Royal Dutch Shell Announces The Restructuring of Certain Subsidiaries

Royal Dutch Shell, the single parent company of the Shell Group, announces that it proposes to implement an internal restructuring and merger of certain of its subsidiaries to achieve governance, management and fiscal efficiencies. As part of the restructuring, Royal Dutch would be merged into a subsidiary, Shell Petroleum N.V. (“SPNV”), and the remaining shareholders in Royal Dutch (the “Minority”) would receive cash or, at the option of UK resident shareholders who so elect, loan notes exchangeable into Royal Dutch Shell A shares.

The final terms, including the price to be paid in exchange for each Royal Dutch share held by the Minority, will be determined and announced in the fourth quarter of 2005. Following approval at an extraordinary general meeting (“EGM”), the restructuring is expected to be completed by year-end.

Background
Following completion of the unification transaction , including the subsequent offer acceptance period that ended on 9 August 2005, Royal Dutch Shell holds approximately 98.5% of the outstanding shares of Royal Dutch and is the sole parent of the Shell Group. Royal Dutch Shell has announced previously that it reserved the right to use any legally permitted method to obtain 100% of the Royal Dutch shares.

Restructuring of Royal Dutch Shell subsidiaries
As a result of a review to determine the most appropriate governance, management and fiscal structure for the companies beneath Royal Dutch Shell following the Unification, the Board of Royal Dutch Shell now proposes to unwind Royal Dutch and Shell Transport’s respective 60:40 cross holdings in subsidiaries which own directly or indirectly all Shell Group companies. As part of the restructuring Royal Dutch would be merged into a subsidiary, SPNV.

Implementation of the restructuring will require a Royal Dutch EGM. Royal Dutch Shell intends to vote in favour of the restructuring at the EGM. Notice for the EGM will be given in due course and it is intended that the EGM and restructuring will be completed before the year-end. The restructuring will be subject to receipt of any necessary consents and approvals and elements of these proposals are the subject of consultation with relevant staff representative bodies as required.