction with the scheme document dated 22 December 2015 (the “Scheme Document”). Unless thecontext otherwise requires, the definitions used in the Scheme Document also apply to this Form ofElection. Please read carefully the terms of the Scheme, as set out in the Scheme Document, which areincorporated into, and form part of, this Form of Election.

BG GroupForm of Election

IMPORTANT INFORMATION

This Form of Election relates to the recommended cash and share offer made by Royal Dutch Shell plc for BG Group plc (the “Combination”). Under the terms of the Combination, BG Shareholders will be entitled to receive:

For each BG Share you hold +

This is called the default Consideration. You do NOT need to complete, sign or return this Form of Election if youwish to receive the default Consideration.

You need ONLY complete this Form of Election if you wish to make an election under the Mix and Match Facilityand/or the Shell A Share Alternative.

383 pence in cash 0.4454 Shell B Shares

++

++

2031-100-S

Reference Number:

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take,you are recommended to seek your own personal financial advice immediately from a properly authorised financial advisor.

ROYAL DUTCH SHELL NOMINEE SERVICE OPT-OUT FORM

Shareholder(s) name and address

1

Your New Shell Shares will be held in the Royal Dutch Shell Nominee Service as described on pages 8 to 9 and20 to 21 of the Shareholder Guide. If you prefer to receive a share certificate, rather than holding through this

nominee service, please complete this Opt-Out Form.

Eligibility for the Royal Dutch Shell Nominee Service

1. If your BG Shares are not registered to an address in one of the countries/territories overleaf, your New Shell Shares cannot be held in theRoyal Dutch Shell Nominee Service and you will automatically be issued a share certificate.

2. Further details on eligibility are set out in the Shareholder Guide.

This Opt-Out Form should be read together with the scheme document dated 22 December 2015 (the “Scheme Document”). The definitions used in theScheme Document also apply to this Opt-Out Form. Please read carefully the terms of the Scheme and the terms and conditions of the Royal Dutch ShellNominee Service, both of which are set out in the Scheme Document and incorporated into, and form part of, this Opt-Out Form.

2 Opt out from the Royal Dutch Shell Nominee Service

3 Signatures – This Opt-Out Form MUST be signed and dated in order for it to be valid.

If you wish to hold ALL your New Shell Shares in the Royal Dutch Shell Nominee Service, you should NOT complete, sign and return this Opt-Out Form.

If you wish to receive ALL your New Shell Shares in the form of a share certificate, please place an “X” here.

All shareholders who are individuals should sign and complete the individual(s) box below. Shareholders who are companies should complete thecompany box below.

Signing by individual(s)

Signing on behalf of a company (if appropriate)

Name of authorised person

Please provide a contact telephone number in case we have any questions about this instruction.

Signature 1 Date Signature 3 Date


Company Name

Name Position Signature Date

Contact telephone number

You MUST sign Part 3 for this Opt-Out Form to be valid.The completed Opt-Out Form must be received by 4.30 p.m. (UK time) on 12 February 2016, by Equiniti, usingthe reply paid envelope provided or sent to Equiniti, Corporate Actions, Aspect House, Spencer Road, Lancing,West Sussex, BN99 6DA United Kingdom.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART II (EXPLANATORY STATEMENT) OF THISDOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006. If you arein any doubt about the contents of this document or as to what action you should take, you are recommended to seek your ownpersonal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financialadviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom, or, if not, fromanother appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your BG Shares or BG ADRs, please send this document and any accompanyingdocuments (other than documents or forms personalised to you) at once to the purchaser or transferee, or to the bank, stockbrokeror other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, thesedocuments must not be forwarded, distributed or transmitted in, into or from any jurisdiction where to do so would violate the lawsof that jurisdiction. If you have sold or otherwise transferred only part of your holding of BG Shares or BG ADRs you should retainthese documents and contact the bank, stockbroker or other agent through whom the sale or transfer was effected.

The release, publication or distribution of this document and/or any accompanying documents (in whole or in part) in, into or fromjurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whosepossession this document comes should inform themselves about and observe any such restrictions. Failure to comply with any suchrestrictions may constitute a violation of the securities laws of any such jurisdiction.

Recommended Cash and Share Offer

by

Royal Dutch Shell plc

for

BG Group plcto be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

This document (including any documents incorporated into it by reference) should be read as a whole and in conjunction with theForms of Proxy, Form of Election and Royal Dutch Shell Nominee Opt-Out Form. This document should also be read in conjunctionwith the Shell Prospectus, containing further information on Shell and the New Shell Shares and for which Shell and the ShellDirectors are responsible (available on Shell’s website at www.shell.com). Your attention is drawn to the letter from the Chairmanof BG in Part I (Letter from the Chairman of BG Group plc) of this document, which contains the unanimous recommendation of theBG Board that you vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the BG GeneralMeeting. A letter from the BG Financial Advisers explaining the Scheme appears in Part II (Explanatory Statement) of this document.

Notices of the Court Meeting and the BG General Meeting, both of which will be held at ExCel London, One Western Gateway, RoyalVictoria Dock, London, E16 1XL on 28 January 2016, are set out in Part XIII (Notice of Court Meeting) and Part XIV (Notice of BG GeneralMeeting) of this document respectively. The Court Meeting will start at 11.00 a.m. and the BG General Meeting at 11.10 a.m. (or assoon thereafter as the Court Meeting shall have been concluded or adjourned).

The action to be taken by BG Shareholders in relation to the BG Shareholder Meetings is set out on pages 8 to 16 and in paragraph26 of Part II (Explanatory Statement) of this document. It is very important that BG Shareholders use their votes so that the Courtcan be satisfied that there is a fair and reasonable representation of their views. BG Shareholders will be sent a BLUE Form of Proxyfor use in connection with the Court Meeting and a WHITE Form of Proxy for use in connection with the BG General Meeting.Whether or not you intend to attend the BG Shareholder Meetings in person, please complete and sign each of the Forms of Proxy(or appoint a proxy electronically, as referred to in this document) in accordance with the instructions printed on them and returnthem to BG’s registrars, Equiniti, as soon as possible and, in any event, so as to be received by 11.00 a.m. (UK time) on 26 January2016 in respect of the Court Meeting and 11.10 a.m. (UK time) on 26 January 2016 in respect of the BG General Meeting. If the BLUEForm of Proxy for the Court Meeting is not received by the specified time, it may be handed to representatives of Equiniti or theChairman of the Court Meeting before the start of that meeting and will still be valid. In the case of the BG General Meeting,however, unless the WHITE Form of Proxy is received by the time mentioned in the instructions printed on it, it will be invalid. Thecompletion and return of a Form of Proxy will not prevent BG Shareholders from attending, speaking and voting in person at eitherthe Court Meeting or the BG General Meeting, or any adjournment thereof, if you wish and are entitled to do so.

LR13.3.1(6)

LR13.3.1(4)

LR13.3.1(4)

24.3(d)(i)



SECTION 3 Key dates

The dates and times set out below are based on our currentexpectations and are subject to change. If they do change, we will make an announcement through the Regulatory Information Service and updatethe timetable on our website at www.bg-group.com

All times shown are UK times.

Event Expected time and date

Latest time for receipt of Forms of Proxy for:

Court Meeting (BLUE form) 11.00 a.m. on 26 January 2016

BG General Meeting (WHITE form) 11.10 a.m. on 26 January 2016

Voting Record Time 6.00 p.m. on 26 January 2016

Court Meeting 11.00 a.m. on 28 January 2016

BG General Meeting 11.10 a.m. on 28 January 2016

Latest time for receipt of Form of Election 4.30 p.m. on 12 February 2016

Latest time for receipt of Royal Dutch Shell Nominee Service Opt-Out Form 4.30 p.m. on 12 February 2016

Suspension of dealings in BG Shares 6.00 p.m. on 12 February 2016

Scheme Record Time 6.00 p.m. on 12 February 2016

Effective Date of the Scheme 15 February 2016

Admission to listing and trading of New Shell Shares* by 9.00 a.m. on 15 February 2016

Latest date for settlement of Consideration 29 February 2016

The Scheme Document contains the full timetable of principal events.

You should allow four business days for your forms to be received by Equiniti.

* Admission to listing and trading of New Shell Shares on the London stock exchange. New Shell Shares will be admitted to listing and tradingon Euronext Amsterdam on the following day, although this will not prevent you from trading in Shell Shares on this exchange on 15 February2015.



SECTION 4 Form of Election – A guide to your options

This section sets out the different options available to youunder the terms of the Combination and how to select thoseoptions on the Form of Election.It should be read in conjunction with Section 7 of this Guide and paragraphs 10 and 11 of Part II and Part IX of theScheme Document.

If you wish to complete the Form of Election, detach it from the Royal Dutch Shell Nominee Service Opt-OutForm (details of which are in Section 5 and 6 of this Guide). The Form of Election should be returned to Equinitiin the envelope provided (pre-paid if posting from the UK), to be received by 4.30 p.m. on 12 February 2016.

How to elect for ONE option in relation to ALL of your BG SharesTo elect for ONE option in relation to ALL of your BG Shares you should complete the appropriate boxes on yourForm of Election for your chosen option ONLY.

If you choose to receive Shell A Shares, this may have certain tax and other implications for you. Please readcarefully paragraph 8 of Part II of the Scheme Document and page 23 of this Guide for more information and, ifin doubt, refer to your financial adviser.

Option:

Please complete If your election cannot bethe Form of Election fully satisfied and is scaledas follows: down, you will receive:

Shel

l B S

har

es

DefaultConsideration

For each BG Share held,you will receive 383 pencein cash and 0.4454 Shell BShares

You should NOT complete,sign or return the Form Not applicableof Election

All Cash(Shell BShares)

You wish to exchange ALLyour share Considerationof 0.4454 New Shell Sharesper BG Share for cash, subjectto potential scaling down

Box 3.1 andPart 6

383 pence in cash and0.4454 Shell B Shares inrespect of each BG Shareon which your electionis not satisfied

All Shares(Shell BShares)

You wish to exchange ALLyour cash Considerationof 383 pence per BG Sharefor Shell B Shares, subjectto potential scaling down

Box 3.2 andPart 6

Shel

l A S

har

e A

lter

nat

ive

Shell A ShareAlternative

For each BG Share held,you will receive 383 pencein cash and 0.4454 ShellA Shares

Box 4 andPart 6 Not applicable

All Cash (Shell AShares)

You wish to exchange ALLyour share Considerationof 0.4454 New Shell Sharesper BG Share for cash, subjectto potential scaling down

Boxes 3.1 and 4and Part 6

383 pence in cash and 0.4454 Shell A Shares inrespect of each BG Shareon which your electionis not satisfied

All Shares(Shell AShares)

You wish to exchange ALLyour cash Considerationof 383 pence per BG Sharefor Shell A Shares, subjectto potential scaling down

Box 3.2 and 4and Part 6



How to make a Split ElectionAs a result of the Mix and Match Facility and the Shell A Share Alternative, there are a total of six differentoptions available to you to choose how you wish to receive your Consideration.

If you wish to split your BG Shares across more than one of these options (a “Split Election”), you shouldcomplete Parts 5 and 6 of the Form of Election, leaving Parts 3 and 4 blank. Please read the instructionsin Part 5 of the Form of Election carefully before completing the boxes.

The total number of BG Shares that you include in Box 5.7 should not exceed the number of BG Shares thatyou hold, as shown in Part 2 of the Form of Election. You will receive the default Consideration for any BG Sharesin respect of which you have not made an election.

If you sell BG Shares after you complete the Form of Election but before the Scheme Record Time, you shouldread Part IX of the Scheme Document for details of how your elections will be affected.

If you need any help filling in any of the forms or have additional queries, please telephone the Shareholder Helpline on 0800 917 8611 from within the UK or +44 121 415 0920 if calling from outside the UK between 9.00 a.m. and 5.30 p.m. (UK time) Monday to Friday (except English and Welsh public holidays).*

* Calls to the Shareholder Helpline from outside the UK will be charged at applicable international rates. Different charges may applyto calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The ShareholderHelpline cannot provide advice on the merits of the Combination or the Scheme or give any financial, legal or tax advice.



The Royal Dutch Shell Nominee Service has been designedto make life as a Shell Shareholder easier.The Royal Dutch Shell Nominee Service, sponsored by Shell and provided by Equiniti Financial Services Limited,gives you a simple and convenient way to hold your New Shell Shares electronically.

If you hold a share certificate for your BG Shares and they are registered to an address in one of the countries/territories listed on the next page, your New Shell Shares will be held for you electronically through the RoyalDutch Shell Nominee Service by default and you will not receive or need to keep a paper share certificate.If you would like a paper share certificate, you must complete and return the Royal Dutch Shell NomineeService Opt-Out Form.

If you do not opt out of the Royal Dutch Shell Nominee Service, your New Shell Shares, on issue, will be heldelectronically on your behalf in the name of Equiniti Corporate Nominees Limited, however you continue tobe the beneficial owner of the shares and will enjoy the same rights as you would if you held a share certificate.You will be sent a nominee statement showing the number of New Shell Shares held on your behalf no laterthan 14 days after the Combination becomes effective.

If you do not complete and return a Royal Dutch Shell Nominee Service Opt-Out Form by 4.30 p.m. on 12 February2016 but decide you would like to have a share certificate for your New Shell Shares, you can still exit the RoyalDutch Shell Nominee Service at a later date. Exiting the Royal Dutch Shell Nominee Service will be free of chargefor a period of 18 months after the Combination becomes effective.

Benefits of holding your Shell Shares through the Royal Dutch Shell Nominee Servicel Shell Shares held through the Royal Dutch Shell Nominee Service are held electronically. If you choose to opt out of

the Royal Dutch Shell Nominee Service and have paper share certificates in your own name, you are responsible forkeeping those certificates safe, and may have to pay for duplicates if you lose them.

l You can check your shareholdings online through www.shareview.co.uk or by phone at any time free of charge. Shareview registration is free of charge and allows you to check your shareholdings that are administered by Equiniti.

l There are usually shorter settlement times than when selling certificated shares.

l You will benefit from the reassurance of regulation since shares held through the Royal Dutch Shell Nominee Service areheld by Equiniti Financial Services Limited in accordance with the Client Asset Rules of the Financial Conduct Authority andare covered by the Financial Services Compensation Scheme.

l Alongside the advantages set out above, you still retain your rights as a Shell Shareholder and are entitled to:

- receive any dividends paid by Shell in either Pounds Sterling or Euros;

- receive the same communications as other shareholders and choose how you wish to receive regular information from Shell;

- attend general meetings of Shell Shareholders; and

- vote on matters put to Shell Shareholders.

You should consider the following before holding your Shell Shares through the Royal DutchShell Nominee Servicel You will no longer receive paper share certificates.

l There are charges associated with exiting the Royal Dutch Shell Nominee Service and certain other administrative actions(see next page).

l You may be restricted from using the services of share dealing service providers other than the nominated share dealingservice providers without exiting the Royal Dutch Shell Nominee Service (and incurring the charge described above).

SECTION 5 The Royal Dutch Shell Nominee Service



Royal Dutch Shell Nominee Service Shareholder chargesThe following charges are correct as at the date of this Guide. This list is not exhaustive and other charges may apply.

l Maintenance of records – free of charge.

l Transfers into the nominee service – free of charge.

l Transfers out of the nominee service – free of charge for 18 months after the Combination becomes effective, and £10 thereafter*.

l Confirmation of holding:

- By telephone – free of charge.

- Online – free of charge.

- In writing – £10 + VAT.

l Duplicate paper statements – £10 + VAT.

l Entitlement to shareholder communications – free of charge.

l Issue and recording of voting instruction forms – free of charge.

l Share dealing services – rates and charges available on request from nominated share dealing service providers. Pleasesee paragraph 12 of Part II of the Scheme Document.

Further Informationl The terms and conditions of the Royal Dutch Shell Nominee Service can be found in Appendix 1 to the Scheme

Document and are also available at www.shell.com. Please read them carefully before deciding whether to hold yourNew Shell Shares through the Royal Dutch Shell Nominee Service.

l For further information, you can also contact Equiniti Financial Services Limited at Aspect House, Spencer Road, Lancing,West Sussex, United Kingdom, BN99 6DA or by calling 0800 169 1679 from the UK, or +44 121 415 7073 from overseas.

Your Shell Shares can only be held in the Royal Dutch Shell Nominee Service if they areregistered to an address in the following countries/territories:

United Kingdom

Austria

Belgium

Bulgaria

Croatia

Republic of Cyprus

Channel Islands

Czech Republic

Denmark

Estonia

Finland

France

Germany

Gibraltar

Greece

Hungary

Isle of Man

Ireland

Italy

Iceland

Latvia

Liechtenstein

Lithuania

Luxembourg

Malta

Netherlands

Norway

Poland

Portugal

Romania

Slovakia

Slovenia

Spain

Sweden

Switzerland

* Cross border transfers may carry an additional charge, and Stamp Duty Reserve Tax may also be payable on transfers to a third party.



SECTION 6 How to get to the Meetings

The Meetings will be held at ExCeL London, One WesternGateway, Royal Victoria Dock, London, E16 1XL on Thursday, 28 January 2016.The Court Meeting will take place at 11.00 a.m. The BG General Meeting will take place immediately after the Court Meeting.

REGISTRATIONPlease bring with you your attendance card for each of the Meetings. Registration will be open from 9.45 a.m.

Please allow enough time for registration ahead of the Meetings.

YOUR JOURNEY

BY TUBE, DLR & OVERGROUNDTake the Jubilee Line Tube to Canning Town and change on to aDocklands Light Railway (DLR) train bound for Beckton. There are two DLR stations on the ExCeL campus. You should alight at PrinceRegent station for the ExCeL east entrance.

There are lifts on the station platform to the covered walkway to ExCeL.It is a two minute walk to the ExCeL entrance which will be signposted.

BY TRAINYour point of departure will determine which mainline station yourtrain to London will arrive into. All of London’s main train stations have direct tube links which will take you to ExCeL. Furtherinformation and recommended journey times from each of the maintrain stations can be found on ExCeL’s website at www.excel.london

BY ROADFollow signs for Royal Docks, City Airport and ExCeL London.There is easy access from the M25, M11, A406 and A13. The postcode for Sat Nav purposes is E16 1FR which takes you to the east entrance of ExCeL, via Sandstone Lane.

Underground car parking is available onsite at ExCeL in the orange car park and there are signposts and car park attendants to help direct drivers. Please note that parking at ExCeL is charged at a flat rate of £15 for 24 hours. All car parks accept coins, notes and credit cards.

Please note that BG will be unable to reimburse any travel or parking expenses incurred as a result of attendance at the meetings.

Further information concerning the venue can be obtained from the ExCeL directly on 020 7069 5000 and from their websitewww.excel.london

JUBILEE LINE DOCKLANDS LIGHT RAILWAY (DLR)NATIONAL RAILWAY

GREENPARK

BONDSTREET

WESTMINSTER

WATERLOOLONDONBRIDGE

SOUTHWARKFOR

WATERLOOEAST

CANADA WATER

BANK WEST HAM

CANNINGTOWN TOWER HILL

TOWERGATEWAY

LIM

EHO

USE

WES

TFER

RY

POP

LAR

STRATFORDLIVERPOOL STREET

ROYALVICTORIA

CUSTOM HOUSEFOR EXCELWEST

SILVERTOWN

LONDON CITYAIRPORT

PRINCE REGENTFOR EXCEL

PONTOON DOCK

CANARYWHARF

GREENWICH

LEWISHAM

A13 NEWHAM WAY

A112

CON

NA

UG

HT

BR

IDG

E

A1011

A112

A112

VICTORIA DOCK ROAD A112 A1020

ER LEA CROSSING

A1020 A1020

LONDON CITYAIRPORT

EXCELLONDON

ROYALVICTORIA

CUSTOM HOUSEFOR EXCEL (WEST)

PRINCE REGENTFOR EXCEL (EAST) & ICC LONDON

ROYAL VICTORIA DOCK

Conn

augh

tB

ridg

e

BecktonA406M11M25

CanningTownCentral LondonBlackwall TunnelA13, A2

North Woolwich Road A1020 Silvertown Quays

Silv

erto

wn

Way

Orange Car Park Zones 9-16

Orange Car Park Zones 1-8

Royal Victoria Car Park

East Car Park








Date:


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SECTION 7 How to complete the forms

A. Court Meeting Form of Proxy (front)You can submit this form online. Please follow the instructions in Note 11 on thereverse of the attendance card (attached to the Form of Proxy) if you wish to do so.

OPTIONAL

If you wish to appointa Proxy other than theChairman, please inserttheir name here.

OPTIONAL

You can enter the numberof BG Shares for whichyou wish your nominatedProxy to act here. Leavethis box blank if you wishthem to act on behalf ofyour entire holding.

OPTIONAL

If you wish to appointmultiple Proxies, pleaseput a cross in this box andfollow the instructions in Note 6 on the reverseof the Form.

REQUIRED

You need to SIGN this Form for it to be valid.Please only sign in onebox, For or Against,otherwise the Formwill be invalid.

Important: To ensure your Proxy appointment has been registered, this Form must be received by Equinitior submitted online by 11.00 a.m. on 26 January 2016. Alternatively, you can hand this Form in before thestart of the Court Meeting to a representative of Equiniti or the Chairman of the Court Meeting. Please referto the detailed notes on the reverse of the attendance card for further information.












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OPTIONAL

If you wish to appointa Proxy other than theChairman, please inserttheir name here.

OPTIONAL

You can enter the numberof BG Shares for whichyou wish your nominatedProxy to act here. Leavethis box blank if you wishthem to act on behalf ofyour entire holding.

OPTIONAL

If you wish to appointmultiple Proxies, pleaseput a cross in this box andfollow the instructionsin Note 6 on the reverseof the Form.

REQUIRED

Please only put an X in theappropriate box to indicatehow you wish your vote tobe cast, or leave blank ifyou wish your Proxy toexercise their discretion.If more than one box ispopulated, the Form willbe invalid.

REQUIRED

You need to SIGN theForm for it to be valid.


B. BG General Meeting Form of Proxy (front)You can submit this form online. Please follow the instructions in Note 12 on the reverse of the attendance card (attached to the Form of Proxy) if you wish to do so.


Important: To ensure your Proxy appointment has been registered, this Form must be received by Equinitior submitted online by 11.10 a.m. on 26 January 2016 otherwise your vote will NOT be counted. Please refer tothe detailed notes on the reverse of the attendance card for further information.


Number of BG Shares

FORM OF ELECTION

The completed Form of Election must be received by 4.30 p.m. (UK time) on 12 February 2016. Please use thereply paid envelope provided (if in the UK) or send to Equiniti, Corporate Actions, Aspect House, SpencerRoad, Lancing, West Sussex, BN99 6DA United Kingdom.

1 Shareholder(s) Name and Address

3 Mix and Match Facility

4 Shell A Share Alternative

5 Split Election

6 Signatures: You MUST complete Part 6 if you have completed ANY part of this Form of Election

2 Number of BG Shares held as at 6.00 p.m.(UK time) on 14 December 2015

Reference Number:

IMPORTANT: If you wish to make an election in relation to ALL of your BG Shares, you should completePart 3 and/or Part 4 below. If you wish to split your holding of BG Shares across more than one option(a “Split Election”), do NOT complete Part 3 or Part 4. You should instead complete Part 5 on the next page.

You should only complete Part 5 if you wish to split your holding of BG Shares across more than one option.

You should only complete Part 3 if you wish to receive either ALL CASH or ALL SHARES instead of the defaultConsideration in relation to ALL of your BG Shares.

To the extent that elections under the Mix and Match Facility cannot be satisfied in full, they will be scaleddown on a pro rata basis.

If you wish to receive ALL your New Shell Shares in the form of Shell B Shares, you should NOT completethis section.

If you choose to receive Shell A Shares, this may have certain tax and other implications for you. Please read carefullypage 19 of the Shareholder Guide before completing this section and, if in doubt, refer to your financial adviser.

If you have made an election in Part 3 above, the number of New Shell Shares you receive as Shell A Shares maybe subject to scaling.

Box 3.1

Tick

Box 4

Tick

Box 3.2

Tick

ALL CASHsubject to scalingExchange ALL your shareconsideration of 0.4454New Shell Shares perBG Share for Cash

If you wish to receive ALLyour New Shell Shares asShell A Shares,please tick Box 4.

ALL SHARESsubject to scalingExchange ALL your cashconsideration of 383 penceper BG Share for NewShell Shares

OR

Please ensure that you sign Part 6 on the next page if you have completed ANY part of this page

SHEL

L B

SH

AR

ESSH

ELL

A S

HA

RE

ALT

ERN

ATIV

ETO

TAL

DEFAULT CONSIDERATION Enter the number of BG Shares in Box 5.1 for which you wish to receive383 pence and 0.4454 Shell B Shares for each BG Share held at the Scheme Record Time.

Box 5.1

ALL CASH Enter the number of BG Shares in Box 5.2 for which you wish to exchange the shareconsideration of 0.4454 New Shell Shares for CASH.

If your election under this option is scaled down, you will receive the default Considerationin respect of each BG Share on which your election is not satisfied.

Box 5.2

ALL SHARES Enter the number of BG Shares in Box 5.3 for which you wish to exchange the cashconsideration of 383 pence for SHELL B SHARES.

If your election under this option is scaled down, you will receive the default Considerationin respect of each BG Share on which your election is not satisfied.

If you choose to receive Shell A Shares, this may have certain tax and other implications for you. Please read carefully page19 of the Shareholder Guide before completing this section and, if in doubt, refer to your financial adviser.

Box 5.3

SHELL A SHARE ALTERNATIVE Enter the number of BG Shares in Box 5.4 for which you wish toreceive 0.4454 Shell A Shares (instead of 0.4454 Shell B Shares) in addition to 383 pence in cashper BG Share held. Box 5.4

ALL CASH Enter the number of BG Shares in Box 5.5 for which you wish to exchange the shareconsideration of 0.4454 New Shell Shares for CASH.

If your election under this option is scaled down, you will receive 383 pence and 0.4454 Shell AShares in respect of each BG Share on which your election is not satisfied.

Box 5.5

ALL SHARES Enter the number of BG Shares in Box 5.6 for which you wish to exchange the cashconsideration of 383 pence for SHELL A SHARES.

If your election under this option is scaled down, you will receive 383 pence and 0.4454 Shell AShares in respect of each BG Share on which your election is not satisfied.

Box 5.6

Enter the sum of Boxes 5.1 to 5.6. This total should not exceed your holding of BG Shares.

The default Consideration will apply to any BG Share in respect of which an election has notbeen made. Box 5.7

All shareholders who are individuals should sign and complete the individual(s) box below. Shareholders whoare companies should complete the company box below.






Please provide a contact telephone number in case we have any questions about your elections

Company Name




C. Form of Election (pages 2 and 3)

If you wish to make ONE election for ALL of your BGShares, you should complete the appropriate boxesin Parts 3 and/or 4 on page 2, leaving Part 5 on page 3blank. Please refer to the more detailed instructions onthe Form itself and/or those in Section 4 of this Guide.

If you wish to make a Split Election for your holdingof BG Shares across more than one option, you shouldcomplete the appropriate boxes in Part 5 on page 3,leaving Parts 3 and 4 on page 2 blank. Please referto the more detailed instructions on the Form itselfand/or those in Section 4 of this Guide.

Important: You MUST complete Part 6 on page 3 if you have completed ANY part of this Form of Election.The Form of Election must be received by Equiniti by 4.30 p.m. on 12 February 2016.


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Reference Number:




1


















Company Name





D. Royal Dutch Shell Nominee Service Opt-Out Form (front)


Important: To ensure your wishes have been registered, this Form must be received by Equiniti by 4.30 p.m.on 12 February 2016.

OPTIONAL

If you wish to receivea Share certificate inrespect of ALL yourNew Shell Shares, pleasetick the box in Part 2.

REQUIRED

You need to SIGN theform for it to be valid.



Voting

What am I being asked to vote on?You are being asked to vote at two meetings, a Court Meeting and a BG General Meeting, both of whichwill be held at ExCel London, One Western Gateway, Royal Victoria Dock, London, E16 1XL on 28 January 2016.

At the Court Meeting, you will be asked to approve the Scheme.

At the BG General Meeting, you will be asked to approve the Special Resolution to:

l authorise the BG Directors to implement the Scheme; and

l approve certain amendments to the articles of association of BG required in connection with the Combination.

The resolutions proposed at the Meetings must be passed by BG Shareholders for the Combination to becomeeffective. The full text of the resolutions to be proposed at the Meetings is set out in Parts XIII and XIV of theScheme Document.

How do I vote?You are strongly encouraged to vote at both the Court Meeting, using the BLUE Form of Proxy, and theBG General Meeting, using the WHITE Form of Proxy. Please return both completed Forms of Proxyto Equiniti (no envelope or stamp required if posting from the UK).

Alternatively, you can appoint a Proxy electronically. Please see the notes to the Forms of Proxy for details.

If you are unable to submit your BLUE Form of Proxy or appoint a Proxy electronically by 11.00 a.m. on Tuesday,26 January 2016, you can hand it to a representative of Equiniti or the Chairman at, but before the start of, theCourt Meeting. You CANNOT submit the WHITE Form of Proxy at the BG General Meeting, so you need to eithersubmit a completed form or appoint a Proxy electronically, to be received by 11.10 a.m. on Tuesday, 26 January2016 for your vote to count.

The BG Board’s recommendation can be found in paragraph 21 of Part I of the Scheme Document, with thebackground to and reasons for that recommendation set out in full in paragraph 3 of Part I.

How many votes are needed for the Scheme to become effective?At both of the Meetings, the thresholds are calculated on the basis of the BG Shareholders present and voting,either in person or by proxy.

There are two thresholds that need to be met at the Court Meeting to approve the Scheme:

l a majority by number; and

l a minimum of 75% by value of BG Shares voted.

There is one threshold that needs to be met to approve the Special Resolution being proposed at theBG General Meeting:

l a minimum of 75% by value of BG Shares voted.

Do I have to vote?There is no obligation to vote at either of the Meetings, but you are strongly encouraged to do so. It is importantthat, for the Court Meeting in particular, as many votes as possible are cast, so that the Court may be satisfiedthat there is a fair and reasonable representation of the opinion of BG Shareholders. You are still able to makeelections under the Mix and Match Facility and/or Shell A Share Alternative if you do not vote at the Meetings.

What happens if I do not vote in favour of the Combination or do not vote at all?If the Scheme becomes effective, it will be binding on all BG Shareholders, regardless of whether or not theyattended or voted at the Meetings and whether they voted for, or against, the Scheme.

What happens if the vote is unsuccessful?If the Scheme is not approved, the Combination will fail and BG Shareholders will not receive the Consideration.BG Shareholders will continue to hold their BG Shares.

SECTION 8 Frequently asked questions



BG Shareholder Meetings

When and where are the BG Shareholder Meetings taking place?The Court Meeting will take place at 11.00 a.m. (UK time) on 28 January 2016. The BG General Meeting will takeplace immediately after the Court Meeting. Both of the Meetings will be held at ExCel London, One WesternGateway, Royal Victoria Dock, London, E16 1XL. For detailed instructions on how to get there, please see Section 6of this Guide.

Who can attend and vote at the BG Shareholder Meetings?All registered holders of BG Shares at the Voting Record Time are entitled to attend and vote at the Meetings.Regardless of whether you are planning to attend, you are encouraged to complete and return your Forms ofProxy, or appoint a Proxy electronically, as soon as possible.

Do I have to attend the BG Shareholder Meetings?No. All BG Shareholders are entitled to attend, speak or vote at the Meetings but there is no requirement to doso. However, regardless of whether you are planning to attend, you are encouraged to complete and return yourForms of Proxy, or appoint a Proxy electronically, as soon as possible.

If I have appointed a Proxy, can I still attend the Meetings?Yes. Appointing a Proxy will not prevent you from attending, speaking or voting in person at either of the Meetings.

The Combination and the Scheme

What is the effect of the Combination?If the Combination becomes effective, all BG Shares will be transferred to Shell, and BG will become a subsidiary ofShell. In consideration for the transfer of each of your BG Shares, you will be entitled under the terms of the Schemeto receive the default Consideration of 383 pence in cash and 0.4454 Shell B Shares.

Why has the value of the Combination changed since it was announced on 8 April 2015?The terms of the recommended cash and share offer are unchanged, but the Consideration includes a fixedcash element and a Shell B Share component, the value of which is variable, and therefore the value of theConsideration will vary. For more information, please refer to paragraph 2 of Part I of the Scheme Document.

When is the Combination likely to happen?We currently anticipate that the Effective Date will be 15 February 2016 and the New Shell Shares will be yoursand available for trading on 15 February 2016. Please see the timetable set out in Section 3 of this Guide for moredetails.




What is the BG Board’s view of the Combination?The BG Board’s recommendation can be found in paragraph 21 of Part I of the Scheme Document, with thebackground to and reasons for that recommendation set out in full in paragraph 3 of Part I.

What is a Scheme of Arrangement?A Scheme of Arrangement is a Court-approved legal process, which is a common way of implementingrecommended takeover offers in the UK. The Scheme requires your approval at the Meetings, followed by the approval of the Scheme by the Court. Please see page 15 of this Guide for more information on the Meetings and what you are being asked to approve.



What will I receive?

What will I receive under the terms of the Combination?Unless you elect otherwise, and assuming the Scheme becomes effective, you will receive the defaultConsideration, being 383 pence in cash and 0.4454 Shell B Shares for each BG Share that you hold at the SchemeRecord Time. If your existing shareholding is not exactly divisible by the ratio, your entitlement to New ShellShares will be rounded down to the nearest whole number. For example:

Default share entitlement Remaining fractionalNumber of Default cash entitlement (0.4454 Shell B Shares per entitlement ofBG Shares held (383 pence per BG Share) BG Share) rounded down a Shell B Share

100 £383 44 Shell B Shares 0.54

500 £1,915 222 Shell B Shares 0.70

1 000 £3,830 445 Shell B Shares 0.40

However:

l you can elect to receive, subject to off-setting elections, more cash or more New Shell Shares; and

l you can also choose to receive all or part of your share entitlement as Shell A Shares rather than Shell B Shares.

If you want to receive the default Consideration of 383 pence in cash and 0.4454 Shell B Shares in respectof each BG Share that you hold, you should NOT complete the Form of Election.

How are you treating fractional New Shell Shares?The cash value of your fractional entitlement to New Shell Shares will be calculated based on the opening price(s)of a Shell A Share and/or a Shell B Share (as applicable) on the London Stock Exchange on the day of admission,which is currently expected to be 15 February 2016. That amount will be paid to you by Shell in cash. However, ifyou are entitled to an amount of less than £5, it will not be paid to you but will be retained by Shell. Please seeparagraph 20.4 of Part II of the Scheme Document for more details.

Mix and Match Facility

How does the Mix and Match Facility work?While there is a fixed amount of cash and a fixed number of New Shell Shares available to be distributed toall of the BG Shareholders, you can request to receive more cash or more New Shell Shares instead of the defaultConsideration. However, your election for more cash or more New Shell Shares is not guaranteed and will onlybe satisfied in full if other BG Shareholders make equal and opposite Mix and Match Elections. To the extentthat elections cannot be satisfied in full, they will be proportionally scaled down. The Mix and Match Facilitywill not affect the entitlement of any BG Shareholder who does not make an election.

If you participate in the Mix and Match Facility, you will only find out how much cash and how many New Shell Shares you will receive when the Consideration is settled.

For further information on how the Mix and Match Facility works, see paragraph 11 of Part II of the SchemeDocument.

How do I choose more New Shell Shares or more cash?To make ONE Mix and Match Election in respect of ALL of your BG Shares, you need to complete Parts 3and 6 of your Form of Election.

To split your BG Shares across the options available under the Mix and Match Facility, you need to completeParts 5 and 6 of your Form of Election.

Please see Section 4 of this Guide, and the Form of Election, for more details.




Shell A Share Alternative

How does the Shell A Share Alternative work?You can choose to receive all or part of your New Shell Shares at the same ratio in the form of Shell A Shares,rather than Shell B Shares.

What is the difference between Shell B Shares and Shell A Shares?The main differences between the Shell B Shares and the Shell A Shares relate to the Dividend AccessMechanism (tax related) and the currency in which holders receive dividends.

TaxAs Shell is tax resident in the Netherlands, when Shell pays a dividend on Shell A Shares, it is required by Dutchlaw to withhold 15% of the amount of the dividend on account of Dutch tax. A holder of Shell Shares may beentitled to a tax credit in their home state or to a reduction or (partial) refund under Dutch domestic law or atreaty for avoidance of double taxation.

However, Shell has a Dividend Access Mechanism in place in relation to Shell B Shares. Dividends paid viathat mechanism are treated as paid from a UK source for Dutch tax purposes and so are not subject to Dutchwithholding tax. Shell expects holders of Shell B Shares will receive dividends in relation to their Shell B Sharesvia this mechanism, although there can be no certainty that this will be the case.

Currency Dividends on Shell A Shares are paid in Euros, although holders of Shell A Shares can elect to receive dividendsin Pounds Sterling. Dividends on Shell B Shares are paid in Pounds Sterling, although holders of Shell B Sharescan elect to receive dividends in Euros.

Further informationYou should carefully read paragraph 8 of Part II of the Scheme Document, which gives further details on thedifferences between Shell B Shares and Shell A Shares and, if in doubt, refer to your financial adviser regardingthe tax and other implications before making any election under the Shell A Share Alternative.

How do I choose to receive Shell A Shares rather than Shell B Shares?Before taking any action, please ensure that you understand the tax and other implications of making an electionunder the Shell A Share Alternative.

To elect to receive Shell A Shares in respect of your entire holding, you need to complete Parts 4 and 6 of theForm of Election.

To elect to receive a part of your holding in Shell A Shares, and/or to split your shares across the optionsavailable under the Mix and Match Facility, you need to complete Boxes 5.4, 5.5, 5.6 and Part 6 of your Form of Election, as applicable.

Please see Section 4 of this Guide, and the Form of Election, for more details.

What if I buy or sell BG Shares after I have submitted a Mix and Match Election and/or Shell A Share Alternative Election?If you buy or sell BG Shares after having made a Mix and Match Election and/or a Shell A Share AlternativeElection, then the number of BG Shares to which any election applies may be affected. Exactly how it will be affected will depend on whether you have made an election in respect of all of your shareholding or for a specified number of shares. Please see Part IX of the Scheme Document for further information.

If you do buy or sell BG Shares after having made an election, and you do not want your election to be affectedas set out in Part IX of the Scheme Document, you will need to amend your instruction. See page 23 of thisGuide for information on conflicting elections, withdrawals and amendments.



Settlement of cash and New Shell Shares

If the Combination becomes effective, when will I know how much cash and how manyNew Shell Shares I will receive?If you do not make any elections, you will receive the default Consideration of 383 pence and 0.4454Shell B Shares for each BG Share that you hold at the Scheme Record Time.

If you elect to receive Shell A Shares but do not make an election under the Mix and Match Facility, you willreceive 383 pence and 0.4454 New Shell A Shares for each BG Share that you hold at the Scheme Record Time.

If you participate in the Mix and Match Facility, you will only find out how much cash and how many NewShell Shares you will receive when the Consideration is settled as your election can only be satisfied to theextent that other BG Shareholders make equal and opposite Mix and Match Elections. You will be sentsupporting information explaining how your entitlement was calculated within 14 days of the EffectiveDate of the Combination.

How will I receive my cash and/or New Shell Shares?Applicable documents will be sent out by first class post to the address appearing on the BG share register at theScheme Record Time (or, in the case of joint holders, to the address of that joint holder whose name stands firstin the BG share register in respect of such joint holding):

l if your New Shell Shares are being held in the Royal Dutch Shell Nominee Service, you will receive a cheque for the cashconsideration and notification of your New Shell Shareholding position; or

l if you opted out of the Royal Dutch Shell Nominee Service, you will receive a cheque for the cash Consideration and yourNew Shell Share certificates.

You should ensure that Equiniti holds your current address. If you need to update your address, you can do thisonline at www.shareview.co.uk or by sending a letter confirming your new address to Equiniti, Aspect House,Spencer Road, Lancing, West Sussex, BN99 6DA. You should do this as soon as possible.

In what currency will I receive my cash?Cash Consideration will be paid in Pounds Sterling.

How will the Consideration be treated for individual tax purposes?Part IV of the Scheme Document sets out a general guide on the potential UK and US tax implications of theCombination for BG Shareholders.

You should consult an independent financial adviser to discuss your personal situation. The ShareholderHelpline cannot provide advice on the merits of the Combination or the Scheme nor give any financial, legalor tax advice.

The Royal Dutch Shell Nominee Service

What is the Royal Dutch Shell Nominee Service?The Royal Dutch Shell Nominee Service, provided by Equiniti Financial Services Limited and sponsored by Shell,allows you to hold your shares electronically so that you do not need to keep paper share certificates. The Termsand Conditions relating to the nominee are contained within the Scheme Document in Appendix 1 and are alsoavailable at www.shell.com

Your shares will be registered and held in the name of the nominee, but you will remain the beneficial ownerof the shares.




What is the benefit of holding my Shell Shares through this service?If you choose to opt out of the Royal Dutch Shell Nominee Service and have the certificate in your own name,you are responsible for the safe-keeping of the certificates.

By holding your shares through the Royal Dutch Shell Nominee Service, your New Shell Shares are heldelectronically. You will still retain your rights as a Shareholder and are entitled to:

l receive any dividends paid by Shell in either Pounds Sterling or Euros;

l choose how you wish to receive regular information from Shell;

l attend general meetings of Shell Shareholders; and

l vote on matters put to Shell Shareholders.

Shares held in the Royal Dutch Shell Nominee Service are held by Equiniti Financial Services Limited in accordancewith the Client Asset Rules of the Financial Conduct Authority and are covered by the Financial ServicesCompensation Scheme.

What are the disadvantages of holding my Shell Shares through this service?If you wish your New Shell Shares to be held in the Royal Dutch Shell Nominee Service, you will no longer receivepaper share certificates and charges may apply for certain services, such as, but not necessarily limited to, leavingthe service, buying or selling further shares, or transferring your shares to and from the service.

Do I get charged for this service?As the Royal Dutch Shell Nominee Service is sponsored by Shell, joining is free and there are no annual charges.There may be a charge for leaving, buying or selling further shares, or transferring your shares to and from theservice and Stamp Duty Reserve Tax may also be payable on some transfers. Please refer to Section 5 of thisdocument for a list of charges associated with the Royal Dutch Shell Nominee Service. You should also readcarefully the Terms and Conditions contained within the Scheme Document in Appendix 1 which are alsoavailable at www.shell.com

Trading in BG Shares and Shell Shares

What do I do with the BG Share certificates that I currently hold?You do not need to do anything with your current BG Share certificates. Your BG Share certificates will remainvalid until the Effective Date of the Scheme and should be kept safe.

Following the Effective Date, your BG Share certificates will no longer be valid and you are free to retain themfor your records or destroy them.

Can I still trade my BG Shares, even after I have voted?Yes. You can continue to trade your shares until trading is suspended shortly before the Scheme Record Time,which we currently expect to be 6.00 p.m. on 12 February 2016.

I have recently received an invitation to buy/sell my BG Shares. Is this an official service?BG have instructed DF King to act on their behalf in order to assist them in connection with the Combinationand to:

l ensure that you have received all the relevant information and documentation;

l ensure that you are aware of what is happening and the important dates; and

l assist you with any questions you may have in relation to the Combination.

However, we are not currently working with any company to provide such a dealing service to BG Shareholders.If you are concerned that you have been cold-called by a company offering you any services in relation to yourBG Shares, please go to the Warning to Shareholders section of BG’s website, www.bg-group.com, or contactthe Financial Conduct Authority directly at www.fca.org.uk or on 0800 111 6768.

Can I sell the New Shell Shares that I receive?Once your New Shell Shares have been issued you are free to sell them subject in all cases to applicable lawsand regulations.



Dividends

What BG dividends am I entitled to?Your entitlement to the BG dividend is dependent on the Effective Date of the Combination.

l If this is after 19 February 2016, being Shell’s fourth quarter 2015 dividend record date, you will be entitled to a BG dividendof not more than 14.37 cents per share.

l If this is before 19 February 2016, which is expected to be the case, you will be entitled to Shell’s fourth quarter 2015interim dividend. Shell has declared an intention to pay a fourth quarter interim dividend of 47 cents per share.

When will I start receiving dividends from Shell?If you receive New Shell Shares, you will be entitled to receive all Shell dividends for which the Shell dividendrecord date falls after the Effective Date.

Please see paragraph 11 of Part I of the Scheme Document for more information on dividends.

Other useful information for completing the Form of Election

Why am I being asked to provide a contact telephone number?If you complete the Form of Election incorrectly and have provided a telephone number, Equiniti will, to theextent practicable, seek to contact you to clarify your intentions. If Equiniti is not able to do so, your electionwill be invalid and you will be entitled to the default Consideration in respect of the BG Shares you hold.

What if the registered BG Shareholder has died?l If the sole registered BG Shareholder has died.

If probate or letters of administration has/have been registered with BG, the Form of Election must be signedby the personal representative(s) of the deceased and returned to Equiniti. If probate or letters of administrationhas/have not been registered with BG, the personal representative(s) should sign the Form of Election andforward it to Equiniti together with evidence of that personal representative’s authority to sign, namely thesealed office copy grant of probate, by the Election Return Time (as outlined on the timetable on page 5 ofthis Guide). However, once obtained, the grant of probate or letters of administration must be lodged beforethe Consideration due under the Combination can be forwarded to the personal representative.

If a grant of probate is not or has not been applied for and the value of the shares and/or any outstandingdividends is less than £10,000, Equiniti’s small estate service may be used. Please contact Equiniti directlyat www.shareview.co.uk or telephone the Shareholder Helpline.

l If one of the registered BG Shareholders in a joint account has died.

The surviving registered BG Shareholder(s) should complete the Form of Election and return it to Equiniti,accompanied by a copy of the death certificate and the relevant probate or letters of administration ofthe deceased BG Shareholder.

What if I am acting under a power of attorney for a registered BG Shareholder?The completed Form of Election should be returned to Equiniti accompanied by the original power of attorney(or a duly certificated copy, as provided in the Powers of Attorney Act 1971) by the Election Return Time(as outlined on the timetable in Section 3 of this Guide). The power of attorney will be noted and returned.No other signatures will be accepted.

What if the registered BG Shareholder is away from home (e.g. abroad or on holiday)?Send the Form of Election by the quickest means (e.g. airmail) to the BG Shareholder for execution (but notinto or from (directly or indirectly) an Election Restricted Jurisdiction) or, if he/she has executed a power ofattorney, have the Form of Election signed by the attorney. Details of the Election Restricted Jurisdictions can befound in paragraph 23 of Part XII of the Scheme Document.




Information for current or former BG employeesIf you are a current or former employee of BG, the Form of Election does not apply to any BG Shares: (i) heldon your behalf in a Computershare vested share account at the Scheme Record Time as a result of BG shareawards or options vesting or being exercised prior to, or on and as a result of, the sanctioning of the Schemeby the Court; or (ii) held on your behalf at the Scheme Record Time in the relevant trusts for either BG’s ShareIncentive Plan or Global Partnership Plan.

You will receive separate letters notifying you of your options in relation to the employee share plans.

Conflicting elections, withdrawals and amendmentsIf you have returned a Form of Election and subsequently wish to amend your Mix and Match Election and/orShell A Share Alternative Election, please contact the Shareholder Helpline to request a replacement Form ofElection. The replacement Form of Election must be received by Equiniti by no later than the Election ReturnTime and must be clearly indicated to be an amended Form of Election. Upon receipt by Equiniti of a validreplacement Form of Election, any Form of Election which you previously returned will cease to be valid.

Additional Forms of ElectionIf you would like to receive another Form of Election for any reason, you should call the Shareholder Helplineas detailed below.

If you need any help filling in the forms or have additional queries, please telephone the ShareholderHelpline on 0800 917 8611 from within the UK or +44 121 415 0920 if calling from outside the UK between9.00 a.m. and 5.30 p.m. (UK time) Monday to Friday (except English and Welsh public holidays).*

* Calls to the Shareholder Helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls frommobile telephones and calls may be recorded and randomly monitored for security and training purposes. The Shareholder Helpline cannotprovide advice on the merits of the Combination or the Scheme or give any financial, legal or tax advice.



Here’s a checklist of the actions that you will need toconsider and take.

Complete and return your BLUE Form of Proxy for the Court Meeting to Equiniti, or appoint a Proxyelectronically, to be received by 11.00 a.m. on 26 January 2016.

Complete and return your WHITE Form of Proxy for the BG General Meeting to Equiniti, or appointa Proxy electronically, to be received by 11.10 a.m. on 26 January 2016.

Decide if you want to receive the default Consideration or whether you want to vary theConsideration as described on page 18 of this Guide.

If you wish to receive the default Consideration, you should NOT complete the Form of Election.

If you wish to vary the proportions of cash and New Shell Shares you are entitled to receive, you mustdetach and complete the Form of Election and return it to Equiniti in the envelope provided to bereceived by 4.30 p.m. on 12 February 2016.

Decide if you wish to hold your New Shell Shares through the Royal Dutch Shell Nominee Service.If not, you must detach and complete the Royal Dutch Shell Nominee Service Opt-Out Form andreturn it (with the Form of Election, if completed) to Equiniti in the envelope provided to be receivedby 4.30 p.m. on 12 February 2016.

Check that all your forms are filled in properly (as indicated in the instructions in Section 7of this Guide), signed and submitted on time. Incorrect or incomplete forms may not be accepted.You should allow four business days for your forms to be received by Equiniti.


SECTION 9 Your checklist

* Calls to the Shareholder Helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls frommobile telephones and calls may be recorded and randomly monitored for security and training purposes. The Shareholder Helpline cannotprovide advice on the merits of the Combination or the Scheme or give any financial, legal or tax advice.



SECTION 10 Glossary

For the purpose of this Guide the following definitions apply:

Terms – explained

BG means BG Group plc

Combination means the proposed acquisition of the entire issued and to be issued share capital of BG byShell by way of a Scheme of Arrangement

Consideration means the consideration payable to BG Shareholders in connection with the Combinationcomprising a cash component of 383 pence per BG Share and a share component of 0.4454New Shell Shares per BG Share

Effective Date means the date on which the Scheme becomes effective in accordance with its terms

means 4.30 p.m. (UK time) on 12 February 2016 or such other date as may be announcedby BG

Form of Election means the form which allows you to make elections under the Mix and Match Facilityand/or the Shell A Share Alternative in respect of your BG Shares

Forms of Proxy means the forms allowing you to appoint a proxy to attend, speak and vote at the Meetingson your behalf, being one BLUE form of proxy for use at the Court Meeting and one WHITEform of proxy for use at the BG General Meeting

Meetings means the Court Meeting and the BG General Meeting

means the mix and match facility under which BG Shareholders may, subject to off-settingelections made by other BG Shareholders, elect to vary the proportion of Shell B Shares (orShell A Shares) and cash received under the terms of the Combination

New Shell Shares means either the Shell B or Shell A Shares (subject to a valid election) to be issued uponcompletion of the Combination

means the nominee service sponsored by Shell and provided by Equiniti Financial ServicesLimited which will hold your New Shell Shares electronically, on your behalf, unless you opt-out of the service by completing, signing and returning the Royal Dutch Shell NomineeService Opt-Out Form

Scheme means the procedure by which Shell will become the holder of the entire issued and to beissued ordinary share capital of BG

Scheme Document means the document setting out the terms of the Scheme dated 22 December 2015 sent toBG Shareholders

means the time and date specified as such in the Scheme Document or such later time asBG and Shell may agree

Shell means Royal Dutch Shell plc

means the election by BG Shareholders to receive all or part of the share component of theConsideration for BG Shares in the form of Shell A Shares, as opposed to Shell B Shares

Voting Record Time means 6.00 p.m. (UK time) on 26 January 2016

This Guide uses certain defined terms that are not included in the Glossary or defined in this Guide but aredefined in Part XII (Definitions) of the Scheme Document.

Royal Dutch ShellNominee Service

Mix and MatchFacility

Scheme RecordTime

Shell A ShareAlternative

Election ReturnTime



ANNEX Legal information

This Guide

This document is strictly privileged and confidential between BG andthe BG Shareholders to whom it may lawfully be provided, and is notintended for distribution to, or use by, any person other than the originalrecipient. Please notify BG immediately if you have mistakenly receivedthis document. You should not disseminate, distribute or copy thisdocument.

This document is provided for information purposes only and shouldnot be construed as an offer, or solicitation of an offer, to subscribe for,purchase or sell any securities or any related financial instruments, oran inducement to enter into any investment activity. The informationcontained in this document has not been independently verified. Noperson is under any obligation to update the information contained inthis document and any information contained herein is subject tochange without notice.

Overseas jurisdictions

The release, publication or distribution of this document in, into or fromjurisdictions other than the United Kingdom may be restricted by lawand therefore any persons who are subject to the laws of any jurisdictionother than the United Kingdom should inform themselves about, andobserve any applicable requirements. In particular, the ability of personswho are not resident in the United Kingdom to vote at the Court Meetingor the BG General Meeting, or to execute and deliver Forms of Proxyappointing another to vote at the Court Meeting or the BG GeneralMeeting on their behalf, may be affected by the laws of the relevantjurisdictions in which they are located.

Unless otherwise determined by Shell or required by the City Code,and permitted by applicable law and regulation, the Combination willnot be made available, directly or indirectly, in, into or from a RestrictedJurisdiction where to do so would violate the laws in that jurisdiction.Accordingly, copies of this document and the accompanying documentsare not being, and must not be, directly or indirectly, mailed or otherwiseforwarded, distributed or sent in or into or from any RestrictedJurisdiction and persons receiving such documents (includingcustodians, nominees and trustees) must not mail or otherwise forward,distribute or send them in or into or from any Restricted Jurisdictionwhere to do so would violate the laws of such jurisdiction. If theCombination is implemented by way of an Offer (unless otherwisepermitted by applicable law and regulation), the Offer may not be madedirectly or indirectly, in or into, or by the use of mails or any means orinstrumentality (including, but not limited to, facsimile, e-mail or otherelectronic transmission, telex or telephone) of interstate or foreigncommerce of, or of any facility of a national, state or other securitiesexchange of any Restricted Jurisdiction and the Offer may not becapable of acceptance by any such use, means, instrumentalityor facilities.

The availability of New Shell Shares under the Combination toBG Shareholders who are not resident in the United Kingdommay be affected by the laws of the relevant jurisdictions in whichthey are resident. Persons who are not resident in the United Kingdomshould inform themselves of, and observe, any applicable legal orregulatory requirements.

Further details in relation to Overseas Shareholders are contained inparagraph 23 of Part II (Explanatory Statement) of the Scheme Document.

Additional information for BG Shareholders resident inthe United Arab Emirates

This document does not, and is not intended to constitute an offer ofsecurities to the public, or an invitation to subscribe for securities, in theUnited Arab Emirates, in accordance with the Commercial CompaniesLaw, Federal Law No. 2 of 2015 (as amended) or otherwise, and accordinglyshould not be construed as such.

This document is strictly private and confidential and is being madeavailable only to BG Shareholders on the basis that: (i) the Combinationhas not been approved or licensed by or registered with the United ArabEmirates Central Bank or the Securities and Commodities Authority or anyother relevant licensing authorities or governmental agencies in theUnited Arab Emirates; (ii) this document will not be provided to anyperson who is not a BG Shareholder and is not for general circulation in

the United Arab Emirates and may not be reproduced or used for anyother purpose; and (iii) the New Shell Shares will not be offered, sold,transferred or delivered to the public in the United Arab Emirates.

BG Shareholders resident in Brunei, the People’s Republic of China,Equatorial Guinea, Ireland, Israel, Kenya, Nigeria, Qatar or South Koreashould carefully read the relevant information set out in Part VIII of theScheme Document.

Additional information for US investors

The Combination relates to the shares of a UK company and is subjectto UK procedural and disclosure requirements that are different fromthose of the US. Any financial statements or other financial informationincluded in this document may have been prepared in accordance withnon-US accounting standards that may not be comparable with thefinancial statements of US companies or companies whose financialstatements are prepared in accordance with generally acceptedaccounting principles in the US. It may be difficult for holders of BGShares, BG ADRs, Shell Shares or Shell ADSs located in the United Statesto enforce their rights and any claims they may have arising under theUS federal securities laws in connection with the Combination, sinceShell and BG are located in a country other than the US, and some orall of their officers and directors may be residents of countries otherthan the United States. Holders of BG Shares, BG ADRs, Shell Shares orShell ADSs located in the United States may not be able to sue Shell, BGor their respective officers or directors in a non-US court for violationsof US securities laws. Further, it may be difficult to compel Shell, BGand their respective affiliates to subject themselves to the jurisdictionor judgment of a US court.

Investors should be aware that Shell may purchase or arrange topurchase BG Shares otherwise than under any takeover offer or schemeof arrangement related to the Combination, such as in open market orprivately negotiated purchases.

The Combination is to be implemented by a scheme of arrangementprovided for under English company law. As such, the New Shell Shareshave not been and will not be registered under the US Securities Act andthe New Shell Shares are to be issued in reliance upon the exemptionfrom the registration requirements of the US Securities Act, providedby Section 3(a)(10) thereof and exemptions from registration andqualification under applicable state securities laws and are not subjectto the proxy solicitation or tender offer rules under the US Exchange Act.BG Shareholders and BG ADR Holders (whether or not US persons (asdefined in the US Securities Act)) who are or will be affiliates of Shell orBG prior to, or of Shell after, the Combination becomes effective will besubject to certain US transfer restrictions relating to the New ShellShares received pursuant to the Combination.

None of the securities issuable in connection with the Combinationhave been approved or disapproved by the SEC, any state securitiescommission in the United States or any other US regulatory authority,nor have such authorities passed upon or determined the fairness ormerits of such securities or upon the adequacy or accuracy of thisdocument. Any representation to the contrary is a criminal offencein the United States.

The Combination may, in the circumstances provided for in this document,be implemented by way of a takeover offer under English law. If so, anysecurities to be issued under the Combination may be issued in relianceupon the exemption from the registration requirements of the USSecurities Act provided by Rule 802 thereunder. Alternatively, anysecurities to be issued under the Combination may be registered underthe US Securities Act. If the Combination is implemented by way oftakeover offer, it will be done in compliance with the applicable rulesunder the US Exchange Act, including any applicable exemptionsprovided under Rules 14d-1(c) and 14d-1(d) thereunder.

BG Shareholders and BG ADR Holders are urged to read anydocuments related to the Combination filed, furnished or tobe filed or furnished by Shell with the SEC because they will containimportant information regarding the Combination and any relatedoffer of securities. Such documents will be available free of chargeat the SEC’s website at www.sec.gov Nothing in this document shallbe deemed as an acknowledgement that any SEC filing is requiredor that an offer requiring registration under the US Securities Actmay ever occur in connection with the Combination.



ANNEX Legal information

Disclosure requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in 1% ormore of any class of relevant securities of an offeree company or of anysecurities exchange offeror (being any offeror other than an offeror inrespect of which it has been announced that its offer is, or is likely to be,solely in cash) must make an Opening Position Disclosure following thecommencement of the offer period and, if later, following theannouncement in which any securities exchange offeror is first identified.An Opening Position Disclosure must contain details of the person’sinterests and short positions in, and rights to subscribe for, any relevantsecurities of each of (i) the offeree company and (ii) any securitiesexchange offeror(s). An Opening Position Disclosure by a person to whomRule 8.3(a) applies must be made by no later than 3.30 p.m. (UK time) onthe 10th Business Day following the commencement of the offer periodand, if appropriate, by no later than 3.30 p.m. (UK time) on the 10thBusiness Day following the announcement in which any securitiesexchange offeror is first identified. Relevant persons who deal in therelevant securities of the offeree company or of a securities exchangeofferor prior to the deadline for making an Opening Position Disclosuremust instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes,interested in 1% or more of any class of relevant securities of the offereecompany or of any securities exchange offeror must make a DealingDisclosure if the person deals in any relevant securities of the offereecompany or of any securities exchange offeror. A Dealing Disclosure mustcontain details of the dealing concerned and of the person’s interests andshort positions in, and rights to subscribe for, any relevant securities ofeach of (i) the offeree company and (ii) any securities exchange offeror(s),save to the extent that these details have previously been disclosedunder Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b)applies must be made by no later than 3.30 p.m. (UK time) on theBusiness Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire or control aninterest in relevant securities of an offeree company or a securitiesexchange offeror, they will be deemed to be a single person for thepurpose of Rule 8.3.

Opening Position Disclosures must also be made by the offereecompany and by any offeror and Dealing Disclosures must also bemade by the offeree company, by any offeror and by any personsacting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whoserelevant securities Opening Position Disclosures and DealingDisclosures must be made can be found in the Disclosure Table onthe Takeover Panel’s website at www.thetakeoverpanel.org.uk,including details of the number of relevant securities in issue,when the offer period commenced and when any offeror was firstidentified. You should contact the Panel’s Market Surveillance Unit on+44 (0)20 7638 0129 if you are in any doubt as to whether you arerequired to make an Opening Position Disclosure or a DealingDisclosure.

Websites

A copy of this Guide, the Scheme Document (and all informationincorporated into the Scheme Document by reference to anothersource), the Forms of Proxy and the Form of Election is and willbe available, subject to certain restrictions relating to RestrictedShareholders and Election Restricted Shareholders, for inspection onBG’s website www.bg-group.com and Shell’s website www.shell.com

The Shell Prospectus is also available for inspection on Shell’s websitewww.shell.com


This Guide contains key information about the Combinationand the action that you need to take.

The accompanying forms should be received no later than:

(All times shown are UK times)

Shell has made a recommended cash and share offer for BG. Under the terms of the Combination, you willbe entitled to receive 383 pence in cash and 0.4454 Shell B Shares for each BG Share held.

The Scheme to implement the Combination requires the approval of BG Shareholders at boththe Court Meeting and the BG General Meeting.

* Calls to the Shareholder Helpline from outside the UK will be charged at applicable international rates. Different charges may apply to callsfrom mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The Shareholder Helplinecannot provide advice on the merits of the Combination or the Scheme or give any financial, legal or tax advice.







Date:


+

2031-099-S



+

+

+


11.00 a.m. onTuesday,26 January 2016

BLUE Form ofProxy for the CourtMeeting











+

2031-098-S

+

+

+



11.10 a.m. onTuesday,26 January 2016

WHITE Form ofProxy for theBG GeneralMeeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to what action you should take, you are recommended to seek your own personalfinancial advice immediately from a properly authorised financial adviser. This document should be read inconjunction with the scheme document dated 22 December 2015 (the “Scheme Document”). Unless thecontext otherwise requires, the definitions used in the Scheme Document also apply to this Form ofElection. Please read carefully the terms of the Scheme, as set out in the Scheme Document, which areincorporated into, and form part of, this Form of Election.

BG GroupForm of Election

IMPORTANT INFORMATION

This Form of Election relates to the recommended cash and share offer made by Royal Dutch Shell plc for BG Group plc (the “Combination”). Under the terms of the Combination, BG Shareholders will be entitled to receive:

For each BG Share you hold +

This is called the default Consideration. You do NOT need to complete, sign or return this Form of Election if youwish to receive the default Consideration.

You need ONLY complete this Form of Election if you wish to make an election under the Mix and Match Facilityand/or the Shell A Share Alternative.

383 pence in cash 0.4454 Shell B Shares

4.30 p.m. onFriday, 12 February 2016

Form of Election

++

++

2031-100-S

Reference Number:




1


















Company Name




4.30 p.m. onFriday, 12 February 2016

Royal Dutch ShellNominee ServiceOpt-Out Form


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