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Form 8.3 – Royal Dutch Shell Plc

LONDON–(BUSINESSWIRE)–

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Full name of discloser:   Invesco Limited
(b) Owner or controller of interests and short positions
disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient. For
a trust, the trustee(s), settlor and beneficiaries must be named.

   
(c) Name of offeror/offeree in relation to whose relevant
securities this form relates:

Use a separate form for each offeror/offeree

  Royal Dutch Shell Plc
(d) If an exempt fund manager connected with an offeror/offeree,
state this and specify identity of offeror/offeree:
   
(e) Date position held/dealing undertaken:

For an opening position disclosure, state the latest
practicable date prior to the disclosure

  09 December 2015
(f) In addition to the company in 1(c) above, is the discloser
making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state “N/A”

  YES : BG Group Plc

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more
than one class of relevant securities of the offeror or offeree named in
1(c), copy table 2(a) or (b) (as appropriate) for each additional class
of relevant security.

(a) Interests and short positions in the relevant securities
of the offeror or offeree to which the disclosure relates following the
dealing (if any)

Class of relevant security:   EUR 0.007 A Ordinary Shares GB00B03MLX29

ADRs US7802592060

 

  Interests   Short positions
  Number   %   Number   %
(1) Relevant securities owned and/or controlled:   54,494,299   1.38%        
(2) Cash-settled derivatives:                
(3) Stock-settled derivatives (including options) and agreements
to purchase/sell:
               

TOTAL:

  54,494,299   1.38%        
Class of relevant security:   EUR 0.07 B Ordinary Shares GB00B03MM408

ADRs US7802591070

 

  Interests   Short positions
  Number   %   Number   %
(1) Relevant securities owned and/or controlled:   20,193,278   0.82%        
(2) Cash-settled derivatives:                
(3) Stock-settled derivatives (including options) and agreements
to purchase/sell:
               

TOTAL:

  20,193,278   0.82%        

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including
traded options), or agreements to purchase or sell relevant securities,
should be given on a Supplemental Form 8 (Open Positions).

(b) Rights to subscribe for new securities (including
directors’ and other employee options)

Class of relevant security in relation to which subscription
right exists:
 
Details, including nature of the rights concerned and relevant
percentages:
 

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant
securities of the offeror or offeree named in 1(c), copy table 3(a),
(b), (c) or (d) (as appropriate) for each additional class of relevant
security dealt in.

The currency of all prices and other monetary amounts should be
stated.

(a) Purchases and sales

Class of relevant security   Purchase/sale   Number of securities   Price per unit
Eur 0.07 A Ordinary   Sale   7,095   21.23 EUR
Eur 0.07 A Ordinary   Purchase   18,122   20.86 EUR
Eur 0.07 A Ordinary Ratio 1:2   Purchase   2,934   46.64 USD
Eur 0.07 A Ordinary   Sale   29,951   15.51 GBP
Eur 0.07 A Ordinary Ratio 1:2   Purchase   1,798   46.67 USD
Eur 0.07 A Ordinary Ratio 1:2   Sale   52   46.67 USD
Eur 0.07 A Ordinary Ratio 1:2   Purchase   958   46.84 USD
Eur 0.07 A Ordinary Ratio 1:2   Purchase   1,106   46.84 USD
Eur 0.07 A Ordinary Ratio 1:2   Purchase   964   46.84 USD
Eur 0.07 A Ordinary Ratio 1:2   Purchase   226   48.66 USD
Eur 0.07 A Ordinary Ratio 1:2   Purchase   134   46.86 USD
Eur 0.07 A Ordinary Ratio 1:2   Purchase   480   46.84 USD
Eur 0.07 B Ordinary Ratio 1:2   Sale   10,852   47.52 USD
Eur 0.07 B Ordinary Ratio 1:2   Sale   58   46.78 USD
Eur 0.07 B Ordinary Ratio 1:2   Purchase   428   46.78 USD

(b) Cash-settled derivative transactions

Class of relevant security   Product description

e.g. CFD

  Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing
a long/short position

  Number of reference securities   Price per unit

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security   Product description e.g. call option   Writing, purchasing, selling, varying etc.   Number of securities to which option relates   Exercise price per unit   Type

e.g. American, European etc.

  Expiry date   Option money paid/ received per unit

(ii) Exercise

Class of relevant security   Product description

e.g. call option

  Exercising/ exercised against   Number of securities   Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security   Nature of dealing

e.g. subscription, conversion

  Details   Price per unit (if applicable)

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement
or understanding, formal or informal, relating to relevant
securities which may be an inducement to deal or refrain from
dealing entered into by the person making the disclosure and any
party to the offer or any person acting in concert with a party to
the offer:

Irrevocable commitments and letters of intent should not be
included. If there are no such agreements, arrangements or
understandings, state “none”

None

(b) Agreements, arrangements or understandings relating to
options or derivatives

Details of any agreement, arrangement or understanding, formal or
informal, between the person making the disclosure and any other
person relating to:

(i) the voting rights of any relevant securities under any
option; or

(ii) the voting rights or future acquisition or disposal of any
relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or
understandings, state “none”

None

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?   NO
Date of disclosure:   10 December 2015
Contact name:   Philippa Holmes
Telephone number:   01491 417 447

Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service and must also be emailed to the Takeover
Panel at
monitoring@disclosure.org.uk.
The Panel’s Market Surveillance Unit is available for consultation in
relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

Contact

INVESCO Limited

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