Royal Dutch Shell plc

Royal Dutch Shell plc - Share Buy-back Programme
LONDON, September 25, 2013/PRNewswire-FirstCall/ --
Royal Dutch Shell plc (NYSE:RDS.A) (NYSE:RDS.B) (the 'Company') announces that
it has entered into an irrevocable, non-discretionary arrangement with an
independent third party to enable the purchase of 'B' ordinary shares, for
cancellation, during the period from 26 September 2013 up to and including 31
October 2013 which period includes the 2013 third quarter results close period.
As previously announced, the purpose of the share buy-back programme is to
offset dilution created by the issuance of shares for the Company's Scrip
Dividend Programme. At this time, it is less economic for the Company to
purchase 'A' ordinary shares under the share buy-back programme due to Dutch
dividend withholding Tax rules.
Any purchases will be effected within certain pre-set parameters and in
accordance with the Company's general authority to repurchase shares and Chapter
12 of the Listing Rules.


    Enquiries
    Shell Media Relations
    International, UK, European Press: +44-(0)207-934-5550

    Shell Investor Relations
    Europe: +31-70-377-3996
    United States: +1-713-241-1042


Source: Royal Dutch Shell plc

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Cautionary Note

The companies in which Royal Dutch Shell plc directly and indirectly owns
investments are separate entities. In this report “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 report 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
report 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 (for example, through our 23%
shareholding in Woodside Petroleum Ltd.) ownership interest held by Shell in a
venture, partnership or company, after exclusion of all third-party interest.

This report 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 report 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 report 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, 2012 (available at www.shell.com/investor and
www.sec.gov ). These risk factors also expressly qualify all forward looking
statements contained in this report and should be considered by the reader.
Each forward-looking statement speaks only as of the date of this report
September 25, 2013. 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 report.

We may have used certain terms, such as resources, in this report 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.

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This Report on Form 6-K is incorporated by reference into:

a) the Registration Statement on Form F-3 of Royal Dutch Shell plc and Shell
International Finance B.V. (Registration Numbers 333-177588 and 333-177588-01);
and

b) the Registration Statements on Forms S-8 of Royal Dutch Shell plc
(Registration Numbers 333-126715, 333-141397 and 333-171206).

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: 27 September 2013	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