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Shell responsible investor briefing in London – April 16, 2018

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Ben van Beurden, Chief Executive Officer, Hans Wijers, Non-Executive Director and Chair of the Corporate and Social Responsibility Committee, Harry Brekelmans, Projects & Technology Director, Donny Ching, Legal Director, and Maarten Wetselaar, Integrated Gas & New Energies Director, presented in London during the annual responsible investors briefing.

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Shell responsible investor briefing in London – April 16, 2018

  1. 1. Royal Dutch Shell April 16, 2018 Royal Dutch Shell plc April 16, 2018 Responsible Investment Annual Briefing Socially responsible investors #makethefuture
  2. 2. Royal Dutch Shell April 16, 2018 Definitions and cautionary note This presentation contains data and analysis from Shell’s new Sky Scenario. Unlike Shell’s previously published Mountains and Oceans exploratory scenarios, the Sky Scenario is targeted through the assumption that society reaches the Paris Agreement’s goal of holding global average temperatures to well below 2°C. Unlike Shell’s Mountains and Oceans scenarios which unfolded in an open-ended way based upon plausible assumptions and quantifications, the Sky Scenario was specifically designed to reach the Paris Agreement’s goal in a technically possible manner. These scenarios are a part of an ongoing process used in Shell for over 40 years to challenge executives’ perspectives on the future business environment. They are designed to stretch management to consider even events that may only be remotely possible. Scenarios, therefore, are not intended to be predictions of likely future events or outcomes and investors should not rely on them when making an investment decision with regard to Royal Dutch Shell plc securities. Additionally, it is important to note that Shell’s existing portfolio has been decades in development. While we believe our portfolio is resilient under a wide range of outlooks, including the IEA’s 450 scenario (World Energy Outlook 2016), it includes assets across a spectrum of energy intensities including some with above-average intensity. While we seek to enhance our operations’ average energy intensity through both the development of new projects and divestments, we have no immediate plans to move to a net-zero emissions portfolio over our investment horizon of 10-20 years. Although we have no immediate plans to move to a net-zero emissions portfolio, in November of 2017, we announced our ambition to reduce our net carbon footprint in accordance with society’s implementation of the Paris Agreement’s goal of holding global average temperature to well below 2°C above pre-industrial levels. Accordingly, assuming society aligns itself with the Paris Agreement’s goals, we aim to reduce our Net Carbon Footprint, which includes not only our direct and indirect carbon emissions, associated with producing the energy products which we sell, but also our customers’ emissions from their use of the energy products that we sell, by around 20% in 2035 and by around 50% in 2050. Also, in this presentation we may refer to “Shell’s Net Carbon Footprint”, which includes Shell’s carbon emissions from the production of our energy products, our suppliers’ carbon emissions in supplying energy for that production and our customers’ carbon emissions associated with their use of the energy products we sell. Shell only controls its own emissions but, to support society in achieving the Paris Agreement goals, we aim to help and influence such suppliers and consumers to likewise lower their emissions. The use of the terminology “Shell’s Net Carbon Footprint” is for convenience only and not intended to suggest these emissions are those of Shell or its subsidiaries. The companies in which Royal Dutch Shell plc directly and indirectly owns investments are separate legal entities. In this presentation “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 Royal Dutch Shell plc and its subsidiaries in general or to those who work for them. These terms are also used where no useful purpose is served by identifying the particular entity or entities. ‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell companies” as used in this presentation refer to entities over which Royal Dutch Shell plc either directly or indirectly has control. Entities and unincorporated arrangements over which Shell has joint control are generally referred to as “joint ventures” and “joint operations”, respectively. Entities over which Shell has significant influence but neither control nor joint control are referred to as “associates”. The term “Shell interest” is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in an entity or unincorporated joint arrangement, after exclusion of all third-party interest. This presentation contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) 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 “aim”, “ambition’, ‘‘anticipate’’, ‘‘believe’’, ‘‘could’’, ‘‘estimate’’, ‘‘expect’’, ‘‘goals’’, ‘‘intend’’, ‘‘may’’, ‘‘objectives’’, ‘‘outlook’’, ‘‘plan’’, ‘‘probably’’, ‘‘project’’, ‘‘risks’’, “schedule”, ‘‘seek’’, ‘‘should’’, ‘‘target’’, ‘‘will’’ 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 presentation, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, fiscal and regulatory developments including regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; and (m) changes in trading conditions. No assurance is provided that future dividend payments will match or exceed previous dividend payments. All forward-looking statements contained in this presentation are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional risk factors that may affect future results are contained in Royal Dutch Shell’s 20-Form for the year ended December 31, 2017 (available at www.shell.com/investor and www.sec.gov ). These risk factors also expressly qualify all forward-looking statements contained in this presentation and should be considered by the reader. Each forward-looking statement speaks only as of the date of this presentation, 16 April 2018. Neither Royal Dutch Shell plc 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 presentation. We may have used certain terms, such as resources, in this presentation that the United States Securities and Exchange Commission (SEC) strictly prohibits us from including in our 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. 2
  3. 3. Royal Dutch Shell April 16, 2018 Panels Osagie Okunbor Managing Director SPDC Monika Hausenblas EVP Safety and Environment Rupert Thomas VP Environment Harry Brekelmans Director Projects and Technology Angus Gillespie VP CO2 (transitioning) John MacArthur VP CO2 (transitioning) PANEL 1 PANEL 2 Nigeria Net Carbon Footprint 3
  4. 4. Royal Dutch Shell April 16, 2018 4 Nigeria panel 2017 >70% reduction operational spills (volume) from 2016 Clean-up and UNEP progress  Collaboration and progress under MOU (Bodo)  HYPREP2 $10 million take-off grant, and project coordinator appointed Reduction of oil spilled to environment from operational spills  Theft and sabotage continues (increase in 2017), long-term trend improving 0 50 100 150 200 0 5 10 15 20 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Thousand tonnes SPDC JV1 spills Volume of operational spills Volume of sabotage spills Operational spills >100kg Sabotage spills >100kg Production and theft 0 200 400 600 800 0 20 40 60 80 2012 2013 2014 2015 2016 2017 SPDC JV production (RHS) Number Thousand barrels per day Thousand barrels of oil equivalent per day Theft Cap and pile attachment to avoid repeated sabotage 1 SPDC JV = 30% Shell, 55% NNPC, 10% Total, 5% Agip; all data on 100% basis unless otherwise stated 2 Hydrocarbon Pollution Restoration Project – this body was established under the Nigerian Ministry of Environment, aimed at the sustainable clean-up of Ogoniland
  5. 5. Royal Dutch Shell April 16, 2018 Net Carbon Footprint panel 1 Net Carbon Footprint measured on an aggregate “well to wheel” or “well to wire” basis, from production through to consumption, on grams of CO2 equivalent per megajoule of energy products consumed; chemicals + lubricants products are excluded. Carbon Footprint of the energy system is modelled using Shell methodology aggregating lifecycle emissions of energy products on a fossil-equivalence basis. The methodology will be further reviewed and validated in collaboration with external experts 2 Potential society trajectory includes analysis from Shell scenarios estimate of Net Zero Emissions by 2070 and IEA Energy Technology Perspectives 2017; Potential illustrative Shell trajectory 3 Scope 1,2,3 emissions limited to activities associated with bringing energy products to the market, Scope 3 emissions only includes Category 11: Use of sold products WtW gCO2e/MJ1 Ambition to reduce Net Carbon Footprint1 of our energy products by around 20% by 2035  Covers full range of emissions from energy products (Scope 1, 2 and 33)  Additionally, includes emissions produced by customers when they use the energy products we sell  Seeks to drive strategy over time in step with society  5-year reviews  Reductions estimated based on our expectation of societal trajectory to meet Paris goals Ambition for Net Carbon Footprint1 Society trajectory2 Shell trajectory2 Shell “business as usual” ~20% reduction by 2035 In line with society by 2050 Ambitions:  Reduce Net Carbon Footprint1 of our energy products by ~20% by 2035  Be in line with society Net Carbon Footprint by 2050 5 Emissions from energy products included
  6. 6. Royal Dutch Shell April 16, 2018
  7. 7. Royal Dutch Shell April 16, 2018 Royal Dutch Shell plc April 16, 2018 Responsible Investment Annual Briefing Socially responsible investors #makethefuture
  8. 8. Royal Dutch Shell April 16, 2018 Definitions and cautionary note This presentation contains data and analysis from Shell’s new Sky Scenario. Unlike Shell’s previously published Mountains and Oceans exploratory scenarios, the Sky Scenario is targeted through the assumption that society reaches the Paris Agreement’s goal of holding global average temperatures to well below 2°C. Unlike Shell’s Mountains and Oceans scenarios which unfolded in an open-ended way based upon plausible assumptions and quantifications, the Sky Scenario was specifically designed to reach the Paris Agreement’s goal in a technically possible manner. These scenarios are a part of an ongoing process used in Shell for over 40 years to challenge executives’ perspectives on the future business environment. They are designed to stretch management to consider even events that may only be remotely possible. Scenarios, therefore, are not intended to be predictions of likely future events or outcomes and investors should not rely on them when making an investment decision with regard to Royal Dutch Shell plc securities. Additionally, it is important to note that Shell’s existing portfolio has been decades in development. While we believe our portfolio is resilient under a wide range of outlooks, including the IEA’s 450 scenario (World Energy Outlook 2016), it includes assets across a spectrum of energy intensities including some with above-average intensity. While we seek to enhance our operations’ average energy intensity through both the development of new projects and divestments, we have no immediate plans to move to a net-zero emissions portfolio over our investment horizon of 10-20 years. Although we have no immediate plans to move to a net-zero emissions portfolio, in November of 2017, we announced our ambition to reduce our net carbon footprint in accordance with society’s implementation of the Paris Agreement’s goal of holding global average temperature to well below 2°C above pre-industrial levels. Accordingly, assuming society aligns itself with the Paris Agreement’s goals, we aim to reduce our Net Carbon Footprint, which includes not only our direct and indirect carbon emissions, associated with producing the energy products which we sell, but also our customers’ emissions from their use of the energy products that we sell, by around 20% in 2035 and by around 50% in 2050. Also, in this presentation we may refer to “Shell’s Net Carbon Footprint”, which includes Shell’s carbon emissions from the production of our energy products, our suppliers’ carbon emissions in supplying energy for that production and our customers’ carbon emissions associated with their use of the energy products we sell. Shell only controls its own emissions but, to support society in achieving the Paris Agreement goals, we aim to help and influence such suppliers and consumers to likewise lower their emissions. The use of the terminology “Shell’s Net Carbon Footprint” is for convenience only and not intended to suggest these emissions are those of Shell or its subsidiaries. The companies in which Royal Dutch Shell plc directly and indirectly owns investments are separate legal entities. In this presentation “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 Royal Dutch Shell plc and its subsidiaries in general or to those who work for them. These terms are also used where no useful purpose is served by identifying the particular entity or entities. ‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell companies” as used in this presentation refer to entities over which Royal Dutch Shell plc either directly or indirectly has control. Entities and unincorporated arrangements over which Shell has joint control are generally referred to as “joint ventures” and “joint operations”, respectively. Entities over which Shell has significant influence but neither control nor joint control are referred to as “associates”. The term “Shell interest” is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in an entity or unincorporated joint arrangement, after exclusion of all third-party interest. This presentation contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) 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 “aim”, “ambition’, ‘‘anticipate’’, ‘‘believe’’, ‘‘could’’, ‘‘estimate’’, ‘‘expect’’, ‘‘goals’’, ‘‘intend’’, ‘‘may’’, ‘‘objectives’’, ‘‘outlook’’, ‘‘plan’’, ‘‘probably’’, ‘‘project’’, ‘‘risks’’, “schedule”, ‘‘seek’’, ‘‘should’’, ‘‘target’’, ‘‘will’’ 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 presentation, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, fiscal and regulatory developments including regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; and (m) changes in trading conditions. No assurance is provided that future dividend payments will match or exceed previous dividend payments. All forward-looking statements contained in this presentation are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional risk factors that may affect future results are contained in Royal Dutch Shell’s 20-Form for the year ended December 31, 2017 (available at www.shell.com/investor and www.sec.gov ). These risk factors also expressly qualify all forward-looking statements contained in this presentation and should be considered by the reader. Each forward-looking statement speaks only as of the date of this presentation, 16 April 2018. Neither Royal Dutch Shell plc 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 presentation. We may have used certain terms, such as resources, in this presentation that the United States Securities and Exchange Commission (SEC) strictly prohibits us from including in our 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. 8
  9. 9. Royal Dutch Shell April 16, 2018 Donny Ching Legal Director Royal Dutch Shell
  10. 10. Royal Dutch Shell April 16, 2018 Year Event1 1998 Malabu awarded licence for OPL 245 2001 Shell Nigeria Ultra Deep (“SNUD”) farms in 2001 Federal Government of Nigeria (“FGN”) revokes the Malabu Licence 2002 SNUD bids for and is awarded OPL 245 by FGN and later signs a PSC with Nigerian National Petroleum Corporation (“NNPC”) 2002 Various litigations follow 2006 FGN settles litigation with Malabu and reallocates licence to Malabu Malabu and SNUD now have competing legal rights to the Block 2007 Shell (SNUD) commences Bilateral Investment Treaty arbitration against the FGN for wrongful expropriation 2008 FGN seeks resolution, negotiations commence 2010 Negotiations now include ENI Settlement with FGN negotiated with Attorney General of FGN, Minister of Petroleum Resources, Minister of Finance and senior NNPC officials 2011 Settlement achieved. FGN receives $1.3 bln: Shell releases signature bonus in return for the licence and pays $110.04 mln to ENI (NAE); ENI (NAE) pays FGN $1,092.04 mln for rights to the block; Malabu relinquished all claims on OPL 245 in exchange for payment from FGN of $1,092.04 mln 2017 Court of Milan decided that Shell and its four former employees should be remanded for trial 2018 Court of Milan decided that first hearing is postponed to 14 May OPL 245 Fact recap 1 A full chronology of events is available in the additional information slides 10
  11. 11. Royal Dutch Shell April 16, 2018 OPL 245 No case to answer Shell media statement: “Based on our review of the Prosecutor of Milan's file and all of the information and facts available to us, we do not believe that there is a basis to convict Shell or any of its former employees. If the evidence ultimately proves that improper payments were made by Malabu or others to then current government officials in exchange for improper conduct relating to the 2011 settlement of the long standing legal disputes, it is Shell’s position that none of those payments were made with its knowledge, authorisation or on its behalf. “We believe the trial judges in Italy will conclude that there is no case against Shell or its former employees. “Shell attaches the greatest importance to business integrity. It’s one of our core values and is a central tenet of the Business Principles that govern the way we do business. Shell has clear rules on anti-bribery and corruption and these are included in our Code of Conduct for all staff. There is no place for bribery or corruption in our company.” 11
  12. 12. Royal Dutch Shell April 16, 2018 OML 42 Criminal complaint Shell media statement: “Based on what we know now from an internal investigation, we suspect a crime may have been committed by our former employee, Peter Robinson, against Shell in relation to the sale process for Oil Mining Lease (OML) 42 in Nigeria in 2011. We have filed a criminal complaint with the Dutch authorities and are considering other steps we could take. “We were stunned and disappointed when we learned about this issue. Our Code of Conduct, our Business Principles and our core values of honesty, integrity and respect govern the way we do business. We work tirelessly to uphold these principles and we expect high standards of behaviour from everyone who works for Shell. Where those standards are breached we are committed to taking the appropriate action, and to learning lessons. “Based on our current understanding, we believe OML 42 and OPL 245 are unrelated. On OPL 245, we continue to believe, from our review of the Prosecutor of Milan's file and all of the information and facts currently available to us, there is no case to convict Shell or its former employees.” 12
  13. 13. Royal Dutch Shell April 16, 2018 Ben van Beurden Chief Executive Officer Royal Dutch Shell
  14. 14. Royal Dutch Shell April 16, 2018 Strategic ambition Thrive in the energy transition World-class investment case Strong license to operate 2017  Year of transformation  Strong financial delivery and strengthened financial framework  Growth momentum  Resilient and relevant portfolio positioned long term  Reduce the Net Carbon Footprint of our energy products in line with society 14
  15. 15. Royal Dutch Shell April 16, 2018 ESG programme Key events  Responsible Investment Annual Briefing (since 2006)  2018: Board engagement day  Chairman roadshows  Remuneration Committee roadshows  Engagements with IIGCC1 (CA100+2) 1 Institutional Investors Group on Climate Change, 2 Climate Action 100+ initiative www.shell.com/esg 15
  16. 16. Royal Dutch Shell April 16, 2018 Leading in transparency RDS reporting 2017  Announcement of Net Carbon Footprint ambition (November 2017)  2017 CDP Climate change score: “B”  Inclusion in the Dow Jones Sustainability Index 2018 progress  Disclosures aligned to Task Force on Climate-related Financial Disclosures (TCFD)  “Shell Energy Transition report” published  Annual report: additional disclosures on climate change risk and strategy  “Sky – meeting the goals of the Paris agreement” scenario published 16 Strategic ambition – Thrive in the energy transition
  17. 17. Royal Dutch Shell April 16, 2018 Hans Wijers Chair of the CSRC Royal Dutch Shell
  18. 18. Royal Dutch Shell April 16, 2018 Corporate and Social Responsibility Committee 1 Hans Wijers stands down as a Director of the Company at the close of business of the 2018 Annual General Meeting to be held on May 22, 2018 2 On March 14, 2018, the Board appointed Sir Nigel Sheinwald as Chair of the Corporate and Social Responsibility Committee with effect from May 23, 2018 3 On March 14, 2018, the Board appointed Linda G. Stuntz as member of the Corporate and Social Responsibility Committee with effect from May 23, 2018. She will stand down as a member of the Audit Committee on May 22, 2018 Hans Wijers1 (Chair) Linda G. Stuntz3 Sir Nigel Sheinwald2 Catherine J. Hughes 18
  19. 19. Royal Dutch Shell April 16, 2018 Areas of focus CSRC topics 2017 2018  Approach to the energy transition  Methane  Greenhouse gas (GHG) metrics in remuneration  Nigeria  Groningen  Security  Net Carbon Footprint  Nature based solutions  Ethics and compliance  Groningen  Nigeria Pernis refinery site visit, The Netherlands Afam VI power plant, Nigeria 19
  20. 20. Royal Dutch Shell April 16, 2018 Rewarding performance in line with delivery of strategy GHG metrics in remuneration  The GHG metrics in the 2018 scorecard have evolved and coverage has increased to close to 90% of the Scope 1 and 2 operated emissions, compared to 60% in 2017  CEO personal performance agreement includes strategy and progress in new energies  Scorecard aligned for Directors and staff Annual bonus scorecard design  Strategy drives change  Remuneration follows and supports strategy Cash flow from operating activities Operational excellence Sustainable development 2017 2018 5% Process safety 5% Personal safety 10% GHG management 10% Environment 10% Safety Scope expanded:  Upstream and Integrated Gas GHG intensity in million tonnes CO2e (4%)  Refining GHG intensity measured in tonnes CO2e per UEDC1 (3%)  Chemicals GHG intensity measured in tonnes CO2e per tonne of chemicals production (3%) 5% Process safety 5% Personal safety 10% GHG management 20 1 Solomon’s Utilised Equivalent Distillation Capacity
  21. 21. Royal Dutch Shell April 16, 2018 How the CSRC looks at climate change Fully support the Paris agreement “We believe that the need to reduce GHG emissions, which are largely caused by burning fossil fuels, will transform the energy system in this century.” (RDS Annual Report 2017) Management of risks and opportunities  Managed in accordance with other significant risks through Board and Executive Committee  Supported by standards, policies and controls Board and Board subcommittee involvement  Board strategy sessions throughout 2017 on changing global energy market, energy transition and climate change  CSRC  Remuneration Committee  Audit committee 2018 priorities:  Energy transition  New energies business strategy implementation 21
  22. 22. Royal Dutch Shell April 16, 2018 Ben van Beurden Chief Executive Officer Royal Dutch Shell
  23. 23. Royal Dutch Shell April 16, 2018 HSSE performance Injuries – TRCF/million working hours Goal Zero on safety Million tonnes CO2e Upstream flaring Volume in thousand tonnes Operational spills Number of incidents Process safety  HSSE priority  Performance and transparency million working hours Number of spills 0 200 400 600 800 0 2 4 2007 2009 2011 2013 2015 2017 0 250 500 0 5 10 2007 2009 2011 2013 2015 2017 0 5 10 15 2007 2009 2011 2013 2015 2017 0 200 400 2013 2014 2015 2016 2017 Working hoursTRCF Volume Number Tier 1 incidents Tier 2 incidents 23
  24. 24. Royal Dutch Shell April 16, 2018 Embedding a Culture of care  Golden rules: comply, intervene and respect  Protecting our reputation and driving competitive advantage Social performance Sustain societal license to operate HR organisational effectiveness Respect for people Contracting and Procurement Explicit recognition of care in how we do business Diversity and inclusion A diverse and inclusive work environment Human performance and care Caring for individuals and their work environment Care for people in projects Programmatic approach to maximise worker welfare and performance in projects Physical environment Camp and office design supporting care Safety leadership Behavioural and road safety Intentional and relentless focus on personal and process safety across Shell Care 24 Better business outcomes
  25. 25. Royal Dutch Shell April 16, 2018 Performance Nigeria  Operational spill volume reduction >70%  Increased number of sabotage-related spills  Commenced Bodo spill clean-up under Bodo Mediation Initiative  The SPDC JV Afam VI power plant supplied ~15% of the nation’s grid-connected electricity in 2017 Oil theft and sabotage impacts onshore operations Livewire alternative livelihoods Workers at the Afam VI Power Plant 25
  26. 26. Royal Dutch Shell April 16, 2018 Thrive in the energy transition Societal challenge Sources: Population – UN World Population projections; Energy consumption: 2015 – IEA World Energy Outlook (WEO) 2017; 2070 outlook – Shell scenarios analysis from A better life with a healthy planet CO2 emissions: 2015 – IEA WEO 2017; 2040 – IEA WEO 2017 Current policies scenario; 2070 – Shell scenarios analysis from A better life with a healthy planet  Challenge for more and cleaner energy  Reduction required in the carbon intensity of every unit of energy consumed 2015 2070 >10 billion7 billion 1000 Exajoules570 Exajoules Net Zero Emissions 32 gt CO2e CO2 43 gt CO2e current policies 2 0 4 0 Increasing population Increasing energy demand Need to reduce CO2 emissions 26
  27. 27. Royal Dutch Shell April 16, 2018 Sky – Meeting the goals of the Paris agreement New scenario launched March 2018 EJ/year World primary energy by source GT CO2 /year World total CO2 emissions from energy 0 200 400 600 800 1,000 1,200 2015 2030 2040 2050 2060 2070 Oil Biofuels Natural Gas Biomass Coal Nuclear Solar Wind Other Renewables -10 -5 0 5 10 15 20 25 30 35 40 2015 2030 2045 2060 2075 20902015 2030 2045 2060 2075 2090 1 Nationally Determined Contributions; 2 Massachusetts Institute of Technology  Grounded in current energy system  NDC1 process ratchets aggressively to 2030  Progressively becomes goal-driven (‘normative’) to meet Paris aims  Unprecedented and sustained collaboration required  Deep electrification, global power generation grows by factor of five  Aggressive efficiency improvement  Liquid and gaseous fuels remain in hard-to-electrify sectors  Renewables largest sources of energy from 2050s  CO2 emissions peak in 2020s  Net-zero emissions by 2070  Sky scenario impact estimated at around 1.75°C  Additional potential from greater reforestation  Collaboration with MIT2 Assessed by MIT2 as limiting temperature increase to 1.75 °C www.shell.com/scenarios 27
  28. 28. Royal Dutch Shell April 16, 2018 Thrive in the energy transition Driving to resilience and ambition Demonstrating Shell’s approach across multiple time horizons TIME HORIZON SHORT TERM GHG management  Focussed on operational action  Included in annual bonus scorecard MEDIUM TERM Strategic positioning and portfolio resilience  Disclosures aligned to TCFD recommendations  Demonstrate financial resilience of portfolio to energy transition and climate change actions LONG TERM Net Carbon Footprint methodology  Covers full range of emissions from our energy products through to consumption 1-3 YEARS 5-10 YEARS >10 YEARS 5% Process safety 5% Personal safety 10% GHG management Sustainable development 28
  29. 29. Royal Dutch Shell April 16, 2018 29 Resilience Financial framework 1 Significant variations in oil and/or gas prices will potentially impact certain operating costs, or result in foreign exchange movements, the effect of which are not reflected in this price sensitivity; 2 Assuming oil price fell from around $65 per barrel today to $40 per barrel money of the day; 3 Assuming oil price rose from around $65 per barrel today to $100 per barrel money of the day $ billion CFFO excluding working capital Capital investment flexibility  Growing free cashflow  Capital discipline and flexibility  Strong balance sheet  Oil price $40-$100 per barrel range likely to 2030  $10 per barrel movement in Brent prices, around $6 billion cash flow impact indicative estimate1  At $40/bbl impact of -$15 billion on CFFO2  At $100/bbl impact of +$21 billion on CFFO3  $10 per tonne CO2 movement in global CO2 price, around $1bn billion pre-tax impact on cash flow  Applying more resiliency criteria to capital allocation  Lower break-even prices  Shorter payback periods  Improving project delivery Average Brent oil price ($/bbl) 0 10 20 30 40 2014 2015 2016 2017 $99 $52 $44 $54 $ billion (per annum) 2018 – 2020 Oil products 4-5 Conventional oil + gas 4-5 Integrated gas 4-5 Deep water 5-6 Chemicals 3-4 Shales 2-3 New energies 1-2 Total 25-30 $#
  30. 30. Royal Dutch Shell April 16, 2018 30 Resilience Portfolio 1 The forward-looking breakeven price for pre-FID projects is calculated based on all forward-looking costs associated with pre-FID projects in our development portfolio. Accordingly, this typically excludes exploration & appraisal costs, lease bonuses, exploration seismic and exploration team overhead costs. The forward-looking breakeven price for pre-FID projects is calculated based on our estimate of resources volumes that are currently classified as 2C under the Society of Petroleum Engineers’ Resource Classification System. As these pre-FID projects are expected to be multidecade producing projects, the less than $30 per barrel projection will not be reflected either in earnings or cash flow in the next five years Diverse business segments Geographic diversity Active portfolio management  Resilience from diverse and actively managed portfolio  Assessed risk of stranded assets as low Marketing earnings Chemicals earnings Americas Asia EU + Africa  Operations across energy system  Strength of integrated model  Global business in more than 70 countries  In 2017, 19 countries accounted for 80% of CFFO  Focus on cost reduction  Improving CO2 performance DEEP WATER Projects waiting FID: average break-even <$30 SHALES Permian direct field expenses -33% in 2017 INTEGRATED GAS Since BG, underlying operating expenses -11% CHEMICALS Pennsylvania ethylene cracker expected top quartile CO2 intensity OIL PRODUCTS INTEGRATED GAS CHEMICALS SHALESNEW ENERGIES Cash engines Growth priorities Emerging opportunities DEEP WATER CONVENTIONAL OIL + GAS
  31. 31. Royal Dutch Shell April 16, 2018 31 Thrive in the energy transition Ambition – Net Carbon Footprint 1 Net Carbon Footprint measured on an aggregate “well to wheel” or “well to wire” basis, from production through to consumption, on grams of CO2 equivalent per megajoule of energy products consumed; chemicals + lubricants products are excluded. Carbon Footprint of the energy system is modelled using Shell methodology aggregating lifecycle emissions of energy products on a fossil-equivalence basis. The methodology will be further reviewed and validated in collaboration with external experts 2 Potential society trajectory includes analysis from Shell scenarios estimate of Net Zero Emissions by 2070 and IEA Energy Technology Perspectives 2017; Potential illustrative Shell trajectory 3 Scope 1,2,3 emissions limited to activities associated with bringing energy products to the market, Scope 3 emissions only includes Category 11: Use of sold products WtW gCO2e/MJ1 Ambition to reduce Net Carbon Footprint1 of our energy products by around 20% by 2035  Covers full range of emissions from energy products (Scope 1, 2 and 33)  Additionally, includes emissions produced by customers when they use the energy products we sell  Drive strategy over time in step with society  5-year reviews  Reductions estimated based on our expectation of societal trajectory to meet Paris goals Ambition for Net Carbon Footprint1 Ambitions:  Reduce Net Carbon Footprint1 of our energy products by ~20% by 2035  Be in line with society Net Carbon Footprint by 2050 Society trajectory2 Shell trajectory2 Shell “business as usual” In line with society by 2050 ~20% reduction by 2035
  32. 32. Royal Dutch Shell April 16, 2018 32 Scope of our Net Carbon Footprint 1 The ‘lifecycle’ calculation tracks the energy molecules end-to-end but does not include emissions associated with construction or decommissioning of facilities 2 Scope 1,2,3 emissions limited to activities associated with bringing energy products to the market, Scope 3 emissions only includes Category 11: Use of sold products 3 CCS: Carbon Capture and Storage, NBS: Nature based solutions Emissions from energy products included within the Net Carbon Footprint framework Full lifecycle1 of our energy products, including consumption Sales Sales Sales Processing Liquefaction Gas-to-liquid Refining Renewable Energy Oil and gas Extraction Oil Natural gas LNG GTL Third-party crude Third-party products Third-party products Net of CO2 sinks such as CCS, NBS3 Key2 Emissions from bringing own products to the market (Scope 1,2) Emissions from bringing third-party products to the market (Scope 1,2) Emissions from use of own products (Scope 3) Emissions from use of third-party products (Scope 3) Contributions included in bringing products to market (Scope 1,2) Biofuels and power Third-party gas Third-party products Processing
  33. 33. Royal Dutch Shell April 16, 2018 Our Net Carbon Footprint ambition moves in line with society  Shell cannot predict society and government future actions  Therefore: aligned to society’s progress  In step with society’s drive to align with Paris goals  Reassess progress every five years linked to NDC1 process Shell’s approach goes further than shareholder resolution requests  We include emissions from:  (The production of) Shell’s energy products  Energy products from third parties, processed in our facilities  Energy products from third parties, sold by us, and  The use of these energy products  Potential business activities identified, such as growing new energies business Shareholder resolution – response 1 Nationally Determined Contributions Shell’s approach is wide-ranging and progressive 33
  34. 34. Royal Dutch Shell April 16, 2018 Thrive in the energy transition Case studies  Pilot facility operating in Bangalore  Meets GHG reduction mandates, to be considered advanced biofuels  Can use a broad spectrum of forestry, agricultural and sorted municipal waste as feedstock Biofuels R&D: IH2® Adapting our retail network  Multiple opportunities to offer low-carbon fuels  ‘Shell Recharge’ electric vehicle (EV) charging in UK and The Netherlands  Partnered with IONITY to install EV charging on major routes across 10 countries in Europe  Hydrogen in UK, Germany and California, USA 34 Hydrogen network development – UK, Germany and USA 500 ultra-fast charge posts with IONITY in next 2 years – Europe 20+ ‘recharge’ locations – UK & Netherlands Integrated charging solutions IH2® demonstration facility, India
  35. 35. Royal Dutch Shell April 16, 2018 Questions and Answers Royal Dutch Shell April 16, 2018 Ben van Beurden Chief Executive Officer Hans Wijers Chair of the CSRC Harry Brekelmans Projects and Technology Director Donny Ching Legal Director
  36. 36. Royal Dutch Shell April 16, 2018 Maarten Wetselaar Integrated Gas and New Energies Director Royal Dutch Shell
  37. 37. Royal Dutch Shell April 16, 2018 Policy actions for clean energy Global  G20 endorses role of gas in energy transition  IEA recognises CO2 emissions reductions from coal-to-gas switching and renewables (China, US and UK) National  China favours gas and renewables and reforms gas market  South Korea prioritises renewables and gas  Germany supports public-private partnerships for Hydrogen refuelling network Regional  EU policies supporting coal phase out: >10 countries announce ambitions  EU agreed to strengthen Emissions Trading Scheme  EU power market reforms: accommodate renewables and distributed energy Local  Policymakers targeting air quality  Beijing meets ambitious 2017 air quality targets  Berlin closes local coal-fired power plants to improve air quality Widespread policy support for Integrated Gas and new energies 37
  38. 38. Royal Dutch Shell April 16, 2018 Integrated Gas Cash engine As of Q4 2017; capital employed includes new energies; average capital investment per annum in period 2018-20; Organic FCF by 2020: 2016 RT $60 per barrel  World leader  Growing markets  Differentiated portfolio  $8-10 billion organic FCF by 2020 Creating & securing demand Optimisation Managing supply  LNG  Gas and power  Gas-to-liquids premium products  Marketing and trading  Shipping and transport  Regasification  Gas and liquids production  Liquefaction  Gas-to-liquids Capital employed: $87.5 billion Production: 0.9 mboe/d Liquefaction volume: 33 mtpa LNG sales volumes: 66 mtpa Capital investment: $4-5 billion 38
  39. 39. Royal Dutch Shell April 16, 2018 Reducing methane emissions Product stewardship of gas Methane guiding principles Oil and Gas Climate Initiative Focus on entire gas value chain – from production to final consumer 39  Shell led development of principles; 8 companies initially signed and 3 more since  Collaborated with industry, academics, NGOs and multilateral organisations  Prioritise monitoring, measuring, reporting and reducing emissions  Shell now spearheading key actions to advance the principles  Commitment to work towards near zero methane emissions – target to be announced end 2018  Improve understanding of global methane emissions sources  Financial support methane technology commercialisation
  40. 40. Royal Dutch Shell April 16, 2018  Focus areas:  Biofuels  Hydrogen  Electric mobility  Work in partnerships and consortia  Target downstream returns high teens % New Energies New Fuels  Focus areas:  Trading, marketing and customer access  Low-carbon generation and storage  Investment in customer access  Selective asset ownership  Target equity returns of 8-12% Power  Selective and opportunity driven investment  Capital investment $1-2 billion per annum average NoordzeeWind, The NetherlandsWuppertal, Germany 40
  41. 41. Royal Dutch Shell April 16, 2018  Adjacencies to existing businesses  Value chain integrator  Demand-driven development Power value chain CUSTOMERS OPTIMISATION SUPPLY AND GENERATION  Secure demand in key markets  Commercial, industrial, and residential  Optimise intermittent demand and supply  Trading opportunities  Wind, solar, and selected gas and storage assets  Selective capacity ownership to create portfolio flexibility Leverage portfolio flexibility and arbitrage opportunities Multiple parties are active on the demand side Not all products are supplied by Shell; some are purchased from third parties 41
  42. 42. Royal Dutch Shell April 16, 2018  Adjacencies to existing businesses  Value chain integrator  Demand-driven development Power value chain CUSTOMERS OPTIMISATION SUPPLY AND GENERATION Leverage portfolio flexibility and arbitrage opportunities Multiple parties are active on the demand side Not all products are supplied by Shell; some are purchased from third parties  New Motion  First Utility  MP2 Energy LLC  Shell Energy North America  Shell Energy Europe  Shell Energy Australia  Carbon credit trading  Silicon ranch  US onshore wind portfolio  NoordzeeWind offshore The Netherlands  Borssele 3 and 4 offshore wind1  Solar and storage at Shell sites1 1 Projects shown are pre-FID 42
  43. 43. Royal Dutch Shell April 16, 2018 Delivering a profitable energy access business 1 United Nations Sustainable Development Goals  Technology company  Universal smart metering platform  Serving mini grid companies and other utilities  Focused in Africa and Asia  Mini-grid company  Hybrid solar PV and biomass gasification solution  Reliable electricity on a pay-as-you-go basis  Operations in India and Tanzania  Off-grid modular solar solutions for homes and businesses  Offers consumer financing  Operations in Uganda and Kenya Steamaco Husk Power Systems SolarNow Commercial response to UN SDG1 7: Affordable and clean energy 43
  44. 44. Royal Dutch Shell April 16, 2018 Maarten Wetselaar Integrated Gas and New Energies Director Royal Dutch Shell
  45. 45. Royal Dutch Shell April 16, 2018 Questions and Answers Royal Dutch Shell April 16, 2018 Maarten Wetselaar Integrated Gas and New Energies Director Mark Gainsborough EVP New Energies
  46. 46. Royal Dutch Shell April 16, 2018 Additional information
  47. 47. Royal Dutch Shell April 16, 2018 2017 2018/19 NAM A 50:50 Joint Venture with Shell and ExxonMobil August 5 years since Huizinge earthquake (force 3.6) April Production cut by 10% to 21.6bcm March NAM at a distance November Raad van State announces judgment appeals against Ministry of Economic Affairs’ amended decision on gas extraction Groningen November NAM submits updated Hazard and Risk Assessment to SodM1 January Earthquake Zeerijp with a force of 3.4 on the scale of Richter January SodM advice to minister on gasproduction level. Gasproduction locations Loppersum shut down March Damage claims public desk opened (‘NAM at a distance’) 47 January Minister Wiebes announces new damage protocol March Ministry of Economic Affairs announces “Groningen to zero” by 2030 Source: www.nam.nl, 1 State Supervision of the Mines
  48. 48. Royal Dutch Shell April 16, 2018 48 Nigeria environmental performance 1 SPDC JV = 30% Shell, 55% NNPC, 10% Total, 5% Agip; all data on 100% basis unless otherwise stated Clean-up & UNEP progress  Commenced Bodo spill clean-up under Bodo Mediation Initiative  HYPREP2 $10 million take-off grant, and project coordinator appointed Oil spill prevention & remediation  Theft protection mechanisms improved  Daily overflights + surveillance continue  IUCN collaboration on remediation standards and practices  Remediation and certification efforts ongoing (92 sites out of 251 remediated in 2017)  Social performance initiatives to address underlying cause (Livewire training programmes)  Theft and sabotage continues (25% increase in numbers in 2017 following Forcados terminal outage in 2016), long-term trend improving 2017 >70% reduction operational spills (volume) from 2016 www.shell.com.ng/ briefingnotes 2 Hydrocarbon Pollution Restoration Project – this body was established under the Nigerian Ministry of Environment, aimed at the sustainable clean-up of Ogoniland 0 50 100 150 200 0 5 10 15 20 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Thousand tonnes SPDC JV1 spills Volume of operational spills Volume of sabotage spills Operational spills >100kg Sabotage spills >100kg Production and theft 0 200 400 600 800 0 20 40 60 80 2012 2013 2014 2015 2016 2017 Production (SPDC JV) (RHS) Thousand barrels per day Thousand barrels of oil equivalent per day Theft Number
  49. 49. Royal Dutch Shell April 16, 2018 Case study: Brent decommissioning Contractor management 1 In today’s money Brent decommissioning  Platforms and infrastructure retirement  ~1,000 people  >97% planned to be recycled Brent-Delta platform lift  Single lift  Coordination with >100 companies  Extensive contractor collaboration Brent created jobs and contributed >£20 billion in tax revenue1 Brent, United Kingdom 49
  50. 50. Royal Dutch Shell April 16, 2018 Human rights  Integrated approach  Informed by Universal Declaration of Human Rights, core conventions of International Labour Organization and UN Guiding Principles on Business and Human Rights Example: Worker Welfare – Singapore Example: Voluntary Principles on Security and Human Rights (VPSHR) – Tunisia 50 Malampaya, Philipines
  51. 51. Royal Dutch Shell April 16, 2018 Directors’ remuneration policy Longterm Long Term Incentive Plan (LTIP) Annual bonus Fixed remuneration Shareholding & holding periods Malus + clawback Shortterm  Short-term operational delivery targets  50% bonus in shares, subject to 3-year holding period which remains in force post-leaving  Shareholding requirement: CEO: 7 x base salary; CFO: 4 x base salary  Malus and clawback provision apply to bonus and LTIP  Benchmarked against 4 oil majors and 15 European companies  World-class investment financial metrics  3-year performance + 3-year holding period which remains in force post-leaving 30% CFFO 20% Sustainable development 10% Safety 10% GHG 50% Operational excellence 12.5% Project delivery 12.5% Production 12.5% LNG sales 12.5% DS availability 25% TSR 25% ROACE 25% FCF 25% CFFO 50% cash 50% shares 51
  52. 52. Royal Dutch Shell April 16, 2018 Health, Safety, Security & Environment  Process safety is central in achieving Shell’s goal of zero harm to people and the environment  Managed by combining asset integrity principles with a risk management approach, supported by visible safety leadership 52 Asset integrity principles Risk management approach Process safety performance Threats Consequences CONTROLS, BARRIERS RECOVERY MEASURES TOP EVENT Design Integrity Technical Integrity Operating Integrity Integrity Leadership GOAL ZERO NO HARM NO LEAKS NO HARM TO PEOPLE NO LEAKS FROM OUR OPERATIONS
  53. 53. Royal Dutch Shell April 16, 2018 Shareholder resolution – response Follow This resolution Shell response Set and publish targets that are aligned with the goal of the Paris Climate Agreement to limit global warming to well below 2°C. They need to include long-term (2050) and intermediate objectives, to be quantitative, and to be reviewed regularly Already announced Net Carbon Footprint1 ambition (November 2017)  Around 50% reduction of Net Carbon Footprint of our energy products by 2050, around 20% by 2035 (gCO2e/MJ)  In step with society’s drive to align with the Paris goals  Reassess every five-years aligned to NDC process  Explicit target would need to predict society & government future actions  Gives the flexibility to continue to thrive in whatever world society moves towards; recognizes need for action by all society The company base these targets on tangible metrics such as greenhouse gas intensity metrics (GHG emissions per unit of energy produced) or to use other metrics that the company finds suitable to align its targets with a well-below-2°C pathway  GHG metrics in executive bonus scorecard (since 2017)  Reporting aligned to TCFD recommendations  Ambition in step with society’s drive to align with the Paris goals These targets need to cover the GHG emissions of Shell’s operations and the use of its energy products (*),(*) Scope 1, Scope 2, and category 11 of Scope 3 (emissions from use of Shell’s refinery fuel and natural gas products, and sold CO2 transfers), excluding emissions from use and disposal of non- fuel products  Shell’s Net Carbon Footprint Ambition well beyond scope 1, 2 and 3 emissions of our energy products  Includes emissions produced by customers when they use the energy products we sell  Includes emissions from elements of energy products life-cycle not owned by Shell, such as:  Oil and gas processed - but not produced - by Shell  Oil products and electricity marketed by Shell not processed or generated at a Shell facility 1 Net Carbon Footprint measured on an aggregate “well to wheel” or “well to wire” basis, from production through to consumption, on grams of CO2 equivalent per megajoule of energy products consumed; chemicals + lubricants products are excluded. Carbon Footprint of the energy system is modelled using Shell methodology aggregating lifecycle emissions of energy products on a fossil-equivalence basis. The methodology will be further reviewed and validated in collaboration with external experts. The Board recommends voting against the Follow This resolution 53
  54. 54. Royal Dutch Shell April 16, 2018 OPL 245 Chronology of events (1) Phase 1  1998 – Malabu awarded licence for OPL 245  March 2001 – Shell Nigeria Ultra Deep (“SNUD”) farms in  Representations and warranties were provided on ownership of Malabu  Federal Government Nigeria (“FGN”) consented Phase 2  July 2001 – FGN revokes the Malabu Licence  May 2002:  SNUD bids for and is awarded OPL 245 by FGN and later signs a PSC with Nigerian National Petroleum Corporation (“NNPC”)  Signature bonus ($209 million) is placed in escrow pending outstanding disputes with Malabu  SNUD conducts exploration and appraisal work programme 54
  55. 55. Royal Dutch Shell April 16, 2018 OPL 245 Chronology of events (2) Phase 2 (continued)  Various litigations follow:  May 2002 – SNUD commenced International Chamber of Commerce arbitration proceedings against Malabu  August 2002 – Malabu commenced proceedings against FGN, Shell Nigeria Exploration and Production Company (“SNEPCO”), SNUD and other Shell parties in New York federal court  May 2003 – (following a petition by Malabu), the Nigerian House of Representatives issued a report concluding: (i) OPL 245 was legally awarded to Malabu, (ii) the revocation of Malabu’s licence should be set aside, (iii) SNUD should pay $550 million compensation to Malabu. SNUD appeals  September 2003 – Malabu commenced proceedings in Nigeria against FGN, NNPC and SNUD for a declaration that the award of OPL 245 to Malabu was valid, a declaration that the award to SNUD was invalid, and damages of $100 million 55
  56. 56. Royal Dutch Shell April 16, 2018 OPL 245 Chronology of events (3) Phase 3  December 2006 – FGN settles litigation with Malabu and reallocates the licence to Malabu  Malabu and SNUD now have competing legal rights to the Block  April 2007 – SNUD commences Bilateral Investment Treaty arbitration against the FGN for wrongful expropriation  2008 – FGN seeks resolution, negotiations commence 56
  57. 57. Royal Dutch Shell April 16, 2018 OPL 245 Chronology of events (4) Phase 4  2010 – negotiations now include ENI  Settlement with FGN – negotiations are conducted with Attorney General of FGN, the Minister of Petroleum Resources, the Minister of Finance and senior NNPC officials  April 2011 – settlement is achieved. FGN receives $1.3bln:  Signature bonus is released by SNUD to FGN from 2003 escrow funds in return for the licence  SNEPCO pays $110.40 million to ENI (Nigerian Agip Exploration (“NAE”)) ($25.40 million interest on the escrow, plus $85 million)  NAE pays $1,092.04 million to FGN for settling all outstanding claims on the Block  FGN agrees to indemnify SNEPCO and NAE from any other claims on the Block  SNEPCO and NAE hold the licence 50/50. NAE is operator 57
  58. 58. Royal Dutch Shell April 16, 2018 OPL 245 Agreements of April 2011  Heads of Agreement between NAE and SNUD and SNEPCO: allocation of the payments due to FGN  Block 245 Resolution Agreement: FGN, NNPC, SNUD, SNEPCO and NAE  Payments to FGN and award of the licence  FGN indemnifies SNEPCO and NAE against competing claims  Key fiscal terms of future PSC  Block 245 Resolution Agreement: FGN and Malabu. Payment to Malabu; settlement of claims  Block 245 Resolution Agreement: FGN and SNUD. Settlement of claims  Settlement submission to Court of Appeal, Abuja: SNUD, SNEPCO, Malabu and Nigerian House of Representatives (“NHR”). Withdrawing SNUD and SNEPCO appeals against a 2003 NHR report in favour of Malabu 58
  59. 59. Royal Dutch Shell April 16, 2018 OPL 245 Shell review  Debevoise & Plimpton LLP, an international law firm, was retained by the Shell Group  Debevoise conducted and led an investigation which included staff from the law firm and Shell’s Business Integrity Department  Periodic updates to senior management, Audit Committee and RDS Board  Final report to RDS Board in July 2016  Findings shared with authorities during 2016 59
  60. 60. Royal Dutch Shell April 16, 2018

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