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Shell agrees sale of New Zealand downstream assets

Royal Dutch Shell plc (Shell) today announced it has signed a sale and purchase agreement to sell its downstream business in New Zealand to a consortium of Infratil and the Guardians of New Zealand Superannuation.

The deal includes all of Shell’s downstream assets in New Zealand (see notes to editors) but does not include the company’s upstream activities in the country.  As part of the agreement, Shell will sell its 17.1% shareholding in the 104,000-barrel per day refinery at Marsden Point and also its network of more than 220 retail stations.

The business will be sold to the consortium as a going concern and Shell will receive a cash payment of NZ$696.5 million together with a working capital adjustment.  In addition, the companies have signed an agreement for Shell to continue to provide crude oil and refined products. The parties have also entered into a trademark licensing agreement which entitles the consortium to operate retail service stations under the Shell brand.  

Commenting on the announcement, Shell Downstream Director, Mark Williams said:  “The decision to sell our New Zealand downstream business follows a comprehensive strategic review and fits with our drive to simplify our global downstream portfolio and concentrate on larger, integrated assets in growth markets.”  

Adding his comments, Rob Jager, Country Chair, Shell New Zealand, said: “Having built up a strong and high quality business providing outstanding products and service to New Zealanders for close to 100 years, we are very pleased to have concluded our review with a sale to a buyer with strong New Zealand connections. 

“With staff transferring to the new company and Shell continuing to supply products and the retail brand, there will be a high level of continuity for customers following the change in ownership. We are now focused on ensuring that we manage the smooth transition of the business,” said Mr Jager.

Notes to editors

Shell New Zealand
The sale includes Shell’s retail, commercial fuels, bitumen, aviation, marine, chemicals, supply and distribution businesses in New Zealand, and Shell’s shareholdings in Loyalty New Zealand (25%) and New Zealand Refining Company (17%).

Following the divestment of its downstream assets, Shell remains an industry leader in New Zealand’s oil and gas exploration and production sector through its investments in Taranaki.  It is the majority owner (83.75%) of the Maui gas and condensate field that has provided New Zealand with a sustained supply of natural gas since 1979. Shell also owns 50% of Kapuni, New Zealand’s oldest gas and condensate field, and is the largest joint venture partner (48%) and operator of the Pohokura field, which began production in 2006 and today meets around 40% of the country’s natural gas requirements. Shell is also the 50% owner of Shell Todd Oil Services, the operator of the Maui and Kapuni fields.

Infratil is a company listed on the New Zealand Stock Exchange, it is one of the ten companies in the NZX Top Ten. It was established in 1994 and owns businesses in the energy, airport and public transport sectors. Its energy operations are in New Zealand and Australia, it owns 66% of Wellington Airport and 100% two airports in the UK and is New Zealand’s largest provider of public transport services through its commuter bus operations in Auckland and Wellington. Infratil is majority New Zealand owned by its over 25,000 New Zealand share and bond holders.

Guardians of New Zealand Superannuation
The Guardians of New Zealand Superannuation and the New Zealand Superannuation Fund were established by the Government in 2003. The purpose of the Fund is to reduce the tax burden for future New Zealanders of the cost of New Zealand Superannuation. The Guardians manage and administer the Fund, which as at 31 January 2010 was just under $16 billion.


Media Contacts
International - Shell Media Relations: +31 70 377 3600
Shell New Zealand: +64 4 498 0115

Shell Investor Relations
International - Tjerk Huysinga: +31 70 377 3996 / +44 207 934 3856
USA - Harold Hatchett +1 713 241 1019

Cautionary statement

The companies in which Royal Dutch Shell plc directly and indirectly owns investments are separate entities. In this document “Shell”, “Shell group” and “Royal Dutch Shell” are sometimes used for convenience where references are made to Royal Dutch Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to subsidiaries in general or to those who work for them. These expressions are also used where no useful purpose is served by identifying the particular company or companies. ‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell companies” as used in this document refer to companies in which Royal Dutch Shell either directly or indirectly has control, by having either a majority of the voting rights or the right to exercise a controlling influence. The companies in which Shell has significant influence but not control are referred to as “associated companies” or “associates” and companies in which Shell has joint control are referred to as “jointly controlled entities”. In this document, associates and jointly controlled entities are also referred to as “equity-accounted investments”. The term “Shell interest” is used for convenience to indicate the direct and/or indirect (for example, through our 34% shareholding in Woodside Petroleum Ltd.) ownership interest held by Shell in a venture, partnership or company, after exclusion of all third-party interest.

This document contains forward-looking statements concerning the financial condition, results of operations and businesses of Royal Dutch Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Royal Dutch Shell to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as ‘‘anticipate’’, ‘‘believe’’, ‘‘could’’, ‘‘estimate’’, ‘‘expect’’, ‘‘intend’’, ‘‘may’’, ‘‘plan’’, ‘‘objectives’’, ‘‘outlook’’, ‘‘probably’’, ‘‘project’’, ‘‘will’’, ‘‘seek’’, ‘‘target’’, ‘‘risks’’, ‘‘goals’’, ‘‘should’’ and similar terms and phrases. There are a number of factors that could affect the future operations of Royal Dutch Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this document, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for the Group’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserve estimates; (f) loss of market share and industry competition; (g) environmental and physical risks; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, fiscal and regulatory developments including potential litigation and regulatory effects arising from recategorisation of reserves; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; and (m) changes in trading conditions. All forward-looking statements contained in this document are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional factors that may affect future results are contained in Royal Dutch Shell’s Annual Report and Form 20-F for the year ended December 31, 2009 (available at www.shell.com/investor and www.sec.gov). These factors also should be considered by the reader.  Each forward-looking statement speaks only as of the date of this press release, 28 March, 2010. Neither Royal Dutch Shell nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this document.

The United States Securities and Exchange Commission (SEC) permits oil and gas companies, in their filings with the SEC, to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions.  We use certain terms in this document that SEC's guidelines strictly prohibit us from including in filings with the SEC.  U.S. Investors are urged to consider closely the disclosure in our Form 20-F, File No 1-32575, available on the SEC website www.sec.gov. You can also obtain these forms from the SEC by calling 1-800-SEC-0330.