SHELL SELLS PART STAKES IN WOODSIDE TO EQUITY INVESTORS FOR $1.7BN

NETHERLANDS – Royal Dutch Shell plc (“Shell”) has announced an agreement to sell part of its stake in Woodside Petroleum Limited (“Woodside”) to equity investors.

Shell’s subsidiary, Shell Energy Holdings Australia Limited (“SEHAL”), has entered into an underwriting agreement with two investment banks, for the sale of 71.6 million shares in Woodside, representing 64.0% of its interest in Woodside and 8.5% of the issued capital in Woodside, at a price of A$31.10 per share, resulting in total pre-tax proceeds of approximately $1.7 billion (A$2.2 billion). The sale is expected to complete on November 14, 2017.

Shell’s Chief Financial Officer, Jessica Uhl, said “This sale is another step towards the completion of our three-year $30 billion divestment programme, which is an important part of our strategy to reshape Shell, to deliver a world class investment case, and to strengthen our financial framework. Proceeds from the sale will contribute to reducing our net debt.”

Upon completion of the sale, SEHAL will continue to own a 4.8% interest in Woodside. SEHAL has agreed that it will not dispose of any of its remaining shares in Woodside for a minimum of 90 days from completion of the sell-down, with limited customary exceptions.

Outside of its interest in Woodside, Shell has the following interests in Australia:QGC venture (Shell operated, majority interest);Arrow Energy (Shell 50% interest);Gorgon LNG (Shell 25% interest); North West Shelf (Shell 16.67% interest); Prelude FLNG project (Shell operated 67.5% interest);Browse Development venture (Shell 27% interest);Sunrise LNG joint venture (Shell 26.6% interest)Shell Energy Australia (Shell 100% interest) and Recent history of Shell’s investment in Woodside.

In November 2010 Shell sold 10% of the issued capital of Woodside, retaining a 24.27% interest in Woodside. This interest was further diluted to 23.08% because of Shell’s decision not to participate in Woodside’s dividend re-investment programme.

In June 2014, Shell sold approximately 78.27 million shares in Woodside representing 9.5% of Woodside’s issued share capital, retaining an interest of 13.58%, This interest was further diluted to 13.28% because of Shell’s decision not to participate in Woodside’s dividend re-investment programme.

During the second quarter 2016, Shell management concluded that a change in Shell’s level of involvement over Woodside’s financial and operating policy decisions resulted in Shell no longer having significant influence. Its classification was therefore changed from an associate (carrying amount: $2,144 million) to an investment in securities (carrying amount at fair value: at change in classification in Q2 2016 $2,442 million).