IV. Change in Control Resulting from the Restructuring is in the Public Interest

The Royal Dutch Boards and the Shell Transport Board (and applicants) believe that implementation of the transaction and the governance proposals announced on 28 October 2004 will deliver significant benefits, including:

· Increased clarity and simplicity of governance: A clearer and simpler governance structure, including a single, smaller board and a simplified senior management structure with a single non-executive Chairman, a single Chief Executive and clear lines of authority.

· Increased management efficiency: Increased efficiency of decision-making and management processes generally, including through the elimination of duplication and the centralization of functions.

· Increased accountability: Clear lines of authority and accountability, with the Executive Committee reporting through the Chief Executive to a single board with a single non-executive Chairman is expected to improve the accountability of the board and management to all shareholders.

· Flexibility in issuing equity and debt: A single publicly traded entity is expected to facilitate equity and debt issuances, including on an SEC-registered basis.