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

LONDON, May 5, 2011 /PRNewswire-FirstCall/ -- Notification relating to a transaction notified in accordance with: DTR 3.1.4 R(1)(a)

    Date of notification: 3 May 2011
    Today's date: 5 May 2011
    Name of Issuer: Royal Dutch Shell plc ("RDS") (NYSE: RDS.A)(NYSE: RDS.B)
    Date of transaction: 29 April 2011
    Name of Directors / PDMRs:

Directors and PDMRs who have interests in employee share plans (names listed below).

Nature of the transaction:

1) The delivery of vested awards of RDS shares under the Deferred Bonus Plan (DBP). Awards dated 1 February 2008.

2) The delivery of vested awards of RDS shares under the Long Term Incentive Plan (LTIP). Awards dated 1 February 2008.

3) The delivery of vested awards of RDS shares under the Performance Share Plan (PSP). Awards dated 30 April 2008.

4) Exercise of stock options in relation to one of the Group employee share plans.

Consideration for the transaction:

1-3 ) No consideration has been paid by the relevant Director / PDMRs in respect of the delivery of the vested awards.

4) Consideration paid upon exercise of the options or rights is the market value of the shares underlying the option or rights at the time of the grant(s).

    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") Director/PDMR:
    1) DBP
    Peter Voser 30,698 RDSA
    Jeroen van der Veer 125,802 RDSA
    Malcolm Brinded 71,278 RDSB

In accordance with the terms of the DBP, each Director/PDMR set out above received cash in lieu of shares on the basis of a share price of EUR26.12 (RDSA) and GBP23.27 (RDSB).

2) LTIP

Peter Voser 176,654 RDSA

Malcolm Brinded 205,080 RDSB

In accordance with the terms of the LTIP, each Director/PDMR set out above received cash in lieu of shares on the basis of a share price of EUR26.12 (RDSA) and GBP23.27 (RDSB).

    3) PSP
    Simon Henry 44,042 RDSB
    Matthias Bichsel 43,927 RDSA
    Hugh Mitchell 59,458 RDSB

In accordance with the terms of the PSP, each Director/PDMR set out above received cash in lieu of shares on the basis of a share price of EUR26.12 (RDSA) and GBP23.27 (RDSB).

    Marvin Odum 47,375 RDS.A
    Mark Williams 38,915 RDS.A
    4) Stock Option
    Mark Williams 5,063 RDS.A at USD 45.56

ADS stands for an American Depositary Share. ADR stands for an American Depositary Receipt. An ADR is a certificate that evidences ADSs. ADSs are listed on the NYSE under the symbols RDS.A and RDS.B. Each ADS represents two ordinary shares - two ordinary A shares in the case of RDS.A or two ordinary B shares in the case of RDS.B. In many cases the terms ADR and ADS are used interchangeably.

Note

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, 2010.

Performance Share Plan ("PSP")

When awards are made under the LTIP other than to the Executive Directors the plan is called the Performance Share Plan. Simon Henry received awards under the PSP prior to his appointment as an Executive Director with effect from May 20, 2009. Further details of the PSP can be found in the Royal Dutch Shell Annual Report and Form 20-F for the year ended December 31, 2010.

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, 2010.

SOURCE Royal Dutch Shell plc

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