- Shareholders are asked to vote on a special resolution to amend
the Royal Dutch Shell plc Articles of Association to allow the
simplification of the company’s structure
- Virtual and physical attendance and participation enabled for
the General Meeting (“GM”)
- Shareholders encouraged to submit their proxies in advance of
the GM, but voting is enabled during the meeting
Today, Royal Dutch Shell plc (“Shell”) posted a circular which
includes the notice of its GM (the “Circular” and the “Notice”),
which can be viewed and downloaded from
www.shell.com/gm. The Notice states that
the GM is scheduled to be held at Rotterdam Ahoy, Ahoyweg 10, 3084
BA Rotterdam, the Netherlands at 10:00 (Dutch time) on Friday
December 10, 2021.
Shell proposes simplified structure
- Proposal will establish a single line of shares to eliminate
the complexity of Shell’s A/B share structure.
- Proposal will also align Shell’s tax residence with its country
of incorporation in the UK, where it will hold Board and Executive
Committee meetings, and locate its chief executive and chief
financial officer.
The Hague, November 15, 2021 − The Board of
Royal Dutch Shell plc (Shell) today announced a proposal to
simplify the company’s share structure to increase the speed and
flexibility of capital and portfolio actions. The
simplification is designed to strengthen Shell’s competitiveness
and accelerate both shareholder distributions and the delivery of
its strategy to become a net-zero emissions business.
Shell’s Chair, Sir Andrew Mackenzie, said: “At a time of
unprecedented change for the industry, it’s even more important
that we have an increased ability to accelerate the transition to a
lower-carbon global energy system. A simpler structure will enable
Shell to speed up the delivery of its Powering Progress strategy,
while creating value for our shareholders, customers and wider
society.”
Under the proposal announced today, Shell intends to change its
share structure to establish a single line of shares, which is
simpler for investors to understand and value. The company
will also align its tax residence with its country of incorporation
in the UK.
Shell has been incorporated in the UK with Dutch tax residence
and a dual share structure since the 2005 unification of
Koninklijke Nederlandsche Petroleum Maatschappij and The Shell
Transport and Trading Company under a single parent company.
It was not envisaged at the time of unification that the current
A/B share structure would be permanent.
A conventional single share structure will allow Shell to
compete more effectively. It will:
- Allow for an acceleration in distributions by way of share
buybacks, as there will be a larger single pool of ordinary shares
that can be bought back. Following the start of a $2 billion
buyback programme in July, Shell announced in September that it
will return an additional $7 billion to shareholders following
completion of the sale of its Permian assets in the United
States.
- Strengthen Shell’s ability to rise to the challenges posed by
the energy transition, by managing its portfolio with greater
agility.
- Reduce risk for shareholders by simplifying and normalising
Shell’s share structure in line with its competitors and most other
global companies. The current complex share structure is
subject to constraints and may not be sustainable in the long
term.
Following the simplification, shareholders will
continue to hold the same legal, ownership, voting and capital
distribution rights in Shell. Shares will continue to be
listed in Amsterdam, London and New York (through the American
Depository Shares programme), with FTSE UK index inclusion.
It is fully expected AEX index inclusion will be maintained.
Shell’s corporate governance structure will remain unchanged.
Shell is proud of its Anglo-Dutch heritage and
will continue to be a significant employer with a major presence in
the Netherlands. Its Projects and Technology division, global
Upstream and Integrated Gas businesses and renewable energies hub
remain located in The Hague.
Shell’s growing presence in wind projects off
the Dutch coast, recent decision to build a world-scale low-carbon
biofuels plant at the Energy and Chemicals Park Rotterdam, plan to
build Europe’s biggest electrolyser in Rotterdam, and its intention
to participate in the Porthos carbon capture and storage project,
all underline the importance of the Netherlands to the company’s
energy transition activities.
Carrying the Royal designation has been a source of immense
pride and honour for Shell for more than 130 years. However,
the company anticipates it will no longer meet the conditions for
using the designation following the proposed change.
Therefore, subject to shareholder approval of the resolution, the
Board expects to change the company’s name from Royal Dutch Shell
plc to Shell plc.
Sir Andrew Mackenzie said: “The simplification
will normalise our share structure under the tax and legal
jurisdictions of a single country and make us more competitive. As
a result, Shell will be better positioned to seize opportunities
and play a leading role in the energy transition. Shell’s Board
unanimously recommends shareholders vote in favour of the proposed
resolution.”
Enquiries
Media International: +44 207 934
5550
Notes to editors
Questions and answer session
Answers to some expected questions are provided
at www.shell.com/simplification where a video
message from Sir Andrew Mackenzie, Chair of the company is posted.
In addition, an online question and answers session will be hosted
on November 30, 2021, details of which can be found at
www.shell.com/simplification. Further, questions
can also be asked via the shareholder helpline (details of which
can be found on page 2 of the Circular) or at the General Meeting
to be held on December 10, 2021.
General Meeting
The general meeting will be held at 10.00 a.m.
(Dutch time), 9.00 a.m. (UK time) on December 10, 2021 at Rotterdam
Ahoy, Ahoyweg 10, 3084 BA Rotterdam, the Netherlands. The
resolution to amend the Articles of Association is a special
resolution which requires the approval of at least 75% of the votes
cast (in person or by proxy) at the meeting to be passed.
At the time of this announcement, it is
anticipated that the GM will proceed as a hybrid meeting.
Shareholders will be able to join and participate in the GM in
person (to the extent this remains possible in accordance with
government guidance, which may change after the publication of this
announcement) or by attending and participating in the webcast
(“virtually attending”). Given ongoing uncertainty in relation to
the Covid-19 pandemic, and bearing in mind the broader public
health considerations and for the safety of others, any
shareholders wishing to attend the GM in person must present a
Covid-19 certificate via the CoronaCheck app or equivalent for
other jurisdictions, and comply with any other Covid-19 measures
the venue or Shell may impose. Any shareholder who fails to present
such a certificate will not be admitted to the GM and will instead
be directed to participate in the GM electronically.
Furthermore, please note that if any
circumstances change, including if legislation is introduced in
response to the spread of Covid-19, Shell reserves the right to act
upon changes which may be relevant for the purpose of the GM. To
the extent Shell does make changes to the arrangements to the GM,
it will communicate these to shareholders and the market via a
regulatory information service and its website.
National Storage Mechanism
In accordance with the Listing Rules, a copy of each of the
documents below will be submitted to the National Storage Mechanism
and will be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
- Circular (containing the Notice of the General Meeting)
- Notice of Availability of Shareholder Documents
- Proxy Form relating to the General Meeting
Printed copies of the Circular and associated
documents will be despatched to those shareholders who have elected
to receive paper communications. A copy of the Circular, together
with the proposed amendments to the Articles of Association, is
also available to view and download from
www.shell.com/gm.
Use of terms
The companies in which Royal Dutch Shell plc directly and
indirectly owns investments are separate legal entities. In this
announcement “Shell” is sometimes used for convenience where
references are made to Royal Dutch Shell plc and its subsidiaries
in general. Likewise, the words “we”, “us” and “our” are also used
to refer to Royal Dutch Shell plc and its subsidiaries in general
or to those who work for them. These terms are also used where no
useful purpose is served by identifying the particular entity or
entities.
Forward looking statements
This announcement contains forward-looking
statements (within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995) concerning the financial condition,
results of operations and businesses of Shell. All statements other
than statements of historical fact are, or may be deemed to be,
forward-looking statements. Forward-looking statements are
statements of future expectations that are based on management’s
current expectations and assumptions and involve known and unknown
risks and uncertainties that could cause actual results,
performance or events to differ materially from those expressed or
implied in these statements. Forward-looking statements include,
among other things, statements concerning the potential exposure of
Shell to market risks and statements expressing management’s
expectations, beliefs, estimates, forecasts, projections and
assumptions. These forward-looking statements are identified by
their use of terms and phrases such as “aim”, “ambition”,
“anticipate”, “believe”, “could”, “estimate”, “expect”, “goals”,
“intend”, “may”, “milestones”, “objectives”, “outlook”, “plan”,
“probably”, “project”, “risks”, “schedule”, “seek”, “should”,
“target”, “will” and similar terms and phrases. There are a number
of factors that could affect the future operations of Shell and
could cause those results to differ materially from those expressed
in the forward looking statements included in this announcement,
including (without limitation): (a) price fluctuations in crude oil
and natural gas; (b) changes in demand for Shell’s products; (c)
currency fluctuations; (d) drilling and production results; (e)
reserves estimates; (f) loss of market share and industry
competition; (g) environmental and physical risks; (h) risks
associated with the identification of suitable potential
acquisition properties and targets, and successful negotiation and
completion of such transactions; (i) the risk of doing business in
developing countries and countries subject to international
sanctions; (j) legislative, judicial, fiscal and regulatory
developments including regulatory measures addressing climate
change; (k) economic and financial market conditions in various
countries and regions; (l) political risks, including the risks of
expropriation and renegotiation of the terms of contracts with
governmental entities, delays or advancements in the approval of
projects and delays in the reimbursement for shared costs; (m)
risks associated with the impact of pandemics, such as the COVID-19
(coronavirus) outbreak; and (n) changes in trading conditions. No
assurance is provided that future dividend payments will match or
exceed previous dividend payments. All forward-looking statements
contained in this announcement are expressly qualified in their
entirety by the cautionary statements contained or referred to in
this section. Readers should not place undue reliance on
forward-looking statements. Additional risk factors that may affect
future results are contained in Royal Dutch Shell plc’s Form 20-F
for the year ended 31 December 2020 (available at
www.shell.com/investor and www.sec.gov).
These risk factors also expressly qualify all forward-looking
statements contained in this announcement and should be considered
by the reader. Each forward-looking statement speaks only as of the
date of this announcement, November 15, 2021. Neither Shell nor any
of its subsidiaries undertake any obligation to publicly update or
revise any forward-looking statement as a result of new
information, future events or other information. In light of these
risks, results could differ materially from those stated, implied
or inferred from the forward-looking statements contained in this
announcement.
The contents of websites referred to in this
announcement do not form part of this announcement.
We may have used certain terms, such as
resources, in this announcement that the United States Securities
and Exchange Commission (SEC) strictly prohibits us from including
in our filings with the SEC. Investors are urged to consider
closely the disclosure in our Form 20-F, File No 1-32575, available
on the SEC website www.sec.gov.
LEI number of Royal Dutch Shell plc:
21380068P1DRHMJ8KU70
Classification: Inside Information
This announcement contains inside
information.
Contact: - Linda M. Coulter, Company
Secretary
Royal Dutch Shell (NYSE:RDS.B)
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