Dividends

POLICY

Shell’s policy is to grow the US dollar dividend through time in line with our view of Shell’s underlying earnings and cash flow. When setting the dividend, the Board of Directors looks at a range of factors, including the macro environment, the current balance sheet and future investment plans. In addition, we may choose to return cash to shareholders through share buybacks, subject to the capital requirements of Shell. In September 2010, we introduced a Scrip Dividend Programme which enables shareholders to increase their shareholding by choosing to receive new shares instead of cash dividends, if approved by the Board.

SCRIP DIVIDEND PROGRAMME

In September 2010, Royal Dutch Shell introduced a Scrip Dividend Programme which enables shareholders to increase their shareholding by choosing to receive new shares instead of cash dividends, if approved by the Board. Only new Class A shares are issued under the programme, even to shareholders who hold Class B shares. When the programme was introduced, the Dividend Reinvestment Plans provided by Equiniti and Royal Bank of Scotland N.V. were withdrawn; the dividend reinvestment feature of the plan provided by The Bank of New York Mellon was likewise withdrawn.

Joining the Scrip Dividend Programme has the following implications for shareholders:

• Shareholders will increase the number of shares in the Royal Dutch Shell without having to buy shares in the market, avoiding brokerage costs.
• Shareholders residing in certain countries may gain a significant tax advantage. In particular, dividends paid out as shares by Royal Dutch Shell will not be subject to Dutch dividend withholding tax and will not generally be taxed upon receipt by a UK shareholder or a Dutch corporate shareholder. Note, however, that the tax consequences of electing to receive new Class A shares in place of a cash dividend depend on individual circumstances.

Full details regarding the Scrip Dividend Programme and its taxation consequences can be found at www.shell.com/scrip