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Royal Dutch Shell plc (“Shell”) (RDS-A) (RDS-B) today announced that its recommended combination with BG Group plc (“BG”) has received approval from the Australian Foreign Investment Review Board (FIRB).

Shell will commit to undertake a cooperative compliance approach to taxation arrangements for QGC, in line with our preferred approach elsewhere. QGC is a wholly-owned subsidiary of BG.

Today’s approval by FIRB follows unconditional approval by the Australian Competition and Consumer Commission (“ACCC”) on 19 November 2015 and completes the regulatory review process in Australia.

Together with the previously announced clearances in Brazil and EU, four of the five pre-conditions to the combination have now been satisfied. The one remaining pre-conditional clearance is from China’s Ministry of Commerce (MOFCOM).

Commenting on the FIRB clearance Shell CEO, Ben van Beurden, said: “I am very pleased to receive this news. The FIRB approval is an important step towards deal completion.”

He added: “The addition of BG’s integrated gas assets in Australia to Shell’s global portfolio is one of the main strategic drivers behind the recommended combination. The Shell-BG combination is a sign of Shell’s confidence in the Australian economy. It is also a springboard to change Shell into a simpler, more profitable and resilient company. We remain on track to complete the deal in early 2016.”

The pre-conditions and conditions to the combination are set out in the 8 April deal announcement.

Additional Information

This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Shell-BG combination or otherwise, nor shall there be any sale, issuance or transfer of securities of Shell or BG pursuant to the Shell-BG combination in any jurisdiction in contravention of applicable laws.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. The information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.