##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2001

|                                                       |  |                                                                  
|------------------------------------------------------ |  | -----------------------------------------------------------------
|Commission file number 1-3788                          |  | Commission file number 1-4039                                    
|                                                      
|                                                      
|                                                      
|                                                      
|N.V. KONINKLIJKE NEDERLANDSCHE
PETROLEUM MAATSCHAPPIJ  |  | THE SHELL TRANSPORT AND TRADING
COMPANY, PUBLIC LIMITED COMPANY
|                                                      
|                                                      
|                                                      
|                                                      
|(Exact name of registrant as specified in its charter) |  | (Exact name of registrant as specified in its charter)           
|                                                      
|                                                      
|                                                      
|                                                      
|ROYAL DUTCH PETROLEUM COMPANY                         
|                                                      
|                                                      
|                                                      
|                                                      
|(Translation of registrants name into English)        |  |                                                                  

|                                                                                                                                    |  |                                                                                                             
|----------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------
|The Netherlands                                                                                                                     |  | England                                                                                                     
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                   
|(Jurisdiction of incorporation or organisation)                                                                                     |  | (Jurisdiction of incorporation or organisation)                                                             
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                   
|30, Carel van Bylandtlaan,
2596 HR The Hague, the Netherlands tel. no: (011 31 70) 377 9111(Address of principal executive offices) |  | Shell Centre, London SE1 7NA, England
tel. no: (011 44 20) 7934 1234(Address of principal executive offices)
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                   
|                                                                                                                                    | 

Securities Registered Pursuant to Section 12(b) of the Act

|                                                                                                                                       |  |                                                                                                                                |  |                                                                                                                                                                                                 |  |                          
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------
|                                                                                                                                       |  | Name of Each Exchange                                                                                                          |  |                                                                                                                                                                                                 |  | Name of Each Exchange    
|Title of Each Class                                                                                                                    |  | on Which Registered                                                                                                            |  | Title of Each Class                                                                                                                                                                             |  | on Which Registered      
|Ordinary shares of the nominal
(par)value of 1.25 guilders
(N.fl.1.25) each                                                            |  | New York Stock Exchange*                                                                                                       |  | New York Shares
representing Ordinary shares of the issuer of
an aggregate nominal amount of
£1.50 each and evidenced by
Depositary Receipts
(New York Shares)
Ordinary shares of 25p each*** |  | New York Stock Exchange**
|                                                                                                                                      
|*Also admitted to unlisted trading privileges on the following
Stock Exchanges: Boston, Cincinnati, Midwest, Pacific
and Philadelphia. |  | **Also admitted to unlisted trading privileges on the following
Stock Exchanges: Boston, Cincinnati, Midwest and Philadelphia.
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                       |  |                                                                                                                                |  | ***Not for
trading, but only in connection with the listing of
New York Shares on the New York Stock Exchange                                                                                   |  |                          

Securities Registered Pursuant to
Section 12 (g) of the Act
NoneSecurities For Which There is a Reporting Obligation
Pursuant to Section 15(d) of the ActNone

|                                                                                                                                                                 |  |                                                                                                                                                                 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close
of the period covered by the annual report. |  | Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close
of the period covered by the annual report.
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|                                                                                                                                                                
|Outstanding as of December 31, 2001: 2,126,647,800
ordinary shares of N.fl.1.25 each.                                                                            |  | Outstanding as of December 31, 2001: 9,748,625,000
Ordinary shares of the nominal amount of 25p each.                                                           

Indicate by check mark whether the registrants (1) have filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrants were required to file such
reports), and (2) have been subject to such filing requirements for the past 90 days. Yes(Check)No

Indicate by check mark which financial statement item the registrants have elected to follow.

Item 17(Check)

Item 18

Copies of notices and communications from the Securities and Exchange Commission should be sent to:

CRAVATH, SWAINE & MOORE,
Worldwide Plaza, 825 Eighth Avenue, New York, N.Y. 10019
Attn: Peter S. Wilson





---

TABLE OF CONTENTS



|                                                                         |                                                                    |  |  |  |  |  |  | 
|------------------------------------------------------------------------ | ------------------------------------------------------------------ |  |  |  |  |  |  | 
|Introduction                                                            
|                                                                         | A   THE PARENT COMPANIES                                          
|                                                                         | B ROYAL DUTCH/SHELL GROUP OF COMPANIES                            
|                                                                         | C   PRESENTATION OF INFORMATION                                   
|                                                                         | D   DOCUMENTS ON DISPLAY                                          
|Royal Dutch/Shell Group of Companies  Business and Property            
|                                                                         | A   ACTIVITIES AND MAJOR INTERESTS                                
|                                                                         | B    BUSINESS ENVIRONMENT                                         
|                                                                         | C   GENERAL DEVELOPMENT OF THE BUSINESS                           
|                                                                         | D   RISK FACTORS                                                  
|                                                                         | E    DESCRIPTION OF ACTIVITIES                                    
|Selected Financial Data                                                 
|Discussion and Analysis of Financial Condition and Results of Operations
|                                                                         | Royal Dutch Petroleum Company                                     
|                                                                         | The Shell Transport and Trading Company, Public Limited Company 
|                                                                         | Royal Dutch/Shell Group of Companies                              
|                                                                         | Summary of Group Results                                          
|Royal Dutch Petroleum Company                                           
|                                                                         | CONTROL OF REGISTRANT                                             
|                                                                         | NATURE OF TRADING MARKET                                          
|                                                                         | ARTICLES OF ASSOCIATION                                           
|                                                                         | EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS
|                                                                         | TAXATION                                                          
|                                                                         | MANAGEMENT                                                        
|                                                                         | SHARES UNDER OPTION AND SHARE PURCHASE PLAN                       
|TheShell Transport and Trading Company, Public Limited Company        
|                                                                         | CONTROL OF REGISTRANT                                             
|                                                                         | NATURE OF TRADING MARKET                                          
|                                                                         | MEMORANDUM AND ARTICLES OF ASSOCIATION                            
|                                                                         | EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS
|                                                                         | TAXATION                                                          
|                                                                         | MANAGEMENT                                                        
|                                                                         | SHARES UNDER OPTION AND SHARE PURCHASE PLAN                       
|Index to the Financial Statements and Exhibits                          
|                                                                         | Signatures                                                        
|                                                                         | Royal Dutch Petroleum Company                                     
|Significant Group Companies as at Dec 31 2001                           
|Consent of KPMG (N.V. The Hague)                                        
|Consent of PricewaterhouseCoopers, London                               
|Consent of KPMG (N.V. The Hague) & PWC (London)                         
|Consent of KPMG (N.V. The Hague)                                        
|Consent of KPMG (N.V. The Hague) & PWC (London)                         



---



##### Table of Contents



Cross Reference Sheet for Annual Report on Form 20-F

|                         |  |                                                                              |  |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                     
|------------------------ |  | ---------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                         |  |                                                                              |  | Headings* in this Annual Report which relate to:                                                                                                                                                                                                              
|Item number and captions |  | N.V. Koninklijke Nederlandsche                                               |  | The "Shell" Transport and Trading                                                                                                                                                                                                                             
|                         |  |                                                                              |  | Petroleum Maatsschappij                                                                                                                                                                                                                                        |  | Company, Public Limited Company                                                                                                                                                                                                                     
|                         |  |                                                                              |  | (Royal Dutch Petroleum Company)                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                     
|                         |  |                                                                              | 
|1                        |  | Identity of Directors, Senior
Management and Advisers                        |  | Not applicable                                                                                                                                                                                                                                                 |  | Not applicable                                                                                                                                                                                                                                      
|                        
|                        
|                        
|                        
|                         |  |                                                                              |  |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                     
|                        
|                        
|                        
|                        
|2                        |  | Offer Statistics and
Expected Timetable                                      |  | Not applicable                                                                                                                                                                                                                                                 |  | Not applicable                                                                                                                                                                                                                                      
|                        
|                        
|                        
|                        
|                         |  |                                                                              |  |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                     
|                        
|                        
|                        
|                        
|3                        |  | Key Information                                                              |  | Selected Financial Data Royal Dutch
Discussion and Analysis of Financial
Condition and Results of Operations
Group
Group  Business and Property risk
factors                                                                                               |  | Selected
Financial Data Shell TransportDiscussion and Analysis of Financial
Condition and Results of Operations Group
Group  Business and Property risk factors                                                                                 
|                        
|                        
|                        
|                        
|                         |  |                                                                              |  |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                     
|                        
|                        
|                        
|                        
|4                        |  | Information on the Company                                                   |  | Introduction Parent Companies, GroupDiscussion and Analysis of Financial
Condition and Results of Operations
Group
Group  Business and Property
Supplementary Information  Oil and
Gas
Introduction Group                                                 |  | Introduction Parent Companies, Group
Discussion and Analysis of Financial
Condition and Results of Operations Group
Group  Business and Property
Supplementary Information  Oil and Gas
Introduction Group                                     
|                        
|                        
|                        
|                        
|                         |  |                                                                              |  |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                     
|                        
|                        
|                        
|                        
|5                        |  | Operating and Financial
Review
and Prospects                                 |  | Discussion and Analysis of Financial
Condition
and Results of Operations Royal
Dutch, Group
Group  Business and Property
business
environment, description of
activities, research                                                                          |  | Discussion and Analysis of Financial Condition
and Results of Operations Shell Transport, Group
Group  Business and Property business
environment, description of activities, research                                                           
|                        
|                        
|                        
|                        
|                         |  |                                                                              |  |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                     
|                        
|                        
|                        
|                        
|6                        |  | Directors, Senior Management
and Employees                                   |  | Royal Dutch  control of registrant,
management, share ownership
Note 11 to Royal Dutch Financial
Statements
Group  Business and Property
personnel                                                                                                          |  | Shell Transport  control of registrant,
management, share ownership
Note 9 to Shell Transport Financial Statements
Group  Business and Property personnel                                                                                        
|                        
|                        
|                        
|                        
|                         |  |                                                                              |  |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                     
|                        
|                        
|                        
|                        
|7                        |  | Major Shareholders and
Related
Party Transactions                            |  | Royal Dutch  control of registrant                                                                                                                                                                                                                            |  | Shell Transport  control of registrant                                                                                                                                                                                                             
|                        
|                        
|                        
|                        
|                         |  |                                                                              |  |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                     
|                        
|                        
|                        
|                        
|8                        |  | Financial Information                                                        |  | Index to Financial Statements and
Exhibits
Financial Statements Royal Dutch,
GroupSelected Financial Data Royal DutchDiscussion and Analysis of Financial
Condition
and Results of Operations Royal
Dutch, Group                                            |  | Index to Financial Statements and Exhibits
Financial Statements Shell Transport, GroupSelected Financial Data Shell TransportDiscussion and Analysis of Financial Condition
and Results of Operations Shell Transport, Group                     
|                        
|                        
|                        
|                        
|                         |  |                                                                              |  |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                     
|                        
|                        
|                        
|                        
|9                        |  | The Offer and Listing                                                        |  | Royal Dutch  Nature of trading market                                                                                                                                                                                                                         |  | Shell Transport  Nature of trading market                                                                                                                                                                                                          
|                        
|                        
|                        
|                        
|                         |  |                                                                              |  |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                     
|                        
|                        
|                        
|                        
|10                       |  | Additional Information                                                       |  | Royal Dutch  Articles of
Association, exchange
controls and other limitations
affecting security
holders, taxationIntroduction documents on display                                                                                                          |  | Shell Transport  Memorandum and Articles of
Association, exchange controls and other
limitations affecting security holders, taxationIntroduction documents on display                                                                            
|                        
|                        
|                        
|                        
|                         |  |                                                                              |  |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                     
|                        
|                        
|                        
|                        
|11                       |  | Quantitative and Qualitative
Disclosures about Market Risk                   |  | Discussion and Analysis of Financial
Condition and Results of Operations
Group 
risk management and internal control,
treasury
and trading risks
Supplementary Information
Derivatives and
other Financial Instruments and
Derivative
Commodity Instruments |  | Discussion and Analysis of Financial
Condition and Results of Operations Group 
risk management and internal control, treasury
and trading risks
Supplementary Information  Derivatives
and other Financial Instruments and
Commodity Instruments
|                        
|                        
|                        
|                        
|                         |  |                                                                              |  |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                     
|                        
|                        
|                        
|                        
|12                       |  | Description of Securities
Other than
Equity Securities                       |  | Not applicable                                                                                                                                                                                                                                                 |  | Not applicable                                                                                                                                                                                                                                      
|                        
|                        
|                        
|                        
|                         |  |                                                                              |  |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                     
|                        
|                        
|                        
|                        
|13                       |  | Defaults, Dividend
Arrearages and
Delinquencies                              |  | None                                                                                                                                                                                                                                                           |  | None                                                                                                                                                                                                                                                
|                        
|                        
|                        
|                        
|                         |  |                                                                              |  |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                     
|                        
|                        
|                        
|                        
|14                       |  | Material Modifications to
the Rights of
Security Holders and Use of
Proceeds |  | None                                                                                                                                                                                                                                                           |  | None                                                                                                                                                                                                                                                
|                        
|                        
|                        
|                        
|                         |  |                                                                              |  |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                     
|                        
|                        
|                        
|                        
|17                       |  | Financial Statements                                                         |  | Financial Statements Royal Dutch,
Group                                                                                                                                                                                                                       |  | Financial Statements Shell Transport, Group                                                                                                                                                                                                        
|                        
|                        
|                        
|                        
|                         |  |                                                                              |  |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                     
|                        
|                        
|                        
|                        
|18                       |  | Financial Statements                                                         |  | Not applicable                                                                                                                                                                                                                                                 |  | Not applicable                                                                                                                                                                                                                                      
|                        
|                        
|                        
|                        
|                         |  |                                                                              |  |                                                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                     
|                        
|                        
|                        
|                        
|19                       |  | Exhibits                                                                     |  | Index to Financial Statements and
Exhibits                                                                                                                                                                                                                     |  | Index to Financial Statements and Exhibits                                                                                                                                                                                                          



---

|* |  | Names of the registrants and references to the Royal Dutch/Shell Group of Companies appearing in headings have been abbreviated to Royal Dutch,
Shell Transport and Group, respectively.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---



##### Table of Contents



N.V. Koninklijke Nederlandsche Petroleum
Maatschappij
(Royal Dutch Petroleum Company),
The Shell Transport and Trading Company, Public Limited Company

|                                                                                 |                               |      |       |    | 
|-------------------------------------------------------------------------------- | ----------------------------- | ---- | ----- | -- | 
|List of contents                                                                 |                               | Page
|                                                                                
|Introduction                                                                     |                               |      |       |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|A. The Parent Companies                                                          |                               |      | 1     |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|B. Royal Dutch/Shell Group of Companies                                          |                               |      | 2     |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|C. Presentation of information                                                   |                               |      | 3     |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|D. Documents on display                                                          |                               |      | 3     |   
|                                                                                
|Royal Dutch/Shell Group of Companies  Business and Property                     |                               |      |       |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|A. Activities and major interests                                                |                               |      | 4     |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|B. Business environment                                                          |                               |      | 5     |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|C. General development of the business                                           |                               |      | 5     |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|D. Risk factors                                                                  |                               |      | 6     |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|E. Description of activities                                                     |                               |      | 7     |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | 1. Exploration and Production |      |       | 7  | 
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | 2. Gas & Power                |      |       | 19 | 
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | 3. Oil Products               |      |       | 22 | 
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | 4. Chemicals                  |      |       | 29 | 
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | 5. Renewables                 |      |       | 32 | 
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | 6. Other business activities  |      |       | 32 | 
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|                                                                                 | 7. Research                   |      |       | 33 | 
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|F. Personnel                                                                     |                               |      | 34    |   
|                                                                                
|Selected Financial Data                                                          |                               |      |       |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Royal Dutch                                                                      |                               |      | 35    |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Shell Transport                                                                  |                               |      | 35    |   
|                                                                                
|Discussion and Analysis of Financial Condition and Results of Operations         |                               |      |       |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Royal Dutch Petroleum Company                                                    |                               |      | 36    |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|The Shell Transport and Trading Company, Public Limited Company                |                               |      | 37    |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Royal Dutch/Shell Group of Companies                                             |                               |      | 38    |   
|                                                                                
|Royal Dutch Petroleum Company                                                    |                               |      |       |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Control of registrant                                                            |                               |      | 58    |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Nature of trading market                                                         |                               |      | 58    |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Articles of Association                                                          |                               |      | 59    |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Exchange controls and other limitations affecting security holders               |                               |      | 62    |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Taxation                                                                         |                               |      | 62    |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Management                                                                       |                               |      | 63    |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Shares under option and share purchase plan                                      |                               |      | 67    |   
|                                                                                
|The Shell Transport and Trading Company, Public Limited Company                |                               |      |       |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Control of registrant                                                            |                               |      | 69    |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Nature of trading market                                                         |                               |      | 69    |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Memorandum and Articles of Association                                           |                               |      | 70    |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Exchange controls and other limitations affecting security holders               |                               |      | 73    |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Taxation                                                                         |                               |      | 73    |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Management                                                                       |                               |      | 74    |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Shares under option and share purchase plan                                      |                               |      | 78    |   
|                                                                                
|Index to Financial Statements and Exhibits                                       |                               |      | 79    |   
|                                                                                
|Financial Statements                                                             |                               |      |       |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Royal Dutch Petroleum Company                                                    |                               |      | R2    |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|The Shell Transport and Trading Company, Public Limited Company                |                               |      | S2    |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Royal Dutch/Shell Group of Companies                                             |                               |      | G2    |   
|                                                                                
|Supplementary Information                                                        |                               |      |       |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Oil and gas                                                                      |                               |      | G33   |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Derivatives and other financial instruments and derivative commodity instruments |                               |      | G36   |   
|                                                                                
|Exhibits                                                                         |                               |      |       |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Significant Group companies as at December 31, 2001                              |                               |      | E2    |   
|                                                                                
|                                                                                
|                                                                                
|                                                                                
|Consents of Independent Accountants                                              |                               |      | E3E7
|                                                                                





---



##### Table of Contents






Introduction

(Flow Chart)




A   THE PARENT COMPANIES

N.V. Koninklijke Nederlandsche Petroleum Maatschappij (Royal Dutch Petroleum
Company, hereinafter referred to as Royal Dutch)
was incorporated on June 16, 1890, under the laws of the Netherlands.

The Shell Transport and Trading Company, Public Limited Company (hereinafter
referred to as Shell Transport) was incorporated
on October 18, 1897, under the laws of England.

Royal Dutch and Shell Transport do not engage in operational activities. They
derive the whole of their respective incomes  except
for interest income on cash balances or short-term investments  from their
respective interests in the companies known collectively
as the Royal Dutch/Shell Group of Companies.

Introduction  1





---



##### Table of Contents






B  ROYAL DUTCH/SHELL GROUP OF COMPANIES

The numerous companies in which Royal Dutch and Shell Transport own investments
are collectively referred to as the
Royal Dutch/Shell Group of Companies. Royal Dutch and Shell Transport are the
Parent Companies of the Group but are not
themselves part of it. The Royal Dutch/Shell Group of Companies has grown out
of an alliance made in 1907 between Royal Dutch
and Shell Transport, by which the two companies agreed to merge their interests
on a 60:40 basis while remaining separate and
distinct entities. Arrangements between Royal Dutch and Shell Transport
provide, inter alia, that, notwithstanding variations in
shareholdings, Royal Dutch and Shell Transport shall share in the aggregate net
assets and in the aggregate dividends and interest
received from Group companies in the proportion of 60:40. It is further
arranged that the burden of all taxes in the nature of or
corresponding to an income tax leviable in respect of such dividends and
interests shall fall in the same proportion. Details of
supplemental arrangements to the 60:40 arrangements are given in Note 1 on page
G5.

The illustration on the previous page shows the relationship between the Parent
Companies and the Royal Dutch/Shell Group
of Companies.

Group Holding Companies

There are two Group Holding Companies: Shell Petroleum N.V. in the Netherlands
and The Shell Petroleum Company Limited
in the UK. The Group Holding Companies between them hold all the shares in the
Service Companies and, directly or indirectly,
all Group interests in the Operating Companies. Some of these interests,
including all the shares in the US-based Shell Oil Company
(hereinafter referred to as Shell Oil, which expression shall include its
subsidiaries), are held by Shell Petroleum Inc., a Delaware
Corporation. Shell Petroleum N.V. holds equity shares in Shell Petroleum Inc.
that entitle it to the dividend flow from that company,
but direct controlling interest in Shell Petroleum Inc. is jointly held by
Royal Dutch and Shell Transport.

Royal Dutch is entitled to have its nominees elected as a majority of, and
Shell Transport is entitled to have its nominees elected
as the balance of, the members of the Boards of Directors of the two Group
Holding Companies. Every member of the Board
of Management of Royal Dutch and every Managing Director of Shell Transport is
also a member of the Presidium of the Board
of Directors of Shell Petroleum N.V. and a Managing Director of The Shell
Petroleum Company Limited. As such, they are generally
known as Group Managing Directors. They are also appointed by the Boards of
Shell Petroleum N.V. and The Shell Petroleum
Company Limited to a joint committee known as the Committee of Managing
Directors, which considers and develops objectives
and long-term plans.

Service Companies

The main business of the Service Companies is to provide advice and services to
other Shell companies.

Operating Companies


Present in more than 140 countries and territories around the world, the
companies of the Royal Dutch/Shell Group are engaged in
the business of Exploration and Production, Gas & Power, Oil Products,
Chemicals and Renewables as well as other related activities.

Exploration and Production: Searches for, finds and produces oil and gas.
Builds the infrastructure needed to deliver hydrocarbons
to market.

Gas & Power: Commercialises natural gas, supplies liquefied natural gas,
develops markets and infrastructures, markets and trades
natural gas and electricity, develops power plants and converts Gas to Liquids.

Oil Products: Sells and markets transportation fuels, lubricants and speciality
products. Refines, supplies, trades and ships crude oil
and petroleum products. Provides consultancy services to third parties based on
Shell technology and experience gained in Shell
operations.

Chemicals: Produces and sells base chemicals, petrochemical building blocks and
polyolefins globally.

Renewables: Generates green electricity and provides renewable energy
solutions. Develops and operates wind farms,
manufactures and markets solar systems and grows sustainably managed forests.

The management of each Operating Company is responsible for the performance and
long-term viability of its own operations,
but it can draw on the experience of the Service Companies and, through them,
of other Operating Companies.

2  Introduction





---



##### Table of Contents



3  Introduction



The information contained on the list of significant Group companies, including
the jurisdiction of incorporation and the Parent
Companies proportion of ownership, filed as Exhibit 8 to this Annual Report on
Form 20-F, is incorporated herein by reference.




C   PRESENTATION OF INFORMATION

The information in this Report relating to Royal Dutch has been provided by
Royal Dutch and that relating to Shell Transport has
been provided by Shell Transport.

The information given in this Report for the Royal Dutch/Shell Group of
Companies reflects the operational and financial results
of Group companies throughout the world. The financial information given is an
aggregation of the accounts of all Group
companies (except where otherwise indicated) expressed in US dollars. It should
be noted that the accounts of Royal Dutch for
the year 2001 (of which the Financial Statements of the Royal Dutch/Shell Group
of Companies and the notes thereto form part)
are subject to finalisation by the General Meeting of Shareholders to be held
on May 16, 2002.

The companies in which Royal Dutch and Shell Transport directly or indirectly
own investments are separate and distinct entities,
but in this report the collective expressions Shell and Group are sometimes
used for convenience in contexts where reference
is made to the companies of the Royal Dutch/Shell Group in general. Likewise
the words we, us and our are sometimes
used in some places to refer to companies of the Royal Dutch/Shell Group in
general, and in others to those who work in those
companies. These expressions are also used where no useful purpose is served by
identifying the particular company or companies.
The expression Group companies as used in this report refers to companies in
which Royal Dutch and Shell Transport either
directly or indirectly have control, by having either a majority of the voting
rights or the right to exercise a controlling influence.
The companies in which Group companies have significant influence but not
control are referred to as associated companies.

The expression Operating Companies as used in this Report refers to those
Group and associated companies which are engaged
in various branches of the businesses of oil, natural gas, chemicals, power
generation and renewable energy as well as in other
businesses. The term Group interest is used for convenience to indicate the
direct or indirect equity interest held by the Group
Holding Companies in a venture or partnership or company (i.e., after exclusion
of all third-party interests).

The figures shown in most of the tables in this Report represent those in
respect of Group companies only, without deduction of
minority interests. However, where figures are given specifically for oil
production (net of royalties in kind), natural gas production
available for sale, and both the refinery processing intake and total oil
product sales volumes of the Equilon and Motiva joint
ventures, the term Group share is used for convenience to indicate not only
the volumes to which Group companies are entitled
(without deduction in respect of minority interests in Group companies) but
also the portion of the volumes of associated companies
to which Group companies are entitled or which is proportionate to the Group
interest in those companies.

The discussion and analysis in this Annual Report contains forward-looking
statements that are subject to risk factors associated
with the oil, gas, chemicals, power generation and renewable resources
businesses. It is believed that the expectations reflected
in these statements are reasonable, but they may be affected by a variety of
variables which could cause actual results or trends
to differ materially, including, but not limited to: price fluctuations, actual
demand, currency fluctuations, drilling and production
results, reserve estimates, loss of market, industry competition, environmental
risks, physical risks, legislative, fiscal and regulatory
developments, economic and financial market conditions in various countries and
regions, political risks, project delay or
advancement, approvals and cost estimates.




D   DOCUMENTS ON DISPLAY

Documents concerning Royal Dutch, Shell Transport or the Royal Dutch/Shell
Group of Companies referred to in this Annual Report
that have been filed with the Securities and Exchange Commission may be
examined and copied at the public reference facility
maintained by the Securities and Exchange Commission at 450 Fifth Street, N.W.,
Room 1300, Washington, D.C. 20549. You may
also obtain copies of these materials by mail. For further information on the
operation of the public reference room and the copy
charges, please call the Securities and Exchange Commission at
(800) SEC-0330.





---



##### Table of Contents






Royal Dutch/Shell Group of Companies 
Business and Property




A   ACTIVITIES AND MAJOR INTERESTS

The companies of the Royal Dutch/Shell Group are engaged worldwide in all the
principal aspects of the oil and natural gas
industry. They also have interests in chemicals and additional interests in
power generation, renewable energy (chiefly in wind
and solar energy), and other businesses.

Oil and gas, by far the largest of the Group companies business activities,
accounted for around 90% of net proceeds in 2001.
In fact, Group and associated companies constitute one of the largest oil and
gas enterprises in the world. They market their oil
products in more countries than any other oil company, and they have a strong
position not only in the major industrialised
countries but also in the developing ones. The distinctive Shell pecten (a
trademark in use since the early part of the twentieth
century) and trademarks in which the word Shell appears, support this
marketing effort throughout the world. Taken together,
Group and associated companies also rank among the worlds major chemical
companies; in 2001 chemicals accounted for
around 10% of the net proceeds of Group companies. The Groups interests in
power generation and renewable energy are
considerably smaller. Nevertheless, through its InterGen joint venture, the
Group is one of the worlds most successful developers
of greenfield power projects. It is also one of the top four global solar
photovoltaic companies via the Siemens/EON/Shell global
solar joint venture and has plans to move into a similar position in the wind
energy sector. The Groups various activities are
conducted  to one extent or another  in more than 140 countries and
territories.

The breakdown of net proceeds of Group companies by industry segment and by
geographical region for the years 1999 to 2001
is set out in the following tables:

|                                                                 |  |      |         |      |      |           |         |  |  |  |         | 
|---------------------------------------------------------------- |  | ---- | ------- | ---- | ---- | --------- | ------- |  |  |  | ------- | 
|Net Proceeds by Industry Segment (including inter-segment sales) |  |      |         |      |      | $ million
|                                                                
|                                                                 |  | 2001 |         | 2000 | 1999 |          
|                                                                
|Exploration and Production                                       |  |      |         |      |      |           |         |  |  |  |        
|                                                                
|                                                                
|                                                                
|                                                                
|Third parties                                                    |  |      | 12,137  |      |      |           | 13,468  |  |  |  | 9,474  
|                                                                
|                                                                
|                                                                
|                                                                
|Inter-segment                                                    |  |      | 13,951  |      |      |           | 14,326  |  |  |  | 8,849  
|                                                                
|                                                                 |  |      | 26,088  |      |      |           | 27,794  |  |  |  | 18,323 
|                                                                
|Gas & Power                                                      |  |      |         |      |      |           |         |  |  |  |        
|                                                                
|                                                                
|                                                                
|                                                                
|Third parties                                                    |  |      | 15,721  |      |      |           | 15,991  |  |  |  | 9,729  
|                                                                
|                                                                
|                                                                
|                                                                
|Inter-segment                                                    |  |      | 705     |      |      |           | 496     |  |  |  | 295    
|                                                                
|                                                                 |  |      | 16,426  |      |      |           | 16,487  |  |  |  | 10,024 
|                                                                
|Oil Products                                                     |  |      |         |      |      |           |         |  |  |  |        
|                                                                
|                                                                
|                                                                
|                                                                
|Third parties                                                    |  |      | 93,517  |      |      |           | 104,002 |  |  |  | 72,450 
|                                                                
|                                                                
|                                                                
|                                                                
|Inter-segment                                                    |  |      | 2,108   |      |      |           | 2,280   |  |  |  | 1,570  
|                                                                
|                                                                 |  |      | 95,625  |      |      |           | 106,282 |  |  |  | 74,020 
|                                                                
|Chemicals                                                        |  |      |         |      |      |           |         |  |  |  |        
|                                                                
|                                                                
|                                                                
|                                                                
|Third parties                                                    |  |      | 13,260  |      |      |           | 15,205  |  |  |  | 12,886 
|                                                                
|                                                                
|                                                                
|                                                                
|Inter-segment                                                    |  |      | 990     |      |      |           | 1,102   |  |  |  | 748    
|                                                                
|                                                                 |  |      | 14,250  |      |      |           | 16,307  |  |  |  | 13,634 
|                                                                
|Corporate and other                                              |  |      |         |      |      |           |         |  |  |  |        
|                                                                
|                                                                
|                                                                
|                                                                
|Third parties                                                    |  |      | 576     |      |      |           | 480     |  |  |  | 827    
|                                                                
|                                                                
|                                                                
|                                                                
|Inter-segment                                                    |  |      | 2       |      |      |           |        |  |  |  |       
|                                                                
|                                                                 |  |      | 578     |      |      |           | 480     |  |  |  | 827    
|                                                                
|                                                                 |  |      | 152,967 |      |      |           | 167,350 |  |  |  | 116,828
|                                                                

|                                                                  |  |      |         |      |      |           |         |  |  |  |         | 
|----------------------------------------------------------------- |  | ---- | ------- | ---- | ---- | --------- | ------- |  |  |  | ------- | 
|Net Proceeds by Geographical Area (including inter-segment sales) |  |      |         |      |      | $ million
|                                                                 
|                                                                  |  | 2001 |         | 2000 | 1999 |          
|                                                                 
|Europe                                                            |  |      | 62,259  |      |      |           | 68,060  |  |  |  | 51,820 
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Other Eastern Hemisphere                                          |  |      | 31,866  |      |      |           | 34,144  |  |  |  | 21,068 
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|USA                                                               |  |      | 21,095  |      |      |           | 26,089  |  |  |  | 17,306 
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Other Western Hemisphere                                          |  |      | 19,991  |      |      |           | 20,853  |  |  |  | 15,172 
|                                                                 
|                                                                  |  |      | 135,211 |      |      |           | 149,146 |  |  |  | 105,366
|                                                                 

4  Royal Dutch/Shell Group of Companies  Business and Property





---



##### Table of Contents






B    BUSINESS ENVIRONMENT

Brent averaged $24.45 a barrel in 2001 compared to $28.50 a barrel in 2000.

Crude prices remained above $25 a barrel prior to September. Support came
initially from concerns about gasoline supplies for
the US driving season. Prices then came under downward pressure as concerns
mounted over economic slowdown in the USA. Price decline was prevented by a succession of quota cuts by oil producers,
which removed a total of 3.5 million barrels a day of
supply by September. Crude prices fell after September as supply concerns gave
way to worries over the heightened prospect of
global recession. Prices stabilised at around $20 a barrel by the end of the
year after producers agreed to cut output collectively
by 2.0 million barrels a day from January 2002.

Crude prices may recover in 2002 through a tightening global supply/demand
balance but oil producers compliance to their
production targets and the pace of the global economic recovery will dictate
the price level.

Global oil demand grew by 0.5 million barrels a day in 2001. The growth came
mainly from the Former Soviet Union, the Middle
East and, to a lesser extent, Africa, Western Europe and Latin America. In
contrast, demand from North America and the developing
Asia economies contracted with the onset of the US economic slowdown. A small
oil demand growth is forecast for 2002 depending
on the pace of the US and global economic recovery.

Strong US gasoline prices were the mainstay of global refining margins for the
first half of 2001. Margins fell back sharply mid-year as US gasoline prices collapsed amid rising stocks and mounting concern
over the US economic slowdown, but partially
recovered with discretionary industry run cuts in all regions. Margins then
fell after September as product demand contracted.
Refining margins in Singapore continued to be undermined by surplus capacities
in the region. Refining margins averaged
$1.80, $0.80 and $5.30 a barrel for Rotterdam, Singapore and US Gulf coast
respectively in 2001, compared to $3.00, $1.20
and $4.50 a barrel in 2000. Refining margins are expected to remain under
pressure in the first half of 2002, but may strengthen
in the second half of the year in the USA and Europe if the US economy begins
its recovery. A recovery in Asia-Pacific refining
margins is likely to be restricted by excess capacity in the region.

Retail margins were under pressure in the first half of 2001, reflecting
difficulties in passing on high supply costs to consumers.
Margin recovery came in the latter half of the year as supply costs fell.
However, margin gains were capped by strong competition
and the onset of the global economic slowdown. Overall, margins in 2001 were
slightly higher than 2000. Retail margins are
expected to remain under pressure in the first half of 2002 due to weak demand
and the intensity of competition.

Petrochemical markets weakened sharply last year. Significant amounts of new
capacity also came on stream in a number of
regions. At the same time demand growth was muted as economic growth faltered
and industry destocking occurred. These factors
combined to reduce operating rates and so put downward pressure on margins.
Although capacity increases will be lower in
2002, difficult operating conditions will extend well into 2002 and may well
still be felt in 2003.




C   GENERAL DEVELOPMENT OF THE BUSINESS

Capital investment in 2001 increased by 38% to $11.8 billion, mainly as a
result of acquisitions and increased spending on growth
projects in the Exploration and Production business (see Capital Expenditure
and Exploration Expense by Geographical Area
table on page 8). Combined oil and gas production for the five-year period from
a 2000 baseline is expected to grow at an
average annual rate of some 3% a year.

Net additions to proved hydrocarbon reserves including oil sands over the last
five years (19972001) are equivalent to
117% of total production. The total five year proved oil and natural gas
reserves replacement ratio excluding oil sands is 108%
(101% for oil and 119% for gas).

Group and associated companies natural gas production available for sale has
increased by 10% since 2000. Investment
continues in the expansion of existing operations and in major new pipelines.
Moreover, additional liquefied natural gas (LNG)
projects and Gas to Liquids plants are being considered in several countries.
Gas is the environmentally preferred fuel for power
generation and demand for both gas and electricity is expected to grow.

Royal Dutch/Shell Group of Companies  Business and Property  5



---



##### Table of Contents



Group companies continue to pursue a policy of a diversified supply base, and
they trade actively in crude oil and its refined
products throughout the world. Their strong downstream market position has been
maintained. Utilisation of Group companies
refining capacity remains high, and investment continues to reinforce their
market position in higher-value-added areas  notably
for transportation and speciality products  and to address environmental
concerns through tighter product specifications. Above
all, Group companies will maintain their emphasis on innovative customer
offers, portfolio optimisation and structural cost
reduction. Both refining and marketing operations have maintained efforts to
improve their health, safety and environmental
performance, while the marine tanker fleet has increased its flexibility
through continued restructuring.

In Chemicals, the 2001 investment programme built on the restructured global
business portfolio. The programme included new
higher olefin and detergent alcohol facilities in Louisiana, a new benzene unit
in the Netherlands and a styrene monomer/propylene
oxide venture in Singapore. Emphasis continued to be placed on enhanced
customer service, especially using electronic technology.
Underpinning our activities were the strengthening of global networks, simpler
business processes and an accent on talent,
teamwork and delivery.

In 2001, Renewables reinforced its competitive position in the rapidly
expanding global market for renewable energy sources.
The focus is on wind and solar power, the fastest growing segments of this
market.

All the business activities described in this section are supported by
research. The finding of oil and gas, the enhancement of
recovery from existing fields and the engineering of offshore structures, are
subjects that receive particular attention, as do the
products and processes of oil refining, gas processing and chemicals
manufacturing.




D   RISK FACTORS

The Group and its businesses are subject to various risks relating to changing
competitive, economic, political, legal, social,
industry, business and financial conditions. These conditions are described
below and discussed in greater detail elsewhere
in this Annual Report.

Price fluctuations
Oil, natural gas and chemical prices can vary as a result of changes in supply
and demand for products, which may be global or
limited to specific regions and influenced by factors such as economic
conditions, weather conditions or action taken by major oil
exporting countries.

Currency fluctuations
The Group is present in more than 140 countries and territories throughout the
world and is subject to risks from changes in currency
values and exchange controls.

Drilling and production results
The Groups future oil and gas production is significantly dependent on
successful drilling and well development. There are risks in this
process in interpretation of geological and engineering data, project delay,
cost overruns and technical, fiscal and other conditions.

Reserve estimates
Information on oil and gas reserves is given on pages G33G35. Oil and gas
reserves cannot be measured exactly since
estimation of reserves involves subjective judgement and arbitrary
determinations and is dependent, amongst other things,
on the reliability of technical and economic data.

Loss of market
Group companies are subject to differing economic and financial market
conditions in countries and regions throughout the world.
There are risks to such markets from political or economic instability, as well
as from industry competition.

6Royal Dutch/Shell Group of Companies  Business and Property





---



##### Table of Contents



Environmental risks
Group companies are subject to a number of different environmental laws,
regulations and reporting requirements. Costs are
incurred for prevention, control, abatement or elimination of releases into the
air and water, as well as in the disposal and handling
of wastes at operating facilities. Expenditures of a capital nature include
both remedial measures on existing plants and integral
features of new plants.

Physical risks
The Groups assets are subject to risk from operational hazards, natural
disasters and expropriation of property.

Legislative, fiscal and regulatory developments
The Groups operations are subject to risk of change in legislation, taxation
and regulation. For exploration and production
activities, these matters include land tenure, entitlement to produced
hydrocarbons, production rates, royalties, pricing,
environmental protection, social impact, exports, taxes and foreign exchange.




E    DESCRIPTION OF ACTIVITIES

1 Exploration and Production

(a)  General
Group and associated companies involved in the exploration for, and production
of, crude oil and natural gas operate under a
broad range of legislation and regulations that change over time. These laws
and rules cover virtually all aspects of exploration
and production activities, including matters such as land tenure, entitlement
to produced hydrocarbons, production rates, royalties,
pricing, environmental protection, social impact, exports, taxes and foreign
exchange. The conditions of the leases, licences and
contracts under which oil and gas interests are held vary from country to
country. In almost all cases the legal agreements generally
have in common that, they are granted by or entered into with a government,
government entity or state oil company, and that the
exploration risk practically always rests with the oil company. Of these
agreements, the following are most relevant to Group
interests:



| |  | Licences (or concessions) entitle the holder to explore for
hydrocarbons and exploit any commercial discoveries. Under a
licence, the holder bears the risk of exploration, development and
production activities and of financing these activities. In principle,
the licence holder is entitled to the totality of production minus any
royalties in kind. The state or state oil company may
sometimes enter as a joint-venture partner sharing the rights and
obligations of the licence but usually without sharing
the exploration risk. In a few cases the state company or agency has an
option to purchase a certain share of production.                                                                                               
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Production-sharing contracts entered into with a state or state oil
company obligate the oil company, as contractor, to provide
all the financing and bear the risk of exploration, development and
production activities in exchange for a share of the production.
Usually this share consists of a fixed or variable part, which is reserved
for the recovery of contractors cost (cost oil); the remainder
is split with the state or state oil company on a fixed or
volume/revenue-dependent basis. In some cases the state oil company
will participate in the rights and obligations of the contractor and will
share in the costs of development and production. Such
participation can be across the venture or be on a per-field basis.

Group companies exploration and production interests, including acreage
holdings and statistics on wells drilled and drilling,
are shown on pages 1113.

Details of Group companies and the Group share of associated companies
estimated net proved reserves are summarised in the
following table and are set out in the supplementary information on pages
G33G35. Particular reference is made to the statement:
Oil and gas reserves cannot be measured exactly since estimation of reserves
involves subjective judgement and arbitrary
determinations. Estimates remain subject to revision. It should be noted that
totals are further influenced by acquisition and
divestment activities. Proved reserves are shown net of any quantities of crude
oil or natural gas that are expected to be taken by
others as royalties in kind but do not exclude certain quantities related to
royalties expected to be paid in cash or those related to
fixed margin contracts. Proved reserves also include certain quantities of
crude oil or natural gas which will be produced under
arrangements which involve Group companies in upstream risks and rewards but
which do not transfer title of the product to those
Group companies.

Royal Dutch/Shell Group of Companies  Business and Property  7





---



##### Table of Contents



|                                                          |  |  |       |  |  |  |       |  |  |                 |       | 
|--------------------------------------------------------- |  |  | ----- |  |  |  | ----- |  |  | --------------- | ----- | 
|Proved Developed and Undeveloped Reserves(at December 31) |  |  |       |  |  |  |       |  |  | million barrels
|                                                         
|                                                          |  |  | 2001  |  |  |  | 2000  |  |  |                 | 1999  | 
|                                                         
|Crude oil and natural gas liquids                         |  |  |       |  |  |  |       |  |  |                 |       | 
|                                                         
|                                                         
|                                                         
|                                                         
|Group companies                                           |  |  | 8,544 |  |  |  | 8,670 |  |  |                 | 8,509 | 
|                                                         
|                                                         
|                                                         
|                                                         
|Group share of associated companies                       |  |  | 925   |  |  |  | 1,081 |  |  |                 | 1,266 | 
|                                                         
|                                                          |  |  | 9,469 |  |  |  | 9,751 |  |  |                 | 9,775 | 
|                                                         

|                                    |  |                                      |        |  |  |  |        |  |  |  |        | 
|----------------------------------- |  | ------------------------------------ | ------ |  |  |  | ------ |  |  |  | ------ | 
|                                    |  | thousand million standard cubic feet
|                                   
|Natural gas                         |  |                                      |        |  |  |  |        |  |  |  |        | 
|                                   
|                                   
|                                   
|                                   
|Group companies                     |  |                                      | 50,613 |  |  |  | 50,842 |  |  |  | 52,847 | 
|                                   
|                                   
|                                   
|                                   
|Group share of associated companies |  |                                      | 5,216  |  |  |  | 5,441  |  |  |  | 5,694  | 
|                                   
|                                    |  |                                      | 55,829 |  |  |  | 56,283 |  |  |  | 58,541 | 
|                                   

Capital Expenditure and Exploration Expense by Geographical Areaa

|                                              |  |  |       |  |  |  |       |  |  |           |       | 
|--------------------------------------------- |  |  | ----- |  |  |  | ----- |  |  | --------- | ----- | 
|(oil and gas exploration and production only) |  |  |       |  |  |  |       |  |  | $ million
|                                             
|                                              |  |  | 2001  |  |  |  | 2000  |  |  |           | 1999  | 
|                                             
|Europe                                        |  |  | 1,236 |  |  |  | 1,024 |  |  |           | 1,279 | 
|                                             
|                                             
|                                             
|                                             
|Other Eastern Hemisphere                      |  |  | 3,214 |  |  |  | 1,551 |  |  |           | 2,154 | 
|                                             
|                                             
|                                             
|                                             
|USA                                           |  |  | 2,009 |  |  |  | 1,217 |  |  |           | 1,114 | 
|                                             
|                                             
|                                             
|                                             
|Other Western Hemisphere                      |  |  | 1,273 |  |  |  | 762   |  |  |           | 650   | 
|                                             
|                                              |  |  | 7,732 |  |  |  | 4,554 |  |  |           | 5,197 | 
|                                             

|a |  | Capital expenditureCapital expenditure is the cost of acquiring
property, plant and equipment, and  following the successful efforts method in accounting for
exploration costs  includes exploration drilling costs capitalised pending determination of commercial
reserves. In the case of material capital projects, the related interest cost is included until
these are substantially complete.
Exploration expenseis the cost of geological and geophysical surveys and
of other exploratory work charged to income as incurred, and exploratory drilling costs which
were initially taken up in capital expenditure pending determination of commercial reserves but
where the efforts are subsequently determined to be unsuccessful and then charged to income
(with a corresponding reduction in capital expenditure). Exploration expense excludes
depreciation and release of currency translation differences.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Average Production Costs of Group Companies by Geographical Area

|                         |  |  |      |  |  |                            |      |  |  |  |      | 
|------------------------ |  |  | ---- |  |  | -------------------------- | ---- |  |  |  | ---- | 
|                         |  |  |      |  |  | $/barrel of oil equivalent
|                        
|                         |  |  | 2001 |  |  |                            | 2000 |  |  |  | 1999 | 
|                        
|Europe                   |  |  | 2.35 |  |  |                            | 2.42 |  |  |  | 3.00 | 
|                        
|                        
|                        
|                        
|Other Eastern Hemisphere |  |  | 2.28 |  |  |                            | 2.31 |  |  |  | 2.47 | 
|                        
|                        
|                        
|                        
|USA                      |  |  | 2.38 |  |  |                            | 2.10 |  |  |  | 2.38 | 
|                        
|                        
|                        
|                        
|Other Western Hemisphere |  |  | 3.32 |  |  |                            | 3.93 |  |  |  | 3.59 | 
|                        
|Total Group              |  |  | 2.39 |  |  |                            | 2.42 |  |  |  | 2.73 | 
|                        

8   Royal Dutch/Shell Group of Companies-Business and Property





---



##### Table of Contents



|                               |              |  |       |     |  |  |       |     |  |  |       |     |  |                        |       |     |  |  |       |     | 
|------------------------------ | ------------ |  | ----- | --- |  |  | ----- | --- |  |  | ----- | --- |  | ---------------------- | ----- | --- |  |  | ----- | --- | 
|Productiona                    |              |  |       |     |  |  |       |     |  |  |       |     |  | thousand barrels daily
|                              
|                               |              |  | 2001  |     |  |  | 2000  |     |  |  | 1999  |     |  |                        | 1998  |     |  |  | 1997  |    
|                              
|Europe                         |              |  |       |     |  |  |       |     |  |  |       |     |  |                        |       |     |  |  |       |    
|                              
|                              
|                              
|                              
|UK                             |              |  | 311   |     |  |  | 378   |     |  |  | 402   |     |  |                        | 373   |     |  |  | 329   |    
|                              
|                              
|                              
|                              
|Denmark                        |              |  | 130   |     |  |  | 129   |     |  |  | 118   |     |  |                        | 109   |     |  |  | 106   |    
|                              
|                              
|                              
|                              
|Norway                         |              |  | 89    |     |  |  | 87    |     |  |  | 83    |     |  |                        | 87    |     |  |  | 93    |    
|                              
|                              
|                              
|                              
|Netherlands                    |              |  | 10    |     |  |  | 13    |     |  |  | 13    |     |  |                        | 14    |     |  |  | 16    |    
|                              
|                              
|                              
|                              
|Germany                        |              |  | 6     |     |  |  | 6     |     |  |  | 6     |     |  |                        | 7     |     |  |  | 7     |    
|                              
|                              
|                              
|                              
|Others                         |              |  | 1     |     |  |  | *     |     |  |  | *     |     |  |                        | *     |     |  |  | *     |    
|                              
|                               |              |  | 547   |     |  |  | 613   |     |  |  | 622   |     |  |                        | 590   |     |  |  | 551   |    
|                              
|Other Eastern Hemisphere       |              |  |       |     |  |  |       |     |  |  |       |     |  |                        |       |     |  |  |       |    
|                              
|                              
|                              
|                              
|                               | Africa       |  |       |     |  |  |       |     |  |  |       |     |  |                        |       |     |  |  |       |     | 
|                              
|                              
|                              
|                              
|                               | Nigeria      |  |       | 250 |  |  |       | 239 |  |  |       | 212 |  |                        |       | 232 |  |  |       | 270 | 
|                              
|                              
|                              
|                              
|                               | Gabon        |  |       | 56  |  |  |       | 69  |  |  |       | 89  |  |                        |       | 110 |  |  |       | 122 | 
|                              
|                              
|                              
|                              
|                               | Cameroon     |  |       | 19  |  |  |       | 21  |  |  |       | 22  |  |                        |       | 25  |  |  |       | 21  | 
|                              
|                              
|                              
|                              
|                               | Egypt        |  |       | 14  |  |  |       | 10  |  |  |       | 7   |  |                        |       | 7   |  |  |       | 7   | 
|                              
|                              
|                              
|                              
|                               | Others       |  |       | 3   |  |  |       | 3   |  |  |       | 3   |  |                        |       | 3   |  |  |       | 3   | 
|                              
|                               |              |  | 342   |     |  |  | 342   |     |  |  | 333   |     |  |                        | 377   |     |  |  | 423   |    
|                              
|                               | Middle East  |  |       |     |  |  |       |     |  |  |       |     |  |                        |       |     |  |  |       |     | 
|                              
|                              
|                              
|                              
|                               | Omanb        |  |       | 327 |  |  |       | 326 |  |  |       | 299 |  |                        |       | 284 |  |  |       | 289 | 
|                              
|                              
|                              
|                              
|                               | Abu Dhabi    |  |       | 94  |  |  |       | 96  |  |  |       | 82  |  |                        |       | 90  |  |  |       | 86  | 
|                              
|                              
|                              
|                              
|                               | Syria        |  |       | 48  |  |  |       | 50  |  |  |       | 71  |  |                        |       | 88  |  |  |       | 68  | 
|                              
|                              
|                              
|                              
|                               | Yemen        |  |       |    |  |  |       |    |  |  |       |    |  |                        |       | 14  |  |  |       | 12  | 
|                              
|                              
|                              
|                              
|                               | Others       |  |       | 23  |  |  |       | 9   |  |  |       | 1   |  |                        |       |    |  |  |       |    | 
|                              
|                               |              |  | 492   |     |  |  | 481   |     |  |  | 453   |     |  |                        | 476   |     |  |  | 455   |    
|                              
|                               | Asia-Pacific |  |       |     |  |  |       |     |  |  |       |     |  |                        |       |     |  |  |       |     | 
|                              
|                              
|                              
|                              
|                               | Australia    |  |       | 99  |  |  |       | 111 |  |  |       | 47  |  |                        |       | 54  |  |  |       | 53  | 
|                              
|                              
|                              
|                              
|                               | Brunei       |  |       | 97  |  |  |       | 95  |  |  |       | 86  |  |                        |       | 74  |  |  |       | 77  | 
|                              
|                              
|                              
|                              
|                               | Malaysia     |  |       | 60  |  |  |       | 56  |  |  |       | 66  |  |                        |       | 76  |  |  |       | 70  | 
|                              
|                              
|                              
|                              
|                               | China        |  |       | 23  |  |  |       | 25  |  |  |       | 20  |  |                        |       | 27  |  |  |       | 33  | 
|                              
|                              
|                              
|                              
|                               | Thailand     |  |       | 16  |  |  |       | 18  |  |  |       | 18  |  |                        |       | 18  |  |  |       | 17  | 
|                              
|                              
|                              
|                              
|                               | New Zealand  |  |       | 30  |  |  |       | 9   |  |  |       | 10  |  |                        |       | 12  |  |  |       | 14  | 
|                              
|                               |              |  | 325   |     |  |  | 314   |     |  |  | 247   |     |  |                        | 261   |     |  |  | 264   |    
|                              
|Total Other Eastern Hemisphere |              |  | 1,159 |     |  |  | 1,137 |     |  |  | 1,033 |     |  |                        | 1,114 |     |  |  | 1,142 |    
|                              
|USA                            |              |  | 411   |     |  |  | 417   |     |  |  | 504   |     |  |                        | 521   |     |  |  | 491   |    
|                              
|Other Western Hemisphere       |              |  |       |     |  |  |       |     |  |  |       |     |  |                        |       |     |  |  |       |    
|                              
|                              
|                              
|                              
|Canada                         |              |  | 56    |     |  |  | 58    |     |  |  | 61    |     |  |                        | 68    |     |  |  | 68    |    
|                              
|                              
|                              
|                              
|Colombia                       |              |  |      |     |  |  |      |     |  |  |      |     |  |                        | 18    |     |  |  | 32    |    
|                              
|                              
|                              
|                              
|Others                         |              |  | 47    |     |  |  | 49    |     |  |  | 48    |     |  |                        | 43    |     |  |  | 44    |    
|                              
|                               |              |  | 103   |     |  |  | 107   |     |  |  | 109   |     |  |                        | 129   |     |  |  | 144   |    
|                              
|Total                          |              |  | 2,220 |     |  |  | 2,274 |     |  |  | 2,268 |     |  |                        | 2,354 |     |  |  | 2,328 |    
|                              

|* |  | Less than one thousand barrels daily
|- |  | ------------------------------------

|                  |  |  |     |  |  |  |     |  |  |  |     |  |  |                       |     |  |  |  |     | 
|----------------- |  |  | --- |  |  |  | --- |  |  |  | --- |  |  | --------------------- | --- |  |  |  | --- | 
|                  |  |  |     |  |  |  |     |  |  |  |     |  |  | million tonnes a year
|                 
|Metric equivalent |  |  | 111 |  |  |  | 114 |  |  |  | 113 |  |  |                       | 118 |  |  |  | 116 | 
|                 

|a |  | Of Group companies, plus Group share of associated companies, and
including natural gas liquids (Group share of associated companies is assumed
to be
equivalent to Group interest). Royalty purchases are excluded. In those
countries where production-sharing contracts operate, the figures shown
represent the
entitlements of the Group companies concerned under those contracts.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| 
| 
| 
|b |  | Exceptionally, the minority interest is deducted in respect of
production volumes given for Oman.                                                                                                                                                                                                                                                                                       

Royal Dutch/Shell Group of Companies-Business and Property   9





---



##### Table of Contents



Natural gas production available for salea

|                         |  |  |       |  |  |  |       |  |  |                                   |       |  |  |  |       |  |  |  |       | 
|------------------------ |  |  | ----- |  |  |  | ----- |  |  | --------------------------------- | ----- |  |  |  | ----- |  |  |  | ----- | 
|                         |  |  |       |  |  |  |       |  |  | million standard cubic feet daily
|                        
|                         |  |  | 2001  |  |  |  | 2000  |  |  |                                   | 1999  |  |  |  | 1998  |  |  |  | 1997  | 
|                        
|Europe                   |  |  |       |  |  |  |       |  |  |                                   |       |  |  |  |       |  |  |  |       | 
|                        
|                        
|                        
|                        
|Netherlands              |  |  | 1,555 |  |  |  | 1,431 |  |  |                                   | 1,520 |  |  |  | 1,616 |  |  |  | 1,758 | 
|                        
|                        
|                        
|                        
|UK                       |  |  | 1,196 |  |  |  | 1,118 |  |  |                                   | 967   |  |  |  | 824   |  |  |  | 722   | 
|                        
|                        
|                        
|                        
|Germany                  |  |  | 428   |  |  |  | 450   |  |  |                                   | 484   |  |  |  | 489   |  |  |  | 487   | 
|                        
|                        
|                        
|                        
|Denmark                  |  |  | 309   |  |  |  | 300   |  |  |                                   | 312   |  |  |  | 310   |  |  |  | 327   | 
|                        
|                        
|                        
|                        
|Norway                   |  |  | 176   |  |  |  | 199   |  |  |                                   | 230   |  |  |  | 202   |  |  |  | 173   | 
|                        
|                        
|                        
|                        
|Others                   |  |  | 20    |  |  |  | 17    |  |  |                                   | 16    |  |  |  | 14    |  |  |  | 14    | 
|                        
|                         |  |  | 3,684 |  |  |  | 3,515 |  |  |                                   | 3,529 |  |  |  | 3,455 |  |  |  | 3,481 | 
|                        
|Other Eastern Hemisphere |  |  |       |  |  |  |       |  |  |                                   |       |  |  |  |       |  |  |  |       | 
|                        
|                        
|                        
|                        
|Malaysia                 |  |  | 580   |  |  |  | 553   |  |  |                                   | 634   |  |  |  | 597   |  |  |  | 727   | 
|                        
|                        
|                        
|                        
|Oman                     |  |  | 553   |  |  |  | 459   |  |  |                                   | 119   |  |  |  |      |  |  |  |      | 
|                        
|                        
|                        
|                        
|Brunei                   |  |  | 491   |  |  |  | 450   |  |  |                                   | 455   |  |  |  | 480   |  |  |  | 494   | 
|                        
|                        
|                        
|                        
|New Zealand              |  |  | 470   |  |  |  | 157   |  |  |                                   | 148   |  |  |  | 129   |  |  |  | 149   | 
|                        
|                        
|                        
|                        
|Australia                |  |  | 379   |  |  |  | 367   |  |  |                                   | 361   |  |  |  | 360   |  |  |  | 341   | 
|                        
|                        
|                        
|                        
|Egypt                    |  |  | 248   |  |  |  | 140   |  |  |                                   | 105   |  |  |  | 103   |  |  |  | 87    | 
|                        
|                        
|                        
|                        
|Nigeria                  |  |  | 219   |  |  |  | 177   |  |  |                                   | 78    |  |  |  | 84    |  |  |  | 90    | 
|                        
|                        
|                        
|                        
|Others                   |  |  | 126   |  |  |  | 121   |  |  |                                   | 113   |  |  |  | 95    |  |  |  | 70    | 
|                        
|                         |  |  | 3,066 |  |  |  | 2,424 |  |  |                                   | 2,013 |  |  |  | 1,848 |  |  |  | 1,958 | 
|                        
|USA                      |  |  | 1,598 |  |  |  | 1,644 |  |  |                                   | 1,774 |  |  |  | 1,738 |  |  |  | 1,596 | 
|                        
|Other Western Hemisphere |  |  |       |  |  |  |       |  |  |                                   |       |  |  |  |       |  |  |  |       | 
|                        
|                        
|                        
|                        
|Canada                   |  |  | 614   |  |  |  | 594   |  |  |                                   | 562   |  |  |  | 587   |  |  |  | 667   | 
|                        
|                        
|                        
|                        
|Others                   |  |  | 47    |  |  |  | 35    |  |  |                                   | 46    |  |  |  | 51    |  |  |  | 59    | 
|                        
|                         |  |  | 661   |  |  |  | 629   |  |  |                                   | 608   |  |  |  | 638   |  |  |  | 726   | 
|                        
|Total                    |  |  | 9,009 |  |  |  | 8,212 |  |  |                                   | 7,924 |  |  |  | 7,679 |  |  |  | 7,761 | 
|                        

|                         |  |  |     |  |  |  |     |  |  |                                     |     |  |  |  |     |  |  |  |     | 
|------------------------ |  |  | --- |  |  |  | --- |  |  | ----------------------------------- | --- |  |  |  | --- |  |  |  | --- | 
|                         |  |  |     |  |  |  |     |  |  | million standard cubic metres daily
|                        
|Europe                   |  |  |     |  |  |  |     |  |  |                                     |     |  |  |  |     |  |  |  |     | 
|                        
|                        
|                        
|                        
|Netherlands              |  |  | 44  |  |  |  | 40  |  |  |                                     | 43  |  |  |  | 46  |  |  |  | 50  | 
|                        
|                        
|                        
|                        
|UK                       |  |  | 34  |  |  |  | 32  |  |  |                                     | 27  |  |  |  | 23  |  |  |  | 21  | 
|                        
|                        
|                        
|                        
|Germany                  |  |  | 12  |  |  |  | 13  |  |  |                                     | 14  |  |  |  | 14  |  |  |  | 14  | 
|                        
|                        
|                        
|                        
|Denmark                  |  |  | 9   |  |  |  | 8   |  |  |                                     | 9   |  |  |  | 9   |  |  |  | 9   | 
|                        
|                        
|                        
|                        
|Norway                   |  |  | 5   |  |  |  | 6   |  |  |                                     | 7   |  |  |  | 6   |  |  |  | 5   | 
|                        
|                        
|                        
|                        
|Others                   |  |  | *   |  |  |  | *   |  |  |                                     | *   |  |  |  | *   |  |  |  | *   | 
|                        
|                         |  |  | 104 |  |  |  | 99  |  |  |                                     | 100 |  |  |  | 98  |  |  |  | 99  | 
|                        
|Other Eastern Hemisphere |  |  |     |  |  |  |     |  |  |                                     |     |  |  |  |     |  |  |  |     | 
|                        
|                        
|                        
|                        
|Malaysia                 |  |  | 16  |  |  |  | 16  |  |  |                                     | 18  |  |  |  | 17  |  |  |  | 21  | 
|                        
|                        
|                        
|                        
|Oman                     |  |  | 16  |  |  |  | 13  |  |  |                                     | 4   |  |  |  |    |  |  |  |    | 
|                        
|                        
|                        
|                        
|Brunei                   |  |  | 14  |  |  |  | 13  |  |  |                                     | 13  |  |  |  | 13  |  |  |  | 14  | 
|                        
|                        
|                        
|                        
|New Zealand              |  |  | 13  |  |  |  | 4   |  |  |                                     | 4   |  |  |  | 4   |  |  |  | 4   | 
|                        
|                        
|                        
|                        
|Australia                |  |  | 11  |  |  |  | 10  |  |  |                                     | 10  |  |  |  | 10  |  |  |  | 10  | 
|                        
|                        
|                        
|                        
|Egypt                    |  |  | 7   |  |  |  | 4   |  |  |                                     | 3   |  |  |  | 3   |  |  |  | 2   | 
|                        
|                        
|                        
|                        
|Nigeria                  |  |  | 6   |  |  |  | 5   |  |  |                                     | 2   |  |  |  | 2   |  |  |  | 2   | 
|                        
|                        
|                        
|                        
|Others                   |  |  | 4   |  |  |  | 4   |  |  |                                     | 3   |  |  |  | 3   |  |  |  | 2   | 
|                        
|                         |  |  | 87  |  |  |  | 69  |  |  |                                     | 57  |  |  |  | 52  |  |  |  | 55  | 
|                        
|USA                      |  |  | 45  |  |  |  | 46  |  |  |                                     | 50  |  |  |  | 49  |  |  |  | 45  | 
|                        
|Other Western Hemisphere |  |  |     |  |  |  |     |  |  |                                     |     |  |  |  |     |  |  |  |     | 
|                        
|                        
|                        
|                        
|Canada                   |  |  | 18  |  |  |  | 17  |  |  |                                     | 16  |  |  |  | 17  |  |  |  | 19  | 
|                        
|                        
|                        
|                        
|Others                   |  |  | 1   |  |  |  | 1   |  |  |                                     | 1   |  |  |  | 1   |  |  |  | 2   | 
|                        
|                         |  |  | 19  |  |  |  | 18  |  |  |                                     | 17  |  |  |  | 18  |  |  |  | 21  | 
|                        
|Total                    |  |  | 255 |  |  |  | 232 |  |  |                                     | 224 |  |  |  | 217 |  |  |  | 220 | 
|                        

|* |  | Less than one million cubic metres daily.                                                                                                                                                                                                                  
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| 
| 
| 
|a |  | By country of origin from gas produced by Group and associated
companies (Group share). In those countries where production sharing
contracts operate, the figures shown represent the entitlements of the
Group companies concerned under those contracts.

10   Royal Dutch/Shell Group of Companies-Business and Property





---



##### Table of Contents



|                                              |  |             |   |            |  |                 |   |            |  |  |   |  
|--------------------------------------------- |  | ----------- | - | ---------- |  | --------------- | - | ---------- |  |  | - | -
|Location of activities(at December 31, 2001)a |  |             |   |            |  |                 |   |           
|                                             
|Europe                                        |  | Exploration |   | Production |  | Shell Operatorb
|                                             
|Austria                                       |  |             |  |            |  |                 |  |            |  |  |  |  
|                                             
|Denmark                                       |  |             |   | °          |  |                 |   | °          |  |  |   |  
|                                             
|Germany                                       |  |             |  | °          |  |                 |  | °          |  |  |  |  
|                                             
|Ireland, Republic of                          |  |             |   | °          |  |                 |   |            |  |  |   |  
|                                             
|Netherlands                                   |  |             |  | °          |  |                 |  | °          |  |  |  | °
|                                             
|Norway                                        |  |             |   | °          |  |                 |   | °          |  |  |   | °
|                                             
|UK                                            |  |             |   | °          |  |                 |   | °          |  |  |   | °
|                                             
|Other Eastern
Hemisphere                      |  |             |   |            |  |                 |   |            |  |  |   |  
|                                             
|Algeria                                       |  |             |  |            |  |                 |   |            |  |  |   |  
|                                             
|Angola                                        |  |             |   | °          |  |                 |   |            |  |  |   |  
|                                             
|Australia                                     |  |             |  | °          |  |                 |   | °          |  |  |   | °
|                                             
|Azerbaijan                                    |  |             |   | °          |  |                 |   |            |  |  |   |  
|                                             
|Bangladesh                                    |  |             |  | °          |  |                 |   | °          |  |  |  | °
|                                             
|Brunei                                        |  |             |  | °          |  |                 |  | °          |  |  |  | °
|                                             
|Cambodia                                      |  |             |   | °          |  |                 |   |            |  |  |   |  
|                                             
|Cameroon                                      |  |             |   | °          |  |                 |   | °          |  |  |   | °
|                                             
|China                                         |  |             |  | °          |  |                 |   | °          |  |  |  | °
|                                             
|Congo                                         |  |             |   | °          |  |                 |   |            |  |  |   |  
|                                             
|Côte dIvoire                                 |  |             |   | °          |  |                 |   |            |  |  |   |  
|                                             
|D. R. of Congo                                |  |             |  |            |  |                 |  |            |  |  |   |  
|                                             
|Egypt                                         |  |             |  | °          |  |                 |  | °          |  |  |  | °
|                                             
|Gabon                                         |  |             |  | °          |  |                 |  |            |  |  |  | °
|                                             
|India                                         |  |             |  |            |  |                 |   |            |  |  |   |  
|                                             
|Iran                                          |  |             |   |            |  |                 |   | °          |  |  |   | °
|                                             
|Kazakhstan                                    |  |             |   | °          |  |                 |   |            |  |  |   |  
|                                             
|Malaysia                                      |  |             |   | °          |  |                 |   | °          |  |  |   | °
|                                             
|Mauritania                                    |  |             |   | °          |  |                 |   |            |  |  |   |  
|                                             
|Morocco                                       |  |             |   | °          |  |                 |   |            |  |  |   | °
|                                             
|Namibia                                       |  |             |   | °          |  |                 |   |            |  |  |   | °
|                                             
|New Zealand                                   |  |             |  |            |  |                 |  | °          |  |  |  | °
|                                             
|Nigeria                                       |  |             |  | °          |  |                 |  | °          |  |  |  | °
|                                             
|Oman                                          |  |             |  | °          |  |                 |  |            |  |  |  | °
|                                             
|Pakistan                                      |  |             |  | °          |  |                 |  |            |  |  |   | °
|                                             
|Papua New Guinea                              |  |             |  | °          |  |                 |   |            |  |  |   |  
|                                             
|Philippines                                   |  |             |   | °          |  |                 |   | °          |  |  |   | °
|                                             
|Russia                                        |  |             |  | °          |  |                 |   | °          |  |  |  | °
|                                             
|Syria                                         |  |             |   |            |  |                 |  |            |  |  |   | 
|                                             
|Thailand                                      |  |             |  |            |  |                 |  |            |  |  |  | °
|                                             
|United Arab Emirates                          |  |             |  |            |  |                 |  |            |  |  |   |  
|                                             
|USA                                           |  |             |  | °          |  |                 |  | °          |  |  |  | °
|                                             
|Other Western
Hemisphere                      |  |             |   |            |  |                 |   |            |  |  |   |  
|                                             
|Argentina                                     |  |             |  |            |  |                 |  |            |  |  |  |  
|                                             
|Brazil                                        |  |             |   | °          |  |                 |   | °          |  |  |   | °
|                                             
|Canada                                        |  |             |  | °          |  |                 |  | °          |  |  |  | °
|                                             
|Trinidad and Tobago                           |  |             |   | °          |  |                 |   |            |  |  |   |  
|                                             
|Venezuela                                     |  |             |   |            |  |                 |   | °          |  |  |   | °
|                                             
|                                              |  |             |   |            |  | =Onshore       |   | °=Offshore

|a |  | Including associated companies.                                                                                                                           
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| 
| 
| 
|b |  | In several countries where Shell operator is indicated, a Group
interest company is operator of some but not all exploration and/or production
ventures.

Royal Dutch/Shell Group of Companies-Business and Property   11





---



##### Table of Contents



|                                         |                |                | 
|---------------------------------------- | -------------- | -------------- | 
|Oil and gas acreage(at December 31)a,b,c | thousand acres | thousand acres | 
|                                        

|                         |  |           |        |             |  |           |             |     |  |       |         |     |  |       |        |      |  |  |        |  |  |  |        |  |  |  |         |  |  |  |         | 
|------------------------ |  | --------- | ------ | ----------- |  | --------- | ----------- | --- |  | ----- | ------- | --- |  | ----- | ------ | ---- |  |  | ------ |  |  |  | ------ |  |  |  | ------- |  |  |  | ------- | 
|                         |  |           |        |             |  |           |             |     |  | 2001  |         |     |  |       |        | 2000
|                         |  | Developed |        | Undeveloped |  | Developed | Undeveloped
|                         |  |           |        |             |  |           |             |     |  |       |         |     |  |       |       
|                         |  | Gross     |        | Net         |  | Gross     |             | Net |  | Gross |         | Net |  | Gross |        | Net 
|                        
|Europe                   |  |           | 9,570  |             |  |           | 3,031       |     |  |       | 12,616  |     |  |       | 4,581  |      |  |  | 9,399  |  |  |  | 2,973  |  |  |  | 13,951  |  |  |  | 4,920   | 
|                        
|                        
|                        
|                        
|Other Eastern Hemisphere |  |           | 44,760 |             |  |           | 14,821      |     |  |       | 160,957 |     |  |       | 69,801 |      |  |  | 44,761 |  |  |  | 14,534 |  |  |  | 131,644 |  |  |  | 68,854  | 
|                        
|                        
|                        
|                        
|USA                      |  |           | 1,599  |             |  |           | 702         |     |  |       | 3,931   |     |  |       | 2,609  |      |  |  | 1,967  |  |  |  | 934    |  |  |  | 4,280   |  |  |  | 2,743   | 
|                        
|                        
|                        
|                        
|Other Western Hemisphere |  |           | 767    |             |  |           | 492         |     |  |       | 35,709  |     |  |       | 22,001 |      |  |  | 1,198  |  |  |  | 824    |  |  |  | 49,219  |  |  |  | 27,368  | 
|                        
|                         |  |           | 56,696 |             |  |           | 19,046      |     |  |       | 213,213 |     |  |       | 98,992 |      |  |  | 57,325 |  |  |  | 19,265 |  |  |  | 199,094 |  |  |  | 103,885 | 
|                        

| |                |                | 
| | -------------- | -------------- | 
| | thousand acres | thousand acres | 
|

|                         |  |           |        |             |  |           |             |     |  |       |         |     |  |       |         |      |  |  |        |  |  |  |        |  |  |  |         |  |  |  |         | 
|------------------------ |  | --------- | ------ | ----------- |  | --------- | ----------- | --- |  | ----- | ------- | --- |  | ----- | ------- | ---- |  |  | ------ |  |  |  | ------ |  |  |  | ------- |  |  |  | ------- | 
|                         |  |           |        |             |  |           |             |     |  | 1999  |         |     |  |       |         | 1998
|                         |  | Developed |        | Undeveloped |  | Developed | Undeveloped
|                         |  |           |        |             |  |           |             |     |  |       |         |     |  |       |        
|                         |  | Gross     |        | Net         |  | Gross     |             | Net |  | Gross |         | Net |  | Gross |         | Net 
|                        
|Europe                   |  |           | 10,162 |             |  |           | 3,218       |     |  |       | 16,697  |     |  |       | 5,790   |      |  |  | 10,078 |  |  |  | 3,189  |  |  |  | 20,141  |  |  |  | 7,640   | 
|                        
|                        
|                        
|                        
|Other Eastern Hemisphere |  |           | 44,680 |             |  |           | 14,530      |     |  |       | 135,798 |     |  |       | 75,106  |      |  |  | 44,896 |  |  |  | 14,946 |  |  |  | 158,345 |  |  |  | 86,520  | 
|                        
|                        
|                        
|                        
|USA                      |  |           | 3,642  |             |  |           | 1,245       |     |  |       | 6,074   |     |  |       | 3,499   |      |  |  | 4,290  |  |  |  | 1,331  |  |  |  | 8,054   |  |  |  | 4,485   | 
|                        
|                        
|                        
|                        
|Other Western Hemisphere |  |           | 1,149  |             |  |           | 850         |     |  |       | 61,344  |     |  |       | 33,215  |      |  |  | 1,430  |  |  |  | 1,052  |  |  |  | 39,910  |  |  |  | 25,699  | 
|                        
|                         |  |           | 56,633 |             |  |           | 19,843      |     |  |       | 219,913 |     |  |       | 117,610 |      |  |  | 60,694 |  |  |  | 20,518 |  |  |  | 226,450 |  |  |  | 124,344 | 
|                        

| |  |                | 
| |  | -------------- | 
| |  | thousand acres
|

|                         |  |           |        |             |  |       |        |     |  |      |         |  |  |  |         |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|------------------------ |  | --------- | ------ | ----------- |  | ----- | ------ | --- |  | ---- | ------- |  |  |  | ------- |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|                         |  |           |        |             |  |       |        |     |  | 1997 |         |  |  |  |         | 
|                         |  | Developed |        | Undeveloped |  |       |       
|                         |  |           |        |             |  |       |       
|                         |  | Gross     |        | Net         |  | Gross |        | Net
|                        
|Europe                   |  |           | 10,182 |             |  |       | 3,229  |     |  |      | 18,672  |  |  |  | 6,842  
|                        
|                        
|                        
|                        
|Other Eastern Hemisphere |  |           | 44,380 |             |  |       | 15,397 |     |  |      | 154,907 |  |  |  | 78,585 
|                        
|                        
|                        
|                        
|USA                      |  |           | 2,727  |             |  |       | 1,315  |     |  |      | 7,745   |  |  |  | 4,793  
|                        
|                        
|                        
|                        
|Other Western Hemisphere |  |           | 2,049  |             |  |       | 1,443  |     |  |      | 30,415  |  |  |  | 22,893 
|                        
|                         |  |           | 59,338 |             |  |       | 21,384 |     |  |      | 211,739 |  |  |  | 113,113
|                        



Number of productive wells (at December 31)a,b

|                         |  |       |        |     |  |       |        |     |  |       |       |     |  |       |       |     |  |     |        |  |  |  |        |     |  |  |       |      |  |  |       | 
|------------------------ |  | ----- | ------ | --- |  | ----- | ------ | --- |  | ----- | ----- | --- |  | ----- | ----- | --- |  | --- | ------ |  |  |  | ------ | --- |  |  | ----- | ---- |  |  | ----- | 
|                         |  |       |        |     |  |       |        |     |  |       |       |     |  | 2001  |       |     |  |     |        |  |  |  |        |     |  |  |       | 2000
|                         |  |       |        |     |  | Oil   |        |     |  |       |       | Gas |  |       |       |     |  | Oil |        |  |  |  |        | Gas
|                         |  |       |        |     |  |       |        |     |  |       |       |     | 
|                         |  | Gross |        | Net |  | Gross |        | Net |  | Gross |       | Net |  | Gross |       | Net
|                        
|Europe                   |  |       | 1,618  |     |  |       | 429    |     |  |       | 1,299 |     |  |       | 427   |     |  |     | 1,640  |  |  |  | 442    |     |  |  | 1,349 |      |  |  | 438   | 
|                        
|                        
|                        
|                        
|Other Eastern Hemisphere |  |       | 6,066  |     |  |       | 2,169  |     |  |       | 375   |     |  |       | 197   |     |  |     | 5,910  |  |  |  | 2,097  |     |  |  | 332   |      |  |  | 159   | 
|                        
|                        
|                        
|                        
|USA                      |  |       | 16,717 |     |  |       | 8,511  |     |  |       | 956   |     |  |       | 658   |     |  |     | 17,870 |  |  |  | 8,870  |     |  |  | 1,044 |      |  |  | 627   | 
|                        
|                        
|                        
|                        
|Other Western Hemisphere |  |       | 86     |     |  |       | 86     |     |  |       | 298   |     |  |       | 251   |     |  |     | 338    |  |  |  | 193    |     |  |  | 274   |      |  |  | 230   | 
|                        
|                         |  |       | 24,487 |     |  |       | 11,195 |     |  |       | 2,928 |     |  |       | 1,533 |     |  |     | 25,758 |  |  |  | 11,602 |     |  |  | 2,999 |      |  |  | 1,454 | 
|                        





|                         |  |       |        |     |  |       |        |     |  |       |       |     |  |       |       |     |  |     |        |  |  |  |        |     |  |  |       |      |  |  |       | 
|------------------------ |  | ----- | ------ | --- |  | ----- | ------ | --- |  | ----- | ----- | --- |  | ----- | ----- | --- |  | --- | ------ |  |  |  | ------ | --- |  |  | ----- | ---- |  |  | ----- | 
|                         |  |       |        |     |  |       |        |     |  |       |       |     |  | 1999  |       |     |  |     |        |  |  |  |        |     |  |  |       | 1998
|                         |  |       |        |     |  | Oil   |        |     |  |       |       | Gas |  |       |       |     |  | Oil |        |  |  |  |        | Gas
|                         |  |       |        |     |  |       |        |     |  |       |       |     | 
|                         |  | Gross |        | Net |  | Gross |        | Net |  | Gross |       | Net |  | Gross |       | Net
|                        
|Europe                   |  |       | 1,642  |     |  |       | 447    |     |  |       | 1,359 |     |  |       | 436   |     |  |     | 1,603  |  |  |  | 437    |     |  |  | 1,334 |      |  |  | 424   | 
|                        
|                        
|                        
|                        
|Other Eastern Hemisphere |  |       | 6,299  |     |  |       | 2,271  |     |  |       | 352   |     |  |       | 153   |     |  |     | 6,037  |  |  |  | 2,249  |     |  |  | 275   |      |  |  | 119   | 
|                        
|                        
|                        
|                        
|USA                      |  |       | 28,165 |     |  |       | 11,636 |     |  |       | 1,631 |     |  |       | 845   |     |  |     | 27,818 |  |  |  | 10,679 |     |  |  | 1,909 |      |  |  | 938   | 
|                        
|                        
|                        
|                        
|Other Western Hemisphere |  |       | 413    |     |  |       | 267    |     |  |       | 259   |     |  |       | 223   |     |  |     | 1,009  |  |  |  | 650    |     |  |  | 260   |      |  |  | 226   | 
|                        
|                         |  |       | 36,519 |     |  |       | 14,621 |     |  |       | 3,601 |     |  |       | 1,657 |     |  |     | 36,467 |  |  |  | 14,015 |     |  |  | 3,778 |      |  |  | 1,707 | 
|                        
|                        
|                        
|                        
|                        
|                        
|                        
|                        





| |  |                | 
| |  | -------------- | 
| |  | thousand acres
|

|                         |  |       |        |     |  |       |        |     |  |  |       |     |  |      |       |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|------------------------ |  | ----- | ------ | --- |  | ----- | ------ | --- |  |  | ----- | --- |  | ---- | ----- |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|                         |  |       |        |     |  |       |        |     |  |  |       |     |  | 1997 |       |  |  |  |  |  |  |  |  |  |  |  |  | 
|                         |  |       |        |     |  | Oil   |        |     |  |  |       | Gas
|                         |  |       |        |     | 
|                         |  | Gross |        | Net |  | Gross |        | Net
|                        
|Europe                   |  |       | 1,584  |     |  |       | 428    |     |  |  | 1,257 |     |  |      | 407  
|                        
|                        
|                        
|                        
|Other Eastern Hemisphere |  |       | 6,372  |     |  |       | 2,621  |     |  |  | 285   |     |  |      | 153  
|                        
|                        
|                        
|                        
|USA                      |  |       | 32,176 |     |  |       | 9,951  |     |  |  | 1,971 |     |  |      | 1,030
|                        
|                        
|                        
|                        
|Other Western Hemisphere |  |       | 1,187  |     |  |       | 682    |     |  |  | 288   |     |  |      | 234  
|                        
|                         |  |       | 41,319 |     |  |       | 13,682 |     |  |  | 3,801 |     |  |      | 1,824
|                        

|                                                     
|-----------------------------------------------------
|Number of net productive wells and dry holes drilleda

|                         |            |  |     |  |            |      |     |  |            |  |     |      |            |  |     |  |            |      |     |  |  |  |    |      |  |  |     |  |  |      |    |  |  |  |     |  |  |  |    | 
|------------------------ | ---------- |  | --- |  | ---------- | ---- | --- |  | ---------- |  | --- | ---- | ---------- |  | --- |  | ---------- | ---- | --- |  |  |  | -- | ---- |  |  | --- |  |  | ---- | -- |  |  |  | --- |  |  |  | -- | 
|                         |            |  |     |  |            | 2001 |     |  |            |  |     | 2000 |            |  |     |  |            | 1999 |     |  |  |  |    | 1998 |  |  |     |  |  | 1997
|                         | Productive |  | Dry |  | Productive |      | Dry |  | Productive |  | Dry |      | Productive |  | Dry |  | Productive |      | Dry
|                        
|Exploration              |            |  |     |  |            |      |     |  |            |  |     |      |            |  |     |  |            |      |     |  |  |  |    |      |  |  |     |  |  |      |    |  |  |  |     |  |  |  |    | 
|                        
|                        
|                        
|                        
|Europe                   |            |  | 2   |  |            |      | 4   |  |            |  | 3   |      |            |  | 3   |  |            |      | 5   |  |  |  | 2  |      |  |  | 6   |  |  |      | 6  |  |  |  | 10  |  |  |  | 8  | 
|                        
|                        
|                        
|                        
|Other Eastern Hemisphere |            |  | 17  |  |            |      | 14  |  |            |  | 15  |      |            |  | 11  |  |            |      | 13  |  |  |  | 16 |      |  |  | 12  |  |  |      | 18 |  |  |  | 17  |  |  |  | 18 | 
|                        
|                        
|                        
|                        
|USA                      |            |  | 2   |  |            |      | 4   |  |            |  | 9   |      |            |  | 4   |  |            |      | 8   |  |  |  | 9  |      |  |  | 18  |  |  |      | 16 |  |  |  | 33  |  |  |  | 15 | 
|                        
|                        
|                        
|                        
|Other Western Hemisphere |            |  | 3   |  |            |      | 3   |  |            |  | 1   |      |            |  | 2   |  |            |      |    |  |  |  | 13 |      |  |  | 6   |  |  |      | 9  |  |  |  | 2   |  |  |  | 4  | 
|                        
|                         |            |  | 24  |  |            |      | 25  |  |            |  | 28  |      |            |  | 20  |  |            |      | 26  |  |  |  | 40 |      |  |  | 42  |  |  |      | 49 |  |  |  | 62  |  |  |  | 45 | 
|                        
|Development              |            |  |     |  |            |      |     |  |            |  |     |      |            |  |     |  |            |      |     |  |  |  |    |      |  |  |     |  |  |      |    |  |  |  |     |  |  |  |    | 
|                        
|                        
|                        
|                        
|Europe                   |            |  | 30  |  |            |      | 10  |  |            |  | 19  |      |            |  |    |  |            |      | 32  |  |  |  | 2  |      |  |  | 46  |  |  |      | 1  |  |  |  | 52  |  |  |  | 2  | 
|                        
|                        
|                        
|                        
|Other Eastern Hemisphere |            |  | 165 |  |            |      | 11  |  |            |  | 152 |      |            |  | 10  |  |            |      | 149 |  |  |  | 2  |      |  |  | 179 |  |  |      | 6  |  |  |  | 146 |  |  |  | 4  | 
|                        
|                        
|                        
|                        
|USA                      |            |  | 549 |  |            |      | 2   |  |            |  | 492 |      |            |  | 3   |  |            |      | 290 |  |  |  |   |      |  |  | 555 |  |  |      | 8  |  |  |  | 531 |  |  |  | 8  | 
|                        
|                        
|                        
|                        
|Other Western Hemisphere |            |  | 25  |  |            |      |    |  |            |  | 10  |      |            |  | 1   |  |            |      | 14  |  |  |  | 2  |      |  |  | 49  |  |  |      |   |  |  |  | 59  |  |  |  | 1  | 
|                        
|                         |            |  | 769 |  |            |      | 23  |  |            |  | 673 |      |            |  | 14  |  |            |      | 485 |  |  |  | 6  |      |  |  | 829 |  |  |      | 15 |  |  |  | 788 |  |  |  | 15 | 
|                        



|a |  | Including associated companies.                                                                                                                                                                                                                                        
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| 
| 
| 
|b |  | The term gross relates to the total activity in which Group and
associated companies have an interest, and the term net relates to the sum of
the fractional
interests owned by Group companies plus the Group share of associated
companies fractional interests.
| 
| 
| 
| 
|c |  | One thousand acres equals approximately four square kilometres.                                                                                                                                                                                                        

12   Royal Dutch/Shell Group of Companies-Business and Property



---



##### Table of Contents



Number of wells drilling (at December 31, 2001)a,b

|                         |  |             |    |  |             |  |   |       |  |  |     |  |  |       |    |  |     |  |     |  |  |  |    | 
|------------------------ |  | ----------- | -- |  | ----------- |  | - | ----- |  |  | --- |  |  | ----- | -- |  | --- |  | --- |  |  |  | -- | 
|                         |  | Exploration |    |  | Development |  |   | Total | 
|                         |  |             |    |  |             |  |   |      
|                         |  | Gross       |    |  | Net         |  |   | Gross |  |  | Net |  |  | Gross |    |  | Net | 
|                        
|Europe                   |  |             | 3  |  |             |  | 1 |       |  |  | 32  |  |  |       | 12 |  |     |  | 35  |  |  |  | 13 | 
|                        
|                        
|                        
|                        
|Other Eastern Hemisphere |  |             | 8  |  |             |  | 3 |       |  |  | 43  |  |  |       | 18 |  |     |  | 51  |  |  |  | 21 | 
|                        
|                        
|                        
|                        
|USA                      |  |             | 5  |  |             |  | 2 |       |  |  | 24  |  |  |       | 13 |  |     |  | 29  |  |  |  | 15 | 
|                        
|                        
|                        
|                        
|Other Western Hemisphere |  |             | 1  |  |             |  | 1 |       |  |  | 17  |  |  |       | 13 |  |     |  | 18  |  |  |  | 14 | 
|                        
|                         |  |             | 17 |  |             |  | 7 |       |  |  | 116 |  |  |       | 56 |  |     |  | 133 |  |  |  | 63 | 
|                        



|a |  | Including associated companies.                                                                                                                                                                                                                                        
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| 
| 
| 
|b |  | The term gross relates to the total activity in which Group and
associated companies have an interest, and the term net relates to the sum of
the fractional
interests owned by Group companies plus the Group share of associated
companies fractional interests.
| 
| 
| 
| 
|c |  | One thousand acres equals approximately four square kilometres.                                                                                                                                                                                                        

(b)  Major oil and gas interests: regulations and recent developments

Recent developments in countries where Group or associated companies have
exploration and production interests are summarised,
by country, in the following pages. Certain aspects of the legislation,
regulations and agreements affecting the activities of the
significant companies are also included.

Europe

DenmarkA Group company has a 46% non-operator interest in a producing
concession due to expire in 2012, as well as
varying percentage interest in ten (non-operated) exploration licenses.

GermanyA Group company holds a 50% interest in the Brigitta & Elwerath
Betriebsfurungsgesellschaft (BEB) joint venture which
is the major producer of oil and gas in Germany. BEB is also one of the major
transmission and distribution companies in Germany
(see also page 20). Under Germanys Federal Mining Law, exploration permits
used to be granted for an initial period of up to
five years with a possibility of extension of up to three years, depending on
the agreed work commitment. Exploration licensing
procedures are increasingly applying stricter commitments in line with
international standards. On grounds of lack of prospectivity,
the exploration permits can be relinquished prior to expiry date. Production
licences are for up to 50 years, renewable until
depletion of the field. Royalties are determined by the individual German
states; in 2001 the applicable rates were 14%
(0% in 2000) on oil and 24% (17% in 2000) on natural gas.

NetherlandsThe Group share of natural gas and crude oil is produced by
Nederlandse Aardolie Maatschappij B.V. (NAM), 50%
Group interest in a 50:50 joint venture. Much of NAMs gas production is from
its 60% share in the very large onshore Groningen
gas field.

NAMs production of oil and gas is covered by concessions (onshore) and
production licences (offshore). Government participation
in development and production varies between 0% and 50%, depending mainly on
the legislation applicable when the concessions
or licences were granted and whether the participation covered gas or oil.
Production is preceded by a drilling permit (onshore) or
an exploration licence (offshore), the duration of which, since 1997, varies
with the work programme that has to be submitted with
the application for a permit or licence. In practice, this means a period of
about three to ten years, which can be shortened by the

Royal Dutch/Shell Group of Companies-Business and Property   13





---



##### Table of Contents



authorities when the exploration effort falls short of the licence or permit
programme. Upon making a commercial discovery,
a concession (onshore) or production licence (offshore) is granted. The onshore
concessions are not currently limited in time
but the duration of the offshore licenses vary with the estimated production
period  normally a period of 15 to 45 years.

NorwayA/S Norske Shell (Group interest 100%) holds an interest in a number of
Production Licences (PL), three of which
encompass currently producing oil and gas fields, Statfjord area (PL 37,
expiring in 2009), Draugen area (PL 93, expiring in
2024), and Troll area (PL 54, expiring in 2030). A/S Norske Shell also holds
interests in three non-producing licences (PL 208,
PL 209 and PL 250, expiring in 2039, 2041 and 2041 respectively) which straddle
the large undeveloped Ormen Lange gas field
discovered in 1997. Shell International Pipelines Inc. (Group interest 100%)
holds interests in gas transportation and processing
systems (pipelines and terminals). The licence period for these assets expires
in the period from 2010 to 2020.

United KingdomShell U.K. Limited (Group interest 100%) is one of the largest
integrated oil and gas exploration and production
companies operating in the UK. It operates in the North Sea on behalf of a
50:50 joint venture and has interests in the UK Continental
Shelf on behalf of this venture and with other partners.

Most of Shell U.K.s production comes from the North Sea. Natural gas comes
from associated gas in mixed oil and gas fields
in the northern North Sea and gas fields in the southern sector of the North
Sea, whereas crude oil comes from the central and
northern fields, which include the large Brent field. Shell U.K. also has
interests, as a non-operator partner, in another joint venture
in the North Sea in the Atlantic margin, West of Shetlands. Group production in
the West of Shetlands comes from the Schiehallion/
Loyal fields. Licences issued before August 20, 1976 were for an initial period
of six years and, following successful exploration,
were extended for a further 40 years in respect of half the original licence
area. Licences issued between August 20, 1976 and
June 13, 1980 were for an initial period of four years followed by a second
period of three years. In cases of successful
exploration, these licences were extended for a further 30 years after
relinquishment of two-thirds of the acreage. From June 14,
1980, licences were granted for an initial period of six years (nine years for
deepwater) and in successful cases extended for a
further 30 years (40 years for deepwater) in respect of no more than half the
licence area. Licences issued since July 1988 carry
an additional requirement that if, after 12 years of the 30-year period, no
field development has been approved, the licence must
be surrendered. No royalty is payable on production from fields for which
development approval was granted after April 1982.

In April 2002, the Group announced that it had entered into an agreement to
acquire Enterprise Oil plc (Enterprise) in the
UK at a price of £7.25 per share in cash (valuing the total equity at
approximately $5.0 billion), plus assumption of Enterprise
outstanding debt (at December 31, 2001 this was approximately $1.2 billion).
Completion of the transaction is subject to approval
by Enterprise shareholders and regulatory authorities.

Other Eastern Hemisphere

Abu DhabiCrude oil and natural gas liquids are produced by the Abu Dhabi
Company for Onshore Oil Operations in which
a Group companys concessionary share is 9.5% (licence expiry in 2014), arising
from a 23.75% Group interest in the Abu Dhabi
Petroleum Company, which in turn holds a 40% interest in the concession granted
by the Abu Dhabi government. A Group company
has a 15% interest in Abu Dhabi Gas Industries Limited, which extracts propane
and butane, as well as heavier liquid hydrocarbons,
for export sales from wet associated natural gas produced by Abu Dhabi
Petroleum Company.

AustraliaShell Development Australia (SDA) (Group interest 100%) has interests
in some 50 offshore production and exploration
licences in the North-West Shelf (NWS), in the Browse basin and Timor Sea area.
The interests are held by SDA directly, or indirectly
through its shareholding (34%) in Woodside Petroleum Ltd. (Woodside) which is
the operator on behalf of six joint-venture partners
of the NWS gas/condensate and oil fields. (See also page 20.) Gas and
condensate are produced from the North Rankin and
Goodwyn facilities to an onshore treatment and LNG facility at Burrup. Woodside
is also the operator of the producing Laminaria
and Corallina fields situated in the Timor Sea. Together with its partner
Woodside, SDA also has interests in significant liquid-rich
gas fields in the Timor Sea as well as the Browse basin.

SDA is also a participant in another joint venture that carries out exploration
and production operations in the NWS region.
As party to this joint venture, SDA has non-operator interest (ranging from
12.5 to 28.57%) in the significant gas reserves known
as greater Gorgon, which are situated west of Barrow Island.

14   Royal Dutch/Shell Group of Companies-Business and Property





---



##### Table of Contents



Shells proposal with Woodside to merge certain assets into Woodside in return
for an increased shareholding in the Company
was rejected by the Australian government in 2001.

BruneiA Group company is a 50% shareholder in Brunei Shell Petroleum Company
Sendirian Berhad (the other 50% shareholder
being the Brunei Government). The company, which has renewable long-term oil
and gas concession rights both onshore and
offshore Brunei, sells most of its natural gas production to Brunei LNG
Sendirian Berhad (Group interest 25%). (See also page 20.)

Democratic Republic of CongoThe Group has reached agreement to sell its share
in Shell Lirex and Shell Kirex which held
45% non-operator interest in East-Mibale, Liawenda-Kinkasi and Maunda-Banana
concessions.

EgyptShell Egypt (Group interest 100%) participates in four exploration
concessions (operator in three and non-operator in Rosetta)
and in five development leases (operator in four and non-operator in Rashid).
All concessions and leases are granted on the basis
of production-sharing agreements. Included in Shell Egypts portfolio is a 63%
interest in the North East Mediterranean Deepwater
concession (NEMED). Shell Egypt has a 50% interest in Badr Petroleum Company
(Bapetco), a joint venture company with the
Egyptian General Petroleum Corporation (the Egyptian national oil company).
Bapetco operates two producing fields, Badr El Din
and Obaiyed. During 2001, the Group farmed out 12% interest in NEMED in
exchange for 50% interest in Block PM 301/302 in
Peninsula Malaysia (see under Malaysia below).

GabonShell Gabon (Group interest 75%) has interests in six onshore mining
concessions/exploitation permits, two of which
(Rabi/Kounga and Gamba/Ivinga) are operated by the company. The Rabi/Kounga
concession expires in 2007, Gamba/Ivinga
in 2042; all other concessions expire between 2010 and 2018. Production in
Gabon is dominated by the Rabi field, which is
operated by Shell Gabon holding 42.5% equity in the field. Shell Gabons
portfolio also includes four exploration permits, one
around the Gamba/Ivinga concession, two near the Rabi field, and one directly
offshore Libreville.

Two Group companies Shell Offshore North Gabon BV (SONG) and Shell Offshore
Gabon BV (SOSG) hold seven permits in
the Ultra Deep water areas in the north and south.

MalaysiaFour 100%-owned Group companies have production-sharing contracts with
the state oil company Petronas. In most
of these contracts Petronas Carigali Sendirian Berhad (PCSB), a 100% Petronas
subsidiary, is the sole joint venture partner. One
Group company, Sarawak Shell Berhad (SSB) is the operator, with a 50% equity
stake, of five non-associated producing gas fields.
The majority of the gas is supplied to Malaysian LNG Sendirian Berhad (Group
interest 15%) for deliveries of liquefied natural gas
to customers mainly in Japan and Korea (see page 20). SSB operates one oil
field (D35) and has a 50% equity stake in the non-operated Baram Delta production-sharing contract. SSB has exploration interests
in the deepwater SK-E block and shallow-water
blocks SK-307, SK-308 and SK-8. SSB also holds exploration acreage in SB-301,
SB-J and the deepwater block SB-G. Sabah
Shell Petroleum Company (SSPC) operates five producing fields in Sabah waters
of which Kinabalu (80% equity share) is the
largest. In 2001, SSPC and Shell Sabah Selatan Sdn Bhd (SSS), secured a new
production-sharing contract for the exploration
and production in Block SB-303, offshore Sabah.

Shell Exploration and Production Malaysia (SEPM) operates an exploration
license in Peninsula Malaysia (PM-303). During 2001
the Group farmed in 50% interest in Block PM 301/302 in Peninsula Malaysia in
exchange for 12% interest in the North East
Mediterranean Deepwater concession in Egypt (see above).

NamibiaShell Exploration and Production Namibia BV (SEPN) (Group interest
100%) has 75% interest in and is operator of the
Kudu gas field offshore Namibia.

New ZealandShell New Zealand BV (SNZ) (Group interest 100%) has 87.5% interest
in the production licences for the large
offshore Maui gas field, in which Pecten International (Group interest 100%)
has a further 6.25% indirect interest, and a 50%
interest in the onshore Kapuni gas field. The gas produced is sold
domestically, mainly under long-term contracts. SNZ also has
interests of up to 50% in other exploration licence areas in the Taranaki
Basin. All of these interests are operated by Shell Todd Oil
Services Ltd (Group interest 50%).

The acquisition of Fletcher Challenge Energy was completed in 2001. As a
condition of the New Zealand Commerce Commission
granting approval for the transaction, the Group was required to divest a
number of New Zealand interests.

Royal Dutch/Shell Group of Companies-Business and Property   15





---



##### Table of Contents



NigeriaThe Shell Petroleum Development Company of Nigeria Ltd. (SPDC) (Group
interest 100%) is operator of a joint venture
(Group interest 30%) with the Nigerian National Petroleum Corporation and two
other companies. The ventures offshore oil and
gas mining leases expire in 2008 and its onshore leases in 2019.

Shell Nigeria Exploration and Production Company (SNEPCO) (Group interest 100%)
operates production-sharing contracts with
30-year terms with a 55% equity for two deepwater blocks (OML-118 and OPL-219).
SNEPCO also has non-operator interests in
four other deepwater blocks (OPL-209, OPL-316, OPL-211 and OPL-250). In 2001
SNEPCO announced two significant oil finds:
Bonga-SW in OML-118 and Bolia in OPL-219.

OmanA Group company has a 34% interest in Petroleum Development Oman (PDO),
which is the operator of an oil concession
expiring in 2012, or at such a later date as the Government and the 40%
concession-owning company Private Oil Holdings Oman Ltd.
(in which a Group company has an 85% shareholding) may agree. A Group company
holds a 100% interest in Shell Deepwater
Oman which is exploring offshore Oman in Block-18.

Gas Investment and Services Company Ltd. (GISCO) (in which a Group company has
an 85% shareholding) holds a gas operating
agreement which appoints PDO as the operator for any gas discovered in central
Oman until 2024, with provisions for extension
upon agreement with the Government. The first major central Oman gas project
involves the supply of gas to customers in the Sur
area of north-east Oman, the largest of which is Oman LNG (Group interest 30%)
(see page 21). The upstream investment required
to develop and supply the gas is being provided to the Government by GISCO.

PhilippinesTwo Group companies hold interests in the deepwater block SC-38
which includes the Malampaya gas field. Shell
Philippines Exploration B.V. (SPEX) holds 20% and is operator and Shell
Philippines LLC holds 25%. In 2001, production began from
Malampaya. The combined gas and power project will provide about 30% of the
power generation requirements of the Philippines.

SyriaGroup companies have interests varying from 62.5% to 66.7% in five
production-sharing contracts with the Government and
with the state-owned Syrian Petroleum Company (SPC). Under the contracts, they
have certain rights and obligations in respect of
the production of petroleum. Three contracts (Ash Sham, Deir Ez-Zor and Fourth
Annex expiring between 2008 and 2014) concern
development activities. In addition, Group companies are parties to a gas
utilisation agreement with the Government and SPC for
the collection and processing of natural gas from the contract areas for use in
Syrian power generation and other industrial plants.

USA

Shell Oil Company (Group interest 100%) produces crude oil, natural gas and
natural gas liquids principally in the Gulf of Mexico,
California, Texas and Michigan. The majority of Shell Oils oil and gas
production interests are acquired under leases granted by
the owner of the minerals underlying a relevant acreage (including many leases
for federal onshore and offshore tracts). Such leases
are generally obtained for an initial fixed term that is automatically extended
by the establishment of production for so long as
production continues, subject to compliance with the terms of the lease
(including, in the case of federal leases, extensive
regulations imposed by federal law).

In the Gulf of Mexico new production began from the deepwater fields Brutus,
Serrano, Oregano, Crosby and Einset.

Shell Oil holds a 51.8% interest in the Aera Energy LLC joint venture, holding
exploration and production assets in California.
This venture is accounted for using the equity method of accounting.

Shell Oil acquired McMurry Energy Company, with primary holdings in the Green
River Basin of Wyoming.

Other Western Hemisphere

BrazilShell Brasil S.A. (Group interest 100%) has interests in seven deepwater
exploration blocks  three operated (BC-10, BS-4
and BM-C-10) and four non-operated (BC-2, BM-C-14, BM-S-8 and BM-FZA-1). Group
interest in these blocks ranges from 12.5%
to 65%. Shell Brasil S.A. and partners discovered hydrocarbons in five out of
nine initial exploration wells. Shell Brasil S.A.
announced a successful appraisal well and production test on an oil discovery
in block BS-4.

16   Royal Dutch/Shell Group of Companies-Business and Property





---



##### Table of Contents



The Group retains an interest through Pecten International (Group interest
100%) in the revenue stream from the producing offshore
Merluza gas field.

CanadaShell Canada (Group interest 78%) is a major producer of natural gas,
natural gas liquids and sulphur. The majority of
its gas production comes from Alberta and the Sable gas field offshore Nova
Scotia (Shell Canada has 34% interest in the onshore
assets and 31% interest in the offshore assets). A large proportion of its
natural gas production requires complex treatment to be
marketable; however, the treatment yields substantial volumes of natural gas
liquids and sulphur. Exploration rights in Canada are
generally granted for terms ranging from one to nine years. Subject to certain
conditions, exploration rights can be converted to
production leases, which may be extended as long as there is commercial
production pursuant to the lease. Shell Canada produces
heavy oil through thermal recovery in the Peace River project.

Shell Canada holds 60% interest in the Athabasca Oil Sands Project (AOSP) under
a joint venture agreement to develop and
produce syncrude from oil sand leases in northern Alberta. The AOSP is
comprised of the following:



| |  | The Muskeg River mine, which is located 75 kilometres north of Fort
McMurray, Alberta. Basic mining equipment will be
used to excavate the oil sands, as well as advanced extraction
technologies to separate the bitumen from the sands. It is
expected to produce 155,000 barrels of bitumen a day, approximately 10% of
Canadas oil supply.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The Scotford upgraderwhich is being constructed adjacent to Shell
Canadas existing Scotford refinery north of Fort
Saskatchewan, Alberta. The Scotford upgrader will process the bitumen from
the Muskeg River mine into a range of premium,
synthetic crude oils and will be operated by Shell Canada.                                       

VenezuelaShell Venezuela S.A. (Group interest 100%) holds an Operating Service
Agreement (expiring 2013) with a subsidiary
of the state oil company, Petroleos de Venezuela, to develop and produce the
Urdaneta West Unit in Lake Maracaibo.

(c)  Other oil and gas interests: recent developments

AngolaShell Development Angola B.V. (SDAN) has an interest of 50% in Block 18
and of 10% in Block 21. During 2001, a 15%
interest in Block 34 was acquired. Exploration drilling in 2001 resulted in two
oil discoveries in Block 18.

ArgentinaShell Compania Argentina de Petroleo (CAPSA) ( Group interest 100%)
holds an interest with rights to operatorship and
51.25% of production in the CNO-4 Exploration Permit Rio Colorado and Valle
Morado Exploitation Lot. In addition, CAPSA holds
a 22.5% interest in the Acambuco concession. In 2001, production began from the
San Pedrito field within the Acambuco concession.

Also during 2001, CAPSAs 40% non-operator interest in the oil-producing La
Ventana/Rio Tunuyan Concession was divested.

AzerbaijanThe Group holds a 25% interest in non-operated Inam licence,
offshore Azerbaijan.

BangladeshA Group company holds a 50% interest in and is operator of Blocks 15
and 16; a 37.5% interest in the producing
Sangu gas field (located in Block 16) and a 22% interest in Block 7. A joint
venture including a Group company holds Block 5 and
Block 10 (Group interest 45%). During 2001, production-sharing contracts for
Blocks 5 and 10 were finalised and a Group company
was designated as operator of the joint venture.

CameroonPecten Cameroon Company (PCC) (Group interest 80%) has 40% working
interest in a PCC operated property (Lokele),
24.5% interest in non-operated property (Rio del Rey) and 25% interest in
exploratory opportunities with the state (SNH) and
another partner.

ChinaGroup Companies (Shell China Exploration & Production Company (SCEP),
formerly Shell Exploration China Limited, and
Pecten Orient China) hold a 47.5% interest in the offshore South China Sea
Block 15/22 (Xijiang 30-2 producing field) and 24.5%
in Block 15/11 (Xijiang 24-1 & 24-3 producing fields). In addition, SCEP
operates an exploration licence to the north of the
Xijiang fields (Block 15/12). SCEP also holds 100% of the contractors interest
in the Changbei Petroleum Contract with CNPC,
to assess the development potential of the Changbei gas field in the Ordos
Basin of western onshore China.

Royal Dutch/Shell Group of Companies-Business and Property   17





---



##### Table of Contents



IndiaA Group company holds a 50% interest in the production-sharing contract
for the Rajisthan Block RJ-ON-90/1 (25 years
expiring in 2020). The national oil company, ONGC, has rights under the
contract to exercise an option on a 30% interest during
the production phase of the venture.

IranA Group company has an agreement with the National Iranian Oil Company
(NIOC) to develop the Soroosh and Nowrooz
field in the northern Persian Gulf. This Group company will establish
operations with a view to handing over operatorship to NIOC
once full production has been reached.

KazakhstanA Group company holds a 14.286% interest in the North Caspian
Production Sharing Agreement in respect of some
6,000 km2 offshore in the Kazakhstan sector of the Caspian Sea. During 2001,
the Group exercised its pre-emptive right to acquire
additional interest in the North Caspian joint venture which would increase its
share to 16.67%.

MoroccoA Group company, Shell Recherches et Exploitation Maroc B.V. (SRM),
obtained an exploration licence for five deepwater
blocks named Rimella effective February 2001. The Exploration contract calls
for 7% royalty on oil and 3.5% royalty on gas.

The exploration licence is for a period of two years with two extensions of two
years subject to a minimum work commitment.

PakistanIn 2001 the Group completed an asset exchange of its 49.9% interest in Premier and Shell Pakistan BV (PSP) for increasing
its interest from 20% to 28% in the Bhit Development and Production Lease and for 33.25% interest in the Kirthar Exploration
licence.

RussiaA Group company holds 55% interest in Sakhalin Energy Investment Company
Ltd. Seasonal oil production continued from
the Molikpaq facility on the Piltun field, offshore Sakhalin Island. The
planned next steps will be the full development of the Piltun oil
field and Lunskoye gas field including an LNG plant in the south of Sakhalin
Island for export to the Asia-Pacific LNG markets.

During 2001 the Caspian Pipeline Consortium (CPC) (Group interest 3.675%)
completed construction and began operation of a
marine terminal at Novorossiysk and a 1,500-kilometre pipeline between Russias
Black Sea coast and some oil fields in north-west
Kazakhstan.

Salym Petroleum Development (Group interest 50%) has the licence to develop the
Salym fields.

Saudi ArabiaDuring 2001, the Group signed two core venture agreements, Core
Venture 3 (projects in South Rub al Khali
and Shaybah areas; Group interest 40% and appointed project leadership) and
Core Venture 1 (South Ghawar gas development
and related projects; Group interest 25%).

18   Royal Dutch/Shell Group of Companies-Business and Property





---



##### Table of Contents



2 Gas & Power

The Gas & Power business encompasses: processing, selling and delivering
natural gas by long-distance pipeline and  in liquefied
form  by tanker; selling and delivering the liquid by-products of natural gas
processing and Gas to Liquids conversion; marketing
and trading of natural gas and electricity; wholesaling and retailing to
industrial and commercial customers; and developing and
operating independent power plants.

Processing

Location, Group interest in plantsa and capacity (at December 31, 2001)

|                               |  |                          |  |  |     |          |  |               |        |  |  | 
|------------------------------ |  | ------------------------ |  |  | --- | -------- |  | ------------- | ------ |  |  | 
|                               |  |                          |  |  |     | Group    |  | 100% capacity
|                               |  |                          |  |  |     | interest |  | million cubic
|Natural gas processing plantsb |  |                          |  |  |     | %        |  | feet dailyc  
|                              
|Europe                         |  |                          |  |  |     |          |  |               |        |  |  | 
|                              
|                              
|                              
|                              
|Norway                         |  | Kaarstø                  |  |  | 5   |          |  |               | e      | 
|                              
|                              
|                              
|                              
|                               |  | Kollsnes                 |  |  | 8   |          |  |               | 3,500  | 
|                              
|                              
|                              
|                              
|UK                             |  | Bacton, Norfolk          |  |  | 50  |          |  |               | 3,016  | 
|                              
|                              
|                              
|                              
|                               |  | St Fergus, Aberdeenshire |  |  | 50  |          |  |               | 1,543  | 
|                              
|                              
|                              
|                              
|                               |  | Mossmorran, Fifed        |  |  | 50  |          |  |               | e      | 
|                              
|Middle East                    |  |                          |  |  |     |          |  |               |        |  |  | 
|                              
|                              
|                              
|                              
|Abu Dhabi                      |  | Asab                     |  |  | 15  |          |  |               | 306    | 
|                              
|                              
|                              
|                              
|                               |  | Bab                      |  |  | 15  |          |  |               | 150    | 
|                              
|                              
|                              
|                              
|                               |  | Bu Hasa                  |  |  | 15  |          |  |               | 512    | 
|                              
|                              
|                              
|                              
|                               |  | Ruwaisd                  |  |  | 15  |          |  |               | e      | 
|                              
|Asia-Pacific                   |  |                          |  |  |     |          |  |               |        |  |  | 
|                              
|                              
|                              
|                              
|Australia                      |  | Karratha                 |  |  | 22  |          |  |               | 2,100f | 
|                              
|                              
|                              
|                              
|New Zealand                    |  | Oaonuid                  |  |  | 94  |          |  |               | 700    | 
|                              
|USA                            |  |                          |  |  |     |          |  |               |        |  |  | 
|                              
|                              
|                              
|                              
|Alabama                        |  | Yellowhammer             |  |  | 64  |          |  |               | 200    | 
|                              
|                              
|                              
|                              
|Michigan                       |  | Kalkaska                 |  |  | 100 |          |  |               | 350    | 
|                              
|Canada                         |  |                          |  |  |     |          |  |               |        |  |  | 
|                              
|                              
|                              
|                              
|Alberta                        |  | Burnt Timber             |  |  | 64  |          |  |               | 96     | 
|                              
|                              
|                              
|                              
|                               |  | Caroline                 |  |  | 56  |          |  |               | 123    | 
|                              
|                              
|                              
|                              
|                               |  | Jumping Poundd           |  |  | 78  |          |  |               | 161    | 
|                              
|                              
|                              
|                              
|                               |  | Watertond                |  |  | 78  |          |  |               | 187    | 
|                              
|                              
|                              
|                              
|                               |  | Wildcat Hills            |  |  | 27  |          |  |               | 106    | 
|                              
|                              
|                              
|                              
|Nova Scotia                    |  | Goldboro                 |  |  | 27  |          |  |               | 508    | 
|                              

|                                   |  |           |  |  |    |          |  |                |      |  |  | 
|---------------------------------- |  | --------- |  |  | -- | -------- |  | -------------- | ---- |  |  | 
|                                   |  |           |  |  |    | Group    |  | 100% capacity 
|                                   |  |           |  |  |    | interest |  | million tonnes
|Liquefied natural gas (LNG) plants |  |           |  |  |    | %        |  | a year        
|                                  
|Africa                             |  |           |  |  |    |          |  |                |      |  |  | 
|                                  
|                                  
|                                  
|                                  
|Nigeria                            |  | Bonny     |  |  | 26 |          |  |                | 5.9  | 
|                                  
|Middle East                        |  |           |  |  |    |          |  |                |      |  |  | 
|                                  
|                                  
|                                  
|                                  
|Oman                               |  | Qalhat    |  |  | 30 |          |  |                | 6.6  | 
|                                  
|Asia-Pacific                       |  |           |  |  |    |          |  |                |      |  |  | 
|                                  
|                                  
|                                  
|                                  
|Australia                          |  | Karratha  |  |  | 22 |          |  |                | 7.5  | 
|                                  
|                                  
|                                  
|                                  
|Brunei                             |  | Lumut     |  |  | 25 |          |  |                | 7.1  | 
|                                  
|                                  
|                                  
|                                  
|Malaysia                           |  | Bintulu   |  |  | 15 |          |  |                | 17.0 | 
|                                  
|Regasification terminal            |  |           |  |  |    |          |  |                |      |  |  | 
|                                  
|Europe                             |  |           |  |  |    |          |  |                |      |  |  | 
|                                  
|                                  
|                                  
|                                  
|Belgium                            |  | Zeebrugge |  |  | 17 |          |  |                | 3.9  | 
|                                  

|                              |  |      |    |  |      |  |    |      |  |   |      |  |  |      |    |  |  |  |    | 
|----------------------------- |  | ---- | -- |  | ---- |  | -- | ---- |  | - | ---- |  |  | ---- | -- |  |  |  | -- | 
|Utilisation of plant capacity |  |      |    |  |      |  |    |      |  | % |     
|                             
|                              |  | 2001 |    |  | 2000 |  |    | 1999 |  |   | 1998 |  |  | 1997 |   
|                             
|Liquefied natural gas (LNG)   |  |      | 92 |  |      |  | 89 |      |  |   | 93   |  |  |      | 89 |  |  |  | 94 | 
|                             

|a |  | Percentage rounded to nearest whole percentage point where appropriate.                                              
|- |  | ---------------------------------------------------------------------------------------------------------------------
| 
| 
| 
| 
|b |  | Plants with capacities of at least 100 million cubic feet daily of
natural gas,
and excluding basic separation units.
| 
| 
| 
| 
|c |  | One million cubic feet daily is approximately equivalent to 26,700
cubic
metres daily.                               
| 
| 
| 
| 
|d |  | Plants with fractionation facilities.                                                                                
| 
| 
| 
| 
|e |  | Fractionation plants processing NGL feedstock only.                                                                  
| 
| 
| 
| 
|f |  | Landed gas capacity for LNG, domestic gas and LPG processing.                                                        

Royal Dutch/Shell Group of Companies-Business and Property   19



---



##### Table of Contents



Europe

BelgiumA 16.7% Group interest is held in both Distrigaz, now a Belgian gas
commercial and trading company, and Fluxys,
into which its pipeline and transportation interests have recently been
transferred.

GermanyBrigitta & Elwerath Betriebsfurungsgesellschaft (BEB), a venture in
which a Group company holds a 50% interest, is not only
the major producer of oil and gas in Germany, but also one of the countrys
major gas transmission companies. Group companies have
minority shareholdings in major gas transmission and distribution companies,
including Ruhrgas (14.7%), Thyssengas (25%), Avacon
(2.2%, through Ferngas Salzgitter), Erdgas Munster (15%), Verbundnetz Gas
(10.7%) and Hamburger Gas Werke (5.1%) and in pipeline
companies METG, SETG and NETG.

NetherlandsContracts between Nederlandse Gasunie (Group interest 25%) and
customers in Europe will provide for long-term sales
of Dutch gas well into this century. In 2001, Gasunie sold 80 billion cubic
metres of gas for both export and domestic consumption.

United KingdomA wholly Group-owned gas marketing and trading company, Shell
Gas Direct, maintained its market position
during 2001, selling around 2.5 billion cubic metres of gas in the industrial
and commercial market, and a small but increasing
volume of electricity. Shell Energy (Group interest 100%) was established in
1999 and began trading and marketing electricity
in Europe and Shell Gas Direct was moved into Shell Energy at the end of 2000.

Other Eastern Hemisphere

AustraliaA Group company directly and indirectly has a 22.4% interest in the
liquefied natural gas (LNG) export phase and
a 25.5% interest in the domestic gas phase of a joint venture formed to develop
the gas fields of the North-West Shelf (NWS)
(see page 14). Sale and purchase agreements with eight Japanese utilities call
for the supply of LNG at an annual rate of some 7.3 million
tonnes a year, equivalent to some 27 million cubic metres of gas a day. During
2001, the NWS joint venture partners committed
to an expansion of the LNG plant through the construction of a fourth train
with a 4.2 million tonnes capacity a year. This is based
on binding Letters of Intent with existing and new Japanese utility customers.
The new train is planned to start up in 2004.

The Gorgon area joint venture partners (Group interest 28.6%) are considering
various LNG project options, ranging from
agreement with the NWS joint venture, to the Gorgon Offshore LNG Development
(GOLD), and domestic gas alternatives.

A wholly-owned Group company is also involved in a number of licences offshore
Darwin in the Northern Territory with opportunities
for both domestic gas and LNG export. The Sunrise gas fields are the most
mature of these licences with a proposal to develop these
fields using Shells floating LNG technology currently being considered by the
joint venture partners. A decision on the development
of these fields is expected in 2002.

BruneiGas is liquefied and sold to customers in Japan and Korea by Brunei LNG
Sendirian Berhad (Group interest 25%).
In March 1993 the contract to supply LNG to three power and gas utilities in
Tokyo and Osaka was extended for a further
20 years at an increased sales quantity of some 5.5 million tonnes a year 
equivalent to approximately 22 million cubic metres
a day. In 2001, the total sales quantity to Japan and Korea was some 6.9
million tonnes a year. The LNG continues to be delivered
in the fleet of LNG vessels owned by Brunei Shell Tankers Sendirian Berhad
(Group interest 50%), supplemented by a chartered
LNG vessel. An eighth vessel is under construction by Brunei Gas Carriers
Sendirian Berhad (Group interest 10%).

MalaysiaExports of LNG from Sarawak by Malaysia LNG Sendirian Berhad (Group
interest 15%) began in January 1983 to
two Japanese customers. The contract delivery rate was increased to 7.6 million
tonnes of LNG a year (approx. 28 million cubic
metres a day) in 1993. Three additional liquefaction trains (Group interest
15%) came on stream at the end of 1995, doubling
capacity to some 17 million tonnes a year, with customers in Japan, South Korea
and Taiwan. For the export volume, gas is
supplied from fields operated by Group companies (see page 15). A third
expansion to the Bintulu facilities, MLNG Tiga
(Group interest 15%), is under construction and the output is currently being
marketed.

Adjacent to the LNG facilities is a Gas to Liquids plant, operated by Shell MDS
(Malaysia) Sendirian Berhad (Group interest
71.8%). This plant converts approximately three million cubic metres a day of
natural gas into some 12,500 barrels a day high-quality middle distillates and other products using Shell-developed technology.
First commercial production of middle distillates and
solvents from the plant occurred during 1993 using feedstock from offshore gas
fields. Following an incident in late 1997, the plant

20   Royal
Dutch/Shell Group of Companies  Business and Property





---



##### Table of Contents



re-started successfully in mid 2000. A full range of liquid and wax products is
being sold into speciality markets in Asia-Pacific,
the USA and Europe.

NigeriaA LNG plant owned by Nigeria LNG Limited (NLNG) (Group interest 25.6%)
started up in October 1999. The plant
produces some 5.8 million tonnes of LNG a year for export under long-term
contracts to customers in Europe. A final investment
decision was taken in February 1999 by the shareholders of NLNG to expand the
existing project, through the construction of
an additional 2.9 million tonnes per annum LNG train and associated facilities.
This is scheduled for completion in late 2002.
LNG volumes from the expansion have been sold under long-term contracts to
existing customers. In the first quarter of 2002,
NLNG committed to a further two-train expansion, the NLNG Plus project to
supply US and European markets. NLNG Plus will
increase NLNGs production of LNG to about 16.7 million tonnes a year in
2005/6.

OmanA 6.6 million tonnes a year LNG plant owned by Oman LNG (Group interest
30%) commenced operations in April 2000.
LNG is sold to Korea, Japan and India.

RussiaA Group company holds a 55% interest in Sakhalin Energy Investment Company Ltd. (Sakhalin Energy). Following
the successful first phase oil development, the planned second phase includes construction, in the south of Sakhalin Island,
of a two-train LNG plant with 9.6 million tonnes a year capacity for export to
the Asia-Pacific LNG markets. (see page 18).

USA

During 2001, Gas & Power in the USA conducted business in the following areas:
transportation of natural gas through offshore
pipelines in the Gulf of Mexico, power equity investments, holding of LNG
capacity rights in US import terminals, gas storage and
arbitrage activities in Texas, natural gas marketing and trading in the USA and
Canada, power marketing and trading in the USA,
and energy management services.

In 2001, Shell US Gas & Power (Group interest 100%) divested the remaining
non-strategic onshore pipeline assets in the USA.
It manages the offshore pipelines in the Gulf of Mexico, an equity position in
Enterprise Product Partners, an equity position in
Tenaska Gateway power plant in Texas, and long-term gas transportation
contracts in Canada. In addition, Gas & Power grew
its interest in LNG import capacity with contracts acquired by Shell North
America LNG for capacity rights through Cove Point
and Elba Island terminals.

Following the acquisition by InterGen (see page 22) of 30% interest in Coral
Energy Holdings, Shell Trading continued to operate and
manage all of Corals gas storage and arbitrage activities in Texas, natural
gas marketing and trading in the USA and Canada, power
marketing and trading in the USA, and energy management services. In the first
quarter of 2002, Kinder Morgan purchased InterGens
Tejas gas pipeline and storage system.

Other Western Hemisphere

BoliviaIn 1997, a Group company acquired a 25% stake in Transredes, an oil and
gas pipeline company. In 1999, gas exports
to Brazil commenced through a pipeline owned by GTB, a Transredes subsidiary in
which the Group has a 29.75% stake.

BrazilIn 1997, Group companies acquired a minority stake in Comgas, a
Brazilian natural gas distribution company in the state
of São Paulo. In 1998, an interest (2530%) was acquired in a power station and
associated gas supply pipeline at Cuiaba in
western Brazil. In the same year an agreement was signed with Petrobras to
develop an LNG import terminal in north-east Brazil.
In 1999, a joint venture was formed with BG International that successfully bid
for the final  and controlling  block of Comgas
(total Group interest now 18.2%). The first phase of the Cuiaba plant (150
megawatt (MW), diesel-fired) has become commercially
operational with 480 MW fully gas-fired expected in 2002. In 2000, Group
companies, jointly with Enron, acquired the Transredes
interests in the Cuiaba pipeline and power plant (Group interest in the various
project entities now average 37%).

Royal Dutch/Shell Group of
Companies  Business and Property   21





---



##### Table of Contents



InterGen

InterGen is a major international developer of private power projects in which
the Group has a 68% equity interest. InterGen
brought four new facilities into operation in 2001, bringing the total
generating capacity to 3.0 gigawatt (GW) (net equity interest)
at year-end. (This includes its operating capacity in the USA, UK, Australia
and China.) At the end of December 2001, the
company had interests in 11 power stations under construction, whose capacities
total 8.6GW (net equity interest), in the UK,
Turkey, Egypt, Australia, Mexico and the USA. Three projects in the USA secured
financing in 2001. Further power stations,
with a total capacity of 6.9GW (net equity interest), are under active
development in the USA, Brazil and the Netherlands.

3 Oil Products

(a) General

The Oil Products business encompasses sales and marketing of transportation
fuels, lubricants, speciality products and technical
services, together with refining, supply, trading and shipping of crude oil and
petroleum products. Oil Products serves over 25
million customers a day through some 56,000 service stations, and more than one
million industrial and commercial customers.

(b) Refining

At the end of 2001 Group companies have 23 refineries (excluding luboil plants
at Pililla in the Philippines and Kaohsiung in
Taiwan) operating in 15 countries. Group refineries with a crude distillation
capacity exceeding 200,000 barrels a day (b/d)
(on a 100% capacity basis) are at the following locations:

|            |  |                    |  |              |        
|----------- |  | ------------------ |  | ------------ | -------
|Country     |  | Location           |  | Capacity b/d
|           
|Netherlands |  | Pernis             |  |              | 416,000
|           
|           
|           
|           
|Singapore   |  | Pulau Bukom        |  |              | 458,000
|           
|           
|           
|           
|UK          |  | Stanlow            |  |              | 233,000
|           
|           
|           
|           
|USA         |  | Deer Park (Texas)a |  |              | 334,000
|           

|a |  | Group interest: 50%.
|- |  | --------------------

In addition, outside of the USA, associated companies have 22 refineries in 18
countries  including four in Japan  with a total
100% nominal capacity at the end of 2001 of 1.8 million barrels a day (Group
share: 0.5 million barrels a day). In the USA,
in addition to Deer Park, the Group had a share in the four refineries of
Equilon Enterprises LLC (Group interest 56%) and the four
refineries of Motiva Enterprises LLC (Group interest 30%). In aggregate, the
Group share of the nominal capacity of the Equilon
and Motiva refineries at the end of 2001 was 0.5 million barrels a day. In
2002, the Group interest in Equilon and Motiva has
risen to 100% and 50% respectively. (See page 28.)

22   Royal Dutch/Shell Group of Companies-Business and Property





---



##### Table of Contents



Cost of crude oil processed or consumed
(including upstream margin on crude supplied by Group and associated exploration and production companies)

| |  |      |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |              |       | 
| |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- |  |  | ---- | ----- |  |  | ------------ | ----- | 
| |  |      |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  | $ per barrel |      
|
| |  | 2001 |       |  | 2000 |  |       | 1999 |  |  | 1998  |  |  | 1997 |      
|
| |  |      | 23.56 |  |      |  | 27.50 |      |  |  | 17.58 |  |  |      | 12.58 |  |  |              | 18.88 | 
|

|                                          |  |                         | 
|----------------------------------------- |  | ----------------------- | 
|Operable crude oil distillation capacitya |  | thousand barrels dailyb | 
|                                         

|                         |  |      |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|------------------------ |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- |  |  | ---- | ----- |  |  |  | ----- | 
|                         |  | 2001 |       |  | 2000 |  |       | 1999 |  |  | 1998  |  |  | 1997 |      
|                        
|Europe                   |  |      | 1,400 |  |      |  | 1,395 |      |  |  | 1,546 |  |  |      | 1,591 |  |  |  | 1,602 | 
|                        
|                        
|                        
|                        
|Other Eastern Hemisphere |  |      | 1,155 |  |      |  | 1,099 |      |  |  | 1,073 |  |  |      | 1,072 |  |  |  | 1,070 | 
|                        
|                        
|                        
|                        
|USA                      |  |      | 252   |  |      |  | 222   |      |  |  | 222   |  |  |      | 324   |  |  |  | 988   | 
|                        
|                        
|                        
|                        
|Other Western Hemisphere |  |      | 398   |  |      |  | 372   |      |  |  | 371   |  |  |      | 364   |  |  |  | 370   | 
|                        
|                         |  |      | 3,205 |  |      |  | 3,088 |      |  |  | 3,212 |  |  |      | 3,351 |  |  |  | 4,030 | 
|                        

|                     |  |                         | 
|-------------------- |  | ----------------------- | 
|Crude oil processedc |  | thousand barrels dailyb | 
|                    

|                                    |  |      |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|----------------------------------- |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- |  |  | ---- | ----- |  |  |  | ----- | 
|                                    |  | 2001 |       |  | 2000 |  |       | 1999 |  |  | 1998  |  |  | 1997 |      
|                                   
|Europe                              |  |      | 1,309 |  |      |  | 1,337 |      |  |  | 1,531 |  |  |      | 1,602 |  |  |  | 1,657 | 
|                                   
|                                   
|                                   
|                                   
|Other Eastern Hemisphere            |  |      | 933   |  |      |  | 899   |      |  |  | 918   |  |  |      | 968   |  |  |  | 1,065 | 
|                                   
|                                   
|                                   
|                                   
|USA                                 |  |      | 218   |  |      |  | 196   |      |  |  | 188   |  |  |      | 282   |  |  |  | 984   | 
|                                   
|                                   
|                                   
|                                   
|Other Western Hemisphere            |  |      | 361   |  |      |  | 355   |      |  |  | 352   |  |  |      | 355   |  |  |  | 351   | 
|                                   
|                                    |  |      | 2,821 |  |      |  | 2,787 |      |  |  | 2,989 |  |  |      | 3,207 |  |  |  | 4,057 | 
|                                   
|Group share of
associated companies |  |      | 963   |  |      |  | 1,117 |      |  |  | 1,139 |  |  |      | 1,072 |  |  |  | 487   | 
|                                   

|                                                                       |  |  |  
|---------------------------------------------------------------------- |  |  | -
|Crude oil distillation unit intake as percentage
of operable capacityd |  |  | %
|                                                                      

|                         |  |      |    |  |      |  |    |      |  |  |      |  |  |      |     |  |  |  |     | 
|------------------------ |  | ---- | -- |  | ---- |  | -- | ---- |  |  | ---- |  |  | ---- | --- |  |  |  | --- | 
|                         |  | 2001 |    |  | 2000 |  |    | 1999 |  |  | 1998 |  |  | 1997 |    
|                        
|Europe                   |  |      | 95 |  |      |  | 97 |      |  |  | 99   |  |  |      | 101 |  |  |  | 104 | 
|                        
|                        
|                        
|                        
|Other Eastern Hemisphere |  |      | 90 |  |      |  | 85 |      |  |  | 90   |  |  |      | 93  |  |  |  | 101 | 
|                        
|                        
|                        
|                        
|USA                      |  |      | 86 |  |      |  | 88 |      |  |  | 86   |  |  |      | 87  |  |  |  | 100 | 
|                        
|                        
|                        
|                        
|Other Western Hemisphere |  |      | 94 |  |      |  | 98 |      |  |  | 97   |  |  |      | 97  |  |  |  | 95  | 
|                        
|Worldwide                |  |      | 92 |  |      |  | 92 |      |  |  | 95   |  |  |      | 97  |  |  |  | 101 | 
|                        

|                            |  |                         | 
|--------------------------- |  | ----------------------- | 
|Refinery processing intakee |  | thousand barrels dailyb | 
|                           

|                         |  |      |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|------------------------ |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- |  |  | ---- | ----- |  |  |  | ----- | 
|                         |  | 2001 |       |  | 2000 |  |       | 1999 |  |  | 1998  |  |  | 1997 |      
|                        
|Crude oil                |  |      | 2,821 |  |      |  | 2,787 |      |  |  | 2,989 |  |  |      | 3,207 |  |  |  | 4,057 | 
|                        
|                        
|                        
|                        
|Feedstocks               |  |      | 136   |  |      |  | 136   |      |  |  | 148   |  |  |      | 164   |  |  |  | 200   | 
|                        
|                         |  |      | 2,957 |  |      |  | 2,923 |      |  |  | 3,137 |  |  |      | 3,371 |  |  |  | 4,257 | 
|                        
|Europe                   |  |      | 1,359 |  |      |  | 1,394 |      |  |  | 1,602 |  |  |      | 1,670 |  |  |  | 1,723 | 
|                        
|                        
|                        
|                        
|Other Eastern Hemisphere |  |      | 1,018 |  |      |  | 971   |      |  |  | 983   |  |  |      | 1,034 |  |  |  | 1,133 | 
|                        
|                        
|                        
|                        
|USA                      |  |      | 219   |  |      |  | 198   |      |  |  | 192   |  |  |      | 308   |  |  |  | 1,045 | 
|                        
|                        
|                        
|                        
|Other Western Hemisphere |  |      | 361   |  |      |  | 360   |      |  |  | 360   |  |  |      | 359   |  |  |  | 356   | 
|                        
|                         |  |      | 2,957 |  |      |  | 2,923 |      |  |  | 3,137 |  |  |      | 3,371 |  |  |  | 4,257 | 
|                        

|                  |  |  |     |  |  |  |     |  |  |                       |     |  |  |  |     |  |  |  |     | 
|----------------- |  |  | --- |  |  |  | --- |  |  | --------------------- | --- |  |  |  | --- |  |  |  | --- | 
|                  |  |  |     |  |  |  |     |  |  | million tonnes a year |    
|                 
|Metric equivalent |  |  | 148 |  |  |  | 147 |  |  |                       | 157 |  |  |  | 169 |  |  |  | 213 | 
|                 

|                                                              |  |                        
|------------------------------------------------------------- |  | -----------------------
|Group share of Equilon and Motiva volumes(not included above) |  | thousand barrels dailyb
|                                                             

|                           |  |      |     |      |  |      |     |      |  |      |     |  |  |  |     |  |  |  |     | 
|-------------------------- |  | ---- | --- | ---- |  | ---- | --- | ---- |  | ---- | --- |  |  |  | --- |  |  |  | --- | 
|                           |  | 2001 |     | 2000 |  | 1999 |     | 1998 |  | 1997
|                          
|Refinery processing intake |  |      | 518 |      |  |      | 656 |      |  |      | 797 |  |  |  | 656 |  |  |  | n/a | 
|                          

Royal Dutch/Shell Group of Companies-Business and Property   23





---



##### Table of Contents



|                             |  |  |       |  |  |  |       |  |  |                         |       |  |  |  |       |  |  |  |      
|---------------------------- |  |  | ----- |  |  |  | ----- |  |  | ----------------------- | ----- |  |  |  | ----- |  |  |  | -----
|Refinery
processing outturnf |  |  |       |  |  |  |       |  |  | thousand barrels dailyb
|                            
|                             |  |  | 2001  |  |  |  | 2000  |  |  |                         | 1999  |  |  |  | 1998  |  |  |  | 1997 
|                            
|Gasolines                    |  |  | 1,002 |  |  |  | 957   |  |  |                         | 1,021 |  |  |  | 1,088 |  |  |  | 1,492
|                            
|                            
|                            
|                            
|Kerosines                    |  |  | 313   |  |  |  | 320   |  |  |                         | 368   |  |  |  | 387   |  |  |  | 507  
|                            
|                            
|                            
|                            
|Gas/Diesel oils              |  |  | 980   |  |  |  | 974   |  |  |                         | 1,035 |  |  |  | 1,079 |  |  |  | 1,282
|                            
|                            
|                            
|                            
|Fuel oil                     |  |  | 316   |  |  |  | 316   |  |  |                         | 361   |  |  |  | 434   |  |  |  | 538  
|                            
|                            
|                            
|                            
|Other products               |  |  | 344   |  |  |  | 350   |  |  |                         | 283   |  |  |  | 324   |  |  |  | 355  
|                            
|                             |  |  | 2,955 |  |  |  | 2,917 |  |  |                         | 3,068 |  |  |  | 3,312 |  |  |  | 4,174
|                            

|a |  | Group average operating capacity for the year and excluding
mothballed capacity.                                                                       
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| 
| 
| 
|b |  | One barrel daily is equivalent to approximately 50 tonnes a year,
depending on the specific gravity of the crude oil. Daily signifies per
calendar day.
| 
| 
| 
| 
|c |  | Including natural gas liquids; includes processing for others and
excludes
processing by others.                                                       
| 
| 
| 
| 
|d |  | Including crude oil and feedstocks processed in crude oil distillation
units,
and based on calendar-day capacities.                                    
| 
| 
| 
| 
|e |  | Including crude oil and natural gas liquids plus feedstocks processed
in crude oil distillation units and in secondary conversion units.               
| 
| 
| 
| 
|f |  | Excluding own use and products acquired for blending purposes.                                                                                       

Europe

GermanyIn December 2001, regulatory approval was received for a 50:50 joint
venture with RWE-DEA in Germany, Europes
largest oil products market. This transaction was completed and the joint
venture became operational in January 2002. In addition
to the Shell refineries at Harburg and Godorf (included in the figures on pages
23 and 24), the joint venture will have two owned
and operated refineries at Heide and Wesseling, plus equity interests in two
refineries, Schwedt and Miro. In total the joint venture
will have access to some 650,000 barrels a day.

Agreement was reached to outsource utility supply at Godorf refinery to a joint
venture company with Steag GmbH.

Other Eastern Hemisphere

JapanIn 2001, Showa Shell (Group interest 50%), as part of its strategic
alliance with Japan Energy, reduced 50,000 barrels
a day of capacity at its Yokkaichi refinery, and Japan Energy halted refining
operations at its Chita refinery.

USA

Deer Park completed its Maya II coker expansion in the first quarter 2001,
providing additional coker and distillation capacity.
Primary capacity has risen to 334,000 barrels a day.

Other Western Hemisphere

CanadaThe Scotford refinery maintained first quartile position in Solomon
measures of operational availability and non-energy
costs, and continued to rank as best-in-class.

Modifications are being completed to the Scotford refinery to enable it to use
lower cost feedstock. The feedstock will come from
the Scotford heavy oil upgrader that is part of the Athabasca Oil Sands Project
(see page 17) and is currently under construction.
The work on the refinery modifications commenced in 2000 and is scheduled for
completion during 2002.

24   Royal Dutch/Shell Group of Companies-Business and Property





---



##### Table of Contents



(c) Marketing

Oil products sold by Group companies include motor, aviation and marine fuels,
liquefied petroleum gas (LPG), petrochemical
feedstocks, heating oils, fuel oils, bitumens, a range of industrial/engine
lubricants and other petroleum products.

The Oil Products business operates the worlds largest single branded retail
network. New generation Convenience Retailing
business formats are extending the scale and range of customer offers at
selected locations and there is continuing focus on the
efficiency of the network, leading to rationalisation of site numbers in some
markets.

The Shell brand is one of the most trusted and reputable in the world. The
Shell Global Brand Tracker, believed to be the largest
consumer tracking study of its kind, is run annually in over 50 of Shells
retail markets. It measures, in a structured and objective
way, the health of the Shell brand across the world and enables Shell companies
to assess their competitive strength and brand
appeal. The latest study confirmed Shells global lead in terms of Brand
Preference  it was the most preferred brand in 28 of
the 52 markets covered. The reach of the brand  with a Shell presence in over
140 countries and territories  provides the
opportunity to combine the operational and cost benefits of global operations
with a strong local brand affiliation.

Group companies continue to be leaders in automotive fuel performance and
quality. The range of innovative products and services
offered to customers has been further expanded, drawing upon extensive research
and development capability as well as
cooperation with the World Champion Ferrari Formula One Motor Racing Team.
Differentiated fuels have now been launched
in 40 countries, at 10,000 service stations, including a successful launch
during 2001 in the UK. Plans are in place for further
launches in 2002. Environmentally friendlier products continued to be
introduced more widely, such as low-sulphur diesel, LPG,
biodegradable lubricants for marine leisure and lead-replacement fuel.













Royal Dutch/Shell Group of Companies  Business
and Property     25



---



##### Table of Contents



|                         |  |  |       |  |  |  |       |  |  |  |       |  |  |                        |       |  |  |  |      
|------------------------ |  |  | ----- |  |  |  | ----- |  |  |  | ----- |  |  | ---------------------- | ----- |  |  |  | -----
|Product volumesa,b       |  |  |       |  |  |  |       |  |  |  |       |  |  | thousand barrels daily
|                        
|                         |  |  | 2001  |  |  |  | 2000  |  |  |  | 1999  |  |  |                        | 1998  |  |  |  | 1997 
|                        
|Europe                   |  |  |       |  |  |  |       |  |  |  |       |  |  |                        |       |  |  |  |      
|                        
|                        
|                        
|                        
|Gasolines                |  |  | 531   |  |  |  | 510   |  |  |  | 506   |  |  |                        | 490   |  |  |  | 462  
|                        
|                        
|                        
|                        
|Kerosines                |  |  | 164   |  |  |  | 178   |  |  |  | 192   |  |  |                        | 187   |  |  |  | 181  
|                        
|                        
|                        
|                        
|Gas/Diesel oils          |  |  | 777   |  |  |  | 718   |  |  |  | 747   |  |  |                        | 764   |  |  |  | 713  
|                        
|                        
|                        
|                        
|Fuel oil                 |  |  | 174   |  |  |  | 192   |  |  |  | 186   |  |  |                        | 208   |  |  |  | 216  
|                        
|                        
|                        
|                        
|Other products           |  |  | 206   |  |  |  | 212   |  |  |  | 199   |  |  |                        | 193   |  |  |  | 182  
|                        
|                         |  |  | 1,852 |  |  |  | 1,810 |  |  |  | 1,830 |  |  |                        | 1,842 |  |  |  | 1,754
|                        
|Other Eastern Hemisphere |  |  |       |  |  |  |       |  |  |  |       |  |  |                        |       |  |  |  |      
|                        
|                        
|                        
|                        
|Gasolines                |  |  | 328   |  |  |  | 334   |  |  |  | 344   |  |  |                        | 347   |  |  |  | 354  
|                        
|                        
|                        
|                        
|Kerosines                |  |  | 133   |  |  |  | 124   |  |  |  | 131   |  |  |                        | 147   |  |  |  | 152  
|                        
|                        
|                        
|                        
|Gas/Diesel oils          |  |  | 460   |  |  |  | 452   |  |  |  | 437   |  |  |                        | 432   |  |  |  | 437  
|                        
|                        
|                        
|                        
|Fuel oil                 |  |  | 200   |  |  |  | 203   |  |  |  | 220   |  |  |                        | 221   |  |  |  | 221  
|                        
|                        
|                        
|                        
|Other products           |  |  | 156   |  |  |  | 138   |  |  |  | 130   |  |  |                        | 124   |  |  |  | 120  
|                        
|                         |  |  | 1,277 |  |  |  | 1,251 |  |  |  | 1,262 |  |  |                        | 1,271 |  |  |  | 1,284
|                        
|USA                      |  |  |       |  |  |  |       |  |  |  |       |  |  |                        |       |  |  |  |      
|                        
|                        
|                        
|                        
|Gasolines                |  |  | 181   |  |  |  | 189   |  |  |  | 185   |  |  |                        | 283   |  |  |  | 825  
|                        
|                        
|                        
|                        
|Kerosines                |  |  | 30    |  |  |  | 31    |  |  |  | 31    |  |  |                        | 54    |  |  |  | 169  
|                        
|                        
|                        
|                        
|Gas/Diesel oils          |  |  | 117   |  |  |  | 82    |  |  |  | 74    |  |  |                        | 59    |  |  |  | 237  
|                        
|                        
|                        
|                        
|Fuel oil                 |  |  | 23    |  |  |  | 17    |  |  |  | 25    |  |  |                        | 38    |  |  |  | 58   
|                        
|                        
|                        
|                        
|Other products           |  |  | 132   |  |  |  | 114   |  |  |  | 71    |  |  |                        | 269   |  |  |  | 210  
|                        
|                         |  |  | 483   |  |  |  | 433   |  |  |  | 386   |  |  |                        | 703   |  |  |  | 1,499
|                        
|Other Western Hemisphere |  |  |       |  |  |  |       |  |  |  |       |  |  |                        |       |  |  |  |      
|                        
|                        
|                        
|                        
|Gasolines                |  |  | 315   |  |  |  | 306   |  |  |  | 321   |  |  |                        | 310   |  |  |  | 328  
|                        
|                        
|                        
|                        
|Kerosines                |  |  | 80    |  |  |  | 81    |  |  |  | 85    |  |  |                        | 93    |  |  |  | 80   
|                        
|                        
|                        
|                        
|Gas/Diesel oils          |  |  | 252   |  |  |  | 275   |  |  |  | 277   |  |  |                        | 279   |  |  |  | 289  
|                        
|                        
|                        
|                        
|Fuel oil                 |  |  | 100   |  |  |  | 107   |  |  |  | 104   |  |  |                        | 118   |  |  |  | 110  
|                        
|                        
|                        
|                        
|Other products           |  |  | 123   |  |  |  | 128   |  |  |  | 123   |  |  |                        | 148   |  |  |  | 144  
|                        
|                         |  |  | 870   |  |  |  | 897   |  |  |  | 910   |  |  |                        | 948   |  |  |  | 951  
|                        
|Export sales             |  |  |       |  |  |  |       |  |  |  |       |  |  |                        |       |  |  |  |      
|                        
|                        
|                        
|                        
|Gasolines                |  |  | 481   |  |  |  | 455   |  |  |  | 279   |  |  |                        | 257   |  |  |  | 302  
|                        
|                        
|                        
|                        
|Kerosines                |  |  | 154   |  |  |  | 128   |  |  |  | 128   |  |  |                        | 113   |  |  |  | 122  
|                        
|                        
|                        
|                        
|Gas/Diesel oils          |  |  | 194   |  |  |  | 204   |  |  |  | 222   |  |  |                        | 253   |  |  |  | 300  
|                        
|                        
|                        
|                        
|Fuel oil                 |  |  | 168   |  |  |  | 204   |  |  |  | 175   |  |  |                        | 163   |  |  |  | 168  
|                        
|                        
|                        
|                        
|Other products           |  |  | 241   |  |  |  | 192   |  |  |  | 174   |  |  |                        | 166   |  |  |  | 180  
|                        
|                         |  |  | 1,238 |  |  |  | 1,183 |  |  |  | 978   |  |  |                        | 952   |  |  |  | 1,072
|                        
|Total product sales      |  |  |       |  |  |  |       |  |  |  |       |  |  |                        |       |  |  |  |      
|                        
|                        
|                        
|                        
|Gasolines                |  |  | 1,836 |  |  |  | 1,794 |  |  |  | 1,635 |  |  |                        | 1,687 |  |  |  | 2,271
|                        
|                        
|                        
|                        
|Kerosines                |  |  | 561   |  |  |  | 542   |  |  |  | 567   |  |  |                        | 594   |  |  |  | 704  
|                        
|                        
|                        
|                        
|Gas/Diesel oils          |  |  | 1,800 |  |  |  | 1,731 |  |  |  | 1,757 |  |  |                        | 1,787 |  |  |  | 1,976
|                        
|                        
|                        
|                        
|Fuel oil                 |  |  | 665   |  |  |  | 723   |  |  |  | 710   |  |  |                        | 748   |  |  |  | 773  
|                        
|                        
|                        
|                        
|Other products           |  |  | 858   |  |  |  | 784   |  |  |  | 697   |  |  |                        | 900   |  |  |  | 836  
|                        
|                         |  |  | 5,720 |  |  |  | 5,574 |  |  |  | 5,366 |  |  |                        | 5,716 |  |  |  | 6,560
|                        

|a |  | Sales figures exclude deliveries to other companies under reciprocal
purchase and sale arrangements which are in the nature of exchanges.
The USA and Canada figures include direct sales into these countries from
elsewhere. Sales of condensate and natural gas liquids are included.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| 
| 
| 
|b |  | By country of destination, except where the ultimate destination is not
known
at the time of sale, in which case the sales are shown as export sales.                                                                                                                                   

Group share of Equilon and Motiva volumes

|                         |  |  |       |  |  |  |       |  |  |  |       |  |  |                        |       |  |  |  |      | 
|------------------------ |  |  | ----- |  |  |  | ----- |  |  |  | ----- |  |  | ---------------------- | ----- |  |  |  | ---- | 
|(not included above)     |  |  |       |  |  |  |       |  |  |  |       |  |  | thousand barrels daily
|                        
|                         |  |  | 2001  |  |  |  | 2000  |  |  |  | 1999  |  |  |                        | 1998  |  |  |  | 1997 | 
|                        
|Total oil products sales |  |  | 1,369 |  |  |  | 1,508 |  |  |  | 1,429 |  |  |                        | 1,070 |  |  |  | n/a  | 
|                        

26   Royal Dutch/Shell Group of Companies-Business and Property





---



##### Table of Contents



|                                                          | 
|--------------------------------------------------------- | 
|Sales by product as
percentage of total product sales   % | 
|                                                         

|                |  |      |       |  |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|--------------- |  | ---- | ----- |  | ---- |  | ----- | ---- |  |  | ----- |  |  | ---- | ----- |  |  |  | ----- | 
|                |  | 2001 |       |  | 2000 |  |       | 1999 |  |  | 1998  |  |  | 1997
|               
|Gasolines       |  |      | 32.1  |  |      |  | 32.2  |      |  |  | 30.5  |  |  |      | 29.5  |  |  |  | 34.6  | 
|               
|               
|               
|               
|Kerosines       |  |      | 9.8   |  |      |  | 9.7   |      |  |  | 10.6  |  |  |      | 10.4  |  |  |  | 10.7  | 
|               
|               
|               
|               
|Gas/Diesel oils |  |      | 31.5  |  |      |  | 31.0  |      |  |  | 32.7  |  |  |      | 31.3  |  |  |  | 30.1  | 
|               
|               
|               
|               
|Fuel oil        |  |      | 11.6  |  |      |  | 13.0  |      |  |  | 13.2  |  |  |      | 13.1  |  |  |  | 11.8  | 
|               
|               
|               
|               
|Other products  |  |      | 15.0  |  |      |  | 14.1  |      |  |  | 13.0  |  |  |      | 15.7  |  |  |  | 12.8  | 
|               
|                |  |      | 100.0 |  |      |  | 100.0 |      |  |  | 100.0 |  |  |      | 100.0 |  |  |  | 100.0 | 
|               

|                     |          
|-------------------- | ---------
|Net product proceeds | $ million
|                    

|                         |  |      |        |      |  |      |        |      |  |      |        |  |  |  |        |  |  |  |        | 
|------------------------ |  | ---- | ------ | ---- |  | ---- | ------ | ---- |  | ---- | ------ |  |  |  | ------ |  |  |  | ------ | 
|by product               |  | 2001 |        | 2000 |  | 1999 |        | 1998 |  | 1997
|                        
|Gasolines                |  |      | 24,859 |      |  |      | 27,046 |      |  |      | 18,594 |  |  |  | 18,603 |  |  |  | 28,957 | 
|                        
|                        
|                        
|                        
|Kerosines                |  |      | 7,397  |      |  |      | 7,877  |      |  |      | 5,300  |  |  |  | 4,748  |  |  |  | 7,325  | 
|                        
|                        
|                        
|                        
|Gas/Diesel oils          |  |      | 23,628 |      |  |      | 25,211 |      |  |      | 16,985 |  |  |  | 16,018 |  |  |  | 21,903 | 
|                        
|                        
|                        
|                        
|Fuel oil                 |  |      | 5,490  |      |  |      | 6,752  |      |  |      | 4,309  |  |  |  | 3,546  |  |  |  | 4,873  | 
|                        
|                        
|                        
|                        
|Other products           |  |      | 10,324 |      |  |      | 10,470 |      |  |      | 8,243  |  |  |  | 7,631  |  |  |  | 10,154 | 
|                        
|Total oil products       |  |      | 71,698 |      |  |      | 77,356 |      |  |      | 53,431 |  |  |  | 50,546 |  |  |  | 73,212 | 
|                        
|by geographical area     |  |      |        |      |  |      |        |      |  |      |        |  |  |  |        |  |  |  |        | 
|                        
|                        
|                        
|                        
|Europe                   |  |      | 25,077 |      |  |      | 26,189 |      |  |      | 18,648 |  |  |  | 16,944 |  |  |  | 19,822 | 
|                        
|                        
|                        
|                        
|Other Eastern Hemisphere |  |      | 17,492 |      |  |      | 18,278 |      |  |      | 13,254 |  |  |  | 12,000 |  |  |  | 15,482 | 
|                        
|                        
|                        
|                        
|USA                      |  |      | 4,595  |      |  |      | 5,068  |      |  |      | 3,202  |  |  |  | 3,916  |  |  |  | 14,858 | 
|                        
|                        
|                        
|                        
|Other Western Hemisphere |  |      | 12,644 |      |  |      | 14,226 |      |  |      | 11,300 |  |  |  | 12,240 |  |  |  | 14,210 | 
|                        
|                        
|                        
|                        
|Export sales             |  |      | 11,890 |      |  |      | 13,595 |      |  |      | 7,027  |  |  |  | 5,446  |  |  |  | 8,840  | 
|                        
|Total oil products       |  |      | 71,698 |      |  |      | 77,356 |      |  |      | 53,431 |  |  |  | 50,546 |  |  |  | 73,212 | 
|                        

|                             |             
|---------------------------- | ------------
|Average net product proceeds | $ per barrel
|                            

|                         |  |      |       |      |  |      |       |      |  |      |       |  |  |  |       |  |  |  |       | 
|------------------------ |  | ---- | ----- | ---- |  | ---- | ----- | ---- |  | ---- | ----- |  |  |  | ----- |  |  |  | ----- | 
|by product               |  | 2001 |       | 2000 |  | 1999 |       | 1998 |  | 1997
|                        
|Gasolines                |  |      | 37.10 |      |  |      | 41.20 |      |  |      | 31.16 |  |  |  | 30.22 |  |  |  | 34.93 | 
|                        
|                        
|                        
|                        
|Kerosines                |  |      | 36.11 |      |  |      | 39.69 |      |  |      | 25.61 |  |  |  | 21.91 |  |  |  | 28.52 | 
|                        
|                        
|                        
|                        
|Gas/Diesel oils          |  |      | 35.97 |      |  |      | 39.79 |      |  |      | 26.49 |  |  |  | 24.55 |  |  |  | 30.37 | 
|                        
|                        
|                        
|                        
|Fuel oil                 |  |      | 22.62 |      |  |      | 25.52 |      |  |      | 16.62 |  |  |  | 12.98 |  |  |  | 17.26 | 
|                        
|                        
|                        
|                        
|Other products           |  |      | 32.95 |      |  |      | 36.51 |      |  |      | 32.38 |  |  |  | 23.23 |  |  |  | 33.29 | 
|                        
|Total oil products       |  |      | 34.34 |      |  |      | 37.92 |      |  |      | 27.28 |  |  |  | 24.23 |  |  |  | 30.58 | 
|                        
|by geographical area     |  |      |       |      |  |      |       |      |  |      |       |  |  |  |       |  |  |  |       | 
|                        
|Europe                   |  |      | 37.09 |      |  |      | 39.52 |      |  |      | 27.92 |  |  |  | 25.20 |  |  |  | 30.96 | 
|                        
|                        
|                        
|                        
|Other Eastern Hemisphere |  |      | 37.54 |      |  |      | 39.93 |      |  |      | 28.78 |  |  |  | 25.87 |  |  |  | 33.04 | 
|                        
|                        
|                        
|                        
|USA                      |  |      | 26.09 |      |  |      | 31.98 |      |  |      | 22.70 |  |  |  | 15.27 |  |  |  | 27.15 | 
|                        
|                        
|                        
|                        
|Other Western Hemisphere |  |      | 39.81 |      |  |      | 43.34 |      |  |      | 34.00 |  |  |  | 35.37 |  |  |  | 40.95 | 
|                        
|                        
|                        
|                        
|Export sales             |  |      | 26.31 |      |  |      | 31.40 |      |  |      | 19.69 |  |  |  | 15.67 |  |  |  | 22.58 | 
|                        
|Total oil products       |  |      | 34.34 |      |  |      | 37.92 |      |  |      | 27.28 |  |  |  | 24.23 |  |  |  | 30.58 | 
|                        

e-Business is playing a role across a wide range of Oil Products businesses and
activities. The Group continues to view e-Business
as a tool to enhance relationships with customers and deliver process
efficiencies. A number of e-commerce initiatives have been
launched, including some involved with e-procurement and product order-entry in
the business-to-business (B2B) sector. In 2001,
systems were introduced which allow direct ordering by business consumers of
various fuels and lubricant products, contractual
agreement confirmation and dissemination of service station operating
procedures, as well as providing valuable consumer
information. The Group is a user of, and has an equity interest in,
Intercontinental Exchange, an energy and metals trading
platform. In addition, the Group is a founder shareholder of OceanConnect, a
B2B portal for Marine Fuels. The site has seen
business gain momentum in 2001 and has now reached bunker sales of over half a
million tonnes a quarter.

Europe

GermanyIn December 2001, regulatory approval was received for a 50:50 joint
venture with RWE-DEA in Germany, Europes
largest oil products market. This transaction was completed and the joint
venture became operational in January 2002. The joint
venture, which will have some 3,200 service stations, in addition to having
substantial sales to commercial customers totalling
some 20 million tonnes a year, represents a step-change in Shells oil products
market presence in Germany.

Greece/TurkeyLPG marketing companies were acquired in Greece (third quarter
2001) and in Turkey (first quarter 2002).

Royal Dutch/Shell Group of Companies-Business and Property   27



---



##### Table of Contents



Other Eastern Hemisphere

ChinaAgreement has been reached with Sinopec on a joint venture which will
result in a major expansion of Shell service stations
in one of the worlds fastest growing economies.

USA

Oil Products activities in the USA consist ofthe transportation, refining and
marketing of crude oil and petroleum products, through several operations. In
early 2002, Shell Oil Company acquired the Texaco Inc. interest in Equilon Enterprises LLC. Equilon had been
created in 1998 from Shell Oil Companys and Texaco Inc.s western and
midwestern US refining and marketing businesses and
both companies nation-wide trading, transportation and lubricants businesses.
At the same time as the Equilon purchase, Shell Oil
Company and Saudi Refining Inc acquired Texacos interest in Motiva Enterprises
LLC, making Shell Oil Company and Saudi
Refining Inc. 50:50 owners of that business. Motiva had been formed in mid-1998
by combining major elements of Shell Oil
Companys, Texacos and Saudi Refining Inc.s eastern US and Gulf Coast
refining and marketing businesses, including assets
previously held by Star Enterprise, a partnership of corporate affiliates of
Texaco and Saudi Refining Inc. In addition, Shell Oil
Company holds a 50% interest in the Deer Park Refining Limited Partnership,
which is a joint venture between Shell and a subsidiary
of Mexicos national oil company Petroleos Mexicanos (Pemex). Both Motiva and
Deer Park are accounted for using the equity
method of accounting, as was Equilon, until it became wholly owned in 2002.

Equilon and Motiva both market petroleum and other products directly and
through independent wholesalers and retailers and
have the exclusive rights to use the Shell brand on refined oil product sales
in those areas of the USA where each company is
authorised to conduct its respective business. In addition, Equilon and Motiva
have the exclusive rights to use the Texaco brand
on motor fuel sales in their respective areas through June 2004, and
non-exclusive rights until June 2006. Equilon also has the
non-exclusive right to use the Texaco lubricant brands for the 18 months
subsequent to the closing of the Texaco buy-out.

Together, Equilon and Motiva hold a significant position in the US refined
products industry, having an approximate 14.3% share
of the US gasoline market. At the end of 2001 the two companies, together with
Deer Park Refining, had nine refineries with a
combined capacity of approximately 1.7 million barrels a day, interests in
approximately 28,500 miles of pipelines and nearly
22,000 retail outlets.

In March 2002, Shell Oil Company announced that it had entered into an
agreement to acquire Pennzoil-Quaker State Company
(PQS) in the USA at a price of $22 per share in cash (valuing the total equity
at approximately $1.8 billion), plus assumption of
PQS outstanding debt (at December 31, 2001 this was approximately $1.1
billion). Completion of the transaction is subject to
approval by PQS shareholders and regulatory authorities. This transaction is
expected to be completed in the second half of 2002.

Other Western Hemisphere and Africa

South AfricaAgreements have been signed to sell up to 25% equity in Shells
marketing businesses in South Africa to the Thebe
Investment Corporation as part of the Governments Black Economic Empowerment
programme.

BrazilIn 2001, a further 258 service stations were sold in the south of the
country. This reflected a retail network strategy of
concentration in profitable high volume areas.

(d) Technical Services/Consultancy

Shell Global Solutions provides technical and consultancy services to industry
customers drawing upon Shell technology and
operations experience. The activity continues to grow, and has generated
increased earnings for the third consecutive year.
These results suggest there is significant demand for the expertise that Shell
is able to make available on a commercial basis
to local and international customers.

(e) Trading

In January 2001 a single global trading organisation  Shell Trading  was
established to integrate the Groups trading activities
across the Oil Products, Gas & Power and Chemicals businesses. Benefits
continue to accrue from the on-going integration of
activities on a global basis.

28   Royal Dutch/Shell Group of Companies-Business and Property





---



##### Table of Contents



(f) Shipping

During 2001, one 10,000 deadweight, three 45,000 deadweight and one 111,000
deadweight new building double hulled
product carriers were acquired as part of leasing arrangements. One very large
crude carrier was sold to third parties for
conversion to a floating storage unit.

Tanker fleets

|                                                   |  |  |      |  |  |  |      |  |  |  |      |  |  |                 |      |  |  |  |      |  |  |  |      |  |  |  |                           |  |  |  |      |  |  |  |      |  |  |  |      | 
|-------------------------------------------------- |  |  | ---- |  |  |  | ---- |  |  |  | ---- |  |  | --------------- | ---- |  |  |  | ---- |  |  |  | ---- |  |  |  | ------------------------- |  |  |  | ---- |  |  |  | ---- |  |  |  | ---- | 
|Oil tankersa (at December 31)                      |  |  |      |  |  |  |      |  |  |  |      |  |  | Number of ships |      |  |  |  |      |  |  |  |      |  |  |  | million deadweight tonnes | 
|                                                  
|Owned/demise-hired                                 |  |  | 2001 |  |  |  | 2000 |  |  |  | 1999 |  |  |                 | 1998 |  |  |  | 1997 |  |  |  | 2001 |  |  |  | 2000                      |  |  |  | 1999 |  |  |  | 1998 |  |  |  | 1997 | 
|                                                  
|VLCCs (very large crude carriers over 160,000 dwt) |  |  | 7    |  |  |  | 8    |  |  |  | 9    |  |  |                 | 9    |  |  |  | 12   |  |  |  | 2.1  |  |  |  | 2.3                       |  |  |  | 2.6  |  |  |  | 2.6  |  |  |  | 3.6  | 
|                                                  
|                                                  
|                                                  
|                                                  
|Large range (45,000 to 160,000 dwt)                |  |  | 17   |  |  |  | 16   |  |  |  | 17   |  |  |                 | 18   |  |  |  | 21   |  |  |  | 1.3  |  |  |  | 1.3                       |  |  |  | 1.4  |  |  |  | 1.4  |  |  |  | 1.7  | 
|                                                  
|                                                  
|                                                  
|                                                  
|Medium range (25,000 to 45,000 dwt)                |  |  | 6    |  |  |  | 5    |  |  |  | 7    |  |  |                 | 8    |  |  |  | 9    |  |  |  | 0.2  |  |  |  | 0.1                       |  |  |  | 0.2  |  |  |  | 0.3  |  |  |  | 0.3  | 
|                                                  
|                                                  
|                                                  
|                                                  
|General purpose (10,000 to 25,000 dwt)/Specialist  |  |  | 2    |  |  |  | 1    |  |  |  | 1    |  |  |                 | 2    |  |  |  | 2    |  |  |  | 0.1  |  |  |  | 0.1                       |  |  |  | 0.1  |  |  |  | 0.1  |  |  |  | 0.1  | 
|                                                  
|                                                   |  |  | 32   |  |  |  | 30   |  |  |  | 34   |  |  |                 | 37   |  |  |  | 44   |  |  |  | 3.7  |  |  |  | 3.8                       |  |  |  | 4.3  |  |  |  | 4.4  |  |  |  | 5.7  | 
|                                                  
|                                                  
|                                                  
|                                                  
|Time-chartered                                     |  |  |      |  |  |  |      |  |  |  |      |  |  |                 |      |  |  |  |      |  |  |  |      |  |  |  |                           |  |  |  |      |  |  |  |      |  |  |  |      | 
|                                                  
|                                                  
|                                                  
|                                                  
|Large rangeb                                       |  |  | 17   |  |  |  | 9    |  |  |  | 9    |  |  |                 | 15   |  |  |  | 18   |  |  |  | 1.5  |  |  |  | 0.7                       |  |  |  | 0.8  |  |  |  | 1.3  |  |  |  | 1.6  | 
|                                                  
|                                                  
|                                                  
|                                                  
|Medium range                                       |  |  | 7    |  |  |  | 8    |  |  |  | 7    |  |  |                 | 8    |  |  |  | 10   |  |  |  | 0.3  |  |  |  | 0.3                       |  |  |  | 0.3  |  |  |  | 0.3  |  |  |  | 0.3  | 
|                                                  
|                                                  
|                                                  
|                                                  
|General purpose/Specialist                         |  |  | 7    |  |  |  | 1    |  |  |  | 1    |  |  |                 | 1    |  |  |  | 1    |  |  |  | 0.1  |  |  |  | 0.1                       |  |  |  | 0.1  |  |  |  | 0.1  |  |  |  | 0.1  | 
|                                                  
|                                                   |  |  | 31   |  |  |  | 18   |  |  |  | 17   |  |  |                 | 24   |  |  |  | 29   |  |  |  | 1.9  |  |  |  | 1.1                       |  |  |  | 1.2  |  |  |  | 1.7  |  |  |  | 2.0  | 
|                                                  
|Total oil tankers                                  |  |  | 63   |  |  |  | 48   |  |  |  | 51   |  |  |                 | 61   |  |  |  | 73   |  |  |  | 5.6  |  |  |  | 4.9                       |  |  |  | 5.5  |  |  |  | 6.1  |  |  |  | 7.7  | 
|                                                  
|Owned/demise-hired under construction or on order  |  |  |     |  |  |  |     |  |  |  |     |  |  |                 | 1    |  |  |  | 1    |  |  |  |     |  |  |  |                          |  |  |  |     |  |  |  | 0.1  |  |  |  | 0.1  | 
|                                                  

|                                                        |  |  |   |  |  |  |   |  |  |  |   |  |  |                 |   |  |  |  |   |  |  |  |     |                       |  |  |     |  |  |  |     |  |  |  |     |  |  |  |     | 
|------------------------------------------------------- |  |  | - |  |  |  | - |  |  |  | - |  |  | --------------- | - |  |  |  | - |  |  |  | --- | --------------------- |  |  | --- |  |  |  | --- |  |  |  | --- |  |  |  | --- | 
|Gas carriersa (at December 31)                          |  |  |   |  |  |  |   |  |  |  |   |  |  | Number of ships |   |  |  |  |   |  |  |  |     | thousand cubic metres | 
|                                                       
|Owned/demise-hired (LNG)                                |  |  | 2 |  |  |  |  |  |  |  |  |  |  |                 |  |  |  |  |  |  |  |  | 253 |                       |  |  |    |  |  |  |    |  |  |  |    |  |  |  |    | 
|                                                       
|                                                       
|                                                       
|                                                       
|Time-chartered (LNG)                                    |  |  |  |  |  |  | 2 |  |  |  | 2 |  |  |                 | 2 |  |  |  | 2 |  |  |  |    |                       |  |  | 253 |  |  |  | 253 |  |  |  | 253 |  |  |  | 253 | 
|                                                       
|                                                       
|                                                       
|                                                       
|Owned/demise-hired (LPG)                                |  |  | 1 |  |  |  | 1 |  |  |  | 1 |  |  |                 | 2 |  |  |  | 2 |  |  |  | 59  |                       |  |  | 59  |  |  |  | 59  |  |  |  | 118 |  |  |  | 118 | 
|                                                       
|                                                       
|                                                       
|                                                       
|Time-chartered (LPG)                                    |  |  | 2 |  |  |  | 2 |  |  |  | 2 |  |  |                 | 4 |  |  |  | 5 |  |  |  | 113 |                       |  |  | 155 |  |  |  | 157 |  |  |  | 317 |  |  |  | 343 | 
|                                                       
|Total gas carriers                                      |  |  | 5 |  |  |  | 5 |  |  |  | 5 |  |  |                 | 8 |  |  |  | 9 |  |  |  | 425 |                       |  |  | 467 |  |  |  | 469 |  |  |  | 688 |  |  |  | 714 | 
|                                                       
|Owned/demise-hired under construction or on order (LNG) |  |  | 4 |  |  |  |  |  |  |  |  |  |  |                 |  |  |  |  |  |  |  |  | 556 |                       |  |  |    |  |  |  |    |  |  |  |    |  |  |  |    | 
|                                                       

|a |  | Excluding ships of less than 10,000 dwt.                                  
|- |  | --------------------------------------------------------------------------
| 
| 
| 
| 
|b |  | 1997 includes one vessel in which a Group company has a minority
interest.

4 Chemicals

Group companies currently produce a large number of base chemicals and
petrochemicals. They are among the worlds largest
producers of detergent intermediates  especially detergent alcohols  and are
major suppliers of base chemicals, solvents, and
ethylene oxide and its derivatives. In addition, they are major manufacturers
of catalysts and additives.

The Chemicals portfolio consists of eight product business areas and four
stand-alone companies or ventures  Basell, Infineum,
CRI International and Saudi Arabia Petrochemical Company. The large-scale
divestment programme announced in 1998, which
has led to a radical restructuring of the chemicals business and a reduction in
capital employed from $12.7 billion to $8.5 billion,
was completed in early 2001. However, portfolio actions have continued.

The acquisition of the Yabucoa refinery in Puerto Rico at the end of 2001 will
improve the supply of feedstocks to Shell Chemical
LP operations in Texas and Louisiana. Plans were also announced to expand the
lower olefins plant at Deer Park in Texas. This
expansion will require only 70% of the unit capital cost of a new development.
The application of Shell technology, coupled with
expertise in cracking heavier feedstocks, will give the plant an advantaged
commercial position and ethylene production capacity
at the site will rise by about 400,000 tonnes a year.

Basell, the 50:50 Joint Venture with BASF, announced the rationalisation of
polyolefin production in both Europe and the USA.

Royal Dutch/Shell Group of Companies-Business and Property   29





---



##### Table of Contents



Plans were also announced for a new world-scale plant to produce polymer
polyols  used in the production of specialist foams for
the furniture and automotive industries  at Pernis, in the Netherlands. Also
in the Netherlands, work has started on a new benzene
extraction unit at Moerdijk which, when complete, will lead to reduced
movements of benzene in Europe.

In China, which is expected to be one of the largest petrochemicals markets,
the joint venture (Group interest 50%) with CNOOC
Petrochemicals Investment Limited to build and operate a petrochemicals complex
in Guangdong Province, China, is now in the
stage of project definition. Subject to the final investment decision later in
2002, the partners aim to complete construction by
late 2005.

In Canada, a joint venture contract was signed in 2002 with SGF Chimie, a
subsidiary of the Societe generale de financement
du Quebec, to form a 50:50 joint venture that plans to build and operate the
first world-scale polytrimethylene terephthalate (PTT)
plant near Montreal, Canada. Planned capacity will be 95,000 tonnes a year.

|                                       |  |  |        |  |  |  |        |  |  |  |        |  |  |  |        |  |  |           |        | 
|-------------------------------------- |  |  | ------ |  |  |  | ------ |  |  |  | ------ |  |  |  | ------ |  |  | --------- | ------ | 
|Sales                                  |  |  |        |  |  |  |        |  |  |  |        |  |  |  |        |  |  | $ million
|                                      
|Net proceeds by main product categorya |  |  | 2001   |  |  |  | 2000   |  |  |  | 1999   |  |  |  | 1998   |  |  |           | 1997   | 
|                                      
|Base and Intermediates                 |  |  | 5,376  |  |  |  | 5,822  |  |  |  | 4,285  |  |  |  | 4,124  |  |  |           | 5,419  | 
|                                      
|                                      
|                                      
|                                      
|Performance products                   |  |  | 3,032  |  |  |  | 6,000  |  |  |  | 5,962  |  |  |  | 5,479  |  |  |           | 5,827  | 
|                                      
|                                      
|                                      
|                                      
|Differentiated products                |  |  | 670    |  |  |  | 1,649  |  |  |  | 1,617  |  |  |  | 2,127  |  |  |           | 2,651  | 
|                                      
|                                      
|                                      
|                                      
|Other                                  |  |  | 1,538  |  |  |  | 1,734  |  |  |  | 1,022  |  |  |  | 542    |  |  |           | 358    | 
|                                      
|                                       |  |  | 10,616 |  |  |  | 15,205 |  |  |  | 12,886 |  |  |  | 12,272 |  |  |           | 14,255 | 
|                                      
|Net proceeds by geographical areaa     |  |  |        |  |  |  |        |  |  |  |        |  |  |  |        |  |  |           |        | 
|                                      
|Europe                                 |  |  | 3,721  |  |  |  | 5,657  |  |  |  | 5,365  |  |  |  | 5,381  |  |  |           | 6,468  | 
|                                      
|                                      
|                                      
|                                      
|Other Eastern Hemisphere               |  |  | 1,659  |  |  |  | 1,921  |  |  |  | 1,621  |  |  |  | 1,324  |  |  |           | 1,573  | 
|                                      
|                                      
|                                      
|                                      
|USA                                    |  |  | 4,950  |  |  |  | 7,095  |  |  |  | 5,327  |  |  |  | 4,991  |  |  |           | 5,582  | 
|                                      
|                                      
|                                      
|                                      
|Other Western Hemisphere               |  |  | 286    |  |  |  | 532    |  |  |  | 573    |  |  |  | 576    |  |  |           | 632    | 
|                                      
|                                       |  |  | 10,616 |  |  |  | 15,205 |  |  |  | 12,886 |  |  |  | 12,272 |  |  |           | 14,255 | 
|                                      

|                                        |  |  |        |  |  |  |        |  |  |  |        |  |  |                 |        |  |  |  |        | 
|--------------------------------------- |  |  | ------ |  |  |  | ------ |  |  |  | ------ |  |  | --------------- | ------ |  |  |  | ------ | 
|Sales volumes by main product categoryb |  |  |        |  |  |  |        |  |  |  |        |  |  | thousand tonnes
|                                       
|                                        |  |  | 2001   |  |  |  | 2000   |  |  |  | 1999   |  |  |                 | 1998   |  |  |  | 1997   | 
|                                       
|Base and Intermediates                  |  |  | 13,143 |  |  |  | 11,606 |  |  |  | 11,358 |  |  |                 | 10,910 |  |  |  | 11,219 | 
|                                       
|                                       
|                                       
|                                       
|Performance products                    |  |  | 4,442  |  |  |  | 7,562  |  |  |  | 8,282  |  |  |                 | 6,880  |  |  |  | 6,388  | 
|                                       
|                                       
|                                       
|                                       
|Differentiated products                 |  |  | 1,293  |  |  |  | 1,120  |  |  |  | 1,266  |  |  |                 | 2,194  |  |  |  | 1,903  | 
|                                       

|                                                  |  |  |       |  |  |  |       |  |  |  |       |  |  |  |       |  |  |  |       | 
|------------------------------------------------- |  |  | ----- |  |  |  | ----- |  |  |  | ----- |  |  |  | ----- |  |  |  | ----- | 
|Ethylene capacityc Group and associated companies |  |  |       |  |  |  |       |  |  |  |       |  |  |  |       |  |  |  |       | 
|                                                 
|                                                  |  |  | 2001  |  |  |  | 2000  |  |  |  | 1999  |  |  |  | 1998  |  |  |  | 1997  | 
|                                                 
|Nominal capacity (thousand tonnes/year)           |  |  | 5,808 |  |  |  | 5,438 |  |  |  | 5,307 |  |  |  | 5,259 |  |  |  | 5,195 | 
|                                                 
|                                                 
|                                                 
|                                                 
|Utilisation (%)                                   |  |  | 86    |  |  |  | 94    |  |  |  | 94    |  |  |  | 88    |  |  |  | 85    | 
|                                                 

|a |  | Excluding proceeds from chemical trading activity.                                                                           
|- |  | -----------------------------------------------------------------------------------------------------------------------------
| 
| 
| 
| 
|b |  | Excluding volumes from chemical trading activity.                                                                            
| 
| 
| 
| 
|c |  | Data includes the ethylene complex at Mossmorran, UK, in which a Group
company has 50% offtake rights but no equity interest.

At December 31, 2001, Group companies had major interests in chemical
manufacturing plants for the Groups Chemicals
portfolio, as described below and on the following pages.

Europe

BelgiumCRI Catalyst Co Belgium N.V. (Group interest 100%) manufactures
catalysts at plants in Ghent. Bayer-Shell Isocyanates
N.V., a 50:50 joint venture, produces toluene diisocyanate (TDI) and diphenyl
methane diisocyanate (MDI) in Antwerp. All of the
TDI production is allocated to Shell. Belgian Shell has a 50% stake in North
Sea Petrochemicals, which operates a propylene splitter
and a propane dehydrogenation unit.

FranceAt Berre LEtang, Shell Petrochime Mediterranee (Group interest 100%)
manufactures aromatics, butadiene, solvents,
di-isobutylene (DIB) and some fine Chemicals
(cyclo-octadiene/cyclo-dodecatriene). It operates polypropylene and
polyethylene
plants on behalf of Basell and a cracker on behalf of a 50:50 Shell Petrochime
Mediterranee-Basell joint venture. It also operates
additives plants on behalf of Infineum and several polymer units on behalf of
third party companies. Basell also manufactures
low-density polyethylene at Fos. The new Basell polyethylene plant started at
the beginning of 2001.

30   Royal Dutch/Shell Group of Companies-Business and Property





---



##### Table of Contents



GermanyAt Godorf, Deutsche Shell GmbH (Group interest 100%) manufactures
benzene and toluene.

NetherlandsShell Nederland Chemie B.V. (SNC) (Group interest 100%)
manufactures solvents, lower olefins and polyols at Pernis
and ethylene oxide, lower olefins, styrene and propylene oxide at Moerdijk. At
Pernis, SNC operates a polypropylene plant owned
by Basell. At Moerdijk, SNC operates a styrene monomer and propylene oxide
(SM/PO) plant, which is owned by Ellba CV,
a 50:50 joint venture between the Group and BASF.

United KingdomShell U.K. Limited on behalf of Shell Chemicals UK Ltd. (both
Group interest 100%) operates plants at Stanlow,
where base chemicals, detergents and intermediates, and industrial chemicals
are produced. Additives were also produced on behalf of
Infineum (Group interest 50%) although this ceased at the end of 2001. Basell
(Group interest 50%) at Carrington produces polypropylene
and low-density polyethylene. Derivatives from ethylene oxide and propylene
oxide are also manufactured at Carrington on behalf of
Shell Chemicals UK. On the former ICI site at Wilton, Shell Chemicals UK Ltd
has rights to an ethylene oxide supply and owns an
ethoxylation unit. At Fife in Scotland, ExxonMobil operates an ethylene plant
in which Shell Chemicals UK Ltd has an investment
in a processing rights agreement entitling it to 50% of the output.

Other Eastern Hemisphere

AustraliaBasell produces polypropylene at plants in Clyde and Geelong, and
operates a propylene splitting unit at Clyde.

ChinaOn December 28, 2000, Chinese authorities granted a business licence to
the newly formed joint venture CNOOC and
Shell Petrochemicals Company Ltd. This is a 50:50 joint venture between Shell
Nanhai BV (Group interest 100%) and CNOOC
Petrochemicals Investment Limited. A final investment decision will be made by
the venture partners by the end of 2002 and if
approved the joint venture plans to construct a petrochemicals complex in the
Huizhou municipality of the Guangdong province.
Its major products would include ethylene and propylene; styrene
monomer/propylene oxide; mono-ethylene glycol; polypropylene;
high-density polyethylene; low-density polyethylene; and butadiene. The
partners aim to complete construction by late 2005.

Saudi ArabiaThe Saudi Petrochemical Company (SADAF), a 50:50 joint venture
with Saudi Basic Industries Corporation, owns
a one million tonne a year ethylene cracker and downstream plants capable of
producing 3.6 million tonnes a year of crude
industrial ethanol, ethylene dichloride, caustic soda, styrene and methyl
tertiary butyl ether. Local and international marketing of
SADAF products is handled by the marketing arms of both partners. The Groups
marketing effort is co-ordinated by Shell Trading
(M.E.) Private Ltd. (Group interest 100%) located in Dubai, United Arab
Emirates.

SingaporeGroup companies own equity interests of 50% and 30% in two
Sumitomo-managed joint ventures, namely Petrochemical
Corporation of Singapore Private Ltd (PCS) and The Polyolefin Company
(Singapore) Pte Ltd (TPC) respectively. PCS owns and operates
two ethylene crackers with a total capacity of one million tonnes a year of
ethylene and 500,000 tonnes a year of propylene. In 2000,
a condensate splitter unit, owned 50:50 by PCS and the Group, but located in
and operated by the Groups refinery on Pulau Bukom,
was started up. This splitter supplies half of PCSs feedstock requirements.
Group companies also own 70% of Ethylene Glycols
(Singapore) Pte Ltd and 100% of Seraya Chemicals Singapore (Pte) Ltd, which own
and operate an ethylene oxide/glycols plant
and a styrene monomer/propylene oxide (SMPO) plant respectively. A new
world-scale SMPO plant is being built, on a 50:50
basis with BASF, on the Seraya site and is expected to start up in the second
half of 2002. Mitsubishi Chemical Corporation has
acquired capacity rights for up to 380,000 tonnes of styrene monomer with
regard to the existing and new SMPO plants.

USA

Shell Chemical LP (Group interest 99.1%) has manufacturing facilities located
at Mobile, Alabama; Martinez, California;
St. Rose, Geismar and Norco, Louisiana; and Deer Park, Texas. Manufactured
chemical products include lower olefins,
aromatics/phenol, solvents, ethylene oxide/glycol, higher olefins and their
derivatives, propanediol (PDO), styrene monomer-
propylene, additives and catalysts. These chemical products are used in many
consumer and industrial products and processes
and are sold primarily to industrial markets in the United States.

In 2001, the chemical products segment continued the overall expansion of the
Geismar, Louisiana manufacturing facility in
a project which will expand higher alcohols production by 150,000 tonnes a
year. Other components of the expansion include
providing additional production capacity through debottlenecking for detergent
alcohols/derivatives (Neodols) and plasticizer

Royal Dutch/Shell Group of Companies-Business and Property   31





---



##### Table of Contents



alcohols (Linevols). During 2002, it is expected that a new alcohol unit will
be completed, this unit will produce a proprietary
detergent alcohol product (High Solubility Alcohol). Additionally, a third
linear olefins unit is projected to be in production by
early second quarter 2002.

The joint venture (Group interest 62%) between Shell Chemical, BASF Corporation
and ATOFINA Petrochemicals, Inc., a division of
TotalFinaElf SA, continues with existing plans to build and operate a
world-scale integrated butadiene complex (including a world-scale butadiene extraction unit, indirect alkylation unit, pipelines, and other
offsite facilities) in Port Arthur, Texas. Planned for start
up in the first half of 2003, the butadiene extraction facility will have a
production capacity of 408,000 tonnes a year.

The lower olefins plant in Deer Park will be expanded through a major cracker
debottleneck project. The additional capacity of
approximately 406,000 tonnes of ethylene a year is planned to come on stream in
late 2003. When completed, the world-scale
Deer Park facility is expected to produce about 1.3 million tonnes of ethylene
a year. A major part of the Deer Park output will feed
a higher olefins and detergent development project at Geismar and a butadiene
joint venture at Port Arthur. Shell is planning to
connect these developments by pipelines with Deer Park.

Other Western Hemisphere

CanadaShell Chemicals Canada (Group interest 100%) produces styrene, isopropyl
alcohol, and ethylene glycol, and markets
a broad range of petrochemicals. Manufacturing locations are at Scotford,
Alberta, and Sarnia, Ontario. Basell owns and operates
a polypropylene unit both at Varennes, Quebec, and at Sarnia. Basell also
operates the isopropyl alcohol plant at Sarnia on behalf
of Shell Chemicals Canada Ltd.

5 Renewables

Group companies also seek opportunities in other businesses aimed at enhancing
longer-term prospects for profitability. As a
generator of green electricity and provider of renewable energy solutions,
Shell Renewables develops and operates wind farms,
manufactures and markets solar energy systems, and grows sustainably managed
forests.

The Solar business manufactures solar photovoltaic products in the Netherlands
and Germany. Sales operations have been
established in South Africa, through a joint venture with the national utility
Eskom (Group interest 50%), and with wholly-owned
companies in India, Sri Lanka and the Philippines to market and supply solar
home systems. In January 2002, the Group
announced its intention to acquire its partners 67% share in the
Siemens/EON/Shell global solar joint venture.

Shell is focusing on developing and operating wind farms and selling green
electricity, building on its strengths in project
management and offshore operations. With the acquisition of two new wind farms
in the USA  Rock River in Wyoming and White
Deer in Texas  the Group expanded its business during 2001 from 8 megawatts
(MW) capacity to 138MW. These wind farms
generate enough green electricity to meet the needs of some 60,000 US
households.

6 Other business activities

For information on Shell Hydrogen, Shell Capital, Shell Consumer and Shell
Internet Works see pages 5253.

32   Royal Dutch/Shell Group of Companies-Business and Property





---



##### Table of Contents



7    Research

Group research and development (R&D) programmes are carried out through a
worldwide network of laboratories, with major
efforts concentrated in the Netherlands, UK and USA; other laboratories are
located in Belgium, Canada, France, Germany, Japan
and Singapore. Group companies R&D expenses (including depreciation) for the
years 1997 to 2001 are set out below:

|                                     |  |  |      |  |  |  |      |  |  |  |      |  |  |            |      |  |  |  |      | 
|------------------------------------ |  |  | ---- |  |  |  | ---- |  |  |  | ---- |  |  | ---------- | ---- |  |  |  | ---- | 
|Research and development expenditure |  |  |      |  |  |  |      |  |  |  |      |  |  | $  million
|                                    
|                                     |  |  | 2001 |  |  |  | 2000 |  |  |  | 1999 |  |  |            | 1998 |  |  |  | 1997 | 
|                                    
|Total (including depreciation)       |  |  | 387  |  |  |  | 389  |  |  |  | 505  |  |  |            | 799  |  |  |  | 662  | 
|                                    

Exploration and ProductionR&D is enabling Group companies to find and extract hydrocarbon reserves more
efficiently. It also helps to reduce costs and
improve operations, for instance, by providing ways of enhancing or extending
existing infrastructure and minimising environmental
impact. R&D is also helping to improve safety through better understanding and
mitigating the underlying causes of accidents.

Specifically, R&D and other technical services aim to keep Group companies at
the forefront of technologies by which:



| |  | the subsurface can be imaged and modelled, with a view to improving
exploration success rates, increasing hydrocarbon
recovery and reducing lead times from discovery to production;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | the performance of oil and gas wells can be improved;                                                                                                                               
| 
| |  | unit production costs can be reduced, particularly in support of Group
companies deepwater activities;                                                                             
| 
| |  | unconventional resources and low mobility hydrocarbons can be profitably
developed; and                                                                                             
| 
| |  | best practices can be identified and implemented speedily at all
operating locations around the globe.                                                                              

Gas & PowerThe focus of R&D has been on cost leadership and the creation of viable
business opportunities through maintaining Shells competitive
position in liquefied natural gas (LNG) technology, particularly LNG
processing, safety, transport and storage. Recently the Floating
LNG (FLNG) concept has been added to Shell technology portfolio. The concept
benefits mainly from the elimination of a long pipeline
needed to deliver feed gas to shore-based plants in the commercialisation of
remote gas reserves. Group companies have a high
international reputation in matters of safety and the environment, and are
leading participants in the setting of safety standards for
gas operations. The Group is further developing its leading position in Gas to
Liquids (GTL) conversion through R&D programmes
aimed at improving catalysts and process technology to further reduce capital
costs and improve process efficiency. GTL product
development is also an important focus of work. Furthermore R&D efforts are
focused on maintaining a leading edge with regard
to sustainable development across the Gas & Power technology portfolio.

Oil ProductsR&D programmes continue to emphasise the improvement of key products and their
applications and the further advancement
of process technologies including related technical services that provide Group
companies with a competitive advantage. For the
fuels business, top tier differentiated fuels have been launched in 40
countries. For the lubricants business, about 40 new products
have been delivered. Product stewardship considerations, particularly those
related to health and the environment, continue to
be given high priority in all areas.

Process research continues to emphasise improvements to the reliability,
availability and control of refinery processes and gas
plants and supports the optimal exploitation of existing assets. Catalyst
development has contributed to increased margin generation.
Environmentally focused programmes provide solutions ranging from soil
remediation techniques to explosion hazard assessments.

A strategic programme aimed at developing medium-term options in sustainable
energy and sustainable mobility is pursued,
also covering new routes from biomass to bio-fuels. The further development of
the catalytic partial oxidation technology is being
followed up commercially and will enable the operation of fuel cells with
hydrocarbons.

Royal Dutch/Shell Group of Companies  Business and Property   33





---



##### Table of Contents



ChemicalsR&D and other technical services continue to improve key products and
technologies that provide Shell Chemicals with
leadership positions in selected products. Improvements in manufacturing
processes  achieved by means of increased
flexibility, product yield, energy efficiency or plant throughput  are leading
to lower production costs at existing facilities
intensification and manufacturing integration is resulting in lower unit
investment costs. Market positions are being
through the introduction of new product concepts, close technical links with
important industrial customers, and the full
of R&D into the business.

F            PERSONNEL

|                                        |  |           |    |  |      |  |    |      |  |  |      |  |  |      |     |  |  |  |     | 
|--------------------------------------- |  | --------- | -- |  | ---- |  | -- | ---- |  |  | ---- |  |  | ---- | --- |  |  |  | --- | 
|Employees
by segment (average numbers)a |  | thousands
|                                       
|                                        |  | 2001      |    |  | 2000 |  |    | 1999 |  |  | 1998 |  |  | 1997
|                                       
|Exploration and Production              |  |           | 14 |  |      |  | 13 |      |  |  | 14   |  |  |      | 16  |  |  |  | 17  | 
|                                       
|                                       
|                                       
|                                       
|Gas & Power                             |  |           | 2  |  |      |  | 2  |      |  |  | 1    |  |  |      | 1   |  |  |  | 1   | 
|                                       
|                                       
|                                       
|                                       
|Oil Products                            |  |           | 58 |  |      |  | 58 |      |  |  | 57   |  |  |      | 58  |  |  |  | 61  | 
|                                       
|                                       
|                                       
|                                       
|Chemicals                               |  |           | 9  |  |      |  | 14 |      |  |  | 18   |  |  |      | 20  |  |  |  | 21  | 
|                                       
|                                       
|                                       
|                                       
|Corporate and Other                     |  |           | 7  |  |      |  | 8  |      |  |  | 9    |  |  |      | 7   |  |  |  | 5   | 
|                                       
|                                        |  |           | 90 |  |      |  | 95 |      |  |  | 99   |  |  |      | 102 |  |  |  | 105 | 
|                                       

|                                                 |             |           |      |    |  |      |    |    |      |  |    |      |  |  |      |     |  |  |    |     | 
|------------------------------------------------ | ----------- | --------- | ---- | -- |  | ---- | -- | -- | ---- |  | -- | ---- |  |  | ---- | --- |  |  | -- | --- | 
|Employees by geographical area(average numbers)a |             | thousands
|                                                
|                                                 |             |           | 2001 |    |  | 2000 |    |    | 1999 |  |    | 1998 |  |  | 1997
|                                                
|Europe                                          
|                                                
|                                                
|                                                
|                                                
|                                                 | UK          |           |      | 10 |  |      |    | 10 |      |  |    | 11   |  |  |      | 12  |  |  |    | 11  | 
|                                                
|                                                
|                                                
|                                                
|                                                 | Netherlands |           |      | 10 |  |      |    | 10 |      |  |    | 9    |  |  |      | 9   |  |  |    | 10  | 
|                                                
|                                                
|                                                
|                                                
|                                                 | Others      |           |      | 18 |  |      |    | 21 |      |  |    | 22   |  |  |      | 20  |  |  |    | 19  | 
|                                                
|                                                 |             |           |      | 38 |  |      |    | 41 |      |  |    | 42   |  |  |      | 41  |  |  |    | 40  | 
|                                                
|                                                
|                                                
|                                                
|Other Eastern Hemisphere                         |             |           | 24   |    |  |      | 24 |    |      |  | 25 |      |  |  | 27   |     |  |  | 27 |    
|                                                
|                                                
|                                                
|                                                
|USA                                              |             |           | 12   |    |  |      | 14 |    |      |  | 15 |      |  |  | 17   |     |  |  | 22 |    
|                                                
|                                                
|                                                
|                                                
|Other Western Hemisphere                         |             |           | 16   |    |  |      | 16 |    |      |  | 17 |      |  |  | 17   |     |  |  | 16 |    
|                                                
|                                                 |             |           |      | 90 |  |      |    | 95 |      |  |    | 99   |  |  |      | 102 |  |  |    | 105 | 
|                                                

|                                       |  |           |    |  |      |  |    |      |  |  |      |  |  |      |     |  |  |  |     | 
|-------------------------------------- |  | --------- | -- |  | ---- |  | -- | ---- |  |  | ---- |  |  | ---- | --- |  |  |  | --- | 
|Employees by segment (at December 31)a |  | thousands
|                                      
|                                       |  | 2001      |    |  | 2000 |  |    | 1999 |  |  | 1998 |  |  | 1997
|                                      
|Exploration and Production             |  |           | 15 |  |      |  | 13 |      |  |  | 13   |  |  |      | 15  |  |  |  | 17  | 
|                                      
|                                      
|                                      
|                                      
|Gas & Power                            |  |           | 2  |  |      |  | 2  |      |  |  | 1    |  |  |      | 1   |  |  |  | 1   | 
|                                      
|                                      
|                                      
|                                      
|Oil Products                           |  |           | 58 |  |      |  | 58 |      |  |  | 56   |  |  |      | 58  |  |  |  | 64  | 
|                                      
|                                      
|                                      
|                                      
|Chemicals                              |  |           | 9  |  |      |  | 10 |      |  |  | 17   |  |  |      | 20  |  |  |  | 21  | 
|                                      
|                                      
|                                      
|                                      
|Corporate and Other                    |  |           | 7  |  |      |  | 7  |      |  |  | 9    |  |  |      | 8   |  |  |  | 4   | 
|                                      
|                                       |  |           | 91 |  |      |  | 90 |      |  |  | 96   |  |  |      | 102 |  |  |  | 107 | 
|                                      

|                                 |  |           |       |   |      |  |       |      |  |  |       |   |  |      |       |  |  |  |       | 
|-------------------------------- |  | --------- | ----- | - | ---- |  | ----- | ---- |  |  | ----- | - |  | ---- | ----- |  |  |  | ----- | 
|Employee emoluments              |  | $ million
|                                
|                                 |  | 2001      |       |   | 2000 |  |       | 1999 |  |  | 1998  |   |  | 1997
|                                
|Remuneration                     |  |           | 4,651 |   |      |  | 4,560 |      |  |  | 4,980 |   |  |      | 5,260 |  |  |  | 5,515 | 
|                                
|                                
|                                
|                                
|Social law taxes                 |  |           | 395   |   |      |  | 390   |      |  |  | 467   |   |  |      | 476   |  |  |  | 511   | 
|                                
|                                
|                                
|                                
|Pensions and similar obligations |  |           | (580  | ) |      |  | (577  | )    |  |  | (10   | ) |  |      | 245   |  |  |  | 82    | 
|                                
|                                 |  |           | 4,466 |   |      |  | 4,373 |      |  |  | 5,437 |   |  |      | 5,981 |  |  |  | 6,108 | 
|                                



|a |  | Excludes employees of associated companies such as those in Brunei,
Germany, Oman and USA. Includes 50% of the employees of Shell Expro
in the UK and of NAM in the Netherlands and 30% of Shell Petroleum
Development Nigeria.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

34   Royal
Dutch/Shell Group of Companies - Business and Property





---



##### Table of Contents








Selected Financial Data

|                                          |  |                                 |       |   |      |  |       |      |  |  |       |   |  |      |       |  |  |  |       | 
|----------------------------------------- |  | ------------------------------- | ----- | - | ---- |  | ----- | ---- |  |  | ----- | - |  | ---- | ----- |  |  |  | ----- | 
|Royal Dutch                               |  | per N.fl. 1.25 ordinary share a
|                                         
|                                          |  | 2001                            |       |   | 2000 |  |       | 1999 |  |  | 1998  | b |  | 1997 | b    
|                                         
|Net assets                              |  |                                 | 19.54 |   |      |  | 18.50 |      |  |  | 15.91 |   |  |      | 13.47 |  |  |  | 15.61 | 
|                                         
|                                         
|                                         
|                                         
|Total assets                            |  |                                 | 20.52 |   |      |  | 19.42 |      |  |  | 16.77 |   |  |      | 14.31 |  |  |  | 16.44 | 
|                                         
|                                         
|                                         
|                                         
|Profit after taxation  c                |  |                                 | 3.44  |   |      |  | 3.86  |      |  |  | 2.27  |   |  |      | 0.12  |  |  |  | 2.03  | 
|                                         
|                                         
|                                         
|                                         
|Dividends declared                      |  |                                 | 1.66  | d |      |  | 1.59  |      |  |  | 1.51  |   |  |      | 1.45  |  |  |  | 1.41  | 
|                                         
|                                         
|                                         
|                                         
|Dividends  equivalent
payment in dollars |  |                                 |       | e |      |  | 1.40  |      |  |  | 1.47  |   |  |      | 1.60  |  |  |  | 1.55  | 
|                                         



|a |  | The authorised share capital of Royal Dutch as set forth in its Articles of Association consists of 3,198,800,000
ordinary shares par value N.fl. 1.25 each, and 1,500 priority shares, par value N.fl. 1,000 each.
The number of ordinary shares and priority shares issued and paid up
at the end of 2000, 1999, 1998 and 1997 were 2,144,296,352 ordinary
shares and 1,500 priority shares, and at the end of 2001 were
2,126,647,800 ordinary shares and 1,500 priority shares. Translated into
a euro amount, the issued and paid-up share capital at the end of 2000,
1999, 1998 and 1997 was
1,216,979,748b and at the end of 2001 was 1,206,969,043.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| 
| 
| 
|b |  | The euro figures for 1997 and 1998 are translated from the guilder
amounts at the fixed conversion rate of 2.20371.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| 
| 
| 
| 
|c |  | The calculation of per share data includes shares held to back share options
(refer to Note 22 of the Group Financial Statements on page G2526). There
is no difference between basic and diluted earnings per share. Calculations
are based on a weighted average of 2,119,873,567 shares in issue during
the year 2001 (2000, 1999, 1998 and 1997: on 2,144,296,352 shares in
issue). For this purpose shares repurchased under the buyback programme
are deemed to have been cancelled on purchase date.                                                                                                                                                  
| 
| 
| 
| 
|d |  | Figure includes proposed final dividend of 0.96 per N.fl. 1.25 ordinary
share, subject to finalisation by the General Meeting of Shareholders to
be held on May 16, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| 
| 
| 
| 
|e |  | The 2001 final dividend in dollars will be determined by the
dollar/euro exchange rate ruling on May 21, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

|                           |  |                         |       |   |      |  |       |      |  |  |       |  |  |      |       |  |  |  |       | 
|-------------------------- |  | ----------------------- | ----- | - | ---- |  | ----- | ---- |  |  | ----- |  |  | ---- | ----- |  |  |  | ----- | 
|Shell Transport            |  | per 25p Ordinary sharea
|                          
|                           |  | 2001                    |       |   | 2000 |  |       | 1999 |  |  | 1998  |  |  | 1997
|                          
|Net assets  pence         |  |                         | 173.5 |   |      |  | 166.0 |      |  |  | 142.4 |  |  |      | 135.0 |  |  |  | 146.7 | 
|                          
|                          
|                          
|                          
|Total assets  pence       |  |                         | 182.6 |   |      |  | 175.0 |      |  |  | 151.1 |  |  |      | 144.0 |  |  |  | 156.2 | 
|                          
|                          
|                          
|                          
|Earnings  penceb          |  |                         | 30.7  |   |      |  | 33.8  |      |  |  | 21.4  |  |  |      | 0.5   |  |  |  | 17.8  | 
|                          
|                          
|                          
|                          
|Dividends declared  pence |  |                         | 14.8  | c |      |  | 14.6  |      |  |  | 14.0  |  |  |      | 13.5  |  |  |  | 13.1  | 
|                          



|a |  | The authorised share capital of Shell Transport as set forth in its
Memorandum of Association consists of £2,500,000,000 divided into
9,948,000,000 Ordinary shares of 25 pence each and 3,000,000 First
Preference shares of £1 each and £10,000,000 Second Preference shares
of £1 each.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The number of issued and paid up Ordinary shares, First Preference shares
and Second Preference shares of Shell Transport at the end of 2000, 1999,
1998 and 1997 was:

|                  |  |      |               |  |          |                         |               |  | 
|----------------- |  | ---- | ------------- |  | -------- | ----------------------- | ------------- |  | 
|                  |  |      |               |  |          | Number of issued shares |               | 
|                  |  |      |               |  |          | 2000, 1999              |               | 
|                  |  | 2001 |               |  | and 1998 |                         |              
|                  |  |      |              
|Ordinary share    |  |      | 9,748,625,000 |  |          |                         | 9,943,509,726 |  | 
|                 
|                 
|                 
|                 
|First Preference  |  |      | 2,000,000     |  |          |                         | 2,000,000     |  | 
|                 
|                 
|                 
|                 
|Second Preference |  |      | 10,000,000    |  |          |                         | 10,000,000    |  | 

The amount of issued and paid up share capital of Shell Transport at the
end of 2001, 2000, 1999 and 1998 was:

| |  |               |  |                            |              
| |  | ------------- |  | -------------------------- | -------------
| |  |               |  | Issued and paid up capital
| | 
| |  |               |  | 2000, 1999                
| |  |               |  |                           
| |  | 2001          |  | and 1998                  
| | 
| |  | 2,449,156,280 |  |                            | 2,497,877,432



|b |  | The calculation of per share data includes shares held to back share
options
(refer to Note 22 of the Group Financial Statements on pages G2526).
There
is no difference between basic and diluted earnings per share.
Calculations
are based on a weighted average of 9,832,071,191 shares in issue during
the year 2001 (2000 and 1999: on 9.943,509,726 shares in issue).
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| 
| 
| 
|c |  | Includes proposed final dividend of 8.95p per 25p Ordinary share, which
is subject to approval at the Annual General Meeting of Shell Transport
on May 16, 2002.                                                                                                                                                                                                             

|                                                          |  |                     |  |   |      |  |      |      |  |  |      |  |  |      |      |  |  |  |      | 
|--------------------------------------------------------- |  | ------------------- |  | - | ---- |  | ---- | ---- |  |  | ---- |  |  | ---- | ---- |  |  |  | ---- | 
|Shell Transport                                           |  | per New York Sharea
|                                                         
|                                                          |  | 2001                |  |   | 2000 |  |      | 1999 |  |  | 1998 |  |  | 1997
|                                                         
|Dividends and tax credits 
equivalent payment in dollars |  |                     |  | b |      |  | 1.24 |      |  |  | 1.31 |  |  |      | 1.33 |  |  |  | 1.42 | 
|                                                         



|a |  | One New York Share or American Depositary Receipt (ADR) = six 25p
Ordinary shares.
|- |  | ----------------------------------------------------------------------------------
| 
| 
| 
| 
|b |  | Not available at time of printing.                                                

Under the provisions of the UK/USA Double Taxation
Conventions, US resident holders of American Depositary
Receipts (New York Shares) receive a tax credit (currently
10/90 of the net dividend) concurrently with their dividend 
less a deduction for UK withholding tax at 15% or the value of
the tax credit, whichever is the lower. The tax credit was 1/4
of the net dividend for dividends paid in years prior to 1999.
US portfolio shareholders are subject to tax on the gross
dividend (net dividend plus tax credit) with credit for the UK
withholding tax. Amounts shown for 1997 are equivalent
payments in dollars before deduction of income tax at 15%.
The dividends paid in 1998 (1997 final and 1998 interim)
were foreign income dividends and, as such, carried no tax
credit and were not subject to withholding tax.

The payment of future dividends on shares of Royal Dutch
and Shell Transport will depend upon the Groups earnings,
financial condition (including its cash needs), future earnings
prospects and other factors. Additional information on
dividends is given under Royal Dutch Petroleum Company 
Articles of Association (page 59) and The Shell Transport
and Trading Company, Public Limited Company 
Memorandum and Articles of Association (page 70).

Selected Financial Data  35





---



##### Table of Contents






Discussion and Analysis of Financial Condition
and Results of Operations




Royal Dutch Petroleum Company

Translated into euros, Royal Dutchs share in the net income of the Royal
Dutch/Shell Group of Companies for the years 2001,
2000 and 1999 respectively amounts to 7,265 million, 8,272 million and 4,853
million. The dividends distributed from
Group companies to Royal Dutch for the years 2001, 2000 and 1999 were
respectively 6,148 million, 5,694 million and
3,183 million. When interest income has been added and administrative expenses
deducted, after-tax net income for the year
2001 amounted to 7,282 million compared with 8,285 million for 2000 and
4,861 million for 1999.

Royal Dutchs 60% interest in the Group net assets, expressed in dollars, has
been translated into a euro amount at the year-end
rate ($1= 1.1302 at December 31, 2001). The amount thus obtained, which
appears in the Balance Sheet on page R2, should
regarded as a reflection of the dollar value of Royal Dutchs interest in the
Groups assets and liabilities. Consequently, changes in
dollar/euro rate lead to translation effects in the Royal Dutch Financial
Statements. The movements in the value of the dollar,
$1= 1.0737 at December 31, 2000 and $1= 1.1302 at December 31, 2001, led to a
positive translation effect of 1,958
compared with a positive translation effect of 2,740 million in 2000. These
effects are dealt with separately from the Translation
effect arising from movements in dollar/euro rate, as shown in Note 4 on pages
R3 and R4 . The translation effects are dealt with
in the Balance Sheet items Investments in companies of the Royal Dutch/Shell
Group and Investment reserves.

The final dividend for 2001 proposed by the Supervisory Board and the Board of
Management is 0.96 on each of the ordinary
shares of N.fl. 1.25 outstanding at December 31, 2001. Subject to adoption of
this proposal by the General Meeting of Shareholders
to be held on May 16, 2002, payment of the final dividend will result in a
total dividend for 2001 of 1.66 per ordinary share
(compared with 1.59 and 1.51 per ordinary share for the years 2000 and 1999,
respectively).

Euro reportingWith effect from 1999 euro reporting has been adopted instead of guilder
reporting for the Financial Statements of Royal Dutch
Comparative data previously reported in guilders have been translated into euro
amounts using the fixed conversion rate of
2.20371 guilders per euro. However, the Financial Statements of the Royal
Dutch/Shell Group of Companies will continue to
be stated in dollars.

Share buyback and cancellation of sharesThe Supervisory Board and the Board of Management, authorised by the General
Meeting of Shareholders held on May 9,
approved a share buyback programme, which took effect on February 8, 2001.

The General Meeting of Shareholders held on May 17, 2001, adopted a proposal to
reduce the Companys issued share capital
by N.fl. 22,060,690 by cancellation of 17,648,552 ordinary shares which the
Company had acquired up to that date. This
cancellation effectively took place at September 5, 2001. The General Meeting
of Shareholders further renewed the authorisation
of the Board of Management, with effect from July 1, 2001, and for a period of
18 months, for the acquisition by the Company,
with due observance of the statutory provisions and for its own account, of
shares in its capital up to a maximum of 10% of the
issued capital. Such shares can be acquired on the stock exchange or otherwise
at a price between an amount equal to the par
value of the shares and an amount equal to 110% of the opening price quoted for
shares of the Company at Euronext Amsterdam
on the day of the acquisition or, in absence of such a price, the last previous
price quoted there.

The Company repurchased a total of 42,861,352 shares in 2001.

On February 7, 2002, it was announced that the Supervisory Board and Board of
Management had approved the continuation
of the share buyback programme, subject to prevailing conditions.

It will be proposed to the General Meeting of Shareholders to be held on May
16, 2002, to cancel the shares acquired by the
Company until that date and to renew the authorisation of the Board of
Management for the acquisition by the Company of its
own shares for a period of 18 months with effect from July 1, 2002.

Since the year end the Company had, under the share buyback programme,
purchased on the market as at March 13, 2002,
1,500,000 ordinary shares, representing 0.07% of the Companys issued capital
as at December 31, 2001, for a total cost of
84.76 million, including expenses, at an average price of 56.49 per share.

36  Discussion and Analysis of Financial Condition and Results of Operations





---



##### Table of Contents






The Shell Transport and Trading Company, Public Limited Company

Shell Transports earnings for the year 2001 amounted to £3,016.3 million
(£3,360.9 million in 2000; £2,123.6 million in 1999).
The amount available for distribution (inclusive of distributions from retained
earnings by companies of the Royal Dutch/Shell
Group) was £2,547.3 million in 2001 (£2,308.3 million in 2000; £1,393.1 million
in 1999).

Shell Transports net assets at December 31, 2001 were £16,914.4 million, in
comparison with £16,504.0 million at the end
of 2000. Of these two amounts, £16,032.2 million and £15,629.4 million
respectively represented Shell Transports share in
the net assets of companies of the Royal Dutch/Shell Group.

A final dividend of 8.95p per 25p Ordinary share has been declared for 2001.
Subject to its approval at the Annual General
Meeting to be held on May 16, 2002, dividends totalling 14.8p per 25p Ordinary
share are payable in respect of 2001,
in comparison with dividends paid of 14.6p and 14.0p for 2000 and 1999,
respectively.

Share buybackSince December 31, 2001 the Company had, under the Share buyback programme,
purchased on the market as at March 13,
2002, 7,400,000 Ordinary shares, representing 0.08% of the Companys issued
share capital as at December 31, 2001, for a
total cost of £35.40 million, including expenses, at an average price of 476.3
pence per share.

Shares purchased under the buyback programme will be cancelled and will not
rank for dividends, but any shares purchased
on or after April 17, 2002 will be entitled to the dividend payable on May 22,
2002.

Discussion and Analysis of Financial Condition and Results of Operations  37





---



##### Table of Contents






Royal Dutch/Shell Group of Companies

Summarised Financial Data

|                                                               |  |           |         |   |      |  |         |      |  |  |         |   |  |      |         |   |  |  |         |  
|-------------------------------------------------------------- |  | --------- | ------- | - | ---- |  | ------- | ---- |  |  | ------- | - |  | ---- | ------- | - |  |  | ------- | -
|Income data                                                    |  | $ million
|                                                              
|                                                               |  | 2001      |         |   | 2000 |  |         | 1999 |  |  | 1998    |   |  | 1997
|                                                              
|Sales proceeds                                                 |  |           |         |   |      |  |         |      |  |  |         |   |  |      |         |   |  |  |         |  
|                                                              
|                                                              
|                                                              
|                                                              
|Oil and gas                                                    |  |           | 162,925 |   |      |  | 175,372 |      |  |  | 135,472 |   |  |      | 124,712 |   |  |  | 155,998 |  
|                                                              
|                                                              
|                                                              
|                                                              
|Chemicals                                                      |  |           | 13,767  |   |      |  | 15,658  |      |  |  | 13,408  |   |  |      | 12,795  |   |  |  | 14,822  |  
|                                                              
|                                                              
|                                                              
|                                                              
|Other                                                          |  |           | 589     |   |      |  | 481     |      |  |  | 826     |   |  |      | 767     |   |  |  | 837     |  
|                                                              
|Gross proceeds                                                 |  |           | 177,281 |   |      |  | 191,511 |      |  |  | 149,706 |   |  |      | 138,274 |   |  |  | 171,657 |  
|                                                              
|                                                              
|                                                              
|                                                              
|Sales taxes, excise duties and similar levies                  |  |           | 42,070  |   |      |  | 42,365  |      |  |  | 44,340  |   |  |      | 44,582  |   |  |  | 43,502  |  
|                                                              
|Net proceeds                                                   |  |           | 135,211 |   |      |  | 149,146 |      |  |  | 105,366 |   |  |      | 93,692  |   |  |  | 128,155 |  
|                                                              
|                                                               |  |           |         |   |      |  |         |      |  |  |         |   |  |      |         |   |  |  |         |  
|                                                              
|                                                              
|                                                              
|                                                              
|Earnings by industry segmenta                                  |  |           |         |   |      |  |         |      |  |  |         |   |  |      |         |   |  |  |         |  
|                                                              
|                                                              
|                                                              
|                                                              
|Exploration and Production                                     |  |           | 8,023   |   |      |  | 10,059  |      |  |  | 4,753   |   |  |      | (60     | ) |  |  | 4,774   |  
|                                                              
|                                                              
|                                                              
|                                                              
|Gas & Power                                                    |  |           | 1,226   |   |      |  | 112     |      |  |  | 398     |   |  |      | (155    | ) |  |  | 318     |  
|                                                              
|                                                              
|                                                              
|                                                              
|Oil Products                                                   |  |           | 3,067   |   |      |  | 2,068   |      |  |  | 2,105   |   |  |      | 2,675   |   |  |  | 2,685   |  
|                                                              
|                                                              
|                                                              
|                                                              
|Chemicals                                                      |  |           | 230     |   |      |  | 992     |      |  |  | 1,064   |   |  |      | (525    | ) |  |  | 1,200   |  
|                                                              
|                                                              
|                                                              
|                                                              
|Other industry segments                                        |  |           | (287    | ) |      |  | (12     | )    |  |  | (28     | ) |  |      | (46     | ) |  |  | 155     |  
|                                                              
|Total operating segments                                       |  |           | 12,259  |   |      |  | 13,219  |      |  |  | 8,292   |   |  |      | 1,889   |   |  |  | 9,132   |  
|                                                              
|                                                              
|                                                              
|                                                              
|Corporate                                                      |  |           | (320    | ) |      |  | (825    | )    |  |  | (538    | ) |  |      | (810    | ) |  |  | (949    | )
|                                                              
|                                                              
|                                                              
|                                                              
|Minority interests                                             |  |           | (387    | ) |      |  | (30     | )    |  |  | (193    | ) |  |      | (178    | ) |  |  | (58     | )
|                                                              
|Earnings on an estimated current cost of supplies (CCS) basisb |  |           | 11,552  |   |      |  | 12,364  |      |  |  | 7,561   |   |  |      | 901     |   |  |  | 8,125   |  
|                                                              
|                                                              
|                                                              
|                                                              
|CCS adjustment                                                 |  |           | (700    | ) |      |  | 355     |      |  |  | 1,023   |   |  |      | (551    | ) |  |  | (372    | )
|                                                              
|Net income                                                     |  |           | 10,852  |   |      |  | 12,719  |      |  |  | 8,584   |   |  |      | 350     |   |  |  | 7,753   |  
|                                                              

|                                               |  |  |        |   |  |  |        |  |  |  |        |   |  |           |        |   |  |  |        |  
|---------------------------------------------- |  |  | ------ | - |  |  | ------ |  |  |  | ------ | - |  | --------- | ------ | - |  |  | ------ | -
|Assets and liabilities data(at December 31)    |  |  |        |   |  |  |        |  |  |  |        |   |  | $ million
|                                              
|Total fixed and other long-term assets         |  |  | 81,065 |   |  |  | 76,568 |  |  |  | 83,491 |   |  |           | 87,469 |   |  |  | 85,974 |  
|                                              
|                                              
|                                              
|                                              
|Net current assets/(liabilities)               |  |  | (2,989 | ) |  |  | 3,232  |  |  |  | (3,071 | ) |  |           | (8,541 | ) |  |  | (1,161 | )
|                                              
|                                              
|                                              
|                                              
|Total debt                                     |  |  | 5,820  |   |  |  | 7,427  |  |  |  | 12,931 |   |  |           | 13,810 |   |  |  | 10,607 |  
|                                              
|                                              
|                                              
|                                              
|Parent Companies interest in Group net assets |  |  | 56,160 |   |  |  | 57,086 |  |  |  | 56,171 |   |  |           | 54,962 |   |  |  | 60,386 |  
|                                              
|                                              
|                                              
|                                              
|Minority interests                             |  |  | 3,477  |   |  |  | 2,881  |  |  |  | 2,842  |   |  |           | 2,701  |   |  |  | 2,216  |  
|                                              
|Capital employed                               |  |  | 65,457 |   |  |  | 67,394 |  |  |  | 71,944 |   |  |           | 71,473 |   |  |  | 73,209 |  
|                                              

|                                                   |  |  |        |   |  |  |        |   |  |  |        |   |  |  |           |   |  |  |        |  
|-------------------------------------------------- |  |  | ------ | - |  |  | ------ | - |  |  | ------ | - |  |  | --------- | - |  |  | ------ | -
|Cash flow data                                     |  |  |        |   |  |  |        |   |  |  |        |   |  |  | $ million
|                                                  
|Cash flow provided by operating activities         |  |  | 16,933 |   |  |  | 18,359 |   |  |  | 11,059 |   |  |  | 14,729    |   |  |  | 16,730 |  
|                                                  
|                                                  
|                                                  
|                                                  
|Capital expenditure (including capitalised leases) |  |  | 9,626  |   |  |  | 6,209  |   |  |  | 7,409  |   |  |  | 12,859    |   |  |  | 12,274 |  
|                                                  
|                                                  
|                                                  
|                                                  
|Cash flow used in investing activities             |  |  | 9,108  |   |  |  | 1,571  |   |  |  | 3,023  |   |  |  | 12,500    |   |  |  | 13,605 |  
|                                                  
|                                                  
|                                                  
|                                                  
|Dividends paid                                     |  |  | 9,627  |   |  |  | 5,501  |   |  |  | 5,611  |   |  |  | 5,993     |   |  |  | 5,382  |  
|                                                  
|                                                  
|                                                  
|                                                  
|Cash flow used in financing activities             |  |  | 11,562 |   |  |  | 9,125  |   |  |  | 6,256  |   |  |  | 3,582     |   |  |  | 6,088  |  
|                                                  
|                                                  
|                                                  
|                                                  
|Increase/(decrease) in cash and cash equivalents   |  |  | (4,761 | ) |  |  | 7,388  |   |  |  | 1,326  |   |  |  | (1,589    | ) |  |  | (3,375 | )
|                                                  
|Other statistics                                   |  |  |        |   |  |  |        |   |  |  |        |   |  |  |           |   |  |  |        |  
|                                                  
|Return on average capital employedc                |  |  | 19.2   | % |  |  | 19.5   | % |  |  | 12.1   | % |  |  | 2.8       | % |  |  | 12.0   | %
|                                                  
|                                                  
|                                                  
|                                                  
|Total debt ratiod                                  |  |  | 8.9    | % |  |  | 11.0   | % |  |  | 18.0   | % |  |  | 19.3      | % |  |  | 14.5   | %
|                                                  



|a |  | From 2001, operating segment results exclude interest and other income
of a non-operational nature, interest expense, non-trading currency exchange
effects and tax on these items, which are now included in the Corporate
segment, and minority interests. Results for 19972000 have been restated
to reflect this change.                                                                                                                    
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| 
| 
| 
|b |  | On this basis, cost of sales of the volumes sold in the period is based
on the cost of supplies of the same period (instead of using the first-in
first-out (FIFO)
method of inventory accounting used by most Group companies) and allowance
is made for the estimated tax effect. These earnings are more comparable
with those of companies using the last-in first-out (LIFO) inventory basis
after excluding any inventory drawdown effects.
| 
| 
| 
| 
|c |  | CCS earnings plus the Group share of interest expense, less tax on the
interest expense, as a percentage of the Group share of average capital
employed.                                                                                                                                                                                                                                                                                         
| 
| 
| 
| 
|d |  | Total debt as a percentage of capital employed.                                                                                                                                                                                                                                                                                                                                                                                                  

38  Discussion and Analysis of Financial Condition and Results of Operations





---



##### Table of Contents



|                                                                                            |                                   |           |        |        |  |      |       |       |      |  |       |       |  |  |        |        |  |  |        |        | 
|------------------------------------------------------------------------------------------- | --------------------------------- | --------- | ------ | ------ |  | ---- | ----- | ----- | ---- |  | ----- | ----- |  |  | ------ | ------ |  |  | ------ | ------ | 
|Capital investment                                                                          |                                   | $ million
|                                                                                           
|                                                                                            |                                   |           | 2001   |        |  | 2000 |       |       | 1999 |  |       | 1988  |  |  | 1997  
|                                                                                           
|Capital expenditurea                                                                        |                                   |           |        |        |  |      |       |       |      |  |       |       |  |  |        |        |  |  |        |       
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Exploration and Production        |           |        | 6,875  |  |      |       | 3,801 |      |  |       | 4,137 |  |  |        | 6,474  |  |  |        | 5,724  | 
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Gas & Power                       |           |        | 313    |  |      |       | 288   |      |  |       | 470   |  |  |        | 1,816  |  |  |        | 47     | 
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Oil Products                      |           |        | 1,462  |  |      |       | 1,258 |      |  |       | 1,338 |  |  |        | 2,776  |  |  |        | 3,818  | 
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Chemicals                         |           |        | 685    |  |      |       | 726   |      |  |       | 1,178 |  |  |        | 1,491  |  |  |        | 2,422  | 
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Other                             |           |        | 291    |  |      |       | 136   |      |  |       | 286   |  |  |        | 302    |  |  |        | 263    | 
|                                                                                           
|                                                                                            |                                   |           |        | 9,626  |  |      |       | 6,209 |      |  |       | 7,409 |  |  |        | 12,859 |  |  |        | 12,274 | 
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Exploration expense(excluding depreciation and release of currency translation differences) |                                   |           | 857    |        |  |      | 753   |       |      |  | 1,062 |       |  |  | 1,595  |        |  |  | 1,160  |       
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|New equity investments in associated companies                                              |                                   |           | 704    |        |  |      | 605   |       |      |  | 630   |       |  |  | 871    |        |  |  | 1,341  |       
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|New loans to associated companies                                                           |                                   |           | 370    |        |  |      | 556   |       |      |  | 394   |       |  |  | 411    |        |  |  | 385    |       
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|Other investments                                                                           |                                   |           | 224    |        |  |      | 414   |       |      |  |      |       |  |  |       |        |  |  |       |       
|                                                                                           
|Total capital investment*                                                                   |                                   |           | 11,781 |        |  |      | 8,537 |       |      |  | 9,495 |       |  |  | 15,736 |        |  |  | 15,160 |       
|                                                                                           
|*comprising                                                                                 |                                   |           |        |        |  |      |       |       |      |  |       |       |  |  |        |        |  |  |        |       
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Exploration and Production        |           |        | 8,000  |  |      |       | 4,839 |      |  |       | 5,390 |  |  |        | 8,316  |  |  |        | 7,260  | 
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Gas & Power                       |           |        | 810    |  |      |       | 483   |      |  |       | 675   |  |  |        | 1,986  |  |  |        | 702    | 
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Oil Products                      |           |        | 1,518  |  |      |       | 1,565 |      |  |       | 1,356 |  |  |        | 2,843  |  |  |        | 4,050  | 
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Chemicals                         |           |        | 751    |  |      |       | 941   |      |  |       | 1,384 |  |  |        | 1,869  |  |  |        | 2,487  | 
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | Other segments                    |           |        | 332    |  |      |       | 153   |      |  |       | 296   |  |  |        | 311    |  |  |        | 276    | 
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                           
|                                                                                            | New loans to associated companies |           |        | 370    |  |      |       | 556   |      |  |       | 394   |  |  |        | 411    |  |  |        | 385    | 
|                                                                                           
|                                                                                            |                                   |           |        | 11,781 |  |      |       | 8,537 |      |  |       | 9,495 |  |  |        | 15,736 |  |  |        | 15,160 | 
|                                                                                           

|                                                         |           |         |        |  |         |  |        |         |  |  |         |      |  |  |        | 
|-------------------------------------------------------- | --------- | ------- | ------ |  | ------- |  | ------ | ------- |  |  | ------- | ---- |  |  | ------ | 
|Quarterly income data                                    | $ million
|                                                        
|                                                         |           |         |        |  |         |  |        |         |  |  |         | 2001
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         |           | 4th     |        |  | 3rd     |  |        | 2nd     |  |  | 1st    
|                                                         |           | Quarter |        |  | Quarter |  |        | Quarter |  |  | Quarter
|                                                        
|Gross proceeds                                           |           |         | 40,394 |  |         |  | 43,079 |         |  |  | 45,981  |      |  |  | 47,827 | 
|                                                        
|                                                        
|                                                        
|                                                        
|less sales taxes, excise duties and similar levies       |           |         | 10,669 |  |         |  | 10,430 |         |  |  | 10,171  |      |  |  | 10,800 | 
|                                                        
|                                                        
|                                                        
|                                                        
|Net proceeds                                             |           |         | 29,725 |  |         |  | 32,649 |         |  |  | 35,810  |      |  |  | 37,027 | 
|                                                        
|                                                        
|                                                        
|                                                        
|Cost of sales                                            |           |         | 24,585 |  |         |  | 26,310 |         |  |  | 28,314  |      |  |  | 28,630 | 
|                                                        
|                                                        
|                                                        
|                                                        
|Gross profit                                             |           |         | 5,140  |  |         |  | 6,339  |         |  |  | 7,496   |      |  |  | 8,397  | 
|                                                        
|                                                        
|                                                        
|                                                        
|Operating profit                                         |           |         | 1,930  |  |         |  | 4,625  |         |  |  | 6,347   |      |  |  | 7,100  | 
|                                                        
|                                                        
|                                                        
|                                                        
|Net income                                               |           |         | 900    |  |         |  | 2,454  |         |  |  | 3,608   |      |  |  | 3,890  | 
|                                                        
|Earnings on an estimated current cost of supplies basisb |           |         | 1,393  |  |         |  | 2,641  |         |  |  | 3,512   |      |  |  | 4,006  | 
|                                                        

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                                         |           |         |        |  |         |  |        |         |  |  |         |      |  |  |        | 
|-------------------------------------------------------- | --------- | ------- | ------ |  | ------- |  | ------ | ------- |  |  | ------- | ---- |  |  | ------ | 
|Quarterly income data                                    | $ million
|                                                        
|                                                         |           |         |        |  |         |  |        |         |  |  |         | 2000
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         |           | 4th     |        |  | 3rd     |  |        | 2nd     |  |  | 1st    
|                                                         |           | Quarter |        |  | Quarter |  |        | Quarter |  |  | Quarter
|                                                        
|Gross proceeds                                           |           |         | 50,811 |  |         |  | 49,478 |         |  |  | 46,042  |      |  |  | 45,180 | 
|                                                        
|                                                        
|                                                        
|                                                        
|less sales taxes, excise duties and similar levies       |           |         | 10,538 |  |         |  | 10,802 |         |  |  | 10,111  |      |  |  | 10,914 | 
|                                                        
|                                                        
|                                                        
|                                                        
|Net proceeds                                             |           |         | 40,273 |  |         |  | 38,676 |         |  |  | 35,931  |      |  |  | 34,266 | 
|                                                        
|                                                        
|                                                        
|                                                        
|Cost of sales                                            |           |         | 31,999 |  |         |  | 31,429 |         |  |  | 28,204  |      |  |  | 26,696 | 
|                                                        
|                                                        
|                                                        
|                                                        
|Gross profit                                             |           |         | 8,274  |  |         |  | 7,247  |         |  |  | 7,727   |      |  |  | 7,570  | 
|                                                        
|                                                        
|                                                        
|                                                        
|Operating profit                                         |           |         | 5,891  |  |         |  | 6,016  |         |  |  | 6,512   |      |  |  | 6,081  | 
|                                                        
|                                                        
|                                                        
|                                                        
|Net income                                               |           |         | 3,113  |  |         |  | 3,060  |         |  |  | 3,211   |      |  |  | 3,335  | 
|                                                        
|Earnings on an estimated current cost of supplies basisb |           |         | 3,490  |  |         |  | 2,768  |         |  |  | 3,025   |      |  |  | 3,081  | 
|                                                        

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                                         |           |         |        |  |         |  |        |         |  |  |         |      |  |  |        | 
|-------------------------------------------------------- | --------- | ------- | ------ |  | ------- |  | ------ | ------- |  |  | ------- | ---- |  |  | ------ | 
|Quarterly income data                                    | $ million
|                                                        
|                                                         |           |         |        |  |         |  |        |         |  |  |         | 1999
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         |           | 4th     |        |  | 3rd     |  |        | 2nd     |  |  | 1st    
|                                                         |           | Quarter |        |  | Quarter |  |        | Quarter |  |  | Quarter
|                                                        
|Gross proceeds                                           |           |         | 43,799 |  |         |  | 40,147 |         |  |  | 34,368  |      |  |  | 31,392 | 
|                                                        
|                                                        
|                                                        
|                                                        
|less sales taxes, excise duties and similar levies       |           |         | 11,586 |  |         |  | 11,361 |         |  |  | 10,772  |      |  |  | 10,621 | 
|                                                        
|                                                        
|                                                        
|                                                        
|Net proceeds                                             |           |         | 32,213 |  |         |  | 28,786 |         |  |  | 23,596  |      |  |  | 20,771 | 
|                                                        
|                                                        
|                                                        
|                                                        
|Cost of sales                                            |           |         | 25,341 |  |         |  | 22,441 |         |  |  | 18,189  |      |  |  | 15,868 | 
|                                                        
|                                                        
|                                                        
|                                                        
|Gross profit                                             |           |         | 6,872  |  |         |  | 6,345  |         |  |  | 5,407   |      |  |  | 4,903  | 
|                                                        
|                                                        
|                                                        
|                                                        
|Operating profit                                         |           |         | 4,713  |  |         |  | 4,471  |         |  |  | 3,240   |      |  |  | 2,808  | 
|                                                        
|                                                        
|                                                        
|                                                        
|Net income                                               |           |         | 2,582  |  |         |  | 2,378  |         |  |  | 1,946   |      |  |  | 1,678  | 
|                                                        
|Earnings on an estimated current cost of supplies basisb |           |         | 2,285  |  |         |  | 2,004  |         |  |  | 1,667   |      |  |  | 1,605  | 
|                                                        



|a |  | Capital expenditure includes tangible and intangible fixed assets
acquired on purchase of new Group companies and additional joint venture
interests.                                                                                                                                                                                                                                                                                            
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| 
| 
| 
|b |  | On this basis, cost of sales of the volumes sold in the period is based
on the cost of supplies of the same period (instead of using the first-in
first-out (FIFO)
method of inventory accounting used by most Group companies) and allowance
is made for the estimated tax effect. These earnings are more comparable
with those of companies using the last-in first-out (LIFO) inventory basis
after excluding any inventory drawdown effects.

39  Discussion and Analysis of Financial Condition and Results of Operations





---



##### Table of Contents



|                          |        |           |         |  |  |  |          |        |        |        |  |  |        |        |  |            |  |  |  |  | 
|------------------------- | ------ | --------- | ------- |  |  |  | -------- | ------ | ------ | ------ |  |  | ------ | ------ |  | ---------- |  |  |  |  | 
|US dollar exchange ratesa | 1 = $
|                         
|                          |        |           |         |  |  |  | Averageb |        |        | High   |  |  | Low    |        |  | Period end
|                         
|Year:                     |        |           |         |  |  |  |          |        |        |        |  |  |        |        |  |            |  |  |  | 
|                         
|                         
|                         
|                         
|                          | 1997   | c         |         |  |  |  |          | 0.8887 |        |        |  |  |        |        |  |            |  |  |  |  | 
|                         
|                         
|                         
|                         
|                          | 1998   | c         |         |  |  |  |          | 0.8996 |        |        |  |  |        |        |  |            |  |  |  |  | 
|                         
|                         
|                         
|                         
|                          | 1999   |           |         |  |  |  |          | 1.0588 |        |        |  |  |        |        |  |            |  |  |  |  | 
|                         
|                         
|                         
|                         
|                          | 2000   |           |         |  |  |  |          | 0.9209 |        |        |  |  |        |        |  |            |  |  |  |  | 
|                         
|                         
|                         
|                         
|                          | 2001   |           |         |  |  |  |          | 0.8909 |        |        |  |  |        |        |  |            |  |  |  |  | 
|                         
|                         
|                         
|                         
|                          |        |           |         |  |  |  |          |        |        |        |  |  |        |        |  |            |  |  |  | 
|                         
|                         
|                         
|                         
|Month:                    |        |           |         |  |  |  |          |        |        |        |  |  |        |        |  |            |  |  |  | 
|                         
|                         
|                         
|                         
|                          | 2001   |           | July    |  |  |  |          |        |        | 0.8797 |  |  |        | 0.8370 |  |            |  |  | 
|                         
|                         
|                         
|                         
|                          |        | August    |         |  |  |  |          |        | 0.9194 |        |  |  | 0.8775 |        |  |            |  | 
|                         
|                         
|                         
|                         
|                          |        | September |         |  |  |  |          |        | 0.9310 |        |  |  | 0.8868 |        |  |            |  | 
|                         
|                         
|                         
|                         
|                          |        | October   |         |  |  |  |          |        | 0.9181 |        |  |  | 0.8893 |        |  |            |  | 
|                         
|                         
|                         
|                         
|                          |        | November  |         |  |  |  |          |        | 0.9044 |        |  |  | 0.8770 |        |  |            |  | 
|                         
|                         
|                         
|                         
|                          |        | December  |         |  |  |  |          |        | 0.9044 |        |  |  | 0.8773 |        |  |            |  | 
|                         
|                         
|                         
|                         
|                          |        |           |         |  |  |  |          |        |        |        |  |  |        |        |  |            |  |  |  | 
|                         
|                         
|                         
|                         
|                          | 2002   |           | January |  |  |  |          |        |        | 0.9031 |  |  |        | 0.8594 |  |            |  |  | 
|                         
|                         
|                         
|                         
|                          |        | February  |         |  |  |  |          |        | 0.8778 |        |  |  | 0.8613 |        |  |            |  | 
|                         
|As at March 13, 2002      |        |           |         |  |  |  |          |        |        |        |  |  |        |        |  | 0.8770    
|                         

|                     |        |           |         |  |  |  |          |        |        |        |  |  |        |        |  |            |        |  |  |  | 
|-------------------- | ------ | --------- | ------- |  |  |  | -------- | ------ | ------ | ------ |  |  | ------ | ------ |  | ---------- | ------ |  |  |  | 
|                     | £1 = $
|                    
|                     |        |           |         |  |  |  | Averageb |        |        | High   |  |  | Low    |        |  | Period end
|                    
|Year:                |        |           |         |  |  |  |          |        |        |        |  |  |        |        |  |            |        | 
|                    
|                    
|                    
|                    
|                     | 1997   |           |         |  |  |  |          | 1.6397 |        |        |  |  |        |        |  |            |        |  |  |  | 
|                    
|                    
|                    
|                    
|                     | 1998   |           |         |  |  |  |          | 1.6602 |        |        |  |  |        |        |  |            |        |  |  |  | 
|                    
|                    
|                    
|                    
|                     | 1999   |           |         |  |  |  |          | 1.6146 |        |        |  |  |        |        |  |            |        |  |  |  | 
|                    
|                    
|                    
|                    
|                     | 2000   |           |         |  |  |  |          | 1.5138 |        |        |  |  |        |        |  |            |        |  |  |  | 
|                    
|                    
|                    
|                    
|                     | 2001   |           |         |  |  |  |          | 1.4382 |        |        |  |  |        |        |  |            |        |  |  |  | 
|                    
|                    
|                    
|                    
|                     |        |           |         |  |  |  |          |        |        |        |  |  |        |        |  |            |        | 
|                    
|                    
|                    
|                    
|Month:               |        |           |         |  |  |  |          |        |        |        |  |  |        |        |  |            |        | 
|                    
|                    
|                    
|                    
|                     | 2001   |           | July    |  |  |  |          |        |        | 1.4290 |  |  |        | 1.3995 |  |            |        |  | 
|                    
|                    
|                    
|                    
|                     |        | August    |         |  |  |  |          |        | 1.4577 |        |  |  | 1.4135 |        |  |            |        | 
|                    
|                    
|                    
|                    
|                     |        | September |         |  |  |  |          |        | 1.4745 |        |  |  | 1.4444 |        |  |            |        | 
|                    
|                    
|                    
|                    
|                     |        | October   |         |  |  |  |          |        | 1.4795 |        |  |  | 1.4214 |        |  |            |        | 
|                    
|                    
|                    
|                    
|                     |        | November  |         |  |  |  |          |        | 1.4650 |        |  |  | 1.4095 |        |  |            |        | 
|                    
|                    
|                    
|                    
|                     |        | December  |         |  |  |  |          |        | 1.4588 |        |  |  | 1.4164 |        |  |            |        | 
|                    
|                    
|                    
|                    
|                     |        |           |         |  |  |  |          |        |        |        |  |  |        |        |  |            |        |  |  | 
|                    
|                    
|                    
|                    
|                     | 2002   |           | January |  |  |  |          |        |        | 1.4482 |  |  |        | 1.4074 |  |            |        |  | 
|                    
|                    
|                    
|                    
|                     |        | February  |         |  |  |  |          |        | 1.4322 |        |  |  | 1.4117 |        |  |            |        | 
|                    
|As at March 13, 2002 |        |           |         |  |  |  |          |        |        |        |  |  |        |        |  |            | 1.4157
|                    



|a |  | Exchange rates are based upon the noon buying rate in New York City for cable transfers in
foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.                         
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| 
| 
| 
|b |  | Calculated by using the average of the exchange rates on the last business day of each month
during the year.                                                                                                    
| 
| 
| 
| 
|c |  | The euro-to-dollar exchange rates prior to the fixing of the euro conversion rate in January 1999
are derived from guilders-per-dollar exchange rates and the fixed guilders-per-euro conversion
rate of 2.20371.

40   Discussion and Analysis of Financial Condition and Results of Operations





---



##### Table of Contents






Summary of Group Results

|                                                              |           |      |        |   |      |  |        |      |  |  |        |  
|------------------------------------------------------------- | --------- | ---- | ------ | - | ---- |  | ------ | ---- |  |  | ------ | -
|Financial Results                                             | $ million
|                                                             
|                                                              |           | 2001 |        |   | 2000 |  |        | 1999
|                                                             
|Net income                                                    |           |      | 10,852 |   |      |  | 12,719 |      |  |  | 8,584  |  
|                                                             
|Change                                                        |           |      | -15    | % |      |  | +48    | %    |  |  | +2,353 | %
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |           |      |        |   |      |  |        |      |  |  |        |  
|                                                             
|                                                             
|                                                             
|                                                             
|Earnings on an estimated current
cost of supplies (CCS) basis |           |      | 11,552 |   |      |  | 12,364 |      |  |  | 7,561  |  
|                                                             
|Change                                                        |           |      | -7     | % |      |  | +64    | %    |  |  | +739   | %
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |           |      |        |   |      |  |        |      |  |  |        |  
|                                                             
|                                                             
|                                                             
|                                                             
|Special credits/(charges)                                     |           |      | (432   | ) |      |  | (747   | )    |  |  | 468    |  
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |           |      |        |   |      |  |        |      |  |  |        |  
|                                                             
|                                                             
|                                                             
|                                                             
|Adjusted CCS earningsa                                        |           |      | 11,984 |   |      |  | 13,111 |      |  |  | 7,093  |  
|                                                             
|Change                                                        |           |      | -9     | % |      |  | +85    | %    |  |  | +38    | %
|                                                             



|a |  | Earnings on an estimated CCS basis excluding special items.
|- |  | -----------------------------------------------------------

2001Earnings for the year of $11,984 million on an estimated current cost of
supplies basis excluding special items were the second
highest ever, 9% lower than the record results of 2000. Lower crude oil prices
and weaker refining and chemicals margins more
than offset the benefits of increased hydrocarbon production, better marketing
margins and cost improvements. Reported net
income fell 15% to $10,852 million.

Lower costs made a substantial contribution to earnings, with cost improvements
of $5.1 billion (relative to a 1998 baseline)
exceeding the Groups $5 billion target. Cost improvements were achieved by all
major businesses. Exploration and Production
delivered $2.1 billion, of which $0.7 billion resulted from lower exploration
expenses. Oil Products also contributed $2.1 billion
to the total, while Chemicals delivered $0.7 billion and other businesses $0.2
billion. With the economic slowdown and increased
competition, continued cost management is a key driver for sustained business
performance. New unit cost targets have been set
equivalent to improvements of $500 million a year.

Capital investment rose 38% to $11.8 billion, mainly due to increased spending
on growth projects in Exploration and Production.
The return on average capital employed on a CCS earnings basis was 19.2%, just
below the record 19.5% in 2000. The total debt
ratio at the end of the year was 8.9%. Cash, cash equivalents and short-term
securities amounted to $6.7 billion.

Total hydrocarbon production was at its highest levels in recent history and 2%
higher than in 2000. Oil production fell by 2%
because of natural declines in some fields, divestments and field performance.
Production of natural gas, demand for which is
rising faster than that for oil, was 10% higher than in 2000.

Crude oil prices weakened over the course of the year, with the sharpest falls
recorded in the aftermath of September 11. Brent
crude prices averaged $24.45 a barrel, compared with $28.50 a barrel in 2000.
Oil prices were relatively robust until September,
with market concerns over the economic slowdown in the USA offset by production
restraints by the leading oil exporting countries.
But post-September 11 fears of a global recession triggered additional price
falls. Oil prices are expected to remain unsettled given
the uncertain economic outlook.

With the exception of the US Gulf coast, industry refining margins fell last
year driven by weakening demand due to the general
economic slowdown. Refining margins in Europe and the USA are expected to
remain under pressure in the first half of 2002,
but could benefit if the US economy begins to recover later in the year.
Surplus refining capacity in Asia-Pacific suggests margins
will remain under pressure throughout 2002.

Marketing earnings benefited from higher gross fuels margins and the continued
roll-out of differentiated fuels, which have now
been introduced in 40 countries.

Trading conditions for the Chemicals business were challenging, especially in
the USA, where the impact of falling demand was
exacerbated by new capacity. Chemical volumes were essentially unchanged from
2000 and the outlook for Chemicals depends
on the timing of any economic recovery in the USA.

Discussion and Analysis of Financial Condition and Results of Operations   41





---



##### Table of Contents



2000On an estimated current cost of supplies (CCS) basis excluding special items,
earnings for 2000  at $13,111 million  were 85%
higher than those achieved in 1999. Reported net income for 2000 was $12,719
million, 48% above the 1999 result.

The overall business environment was more favourable as the benefit of higher
oil and gas prices and higher refining margins
more than offset the effects of lower marketing and chemicals margins. There
was also a strong underlying earnings increase
due mainly to cost improvements.

The cost improvement target for the end of 2001 (relative to the 1998
baseline), which was increased to $4 billion a year in
December 1999, was reached a full year ahead of schedule. The $4.0 billion
achieved comprised $1.9 billion for Exploration and Production (of which $840 million was from exploration expense savings),
$1.4 billion for Oil Products, $550 million for
Chemicals and $130 million for other businesses. The new cost improvement
target of $5 billion a year by the end of 2001,
was announced in December 2000.

Capital investment for 2000 totalled $8.5 billion, 10% down from the 1999
figure. The return on average capital employed
on a CCS earnings basis for 2000 was 19.5%; in 1999 it was 12.1%. The total
debt ratio at the end of 2000 was 11.0%;
cash, cash equivalents and short-term securities amounted to $11.4 billion.

Underlying oil production growth for 2000 was 5%. Including the effects of
divestments and production sharing contracts, oil
volumes were essentially unchanged. Underlying gas production was 7% higher
than in 1999. Including the effects of divestments
and production sharing contracts, gas volumes were 4% higher than in 1999.

Oil products sales volumes in 2000 were 4% higher than in 1999. Chemical sales
volumes were lower than in 1999, however,
excluding the effects of divestments and the formation of Basell, underlying
chemicals business growth was 7%.

In 2000, Brent crude prices averaged $28.50 a barrel compared to $17.95 a
barrel in 1999. Oil prices climbed steadily during
much of the year due to production restraints by the major oil exporting
countries. These restraints prevented global oil stocks from
recovering to normal seasonal levels.

Industry refining margins recovered in all markets from the record low levels
of 1999 as product stocks remained low throughout 2000.

Chemicals trading conditions were particularly challenging in 2000. Towards the
end of the year, cracker margins fell sharply
to below the levels seen at the same time in 1999, and very difficult
conditions prevailed in businesses downstream of the cracker.

EXPLORATION AND PRODUCTION

|                          |           |      |       |   |      |  |        |      |  |  |       |  
|------------------------- | --------- | ---- | ----- | - | ---- |  | ------ | ---- |  |  | ----- | -
|                          | $ million
|                         
|                          |           | 2001 |       |   | 2000 |  |        | 1999
|                         
|Segment earnings          |           |      | 8,023 |   |      |  | 10,059 |      |  |  | 4,753 |  
|                         
|                         
|                         
|                         
|                          |           |      |       |   |      |  |        |      |  |  |       |  
|                         
|                         
|                         
|                         
|Special credits/(charges) |           |      | (24   | ) |      |  | 623    |      |  |  | 190   |  
|                         
|                         
|                         
|                         
|                          |           |      |       |   |      |  |        |      |  |  |       |  
|                         
|                         
|                         
|                         
|Adjusted segment earnings |           |      | 8,047 |   |      |  | 9,436  |      |  |  | 4,563 |  
|                         
|Change                    |           |      | -15   | % |      |  | +107   | %    |  |  | +111  | %
|                         

2001Earnings
Adjusted earnings for 2001 of $8,047 million were 15% below the $9,436 million
reported in 2000. The benefits from the highest
hydrocarbon production in recent history and a 7% rise in gas realisations were
more than offset by declining oil prices and
increased depreciation and exploration expenses. Performance improvements
remained a priority, and cost savings totalling $2.1
billion against a 1998 baseline were achieved in 2001. Special charges for 2001
amounted to $24 million, compared with special
credits of $623 million in 2000, mainly related to gains from divestments.

42   Discussion and Analysis of Financial Condition and Results of Operations





---



##### Table of Contents



Crude oil and natural gas pricesIn 2001, the Brent crude oil price averaged $24.45 a barrel compared to $28.50
a barrel in 2000. Oil prices were affected
during much of the year by the deterioration of the global economy and
over-supply in the world oil market. Due to uncertainties
surrounding economic growth and oil supply, crude prices are expected to remain
volatile in 2002.

Natural gas prices outside the USA remain linked to liquids prices, and
therefore in 2001 displayed similar volatility, declining
in the second half of the year. US gas prices in particular declined markedly
from record levels early in 2001.

Oil and gas production
Total hydrocarbon production rose by 2% in 2001. A 10% increase in gas
production was offset by a 2% decline in oil production.
Gas production was boosted by the acquisition of Fletcher Challenge Energy
(FCE) in New Zealand, new fields in the UK, USA and
Egypt and higher demand in the Netherlands, UK and Nigeria. The decrease in oil
production was mainly attributable to normal
declines in the UK, USA, Gabon and Australia and divestments in 2000. There was
also some disappointing field performance
in the UK. These decreases were partly offset by production from FCE and from
fields that came on stream in the USA and UK.

Total oil and gas production for the five-year period from a 2000 baseline is expected to grow at an average annual rateof some
3% a year.

Portfolio actions
The upstream portfolio was strengthened in 2001 through both exploration success and acquisitions. Two major discoveries were made in Nigeria, one of which  Bonga South-West  was the largest
industry discovery made in 2001, while Bolia-1X is
still being analysed. In Brazil, Block BS-4, with estimated recoverable
reserves of over 300 million barrels of oil equivalent, could
become the cornerstone for the Groups offshore developments in that country.
New exploration licenses were also acquired in all
the geographic areas where the Group has strategic interests.

The portfolio was further enhanced by the acquisitions of FCE in New Zealand
and McMurry Energy Company (McMurry)
in the USA. The acquisition of FCE has strengthened the Groups presence in
Asia-Pacific. McMurry has proven natural gas
reserves in the Rocky Mountains. There were no significant divestments in 2001.

Also during 2001, two core venture agreements were signed in Saudi Arabia as
part of the Kingdoms initiative to open its gas
and power sector to foreign investment. The Group will be a partner in Core
Venture 1 (South Ghawar gas development and
related projects; Group interest 25%) and will lead Core Venture 3 (projects in
South Rub al Khali and Shaybah areas; Group
interest 40%).

In April 2002, the Group announced that it had entered into an agreement to
acquire Enterprise Oil plc (Enterprise) in the
UK at a price of £7.25 per share in cash (valuing the total equity at
approximately $5.0 billion), plus assumption of Enterprise
outstanding debt (at December 31, 2001 this was approximately $1.2 billion).
Completion of
the transaction is subject to approval
by Enterprise shareholders and regulatory authorities.

Capital investmentCapital investment of $8.0 billion was $3.2 billion higher than in 2000, mainly
as a result of the acquisitions of FCE and McMurry,
as well as increased project activity, especially in Canada, the USA and
Nigeria. Two major developments that highlight Shells
expertise in the technologically demanding but highly prospective deepwater
environment, came on stream in 2001. Brutus, the
Groups fifth successful tension-leg platform in the Gulf of Mexico (Group
interest 100%), was completed ahead of schedule and
below budget. Malampaya (Group interest 45%), located in 850 metres of water
off the Philippines, came on stream on time and
within budget. The combined gas and power Malampaya project will provide about
30% of that countrys power generation
requirements. In addition to the gas at Malampaya, an oil rim was recently
discovered.

ReservesThe proved hydrocarbon reserves replacement ratio for 2001 is 74%. The proved
hydrocarbon reserves replacement ratio before
the effect of divestments and acquisitions is 52%, and the three-year rolling
average (including oil sands) now stands at 101%.
Proved reserves are equivalent to more than 14 years of current production. The
additions to proved reserves arose mainly from
discoveries and extensions in the USA and the UK, acquisitions in New Zealand,
the USA and Brunei, improved recovery in Denmark
and Oman and revisions in existing fields in the Netherlands and Nigeria,
offset by negative revisions in Canada and Egypt.

Discussion and Analysis of Financial Condition and Results of Operations  43





---



##### Table of Contents



2000
Excluding special items, record adjusted earnings of $9,436 million in 2000
were more than double the $4,563 million reported in
1999. The main reasons were higher oil prices (Brent was up 59%), higher gas
realisations and volumes and lower operating and
exploration expenses. Compared to the 1998 baseline, cost improvements reached
$1.9 billion a year. This included $840 million
lower exploration expense.

Including a net special gain of $623 million, reported earnings amounted to
$10,059 million in 2000. Special items comprised
mainly the profits on sale of a number of assets in the USA, the UK and
Australia.

Brent crude prices averaged $28.50 a barrel compared to $17.95 a barrel in
1999. Oil prices rose throughout much of 2000 due
to production restraints by the major oil exporting countries which prevented
global oil stocks from recovering to normal seasonal levels.

Underlying oil production growth for 2000 was 5% as the benefits of new fields
in the UK, USA, Oman and Canada and a lower
impact from community disturbances in Nigeria were partly offset by normal
field declines. Including the effects of divestments
and production sharing contracts, oil volumes were essentially unchanged.

Underlying gas production in 2000 was 7% higher than in 1999 as increases in
Oman, USA, UK, Egypt and Nigeria more
than offset decreases in the Netherlands and Germany. Including the effects of
divestments
and production sharing contracts,
gas volumes were 4% higher than in 1999.

The exchange of certain of the Groups interests in the UK North Sea and in the
Gulf of Mexico for Marathons interest in Sakhalin
Energy in Russia was completed. A 7.5% interest in Sakhalin Energy was
subsequently sold to Mitsubishi, resulting in a Group
share of 55% and the lead role in the development and operation of the Sakhalin
project.

In April 2000, the Groups 36% common interest in Altura  an associated
company in the USA  was sold. The Group share
of Alturas production in 1999 represented approximately 54,000 barrels of oil
equivalent per day.

In Australia, the Groups interest in the Barrow and Thevenard Island
(Carnarvon Basin) concessions was divested. In the UK,
the divestment of the Groups interest in the Elgin and Franklin fields was
concluded.

A letter of intent was signed to participate in the Saudi Natural Gas
Initiative.

Capital investment of $4.8 billion was $0.6 billion lower than in 1999,
reflecting continued investment discipline, stringent project
selection, favourable exchange rate impact and project rephasing.

The proved hydrocarbon reserves replacement ratio for 2000 was 105% (before the
effects of a significant divestment and
acquisition programme). Therefore production during the year of 1.4 billion
barrels of oil equivalent was more than replaced.
Including the net effect of divestments and acquisitions, the replacement ratio
was 69%.

The three-year rolling average proved hydrocarbon reserves replacement ratio
(including oil sands and portfolio activities) stands
at 117%.

The three-year rolling average oil and natural gas proved reserves replacement
ratio (excluding oil sands) stands at 102%.

The additions to proved reserves arose mainly from discoveries and extensions
in the USA and West Africa, improved recovery in
Oman and Canada and revisions in existing fields in Oman and Venezuela, offset
by the divestment of the Altura interest in the USA.

44   Discussion and Analysis of Financial Condition and Results of Operations





---



##### Table of Contents



GAS & POWER

|                          |           |      |       |   |      |  |      |      |  |  |     |  
|------------------------- | --------- | ---- | ----- | - | ---- |  | ---- | ---- |  |  | --- | -
|                          | $ million
|                         
|                          |           | 2001 |       |   | 2000 |  |      | 1999
|                         
|Segment earnings          |           |      | 1,226 |   |      |  | 112  |      |  |  | 398 |  
|                         
|                         
|                         
|                         
|                          |           |      |       |   |      |  |      |      |  |  |     |  
|                         
|                         
|                         
|                         
|Special credits/(charges) |           |      | 9     |   |      |  | (641 | )    |  |  | 104 |  
|                         
|                         
|                         
|                         
|                          |           |      |       |   |      |  |      |      |  |  |     |  
|                         
|                         
|                         
|                         
|Adjusted segment earnings |           |      | 1,217 |   |      |  | 753  |      |  |  | 294 |  
|                         
|Change                    |           |      | +62   | % |      |  | +156 | %    |  |  | -31 | %
|                         

2001
EarningsAdjusted earnings for 2001 of $1,217 million were a record, and 62% higher than
the $753 million reported in 2000. This was
mainly due to the growth in LNG volumes at the Nigeria and Oman facilities that
came on stream in 2000, higher trading income
and a performance bonus related to the natural gas liquids business in North
America. These improvements were partly offset by
lower results in power generation and higher project development costs
associated with growing the business.

The growth in the LNG business was reflected in the 19% increase in equity LNG
sales volumes, which reached 8.9 million tonnes
in 2001, compared to 7.5 million tonnes in 2000.

Segment earnings for 2001 included a net special credit of $9 million. In 2000,
segment earnings included net special charges
of $641 million, mainly from the restructuring of assets in the USA.

Capital investmentCapital investment was $810 million compared with $483 million in 2000,
excluding new loans to associated companies. Main
investments during 2001 related to LNG projects, LNG shipping, power
developments, offshore pipelines in the USA and the
acquisition of equity stakes in gas distribution companies in Egypt and Greece.

Portfolio actionsThe portfolio of LNG supply projects continues to grow, consolidating Shells
leadership position in the expanding industry. A fourth
train (the basic LNG processing unit) of 4.2 million tonnes per annum (Mtpa)
was approved in Australia for the North West Shelf
project for start up in 2004. It will supply existing and new Japanese
customers. In Nigeria a 2.9 Mtpa third train is under construction
for completion at the end of 2002. In the first quarter of 2002, NLNG committed
to a further two-train expansion, the NLNG Plus
project to supply US and European markets. A third expansion of the Malaysia
LNG facility is under construction; the two additional
trains will add some 7 Mtpa of LNG capacity in 2003. Other expansions of
existing LNG facilities are being considered, while
progress was made with new greenfield projects in Sakhalin (off Russias
Pacific coast) and Venezuela.

Underpinning these supply projects, Shell has also secured access to several
emerging LNG markets, including capacity rights in
re-gasification terminals close to growing gas markets such as Cove Point and
Elba Island in the USA, and in Spain. The Hazira
terminal in Gujarat is now under construction to supply the growing Indian
market. Two further LNG carriers were ordered for
delivery in 2003/4 to support the growing LNG portfolio.

A floating LNG plant is being proposed for the development of the Sunrise gas
fields in the Timor Sea, off Australia. This innovative
design would be a cheaper and more effective alternative to traditional field
development and LNG technology, and the same concept
is also applicable to other remote offshore gas fields that might otherwise be
uneconomic to develop.

Further studies were announced into investment opportunities for Shells Gas to
Liquids technology (Shell Middle Distillate Synthesis)
that turns gas into ultra-clean liquid fuels.

In Egypt, the Group acquired 18% of the shares in Natgas, which has a 20-year
concession to build and operate a natural gas
transmission and distribution network aimed at industrial and commercial
customers.

A coal gasification project is underway in Chinas Hunan province, using Shell
technology to supply feedstock for a fertilizer plant.
This project is part of the alliance agreement with Sinopec.

Discussion and Analysis of Financial Condition and Results of Operations    45





---



##### Table of Contents



Four new power plants in the USA, UK, Australia and China were commissioned by
InterGen (Group interest 68%) during 2001.
Twelve more plants are under construction and other projects are under
consideration. Two power plants designed to supply electricity
during peak demand periods were commissioned to supply the growing California
energy market. These were the first to be approved
under the California Energy Commissions emergency procedures. In the first
quarter of 2002 Kinder Morgan purchased InterGens
Tejas Gas pipeline and storage system. In addition, the Group won bids for the
refurbishment of two power projects in Nigeria.

2000Adjusted earnings for 2000 of $753 million were more than double those achieved
in 1999 ($294 million). This was mainly due to
income from new liquefied natural gas (LNG) plants in Nigeria and Oman, higher
LNG margins, and higher marketing and trading
earnings in North America. The Group share of LNG sales volumes reached 7.5
million tonnes in 2000, compared to 5.5 million
tonnes in 1999.

Including special charges of $641 million, arising principally from the
restructuring of assets in the USA (see Note 10 to the Group
Financial Statements on pages G15G16), reported earnings amounted to a profit
of $112 million for 2000.

Capital investment was $483 million excluding new loans to associated
companies. Major investments over 2000 related to power
developments through InterGen and in South America, LNG shipping, Nigeria LNG,
pipelines in the USA and finalisation of the
rebuild of the Gas to Liquids plant in Malaysia.

A second LNG train came into operation in Nigeria in February 2000 and first
cargoes of LNG were delivered from Oman in
April. Letters of intent were signed for the sale of up to two million tonnes
of LNG a year to Japanese gas companies starting
in 2004 from an expansion of the North West Shelf LNG plant in Australia. In
Malaysia, the Groups interest in the Malaysia LNG
Tiga plant was increased from 10% to 15%. A joint development agreement was
signed to progress a Venezuelan LNG project.
The Group and its partners in Nigeria and Oman agreed to look at expansion of
their LNG projects.

A bid was successful for capacity in the US Cove Point LNG terminal which
provides access to the growing US market. Agreements
are also in place to develop a regasification terminal in Brazil and import
projects are being developed in China and India.

In Greece, a 30-year franchise for the development and operation of the gas
supply in the Athens region was awarded to a
consortium in which the Group has a 19.6% interest. A joint venture company was
set up to sell gas and electricity to customers
in Victoria, Australia.

An expansion of the InterGen joint venture with Bechtel was completed. This
involved the transfer of certain gas pipeline and power
assets in the USA into the joint venture, and an increase of the Groups
interest in InterGen from 50% to 68%. InterGen secured
financing on six power plants in 2000. This brings the number of plants under
construction to 12 in total and will add a further
5.2GW (gigawatts) to the current net operating capacity of 1.2GW.

The Shell Middle Distillate Synthesis (SMDS) plant in Bintulu, Malaysia
restarted on schedule. Advances in Shell Gas to Liquids
technology and economies of scale led to the announcement that up to four
plants, each with a capacity of 75,000 barrels a day,
could be built in the next decade.

46  Discussion and Analysis of Financial Condition and Results of Operations





---



##### Table of Contents



OIL PRODUCTS

|                          |           |      |       |   |      |  |       |      |  |  |       |  
|------------------------- | --------- | ---- | ----- | - | ---- |  | ----- | ---- |  |  | ----- | -
|                          | $ million
|                         
|                          |           | 2001 |       |   | 2000 |  |       | 1999
|                         
|Segment earningsa         |           |      | 3,067 |   |      |  | 2,068 |      |  |  | 2,105 |  
|                         
|                         
|                         
|                         
|                          |           |      |       |   |      |  |       |      |  |  |       |  
|                         
|                         
|                         
|                         
|Special credits/(charges) |           |      | (310  | ) |      |  | (970  | )    |  |  | 155   |  
|                         
|                         
|                         
|                         
|                          |           |      |       |   |      |  |       |      |  |  |       |  
|                         
|                         
|                         
|                         
|Adjusted segment earnings |           |      | 3,377 |   |      |  | 3,038 |      |  |  | 1,950 |  
|                         
|Change                    |           |      | +11   | % |      |  | +56   | %    |  |  | -32   | %
|                         



|a |  | CCS earnings.
|- |  | -------------

2001
EarningsRecord adjusted CCS earnings of $3,377 million were 11% up on 2000. The strong
performance reflected the benefits from
an extensive cost improvement programme that has delivered $2.1 billion in
savings compared with a 1998 baseline.
The rationalisation of under-performing assets also underpinned the improved
performance.

Outside the USA, adjusted CCS earnings rose by 13% to $2,975 million. Higher marketing earnings were supported by higher
gross fuels margins and the continuing introduction of differentiated
fuels, part of a strategy of extracting greater value from the
Shell brand through marketing innovations. Differentiated fuels have now been introduced in 40 countries.

In the USA, adjusted earnings were $402 million compared with $395 million in 2000. The Equilon and Motiva joint ventures
recorded higher earnings, but these were partially offset by higher expenses
outside these ventures.

Earnings from trading again made a substantial contribution and benefits
continue to accrue from the integration of trading
operations on a global basis.

Special charges in 2001 totalled $310 million worldwide, principally constituting restructuring and re-branding expenses connected
with the acquisition of Texacos interests in the Equilon and Motiva joint ventures. The special charges for 2000 were mainly related
to the impairment of the Rayong refinery in Thailand.

The improved marketing performance in 2001 was partly offset by a decline in
refining earnings. Refinery intake was 3% down
2000, and margins came under pressure, particularly in the second half of the
year. This was the result of lower demand due to
economic slowdown, a consequent rise in stocks and increased competition
exacerbated by surplus industry capacity.

Industry refining margins in Rotterdam averaged $1.80 a barrel in 2001,
compared with $3.00 in 2000. Refining margins were
also under pressure elsewhere. In Singapore, the average refining margin fell
from $1.20 a barrel in 2000 to just $0.80 because
of surplus refining capacity in Asia-Pacific. On the US Gulf coast, the average
refining margin rose from $4.50 a barrel in 2000
to $5.30 in 2001, reflecting strong US gasoline prices in the first half of
2001.

With crude oil and product prices being lower towards the end of 2001 compared
to 2000, inventory holding losses amounting
to $700 million were reported. Inventory holding gains/losses
are included in cost of sales in the Group Statement of Income.

Capital investmentCapital investment for 2001 amounted to $1,518 million, compared with $1,565 million in 2000. The focus was on marketing
operations in key countries. In 2001 these accounted for $1,102 million of the total, while $360 million was spent on refining
assets and $56 million on investment in associated companies.

Discussion and Analysis of Financial Condition and Results of Operations   47





---



##### Table of Contents



Portfolio actionsSubstantial progress was made in 2001 in strengthening the Groups presence in
key established markets and in broadening
its base in new markets.

The potential for significant performance improvement in the USA was enhanced
by the agreements with Texaco and Saudi Refining
Inc. (SRI), regarding the Equilon and Motiva refining and marketing joint
ventures. In February 2002, Shell acquired Texacos 44%
interest in Equilon to become the sole owner, and Shell and SRI acquired
Texacos interest in Motiva and became joint owners on
a 50:50 basis. The aggregate purchase price for these interests was $2.1
billion together with the assumption of $1.4 billion of debt
and $0.3 billion in pension liabilities. The acquisitions will enable a simpler
management structure to be put in place in the USA
and the re-branding and upgrading of the network will enhance Shells status as
one of the leading gasoline brands in the worlds
biggest oil market. Annual earnings improvements of $400 million (pre-tax) by
2004 are envisaged.

In December 2001, regulatory approval was received for a joint venture with
RWE-DEA in Germany, Europes largest oil products
market. The joint venture will be a step-change in Shells oil products
presence in Germany, and will be consolidated in the Groups
Financial Statements from the first quarter 2002. Synergies and cost savings of
$150 million (pre-tax) a year from 2003 are
expected, and the joint venture will be fully integrated with Shells wider
European oil products structure.

Shell Global Solutions, providing technology and technical expertise and
services to industry customers, continues to grow, and
has generated increased earnings for the third consecutive year. These results
suggest there is significant demand for the selected
technology that Shell has made available on a commercial basis to a wide range
of major
international customers.

The greatest increase in the demand for oil products over the next decade is
expected to be in non-OECD countries, and during the
year Shell concentrated its efforts on broadening its presence in the most
promising ones. A joint venture agreement was completed
with Sinopec in China for a major expansion of Shell service stations in one of
the worlds fastest-growing economies. Another
priority area is Eastern Europe, where Shells differentiated fuels have proved
particularly successful in the countries where they
have been introduced.

In March 2002, Shell Oil Company announced that it had entered into an
agreement to acquire Pennzoil-Quaker State Company
(PQS) in the USA at a price of $22 per share in cash (valuing the total equity
at approximately $1.8 billion), plus assumption of
PQS outstanding debt (at December 31, 2001 this was approximately $1.1
billion). Completion of the transaction is subject to
approval by PQS shareholders and regulatory authorities. This transaction is
expected to be completed in the second half of 2002.

2000Adjusted CCS earnings for 2000 of $3,038 million were 56% higher than in 1999.
This reflected the benefit of higher refining
margins as well as accelerated cost improvements, partly offset by a decline in
fuels marketing margins. Cost improvements
compared to the 1998 baseline reached $1.4 billion a year.

Special items for 2000 amounted to a net charge of $970 million. This included
a net charge of $783 million from asset disposals
and impairment, mainly comprising a charge of $800 million for the impairment
of the Rayong refinery in Thailand (see Note 10
to the Group Financial Statements on pages G15-G16). In addition there were
charges of $187 million, principally related to
provisions for litigation, environmental remediation, restructuring and
redundancy.

In 2000 there were inventory holding gains of $355 million, as oil prices rose
through the major part of the year. In 1999 there were
higher inventory holding gains of $1,023 million. Inventory holding
gains/losses are included in cost of sales in the Group Statement
of Income. Including these holding gains, reported earnings were $2,423 million
in 2000 compared to $3,128 million in 1999.

In 2000, industry refining margins recovered in all markets from the
historically low levels of 1999 as product stocks remained low
throughout the year. Refining margins increased from an average of $1.00 a
barrel in 1999 to $3.00 a barrel in Rotterdam, from
$0.65 to $1.20 in Singapore and from $1.95 to $4.50 on the US Gulf Coast.

Outside the USA, adjusted CCS earnings rose to $2,643 million, an increase of
50% over 1999. This reflected the benefits of
higher refining margins and accelerated structural cost reduction, partly
offset by a sharp decline in gross fuels marketing margins.

48  Discussion and Analysis of Financial Condition and Results of Operations





---



##### Table of Contents



Refining earnings recovered sharply as industry margins strengthened. Lower
unit refining costs further benefited earnings. There
was also a higher contribution from trading operations as the benefits of the
formation of the Groups global trading network
continued to grow. A progressive decline in gross fuels margins negatively
affected marketing earnings over the greater part of
2000 as supply costs rose faster than sales prices. Reductions in unit
marketing expenses and the successful launch in 30 countries
of a differentiated fuels programme provided a substantial offset to the lower
gross margins. Total inland sales volumes for 2000
were 1% lower than in 1999.

In the USA, adjusted CCS earnings rose from $193 million in 1999 to $395
million in 2000. Motiva and Deer Park achieved
income improvements whereas earnings in Equilon were lower. Refining earnings
benefited from higher industry margins on
the West and Gulf Coasts but marketing earnings declined, as rising supply
costs squeezed margins in fuels and lubricants.

Capital investment during 2000 amounted to $1.6 billion compared to $1.4
billion in 1999. Marketing remained the prime
with the retail network attracting the highest proportion of capital
expenditure.

Major progress was achieved in 2000 through the restructuring of refinery and
retail portfolios and a programme of acquisition
and divestment activities.

Actions to strengthen the refinery portfolio continued. In Europe the Sola
refinery in Norway was closed and the Cressier refinery
in Switzerland sold; in the USA Equilons Wood River refinery was sold.

Re-shaping of the retail portfolio progressed with the integration of retail
sites acquired via swap and purchase arrangements
the Shell networks in Greece, Italy, Poland, the Czech Republic and countries
in West and East Africa. Sales of retail sites were
completed in mid-west Brazil and south-eastern Italy.

CHEMICALS

|                          |           |      |     |   |      |  |     |      |  |  |       |  
|------------------------- | --------- | ---- | --- | - | ---- |  | --- | ---- |  |  | ----- | -
|                          | $ million
|                         
|                          |           | 2001 |     |   | 2000 |  |     | 1999
|                         
|Segment earnings          |           |      | 230 |   |      |  | 992 |      |  |  | 1,064 |  
|                         
|                         
|                         
|                         
|                          |           |      |     |   |      |  |     |      |  |  |       |  
|                         
|                         
|                         
|                         
|Special credits/(charges) |           |      | (11 | ) |      |  | 67  |      |  |  | 76    |  
|                         
|                         
|                         
|                         
|                          |           |      |     |   |      |  |     |      |  |  |       |  
|                         
|                         
|                         
|                         
|Adjusted segment earnings |           |      | 241 |   |      |  | 925 |      |  |  | 988   |  
|                         
|Change                    |           |      | -74 | % |      |  | -6  | %    |  |  | +53   | %
|                         

2001
EarningsDespite 2001 being one of the most challenging years for the chemical industry,
the business remained profitable. The difficult trading
conditions were reflected in the 74% fall in adjusted earnings to $241 million.
Underlying volumes (excluding feedstock trading
divested businesses) were maintained however, in spite of weak markets. Lower
unit margins in most businesses, particularly in the
USA, accounted for the decline in earnings. Lower demand due to the economic
slowdown, combined with new capacity coming
on stream also affected chemical markets.

Sales proceeds were down 30%, but allowing for the effects of divestments and
portfolio restructuring, the decrease was 5%.

The weakness in cracker margins in the USA was exacerbated by a reversal in the
second half of the year in the normally
favourable economics of the liquid feedstocks used by Shell crackers. Cracker
margins in Europe, although generally lower
than in 2000, were better than in the USA.

Annual cost improvements of $726 million against the 1998 baseline have exceeded the $650 million target.

Discussion and Analysis of Financial Condition and Results of Operations   49





---



##### Table of Contents



Capital investmentCapital investment in 2001 totalled $751 million, compared with $941 million in
2000. Capital is mainly being directed to projects
that enhance the Groups ability to manufacture and sell bulk petrochemical
building blocks to large industrial customers.

Portfolio actionsThe large-scale divestment programme announced in 1998, which has led to a
radical restructuring of the chemicals business and a
reduction in capital employed from $12.7 billion to $8.5 billion, was completed
in early 2001. However, portfolio actions have continued.

The acquisition of the Yabucoa refinery in Puerto Rico at the end of 2001 will
improve the supply of feedstocks to Shell operations
in Texas and Louisiana. Plans were announced to expand the lower olefins plant
at Deer Park in Texas. This expansion will require
only 70% of the unit capital cost of a new development. The application of
Shell technology, coupled with expertise in cracking
heavier feedstocks, will give the plant an advantaged commercial position and
ethylene production capacity at the site will rise
by about 400,000 tonnes a year.

Basell, the 50:50 joint venture with BASF, announced the rationalisation of
polyolefin production in both Europe and the USA.

Plans were also announced for a new world-scale plant to produce polymer
polyols  used in the production of specialist foams
for the furniture and automotive industries  at Pernis, near Rotterdam in the
Netherlands. Also in the Netherlands, work has started
on a new benzene extraction unit at Moerdijk which, when complete, will lead to
reduced movements of benzene in Europe.

In China, which is expected to be one of the largest petrochemicals markets,
the joint venture (Group interest 50%) with CNOOC
Petrochemicals Investment Limited to build and operate a petrochemicals complex
in Guangdong Province, is now in the stage of
project definition. Subject to the final investment decision later in 2002, the
partners aim to complete construction by late 2005.

2000Adjusted 2000 earnings were $925 million, which compares with $988 million in
1999, when there was a benefit from lower taxation.
The adjusted 2000 earnings exclude special credits of $67 million, resulting
mainly from a net gain from the divestment programmes,
partly offset by provisions for litigation. Reported earnings for 2000 of $992
million compare with $1,064 million in 1999.

Chemicals sales volumes in 2000 were 3% lower than in 1999. Excluding the
effects of divestments and the formation of Basell
(see below), there was an underlying increase of 7% mainly due to expansions in
styrene monomer/propylene oxide, lower olefins,
ethylene oxide/glycols and phenol in the Netherlands, the USA and Singapore.
Overall unit margins were down 11% while
underlying unit margins were 5% lower as higher feedstock costs squeezed
margins, particularly in businesses downstream of the
cracker such as polyolefins. Cracker margins rose in the first half of 2000 but
then fell significantly, especially towards the end
of the year. Weaker currencies in Europe also adversely impacted margins.
Underlying fixed costs fell by 1%. This, plus the increase
in volumes, meant that underlying unit fixed costs fell by 7%. Cost
improvements reached $550 million a year compared to the
1998 baseline.

Capital investment in 2000 was $0.9 billion, which compares with $1.4 billion
in 1999. Significant items in 2000 included:
an expansion of cracker capacity at Moerdijk, the Netherlands; expansion of
higher olefins production at Geismar, USA;
and completion and start-up of the mono-ethylene glycol unit at Scotford,
Canada.

The sale of the polyethylene terephthalate business was finalised in May 2000
and the resins and versatics business was sold in
November 2000. At the end of September 2000, Basell, a 50:50 joint venture with
BASF, was formed creating one of the worlds largest
polyolefins companies. The venture combined the assets of Montell and Targor,
the polypropylene businesses of the Group and BASF
respectively, and Elenac, the polyethylene joint venture formed in 1997 with
BASF. Also during the year, the Group participated
in the creation of Elemica, an independent e-marketplace.

In China, a joint venture contract was signed with CNOOC Petrochemicals
Investment Limited for a $4 billion petrochemical
complex (Group interest 50%) in the Guangdong province.

50  Discussion and Analysis of Financial Condition and Results of Operations





---



##### Table of Contents



OTHER INDUSTRY SEGMENTS

|                          |           |      |      |   |      |  |     |      |  |  |     |  
|------------------------- | --------- | ---- | ---- | - | ---- |  | --- | ---- |  |  | --- | -
|                          | $ million
|                         
|                          |           | 2001 |      |   | 2000 |  |     | 1999
|                         
|Segment earnings          |           |      | (287 | ) |      |  | (12 | )    |  |  | (28 | )
|                         
|                         
|                         
|                         
|                          |           |      |      |   |      |  |     |      |  |  |     |  
|                         
|                         
|                         
|                         
|Special credits/(charges) |           |      | (96  | ) |      |  | 83  |      |  |  | (29 | )
|                         
|                         
|                         
|                         
|                          |           |      |      |   |      |  |     |      |  |  |     |  
|                         
|                         
|                         
|                         
|Adjusted segment earnings |           |      | (191 | ) |      |  | (95 | )    |  |  | 1   |  
|                         

Renewables

2001
In 2001, Renewables reinforced its competitive position in the rapidly
expanding global market for renewable energy sources.
The focus is on wind energy and solar power, the fastest-growing segments of
this market. These have grown by more than 20%
a year, and the strategy of Renewables is to establish significant,
commercially viable businesses in both areas.

In January 2002, the Group announced its intention to acquire its partners 67%
share in the Siemens/EON/Shell global solar
joint venture. This establishes the Group as the worlds fourth largest
supplier of solar panels in a market which is growing by
around 25% a year. Shell is working on the development of a low-cost
manufacturing process for thin-film solar panels to help
broaden the solar market by bringing down costs, one of the main commercial
barriers to the wider application of solar energy.
Renewables also announced what will be one of the worlds biggest solar rural
electrification projects, in a remote area of western
China, where solar home systems will be installed in 78,000 households.

Wind power is also a promising market, with growing demand for green
electricity. In 2001, a 50 megawatt (MW) wind farm
in Wyoming, and an 80MW wind farm in Texas were acquired. The two projects,
which between them can meet the energy needs
of some 60,000 households, have boosted total installed capacity from 8MW to
138MW. The focus will remain on developing and
operating wind farms, a business that builds on Shells expertise in deal
structuring and project management. New opportunities to
develop additional wind farms in the USA, Europe and Africa are being
evaluated.

2000Renewables aims to position the Group as a leader in renewable energy. Amongst
the new renewable electricity sources,
wind energy is nearly as competitive as conventional electricity and the
industry is growing at more than 30% a year. The first UK
offshore wind farm at Blyth, in which the Group has a 33% interest, began
operation, and generates enough electricity to supply
3,000 households. The aim is to gain a competitive position in offshore wind
energy using the Groups skills in the design,
implementation and operation of complex engineering projects.

In Solar, Renewables will build on the experience gained through existing
operations in cell and module manufacture and
marketing. The overall industry growth is some 2025% a year, with the growth
strongest in developed countries where the market
is stimulated by strong government-supported programmes. Consolidation within
the solar industry has led to a small number of
large players emerging and continued pressure to reduce production costs. The
proposed merger with Siemens Solar GmbH is
an important development.

Biomass, while currently the largest provider of renewable energy, is growing
more slowly. The Forestry business achieved
significant increases in sales volumes and reductions in costs in the face of
depressed markets.

Discussion and Analysis of Financial Condition and Results of Operations    51





---



##### Table of Contents



Shell Hydrogen*

2001In 2001, research intensified into the technologies that could underpin the
future transformation away from fossil fuels and towards
a hydrogen and fuel cell-based economy. Shell Hydrogen continued to develop its
presence in a number of promising technological
areas. Four joint ventures were created, two of which are private capital joint
ventures that will invest in emerging companies
concentrating on promising hydrogen and fuel cell technology. The remaining two
focus on existing technology. One commercialises
hydrogen-producing fuel processors while the other focuses on metal hydride
hydrogen storage tanks.

The speed and intensity with which the emerging hydrogen economy develops will
depend in part on the pace of regulatory and
political change, especially regarding air emissions and the perceived threat
of global warming. Growing concerns about security
of energy supplies could also lead to heightened government interest in the
industry, while electricity and gas market liberalisation
has resulted in greater interest in smaller, more localised energy providers.

Shell Capital

2001Shell Capital provides loans, credit cards and other financial products to
individual and business customers in the energy
and transport related sectors.

Shell Capital has been operating for three years and the focus in 2001 was on
extending the range of products on offer, as well
as expanding existing services. In the business sphere, Shell Capital made a
number of loans to independent oil and gas producers
in the USA, Canada and the Caspian Sea region. The expertise available within
the Group provides insights into the viability
of such projects and supports the selection process. In the USA, a number of
loans were made to gasoline and convenience store
owners. In Norway, a Shell Visa card was launched, and in the UK Shell Capital
entered the vehicle financing market. Progress
was also made in building up Shell Capitals talent pool by attracting highly
skilled people from the wider financial services industry.

2000In 2000, Shell Capital continued to develop business lines in producer loans,
consumer finance, structured finance and commercial
lending. Shell Capital took over the management of the euroShell fuel card and
multi-lingual portals were introduced across Europe
for euroShell customers. A range of internet-enabled insurance products was
launched in the Netherlands. A number of loan
transactions with independent oil and gas companies were completed.

Shell Consumer*

2001Shell Consumer was formed as a new business in March 2001. It has a mandate to grow new value in the consumer market and
took over responsibility for the development of the Groups existing retail gas
and power business.

The focus of the business development activity in 2001 was primarily centred on
retail energy, car servicing, heating, ventilation
and climate control services, mobile services for motorists on the move and a
range of services for home owners delivered via
the internet.



|* |  | Please note there is no historic material for these newly-introduced
sections.
|- |  | ------------------------------------------------------------------------------

52   Discussion and Analysis of Financial Condition and Results of Operations





---



##### Table of Contents



Shell Internet Works

2001Shell Internet Works uses the internet and related technologies to develop new
channels, products and services for business and
consumers while serving as a vehicle for introducing new capabilities into the
Group and the accelerated digitisation of its business
processes.

In 2001, the focus was on establishing and extending commercial relationships
with Shell customers by offering innovative new
channels of communication.

In the business-to-business area, Shell has minority investments in
Trade-Ranger, the leading energy and petrochemical
e-procurement exchange, and Currenex, the online foreign currency trading
business. Trade-Ranger completed its second round
financing in 2001 and Currenex continues to grow rapidly as new functionality
is added, aimed at extending its technological lead
over its rivals.

In Argentina and Singapore, consumer-oriented portals were launched which
provide customers with a variety of services and
products. In both cases this includes ordering online and delivery of goods via
the local service station network.

Shell Internet Ventures, the Groups venture capital fund, made six investments
totalling $25 million in technology companies with
products and services relevant to Shell businesses.

2000Every business pursued e-business opportunities initiatives during 2000. In the
business-to-business sector, Group companies
conducted e-business with customers and suppliers through dedicated extranets.
The Group also co-founded, or participated in,
nine business-to-business market places and exchanges. In the consumer area,
Shell-branded initiatives were undertaken in many
markets. Internally the focus was on digitising the business, and on the cost
reductions and process efficiencies which this brings.
In addition, a new business, Shell Internet Works, was established early in
2000 to develop cross-business and novel internet-related
opportunities. This managed the Groups participation in Trade-Ranger, the
leading energy and petrochemicals e-procurement
exchange, which began operations in third quarter 2000. By end 2000 there were
e-procurement sites across the Group, operating
in 18 locations in North America, Europe, Asia-Pacific and Africa. An equity
investment was made in Currenex Inc., an internet-
based foreign exchange service which started to provide services to the Groups
Treasury. A corporate venture capital fund was
established to invest in appropriate internet-related ventures.

CORPORATE

2001Adjusted earnings for 2001 are a loss of $320 million, a $317 million
improvement over the $637 million loss recorded in 2000,
reflecting reduced net interest expense from a year earlier and favourable
currency exchange effects. The special charges in 2000
mainly related to the endowment of The Shell Foundation.

2000In 2000, adjusted losses of $637 million were $99 million above those achieved
in 1999. This was due to higher currency exchange
losses and lower tax credits, partly offset by lower interest expenses.

Reported earnings in 2000 included special charges totalling $188 million,
mainly related to the impact of the endowment of The
Shell Foundation. The Foundation has been established to reinforce and
complement the Groups business approach to sustainable
development and social performance. The Group has endowed the foundation with
$250 million from which it will derive income
to fund its programmes.

Discussion and Analysis of Financial Condition and Results of Operations   53





---



##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES

Statement of Cash FlowsThe net effect of the flow of funds for the year was a decrease of $4.8 billion
in cash and cash equivalents.

Cash flow generated by operations decreased from $18.4 billion in 2000 to $16.9
billion in 2001, mainly reflecting the decrease
in income. Within cash flow used in investing activities (net $9.1 billion),
capital expenditure and new investments in associates
increased by $3.3 billion to $10.7 billion. There were proceeds from sales of
assets and disposals of investments in associates
of $1.8 billion; in 2000 such proceeds amounted to $6.1 billion. Dividends of
$9.4 billion were paid in 2001 to the Parent
Companies, Royal Dutch and Shell Transport, an increase of $4.2 billion
compared with 2000. This increase was primarily
utilised by the Parent Companies for their share buyback programmes. In
addition there was net debt repayment of $1.7 billion.

Financial conditionCash, cash equivalents and short-term securities were $6.7 billion at the end
of 2001 (the majority being held in dollars),
down $4.8 billion on 2000, whilst the total of short and long-term debt
decreased by $1.6 billion to $5.8 billion. The total debt
ratio decreased from 11.0% in 2000 to 8.9% in 2001.

Net assets decreased by $0.9 billion to $56.2 billion during the year. Fixed
and other long-term assets increased by $4.5 billion
to $81.1 billion. Net current assets/liabilities decreased by $6.2 billion
resulting in net liabilities of $3.0 billion. Available funds
are considered to be sufficient to meet working capital needs.

Capital investmentGroup companies capital expenditure, exploration expense, new investments in
associated companies and other investments
increased by $3.3 billion to $11.8 billion in 2001. Exploration and Production
expenditure, at $8.0 billion (2000: $4.8 billion),
accounted for more than two-thirds of this total. Oil Products investment
totalled $1.5 billion (2000: $1.6 billion). Chemicals
investment was $0.8 billion (2000: $0.9 billion), whilst Gas & Power accounted
for $0.8 billion (2000: $0.5 billion).

Capital investment in 2002 is expected toincrease to around $14 billion, including the acquisition of additional interests in Equilon
and Motiva in the USA. Exploration and Production continues to be the major element of capital investment. It is expected that the
Group companies investment programme will be financed largely from internally
generated funds.

Environmental and decommissioning costsGroup companies are present in over 140 countries and territories throughout
the world and are subject to a number of different
environmental laws, regulations and reporting requirements. It is the responsibility of each Group company toimplement a health,
safety and environmental management system that is suited to its particular circumstances.

The costs of prevention, control, abatement or elimination of releases into the air and water, as well as the disposal and  handling
of wastes at operating facilities, are considered to be an ordinary part of
business. As such, these amounts are included within
operating expenses. An estimate of the order of magnitude of amounts incurred
in 2001 for Group companies, based on
allocations and managerial judgement, is $0.6 billion (2000: $0.6 billion).
Expenditures of a capital nature to limit or monitor
hazardous substances or releases include both remedial measures on existing
plants and integral features of new plants. Whilst
some environmental expenditures are discrete and readily identifiable, others
must be reasonably estimated or allocated based
on technical and financial judgements which develop over time. Consistent with
the preceding, estimated environmental capital
expenditures made by companies with major capital programmes during 2001 were
$0.4 billion (2000: $0.4 billion).

Those Group companies are expected to incur environmental capital costs of at
least $0.4 billion per year during both 2002 and
2003. It is not possible to predict with certainty the magnitude of the effect
of required investments in existing facilities on Group
companies future earnings, since this will depend amongst other things on the
ability to recover the higher costs from consumers
and through fiscal incentives offered by governments. Nevertheless, it is
anticipated that over time there will be no material impact
on the total of Group companies earnings. These risks are comparable to those
faced by other companies in similar businesses.
At the end of 2001, the total liabilities being carried for environmental
clean-up were $454 million (2000: $475 million). In 2001,
there were payments of $92 million and increases of provisions of $69 million.
Provisions being carried for expenditures on
decommissioning and site restoration, including oil and gas platforms, amounted
to $2,615 million (2000: $2,514 million).

54   Discussion and Analysis of Financial Condition and Results of Operations





---



##### Table of Contents



OTHER MATTERS

Risk management and internal controlThe Groups approach to internal control is based on the underlying principle
of line managements accountability for risk
and control management. The Groups risk and internal control policy explicitly
states that the Group has a risk-based approach
to internal control and that management in the Group is responsible for
implementing, operating and monitoring the system
of internal control, which is designed to provide reasonable but not absolute
assurance of achieving business objectives.

Established review and reporting processes bring risk management into greater
focus and enable the Conference (meetings
between the members of the Supervisory Board and the Board of Management of
Royal Dutch and the Directors of Shell Transport)
to regularly review the overall effectiveness of the system of internal control
and to perform a full annual review of the systems
effectiveness.

At Group level and within each business, risk profiles which highlight the
perceived impact and likelihood of significant risks
are reviewed and discussed each quarter by the Committee of Managing Directors
and by the Conference. Each risk profile is
supported by a summary of key controls and monitoring mechanisms. This
information is regularly updated to reflect, for example,
new objectives agreed via the strategy development and planning process,
changes in the operating environment and emerging
issues. A risk-based approach to internal control continues to be embedded
within the businesses. In addition, non-Shell operated
ventures and affiliates are encouraged to adopt processes consistent with the
Groups approach.

The Groups approach to internal control also includes a number of general and
specific risk management processes and policies.
Within the essential framework provided by the Statement of General Business
Principles, the Groups primary control mechanisms
are self-appraisal processes in combination with strict accountability for
results. These mechanisms are underpinned by controls
including Group policies, standards and guidance material that relate to
particular types of risk, structured investment decision
processes, timely and effective reporting systems, and performance appraisal.

Examples of specific risk management processes include the Group Issue
Identification and Management System, by which
reputation risks are identified and monitored. A common Health, Safety and
Environment (HSE) Policy has been adopted by Shell
companies. All companies have HSE management systems in place, and for major
installations the environmental component of
such systems has been certified to international standards. The Group Financial
Control Handbook provides managers throughout
the Group with guidance regarding the application of internal financial
controls, and establishes a clear set of criteria against which
managers can judge the standards achieved in their own companies. The
management of particular risks related to property,
liability and treasury is described separately on page 56.

A procedure for reporting business control incidents enables management and the
Group Audit Committee to monitor incidents
arising as a result of breakdown in controls and to ensure appropriate
follow-up actions have been taken. Lessons learned are
captured and shared as a means of improving the Groups overall control
framework.

Formalised self-appraisal and assurance processes are in place covering
performance in the areas of financial reporting and
business integrity (Letter of Representation), HSE and the Statement of General
Business Principles. The Letter of Representation includes a declaration by the management of each of more than 1,900 companies
regarding the operation of sound financial
controls, the proper recording of transactions and any instances of bribes or
illegal payments. The results of this process and
any qualifications made are reviewed by the Group Audit Committee, and support
representations made to the external auditors.

In addition, internal audit plays a critical role in the objective assessment
of business processes and the provision of assurance.
Audits and reviews of Group operations are carried out by Group Internal Audit
to provide the Group Audit Committee with
independent assessments regarding the effectiveness of risk and control
management.

Discussion and Analysis of Financial Condition and Results of Operations   55





---



##### Table of Contents



Property and liability risksThe Groups Operating Companies insure against most major property and
liability risks with the Groups captive insurance
companies. These companies reinsure part of their major catastrophe risks with
a variety of international insurers. The effect
of these arrangements is that uninsured losses for any one incident are
unlikely to exceed $400 million.

Treasury and trading risksAs further discussed in Note 28 on page G32, Group companies, in the normal
course of their business, use financial instruments
of various kinds for the purposes of managing exposure to currency, commodity
price and interest rate movements.

The Group has Treasury Guidelines applicable to all Group companies, and each
Group company is required to adopt a treasury
policy consistent with these guidelines. These policies cover financing
structure, foreign exchange and interest-rate risk management,
insurance, counterparty risk management and derivative instruments, as well as
the treasury control framework. Wherever possible,
treasury operations are operated through specialist Group regional
organisations without removing from each Group company
the responsibility to formulate and implement appropriate treasury policies.

Each Group company measures its foreign currency exposures against the
underlying currency of its business (its functional
currency), reports foreign exchange gains and losses against its functional
currency and has hedging and treasury policies in place
which are designed to minimise foreign exchange exposure so defined. The
functional currency for most upstream companies and
for other companies with significant international business is the US dollar,
but other companies normally have their local currency
as their functional currency.

The financing of most Operating Companies is structured on a floating-rate
basis and, except in special cases, further interest
rate risk management is discouraged.

Apart from forward foreign exchange contracts to meet known commitments, the
use of derivative financial instruments by most
Group companies is not permitted by their treasury policy.

Some Group companies operate as traders in crude oil, natural gas, oil products
and other
energy related products, using commodity
swaps, options and futures as a means of managing price and timing risks
arising from this trading. In effecting these transactions,
the companies concerned operate within procedures and policies designed to
ensure that risks, including those relating to the
default of counterparties, are minimised.

Other than in exceptional cases, the use of derivative instruments is generally
confined to specialist oil and gas trading and
central treasury organisations which have appropriate skills, experience,
supervision, and control and reporting systems.

Supplementary information on derivatives and other financial instruments and
derivative commodity instruments is given on
pages G36G47.

EmployeesOverall, the number of employees in Group companies has increased slightly
compared to 2000 mainly as a result of the
acquisition of Fletcher Challenge Energy and reclassifications of associates to
Group companies. The completion of the Chemicals
divestment programme resulted in a decrease in Chemicals employee numbers.
Companies across the Group will continue with
further streamlining over the coming year but this will be offset by the
increase in personnel numbers resulting from the expansion
in certain areas and activities including the effects of the acquisition of the
remaining interest in Equilon in the USA, and the joint
venture with RWE-DEA in Germany.

56   Discussion and Analysis of Financial Condition and Results of Operations





---



##### Table of Contents



Impact of the euroAll of the main business segments are represented in the euro zone and their
operations here account for a significant proportion
of the Groups total business. Group companies based in Economic and Monetary
Union (EMU) countries transferred their accounting
to euro during 2001. Group companies made a smooth transition to conducting
business in euro on January 1, 2002 and will look
for opportunities to improve competitiveness as a result of the increased price
transparency created in the euro zone. The costs
of preparation and implementation were expensed as incurred.

Cautionary statementThe Discussion and Analysis of Financial Condition and Results of Operations
and other sections of this Report contain forward-
looking statements that are subject to risk factors associated with the oil,
gas, chemicals, power generation and renewable
resources businesses. It is believed that the expectations reflected in these
statements are reasonable, but they may be affected by
a variety of variables which could cause actual results or trends to differ
materially, including, but not limited to: price fluctuations,
actual demand, currency fluctuations, drilling and production results, reserve
estimates, loss of market, industry competition,
environmental risks, physical risks, legislative, fiscal and regulatory
developments, economic and financial market conditions in
various countries and regions, political risks, project delay or advancement,
approvals and cost estimates.

Discussion and Analysis of Financial Condition and Results of Operations    57





---



##### Table of Contents






Royal Dutch Petroleum Company




CONTROL OF REGISTRANT
Royal Dutch is not directly or indirectly owned or controlled by another
corporation or by any government.

Ordinary shares
Of Royal Dutchs outstanding ordinary shares, with a nominal (par) value of
N.fl. 1.25 each, approximately 61.5% is in bearer form; the remainder is
registered. As at March 13, 2002, no person was known by Royal Dutch to be the
owner of more than 5% of Royal Dutchs ordinary shares. As at the same date the
Directors and officers of Royal Dutch owned in aggregate (including shares
under option) less than 1% of the ordinary share capital of Royal Dutch. See
Management  Share Ownership on page 66.

Priority shares
Royal Dutch has 1,500 priority shares outstanding, with a nominal (par) value
of N.fl. 1,000 each. Each of the members of the Supervisory Board and each
Managing Director is the holder of six priority shares. Taken together, the
members of the Supervisory Board and the Managing Directors hold 66 priority
shares. The other 1,434 priority shares were held, as at March 13, 2002, by the
Royal Dutch Priority Shares Foundation. The Board of the Foundation consists of
all the members of the Supervisory Board and the Managing Directors of Royal
Dutch. The important special rights attaching to these shares are as follows:



| |  | determining of the number of members of the Supervisory Board and the
number of Managing Directors, provided that the Supervisory Board should
consist of at least five members and the Board of Management of at least two
members;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | drawing-up of a binding nomination consisting of two persons for filling
vacancies on the Supervisory Board and the Board of Management;                                                                                            
| 
| |  | granting of consent required for amendment of the Articles of Association
or for dissolution of Royal Dutch;                                                                                                                        
| 
| |  | granting of consent required for the assignment of priority shares.                                                                                                                                                                 

The above-mentioned rights are exercised by the meeting of holders of priority
shares. At this meeting one vote may be cast for each priority share, but no
one may cast more than six votes in all.

Proposed amendment to the Articles of Association
It will be proposed to the General Meeting of Shareholders to be held on May
16, 2002, to redenominate the nominal (par) value of the priority and ordinary
shares from guilders into euro. Subject to shareholders approval the new
nominal (par) value of the priority shares will be 448 and of the ordinary
shares 0,56. The rights of the holders of the ordinary shares will not be
impaired.




NATURE OF TRADING MARKET
The principal trading markets for the ordinary shares of Royal Dutch are the
stock exchanges in Amsterdam and New York. Royal Dutch ordinary shares are also
listed on stock exchanges
in Austria, Belgium, France, Germany, Luxembourg, Switzerland and the United
Kingdom.

Royal Dutch ordinary shares are issuable in bearer or registered form.

Royal Dutch shares of New York Registry may be transferred on the books of
Royal Dutch and exchanged for bearer shares, for shares of Hague Registry or
for shares of New York Registry of other denominations at JPMorgan Chase Bank
(c/o JPMorgan Service Center, PO Box 43013, Providence, RI 02940-3013) as
Transfer Agent and Registrar. The Transfer Agent maintains drop facilities at
the offices of Securities Transfer and Reporting Services (STARS), 100 William
Street, Galleria, New York, NY 10038, where stock certificates and related
instruments may be received and redelivered. Besides being listed and traded on
the New York Stock Exchange, Royal Dutch shares of New York Registry are also
admitted to unlisted trading privileges on the following stock exchanges:
Boston, Cincinnati, Midwest, Pacific and Philadelphia.

Royal Dutch ordinary shares other than those of New York Registry are
predominantly in bearer form.

At March 13, 2002, there were outstanding 775,016,412 shares of New York
Registry representing approximately 36.4% of the ordinary share capital of
Royal Dutch, held by approximately 20,000 holders of record.

58  Royal Dutch Petroleum Company





---



##### Table of Contents



The following tables set forth the high and low prices for Royal Dutch N.fl.
1.25 par value ordinary shares on Euronext Amsterdam and for Royal Dutch shares
of New York Registry on the New York Stock Exchange for the periods specified:

|       |  |           |       |  |                |  |       |      |  |  |       |  |  |  |      
|------ |  | --------- | ----- |  | -------------- |  | ----- | ---- |  |  | ----- |  |  |  | -----
|       |  | Euronext  |       |  | New York      
|       |  | Amsterdam |       |  | Stock Exchange
|       |  |           |       |  |               
|       |  | High      |       |  | Low            |  |       | High |  |  | Low  
|Period |  |           |      |  |                |  |      |      |  |  | $     |  |  |  | $    
|      
|1997   |  |           | 56.13 |  |                |  | 33.49 |      |  |  | 59.44 |  |  |  | 42.00
|      
|      
|      
|      
|1998   |  |           | 56.95 |  |                |  | 36.57 |      |  |  | 60.38 |  |  |  | 39.75
|      
|      
|      
|      
|1999   |  |           | 64.10 |  |                |  | 34.90 |      |  |  | 67.38 |  |  |  | 39.56
|      
|      
|      
|      
|2000   |  |           | 75.90 |  |                |  | 51.51 |      |  |  | 65.69 |  |  |  | 50.44
|      
|      
|      
|      
|2001   |  |           | 73.48 |  |                |  | 43.72 |      |  |  | 64.15 |  |  |  | 39.75
|      

|            |  |           |       |  |                |  |       |      |  |  |       |  |  |  |      
|----------- |  | --------- | ----- |  | -------------- |  | ----- | ---- |  |  | ----- |  |  |  | -----
|            |  | Euronext  |       |  | New York      
|            |  | Amsterdam |       |  | Stock Exchange
|            |  |           |       |  |               
|            |  | High      |       |  | Low            |  |       | High |  |  | Low  
|Period      |  |           |      |  |                |  |      |      |  |  | $     |  |  |  | $    
|           
|2000        |  |           |       |  |                |  |       |      |  |  |       |  |  |  |      
|           
|           
|           
|           
|1st Quarter |  |           | 62.25 |  |                |  | 51.51 |      |  |  | 63.38 |  |  |  | 50.50
|           
|           
|           
|           
|2nd Quarter |  |           | 70.48 |  |                |  | 58.10 |      |  |  | 65.63 |  |  |  | 55.18
|           
|           
|           
|           
|3rd Quarter |  |           | 75.70 |  |                |  | 60.90 |      |  |  | 65.19 |  |  |  | 57.25
|           
|           
|           
|           
|4th Quarter |  |           | 75.90 |  |                |  | 61.36 |      |  |  | 65.69 |  |  |  | 54.44
|           
|2001        |  |           |       |  |                |  |       |      |  |  |       |  |  |  |      
|           
|           
|           
|           
|1st Quarter |  |           | 68.59 |  |                |  | 60.95 |      |  |  | 64.15 |  |  |  | 53.63
|           
|           
|           
|           
|2nd Quarter |  |           | 73.48 |  |                |  | 59.01 |      |  |  | 62.46 |  |  |  | 53.30
|           
|           
|           
|           
|3rd Quarter |  |           | 69.10 |  |                |  | 43.72 |      |  |  | 59.09 |  |  |  | 39.75
|           
|           
|           
|           
|4th Quarter |  |           | 60.23 |  |                |  | 51.75 |      |  |  | 54.48 |  |  |  | 45.62
|           

|          |  |           |       |  |                |  |       |      |  |  |       |  |  |  |      
|--------- |  | --------- | ----- |  | -------------- |  | ----- | ---- |  |  | ----- |  |  |  | -----
|          |  | Euronext  |       |  | New York      
|          |  | Amsterdam |       |  | Stock Exchange
|          |  |           |       |  |               
|          |  | High      |       |  | Low            |  |       | High |  |  | Low  
|Period    |  |           |      |  |                |  |      |      |  |  | $     |  |  |  | $    
|         
|2001      |  |           |       |  |                |  |       |      |  |  |       |  |  |  |      
|         
|         
|         
|         
|July      |  |           | 69.10 |  |                |  | 61.61 |      |  |  | 58.42 |  |  |  | 54.06
|         
|         
|         
|         
|August    |  |           | 67.35 |  |                |  | 60.63 |      |  |  | 59.09 |  |  |  | 54.25
|         
|         
|         
|         
|September |  |           | 63.64 |  |                |  | 43.72 |      |  |  | 56.75 |  |  |  | 39.75
|         
|         
|         
|         
|October   |  |           | 60.23 |  |                |  | 52.90 |      |  |  | 54.48 |  |  |  | 48.50
|         
|         
|         
|         
|November  |  |           | 59.85 |  |                |  | 51.75 |      |  |  | 52.40 |  |  |  | 45.62
|         
|         
|         
|         
|December  |  |           | 56.90 |  |                |  | 51.75 |      |  |  | 50.28 |  |  |  | 46.32
|         
|2002      |  |           |       |  |                |  |       |      |  |  |       |  |  |  |      
|         
|         
|         
|         
|January   |  |           | 58.15 |  |                |  | 52.50 |      |  |  | 49.97 |  |  |  | 46.62
|         
|         
|         
|         
|February  |  |           | 59.70 |  |                |  | 55.70 |      |  |  | 51.76 |  |  |  | 48.59
|         




ARTICLES OF ASSOCIATION
The following are brief summaries of certain provisions of the Articles of
Association of Royal Dutch and of Dutch law. Such descriptions do not purport
to be complete and are qualified in their entirety by reference to Royal
Dutchs Articles of Association, Book 2 of the Dutch Civil Code and other Dutch
laws. A copy of Royal Dutchs Articles of Association translated into English
has been filed as an exhibit to this Annual Report on Form 20-F.

General
Royal Dutch was founded in the Netherlands on June 16, 1890 and is registered
with the Commercial Register in The Hague, the Netherlands under number
27002690. The object of Royal Dutch, as described in Article 2 of its Articles
of Association, is the foundation of, participation in and management and
financing of limited liability and other companies or undertakings which are
engaged in one or more branches of the oil, natural gas, coal, chemical or
metal industry, in mining or in one or

Royal Dutch Petroleum Company  59





---



##### Table of Contents



more other branches of business. Royal Dutch is further entitled in general to
do all that is necessary for the attainment of its object or that is connected
therewith in the widest sense.

Managing Directors and members of the Supervisory Board
Royal Dutch is managed by a Board of Management under the supervision of a
Supervisory Board.



|(a) |  | A Managing Director or member of the Supervisory Board shall not vote in
respect of a proposal, arrangement or contract in which he is materially
interested.                                                                                                                                                                                                                                                                      
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | A Managing Director shall not vote in respect of any matter regarding
compensation to himself or to any of the other Managing Directors. Each of the
Managing Directors receives a remuneration, which shall be fixed by the
Supervisory Board. The maximum aggregate remuneration of the members of the
Supervisory Board is fixed by the General Meeting of Shareholders for division
by the Supervisory Board among its members.
|   
|(c) |  | The Managing Directors are empowered to exercise all powers of Royal
Dutch to borrow money subject to the authorisation of the Supervisory Board
being required for contracting loans that will mature in more than one year.                                                                                                                                                                                                      
|   
|(d) |  | Managing Directors and members of the Supervisory Board are not required
to hold shares of Royal Dutch in order to be qualified.                                                                                                                                                                                                                                                                                                   

Rights attaching to each class of shares
(a)   Dividend rights
Under Dutch law, dividend distributions are limited to the amount by which,
prior to such distributions, net assets exceed the
aggregate of paid-up share capital and undistributable reserves.

Annual accounts consisting of a balance sheet, profit and loss account and
notes to these documents, prepared by the Board
of Management and reflecting the reservation of such amounts as the Board of
Management, with the approval of the Supervisory
Board, determines, are to be submitted each year by the Supervisory Board to a
General Meeting of Shareholders for approval.

Out of the profit available for distribution, cumulative dividends of 4% of the
nominal amount shall first of all be paid on the priority
shares. The balance of profit available for distribution then remaining is
distributed to the holders of ordinary shares, unless the
General Meeting of Shareholders resolves that the whole or part of such profit
be carried forward to the following year.

The Board of Management, with the approval of the Supervisory Board, may pay
interim dividends on the ordinary shares
and priority shares. On the recommendation of the Board of Management and the
Supervisory Board, the General Meeting
of Shareholders may resolve that a dividend or interim dividend on shares shall
be payable in shares of Royal Dutch.

The right to claim payment of a dividend becomes forfeited upon the expiration
of six years from the date on which the dividend
was first made obtainable, at which time it reverts to Royal Dutch.

(b)   Voting rights
Pursuant to Royal Dutchs Articles of Association, for each ordinary share with
a nominal value of N.fl. 1.25, one vote may
be cast at a General Meeting of Shareholders. For each priority share with a
nominal value of N.fl. 1,000, eight hundred votes
may be cast.

(c)   Rights to share in the companys profits
Reference is made to (a) above regarding dividend rights.

(d)   Liquidation rights
In the event of a dissolution and liquidation of Royal Dutch, the holders of
priority shares are entitled to receive the nominal
amount thereof, plus accrued dividends thereon. The balance of the net proceeds
of liquidation is to be divided among the holders
of ordinary shares in proportion to their nominal amount.

60  Royal Dutch Petroleum Company





---



##### Table of Contents



(e)   Redemption provisions
Neither the ordinary shares nor the priority shares are subject to any
redemption provisions.

(f)   Sinking fund provisions
Neither the ordinary shares nor the priority shares are subject to any sinking
fund provisions under Royal Dutchs Articles
of Association or as a matter of Dutch law.

(g)   Liability to further Capital calls
Since all of the registrants issued and outstanding ordinary shares and
priority shares have been fully paid in, Royal Dutch
has no further capital calls.

(h)   Discriminating provisions
There are no provisions under Royal Dutchs Articles of Association or under
Dutch law discriminating against a shareholder
because of his ownership of a particular number of ordinary shares.

(i)   Pre-emptive rights
When new ordinary shares are issued, the existing holders of ordinary shares
shall have a pre-emptive right in proportion to their
holdings, unless the payment is to be other than in cash or the shares are
issued to employees of Royal Dutch or a legal entity with
which Royal Dutch is associated in a group. With the approval of the
Supervisory Board, the Board of Management may resolve
to suspend the pre-emptive right if the Board of Management has been designated
by the General Meeting of Shareholders as
competent to do so. Such designation can only take place for a period in each
case of not longer than five years. The resolutions
of the Board of Management and the Supervisory Board referred to above may only
be passed by unanimous vote of all the
Managing Directors and all of the members of the Supervisory Board present or
represented at the meeting.

Holders of priority shares have no preferential right in the event of an issue
of new shares.

Changing the rights of holders of shares
The rights of holders of ordinary and priority shares can be changed by
amendment of the Articles of Association of Royal Dutch.
Only the General Meeting of Shareholders can pass resolutions to that effect.
Resolutions providing for the amendment of the
Articles of Association, or for the dissolution of Royal Dutch, may only be
adopted by the General Meeting of Shareholders with
the prior consent, or, in the case of the former, subject to the subsequent
approval, of a meeting of the holders of priority shares.
A resolution providing for the dissolution of Royal Dutch may only be passed by
a majority of at least two-thirds of the votes cast
at a General Meeting of Shareholders at which at least three-fourths of the
issued capital of Royal Dutch is represented. If such
proportion of the issued capital is not so represented, such resolution may be
adopted at a
second general meeting to be held
within eight weeks after the first meeting, at which meeting only an absolute
majority of the votes cast, irrespective of the part
of the issued capital which is represented thereat, shall be required to adopt
the resolutions.

General Meetings of Shareholders
General Meetings of Shareholders are to be held in Amsterdam, The Hague or
Rotterdam. Notice of the meeting is to be given
by advertisement at least three weeks in advance in at least one daily
newspaper published in The Hague and two national daily
newspapers published in the Netherlands. This period may be reduced to fifteen
days in urgent cases. At least one General
Meeting of Shareholders is to be held annually. In order to attend a General
Meeting of Shareholders and exercise voting rights
thereat in person or by proxy, shareholders must be registered as such at a
time to be determined by the Board of Management
on either the register of shareholders or, in the case of holders of bearer
share certificates, on a register designated by the Board
of Management, and, in each case, they must have notified Royal Dutch in
writing of their desire to exercise these rights not later
than at the time and at the place specified in the notice of convocation of the
meeting. Failing the designation of a register of
holders of bearer share certificates by the Board of Management, holders of
bearer share certificates must deposit their certificates
against receipt not later than at the time and the place specified in the
notice of convocation. None of the times referred to in the
previous two sentences may be set on a date earlier than the seventh day before
that of the meeting.

General Meetings of Shareholders may be held as often as the Board of
Management or the Supervisory Board deem advisable,
and may also be held when holders of ordinary shares representing at least
one-tenth of the issued share capital address to the
Board of Management and to the Supervisory Board a written request to convene a
general meeting, specifying the subjects to be
discussed. If such request is not acted upon so as to enable the meeting to be
held within six weeks, the persons making the request
may be empowered by the President of the District Court in The Hague to convene
the meeting themselves.

Royal Dutch Petroleum Company  61





---



##### Table of Contents



The Agenda for a General Meeting of Shareholders is to be specified in the
notice of convocation of the meeting. No other business
may be transacted at the meeting.

An absolute majority of the votes cast is required for the adoption of
resolutions, except in those cases where Dutch law or the
Articles of Association prescribe a larger majority. An absolute majority of
the votes cast is required for the appointment of persons
to office, provided that, if after two polls such majority has not been
obtained, another poll is to be taken between the two persons
obtaining the highest number of votes in the second poll, after which in the
event of an equality of votes, the election is to be
decided by the drawing of lots.

Limitations on rights to own shares
There are no limitations imposed by Dutch law or Royal Dutchs Articles of
Association on the rights to own ordinary shares,
including the rights of non-resident or shareholders to hold or exercise voting
rights on the ordinary shares.

Provisions, which would delay, defer or prevent a change of control
None, other than the provisions regarding the rights of holders of priority
shares as described in Control of Registrant  Priority shares.

Threshold for disclosure of share ownership
There are no provisions in the Articles of Association of Royal Dutch requiring
disclosure of ownership of shares, but Dutch law
requires owners of 5% or more of the share capital of a company listed on a
Stock Exchange in the European Union or the
European Economic Area to notify their interest to the company.

Changes in capital
The conditions imposed by Royal Dutchs Articles of Association for changes in
capital are not more stringent than required under
Dutch law.




EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS
The Dutch External Financial Relations Act of 1994 enables the Minister of
Finance or the Central Bank of the Netherlands, as the case
may be, to issue regulations with regard to a number of financial transactions
relating to the import and export of capital. The regulations
as issued and applied to date have not restricted the activities and operations
of Royal Dutch and the Dutch Group companies.

There is no legislative or other legal provision currently in force in the
Netherlands or arising under the constituent documents
of Royal Dutch restricting remittances to non-resident holders of Royal Dutchs
securities.




TAXATION
Income tax
Royal Dutch is generally required by Dutch law to withhold tax at a rate of 25%
on dividends. Under the current income tax
convention between the United States and the Netherlands, dividends paid by a
Dutch corporation to an individual resident of the
United States, a corporation organised under the laws of the United States (or
of any state or territory thereof) or any other legal
person subject to US Federal income tax with respect to its worldwide income (a
US shareholder) that qualifies for benefits under
the convention are generally subject to Dutch withholding tax at a reduced rate
of 15% of the amount of the dividend (provided the
shares on which the dividend is paid are not part of the business property of a
permanent establishment of the shareholder in the
Netherlands). In general, the entire dividend (including the withheld amount)
will be dividend income to the US shareholder, not
eligible for the dividends received deduction allowed to corporations, and the
withholding tax will be treated as a foreign income
tax that is eligible for credit against the shareholders US income taxes or a
deduction subject to certain limitations. Under a provision
of the Dutch dividend tax act, Royal Dutch will apply a credit (up to a maximum
of 3% of the gross dividend amount) against the amount
of the dividend tax withheld before remittance to the Dutch tax authorities.
For the 2001 final dividend this credit is 3% of the gross
dividend from which dividend tax is withheld. The benefit of this credit is
passed to the Group in accordance with the arrangements
between Royal Dutch and Shell Transport. Because of this credit, the US tax
authorities may take the view that the Dutch withholding
tax eligible for credit or a deduction by a US shareholder against its US
income tax liability should be limited accordingly. Under
said convention, some US organisations that are generally exempt from US
Federal income tax and that are constituted and operated
exclusively to administer or provide pension, retirement or other employee
benefits are exempt at source from withholding tax on
dividends received from a Dutch corporation. Under the income tax convention
between the United States and the Netherlands rules
relating to the qualification of pension funds have been issued. These rules
determine the treatment under said convention.

62  Royal Dutch Petroleum Company





---



##### Table of Contents



US organisations that are exempt from US Federal income tax, that are operated
exclusively for religious, charitable, scientific,
educational or public purposes and that would be exempt from tax in the
Netherlands if they were organised, and carried on
all their activities, therein, are subject to withholding tax but may file for
a full refund.

For Royal Dutch shareholders resident in any country other than the United
States and the Netherlands, the availability of a whole
or partial exemption or refund of the Dutch withholding tax is governed by the
tax convention, if any, between the Netherlands
and the country of the shareholders residence.

Taxation on capital gains
Capital gains on the sale of shares of a Dutch company by a US shareholder are
generally not subject to taxation by the Netherlands
unless the US shareholder has a permanent establishment in the Netherlands and
the capital gain is derived from the sale of shares
which are part of the business property of the permanent establishment.

Succession duty and gift taxes
Shares of a Netherlands corporation held by an individual who is not a resident
or a deemed resident of the Netherlands will
generally not be subject to succession duty in the Netherlands on the
individuals death unless the shares are part of the business
property of a permanent establishment situated in the Netherlands.

A gift of shares of a Dutch company by a person who is not a resident or a
deemed resident of the Netherlands is generally not
subject to Dutch gift tax.




MANAGEMENT
In accordance with its Articles of Association, Royal Dutch is managed by a
Board of Management consisting of at least two
Managing Directors, under the supervision of a Supervisory Board consisting of
at least five members. Managing Directors are
appointed by the General Meeting of Shareholders from the persons nominated by
the meeting of holders of priority shares and
hold office until they retire unless discharged earlier by the General Meeting
of Shareholders.

The Supervisory Board is a separate body which does not include the Managing
Directors. Members of the Supervisory Board
are appointed by the General Meeting of Shareholders from the persons nominated
by the meeting of holders of priority shares.
Each year, one of the members of the Supervisory Board retires by rotation but
is eligible for re-election. Further, a member of the
Supervisory Board retires after having served on the Supervisory Board for a
period of 10 years or retires effective on the first day
of July following the initial April 1 on which the member is 70 years of age.

Nominations for the appointment of a Managing Director or a member of the
Supervisory Board shall be made by a meeting
of holders of priority shares and may also be made by one or more holders of
ordinary shares
representing in the aggregate
at least 1% of the issued share capital, if approved by the meeting of holders
of priority shares. Each such nomination shall contain
the names of at least two qualified persons. Shareholders cast all of their
votes on either of the two qualified persons. Votes cast at
a General Meeting of Shareholders in favour of the election of other persons
are void.

If a vacancy occurs on the Board of Management when there are still at least
two Managing Directors in office, or on the Supervisory
Board when there are still at least five members in office, the Board of
Management shall notify the Chairman of the meeting
of holders of priority shares, which meeting shall decide, after consulting the
Supervisory Board and the Board of Management,
whether the vacancy is to be filled. If it is resolved to fill the vacancy, the
appointment shall be made at the next General Meeting
of Shareholders. If there are not at least two Managing Directors or at least
five members of the Supervisory Board still in office,
a General Meeting of Shareholders shall be held within three months after that
situation has arisen in order to fill the vacancy.

Royal Dutch Petroleum Company  63





---



##### Table of Contents



The Managing Directors, members of the Supervisory Board and officers of Royal
Dutch at March 13, 2002, were:

Managing Directors
Jeroen van der VeerPresident
Born October 27, 1947, Dutch. A Managing Director of the Company since 1997 and
President since 2000. A Group Managing
Director since 1997. Joined the Group in 1971 in refinery process design and
held a number of positions in refining and marketing
in the Netherlands, Curaçao and the UK. Area Co-ordinator Sub-Saharan Africa
199092 and a Managing Director of Shell
Nederland with responsibility for the Pernis refinery and petrochemical
complexes at Pernis and Moerdijk as well as the chemicals
business 199295. President and Chief Executive Officer of Shell Chemical
Company in the USA 199597. A member of the
Supervisory Board of De Nederlandsche Bank.

Walter van de Vijver
Born November 1, 1955, Dutch. A Managing Director of the Company since July
2001. A Group Managing Director since July
2001. Joined the Group in 1979 as a petroleum engineer. Worked in exploration
and production in Qatar, Oman, the USA, the
UK and the Netherlands. General Manager Brent Business Unit of Shell U.K.
Exploration and Production in Aberdeen 199397.
Chief Executive Officer of Shell International Gas Ltd. and Chief Executive
Officer of Shell Coal International Ltd. in London 1997.
President and Chief Executive Officer of Shell Exploration & Production Company
in the USA 19982001.

Harry Roels
Born July 26, 1948, Dutch. A Managing Director of the Company since 1999. A
Group Managing Director since 1999. Joined
the Group in 1971 as a petroleum engineer. Worked in exploration and production
in Malaysia, Brunei, the UK, Turkey, Norway
and the Netherlands. Area Co-ordinator for a number of Latin American countries
199496 and Regional Business Director
Middle East and Africa, Exploration and Production 199698. General Manager of
Nederlandse Aardolie Maatschappij and
a Managing Director of Shell Nederland 199899. Relinquishing his position for
personal reasons at the end of June 2002.

Supervisory Board
Lodewijk van WachemChairman
Born July 31, 1931, Dutch. Chairman of the Supervisory Board since 1992. Due to
retire in 2002. A Managing Director of the
Company 197792 and President 198292. A Group Managing Director 197792.
Chairman of the Supervisory Board of Royal
Philips Electronics. Vice-Chairman of the Board of Directors of Zurich
Financial Services. A member of the Supervisory Boards of
Akzo Nobel, BMW and Bayer. A member of the Boards of Directors of IBM and Atco
(Canada).

Maarten van den Bergh
Born April 19, 1942, Dutch. A member of the Supervisory Board since 2000. Due
to retire by rotation in 2004. A Managing
Director of the Company 19922000 and President 19982000. A Group Managing
Director
19922000. Chairman of the
Board of Directors of Lloyds TSB. A member of the Board of Directors of British
Telecom.

Aad Jacobs
Born May 28, 1936, Dutch. A member of the Supervisory Board since 1998. Due to
retire by rotation in 2003. Formerly Chairman
of the Executive Board of ING Group. Chairman of the Supervisory Boards of Joh.
Enschedé and Imtech. Vice-Chairman of the
Supervisory Boards of Buhrmann and VNU. A member of the Supervisory Boards of
Euronext, IHC Caland and ING Group.

Jonkheer Aarnout Loudon
Born December 10, 1936, Dutch. A member of the Supervisory Board since 1997.
Due to retire by rotation in 2002. Formerly
Chairman of the Board of Management of Akzo Nobel. Chairman of the Supervisory
Boards of ABN AMRO Bank, Akzo Nobel
and HBG Hollandsche Beton Groep. A member of the Board of Directors of Corus
Group. A member of the International Advisory
Board of Allianz. Former member of the First Chamber of the Dutch Parliament.

Professor Joachim Milberg
Born April 10, 1943, German. A member of the Supervisory Board since 2000. Due
to retire by rotation in 2005. Chairman
of the Board of Management of BMW.

64  Royal Dutch Petroleum Company





---



##### Table of Contents



Lawrence Ricciardi
Born August 14, 1940, American. A member of the Supervisory Board since July
2001. Due to retire by rotation in 2006.
Formerly President of RJR Nabisco, Inc. Senior Vice President of IBM. A member
of the Worldwide Management Council of IBM.
A member of the Boards of Directors of The Readers Digest Association, Inc.
and of the Council for the USA and Italy.

Henny de Ruiter
Born March 3, 1934, Dutch. A member of the Supervisory Board since 1994. Due to retire in 2004. A Managing Director of the
Company 198394. A Group Managing Director 198394. Chairman of the Supervisory
Boards of Royal Ahold, Beers and Wolters
Kluwer. Vice-Chairman of the Supervisory Board of Aegon. Vice-Chairman of the
Board of Directors of Corus Group. A member
of the Supervisory Boards of Heineken and Royal Vopak.

Jan Timmer
Born February 20, 1933, Dutch. A member of the Supervisory Board since 1996.
Due to retire in 2003. Formerly President and
Chairman of the Board of Management of Royal Philips Electronics. Chairman of
the Supervisory Board of PSV. A member of the
Supervisory Board of ING Group. A member of the Advisory Board of KPMG.

General Attorney
Robbert van der Vlist
Born February 20, 1944, Dutch. General Attorney of the Company since 1987.
Joined the Group in 1970 as a Legal Adviser.

Nominations
The Supervisory Board and the Board of Directors will propose to the General
Meeting of Shareholders of Royal Dutch, to be held
on May 16, 2002, to appoint Malcolm Brinded as a Managing Director of Royal
Dutch with effect from July 1, 2002.

The Supervisory Board and the Board of Directors will propose to the General
Meeting of Shareholders of Royal Dutch, to be held
on May 16, 2002, to appoint Professor Dr Hubert Markl to the Supervisory Board
of Royal Dutch with effect from July 1, 2002.

Jonkheer Aarnout Loudon will retire by rotation as member of the Supervisory
Board effective July 1, 2002, but it will be recommended
to the General Meeting of Shareholders that he be re-elected. Lodewijk van
Wachem will retire as chairman and member of the
Supervisory Board effective July 1, 2002.

Relationships between members of the Board of Management, members of the Supervisory Board and officers
There are no arrangements or understandings between Managing Directors, members
of the Supervisory Board or officers and
any other person pursuant to which they were selected as Managing Directors,
members of the Supervisory Board or officers.

There are no family relationships between any Managing Director, member of the
Supervisory Board or officer and any other
Managing Director, member of the Supervisory Board or officer.

Royal Dutch Petroleum Company  65





---



##### Table of Contents



Share Ownership
The interests in ordinary shares of Royal Dutch, including outstanding share
options, of the members of the Supervisory Board
and the Managing Directors of Royal Dutch at March 13, 2002, were:

|                          |  |               |         |  |                 |  |       
|------------------------- |  | ------------- | ------- |  | --------------- |  | ------
|                          |  | Share options | a       |  | Ordinary shares
|                         
|Supervisory Board         |  |               |         |  |                 |  |       
|                         
|                         
|                         
|                         
|Lodewijk van Wachem       |  |               |        |  |                 |  | 8,800 
|                         
|                         
|                         
|                         
|Maarten van den Berghb    |  |               | 57,950  |  |                 |  | 4,000 
|                         
|                         
|                         
|                         
|Aad Jacobs                |  |               |        |  |                 |  | 0     
|                         
|                         
|                         
|                         
|Jonkheer Aarnout Loudon   |  |               |        |  |                 |  | 75,000
|                         
|                         
|                         
|                         
|Professor Joachim Milberg |  |               |        |  |                 |  | 0     
|                         
|                         
|                         
|                         
|Lawrence Ricciardi        |  |               |        |  |                 |  | 0     
|                         
|                         
|                         
|                         
|Henny de Ruiter           |  |               |        |  |                 |  | 0     
|                         
|                         
|                         
|                         
|Jan Timmer                |  |               |        |  |                 |  | 0     
|                         
|Managing Directors        |  |               |         |  |                 |  |       
|                         
|                         
|                         
|                         
|Jeroen van der Veer       |  |               | 182,350 |  |                 |  | 7,100 
|                         
|                         
|                         
|                         
|Harry Roels               |  |               | 149,000 |  |                 |  | 5,707 
|                         
|                         
|                         
|                         
|Walter van de Vijver      |  |               | 112,000 |  |                 |  | 0     
|                         

|a |  | Additional information is included in the Notes to the Royal Dutch
Financial Statements under
Remuneration  Long-term incentives on page R7R8.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
| 
| 
| 
| 
|b |  | No options are granted to members of the Supervisory Board, but
options may be outstanding
to members who have formerly been Managing Director.   

Group Audit Committee
In 1976 the Supervisory Board of Royal Dutch, jointly with the Board of Shell
Transport, established a Group Audit Committee.
Under its terms of reference, the Committee acts in an advisory capacity to the
Boards, providing them with quarterly and annual
updates regarding its activities and related recommendations. The Committee
regularly considers the effectiveness of risk management
processes and internal control within the Group and reviews the financial
accounts and reports of the Royal Dutch/Shell Group
of Companies. The Committee also considers both internal and external audit
reports (including the results of the examination
of the Group Financial Statements) and assesses the performance of internal and
external audit.

The members appointed by the Supervisory Board of Royal Dutch are Aad Jacobs,
Henny de Ruiter and Jan Timmer;
the members appointed by the Board of Shell Transport are Luis Giusti,
Professor Robert ONeill and Sir William Purves
(Chairman of the Committee).

Remuneration and Succession Review Committee
In 1967 the Supervisory Board of Royal Dutch, jointly with the Board of Shell
Transport, established a Remuneration Committee.
Following restatement of its terms of reference in 1980, this Committee was
renamed as Remuneration and Succession Review
Committee. The functions of the Committee are to make recommendations on all
forms of remuneration with respect to Group
Managing Directors and to review matters relating to the succession to the
positions of Group Managing Directors.

The members appointed by the Supervisory Board of Royal Dutch are Jonkheer
Aarnout Loudon, Professor Joachim Milberg and
Lodewijk van Wachem (Chairman of the Committee); the members appointed by the
Board of Shell Transport are Nina Henderson,
Sir Peter Job and Sir Mark Moody-Stuart.

66  Royal Dutch Petroleum Company





---



##### Table of Contents



Social Responsibility Committee
In 1997 the Supervisory Board of Royal Dutch, jointly with the Board of Shell
Transport, established a Social Responsibility
Committee. The Committee reviews the policies and conduct of the Royal
Dutch/Shell Group of Companies with respect to the
Groups Statement of General Business Principles as well as the Groups Health,
Safety and Environment Commitment and Policy.

The members appointed by the Supervisory Board of Royal Dutch are Maarten van
den Bergh, Jonkheer Aarnout Loudon and
Jan Timmer. The members appointed by the Board of Shell Transport are Teymour
Alireza, Dr Eileen Buttle and Lord Oxburgh
(Chairman of the Committee).

Shell companies have long been open about the values and principles which guide
them, and the Groups Statement of General
Business Principles has been publicly available for over 25 years. The latest
revision followed extensive internal and external
consultation. It includes commitments to support fundamental human rights and
to contribute to sustainable development.

Group companies publish a document entitled The Shell Report which reviews
Group companies progress in embodying
sustainable development in the way they do business and meet the economic,
environmental and social expectations of
stakeholders. It includes the latest verified health, safety and environmental
data. A copy of The Shell Report for 2001 is
distributed with every copy of the Annual Report and Accounts for 2001.

Compensation of Directors and Officers
The aggregate amount of remuneration paid to or accrued for all members of the
Supervisory Board, the Managing Directors
and officers of Royal Dutch as a group by Royal Dutch and companies of the
Royal Dutch/Shell Group of Companies for services
in all capacities during the fiscal year ended December 31, 2001,
was3,944,454. The aggregate amount set aside to provide
pension, retirement and similar benefits for Managing Directors and officers of
Royal Dutch by Royal Dutch and companies
of the Royal Dutch/Shell Group of Companies during the fiscal year ended
December 31, 2001, was494,641. Reference
is made to the information given in the Remuneration section on pages R7R10
relating to emoluments of the members of the
Board of Management and the Supervisory Board.

None of the Managing Directors and members of the Supervisory Board of Royal
Dutch have service contracts with Royal Dutch,
their employing company or any other Group company providing for benefits upon
termination.




SHARES UNDER OPTION AND SHARE PURCHASE PLAN
Three Group companies, one in the Netherlands (Shell Petroleum N.V.), one in
the United Kingdom (The Shell Petroleum Company
Limited) and one in the United States of America (Shell Oil Company) have stock
option plans under which options have been or
may be granted to executives and other employees of those and other Group
companies. Options granted under these plans are
for terms of not more than five or ten years at an exercise price of not less
than the market value on the date of granting the
option.

The securities of Royal Dutch involved in the plans as of March 13, 2002, are
17,490,020 issued and outstanding ordinary shares.

Royal Dutch Petroleum Company  67





---



##### Table of Contents



The number of ordinary shares of Royal Dutch under option at March 13, 2002,
and the option prices of the shares at the dates
the options were granted, per share and in total, were as follows:

---

|                                    |  |                  |           |  |           |                |       |       |  |   |             |                    |  |                                      | 
|----------------------------------- |  | ---------------- | --------- |  | --------- | -------------- | ----- | ----- |  | - | ----------- | ------------------ |  | ------------------------------------ | 
|Plan                                |  |                  |           |  |           | Exercise price | a     |       |  |  
|                                    |  |                  |           |  |           |                |       |       |  |  
|                                    |  | Number of shares |           |  | Average   |                |       | Total |  |   | Term       
|                                    |  | under option     |           |  | per share |                |       |       |  |   |             | (expiration dates)
|                                   
|Shell Petroleum N.V.                |  |                  | 401,620   |  |           |               | 48.92 |       |  |  | 19,646,447  |                    |  | 5 years
        (10/12/02)          
|                                   
|                                   
|                                   
|                                   
|Shell Petroleum N.V.                |  |                  | 7,610,440 |  |           |               | 57.19 |       |  |  | 435,270,144 |                    |  | 10 years
(10/12/0707/11/11)        
|                                   
|                                   
|                                   
|                                   
|The Shell Petroleum Company Limited |  |                  | 48,400    |  |           |               | 48.92 |       |  |  | 2,367,631   |                    |  | 5 years
        (10/12/02)          
|                                   
|                                   
|                                   
|                                   
|The Shell Petroleum Company Limited |  |                  | 3,898,265 |  |           |               | 56.24 |       |  |  | 219,242,103 |                    |  | 10 years
        (10/12/0707/11/11)
|                                   
|                                   
|                                   
|                                   
|Shell Oil Company                   |  |                  | 3,525,215 |  |           | $              | 52.92 |       |  | $ | 186,538,080 |                    |  | 10 years
        (01/03/1008/12/10)
|                                   
|                                   
|                                   
|                                   
|Shell Petroleum Inc.                |  |                  | 4,852,680 |  |           | $              | 59.85 |       |  | $ | 290,417,675 |                    |  | 10 years
        (23/10/1017/12/11)
|                                   

|a |  | Euro-denominated exercise prices prior to the fixing of the euro conversion rate in January 1999 are derived from the quotient of guilder prices and the fixed
guilders-per-euro conversion rate of 2.20371.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Global Employee Share Purchase Plan enables employees to make
contributions, which are applied quarterly to purchase Royal
Dutch or Shell Transport Shares at current market value. If the acquired shares
are retained in the plan until the end of the twelve-month
cycle the employee receives an additional 15% share match. In the USA a
variant of this plan is operated where contributions
are applied to buy Royal Dutch Shares at the end of the twelve-month cycle. The
purchase price is the lower of the market price on
the first or last trading day of the cycle reduced by 15%. Group Managing
Directors are not eligible to participate in the Global
Employee Share Purchase Plan. At March 13, 2002, 25,927 Royal Dutch ordinary
shares (2000: nil) were held by Group
companies in connection with this plan.

No issue of new shares is involved under any of the plans mentioned above.

68  Royal Dutch Petroleum Company





---



##### Table of Contents






The Shell Transport and Trading Company,
Public Limited Company




CONTROL OF REGISTRANT
Shell Transport is not directly or indirectly owned or controlled by another
corporation or by any government. As of March 13,
2002, no person was known by Shell Transport to be the owner of more than 3% of
any class of Shell Transports voting securities.
Between May 2001 and March 11, 2002 The Capital Group Companies Inc. held more
than 3%, but less than 4% of the issued
Ordinary share capital. Prudential plc held more than 3% but less than 4% of
the issued Ordinary share capital between March
1998 and March 1999. As of March 13, 2002 the Directors and officers of Shell
Transport beneficially owned in aggregate (including
shares under option) less than 1% of the total shares of that class
outstanding. See Management  Share Ownership on page 76.




NATURE OF TRADING MARKET
The principal trading market for the Ordinary shares of Shell Transport is the
London Stock Exchange. Shell Transport Ordinary
shares are also listed and traded on stock exchanges in Belgium, France and
Germany. Shell Transport Ordinary shares are
traded in registered or bearer form, but predominantly in registered form.

American Depositary Receipts representing New York Shares are listed and traded
on the New York Stock Exchange and are
also admitted to unlisted trading privileges on the Boston, Cincinnati, Midwest
and Philadelphia Stock Exchanges. The depositary
receipts are issued and exchanged at the office of The Bank of New York, 101
Barclay Street, New York, NY 10286, as depositary
under a deposit agreement between Shell Transport and the depositary and the
holders of receipts.

Each New York Share represents six 25p Ordinary shares of Shell Transport
deposited under the deposit agreement. At March 13,
2002, there were outstanding 51,399,089 New York Shares representing
approximately 3.20% of the Ordinary share capital of
Shell Transport, held by 1,820 holders of record.

At March 13, 2002 there were 3,235,359 Ordinary shares of 25p each representing
approximately 0.03% of the Ordinary share
capital of Shell Transport held by 854 holders of record registered with an
address in the United States.

The following tables set forth the high and low sales prices for Shell
Transports registered Ordinary shares (of 25p nominal value)
on the London Stock Exchange and for Shell Transports New York Shares (of
£1.50 nominal value) on the New York Stock
Exchange for the periods specified:

---

|       |  |        |      |  |          |  |      |      |  |  |       |  |  |  |      
|------ |  | ------ | ---- |  | -------- |  | ---- | ---- |  |  | ----- |  |  |  | -----
|       |  | London |      |  | New York
|       |  |        |      |  |         
|       |  | High   |      |  | Low      |  |      | High |  |  | Low  
|      
|      
|      
|      
|Period |  |        | £    |  |          |  | £    |      |  |  | $     |  |  |  | $    
|      
|1997   |  |        | 4.85 |  |          |  | 3.31 |      |  |  | 47.31 |  |  |  | 33.25
|      
|      
|      
|      
|1998   |  |        | 4.64 |  |          |  | 3.16 |      |  |  | 46.50 |  |  |  | 31.00
|      
|      
|      
|      
|1999   |  |        | 5.41 |  |          |  | 3.04 |      |  |  | 52.56 |  |  |  | 30.50
|      
|      
|      
|      
|2000   |  |        | 6.27 |  |          |  | 4.12 |      |  |  | 54.06 |  |  |  | 40.00
|      
|      
|      
|      
|2001   |  |        | 6.38 |  |          |  | 4.30 |      |  |  | 53.65 |  |  |  | 38.72
|      

|            |  |        |      |  |          |  |      |      |  |  |       |  |  |  |      
|----------- |  | ------ | ---- |  | -------- |  | ---- | ---- |  |  | ----- |  |  |  | -----
|           
|            |  | London |      |  | New York
|            |  |        |      |  |         
|            |  | High   |      |  | Low      |  |      | High |  |  | Low  
|Period      |  |        | £    |  |          |  | £    |      |  |  | $     |  |  |  | $    
|           
|2000        |  |        |      |  |          |  |      |      |  |  |       |  |  |  |      
|           
|           
|           
|           
|1st Quarter |  |        | 5.20 |  |          |  | 4.12 |      |  |  | 51.06 |  |  |  | 40.00
|           
|           
|           
|           
|2nd Quarter |  |        | 5.87 |  |          |  | 4.73 |      |  |  | 53.38 |  |  |  | 45.19
|           
|           
|           
|           
|3rd Quarter |  |        | 6.27 |  |          |  | 5.24 |      |  |  | 54.00 |  |  |  | 47.13
|           
|           
|           
|           
|4th Quarter |  |        | 6.11 |  |          |  | 5.09 |      |  |  | 54.06 |  |  |  | 45.00
|           
|2001        |  |        |      |  |          |  |      |      |  |  |       |  |  |  |      
|           
|           
|           
|           
|1st Quarter |  |        | 6.01 |  |          |  | 5.25 |      |  |  | 52.44 |  |  |  | 46.35
|           
|           
|           
|           
|2nd Quarter |  |        | 6.38 |  |          |  | 5.39 |      |  |  | 53.65 |  |  |  | 45.70
|           
|           
|           
|           
|3rd Quarter |  |        | 6.00 |  |          |  | 4.30 |      |  |  | 50.97 |  |  |  | 38.72
|           
|           
|           
|           
|4th Quarter |  |        | 5.49 |  |          |  | 4.49 |      |  |  | 47.90 |  |  |  | 39.38
|           

The Shell Transport and Trading Company, Public Limited Company  69





---



##### Table of Contents



|          |  |        |      |  |          |  |      |      |  |  |       |  |  |  |      
|--------- |  | ------ | ---- |  | -------- |  | ---- | ---- |  |  | ----- |  |  |  | -----
|          |  | London |      |  | New York
|          |  |        |      |  |         
|          |  | High   |      |  | Low      |  |      | High |  |  | Low  
|Period    |  |        | £    |  |          |  | £    |      |  |  | $     |  |  |  | $    
|         
|2001      |  |        |      |  |          |  |      |      |  |  |       |  |  |  |      
|         
|         
|         
|         
|July      |  |        | 5.94 |  |          |  | 5.53 |      |  |  | 50.51 |  |  |  | 46.96
|         
|         
|         
|         
|August    |  |        | 6.00 |  |          |  | 5.47 |      |  |  | 50.97 |  |  |  | 46.50
|         
|         
|         
|         
|September |  |        | 5.63 |  |          |  | 4.30 |      |  |  | 48.71 |  |  |  | 38.72
|         
|         
|         
|         
|October   |  |        | 5.49 |  |          |  | 4.87 |      |  |  | 47.90 |  |  |  | 43.50
|         
|         
|         
|         
|November  |  |        | 5.21 |  |          |  | 4.75 |      |  |  | 45.61 |  |  |  | 40.00
|         
|         
|         
|         
|December  |  |        | 4.92 |  |          |  | 4.49 |      |  |  | 42.40 |  |  |  | 39.38
|         
|2002      |  |        |      |  |          |  |      |      |  |  |       |  |  |  |      
|         
|         
|         
|         
|January   |  |        | 4.87 |  |          |  | 4.51 |      |  |  | 41.45 |  |  |  | 38.48
|         
|         
|         
|         
|February  |  |        | 4.96 |  |          |  | 4.65 |      |  |  | 41.87 |  |  |  | 40.41
|         

At March 13, 2002 there were 350 First Preference shares of £1 each
representing approximately 0.01% of the issued shares
of the class held by two holders of record registered with an address in the
United States of America. At the same date there were
1,225 Second Preference shares of £1 each representing approximately 0.01% of
the issued shares of the class held by six holders
of record registered with an address in the United States of America.
(Reference is made to pages S6S7 for additional information
on the Preference shares).




MEMORANDUM AND ARTICLES OF ASSOCIATION
The following summarises certain provisions of Shell Transports Memorandum and
Articles of Association and of English law.
This summary is qualified in its entirety by reference to the UK Companies Act
of 1985, as amended (the Companies Act), and
Shell Transports Memorandum and Articles of Association. Copies of Shell
Transports Memorandum and Articles of Association
have been filed as an exhibit to this Annual Report on Form 20-F.

General
Shell Transport was incorporated in England on October 18, 1897 under
registered number 54485 for the purpose of carrying
on the business of producing, refining, storage, transport, supply and
distribution of petroleum and petroleum products as set forth
in clause 4 of Shell Transports Memorandum of Association.

Directors
Under the Articles of Association of Shell Transport:



|(1) |  | a Director shall not vote or be counted in the quorum in respect of any
matter in which he is materially interested including
any matter related to his own compensation;                                                                                                                                                  
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | the Directors may exercise Shell Transports power to borrow provided
that the borrowings of Shell Transport and its
subsidiaries (if any) shall not without the consent of an ordinary
resolution of shareholders of Shell Transport exceed
the nominal amount of the issued and paid-up share capital of Shell
Transport;
|   
|(3) |  | Directors must vacate office at the Annual General Meeting of
Shareholders following attainment of age 70 but are
eligible for re-election;                                                                                                                                                                                
|   
|(4) |  | Directors are not required to hold shares of Shell Transport to be
qualified.                                                                                                                                                                                                                                              

Rights attaching to shares
(a)   Dividend rights and rights to share in the companys profits
Under English law, dividends are payable on Shell Transports shares only out
of profits available for distribution, as determined
in accordance with accounting principles generally accepted in the United
Kingdom and by the Companies Act. Holders of Shell
Transports Ordinary shares are entitled to receive such dividends as may be
declared by the shareholders in general meeting,
rateably according to the amounts paid up on such shares, provided that the
dividend cannot exceed the amount recommended
by the Directors.

70  TheShellTransport and Trading Company, Public Limited Company





---



##### Table of Contents



Shell Transports Board of Directors may pay holders of Ordinary shares such
interim dividends as appear to it to be justified by
Shell Transports financial position. If authorised by an ordinary resolution
of the shareholders, the Board of Directors may also
make payment of a dividend in whole or in part by the distribution of specific
assets (and in particular of paid-up shares or
debentures of any other company).

Any dividend unclaimed after 12 years from the date the dividend was due for
payment will be forfeited and will revert to
Shell Transport.

The holders of Ordinary shares have unrestricted rights to participate in
distributions of dividend and capital subject to the rights
of the holders of the First Preference shares and Second Preference shares as
described below.

The First and Second Preference shares (the Preference shares) confer on the
holders the right to a fixed cumulative dividend and
rank in priority to Ordinary shares. The fixed dividend on the First Preference
shares is payable at the rate of 5.5 % per annum
and the fixed dividend on the Second Preference shares is payable at the rate
of 7 % per annum. On a winding-up or repayment
the Preference shares also rank in priority to the Ordinary shares for the
nominal value of £1 per share (plus a premium, if any,
equal to the excess of the daily average price for the respective shares quoted
in the London Stock Exchange Daily Official List for a
six month period preceding the repayment or winding-up) but do not have any
further rights of participation in the profits or assets
of Shell Transport.

(b)   Voting rights and General Meetings of Shareholders
The holders of Ordinary shares have the right to attend and vote at all General
Meetings of the shareholders of Shell Transport.

Voting at any General Meeting of Shareholders is by a show of hands unless a
poll, which is a written vote, is duly demanded.
On a show of hands, every shareholder entitled to vote, who is present in
person, has one vote regardless of the number of shares
held. On a poll, every shareholder who is present in person or by proxy has one
vote for every £1 in nominal amount of shares
held by that shareholder.

A poll may be demanded by any of the following:



| |  | the chairman of the meeting;                                                                                                                                                                                                                                                                                  
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | at least five shareholders entitled to vote at the meeting;                                                                                                                                                                                                                                                   
| 
| |  | any shareholder or shareholders representing in the aggregate not less
than one-tenth of
the total voting rights of all
shareholders entitled to vote at the meeting; or                                                                                                                                      
| 
| |  | any shareholder or shareholders holding shares conferring a right to vote
at the meeting on which there have been paid-up
sums in the aggregate equal to not less than one-tenth of the total sum
paid up on all the shares conferring that right or such
shares with a nominal value of not less than £3,000.

A proxy form will be treated as giving the proxy the authority to demand a
poll, or to join others in demanding one.

The necessary quorum for a general meeting is ten persons carrying a right to
vote upon the business to be transacted, whether
present in person or by proxy.

Matters are transacted at General Meetings of Shareholders by the proposing and
passing of resolutions of which there are three kinds:



| |  | an ordinary resolution, which includes resolutions for the election of
Directors, the approval of financial statements, the payment
of dividends, the appointment of auditors, the increase of authorised
share capital or the grant of authority to allot shares;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | a special resolution, which includes resolutions amending Shell
Transports Memorandum and Articles of Association,
disapplying statutory pre-emption rights or changing Shell Transports
name; and                                                              
| 
| |  | an extraordinary resolution, which includes resolutions modifying the
rights of any class of Shell Transports shares at a meeting
of the holders of such class or relating to certain matters concerning
Shell Transports winding up.                           

TheShellTransport and Trading Company, Public Limited Company  71





---



##### Table of Contents



An ordinary resolution requires the affirmative vote of a majority of the votes
of those persons voting at a meeting at which
there is a quorum.

Special and extraordinary resolutions require the affirmative vote of not less
than three-fourths of the persons voting at
a meeting at which there is a quorum.

In the case of an equality of votes, whether on a show of hands or on a poll,
the chairman of the meeting is entitled to cast
the deciding vote in addition to any other vote he may have.

Annual General Meetings must be convened upon advance written notice of 21
days. Other meetings must be convened upon
advance written notice of 21 days for the passing of a special resolution and
14 days for any other resolution. The notice must
specify the nature of the business to be transacted. The Board of Directors may
if they choose make arrangements for shareholders
who are unable to attend the place of the meeting to participate at other
places.

Under English law, the Directors must convene an extraordinary general meeting
of a
company on the requisition of members holding
not less than one-tenth of such paid-up capital of the company as carries the
right of voting at general meetings of the company.

Preference shares do not have voting rights unless their dividend is in arrears
or the proposal concerns a reduction of capital,
winding-up, an alteration of the Articles of Association or otherwise directly
affects their class rights.

(c)   Rights in a winding-up
Upon Shell Transports winding-up, the balance of assets available for
distribution:



| |  | after the payment of all creditors including certain preferential
creditors, whether statutorily preferred creditors or normal
creditors; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | subject to the rights attached to the First and Second Preference shares
(see Dividend rights and rights to share in the
companys profits on page 70) and to any special rights attaching to any
other class of shares, of which there are currently
none, is to be distributed among the holders of Ordinary shares according
to the amounts paid-up on the shares held by
them. This distribution is generally to be made in cash. A liquidator may,
however, upon the adoption of an extraordinary
resolution of the shareholders, divide among the shareholders the whole or
any part of Shell Transports assets in kind.

(d)   Redemption provisions
The Ordinary shares and the Preference shares are not subject to any redemption
provisions.

(e)   Sinking fund provisions
Neither the Ordinary shares nor the Preference shares are subject to any
sinking fund provision under Shell Transports
Memorandum and Articles of Association or as a matter of English law.

(f)   Liability to further calls
No holder of Shell Transports shares will be required to make additional
contributions of capital in respect of Shell Transports
shares in the future.

(g)   Discriminating provisions
There are no provisions discriminating against a shareholder because of his
ownership of a particular number of shares.

Variation of rights
The rights attached to any class may be varied, subject to the provisions of
the Companies Act, with the consent in writing of holders
of three-fourths in value of the shares of that class or upon the adoption of
an extraordinary resolution passed at a separate
meeting of the holders of the shares of that class. At every such separate
meeting, all of the provisions of the Articles of Association
relating to proceedings at a general meeting apply, except that the quorum is
to be the number of persons who hold or represent
by proxy not less than one-third in nominal value of the issued shares of the
class. These provisions are not more stringent than
required by law in England.

72  The Shell Transport and
Trading Company, Public Limited Company



---



##### Table of Contents



Limitations on rights to own shares
There are no limitations imposed by English law or Shell Transports Memorandum
or Articles of Association on the rights to own
shares, including the right of non-residents or foreign persons to hold or vote
Shell Transports shares, other than limitations that
would generally apply to all of Shell Transports shareholders.

Change of control
There are no provisions in the Memorandum or Articles of Association of Shell
Transport or of corporate legislation in England
that would delay, defer or prevent a change of control.

Threshold for disclosure of share ownership
English law requires disclosure by beneficial owners of 3% or more of the
voting share capital of a company listed on a Stock
Exchange in the European Union or the European Economic Area to notify their
interest to the company. English law also enables
a company to require a shareholder to confirm whether he holds the shares as
beneficial owner and if not to name the beneficial
owner or owners. Under the Articles of Association of Shell Transport, if Shell
Transport has not received a response to a statutory
notice requiring disclosure of the beneficial owner of shares in Shell
Transport within 14 days of issue the Directors may determine
that the shareholder holding the shares in question should be subject to
restrictions in respect of those shares. The restrictions may
be one or more of the following:



|(i)   |  | withdrawal of right to attend and vote at general meetings;
|----- |  | -----------------------------------------------------------
|     
|     
|     
|     
|(ii)  |  | no transfer shall be registered in respect of the shares;  
|     
|     
|     
|     
|(iii) |  | no dividend shall be paid in respect of the shares.        

Capital changes
The conditions imposed by Shell Transports Memorandum and Articles of
Association for changes in capital are not more stringent
than required by English law.

New York Shares (American Depositary Receipts)
One New York Share is equivalent to six Ordinary shares of 25p each. The agent
of the Depositary is the registered shareholder
and enjoys the rights of a shareholder under the Memorandum and Articles of
Association; the rights of the holder of a New York
share are specified in the agreement with the Depositary.




EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS
There is no legislative or other legal provision currently in force in the
United Kingdom or arising under the constituent documents
of Shell Transport restricting remittances to non-resident holders of Shell
Transports securities or affecting the import or export of
capital for use by Shell Transport or UK Group companies.




TAXATION
Dividends and Tax Credit
Individual shareholders resident in the UK are entitled to receive a tax credit
with dividends received from Shell Transport. The amount
of the credit is equal to 10/90ths of the cash dividend. The credit is not
repayable in cash when it exceeds the shareholders UK
tax liability.

There is generally no withholding tax on UK dividends.

Under the current Double Taxation Conventions between the United Kingdom and
both the United States and Canada, a US or
Canadian resident holder of American Depositary Receipts (ADRs) will (so long
as a UK resident individual shareholder is entitled
to a tax credit) be entitled to receive an amount equal to the tax credit less
UK income tax of up to 15% of the combined amount of
the dividend and such tax credit (provided the shares on which the dividend is
paid are not effectively connected with a permanent
establishment of the shareholder in the UK).

The Shell Transport and Trading Company, Public Limited Company  73



---



##### Table of Contents



2001 Dividends
US and Canadian resident shareholders will be entitled to a tax credit
repayment under the Double Taxation Convention at a rate
of 11.11% of the cash dividend, but subject to a withholding tax of 15% based
on the combined amount of the dividend and tax
credit, with the result that the amount of the repayment will be zero. (It
cannot go negative.)

Dividends received by a US shareholder will represent dividend income not
eligible for the dividends received deduction allowed
to corporations. By default, US shareholders will be taxed on the amount of
dividend actually received. However, a US shareholder
may elect to be treated as having paid UK withholding tax (at an 11.11% rate)
with respect to the receipt of such dividends. As a
result of such a choice, any such withholding tax would be treated as
increasing the amount of the dividend received by the US
shareholder, and subject to certain limitations, may be claimed as a credit or
deduction for US Federal income tax purposes.

The entitlement to a tax credit of a shareholder who is resident neither in the
UK nor in the USA depends upon such double tax
arrangements as exist between the UK and the country of the shareholders
residence.

Taxation on Capital Gains
Under the current Double Taxation Convention between the United States and the
United Kingdom, capital gains of residents
of the USA may be taxed in accordance with the provisions of UK domestic law.
Under present UK law, residents of the USA
who are not resident and not ordinarily resident in the UK will not be liable
for UK taxation on capital gains made on the disposal
of their shares unless the shares are held in connection with a trade or
business carried on in the UK through a branch or agency.

Inheritance Tax
Under the current Estate and Gift Tax Convention between the United States and
the United Kingdom, Ordinary shares held by an
individual who is domiciled for the purpose of the Convention in the USA and is
not for the purpose of the Convention a national
of the UK will not be subject to UK inheritance tax on the individuals death
or on a gift of the shares in the seven years prior to
death unless the shares are part of the business property of a permanent
establishment of the individual in the UK, or, in the case
of a shareholder who performs independent personal services, pertain to a fixed
base situated in the UK.

Stamp Duty Reserve Tax
The United Kingdom Government currently imposes a 1.5% stamp duty reserve tax
on the creation of new depository receipts
representing shares of UK companies. The tax does not apply to the purchase and
subsequent transfer of depository receipts already
in issue, nor where the holder surrenders an existing depository receipt in
exchange for the underlying shares. In the case of New
York shares represented by ADRs issued on or after March 18, 1991 by the Bank
of New York, the depository under the deposit
agreement referred to in the third paragraph under the Item entitled Nature of
trading market on page 69, the tax payable is
calculated on the value of the underlying registered shares at the date such
shares are transferred to the Bank of New York.




MANAGEMENT
The business of Shell Transport is managed by a Board of Directors of not less
than three and not more than 20 in number.
There are 11 Directors in office, of whom two are Managing Directors. Managing
Directors are appointed by the Board from
among the members of the Board. Pursuant to Shell Transports Articles of
Association, one third of the Directors (or if their number
is not a multiple of three, the number nearest to one third) shall retire by
rotation at each Annual General Meeting of Shareholders.
The Directors longest in office shall retire each year, and if some Directors
have been in office for an equal period of time, the
Director(s) to retire shall (unless they otherwise agree between themselves) be
chosen by lot. Managing Directors are not subject
to retirement by rotation and shall not be counted in calculating the number of
Directors to retire each year. The Combined Code of
good corporate governance appended to the Listing Rules of the United Kingdom
Listing Authority suggests that Directors should be
subject to re-election at intervals of no more than three years and amendments
to Shell Transports Articles of Association on both
counts are included in the amendments to the Articles of Association to be
proposed to shareholders within the revised Articles of
Association to be submitted for approval at the Annual General Meeting on May
16, 2002. In 2002 three Directors will retire at the
Annual General Meeting in accordance with these arrangements. Directors
appointed by the Board vacate office at the next Annual
General Meeting and offer themselves for election. Under the Articles of
Association of Shell Transport such new Directors are not
included in the number of Directors liable to retire by rotation at the next
Annual General Meeting.

74  TheShellTransport and Trading Company, Public Limited Company





---



##### Table of Contents



The Directors, Managing Directors and officers of Shell Transport at March 13,
2002, were:

Managing Directors
Philip WattsChairman
Born June 25, 1945. A UK citizen. A Director and a Managing Director of Shell
Transport since July 1, 1997 and Chairman since
July 1, 2001. A Group Managing Director since 1997. Joined the Group as a
seismologist in 1969, and held positions in Asia-Pacific and
Europe leading to Exploration Director, Shell UK 198385. Head of
various Exploration and Production functions in
The Hague 198591. Chairman and Managing Director in Nigeria 199194, and
Regional Co-ordinator, Europe 199495.
Director Planning, Environment and External Affairs, Shell International
199697. Chief Executive Officer, Exploration and
Production 19972001. Currently Chairman of the Executive Committee of the
World Business Council for Sustainable
Development. Also Chairman of the International Chamber of Commerces UK
governing body.

Paul Skinner
Born December 24, 1944. A UK citizen. A Director and a Managing Director of
Shell Transport and a Group Managing Director
since January 1, 2000. Chief Executive Officer, Oil Products. Joined the Group
in chemicals in 1966, working in sales and
marketing in the UK, Greece and Nigeria. Moved to the oil business in 1979,
holding a succession of senior roles in the UK, New
Zealand and Norway. President, Shell International Trading Company, 199195 and
additionally responsible for the shipping
business 199596. Director, Strategy and Business Services, Oil Products
199698. President, Shell Europe Oil Products 199899.
Currently a non-executive Director of Rio Tinto plc and Rio Tinto Limited and a
member of the Board of INSEAD, the
European/Asian business school.

Non-executive Directors
Teymour Alireza
Born September 7, 1939. A Saudi Arabian citizen. A Director of Shell Transport
since November 12, 1997. President and Deputy
Chairman, The Alireza Group. Chairman National Pipe Company Ltd, Saudi Arabia.
Director Arabian Gulf Investments (Far East)
Ltd, Hong Kong. Member of the International Board of Trustees of the World Wide
Fund for Nature.

Dr Eileen ButtleCBE
Born October 19, 1937. A UK citizen. A Director of Shell Transport since July 8, 1998. Retired in 1994 from acareer of public
scientific appointments. The UK member of the European Environment Agencys Scientific Committee. Member of a number of
Government and Research Council scrutiny committees of environmental aspects of
national and European research and of Boards
of Trustees of environmental non-governmental organisations.

Luis Giusti
Born November 27, 1944. A Venezuelan citizen. A Director of Shell Transport
since September 13, 2000. Joined the Venezuelan
Shell oil company in 1966, and the Venezuelan state oil company, Petroleos de
Venezuela, SA (PDVSA) in 1976. Chairman and
CEO of PDVSA from 199499. Currently a Senior Adviser at the Center for
Strategic and International Studies in Washington DC
and also acts as a consultant in oil and energy.

Mary (Nina) Henderson
Born July 6, 1950. A US citizen. A Director of Shell Transport since May 17,
2001. 19722001 wide experience in marketing
consumer goods with Bestfoods, a major US foods company, rising to President of
a major division and Corporate Vice President
responsible for worldwide core business development. Currently a non-executive
Director of Pactiv Corporation, AXA Financials
Inc., Hunt Corporation and Visiting Nurse Service of New York.

Sir Peter JobKBE
Born July 14, 1941. A UK citizen. A Director of Shell Transport since August 2,
2001. Recently retired as Chief Executive of
Reuters plc, a position he held from 1991 following wide experience in that
company since 1963 in Latin America, Africa, Asia
and the Middle East. Currently a non-executive Director of Schroders plc,
GlaxoSmithKline plc, TIBCO Software Inc, Instinet Group
Inc and a member of the Supervisory Board of Deutsche Bank AG.

Sir Mark Moody-StuartKCMG
Born September 15, 1940. A UK citizen. A Director of Shell Transport since July
1, 1991. Chairman 19972001 and a Group
Managing Director 19912001. A non-executive Director since July, 2001.
Currently a Director of HSBC Holdings plc and
Accenture. Member of the UN Secretary Generals Advisory Council for the Global Compact.

TheShellTransport and Trading Company, Public Limited Company  75





---



##### Table of Contents



Professor Robert ONeillAO
Born November 5, 1936. An Australian citizen. A Director of Shell Transport
since June 1, 1992. A specialist in international
political and strategic problems since 1971. Chichele Professor of the History
of War, All Souls College, Oxford 19872001.
Chairman of the Council of the Australian Strategic Policy Institute, a
Director of Capital Income Builder Inc. and the Capital
World Growth and Income Fund, and an Advisory Board Member of the Investment
Company of America.

Lord OxburghKBE FRS
Born November 2, 1934. A UK citizen. A Director of Shell Transport since
January 10, 1996. Scientific and University
appointments 196088. Chief Scientific Adviser, Ministry of Defence 198893.
Rector, Imperial College of Science, Technology
and Medicine, 19932001. Currently Chairman SETNET and Chairman House of Lords
Select Committee on Science and Technology.

Sir William PurvesCBE DSO GBM
Born December 27, 1931. A UK citizen. A Director of Shell Transport since
October 1, 1993. Retired from the Chairmanship of HSBC
Holdings plc in May 1998 after 44 years service in that Group. Chairman of
Hakluyt &
Company Ltd, Deputy Chairman of Alstom
s.a., Director of Interpacific Holdings Ltd, Scottish Medicine plc, Trident
Safeguards Ltd and World Shipping and Investment Co Ltd.
Member of Hong Kong Chief Executives International Advisory Council and a
Member of Textron Inc International Advisory Council.

Company Secretary
Jyoti Munsiff
Joined the Group in 1969 as a Legal Adviser. Company Secretary of Shell
Transport since August 1, 1993.

Directors offering themselves for election or re-election
The Directors retiring by rotation at the Annual General Meeting to be held on
May 16, 2002 are: Dr Eileen Buttle, Professor
Robert ONeill and Sir William Purves. Dr Eileen Buttle will offer herself for
re-election. Professor Robert ONeill has decided
to retire at the conclusion of the Annual General Meeting. Sir William Purves
has also decided to retire as a Director at the
conclusion of the Annual General Meeting. Sir Peter Job was appointed a
Director by the Board with effect from August 2, 2001
and will offer himself for election by the shareholders at the Annual General
Meeting.

Arrangements and/or relationships between Directors and officers
Sir Mark Moody-Stuart retired as Chairman and Managing Director with effect
from June 30, 2001, and Philip Watts was the
appointed as Chairman with effect from July 1, 2001. Sir Mark Moody-Stuart
remains a Director.

There are no arrangements or understandings between Directors or officers and
any other person pursuant to which they were
selected as Directors or officers. There are no family relationships between
any Director or executive officer and any other Director
or executive officer.

Share Ownership
Directors of Shell Transport had the following beneficial interests in Shell
Transport at March 13, 2002:

|                         |  |               |           |  |                     |  |        
|------------------------ |  | ------------- | --------- |  | ------------------- |  | -------
|                         |  | Share Options | a         |  | 25p Ordinary shares
|                        
|Managing Directors       |  |               |           |  |                     |  |        
|                        
|                        
|                        
|                        
|Philip Watts             |  |               | 1,390,001 |  |                     |  | 64,595 
|                        
|                        
|                        
|                        
|Paul Skinner             |  |               | 1,143,151 |  |                     |  | 58,501 
|                        
|                        
|                        
|                        
|Non-executive Directors  |  |               |           |  |                     |  |        
|                        
|                        
|                        
|                        
|Teymour Alireza          |  |               |          |  |                     |  | 29,093 
|                        
|                        
|                        
|                        
|Dr Eileen Buttle         |  |               |          |  |                     |  | 3,400  
|                        
|                        
|                        
|                        
|Luis Giusti              |  |               |          |  |                     |  |       
|                        
|                        
|                        
|                        
|Nina Henderson           |  |               |          |  |                     |  | 9,000  
|                        
|                        
|                        
|                        
|Sir Peter Job            |  |               |          |  |                     |  |       
|                        
|                        
|                        
|                        
|Sir Mark Moody-Stuart    |  |               | 1,314,800 |  |                     |  | 600,000
|                        
|                        
|                        
|                        
|Professor Robert ONeill |  |               |          |  |                     |  | 8,116  
|                        
|                        
|                        
|                        
|Lord Oxburgh             |  |               |          |  |                     |  | 5,628  
|                        
|                        
|                        
|                        
|Sir William Purves       |  |               |          |  |                     |  | 3,000  
|                        

|a |  | Additional information is included in the Notes to the Shell
Transport Financial Statements under
Remuneration  Share options on page S12.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------

76  The Shell Transport and Trading Company, Public Limited Company





---



##### Table of Contents



Group Audit Committee
In 1976 the Board of Shell Transport, jointly with the Supervisory Board of
Royal Dutch, established a Group Audit Committee.
Under its terms of reference the Committee acts in an advisory capacity to the
Boards,
providing them with quarterly and annual
updates regarding its activities and related recommendations. The Committee
regularly considers the effectiveness of risk
management processes and internal control within the Group and reviews the
financial accounts and reports of the Royal
Dutch/Shell Group of Companies. The Committee also considers both internal and
external audit reports (including the results
of the examination of the Group Financial Statements) and assesses the
performance of internal and external audit.

The Directors of Shell Transport appointed to the Committee are Luis Giusti,
Professor Robert ONeill and Sir William Purves
(Chairman of the Committee); the members appointed by the Supervisory Board of
Royal Dutch are Aad Jacobs, Henny de Ruiter
and Jan Timmer.

Remuneration and Succession Review Committee
In 1967 the Board of Shell Transport, jointly with the Supervisory Board of
Royal Dutch, established a Remuneration Committee.
Following restatement of its terms of reference in 1980, this Committee was
renamed as Remuneration and Succession Review
Committee. The functions of the Committee are to make recommendations on all
forms of remuneration with respect to Group
Managing Directors and to review matters relating to the succession to the
positions of Group Managing Directors.

The members appointed by the Board of Shell Transport are Nina Henderson, Sir
Peter Job and Sir Mark Moody-Stuart;
the members appointed by the Supervisory Board of Royal Dutch are Jonkheer
Aarnout Loudon, Professor Joachim Milberg and
Lodewijk van Wachem (Chairman of the Committee). The Chairman of the Committee
is currently an appointee of Royal Dutch
and Sir Peter Job has been nominated by the Board of Shell Transport to respond
at the Annual General Meeting to any questions
relating to remuneration issues.

Social Responsibility Committee
In 1997 the Board of Shell Transport, jointly with the Supervisory Board of
Royal Dutch, established a Social Responsibility
Committee. The Committee reviews the policies and conduct of the Royal
Dutch/Shell Group of Companies with respect to the
Groups Statement of General Business Principles as well as the Groups Health,
Safety and Environment Commitment and Policy.

The members appointed by the Board of Shell Transport are Teymour Alireza, Dr
Eileen Buttle and Lord Oxburgh (Chairman of
the Committee). The members appointed by the Supervisory Board of Royal Dutch
are Maarten van den Bergh, Jonkheer Aarnout
Loudon and Jan Timmer.

Shell companies have long been open about the values and principles which guide
them, and the Groups Statement of General
Business Principles has been publicly available for over 25 years. The latest
version followed extensive internal and external
consultation. It includes commitments to support fundamental human rights and
to contribute to sustainable development.

Group companies publish a document entitled The Shell Report which reviews
Group companies progress in embodying sustainable
development in the way they do business and meet the economic, environmental
and social expectations of stakeholders. It includes
the latest verified health, safety and environmental data. A copy of The Shell
Report for 2001 is distributed with every copy of the
Annual Report and Accounts for 2001.

Compensation of Directors and Officers
The aggregate amount of remuneration paid to or accrued for Directors, Managing
Directors and officers of Shell Transport as
a group by Shell Transport and companies of the Royal Dutch/Shell Group of
Companies for services in all capacities during
the fiscal year ended December 31, 2001, was £3,310,269. The aggregate amount
set aside to provide pension, retirement
and similar benefits for Directors, Managing Directors and officers of Shell
Transport by Shell Transport and companies of the
Royal Dutch/Shell Group of Companies during the fiscal year ended December 31,
2001, was nil.

Reference is made to the information given in the Remuneration section on pages
S9S13 relating to Directors emoluments.

None of the Directors of Shell Transport have service contracts with Shell
Transport, their employing company or any other
Group company providing for benefits upon termination.

The Shell Transport and Trading Company, Public Limited Company  77





---



##### Table of Contents






SHARES UNDER OPTION AND SHARE PURCHASE PLAN
Two Group companies, one in the Netherlands (Shell Petroleum N.V.) and one in
the United Kingdom (The Shell Petroleum
Company Limited), have stock option plans under which options have been or may
be granted to executives and other employees
of those and other Group companies. Options granted under these plans are at a
price of not less than the market value at the
date of granting the option and for the terms indicated in the tabulation
below.

The securities of Shell Transport involved in the plans as of March 13, 2002,
are 64,827,554 issued and outstanding Ordinary shares.

The number of Ordinary shares under option at March 13, 2002, and the option
prices of the Ordinary shares at the date
the options were granted, per share and in total, were as follows:

|                                    |  |                  |            |  |           |              |      |       |  |   |             |                    |  |                                      | 
|----------------------------------- |  | ---------------- | ---------- |  | --------- | ------------ | ---- | ----- |  | - | ----------- | ------------------ |  | ------------------------------------ | 
|Plan                                |  |                  |            |  |           | Option price |      |       | 
|                                    |  |                  |            |  |           |              |      |       | 
|                                    |  | Number of shares |            |  | Average   |              |      | Total |  |   | Term       
|                                    |  | under option     |            |  | per share |              |      |       |  |   |             | (expiration dates)
|                                   
|Shell Petroleum N.V.                |  |                  | 734,500    |  |           | £            | 4.39 |       |  | £ | 3,224,455   |                    |  | 5 years
        (10/12/02)          
|                                   
|                                   
|                                   
|                                   
|Shell Petroleum N.V.                |  |                  | 14,611,900 |  |           | £            | 4.88 |       |  | £ | 71,347,707  |                    |  | 10 years
        (10/12/0707/11/11)
|                                   
|                                   
|                                   
|                                   
|The Shell Petroleum Company Limited |  |                  | 717,500    |  |           | £            | 4.39 |       |  | £ | 3,149,825   |                    |  | 5 years
        (10/12/02)          
|                                   
|                                   
|                                   
|                                   
|The Shell Petroleum Company Limited |  |                  | 48,763,654 |  |           | £            | 4.76 |       |  | £ | 232,344,135 |                    |  | 10 years
        (10/12/0707/11/11)
|                                   

During 1986 The Shell Petroleum Company Limited established a savings-related
share option scheme approved by the United
Kingdom Inland Revenue pursuant to the Finance Act 1980 (now consolidated into
the Income and Corporation Taxes Act 1988)
under which options have been or may be granted over Ordinary shares of Shell
Transport to eligible employees of certain Group
companies in the United Kingdom. Options granted under the scheme are at a
price of not less than the market value shortly before
the date of grant and are normally exercisable after completion of a
contractual savings period of either three or five years. In 1998
Shell Petroleum N.V. established a similar savings related share option scheme.
At March 13, 2002 there were 11,109,640 issued
and outstanding Ordinary shares of Shell Transport under option to such
employees pursuant to the rules of those schemes at prices
between £3.55 and £5.69.

The Global Employee Share Purchase Plan implemented in 2001, enables employees
to make contributions, which are applied
quarterly to purchase Royal Dutch or Shell Transport shares at current market
value. If the acquired shares are retained in the Plan
until the end of the twelve-month cycle the employee receives an additional 15%
share match. The purchase price is the lower of
the market price on the first or last trading day of the cycle reduced by 15%.
At March 13, 2002, 77,604 Shell Transport
Ordinary shares (2000:nil) were held by Group companies in connection with this
Plan.

No issue of new shares is involved under any of the plans or schemes mentioned
above.

78  The
Shell Transport and Trading Company, Public Limited Company





---



##### Table of Contents






Index to the Financial Statements and Exhibits

|                                                                                                             |  |      |    
|------------------------------------------------------------------------------------------------------------ |  | ---- | ---
|(A) Financial Data*                                                                                          |  | Page
|                                                                                                             | 
|Royal Dutch Petroleum Company:                                                                               |  |      |    
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Report of Independent Accountants                                                                            |  |      | R1 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Financial Statements                                                                                         |  |      |    
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Profit and Loss Account                                                                                      |  |      | R2 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Statement of Appropriation of Profit                                                                         |  |      | R2 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Earnings per ordinary share                                                                                  |  |      | R2 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Balance Sheet                                                                                                |  |      | R2 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Statement of Cash Flows                                                                                      |  |      | R2 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Notes to the Financial Statements                                                                            |  |      | R3 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Remuneration                                                                                                 |  |      | R7 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|The Shell Transport and Trading Company, Public Limited Company:                                           |  |      |    
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Report of Independent Accountants                                                                            |  |      | S1 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Financial Statements                                                                                         |  |      |    
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Profit and Loss Account                                                                                      |  |      | S2 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Statement of Retained Profit                                                                                 |  |      | S2 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Earnings per 25p Ordinary share                                                                              |  |      | S2 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Balance Sheet                                                                                                |  |      | S2 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Statement of Total Recognised Gains and Losses                                                               |  |      | S3 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Statement of Cash Flows                                                                                      |  |      | S3 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Notes to the Financial Statements                                                                            |  |      | S4 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Remuneration                                                                                                 |  |      | S9 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Royal Dutch/Shell Group of Companies:                                                                        |  |      |    
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Report of Independent Accountants                                                                            |  |      | G1 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Financial Statements                                                                                         |  |      |    
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Statement of Income                                                                                          |  |      | G2 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Statement of Comprehensive Income and Parent Companies Interest in Group Net Assets                         |  |      | G2 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Statement of Assets and Liabilities                                                                          |  |      | G3 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Statement of Cash Flows                                                                                      |  |      | G4 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Notes to the Financial Statements                                                                            |  |      | G5 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Supplementary Information  Oil and Gas                                                                      |  |      |    
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Reserves                                                                                                     |  |      | G33
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Standardised measure of discounted future cash flows                                                         |  |      | G35
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Supplementary Information  Derivatives and other Financial Instruments
and Derivative Commodity Instruments |  |      | G36

|             |  |                                                                                                                                                                                                               |  |   
|------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --
|(B) Exhibits |  |                                                                                                                                                                                                               |  |   
|             |  |                                                                                                                                                                                                              
|1.1          |  | Articles of Association of Royal Dutch (incorporated by reference to the Report of Foreign Issuer on Form 6-K of
Royal Dutch furnished to the Securities and Exchange Commission on September 18, 2000)       |  |   
|            
|            
|            
|            
|1.2          |  | Memorandum and Articles of Association of Shell Transport (incorporated by reference to Exhibit 3.2 of the Registration
Statement on Form S-8 (Registration No. 333-7590) of Royal Dutch and Shell Transport) |  |   
|            
|            
|            
|            
|8            |  | Significant Group companies as at December 31, 2001                                                                                                                                                           |  | E2
|            
|            
|            
|            
|23.1         |  | Consent of KPMG Accountants N.V., The Hague                                                                                                                                                                   |  | E3
|            
|            
|            
|            
|23.2         |  | Consent of PricewaterhouseCoopers, London                                                                                                                                                                     |  | E4
|            
|            
|            
|            
|23.3         |  | Consent of KPMG Accountants N.V., The Hague and PricewaterhouseCoopers, London                                                                                                                                |  | E5
|            
|            
|            
|            
|23.4         |  | Consent of KPMG Accountants N.V., The Hague                                                                                                                                                                   |  | E6
|            
|            
|            
|            
|23.5         |  | Consent of KPMG Accountants N.V., The Hague and PricewaterhouseCoopers, London                                                                                                                                |  | E7

*     Schedules not included have been omitted because they are not applicable or not required. Alternatively, the required information is shown in the financial
statements or notes thereto. Summarised financial information in aggregate for majority-owned subsidiaries not consolidated and 50% or less-owned persons,
the investments in which are accounted for by the equity method, has been provided in the notes to the financial statements. Separate financial statements for any
such individual majority-owned subsidiary not consolidated or 50% or less-owned person, the investments in which are accounted for by the equity method, have
been omitted because none constitutes a significant subsidiary.

Index to the Financial Statements and Exhibits      79





---



##### Table of Contents






Signatures

As to the undersigned registrant, this Annual Report consists solely of the information referred to on the cross-reference sheet
headed Royal Dutch and does not include the information as to Shell Transport on page 35 under the heading Selected Financial
Data, on page 37, on pages 69 through 78 and pages S2 through S14.

The material in this report is stated as at December 31, 2001, except that certain 2002 subsequent events are stated down
to March 13, 2002.

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all of
the requirements for filing on Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned,
thereunto duly authorised.

|                                                                           |  | 
|-------------------------------------------------------------------------- |  | 
|N.V. KONINKLIJKE NEDERLANDSCHE PETROLEUM MAATSCHAPPIJ                      | 
|                                                                          
|/s/ JEROEN VAN DER VEERJeroen van der Veer
President and Managing Director |  | 
|                                                                          
|/s/ ROBBERT VAN DER VLISTRobbert van der Vlist
General Attorney            |  | 

The Hague
April 8, 2002

80Signatures





---



##### Table of Contents



As to the undersigned registrant, this Annual Report consists solely of the information referred to on the cross-reference sheet
headed Shell Transport and does not include the information as to Royal Dutch on page 35 under the heading Selected Financial
Data, on page 36, on pages 58 through 68 and pages R2 through R12.

The material in this report is stated as at December 31, 2001, except that certain 2002 subsequent events are stated down
to March 13, 2002.

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all of
the requirements for filing on Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned,
thereunto duly authorised.

THE SHELL TRANSPORT AND TRADING COMPANY, PUBLIC LIMITED COMPANY

|                                                            |  | 
|----------------------------------------------------------- |  | 
|/s/ PHILIP WATTSPhilip Watts
Chairman and Managing Director |  | 

London
April 8, 2002

Signatures 81





---



##### Table of Contents



(This page is intentionally blank)

82 Signatures





---



##### Table of Contents






Royal Dutch Petroleum Company

Report of Independent Accountants

To: Royal Dutch Petroleum Company

We have audited the Financial Statements of Royal Dutch Petroleum Company for the years 2001, 2000 and 1999 appearing on
pages R2R6. The preparation of these Financial Statements is the responsibility of the Board of Management. Our responsibility is
to express an opinion on the Financial Statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether the Financial Statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Financial
Statements. An audit also includes assessing the accounting principles used and significant estimates made by the Board of
Management in the preparation of the Financial Statements, as well as evaluating the overall Financial Statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the Financial Statements referred to above present fairly, in all material respects, the financial position of Royal
Dutch Petroleum Company at December 31, 2001 and 2000, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 2001 in accordance with the accounting policies described on page R3.

The report of independent accountants on the 2001, 2000 and 1999 Financial Statements of the Royal Dutch/Shell Group
of Companies, which form part of the Financial Statements of Royal Dutch Petroleum Company, appears on page G1.

|                                 |  | 
|-------------------------------- |  | 
|KPMG Accountants N.V., The Hague |  | 

March 13, 2002

Royal Dutch Petroleum Company               R1





---



##### Table of Contents



Financial Statements

|                                                                    |  |      |   |      |  |      |       |      |  |  |       |  |  |           |      
|------------------------------------------------------------------- |  | ---- | - | ---- |  | ---- | ----- | ---- |  |  | ----- |  |  | --------- | -----
|Profit and Loss Account                                             |  |      |   |      |  |      |       |      |  |  |       |  |  |  million
|                                                                   
|                                                                    |  | Note |   | 2001 |  | 2000 |       | 1999
|                                                                   
|Share in the net income of companies
of the Royal Dutch/Shell Group |  |      | 3 |      |  |      | 7,265 |      |  |  | 8,272 |  |  |           | 4,853
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|lessAdministrative expenses                                         |  |      |   |      |  |      | 6     |      |  |  | 4     |  |  |           | 4    
|                                                                   
|                                                                    |  |      |   |      |  |      | 7,259 |      |  |  | 8,268 |  |  |           | 4,849
|                                                                   
|Interest income                                                     |  |      |   |      |  |      | 33    |      |  |  | 24    |  |  |           | 16   
|                                                                   
|Profit before taxation                                              |  |      |   |      |  |      | 7,292 |      |  |  | 8,292 |  |  |           | 4,865
|                                                                   
|lessTaxation                                                        |  |      |   |      |  |      | 10    |      |  |  | 7     |  |  |           | 4    
|                                                                   
|Profit after taxation                                               |  |      |   |      |  |      | 7,282 |      |  |  | 8,285 |  |  |           | 4,861
|                                                                   

|                                             |                |      |   |      |  |      |        |       |      |  |        |       |  |           |        |       | 
|-------------------------------------------- | -------------- | ---- | - | ---- |  | ---- | ------ | ----- | ---- |  | ------ | ----- |  | --------- | ------ | ----- | 
|Statement of Appropriation of Profit         |                |      |   |      |  |      |        |       |      |  |        |       |  |  million
|                                            
|                                             |                | Note |   | 2001 |  | 2000 |        |       | 1999
|                                            
|Profit after taxation                        |                |      |   |      |  |      | 7,282  |       |      |  | 8,285  |       |  |           | 4,861  |      
|                                            
|                                            
|                                            
|                                            
|Taken from/(to) Statutory
investment reserve |                |      | 4 |      |  |      | (1,117 | )     |      |  | (2,578 | )     |  |           | (1,670 | )    
|                                            
|                                            
|                                            
|                                            
|Undistributed profit at
beginning of year    |                |      |   |      |  |      | 2,701  |       |      |  | 402    |       |  |           | 449    |      
|                                            
|                                            
|                                            
|                                            
|Repurchase of share capital                  |                |      |   |      |  |      | (2,654 | )     |      |  |       |       |  |           |       |      
|                                            
|                                            
|                                            
|                                            
|Unclaimed dividends forfeited                |                |      |   |      |  |      | 1      |       |      |  | 1      |       |  |           |       |      
|                                            
|Available for distribution                   |                |      |   |      |  |      | 6,213  |       |      |  | 6,110  |       |  |           | 3,640  |      
|                                            
|lessInterim dividenda                        |                |      |   |      |  |      | 1,501  |       |      |  | 1,436  |       |  |           | 1,394  |      
|                                            
|                                            
|                                            
|                                            
|                                             | Final dividend |      |   |      |  |      |        | 2,042 | b    |  |        | 1,973 |  |           |        | 1,844 | 
|                                            
|                                             |                |      |   |      |  |      | 3,543  |       |      |  | 3,409  |       |  |           | 3,238  |      
|                                            
|Undistributed profit at end of year          |                |      |   |      |  |      | 2,670  |       |      |  | 2,701  |       |  |           | 402    |      
|                                            



---

|a |  | Including 4% cumulative preference dividend amounting to 27,227
on priority shares.                               
|- |  | -------------------------------------------------------------------------------------------------------------------
| 
| 
| 
| 
|b |  | Proposed final dividend, subject to finalisation by the General Meeting
of Shareholders to be held on May 16, 2002.

|                                 |      |  |      |  |  |      |      |  |  |  |     
|-------------------------------- | ---- |  | ---- |  |  | ---- | ---- |  |  |  | ----
|Earnings per ordinary sharea     |      |  |      |  |  |    
|                                
|                                 | 2001 |  | 2000 |  |  | 1999
|                                
|Net income/profit after taxation |      |  | 3.44 |  |  |      | 3.86 |  |  |  | 2.27
|                                

The earnings per share amounts shown above are directly related to profit after
taxation. In the opinion of the Board of Management, these are the most
meaningful since they reflect the full entitlement of the Company in
the income of Group companies. The earnings per share calculation includes
shares held to back share options (refer to Note 22 of the Group Financial
Statements). There is no difference between basic and diluted earnings per
share.



|a |  | On weighted average 2,119,873,567 shares in issue during the year 2001.
(2000 and 1999: On 2,144,296,352 shares in issue.) For this purpose
shares repurchased under the buyback programme are deemed to have
been cancelled on purchase date.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                        |                                                                    |  |      |      |  |        |        |        |        |           |        |        |  
|--------------------------------------- | ------------------------------------------------------------------ |  | ---- | ---- |  | ------ | ------ | ------ | ------ | --------- | ------ | ------ | -
|Balance Sheeta                          |                                                                    |  |      |      |  |        |        |        |        |  million
|                                       
|                                        |                                                                    |  |      |      |  | Dec 31 |        |        | Dec 31
|                                        |                                                                    |  | Note | 2001 |  |        | 2000  
|                                       
|Fixed assets                            |                                                                    |  |      |      |  |        |        |        |        |           |        |       
|                                       
|                                       
|                                       
|                                       
|Financial fixed assets                  |                                                                    |  |      |      |  |        |        |        |        |           |        |       
|                                       
|                                       
|                                       
|                                       
|                                        | Investments in companies
of the Royal Dutch/Shell Group            |  |      | 4    |  |        |        | 38,431 |        |           |        | 36,988 |  
|                                       
|                                       
|                                       
|                                       
|Current assets                          |                                                                    |  |      |      |  |        |        |        |        |           |        |       
|                                       
|                                       
|                                       
|                                       
|Receivables                             |                                                                    |  |      |      |  |        |        |        |        |           |        |       
|                                       
|                                       
|                                       
|                                       
|                                        | Dividends receivable from companies
of the Royal Dutch/Shell Group |  |      |      |  |        |        | 4,111  |        |           |        | 4,306  |  
|                                       
|                                       
|                                       
|                                       
|                                        | Other receivables                                                  |  |      | 5    |  |        |        | 23     |        |           |        | 2      |  
|                                       
|                                       
|                                       
|                                       
|Cash at bank                            |                                                                    |  |      |      |  |        | 549    |        |        |           | 355    |       
|                                       
|                                        |                                                                    |  |      |      |  |        | 4,683  |        |        |           | 4,663  |       
|                                       
|Current liabilities                     |                                                                    |  |      |      |  |        |        |        |        |           |        |       
|                                       
|                                       
|                                       
|                                       
|                                        | Final dividend                                                     |  |      |      |  |        |        | 2,042  | b      |           |        | 1,973  |  
|                                       
|                                       
|                                       
|                                       
|                                        | Other liabilities                                                  |  |      | 6    |  |        |        | 9      |        |           |        | 17     |  
|                                       
|                                        |                                                                    |  |      |      |  |        | 2,051  |        |        |           | 1,990  |       
|                                       
|Current assets less current liabilities |                                                                    |  |      |      |  |        | 2,632  |        |        |           | 2,673  |       
|                                       
|Total assets less current liabilities   |                                                                    |  |      |      |  |        | 41,063 |        |        |           | 39,661 |       
|                                       
|Shareholders equity                    |                                                                    |  |      |      |  |        |        |        |        |           |        |       
|                                       
|                                       
|                                       
|                                       
|Paid-up capital                         |                                                                    |  | 7    |      |  |        |        |        |        |           |        |       
|                                       
|                                       
|                                       
|                                       
|                                        | Ordinary shares                                                    |  |      |      |  |        |        | 1,206  |        |           |        | 1,216  |  
|                                       
|                                       
|                                       
|                                       
|                                        | Priority shares                                                    |  |      |      |  |        |        | 1      |        |           |        | 1      |  
|                                       
|                                        |                                                                    |  |      |      |  |        | 1,207  |        |        |           | 1,217  |       
|                                       
|Share premium reserve                   |                                                                    |  |      |      |  |        | 1      |        |        |           | 1      |       
|                                       
|                                       
|                                       
|                                       
|Investment reserves                     |                                                                    |  | 4    |      |  |        |        |        |        |           |        |       
|                                       
|                                       
|                                       
|                                       
|                                        | Statutory                                                          |  |      |      |  |        |        | 25,485 |        |           |        | 23,298 |  
|                                       
|                                       
|                                       
|                                       
|                                        | Currency translation differences                                   |  |      |      |  |        |        | (4,306 | )      |           |        | (2,994 | )
|                                       
|                                       
|                                       
|                                       
|                                        | Other                                                              |  |      |      |  |        |        | 16,006 |        |           |        | 15,438 |  
|                                       
|                                        |                                                                    |  |      |      |  |        | 37,185 |        |        |           | 35,742 |       
|                                       
|Undistributed profit                    |                                                                    |  |      |      |  |        | 2,670  |        |        |           | 2,701  |       
|                                       
|                                        |                                                                    |  |      |      |  |        | 41,063 |        |        |           | 39,661 |       
|                                       



|a |  | The appropriation of profit has already been incorporated in the
Balance Sheet.                                    
|- |  | -------------------------------------------------------------------------------------------------------------------
| 
| 
| 
| 
|b |  | Proposed final dividend, subject to finalisation by the General Meeting
of Shareholders to be held on May 16, 2002.

|                                                                               |      |  |        |   |  |      |        |   |  |           |        |  
|------------------------------------------------------------------------------ | ---- |  | ------ | - |  | ---- | ------ | - |  | --------- | ------ | -
|Statement of Cash Flows                                                        |      |  |        |   |  |      |        |   |  |  million
|                                                                              
|                                                                               | 2001 |  | 2000   |   |  | 1999
|                                                                              
|Returns on investments and
servicing of finance                                |      |  |        |   |  |      |        |   |  |           |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Dividends received from Group companies                                        |      |  | 6,342  |   |  |      | 3,352  |   |  |           | 2,977  |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Interest received                                                              |      |  | 30     |   |  |      | 26     |   |  |           | 13     |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Other                                                                          |      |  | (5     | ) |  |      |       |   |  |           | (8     | )
|                                                                              
|Net cash inflow/(outflow)
from returns on investments
and servicing of finance |      |  | 6,367  |   |  |      | 3,378  |   |  |           | 2,982  |  
|                                                                              
|Taxation                                                                       |      |  |        |   |  |      |        |   |  |           |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Tax (paid)/recovered                                                           |      |  | (14    | ) |  |      | (3     | ) |  |           | (2     | )
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Financing                                                                      |      |  |        |   |  |      |        |   |  |           |        |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Repurchase of share capital,
including expenses                                |      |  | (2,700 | ) |  |      |       |   |  |           |       |  
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Dividends paid                                                                 |      |  | (3,459 | ) |  |      | (3,283 | ) |  |           | (3,156 | )
|                                                                              
|Increase/(decrease) in cash at bank                                            |      |  | 194    |   |  |      | 92     |   |  |           | (176   | )
|                                                                              
|Cash at January 1                                                              |      |  | 355    |   |  |      | 263    |   |  |           | 439    |  
|                                                                              
|Cash at December 31                                                            |      |  | 549    |   |  |      | 355    |   |  |           | 263    |  
|                                                                              

R2    Royal Dutch Petroleum Company





---



##### Table of Contents



Notes to the Financial Statements

1     The Company
Royal Dutch, one of the Parent Companies of the Royal Dutch/Shell Group, is a
holding company which, in conjunction with Shell
Transport, owns, directly or indirectly, investments in the numerous companies
known collectively as the Royal Dutch/Shell Group
of Companies.

The Financial Statements of the Royal Dutch/Shell Group of Companies and the
Notes thereto on pages G1G32 form part of these Notes.

Arrangements between Royal Dutch and Shell Transport provide, inter alia, that
notwithstanding variations in shareholdings, Royal
Dutch and Shell Transport shall share in the aggregate net assets and in the
aggregate dividends and interest received from Group
companies in the proportion of 60:40. It is further arranged that the burden of
all taxes in the nature of, or corresponding to, an
income tax leviable in respect of such dividends and interest shall fall in the
same proportion. Note 1 to the Financial Statements
of the Royal Dutch/Shell Group of Companies (on page G5) gives details of
supplemental arrangements which have been made
between Royal Dutch and Shell Transport regarding dividends, taxes and tax
benefits.

2     Accounting policies
The Annual Accounts of Royal Dutch include the Financial Statements of the
Royal Dutch/Shell Group of Companies. These Annual
Accounts have been prepared in accordance with legal requirements and generally
accepted accounting principles in the Netherlands.

The investments in and the share in the net income of companies of the Royal
Dutch/Shell Group are accounted for by the equity
method (see also Notes 3 and 4). Accounting policies used by the Group are
given on pages G5G8.

With effect from 1999, euro reporting has been
adopted instead of guilder reporting for the Annual Accounts of Royal Dutch.
Comparative data previously reported in guilders have been translated into euros using the fixed conversion rate of 2.20371.

Assets and liabilities in foreign currencies are translated into euros at
year-end rates of exchange, whereas results for the year are
translated at average rates. Euros are translated from dollars at average rates
for the quarter. Currency translation differences arising
from translating the investments in companies of the Royal Dutch/Shell Group
are taken to Investments and reserves (see Note 4).

Administrative expenses, Interest income and Taxation are stated at the amounts
attributable to the respective financial years.

3     Share in the net income of companies of the Royal Dutch/Shell Group
The amount dealt with under this heading in the Profit and Loss Account has
been calculated as 60% of the net income of the
Royal Dutch/Shell Group as presented in the Group Financial Statements on page
G2. The dividend for 2001 distributed from Group companies to Royal Dutch amounted to 6,148 million (2000: 5,694 million). Net income has been translated into
euros using the weighted average rate for the year.

4     Investments and reserves
The 60% interest in Group net assets is equal to the interest applicable to
Royal Dutch as shown in the Statement of Comprehensive
Income and Parent Companies Interest in Group Net Assets (on page G2).

Royal Dutchs investments in the companies of the Royal Dutch/Shell Group are
stated at an amount equal to the 60% share
in Group net assets, translated into euros at the year-end rate.

The difference of 37,185 million between the cost of the investments and the
amounts at which the investments are stated
in the Balance Sheet has been taken to Investment reserves.

The Statutory investment reserve comprises Royal Dutchs 60% share in the
undistributed net income of Group companies which
has arisen as from January 1, 1984; Royal Dutchs share in the undistributed
net income of Group companies accumulated until
that date is included in Investment reserves  Other.

Royal Dutch Petroleum Company    R3





---



##### Table of Contents



Royal Dutchs 60% share in the cumulative Group currency translation differences arises as a result of translating the assets
and liabilities of non-dollar companies to dollars at year-end rates of exchange (see Note 4 to the Financial Statements of the
Royal Dutch/Shell Group of Companies on page G9) and is shown under Investment reserves as Currency translation differences.
The net increase/decrease in Parent Companies shares held by Group companies represents the balance of sales and purchases
and changes in valuation of these shares minus dividends received on these shares.

Other comprehensive income, net of tax, consists of currency translation differences, unrealised gains/losses on securities and
on cash flow hedges and minimum pension liability adjustments (see Note 5 to the Financial Statements of the Royal Dutch/Shell
Group of Companies on page G10).

The movements during the year in the value of the Group reporting currency
(dollar) against the Royal Dutch reporting
currency (euro) lead to currency translation differences.

As the amounts dealt with under Investment reserves have been, or will be,
substantially reinvested by the companies concerned,
it is not meaningful to provide for taxes on possible future distributions out
of earnings retained by those companies; no such
provision has therefore been made. Furthermore, it is not practicable to
estimate the full amount of tax or the withholding
tax element.

|                                                      |                                                                             |              |           |             |           |           |        |             |   |             |                     |          |   |       |        |        |   |  |        |       |   |  |        |        |  
|----------------------------------------------------- | --------------------------------------------------------------------------- | ------------ | --------- | ----------- | --------- | --------- | ------ | ----------- | - | ----------- | ------------------- | -------- | - | ----- | ------ | ------ | - |  | ------ | ----- | - |  | ------ | ------ | -
|The movements in Investments and Investment reserves: |                                                                             |              |           |             |           |           |        |             |   |             |                     |          |   |       |        |        |   |  |        |       |   |  |        |       
|                                                     
|                                                      |                                                                             |              | $ million |             |  million
|                                                      |                                                                             |              |           |             |          
|                                                      |                                                                             |              |           |             |           |           |        |             |   |             | Investment reserves
|                                                      |                                                                             |              |           |             |           |           |        |             |   |             |                    
|                                                      |                                                                             | 60% interest |           |             |           |           |        |             |   |             |                     | Currency |   |       |        |        |   |  |        |      
|                                                      |                                                                             | in Group     |           | Royal Dutch |           |           |        |             |   | translation |                     |          |   |       |        |        |   |  |       
|                                                      |                                                                             | net assets   |           | investments |           | Statutory |        | differences |   | Other       |                     |          |   | Total
|                                                     
|Balance at December 31, 1999                          |                                                                             |              | 33,703    |             |           |           | 33,733 |             |   |             | 19,304              |          |   |       | (1,153 | )      |   |  | 14,336 |       |   |  | 32,487 |       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                                                             |              |           |             |           |           |        |             |   |             |                     |          |   |       |        |        |   |  |        |       |   |  |        |       
|                                                     
|                                                     
|                                                     
|                                                     
|Movements during the year 2000                        |                                                                             |              |           |             |           |           |        |             |   |             |                     |          |   |       |        |        |   |  |        |       |   |  |        |       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Undistributed net income of Group companies                                 |              |           | 2,484       |           |           |        | 2,578       |   |             |                     | 2,578    |   |       |        |       |   |  |        |      |   |  |        | 2,578  |  
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Net (increase)/decrease in Parent Companies shares held by Group companies |              |           | (120        | )         |           |        | (115        | ) |             |                     |         |   |       |        |       |   |  |        | (115  | ) |  |        | (115   | )
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Other comprehensive income, net of tax                                      |              |           | (1,815      | )         |           |        | (1,948      | ) |             |                     | (198     | ) |       |        | (1,750 | ) |  |        |      |   |  |        | (1,948 | )
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Translation effect arising from movements in dollar/euro rate               |              |           |             |           |           |        | 2,740       |   |             |                     | 1,614    |   |       |        | (91    | ) |  |        | 1,217 |   |  |        | 2,740  |  
|                                                     
|Balance at December 31, 2000                          |                                                                             |              | 34,252    |             |           |           | 36,988 |             |   |             | 23,298              |          |   |       | (2,994 | )      |   |  | 15,438 |       |   |  | 35,742 |       
|                                                     
|Movements during the year 2001                        |                                                                             |              |           |             |           |           |        |             |   |             |                     |          |   |       |        |        |   |  |        |       |   |  |        |       
|                                                     
|                                                     
|                                                     
|                                                     
|Undistributed net income of Group companies           |                                                                             |              | 1,013     |             |           |           | 1,117  |             |   |             | 1,117               |          |   |       |       |        |   |  |       |       |   |  | 1,117  |       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Net (increase)/decrease in Parent Companies shares held by Group companies |              |           | (385        | )         |           |        | (294        | ) |             |                     |         |   |       |        |       |   |  |        | (294  | ) |  |        | (294   | )
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Other comprehensive income, net of tax                                      |              |           | (1,184      | )         |           |        | (1,338      | ) |             |                     | (184     | ) |       |        | (1,154 | ) |  |        |      |   |  |        | (1,338 | )
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Translation effect arising from movements in dollar/euro rate               |              |           |             |           |           |        | 1,958       |   |             |                     | 1,254    |   |       |        | (158   | ) |  |        | 862   |   |  |        | 1,958  |  
|                                                     
|Balance at December 31, 2001                          |                                                                             |              | 33,696    |             |           |           | 38,431 |             |   |             | 25,485              |          |   |       | (4,306 | )      |   |  | 16,006 |       |   |  | 37,185 |       
|                                                     

|                        |        |  |    |        |  |           |   | 
|----------------------- | ------ |  | -- | ------ |  | --------- | - | 
|5 Other receivables     |        |  |    |        |  |  million
|                       
|                        | Dec 31 |  |    | Dec 31
|                        | 2001   |  |    | 2000  
|                       
|Dividend tax receivable |        |  | 19 |        |  |           |  | 
|                       
|                       
|                       
|                       
|Accrued interest        |        |  | 4  |        |  |           | 2 | 
|                       
|                        |        |  | 23 |        |  |           | 2 | 
|                       

R4    Royal Dutch Petroleum Company





---



##### Table of Contents





|                                   |        |  |   |        |  |           |    | 
|---------------------------------- | ------ |  | - | ------ |  | --------- | -- | 
|6 Other liabilities                |        |  |   |        |  |  million
|                                  
|                                   | Dec 31 |  |   | Dec 31
|                                   | 2001   |  |   | 2000  
|                                  
|Dividends and dividend tax payable |        |  | 7 |        |  |           | 10 | 
|                                  
|                                  
|                                  
|                                  
|Accounts payable                   |        |  | 1 |        |  |           | 1  | 
|                                  
|                                  
|                                  
|                                  
|Corporation tax                    |        |  | 1 |        |  |           | 6  | 
|                                  
|                                   |        |  | 9 |        |  |           | 17 | 
|                                  

7 Share capital
The authorised share capital as laid down in the Articles of Association is
expressed in guilders and amounts to
N.fl. 4,000,000,000. The authorised share capital is divided into 3,198,800,000
ordinary shares with a par value
of N.fl. 1.25 each and 1,500 priority shares with a par value of N.fl. 1,000
each.

The movements in issued and paid-up capital translated into euros during 2001
were as follows:

|                               |                       |                  |               |               |   |  |               |               | 
|------------------------------ | --------------------- | ---------------- | ------------- | ------------- | - |  | ------------- | ------------- | 
|                               |                       | Number of shares |               |               | 
|                              
|Ordinary shares of N.fl. 1.25  |                       |                  |               |               |   |  |               |              
|                               | At beginning of year  |                  | 2,144,296,352 |               |   |  | 1,216,299,077 |              
|                              
|                              
|                              
|                              
|                               | Cancelled during 2001 |                  |               | 17,648,552    |   |  |               | 10,010,704    | 
|                              
|                               | At end of year        |                  |               | 2,126,647,800 |   |  |               | 1,206,288,373 | 
|                              
|                              
|                              
|                              
|Priority shares of N.fl. 1,000 |                       |                  | 1,500         |               |   |  | 680,670       |              
|                              
|Total at end of year           |                       |                  | 2,126,649,300 |               |   |  | 1,206,969,043 |              
|                              

It will be proposed to the General Meeting of Shareholders to be held on May
16, 2002, to, inter alia, redenominate the
authorised capital of the Company as well as the nominal value of the priority
and ordinary shares from guilders into euros.

8 Undistributed profit
The amount of the undistributed profit at December 31, 2001 is evident from the
Statement of Appropriation of Profit on page R2.

9 Royal Dutch shares held by Group companies
The movements in 2001 in Royal Dutch shares held by Group companies were as
follows:

|                             |           |  |            |   |  |            |       |        |  |              |     |  
|---------------------------- | --------- |  | ---------- | - |  | ---------- | ----- | ------ |  | ------------ | --- | -
|                            
|                             |           |  |            |   |  |            |       |        |  |  million   
|                             |           |  |            |   |  |            |       |        |  |             
|                             |           |  |            |   |  |            |       |        |  | Royal Dutch 
|                             |           |  |            |   |  |            |       |        |  | 60% interest
|                             | Number of |  |            |   |  |            |       | in the
|                             | shares    |  | Book value |   |  | book value
|                            
|Balance at beginning of year |           |  | 16,729,006 |   |  |            | 976   |        |  |              | 586 |  
|                            
|                            
|                            
|                            
|Purchases                    |           |  | 10,815,969 |   |  |            | 606   |        |  |              | 363 |  
|                            
|                            
|                            
|                            
|Sales and other movements    |           |  | (870,708   | ) |  |            | (33   | )      |  |              | (20 | )
|                            
|Balance at end of year       |           |  | 26,674,267 |   |  |            | 1,549 |        |  |              | 929 |  
|                            

These movements relate to the granting and exercise of stock options and to
other incentive plans as mentioned in Note 22
to the Financial Statements of the Royal Dutch/Shell Group of Companies on
pages G25G26.

10 Statement of Cash Flows
The Statement of Cash Flows is shown on page R2.

Royal Dutch Petroleum Company    R5





---



##### Table of Contents



11 List of companies of the Royal Dutch/Shell Group
A list of companies drawn up with due observance of the provisions in Articles
379 and 414, Book 2 of the Netherlands Civil Code, has been deposited at the office of the Commercial Register in The Hague.

12 Remuneration of members of the Supervisory Board and Managing Directors
In 2001 an amount of 500,385 (2000: 457,783) was borne by Royal Dutch and by Royal Dutch/Shell Group companies in
respect of remuneration, pensions and other similar retirement benefits for
members and former members of the Supervisory Board
for their duties on the Supervisory Board of Royal Dutch and for duties
simultaneously performed by a number of them as Directors
of Royal Dutch/Shell Group companies, respectively.

Furthermore, in 2001 an amount of 3,964,683 (2000: 4,976,399) was borne by
Royal Dutch and by Royal Dutch/Shell Group
companies in respect of remuneration, pensions and other similar retirement
benefits for Managing Directors and former Managing
Directors for their duties on the Board of Management of Royal Dutch and for
duties simultaneously performed by them in Royal
Dutch/Shell Group companies, respectively.

Additional information regarding the remuneration and benefits of the Managing
Directors and members of the Supervisory Board
is provided on pages R7R10.

R6    Royal Dutch Petroleum Company





---



##### Table of Contents



Remuneration

Remuneration and Succession Review Committee
The structure and functions of the Remuneration and Succession Review Committee
(REMCO) are described on page 66.

Remuneration policy for Group Managing Directors
Philosophy
The philosophy for remuneration of Group Managing Directors, including those
who are also Managing Directors of the Company,
is consistent with that for senior management throughout the Group: to attract
and retain high calibre individuals and motivate
them towards exceptional performance that enhances the value of the Group now
and over the long-term.

Commitment to the Groups current and long-term performance is key. The
remuneration structures are therefore designed to
support the alignment of senior staff with the goals of the Group and its
various businesses, and with shareholders interests.
A significant proportion of remuneration is linked to performance against both
internal business targets and external shareholder
return measures.

Competitive framework
Overall remuneration levels are set with reference to market practice among
global companies of comparable size, complexity
and international scope, among which there is an increasing emphasis on
variable short and long-term pay. This is consistent
with the Groups policy. The proportion of total remuneration that is
performance-driven has increased over recent years.

REMCO reviews remuneration levels and the proportion between fixed and variable
pay on an annual basis. Supporting market
data is provided by a number of independent external remuneration consultants.

Primary components of remuneration
Base salary
Levels are set by reference to market-based salary scales. The scales were
increased by 4% with effect from July 1, 2001, and
are expected to increase with effect from July 1, 2002. Progression of an
individual Group Managing Directors salary to the target
position is usually over a three-year period from appointment.

Annual bonus
Awards are set by REMCO based on the extent of achievement of challenging Group
performance targets, which are set as
part of the annual Group business plan. The targets encompass financial,
customer, people, sustainable development and other
operational objectives. The bonus payable to Group Managing Directors in
respect of the year 2001 is 65% of base salary,
equal to the on-target level for 2001.

The annual bonus payment is non-pensionable.

Deferred bonus
From 2001 onwards Group Managing Directors may elect to defer up to one-third
of their bonus into Royal Dutch or Shell
Transport shares. The deferred bonus shares, together with shares equivalent to
the value of dividends payable on the deferred
bonus shares, are released three years after deferral. Provided the
participants remain in Group employment for three years
following the deferral, or reach normal retirement within the three-year
period, they will also receive one additional share for
every two shares accumulated.

Long-term incentives
These are provided through the Group Stock Option Plans. Options are granted to
the Group Managing Directors under one of the
Group Stock Option Plans once per year, except that no option is granted to
them within one year before retirement. Consideration
is given on an individual basis to the granting of options each year.

Since 1998, options granted to the Group Managing Directors have been for a
ten-year term. There is a three-year vesting period
and 50% of the options are subject to a performance condition. The primary
performance condition is Total Shareholder Return
(share price growth plus dividends) relative to a peer group of other major
integrated oil companies. The Total Shareholder Return
(TSR) is measured by the average weighted share price of Royal Dutch and Shell
Transport over the ten-day period at the beginning
and end of the three-year period. REMCO may also take into account other factors that it deems appropriate as being long-term

Royal Dutch Petroleum Company    R7





---



##### Table of Contents



indicators of Group performance. The proportion of the share options subject to
the performance conditions which will either
become unconditional or lapse, will be determined for Group Managing Directors
at the absolute discretion of REMCO.

For options vesting in December 2001 the measurement period was October 1, 1998
to September 30, 2001. The peer companies
were BP, Chevron, ExxonMobil, Texaco and TotalFinaElf. The Royal Dutch/Shell
Group ranked second, with a TSR of 0.4 percentage
points behind that of the top ranking company. There was a difference of less
than 1.0 percentage point between the performance
of the first and fourth ranking companies. REMCO also considered other
performance indicators. These included relative TSR in
excess of the cost of equity, relative TSR over annual and two-year periods
within the measurement period and the Groups delivery
against three-year targets.

Having considered all these factors, REMCO determined that 90% of the options
granted in 1998 that were subject to performance
conditions should vest.

It is intended that a proportion of future grants to Group Managing Directors
as well as to the most senior executives will be subject
to the performance conditions based on TSR and other performance measures.

The interests of the Managing Directors and former Managing Directors under the
Group Stock Option Plans are shown below:

|                      |          |          |             |          |           |          |        |          |  |          |        |  |          |      |        |  |  |  |       |  |  |  |          | 
|--------------------- | -------- | -------- | ----------- | -------- | --------- | -------- | ------ | -------- |  | -------- | ------ |  | -------- | ---- | ------ |  |  |  | ----- |  |  |  | -------- | 
|                     
|Number of options     |          |         |             |          |           |         
|                      |          |          |             |          |           |         
|                      |          |          |             |          | Exercised |          |        |          |  |          |        |  |          |      | Market |  |  |  |       | 
|                      | Granted  |          | (cancelled) |          |           |          |        |          |  |          |        |  | price at |      |        |  |  | 
|                      | At       | during   |             | during   |           | At       |        | Exercise |  | date of  |        |  | Expiry  
|                      | 01.01.01 | the year |             | the year |           | 31.12.01 |        | price    |  | exercise |        |  |          | date
|                     
|Jeroen van der Veer   |          |          |             |          |           |          |        |          |  |          |        |  |          |      |        |  |  |  |       |  | 
|                     
|                     
|                     
|                     
|                      | 32,500   |          |            |          |           |          | 16,000 |          |  |          | 16,500 |  |          |      | 48.92  |  |  |  | 67.26 |  |  |  | 10.12.02 | 
|                     
|                     
|                     
|                     
|                      | 43,000   |          |            |          |           |          | (2,150 | )        |  |          | 40,850 |  |          |      | 41.16  |  |  |  |      |  |  |  | 21.12.08 | 
|                     
|                     
|                     
|                     
|                      | 45,000   |          |            |          |           |          |       |          |  |          | 45,000 |  |          |      | 59.54  |  |  |  |      |  |  |  | 22.03.10 | 
|                     
|                     
|                     
|                     
|                      |          |          | 80,000      |          |           |          |       |          |  |          | 80,000 |  |          |      | 62.60  |  |  |  |      |  |  |  | 25.03.11 | 
|                     
|Harry Roels           |          |          |             |          |           |          |        |          |  |          |        |  |          |      |        |  |  |  |       |  |  | 
|                     
|                     
|                     
|                     
|                      | 14,000   |          |            |          |           |          |       |          |  |          | 14,000 |  |          |      | 48.92  |  |  |  |      |  |  |  | 10.12.02 | 
|                     
|                     
|                     
|                     
|                      | 28,000   |          |            |          |           |          |       |          |  |          | 28,000 |  |          |      | 41.16  |  |  |  |      |  |  |  | 21.12.08 | 
|                     
|                     
|                     
|                     
|                      | 45,000   |          |            |          |           |          |       |          |  |          | 45,000 |  |          |      | 59.54  |  |  |  |      |  |  |  | 22.03.10 | 
|                     
|                     
|                     
|                     
|                      |          |          | 62,000      |          |           |          |       |          |  |          | 62,000 |  |          |      | 62.60  |  |  |  |      |  |  |  | 25.03.11 | 
|                     
|Walter van de Vijver  |          |          |             |          |           |          |        |          |  |          |        |  |          |      |        |  |  |  |       |  | 
|                     
|                     
|                     
|                     
|                      | 10,000   |          |            |          |           |          |       |          |  |          | 10,000 |  |          |      | 48.92  |  |  |  |      |  |  |  | 10.12.07 | 
|                     
|                     
|                     
|                     
|                      | 20,000   |          |            |          |           |          |       |          |  |          | 20,000 |  |          |      | 41.16  |  |  |  |      |  |  |  | 21.12.08 | 
|                     
|                     
|                     
|                     
|                      | 32,000   |          |            |          |           |          |       |          |  |          | 32,000 |  |          |      | 59.54  |  |  |  |      |  |  |  | 22.03.10 | 
|                     
|                     
|                     
|                     
|                      | 10,000   |          |            |          |           |          |       |          |  |          | 10,000 |  |          |      | 68.73  |  |  |  |      |  |  |  | 22.08.10 | 
|                     
|                     
|                     
|                     
|                      |          |          | 40,000      |          |           |          |       |          |  |          | 40,000 |  |          |      | 62.60  |  |  |  |      |  |  |  | 25.03.11 | 
|                     
|Maarten van den Bergh |          |          |             |          |           |          |        |          |  |          |        |  |          |      |        |  |  |  |       |  |  | 
|                     
|                     
|                     
|                     
|                      | 61,000   |          |            |          |           |          | (3,050 | )        |  |          | 57,950 |  |          |      | 41.16  |  |  |  |      |  |  |  | 01.07.05 | 
|                     

Pensions/Retirement benefits
The principal source of Royal Dutch Managing Directors pensions is the
Stichting Shell Pensioenfonds. This is a defined benefit
fund to which Managing Directors contribute the same percentage of relevant
earnings as other employees. For employees in the
Netherlands this percentage was zero during the year. The employing companies
contribute to the pension fund on the advice of
actuaries, and the employing company contribution rate in 2001 was 0%. Managing
Directors retire on 30 June following their
60th birthday. In case of death-in-service, a lump sum of two times annual
salary is paid.

R8    Royal Dutch Petroleum Company





---



##### Table of Contents



The following table shows the amount of pension entitlements earned and the
amounts that would be paid annually
on retirement, based on service at the end of 2001.

|                     |          |       |          |        |          |             |         |          |  |             |     |  |  |  |     | 
|-------------------- | -------- | ----- | -------- | ------ | -------- | ----------- | ------- | -------- |  | ----------- | --- |  |  |  | --- | 
|                    
|                     |          |       |          |        |          |             |         |          |  |  thousand 
|                     |          |       |          |        |          |             |         |          | 
|                     |          |       |          |        | Years of | Increase in |         |          |  | Accumulated
|                     |          |       |          |        | Group    |             | accrued |          |  | annual     
|                     |          |       |          |        | service  |             | pension |          |  | pension    
|Age as at            |          | as at |          | during |          |             | as at  
|                     | 31.12.01 |       | 31.12.01 |        | 2001     |             |         | 31.12.01
|                    
|Jeroen van der Veer  |          |       | 54       |        |          |             | 30      |          |  |             | 90  |  |  |  | 532 | 
|                    
|                    
|                    
|                    
|Harry Roels          |          |       | 53       |        |          |             | 30      |          |  |             | 97  |  |  |  | 453 | 
|                    
|                    
|                    
|                    
|Walter van de Vijver |          |       | 46       |        |          |             | 22      |          |  |             | 149 |  |  |  | 287 | 
|                    

Emoluments of Managing Directors

|                                          |      |  |           |   |  |      |           |  |  |   |           | 
|----------------------------------------- | ---- |  | --------- | - |  | ---- | --------- |  |  | - | --------- | 
|                                          |      |  |           |   |  |      |           |  |  | 
|                                         
|                                          | 2001 |  | 2000      |   |  | 1999
|                                         
|Jeroen van der Veer                       |      |  |           |   |  |      |           |  |  |   |           | 
|                                         
|                                         
|                                         
|                                         
|Salaries                                  |      |  | 923,929   |   |  |      | 824,201   |  |  |   | 706,953   | 
|                                         
|                                         
|                                         
|                                         
|Performance-related elementa              |      |  | 619,450   | b |  |      | 398,601   |  |  |   | 325,088   | 
|                                         
|                                          |      |  | 1,543,379 |   |  |      | 1,222,802 |  |  |   | 1,032,041 | 
|                                         
|                                         
|                                         
|                                         
|Realised share option gains
upon exercise |      |  | 293,440   |   |  |      | 339,600   |  |  |   | 403,360   | 
|                                         
|                                          |      |  | 1,836,819 |   |  |      | 1,562,402 |  |  |   | 1,435,401 | 
|                                         
|Harry Roels                               |      |  |           |   |  |      |           |  |  |   |           | 
|                                         
|                                         
|                                         
|                                         
|Salaries                                  |      |  | 743,779   |   |  |      | 697,598   |  |  |   | 327,052   | 
|                                         
|                                         
|                                         
|                                         
|Performance-related elementa              |      |  | 501,430   |   |  |      | 318,145   |  |  |   | 292,416   | 
|                                         
|                                          |      |  | 1,245,209 |   |  |      | 1,015,743 |  |  |   | 619,468   | 
|                                         
|                                         
|                                         
|                                         
|Realised share option gains
upon exercise |      |  |          |   |  |      |          |  |  |   | 230,400   | 
|                                         
|                                          |      |  | 1,245,209 |   |  |      | 1,015,743 |  |  |   | 849,868   | 
|                                         
|Walter van de Vijver                      |      |  |           |   |  |      |           |  |  |   |           | 
|                                         
|                                         
|                                         
|                                         
|Salaries                                  |      |  | 342,536   |   |  |      |          |  |  |   |          | 
|                                         
|                                         
|                                         
|                                         
|Performance-related elementa              |      |  | 221,330   |   |  |      |          |  |  |   |          | 
|                                         
|                                          |      |  | 563,866   |   |  |      |          |  |  |   |          | 
|                                         
|                                         
|                                         
|                                         
|Deferred paymentc                         |      |  |          |   |  |      |          |  |  |   | 688,839   | 
|                                         
|                                         
|                                         
|                                         
|Realised share option gains
upon exercise |      |  |          |   |  |      |          |  |  |   |          | 
|                                         
|                                          |      |  | 563,866   |   |  |      |          |  |  |   | 688,839   | 
|                                         



|a |  | The performance-related element is included in the year to which it
relates.
|- |  | ----------------------------------------------------------------------------
| 
| 
| 
| 
|b |  | Of which one-third was deferred under the Deferred Bonus Plan.              
| 
| 
| 
| 
|c |  | Deferred payment, payable in shares in August 2002.                         

Royal Dutch Petroleum Company      R9





---



##### Table of Contents



Emoluments of the members of the Supervisory Board

|                          |      |  |        |  |  |      |        |  |  |   |        | 
|------------------------- | ---- |  | ------ |  |  | ---- | ------ |  |  | - | ------ | 
|                          |      |  |        |  |  |      |        |  |  | 
|                         
|                          | 2001 |  | 2000   |  |  | 1999
|                         
|Lodewijk van Wachem       |      |  |        |  |  |      |        |  |  |   |        | 
|                         
|                         
|                         
|                         
|Supervisory Board fees    |      |  | 56,723 |  |  |      | 56,723 |  |  |   | 56,723 | 
|                         
|                         
|                         
|                         
|Committee fees            |      |  | 6,807  |  |  |      | 6,807  |  |  |   | 6,807  | 
|                         
|                         
|                         
|                         
|Holding Company fees      |      |  | 29,148 |  |  |      | 29,520 |  |  |   | 28,391 | 
|                         
|                          |      |  | 92,678 |  |  |      | 93,050 |  |  |   | 91,921 | 
|                         
|Maarten van den Bergh     |      |  |        |  |  |      |        |  |  |   |        | 
|                         
|                         
|                         
|                         
|Supervisory Board fees    |      |  | 45,378 |  |  |      | 22,689 |  |  |   |       | 
|                         
|                         
|                         
|                         
|Committee fees            |      |  | 6,807  |  |  |      | 3,403  |  |  |   |       | 
|                         
|                         
|                         
|                         
|Holding Company fees      |      |  | 29,148 |  |  |      | 14,808 |  |  |   |       | 
|                         
|                          |      |  | 81,333 |  |  |      | 40,900 |  |  |   |       | 
|                         
|Aad Jacobs                |      |  |        |  |  |      |        |  |  |   |        | 
|                         
|                         
|                         
|                         
|Supervisory Board fees    |      |  | 45,378 |  |  |      | 45,378 |  |  |   | 45,378 | 
|                         
|                         
|                         
|                         
|Committee fees            |      |  | 6,807  |  |  |      | 10,210 |  |  |   | 10,210 | 
|                         
|                          |      |  | 52,185 |  |  |      | 55,588 |  |  |   | 55,588 | 
|                         
|Jonkheer Aarnout Loudon   |      |  |        |  |  |      |        |  |  |   |        | 
|                         
|                         
|                         
|                         
|Supervisory Board fees    |      |  | 45,378 |  |  |      | 45,378 |  |  |   | 45,378 | 
|                         
|                         
|                         
|                         
|Committee fees            |      |  | 13,613 |  |  |      | 13,613 |  |  |   | 13,613 | 
|                         
|                          |      |  | 58,991 |  |  |      | 58,991 |  |  |   | 58,991 | 
|                         
|Professor Joachim Milberg |      |  |        |  |  |      |        |  |  |   |        | 
|                         
|                         
|                         
|                         
|Supervisory Board fees    |      |  | 45,378 |  |  |      | 22,689 |  |  |   |       | 
|                         
|                         
|                         
|                         
|Committee fees            |      |  | 6,807  |  |  |      | 3,403  |  |  |   |       | 
|                         
|                          |      |  | 52,185 |  |  |      | 26,092 |  |  |   |       | 
|                         
|Lawrence Ricciardi        |      |  |        |  |  |      |        |  |  |   |        | 
|                         
|                         
|                         
|                         
|Supervisory Board fees    |      |  | 22,689 |  |  |      |       |  |  |   |       | 
|                         
|                         
|                         
|                         
|Committee fees            |      |  |       |  |  |      |       |  |  |   |       | 
|                         
|                          |      |  | 22,689 |  |  |      |       |  |  |   |       | 
|                         
|Henny de Ruiter           |      |  |        |  |  |      |        |  |  |   |        | 
|                         
|                         
|                         
|                         
|Supervisory Board fees    |      |  | 45,378 |  |  |      | 45,378 |  |  |   | 45,378 | 
|                         
|                         
|                         
|                         
|Committee fees            |      |  | 6,807  |  |  |      | 6,807  |  |  |   | 6,807  | 
|                         
|                         
|                         
|                         
|Holding Company fees      |      |  | 29,148 |  |  |      | 29,520 |  |  |   | 28,391 | 
|                         
|                          |      |  | 81,333 |  |  |      | 81,705 |  |  |   | 80,576 | 
|                         
|Jan Timmer                |      |  |        |  |  |      |        |  |  |   |        | 
|                         
|                         
|                         
|                         
|Supervisory Board fees    |      |  | 45,378 |  |  |      | 45,378 |  |  |   | 45,378 | 
|                         
|                         
|                         
|                         
|Committee fees            |      |  | 13,613 |  |  |      | 13,613 |  |  |   | 13,613 | 
|                         
|                          |      |  | 58,991 |  |  |      | 58,991 |  |  |   | 58,991 | 
|                         

Group Share Plans*
Set out below is a summary of the principal employee share schemes operated by Group companies. The shares subject to
the plans are existing issued shares of the Company and no dilution of shareholders equity is involved. Shares to be delivered
by a Group company under these plans are generally bought in the market at the time the commitment thereto is being made.

Group Stock Option Plans
Under these plans, eligible employees are granted options over shares of Royal
Dutch or Shell Transport. The price at which
the shares can be bought (the exercise price) will not be less than the fair
market value of the shares at the date the options were
granted. This is calculated as the average of the stock exchange opening and
closing prices over the five business days ending
on the date of grant, except for the USA where the grant price is the average
of the stock exchange opening and closing prices
on the date of grant.



|* |  | Details of the number of shares held by Group companies in connection with
the above plans are shown in Note 22 of the Group Financial Statements
on pages G25G26.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

R10     Royal Dutch Petroleum Company





---



##### Table of Contents



Options are exercisable three years from grant. Options lapse ten years after
grant or, if earlier, on resignation from Group
employment (subject to certain exceptions). For Group Managing Directors and
the most senior executives, a proportion of
the options granted is subject to performance conditions primarily based on
Total Shareholder Return.

Restricted Stock Plan
Grants are made under this plan on a highly selective basis for recruitment and
retention of senior staff. A maximum of 250,000
Royal Dutch Shares (or equivalent value in Shell Transport Shares) can be
granted under the plan in any year. Shares are granted
subject to a three-year restriction period. The shares, together with
additional shares equivalent to the value of the dividends
payable over the restriction period, are released to the individual at the end
of the three-year period, provided that the individual
has remained in Group employment. Group Managing Directors are not eligible to
participate in the Restricted Stock Plan.

Global Employee Share Purchase Plan
This broad based plan enables employees to make contributions, which are
applied quarterly to purchase Royal Dutch or Shell
Transport Shares at current market value. If the acquired shares are retained
in the plan until the end of the twelve-month cycle the
employee receives an additional 15% share match. In the USA a variant of this
plan is operated where contributions are applied to
buy Royal Dutch Shares at the end of the twelve-month cycle. The purchase price
is the lower of the market price on the first or last
trading day of the cycle reduced by 15%. Group Managing Directors are not
eligible to participate in the Global Employee Share
Purchase Plan.

Savings-related Share Option Scheme
In lieu of the Global Employee Stock Purchase Plan in the UK, employees
continue to participate in the Savings-related Share
Option Scheme. Under the scheme, options are granted over shares of Shell
Transport at prices not less than the market value
on a date not more than 30 days before the date of grant of the option and are
normally exercisable after completion of a
three-year or five-year contractual period.

Royal Dutch Petroleum Company     R11





---



##### Table of Contents



(This page is intentionally blank)

R12    Royal Dutch Petroleum Company





---



##### Table of Contents



The Shell Transport and Trading Company, Public Limited CompanyReport of Independent Accountants

To: The ShellTransport and Trading Company, Public Limited Company

We have audited the Financial Statements of The
ShellTransport and Trading
Company, Public Limited Company for the years 2001, 2000 and 1999 appearing on
pages S2S8. The preparation of the Financial Statements is the responsibility
of the Companys Directors. Our responsibility is to express an opinion on
those Financial Statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the Financial Statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Financial
Statements. An audit also includes assessing the accounting principles used and
significant estimates made by the Companys Directors in the preparation of the
Financial Statements, as well as evaluating the overall Financial Statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the Financial Statements referred to above present fairly, in
all material respects, the financial position of The ShellTransport and
Trading Company, Public Limited Company at December 31, 2001 and 2000, and the
results of its operations and its cash flows for each of the three years in the
period ended December 31, 2001 in conformity with the accounting principles
described in Note 1 on page S4.

/s/ PRICEWATERHOUSECOOPERS, LONDON
PricewaterhouseCoopers, London

March 14, 2002

The Shell Transport and
Trading Company, Public Limited Company      S1





---



##### Table of Contents



Financial Statements

|                                                               |                                                                        |  |   |      |  |  |         |         |  |  |         |         |  |  |           |         |        
|-------------------------------------------------------------- | ---------------------------------------------------------------------- |  | - | ---- |  |  | ------- | ------- |  |  | ------- | ------- |  |  | --------- | ------- | -------
|Profit and Loss Account                                        |                                                                        |  |   |      |  |  |         |         |  |  |         |         |  |  | £ million
|                                                              
|                                                               |                                                                        |  |   | Note |  |  |         | 2001    |  |  |         | 2000    |  |  |           | 1999   
|                                                              
|Income from shares in companies
of the Royal Dutch/Shell Group |                                                                        |  | 3 |      |  |  | 2,545.6 |         |  |  | 2,307.4 |         |  |  |           | 1,392.1
|                                                              
|                                                              
|                                                              
|                                                              
|Interest and other income                                      |                                                                        |  |   |      |  |  | 5.8     |         |  |  | 4.5     |         |  |  |           | 5.2    
|                                                              
|                                                               |                                                                        |  |   |      |  |  | 2,551.4 |         |  |  | 2,311.9 |         |  |  |           | 1,397.3
|                                                              
|                                                              
|                                                              
|                                                              
|Administrative expenses                                        |                                                                        |  |   |      |  |  | 3.4     |         |  |  | 3.3     |         |  |  |           | 3.8    
|                                                              
|Profit on ordinary activities
before taxation                  |                                                                        |  |   |      |  |  | 2,548.0 |         |  |  | 2,308.6 |         |  |  |           | 1,393.5
|                                                              
|                                                              
|                                                              
|                                                              
|Tax on profit on ordinary activities                           |                                                                        |  | 4 |      |  |  | 0.7     |         |  |  | 0.3     |         |  |  |           | 0.4    
|                                                              
|Distributable profit for the year                              |                                                                        |  |   |      |  |  | 2,547.3 |         |  |  | 2,308.3 |         |  |  |           | 1,393.1
|                                                              
|                                                               | Share of earnings retained by companies
of the Royal Dutch/Shell Group |  |   | 5    |  |  |         | 469.0   |  |  |         | 1,052.6 |  |  |           |         | 730.5  
|                                                              
|                                                               | Earnings for the year
attributable to shareholders                     |  |   |      |  |  |         | 3,016.3 |  |  |         | 3,360.9 |  |  |           |         | 2,123.6
|                                                              

All results relate to continuing operations.

|                                                   |                                     |                                                                         |  |  |   |  |  |         |         |       |  |         |   |           |  |         |   |      
|-------------------------------------------------- | ----------------------------------- | ----------------------------------------------------------------------- |  |  | - |  |  | ------- | ------- | ----- |  | ------- | - | --------- |  | ------- | - | -----
|Statement of Retained Profit                       |                                     |                                                                         |  |  |   |  |  |         |         |       |  |         |   | £ million
|                                                  
|                                                   |                                     |                                                                         |  |  |   |  |  | 2001    |         | 2000  |  | 1999   
|                                                  
|Distributable profit for the year                  |                                     |                                                                         |  |  |   |  |  | 2,547.3 |         |       |  | 2,308.3 |   |           |  | 1,393.1
|                                                  
|                                                  
|                                                  
|                                                  
|Distributable retained
profit at beginning of year |                                     |                                                                         |  |  |   |  |  | 876.3   |         |       |  | 20.6    |   |           |  | 20.4   
|                                                  
|                                                   |                                     |                                                                         |  |  |   |  |  | 3,423.6 |         |       |  | 2,328.9 |   |           |  | 1,413.5
|                                                  
|                                                  
|                                                  
|                                                  
|deduct                                             |                                     |                                                                         |  |  |   |  |  |         |         |       |  |         |   |           |  |        
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Dividends on non-equity shares      |                                                                         |  |  | 6 |  |  |         |         |       |  |         |   |           |  |         |  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                     | First Preference shares                                                 |  |  |   |  |  |         |         | 0.1   |  |         |   | 0.1       |  |         |   | 0.1  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                     | Second Preference shares                                                |  |  |   |  |  |         |         | 0.7   |  |         |   | 0.7       |  |         |   | 0.7  
|                                                  
|                                                   |                                     |                                                                         |  |  |   |  |  | 0.8     |         |       |  | 0.8     |   |           |  | 0.8    
|                                                  
|                                                   |                                     |                                                                         |  |  |   |  |  | 3,422.8 |         |       |  | 2,328.1 |   |           |  | 1,412.7
|                                                  
|                                                  
|                                                  
|                                                  
|deduct                                             |                                     |                                                                         |  |  |   |  |  |         |         |       |  |         |   |           |  |        
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | Dividends on equity shares:         |                                                                         |  |  | 6 |  |  |         |         |       |  |         |   |           |  |         |  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   | 25p Ordinary shares                 |                                                                         |  |  |   |  |  |         |         |       |  |         |   |           |  |         |  
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                     | Interim of 5.85p in 2001, 5.7p
in 2000 and 5.5p in 1999                 |  |  |   |  |  |         |         | 574.4 |  |         |   | 566.8     |  |         |   | 546.9
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                     | Proposed final of 8.95p in 2001,
final of 8.9p in 2000 and
8.5p in 1999 |  |  |   |  |  |         |         | 872.5 |  |         |   | 885.0     |  |         |   | 845.2
|                                                  
|                                                  
|                                                  
|                                                  
|                                                   |                                     | Reduction due to share buyback                                          |  |  |   |  |  |         |         | 7.1   |  |         |   |          |  |         |   |     
|                                                  
|                                                   |                                     |                                                                         |  |  |   |  |  | 1,439.8 |         |       |  | 1,451.8 |   |           |  | 1,392.1
|                                                  
|                                                   | Share repurchase including expenses |                                                                         |  |  |   |  |  |         | 1,099.0 |       |  |         |  |           |  |         | 
|                                                  
|Distributable retained
profit at end of year       |                                     |                                                                         |  |  |   |  |  | 884.0   |         |       |  | 876.3   |   |           |  | 20.6   
|                                                  

|                                                                       |  |      |  |      |  |      |  |      |  |       |  |     
|---------------------------------------------------------------------- |  | ---- |  | ---- |  | ---- |  | ---- |  | ----- |  | ----
|Earnings per 25p Ordinary sharea                                       |  |      |  |      |  |      |  |      |  | pence
|                                                                      
|                                                                       |  | 2001 |  | 2000 |  | 1999
|                                                                      
|Distributable profit for the year                                      |  |      |  | 25.9 |  |      |  | 23.2 |  |       |  | 14.0
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|Share of earnings retained by companies
of the Royal Dutch/Shell Group |  |      |  | 4.8  |  |      |  | 10.6 |  |       |  | 7.4 
|                                                                      
|Earnings for the year
attributable to shareholders                     |  |      |  | 30.7 |  |      |  | 33.8 |  |       |  | 21.4
|                                                                      

Of the earnings per share amounts shown above,
which are disclosed in accordance with
Financial Reporting Standard No.14, those
relating to earnings for the year attributable
to shareholders are, in the opinion of the
Directors, the most meaningful since they
reflect the full entitlement of the Company in
the income of Group companies. The earnings
per share calculation includes shares held to
back share options (refer to Note 22 of the
Group Financial Statements). There is no
difference between basic and diluted earnings
per share.



|a |  | On weighted average 9,832,071,191 shares in
issue during the year 2001. 
(2000 and 1999: On 9,943,509,726 shares in issue.)
|- |  | ---------------------------------------------------------------------------------------------------------------------------

|                                       |                                                                    |                         |      |   |  |  |          |          |           |  |          |          |        
|-------------------------------------- | ------------------------------------------------------------------ | ----------------------- | ---- | - |  |  | -------- | -------- | --------- |  | -------- | -------- | -------
|Balance Sheet                          |                                                                    |                         |      |   |  |  |          |          | £ million
|                                      
|                                       |                                                                    |                         |      |   |  |  | Dec 31   |          | Dec 31   
|Note                                   | 2001                                                               |                         | 2000
|                                      
|Fixed assets                           |                                                                    |                         |      |   |  |  |          |          |           |  |         
|                                      
|                                      
|                                      
|                                      
|Investments                            |                                                                    |                         |      |   |  |  |          |          |           |  |         
|                                      
|                                      
|                                      
|                                      
|                                       | Shares (unlisted) in companies
of the Royal Dutch/Shell Group      |                         |      | 5 |  |  |          | 16,032.2 |           |  |          | 15,629.4
|                                      
|                                      
|                                      
|                                      
|Current assets                         |                                                                    |                         |      |   |  |  |          |          |           |  |         
|                                      
|                                      
|                                      
|                                      
|Debtors                                |                                                                    |                         |      |   |  |  |          |          |           |  |         
|                                      
|                                      
|                                      
|                                      
|                                       | Dividends receivable from companies
of the Royal Dutch/Shell Group |                         |      |   |  |  |          | 1,699.3  |           |  |          | 1,740.6 
|                                      
|                                      
|                                      
|                                      
|                                       | Other debtors                                                      |                         |      |   |  |  |          | 0.4      |           |  |          | 0.1     
|                                      
|                                       |                                                                    |                         |      |   |  |  | 1,699.7  |          |           |  | 1,740.7 
|Cash at bank                           |                                                                    |                         |      |   |  |  |          |          |           |  |         
|                                      
|                                      
|                                      
|                                      
|                                       | Short-term deposits                                                |                         |      |   |  |  |          | 67.5     |           |  |          | 29.5    
|                                      
|                                      
|                                      
|                                      
|                                       | Cash                                                               |                         |      |   |  |  |          | 0.6      |           |  |          | 0.9     
|                                      
|                                       |                                                                    |                         |      |   |  |  | 1,767.8  |          |           |  | 1,771.1 
|                                      
|Creditors: amounts due within one year |                                                                    |                         |      |   |  |  |          |          |           |  |         
|                                      
|                                      
|                                      
|                                      
|                                       | Amounts due to companies
of the Royal Dutch/Shell Group            |                         |      |   |  |  |          | 1.0      |           |  |          | 0.5     
|                                      
|                                      
|                                      
|                                      
|                                       | Corporation tax                                                    |                         |      |   |  |  |          | 0.4      |           |  |          | 0.2     
|                                      
|                                      
|                                      
|                                      
|                                       | Unclaimed dividends                                                |                         |      |   |  |  |          | 9.1      |           |  |          | 8.0     
|                                      
|                                      
|                                      
|                                      
|                                       | Other creditors and accruals                                       |                         |      |   |  |  |          | 2.3      |           |  |          | 2.5     
|                                      
|                                      
|                                      
|                                      
|                                       | Preference dividends accrued                                       |                         |      |   |  |  |          | 0.3      |           |  |          | 0.3     
|                                      
|                                      
|                                      
|                                      
|                                       | Ordinary dividend proposed                                         |                         |      |   |  |  |          | 872.5    |           |  |          | 885.0   
|                                      
|                                       |                                                                    |                         |      |   |  |  | 885.6    |          |           |  | 896.5   
|                                      
|Net current assets                     |                                                                    |                         |      |   |  |  | 882.2    |          |           |  | 874.6   
|                                      
|Total assets less current liabilities  |                                                                    |                         |      |   |  |  | 16,914.4 |          |           |  | 16,504.0
|                                      
|Capital and reserves                   |                                                                    |                         |      |   |  |  |          |          |           |  |         
|                                      
|                                      
|                                      
|                                      
|Equity interests                       |                                                                    |                         |      |   |  |  |          |          |           |  |         
|                                      
|                                      
|                                      
|                                      
|                                       | Called-up share capital                                            |                         |      | 6 |  |  |          |          |           |  |          |         
|                                      
|                                      
|                                      
|                                      
|                                       |                                                                    | Ordinary shares         |      |   |  |  |          |          | 2,437.2   |  |          |          | 2,485.9
|                                      
|                                      
|                                      
|                                      
|                                       | Capital redemption reserve                                         |                         |      | 7 |  |  |          | 48.7     |           |  |          |        
|                                      
|                                      
|                                      
|                                      
|                                       | Revaluation reserve                                                |                         |      | 5 |  |  |          | 13,532.5 |           |  |          | 13,129.8
|                                      
|                                      
|                                      
|                                      
|                                       | Profit and Loss Account                                            |                         |      |   |  |  |          | 884.0    |           |  |          | 876.3   
|                                      
|                                       |                                                                    |                         |      |   |  |  | 16,902.4 |          |           |  | 16,492.0
|                                      
|Non-equity interests                   |                                                                    |                         |      |   |  |  |          |          |           |  |          |         
|                                      
|                                      
|                                      
|                                      
|                                       | Called-up share capital                                            |                         |      | 6 |  |  |          |          |           |  |          |         
|                                      
|                                      
|                                      
|                                      
|                                       |                                                                    | First Preference shares |      |   |  |  |          |          | 2.0       |  |          |          | 2.0    
|                                      
|                                      
|                                      
|                                      
|                                       | Second Preference shares                                           |                         |      |   |  |  |          | 10.0     |           |  |          | 10.0    
|                                      
|                                       |                                                                    |                         |      |   |  |  | 12.0     |          |           |  | 12.0    
|                                      
|Shareholders funds                    |                                                                    |                         | 8    |   |  |  | 16,914.4 |          |           |  | 16,504.0
|                                      

S2The Shell Transport and Trading Company, Public Limited Company





---



##### Table of Contents



|                                                                                                       |      |  |      |  |      |  |         |  |  |  |         |  |           |  |        
|------------------------------------------------------------------------------------------------------ | ---- |  | ---- |  | ---- |  | ------- |  |  |  | ------- |  | --------- |  | -------
|Statement of Total Recognised Gains and Losses                                                         |      |  |      |  |      |  |         |  |  |  |         |  | £ million
|                                                                                                      
|                                                                                                       | Note |  | 2001 |  | 2000 |  | 1999   
|                                                                                                      
|Distributable profit for the year                                                                      |      |  |      |  |      |  | 2,547.3 |  |  |  | 2,308.3 |  |           |  | 1,393.1
|                                                                                                      
|                                                                                                      
|                                                                                                      
|                                                                                                      
|Unrealised surplus/(deficit)
on revaluation of investments
in companies of the
Royal Dutch/Shell Group |      |  | 5    |  |      |  | 402.7   |  |  |  | 1,476.2 |  |           |  | 740.8  
|                                                                                                      
|Total recognised gains and
losses relating to the year                                                 |      |  |      |  |      |  | 2,950.0 |  |  |  | 3,784.5 |  |           |  | 2,133.9
|                                                                                                      

|                                                                                   |      |  |          |   |  |      |          |   |  |           |          |  
|---------------------------------------------------------------------------------- | ---- |  | -------- | - |  | ---- | -------- | - |  | --------- | -------- | -
|Statement of Cash Flows                                                            |      |  |          |   |  |      |          |   |  | £ million
|                                                                                  
|                                                                                   | 2001 |  | 2000     |   |  | 1999
|                                                                                  
|Returns on investments and
servicing of finance                                    |      |  |          |   |  |      |          |   |  |           |          |  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Dividends received from companies
of the Royal Dutch/Shell Group                   |      |  | 2,586.9  |   |  |      | 1,412.0  |   |  |           | 1,362.3  |  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Interest received                                                                  |      |  | 5.5      |   |  |      | 4.3      |   |  |           | 5.6      |  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Preference dividends paid                                                          |      |  | (0.8     | ) |  |      | (0.8     | ) |  |           | (0.7     | )
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Other                                                                              |      |  | (2.6     | ) |  |      | (2.4     | ) |  |           | (3.2     | )
|                                                                                  
|Net cash inflow from returns on
investments and servicing of finance               |      |  | 2,589.0  |   |  |      | 1,413.1  |   |  |           | 1,364.0  |  
|                                                                                  
|Taxation                                                                           |      |  |          |   |  |      |          |   |  |           |          |  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Tax paid                                                                           |      |  | (0.5     | ) |  |      | (0.3     | ) |  |           | (0.2     | )
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Equity dividends paid                                                              |      |  |          |   |  |      |          |   |  |           |          |  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Ordinary shares                                                                    |      |  | (1,452.3 | ) |  |      | (1,412.0 | ) |  |           | (1,362.3 | )
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Management of liquid resources
(short-term deposits)                               |      |  |          |   |  |      |          |   |  |           |          |  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Net cash (outflow)/inflow from
management of liquid resources                      |      |  | (38.0    | ) |  |      | (0.5     | ) |  |           | 32.9     |  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Financing                                                                          |      |  |          |   |  |      |          |   |  |           |          |  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Repurchase of share capital,
including expenses                                    |      |  | (1,099.0 | ) |  |      |         |   |  |           |         |  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Net increase/(decrease) in amounts due to
companies of the Royal Dutch/Shell Group |      |  | 0.5      |   |  |      | 0.1      |   |  |           | (59.9    | )
|                                                                                  
|Increase/(decrease) in cash                                                        |      |  | (0.3     | ) |  |      | 0.4      |   |  |           | (25.5    | )
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Cash at January 1                                                                  |      |  | 0.9      |   |  |      | 0.5      |   |  |           | 26.0     |  
|                                                                                  
|Cash at December 31                                                                |      |  | 0.6      |   |  |      | 0.9      |   |  |           | 0.5      |  
|                                                                                  

Net debts, being amounts due to the companies of the Royal Dutch/Shell Group
less cash, increased during 2001 from £0.4 million net funds to £0.4 million
net debts (2000: net funds increased from £0.1 million to £0.4 million).

The Company adopts a policy of minimising cash holdings whilst ensuring that
operating costs, the financing of dividend payments and funding of the
Companys share buyback programme are met. The Companys debtors and creditors
are short-term and are all denominated in sterling.

At December 31, 2001 the Company had £67.5 million (2000: £29.5 million) on
short-term deposit with third-party banks. The fixed interest rate earned on
these sterling deposits at year end was 4.5% (2000: 5.8%). The carrying amount
and fair value of these deposits are the same.

The Shell Transport and Trading Company, Public Limited Company      S3





---



##### Table of Contents



Notes to the Financial Statements

1     Accounting policies and convention
The accounting policies of The Shell Transport and Trading Company, p.l.c.
(Shell Transport) are explained in the relevant notes.

The Financial Statements on pages S2-S8 herein have been prepared in accordance
with the United Kingdom Companies Act 1985 and with applicable United Kingdom
accounting standards. They have been prepared under the historical cost
convention modified by the revaluation of the investments in companies of the
Royal Dutch/Shell Group (see Note 5). The disclosures described in Note 3 have
been derived from the Royal Dutch/Shell Group Financial Statements.

2     The Company
Shell Transport, one of the Parent Companies of the Royal Dutch/Shell Group of
Companies, is a holding company which, in conjunction with Royal Dutch
Petroleum Company (Royal Dutch), owns, directly or indirectly, investments in
the numerous companies referred to collectively as the Group. Shell Transport
has no investments in associated undertakings other than in companies of the
Group.

Arrangements between Royal Dutch and Shell Transport provide, inter alia, that
notwithstanding variations in shareholdings, Royal Dutch and Shell Transport
shall share in the aggregate net assets and in the aggregate dividends and
interest received from Group companies in the proportion of 60:40. It is
further arranged that the burden of all taxes in the nature of or corresponding
to an income tax leviable in respect of such dividends and interest shall fall
in the same proportion.

The 60:40 arrangements referred to above have been supplemented by further
arrangements, beginning with Group dividends payable to the Parent Companies in
respect of 1977, whereby each Parent Company is to bring into account towards
its share in the 60:40 division of dividends from Group companies tax credits
and other tax benefits which are related to the liability to tax of a Group
company and which arise to the Parent Company or which would arise to the
holders of its Ordinary shares if there were to be an immediate full onward
distribution to them of Group dividends (for which purpose all such
shareholders are assumed to be individuals resident and subject to tax in the
country of residence of the Parent Company in question).

3     Share in the income and assets of Group companies
Shell Transport records income from shares in Group companies, in the form of
dividends, in its profit and loss account. The Companys investments in Group
companies are stated at the Directors valuation at an amount equivalent to
Shell Transports 40% interest in the Group net assets as disclosed in the
Group Financial Statements on pages G2-G32 together with 40% of the carrying
amount of Parent Companies shares held by Group companies. The difference
between the cost and the amount at which the investments are stated in the
Balance Sheet has been taken to Revaluation reserve.

Shell Transports share in certain items relating to the two Group Holding
Companies and Shell Petroleum Inc., described in Note 5, is set out below.
These companies own directly or indirectly the investments, which, with them,
comprise the Group. The following supplementary information has therefore been
provided in respect of the Group Holding Companies and Shell Petroleum Inc. in
the aggregate and is derived from the Group Financial Statements on pages
G2-G32.



S4 The Shell Transport and Trading Company, Public Limited Company



---



##### Table of Contents



|                                                 |  |      |          |  |      |  |          |      |  |           |          | 
|------------------------------------------------ |  | ---- | -------- |  | ---- |  | -------- | ---- |  | --------- | -------- | 
|                                                 |  |      |          |  |      |  |          |      |  | £ million |         
|                                                
|                                                 |  | 2001 |          |  | 2000 |  |          | 1999 | 
|                                                
|Sales proceeds                                   |  |      | 49,248.7 |  |      |  | 50,589.5 |      |  |           | 37,019.3 | 
|Sales taxes, excise duties
and similar levies    |  |      | 11,687.1 |  |      |  | 11,191.1 |      |  |           | 10,964.4 | 
|                                                
|Net proceeds                                     |  |      | 37,561.6 |  |      |  | 39,398.4 |      |  |           | 26,054.9 | 
|                                                
|Operating profit after net currency
gains/losses |  |      | 5,548.2  |  |      |  | 6,441.8  |      |  |           | 3,766.8  | 
|Interest and other income                        |  |      | 294.2    |  |      |  | 257.3    |      |  |           | 133.8    | 
|Interest expense                                 |  |      | 314.7    |  |      |  | 349.7    |      |  |           | 309.8    | 
|                                                
|Income before taxation                           |  |      | 5,527.7  |  |      |  | 6,349.4  |      |  |           | 3,590.8  | 
|Taxation                                         |  |      | 2,415.2  |  |      |  | 2,977.9  |      |  |           | 1,408.5  | 
|Minority interests                               |  |      | 97.8     |  |      |  | 11.6     |      |  |           | 59.6     | 
|                                                
|Net income for the year                          |  |      | 3,014.7  |  |      |  | 3,359.9  |      |  |           | 2,122.7  | 
|Fixed assets including                           |  |      |          |  |      |  |          |      |  |           |          | 
|Parent Companies shares                         |  |      | 20,774.3 |  |      |  | 19,013.3 |      |  |           | 19,677.4 | 
|Current assets                                   |  |      | 10,537.0 |  |      |  | 14,122.8 |      |  |           | 8,735.3  | 
|Current liabilities                              |  |      | 9,232.9  |  |      |  | 11,427.7 |      |  |           | 8,268.0  | 
|Long-term liabilities                            |  |      | 1,751.0  |  |      |  | 2,160.7  |      |  |           | 2,286.0  | 
|                                                

This supplementary information has been calculated in conformity with the
accounting policies on pages G5-G8 of the Group Financial Statements. These
policies differ in certain respects from accounting principles generally
accepted in the United Kingdom, the principal difference being in respect of
the provision for deferred taxation. If deferred taxation had been provided in
the Group Financial Statements under UK accounting standard SSAP 15, it has
been estimated that Shell Transports share of Group net assets would increase
by approximately £1.4 billion (2000: £1.2 billion). Shell Transports
distributions from Group companies were as follows:

|                                   |  |      |         |  |      |  |         |      |  |           |         | 
|---------------------------------- |  | ---- | ------- |  | ---- |  | ------- | ---- |  | --------- | ------- | 
|                                   |  |      |         |  |      |  |         |      |  | £ million |        
|                                  
|                                   |  | 2001 |         |  | 2000 |  |         | 1999 | 
|                                  
|Distributions from Group companies |  |      | 2,545.6 |  |      |  | 2,307.4 |      |  |           | 1,392.1 | 
|                                  

The increased distributions from the Group companies in 2000 and 2001 provide
reserves available for the share buyback programme.

4     Tax on profit on ordinary activities

|                                                                                                                                 |  |      |     |  |      |  |     |      |  |           |     | 
|-------------------------------------------------------------------------------------------------------------------------------- |  | ---- | --- |  | ---- |  | --- | ---- |  | --------- | --- | 
|                                                                                                                                 |  |      |     |  |      |  |     |      |  | £ million |    
|                                                                                                                                
|                                                                                                                                 |  | 2001 |     |  | 2000 |  |     | 1999 | 
|                                                                                                                                
|Corporation tax at 30.00% (2000: 30.00%
      and 1999: 30.25%) in respect of interest
      income less administrative expenses |  |      | 0.7 |  |      |  | 0.3 |      |  |           | 0.4 | 
|                                                                                                                                

No taxation liability arises in respect of income from shares in companies of
the Group as this income consists of a distribution, which is not subject to
taxation, from a UK resident company.

Shell Transports share of taxation borne by Group and associated companies is given in Note 3.

5     Investments in Group companies
Shell Transport has 40% equity shareholdings in The Shell Petroleum Company
Limited, which is registered in England and Wales, (consisting of the whole of
its 102,342,930 issued B shares of £1 each) and in Shell Petroleum N.V.,
which is incorporated in the Netherlands (consisting of the whole of its 44
issued Bshares of N.fl. 5,000,000 each). The remaining 60% equity
shareholdings in these two companies (consisting of 153,514,395 A shares of
£1 each of The Shell Petroleum Company Limited and 66 A shares of N.fl.
5,000,000 each of Shell Petroleum N.V.) are held by Royal Dutch.



The Shell Transport and Trading Company, Public Limited Company S5



---



##### Table of Contents



Shell Transport also holds 1,600 Class B shares of US $1 each in Shell
Petroleum Inc., which is incorporated in the State of Delaware, USA. These
shares, together with the 2,400 Class A shares of US $1 each in that company
held by Royal Dutch, carry voting control of Shell Petroleum Inc. but are
restricted in regard to dividends to 12% of their par value per annum. Shell
Petroleum N.V. holds the remaining 1,000 shares of US $1 each in Shell
Petroleum Inc., which are unrestricted in regard to dividends.

The Shell Petroleum Company Limited, Shell Petroleum N.V. and Shell Petroleum
Inc. own, directly or indirectly, the investments representing the total Group
interest in the other companies which, with them, comprise the Group.

The Directors valuation of Shell Transports investments in Group companies
comprises the following:

|                                                         |                                                  |  |          |          |   |      |           |          |  
|-------------------------------------------------------- | ------------------------------------------------ |  | -------- | -------- | - | ---- | --------- | -------- | -
|                                                         |                                                  |  |          |          |   |      | £ million |         
|                                                        
|                                                         |                                                  |  | 2001     |          |   | 2000 |          
|                                                        
|Cost of Shell Transports investments in Group companies |                                                  |  | 178.4    |          |   |      | 178.4     |         
|Shell Transports share of:                              |                                                  |  |          |          |   |      |           |         
|                                                         | Earnings retained by Group companies             |  |          | 15,602.3 |   |      |           | 15,133.3 |  
|                                                         | Parent Companies shares held by Group companies |  |          | (538.7   | ) |      |           | (350.8   | )
|                                                         | Other comprehensive incomea                      |  |          | (1,770.4 | ) |      |           | (1,226.1 | )
|Currency translation differences                         |                                                  |  | 2,021.9  |          |   |      | 1,543.8   |         
|                                                        
|                                                         |                                                  |  | 15,493.5 |          |   |      | 15,278.6  |         
|40% of carrying amount of Parent Companies              |                                                  |  |          |          |   |      |           |         
|shares held by Group companies                           |                                                  |  | 538.7    |          |   |      | 350.8     |         
|                                                        
|                                                         |                                                  |  | 16,032.2 |          |   |      | 15,629.4  |         
|                                                        

| | a | Other comprehensive income comprises principally cumulative currency
translation differences arising within the Group Financial Statements.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------

The movements in the Revaluation reserve are represented by:

|                  |                                                                       |  |          |        |   |      |           |         |  
|----------------- | --------------------------------------------------------------------- |  | -------- | ------ | - | ---- | --------- | ------- | -
|                  |                                                                       |  |          |        |   |      | £ million |        
|                 
|                  |                                                                       |  | 2001     |        |   | 2000 |          
|                 
|As at January 1   |                                                                       |  | 13,129.8 |        |   |      | 11,653.6  |        
|                  | Share of earnings retained by Group
      companies out of net income |  |          | 469.0  |   |      |           | 1,052.6 |  
|                  | Share of other comprehensive income for the year                      |  |          | (544.3 | ) |      |           | (809.6  | )
|                  | Currency translation differences                                      |  |          | 478.0  |   |      |           | 1,233.2 |  
|                 
|                  |                                                                       |  | 402.7    |        |   |      | 1,476.2   |        
|                 
|As at December 31 |                                                                       |  | 13,532.5 |        |   |      | 13,129.8  |        
|                 

The earnings retained by Group companies have been, or will be, substantially
reinvested by the companies concerned, and any taxation unprovided on possible
future distributions out of any uninvested retained earnings will not be
material.

The Company will continue to hold its investments in Group companies. However,
as the investments are stated in the Balance Sheet on a valuation basis, it is
necessary to report that, if the investments were to be disposed of for the
amount stated, a taxation liability of approximately £1.4 billion would arise
(2000:£1.3 billion).

6     Share capital and dividends
At December 31, 2000 and December 31, 2001 the authorised share capital of the
Company was £2,500,000,000 divided into 9,948,000,000 Ordinary shares of 25
pence each, 3,000,000 First Preference shares of £1 each and 10,000,000 Second
Preference shares of £1 each.



S6 The Shell Transport and Trading Company, Public Limited Company



---



##### Table of Contents



The allotted, called up and fully paid share capital at December 31, 2001 was
as follows:

|                  |                                     |  |                  |               |  |   |            |               | 
|----------------- | ----------------------------------- |  | ---------------- | ------------- |  | - | ---------- | ------------- | 
|                 
|                  |                                     |  | Number of shares |               |  | £ |           
|                 
|Equity shares     |                                     |  |                  |               |  |   |            |              
|                  | Ordinary shares of 25p each         |  |                  |               |  |   |            |               | 
|                  | As at January 1                     |  |                  | 9,943,509,726 |  |   |            | 2,485,877,432 | 
|                  | Shares repurchased for cancellation |  |                  | 194,884,726   |  |   |            | 48,721,182    | 
|                 
|                  | As at December 31                   |  |                  | 9,748,625,000 |  |   |            | 2,437,156,250 | 
|                 
|Non-equity shares |                                     |  |                  |               |  |   |            |              
|                  | First Preference shares of £1 each  |  |                  | 2,000,000     |  |   |            | 2,000,000     | 
|                  | Second Preference shares of £1 each |  |                  | 10,000,000    |  |   |            | 10,000,000    | 
|                 
|                  |                                     |  | 12,000,000       |               |  |   | 12,000,000 |              
|                 

The First and Second Preference shares (the Preference shares) confer on the
holders the right to a fixed cumulative dividend and rank in priority to
Ordinary shares. On a winding up or repayment the Preference shares also rank
in priority to the Ordinary shares for the nominal value of £1 per share (plus
a premium, if any, equal to the excess over £1 of the daily average price for
the respective shares quoted in the London Stock Exchange Daily Official List
for a six months period preceding the repayment or winding up) but do not have
any further rights of participation in the profits or assets of the Company.
The Preference shares do not have voting rights unless their dividend is in
arrears or the proposal concerns a reduction of capital, winding up,
sanctioning the sale of undertaking, an alteration of the Articles of
Association or otherwise directly affects their class rights.

In accordance with the Finance Act 1972, dividends in respect of the First and
Second Preference shares were payable between April 6, 1973 and April 5, 1999 at
the rate of 3.85% per annum and 4.9% per annum respectively. Under the Finance
Act 1998, the dividend rights on the Preference shares for payments after April
5, 1999 were restored to the respective nominal coupon rates of 5.5% per annum
and 7% per annum.

The Preference shares are irredeemable and form part of the permanent capital
of the Company. The number in issue has remained unchanged since 1922. The fair
value of the Preference shares based on market valuations at December 31, 2001
was 92.17 pence per share (2000: 101.4 pence per share) for the First Preference
shares and 128.0 pence per share (2000: 112.8 pence per share) for the Second
Preference shares.

Ordinary dividends paid and proposed are as follows:

|                                                                                 |  |      |         |   |      |  |         |      |  |           |         | 
|-------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- |  | ------- | ---- |  | --------- | ------- | 
|                                                                                 |  |      |         |   |      |  |         |      |  | £ million |        
|                                                                                
|                                                                                 |  | 2001 |         |   | 2000 |  |         | 1999 | 
|                                                                                
|Interim of 5.85p in 2001,
      5.7p in 2000 and 5.5p in 1999                    |  |      | 574.4   |   |      |  | 566.8   |      |  |           | 546.9   | 
|Proposed final of 8.95p in 2001, final
of 8.9p in 2000 and final of 8.5p in 1999 |  |      | 872.5   |   |      |  | 885.0   |      |  |           | 845.2   | 
|Reduction due to share buyback                                                   |  |      | (7.1    | ) |      |  |        |      |  |           |        | 
|                                                                                
|                                                                                 |  |      | 1,439.8 |   |      |  | 1,451.8 |      |  |           | 1,392.1 | 
|                                                                                

The charges for 2001 ordinary dividends of £1,439.8 million were reduced by the
release of £7.1 million from the provisions for the final dividend at December
31, 2000 and interim dividend at June 30, 2001. This was due to the subsequent
cancellation of shares resulting from the Companys share buyback programme
during the period.

7     Capital redemption reserve

|                                      |      |      |      |  |      |           |   | 
|------------------------------------- | ---- | ---- | ---- |  | ---- | --------- | - | 
|                                      |      |      |      |  |      | £ million |  
|                                     
|                                      |      | 2001 |      |  | 2000 |          
|As at January 1                       |      |      |     |  |      |           |  | 
|Movement relating to shares bought by |      |      |      |  |      |          
|Shell Transport and cancelled         | 48.7 |      |      |  |     |          
|                                     
|As at December 31                     |      |      | 48.7 |  |      |           |  | 
|                                     

Share capital was cancelled on all shares repurchased under the Company's share buyback programme.
As required by the Companies Act 1985, the equivalent of the
nominal value of the shares cancelled is transferred to a capital redemption
reserve.



The Shell Transport and Trading Company, Public Limited Company S7



---



##### Table of Contents



8     Reconciliation of movements in Shareholders funds

|                                                                                                           |  |      |          |   |      |           |          |  
|---------------------------------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | --------- | -------- | -
|                                                                                                           |  |      |          |   |      | £ million |         
|                                                                                                          
|                                                                                                           |  | 2001 |          |   | 2000 |          
|                                                                                                          
|Distributable profit for the year                                                                          |  |      | 2,547.3  |   |      |           | 2,308.3  |  
|Dividends                                                                                                  |  |      | (1,440.6 | ) |      |           | (1,452.6 | )
|Repurchase of share capital, including expenses                                                            |  |      | (1,099.0 | ) |      |           |         |  
|Unrealised surplus on revaluation of investments in
      companies of theRoyal Dutch/Shell Group (Note 5) |  |      | 402.7    |   |      |           | 1,476.2  |  
|                                                                                                          
|Net addition to Shareholders funds                                                                        |  |      | 410.4    |   |      |           | 2,331.9  |  
|Shareholders funds as at January 1                                                                        |  |      | 16,504.0 |   |      |           | 14,172.1 |  
|                                                                                                          
|Shareholders funds as at December 31                                                                      |  |      | 16,914.4 |   |      |           | 16,504.0 |  
|                                                                                                          

9     Auditors remuneration

Audit fees of Shell Transport amounted to £25,500 in 2001, £16,015 in 2000 and
£14,645 in 1999. The comparatives for audit fees have been re-presented to
include all fees connected directly with the statutory audit. All amounts are
stated exclusive of value added tax.

10   Aggregate Directors emoluments

|                                        |  |      |           |  |      |  |           |      |  |  |           | 
|--------------------------------------- |  | ---- | --------- |  | ---- |  | --------- | ---- |  |  | --------- | 
|                                        |  |      |           |  |      |  |           |      |  |  | £         | 
|                                       
|                                        |  | 2001 |           |  | 2000 |  |           | 1999 | 
|                                       
|Salaries, fees and benefits             |  |      | 1,979,253 |  |      |  | 1,974,161 |      |  |  | 1,447,542 | 
|Performance-related element             |  |      | 1,025,050 |  |      |  | 760,050   |      |  |  | 519,300   | 
|                                       
|                                        |  |      | 3,004,303 |  |      |  | 2,734,211 |      |  |  | 1,966,842 | 
|                                       
|Excess retirement benefits (Note iii) |  |      | 41,800    |  |      |  | 34,056    |      |  |  | 25,231    | 
|Realised share option gains             |  |      | 1,653,429 |  |      |  | 1,376,544 |      |  |  | 1,971,360 | 
|                                       



|(i)   |  | The highest paid Director (including realised share option gains and
excluding pensions) in 1999 and 2000 was Sir Mark Moody-Stuart and in
2001 was Philip Watts.                                                                                                               
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|(ii)  |  | Of the emoluments disclosed, £326,783 in 2001, £329,666 in 2000, and
£316,817 in 1999 were borne by Shell Transport and charged in the Profit
and Loss Account.                                                                                                                 
|     
|(iii) |  | Excess retirement benefits are the amount of unfunded retirement benefits
paid to or receivable by Directors and past Directors which exceed those to
which they were entitled on the date on which the benefits first became
payable or March 31, 1997, whichever is the later.

11   Post Balance Sheet event
Since the year end the Company had, under the share buyback programme,
purchased on the market as at March 13, 2002, 7,400,000 Ordinary shares,
representing 0.08% of the Companys issued share capital as at December 31,
2001, for a total cost of £35.40 million including expenses at an average price
of 476.3 pence per share.

Shares purchased under the buyback programme will be cancelled and will not
rank for dividends but any shares purchased on or after April 17, 2002 will be
entitled to the dividend payable on May 22, 2002.



S8 The Shell Transport and Trading Company, Public Limited Company



---



##### Table of Contents



Remuneration



Remuneration and Succession Review Committee
The structure and functions of the Remuneration and Succession Review Committee
(REMCO) are described on page 77.

Remuneration Policy for Group Managing DirectorsPhilosophy
The philosophy for remuneration of Group Managing Directors, including those
who are also Managing Directors of the Company, is consistent with that for
senior management throughout the Group: to attract and retain high calibre
individuals and motivate them towards exceptional performance that enhances the
value of the Group now and over the long-term.

Commitment to the Groups current and long-term performance is key. The
remuneration structures are therefore designed to support the alignment of
senior staff with the goals of the Group and its various businesses, and with
shareholders interests. A significant proportion of remuneration is linked to
performance against both internal business targets and external shareholder
return measures.

Competitive framework
Overall remuneration levels are set with reference to market practice among
global companies of comparable size, complexity and international scope, among
which there is an increasing emphasis on variable short and long-term pay. This
is consistent with the Groups policy. The proportion of total remuneration
that is performance-driven has increased over recent years.

REMCO reviews remuneration levels and the proportion between fixed and variable
pay on an annual basis. Supporting market data is provided by a number of
independent external remuneration consultants.

Primary components of remunerationBase salary
Levels are set by reference to market-based salary scales. The scales were
increased by 4% with effect from July 1, 2001 and are expected to increase with
effect from July 1, 2002. Progression of an individual Group Managing
Directors salary to the target position is usually over a three-year period
from appointment.

Annual bonus
Awards are set by REMCO based on the extent of achievement of challenging Group
performance targets, which are set as part of the annual Group business plan.
The targets encompass financial, customer, people, sustainable development and
other operational objectives. The bonus payable to Group Managing Directors in
respect of the year 2001 is 65% of base salary, equal to the on-target level
for 2001.

The annual bonus payment is non-pensionable.

Deferred bonus
From 2001 onwards Group Managing Directors may elect to defer up to one-third
of their bonus into Royal Dutch or Shell Transport shares. The deferred bonus
shares, together with shares equivalent to the value of dividends payable on
the deferred bonus shares, are released three years after deferral. Provided
the participants remain in Group employment for three years following the
deferral, or reach normal retirement within the three-year period, they will
also receive one additional share for every two shares accumulated.

Long-term incentives
These are provided through the Group Stock Option Plans. Options are granted to
the Group Managing Directors under one of the Group Stock Option Plans once per
year, except that no option is granted to them within one year before
retirement. Consideration is given on an individual basis to the granting of
options each year.



The Shell Transport and Trading Company, Public Limited Company S9



---



##### Table of Contents



Since 1998, options granted to the Group Managing Directors have been for a
ten-year term. There is a three-year vesting period and 50% of the options are
subject to a performance condition. The primary performance condition is Total
Shareholder Return (share price growth plus dividends) relative to a peer group
of other major integrated oil companies. The Total Shareholder Return (TSR) is
measured by the average weighted share price of Royal Dutch and Shell Transport
over the ten-day period at the beginning and end of the three-year period.
REMCO may also take into account other factors that it deems appropriate as
being long-term indicators of Group performance. The proportion of the share
options subject to the performance conditions which will either become
unconditional or lapse, will be determined for Group Managing Directors at the
absolute discretion of REMCO.

For options vesting in December 2001 the measurement period was October 1, 1998
to September 30, 2001. The peer companies were BP, Chevron, ExxonMobil, Texaco
and TotalFinaElf. The Royal Dutch/Shell Group ranked second, with a TSR of 0.4
percentage points behind that of the top ranking company. There was a
difference of less than 1.0 percentage point between the performance of the
first and fourth ranking companies. REMCO also considered other performance
indicators. These included relative TSR in excess of the cost of equity,
relative TSR over annual and two-year periods within the measurement period and
the Groups delivery against three-year targets.

Having considered all these factors, REMCO determined that 90% of the options
granted in 1998 that were subject to performance conditions should vest.

It is intended that a proportion of future grants to Group Managing Directors
as well as to the most senior executives will be subject to the performance
conditions based on TSR and other performance measures.

Pensions/Retirement benefits
For Shell Transport Managing Directors pensions the principal sources are the
Shell Contributory Pension Fund (for service in the UK) and the Shell Overseas
Contributory Fund (for previous service overseas). Both Funds are defined
benefit plans to which Managing Directors contribute 4% of relevant earnings.
Managing Directors retire on 30 June following their 60th birthday, and the
maximum pension is two-thirds of their remuneration, excluding bonuses. There
are also provisions, as for all members of the above Funds, for lump-sum
death-in-service payment of three times the annual salary. During 2001 three
Directors accrued retirement benefits under defined benefit plans (2000: three;
1999: two). No Director has accrued benefits under a money purchase benefit
scheme. Salaries/fees payable to Managing Directors, totalling £1,328,500 in
2001, £1,514,500 in 2000, and £1,028,500 in 1999, count for pension purposes in
the Shell Contributory Pension Fund. The payment of employers contributions to
the Fund, which is open to United Kingdom employees of the member companies,
has upon actuarial advice been suspended since January 1, 1990. Managing
Directors accrued pension benefits during the year as detailed below. The
transfer values are calculated using the cash equivalent transfer value method
in accordance with Actuarial Guidance Note GN11.

|                      |  |           |    |          |  |             |  |            |     |          |  |         |  |             |     |  |  |            |  | 
|--------------------- |  | --------- | -- | -------- |  | ----------- |  | ---------- | --- | -------- |  | ------- |  | ----------- | --- |  |  | ---------- |  | 
|                     
|                      |  |           |    |          |  |             |  |            |     |          |  |         |  |             |     |  |  | £ thousand
|                      | 
|                      |  |           |    |          |  | Years of    |  | Net        |     |          |  |         |  | Accumulated
|                      |  |           |    |          |  | Group       |  | increase   |     | Transfer |  | annual 
|                      |  |           |    |          |  | service     |  | in accrued |     | value of |  | pension
|                      |  | Age as at |    | as at    |  | pension     |  | pension    |     | as at   
|                      |  | 31.12.01  |    | 31.12.01 |  | during 2001 |  | increase   |     | 31.12.01
|                     
|Philip Watts          |  |           | 56 |          |  | 32          |  |            | 125 |          |  | 2,010   |  |             | 396
|Sir Mark Moody-Stuart |  |           | 61 |          |  | 38          |  |            | 53  |          |  | 910     |  |             | 514
|Paul Skinner          |  |           | 57 |          |  | 38          |  |            | 52  |          |  | 832     |  |             | 339
|                     

The increase in pension for Sir Mark
Moody-Stuart is for the period January 1 - June
30, 2001 (his date of retirement) and has been
calculated at the latter date.

Service contracts
The Companys Managing Directors do not have service contracts with their
employing company, and their entitlement to notice is the standard for all
senior staff  three months. There are no predetermined termination
compensation arrangements in place for Managing Directors.



S10 The Shell Transport and Trading Company, Public Limited Company



---



##### Table of Contents



|                                              |   |  |           |    |  |  |           |  |  |  |           | 
|--------------------------------------------- | - |  | --------- | -- |  |  | --------- |  |  |  | --------- | 
|Emoluments of Directors in office during 2001 | £ | 
|                                             
|                                              |   |  | 2001      |    |  |  | 2000      |  |  |  | 1999      | 
|                                             
|Philip Watts                                  |   |  |           |    |  |  |           |  |  |  |           | 
|Salaries and fees                             |   |  | 607,398   |    |  |  | 496,302   |  |  |  | 472,622   | 
|Benefits                                      |   |  | 20,089    |    |  |  | 17,323    |  |  |  | 17,275    | 
|Performance-related elementa                  |   |  | 455,000   | b  |  |  | 225,000   |  |  |  | 218,250   | 
|                                             
|                                              |   |  | 1,082,487 |    |  |  | 738,625   |  |  |  | 708,147   | 
|Realised share option gains                   |   |  | 508,167   |    |  |  | 134,400   |  |  |  | 112,200   | 
|                                             
|                                              |   |  | 1,590,654 |    |  |  | 873,025   |  |  |  | 820,347   | 
|                                             
|Paul Skinner                                  |   |  |           |    |  |  |           |  |  |  |           | 
|Salaries and fees                             |   |  | 504,703   |    |  |  | 458,802   |  |  |  |          | 
|Benefits                                      |   |  | 14,924    |    |  |  | 15,620    |  |  |  |          | 
|Performance-related elementa                  |   |  | 338,000   | b  |  |  | 213,750   |  |  |  |          | 
|                                             
|                                              |   |  | 857,627   |    |  |  | 688,172   |  |  |  |          | 
|Realised share option gains                   |   |  | 505,902   |    |  |  | 349,704   |  |  |  |          | 
|                                             
|                                              |   |  | 1,363,529 |    |  |  | 1,037,876 |  |  |  |          | 
|                                             
|Teymour Alireza                               |   |  |           |    |  |  |           |  |  |  |           | 
|Directors fees                               |   |  | 25,000    |    |  |  | 25,000    |  |  |  | 25,000    | 
|Committee fees                                |   |  | 3,750     |    |  |  | 3,750     |  |  |  | 3,750     | 
|                                             
|                                              |   |  | 28,750    |    |  |  | 28,750    |  |  |  | 28,750    | 
|                                             
|Dr Eileen Buttle                              |   |  |           |    |  |  |           |  |  |  |           | 
|Directors fees                               |   |  | 25,000    |    |  |  | 25,000    |  |  |  | 25,000    | 
|Committee fees                                |   |  | 6,875     |    |  |  | 5,625     |  |  |  | 1,875     | 
|                                             
|                                              |   |  | 31,875    |    |  |  | 30,625    |  |  |  | 26,875    | 
|                                             
|Luis Giusti                                   |   |  |           |    |  |  |           |  |  |  |           | 
|Directors fees                               |   |  | 25,000    |    |  |  | 7,500     |  |  |  |          | 
|Committee fees                                |   |  | 1,875     |    |  |  |          |  |  |  |          | 
|                                             
|                                              |   |  | 26,875    |    |  |  | 7,500     |  |  |  |          | 
|                                             
|Nina Henderson                                |   |  |           |    |  |  |           |  |  |  |           | 
|Directors fees                               |   |  | 15,641    |    |  |  |          |  |  |  |          | 
|Committee fees                                |   |  | 1,875     |    |  |  |          |  |  |  |          | 
|                                             
|                                              |   |  | 17,516    |    |  |  |          |  |  |  |          | 
|                                             
|Sir Peter Holmes                              |   |  |           |    |  |  |           |  |  |  |           | 
|Directors fees                               |   |  | 9,583     |    |  |  | 25,000    |  |  |  | 25,000    | 
|Committee fees                                |   |  | 1,438     |    |  |  | 5,000     |  |  |  | 6,875     | 
|Holding Company fees                          |   |  | 6,915     |    |  |  | 18,011    |  |  |  | 18,503    | 
|                                             
|                                              |   |  | 17,936    |    |  |  | 48,011    |  |  |  | 50,378    | 
|Pensions                                      |   |  | 29,049    |    |  |  | 28,190    |  |  |  | 27,342    | 
|                                             
|                                              |   |  | 46,985    |    |  |  | 76,201    |  |  |  | 77,720    | 
|                                             
|Sir John Jennings                             |   |  |           |    |  |  |           |  |  |  |           | 
|Directors fees                               |   |  | 9,583     |    |  |  | 25,000    |  |  |  | 25,000    | 
|Committee fees                                |   |  | 1,438     |    |  |  | 6,250     |  |  |  | 7,500     | 
|Holding Company fees                          |   |  | 6,915     |    |  |  | 18,011    |  |  |  | 18,503    | 
|                                             
|                                              |   |  | 17,936    |    |  |  | 49,261    |  |  |  | 51,003    | 
|Pensions                                      |   |  | 37,598    |    |  |  | 36,487    |  |  |  | 35,389    | 
|Realised share option gains                   |   |  |          |    |  |  |          |  |  |  | 1,047,540 | 
|                                             
|                                              |   |  | 55,534    |    |  |  | 85,748    |  |  |  | 1,133,932 | 
|                                             
|Sir Peter Job                                 |   |  |           |    |  |  |           |  |  |  |           | 
|Directors fees                               |   |  | 10,417    |    |  |  |          |  |  |  |          | 
|Committee fees                                |   |  | 625       |    |  |  |          |  |  |  |          | 
|                                             
|                                              |   |  | 11,042    |    |  |  |          |  |  |  |          | 
|                                             
|Sir Mark Moody-Stuart                         |   |  |           |    |  |  |           |  |  |  |           | 
|Salaries and fees                             |   |  | 581,526   | c; |  |  | 710,427   |  |  |  | 668,822   | 
|Benefits                                      |   |  |          |    |  |  |          |  |  |  |          | 
|Performance-related elementa                  |   |  | 232,050   |    |  |  | 321,300   |  |  |  | 301,050   | 
|Committee fees                                |   |  | 1,875     |    |  |  |          |  |  |  |          | 
|                                             
|                                              |   |  | 815,451   |    |  |  | 1,031,727 |  |  |  | 969,872   | 
|Realised share option gains                   |   |  | 639,360   |    |  |  | 892,440   |  |  |  | 811,620   | 
|                                             
|                                              |   |  | 1,454,811 |    |  |  | 1,924,167 |  |  |  | 1,781,492 | 
|                                             
|Professor Robert ONeill                      |   |  |           |    |  |  |           |  |  |  |           | 
|Directors fees                               |   |  | 25,000    |    |  |  | 25,000    |  |  |  | 25,000    | 
|Committee fees                                |   |  | 5,000     |    |  |  | 5,000     |  |  |  | 6,250     | 
|                                             
|                                              |   |  | 30,000    |    |  |  | 30,000    |  |  |  | 31,250    | 
|                                             
|Lord Oxburgh                                  |   |  |           |    |  |  |           |  |  |  |           | 
|Directors fees                               |   |  | 25,000    |    |  |  | 25,000    |  |  |  | 25,000    | 
|Committee fees                                |   |  | 7,475     |    |  |  | 11,850    |  |  |  | 11,850    | 
|                                             
|                                              |   |  | 32,475    |    |  |  | 36,850    |  |  |  | 36,850    | 
|                                             
|Sir William Purves                            |   |  |           |    |  |  |           |  |  |  |           | 
|Directors fees                               |   |  | 25,000    |    |  |  | 25,000    |  |  |  | 25,000    | 
|Committee fees                                |   |  | 9,333     |    |  |  | 9,333     |  |  |  | 7,467     | 
|                                             
|                                              |   |  | 34,333    |    |  |  | 34,333    |  |  |  | 32,467    | 
|                                             

|a |  | The performance-related element is included in the year to which it relates.                                                                                                                                        
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b |  | Of which one-third was deferred under the Deferred Bonus Plan.                                                                                                                                                      
|c |  | The remuneration payable to Sir Mark Moody-Stuart in 2001 includes a
      full service bonus of £198,000. A bonus under this arrangement is paid
      on retirement to all UK employees with qualifying service.



The Shell Transport and Trading Company, Public Limited Company S11



---



##### Table of Contents



Share options
The interests of Shell Transport Directors under all the stock option plans of
Group companies during 2001 were:

|                              |                  |          |         |         |          |             |           |          |   |  |          |         |          |  |        |      |          |        |      |      |  |  |          |          | 
|----------------------------- | ---------------- | -------- | ------- | ------- | -------- | ----------- | --------- | -------- | - |  | -------- | ------- | -------- |  | ------ | ---- | -------- | ------ | ---- | ---- |  |  | -------- | -------- | 
|                             
|Number of shares under option
|                             
|                              |                  |          |         |         |          |             | Exercised |          |   |  |          |         |          |  |        |      |          | Market |      |      |  | 
|                              |                  |          | Granted |         |          | (cancelled) |           |          |   |  |          |         |          |  |        |      | price at |        |      |      | 
|At                            |                  | during   |         |         | during   |             |           | At       |   |  | Exercise |         | date of  |  | Expiry |     
|1.1.01                        |                  | the year |         |         | the year |             |           | 31.12.01 |   |  | price    |         | exercise |  | date   |     
|                             
|Philip Watts                  |                  |          |         |         |          |             |           |          |   |  |          |         |          |  |        |      |          |        |      |      |  |  |          |         
|                              | 194,700          |          |         |        |          |             |           | 194,700  |   |  |          |        |          |  |        | 326p |          |        |      | 587p |  |  |          | 11.12.01 | 
|                              | 272,000          |          |         |        |          |             |           |         |   |  |          | 272,000 |          |  |        | 439p |          |        |      |     |  |  |          | 10.12.02 | 
|                              | 325,000          |          |         |        |          |             |           | (16,250  | ) |  |          | 308,750 |          |  |        | 363p |          |        |      |     |  |  |          | 21.12.08 | 
|                              | 341,000          |          |         |        |          |             |           |         |   |  |          | 341,000 |          |  |        | 505p |          |        |      |     |  |  |          | 22.03.10 | 
|                              |                 |          |         | 465,000 |          |             |           |         |   |  |          | 465,000 |          |  |        | 552p |          |        |      |     |  |  |          | 25.03.11 | 
|                              | 5,214 (Note iii) |          |         |        |          |             |           |         |   |  |          | 5,214   |          |  |        | 330p |          |        |      |     |  |  |          | 01.02.02 | 
|                             
|Sir Mark Moody-Stuart         |                  |          |         |         |          |             |           |          |   |  |          |         |          |  |        |      |          |        |      |      |  |  |          |         
|                              | 333,000          |          |         |        |          |             |           | 333,000  |   |  |          |        |          |  |        | 326p |          |        |      | 518p |  |  |          | 11.12.01 | 
|                              | 387,000          |          |         |        |          |             |           |         |   |  |          | 387,000 |          |  |        | 439p |          |        |      |     |  |  |          | 10.12.02 | 
|                              | 464,000          |          |         |        |          |             |           | (23,200  | ) |  |          | 440,800 |          |  |        | 363p |          |        |      |     |  |  |          | 30.06.06 | 
|                              | 487,000          |          |         |        |          |             |           |         |   |  |          | 487,000 |          |  |        | 505p |          |        |      |     |  |  |          | 30.06.06 | 
|                             
|Paul Skinner                  |                  |          |         |         |          |             |           |          |   |  |          |         |          |  |        |      |          |        |      |      |  |  |          |         
|                              | 194,700          |          |         |        |          |             |           | 100,000  |   |  |          |        |          |  |        | 326p |          |        |      | 580p |  |  |          | 11.12.01 | 
|                              |                  |          |         |         |          |             | 94,700    |          |   |  |         |         |          |  | 326p   |      |          |        | 592p |      |  |  | 11.12.01 |         
|                              | 139,200          |          |         |        |          |             |           |         |   |  |          | 139,200 |          |  |        | 439p |          |        |      |     |  |  |          | 10.12.07 | 
|                              | 194,700          |          |         |        |          |             |           |         |   |  |          | 194,700 |          |  |        | 363p |          |        |      |     |  |  |          | 21.12.08 | 
|                              | 341,000          |          |         |        |          |             |           |         |   |  |          | 341,000 |          |  |        | 505p |          |        |      |     |  |  |          | 22.03.10 | 
|                              |                 |          |         | 465,000 |          |             |           |         |   |  |          | 465,000 |          |  |        | 552p |          |        |      |     |  |  |          | 25.03.11 | 
|                              | 5,214 (Note iii) |          |         |        |          |             |           |         |   |  |          | 5,214   |          |  |        | 330p |          |        |      |     |  |  |          | 01.02.02 | 
|                             

|(i)   |  | All the options listed above relate to Shell Transport Ordinary shares. All
options are exercisable at market price (no discount) at grant. The options
with an expiry up to and including 2002 were exercisable from grant
except for the Savings-related Share Option Scheme (see Note (iii) below).
The remaining options were granted for 10 years and are not exercisable
within three years of grant; 50% of those options are subject to a
performance condition with the exception of those granted prior to
appointment as a Director of the Company. Upon vesting in 2001 of the
performance-related options granted in 1998, 90% became unconditional.
Other than performance-related options which did not vest and were
cancelled, no options lapsed during the year.
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(ii)  |  | The middle market price of the Ordinary shares on December 31, 2001
was 472.0p and the price range during the year was 430.0p to 637.5p.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(iii) |  | These options are held under the Savings-related Share Option Scheme
of The Shell Petroleum Company Limited. Philip Watts and Paul Skinner
exercised their options under this scheme to purchase the shares at the
maturity date. New five-year options were granted under this scheme to
Philip Watts and Paul Skinner, commencing February 1, 2002. The options
are to purchase 3,251 Ordinary shares at 509p each.                                                                                                                                                                                                                                                                                                                                                             
|(iv)  |  | There were no changes in the above interests in options during the period
from December 31, 2001 to March 12, 2002 except for the changes noted
in (iii) above relating to Savings-related Share Option Scheme options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           



S12 The Shell Transport and Trading Company, Public Limited Company



---



##### Table of Contents



Group Share Plans*
Set out below is a summary of the principal employee share schemes operated by
Group companies. The shares subject to the plans are existing issued shares of
the Company and no dilution of shareholders equity is involved. Shares to be
delivered by a Group company under these plans are generally bought in the
market at the time the commitment thereto is being made.

Group Stock Option Plans
Under these plans, eligible employees are granted options over shares of Royal
Dutch or Shell Transport. The price at which the shares can be bought (the
exercise price) will not be less than the fair market value of the shares at
the date the options were granted. This is calculated as the average of the
stock exchange opening and closing prices over the five business days ending on
the date of grant, except for the USA where the grant price is the average of
the stock exchange opening and closing prices on the date of grant.

Options are exercisable three years from grant. Options lapse ten years after
grant or, if earlier, on resignation from Group employment (subject to certain
exceptions). For Group Managing Directors and the most senior executives, a
proportion of the options granted is subject to performance conditions
primarily based on Total Shareholder Return.

Restricted Stock Plan
Grants are made under this plan on a highly selective basis for recruitment and
retention of senior staff. A maximum of 250,000 Royal Dutch shares (or
equivalent value in Shell Transport shares) can be granted under the plan in
any year. Shares are granted subject to a three-year restriction period. The
shares, together with additional shares equivalent to the value of the
dividends payable over the restriction period, are released to the individual
at the end of the three-year period, provided that the individual has remained
in employment. Group Managing Directors are not eligible to participate in the
Restricted Stock Plan.

Global Employee Share Purchase Plan
This broad based plan enables employees to make contributions, which are
applied quarterly to purchase Royal Dutch or Shell Transport shares at current
market value. If the acquired shares are retained in the Plan until the end of
the twelve-month cycle the employee receives an additional 15% share match. In
the USA a variant of this plan is operated where contributions are applied to
buy Royal Dutch shares at the end of the twelve-month cycle. The purchase price
is the lower of the market price on the first or last trading day of the cycle
reduced by 15%. Group Managing Directors are not eligible to participate in the
Global Employee Share Purchase Plan.

Savings-related Share Option Scheme
In lieu of the Global Employee Share Purchase Plan employees in the UK continue
to participate in the Savings-related Share Option Scheme. Options are granted
over shares of Shell Transport at prices not less than market value on a date
not more than 30 days before grant and are normally exercisable after a
three-year or five-year contractual period.





|* |  | Details of the number of shares held by Group companies in connection with
the above plans are shown in Note 22 of the Group Financial Statements on pages
G25-G26.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Shell Transport and Trading Company, Public Limited Company S13



---



##### Table of Contents



(This page is intentionally blank)



S14 The Shell Transport and Trading Company, Public Limited Company



---



##### Table of Contents



Royal Dutch/Shell Group of CompaniesReport of Independent Accountants



To Royal Dutch Petroleum Company and The Shell Transport and Trading Company, p.l.c.

We have audited the Financial Statements appearing on pages G2-G32 of the Royal
Dutch/Shell Group of Companies for the years 2001, 2000 and 1999. The
preparation of Financial Statements is the responsibility of management. Our
responsibility is to express an opinion on Financial Statements based on our
audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the Financial Statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the Financial
Statements. An audit also includes assessing the accounting principles used and
significant estimates made by management in the preparation of Financial
Statements, as well as evaluating the overall Financial Statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the Financial Statements referred to above present fairly, in
all material respects, the financial position of the Royal Dutch/Shell Group of
Companies at December 31, 2001 and 2000 and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
2001 in accordance with generally accepted accounting principles in the
Netherlands and the United States.



/s/ KPMG ACCOUNTANTS N.V., THE HAGUE

---



/s/ PRICEWATERHOUSECOOPERS

---



March 13, 2002



Royal Dutch/Shell Group of Companies G1



---



##### Table of Contents



Financial Statements

|                                                  |  |      |   |      |  |  |         |   |  |      |         |   |  |           |         | 
|------------------------------------------------- |  | ---- | - | ---- |  |  | ------- | - |  | ---- | ------- | - |  | --------- | ------- | 
|Statement of Income                               |  |      |   |      |  |  |         |   |  |      |         |   |  | $ million
|                                                 
|                                                  |  | Note |   | 2001 |  |  | 2000    |   |  | 1999
|                                                 
|Sales proceeds                                    |  |      |   |      |  |  | 177,281 |   |  |      | 191,511 |   |  |           | 149,706 | 
|Sales taxes, excise duties and similar levies     |  |      |   |      |  |  | 42,070  |   |  |      | 42,365  |   |  |           | 44,340  | 
|                                                 
|Net proceeds                                      |  |      |   |      |  |  | 135,211 |   |  |      | 149,146 |   |  |           | 105,366 | 
|Cost of sales                                     |  |      |   |      |  |  | 107,839 |   |  |      | 118,328 |   |  |           | 81,839  | 
|                                                 
|Gross profit                                      |  |      |   |      |  |  | 27,372  |   |  |      | 30,818  |   |  |           | 23,527  | 
|Selling and distribution expenses                 |  |      |   |      |  |  | 7,898   |   |  |      | 7,896   |   |  |           | 8,195   | 
|Administrative expenses                           |  |      |   |      |  |  | 1,244   |   |  |      | 1,137   |   |  |           | 830     | 
|Exploration                                       |  |      |   |      |  |  | 882     |   |  |      | 755     |   |  |           | 1,086   | 
|Research and development                          |  |      |   |      |  |  | 387     |   |  |      | 389     |   |  |           | 505     | 
|                                                 
|Operating profit of Group companies               |  |      |   |      |  |  | 16,961  |   |  |      | 20,641  |   |  |           | 12,911  | 
|Share of operating profit of associated companies |  |      | 6 |      |  |  | 3,041   |   |  |      | 3,859   |   |  |           | 2,321   | 
|                                                 
|Operating profit                                  |  |      |   |      |  |  | 20,002  |   |  |      | 24,500  |   |  |           | 15,232  | 
|Interest and other income                         |  |      | 7 |      |  |  | 1,059   |   |  |      | 974     |   |  |           | 541     | 
|Interest expense                                  |  |      | 8 |      |  |  | 1,133   |   |  |      | 1,324   |   |  |           | 1,253   | 
|Currency exchange gains/(losses)                  |  |      |   |      |  |  | (30     | ) |  |      | (114    | ) |  |           | 1       | 
|                                                 
|Income before taxation                            |  |      |   |      |  |  | 19,898  |   |  |      | 24,036  |   |  |           | 14,521  | 
|Taxation                                          |  |      | 9 |      |  |  | 8,694   |   |  |      | 11,273  |   |  |           | 5,696   | 
|                                                 
|Income after taxation                             |  |      |   |      |  |  | 11,204  |   |  |      | 12,763  |   |  |           | 8,825   | 
|Income applicable to minority interests           |  |      |   |      |  |  | 352     |   |  |      | 44      |   |  |           | 241     | 
|                                                 
|Net income                                        |  |      |   |      |  |  | 10,852  |   |  |      | 12,719  |   |  |           | 8,584   | 
|                                                 

|                                                                                     |                                               |  |      |    |  |      |        |        |      |  |        |        |   |           |        |        |  
|------------------------------------------------------------------------------------ | --------------------------------------------- |  | ---- | -- |  | ---- | ------ | ------ | ---- |  | ------ | ------ | - | --------- | ------ | ------ | -
|Statement of Comprehensive Income and Parent Companies' Interest in Group Net Assets |                                               |  |      |    |  |      |        |        |      |  |        |        |   | $ million |       
|                                                                                    
|                                                                                     |                                               |  | Note |    |  | 2001 |        |        | 2000 |  |        | 1999   |  
|                                                                                    
|Net income                                                                           |                                               |  | 3    |    |  |      | 10,852 |        |      |  | 12,719 |        |   |           | 8,584  |       
|Other comprehensive income, net of tax:                                              |                                               |  | 5    |    |  |      |        |        |      |  |        |        |   |           |        |       
|                                                                                     | currency translation differences              |  |      | 19 |  |      |        | (1,689 | )    |  |        | (2,717 | ) |           |        | (1,443 | )
|                                                                                     | unrealised gains/(losses) on securities       |  |      |    |  |      |        | (143   | )    |  |        | (238   | ) |           |        | 205    |  
|                                                                                     | unrealised gains/(losses) on cash flow hedges |  |      |    |  |      |        | (14    | )    |  |        |        |   |           |        |        |  
|                                                                                     | minimum pension liability adjustments         |  |      |    |  |      |        | (127   | )    |  |        | (70    | ) |           |        | (95    | )
|                                                                                    
|Comprehensive income                                                                 |                                               |  |      |    |  |      | 8,879  |        |      |  | 9,694  |        |   |           | 7,251  |       
|Net distributions to Parent Companies                                                |                                               |  | 3    |    |  |      | (9,163 | )      |      |  | (8,579 | )      |   |           | (5,631 | )     
|Increase in Parent Companies shares held by Group companies                         |                                               |  | 22   |    |  |      | (642   | )      |      |  | (200   | )      |   |           | (411   | )     
|                                                                                    
|Parent Companies interest in Group net assets at January 1                          |                                               |  |      |    |  |      | 57,086 |        |      |  | 56,171 |        |   |           | 54,962 |       
|                                                                                    
|Parent Companies interest in Group net assets at December 31                        |                                               |  | 4    |    |  |      | 56,160 |        |      |  | 57,086 |        |   |           | 56,171 |       
|Applicable to:                                                                       |                                               |  |      |    |  |      |        |        |      |  |        |        |   |           |        |       
|                                                                                     | Royal Dutch (60%)                             |  |      |    |  |      |        | 33,696 |      |  |        | 34,252 |   |           |        | 33,703 |  
|                                                                                     | Shell Transport (40%)                         |  |      |    |  |      |        | 22,464 |      |  |        | 22,834 |   |           |        | 22,468 |  
|                                                                                    
|                                                                                     |                                               |  |      |    |  |      | 56,160 |        |      |  | 57,086 |        |   |           | 56,171 |       
|                                                                                    



G2 Royal Dutch/Shell Group of Companies



---



##### Table of Contents



|                                                            |                                          |                      |    |      |    |  |        |        |        |           |        |        |        | 
|----------------------------------------------------------- | ---------------------------------------- | -------------------- | -- | ---- | -- |  | ------ | ------ | ------ | --------- | ------ | ------ | ------ | 
|Statement of Assets and Liabilities                         |                                          |                      |    |      |    |  |        |        |        | $ million |       
|                                                           
|                                                            |                                          |                      |    |      |    |  |        | Dec 31 |        |           | Dec 31 |       
|                                                            |                                          |                      |    | Note |    |  | 2001   |        |        | 2000      |       
|                                                           
|Fixed assets                                                |                                          |                      |    |      |    |  |        |        |        |           |        |       
|                                                            | Tangible assets                          |                      |    | 10   |    |  |        | 51,370 |        |           |        | 47,314 |       
|                                                            | Intangible assets                        |                      |    | 10   |    |  |        | 939    |        |           |        | 1,005  |       
|                                                            | Investments                              |                      |    |      |    |  |        |        |        |           |        |        |       
|                                                            |                                          | associated companies |    |      | 6  |  |        |        | 18,018 |           |        |        | 18,648 | 
|                                                            |                                          | securities           |    |      | 14 |  |        |        | 1,914  |           |        |        | 1,720  | 
|                                                            |                                          | other                |    |      |    |  |        |        | 1,108  |           |        |        | 1,043  | 
|                                                           
|Total fixed assets                                          |                                          |                      |    |      |    |  | 73,349 |        |        |           | 69,730 |       
|                                                           
|Other long-term assets                                      |                                          |                      | 11 |      |    |  | 7,716  |        |        |           | 6,838  |       
|Current assets                                              |                                          |                      |    |      |    |  |        |        |        |           |        |       
|                                                            | Inventories                              |                      |    | 12   |    |  |        | 6,341  |        |           |        | 7,884  |       
|                                                            | Accounts receivable                      |                      |    | 13   |    |  |        | 17,467 |        |           |        | 26,611 |       
|                                                            | Short-term securities                    |                      |    | 14   |    |  |        |       |        |           |        | 4      |       
|                                                            | Cash and cash equivalents                |                      |    | 14   |    |  |        | 6,670  |        |           |        | 11,431 |       
|                                                           
|Total current assets                                        |                                          |                      |    |      |    |  | 30,478 |        |        |           | 45,930 |       
|                                                           
|Current liabilities: amounts due within one year            |                                          |                      |    |      |    |  |        |        |        |           |        |       
|                                                            | Short-term debt                          |                      |    | 15   |    |  |        | 3,988  |        |           |        | 3,357  |       
|                                                            | Accounts payable and accrued liabilities |                      |    | 17   |    |  |        | 18,884 |        |           |        | 26,613 |       
|                                                            | Taxes payable                            |                      |    | 9    |    |  |        | 4,494  |        |           |        | 6,116  |       
|                                                            | Dividends payable to Parent Companies    |                      |    |      |    |  |        | 6,101  |        |           |        | 6,612  |       
|                                                           
|Total current liabilities                                   |                                          |                      |    |      |    |  | 33,467 |        |        |           | 42,698 |       
|                                                           
|Net current assets/(liabilities)                            |                                          |                      |    |      |    |  | (2,989 | )      |        |           | 3,232  |       
|                                                           
|Total assets less current liabilities                       |                                          |                      |    |      |    |  | 78,076 |        |        |           | 79,800 |       
|                                                           
|Long-term liabilities: amounts due after more than one year |                                          |                      |    |      |    |  |        |        |        |           |        |       
|                                                            | Long-term debt                           |                      |    | 15   |    |  |        | 1,832  |        |           |        | 4,070  |       
|                                                            | Other                                    |                      |    | 18   |    |  |        | 4,515  |        |           |        | 4,003  |       
|                                                           
|                                                            |                                          |                      |    |      |    |  | 6,347  |        |        |           | 8,073  |       
|                                                           
|Provisions                                                  |                                          |                      |    |      |    |  |        |        |        |           |        |       
|                                                            | Deferred taxation                        |                      |    | 9    |    |  |        | 7,146  |        |           |        | 7,008  |       
|                                                            | Pensions and similar obligations         |                      |    | 21   |    |  |        | 2,331  |        |           |        | 2,238  |       
|                                                            | Decommissioning and restoration costs    |                      |    | 23   |    |  |        | 2,615  |        |           |        | 2,514  |       
|                                                           
|                                                            |                                          |                      |    |      |    |  | 12,092 |        |        |           | 11,760 |       
|                                                           
|Group net assets before minority interests                  |                                          |                      |    |      |    |  | 59,637 |        |        |           | 59,967 |       
|Minority interests                                          |                                          |                      |    |      |    |  | 3,477  |        |        |           | 2,881  |       
|                                                           
|Net assets                                                  |                                          |                      |    |      |    |  | 56,160 |        |        |           | 57,086 |       
|                                                           



Royal Dutch/Shell Group of Companies G3



---



##### Table of Contents



|                                                                       |                                                           |                                                             |                                          |    |      |  |         |        |        |        |        |        |        |           |        |        |        |        |  
|---------------------------------------------------------------------- | --------------------------------------------------------- | ----------------------------------------------------------- | ---------------------------------------- | -- | ---- |  | ------- | ------ | ------ | ------ | ------ | ------ | ------ | --------- | ------ | ------ | ------ | ------ | -
|Statement of Cash Flows (see Note 19)                                  |                                                           |                                                             |                                          |    |      |  |         |        |        |        |        |        |        | $ million |       
|                                                                      
|                                                                       |                                                           |                                                             |                                          |    | Note |  |         | 2001   |        |        | 2000   |        |        | 1999      |       
|                                                                      
|Cash flow provided by operating activities                             |                                                           |                                                             |                                          |    |      |  |         |        |        |        |        |        |        |           |        |       
|                                                                       | Net income                                                |                                                             |                                          |    |      |  |         | 10,852 |        |        |        | 12,719 |        |           |        | 8,584  |       
|                                                                       | Adjustments to reconcile net income to cash flow provided |                                                             |                                          |    |      |  |         |        |        |        |        |        |        |           |        |        |       
|                                                                       | by operating activities                                   |                                                             |                                          |    |      |  |         |        |        |        |        |        |        |           |        |        |       
|                                                                       |                                                           | Depreciation, depletion and amortisation                    |                                          |    | 10   |  |         |        | 6,117  |        |        |        | 7,885  |           |        |        | 6,520  |       
|                                                                       |                                                           | Profit on sale of assets                                    |                                          |    |      |  |         |        | (133   | )      |        |        | (1,026 | )         |        |        | (1,366 | )     
|                                                                       |                                                           | Movements in:                                               |                                          |    |      |  |         |        |        |        |        |        |        |           |        |        |        |       
|                                                                       |                                                           |                                                             | inventories                              |    |      |  |         |        |        | 1,067  |        |        |        | (1,268    | )      |        |        | (2,059 | )
|                                                                       |                                                           |                                                             | accounts receivable                      |    |      |  |         |        |        | 8,519  |        |        |        | (10,007   | )      |        |        | (5,049 | )
|                                                                       |                                                           |                                                             | accounts payable and accrued liabilities |    |      |  |         |        |        | (7,787 | )      |        |        | 9,741     |        |        |        | 3,066  |  
|                                                                       |                                                           |                                                             | taxes payable                            |    |      |  |         |        |        | (1,443 | )      |        |        | 967       |        |        |        | 1,260  |  
|                                                                       |                                                           |                                                             | short-term securities                    |    |      |  |         |        |        |       |        |        |        | (2        | )      |        |        | 16     |  
|                                                                       |                                                           | Associated companies: dividends more/(less) than net income |                                          |    | 6    |  |         |        | 265    |        |        |        | (132   | )         |        |        | 423    |       
|                                                                       |                                                           | Deferred taxation and other provisions                      |                                          |    |      |  |         |        | 129    |        |        |        | 491    |           |        |        | (55    | )     
|                                                                       |                                                           | Long-term liabilities and other                             |                                          |    |      |  |         |        | (1,005 | )      |        |        | (1,053 | )         |        |        | (522   | )     
|                                                                       |                                                           | Income applicable to minority interests                     |                                          |    |      |  |         |        | 352    |        |        |        | 44     |           |        |        | 241    |       
|                                                                      
|Cash flow provided by operating activities                             |                                                           |                                                             |                                          |    |      |  | 16,933  |        |        |        | 18,359 |        |        |           | 11,059 |       
|                                                                      
|Cash flow used in investing activities                                 |                                                           |                                                             |                                          |    |      |  |         |        |        |        |        |        |        |           |        |       
|                                                                       | Capital expenditure (including capitalised leases)        |                                                             |                                          | 10 |      |  |         | (9,626 | )      |        |        | (6,209 | )      |           |        | (7,409 | )     
|                                                                       | Proceeds from sale of assets                              |                                                             |                                          |    |      |  |         | 1,265  |        |        |        | 3,852  |        |           |        | 5,026  |       
|                                                                       | New investments in associated companies                   |                                                             |                                          | 6  |      |  |         | (1,074 | )      |        |        | (1,161 | )      |           |        | (1,024 | )     
|                                                                       | Disposals of investments in associated companies          |                                                             |                                          |    |      |  |         | 507    |        |        |        | 2,283  |        |           |        | 549    |       
|                                                                       | Movement in other investments                             |                                                             |                                          |    |      |  |         | (180   | )      |        |        | (336   | )      |           |        | (165   | )     
|                                                                      
|Cash flow used in investing activities                                 |                                                           |                                                             |                                          |    |      |  | (9,108  | )      |        |        | (1,571 | )      |        |           | (3,023 | )     
|                                                                      
|Cash flow used in financing activities                                 |                                                           |                                                             |                                          |    |      |  |         |        |        |        |        |        |        |           |        |       
|                                                                       | Long-term debt (including short-term part)                |                                                             |                                          |    |      |  |         |        |        |        |        |        |        |           |        |        |       
|                                                                       |                                                           | new borrowings                                              |                                          |    |      |  |         |        | 180    |        |        |        | 945    |           |        |        | 1,798  |       
|                                                                       |                                                           | repayments                                                  |                                          |    |      |  |         |        | (1,115 | )      |        |        | (1,276 | )         |        |        | (1,575 | )     
|                                                                      
|                                                                       |                                                           |                                                             |                                          |    |      |  | (935    | )      |        |        | (331   | )      |        |           | 223    |       
|                                                                       | Net increase/(decrease) in short-term debt                |                                                             |                                          |    |      |  |         | (794   | )      |        |        | (3,271 | )      |           |        | (922   | )     
|                                                                       | Change in minority interests                              |                                                             |                                          |    |      |  |         | (206   | )      |        |        | (22    | )      |           |        | 54     |       
|                                                                       | Dividends paid to:                                        |                                                             |                                          |    |      |  |         |        |        |        |        |        |        |           |        |        |       
|                                                                       |                                                           | Parent Companies                                            |                                          |    |      |  |         |        | (9,406 | )      |        |        | (5,239 | )         |        |        | (5,446 | )     
|                                                                       |                                                           | minority interests                                          |                                          |    |      |  |         |        | (221   | )      |        |        | (262   | )         |        |        | (165   | )     
|                                                                      
|Cash flow used in financing activities                                 |                                                           |                                                             |                                          |    |      |  | (11,562 | )      |        |        | (9,125 | )      |        |           | (6,256 | )     
|                                                                      
|Parent Companies shares held by Group companies                       |                                                           |                                                             |                                          |    |      |  | (773    | )      |        |        | (200   | )      |        |           | (411   | )     
|Currency translation differences relating to cash and cash equivalents |                                                           |                                                             |                                          |    |      |  | (251    | )      |        |        | (75    | )      |        |           | (43    | )     
|                                                                      
|Increase/(decrease) in cash and cash equivalents                       |                                                           |                                                             |                                          |    |      |  | (4,761  | )      |        |        | 7,388  |        |        |           | 1,326  |       
|                                                                      
|Cash and cash equivalents at January 1                                 |                                                           |                                                             |                                          |    |      |  | 11,431  |        |        |        | 4,043  |        |        |           | 2,717  |       
|                                                                      
|Cash and cash equivalents at December 31                               |                                                           |                                                             |                                          |    |      |  | 6,670   |        |        |        | 11,431 |        |        |           | 4,043  |       
|                                                                      



G4 Royal Dutch/Shell Group of Companies



---



##### Table of Contents



Notes to the Financial Statements

1   The Royal Dutch/Shell Group of Companies

The Parent Companies, Royal Dutch Petroleum Company (Royal Dutch) and The
"ShellTransport and Trading Company, p.l.c. (Shell Transport) are holding
companies which together own, directly or indirectly, investments in numerous
companies known collectively as the Royal Dutch/Shell Group. Group companies
are engaged in all principal aspects of the oil and natural gas business
throughout the world. They also have substantial chemical interests. These
activities are conducted in more than 140 countries and territories and are
subject to changing economic, regulatory and political conditions.

Arrangements between Royal Dutch and Shell Transport provide, inter alia, that
notwithstanding variations in shareholdings, Royal Dutch and Shell Transport
shall share in the aggregate net assets and in the aggregate dividends and
interest received from Group companies in the proportion of 60:40. It is
further arranged that the burden of all taxes in the nature of or corresponding
to an income tax leviable in respect of such dividends and interest shall fall
in the same proportion.

The 60:40 arrangements referred to above have been supplemented by further
arrangements, beginning with Group dividends payable to the Parent Companies in
respect of 1977, whereby each Parent Company is to bring into account towards
its share in the 60:40 division of dividends from Group companies tax credits
and other tax benefits which are related to the liability to tax of a Group
company and which arise to the Parent Company or which would arise to the
holders of its ordinary shares if there were to be an immediate full onward
distribution to them of Group dividends (for which purpose all shareholders are
assumed to be individuals resident and subject to tax in the country of
residence of the Parent Company in question).

2   Accounting policies

Nature of the Financial Statements
The accounts of the Parent Companies are not included in the Financial
Statements, the objective of which is to demonstrate the financial position,
results of operations and cash flows of a group of undertakings in which each
Parent Company has an interest in common whilst maintaining its separate
identity. The Financial Statements reflect an aggregation in US dollars of the
accounts of companies in which Royal Dutch and Shell Transport together, either
directly or indirectly, have control either through a majority of the voting
rights or the right to exercise a controlling influence. Investments in
companies over which Group companies have significant influence but not control
are classified as associated companies and are accounted for on the equity
basis. Certain joint ventures are taken up in the Financial Statements in
proportion to the relevant Group interest.

The Financial Statements have been prepared under the historical cost
convention. They have been prepared in all material respects in accordance with
generally accepted accounting principles in the Netherlands and the United
States. Group accounting policies are also substantially consistent with
accounting principles generally accepted in the United Kingdom, with the
notable exception of the provision for deferred taxation.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the Financial Statements and notes thereto.
Actual results could differ from those estimates.

Currency translation
Assets and liabilities of non-dollar Group companies are translated to dollars
at year-end rates of exchange, whilst their statements of income and cash flows
are translated at quarterly average rates. Translation differences arising on
aggregation are taken directly to a currency translation differences account,
which forms part of Parent Companies interest in Group net assets. Upon
disinvestment or liquidation of a non-dollar Group company, cumulative currency
translation differences related to that company are taken to income.

The dollar equivalents of exchange gains and losses arising as a result of
foreign currency transactions (including those in respect of inter-company
balances unless related to transactions of a long-term investment nature) are
included in Group net income.

Securities
Securities of a trading nature are carried at fair value with unrealised
holding gains and losses being included in net income. Securities intended to
be held to maturity are carried at cost, unless permanently impaired in which
case they are carried at fair value. All other securities are classified as
available for sale and are carried at fair value, with unrealised holding gains
and losses

Royal Dutch/Shell Group of Companies G5



---



##### Table of Contents



being taken directly to Parent Companies interest in Group net assets. Upon
sale or maturity, the net gains and losses are included in net income.

Short-term securities with a maturity from acquisition of three months or less
and that are readily convertible into known amounts of cash are classified as
cash equivalents. Securities forming part of a portfolio which is required to
be held long term are classified under fixed assets  investments.

Parent Companies shares held by Group companies are not included in the
Groups net assets but reflected as a deduction from Parent Companies interest
in Group net assets.

Cash flows resulting from movements in securities of a trading nature are
reported under cash flow provided by operating activities while cash flows
resulting from movements in other securities are reported under cash flow used
in investing activities.

Derivative instruments
A US accounting standard, FAS 133, as amended, which requires all derivative
financial instruments (derivatives), with certain exceptions, to be recorded
in the Statement of Assets and Liabilities (as assets or liabilities in respect
of risk management activities) at their fair value, has been adopted from the
beginning of 2001. Adoption of the standard did not have a significant effect
on the Groups Financial Statements and the transition adjustment as at January
1, 2001 was negligible.

Group companies use derivatives in the management of interest rate risk,
foreign currency risk and commodity price risk. The carrying amount of all
derivatives, other than those meeting the normal purchases and sales exception,
is measured using market prices. Those derivatives qualifying and designated as
hedges are either: (1) a hedge of the fair value of a recognised asset or
liability or of an unrecognised firm commitment (fair value hedge), or (2) a
hedge of the variability of cash flows to be received or paid related to a
recognised asset or liability or a forecasted transaction (cash flow hedge),
or (3) a hedge of the foreign currency exposure (foreign currency hedge) of a
recognised asset or liability or of an unrecognised firm commitment (fair value
hedge) or of the variability of foreign currency cash flows associated with a
forecasted transaction, a recognised asset or liability or an unrecognised firm
commitment (cash flow hedge).

The effective portion of a change in the carrying amount of a cash flow hedge
is recorded in other comprehensive income, until income reflects the
variability of underlying cash flows; any ineffective portion is taken to
income. A change in the carrying amount of a fair value hedge is taken to
income, together with the consequential adjustment to the carrying amount of
the hedged item. A change in the carrying amount of a foreign currency hedge is
recorded on the basis of whether the hedge is a fair value hedge or a cash flow
hedge. A change in the carrying amount of other derivatives is taken to income.

Group companies formally document all relationships between hedging instruments
and hedged items, as well as risk management objectives and strategies for
undertaking various hedge transactions. The effectiveness of a hedge is also
continually assessed. When effectiveness ceases, hedge accounting is
discontinued.

Inventories
Inventories are stated at cost to the Group or net realisable value, whichever
is lower. Such cost is determined for the most part by the first-in first-out
method (FIFO), but the cost of certain North American inventories is determined
on the basis of the last-in first-out method (LIFO). Cost comprises direct
purchase costs, cost of production, transportation and manufacturing expenses
and taxes.

Exploration costs
Group companies follow the successful efforts method of accounting for oil and
gas exploration costs. Exploration costs are charged to income when incurred,
with the exception that exploratory drilling costs are initially included in
tangible fixed assets pending determination of commercial reserves. The
determination of commercial reserves occurs within one year unless such
reserves are in an area requiring major capital expenditure before production
could begin. Should the efforts be determined unsuccessful, they are then
charged to income.

G6 Royal Dutch/Shell Group of Companies



---



##### Table of Contents



Interest capitalisation
Interest is capitalised, as an increase in tangible fixed assets, on
significant capital projects during construction. Interest is also capitalised,
as an increase in investments in associated companies, on funds invested by
Group companies which are used by associated companies for significant capital
projects during construction.

Depreciation, depletion and amortisation
Tangible fixed assets related to production activities are depreciated on a
unit-of-production basis over the proved developed reserves of the field
concerned, except in the case of assets whose useful life is shorter than the
lifetime of the field, in which case the straight-line method is applied.
Rights and concessions are depleted on the unit-of-production basis over the
total proved reserves of the relevant area. Unproved properties are amortised
as required by particular circumstances. Other tangible fixed assets are
generally depreciated on a straight-line basis over their estimated useful
lives. Goodwill, which is included within intangible fixed assets, is amortised
over its estimated useful economic life, with a maximum of 40 years.

The carrying amounts of fixed assets are reviewed for possible impairment
whenever events or changes in circumstances indicate. For this purpose, assets
are grouped based on separately identifiable and largely independent cash
flows. Where impairment is indicated, the carrying amounts of assets are
written down to fair value, usually determined as the amount of estimated
discounted future cash flows. Assets held for sale are written down to the
amount of estimated net realisable value.

In the evaluation for impairment of oil and gas properties, future cash flows
are estimated using risk assessments on field and reservoir performance and
include outlooks on proved and unproved reserves, which are then discounted or
risk-weighted utilising the results from projections of geological, production,
recovery and economic factors.

Environmental expenditures
Liabilities for environmental remediation resulting from past operations or
events are recognised in the period in which an obligation to a third party
arises and the amount can be reasonably estimated. Measurement of liabilities
is based on current legal requirements and existing technology. Recognition of
any joint and several liability is based upon Group companies best estimate of
their final pro-rata share of the liability. Liabilities are determined
independently of expected insurance recoveries. Recoveries are recognised and
reported as separate events and brought into account when reasonably certain of
realisation. The carrying amount of liabilities is regularly reviewed and
adjusted for new facts or changes in law or technology.

Decommissioning and restoration costs
Estimated decommissioning and restoration costs are based on current
requirements, technology and price levels. In respect of oil and gas production
activities, the estimated cost is provided over the life of the proved
developed reserves on a unit-of-production basis. The recorded liabilities are
reflected as a provision in the Statement of Assets and Liabilities. For other
activities, the estimated cost is provided over the remaining life of a
facility on a straight-line basis once an obligation crystallises and the
amount can be reasonably estimated. Changes in estimates of costs are accrued
on a prospective basis.

Deferred taxation
Deferred taxation is provided using the comprehensive liability method of
accounting for income taxes based on provisions of enacted laws. Recognition is
given to deferred tax assets and liabilities for the expected future tax
consequences of events that have been recognised in the Financial Statements or
in the tax returns. In estimating these tax consequences, consideration is
given to expected future events. The measurement of deferred tax assets is
reduced, if necessary, by a valuation allowance representing the amount of any
tax benefits for which there is uncertainty of realisation.

Employee retirement plans
Retirement plans to which employees contribute and many non-contributory plans
are generally funded by payments to independent trusts. Where, due to local
conditions, a plan is not funded, a provision which is not less than the
present value of accumulated pension benefits, based on present salary levels,
is included in the Financial Statements. Valuations of both funded and unfunded
plans are carried out by independent actuaries.

Pension cost primarily represents the increase in actuarial present value of
the obligation for pension benefits based on employee service during the year
and the interest on this obligation in respect of employee service in previous
years, net of the expected return on plan assets.

Royal Dutch/Shell Group of Companies G7



---



##### Table of Contents



Postretirement benefits other than pensions
Some Group companies provide certain postretirement health care and life
insurance benefits to retirees, the entitlement to which is usually based on
the employee remaining in service up to retirement age and the completion of a
minimum service period. The expected costs of these benefits are accrued over
the periods employees render service to the Group. These plans are not funded.
A provision is included in the Financial Statements which is sufficient to
cover the present value of the accumulated postretirement benefit obligation
based on current assumptions. Valuations of these obligations are carried out
by independent actuaries.

Sales proceeds
Sales proceeds are determined by reference to the sales price of goods
delivered and services rendered during the period. Sales between Group
companies are based on prices generally equivalent to commercially available
prices.

Administrative expenses
Administrative expenses are those which do not relate directly to the
activities of a single business segment and include expenses incurred in the
management and co-ordination of multi-segment enterprises.

Research and development
Research and development expenditure is charged to income as incurred, with the
exception of that on buildings and major items of equipment which have
alternative use.

Reclassifications
Certain prior-year amounts have been reclassified to conform with current-year
presentation.

G8 Royal Dutch/Shell Group of Companies



---



##### Table of Contents



3   Division of Group net income between the Parent Companies

The division of Group net income, in accordance with Note 1, is as follows:

|                                          |  |       |        |  |             |       |                 |       |  |           |       | 
|----------------------------------------- |  | ----- | ------ |  | ----------- | ----- | --------------- | ----- |  | --------- | ----- | 
|2001                                      |  |       |        |  |             |       |                 |       |  | $ million
|                                         
|                                          |  | Total |        |  | Royal Dutch |       | Shell Transport
|                                          |  |       |        |  |             | (60%) |                 | (40%)
|                                         
|Group net income                          |  |       | 10,852 |  |             |       | 6,511           |       |  |           | 4,341 | 
|lessnet distributions to
Parent Companies |  |       | 9,163  |  |             |       | 5,498           |       |  |           | 3,665 | 
|                                         
|Undistributed net income                  |  |       | 1,689  |  |             |       | 1,013           |       |  |           | 676   | 
|                                         

|                                          |  |       |        |  |             |       |                 |       |  |           |       | 
|----------------------------------------- |  | ----- | ------ |  | ----------- | ----- | --------------- | ----- |  | --------- | ----- | 
|2000                                      |  |       |        |  |             |       |                 |       |  | $ million
|                                         
|                                          |  | Total |        |  | Royal Dutch |       | Shell Transport
|                                          |  |       |        |  |             | (60%) |                 | (40%)
|                                         
|Group net income                          |  |       | 12,719 |  |             |       | 7,631           |       |  |           | 5,088 | 
|lessnet distributions to
Parent Companies |  |       | 8,579  |  |             |       | 5,147           |       |  |           | 3,432 | 
|                                         
|Undistributed net income                  |  |       | 4,140  |  |             |       | 2,484           |       |  |           | 1,656 | 
|                                         

|                                          |  |       |       |  |             |       |                 |       |  |           |       | 
|----------------------------------------- |  | ----- | ----- |  | ----------- | ----- | --------------- | ----- |  | --------- | ----- | 
|1999                                      |  |       |       |  |             |       |                 |       |  | $ million
|                                         
|                                          |  | Total |       |  | Royal Dutch |       | Shell Transport
|                                          |  |       |       |  |             | (60%) |                 | (40%)
|                                         
|Group net income                          |  |       | 8,584 |  |             |       | 5,151           |       |  |           | 3,433 | 
|lessnet distributions to
Parent Companies |  |       | 5,631 |  |             |       | 3,379           |       |  |           | 2,252 | 
|                                         
|Undistributed net income                  |  |       | 2,953 |  |             |       | 1,772           |       |  |           | 1,181 | 
|                                         

4   Parent Companies interest in Group net assets

|                                                           |                  |  |        |     |      |  |        |     |  |  |           |     | 
|---------------------------------------------------------- | ---------------- |  | ------ | --- | ---- |  | ------ | --- |  |  | --------- | --- | 
|                                                           |                  |  |        |     |      |  |        |     |  |  | $ million
|                                                          
|                                                           |                  |  | 2001   |     | 2000 |  | 1999  
|                                                          
|Invested by Parent Companies                               |                  |  | 741    |     |      |  | 741    |     |  |  | 741       |    
|Retained earnings of Group companies                       |                  |  | 64,061 |     |      |  | 62,372 |     |  |  | 58,232    |    
|Parent Companies shares held
by Group companies (Note 22) |                  |  | (1,953 | )   |      |  | (1,311 | )   |  |  | (1,111    | )  
|Cumulative currency translation differences                |                  |  | (6,336 | )   |      |  | (4,647 | )   |  |  | (1,930    | )  
|Unrealised gains/(losses) on:                              |                  |  |        |     |      |  |        |     |  |  |           |    
|                                                           | securities       |  |        | (14 | )    |  |        | 129 |  |  |           | 367 | 
|                                                           | cash flow hedges |  |        | (14 | )    |  |        |     |  |  |           |     | 
|Minimum pension liability adjustments                      |                  |  | (325   | )   |      |  | (198   | )   |  |  | (128      | )  
|                                                          
|Balance at December 31                                     |                  |  | 56,160 |     |      |  | 57,086 |     |  |  | 56,171    |    
|                                                          

Earnings retained by the subsidiary and associated companies of the Group
Holding Companies (namely Shell Petroleum N.V. and The Shell Petroleum Company
Limited) and Shell Petroleum Inc. amounted to $21,625 million at December 31,
2001 (2000: $22,615 million; 1999: $23,397 million). Provision has not been
made for taxes on possible future distribution of these undistributed earnings
as these earnings have been, or will be, substantially reinvested by the
companies concerned. It is not, therefore, meaningful to provide for these
taxes nor is it practicable to estimate their full amount or the withholding
tax element.

Royal Dutch/Shell Group of Companies G9



---



##### Table of Contents



5   Other comprehensive income

|                                                                       |  |         |        |     |  |                     |     |   |  |           |        |  
|---------------------------------------------------------------------- |  | ------- | ------ | --- |  | ------------------- | --- | - |  | --------- | ------ | -
|2001                                                                   |  |         |        |     |  |                     |     |   |  | $ million
|                                                                      
|                                                                       |  |         |        |     |  | Net credit/(charge)
|                                                                       |  |        
|                                                                       |  | Pre-tax |        | Tax |  | After tax          
|                                                                      
|Currency translation differences                                       |  |         | (1,540 | )   |  |                     | (22 | ) |  |           | (1,562 | )
|Reclassifications                                                      |  |         | (127   | )   |  |                     |    |   |  |           | (127   | )
|                                                                      
|Currency translation differences
net of reclassifications              |  |         | (1,667 | )   |  |                     | (22 | ) |  |           | (1,689 | )
|                                                                      
|Unrealised gains/(losses) on securities                                |  |         | (114   | )   |  |                     | (9  | ) |  |           | (123   | )
|Reclassifications                                                      |  |         | (32    | )   |  |                     | 12  |   |  |           | (20    | )
|                                                                      
|Unrealised gains/(losses) on securities
net of reclassifications       |  |         | (146   | )   |  |                     | 3   |   |  |           | (143   | )
|                                                                      
|Unrealised gains/(losses) on cash flow hedges                          |  |         | (1     | )   |  |                     | (13 | ) |  |           | (14    | )
|Reclassifications                                                      |  |         |       |     |  |                     |    |   |  |           |       |  
|                                                                      
|Unrealised gains/(losses) on cash flow hedges
net of reclassifications |  |         | (1     | )   |  |                     | (13 | ) |  |           | (14    | )
|                                                                      
|Minimum pension liability adjustments                                  |  |         | (209   | )   |  |                     | 82  |   |  |           | (127   | )
|                                                                      
|Other comprehensive income                                             |  |         | (2,023 | )   |  |                     | 50  |   |  |           | (1,973 | )
|                                                                      

|                                                                 |  |         |        |     |  |                     |     |   |  |           |        |  
|---------------------------------------------------------------- |  | ------- | ------ | --- |  | ------------------- | --- | - |  | --------- | ------ | -
|2000                                                             |  |         |        |     |  |                     |     |   |  | $ million
|                                                                
|                                                                 |  |         |        |     |  | Net credit/(charge)
|                                                                 |  |        
|                                                                 |  | Pre-tax |        | Tax |  | After tax          
|                                                                
|Currency translation differences                                 |  |         | (2,677 | )   |  |                     | (51 | ) |  |           | (2,728 | )
|Reclassifications                                                |  |         | 11     |     |  |                     |    |   |  |           | 11     |  
|                                                                
|Currency translation differences
net of reclassifications        |  |         | (2,666 | )   |  |                     | (51 | ) |  |           | (2,717 | )
|                                                                
|Unrealised gains/(losses) on securities                          |  |         | (205   | )   |  |                     | 8   |   |  |           | (197   | )
|Reclassifications                                                |  |         | (50    | )   |  |                     | 9   |   |  |           | (41    | )
|                                                                
|Unrealised gains/(losses) on securities
net of reclassifications |  |         | (255   | )   |  |                     | 17  |   |  |           | (238   | )
|                                                                
|Minimum pension liability adjustments                            |  |         | (115   | )   |  |                     | 45  |   |  |           | (70    | )
|                                                                
|Other comprehensive income                                       |  |         | (3,036 | )   |  |                     | 11  |   |  |           | (3,025 | )
|                                                                

|                                                                 |  |         |        |     |  |                     |     |   |  |           |        |  
|---------------------------------------------------------------- |  | ------- | ------ | --- |  | ------------------- | --- | - |  | --------- | ------ | -
|1999                                                             |  |         |        |     |  |                     |     |   |  | $ million
|                                                                
|                                                                 |  |         |        |     |  | Net credit/(charge)
|                                                                 |  |        
|                                                                 |  | Pre-tax |        | Tax |  | After tax          
|                                                                
|Currency translation differences                                 |  |         | (1,485 | )   |  |                     | 23  |   |  |           | (1,462 | )
|Reclassifications                                                |  |         | 19     |     |  |                     |    |   |  |           | 19     |  
|                                                                
|Currency translation differences
net of reclassifications        |  |         | (1,466 | )   |  |                     | 23  |   |  |           | (1,443 | )
|                                                                
|Unrealised gains/(losses) on securities                          |  |         | 266    |     |  |                     | (31 | ) |  |           | 235    |  
|Reclassifications                                                |  |         | (31    | )   |  |                     | 1   |   |  |           | (30    | )
|                                                                
|Unrealised gains/(losses) on securities
net of reclassifications |  |         | 235    |     |  |                     | (30 | ) |  |           | 205    |  
|                                                                
|Minimum pension liability adjustments                            |  |         | (139   | )   |  |                     | 44  |   |  |           | (95    | )
|                                                                
|Other comprehensive income                                       |  |         | (1,370 | )   |  |                     | 37  |   |  |           | (1,333 | )
|                                                                

G10 Royal Dutch/Shell Group of Companies



---



##### Table of Contents



6   Associated companies

(a)   Income
Associated companies engage in similar businesses to Group companies and play
an important part in the overall operating activities of the Group.
Consequently, the Group share of operating profits arising from associated
companies is seen as a contribution to the total Group operating profit and is
shown as such in the Statement of Income. The Group share of interest income,
interest expense, currency exchange gains/losses and taxation of associated
companies has been included within those items in the Statement of Income.

A summarised Statement of Income with respect to the Group share of net income
from associated companies, together with a segment analysis, is set out below:

|                                 |  |      |        |      |  |      |        |  |  |           |        | 
|-------------------------------- |  | ---- | ------ | ---- |  | ---- | ------ |  |  | --------- | ------ | 
|                                 |  |      |        |      |  |      |        |  |  | $ million
|                                
|                                 |  | 2001 |        | 2000 |  | 1999
|                                
|Net proceeds                     |  |      | 55,767 |      |  |      | 60,896 |  |  |           | 40,970 | 
|Cost of sales                    |  |      | 47,143 |      |  |      | 51,692 |  |  |           | 33,646 | 
|                                
|Gross profit                     |  |      | 8,624  |      |  |      | 9,204  |  |  |           | 7,324  | 
|Other operating expenses         |  |      | 5,583  |      |  |      | 5,345  |  |  |           | 5,003  | 
|                                
|Operating profit                 |  |      | 3,041  |      |  |      | 3,859  |  |  |           | 2,321  | 
|Interest and other income        |  |      | 98     |      |  |      | 111    |  |  |           | 76     | 
|Interest expense                 |  |      | 503    |      |  |      | 498    |  |  |           | 339    | 
|Currency exchange gains/(losses) |  |      | (20    | )    |  |      | 7      |  |  |           | 4      | 
|                                
|Income before taxation           |  |      | 2,616  |      |  |      | 3,479  |  |  |           | 2,062  | 
|Taxation                         |  |      | 1,081  |      |  |      | 1,515  |  |  |           | 966    | 
|                                
|Net income                       |  |      | 1,535  |      |  |      | 1,964  |  |  |           | 1,096  | 
|                                

|                           |  |      |       |      |  |      |       |   |  |           |       |  
|-------------------------- |  | ---- | ----- | ---- |  | ---- | ----- | - |  | --------- | ----- | -
|Income by segment          |  |      |       |      |  |      |       |   |  | $ million
|                          
|                           |  | 2001 |       | 2000 |  | 1999
|                          
|Exploration and Production |  |      | 745   |      |  |      | 990   |   |  |           | 475   |  
|Gas & Power                |  |      | 746   |      |  |      | 505   |   |  |           | 251   |  
|Oil Products               |  |      | 456   |      |  |      | 650   |   |  |           | 418   |  
|Chemicals                  |  |      | (26   | )    |  |      | 174   |   |  |           | 154   |  
|Corporate and Other        |  |      | (386  | )    |  |      | (355  | ) |  |           | (202  | )
|                          
|                           |  |      | 1,535 |      |  |      | 1,964 |   |  |           | 1,096 |  
|                          

From 2001, operating segment results exclude
interest and other income of a non-operational
nature, interest expense, non-trading currency
exchange effects and tax on these items, which
are now included in the Corporate segment.
Results for 2000 and 1999 have been restated
to reflect this change.

(b)   Investments

|                                                                        |  |        |        |       |  |       |       |       |  |      |        |      |  |           |        |  
|----------------------------------------------------------------------- |  | ------ | ------ | ----- |  | ----- | ----- | ----- |  | ---- | ------ | ---- |  | --------- | ------ | -
|                                                                        |  |        |        |       |  |       |       |       |  |      |        |      |  | $ million
|                                                                       
|                                                                        |  |        |        |       |  |       |       |       |  | 2001 |        | 2000
|                                                                        |  |       
|                                                                        |  | Shares |        | Loans |  | Total |       | Total
|                                                                       
|At January 1                                                            |  |        | 16,263 |       |  |       | 2,385 |       |  |      | 18,648 |      |  |           | 16,686 |  
|New investments                                                         |  |        | 704    |       |  |       | 370   |       |  |      | 1,074  |      |  |           | 1,161  |  
|Net asset transfers to/(from)
associates, disposals and
other movements |  |        | (610   | )     |  |       | (421  | )     |  |      | (1,031 | )    |  |           | 1,098  |  
|Net income                                                              |  |        | 1,535  |       |  |       |      |       |  |      | 1,535  |      |  |           | 1,964  |  
|Dividends                                                               |  |        | (1,800 | )     |  |       |      |       |  |      | (1,800 | )    |  |           | (1,832 | )
|Currency translation differences                                        |  |        | (371   | )     |  |       | (37   | )     |  |      | (408   | )    |  |           | (429   | )
|                                                                       
|At December 31                                                          |  |        | 15,721 |       |  |       | 2,297 |       |  |      | 18,018 |      |  |           | 18,648 |  
|                                                                       

In 2001, the net asset transfers to/from associates, disposals and other
movements mainly comprise the effects of the reclassification of Sakhalin
Energy from an associate to a Group company and repayment of loans. The amount
in 2000 mainly relates to the effects of the formation of Basell, the increase
of the ownership interest in the InterGen joint venture, the exchange of assets
for an additional interest in Sakhalin Energy and the disposal of the Groups
interest in Altura.

Royal Dutch/Shell Group of Companies G11



---



##### Table of Contents



A summarised Statement of Assets and Liabilities with respect to the Group
share of investments in associated companies is set out below:

|                      |  |      |        |      |  |           |        | 
|--------------------- |  | ---- | ------ | ---- |  | --------- | ------ | 
|                      |  |      |        |      |  | $ million
|                     
|                      |  | 2001 |        | 2000
|                     
|Fixed assets          |  |      | 26,171 |      |  |           | 24,184 | 
|Current assets        |  |      | 7,529  |      |  |           | 9,745  | 
|                     
|Total assets          |  |      | 33,700 |      |  |           | 33,929 | 
|Current liabilities   |  |      | 8,588  |      |  |           | 9,424  | 
|Long-term liabilities |  |      | 7,094  |      |  |           | 5,857  | 
|                     
|Net assets            |  |      | 18,018 |      |  |           | 18,648 | 
|                     

An analysis by segment is shown in Note 24.

The Groups major investments in associated companies at December 31, 2001
comprised:

|                           |              |                |              
|-------------------------- | ------------ | -------------- | -------------
|                          
|Segment                    |              |                | Country of   
|                           | Name         | Group interest | incorporation
|                          
|Exploration and Production |              |               
|                           | Aera         | 52%            | USA          
|                           | Brunei Shell | 50%            | Brunei       
|                           | Woodside     | 34%            | Australia    
|Gas & Power                |              |                |              
|                           | InterGen     | 68%            | Netherlands  
|                           | Nigeria LNG  | 26%            | Nigeria      
|Oil Products               |              |               
|                           | Equilon      | 56%            | USA          
|                           | Motiva       | 35%            | USA          
|                           | ShowaShell   | 50%            | Japan        
|Chemicals                  |              |               
|                           | Basell       | 50%            | Netherlands  
|                          

In February 2002, the Group acquired Texacos 44% interest in Equilon and,
together with Saudi Refining Inc., each became 50% joint owners of Motiva for
an aggregate purchase price of $2.1 billion, together with the assumption of
debt and pension liabilities totalling $1.7 billion.

(c)   Transactions between Group companies and associated companies

Transactions between Group and associated companies mainly comprise sales and
purchases of goods and services in the ordinary course of business and in total
amounted to:

|                                  |  |      |        |      |  |      |        |  |  |           |        | 
|--------------------------------- |  | ---- | ------ | ---- |  | ---- | ------ |  |  | --------- | ------ | 
|                                  |  |      |        |      |  |      |        |  |  | $ million
|                                 
|                                  |  | 2001 |        | 2000 |  | 1999
|                                 
|Charges to associated companies   |  |      | 13,415 |      |  |      | 15,590 |  |  |           | 12,476 | 
|Charges from associated companies |  |      | 5,053  |      |  |      | 5,792  |  |  |           | 4,016  | 
|                                 

Balances outstanding at December 31 in respect of the above transactions are
shown in Notes 13 and 17.

G12 Royal Dutch/Shell Group of Companies



---



##### Table of Contents



7   Interest and other income

|                     |                 |  |      |       |      |  |      |     |  |  |           |     | 
|-------------------- | --------------- |  | ---- | ----- | ---- |  | ---- | --- |  |  | --------- | --- | 
|                     |                 |  |      |       |      |  |      |     |  |  | $ million
|                    
|                     |                 |  | 2001 |       | 2000 |  | 1999
|                    
|Group companies      |                 |  |      |       |      |  |      |     |  |  |           |    
|                     | Interest income |  |      | 784   |      |  |      | 627 |  |  |           | 410 | 
|                     | Other income    |  |      | 177   |      |  |      | 236 |  |  |           | 55  | 
|                    
|                     |                 |  |      | 961   |      |  |      | 863 |  |  |           | 465 | 
|Associated companies |                 |  | 98   |       |      |  | 111  |     |  |  | 76        |    
|                    
|                     |                 |  |      | 1,059 |      |  |      | 974 |  |  |           | 541 | 
|                    

8   Interest expense

|                     |                          |  |      |       |      |  |      |       |  |  |           |       | 
|-------------------- | ------------------------ |  | ---- | ----- | ---- |  | ---- | ----- |  |  | --------- | ----- | 
|                     |                          |  |      |       |      |  |      |       |  |  | $ million
|                    
|                     |                          |  | 2001 |       | 2000 |  | 1999
|                    
|Group companies      |                          |  |      |       |      |  |      |       |  |  |           |      
|                     | Interest incurred        |  |      | 662   |      |  |      | 877   |  |  |           | 1,001 | 
|                     | lessinterest capitalised |  |      | 32    |      |  |      | 51    |  |  |           | 87    | 
|                    
|                     |                          |  |      | 630   |      |  |      | 826   |  |  |           | 914   | 
|Associated companies |                          |  | 503  |       |      |  | 498  |       |  |  | 339       |      
|                    
|                     |                          |  |      | 1,133 |      |  |      | 1,324 |  |  |           | 1,253 | 
|                    

9   Taxation

(a)   Taxation charge for the year

|                     |                              |  |       |       |      |  |       |        |  |  |           |       |  
|-------------------- | ---------------------------- |  | ----- | ----- | ---- |  | ----- | ------ |  |  | --------- | ----- | -
|                     |                              |  |       |       |      |  |       |        |  |  | $ million
|                    
|                     |                              |  | 2001  |       | 2000 |  | 1999 
|                    
|Group companies      |                              |  |       |       |      |  |       |        |  |  |           |      
|                     | Current tax charge           |  |       | 7,722 |      |  |       | 9,251  |  |  |           | 4,869 |  
|                     | Deferred tax charge/(credit) |  |       | (109  | )    |  |       | 507    |  |  |           | (139  | )
|                    
|                     |                              |  |       | 7,613 |      |  |       | 9,758  |  |  |           | 4,730 |  
|Associated companies |                              |  | 1,081 |       |      |  | 1,515 |        |  |  | 966       |      
|                    
|                     |                              |  |       | 8,694 |      |  |       | 11,273 |  |  |           | 5,696 |  
|                    

Reconciliations of the expected tax charge of Group companies to the actual tax
charge are as follows:

|                                       |  |      |       |      |  |      |       |   |  |           |       |  
|-------------------------------------- |  | ---- | ----- | ---- |  | ---- | ----- | - |  | --------- | ----- | -
|                                       |  |      |       |      |  |      |       |   |  | $ million
|                                      
|                                       |  | 2001 |       | 2000 |  | 1999
|                                      
|Expected tax charge at statutory rates |  |      | 7,734 |      |  |      | 9,763 |   |  |           | 5,768 |  
|Adjustments of valuation allowance     |  |      | (70   | )    |  |      | (261  | ) |  |           | (199  | )
|Adjustments in respect of prior years  |  |      | (258  | )    |  |      | (89   | ) |  |           | (79   | )
|Other items                            |  |      | 207   |      |  |      | 345   |   |  |           | (760  | )
|                                      
|Taxation charge of Group companies     |  |      | 7,613 |      |  |      | 9,758 |   |  |           | 4,730 |  
|                                      

The taxation charge of Group companies includes not only income taxes of
general application but also income taxes at special rates levied on income
from exploration and production activities and various additional income and
other taxes to which these activities are subject.

Royal Dutch/Shell Group of Companies G13



---



##### Table of Contents



(b) Taxes payable

|                                                                   |  |      |       |      |  |           |       | 
|------------------------------------------------------------------ |  | ---- | ----- | ---- |  | --------- | ----- | 
|                                                                   |  |      |       |      |  | $ million
|                                                                  
|                                                                   |  | 2001 |       | 2000
|                                                                  
|Taxes on activities of Group companies                             |  |      | 2,220 |      |  |           | 3,251 | 
|Sales taxes, excise duties and similar
levies and social law taxes |  |      | 2,274 |      |  |           | 2,865 | 
|                                                                  
|                                                                   |  |      | 4,494 |      |  |           | 6,116 | 
|                                                                  

(c)   Provision for deferred taxation

The provision for deferred taxation comprises the following tax effects of
temporary differences:

|                                     |                                       |  |        |        |      |  |           |        |  
|------------------------------------ | ------------------------------------- |  | ------ | ------ | ---- |  | --------- | ------ | -
|                                     |                                       |  |        |        |      |  | $ million
|                                    
|                                     |                                       |  | 2001   |        | 2000
|                                    
|Tangible and intangible fixed assets |                                       |  | 9,080  |        |      |  | 9,370     |       
|Other items                          |                                       |  | 3,169  |        |      |  | 3,021     |       
|                                    
|Total deferred tax liabilities       |                                       |  | 12,249 |        |      |  | 12,391    |       
|                                    
|Tax losses carried forward           |                                       |  | (1,642 | )      |      |  | (1,361    | )     
|Provisions                           |                                       |  |        |        |      |  |           |       
|                                     | Pensions and similar obligations      |  |        | (671   | )    |  |           | (609   | )
|                                     | Decommissioning and restoration costs |  |        | (1,162 | )    |  |           | (1,193 | )
|                                     | Environmental and other provisions    |  |        | (322   | )    |  |           | (456   | )
|Other items                          |                                       |  | (2,936 | )      |      |  | (2,828    | )     
|                                    
|Total deferred tax assets            |                                       |  | (6,733 | )      |      |  | (6,447    | )     
|Asset valuation allowance            |                                       |  | 1,630  |        |      |  | 1,064     |       
|                                    
|Net deferred tax assets              |                                       |  | (5,103 | )      |      |  | (5,383    | )     
|                                    
|Net deferred tax liability           |                                       |  | 7,146  |        |      |  | 7,008     |       
|                                    

The Group has tax losses carried forward amounting to $5,354 million at
December 31, 2001. Of these, $4,109 million can be carried forward
indefinitely. The remaining $1,245 million expires in the following years:

|          |  |           |     | 
|--------- |  | --------- | --- | 
|          |  | $ million
|         
|2002      |  |           | 259 | 
|2003      |  |           | 112 | 
|2004      |  |           | 129 | 
|2005      |  |           | 257 | 
|2006-2010 |  |           | 162 | 
|2011-2016 |  |           | 326 | 
|         

G14 Royal Dutch/Shell Group of Companies



---



##### Table of Contents



10   Tangible and intangible fixed assets

|                                                |      |  |          |        |            |  |       |       |       |  |         |   |       |  |           |        | 
|----------------------------------------------- | ---- |  | -------- | ------ | ---------- |  | ----- | ----- | ----- |  | ------- | - | ----- |  | --------- | ------ | 
|                                                |      |  |          |        |            |  |       |       |       |  |         |   |       |  | $ million
|                                               
|                                                |      |  |          |        |            |  |       |       |       |  | 2001    |   | 2000 
|                                                |      |  |         
|                                                |      |  |          |        |            |  |       |       |       |  | Total   |   | Total
|                                                |      |  | Tangible |        | Intangible |  | Group |       | Group
|                                               
|Cost                                            |      |  |          |        |            |  |       |       |       |  |         |   |       |  |           |       
|At January 1                                    |      |  | 111,609  |        |            |  | 2,484 |       |       |  | 114,093 |   |       |  | 126,582   |       
|Capital expenditure                             |      |  | 9,498    |        |            |  | 128   |       |       |  | 9,626   |   |       |  | 6,209     |       
|Sales, retirements
and other movementsa         |      |  | (433     | )      |            |  | (159  | )     |       |  | (592    | ) |       |  | (13,179   | )     
|Currency translation
differences                |      |  | (2,905   | )      |            |  | (39   | )     |       |  | (2,944  | ) |       |  | (5,519    | )     
|                                               
|At December 31                                  |      |  | 117,769  |        |            |  | 2,414 |       |       |  | 120,183 |   |       |  | 114,093   |       
|                                               
|Depreciation                                    |      |  |          |        |            |  |       |       |       |  |         |   |       |  |           |       
|At January 1                                    |      |  | 64,295   |        |            |  | 1,479 |       |       |  | 65,774  |   |       |  | 67,343    |       
|Depreciation, depletion and
amortisation charge |      |  | 5,915    |        |            |  | 202   |       |       |  | 6,117   |   |       |  | 7,885     |       
|Sales, retirements and
other movementsa         |      |  | (2,107   | )      |            |  | (188  | )     |       |  | (2,295  | ) |       |  | (6,266    | )     
|Currency translation
differences                |      |  | (1,704   | )      |            |  | (18   | )     |       |  | (1,722  | ) |       |  | (3,188    | )     
|                                               
|At December 31                                  |      |  | 66,399   |        |            |  | 1,475 |       |       |  | 67,874  |   |       |  | 65,774    |       
|                                               
|Net 2001                                        |      |  | 51,370   |        |            |  | 939   |       |       |  | 52,309  |   |       |  |           |       
|                                               
|                                                | 2000 |  |          | 47,314 |            |  |       | 1,005 |       |  |         |   |       |  |           | 48,319 | 
|                                               



|a |  | Includes reclassifications from and transfers to associated companies
(refer to Note 6(b)).
|- |  | -------------------------------------------------------------------------------------------

Capital expenditure, together with new investments in associated companies, and
the depreciation, depletion and amortisation charge are shown in Note 24,
classified, consistent with oil and gas industry practice, according to
operating activities. Such a classification, rather than one according to type
of asset, is given in order to permit a better comparison with other companies
having similar activities.

The net balances at December 31 include:

|                                                                  |                                                                                    |  |       |       |      |  |           |       | 
|----------------------------------------------------------------- | ---------------------------------------------------------------------------------- |  | ----- | ----- | ---- |  | --------- | ----- | 
|                                                                  |                                                                                    |  |       |       |      |  | $ million
|                                                                 
|                                                                  |                                                                                    |  | 2001  |       | 2000
|                                                                 
|Capitalised costs in respect of assets not yet used
in operations |                                                                                    |  |       |       |      |  |           |      
|                                                                  | Unproved properties                                                                |  |       | 2,319 |      |  |           | 2,167 | 
|                                                                  | Proved properties under development and
other assets in the course of construction |  |       | 6,066 |      |  |           | 4,434 | 
|                                                                 
|                                                                  |                                                                                    |  | 8,385 |       |      |  | 6,601     |      
|                                                                 

Depreciation, depletion and amortisation charges for the year in the table
above are included within the following expense headings in the Statement of
Income:

|                                  |  |      |       |      |  |      |       |  |  |           |       | 
|--------------------------------- |  | ---- | ----- | ---- |  | ---- | ----- |  |  | --------- | ----- | 
|                                  |  |      |       |      |  |      |       |  |  | $ million
|                                 
|                                  |  | 2001 |       | 2000 |  | 1999
|                                 
|Cost of sales                     |  |      | 4,987 |      |  |      | 6,689 |  |  |           | 5,141 | 
|Selling and distribution expenses |  |      | 1,007 |      |  |      | 1,087 |  |  |           | 1,225 | 
|Administrative expenses           |  |      | 53    |      |  |      | 57    |  |  |           | 88    | 
|Exploration                       |  |      | 42    |      |  |      | 10    |  |  |           | 12    | 
|Research and development          |  |      | 28    |      |  |      | 42    |  |  |           | 54    | 
|                                 
|                                  |  |      | 6,117 |      |  |      | 7,885 |  |  |           | 6,520 | 
|                                 

Depreciation, depletion and amortisation charges for 2001 include $88 million
(2000: $1,345 million; 1999: $147 million) relating to the impairment of
tangible fixed assets, and nil (2000: $440 million; 1999: nil) relating to the
impairment of intangible fixed assets. Such charges are recorded within cost of
sales. The impairment charges relate to assets held for use

Royal Dutch/Shell Group of Companies G15



---



##### Table of Contents



(2001: nil; 2000: $1,433 million; 1999: $133 million) and to assets held for
sale (2001: $88 million; 2000: $352 million; 1999: $14 million). For 2000 the
impairments mainly related to Oil Products resulting from a downward revision
in the long-term expectation for certain refinery margins, and to Gas & Power
resulting from restructuring of the business in the USA.

New US accounting standard FAS 142 (Goodwill and Other Intangible Assets)
requires that goodwill, and other intangibles with an indefinite life, will no
longer be amortised but instead tested for impairment. This standard will be
effective for the Group from 2002 and adoption will not have a significant
effect on the Groups Financial Statements.

Net fixed assets at December 31, 2001 include assets held for sale totalling
$0.8 billion (2000: $0.9 billion), consisting primarily of assets in
Exploration and Production, Gas & Power and Other industry segments. It is
expected that the sales of these assets will occur in 2002. Operating
profits/(losses) included in the Statement of Income relating to these assets
totalled $48 million in 2001 (2000: $(2) million; 1999: $53 million).

11   Other long-term assets

Reflecting their non-current nature, deferred charges and prepayments due after
one year and other non-current assets are presented separately as Other
long-term assets. At December 31, 2001 these include $6,487 million (2000:
$5,241 million) of deferred charges and prepayments (including amounts in
respect of risk management activities), of which $4,714 million (2000: $3,844
million) relates to prepaid pension costs.

12   Inventories

|                                 |  |      |       |      |  |           |       | 
|-------------------------------- |  | ---- | ----- | ---- |  | --------- | ----- | 
|                                 |  |      |       |      |  | $ million
|                                
|                                 |  | 2001 |       | 2000
|                                
|Inventories of oil and chemicals |  |      | 5,704 |      |  |           | 7,253 | 
|Inventories of materials         |  |      | 637   |      |  |           | 631   | 
|                                
|                                 |  |      | 6,341 |      |  |           | 7,884 | 
|                                

Of the total inventories, $730 million at December 31, 2001 (2000: $807
million) wholly in North America are valued by the LIFO method. The excess of
FIFO cost over the carrying amount of such LIFO inventories was $193 million
(2000: $551 million).

13   Accounts receivable

|                                           |  |      |        |      |  |           |        | 
|------------------------------------------ |  | ---- | ------ | ---- |  | --------- | ------ | 
|                                           |  |      |        |      |  | $ million
|                                          
|                                           |  | 2001 |        | 2000
|                                          
|Trade receivables                          |  |      | 9,824  |      |  |           | 13,277 | 
|Amounts owed by associated companies       |  |      | 1,875  |      |  |           | 2,587  | 
|Other receivables                          |  |      | 2,692  |      |  |           | 2,799  | 
|Deferred charges and prepayments (Note 17) |  |      | 3,076  |      |  |           | 7,948  | 
|                                          
|                                           |  |      | 17,467 |      |  |           | 26,611 | 
|                                          

Provisions for doubtful items deducted from accounts receivable amounted to
$312 million at December 31, 2001 (2000: $220 million). Deferred charges and
prepayments include amounts in respect of risk management activities; the
reduction during the year mainly reflects the decrease in US natural gas
prices.

14   Investments  securities and short-term securities

(a)    Investments  securities
Investments  securities mainly comprises a portfolio of equity and debt
securities required to be held long term by the Group insurance companies as
security for their insurance activities. These securities are classified as
available for sale. Of these, $590 million at December 31, 2001 (2000: $596
million) are debt securities, the maturities of the greater part of which
exceed five years.

G16 Royal Dutch/Shell Group of Companies



---



##### Table of Contents



(b)  Short-term securities (including those classified as cash equivalents)
The total carrying amount of short-term securities, including those classified
as cash equivalents, is $2,233 million at December 31, 2001 (2000: $7,047
million). Of these, $2,177 million are of a trading nature (2000: $6,460
million). The remainder are debt securities which are classified as available
for sale.

Short-term securities at December 31, 2001 amounting to $189 million (2000:
$174 million) are listed on recognised stock exchanges.

15   Debt

(a)   Short-term debt

|                                                                                                  |  |      |       |      |  |           |       | 
|------------------------------------------------------------------------------------------------- |  | ---- | ----- | ---- |  | --------- | ----- | 
|                                                                                                  |  |      |       |      |  | $ million
|                                                                                                 
|                                                                                                  |  | 2001 |       | 2000
|                                                                                                 
|Debentures and other loans                                                                        |  |      | 1,636 |      |  |           | 1,222 | 
|Amounts due to banks and other credit
institutions (including long-term debt
due within one year) |  |      | 2,344 |      |  |           | 2,094 | 
|                                                                                                 
|                                                                                                  |  |      | 3,980 |      |  |           | 3,316 | 
|Capitalised lease obligations                                                                     |  |      | 8     |      |  |           | 41    | 
|                                                                                                 
|Short-term debt                                                                                   |  |      | 3,988 |      |  |           | 3,357 | 
|lesslong-term debt due within one year                                                            |  |      | 1,682 |      |  |           | 1,499 | 
|                                                                                                 
|Short-term debt excluding
long-term debt due within one year                                      |  |      | 2,306 |      |  |           | 1,858 | 
|                                                                                                 

During 2001, in conjunction with a non-recourse loan which breached a debt
covenant (the interest cover ratio), $1.3 billion of long-term debt was
reclassified as short-term debt.

The following relates only to short-term debt excluding long-term debt due
within one year:

|                                                     |                                   |  |       |    |      |  |           |    |  
|---------------------------------------------------- | --------------------------------- |  | ----- | -- | ---- |  | --------- | -- | -
|                                                     |                                   |  |       |    |      |  | $ million
|                                                    
|                                                     |                                   |  | 2001  |    | 2000
|                                                    
|Maximum amount outstanding
at the end of any quarter |                                   |  | 2,306 |    |      |  | 3,384     |   
|Average amount outstanding                           |                                   |  | 1,859 |    |      |  | 3,298     |   
|Amounts due to banks and other
credit institutions   |                                   |  | 2,039 |    |      |  | 1,589     |   
|Unused lines of short-term credit                    |                                   |  | 3,679 |    |      |  | 6,541     |   
|Approximate average interest rate on:                |                                   |  |       |    |      |  |           |   
|                                                     | average amount outstanding        |  |       | 11 | %    |  |           | 7  | %
|                                                     | amount outstanding at December 31 |  |       | 9  | %    |  |           | 10 | %
|                                                    

(b)   Long-term debt

|                                                            |  |      |       |      |  |           |       | 
|----------------------------------------------------------- |  | ---- | ----- | ---- |  | --------- | ----- | 
|                                                            |  |      |       |      |  | $ million
|                                                           
|                                                            |  | 2001 |       | 2000
|                                                           
|Debentures and other loans                                  |  |      | 937   |      |  |           | 1,649 | 
|Amounts due to banks and
other credit institutions          |  |      | 667   |      |  |           | 2,166 | 
|                                                           
|                                                            |  |      | 1,604 |      |  |           | 3,815 | 
|Capitalised lease obligations                               |  |      | 228   |      |  |           | 255   | 
|                                                           
|Long-term debt                                              |  |      | 1,832 |      |  |           | 4,070 | 
|addlong-term debt due within one year                       |  |      | 1,682 |      |  |           | 1,499 | 
|                                                           
|Long-term debt including
long-term debt due within one year |  |      | 3,514 |      |  |           | 5,569 | 
|                                                           

The following relates to long-term debt including the short-term part but
excluding capitalised lease obligations.

Royal Dutch/Shell Group of Companies G17



---



##### Table of Contents



Long-term debt denominated in dollars amounted to $2,904 million at December
31, 2001 (2000: $4,669 million).

The approximate weighted average interest rate in 2001 was 5% for dollar debt
and 5% for total debt.

The aggregate maturities of long-term debts are:

|          |  |           |       | 
|--------- |  | --------- | ----- | 
|          |  | $ million
|         
|2002      |  |           | 1,674 | 
|2003      |  |           | 905   | 
|2004      |  |           | 94    | 
|2005      |  |           | 89    | 
|2006      |  |           | 174   | 
|2007-2011 |  |           | 342   | 
|         

An asset-backed commercial paper programme was put in place during the year. As
at December 31, 2001, $0.9 billion of commercial paper was outstanding, secured
on Group originated assets. Neither the originated assets nor the commercial
paper obligation are included in the Groups Statement of Assets and
Liabilities.

16   Commitments

(a)   Leasing arrangements
The future minimum lease payments under operating leases and capital leases,
and the present value of net minimum capital lease payments at December 31,
2001 are as follows:

|                                                    |  |           |       |         |  |           |     | 
|--------------------------------------------------- |  | --------- | ----- | ------- |  | --------- | --- | 
|                                                    |  |           |       |         |  | $ million
|                                                   
|                                                    |  | Operating |       | Capital
|                                                    |  | leases    |       | leases 
|                                                   
|2002                                                |  |           | 1,318 |         |  |           | 23  | 
|2003                                                |  |           | 972   |         |  |           | 37  | 
|2004                                                |  |           | 686   |         |  |           | 22  | 
|2005                                                |  |           | 426   |         |  |           | 22  | 
|2006                                                |  |           | 376   |         |  |           | 23  | 
|2007 and after                                      |  |           | 1,862 |         |  |           | 210 | 
|                                                   
|Total minimum payments                              |  |           | 5,640 |         |  |           | 337 | 
|                                                   
|lessexecutory costs and interest                    |  |           |       |         |  |           | 101 | 
|                                                   
|Present value of net minimum capital lease payments |  |           |       |         |  |           | 236 | 
|                                                   

The figures above for operating lease payments represent minimum commitments
existing at December 31, 2001 and are not a forecast of future total rental
expense.

Total rental expense for all operating leases was as follows:

|                   |  |      |       |      |  |      |       |   |  |           |       |  
|------------------ |  | ---- | ----- | ---- |  | ---- | ----- | - |  | --------- | ----- | -
|                   |  |      |       |      |  |      |       |   |  | $ million
|                  
|                   |  | 2001 |       | 2000 |  | 1999
|                  
|Minimum rentals    |  |      | 1,377 |      |  |      | 1,197 |   |  |           | 1,223 |  
|Contingent rentals |  |      | 105   |      |  |      | 121   |   |  |           | 162   |  
|Sub-lease rentals  |  |      | (174  | )    |  |      | (107  | ) |  |           | (100  | )
|                  
|                   |  |      | 1,308 |      |  |      | 1,211 |   |  |           | 1,285 |  
|                  

G18 Royal Dutch/Shell Group of Companies



---



##### Table of Contents



(b)  Long-term purchase obligations
Group companies have unconditional long-term purchase obligations associated
with financing arrangements. The aggregate amount of payments required under
such obligations at December 31, 2001 is as follows:

|               |  |           |       | 
|-------------- |  | --------- | ----- | 
|               |  | $ million
|              
|2002           |  |           | 461   | 
|2003           |  |           | 448   | 
|2004           |  |           | 398   | 
|2005           |  |           | 323   | 
|2006           |  |           | 316   | 
|2007 and after |  |           | 3,870 | 
|              
|               |  |           | 5,816 | 
|              

The agreements under which these unconditional purchase obligations arise
relate mainly to the purchase of chemicals feedstock, utilities and to the use
of pipelines.

Payments under these agreements, which include additional sums depending upon
actual quantities of supplies, amounted to $432 million in 2001 (2000: $190
million).

(c)  Long-term power capacity obligations
Group companies have obligations under certain power generation contracts
(so-called tolling agreements) at December 31, 2001 amounting to $7.4 billion
(2000: $2.7 billion), of which $2.2 billion (2000: nil) was conditional upon
the ability of power plant owners to secure financing and $0.7 billion (2000:
nil) was conditional upon the exercise of a renewal option by the owner of one
of the plants. The timing of the payments under such obligations at December
31, 2001 is as follows:

|               |  |           |       | 
|-------------- |  | --------- | ----- | 
|               |  | $ million
|              
|2002           |  |           | 104   | 
|2003           |  |           | 191   | 
|2004           |  |           | 332   | 
|2005           |  |           | 362   | 
|2006           |  |           | 353   | 
|2007 and after |  |           | 6,058 | 
|              
|               |  |           | 7,400 | 
|              

The fair value of tolling agreements at December 31, 2001 and December 31,
2000, which are included in assets and liabilities in respect of risk
management activities (see Notes 13 and 17), and the resultant effect on net
income for 2001 and 2000, was not significant. Recognition in the Financial
Statements at fair value is in accordance with current United States generally
accepted accounting principles.

The application of accounting principles generally accepted in the Netherlands,
as a result of changes effective 2001, would require certain tolling agreements
to be treated as capital leases. If this accounting treatment were to be
applied, additional tangible fixed assets and related long-term liabilities of
approximately $2.2 billion at December 31, 2001 (2000: $1.4 billion) would be
reflected in the Statement of Assets and Liabilities. With respect to the
conditional amounts referred to above, up to an additional $1.5 billion (2000:
nil) would be included on satisfaction of such conditions.

Accounting for tolling agreements is currently under review by standard-setting
bodies in the United States. The Group accounting policy for these agreements
may change in 2002 depending on the progress of this review.

Royal Dutch/Shell Group of Companies G19



---



##### Table of Contents



(d)  Subsequent event
In conjunction with the formation in January 2002 of the Oil Products 50:50
joint venture with RWE-DEA in Germany, a Group company has a conditional
obligation to acquire the remaining interest between July 2003 and July 2004.

17   Accounts payable and accrued liabilities

|                                    |  |      |        |      |  |           |        | 
|----------------------------------- |  | ---- | ------ | ---- |  | --------- | ------ | 
|                                    |  |      |        |      |  | $ million
|                                   
|                                    |  | 2001 |        | 2000
|                                   
|Trade payables                      |  |      | 8,476  |      |  |           | 10,687 | 
|Amounts due to associated companies |  |      | 1,070  |      |  |           | 1,314  | 
|Pensions and similar obligations    |  |      | 193    |      |  |           | 187    | 
|Other payables (Note 13)            |  |      | 4,677  |      |  |           | 9,773  | 
|Accruals and deferred income        |  |      | 4,468  |      |  |           | 4,652  | 
|                                   
|                                    |  |      | 18,884 |      |  |           | 26,613 | 
|                                   

Other payables include amounts in respect of risk management activities; the
reduction during the year mainly reflects the decrease in US natural gas
prices.

18   Long-term liabilities  Other

This includes amounts in respect of risk management activities, advance
payments under long-term supply contracts, deposits, liabilities under staff
benefit programmes, deferred income and environmental liabilities. The amount
includes $754 million at December 31, 2001 (2000: $683 million) which does not
fall due until more than five years after the respective balance sheet dates.

G20 Royal Dutch/Shell Group of Companies



---



##### Table of Contents



19 Statement of Cash Flows

This statement reflects the cash flows arising from the activities of Group
companies as measured in their own currencies, translated to dollars at
quarterly average rates of exchange.

Accordingly, the cash flows recorded in the Statement of Cash Flows exclude
both the currency translation differences which arise as a result of
translating the assets and liabilities of non-dollar Group companies to dollars
at year-end rates of exchange (except for those arising on cash and cash
equivalents) and non-cash investing and financing activities. These currency
translation differences and non-cash investing and financing activities must
therefore be added to the cash flow movements at average rates in order to
arrive at the movements derived from the Statement of Assets and Liabilities.

|                                                                                                                                          |  |              |        |   |              |  |        |           |  |  |             |              |  |           |        |  
|----------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------ | - | ------------ |  | ------ | --------- |  |  | ----------- | ------------ |  | --------- | ------ | -
|2001                                                                                                                                      |  |              |        |   |              |  |        |           |  |  |             |              |  | $ million |       
|                                                                                                                                         
|                                                                                                                                          |  |              |        |   |              |  |        |           |  |  |             |              |  | Movements |       
|                                                                                                                                          |  | Movements    |        |   | Movements    |  |        |           |  |  |             | derived from | 
|                                                                                                                                          |  | arising from |        |   | from         |  |        |           |  |  |             | Statement of | 
|                                                                                                                                          |  | currency     |        |   | Statement of |  |        | Non-cash  |  |  | Assets and  |             
|                                                                                                                                          |  | translation  |        |   | Cash Flows   |  |        | movements |  |  | Liabilities |             
|                                                                                                                                         
|Tangible and intangible
fixed assets                                                                                                      |  |              | (1,222 | ) |              |  | 2,457  |           |  |  | 2,755       |              |  |           | 3,990  |  
|Investments  associates                                                                                                                  |  |              | (408   | ) |              |  | 472    |           |  |  | (694        | )            |  |           | (630   | )
|Other investments                                                                                                                         |  |              | (188   | ) |              |  | 184    |           |  |  | 263         |              |  |           | 259    |  
|Inventories                                                                                                                               |  |              | (334   | ) |              |  | (1,067 | )         |  |  | (142        | )            |  |           | (1,543 | )
|Accounts receivable                                                                                                                       |  |              | (529   | ) |              |  | (8,519 | )         |  |  | (96         | )            |  |           | (9,144 | )
|Cash and cash equivalents                                                                                                                 |  |              | (251   | ) |              |  | (4,510 | )         |  |  |            |              |  |           | (4,761 | )
|Short-term debt                                                                                                                           |  |              | 93     |   |              |  | 794    |           |  |  | (1,335      | )            |  |           | (448   | )
|Short-term part of
long-term debt                                                                                                         |  |              | 9      |   |              |  | (192   | )         |  |  |            |              |  |           | (183   | )
|Accounts payable and
accrued liabilities                                                                                                  |  |              | 103    |   |              |  | 7,787  |           |  |  | (161        | )            |  |           | 7,729  |  
|Taxes payable                                                                                                                             |  |              | 226    |   |              |  | 1,443  |           |  |  | (47         | )            |  |           | 1,622  |  
|Long-term debt                                                                                                                            |  |              | 71     |   |              |  | 1,005  |           |  |  | 1,162       |              |  |           | 2,238  |  
|Other long-term liabilities                                                                                                               |  |              | 128    |   |              |  | (286   | )         |  |  | (354        | )            |  |           | (512   | )
|Deferred taxation and
other provisions                                                                                                    |  |              | 287    |   |              |  | (129   | )         |  |  | (490        | )            |  |           | (332   | )
|Minority interests                                                                                                                        |  |              | 60     |   |              |  | 75     |           |  |  | (731        | )            |  |           | (596   | )
|Other                                                                                                                                     |  |              | (18    | ) |              |  | 1,402  |           |  |  | 1           |              |  |           | 1,385  |  
|Adjustment for Parent
Companies shares held
by Group companies and
Other comprehensive
income excluding currency
translation differences |  |              | 284    |   |              |  | 773    |           |  |  | (131        | )            |  |           |        |  
|                                                                                                                                         
|                                                                                                                                          |  |              | (1,689 | ) |              |  | 1,689  |           |  |  |            |              |  |           | (926   | )
|                                                                                                                                         

The main non-cash movements relate to the reclassification of an associate to a
Group company (see Note 6(b)) and the reclassification of debt from long-term
to short-term (see Note 15(a)).

Income taxes paid by Group companies totalled $9.3 billion in 2001 (2000: $8.8
billion; 1999: $4.6 billion). Interest paid by Group companies was $0.7 billion
in 2001 (2000: $0.9 billion; 1999: $1.0 billion).

Royal Dutch/Shell Group of CompaniesG21



---



##### Table of Contents



20 Employee emoluments and numbers

(a) Emoluments

|                                           |  |      |       |   |      |  |       |      |  |           |       |  
|------------------------------------------ |  | ---- | ----- | - | ---- |  | ----- | ---- |  | --------- | ----- | -
|                                           |  |      |       |   |      |  |       |      |  | $ million |      
|                                          
|                                           |  | 2001 |       |   | 2000 |  |       | 1999 | 
|                                          
|Remuneration                               |  |      | 4,651 |   |      |  | 4,560 |      |  |           | 4,980 |  
|Social law taxes                           |  |      | 395   |   |      |  | 390   |      |  |           | 467   |  
|Pensions and similar obligations (Note 21) |  |      | (580  | ) |      |  | (577  | )    |  |           | (10   | )
|                                          
|                                           |  |      | 4,466 |   |      |  | 4,373 |      |  |           | 5,437 |  
|                                          

(b) Average numbers

|                           |  |      |    |  |      |  |    |      |  |           |    | 
|-------------------------- |  | ---- | -- |  | ---- |  | -- | ---- |  | --------- | -- | 
|                           |  |      |    |  |      |  |    |      |  | thousands |   
|                          
|                           |  | 2001 |    |  | 2000 |  |    | 1999 | 
|                          
|Exploration and Production |  |      | 14 |  |      |  | 13 |      |  |           | 14 | 
|Gas & Power                |  |      | 2  |  |      |  | 2  |      |  |           | 1  | 
|Oil Products               |  |      | 58 |  |      |  | 58 |      |  |           | 57 | 
|Chemicals                  |  |      | 9  |  |      |  | 14 |      |  |           | 18 | 
|Corporate and Other        |  |      | 7  |  |      |  | 8  |      |  |           | 9  | 
|                          
|                           |  |      | 90 |  |      |  | 95 |      |  |           | 99 | 
|                          

(c) Year-end numbers

|                           |  |      |    |  |      |  |    |      |  |           |    | 
|-------------------------- |  | ---- | -- |  | ---- |  | -- | ---- |  | --------- | -- | 
|                           |  |      |    |  |      |  |    |      |  | thousands |   
|                          
|                           |  | 2001 |    |  | 2000 |  |    | 1999 | 
|                          
|Exploration and Production |  |      | 15 |  |      |  | 13 |      |  |           | 13 | 
|Gas & Power                |  |      | 2  |  |      |  | 2  |      |  |           | 1  | 
|Oil Products               |  |      | 58 |  |      |  | 58 |      |  |           | 56 | 
|Chemicals                  |  |      | 9  |  |      |  | 10 |      |  |           | 17 | 
|Corporate and Other        |  |      | 7  |  |      |  | 7  |      |  |           | 9  | 
|                          
|                           |  |      | 91 |  |      |  | 90 |      |  |           | 96 | 
|                          

In addition to remuneration above, there were charges in 2001 relating to
provisions for redundancy of $110 million (2000: $120 million; 1999: $386
million). In 1999 the charges relate to 4,500 employees, mainly in the
Exploration and Production, Oil Products and Chemicals segments; by December
31, 2001 substantially all of those affected had left employment.

The provision for redundancies at December 31, 2001 totalled $222 million
(2000: $300 million).

G22 Royal Dutch/Shell Group of Companies



---



##### Table of Contents



21 Employee retirement plans and other postretirement benefits

Retirement plans are provided for permanent employees of all major Group
companies. The nature of such plans varies according to the legal and fiscal
requirements and economic conditions of the country in which the employees are
engaged. Generally, the plans provide defined benefits based on employees
years of service and average final remuneration.

Some Group companies have established unfunded defined benefit plans to provide
certain postretirement health care and life insurance benefits to their
retirees, the entitlement to which is usually based on the employee remaining
in service up to retirement age and the completion of a minimum service period.

Plan assets principally comprise marketable securities and property holdings.

|                                                                                                           |  |      |        |   |      |                  |        |   |       |  |      |       |  |  |      |      |  |       |        |   |       |  |      |   |  |  |      |   |                |           |        |  
|---------------------------------------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | ---------------- | ------ | - | ----- |  | ---- | ----- |  |  | ---- | ---- |  | ----- | ------ | - | ----- |  | ---- | - |  |  | ---- | - | -------------- | --------- | ------ | -
|                                                                                                           |  |      |        |   |      |                  |        |   |       |  |      |       |  |  |      |      |  |       |        |   |       |  |      |   |  |  |      |   |                | $ million |       
|                                                                                                          
|                                                                                                           |  |      |        |   |      | Pension benefits |        |   |       |  |      |       |  |  |      |      |  |       |        |   |       |  |      |   |  |  |      |   | Other benefits |          
|                                                                                                           |  | 2001 |        |   | 2000 |                  |        |   |       |  |      |       |  |  |      |      |  |       |        |   |       |  |      |   |  |  |      |  
|                                                                                                           |  |      |        |   |     
|                                                                                                           |  |      |        |   |      |                  |        |   |       |  |      |       |  |  |      | 2001 |  |       |        |   |       |  |      |   |  |  | 2000 |  
|                                                                                                           |  |      |        |   |      |                  |       
|                                                                                                           |  |      |        |   |      | USA              |        |   | Other |  |      | Total |  |  | USA  |      |  | Other |        |   | Total | 
|                                                                                                          
|Change in benefit obligation                                                                               |  |      |        |   |      |                  |        |   |       |  |      |       |  |  |      |      |  |       |        |   |       |  |      |   |  |  |      |   |                |           |        |  
|Obligations for benefits based on
employee service to date at January 1                                    |  |      | 31,420 |   |      |                  | 30,808 |   |       |  | 838  |       |  |  | 262  |      |  |       | 1,100  |   |       |  | 728  |   |  |  | 322  |   |                |           | 1,050  |  
|Increase in present value of the obligation for benefits
based on employee service during the year         |  |      | 681    |   |      |                  | 681    |   |       |  | 10   |       |  |  | 3    |      |  |       | 13     |   |       |  | 10   |   |  |  | 4    |   |                |           | 14     |  
|Interest on the obligation for benefits in respect
of employee service in previous years                   |  |      | 1,784  |   |      |                  | 1,700  |   |       |  | 61   |       |  |  | 15   |      |  |       | 76     |   |       |  | 61   |   |  |  | 16   |   |                |           | 77     |  
|Benefit payments made                                                                                      |  |      | (1,559 | ) |      |                  | (1,651 | ) |       |  | (52  | )     |  |  | (18  | )    |  |       | (70    | ) |       |  | (48  | ) |  |  | (17  | ) |                |           | (65    | )
|Currency translation effects/other components                                                              |  |      | (87    | ) |      |                  | (118   | ) |       |  | 49   |       |  |  | 82   |      |  |       | 131    |   |       |  | 87   |   |  |  | (63  | ) |                |           | 24     |  
|                                                                                                          
|Obligations for benefits based on
employee service to date at December 31a                                 |  |      | 32,239 |   |      |                  | 31,420 |   |       |  | 906  |       |  |  | 344  |      |  |       | 1,250  |   |       |  | 838  |   |  |  | 262  |   |                |           | 1,100  |  
|                                                                                                          
|Change in plan assets                                                                                      |  |      |        |   |      |                  |        |   |       |  |      |       |  |  |      |      |  |       |        |   |       |  |      |   |  |  |      |   |                |           |        |  
|Plan assets held in trust at fair value at January 1                                                       |  |      | 42,333 |   |      |                  | 48,141 |   |       |  |      |       |  |  |      |      |  |       |        |   |       |  |      |   |  |  |      |   |                |           |        |  
|Actual return on plan assets                                                                               |  |      | (3,420 | ) |      |                  | (1,254 | ) |       |  |      |       |  |  |      |      |  |       |        |   |       |  |      |   |  |  |      |   |                |           |        |  
|Employer contributions                                                                                     |  |      | 173    |   |      |                  | 211    |   |       |  |      |       |  |  |      |      |  |       |        |   |       |  |      |   |  |  |      |   |                |           |        |  
|Plan participants contributions                                                                           |  |      | 11     |   |      |                  | 21     |   |       |  |      |       |  |  |      |      |  |       |        |   |       |  |      |   |  |  |      |   |                |           |        |  
|Benefit payments made                                                                                      |  |      | (1,559 | ) |      |                  | (1,651 | ) |       |  |      |       |  |  |      |      |  |       |        |   |       |  |      |   |  |  |      |   |                |           |        |  
|Currency translation effects/other components                                                              |  |      | (1,118 | ) |      |                  | (3,135 | ) |       |  |      |       |  |  |      |      |  |       |        |   |       |  |      |   |  |  |      |   |                |           |        |  
|                                                                                                          
|Plan assets held in trust at fair value at December 31a                                                    |  |      | 36,420 |   |      |                  | 42,333 |   |       |  |      |       |  |  |      |      |  |       |        |   |       |  |      |   |  |  |      |   |                |           |        |  
|                                                                                                          
|Plan assets in excess of/(less than) the present value
of obligations for benefits at December 31          |  |      | 4,181  |   |      |                  | 10,913 |   |       |  | (906 | )     |  |  | (344 | )    |  |       | (1,250 | ) |       |  | (838 | ) |  |  | (262 | ) |                |           | (1,100 | )
|Unrecognised net (gains)/losses remaining from the
adoption of current method of determining pension costs |  |      | (62    | ) |      |                  | (136   | ) |       |  |      |       |  |  |      |      |  |       |        |   |       |  |      |   |  |  |      |   |                |           |        |  
|Unrecognised net (gains)/losses since adoption                                                             |  |      | (1,334 | ) |      |                  | (9,120 | ) |       |  | 61   |       |  |  | 105  |      |  |       | 166    |   |       |  | 11   |   |  |  | 12   |   |                |           | 23     |  
|Unrecognised prior service cost/(credit)                                                                   |  |      | 1,016  |   |      |                  | 1,159  |   |       |  | (4   | )     |  |  | (1   | )    |  |       | (5     | ) |       |  | (7   | ) |  |  |     |   |                |           | (7     | )
|                                                                                                          
|Net amount recognised                                                                                      |  |      | 3,801  |   |      |                  | 2,816  |   |       |  | (849 | )     |  |  | (240 | )    |  |       | (1,089 | ) |       |  | (834 | ) |  |  | (250 | ) |                |           | (1,084 | )
|                                                                                                          
|Amounts recognised in the
Statement of Assets and Liabilities consist of:                                  |  |      |        |   |      |                  |        |   |       |  |      |       |  |  |      |      |  |       |        |   |       |  |      |   |  |  |      |   |                |           |        |  
|Prepaid benefit costs                                                                                      |  |      | 4,714  |   |      |                  | 3,844  |   |       |  |      |       |  |  |      |      |  |       |        |   |       |  |      |   |  |  |      |   |                |           |        |  
|Accrued benefit liabilities                                                                                |  |      | (1,435 | ) |      |                  | (1,341 | ) |       |  | (849 | )     |  |  | (240 | )    |  |       | (1,089 | ) |       |  | (834 | ) |  |  | (250 | ) |                |           | (1,084 | )
|Accumulated other comprehensive income                                                                     |  |      | 522    |   |      |                  | 313    |   |       |  |      |       |  |  |      |      |  |       |        |   |       |  |      |   |  |  |      |   |                |           |        |  
|                                                                                                          
|Net amount recognised                                                                                      |  |      | 3,801  |   |      |                  | 2,816  |   |       |  | (849 | )     |  |  | (240 | )    |  |       | (1,089 | ) |       |  | (834 | ) |  |  | (250 | ) |                |           | (1,084 | )
|                                                                                                          



|a |  | For employee retirement plans with benefit obligation in excess of plan assets, the respective amounts at December 31, 2001 were benefit obligations of
$2,590 million (2000: $2,526 million) and plan assets of $1,698 million (2000: $1,767 million). The obligation for pension benefits at December 31, 2001
in respect of unfunded plans was $621 million (2000: $623 million).
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Royal Dutch/Shell Group of Companies G23



---



##### Table of Contents



21 Employee retirement plans and other postretirement benefits continued

Benefit costs for the year comprise:

|                                       |  |      |        |   |      |                  |        |      |       |  |        |       |  |  |     |   |  |       |      |  |       |  |    |     |  |  |       |   |  |       |    |  |  |  |    |   |  |  |    |      |                |  |    |  |  |           |   
|-------------------------------------- |  | ---- | ------ | - | ---- | ---------------- | ------ | ---- | ----- |  | ------ | ----- |  |  | --- | - |  | ----- | ---- |  | ----- |  | -- | --- |  |  | ----- | - |  | ----- | -- |  |  |  | -- | - |  |  | -- | ---- | -------------- |  | -- |  |  | --------- | --
|                                       |  |      |        |   |      |                  |        |      |       |  |        |       |  |  |     |   |  |       |      |  |       |  |    |     |  |  |       |   |  |       |    |  |  |  |    |   |  |  |    |      |                |  |    |  |  | $ million
|                                      
|                                       |  |      |        |   |      | Pension benefits |        |      |       |  |        |       |  |  |     |   |  |       |      |  |       |  |    |     |  |  |       |   |  |       |    |  |  |  |    |   |  |  |    |      | Other benefits
|                                       |  |      |        |   |      |                 
|                                       |  | 2001 |        |   | 2000 |                  |        | 1999 |       |  |        |       |  |  |     |   |  |       | 2001 |  |       |  |    |     |  |  |       |   |  | 2000  |    |  |  |  |    |   |  |  |    | 1999
|                                       |  |      |        |   |      |                  |        |      |       |  |        |      
|                                       |  |      |        |   |      | USA              |        |      | Other |  |        | Total |  |  | USA |   |  | Other |      |  | Total |  |    | USA |  |  | Other |   |  | Total
|                                      
|Service cost                           |  |      | 681    |   |      |                  | 681    |      |       |  | 758    |       |  |  | 10  |   |  |       | 3    |  |       |  | 13 |     |  |  | 10    |   |  |       | 4  |  |  |  | 14 |   |  |  | 17 |      |                |  | 10 |  |  |           | 27
|Interest cost                          |  |      | 1,784  |   |      |                  | 1,700  |      |       |  | 1,719  |       |  |  | 61  |   |  |       | 15   |  |       |  | 76 |     |  |  | 61    |   |  |       | 16 |  |  |  | 77 |   |  |  | 54 |      |                |  | 17 |  |  |           | 71
|Expected return
on plan assets         |  |      | (3,005 | ) |      |                  | (2,839 | )    |       |  | (2,637 | )     |  |  |     |   |  |       |      |  |       |  |    |     |  |  |       |   |  |       |    |  |  |  |    |   |  |  |    |      |                |  |    |  |  |           |   
|Net total of other
components          |  |      | (216   | ) |      |                  | (284   | )    |       |  | (32    | )     |  |  | (2  | ) |  |       | 2    |  |       |  |   |     |  |  | (3    | ) |  |       | 2  |  |  |  | (1 | ) |  |  | (3 | )    |                |  | 3  |  |  |           |  
|                                      
|Cost of defined
benefit plans          |  |      | (756   | ) |      |                  | (742   | )    |       |  | (192   | )     |  |  | 69  |   |  |       | 20   |  |       |  | 89 |     |  |  | 68    |   |  |       | 22 |  |  |  | 90 |   |  |  | 68 |      |                |  | 30 |  |  |           | 98
|Payments to defined
contribution plans |  |      | 87     |   |      |                  | 75     |      |       |  | 84     |       |  |  |     |   |  |       |      |  |       |  |    |     |  |  |       |   |  |       |    |  |  |  |    |   |  |  |    |      |                |  |    |  |  |           |   
|                                      
|                                       |  |      | (669   | ) |      |                  | (667   | )    |       |  | (108   | )     |  |  | 69  |   |  |       | 20   |  |       |  | 89 |     |  |  | 68    |   |  |       | 22 |  |  |  | 90 |   |  |  | 68 |      |                |  | 30 |  |  |           | 98
|                                      

Discount rates, projected rates of remuneration growth and expected rates of
return on plan assets vary for the different plans as they are determined in
the light of local conditions. The weighted averages applicable for the
principal plans in the Group are:

|                                                         |  |      |     |   |      |                  |     |   |       |  |      |      |  |      |       |   |      |  |      |      |                |  |     |  
|-------------------------------------------------------- |  | ---- | --- | - | ---- | ---------------- | --- | - | ----- |  | ---- | ---- |  | ---- | ----- | - | ---- |  | ---- | ---- | -------------- |  | --- | -
|                                                        
|                                                         |  |      |     |   |      | Pension benefits |     |   |       |  |      |      |  |      |       |   |      |  |      |      | Other benefits | 
|                                                         |  |      |     |   |      |                 
|                                                         |  | 2001 |     |   | 2000 |                  |     |   |       |  |      | 2001 |  |      |       |   |      |  | 2000 |     
|                                                         |  |      |     |   |      |                  |     |   |       | 
|                                                         |  |      |     |   |      | USA              |     |   | Other |  |      | USA  |  |      | Other |  
|                                                        
|Discount rate                                            |  |      | 6.0 | % |      |                  | 6.1 | % |       |  | 7.0  | %    |  |      | 6.0   | % |      |  | 7.5  | %    |                |  | 6.3 | %
|Projected rate of remuneration growth                    |  |      | 4.0 | % |      |                  | 4.0 | % |       |  |      |      |  |      |       |   |      |  |      |      |                |  |     |  
|Expected rate of return on plan assets                   |  |      | 7.8 | % |      |                  | 7.7 | % |       |  |      |      |  |      |       |   |      |  |      |      |                |  |     |  
|Health care cost trend rate in year after reporting year |  |      |     |   |      |                  |     |   |       |  | 6.5  | %    |  |      | 4.7   | % |      |  | 7.0  | %    |                |  | 2.8 | %
|Ultimate health care cost trend rate                     |  |      |     |   |      |                  |     |   |       |  | 5.0  | %    |  |      | 2.9   | % |      |  | 5.0  | %    |                |  | 1.5 | %
|Year ultimate health care cost trend rate is applicable  |  |      |     |   |      |                  |     |   |       |  | 2005 |      |  | 2003 |       |   | 2005 |  |      | 2002
|                                                        

The effect of a one percentage point increase/(decrease) in the annual rate of
increase in the assumed health care cost trend rates would be to
increase/(decrease) annual postretirement benefit cost by approximately $15
million/($13 million) and the accumulated postretirement benefit obligation by
approximately $168 million/($143 million).

G24 Royal Dutch/Shell Group of Companies



---



##### Table of Contents



22    Stock options and Parent Companies shares held by Group companies

Certain Group companies have outstanding stock options granted to executives
and other employees of those and other Group companies. The options are
granted, according to the particular option plan, for periods of not more than
five or ten years at prices not less than the market value at the date of
granting the option. Options for periods of ten years are subject to a vesting
period of three years.

A Stock Option Scheme has been in operation for over 30 years providing stock
options to the most senior executives of the Group outside the USA and Canada
from time to time. From 2000 onwards 50% of the stock options granted to the
most senior executives were made subject to performance conditions with a
three-year vesting period. Also from 2000 onwards, stock options were granted
to senior and key staff of a US Group company for a period of ten years with a
one to three year vesting period and, for senior staff, subject to similar
performance conditions.

Beginning in 1995, options were granted to a larger group of over 1,100
managers, and in 2001, selectively to an additional 6,000 employees.

The following table shows, in respect of these plans, the number of shares
under option at the beginning of the year, the number of options granted,
exercised and expired during the year and the number of shares under option at
December 31, 2001, together with their weighted average exercise price
translated at the respective year-end exchange rates:

|                                  |  |  |             |        |   |       |                 |       |             |  |  |        |   |                 |             |      |  |       |  |       |               |     |  |      
|--------------------------------- |  |  | ----------- | ------ | - | ----- | --------------- | ----- | ----------- |  |  | ------ | - | --------------- | ----------- | ---- |  | ----- |  | ----- | ------------- | --- |  | -----
|                                  |  |  |             |        |   |       | Royal Dutch     |       |             |  |  |        |   | Shell Transport |             |      |  |       |  |       | Shell Canada 
|                                  |  |  |             |        |   |       | ordinary shares |       |             |  |  |        |   | Ordinary shares |             |      |  |       |  |       | common shares | (a)
|                                  |  |  |             |        |   |       |                 |       |            
|                                  |  |  |             |        |   |       | Weighted        |       |             |  |  |        |   | Weighted        |             |      |  |       |  |       | Weighted     
|                                  |  |  |             |        |   |       | average         |       |             |  |  |        |   | average         |             |      |  |       |  |       | average      
|                                  |  |  |             |        |   |       | exercise        |       |             |  |  |        |   | exercise        |             |      |  |       |  |       | exercise     
|                                  |  |  | Number      |        |   | price |                 |       | Number      |  |  | price  |   |                 | Number      |      |  | price
|                                  |  |  | (thousands) |        |   | ($)   |                 |       | (thousands) |  |  | ($)    |   |                 | (thousands) |      |  | ($)  
|                                 
|Under option at December 31, 2000 |  |  |             | 10,214 |   |       |                 | 47.86 |             |  |  | 41,937 |   |                 |             | 6.34 |  |       |  | 2,560 |               |     |  | 15.81
|Granted                           |  |  |             | 11,302 |   |       |                 | 59.24 |             |  |  | 30,601 |   |                 |             | 8.33 |  |       |  | 1,311 |               |     |  | 22.95
|Exercised                         |  |  |             | (886   | ) |       |                 | 34.23 |             |  |  | (6,882 | ) |                 |             | 5.21 |  |       |  | (240  | )             |     |  | 13.59
|Expired                           |  |  |             | (229   | ) |       |                 | 41.65 |             |  |  | (644   | ) |                 |             | 5.97 |  |       |  | (15   | )             |     |  | 20.13
|                                 
|Under option at December 31, 2001 |  |  |             | 20,401 |   |       |                 | 54.10 |             |  |  | 65,012 |   |                 |             | 7.30 |  |       |  | 3,616 |               |     |  | 17.89
|                                 



|a |  | Unissued.
|- |  | ---------

The following tables provide further information about the options outstanding
at December 31, 2001:

|                         |  |             |  |         |  |                     |  |                     |  |       |  |       |  |                             |  |       |  |  |  |      
|------------------------ |  | ----------- |  | ------- |  | ------------------- |  | ------------------- |  | ----- |  | ----- |  | --------------------------- |  | ----- |  |  |  | -----
|                         |  |             |  |         |  |                     |  |                     |  |       |  |       |  | Royal Dutch ordinary shares
|                        
|                         |  |             |  |         |  | Options outstanding |  | Options exercisable
|                         |  |             |  |         | 
|                         |  |             |  |         |  | Weighted            |  |                     |  |       |  |       |  |                             |  |       |  | 
|                         |  |             |  |         |  | average             |  | Weighted            |  |       |  |       |  | Weighted                   
|                         |  |             |  |         |  | remaining           |  | average             |  |       |  |       |  | average                    
|                         |  |             |  |         |  | contractual         |  | exercise            |  |       |  |       |  | exercise                   
|                         |  | Number      |  | life    |  | price               |  | Number              |  | price
|Range of exercise prices |  | (thousands) |  | (years) |  | ($)                 |  | (thousands)         |  | ($)  
|                        
|$35 to $40               |  |             |  | 1,993   |  |                     |  | 7.0                 |  |       |  | 36.42 |  |                             |  | 1,993 |  |  |  | 36.42
|$40 to $45               |  |             |  | 1,533   |  |                     |  | 4.5                 |  |       |  | 43.28 |  |                             |  | 1,533 |  |  |  | 43.28
|$45 to $50               |  |             |  | 159     |  |                     |  | 9.8                 |  |       |  | 49.80 |  |                             |  |      |  |  |  |     
|$50 to $55               |  |             |  | 5,618   |  |                     |  | 8.2                 |  |       |  | 52.35 |  |                             |  | 866   |  |  |  | 52.08
|$55 to $60               |  |             |  | 3,339   |  |                     |  | 9.2                 |  |       |  | 55.59 |  |                             |  | 198   |  |  |  | 56.47
|$60 to $65               |  |             |  | 7,759   |  |                     |  | 9.1                 |  |       |  | 61.48 |  |                             |  | 9     |  |  |  | 61.71
|                        
|$35 to $65               |  |             |  | 20,401  |  |                     |  | 8.4                 |  |       |  | 54.10 |  |                             |  | 4,599 |  |  |  | 42.57
|                        

Royal Dutch/Shell Group of Companies G25





---



##### Table of Contents



22  Stock options and Parent Companies shares held by Group companies continued

|                         |  |  |             |  |  |                     |             |                     |  |  |          |  |  |                                 |             |  |  |  |          |  | 
|------------------------ |  |  | ----------- |  |  | ------------------- | ----------- | ------------------- |  |  | -------- |  |  | ------------------------------- | ----------- |  |  |  | -------- |  | 
|                         |  |  |             |  |  |                     |             |                     |  |  |          |  |  | Shell Transport Ordinary shares
|                        
|                         |  |  |             |  |  | Options outstanding |             | Options exercisable
|                         |  |  |             |  |  |                     |             |                    
|                         |  |  |             |  |  |                     | Weighted   
|                         |  |  |             |  |  |                     | average     |                     |  |  | Weighted |  |  |                                 |             |  |  |  | Weighted
|                         |  |  |             |  |  |                     | remaining   |                     |  |  | average  |  |  |                                 |             |  |  |  | average 
|                         |  |  |             |  |  |                     | contractual |                     |  |  | exercise |  |  |                                 |             |  |  |  | exercise
|                         |  |  | Number      |  |  |                     | life        |                     |  |  | price    |  |  |                                 | Number      |  |  |  | price   
|Range of exercise prices |  |  | (thousands) |  |  |                     | (years)     |                     |  |  | ($)      |  |  |                                 | (thousands) |  |  |  | ($)     
|                        
|$5 to $6                 |  |  | 12,088      |  |  |                     | 7.0         |                     |  |  | 5.26     |  |  |                                 | 12,088      |  |  |  | 5.26     | 
|$6 to $7                 |  |  | 8,972       |  |  |                     | 5.2         |                     |  |  | 6.37     |  |  |                                 | 8,972       |  |  |  | 6.37     | 
|$7 to $8                 |  |  | 13,544      |  |  |                     | 8.3         |                     |  |  | 7.32     |  |  |                                 |            |  |  |  |         | 
|$8 to $9                 |  |  | 30,408      |  |  |                     | 9.3         |                     |  |  | 8.37     |  |  |                                 |            |  |  |  |         | 
|                        
|$5 to $9                 |  |  | 65,012      |  |  |                     | 8.1         |                     |  |  | 7.30     |  |  |                                 | 21,060      |  |  |  | 5.73     | 
|                        

The proforma impact on net income and earnings per share of the aforementioned
options calculated in accordance with FAS 123 is not significant.

In connection with other incentive compensation plans linked to the
appreciation in value of Royal Dutch ordinary shares and of Shell Transport
Ordinary shares, 9,185,957 (2000: 8,603,200) Royal Dutch ordinary shares and
385,800 (2000: nil) Shell Transport Ordinary shares were held by Group
companies at December 31, 2001 in order to hedge a portion of these plans
obligations. The carrying amount of these shares at December 31, 2001 is $422
million (2000: $505 million) and $2 million (2000: nil) respectively.

The Shell Petroleum Company Limited and Shell Petroleum N.V. each operate a
savings-related stock option scheme, under which options are granted over
shares of Shell Transport at prices not less than the market value on a date
not more than 30 days before the date of the grant of option and are normally
exercisable after completion of a three-year or five-year contractual savings
period. The following table shows, in respect of these plans, the number of
Shell Transport Ordinary shares under option at the beginning of the year, the
number of options granted, exercised and expired during the year and the number
of shares under option at December 31, 2001.

|                                  |  |           |        |  
|--------------------------------- |  | --------- | ------ | -
|                                  |  | thousands
|                                 
|Under option at December 31, 2000 |  |           | 19,538 |  
|Granted                           |  |           | 4,291  |  
|Exercised                         |  |           | (4,818 | )
|Expired                           |  |           | (1,462 | )
|                                 
|Under option at December 31, 2001 |  |           | 17,549 |  
|                                 

Parent Companies shares held by Group companies at December 31 in connection
with stock option plans were as follows:

|                                |  |  |            |  |  |  |            | 
|------------------------------- |  |  | ---------- |  |  |  | ---------- | 
|                               
|                                |  |  | 2001       |  |  |  | 2000      
|                               
|Royal Dutch ordinary shares     |  |  | 17,428,720 |  |  |  | 8,092,206  | 
|Shell Transport Ordinary shares |  |  | 80,448,200 |  |  |  | 60,277,872 | 
|                               

In 2001 a savings-related share purchase plan was implemented giving eligible
employees the opportunity to buy Royal Dutch ordinary shares or Shell Transport
Ordinary shares, with the Group adding 15% after a specified holding period. At
December 31, 2001, 25,990 Royal Dutch ordinary shares (2000: nil) and 77,627
Shell Transport Ordinary shares (2000: nil) were held by Group companies in
connection with this plan.

In addition, 33,600 shares of Royal Dutch were held by Group companies at
December 31, 2001 and 2000.

The net cost of shares held under the options and savings-related plans at
December 31, 2001 is $1,529 million (2000: $806 million) and, together with the
shares with a carrying amount of $424 million (2000: $505 million) held in
connection with other incentive compensation plans, is reflected as a deduction
from Parent Companies interest in Group net assets.

G26 Royal Dutch/Shell Group of Companies



---



##### Table of Contents



23 Decommissioning and restoration costs

For the purposes of calculating provisions for decommissioning and restoration
costs, estimated total ultimate liabilities of $4.3 billion at December 31,
2001 (2000: $3.6 billion) were used. Such estimates are subject to various
regulatory and technological developments.

New US accounting standard FAS 143 (Asset Retirement Obligations) requires that
an entity shall recognise the discounted ultimate liability for an asset
retirement obligation in the period in which it is incurred together with an
offsetting asset. This standard will be effective for the Group from 2003.

24 Information by geographical area and by industry segment

(a) Geographical area

|                         |  |          |         |  |        |      |        |          |  |  |         |      |  |          |        |  |        |      |         |  |  |           |        | 
|------------------------ |  | -------- | ------- |  | ------ | ---- | ------ | -------- |  |  | ------- | ---- |  | -------- | ------ |  | ------ | ---- | ------- |  |  | --------- | ------ | 
|                         |  |          |         |  |        |      |        |          |  |  |         |      |  |          |        |  |        |      |         |  |  | $ million |       
|                        
|                         |  |          |         |  |        | 2001 |        |          |  |  |         | 2000 |  |          |        |  |        | 1999
|                         |  |          |         |  |        |      |        |          |  |  |         |     
|                         |  | Net      |         |  | Fixed  |      |        | Net      |  |  | Fixed   |      |  | Net      |        |  | Fixed  |     
|                         |  | proceeds |         |  | assets |      |        | proceeds |  |  | assets  |      |  | proceeds |        |  | assets |     
|                        
|Europe                   |  |          | 62,259  |  |        |      | 19,286 |          |  |  | 68,060  |      |  |          | 22,102 |  |        |      | 51,820  |  |  |           | 26,336 | 
|Other Eastern Hemisphere |  |          | 31,866  |  |        |      | 26,513 |          |  |  | 34,144  |      |  |          | 22,767 |  |        |      | 21,068  |  |  |           | 23,612 | 
|USA                      |  |          | 21,095  |  |        |      | 17,651 |          |  |  | 26,089  |      |  |          | 15,884 |  |        |      | 17,306  |  |  |           | 19,815 | 
|Other Western Hemisphere |  |          | 19,991  |  |        |      | 9,899  |          |  |  | 20,853  |      |  |          | 8,977  |  |        |      | 15,172  |  |  |           | 8,766  | 
|                        
|Total Group              |  |          | 135,211 |  |        |      | 73,349 |          |  |  | 149,146 |      |  |          | 69,730 |  |        |      | 105,366 |  |  |           | 78,529 | 
|                        

(b) Industry segment

|                                                                |                                     |             |         |         |  |            |        |        |       |  |        |          |   |  |           |        |   |  |           |           |   |  |        |     |  
|--------------------------------------------------------------- | ----------------------------------- | ----------- | ------- | ------- |  | ---------- | ------ | ------ | ----- |  | ------ | -------- | - |  | --------- | ------ | - |  | --------- | --------- | - |  | ------ | --- | -
|2001                                                            |                                     |             |         |         |  |            |        |        |       |  |        |          |   |  |           |        |   |  | $ million |          
|                                                               
|                                                                |                                     | Exploration |         |         |  |            |        |        |       |  |        |          |   |  |           |        |   |  |          
|                                                                |                                     |             | Total   |         |  | and        |        |        | Gas & |  |        | Oil      |   |  |           |        |   |  |           | Corporate |  
|                                                                |                                     |             | Group   |         |  | Production |        |        | Power |  |        | Products |   |  | Chemicals |        |   |  | and Other |          
|                                                               
|Sales                                                           |                                     |             |         |         |  |            |        |        |       |  |        |          |   |  |           |        |   |  |           |           |   |  |        |    
|                                                                | third parties                       |             |         | 135,211 |  |            |        | 12,137 |       |  |        | 15,721   |   |  |           | 93,517 |   |  |           | 13,260    |   |  |        | 576 |  
|                                                                | inter-segment                       |             |         |         |  |            |        | 13,951 |       |  |        | 705      |   |  |           | 2,108  |   |  |           | 990       |   |  |        | 2   |  
|                                                               
|Net proceeds                                                    |                                     |             |         |         |  |            | 26,088 |        |       |  | 16,426 |          |   |  | 95,625    |        |   |  | 14,250    |           |   |  | 578    |    
|                                                               
|Operating profit/(loss)
Group companies                         |                                     |             | 16,961  |         |  |            | 14,256 |        |       |  | 538    |          |   |  | 2,631     |        |   |  | 124       |           |   |  | (588   | )  
|                                                                | Group share of associated companies |             |         | 3,041   |  |            |        | 1,532  |       |  |        | 941      |   |  |           | 654    |   |  |           | (27       | ) |  |        | (59 | )
|                                                               
|                                                                |                                     |             | 20,002  |         |  |            | 15,788 |        |       |  | 1,479  |          |   |  | 3,285     |        |   |  | 97        |           |   |  | (647   | )  
|Interest and other income                                       |                                     |             | 1,059   |         |  |            | 52     |        |       |  | 128    |          |   |  | (12       | )      |   |  | 2         |           |   |  | 889    |    
|Interest expense                                                |                                     |             | 1,133   |         |  |            |        |        |       |  |        |          |   |  |           |        |   |  |           |           |   |  | 1,133  |    
|Currency exchange gains/(losses)                                |                                     |             | (30     | )       |  |            | (4     | )      |       |  | 4      |          |   |  | (50       | )      |   |  | (6        | )         |   |  | 26     |    
|Taxation                                                        |                                     |             | 8,694   |         |  |            | 7,813  |        |       |  | 385    |          |   |  | 891       |        |   |  | (137      | )         |   |  | (258   | )  
|Income applicable to minority interests                         |                                     |             | 352     |         |  |            |        |        |       |  |        |          |   |  |           |        |   |  |           |           |   |  |        |    
|                                                               
|Net income                                                      |                                     |             | 10,852  |         |  |            | 8,023  |        |       |  | 1,226  |          |   |  | 2,332     |        |   |  | 230       |           |   |  | (607   | )  
|                                                               
|Total assets at December 31                                     |                                     |             | 111,543 |         |  |            | 39,918 |        |       |  | 11,815 |          |   |  | 37,545    |        |   |  | 12,056    |           |   |  | 10,209 |    
|Investments in associated companies at December 31              |                                     |             | 18,018  |         |  |            | 3,462  |        |       |  | 4,614  |          |   |  | 6,072     |        |   |  | 3,739     |           |   |  | 131    |    
|Capital expenditure and new investments in associated companies |                                     |             | 10,700  |         |  |            | 7,164  |        |       |  | 908    |          |   |  | 1,527     |        |   |  | 760       |           |   |  | 341    |    
|Depreciation, depletion and amortisation charge                 |                                     |             |         |         |  |            |        |        |       |  |        |          |   |  |           |        |   |  |           |           |   |  |        |    
|                                                                | Impairment                          |             |         | 88      |  |            |        | 8      |       |  |        | (8       | ) |  |           | (4     | ) |  |           | 40        |   |  |        | 52  |  
|                                                                | Other                               |             |         | 6,029   |  |            |        | 3,826  |       |  |        | 114      |   |  |           | 1,621  |   |  |           | 364       |   |  |        | 104 |  
|                                                               

Royal Dutch/Shell Group of CompaniesG27



---



##### Table of Contents



24 Information by geographical area and by industry segment

(b) Industry segment continued

|                                                                |                                     |  |         |         |            |  |             |        |          |  |           |        |           |  |           |         |  |  |           |        |  |  |        |      |  
|--------------------------------------------------------------- | ----------------------------------- |  | ------- | ------- | ---------- |  | ----------- | ------ | -------- |  | --------- | ------ | --------- |  | --------- | ------- |  |  | --------- | ------ |  |  | ------ | ---- | -
|2000                                                            |                                     |  |         |         |            |  |             |        |          |  |           |        |           |  |           |         |  |  | $ million
|                                                               
|                                                                |                                     |  |         |         |            |  | Exploration
|                                                                |                                     |  | Total   |         | and        |  | Gas &       |        | Oil      |  |           |        |           |  | Corporate
|                                                                |                                     |  | Group   |         | Production |  | Power       |        | Products |  | Chemicals |        | and Other
|                                                               
|Sales                                                           |                                     |  |         |         |            |  |             |        |          |  |           |        |           |  |           |         |  |  |           |        |  |  |        |     
|                                                                | third parties                       |  |         | 149,146 |            |  |             | 13,468 |          |  |           | 15,991 |           |  |           | 104,002 |  |  |           | 15,205 |  |  |        | 480  |  
|                                                                | inter-segment                       |  |         |         |            |  |             | 14,326 |          |  |           | 496    |           |  |           | 2,280   |  |  |           | 1,102  |  |  |        |     |  
|                                                               
|Net proceeds                                                    |                                     |  |         |         |            |  | 27,794      |        |          |  | 16,487    |        |           |  | 106,282   |         |  |  | 16,307    |        |  |  | 480    |     
|                                                               
|Operating profit/(loss)                                         |                                     |  |         |         |            |  |             |        |          |  |           |        |           |  |           |         |  |  |           |        |  |  |        |     
|                                                                | Group companies                     |  |         | 20,641  |            |  |             | 17,681 |          |  |           | (360   | )         |  |           | 2,789   |  |  |           | 876    |  |  |        | (345 | )
|                                                                | Group share of associated companies |  |         | 3,859   |            |  |             | 2,007  |          |  |           | 646    |           |  |           | 990     |  |  |           | 240    |  |  |        | (24  | )
|                                                                |                                     |  | 24,500  |         |            |  | 19,688      |        |          |  | 286       |        |           |  | 3,779     |         |  |  | 1,116     |        |  |  | (369   | )   
|Interest and other income                                       |                                     |  | 974     |         |            |  | 15          |        |          |  | 83        |        |           |  | 92        |         |  |  | 6         |        |  |  | 778    |     
|Interest expense                                                |                                     |  | 1,324   |         |            |  |             |        |          |  |           |        |           |  |           |         |  |  |           |        |  |  | 1,324  |     
|Currency exchange gains/(losses)                                |                                     |  | (114    | )       |            |  | 8           |        |          |  | 6         |        |           |  | (35       | )       |  |  | 9         |        |  |  | (102   | )   
|Taxation                                                        |                                     |  | 11,273  |         |            |  | 9,652       |        |          |  | 263       |        |           |  | 1,399     |         |  |  | 139       |        |  |  | (180   | )   
|Income applicable to minority interests                         |                                     |  | 44      |         |            |  |             |        |          |  |           |        |           |  |           |         |  |  |           |        |  |  |        |     
|                                                               
|Net income                                                      |                                     |  | 12,719  |         |            |  | 10,059      |        |          |  | 112       |        |           |  | 2,437     |         |  |  | 992       |        |  |  | (837   | )   
|                                                               
|Total assets at December 31                                     |                                     |  | 122,498 |         |            |  | 36,155      |        |          |  | 17,767    |        |           |  | 41,860    |         |  |  | 12,989    |        |  |  | 13,727 |     
|Investments in associated companies at December 31              |                                     |  | 18,648  |         |            |  | 4,225       |        |          |  | 3,929     |        |           |  | 6,527     |         |  |  | 3,899     |        |  |  | 68     |     
|Capital expenditure and new investments in associated companies |                                     |  | 7,370   |         |            |  | 3,994       |        |          |  | 769       |        |           |  | 1,456     |         |  |  | 977       |        |  |  | 174    |     
|Depreciation, depletion and amortisation charge                 |                                     |  |         |         |            |  |             |        |          |  |           |        |           |  |           |         |  |  |           |        |  |  |        |     
|                                                                | Impairment                          |  |         | 1,785   |            |  |             | 105    |          |  |           | 697    |           |  |           | 824     |  |  |           | 104    |  |  |        | 55   |  
|                                                                | Other                               |  |         | 6,100   |            |  |             | 3,464  |          |  |           | 144    |           |  |           | 1,766   |  |  |           | 620    |  |  |        | 106  |  
|                                                               

|                                                                |               |  |         |         |            |  |             |       |          |  |           |       |           |  |           |        |  |  |           |        |  |  |       |     | 
|--------------------------------------------------------------- | ------------- |  | ------- | ------- | ---------- |  | ----------- | ----- | -------- |  | --------- | ----- | --------- |  | --------- | ------ |  |  | --------- | ------ |  |  | ----- | --- | 
|1999                                                            |               |  |         |         |            |  |             |       |          |  |           |       |           |  |           |        |  |  | $ million
|                                                               
|                                                                |               |  |         |         |            |  | Exploration
|                                                                |               |  | Total   |         | and        |  | Gas &       |       | Oil      |  |           |       |           |  | Corporate
|                                                                |               |  | Group   |         | Production |  | Power       |       | Products |  | Chemicals |       | and Other
|                                                               
|Sales                                                           |               |  |         |         |            |  |             |       |          |  |           |       |           |  |           |        |  |  |           |        |  |  |       |    
|                                                                | third parties |  |         | 105,366 |            |  |             | 9,474 |          |  |           | 9,729 |           |  |           | 72,450 |  |  |           | 12,886 |  |  |       | 827 | 
|                                                                | inter-segment |  |         |         |            |  |             | 8,849 |          |  |           | 295   |           |  |           | 1,570  |  |  |           | 748    |  |  |       |    | 
|                                                               
|Net proceeds                                                    |               |  |         |         |            |  | 18,323      |       |          |  | 10,024    |       |           |  | 74,020    |        |  |  | 13,634    |        |  |  | 827   |    
|                                                               
|Operating profit/(loss)                                         |               |  |         |         |            |  |             |       |          |  |           |       |           |  |           |        |  |  |           |        |  |  |       |    
|Group companies                                                 |               |  | 12,911  |         |            |  | 8,510       |       |          |  | 84        |       |           |  | 3,646     |        |  |  | 880       |        |  |  | (209  | )  
|Group share of associated companies                             |               |  | 2,321   |         |            |  | 1,016       |       |          |  | 447       |       |           |  | 619       |        |  |  | 249       |        |  |  | (10   | )  
|                                                               
|                                                                |               |  | 15,232  |         |            |  | 9,526       |       |          |  | 531       |       |           |  | 4,265     |        |  |  | 1,129     |        |  |  | (219  | )  
|Interest and other income                                       |               |  | 541     |         |            |  | (80         | )     |          |  | 64        |       |           |  | 9         |        |  |  | (2        | )      |  |  | 550   |    
|Interest expense                                                |               |  | 1,253   |         |            |  |             |       |          |  |           |       |           |  |           |        |  |  |           |        |  |  | 1,253 |    
|Currency exchange gains/(losses)                                |               |  | 1       |         |            |  | (12         | )     |          |  | 2         |       |           |  | (25       | )      |  |  | 4         |        |  |  | 32    |    
|Taxation                                                        |               |  | 5,696   |         |            |  | 4,681       |       |          |  | 199       |       |           |  | 1,073     |        |  |  | 67        |        |  |  | (324  | )  
|Income applicable to minority interests                         |               |  | 241     |         |            |  |             |       |          |  |           |       |           |  |           |        |  |  |           |        |  |  |       |    
|                                                               
|Net income                                                      |               |  | 8,584   |         |            |  | 4,753       |       |          |  | 398       |       |           |  | 3,176     |        |  |  | 1,064     |        |  |  | (566  | )  
|                                                               
|Total assets at December 31                                     |               |  | 113,883 |         |            |  | 36,717      |       |          |  | 8,743     |       |           |  | 43,203    |        |  |  | 17,737    |        |  |  | 7,483 |    
|Investments in associated companies at December 31              |               |  | 16,686  |         |            |  | 4,222       |       |          |  | 2,965     |       |           |  | 6,496     |        |  |  | 2,828     |        |  |  | 175   |    
|Capital expenditure and new investments in associated companies |               |  | 8,433   |         |            |  | 4,350       |       |          |  | 840       |       |           |  | 1,365     |        |  |  | 1,581     |        |  |  | 297   |    
|Depreciation, depletion and amortisation charge                 |               |  |         |         |            |  |             |       |          |  |           |       |           |  |           |        |  |  |           |        |  |  |       |    
|                                                                | Impairment    |  |         | 147     |            |  |             | 78    |          |  |           | (69   | )         |  |           | 44     |  |  |           | 75     |  |  |       | 19  | 
|                                                                | Other         |  |         | 6,373   |            |  |             | 3,411 |          |  |           | 155   |           |  |           | 2,001  |  |  |           | 682    |  |  |       | 124 | 
|                                                               

From 2001, operating segment results exclude interest and other income of a
non-operational nature, interest expense, non-trading currency exchange effects
and tax on these items, which are now included in the Corporate segment, and
minority interests. Results for 2000 and 1999 have been restated to reflect
this change.

G28 Royal Dutch/Shell Group of Companies



---



##### Table of Contents



25 Oil and gas exploration and production activities

(a)  Capitalised costs
The aggregate amount of tangible and intangible fixed assets of Group companies
relating to oil and gas exploration and production activities and the aggregate
amount of the related depreciation, depletion and amortisation at December 31
are shown in the table below:

|                                 |  |  |        |  |  |  |        |  |  |  |           | 
|-------------------------------- |  |  | ------ |  |  |  | ------ |  |  |  | --------- | 
|                                 |  |  |        |  |  |  |        |  |  |  | $ million
|                                
|                                 |  |  | 2001   |  |  |  | 2000   |  |  |  | 1999     
|                                
|Cost                             |  |  |        |  |  |  |        |  |  |  |           | 
|Proved properties                |  |  | 63,185 |  |  |  | 57,136 |  |  |  | 56,939    | 
|Unproved properties              |  |  | 2,531  |  |  |  | 2,308  |  |  |  | 2,394     | 
|Support equipment and facilities |  |  | 3,082  |  |  |  | 1,586  |  |  |  | 1,724     | 
|                                
|                                 |  |  | 68,798 |  |  |  | 61,030 |  |  |  | 61,057    | 
|                                
|Depreciation                     |  |  |        |  |  |  |        |  |  |  |           | 
|Proved properties                |  |  | 37,246 |  |  |  | 34,672 |  |  |  | 33,157    | 
|Unproved properties              |  |  | 212    |  |  |  | 141    |  |  |  | 189       | 
|Support equipment and facilities |  |  | 1,145  |  |  |  | 1,033  |  |  |  | 1,036     | 
|                                
|                                 |  |  | 38,603 |  |  |  | 35,846 |  |  |  | 34,382    | 
|                                
|Net capitalised costs            |  |  | 30,195 |  |  |  | 25,184 |  |  |  | 26,675    | 
|                                

The Group share of associated
companies net capitalised costs
was $2,966 million at December 31, 2001 (2000: $3,831 million;
1999: $3,969 million).

(b)  Costs incurred
Costs incurred by Group companies during the year in oil and gas property
acquisition, exploration and development activities, whether capitalised or
charged to income currently, are shown in the table below. Development costs
exclude costs of acquiring support equipment and facilities, but include
depreciation thereon.

|                          |          |  |       |                    |  |       |       |                    |  |       |       |       |  |  |           |     |   |  |       |       | 
|------------------------- | -------- |  | ----- | ------------------ |  | ----- | ----- | ------------------ |  | ----- | ----- | ----- |  |  | --------- | --- | - |  | ----- | ----- | 
|2001                      |          |  |       |                    |  |       |       |                    |  |       |       |       |  |  | $ million
|                         
|                          |          |  |       | Eastern Hemisphere |  |       |       | Western Hemisphere |  |       |       | Total
|                          |          |  |       |                    |  |       |       |                    |  |       |      
|                          |          |  |       | Europe             |  | Other |       | USA                |  | Other |      
|                         
|Acquisition of properties |          |  |       |                    |  |       |       |                    |  |       |       |       |  |  |           |     |   |  |       |      
|                          | Proved   |  |       | 5                  |  |       |       | 1,069              |  |       |       | 290   |  |  |           | 9   |   |  |       | 1,373 | 
|                          | Unproved |  |       | 23                 |  |       |       | 70                 |  |       |       | 157   |  |  |           | (19 | ) |  |       | 231   | 
|Exploration               |          |  | 114   |                    |  |       | 581   |                    |  |       | 303   |       |  |  | 203       |     |   |  | 1,201 |      
|Development               |          |  | 1,047 |                    |  |       | 1,535 |                    |  |       | 1,214 |       |  |  | 1,077     |     |   |  | 4,873 |      
|                         

|                          |          |  |     |                    |  |       |       |                    |  |       |     |       |  |  |           |    |  |  |       |     | 
|------------------------- | -------- |  | --- | ------------------ |  | ----- | ----- | ------------------ |  | ----- | --- | ----- |  |  | --------- | -- |  |  | ----- | --- | 
|2000                      |          |  |     |                    |  |       |       |                    |  |       |     |       |  |  | $ million
|                         
|                          |          |  |     | Eastern Hemisphere |  |       |       | Western Hemisphere |  |       |     | Total
|                          |          |  |     |                    |  |       |       |                    |  |       |    
|                          |          |  |     | Europe             |  | Other |       | USA                |  | Other |    
|                         
|Acquisition of properties |          |  |     |                    |  |       |       |                    |  |       |     |       |  |  |           |    |  |  |       |    
|                          | Proved   |  |     | 1                  |  |       |       |                   |  |       |     | 69    |  |  |           |   |  |  |       | 70  | 
|                          | Unproved |  |     | 4                  |  |       |       | 118                |  |       |     | 34    |  |  |           | 57 |  |  |       | 213 | 
|Exploration               |          |  | 79  |                    |  |       | 421   |                    |  |       | 305 |       |  |  | 115       |    |  |  | 920   |    
|Development               |          |  | 912 |                    |  |       | 1,063 |                    |  |       | 809 |       |  |  | 575       |    |  |  | 3,359 |    
|                         

|                          |          |  |       |                    |  |       |       |                    |  |       |     |       |  |  |           |    |  |  |       |    | 
|------------------------- | -------- |  | ----- | ------------------ |  | ----- | ----- | ------------------ |  | ----- | --- | ----- |  |  | --------- | -- |  |  | ----- | -- | 
|1999                      |          |  |       |                    |  |       |       |                    |  |       |     |       |  |  | $ million
|                         
|                          |          |  |       | Eastern Hemisphere |  |       |       | Western Hemisphere |  |       |     | Total
|                          |          |  |       |                    |  |       |       |                    |  |       |    
|                          |          |  |       | Europe             |  | Other |       | USA                |  | Other |    
|                         
|Acquisition of properties |          |  |       |                    |  |       |       |                    |  |       |     |       |  |  |           |    |  |  |       |   
|                          | Proved   |  |       | 4                  |  |       |       | 4                  |  |       |     |      |  |  |           |   |  |  |       | 8  | 
|                          | Unproved |  |       | 1                  |  |       |       | 41                 |  |       |     | 8     |  |  |           | 26 |  |  |       | 76 | 
|Exploration               |          |  | 169   |                    |  |       | 468   |                    |  |       | 324 |       |  |  | 146       |    |  |  | 1,107 |   
|Development               |          |  | 1,025 |                    |  |       | 1,542 |                    |  |       | 741 |       |  |  | 464       |    |  |  | 3,772 |   

The Group share of associated companies costs
incurred was $415 million
in 2001 (2000: $227 million; 1999: $335 million).

Royal Dutch/Shell Group of Companies G29



---



##### Table of Contents



(c)  Earnings
Earnings of Group companies from exploration and production activities are
given in the table below. Certain purchases of traded product are netted into
sales.

|                                         |               |  |       |                    |  |       |       |                    |  |       |       |       |  |  |           |     |  |  |        |        | 
|---------------------------------------- | ------------- |  | ----- | ------------------ |  | ----- | ----- | ------------------ |  | ----- | ----- | ----- |  |  | --------- | --- |  |  | ------ | ------ | 
|2001                                     |               |  |       |                    |  |       |       |                    |  |       |       |       |  |  | $ million
|                                        
|                                         |               |  |       | Eastern Hemisphere |  |       |       | Western Hemisphere |  |       |       | Total
|                                         |               |  |      
|                                         |               |  |       | Europe             |  | Other |       | USA                |  | Other |      
|                                        
|Sales                                    |               |  |       |                    |  |       |       |                    |  |       |       |       |  |  |           |     |  |  |        |       
|                                         | third parties |  |       | 4,971              |  |       |       | 2,433              |  |       |       | 2,771 |  |  |           | 916 |  |  |        | 11,091 | 
|                                         | intra-group   |  |       | 3,723              |  |       |       | 7,131              |  |       |       | 2,306 |  |  |           | 791 |  |  |        | 13,951 | 
|                                        
|Net proceeds                             |               |  | 8,694 |                    |  |       | 9,564 |                    |  |       | 5,077 |       |  |  | 1,707     |     |  |  | 25,042 |       
|Production
costsa                        |               |  | 1,276 |                    |  |       | 2,588 |                    |  |       | 496   |       |  |  | 509       |     |  |  | 4,869  |       
|Exploration expense                      |               |  | 93    |                    |  |       | 353   |                    |  |       | 268   |       |  |  | 143       |     |  |  | 857    |       
|Depreciation,
depletion and
amortisation |               |  | 1,271 |                    |  |       | 1,247 |                    |  |       | 1,072 |       |  |  | 244       |     |  |  | 3,834  |       
|Other income/(costs)                     |               |  | (395  | )                  |  |       | (231  | )                  |  |       | (305  | )     |  |  | (247      | )   |  |  | (1,178 | )     
|                                        
|Earnings before
taxation                 |               |  | 5,659 |                    |  |       | 5,145 |                    |  |       | 2,936 |       |  |  | 564       |     |  |  | 14,304 |       
|Taxation                                 |               |  | 2,483 |                    |  |       | 3,307 |                    |  |       | 1,035 |       |  |  | 201       |     |  |  | 7,026  |       
|                                        
|Earnings from
operations                 |               |  | 3,176 |                    |  |       | 1,838 |                    |  |       | 1,901 |       |  |  | 363       |     |  |  | 7,278  |       
|                                        

|                                         |               |  |       |                    |  |       |        |                    |  |       |       |       |  |  |           |       |  |  |        |        | 
|---------------------------------------- | ------------- |  | ----- | ------------------ |  | ----- | ------ | ------------------ |  | ----- | ----- | ----- |  |  | --------- | ----- |  |  | ------ | ------ | 
|2000                                     |               |  |       |                    |  |       |        |                    |  |       |       |       |  |  | $ million
|                                        
|                                         |               |  |       | Eastern Hemisphere |  |       |        | Western Hemisphere |  |       |       | Total
|                                         |               |  |      
|                                         |               |  |       | Europe             |  | Other |        | USA                |  | Other |      
|                                        
|Sales                                    |               |  |       |                    |  |       |        |                    |  |       |       |       |  |  |           |       |  |  |        |       
|                                         | third parties |  |       | 5,378              |  |       |        | 2,296              |  |       |       | 3,199 |  |  |           | 1,197 |  |  |        | 12,070 | 
|                                         | intra-group   |  |       | 3,714              |  |       |        | 7,763              |  |       |       | 2,165 |  |  |           | 666   |  |  |        | 14,308 | 
|                                        
|Net proceeds                             |               |  | 9,092 |                    |  |       | 10,059 |                    |  |       | 5,364 |       |  |  | 1,863     |       |  |  | 26,378 |       
|Production
costsa                        |               |  | 1,493 |                    |  |       | 2,695  |                    |  |       | 427   |       |  |  | 538       |       |  |  | 5,153  |       
|Exploration expense                      |               |  | 89    |                    |  |       | 399    |                    |  |       | 190   |       |  |  | 75        |       |  |  | 753    |       
|Depreciation,
depletion and
amortisation |               |  | 1,429 |                    |  |       | 872    |                    |  |       | 953   |       |  |  | 315       |       |  |  | 3,569  |       
|Other income/(costs)                     |               |  | 207   |                    |  |       | 530    |                    |  |       | 378   |       |  |  | (314      | )     |  |  | 801    |       
|                                        
|Earnings before
taxation                 |               |  | 6,288 |                    |  |       | 6,623  |                    |  |       | 4,172 |       |  |  | 621       |       |  |  | 17,704 |       
|Taxation                                 |               |  | 2,792 |                    |  |       | 4,266  |                    |  |       | 1,404 |       |  |  | 173       |       |  |  | 8,635  |       
|                                        
|Earnings from
operations                 |               |  | 3,496 |                    |  |       | 2,357  |                    |  |       | 2,768 |       |  |  | 448       |       |  |  | 9,069  |       
|                                        

G30 Royal Dutch/Shell Group of Companies



---



##### Table of Contents



25 Oil and gas exploration and production activities

(c) Earnings continued

|                                         |               |  |       |                    |  |       |       |                    |  |       |       |       |  |  |           |     |  |  |        |       | 
|---------------------------------------- | ------------- |  | ----- | ------------------ |  | ----- | ----- | ------------------ |  | ----- | ----- | ----- |  |  | --------- | --- |  |  | ------ | ----- | 
|1999                                     |               |  |       |                    |  |       |       |                    |  |       |       |       |  |  | $ million
|                                        
|                                         |               |  |       | Eastern Hemisphere |  |       |       | Western Hemisphere |  |       |       | Total
|                                         |               |  |      
|                                         |               |  |       | Europe             |  | Other |       | USA                |  | Other |      
|                                        
|Sales                                    |               |  |       |                    |  |       |       |                    |  |       |       |       |  |  |           |     |  |  |        |      
|                                         | third parties |  |       | 4,637              |  |       |       | 1,690              |  |       |       | 1,542 |  |  |           | 649 |  |  |        | 8,518 | 
|                                         | intra-group   |  |       | 2,165              |  |       |       | 4,691              |  |       |       | 1,491 |  |  |           | 500 |  |  |        | 8,847 | 
|                                        
|Net proceeds                             |               |  | 6,802 |                    |  |       | 6,381 |                    |  |       | 3,033 |       |  |  | 1,149     |     |  |  | 17,365 |      
|Production
costsa                        |               |  | 1,541 |                    |  |       | 2,155 |                    |  |       | 537   |       |  |  | 295       |     |  |  | 4,528  |      
|Exploration expense                      |               |  | 247   |                    |  |       | 446   |                    |  |       | 196   |       |  |  | 171       |     |  |  | 1,060  |      
|Depreciation,
depletion and
amortisation |               |  | 1,648 |                    |  |       | 711   |                    |  |       | 851   |       |  |  | 279       |     |  |  | 3,489  |      
|Other income/(costs)                     |               |  | (226  | )                  |  |       | 12    |                    |  |       | 263   |       |  |  | 81        |     |  |  | 130    |      
|                                        
|Earnings before
taxation                 |               |  | 3,140 |                    |  |       | 3,081 |                    |  |       | 1,712 |       |  |  | 485       |     |  |  | 8,418  |      
|Taxation                                 |               |  | 1,206 |                    |  |       | 2,158 |                    |  |       | 516   |       |  |  | 260       |     |  |  | 4,140  |      
|                                        
|Earnings from
operations                 |               |  | 1,934 |                    |  |       | 923   |                    |  |       | 1,196 |       |  |  | 225       |     |  |  | 4,278  |      
|                                        



|a |  | Includes certain royalties paid in cash amounting to $1,605 million in 2001
(2000: $1,923 million; 1999: $1,011 million).
|- |  | -------------------------------------------------------------------------------------------------------------------------

The Group share of associated companies
earnings was $745 million in 2001 (2000: $990
million; 1999: $475 million) after deducting
taxation of $787 million in 2001 (2000: $1,017
million; 1999: $541 million).

26 Auditors remuneration

|                            |  |      |    |      |  |      |           |  |  |  |    | 
|--------------------------- |  | ---- | -- | ---- |  | ---- | --------- |  |  |  | -- | 
|                            |  |      |    |      |  |      | $ million
|                           
|Remuneration of KPMG and    |  |      |    |      |  |      |           |  | 
|PricewaterhouseCoopers      |  | 2001 |    | 2000 |  | 1999
|                           
|Audit fees                  |  |      | 18 |      |  |      | 17        |  |  |  | 18 | 
|Fees for non-audit services |  |      | 32 |      |  |      | 47        |  |  |  | 30 | 
|                           

27 Contingencies and litigation

Contingent liabilities of Group companies arising from guarantees amounted to
$3.2 billion at December 31, 2001 (2000: $3.3 billion).

A dispute relating to compensation in respect of over-delivery of gas between
two production joint ventures, in which the Group has an interest and which are
based in the Netherlands and in Germany respectively, was settled by an
arbitral award in 1999. In 2001, royalties paid by the German party in respect
of the excess gas received were recovered, however the issue of governmental
levies on the compensation awarded to the Netherlands party remains
outstanding.

Group companies are subject to a number of other loss contingencies arising out
of litigation and claims brought by governmental and private parties. In the
judgement of the Directors of the Group Holding Companies no losses, in excess
of provisions made, which are material in relation to the Group financial
position are likely to arise in respect of the foregoing matters, although
their occurrence may have a significant effect on periodic results.

The operations and earnings of Group companies continue, from time to time, to
be affected to varying degrees by political, legislative, fiscal and regulatory
developments, including those relating to environmental protection, in the
countries in which they operate. The industries in which Group companies are
engaged are also subject to physical risks of various types. The nature and
frequency of these developments and events, not all of which are covered by
insurance, as well as their effect on future operations and earnings, are
unpredictable.

Royal Dutch/Shell Group of Companies G31



---



##### Table of Contents



28   Financial instruments

Group companies, in the normal course of business, use various types of
financial instruments which expose the Group to market or credit risk. Group
companies have procedures and policies in place to limit the amount of credit
exposure to any counterparty or market. These procedures and the broad
geographical spread of Group companies activities limit the Groups exposure
to concentrations of credit or market risk.

Some Group companies enter into derivatives such as interest rate swaps/forward
rate agreements to manage interest rate exposure. The financing of most
Operating Companies is structured on a floating-rate basis and, except in
special cases, further interest rate risk management is discouraged. Foreign
exchange derivatives, such as forward exchange contracts and currency
swaps/options, are used by some Group companies to manage foreign exchange
risk. Commodity swaps, options and futures are used to manage price and timing
risks mainly involving crude oil, natural gas and oil products.

The estimated fair value of derivatives held by Group companies at December 31
is as follows:

|                                                      |  |      |    |      |  |           |     |  
|----------------------------------------------------- |  | ---- | -- | ---- |  | --------- | --- | -
|                                                      |  |      |    |      |  | $ million
|                                                     
|                                                      |  | 2001 |    | 2000
|                                                     
|Interest rate swaps/forward rate agreements           |  |      | 18 |      |  |           | (26 | )
|Forward exchange contracts and currency swaps/options |  |      | 21 |      |  |           | (35 | )
|Commodity swaps, options and futures                  |  |      | 17 |      |  |           | 293 |  
|                                                     
|                                                      |  |      | 56 |      |  |           | 232 |  
|                                                     

The carrying amount of these derivatives at December 31, 2001 is equal to their
estimated fair value. The carrying amount of derivatives at December 31, 2000
approximated their estimated fair value and the transition adjustment on
implementation of FAS 133 as at January 1, 2001 was negligible.

Other financial instruments in the Statement of Assets and Liabilities include
fixed assets: investments  securities, trade receivables, short-term
securities, cash and cash equivalents, short and long-term debt, and assets and
liabilities in respect of risk management activities. The estimated fair values
of these instruments approximate their carrying amounts.

G32 Royal Dutch/Shell Group of Companies



---



##### Table of Contents



Supplementary Information  Oil and Gas

Reserves
Net quantities of proved oil and gas reserves are shown in the tables on this
page and pages G34 and G35. Proved reserves are the estimated quantities of oil
and gas which geological and engineering data demonstrate with reasonable
certainty to be recoverable in future years from known reservoirs under
existing economic and operating conditions. Proved developed reserves are those
reserves which can be expected to be recovered through existing wells with
existing equipment and operating methods. The reserves reported exclude volumes
attributable to oil and gas discoveries which are not at present considered
proved. Such reserves will be included when technical, fiscal and other
conditions allow them to be economically developed and produced.

Proved reserves are shown net of any quantities of crude oil or natural gas
that are expected to be taken by others as royalties in kind but do not exclude
certain quantities related to royalties expected to be paid in cash or those
related to fixed margin contracts. Proved reserves include certain quantities
of crude oil or natural gas which will be produced under arrangements which
involve Group companies in upstream risks and rewards but do not transfer title
of the product to those companies.

Oil and gas reserves cannot be measured exactly since estimation of reserves
involves subjective judgement and arbitrary determinations. Estimates remain
subject to revision.

Crude oil and natural gas liquids
Group companies estimated net proved reserves of crude oil and natural gas
liquids at the end of the year, their share of the net proved reserves of
associated companies at the end of the year, and the changes in such reserves
during the year are set out below.

|                                                                |                 |            |       |            |  |       |       |            |  |            |      |       |  |            |     |            |  |       |       |       |  |  |       |   |  |        |       |       |  |     |      |       |  |  |     |   |  |  |       |   |  |  |       |   |  |  |       |   |  |  |      |   |  |  |     |   |  |  |       |  
|--------------------------------------------------------------- | --------------- | ---------- | ----- | ---------- |  | ----- | ----- | ---------- |  | ---------- | ---- | ----- |  | ---------- | --- | ---------- |  | ----- | ----- | ----- |  |  | ----- | - |  | ------ | ----- | ----- |  | --- | ---- | ----- |  |  | --- | - |  |  | ----- | - |  |  | ----- | - |  |  | ----- | - |  |  | ---- | - |  |  | --- | - |  |  | ----- | -
|Proved developed and undeveloped reserves                       | million barrels
|                                                               
|                                                                |                 | 2001       |       | 2000       |  | 1999 
|                                                                |                 |            |       |            |  |      
|                                                                |                 | Eastern    |       | Western    |  |       |       | Eastern    |  | Western    |      |       |  | Eastern    |     | Western    |  |      
|                                                                |                 | Hemisphere |       | Hemisphere |  | Total |       | Hemisphere |  | Hemisphere |      | Total |  | Hemisphere |     | Hemisphere |  | Total
|                                                                |                 |            |       |            |  |       |       |            |  |            |      |       |  |            |     |            |  |      
|                                                                |                 | Europe     |       | Other      |  | USA   |       | Other      |  |            |      |       |  | Europe     |     | Other      |  | USA   |       | Other |  |  |       |   |  | Europe |       | Other |  | USA |      | Other |  |  |     |  
|                                                               
|Group companies                                                 |                 |            |       |            |  |       |       |            |  |            |      |       |  |            |     |            |  |       |       |       |  |  |       |   |  |        |       |       |  |     |      |       |  |  |     |   |  |  |       |   |  |  |       |   |  |  |       |   |  |  |      |   |  |  |     |   |  |  |       |  
|At January 1                                                    |                 |            | 1,173 |            |  |       | 6,276 |            |  |            | 611  |       |  |            | 610 |            |  |       | 8,670 |       |  |  | 1,330 |   |  |        | 6,143 |       |  |     | 578  |       |  |  | 458 |   |  |  | 8,509 |   |  |  | 1,515 |   |  |  | 5,782 |   |  |  | 940  |   |  |  | 542 |   |  |  | 8,779 |  
|Revisions and reclassifications                                 |                 |            | 47    |            |  |       | 130   |            |  |            | 31   |       |  |            | 17  |            |  |       | 225   |       |  |  | 81    |   |  |        | 210   |       |  |     | 15   |       |  |  | 99  |   |  |  | 405   |   |  |  | 1     |   |  |  | 430   |   |  |  | (31  | ) |  |  | 22  |   |  |  | 422   |  
|Improved recovery                                               |                 |            | 67    |            |  |       | 51    |            |  |            |     |       |  |            |    |            |  |       | 118   |       |  |  | 45    |   |  |        | 143   |       |  |     |     |       |  |  | 91  |   |  |  | 279   |   |  |  | 2     |   |  |  | 80    |   |  |  |     |   |  |  |    |   |  |  | 82    |  
|Extensions and discoveries                                      |                 |            | 17    |            |  |       | 17    |            |  |            | 139  |       |  |            | 1   |            |  |       | 174   |       |  |  | 12    |   |  |        | 188   |       |  |     | 126  |       |  |  | 1   |   |  |  | 327   |   |  |  | 43    |   |  |  | 219   |   |  |  | 63   |   |  |  |    |   |  |  | 325   |  
|Purchases of minerals in place                                  |                 |            |      |            |  |       | 80    |            |  |            | 3    |       |  |            |    |            |  |       | 83    |       |  |  |      |   |  |        |      |       |  |     |     |       |  |  |    |   |  |  |      |   |  |  |      |   |  |  |      |   |  |  |     |   |  |  |    |   |  |  |      |  
|Sales of minerals in place                                      |                 |            |      |            |  |       |      |            |  |            | (1   | )     |  |            | (14 | )          |  |       | (15   | )     |  |  | (71   | ) |  |        | (44   | )     |  |     | (6   | )     |  |  |    |   |  |  | (121  | ) |  |  | (4    | ) |  |  | (27   | ) |  |  | (279 | ) |  |  | (66 | ) |  |  | (376  | )
|Production                                                      |                 |            | (199  | )          |  |       | (366  | )          |  |            | (108 | )     |  |            | (38 | )          |  |       | (711  | )     |  |  | (224  | ) |  |        | (364  | )     |  |     | (102 | )     |  |  | (39 | ) |  |  | (729  | ) |  |  | (227  | ) |  |  | (341  | ) |  |  | (115 | ) |  |  | (40 | ) |  |  | (723  | )
|                                                               
|At December 31                                                  |                 |            | 1,105 |            |  |       | 6,188 |            |  |            | 675  |       |  |            | 576 |            |  |       | 8,544 |       |  |  | 1,173 |   |  |        | 6,276 |       |  |     | 611  |       |  |  | 610 |   |  |  | 8,670 |   |  |  | 1,330 |   |  |  | 6,143 |   |  |  | 578  |   |  |  | 458 |   |  |  | 8,509 |  
|                                                               
|Group share of associated companies                             |                 |            |       |            |  |       |       |            |  |            |      |       |  |            |     |            |  |       |       |       |  |  |       |   |  |        |       |       |  |     |      |       |  |  |     |   |  |  |       |   |  |  |       |   |  |  |       |   |  |  |      |   |  |  |     |   |  |  |       |  
|At January 1                                                    |                 |            | 1     |            |  |       | 639   |            |  |            | 441  |       |  |            |    |            |  |       | 1,081 |       |  |  | 1     |   |  |        | 448   |       |  |     | 817  |       |  |  |    |   |  |  | 1,266 |   |  |  | 2     |   |  |  | 426   |   |  |  | 824  |   |  |  |    |   |  |  | 1,252 |  
|Revisions and reclassifications                                 |                 |            |      |            |  |       | (43   | )          |  |            | (35  | )     |  |            |    |            |  |       | (78   | )     |  |  |      |   |  |        | 121   |       |  |     | (26  | )     |  |  |    |   |  |  | 95    |   |  |  | (1    | ) |  |  | 25    |   |  |  | 59   |   |  |  |    |   |  |  | 83    |  
|Improved recovery                                               |                 |            |      |            |  |       | 12    |            |  |            | 1    |       |  |            |    |            |  |       | 13    |       |  |  |      |   |  |        | 17    |       |  |     | 2    |       |  |  |    |   |  |  | 19    |   |  |  |      |   |  |  | 18    |   |  |  | 17   |   |  |  |    |   |  |  | 35    |  
|Extensions and discoveries                                      |                 |            |      |            |  |       | 17    |            |  |            |     |       |  |            |    |            |  |       | 17    |       |  |  |      |   |  |        | 55    |       |  |     | 1    |       |  |  |    |   |  |  | 56    |   |  |  |      |   |  |  | 12    |   |  |  | 2    |   |  |  |    |   |  |  | 14    |  
|Purchases of minerals in place                                  |                 |            |      |            |  |       |      |            |  |            |     |       |  |            |    |            |  |       |      |       |  |  |      |   |  |        | 62    |       |  |     |     |       |  |  |    |   |  |  | 62    |   |  |  |      |   |  |  | 3     |   |  |  | 1    |   |  |  |    |   |  |  | 4     |  
|Sales of minerals in place                                      |                 |            |      |            |  |       |      |            |  |            | (9   | )     |  |            |    |            |  |       | (9    | )     |  |  |      |   |  |        | (12   | )     |  |     | (302 | )     |  |  |    |   |  |  | (314  | ) |  |  |      |   |  |  |      |   |  |  | (17  | ) |  |  |    |   |  |  | (17   | )
|Production                                                      |                 |            |      |            |  |       | (57   | )          |  |            | (42  | )     |  |            |    |            |  |       | (99   | )     |  |  |      |   |  |        | (52   | )     |  |     | (51  | )     |  |  |    |   |  |  | (103  | ) |  |  |      |   |  |  | (36   | ) |  |  | (69  | ) |  |  |    |   |  |  | (105  | )
|                                                               
|At December 31                                                  |                 |            | 1     |            |  |       | 568   |            |  |            | 356  |       |  |            |    |            |  |       | 925   |       |  |  | 1     |   |  |        | 639   |       |  |     | 441  |       |  |  |    |   |  |  | 1,081 |   |  |  | 1     |   |  |  | 448   |   |  |  | 817  |   |  |  |    |   |  |  | 1,266 |  
|                                                               
|Total                                                           |                 |            |       |            |  |       |       |            |  |            |      |       |  |            |     |            |  |       | 9,469 |       |  |  |       |   |  |        |       |       |  |     |      |       |  |  |     |   |  |  | 9,751 |   |  |  |       |   |  |  |       |   |  |  |      |   |  |  |     |   |  |  | 9,775 |  
|                                                               
|Minority interests share of proved
reserves of Group companies
|At December 31                                                  |                 |            |      |            |  |       | 132   |            |  |            |     |       |  |            | 74  |            |  |       | 206   |       |  |  |      |   |  |        | 54    |       |  |     |     |       |  |  | 78  |   |  |  | 132   |   |  |  |      |   |  |  | 63    |   |  |  |     |   |  |  | 65  |   |  |  | 128   |  
|                                                               
|Oil sands a                                                     | million barrels
|                                                               
|Group companies (before deduction
of minority interests)       
|At December 31                                                  |                 |            |      |            |  |       |      |            |  |            |     |       |  |            | 600 |            |  |       | 600   |       |  |  |      |   |  |        |      |       |  |     |     |       |  |  | 600 |   |  |  | 600   |   |  |  |      |   |  |  |      |   |  |  |     |   |  |  | 600 |   |  |  | 600   |  
|                                                               



|a |  | The oil sands reserves are not considered in the standardised measure of discounted future cash flows for conventional oil and gas reserves, which is found on
page G35.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Royal Dutch/Shell Group of Companies G33



---



##### Table of Contents



ReservesCrude oil and natural gas liquids continued

|                                    |                 |            |     |            |  |       |       |            |  |            |     |       |  |            |     |            |  |       |       |       |  |  |     |  |  |        |       |       |  |     |     |       |  |  |     |  |  |  |       |  |  |  |     |  |  |  |       |  |  |  |     |  |  |  |     |  |  |  |       | 
|----------------------------------- | --------------- | ---------- | --- | ---------- |  | ----- | ----- | ---------- |  | ---------- | --- | ----- |  | ---------- | --- | ---------- |  | ----- | ----- | ----- |  |  | --- |  |  | ------ | ----- | ----- |  | --- | --- | ----- |  |  | --- |  |  |  | ----- |  |  |  | --- |  |  |  | ----- |  |  |  | --- |  |  |  | --- |  |  |  | ----- | 
|Proved developed reserves           | million barrels
|                                   
|                                    |                 | 2001       |     | 2000       |  | 1999 
|                                    |                 |            |     |            |  |      
|                                    |                 | Eastern    |     | Western    |  |       |       | Eastern    |  | Western    |     |       |  | Eastern    |     | Western    |  |      
|                                    |                 | Hemisphere |     | Hemisphere |  | Total |       | Hemisphere |  | Hemisphere |     | Total |  | Hemisphere |     | Hemisphere |  | Total
|                                    |                 |            |     |            |  |       |       |            |  |            |     |       |  |            |     |            |  |      
|                                    |                 | Europe     |     | Other      |  | USA   |       | Other      |  |            |     |       |  | Europe     |     | Other      |  | USA   |       | Other |  |  |     |  |  | Europe |       | Other |  | USA |     | Other |  |  |     | 
|                                   
|Group companies                    
|At January 1                        |                 |            | 872 |            |  |       | 2,332 |            |  |            | 351 |       |  |            | 257 |            |  |       | 3,812 |       |  |  | 916 |  |  |        | 2,505 |       |  |     | 340 |       |  |  | 274 |  |  |  | 4,035 |  |  |  | 963 |  |  |  | 2,314 |  |  |  | 502 |  |  |  | 271 |  |  |  | 4,050 | 
|At December 31                      |                 |            | 787 |            |  |       | 2,275 |            |  |            | 429 |       |  |            | 243 |            |  |       | 3,734 |       |  |  | 872 |  |  |        | 2,332 |       |  |     | 351 |       |  |  | 257 |  |  |  | 3,812 |  |  |  | 916 |  |  |  | 2,505 |  |  |  | 340 |  |  |  | 274 |  |  |  | 4,035 | 
|Group share of associated companies
|At January 1                        |                 |            | 1   |            |  |       | 292   |            |  |            | 364 |       |  |            |    |            |  |       | 657   |       |  |  | 1   |  |  |        | 213   |       |  |     | 638 |       |  |  |    |  |  |  | 852   |  |  |  | 1   |  |  |  | 178   |  |  |  | 673 |  |  |  |    |  |  |  | 852   | 
|At December 31                      |                 |            | 1   |            |  |       | 267   |            |  |            | 330 |       |  |            |    |            |  |       | 598   |       |  |  | 1   |  |  |        | 292   |       |  |     | 364 |       |  |  |    |  |  |  | 657   |  |  |  | 1   |  |  |  | 213   |  |  |  | 638 |  |  |  |    |  |  |  | 852   | 
|                                   

Natural gas
Group companies estimated net proved reserves of natural gas at the end of the
year, their share of the net proved reserves of associated companies at the end
of the year, and the changes in such reserves during the year are set out
below.

These quantities have not been adjusted to standard heat content.

|                                                                |                                      |            |        |            |  |       |        |            |  |            |       |       |  |            |       |            |  |       |        |       |  |  |        |   |  |        |        |       |  |     |       |       |  |  |       |   |  |  |        |   |  |  |        |   |  |  |        |   |  |  |       |   |  |  |       |   |  |  |        |  
|--------------------------------------------------------------- | ------------------------------------ | ---------- | ------ | ---------- |  | ----- | ------ | ---------- |  | ---------- | ----- | ----- |  | ---------- | ----- | ---------- |  | ----- | ------ | ----- |  |  | ------ | - |  | ------ | ------ | ----- |  | --- | ----- | ----- |  |  | ----- | - |  |  | ------ | - |  |  | ------ | - |  |  | ------ | - |  |  | ----- | - |  |  | ----- | - |  |  | ------ | -
|Proved developed and undeveloped reserves                       | thousand
million standard cubic feet
|                                                               
|                                                                |                                      | 2001       |        | 2000       |  | 1999 
|                                                                |                                      |            |        |            |  |      
|                                                                |                                      | Eastern    |        | Western    |  |       |        | Eastern    |  | Western    |       |       |  | Eastern    |       | Western    |  |      
|                                                                |                                      | Hemisphere |        | Hemisphere |  | Total |        | Hemisphere |  | Hemisphere |       | Total |  | Hemisphere |       | Hemisphere |  | Total
|                                                                |                                      |            |        |            |  |       |        |            |  |            |       |       |  |            |       |            |  |      
|                                                                |                                      | Europe     |        | Other      |  | USA   |        | Other      |  |            |       |       |  | Europe     |       | Other      |  | USA   |        | Other |  |  |        |   |  | Europe |        | Other |  | USA |       | Other |  |  |       |  
|                                                               
|Group companies                                                
|At January 1                                                    |                                      |            | 23,801 |            |  |       | 20,132 |            |  |            | 3,403 |       |  |            | 3,506 |            |  |       | 50,842 |       |  |  | 24,828 |   |  |        | 21,086 |       |  |     | 3,400 |       |  |  | 3,533 |   |  |  | 52,847 |   |  |  | 24,848 |   |  |  | 22,139 |   |  |  | 4,185 |   |  |  | 3,161 |   |  |  | 54,333 |  
|Revisions and reclassifications                                 |                                      |            | 1,006  |            |  |       | (777   | )          |  |            | 141   |       |  |            | (289  | )          |  |       | 81     |       |  |  | 211    |   |  |        | (548   | )     |  |     | (39   | )     |  |  | 206   |   |  |  | (170   | ) |  |  | 696    |   |  |  | (322   | ) |  |  | 47    |   |  |  | 711   |   |  |  | 1,132  |  
|Improved recovery                                               |                                      |            | 38     |            |  |       | 266    |            |  |            |      |       |  |            |      |            |  |       | 304    |       |  |  | 105    |   |  |        | 215    |       |  |     |      |       |  |  |      |   |  |  | 320    |   |  |  | 13     |   |  |  | 65     |   |  |  |      |   |  |  |      |   |  |  | 78     |  
|Extensions and discoveries                                      |                                      |            | 214    |            |  |       | 103    |            |  |            | 385   |       |  |            | 139   |            |  |       | 841    |       |  |  | 55     |   |  |        | 178    |       |  |     | 656   |       |  |  | 29    |   |  |  | 918    |   |  |  | 549    |   |  |  | 392    |   |  |  | 329   |   |  |  | 1     |   |  |  | 1,271  |  
|Purchases of minerals in place                                  |                                      |            |       |            |  |       | 1,247  |            |  |            | 355   |       |  |            | 12    |            |  |       | 1,614  |       |  |  |       |   |  |        | 5      |       |  |     | 50    |       |  |  |      |   |  |  | 55     |   |  |  | 4      |   |  |  | 3      |   |  |  |      |   |  |  |      |   |  |  | 7      |  
|Sales of minerals in place                                      |                                      |            |       |            |  |       |       |            |  |            | (9    | )     |  |            | (10   | )          |  |       | (19    | )     |  |  | (117   | ) |  |        | (139   | )     |  |     | (78   | )     |  |  | (32   | ) |  |  | (366   | ) |  |  |       |   |  |  | (674   | ) |  |  | (522  | ) |  |  | (118  | ) |  |  | (1,314 | )
|Production                                                      |                                      |            | (1,337 | )          |  |       | (891   | )          |  |            | (581  | )     |  |            | (241  | )          |  |       | (3,050 | )     |  |  | (1,281 | ) |  |        | (665   | )     |  |     | (586  | )     |  |  | (230  | ) |  |  | (2,762 | ) |  |  | (1,282 | ) |  |  | (517   | ) |  |  | (639  | ) |  |  | (222  | ) |  |  | (2,660 | )
|                                                               
|At December 31                                                  |                                      |            | 23,722 |            |  |       | 20,080 |            |  |            | 3,694 |       |  |            | 3,117 |            |  |       | 50,613 |       |  |  | 23,801 |   |  |        | 20,132 |       |  |     | 3,403 |       |  |  | 3,506 |   |  |  | 50,842 |   |  |  | 24,828 |   |  |  | 21,086 |   |  |  | 3,400 |   |  |  | 3,533 |   |  |  | 52,847 |  
|                                                               
|Group share of associated companies                            
|At January 1                                                    |                                      |            | 56     |            |  |       | 5,299  |            |  |            | 86    |       |  |            |      |            |  |       | 5,441  |       |  |  | 52     |   |  |        | 5,047  |       |  |     | 595   |       |  |  |      |   |  |  | 5,694  |   |  |  | 44     |   |  |  | 5,605  |   |  |  | 480   |   |  |  |      |   |  |  | 6,129  |  
|Revisions and reclassifications                                 |                                      |            | (4     | )          |  |       | 68     |            |  |            | (29   | )     |  |            |      |            |  |       | 35     |       |  |  | 6      |   |  |        | 346    |       |  |     | (209  | )     |  |  |      |   |  |  | 143    |   |  |  | (1     | ) |  |  | (396   | ) |  |  | 151   |   |  |  |      |   |  |  | (246   | )
|Improved recovery                                               |                                      |            |       |            |  |       | 17     |            |  |            |      |       |  |            |      |            |  |       | 17     |       |  |  |       |   |  |        |       |       |  |     | 2     |       |  |  |      |   |  |  | 2      |   |  |  |       |   |  |  |       |   |  |  |      |   |  |  |      |   |  |  |       |  
|Extensions and discoveries                                      |                                      |            | 3      |            |  |       | 115    |            |  |            |      |       |  |            |      |            |  |       | 118    |       |  |  | 4      |   |  |        | 147    |       |  |     | 5     |       |  |  |      |   |  |  | 156    |   |  |  | 15     |   |  |  | 56     |   |  |  | 25    |   |  |  |      |   |  |  | 96     |  
|Purchases of minerals in place                                  |                                      |            |       |            |  |       | 64     |            |  |            |      |       |  |            |      |            |  |       | 64     |       |  |  |       |   |  |        |       |       |  |     |      |       |  |  |      |   |  |  |       |   |  |  |       |   |  |  |       |   |  |  |      |   |  |  |      |   |  |  |       |  
|Sales of minerals in place                                      |                                      |            |       |            |  |       | (181   | )          |  |            | (40   | )     |  |            |      |            |  |       | (221   | )     |  |  |       |   |  |        | (19    | )     |  |     | (292  | )     |  |  |      |   |  |  | (311   | ) |  |  |       |   |  |  |       |   |  |  | (4    | ) |  |  |      |   |  |  | (4     | )
|Production                                                      |                                      |            | (7     | )          |  |       | (229   | )          |  |            | (2    | )     |  |            |      |            |  |       | (238   | )     |  |  | (6     | ) |  |        | (222   | )     |  |     | (15   | )     |  |  |      |   |  |  | (243   | ) |  |  | (6     | ) |  |  | (218   | ) |  |  | (57   | ) |  |  |      |   |  |  | (281   | )
|                                                               
|At December 31                                                  |                                      |            | 48     |            |  |       | 5,153  |            |  |            | 15    |       |  |            |      |            |  |       | 5,216  |       |  |  | 56     |   |  |        | 5,299  |       |  |     | 86    |       |  |  |      |   |  |  | 5,441  |   |  |  | 52     |   |  |  | 5,047  |   |  |  | 595   |   |  |  |      |   |  |  | 5,694  |  
|                                                               
|Total                                                           |                                      |            |        |            |  |       |        |            |  |            |       |       |  |            |       |            |  |       | 55,829 |       |  |  |        |   |  |        |        |       |  |     |       |       |  |  |       |   |  |  | 56,283 |   |  |  |        |   |  |  |        |   |  |  |       |   |  |  |       |   |  |  | 58,541 |  
|                                                               
|Minority interests' share of proved reserves of Group companies
|At December 31                                                  |                                      |            |       |            |  |       | 287    |            |  |            |      |       |  |            | 555   |            |  |       | 842    |       |  |  |       |   |  |        | 292    |       |  |     |      |       |  |  | 658   |   |  |  | 950    |   |  |  |       |   |  |  | 242    |   |  |  |      |   |  |  | 686   |   |  |  | 928    |  
|                                                               

G34 Royal Dutch/Shell Group of Companies



---



##### Table of Contents



Reserves

Natural gas continued



|                                    |  |                                            |        |  |       |            |       |         |  |            |       |         |  |         |       |         |        |            |        |  |     |  |        |            |  |       |       |  |        |  |       |            |     |  |       |  |      |            |        |       |  |  |        |  |  |  |       |  |  |  |       |  |  |  |       |      |  |  |        | 
|----------------------------------- |  | ------------------------------------------ | ------ |  | ----- | ---------- | ----- | ------- |  | ---------- | ----- | ------- |  | ------- | ----- | ------- | ------ | ---------- | ------ |  | --- |  | ------ | ---------- |  | ----- | ----- |  | ------ |  | ----- | ---------- | --- |  | ----- |  | ---- | ---------- | ------ | ----- |  |  | ------ |  |  |  | ----- |  |  |  | ----- |  |  |  | ----- | ---- |  |  | ------ | 
|Proved developed reserves           |  | thousand million standard
      cubic feet
|                                   
|                                    |  |                                            |        |  |       |            |       |         |  |            |       |         |  |         |       |         |        | 2001       |        |  |     |  |        |            |  |       |       |  |        |  |       |            |     |  |       |  | 2000 |            |        |       |  |  |        |  |  |  |       |  |  |  |       |  |  |  |       | 1999
|                                    |  |                                            |        |  |       |            |       |         |  |            |      
|                                    |  |                                            |        |  |       | Eastern    |       | Western |  | Eastern    |       | Western |  | Eastern |       | Western |       
|                                    |  |                                            |        |  |       | Hemisphere |       |         |  | Hemisphere |       | Total   |  |         |       |         |        | Hemisphere |        |  |     |  |        | Hemisphere |  | Total |       |  |        |  |       | Hemisphere |     |  |       |  |      | Hemisphere |        | Total
|                                    |  |                                            |        |  |       |            |       |         |  |            |       |         |  |         |       |         |        |            |        |  |     |  |        |           
|                                    |  | Europe                                     |        |  | Other |            |       | USA     |  | Other      |       |         |  |         |       |         | Europe |            | Other  |  | USA |  | Other  |            |  |       |       |  | Europe |  | Other |            | USA |  | Other
|                                   
|Group
        companies             |  |                                            |        |  |       |            |       |         |  |            |       |         |  |         |       |         |        |            |        |  |     |  |        |            |  |       |       |  |        |  |       |            |     |  |       |  |      |            |        |       |  |  |        |  |  |  |       |  |  |  |       |  |  |  |       |      |  |  |        | 
|At January
        1                |  |                                            | 12,986 |  |       |            | 6,314 |         |  |            | 2,347 |         |  |         | 2,542 |         |        |            | 24,189 |  |     |  | 13,650 |            |  |       | 6,261 |  |        |  | 2,714 |            |     |  | 2,725 |  |      |            | 25,350 |       |  |  | 14,633 |  |  |  | 5,142 |  |  |  | 3,117 |  |  |  | 1,706 |      |  |  | 24,598 | 
|At December
        31              |  |                                            | 12,366 |  |       |            | 6,860 |         |  |            | 2,363 |         |  |         | 2,349 |         |        |            | 23,938 |  |     |  | 12,986 |            |  |       | 6,314 |  |        |  | 2,347 |            |     |  | 2,542 |  |      |            | 24,189 |       |  |  | 13,650 |  |  |  | 6,261 |  |  |  | 2,714 |  |  |  | 2,725 |      |  |  | 25,350 | 
|Group share of associated companies |  |                                            |        |  |       |            |       |         |  |            |       |         |  |         |       |         |        |            |        |  |     |  |        |            |  |       |       |  |        |  |       |            |     |  |       |  |      |            |        |       |  |  |        |  |  |  |       |  |  |  |       | 
|At January
        1                |  |                                            | 53     |  |       |            | 1,735 |         |  |            | 66    |         |  |         |      |         |        |            | 1,854  |  |     |  | 51     |            |  |       | 1,728 |  |        |  | 453   |            |     |  |      |  |      |            | 2,232  |       |  |  | 42     |  |  |  | 2,259 |  |  |  | 398   |  |  |  |      |      |  |  | 2,699  | 
|At December
        31              |  |                                            | 41     |  |       |            | 1,754 |         |  |            | 11    |         |  |         |      |         |        |            | 1,806  |  |     |  | 53     |            |  |       | 1,735 |  |        |  | 66    |            |     |  |      |  |      |            | 1,854  |       |  |  | 51     |  |  |  | 1,728 |  |  |  | 453   |  |  |  |      |      |  |  | 2,232  | 
|                                   

Standardised measure of discounted future cash
  flows

United States accounting principles require the disclosure of a standardised
measure of discounted future cash flows, relating to proved oil and gas reserve
quantities and based on prices(a) and costs at the end of each year, currently
enacted tax rates and a 10% annual discount factor. The information so
calculated does not provide a reliable measure of future cash flows from proved
reserves, nor does it permit a realistic comparison to be made of one entity
with another because the assumptions used cannot reflect the varying
circumstances within each entity. In addition a substantial but unknown
proportion of future real cash flows from oil and gas production activities is
expected to derive from reserves which have already been discovered, but which
cannot yet be regarded as proved.

|                                                     |       |           |        |  |        |            |         |         |       |            |        |         |       |         |        |         |        |            |         |  |       |  |        |            |        |       |         |  |        |  |        |            |       |  |        |  |        |            |         |       |       |  |        |  |        |  |         |  |       |  |        |  |     |  |        |      |        |  |         | 
|---------------------------------------------------- | ----- | --------- | ------ |  | ------ | ---------- | ------- | ------- | ----- | ---------- | ------ | ------- | ----- | ------- | ------ | ------- | ------ | ---------- | ------- |  | ----- |  | ------ | ---------- | ------ | ----- | ------- |  | ------ |  | ------ | ---------- | ----- |  | ------ |  | ------ | ---------- | ------- | ----- | ----- |  | ------ |  | ------ |  | ------- |  | ----- |  | ------ |  | --- |  | ------ | ---- | ------ |  | ------- | 
|                                                     |       | $ million
|                                                    
|                                                     |       |           |        |  |        |            |         |         |       |            |        |         |       |         |        |         |        | 2001       |         |  |       |  |        |            |        |       |         |  |        |  |        |            |       |  |        |  | 2000   |            |         |       |       |  |        |  |        |  |         |  |       |  |        |  |     |  |        | 1999
|                                                     |       |           |        |  |        |            |         |         |       |            |       
|                                                     |       |           |        |  |        | Eastern    |         | Western |       | Eastern    |        | Western |       | Eastern |        | Western |       
|                                                     |       |           |        |  |        | Hemisphere |         |         |       | Hemisphere |        | Total   |       |         |        |         |        | Hemisphere |         |  |       |  |        | Hemisphere |        | Total |         |  |        |  |        | Hemisphere |       |  |        |  |        | Hemisphere |         | Total
|                                                     |       |           |        |  |        |            |         |         |       |            |        |         |       |         |        |         |        |            |         |  |       |  |        |           
|                                                     |       | Europe    |        |  | Other  |            |         | USA     |       | Other      |        |         |       |         |        |         | Europe |            | Other   |  | USA   |  | Other  |            |        |       |         |  | Europe |  | Other  |            | USA   |  | Other 
|                                                    
|Future cash inflows                                  |       |           | 80,526 |  |        |            | 122,336 |         |       |            | 18,982 |         |       |         | 12,331 |         |        |            | 234,175 |  |       |  | 93,126 |            |        |       | 142,208 |  |        |  | 37,434 |            |       |  | 22,961 |  |        |            | 295,729 |       |       |  | 83,826 |  |        |  | 155,408 |  |       |  | 19,957 |  |     |  | 12,436 |      |        |  | 271,627 | 
|Future production costs                              |       |           | 15,389 |  |        |            | 20,158  |         |       |            | 4,021  |         |       |         | 4,086  |         |        |            | 43,654  |  |       |  | 16,836 |            |        |       | 17,547  |  |        |  | 3,090  |            |       |  | 4,453  |  |        |            | 41,926  |       |       |  | 18,126 |  |        |  | 18,101  |  |       |  | 3,057  |  |     |  | 2,604  |      |        |  | 41,888  | 
|Future                                               |       |           |        |  |        |            |         |         |       |            |        |         |       |         |        |         |        |            |         |  |       |  |        |            |        |       |         |  |        |  |        |            |       |  |        |  |        |            |         |       |       |  |        |  |        |  |         |  |       |  |        |  |     |  |        |      |        |  |         | 
|development                                          |       |           |        |  |        |            |         |         |       |            |        |         |       |         |        |         |        |            |         |  |       |  |        |            |        |       |         |  |        |  |        |            |       |  |        |  |        |            |         |       |       |  |        |  |        |  |         |  |       |  |        |  |     |  |        |      |        | 
|costs                                                | 3,793 |           |        |  | 15,432 |            |         |         | 2,352 |            |        |         | 1,570 |         |        |         | 23,147 |            |         |  | 2,594 |  |        |            | 15,514 |       |         |  | 2,320  |  |        |            | 1,589 |  |        |  | 22,017 |            |         |       | 3,168 |  |        |  | 16,289 |  |         |  | 1,256 |  |        |  | 956 |  |        |      | 21,669 | 
|Future tax expenses                                  |       |           | 27,419 |  |        |            | 47,321  |         |       |            | 4,543  |         |       |         | 1,737  |         |        |            | 81,020  |  |       |  | 32,091 |            |        |       | 66,206  |  |        |  | 12,020 |            |       |  | 6,608  |  |        |            | 116,925 |       |       |  | 24,928 |  |        |  | 72,218  |  |       |  | 5,580  |  |     |  | 2,559  |      |        |  | 105,285 | 
|Future net cash flows                                |       |           | 33,925 |  |        |            | 39,425  |         |       |            | 8,066  |         |       |         | 4,938  |         |        |            | 86,354  |  |       |  | 41,605 |            |        |       | 42,941  |  |        |  | 20,004 |            |       |  | 10,311 |  |        |            | 114,861 |       |       |  | 37,604 |  |        |  | 48,800  |  |       |  | 10,064 |  |     |  | 6,317  |      |        |  | 102,785 | 
|Effect of discounting                                |       |           | 16,311 |  |        |            | 19,478  |         |       |            | 2,648  |         |       |         | 2,039  |         |        |            | 40,476  |  |       |  | 18,656 |            |        |       | 22,032  |  |        |  | 6,828  |            |       |  | 4,304  |  |        |            | 51,820  |       |       |  | 15,920 |  |        |  | 26,196  |  |       |  | 3,107  |  |     |  | 2,763  |      |        |  | 47,986  | 
|Standardised measure
of discounted future
cash flows |       |           | 17,614 |  |        |            | 19,947  |         |       |            | 5,418  |         |       |         | 2,899  |         |        |            | 45,878  |  |       |  | 22,949 |            |        |       | 20,909  |  |        |  | 13,176 |            |       |  | 6,007  |  |        |            | 63,041  |       |       |  | 21,684 |  |        |  | 22,604  |  |       |  | 6,957  |  |     |  | 3,554  |      |        |  | 54,799  | 
|Group share of
associated companies                  |       |           |        |  |        |            |         |         |       |            |        |         |       |         |        |         |        |            | 3,888   |  |       |  |        |            |        |       |         |  |        |  |        |            |       |  |        |  |        |            | 6,120   |       |       |  |        |  |        |  |         |  |       |  |        |  |     |  |        |      |        |  | 7,186   | 
|Minority interests                                   |       |           |       |  |        |            | 612     |         |       |            |       |         |       |         | 307    |         |        |            | 919     |  |       |  |       |            |        |       | 360     |  |        |  |       |            |       |  | 895    |  |        |            | 1,255   |       |       |  |       |  |        |  | 337     |  |       |  |       |  |     |  | 500    |      |        |  | 837     | 
|                                                    

|                                                               |      |  |         |   |      |  |         |   |  |           |         |  
|-------------------------------------------------------------- | ---- |  | ------- | - | ---- |  | ------- | - |  | --------- | ------- | -
|Change in standardised measure of discounted future cash flows |      |  |         |   |      |  |         |   |  | $ million
|                                                              
|                                                               | 2001 |  | 2000    |   | 1999
|                                                              
|At January 1                                                   |      |  | 63,041  |   |      |  | 54,799  |   |  |           | 30,669  |  
|Net changes in prices and production costs                     |      |  | (33,147 | ) |      |  | 17,065  |   |  |           | 63,847  |  
|Extensions, discoveries and improved recovery                  |      |  | 4,451   |   |      |  | 8,128   |   |  |           | 3,684   |  
|Purchases/(sales) of minerals in place                         |      |  | 2,011   |   |      |  | (404    | ) |  |           | (5,943  | )
|Revisions of previous reserve estimates                        |      |  | 1,358   |   |      |  | (560    | ) |  |           | (4,994  | )
|Development cost related to future production                  |      |  | (3,837  | ) |      |  | (1,967  | ) |  |           | (772    | )
|Sales and transfers of oil and gas, net of production costs    |      |  | (20,173 | ) |      |  | (21,225 | ) |  |           | (12,837 | )
|Development cost incurred during the year                      |      |  | 4,025   |   |      |  | 2,952   |   |  |           | 3,772   |  
|Accretion of discount                                          |      |  | 10,754  |   |      |  | 9,538   |   |  |           | 3,167   |  
|Net change in income tax                                       |      |  | 17,395  |   |      |  | (5,285  | ) |  |           | (25,794 | )
|                                                              
|At December 31                                                 |      |  | 45,878  |   |      |  | 63,041  |   |  |           | 54,799  |  
|                                                              



|a |  | The weighted average year-end oil price in 2001 was $15.92/bbl (2000: $20.00/bbl; 1999: $21.13/bbl) and the weighted average year-end gas price in
2001 was $11.44/bbl of oil equivalent (2000: $14.91/boe; 1999: $11.06/boe).
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Royal Dutch/Shell Group of Companies G35





---



##### Table of Contents



Supplementary Information  Derivatives and other Financial
Instruments and Derivative Commodity Instruments

The following information is provided in accordance with the Securities and
Exchange Commission rules issued in 1997. The contract/notional amounts of the
derivative instruments outstanding give an indication of the extent of the use
of these instruments but not of the exposure to credit or market risk. Variable
interest rates stated are spot rates applying as at December 31. Amounts
denominated in non-dollar currencies have been translated using spot exchange
rates at December 31. Associated companies data are excluded.

Debt securities held for trading purposes
The following two tables give details of debt securities held for trading
purposes by Group companies at December 31, 2001 and 2000 respectively, at
estimated fair value, by year of maturity.

|                                        |                       |           |       |  | 
|--------------------------------------- | --------------------- | --------- | ----- |  | 
|2001 (all securities mature in 2002)    |                       | $ million
|                                       
|                                        |                       | Total    
|                                       
|Fixed rate US dollar debt securities    |                       | 1,320     |      
|                                        | average interest rate |           | 2.1%  | 
|Variable rate US dollar debt securities |                       | 25        |      
|                                        | average interest rate |           | 3.6%  | 
|Fixed rate euro debt securities         |                       | 681       |      
|                                        | average interest rate |           | 3.4%  | 
|Fixed rate Japanese yen debt securities |                       | 95        |      
|                                        | average interest rate |           | 0.1%  | 
|Fixed rate UK pound debt securities     |                       | 50        |      
|                                        | average interest rate |           | 4.0%  | 
|Variable rate euro debt securities      |                       | 6         |      
|                                        | average interest rate |           | 4.7%  | 
|                                       
|Total                                   |                       |           | 2,177 | 
|                                       

|                                             |                       |           |       |  | 
|-------------------------------------------- | --------------------- | --------- | ----- |  | 
|2000 (all securities mature in 2001)         |                       | $ million
|                                            
|                                             |                       | Total    
|                                            
|Fixed rate US dollar debt securities         |                       | 2,813     |      
|                                             | average interest rate |           | 6.7%  | 
|Variable rate US dollar debt securities      |                       | 77        |      
|                                             | average interest rate |           | 6.7%  | 
|Fixed rate European currency debt securities |                       | 1,177     |      
|                                             | average interest rate |           | 5.0%  | 
|Fixed rate Australian dollar debt securities |                       | 932       |      
|                                             | average interest rate |           | 6.1%  | 
|Fixed rate Japanese yen debt securities      |                       | 190       |      
|                                             | average interest rate |           | 0.7%  | 
|Variable rate UK pound debt securities       |                       | 1,271     |      
|                                             | average interest rate |           | 5.9%  | 
|                                            
|Total                                        |                       |           | 6,460 | 
|                                            



G36 Royal Dutch/Shell Group of Companies



---



##### Table of Contents



Debt securities held for purposes other than trading
The following two tables give details of debt securities held for purposes
other than trading by Group companies at December 31, 2001 and 2000
respectively, at estimated fair value, by year of maturity.

|                                           |                       |      |    |       |  |      |      |      |    |      |  |           |      |       |    |      |  |     |      |  |     |  |           |  |  |  |  |  | 
|------------------------------------------ | --------------------- | ---- | -- | ----- |  | ---- | ---- | ---- | -- | ---- |  | --------- | ---- | ----- | -- | ---- |  | --- | ---- |  | --- |  | --------- |  |  |  |  |  | 
|2001                                       |                       |      |    |       |  |      |      |      |    |      |  |           |      |       |    |      |  |     |      |  |     |  | $ million
|                                          
|                                           |                       | 2002 |    | 2003  |  | 2004 |      | 2005 |    | 2006 |  | 2007      |      | Total
|                                           |                       |      |    |       |  |      |      |      |    |      |  | and after |      |       |   
|                                          
|Fixed rate US dollar debt securities       |                       |      | 25 |       |  | 32   |      |      | 32 |      |  | 25        |      |       | 23 |      |  | 173 |      |  | 310 | 
|                                           | average interest rate |      |    | 7.2%  |  |      | 5.0% |      |    | 5.0% |  |           | 7.2% |       |    | 6.3% |  |     | 6.3% |  |     |  |          
|Fixed rate euro debt securities            |                       |      |   |       |  | 29   |      |      | 25 |      |  |          |      |       | 37 |      |  | 146 |      |  | 237 | 
|                                           | average interest rate |      |    |      |  |      | 6.3% |      |    | 6.3% |  |           |     |       |    | 5.7% |  |     | 5.4% |  |     |  |          
|Fixed rate UK pound debt securities        |                       |      | 7  |       |  |     |      |      |   |      |  | 7         |      |       |   |      |  | 18  |      |  | 32  | 
|                                           | average interest rate |      |    | 6.9%  |  |      |     |      |    |     |  |           | 7.6% |       |    |     |  |     | 6.2% |  |     |  |          
|Fixed rate Canadian dollar debt securities |                       |      |   |       |  |     |      |      | 10 |      |  |          |      |       |   |      |  | 8   |      |  | 18  | 
|                                           | average interest rate |      |    |      |  |      |     |      |    | 8.0% |  |           |     |       |    |     |  |     | 6.9% |  |     |  |          
|Other fixed rate debt securities           |                       |      | 6  |       |  |     |      |      | 3  |      |  |          |      |       | 5  |      |  | 4   |      |  | 18  | 
|                                           | average interest rate |      |    | 8.3%  |  |      |     |      |    | 4.9% |  |           |     |       |    | 7.2% |  |     | 5.8% |  |     |  |          
|Variable rate debt securities              |                       |      | 31 |       |  |     |      |      |   |      |  |          |      |       |   |      |  |    |      |  | 31  | 
|                                           | average interest rate |      |    | 10.6% |  |      |     |      |    |     |  |           |     |       |    |     |  |     |     |  |     |  |          
|                                          
|Total                                      |                       |      | 69 |       |  | 61   |      |      | 70 |      |  | 32        |      |       | 65 |      |  | 349 |      |  | 646 | 
|                                          

|                                              |                       |      |  |  |      |     |       |      |    |      |      |           |      |      |    |      |      |    |      |       |     |      |  |       |  |           |  |  | 
|--------------------------------------------- | --------------------- | ---- |  |  | ---- | --- | ----- | ---- | -- | ---- | ---- | --------- | ---- | ---- | -- | ---- | ---- | -- | ---- | ----- | --- | ---- |  | ----- |  | --------- |  |  | 
|2000                                          |                       |      |  |  |      |     |       |      |    |      |      |           |      |      |    |      |      |    |      |       |     |      |  |       |  | $ million
|                                             
|                                              |                       | 2001 |  |  | 2002 |     |       | 2003 |    |      | 2004 |           |      | 2005 |    |      | 2006 |    |      | Total
|                                              |                       |      |  |  |      |     |       |      |    |      |      | and after |      |     
|                                             
|Fixed rate European currency debt securities  |                       |      |  |  |      | 7   |       |      | 41 |      |      | 26        |      |      | 27 |      |      |   |      |       | 199 |      |  | 300   | 
|                                              | average interest rate |      |  |  |      |     | 6.3%  |      |    | 6.9% |      |           | 5.9% |      |    | 6.3% |      |    |     |       |     | 5.8% |  |       |  |          
|Fixed rate US dollar debt securities          |                       |      |  |  |      | 34  |       |      | 25 |      |      |          |      |      |   |      |      | 25 |      |       | 196 |      |  | 280   | 
|                                              | average interest rate |      |  |  |      |     | 7.4%  |      |    | 7.2% |      |           |     |      |    |     |      |    | 7.2% |       |     | 6.7% |  |       |  |          
|Variable rate Canadian dollar debt securities |                       |      |  |  |      | 558 |       |      |   |      |      |          |      |      |   |      |      |   |      |       |    |      |  | 558   | 
|                                              | average interest rate |      |  |  |      |     | 5.6%  |      |    |     |      |           |     |      |    |     |      |    |     |       |     |     |  |       |  |          
|Other fixed rate debt securities              |                       |      |  |  |      | 6   |       |      |   |      |      |          |      |      | 11 |      |      |   |      |       | 8   |      |  | 25    | 
|                                              | average interest rate |      |  |  |      |     | 25.0% |      |    |     |      |           |     |      |    | 8.0% |      |    |     |       |     | 6.7% |  |       |  |          
|Other variable rate debt securities           |                       |      |  |  |      | 20  |       |      |   |      |      |          |      |      |   |      |      |   |      |       |    |      |  | 20    | 
|                                              | average interest rate |      |  |  |      |     | 12.7% |      |    |     |      |           |     |      |    |     |      |    |     |       |     |     |  |       |  |          
|                                             
|Total                                         |                       |      |  |  |      | 625 |       |      | 66 |      |      | 26        |      |      | 38 |      |      | 25 |      |       | 403 |      |  | 1,183 | 
|                                             

Equity securities held for purposes other than trading
At December 31, 2001, Group companies held equity securities for purposes other
than trading amounting to $3,277 million (2000: $2,435 million). These
principally comprised shares of Royal Dutch and Shell Transport, amounting to
$1,953 million, held in connection with share option plans and other incentive
compensation plans and a portfolio amounting to $605 million required to be
held long-term by the Group insurance companies as security for their insurance
activities. The portfolio tracks the Morgan Stanley World Index and therefore
is spread over 20 of the major stock markets according to respective market
capitalisation, including 59% in the USA, 11% in the UK, 8% in Japan, 4% in
France, 3% in Germany and 3% in Switzerland.



Royal Dutch/Shell Group of Companies G37



---



##### Table of Contents



Debt
The following two tables give details of debt owed by Group companies at
December 31, 2001 and 2000 respectively, by year of maturity. Estimated fair
value approximates carrying amount.

|                                     |                       |      |  |  |      |       |       |      |     |      |      |    |       |      |    |       |           |     |       |       |     |      |  |       |  |           |  |  | 
|------------------------------------ | --------------------- | ---- |  |  | ---- | ----- | ----- | ---- | --- | ---- | ---- | -- | ----- | ---- | -- | ----- | --------- | --- | ----- | ----- | --- | ---- |  | ----- |  | --------- |  |  | 
|2001                                 |                       |      |  |  |      |       |       |      |     |      |      |    |       |      |    |       |           |     |       |       |     |      |  |       |  | $ million
|                                    
|                                     |                       | 2002 |  |  | 2003 |       |       | 2004 |     |      | 2005 |    |       | 2006 |    |       | 2007      |     |       | Total
|                                     |                       |      |  |  |      |       |       |      |     |      |      |    |       |      |    |       | and after |     |       |      
|                                    
|Fixed rate US dollar debt            |                       |      |  |  |      | 972   |       |      | 569 |      |      | 55 |       |      | 46 |       |           | 36  |       |       | 11  |      |  | 1,689 | 
|                                     | average interest rate |      |  |  |      |       | 5.9%  |      |     | 5.4% |      |    | 4.7%  |      |    | 4.7%  |           |     | 4.7%  |       |     | 4.6% |  |       |  |          
|Variable rate US dollar debt         |                       |      |  |  |      | 2,164 |       |      | 98  |      |      | 26 |       |      | 25 |       |           | 131 |       |       | 280 |      |  | 2,724 | 
|                                     | average interest rate |      |  |  |      |       | 5.0%  |      |     | 3.7% |      |    | 4.8%  |      |    | 4.5%  |           |     | 4.7%  |       |     | 5.1% |  |       |  |          
|Fixed rate European currency debt    |                       |      |  |  |      | 73    |       |      | 188 |      |      |   |       |      | 1  |       |           | 1   |       |       | 7   |      |  | 270   | 
|                                     | average interest rate |      |  |  |      |       | 4.4%  |      |     | 2.8% |      |    |      |      |    | 5.4%  |           |     | 3.0%  |       |     | 4.7% |  |       |  |          
|Variable rate European currency debt |                       |      |  |  |      | 68    |       |      |    |      |      |   |       |      |   |       |           |    |       |       |    |      |  | 68    | 
|                                     | average interest rate |      |  |  |      |       | 7.8%  |      |     |     |      |    |      |      |    |      |           |     |      |       |     |     |  |       |  |          
|Other fixed rate debt                |                       |      |  |  |      | 79    |       |      | 2   |      |      |   |       |      | 10 |       |           |    |       |       | 42  |      |  | 133   | 
|                                     | average interest rate |      |  |  |      |       | 13.9% |      |     | 5.9% |      |    |      |      |    | 0.8%  |           |     |      |       |     | 7.8% |  |       |  |          
|Other variable rate debt             |                       |      |  |  |      | 624   |       |      | 48  |      |      | 13 |       |      | 7  |       |           | 6   |       |       | 2   |      |  | 700   | 
|                                     | average interest rate |      |  |  |      |       | 13.7% |      |     | 7.9% |      |    | 11.8% |      |    | 13.2% |           |     | 12.8% |       |     | 9.5% |  |       |  |          
|                                    
|Total                                |                       |      |  |  |      | 3,980 |       |      | 905 |      |      | 94 |       |      | 89 |       |           | 174 |       |       | 342 |      |  | 5,584 | 
|                                    

Fixed rate European currency debt expected to mature in 2003 includes $179
million of Swiss franc debt (with an average interest rate of 2.5%).

Other variable rate debt expected to mature in 2002 includes $196 million of
Nigerian naira debt (21.3%) and $133 million of Canadian dollar debt (3.6%).

|                                     |                       |  |  |  |  |       |       |  |       |      |  |      |       |  |      |       |  |      |       |  |           |      |  |       |  |  |  |  | 
|------------------------------------ | --------------------- |  |  |  |  | ----- | ----- |  | ----- | ---- |  | ---- | ----- |  | ---- | ----- |  | ---- | ----- |  | --------- | ---- |  | ----- |  |  |  |  | 
|2000                                 |                       |  |  |  |  |       |       |  |       |      |  |      |       |  |      |       |  |      |       |  |           |      |  |       |  |  |  |  | 
|                                    
|                                     |                       |  |  |  |  | 2001  |       |  | 2002  |      |  | 2003 |       |  | 2004 |       |  | 2005 |       |  | 2006      |      |  | Total
|                                     |                       |  |  |  |  |       |       |  |       |      |  |      |       |  |      |       |  |      |       |  | and after |      |  |      
|                                    
|Fixed rate US dollar debt            |                       |  |  |  |  | 517   |       |  | 739   |      |  | 509  |       |  | 104  |       |  | 4    |       |  | 16        |      |  | 1,889 | 
|                                     | average interest rate |  |  |  |  |       | 9.5%  |  |       | 6.1% |  |      | 5.0%  |  |      | 7.0%  |  |      | 5.6%  |  |           | 5.9% |  |       |  | 
|Variable rate US dollar debt         |                       |  |  |  |  | 1,349 |       |  | 365   |      |  | 234  |       |  | 232  |       |  | 171  |       |  | 948       |      |  | 3,299 | 
|                                     | average interest rate |  |  |  |  |       | 5.7%  |  |       | 7.1% |  |      | 7.2%  |  |      | 7.3%  |  |      | 7.4%  |  |           | 7.7% |  |       |  | 
|Fixed rate European currency debt    |                       |  |  |  |  | 20    |       |  | 32    |      |  | 184  |       |  |     |       |  | 2    |       |  | 8         |      |  | 246   | 
|                                     | average interest rate |  |  |  |  |       | 7.4%  |  |       | 5.9% |  |      | 2.5%  |  |      |      |  |      | 5.5%  |  |           | 5.2% |  |       |  | 
|Variable rate European currency debt |                       |  |  |  |  | 215   |       |  | 7     |      |  | 7    |       |  |     |       |  |     |       |  |          |      |  | 229   | 
|                                     | average interest rate |  |  |  |  |       | 8.2%  |  |       | 5.2% |  |      | 5.5%  |  |      |      |  |      |      |  |           |     |  |       |  | 
|Other fixed rate debt                |                       |  |  |  |  | 254   |       |  | 43    |      |  | 5    |       |  | 4    |       |  | 13   |       |  | 36        |      |  | 355   | 
|                                     | average interest rate |  |  |  |  |       | 5.2%  |  |       | 5.9% |  |      | 5.7%  |  |      | 5.6%  |  |      | 7.9%  |  |           | 8.0% |  |       |  | 
|Other variable rate debt             |                       |  |  |  |  | 961   |       |  | 122   |      |  | 20   |       |  | 6    |       |  | 4    |       |  |          |      |  | 1,113 | 
|                                     | average interest rate |  |  |  |  |       | 12.0% |  |       | 7.5% |  |      | 15.1% |  |      | 14.5% |  |      | 15.0% |  |           |     |  |       |  | 
|                                    
|Total                                |                       |  |  |  |  | 3,316 |       |  | 1,308 |      |  | 959  |       |  | 346  |       |  | 194  |       |  | 1,008     |      |  | 7,131 | 
|                                    



G38 Royal Dutch/Shell Group of Companies



---



##### Table of Contents



Interest rate swaps/forward rate agreements

The following two tables give details of interest rate swaps/forward rate
agreements held by Group companies at December 31, 2001 and 2000 respectively,
by expected year of maturity. These are held for purposes other than trading.
The variable interest rate component of contracts is generally linked to
inter-bank offer rates.

|                                            |                      |  |       |      |  |      |     |       |      |  |           |                 |  |                 |           |  |            |           |     |   | 
|------------------------------------------- | -------------------- |  | ----- | ---- |  | ---- | --- | ----- | ---- |  | --------- | --------------- |  | --------------- | --------- |  | ---------- | --------- | --- | - | 
|2001                                        |                      |  |       |      |  |      |     |       |      |  |           |                 |  |                 |           |  |            | $ million
|                                           
|                                            |                      |  | 2002  |      |  | 2003 |     |       | 2007 |  |           | Total contract/ |  |                 | Estimated
|                                            |                      |  |       |      |  |      |     |       |      |  | and after |                 |  | notional amount |           |  | fair value
|                                           
|US dollar                                   |                      |  |       |      |  |      |     |       |      |  |           |                 |  |                 |           |  |            |           |     |  
|Fixed to Variable: contract/notional amount |                      |  | 826   |      |  |      | 500 |       |      |  | 59        |                 |  |                 | 1,385     |  |            |           | 41  |  
|                                            | average pay rate     |  |       | 4.2% |  |      |     | 4.4%  |      |  |           | 9.6%            |  |                 |           |  |            |           |     |   | 
|                                            | average receive rate |  |       | 6.0% |  |      |     | 5.0%  |      |  |           | 6.2%            |  |                 |           |  |            |           |     |   | 
|Variable to Fixed: contract/notional amount |                      |  | 58    |      |  |      | 288 |       |      |  | 80        |                 |  |                 | 426       |  |            |           | (24 | )
|                                            | average pay rate     |  |       | 6.9% |  |      |     | 6.0%  |      |  |           | 5.0%            |  |                 |           |  |            |           |     |   | 
|                                            | average receive rate |  |       | 5.7% |  |      |     | 4.1%  |      |  |           | 4.3%            |  |                 |           |  |            |           |     |   | 
|                                           
|Other currencies                            |                      |  |       |      |  |      |     |       |      |  |           |                 |  |                 |           |  |            |           |     |  
|Fixed to Variable: contract/notional amount |                      |  | 94    |      |  |      | 7   |       |      |  |          |                 |  |                 | 101       |  |            |           | 1   |  
|                                            | average pay rate     |  |       | 3.0% |  |      |     | 5.4%  |      |  |           |                |  |                 |           |  |            |           |     |   | 
|                                            | average receive rate |  |       | 3.7% |  |      |     | 7.0%  |      |  |           |                |  |                 |           |  |            |           |     |   | 
|Variable to Fixed: contract/notional amount |                      |  | 41    |      |  |      | 9   |       |      |  |          |                 |  |                 | 50        |  |            |           | -   |  
|                                            | average pay rate     |  |       | 9.8% |  |      |     | 12.8% |      |  |           |                |  |                 |           |  |            |           |     |   | 
|                                            | average receive rate |  |       | 9.1% |  |      |     | 9.0%  |      |  |           |                |  |                 |           |  |            |           |     |   | 
|                                           
|Total                                       |                      |  | 1,019 |      |  |      | 804 |       |      |  | 139       |                 |  |                 | 1,962     |  |            |           | 18  |  
|                                           

|                                            |                      |  |      |      |  |      |     |       |      |  |     |       |           |  |      |                 |  |                 |            |       |           |  |       |  |  |           |     |   | 
|------------------------------------------- | -------------------- |  | ---- | ---- |  | ---- | --- | ----- | ---- |  | --- | ----- | --------- |  | ---- | --------------- |  | --------------- | ---------- | ----- | --------- |  | ----- |  |  | --------- | --- | - | 
|2000                                        |                      |  |      |      |  |      |     |       |      |  |     |       |           |  |      |                 |  |                 |            |       |           |  |       |  |  | $ million
|                                           
|                                            |                      |  | 2001 |      |  | 2002 |     |       | 2003 |  |     | 2004  |           |  | 2006 |                 |  | Total contract/ |            |       | Estimated
|                                            |                      |  |      |      |  |      |     |       |      |  |     |       | and after |  |      | notional amount |  |                 | fair value
|                                           
|US dollar                                   |                      |  |      |      |  |      |     |       |      |  |     |       |           |  |      |                 |  |                 |            |       |           |  |       |  |  |           |     |  
|Fixed to Variable: contract/notional amount |                      |  | 250  |      |  |      | 826 |       |      |  | 500 |       |           |  | 100  |                 |  |                 | 8          |       |           |  | 1,684 |  |  |           | 6   |  
|                                            | average pay rate     |  |      | 9.2% |  |      |     | 6.5%  |      |  |     | 6.6%  |           |  |      | 6.6%            |  |                 |            | 11.8% |           |  |       |  |  |           |     |   | 
|                                            | average receive rate |  |      | 8.9% |  |      |     | 6.0%  |      |  |     | 5.0%  |           |  |      | 7.0%            |  |                 |            | 12.8% |           |  |       |  |  |           |     |   | 
|Variable to Fixed: contract/notional amount |                      |  | 450  |      |  |      | 58  |       |      |  | 288 |       |           |  |     |                 |  |                 | 280        |       |           |  | 1,076 |  |  |           | (17 | )
|                                            | average pay rate     |  |      | 6.1% |  |      |     | 6.9%  |      |  |     | 6.0%  |           |  |      |                |  |                 |            | 6.9%  |           |  |       |  |  |           |     |   | 
|                                            | average receive rate |  |      | 6.6% |  |      |     | 6.7%  |      |  |     | 6.8%  |           |  |      |                |  |                 |            | 6.1%  |           |  |       |  |  |           |     |   | 
|                                           
|UK pound                                    |                      |  |      |      |  |      |     |       |      |  |     |       |           |  |      |                 |  |                 |            |       |           |  |       |  |  |           |     |  
|Fixed to Variable: contract/notional amount |                      |  | 218  |      |  |      |    |       |      |  | 7   |       |           |  |     |                 |  |                 |           |       |           |  | 225   |  |  |           | (14 | )
|                                            | average pay rate     |  |      | 7.8% |  |      |     |      |      |  |     | 5.7%  |           |  |      |                |  |                 |            |      |           |  |       |  |  |           |     |   | 
|                                            | average receive rate |  |      | 6.2% |  |      |     |      |      |  |     | 7.0%  |           |  |      |                |  |                 |            |      |           |  |       |  |  |           |     |   | 
|Other currencies                            |                      |  |      |      |  |      |     |       |      |  |     |       |           |  |      |                 |  |                 |            |       |           |  |       |  |  |           |     |  
|Variable to Fixed: contract/notional amount |                      |  | 47   |      |  |      | 62  |       |      |  | 19  |       |           |  |     |                 |  |                 |           |       |           |  | 128   |  |  |           | (1  | )
|                                            | average pay rate     |  |      | 6.3% |  |      |     | 10.6% |      |  |     | 12.8% |           |  |      |                |  |                 |            |      |           |  |       |  |  |           |     |   | 
|                                            | average receive rate |  |      | 6.6% |  |      |     | 10.2% |      |  |     | 10.3% |           |  |      |                |  |                 |            |      |           |  |       |  |  |           |     |   | 
|                                           
|Total                                       |                      |  | 965  |      |  |      | 946 |       |      |  | 814 |       |           |  | 100  |                 |  |                 | 288        |       |           |  | 3,113 |  |  |           | (26 | )
|                                           

Royal Dutch/Shell Group of Companies G39





---



##### Table of Contents



Foreign exchange contracts

The following two tables give details of forward exchange contracts held by
Group companies at December 31, 2001 and 2000 respectively. These are held for
purposes other than trading. Contract categories with a contract/notional
amount exceeding $100 million and/or an estimated fair value exceeding $10
million (gain or loss) are listed separately.

|                                     |  |                     |       |  |                   |  |       |            |  |           |    |  
|------------------------------------ |  | ------------------- | ----- |  | ----------------- |  | ----- | ---------- |  | --------- | -- | -
|2001(all contracts mature in 2002)   |  |                     |       |  |                   |  |       |            |  | $ million
|                                    
|                                     |  | Average contractual |       |  | Contract/notional |  |       | Estimated 
|                                     |  | exchange rate       |       |  | amount            |  |       | fair value
|                                    
|Buy UK pound/sell US dollar          |  |                     | 1.44  |  |                   |  | 1,735 |            |  |           | 2  |  
|Buy euro/sell US dollar              |  |                     | 0.89  |  |                   |  | 706   |            |  |           | 1  |  
|Buy US dollar/sell Canadian dollar   |  |                     | 1.60  |  |                   |  | 411   |            |  |           | 1  |  
|Buy US dollar/sell Swedish krona     |  |                     | 10.61 |  |                   |  | 291   |            |  |           | (1 | )
|Buy US dollar/sell Philippine peso   |  |                     | 52    |  |                   |  | 289   |            |  |           | (1 | )
|Buy Australian dollar/sell US dollar |  |                     | 0.51  |  |                   |  | 214   |            |  |           | 1  |  
|Buy US dollar/sell Danish krona      |  |                     | 8.38  |  |                   |  | 143   |            |  |           | 1  |  
|Buy US dollar/sell Hong Kong dollar  |  |                     | 7.80  |  |                   |  | 143   |            |  |           |   |  
|Buy US dollar/sell Japanese yen      |  |                     | 124   |  |                   |  | 116   |            |  |           | 8  |  
|Buy US dollar/sell Singapore dollar  |  |                     | 1.83  |  |                   |  | 114   |            |  |           | (1 | )
|Buy euro/sell Danish krona           |  |                     | 7.44  |  |                   |  | 106   |            |  |           |   |  
|Other contracts                      |  |                     |       |  |                   |  | 346   |            |  |           | 4  |  
|                                    
|Total                                |  |                     |       |  |                   |  | 4,614 |            |  |           | 15 |  
|                                    

|                                     |  |                     |      |  |                   |  |       |            |  |           |     |  
|------------------------------------ |  | ------------------- | ---- |  | ----------------- |  | ----- | ---------- |  | --------- | --- | -
|2000 (all contracts mature in 2001)  |  |                     |      |  |                   |  |       |            |  | $ million
|                                    
|                                     |  | Average contractual |      |  | Contract/notional |  |       | Estimated 
|                                     |  | exchange rate       |      |  | amount            |  |       | fair value
|                                    
|Buy US dollar/sell euro              |  |                     | 1.12 |  |                   |  | 1,300 |            |  |           | (58 | )
|Buy UK pound/sell US dollar          |  |                     | 1.47 |  |                   |  | 848   |            |  |           | 12  |  
|Buy Australian dollar/sell US dollar |  |                     | 0.56 |  |                   |  | 346   |            |  |           | (1  | )
|Buy Canadian dollar/sell US dollar   |  |                     | 0.66 |  |                   |  | 340   |            |  |           | 5   |  
|Buy US dollar/sell Canadian dollar   |  |                     | 1.50 |  |                   |  | 311   |            |  |           | 2   |  
|Buy US dollar/sell Philippine peso   |  |                     | 50   |  |                   |  | 284   |            |  |           | 1   |  
|Buy US dollar/sell Japanese yen      |  |                     | 115  |  |                   |  | 280   |            |  |           | 11  |  
|Buy Swiss franc/sell euro            |  |                     | 0.66 |  |                   |  | 221   |            |  |           | (1  | )
|Buy US dollar/sell UK pound          |  |                     | 0.68 |  |                   |  | 181   |            |  |           | (3  | )
|Buy Malaysian ringgit/sell US dollar |  |                     | 0.26 |  |                   |  | 130   |            |  |           |    |  
|Buy Japanese yen/sell US dollar      |  |                     | 0.01 |  |                   |  | 127   |            |  |           | (4  | )
|Buy US dollar/sell Danish krona      |  |                     | 8.33 |  |                   |  | 100   |            |  |           | (4  | )
|Other contracts                      |  |                     |      |  |                   |  | 779   |            |  |           | (12 | )
|                                    
|Total                                |  |                     |      |  |                   |  | 5,247 |            |  |           | (52 | )
|                                    

G40Royal Dutch/Shell Group of Companies





---



##### Table of Contents



Currency swaps/options

The following two tables give details of currency swaps contracts held by Group
companies at December 31, 2001 and 2000 respectively, by expected year of
maturity. These are held for purposes other than trading. Contract categories
with a contract/ notional amount exceeding $100 million and/or an estimated
fair value exceeding $10 million (gain or loss) are listed separately.

|                                     |  |               |      |  |      |                 |     |            |  |  |      |  |  |      |     |  |                 |  |    |           |  |  |     |  |  |           |     |  
|------------------------------------ |  | ------------- | ---- |  | ---- | --------------- | --- | ---------- |  |  | ---- |  |  | ---- | --- |  | --------------- |  | -- | --------- |  |  | --- |  |  | --------- | --- | -
|2001                                 |  |               |      |  |      |                 |     |            |  |  |      |  |  |      |     |  |                 |  |    |           |  |  |     |  |  | $ million
|                                    
|                                     |  | Average       |      |  | 2002 |                 |     | 2003       |  |  | 2004 |  |  | 2005 |     |  | Total contract/ |  |    | Estimated
|                                     |  | contractual   |      |  |      | notional amount |     | fair value
|                                     |  | exchange rate |      |  |      |                 |     |            |  |  |      |  |  |      |     |  |                 |  |   
|                                    
|Buy US dollar/sell Brazilian real    |  |               | 2.41 |  |      |                 | 108 |            |  |  | 15   |  |  |      | 61  |  |                 |  | 50 |           |  |  | 234 |  |  |           | (18 | )
|Buy US dollar/sell Canadian dollar   |  |               | 1.39 |  |      |                 | 109 |            |  |  | 82   |  |  |      | 15  |  |                 |  | 5  |           |  |  | 211 |  |  |           | 15  |  
|Buy US dollar/sell Swiss franc       |  |               | 1.50 |  |      |                 |    |            |  |  | 200  |  |  |      |    |  |                 |  |   |           |  |  | 200 |  |  |           | (21 | )
|Buy US dollar/sell Australian dollar |  |               | 1.52 |  |      |                 | 38  |            |  |  | 39   |  |  |      |    |  |                 |  |   |           |  |  | 77  |  |  |           | 23  |  
|Buy US dollar/sell Zimbabwe dollar   |  |               | 7.67 |  |      |                 |    |            |  |  |     |  |  |      |    |  |                 |  | 23 |           |  |  | 23  |  |  |           | 13  |  
|Other contracts                      |  |               |      |  |      |                 | 120 |            |  |  | 7    |  |  |      | 92  |  |                 |  |   |           |  |  | 219 |  |  |           | 5   |  
|                                    
|Total                                |  |               |      |  |      |                 | 375 |            |  |  | 343  |  |  |      | 168 |  |                 |  | 78 |           |  |  | 964 |  |  |           | 17  |  
|                                    

|                                     |  |               |      |  |                 |  |     |            |  |  |      |  |  |      |     |  |      |  |    |                 |  |  |           |  |  |  |       |  |  |           |     |  
|------------------------------------ |  | ------------- | ---- |  | --------------- |  | --- | ---------- |  |  | ---- |  |  | ---- | --- |  | ---- |  | -- | --------------- |  |  | --------- |  |  |  | ----- |  |  | --------- | --- | -
|2000                                 |  |               |      |  |                 |  |     |            |  |  |      |  |  |      |     |  |      |  |    |                 |  |  |           |  |  |  |       |  |  | $ million
|                                    
|                                     |  | Average       |      |  | 2001            |  |     | 2002       |  |  | 2003 |  |  | 2004 |     |  | 2005 |  |    | Total contract/ |  |  | Estimated
|                                     |  | contractual   |      |  | notional amount |  |     | fair value
|                                     |  | exchange rate |      |  |                 |  |     |            |  |  |      |  |  |      |     |  |      |  |    |                 |  |  |           | 
|                                    
|Buy US dollar/sell Canadian dollar   |  |               | 1.40 |  |                 |  | 243 |            |  |  | 74   |  |  |      | 30  |  |      |  | 11 |                 |  |  | 5         |  |  |  | 363   |  |  |           | 13  |  
|Buy US dollar/sell Swiss franc       |  |               | 1.50 |  |                 |  |    |            |  |  |     |  |  |      | 200 |  |      |  |   |                 |  |  |          |  |  |  | 200   |  |  |           | (21 | )
|Buy Canadian dollar/sell US dollar   |  |               | 0.69 |  |                 |  | 138 |            |  |  | 10   |  |  |      | 7   |  |      |  |   |                 |  |  |          |  |  |  | 155   |  |  |           | (4  | )
|Buy US dollar/sell Australian dollar |  |               | 1.52 |  |                 |  | 42  |            |  |  | 42   |  |  |      | 42  |  |      |  |   |                 |  |  |          |  |  |  | 126   |  |  |           | 25  |  
|Buy US dollar/sell Brazilian real    |  |               | 1.96 |  |                 |  | 48  |            |  |  | 55   |  |  |      |    |  |      |  |   |                 |  |  |          |  |  |  | 103   |  |  |           | 5   |  
|Other contracts                      |  |               |      |  |                 |  | 52  |            |  |  | 32   |  |  |      |    |  |      |  |   |                 |  |  |          |  |  |  | 84    |  |  |           | 6   |  
|                                    
|Total                                |  |               |      |  |                 |  | 523 |            |  |  | 213  |  |  |      | 279 |  |      |  | 11 |                 |  |  | 5         |  |  |  | 1,031 |  |  |           | 24  |  
|                                    

In conjunction with natural gas marketing activities, Group companies held put
and call options to buy Canadian dollars and sell US dollars at December 31,
2001 each with a contract/notional amount of $0.2 billion (2000: $0.4 billion)
and a total estimated fair value of $(11) million (2000: $(7) million) and
expected maturity dates in 2002-2003 (2001-2003).

Royal Dutch/Shell Group of Companies G41





---



##### Table of Contents



Commodity derivatives

The tables on this and the following pages give details of commodity swaps,
options and futures contracts held by Group companies at December 31, 2001 and
2000 respectively, by expected year of maturity. Variable prices are linked to
indexed or dated commodities.

Commodity swaps held for trading purposes

|                   |                                                 |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  |           |     |       |  
|------------------ | ----------------------------------------------- | ---- | --------------- | --------- | ---- | ---------- |  | --------- |  |  | --------------- | ------- |  | --------- | ------ | ----- |  | --------- | --- | ----- | -
|2001               |                                                 |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  | $ million
|                  
|                   |                                                 | 2002 |                 |           | 2003 |            |  | 2004      |  |  | Total contract/ |         |  | Estimated
|                   |                                                 |      | notional amount |           |      | fair value
|                  
|Crude oil swaps    |                                                 |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  |           |     |      
|(a)                | Variable price to variable price contracts:     |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  |           |     |       |  
|                   | contract/notional amount ($million)             |      |                 | 1,305     |      |            |  |          |  |  |                 |        |  |           |        | 1,305 |  |           |     | (4    | )
|                   | volume (million barrels m bbl)                |      |                 | 64        |      |            |  |          |  |  |                 |        |  |           |        |       |  |           |     |       |  
|                   | average pay/receive price ($per barrel $/bbl) |      |                 | 20.4/20.3 |      |            |  |          |  |  |                 |        |  |           |        |       |  |           |     |       |  
|(b)                | Buy fixed price/sell variable price contracts:  |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  |           |     |       |  
|                   | contract/notional amount ($million)             |      |                 | 431       |      |            |  | 36        |  |  |                 |        |  |           |        | 467   |  |           |     | (31   | )
|                   | volume (m bbl)                                  |      |                 | 35        |      |            |  | 2         |  |  |                 |        |  |           |        |       |  |           |     |       |  
|                   | average pay/receive price ($/bbl)               |      |                 | 12.3/11.5 |      |            |  | 22.0/20.0 |  |  |                 |        |  |           |        |       |  |           |     |       |  
|(c)                | Buy variable price/sell fixed price contracts:  |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  |           |     |       |  
|                   | contract/notional amount ($million)             |      |                 | 505       |      |            |  | 72        |  |  |                 |        |  |           |        | 577   |  |           |     | 60    |  
|                   | volume (m bbl)                                  |      |                 | 36        |      |            |  | 4         |  |  |                 |        |  |           |        |       |  |           |     |       |  
|                   | average pay/receive price ($/bbl)               |      |                 | 12.8/14.3 |      |            |  | 17.1/19.1 |  |  |                 |        |  |           |        |       |  |           |     |       |  
|                  
|Oil products swaps |                                                 |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  |           |     |      
|(a)                | Variable price to variable price contracts:     |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  |           |     |       |  
|                   | contract/notional amount ($million)             |      |                 | 28        |      |            |  | 38        |  |  |                 |        |  |           |        | 66    |  |           |     |      |  
|                   | volume (m bbl)                                  |      |                 | 1         |      |            |  | 2         |  |  |                 |        |  |           |        |       |  |           |     |       |  
|                   | average pay/receive price ($/bbl)               |      |                 | 20.6/20.7 |      |            |  | 20.9/20.8 |  |  |                 |        |  |           |        |       |  |           |     |       |  
|(b)                | Buy fixed price/sell variable price contracts:  |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  |           |     |       |  
|                   | contract/notional amount ($million)             |      |                 | 357       |      |            |  | 9         |  |  |                 |        |  |           |        | 366   |  |           |     | (22   | )
|                   | volume (m bbl)                                  |      |                 | 34        |      |            |  | 3         |  |  |                 |        |  |           |        |       |  |           |     |       |  
|                   | average pay/receive price ($/bbl)               |      |                 | 10.5/9.9  |      |            |  | 3.1/2.3   |  |  |                 |        |  |           |        |       |  |           |     |       |  
|(c)                | Buy variable price/sell fixed price contracts:  |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  |           |     |       |  
|                   | contract/notional amount ($million)             |      |                 | 480       |      |            |  |          |  |  |                 |        |  |           |        | 480   |  |           |     | 14    |  
|                   | volume (m bbl)                                  |      |                 | 42        |      |            |  |          |  |  |                 |        |  |           |        |       |  |           |     |       |  
|                   | average pay/receive price ($/bbl)               |      |                 | 11.2/11.5 |      |            |  |          |  |  |                 |        |  |           |        |       |  |           |     |       |  
|                  
|Natural gas swapsa |                                                 |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  |           |     |      
|(a)                | Buy fixed price/sell variable price contracts:  |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  |           |     |       |  
|                   | contract/notional amount ($million)             |      |                 | 3,547     |      |            |  | 671       |  |  |                 | 299     |  |           |        | 4,749 |  |           |     | (943  | )
|                   | volume (thousand million cubic feet bcf)      |      |                 | 1,454     |      |            |  | 376       |  |  |                 | 182     |  |           |        |       |  |           |     |       |  
|                   | average pay/receive price ($/thousand cf)       |      |                 | 2.8/2.4   |      |            |  | 3.2/1.8   |  |  |                 | 3.1/1.7 |  |           |        |       |  |           |     |       |  
|(b)                | (b) Buy variable/sell fixed price contracts:    |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  |           |     |       |  
|                   | contract/notional amount ($million)             |      |                 | 3,743     |      |            |  | 746       |  |  |                 | 248     |  |           |        | 4,937 |  |           |     | 1,099 |  
|                   | volume (bcf)                                    |      |                 | 1,467     |      |            |  | 374       |  |  |                 | 161     |  |           |        |       |  |           |     |       |  
|                   | average pay/receive price ($/thousand cf)       |      |                 | 2.4/3.5   |      |            |  | 2.0/3.5   |  |  |                 | 1.5/3.5 |  |           |        |       |  |           |     |       |  
|                  
|Total              |                                                 |      |                 |           |      |            |  |           |  |  |                 |         |  |           | 12,947 |       |  |           | 173 |      
|                  

a      Natural gas swaps (maturity in 2005 and after):

|    |                                                |  |      |         |  |      |           |         |      |  |  |         |  |  |  |  |  |  |  |  | 
|--- | ---------------------------------------------- |  | ---- | ------- |  | ---- | --------- | ------- | ---- |  |  | ------- |  |  |  |  |  |  |  |  | 
|   
|    |                                                |  | 2005 |         |  | 2006 |           |         | 2007 |  |  |         |  |  |  |  | 
|    |                                                |  |      |         |  |      | and after |         |      |  |  |         |  |  | 
|   
|(a) | Buy fixed price/sell variable price contracts: | 
|    | contract/notional amount ($million)            |  |      | 140     |  |      |           | 66      |      |  |  | 26      | 
|    | volume (bcf)                                   |  |      | 94      |  |      |           | 50      |      |  |  | 40      | 
|    | average pay/receive price ($/thousand cf)      |  |      | 3.1/1.5 |  |      |           | 2.9/1.3 |      |  |  | 2.6/0.7 | 
|(b) | Buy variable/sell fixed price contracts:       |  |      |         |  |      |           |         |      |  |  |         | 
|    | contract/notional amount ($million)            |  |      | 70      |  |      |           | 58      |      |  |  | 72      | 
|    | volume (bcf)                                   |  |      | 76      |  |      |           | 59      |      |  |  | 79      | 
|    | average pay/receive price ($/thousand cf)      |  |      | 0.9/3.3 |  |      |           | 1.0/3.1 |      |  |  | 0.9/2.9 | 
|   

G42Royal Dutch/Shell Group of Companies





---



##### Table of Contents



|                   |                                                 |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  |           |     |        |  
|------------------ | ----------------------------------------------- | ---- | --------------- | --------- | ---- | ---------- |  | --------- |  |  | --------------- | ------- |  | --------- | ------ | ----- |  | --------- | --- | ------ | -
|2000               |                                                 |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  | $ million
|                  
|                   |                                                 | 2001 |                 |           | 2002 |            |  | 2003      |  |  | Total contract/ |         |  | Estimated
|                   |                                                 |      | notional amount |           |      | fair value
|                  
|Crude oil swaps    |                                                 |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  |           |     |       
|(a)                | Variable price to variable price contracts:     |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  |           |     |        |  
|                   | contract/notional amount ($million)             |      |                 | 650       |      |            |  |          |  |  |                 |        |  |           |        | 650   |  |           |     | (6     | )
|                   | volume (million barrels m bbl)                |      |                 | 27        |      |            |  |          |  |  |                 |        |  |           |        |       |  |           |     |        |  
|                   | average pay/receive price ($per barrel $/bbl) |      |                 | 23.8/23.6 |      |            |  |          |  |  |                 |        |  |           |        |       |  |           |     |        |  
|(b)                | Buy fixed price/sell variable price contracts:  |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  |           |     |        |  
|                   | contract/notional amount ($million)             |      |                 | 608       |      |            |  | 15        |  |  |                 |        |  |           |        | 623   |  |           |     | (27    | )
|                   | volume (m bbl)                                  |      |                 | 42        |      |            |  | 4         |  |  |                 |        |  |           |        |       |  |           |     |        |  
|                   | average pay/receive price ($/bbl)               |      |                 | 15.3/13.8 |      |            |  | 3.5/3.6   |  |  |                 |        |  |           |        |       |  |           |     |        |  
|(c)                | Buy variable price/sell fixed price contracts:  |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  |           |     |        |  
|                   | contract/notional amount ($million)             |      |                 | 449       |      |            |  | 19        |  |  |                 | 7       |  |           |        | 475   |  |           |     | 26     |  
|                   | volume (m bbl)                                  |      |                 | 27        |      |            |  | 1         |  |  |                 | 1       |  |           |        |       |  |           |     |        |  
|                   | average pay/receive price ($/bbl)               |      |                 | 15.9/16.8 |      |            |  | 22.3/23.1 |  |  |                 | 5.9/6.4 |  |           |        |       |  |           |     |        |  
|                  
|Oil products swaps |                                                 |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  |           |     |       
|(a)                | Variable price to variable price contracts:     |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  |           |     |        |  
|                   | contract/notional amount ($million)             |      |                 | 13        |      |            |  |          |  |  |                 |        |  |           |        | 13    |  |           |     |       |  
|                   | volume (m bbl)                                  |      |                 | *         |      |            |  |          |  |  |                 |        |  |           |        |       |  |           |     |        |  
|                   | average pay/receive price ($/bbl)               |      |                 | 36.0/35.8 |      |            |  |          |  |  |                 |        |  |           |        |       |  |           |     |        |  
|(b)                | Buy fixed price/sell variable price contracts:  |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  |           |     |        |  
|                   | contract/notional amount ($million)             |      |                 | 624       |      |            |  |          |  |  |                 |        |  |           |        | 624   |  |           |     | (80    | )
|                   | volume (m bbl)                                  |      |                 | 34        |      |            |  |          |  |  |                 |        |  |           |        |       |  |           |     |        |  
|                   | average pay/receive price ($/bbl)               |      |                 | 20.9/18.1 |      |            |  |          |  |  |                 |        |  |           |        |       |  |           |     |        |  
|(c)                | Buy variable price/sell fixed price contracts:  |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  |           |     |        |  
|                   | contract/notional amount ($million)             |      |                 | 696       |      |            |  |          |  |  |                 |        |  |           |        | 696   |  |           |     | 98     |  
|                   | volume (m bbl)                                  |      |                 | 39        |      |            |  |          |  |  |                 |        |  |           |        |       |  |           |     |        |  
|                   | average pay/receive price ($/bbl)               |      |                 | 15.5/17.1 |      |            |  |          |  |  |                 |        |  |           |        |       |  |           |     |        |  
|                  
|Natural gas swapsa |                                                 |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  |           |     |       
|(a)                | Buy fixed price/sell variable price contracts:  |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  |           |     |        |  
|                   | contract/notional amount ($million)             |      |                 | 6,750     |      |            |  | 311       |  |  |                 | 65      |  |           |        | 7,147 |  |           |     | (4,094 | )
|                   | volume (thousand million cubic feet bcf)      |      |                 | 2,352     |      |            |  | 151       |  |  |                 | 30      |  |           |        |       |  |           |     |        |  
|                   | average pay/receive price ($/thousand cf)       |      |                 | 4.1/3.0   |      |            |  | 2.5/1.3   |  |  |                 | 2.9/2.2 |  |           |        |       |  |           |     |        |  
|(b)                | Buy variable/sell fixed price contracts:        |      |                 |           |      |            |  |           |  |  |                 |         |  |           |        |       |  |           |     |        |  
|                   | contract/notional amount ($million)             |      |                 | 6,679     |      |            |  | 533       |  |  |                 | 57      |  |           |        | 7,333 |  |           |     | 4,479  |  
|                   | volume (bcf)                                    |      |                 | 2,567     |      |            |  | 221       |  |  |                 | 31      |  |           |        |       |  |           |     |        |  
|                   | average pay/receive price ($/thousand cf)       |      |                 | 2.7/4.1   |      |            |  | 2.5/2.8   |  |  |                 | 1.8/2.3 |  |           |        |       |  |           |     |        |  
|                  
|Total              |                                                 |      |                 |           |      |            |  |           |  |  |                 |         |  |           | 17,561 |       |  |           | 396 |       
|                  



|* |  | less than one million barrels.
|- |  | ------------------------------

a      Natural gas swaps (maturity in 2004 and after):

|    |                                                |  |      |         |  |      |           |         |      |  |  |         |  |  |  |  |  |  |  |  | 
|--- | ---------------------------------------------- |  | ---- | ------- |  | ---- | --------- | ------- | ---- |  |  | ------- |  |  |  |  |  |  |  |  | 
|   
|    |                                                |  | 2004 |         |  | 2005 |           |         | 2006 |  |  |         |  |  |  |  | 
|    |                                                |  |      |         |  |      | and after |         |      |  |  |         |  |  | 
|   
|(a) | Buy fixed price/sell variable price contracts: |  |      |         |  |      |           |         |      |  |  |         | 
|    | contract/notional amount ($million)            |  |      | 11      |  |      |           | 6       |      |  |  | 4       | 
|    | volume (bcf)                                   |  |      | 7       |  |      |           | 5       |      |  |  | 1       | 
|    | average pay/receive price ($/thousand cf)      |  |      | 2.2/1.5 |  |      |           | 1.3/1.2 |      |  |  | 4.1/3.1 | 
|(b) | Buy variable/sell fixed price contracts:       |  |      |         |  |      |           |         |      |  |  |         | 
|    | contract/notional amount ($million)            |  |      | 46      |  |      |           | 13      |      |  |  | 5       | 
|    | volume (bcf)                                   |  |      | 23      |  |      |           | 5       |      |  |  | 2       | 
|    | average pay/receive price ($/thousand cf)      |  |      | 2.0/2.6 |  |      |           | 2.5/3.2 |      |  |  | 3.1/4.1 | 
|   

Group companies also held chemical product swaps at December 31, 2001 with a
contract/notional amount of $234 million (2000: $460 million, including
electricity swaps) and fair value of $(3) million (2000: $3 million) and
expected maturity 2002-2003 (2001-2003).

Royal Dutch/Shell Group of Companies G43





---



##### Table of Contents



Commodity options held for trading purposes

|                                                                            |                                      |  |       |       |                 |      |       |            |                 |  |        |           |  |           |        |   | 
|--------------------------------------------------------------------------- | ------------------------------------ |  | ----- | ----- | --------------- | ---- | ----- | ---------- | --------------- |  | ------ | --------- |  | --------- | ------ | - | 
|2001                                                                        |                                      |  |       |       |                 |      |       |            |                 |  |        |           |  | $ million
|                                                                           
|                                                                            |                                      |  | 2002  |       |                 | 2003 |       |            | Total contract/ |  |        | Estimated
|                                                                            |                                      |  |       |       | notional amount |      |       | fair value
|                                                                           
|Crude oil and oil products buy options
contract/notional amount ($million)  |                                      |  | 1,141 |       |                 |      | 89    |            |                 |  | 1,230  |           |  |           | 34     |  
|                                                                            | volume (m bbl)                       |  |       | 51    |                 |      |       | 4          |                 |  |        |           |  |           |        |   | 
|                                                                            | average strike price ($/bbl)         |  |       | 22.4  |                 |      |       | 21.8       |                 |  |        |           |  |           |        |   | 
|                                                                           
|Crude oil and oil products sell options
contract/notional amount ($million) |                                      |  | 1,368 |       |                 |      | 226   |            |                 |  | 1,594  |           |  |           | (60    | )
|                                                                            | volume (m bbl)                       |  |       | 58    |                 |      |       | 10         |                 |  |        |           |  |           |        |   | 
|                                                                            | average strike price ($/bbl)         |  |       | 23.5  |                 |      |       | 22.6       |                 |  |        |           |  |           |        |   | 
|                                                                           
|Natural gas buy options
contract/notional amount ($million)                 |                                      |  | 6,005 |       |                 |      | 1,628 |            |                 |  | 7,633  |           |  |           | 1,035  |  
|                                                                            | volume (bcf)                         |  |       | 1,372 |                 |      |       | 367        |                 |  |        |           |  |           |        |   | 
|                                                                            | average strike price ($/thousand cf) |  |       | 4.4   |                 |      |       | 4.4        |                 |  |        |           |  |           |        |   | 
|                                                                           
|Natural gas sell options
contract/notional amount ($million)                |                                      |  | 5,891 |       |                 |      | 1,714 |            |                 |  | 7,605  |           |  |           | (1,087 | )
|                                                                            | volume (bcf)                         |  |       | 1,353 |                 |      |       | 365        |                 |  |        |           |  |           |        |   | 
|                                                                            | average strike price ($/thousand cf) |  |       | 4.4   |                 |      |       | 4.7        |                 |  |        |           |  |           |        |   | 
|                                                                           
|Total                                                                       |                                      |  |       |       |                 |      |       |            |                 |  | 18,062 |           |  |           | (78    | )
|                                                                           

|                                                                            |                                      |  |        |            |  |      |       |      |      |  |     |                 |  |  |           |  |  |           |        |   | 
|--------------------------------------------------------------------------- | ------------------------------------ |  | ------ | ---------- |  | ---- | ----- | ---- | ---- |  | --- | --------------- |  |  | --------- |  |  | --------- | ------ | - | 
|2000                                                                        |                                      |  |        |            |  |      |       |      |      |  |     |                 |  |  |           |  |  | $ million
|                                                                           
|                                                                            |                                      |  | 2001   |            |  | 2002 |       |      | 2003 |  |     | Total contract/ |  |  | Estimated
|                                                                            | notional amount                      |  |        | fair value
|                                                                           
|Crude oil and oil products buy options
contract/notional amount ($million)  |                                      |  | 157    |            |  |      | 27    |      |      |  |    |                 |  |  | 184       |  |  |           | 6      |  
|                                                                            | volume (m bbl)                       |  |        | 6          |  |      |       | 1    |      |  |     |                |  |  |           |  |  |           |        |   | 
|                                                                            | average strike price ($/bbl)         |  |        | 26.0       |  |      |       | 23.3 |      |  |     |                |  |  |           |  |  |           |        |   | 
|                                                                           
|Crude oil and oil products sell options
contract/notional amount ($million) |                                      |  | 161    |            |  |      | 28    |      |      |  |    |                 |  |  | 189       |  |  |           | (3     | )
|                                                                            | volume (m bbl)                       |  |        | 6          |  |      |       | 1    |      |  |     |                |  |  |           |  |  |           |        |   | 
|                                                                            | average strike price ($/bbl)         |  |        | 27.3       |  |      |       | 22.2 |      |  |     |                |  |  |           |  |  |           |        |   | 
|                                                                           
|Natural gas buy options
contract/notional amount ($million)                 |                                      |  | 10,070 |            |  |      | 1,760 |      |      |  | 512 |                 |  |  | 12,342    |  |  |           | 3,096  |  
|                                                                            | volume (bcf)                         |  |        | 2,052      |  |      |       | 452  |      |  |     | 136             |  |  |           |  |  |           |        |   | 
|                                                                            | average strike price ($/thousand cf) |  |        | 4.9        |  |      |       | 3.9  |      |  |     | 3.8             |  |  |           |  |  |           |        |   | 
|                                                                           
|Natural gas sell options
contract/notional amount ($million)                |                                      |  | 10,033 |            |  |      | 1,866 |      |      |  | 547 |                 |  |  | 12,446    |  |  |           | (3,231 | )
|                                                                            | volume (bcf)                         |  |        | 2,092      |  |      |       | 457  |      |  |     | 142             |  |  |           |  |  |           |        |   | 
|                                                                            | average strike price ($/thousand cf) |  |        | 4.8        |  |      |       | 4.1  |      |  |     | 3.8             |  |  |           |  |  |           |        |   | 
|                                                                           
|Total                                                                       |                                      |  |        |            |  |      |       |      |      |  |     |                 |  |  | 25,161    |  |  |           | (132   | )
|                                                                           

Group companies also held chemical product options at December 31, 2001 with a
contract/notional amount of $46 million (2000: $1 million) and an estimated
fair value of $4 million (2000: nil) and expected maturity 2002-2003 (2001).

G44Royal Dutch/Shell Group of Companies





---



##### Table of Contents



Commodity futures held for trading purposes

|                          |                                        |  |                 |      |  |            |  |     |      |  |  |                 |  |  |           |     |  |           |     |     |  
|------------------------- | -------------------------------------- |  | --------------- | ---- |  | ---------- |  | --- | ---- |  |  | --------------- |  |  | --------- | --- |  | --------- | --- | --- | -
|2001                      |                                        |  |                 |      |  |            |  |     |      |  |  |                 |  |  |           |     |  | $ million
|                         
|                          |                                        |  | 2002            |      |  | 2003       |  |     | 2004 |  |  | Total contract/ |  |  | Estimated
|                          |                                        |  | notional amount |      |  | fair value
|                         
|IPE Brent futures         |                                        |  |                 |      |  |            |  |     |      |  |  |                 |  |  |           |     |  |           |     |    
|(a)                       | Short contracts:                       |  |                 |      |  |            |  |     |      |  |  |                 |  |  |           |     |  |           |     |     |  
|                          | contract/notional amount ($million)    |  |                 | 243  |  |            |  |    |      |  |  |                |  |  |           | 243 |  |           |     | (28 | )
|                          | volume (m bbl)                         |  |                 | 12   |  |            |  |    |      |  |  |                |  |  |           |     |  |           |     |     |  
|                          | weighted average price ($/bbl)         |  |                 | 19.7 |  |            |  |    |      |  |  |                |  |  |           |     |  |           |     |     |  
|(b)                       | Long contracts:                        |  |                 |      |  |            |  |     |      |  |  |                 |  |  |           |     |  |           |     |     |  
|                          | contract/notional amount ($million)    |  |                 | 229  |  |            |  |    |      |  |  |                |  |  |           | 229 |  |           |     | (28 | )
|                          | volume (m bbl)                         |  |                 | 12   |  |            |  |    |      |  |  |                |  |  |           |     |  |           |     |     |  
|                          | weighted average price ($/bbl)         |  |                 | 19.6 |  |            |  |    |      |  |  |                |  |  |           |     |  |           |     |     |  
|                         
|IPE Gasoil futures        |                                        |  |                 |      |  |            |  |     |      |  |  |                 |  |  |           |     |  |           |     |    
|(a)                       | Short contracts:                       |  |                 |      |  |            |  |     |      |  |  |                 |  |  |           |     |  |           |     |     |  
|                          | contract/notional amount ($million)    |  |                 | 62   |  |            |  |    |      |  |  |                |  |  |           | 62  |  |           |     | 10  |  
|                          | volume (m bbl)                         |  |                 | 2.7  |  |            |  |    |      |  |  |                |  |  |           |     |  |           |     |     |  
|                          | weighted average price ($/bbl)         |  |                 | 22.9 |  |            |  |    |      |  |  |                |  |  |           |     |  |           |     |     |  
|(b)                       | Long contracts:                        |  |                 |      |  |            |  |     |      |  |  |                 |  |  |           |     |  |           |     |     |  
|                          | contract/notional amount ($million)    |  |                 | 35   |  |            |  |    |      |  |  |                |  |  |           | 35  |  |           |     | (1  | )
|                          | volume (m bbl)                         |  |                 | 1.6  |  |            |  |    |      |  |  |                |  |  |           |     |  |           |     |     |  
|                          | weighted average price ($/bbl)         |  |                 | 22.9 |  |            |  |    |      |  |  |                |  |  |           |     |  |           |     |     |  
|                         
|Nymex crude oil futures   |                                        |  |                 |      |  |            |  |     |      |  |  |                 |  |  |           |     |  |           |     |    
|(a)                       | Short contracts:                       |  |                 |      |  |            |  |     |      |  |  |                 |  |  |           |     |  |           |     |     |  
|                          | contract/notional amount ($million)    |  |                 | 67   |  |            |  |    |      |  |  |                |  |  |           | 67  |  |           |     | (4  | )
|                          | volume (m bbl)                         |  |                 | 3    |  |            |  |    |      |  |  |                |  |  |           |     |  |           |     |     |  
|                          | weighted average price ($/bbl)         |  |                 | 20.5 |  |            |  |    |      |  |  |                |  |  |           |     |  |           |     |     |  
|(b)                       | Long contracts:                        |  |                 |      |  |            |  |     |      |  |  |                 |  |  |           |     |  |           |     |     |  
|                          | contract/notional amount ($million)    |  |                 | 50   |  |            |  |    |      |  |  |                |  |  |           | 50  |  |           |     | (7  | )
|                          | volume (m bbl)                         |  |                 | 2    |  |            |  |    |      |  |  |                |  |  |           |     |  |           |     |     |  
|                          | weighted average price ($/bbl)         |  |                 | 20.3 |  |            |  |    |      |  |  |                |  |  |           |     |  |           |     |     |  
|                         
|Nymex oil product futures |                                        |  |                 |      |  |            |  |     |      |  |  |                 |  |  |           |     |  |           |     |    
|(a)                       | Short contracts:                       |  |                 |      |  |            |  |     |      |  |  |                 |  |  |           |     |  |           |     |     |  
|                          | contract/notional amount ($million)    |  |                 | 11   |  |            |  |    |      |  |  |                |  |  |           | 11  |  |           |     | 2   |  
|                          | volume (m bbl)                         |  |                 | *    |  |            |  |    |      |  |  |                |  |  |           |     |  |           |     |     |  
|                          | weighted average price ($/bbl)         |  |                 | 24.9 |  |            |  |    |      |  |  |                |  |  |           |     |  |           |     |     |  
|(b)                       | Long contracts:                        |  |                 |      |  |            |  |     |      |  |  |                 |  |  |           |     |  |           |     |     |  
|                          | contract/notional amount ($million)    |  |                 | 58   |  |            |  |    |      |  |  |                |  |  |           | 58  |  |           |     | 11  |  
|                          | volume (m bbl)                         |  |                 | 2    |  |            |  |    |      |  |  |                |  |  |           |     |  |           |     |     |  
|                          | weighted average price ($/bbl)         |  |                 | 26.2 |  |            |  |    |      |  |  |                |  |  |           |     |  |           |     |     |  
|                         
|Nymex natural gas futures |                                        |  |                 |      |  |            |  |     |      |  |  |                 |  |  |           |     |  |           |     |    
|(a)                       | Short contracts:                       |  |                 |      |  |            |  |     |      |  |  |                 |  |  |           |     |  |           |     |     |  
|                          | contract/notional amount ($million)    |  |                 | 258  |  |            |  | 29  |      |  |  |                |  |  |           | 287 |  |           |     | 55  |  
|                          | volume (bcf)                           |  |                 | 69   |  |            |  | 8   |      |  |  |                |  |  |           |     |  |           |     |     |  
|                          | weighted average price ($/thousand cf) |  |                 | 3.7  |  |            |  | 3.8 |      |  |  |                |  |  |           |     |  |           |     |     |  
|(b)                       | Long contracts:                        |  |                 |      |  |            |  |     |      |  |  |                 |  |  |           |     |  |           |     |     |  
|                          | contract/notional amount ($million)    |  |                 | 369  |  |            |  | 38  |      |  |  | 4               |  |  |           | 411 |  |           |     | (81 | )
|                          | volume (bcf)                           |  |                 | 97   |  |            |  | 10  |      |  |  | 1               |  |  |           |     |  |           |     |     |  
|                          | weighted average price ($/thousand cf) |  |                 | 3.8  |  |            |  | 3.9 |      |  |  | 4.7             |  |  |           |     |  |           |     |     |  
|                         
|Total                     |                                        |  |                 |      |  |            |  |     |      |  |  |                 |  |  | 1,453     |     |  |           | (71 | )  
|                         



|* |  | less than one million barrels
|- |  | -----------------------------

Royal Dutch/Shell Group of Companies G45





---



##### Table of Contents



|                          |                                        |  |                 |       |  |            |  |     |      |  |  |                 |  |  |           |       |  |           |    |      |  
|------------------------- | -------------------------------------- |  | --------------- | ----- |  | ---------- |  | --- | ---- |  |  | --------------- |  |  | --------- | ----- |  | --------- | -- | ---- | -
|2000                      |                                        |  |                 |       |  |            |  |     |      |  |  |                 |  |  |           |       |  | $ million
|                         
|                          |                                        |  | 2001            |       |  | 2002       |  |     | 2003 |  |  | Total contract/ |  |  | Estimated
|                          |                                        |  | notional amount |       |  | fair value
|                         
|IPE Brent futures         |                                        |  |                 |       |  |            |  |     |      |  |  |                 |  |  |           |       |  |           |    |     
|(a)                       | Short contracts:                       |  |                 |       |  |            |  |     |      |  |  |                 |  |  |           |       |  |           |    |      |  
|                          | contract/notional amount ($million)    |  |                 | 432   |  |            |  |    |      |  |  |                |  |  |           | 432   |  |           |    | 47   |  
|                          | volume (m bbl)                         |  |                 | 18    |  |            |  |    |      |  |  |                |  |  |           |       |  |           |    |      |  
|                          | weighted average price ($/bbl)         |  |                 | 23.7  |  |            |  |    |      |  |  |                |  |  |           |       |  |           |    |      |  
|(b)                       | Long contracts:                        |  |                 |       |  |            |  |     |      |  |  |                 |  |  |           |       |  |           |    |      |  
|                          | contract/notional amount ($million)    |  |                 | 307   |  |            |  |    |      |  |  |                |  |  |           | 307   |  |           |    | (42  | )
|                          | volume (m bbl)                         |  |                 | 13    |  |            |  |    |      |  |  |                |  |  |           |       |  |           |    |      |  
|                          | weighted average price ($/bbl)         |  |                 | 23.6  |  |            |  |    |      |  |  |                |  |  |           |       |  |           |    |      |  
|                         
|IPE Gasoil futures        |                                        |  |                 |       |  |            |  |     |      |  |  |                 |  |  |           |       |  |           |    |     
|(a)                       | Short contracts:                       |  |                 |       |  |            |  |     |      |  |  |                 |  |  |           |       |  |           |    |      |  
|                          | contract/notional amount ($million)    |  |                 | 151   |  |            |  |    |      |  |  |                |  |  |           | 151   |  |           |    | 16   |  
|                          | volume (m bbl)                         |  |                 | 5     |  |            |  |    |      |  |  |                |  |  |           |       |  |           |    |      |  
|                          | weighted average price ($/bbl)         |  |                 | 31.5  |  |            |  |    |      |  |  |                |  |  |           |       |  |           |    |      |  
|(b)                       | Long contracts:                        |  |                 |       |  |            |  |     |      |  |  |                 |  |  |           |       |  |           |    |      |  
|                          | contract/notional amount ($million)    |  |                 | 25    |  |            |  |    |      |  |  |                |  |  |           | 25    |  |           |    | 3    |  
|                          | volume (m bbl)                         |  |                 | 1     |  |            |  |    |      |  |  |                |  |  |           |       |  |           |    |      |  
|                          | weighted average price ($/bbl)         |  |                 | 29.7  |  |            |  |    |      |  |  |                |  |  |           |       |  |           |    |      |  
|                         
|Nymex crude oil futures   |                                        |  |                 |       |  |            |  |     |      |  |  |                 |  |  |           |       |  |           |    |     
|(a)                       | Short contracts:                       |  |                 |       |  |            |  |     |      |  |  |                 |  |  |           |       |  |           |    |      |  
|                          | contract/notional amount ($million)    |  |                 | 34    |  |            |  |    |      |  |  |                |  |  |           | 34    |  |           |    | (5   | )
|                          | volume (m bbl)                         |  |                 | 1     |  |            |  |    |      |  |  |                |  |  |           |       |  |           |    |      |  
|                          | weighted average price ($/bbl)         |  |                 | 22.6  |  |            |  |    |      |  |  |                |  |  |           |       |  |           |    |      |  
|(b)                       | Long contracts:                        |  |                 |       |  |            |  |     |      |  |  |                 |  |  |           |       |  |           |    |      |  
|                          | contract/notional amount ($million)    |  |                 | 35    |  |            |  |    |      |  |  |                |  |  |           | 35    |  |           |    | (3   | )
|                          | volume (m bbl)                         |  |                 | 1     |  |            |  |    |      |  |  |                |  |  |           |       |  |           |    |      |  
|                          | weighted average price ($/bbl)         |  |                 | 22.7  |  |            |  |    |      |  |  |                |  |  |           |       |  |           |    |      |  
|                         
|Nymex oil product futures |                                        |  |                 |       |  |            |  |     |      |  |  |                 |  |  |           |       |  |           |    |     
|(a)                       | Short contracts:                       |  |                 |       |  |            |  |     |      |  |  |                 |  |  |           |       |  |           |    |      |  
|                          | contract/notional amount ($million)    |  |                 | 76    |  |            |  |    |      |  |  |                |  |  |           | 76    |  |           |    | (7   | )
|                          | volume (m bbl)                         |  |                 | 3     |  |            |  |    |      |  |  |                |  |  |           |       |  |           |    |      |  
|                          | weighted average price ($/bbl)         |  |                 | 30.5  |  |            |  |    |      |  |  |                |  |  |           |       |  |           |    |      |  
|(b)                       | Long contracts:                        |  |                 |       |  |            |  |     |      |  |  |                 |  |  |           |       |  |           |    |      |  
|                          | contract/notional amount ($million)    |  |                 | 143   |  |            |  |    |      |  |  |                |  |  |           | 143   |  |           |    |     |  
|                          | volume (m bbl)                         |  |                 | 4     |  |            |  |    |      |  |  |                |  |  |           |       |  |           |    |      |  
|                          | weighted average price ($/bbl)         |  |                 | 35.4  |  |            |  |    |      |  |  |                |  |  |           |       |  |           |    |      |  
|                         
|Nymex natural gas futures |                                        |  |                 |       |  |            |  |     |      |  |  |                 |  |  |           |       |  |           |    |     
|(a)                       | Short contracts:                       |  |                 |       |  |            |  |     |      |  |  |                 |  |  |           |       |  |           |    |      |  
|                          | contract/notional amount ($million)    |  |                 | 1,107 |  |            |  | 84  |      |  |  | 16              |  |  |           | 1,207 |  |           |    | 207  |  
|                          | volume (bcf)                           |  |                 | 243   |  |            |  | 22  |      |  |  | 4               |  |  |           |       |  |           |    |      |  
|                          | weighted average price ($/thousand cf) |  |                 | 4.6   |  |            |  | 3.8 |      |  |  | 3.5             |  |  |           |       |  |           |    |      |  
|(b)                       | Long contracts:                        |  |                 |       |  |            |  |     |      |  |  |                 |  |  |           |       |  |           |    |      |  
|                          | contract/notional amount ($million)    |  |                 | 1,193 |  |            |  | 100 |      |  |  | 20              |  |  |           | 1,313 |  |           |    | (121 | )
|                          | volume (bcf)                           |  |                 | 260   |  |            |  | 27  |      |  |  | 6               |  |  |           |       |  |           |    |      |  
|                          | weighted average price ($/thousand cf) |  |                 | 4.6   |  |            |  | 3.7 |      |  |  | 3.5             |  |  |           |       |  |           |    |      |  
|                         
|Total                     |                                        |  |                 |       |  |            |  |     |      |  |  |                 |  |  | 3,723     |       |  |           | 95 |     
|                         

Group companies also held electricity futures contracts at December 31, 2000
with a contract/notional amount of $6 million (2001: nil) and an estimated fair
value of nil (2001: nil) with expected maturity 2001-2003.

Futures contracts shown above represent unmatched positions. The total
contract/notional amount of short contracts represents an aggregation of Group
companies positions where, at December 31, 2001 and 2000 respectively, sales
contracts exceed the purchase contracts with the same maturity date. The total
contract/notional amount of long contracts represents an aggregation of Group
companies positions where, at December 31, 2001 and 2000 respectively,
purchase contracts exceed the sales contracts with the same maturity date.

G46Royal Dutch/Shell Group of Companies





---



##### Table of Contents



Commodity swaps contracts held for purposes other than trading

At December 31, 2001 Group companies held crude oil, natural gas and oil
product commodity swaps for purposes other than trading with a
contract/notional amount of $66 million (2000: $297 million) and an estimated
fair value of $(8) million (2000: $(46) million).

Commodity futures contracts held for purposes other than trading

There were no commodity futures contracts held for purposes other than trading
by Group companies at December 31, 2001. The amounts held at December 31, 2000
are as follows (maturity in 2001):

|                          |                                        |  |  |     |  |  |                 |     |  |            |     |      |  
|------------------------- | -------------------------------------- |  |  | --- |  |  | --------------- | --- |  | ---------- | --- | ---- | -
|2000                      |                                        |  |  |     |  |  |                 |     |  | $ million 
|                         
|                          |                                        |  |  |     |  |  | Total contract/ |     |  | Estimated 
|                          |                                        |  |  |     |  |  | notional amount |     |  | fair value
|                         
|Nymex natural gas futures |                                        |  |  |     |  |  |                 |     |  |            |     |     
|(a)                       | Short contracts:                       |  |  |     |  |  |                 |     |  |            |     |      |  
|                          | contract/notional amount ($million)    |  |  | 176 |  |  |                 | 176 |  |            |     | (162 | )
|                          | volume (bcf)                           |  |  | 33  |  |  |                 |     |  |            |     |      |  
|                          | weighted average price ($/thousand cf) |  |  | 5.4 |  |  |                 |     |  |            |     |      |  
|(b) Long contracts:       |                                        |  |  |     |  |  |                 |     |  |            |     |     
|                          | contract/notional amount ($million)    |  |  | 193 |  |  |                 | 193 |  |            |     | 139  |  
|                          | volume (bcf)                           |  |  | 33  |  |  |                 |     |  |            |     |      |  
|                          | weighted average price ($/thousand cf) |  |  | 5.7 |  |  |                 |     |  |            |     |      |  
|                         
|Total                     |                                        |  |  |     |  |  | 369             |     |  |            | (23 | )   
|                         

Futures contracts shown above represent unmatched positions. The total
contract/notional amount of short contracts represents an aggregation of Group
companies positions where, at December 31, 2001 and 2000 respectively, sales
contracts exceed the purchase contracts with the same maturity date. The total
contract/notional amount of long contracts represents an aggregation of Group
companies positions where, at December 31, 2001 and 2000 respectively,
purchase contracts exceed the sales contracts with the same maturity date.

Royal Dutch/Shell Group of Companies G47





---



##### Table of Contents



(This page is intentionally blank)

G48Royal Dutch/Shell Group of Companies





---



##### Table of Contents



Exhibits

EXHIBIT INDEX

|        |  |                                                                                                               |  |      | 
|------- |  | ------------------------------------------------------------------------------------------------------------- |  | ---- | 
|Exhibit |  |                                                                                                               |  | Page
|No.     |  | Description                                                                                                   |  | No. 
|       
|1.1     |  | Articles of Association of Royal Dutch (incorporated by reference to the Report of Foreign Issuer on Form 6-K | 
|        |  | of Royal Dutch furnished to the Securities and Exchange Commission on September 18, 2000)                     |  |      | 
|1.2     |  | Memorandum and Articles of Association of Shell Transport (incorporated by reference to Exhibit 3.2           |  |      | 
|        |  | of the Registration Statement on Form S-8 (Registration No. 333-7590) of Royal Dutch and Shell Transport)     |  |      | 
|8       |  | Significant Group companies as at December 31, 2001                                                           |  | E2   | 
|23.1    |  | Consent of KPMG Accountants N.V., The Hague                                                                   |  | E3   | 
|23.2    |  | Consent of PricewaterhouseCoopers, London                                                                     |  | E4   | 
|23.3    |  | Consent of KPMG Accountants N.V., The Hague and PricewaterhouseCoopers, London                                |  | E5   | 
|23.4    |  | Consent of KPMG Accountants N.V., The Hague                                                                   |  | E6   | 
|23.5    |  | Consent of KPMG Accountants N.V., The Hague and PricewaterhouseCoopers, London                                |  | E7   | 
|       

Exhibits      E1