Royal Dutch Shell plc

Shell completed sell-down of 78 million shares in Woodside

The Hague, 18 June, 2014. Further to the announcement on 17 June 2014, Royal
Dutch Shell plc (“Shell”) confirms its subsidiary has completed the sell-down of
78.27 million shares of Woodside Petroleum Limited (“Woodside”).

Shell Energy Holding Australia Limited (“SEHAL”) completed the sale at a price
of A$41.35 per share with proceeds expected to be received on 23 June 2014. The
sale to a broad range of equity investors attracted strong demand and took place
on an underwritten basis.

As also announced on 17 June 2014, SEHAL has agreed with Woodside the buy-back
of 78.27 million shares. After completion of the buy-back and cancellation of
the buy-back shares by Woodside, which remains subject to limited conditions,
including Woodside lender consent and Woodside shareholder approval, Shell’s
ownership of Woodside will reduce to below 5%. As part of this transaction,
SEHAL has agreed to retain its remaining shares in Woodside for 90 days from
completion of the sell-down with limited exceptions.

Enquiries

Shell Media Relations
International: +44 207 934 5550
Americas: +1 713 241 4544

Shell Investor Relations
Europe: + 31 70 377 4540
United States: +1 832 337 2034

Cautionary Note
The companies in which Royal Dutch Shell plc directly and indirectly owns
investments are separate entities. In this announcement “Shell”, “Shell group”
and “Royal Dutch Shell” are sometimes used for convenience where references are
made to Royal Dutch Shell plc and its subsidiaries in general. Likewise, the
words “we”, “us” and “our” are also used to refer to subsidiaries in general or
to those who work for them. These expressions are also used where no useful
purpose is served by identifying the particular company or companies.
‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell companies” as used in this
announcement refer to companies over which Royal Dutch Shell plc  either
directly or indirectly has control. Companies over which Shell has joint control
are generally referred to “joint ventures” and companies over which Shell has
significant influence but neither control nor joint control are referred to as
“associates”. In this announcement, joint ventures and associates may also be
referred to as “equity-accounted investments”. The term “Shell interest” is used
for convenience to indicate the direct and/or indirect ownership interest held
by Shell in a venture, partnership or company, after exclusion of all
third-party interest.
This announcement contains forward-looking statements concerning the financial
condition, results of operations and businesses of Royal Dutch Shell. All
statements other than statements of historical fact are, or may be deemed to be,
forward-looking statements. Forward-looking statements are statements of future
expectations that are based on management’s current expectations and assumptions
and involve known and unknown risks and uncertainties that could cause actual
results, performance or events to differ materially from those expressed or
implied in these statements. Forward-looking statements include, among other
things, statements concerning the potential exposure of Royal Dutch Shell to
market risks and statements expressing management’s expectations, beliefs,
estimates, forecasts, projections and assumptions. These forward-looking
statements are identified by their use of terms and phrases such as
‘‘anticipate’’, ‘‘believe’’, ‘‘could’’, ‘‘estimate’’, ‘‘expect’’, ‘‘goals’’,
‘‘intend’’, ‘‘may’’, ‘‘objectives’’, ‘‘outlook’’, ‘‘plan’’, ‘‘probably’’,
‘‘project’’, ‘‘risks’’, “schedule”, ‘‘seek’’, ‘‘should’’, ‘‘target’’, ‘‘will’’
and similar terms and phrases. There are a number of factors that could affect
the future operations of Royal Dutch Shell and could cause those results to
differ materially from those expressed in the forward-looking statements
included in this announcement, including (without limitation): (a) price
fluctuations in crude oil and natural gas; (b) changes in demand for Shell’s
products; (c) currency fluctuations; (d) drilling and production results; (e)
reserves estimates; (f) loss of market share and industry competition; (g)
environmental and physical risks; (h) risks associated with the identification
of suitable potential acquisition properties and targets, and successful
negotiation and completion of such transactions; (i) the risk of doing business
in developing countries and countries subject to international sanctions; (j)
legislative, fiscal and regulatory developments including regulatory measures
addressing climate change; (k) economic and financial market conditions in
various countries and regions; (l) political risks, including the risks of
expropriation and renegotiation of the terms of contracts with governmental
entities, delays or advancements in the approval of projects and delays in the
reimbursement for shared costs; and (m) changes in trading conditions. All
forward-looking statements contained in this announcement are expressly
qualified in their entirety by the cautionary statements contained or referred
to in this section. Readers should not place undue reliance on forward-looking
statements. Additional risk factors that may affect future results are contained
in Royal Dutch Shell’s 20-F for the year ended December 31, 2013 (available at
www.shell.com/investor and www.sec.gov). These risk factors also expressly
qualify all forward looking statements contained in this announcement and should
be considered by the reader.  Each forward-looking statement speaks only as of
the date of this announcement, 18 June 2014. Neither Royal Dutch Shell plc nor
any of its subsidiaries undertake any obligation to publicly update or revise
any forward-looking statement as a result of new information, future events or
other information. In light of these risks, results could differ materially from
those stated, implied or inferred from the forward-looking statements contained
in this announcement.
We may have used certain terms, such as resources, in this announcement that
United States Securities and Exchange Commission (SEC) strictly prohibits us
from including in our filings with the SEC.  U.S. Investors are urged to
consider closely the disclosure in our Form 20-F, File No 1-32575, available on
the SEC website www.sec.gov. You can also obtain these forms from the SEC by
calling 1-800-SEC-0330.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Royal Dutch Shell plc

Date: 18 June 2014	By:	/s/M.C.M. Brandjes
	Name:	M.C.M. Brandjes
	Title:	Company Secretary

Royal Dutch Shell plc ———————————————————————————————————
(Translation of registrant’s name into English)

30, Carel van Bylandtlaan, 2596 HR The Hague The Netherlands
——————————————————————————————————— (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: [x] Form 20-F [ ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: [ ] Yes [x] No