Explanatory notes on resolutions

NOTE TO RESOLUTION 1
Annual Report and Accounts
The Board of Directors will present the Company’s annual accounts for the financial year ended December 31, 2008 together with the Directors’ report and the Auditors’ report on those accounts.


NOTE TO RESOLUTION 2
Consideration and approval of the Remuneration Report
Resolution 2 is a resolution seeking approval of the Directors’ Remuneration Report for the year ended December 31, 2008. The Report has been prepared and is laid before the meeting in accordance with the Companies Act 1985. The Board considers that the policy and practice outlined in the Report are appropriate to the Company’s circumstances and that the Report should receive shareholder support.


NOTE TO RESOLUTION 3
Appointment of a Director
As announced on March 12, 2009, the Board has appointed Simon Henry as Chief Financial Officer in succession to Peter Voser and this Resolution proposes that he be appointed a Director of the Company with effect from May 20, 2009. See his biographical details.


NOTES TO RESOLUTIONS 4 TO 9
Retirement and re-appointment of Directors
The Directors retiring and seeking re-appointment at the AGM are Lord Kerr of Kinlochard, Wim Kok, Nick Land, Jorma Ollila, Jeroen van der Veer and Hans Wijers. See their biographical details.

Each of the Non-executive Directors seeking re-appointment, save for Hans Wijers who was appointed a Director with effect from January 1, 2009, has received a performance evaluation and all were considered to be effective in their roles and to be committed to making available the appropriate time for Board meetings and other duties. As we announced on March 12 of this year, subject to his re-appointment at the AGM, Jeroen van der Veer will serve as a Non-executive Director of the Company following his retirement as Chief Executive on June 30, 2009. Maarten van den Bergh will step down as a Non-executive Director at the close of business of the AGM.

The Board recommends that you support the re-appointment of each of the retiring Directors standing for re-appointment at the AGM.


NOTES TO RESOLUTIONS 10 AND 11
Re-appointment of Auditors and determination of Auditors’ remuneration
The Company is required to appoint Auditors for each financial year of the Company, to hold office until the conclusion of the next general meeting at which accounts are presented.

Resolution 10 proposes the re-appointment of PricewaterhouseCoopers LLP as the Company’s auditors. Resolution 11 seeks authority for the Board to determine their remuneration. Both resolutions are being proposed as ordinary resolutions.


NOTE TO RESOLUTION 12
Authority to allot shares
Under Section 80 of the Companies Act 1985, the Directors are, subject to certain exceptions, unable to allot relevant securities without the authority of the shareholders in a general meeting.

Relevant securities are defined in that Act to include the Company’s ordinary shares or securities convertible into the Company’s ordinary shares. Resolution 12 is proposed as an ordinary resolution to authorise the Directors to allot ordinary shares up to an aggregate nominal value of €145 million, representing approximately one third of the share capital of the Company in issue at March 11, 2009. The Company does not hold any shares in treasury as at the date of this Notice of Meeting. The Directors’ authority will be valid up to June 30, 2010, or, if earlier, the date of the next Annual General Meeting. This authority complies with the guidelines issued by institutional investors. The Directors have no immediate plans to make use of this authority.


NOTE TO RESOLUTION 13
Disapplication of pre-emption rights
Under Section 89 of the Companies Act 1985, when new shares are allotted or treasury shares are sold for cash, they must first be offered to existing shareholders pro rata to their holdings. This special resolution renews, for the period ending on June 30, 2010, or, if earlier, the date of the next Annual General Meeting, the authorities of the Directors to (a) allot shares of the Company in connection with a rights issue or other pre-emptive offer; and (b) otherwise allot shares of the Company, or sell treasury shares for cash, up to an aggregate nominal value of €21 million (representing, in accordance with institutional investor guidelines, approximately 5% of the share capital in issue as at March 11, 2009) as if the pre-emption rights of Section 89 did not apply. In respect of this aggregate nominal amount, the Directors also confirm their intention to follow the provisions of the Pre-Emption Group’s Statement of Principles regarding cumulative usage of authorities within a rolling 3-year period without prior consultation with shareholders. The Directors have no immediate plans to make use of these authorities.


NOTE TO RESOLUTION 14
Renewal of authority to make market purchases of Royal Dutch Shell plc ordinary shares.
Resolution 14 is a special resolution and renews the Company’s authority to make market purchases of its ordinary shares. The Board regards the ability to repurchase issued shares in suitable circumstances as an important part of the financial management of the Company. Under the current authority the Company may make market purchases of up to an aggregate of approximately 631 million ordinary shares at prices not less than €0.07 per share and not more than the higher of (a) 5% above the average market value of those shares for the five business days preceding the purchase; and (b) that stipulated by Article 5(1) of Commission Regulation (EC) No. 2273/2003. Article 5(1) states that a company must not re-purchase shares at a price higher than the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out.

The current authority will expire at the conclusion of this AGM and the Directors are seeking renewal until June 30, 2010 or the date of the next Annual General Meeting, if earlier. The maximum number of shares covered by the new authority is 624 million ordinary shares – being approximately 10% of the issued ordinary share capital as at March 11, 2009 – and the price limits will be as described above for the current authority. Any shares purchased under the renewed authority will either be cancelled or held in treasury. Treasury shares are shares in the Company which are owned by the Company itself. It is the intention of the Company to hold some or all of the shares which are repurchased under this authority as treasury shares within the limits allowed by law. Once shares are held in treasury, the Directors may dispose of them in accordance with applicable law, but their current intention is to use such treasury shares only for the purposes of, or pursuant to, an employee share scheme.

The Directors confirm that they will exercise the on-going buyback authority only when, in the light of prevailing market conditions, they consider that such purchases would result in an increase in earnings per share and would be in the best interests of the shareholders generally. The Board is making no recommendation as to whether shareholders should sell their ordinary shares in the Company.

The Company has no warrants in issue in relation to its shares and no options to subscribe for its shares outstanding.


NOTE TO RESOLUTION 15
Authority for certain donations and expenditure
This ordinary resolution seeks authority from shareholders to enable the Company (and its subsidiaries) to:

• make political donations to political organisations other than political parties up to an aggregate of £200,000 per annum; and
• incur political expenditure up to an aggregate of £200,000 per annum,

in the European Union (“EU”) which it would otherwise be prohibited from making or incurring because of the Companies Act 2006 in the UK. The Directors are seeking such authority for the period up to June 30, 2010 or, if earlier, at the conclusion of the next Annual General Meeting.

The Company has no intention of changing its current practice of not making political donations or incurring political expenditure and will not do so without the specific endorsement of shareholders. However, the Companies Act defines “political organisations” widely to include, amongst other things, organisations which carry on or propose to carry on activities that are capable of being reasonably regarded as intended to affect public support for a political party or an independent election candidate in any EU member state or to influence voters in relation to any referendum in any EU member state. As a result, it is possible that political organisations may include, for example, bodies concerned with policy review and law reform, with the representation of the business community or sections of it or with the representation of other communities or special interest groups which it may be in the Company’s interest to support.

YOUR DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR RESOLUTIONS 1 TO 15.