Royal Dutch Shell plc : Notification of Transactions of Directors / Persons Discharging Managerial Responsibilities ("PDMRS") and Connected Persons

LONDON, February 7, 2011 /PRNewswire-FirstCall/ -- Notification relating to a transaction notified in accordance with: DR 3.1.4 R(1)(a)

    Date of Notification: 07 February 2011
    Today's date: 07 February 2011
    Name of Issuer: Royal Dutch Shell plc ("RDS") (NYSE: RDS.A)(NYSE: RDS.B)
    Date of transaction: 04 February 2011
    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 disclosed for performance year 2010.

2) The award of conditional shares of RDS under the Long-Term Incentive Plan (LTIP).

3) The award of conditional shares of RDS under the Restricted Share Plan (RSP).

    Consideration for the transaction:

    1) Percentage of cash value of the annual bonus awards for performance
    year 2010 that is to be converted into shares (DBP)

    Peter Voser 50% of bonus EUR 1,875,000
    Malcolm Brinded 50% of bonus EUR 1,151,000
    Simon Henry 50% of bonus EUR 768,500
    Matthias Bichsel 50% of bonus SFr. 780,000
    Hugh Mitchell 50% of bonus GBP 355,000
    Marvin Odum 25% of bonus $ 380,750
    Mark Williams 50% of bonus $ 725,000

    2) No consideration (LTIP).

    3) No consideration (RSP).

    Classes of security:

    Royal Dutch Shell Class A - ordinary shares ("RDSA")
    Royal Dutch Shell Class B - ordinary shares ("RDSB")
    Royal Dutch Shell Class A - ADS ("RDS.A")

    Directors

    1) DBP

    Peter Voser 73,457 RDSA
    Malcolm Brinded 45,289 RDSB
    Simon Henry 30,238 RDSB

    2) LTIP

    Peter Voser 182,174 RDSA
    Malcolm Brinded 110,961 RDSB
    Simon Henry 84,047 RDSB

    PDMRs

    1) DBP:

    Matthias Bichsel 23,676 RDSA
    Hugh Mitchell 16,550 RDSB
    Marvin Odum 5,464 RDS.A
    Mark Williams 10,404 RDS.A

    2) LTIP:

    Matthias Bichsel 40,000 RDSA
    Hugh Mitchell 35,000 RDSB
    Marvin Odum 29,000 RDS.A
    Mark Williams 28,000 RDS.A
    Peter Rees 40,000 RDSB

    3) RSP:

    Peter Rees 23,310 RDSB


    Note
    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, 2009.

Long Term Incentive Plan ("LTIP")

The LTIP is a performance based share plan under which Directors and Persons Discharging Managerial Responsibility receive a conditional award of shares ("performance shares"). The actual number of performance shares which Directors and Persons Discharging Managerial Responsibility 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 and Persons Discharging Managerial Responsibility 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, 2009.

Restricted Share Plan ("RSP")

The RSP is a share plan under which certain employees and Directors may receive a conditional award of shares. The shares vest three years after the award date subject to the employee or the Director being employed by a Shell Group company at that time. The participation of Directors in this plan was approved at the Annual General Meeting of Royal Dutch Shell plc on 20 May 2008. The conditional shares awarded under the RSP attract dividends in the form of shares ("dividend shares") during the vesting period. Further details of the RSP can be found in the Royal Dutch Shell Annual Report and Form 20-F for the year ended December 31, 2009.

SOURCE Royal Dutch Shell plc

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