Shell Revises Offer for Minority Shares of Shell Canada

Royal Dutch Shell plc on Tuesday announced that it has reached agreement with and obtained the unanimous recommendation of the Special Committee and Board of Directors of Shell Canada Limited on a revised offer to acquire all of the outstanding common shares of Shell Canada Limited (Toronto Stock Exchange, ticker symbol SHC) not owned by the Group at a cash price of C$45 per share.

This Offer would value Shell Canada Limited's fully diluted minority share capital at approximately C$8.7 billion. The Group owns a 78% stake in Shell Canada Limited.

The Group intends to proceed with the Offer by way of a take-over bid by Shell Investments Limited, a wholly owned subsidiary of the Group. A copy of the take-over bid circular will be mailed to all shareholders of Shell Canada Limited early next month. The circular will contain the formal valuation of the common shares carried out by the independent valuator. The Offer , once launched, will be open for a minimum bid period of not less than 35 days.

The Offer will be conditional on more than 50 of the outstanding shares (calculated on a fully diluted basis) held by the minority shareholders of Shell Canada Limited being tendered as well as other customary conditions, including the absence of any material adverse change, the obtaining of any relevant regulatory approvals and the absence of any adverse litigation, proceeding or legal prohibition in respect of the Offer.