Notice of AGM
London, April 16, 2020
ROYAL DUTCH SHELL PLC
NOTICE OF 2020 ANNUAL GENERAL MEETING
- Attendance in person at the Annual General Meeting
(“AGM”) not allowed
- London Shareholder Presentation cancelled
- Shareholders who want their votes to count must vote in
advance of the AGM
- Measures taken, in line with government restrictions,
to protect those that may have tried to attend the AGM and/or the
London Shareholder Presentation, our employees, AGM staff and the
public
Today, Royal Dutch Shell plc (“Shell”) posted notice of its AGM
(the "Notice"), which can be viewed and downloaded from
www.shell.com/agm. The Notice states that the AGM
is scheduled to be held at Shell headquarters, at Carel van
Bylandtlaan 16, 2596 HR, The Hague, The Netherlands at 10:00 (Dutch
time) on Tuesday May 19, 2020.
Please note that the Notice emphasises that we are closely
monitoring the impact of the COVID-19 virus and how this may
affect the AGM arrangements.
Unfortunately, since the printing of the Notice, COVID-19 public
transmission concerns have only intensified making it more
imperative to take all steps we deem necessary to protect the
health and safety of our shareholders, employees and AGM staff as
well as the public. Additionally, the UK Government has since
banned public gatherings of more than two people, and the Dutch
Government has severely restricted business-related public
gatherings. Taking all of this into account, Shell now
confirms that the format of the meeting proposed in the Notice has
since needed to be updated.
ATTENDING THE MEETING IN PERSON NO LONGER
ALLOWEDGiven the UK law banning public gatherings of more
than two people, neither the AGM nor the London Shareholder
Presentation can currently be lawfully held in the UK. Moreover,
the stringent social distancing and hygiene requirements for
business-related gatherings in the Netherlands make it wholly
impracticable for us to ensure full compliance with those
requirements if we were to hold the AGM in the Netherlands in the
usual format. We have thus determined we cannot allow
physical attendance without risking exposure either to the
attendees, our employees, AGM staff and the public and have
therefore had to take the difficult decision to ask people not to
attend the AGM in person this year.
As safety is our paramount concern, we have determined
that banning physical attendance is the most responsible course of
action to protect the health of the public and our people.
Thus, please do not travel to the meeting as you will not be
permitted to enter the building.
ARRANGEMENTS FOR THE 2020 AGM The AGM will be
convened at the address set out in the Notice with the minimum
required quorum of two shareholders present in order to conduct the
business of the meeting. The results of the poll votes on the
proposed resolutions will be announced, in the usual way, as soon
as practicable after the conclusion of the AGM. Given the
meeting format changes, and the need to keep the people present to
a minimum, no webcast will be provided this year. However, the
meeting transcript will be posted on the Shell website.
Given the continuously evolving COVID-19 situation, shareholders
are encouraged to register in the “Keep up to date with Shell”
section of the Shell website at
www.shell.com/investor to receive AGM information
including any further changes and updates.
SHAREHOLDER QUESTIONSOur AGM normally provides
an opportunity for shareholders to ask questions about the business
set out in the Notice and to raise other matters about the business
of the Company. As it will not be possible to ask questions during
the AGM this year, we have created a facility for shareholders to
register their questions ahead of the AGM. More information can be
found at www.shell.com/agm. Subject to the
conditions posted on that site regarding received shareholder
questions, we will endeavour to post the responses on that site in
advance of the AGM.
VOTINGIt is as important as ever that
shareholders cast their votes in respect of the business of the
AGM. This year, if you want your vote to count, you must vote
ahead of the meeting as it will not be possible to do so during the
AGM. Any advance voting must be done by completing a proxy
form, submitting proxy instructions electronically or casting your
votes through the medium attributable to the way that you hold your
shares. We strongly encourage you vote as early as possible.
If appointing a proxy, shareholders are strongly encouraged to
appoint the "Chair of the meeting" to ensure their appointed proxy
is present and can vote on their behalf.
SHAREHOLDER PRESENTATION, LONDONIn prior years
we have held a Shareholder Presentation in London, two days after
the AGM. For the reasons outlined above, we have deemed it
necessary to cancel the May event.
ENGAGEMENTThe Board values the AGM and the
London Shareholder Presentation as an opportunity to engage with
shareholders and considers the inability to currently do that as
very regrettable. It will therefore continue to monitor the
evolving situation and, as soon as the Board determines it is safe
and legally compliant to do so, shareholder engagements in both
London and The Hague will be scheduled. If not, the Board
will explore alternative opportunities for shareholders to engage
with the Board.
NATIONAL STORAGE MECHANISMIn accordance with
the Listing Rules, a copy of each of the documents below have been
submitted to the National Storage Mechanism and are/will be
available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
- Annual Report and the Form 20-F for the year ended December 31,
2019
- Notice of the 2020 Annual General Meeting
- Notice of Availability of Shareholder Documents
- Proxy Form relating to the 2020 Annual General Meeting
The Annual Report and the Form 20-F for the year ended December
31, 2019 can also be viewed and downloaded from the Company’s
website: www.shell.com/annualreport.
Printed copies of the Notice and associated documents will be
despatched to those shareholders who have elected to receive paper
communications.
April 16, 2020Linda M. Coulter Company Secretary
ENQUIRIESShell Media RelationsInternational,
UK, European Press: +44 20 7934 5550Shell Investor RelationsEurope:
+ 31 70 377 4540United States: +1 832 337 2034LEI number of Royal
Dutch Shell plc: 21380068P1DRHMJ8KU70 Classification: Additional
regulated information required to be disclosed under the laws of a
Member State.
Cautionary
Note
The companies in which Royal Dutch Shell plc
directly and indirectly owns investments are separate legal
entities. In this announcement “Shell”, “Shell Group” and “Royal
Dutch Shell” are sometimes used for convenience where references
are made to Royal Dutch Shell plc and its subsidiaries in general.
Likewise, the words “we”, “us” and “our” are also used to refer to
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.
‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell companies” as
used in this announcement refer to entities over which Royal Dutch
Shell plc either directly or indirectly has control. Entities and
unincorporated arrangements over which Shell has joint control are
generally referred to as “joint ventures” and “joint operations”,
respectively. Entities over which Shell has significant
influence but neither control nor joint control are referred to as
“associates”. The term “Shell interest” is used for convenience to
indicate the direct and/or indirect ownership interest held by
Shell in an entity or unincorporated joint arrangement, after
exclusion of all third-party interest.
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 Royal Dutch Shell. All
statements other than statements of historical fact are, or may be
deemed to be, forward-looking statements. Forward-looking
statements are statements of future expectations that are based on
management’s current expectations and assumptions and involve known
and unknown risks and uncertainties that could cause actual
results, performance or events to differ materially from those
expressed or implied in these statements. Forward-looking
statements include, among other things, statements concerning the
potential exposure of Royal Dutch Shell to market risks and
statements expressing management’s expectations, beliefs,
estimates, forecasts, projections and assumptions. These
forward-looking statements are identified by their use of terms and
phrases such as “aim”, “ambition”, ‘‘anticipate’’, ‘‘believe’’,
‘‘could’’, ‘‘estimate’’, ‘‘expect’’, ‘‘goals’’, ‘‘intend’’,
‘‘may’’, ‘‘objectives’’, ‘‘outlook’’, ‘‘plan’’, ‘‘probably’’,
‘‘project’’, ‘‘risks’’, “schedule”, ‘‘seek’’, ‘‘should’’,
‘‘target’’, ‘‘will’’ and similar terms and phrases. There are a
number of factors that could affect the future operations of Royal
Dutch Shell and could cause those results to differ materially from
those expressed in the forward-looking statements included in this
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, 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’s Form 20-F for
the year ended December 31, 2019 (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, April 16, 2020. Neither Royal Dutch Shell plc nor any
of its subsidiaries undertake any obligation to publicly update or
revise any forward-looking statement as a result of new
information, future events or other information. In light of these
risks, results could differ materially from those stated, implied
or inferred from the forward-looking statements contained in this
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.