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Royal Dutch Shell (RDSA)

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Friday 06 May, 2016

Royal Dutch Shell

Notification of Change of Auditor

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Shell International Finance B.V. and Royal Dutch Shell plc

May 6, 2016

Appointment of Ernst & Young LLP

On August 21, 2015, Shell International Finance B.V. issued CHF 800,000,000 0.375 per cent. Guaranteed Notes due August 21, 2023 (the 2023 Notes) and CHF 525,000,000 0.875 per cent. Guaranteed Notes due August 21, 2028 (the 2028 Notes, together with the 2023 Notes, the Notes) under the Multi-Currency Debt Securities Programme established by Shell International Finance B.V. (the Issuer) and Royal Dutch Shell plc (the Guarantor) described in the Information Memorandum dated 11 August 2015 as supplemented by the first supplement dated 24 August 2015, the second supplement dated 29 October 2015, the third supplement dated 15 February 2016, the fourth supplement dated 10 March 2016, the fifth supplement dated 3 May 2016 and the sixth supplement dated 4 May 2016 (as so supplemented, the “Information Memorandum”). The Notes have been admitted to trading on the SIX Swiss Exchange.

Pursuant to a decision by the Board of Royal Dutch Shell plc (“Shell”), on April 11, 2016 Shell appointed Ernst & Young LLP, registered office at 1 More London Place, London SE1 2AF (“E&Y”), as auditor. Subsequently, on April 25, 2016, the Board of Shell International Finance B.V. (“Shell Finance”) appointed E&Y as auditor. E&Y replaces PricewaterhouseCoopers as auditor of Shell and of Shell Finance, respectively.

In accordance with the Swiss Directive on Regular Reporting Obligations, a copy of this announcement is also available on Shell’s website at:

http://www.shell.com/global/aboutshell/investor/financial-information/euro-medium-term-note-programme.html

Other content available on Shell’s website and the content of any other website accessible from hyperlinks on Shell’s website is not incorporated into, and does not form part of, this announcement.

Enquiries:

Shell Media Relations

International, UK, European Press: +44 (0)207 934 5550

Shell Investor Relations

Europe: + 31 70 377 4540

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Please note that the information contained in the Information Memorandum may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Information Memorandum) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Information Memorandum is not addressed.  Prior to relying on the information contained in the Information Memorandum, you must ascertain from the Information Memorandum whether or not you are part of the intended addressees of the information contained therein.

This publication does not constitute an offering of the securities described in the Information Memorandum for sale in the United States.  This is not for distribution in the United States.  The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under any relevant securities laws of any state of the United States and are subject to U.S. tax law requirements.  Subject to certain exceptions, the securities may not be offered or sold within the United States or to or for the account or benefit of U.S. persons, as such terms are defined in Regulation S under the Securities Act.  There will be no public offering of the securities in the United States.

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