ROYAL DUTCH SHELL PLC: Director/PDMR Shareholding

NOTIFICATION OF TRANSACTIONS OF DIRECTORS / PERSONS DISCHARGING MANAGERIAL
RESPONSIBILTIES ("PDMRs") AND CONNECTED PERSONS 
Notification relating to a transaction notified in accordance with: DR 3.1.4 R
(1)(a) 
Date of Notification: 28 February 2013 
Today's date: 1 March 2013 
Name of Issuer: Royal Dutch Shell plc 
Date of transaction: 28 February 2013 
Name of Directors / PDMRs: 
Directors and PDMRs who have interests in employee share plans (names listed
below) 
Nature of the transaction: 
1. Confirmation of the number of RDS shares deferred under the Deferred Bonus 
Plan (DBP) representing a percentage of their annual bonus that will be 
deferred for performance year 2012. 
2. The award of conditional shares of Royal Dutch Shell plc (RDS) under the 
Long-Term Incentive Plan (LTIP). 


    Consideration for the transaction:

1. Percentage of cash value of the annual bonus awards for performance year
   2012 that is to be converted into shares (DBP)
       Peter Voser 50% of bonus € 1,650,000
    Simon Henry 50% of bonus € 750,000
    Matthias Bichsel 50% of bonus SFr. 992,500
    Andrew Brown 50% of bonus £ 405,000
    Hugh Mitchell 50% of bonus £ 404,500
    Marvin Odum 50% of bonus $ 714,000
    Peter Rees 40% of bonus £ 308,800

2. No consideration (LTIP).
       Classes of security:
    Royal Dutch Shell Class A Ordinary shares ("RDSA")
    Royal Dutch Shell Class B Ordinary shares ("RDSB")
    Royal Dutch Shell plc Class A ADS ("RDS.A")
    Directors
    1) DBP
    Peter Voser 65,528 RDSA
    Simon Henry 29,162 RDSB
    2) LTIP
    Peter Voser 195,393 RDSA
    Simon Henry 91,920 RDSB
    PDMRs
    1. DBP
       Matthias Bichsel 32,301 RDSA
    Andrew Brown 18,214 RDSB
    Hugh Mitchell 18,192 RDSB
    Marvin Odum 10,875 RDS.A
    Peter Rees 13,888 RDSB
    2. LTIP
       Ben van Beurden 40,000 RDSA
    Matthias Bichsel 40,000 RDSA
    Andrew Brown 40,000 RDSB
    Hugh Mitchell 35,000 RDSB
    Marvin Odum 30,000 RDS.A
    Peter Rees 35,000 RDSB

Notes

Deferred Bonus Plan ("DBP")

The DBP requires that Executive Directors and Persons Discharging Managerial
Responsibility invest no less than 25% of their annual bonus in deferred bonus
shares. They may choose to invest up to 50% in such shares and the Plan
provides for dividends in the form of shares ("dividend shares") to be accrued
on the deferred bonus shares. For the purposes of disclosure and maintenance of
certain statutory records, the number of shares does not include any
performance-related matching shares that may be earned in accordance with the
plan rules applicable to each award, the number of such performance related
matching shares being unknown until the performance criteria are assessed at
the end of the performance period. Further details of the DBP can be found in
the Royal Dutch Shell Annual Report and Form 20-F for the year ended December
31, 2011.

Long Term Incentive Plan ("LTIP")

The LTIP is a performance based share plan under which Directors receive a
conditional award of shares ("performance shares"). The actual number of
performance shares which Directors could finally receive under the plan ranges
from nil to two times the conditional award, subject to the performance of the
Company over a period of at least three years. For the purposes of disclosure
and maintenance of certain statutory records, the number of performance shares
is taken to be one times the number of performance shares conditionally
awarded. Performance shares attract dividends in the form of shares ("dividend
shares") and, whilst Directors could finally receive dividend shares based on
two times the conditional award, such dividend shares are disclosed and
recorded on the basis of the number of shares conditionally awarded. Further
details of the LTIP can be found in the Royal Dutch Shell Annual Report and
Form 20-F for the year ended December 31, 2011.

Mark Edwards

Deputy Company Secretary

Royal Dutch Shell plc

Enquiries

Shell Media Relations

International, UK, European Press: +31 70 377 3600

Shell Investor Relations

Europe: + 31 70 377 3996

United States: +1 713 241 2069



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-0- Mar/01/2013 16:08 GMT