REG-Royal Dutch Shell: Director/PDMR Shareholding
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NOTIFICATION OF TRANSACTIONS OF DIRECTORS / PERSONS DISCHARGING MANAGERIAL RESPONSIBILTIES ("PDMRs") AND CONNECTED PERSONS Notification relating to a transaction notified in accordance with: DR 3.1.4 R (1)(a) Date of Notification: 28 February 2013 Today's date: 1 March 2013 Name of Issuer: Royal Dutch Shell plc Date of transaction: 28 February 2013 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 deferred for performance year 2012. 2. The award of conditional shares of Royal Dutch Shell plc (RDS) under the Long-Term Incentive Plan (LTIP). Consideration for the transaction: 1. Percentage of cash value of the annual bonus awards for performance year 2012 that is to be converted into shares (DBP) Peter Voser 50% of bonus € 1,650,000 Simon Henry 50% of bonus € 750,000 Matthias Bichsel 50% of bonus SFr. 992,500 Andrew Brown 50% of bonus £ 405,000 Hugh Mitchell 50% of bonus £ 404,500 Marvin Odum 50% of bonus $ 714,000 Peter Rees 40% of bonus £ 308,800 2. No consideration (LTIP). 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") Directors 1) DBP Peter Voser 65,528 RDSA Simon Henry 29,162 RDSB 2) LTIP Peter Voser 195,393 RDSA Simon Henry 91,920 RDSB PDMRs 1. DBP Matthias Bichsel 32,301 RDSA Andrew Brown 18,214 RDSB Hugh Mitchell 18,192 RDSB Marvin Odum 10,875 RDS.A Peter Rees 13,888 RDSB 2. LTIP Ben van Beurden 40,000 RDSA Matthias Bichsel 40,000 RDSA Andrew Brown 40,000 RDSB Hugh Mitchell 35,000 RDSB Marvin Odum 30,000 RDS.A Peter Rees 35,000 RDSB Notes 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, 2011. 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, 2011. Mark Edwards Deputy Company Secretary Royal Dutch Shell plc Enquiries Shell Media Relations International, UK, European Press: +31 70 377 3600 Shell Investor Relations Europe: + 31 70 377 3996 United States: +1 713 241 2069 END