FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of April 2017
Commission File Number 1-32575
Royal Dutch Shell plc
(Exact name of registrant as specified in its charter)
30, Carel van Bylandtlaan, 2596 HR The Hague
The Netherlands
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ☐. No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
This Report on Form 6-K is incorporated by reference into:
a) the Registration Statement on Form F-3 of Royal Dutch Shell plc and Shell International Finance B.V. (Registration Numbers 333-199736 and 333-199736-01); and
b) the Registration Statements on Forms S-8 of Royal Dutch Shell plc (Registration Numbers 333-126715, 333-141397, 333-171206, 333-192821, 333-200953 and 333-215273).
NOTICE OF ANNUAL GENERAL MEETING ROYAL DUTCH SHELL PLC
Circustheater, Circusstraat 4,
2586 CW The Hague, The Netherlands
Tuesday May 23, 2017 at 10:00 (Dutch time)
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about what action to take, you should seek your own personal advice immediately from a financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the UK or, if you are not, from another appropriately authorised financial adviser. If you have sold or transferred all your shares in Royal Dutch Shell plc (the “Company”), please give this document and the accompanying documents to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser.
Royal Dutch Shell plc
SEE INSIDE FOR INFORMATION ABOUT THE SHAREHOLDER PRESENTATION IN LONDON
CONTENTS 03 11
CHAIR’S LETTER DIRECTORS’ BIOGRAPHIES
04 15
NOTICE OF ANNUAL GENERAL MEETING SHAREHOLDER NOTES
06 18
SHAREHOLDER RESOLUTION ATTENDANCE ARRANGEMENTS AND SUPPORTING STATEMENT
19
07 SHAREHOLDER PRESENTATION, LONDON
DIRECTORS’ RESPONSE TO SHAREHOLDER RESOLUTION
09
EXPLANATORY NOTES ON RESOLUTIONS
AVAILABILITY OF DOCUMENTS
The Company’s Annual Report and Form 20-F for the year ended December 31, 2016 can be found at www.shell.com/annualreport. The 2017 Notice of Annual General Meeting can be found at www.shell.com/agm.
If you would like to obtain, free of charge, a paper copy of any of these documents, please contact one of the following: United Kingdom +44 (0)121 415 7073 USA +1 888 301 0504
SPECIFICATIONS E-COMMUNICATION
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EQUINITI
Aspect House Spencer Road Lancing
West Sussex BN99 6DA United Kingdom 0800 169 1679 (UK) +44 (0)121 415 7073
ROYAL DUTCH SHELL PLC
Registered in England and Wales, Company number 4366849 Registered office: Shell Centre, London, SE1 7NA, United Kingdom
Designed by Conran Design Group Headquarters: Carel van Bylandtlaan 30, 2596 HR The Hague, The Netherlands Printed by Tuijtel under ISO 14001 Registered with the Dutch Trade Register under number 34179503
CHAIR’S LETTER
SHAREHOLDER
PRESENTATION, Dear Shareholder, by Jessica Uhl who seeks reappointment as a Director of LONDON the Company at the AGM. Patricia Woertz, appointed A presentation has been I am pleased to invite you to the Company’s Annual a Non-executive Director of the Company in 2014, has arranged for shareholders at General Meeting (“AGM”) which will be held at the notified the Company of her intention to retire and not seek 11:00 (UK time) on Thursday Circustheater, Circusstraat 4, 2586 CW The Hague, reappointment at the AGM and I would like to take this May 25, 2017 – two days The Netherlands on Tuesday May 23, 2017. opportunity to thank her for her commitment and valuable after the AGM – at Central Hall contribution to the Board, the Corporate and Social Westminster, Storey’s Gate, As last year, we have separately arranged a presentation Responsibility Committee and the Remuneration Committee Westminster, London, SW1H in London two days after the AGM. The presentation is not over the last three years.
9NH, United Kingdom. The part of the AGM; it is a separate meeting and while all presentation is not part of the shareholders are invited to attend, it may be of particular Shareholders will also be asked to vote on the appointment AGM; it is a separate meeting interest to UK resident shareholders who wish to hear about of Catherine Hughes and Roberto Setubal as Directors of and, while all shareholders the Company’s progress and ask questions in person. I will the Company with effect from June 1, 2017 and October 1, are invited to attend, it may be present, along with Ben van Beurden, Chief Executive 2017 respectively. We are delighted that two such be of particular interest to UK Officer, Jessica Uhl, our recently appointed Chief Financial distinguished international business leaders have agreed resident shareholders who wish Officer and Linda Szymanski, our Company Secretary. to join us and I believe they will bring valuable experience to hear about the Company’s to our Board. progress and ask questions in BUSINESS OF THE AGM person. Chad Holliday, Chair, The business to be conducted at the AGM is set out in I believe that each of the appointments and reappointments will be present, along with Ben this Notice with explanatory notes concerning each of the proposed in Resolutions 4 to 15 are in the best interests of van Beurden, Chief Executive resolutions. The business is mainly of a routine nature for the Company. The biographical details of each Director Officer, Jessica Uhl, Chief a listed company and your Board recommends that you are given on pages 11 to 14 and I hope you will vote in Financial Officer and Linda vote in favour of Resolutions 1 to 20. However, we have support of these resolutions.
Szymanski, Company Secretary. received a shareholder resolution pursuant to Section 338 of the Companies Act 2006 and your Board recommends that QUESTION AND ANSWER SESSION
Further details can be found on you vote against this resolution (Resolution 21) for the reasons The AGM provides an opportunity for you to ask questions page 19. set out on pages 7 and 8. about the business set out in this Notice and to raise other matters about the business of the Company. As Chair of the The AGM will be conducted in English although there will AGM, I will endeavour to ensure that discussions are kept be Dutch translation facilities available. relevant and that as many shareholders as possible have AGM WEBCAST the opportunity to speak.
Shareholders unable to attend DIRECTORS the AGM in person can watch In line with the UK Corporate Governance Code, VOTING via our webcast which will be all Directors will retire at the 2017 AGM and seek All resolutions for consideration at the AGM will be broadcast live at 10:00 (Dutch reappointment by shareholders, except for Simon Henry decided on a poll rather than a show of hands. This means time), 09:00 (UK time) on the who stands down as a Director of the Company on that a shareholder has one vote for every share held. If you day of the AGM. Shareholders March 9, 2017 and Patricia Woertz who stands down are not able to come to the AGM in person, I would urge who wish to follow the webcast as a Director of the Company at the close of business you to vote by following the guidance notes on pages should log on to www.shell. of the AGM. Simon Henry has been with Shell for over 15 to 17. com/agm/webcast and follow 30 years and was appointed Chief Financial Officer the online instructions. of the Company in May 2009, responsible for strategy, Yours faithfully, planning and information technology, as well as the Further details can be found on Company’s financial activities. He has served the Chad Holliday page 16. Company with distinction and I would like to thank him Chair for his enormous contribution to Shell. Simon is succeeded March 8, 2017
NOTICE OF ANNUAL GENERAL MEETING 2017 CHAIR’S LETTER 3
Notice is hereby given that the Annual General Meeting RESOLUTION 12
NOTICE OF (“AGM“) of Royal Dutch Shell plc (the “Company”) will That Linda G. Stuntz be reappointed as a Director be held at the Circustheater, Circusstraat 4, 2586 CW of the Company.
ANNUAL The Hague, The Netherlands at 10:00 (Dutch time) on
Tuesday May 23, 2017, for the purposes of considering RESOLUTION 13
GENERAL the following business. That Jessica Uhl be reappointed as a Director MEETING of the Company.
Resolutions numbered 1 to 18 are being proposed as ordinary resolutions and those numbered 19 to 21 are RESOLUTION 14 being proposed as special resolutions. For ordinary That Hans Wijers be reappointed as a Director resolutions to be passed, more than half of the votes of the Company. cast must be in favour of the resolution, while in the case of special resolutions at least three-quarters of the votes RESOLUTION 15 cast must be in favour. That Gerrit Zalm be reappointed as a Director of the Company.
RESOLUTION 1
That the Company’s annual accounts for the financial year RESOLUTION 16 ended December 31, 2016, together with the Directors’ That Ernst & Young LLP be reappointed as Auditor report and the Auditor’s report on those accounts, be of the Company to hold office until the conclusion received. of the next AGM of the Company.
RESOLUTION 2 RESOLUTION 17
That the Directors’ Remuneration Policy, set out on pages That the Audit Committee of the Board be authorised 96 to 103 of the Directors’ Remuneration Report, be to determine the remuneration of the Auditor for 2017. approved.
RESOLUTION 18
RESOLUTION 3 That the Board be generally and unconditionally That the Directors’ Remuneration Report, excluding the authorised, in substitution for all subsisting authorities, Directors’ Remuneration Policy set out on pages 96 to 103 to allot shares in the Company, and to grant rights to of the Directors’ Remuneration Report, for the year ended subscribe for or to convert any security into shares in the December 31, 2016, be approved. Company, up to an aggregate nominal amount of €190 million, and to list such shares or rights on any stock RESOLUTION 4 exchange, such authorities to apply until the earlier of the That Catherine Hughes be appointed as a Director close of business on August 23, 2018, and the end of the of the Company with effect from June 1, 2017. next AGM of the Company (unless previously renewed, revoked or varied by the Company in general meeting) RESOLUTION 5 but, in each case, during this period the Company may That Roberto Setubal be appointed as a Director make offers and enter into agreements which would, or of the Company with effect from October 1, 2017. might, require shares to be allotted or rights to subscribe for or to convert securities into shares to be granted after RESOLUTION 6 the authority ends and the Board may allot shares or grant That Ben van Beurden be reappointed as a Director rights to subscribe for or to convert securities into shares of the Company. under any such offer or agreement as if the authority had not ended.
RESOLUTION 7
That Guy Elliott be reappointed as a Director RESOLUTION 19 of the Company. That if Resolution 18 is passed, the Board be given power to allot equity securities (as defined in the Companies Act RESOLUTION 8 2006) for cash under the authority given by that resolution That Euleen Goh be reappointed as a Director and/or to sell ordinary shares held by the Company as of the Company. treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such RESOLUTION 9 power to be limited: That Charles O. Holliday be reappointed as a Director of the Company. (A) to the allotment of equity securities and sale of treasury RESOLUTION 10 shares for cash in connection with an offer of, or invitation That Gerard Kleisterlee be reappointed as a Director to apply for, equity securities: of the Company.
(i) to ordinary shareholders in proportion (as nearly as may RESOLUTION 11 be practicable) to their existing holdings; and That Sir Nigel Sheinwald be reappointed as a Director of the Company.
4 NOTICE OF ANNUAL GENERAL MEETING NOTICE OF ANNUAL GENERAL MEETING 2017
(ii) to holders of other equity securities, as required by RESOLUTION 21 – the rights of those securities or, as the Board otherwise SHAREHOLDER RESOLUTION considers necessary, The Company has received notice pursuant to the UK Companies Act 2006 of the intention to move the and so that the Board may impose any limits or restrictions resolution set forth on page 6 and incorporated herein and make any arrangements which it considers necessary by way of reference at the Company’s 2017 AGM. or appropriate to deal with treasury shares, fractional The resolution has been requisitioned by a group of entitlements, record dates, or legal or practical problems shareholders and should be read together with their arising in any overseas territory, the requirements of any statement in support of their proposed resolution, also set regulatory body or stock exchange or any other matter forth on page 6, as it provides more detail on the breadth whatsoever; and of actions such resolution would require of the Company.
(B) Your Directors consider that Resolution 21 is not in the to the allotment of equity securities or sale of treasury best interests of the Company and its shareholders as shares (otherwise than under paragraph (A) above) up a whole and unanimously recommend that you vote to a nominal amount of €28 million, against Resolution 21 given its detrimental impact on the Company as fully explained on pages 7 and 8. such power to apply until the earlier of the close of business on August 23, 2018, and the end of the next AGM of the Company but, in each case, prior to its expiry the Company may make offers, and enter into agreements, By order of the Board which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power Linda M. Szymanski expires and the Board may allot equity securities (and sell Company Secretary treasury shares) under any such offer or agreement as if the March 8, 2017 power had not expired.
RESOLUTION 20
That the Company be authorised for the purposes of Section 701 of the Companies Act 2006 to make one or more market purchases (as defined in Section 693(4) of the Companies Act 2006) of its ordinary shares of €0.07 each (“ordinary shares”), such authority to be limited:
(A) to a maximum number of 817 million ordinary shares;
(B) by the condition that the minimum price which may be paid for an ordinary share is €0.07 and the maximum price which may be paid for an ordinary share is the higher of:
(i) an amount equal to 5% above the average market value of an ordinary share for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and
(ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out,
in each case, exclusive of expenses;
such authority to apply until the earlier of the close of business on August 23, 2018, and the end of the next AGM of the Company but in each case so that the Company may enter into a contract to purchase ordinary shares which will or may be completed or executed wholly or partly after the authority ends and the Company may purchase ordinary shares pursuant to any such contract as if the authority had not ended.
NOTICE OF ANNUAL GENERAL MEETING 2017 NOTICE OF ANNUAL GENERAL MEETING 5
Shareholder resolution In order to align its emission reduction targets with a well-SHAREHOLDER Shareholders support Shell to take leadership in the energy below-2°C pathway, we request the company to base transition to a net-zero-emission energy system. Therefore, these targets on tangible metrics such as the Intended RESOLUTION shareholders request Shell to set and publish targets for Nationally Determined Contributions (INDCs), or to use reducing greenhouse gas (GHG) emissions that are aligned any other metrics the company finds practical to align its AND with the goal of the Paris Climate Agreement to limit global targets with a well-below-2°C pathway. For example, the SUPPORTING warming to well below 2°C. INDC of Europe calls for 40% emission reduction by 2030 and 80-95% by 2050, relative to 1990 levels. While the STATEMENT These GHG emission reduction targets need to combined INDCs are not enough to get on a well-below-cover Shell’s operations as well as the usage of its products 2°C pathway, these commitments may be “ratcheted” up.
(scope 1, 2, and 3), they need to include medium-term The company could use metrics of the Intergovernmental (2030) and long-term (2050) deadlines, and they need Panel on Climate Change (IPCC) as well. For example, to be company-wide, quantitative, and reviewed regularly. to limit global warming to well below 2°C, the IPCC estimates that 40-70% reduction in GHG emissions globally Shareholders request that annual reporting include is needed by 2050, relative to 2010 levels. In the light further information about plans and progress to achieve of changing technological drive, scientific progress, and these targets. incrementally rising policy commitments, Shell should review its GHG emission reduction targets regularly.
Supporting Statement
This shareholder resolution is intended to express Risks shareholder support for a course towards a net-zero- If actions to get on a well-below-2°C pathway are taken emission energy system. The why of a course towards a too slowly, this may lead to abrupt adjustments, resulting net-zero-emission energy system is clear: increasing costs of in costly shocks. An orderly transition should start with the the extraction of fossil fuels, decreasing costs of generating expression of clear medium- and long-term targets. We fully renewable energy, and the global political pledge to stop realize that these targets will be just dots on the horizon global warming. The how and the what are up to the and that the road leading there has to be discovered, but management of Shell. It is up to them to set GHG emission the longer the company waits, the harder it will be to attain reduction targets and to develop activities to attain these the well-below-2°C pathway and the more disruptive the targets. This supporting statement serves to offer rationale, transition will be. elaborate on transparency, and recommend metrics to align these targets with the Paris Climate Agreement. The political pledge to limit climate change to well below 2°C, the resulting future legislation, and the Context decreasing costs of renewable energy add to the risk
¦¦ In Paris, in December 2015, during the twenty-first that capital expenditures in fossil fuel projects will become Conference of the Parties (COP21), representatives stranded assets. of 195 countries reaffirmed the goal of limiting global temperature increase to well below 2°C above pre- Opportunities industrial levels and agreed to pursue efforts to limit Taking leadership in the global energy transition could the temperature increase to 1.5°C above pre-industrial increase the brand value of Shell. The company could levels. COP21 also agreed to aim for a global net-zero- distinguish itself from its competitors if customers knew that emission energy system. part of the profits from fossil fuels would be invested in energy sources that limit global warming.
¦¦ In May 2015, by means of a shareholder resolution submitted by the Aiming for A investor coalition, Shell is accustomed to exploring for oil and gas resources. shareholders directed that annual reporting will include We encourage the company to explore new business information relating to climate change, such as emissions models. Some investments will turn out to be profitable; management, asset portfolio resilience, and investment some not, as is the case in the exploration for oil and gas. strategies. Setting further targets on scopes 1, 2, and 3 Shell’s financial results greatly depend on the price of oil. is the next step. Diversification of the energy system could turn out to be an opportunity to decrease risks and create the cash engines
¦¦ Major institutional investors have announced that of the future. they will drastically cut the carbon footprint of their investment portfolios with the aim of reducing the Support climate risks in them. We encourage Shell to show leadership by enhancing its capability to innovate and make use of potential Transparency opportunities in a transforming energy landscape over the We the shareholders request that the company publish coming decades. We would welcome further alignment company-wide greenhouse gas (GHG) emission reduction between the company’s strategic positions vis-à-vis emerging targets according to the following 3 scopes: energy technologies that stand to benefit from the energy transition. With its decades of experience and expertise as
¦¦ Scope 1: direct emissions from the facilities under an innovator, its global reach, its financial capital, and its Shell’s operational control or the equity boundary. human capital, Shell is excellently positioned to make use of these developments by applying new technologies and
¦¦ Scope 2: indirect emissions from the facilities of others setting up related business models. We encourage Shell to that provide electricity or heat and steam to Shell’s set targets that are inspirational for society, employees, and operations, and shareholders, allowing Shell to meet increasing demand for energy while reducing GHG emissions.
¦¦ Scope 3: emissions that Shell estimates come from the use of Shell’s refinery products and natural gas products. You have our support.
6 SHAREHOLDER RESOLUTION AND SUPPORTING STATEMENT NOTICE OF ANNUAL GENERAL MEETING 2017
DIRECTORS’ Your Directors consider that Resolution 21 is not in the renewable power. We work with governments to best interests of the Company and its shareholders as produce effective transition plans and policies. And RESPONSE a whole and unanimously recommend that you vote in the near term the greatest contribution Shell can against it. make is to continue to grow the role of natural gas.
Encouraging energy users to switch from coal to gas Shell welcomes and strongly supports the Paris in industry and power generation, is one important Agreement, and supports the aspiration of transitioning way of achieving this; growing the market for gas towards a net-zero emissions world by 2050. We in transport and matching renewables with gas are will work together with governments and stakeholders others (i). These steps would also improve air quality, towards meeting this aspiration and we commit to report particularly in urban centres. We are pursuing at on steps taken. scale the development of new gas markets around the world. Putting limits on these business activities, The transition is already underway and is being driven which do indeed increase emissions by Shell and its by many factors: emerging new technologies, economic customers but reduce emissions in the system overall, growth, rising energy demand, local energy resources, would be counterproductive. national policies and efforts to address climate and environmental stresses. It will unfold over coming decades 3) To achieve a net-zero emissions world requires the Your Directors and will require concerted action by many, including widespread transformation of the energy system. consider that Shell. It will feature both the evolution of established, At the same time the demand for energy will Resolution 21 is not and the development of new, components of the energy increase dramatically due to growth in population system. We see commercial opportunity through the and improvement in living standards in the in the best interests transition and our strategy includes reducing our carbon developing world. This dual challenge will require of the Company intensity, over time. However, this resolution demonstrates unprecedented collaboration across society and and its shareholders fundamental misunderstanding of the necessary acceptance of far-reaching government policy and solutions to achieving the Paris goals. The resolution is regulation to decarbonise our economies and our as a whole and unreasonable with regard to what the Company can be lifestyles. It demands collective action across the unanimously held accountable for and would be ineffective or even energy system. To impose targets on a single supplier recommend that counterproductive for the following reasons: in this complex system does not only fail to address you vote against the actual challenge (as it will not reduce system
1) The Company’s business strategy is resilient to the emissions overall because customers will simply turn Resolution 21 given envisaged implementation of the Paris Agreement, to alternative suppliers); it would also undermine its detrimental impact which is now progressing through the Nationally our ability to play an active role in the transition on the Company. Determined Contributions. For example, the increased and would hinder long-term value creation for the use of natural gas in place of coal has contributed to Company and its shareholders. the emissions reductions being seen in the USA and the UK and the emissions plateau in China. Natural Supporting statements: gas now makes up over half of the Shell portfolio. As part of the Paris Agreement, governments set out At this stage, however, industry is still facing significant national plans (NDCs) to drive economy-wide action. uncertainties as to how government policy and The emissions resulting from energy consumers using consumer behaviour will ultimately shape the evolution Shell products (“Scope 3 emissions”) are for a large part of the energy system and which technologies and covered by these NDCs. Putting into place emission business models will prevail. We believe we are reduction targets for Shell alone would most likely force unique in having a broader set of business options the Company to cut production and sales of its products under technical and commercial development than and put us at a competitive disadvantage. Unless overall any other company in our sector. We are pursuing consumption of hydrocarbons is reduced, unilaterally these options with conviction and commercial realism. limiting their supply from a single company would merely We are convinced we have all the required flexibility result in another supplier filling the gap, achieving no to adapt and remain relevant and successful, no reduction overall in CO2 emissions. More importantly, matter how the energy transition will play out. We such unilateral targets would not bring the goals of the believe that by tying our hands in the early stages Paris Agreement on climate change any closer. of this evolution, this resolution would weaken the Company and limit our flexibility to adapt. The Paris Agreement acknowledges that emissions will continue and even grow in different parts of the
2) We are already willing and able players in the world and the global economy. It does not stipulate energy transition in ways that are uniquely suited to that emissions will fall in all sectors or countries our skills, reach and ambition – all with the ultimate simultaneously, or that all actors will reduce their objective of maintaining a sustainable business emissions(ii). What is important is that emissions fall model. We aim to reduce the greenhouse gas overall. In the US for example, the remarkable growth intensity of our own operations over time. From of domestic gas production and its use in the power this year we are making part of our remuneration sector and industry was a key contributor to reducing conditional on managing greenhouse gasses. We CO2 emissions by 12% over the decade to 2015, while test the robustness of our future assets by adopting growing the economy by 15% [A] in real terms. Far from a project screening value for carbon, even where helping us support the Paris goals through the growth of an actual carbon pricing mechanism does not yet our strong natural gas businesses, this resolution to set exist. We pursue at scale the development of low limits to the emissions of our gas customers would derail carbon energy products like bio fuels, hydrogen and this strategy.
(continued overleaf)
NOTICE OF ANNUAL GENERAL MEETING 2017 DIRECTORS’ RESPONSE 7
Directors’ response We feel this resolution demonstrates a basic services and new technologies that will be needed Continued misunderstanding of the solutions necessary to meet throughout the transition. We know our long-term success the Paris goal. Shell supplies products in response to in key countries depends on our ability to anticipate demand from consumers: drivers, home owners, small the types of energy that people will need in the future businesses, large industries, airlines and manufacturers, in a way that is both commercially competitive and and many more. Constraining just one source of environmentally sound. We will continue to invest in supply on which those consumers depend would not research and development; reducing and planning change demand. What’s needed are comprehensive for further reduction of emissions from operations; government policies that create the certainty required continuously strengthening carbon management systems to accelerate the necessary investment in low-carbon and reporting; searching for new business models technologies and drive the shift in demand from high to to ensure we will remain resilient under a range of lower carbon forms of energy. The most effective way outlooks; lobbying for the right policies; and sharing our to do so is to introduce economy-wide carbon pricing knowledge with decision makers and other participants mechanisms and effective end-use regulation to drive in the energy system to support the transition to a low changes in consumer behaviour. Only governments can carbon future. set these necessary frameworks and we invite anyone to partner with us to achieve these policy aims. This resolution is not designed to mitigate risks and would remove our flexibility to adapt and grow through Shell is a leading company voice in the energy and a period of change and uncertainty. It could prevent climate debate and intends to continue being a vocal us from being a reliable technology and investment advocate for progress. That’s why, for example, Shell partner to governments as they attempt to meet their is an active member of the Energy Transition Coalition climate plans. It could disrupt the course of business in the Netherlands, contributing our energy system or require imprudent use of Company resources and understanding to help national planning and to call for therefore harm the Company. It could weaken the the economy-wide policies that can drive the necessary position of financial strength from which to accelerate collective action by energy suppliers and consumers over our own transition once the pathways and options coming decades. As we navigate this still uncertain post- are clearer, both technologically and commercially.
Paris era we will continue to actively engage and listen Moreover, it would deny shareholders the dependable, to others in our aim to jointly develop workable solutions competitive returns they look for as they seek to invest for society in the many countries in which we operate. in the transition themselves.
But we are not simply engaging in dialogue about these topics: we have been taking action for many (i) To illustrate: years. Over the last decade we have put in place robust internal carbon management processes. We Supplying LNG to Pakistan, and based on that disclose assessments of our carbon risks and provide displacing liquid fuels used for power generation, transparency on actions taken to reduce carbon risks. increases Shell’s Scope 3 emissions, but reduces We invested billions of dollars in a range of low carbon the emissions from power generation with a net technologies, including biofuels, carbon capture and saving of an estimated 2 mt CO2 equivalents per storage, hydrogen and wind that will all be necessary to annum per 1mt of LNG sold. Supplying 60 kt LNG enable the transition. Moreover, we have recently set up per annum as a power source for two cruise ships, a New Energies division, to better focus our efforts in the replacing liquid fuels, increases Shell’s Scope 3 development of new technologies and business models emissions, but saves emissions of an estimated and aim to make this a significant growth area for the 48 kt CO2 equivalents per annum. future. As we work through the opportunities we aim to identify areas where Shell can operate – and create value for you our shareholders – at scale. Imposing absolute emission reduction targets, for our own assets (ii) To illustrate: or for the customers we serve, will not unlock more profitable investment in these new energies activities, Basrah Gas Company, by gathering and and may well have the opposite effect. processing gas otherwise flared by other producers, increases Shell’s Scope 1 Shell has a clear strategy, resilient in a 2°C world, and Scope 3 emissions, but reduces Scope 1 which sets a clear and competitive path forward, emissions from gas flaring by other producers by up participating alongside and in step with global efforts to an estimated 10 mt CO2 equivalents per annum. to create a low-carbon future. We will supply the goods,
[A] https://www.eia.gov/todayinenergy/detail.php?id=26152
8 DIRECTORS’ RESPONSE NOTICE OF ANNUAL GENERAL MEETING 2017
EXPLANATORY NOTES ON RESOLUTIONS
NOTE TO RESOLUTION 1
Annual Report and Accounts
The Board of Directors will present the Company’s annual
accounts for the financial year ended December 31, 2016,
together with the Directors’ report and the Auditor’s report
on those accounts.
NOTE TO RESOLUTIONS 2 AND 3
Consideration and approval of the Directors’ Remuneration Policy and Directors’ Remuneration Report
The current Directors’ Remuneration Policy was approved at the 2014 AGM and, in accordance with the relevant legislation, permitted the Company to make payments to the Directors consistent with the policy for a period of three years. It is now necessary to seek shareholder approval
for the Directors’ Remuneration Policy for a further period of three years and Resolution 2, which is a binding vote, seeks such approval. The Board considers that the policy
is appropriate to the Company’s circumstances and should receive shareholder support.
Resolution 3 is an advisory vote and seeks approval for the Directors’ Remuneration Report for the year ended December 31, 2016, excluding the Directors’ Remuneration Policy. Both are ordinary resolutions.
NOTES TO RESOLUTIONS 4 AND 5
Appointment of Directors
The Board has proposed the appointment of Catherine
Hughes and Roberto Setubal as Directors of the Company
with effect from June 1, 2017 and October 1, 2017,
respectively. Their biographical details are given on page 11.
NOTES TO RESOLUTIONS 6 TO 15
Retirement and reappointment of Directors
In line with the UK Corporate Governance Code, all
Directors will retire at the AGM and seek reappointment by
shareholders, except for Simon Henry who stands down as
a Director of the Company on March 9, 2017 and Patricia
Woertz who stands down as a Director of the Company
at the close of business of the AGM. The biographical
details of those Directors seeking reappointment are given
on pages 12 to 14.
Pursuant to the UK Corporate Governance Code, all Non- executive Directors have received performance evaluations and were considered to be effective in their roles and to
be committed to making available the appropriate time for
Board meetings and other duties.
The Board recommends that you support the reappointment of each of the retiring Directors standing for reappointment at the AGM.
NOTES TO RESOLUTIONS 16 AND 17
Reappointment of Auditor and determination of
Auditor’s remuneration
The Company is required to appoint an Auditor for each
financial year of the Company, to hold office until the
conclusion of the next general meeting at which accounts
are laid before the Company. Resolution 16 proposes
the reappointment of Ernst & Young LLP as the Company’s
Auditor and Resolution 17 seeks authority for the Audit
Committee of the Board to determine their remuneration.
NOTE TO RESOLUTION 18
Authority to allot shares
This resolution would give the Directors the authority to allot
ordinary shares or grant rights to subscribe for or to convert
any securities into ordinary shares up to an aggregate
nominal amount equal to € 190 million (representing
2,714,285,714 ordinary shares of € 0.07 each). This
amount represents approximately one-third of the issued
ordinary share capital of the Company as at March 8,
2017, the latest practicable date prior to publication of this
Notice. The Company does not hold any shares in treasury
as at the date of this Notice.
This authority complies with the guidelines issued by institutional investors.
The Directors’ authority under this resolution will expire at the earlier of the close of business on August 23, 2018, and the end of the AGM of the Company to be held in
2018. The Directors have no present intention to exercise the authority sought under this resolution.
NOTE TO RESOLUTION 19
Disapplication of pre-emption rights
This resolution will be proposed as a special resolution,
which requires at least three-quarters of the votes cast to
be in favour. It would give the Directors the authority to
allot ordinary shares (or sell any ordinary shares which the
Company elects to hold in treasury) for cash without first
offering them to existing shareholders in proportion to their
existing shareholdings.
This authority would be, similar to previous years, limited to allotments or sales in connection with pre-emptive offers to ordinary shareholders and offers to holders of other equity securities, if required by the rights of those securities or as the Board otherwise considers necessary, or otherwise
up to an aggregate nominal amount of € 28 million (representing 400 million ordinary shares of € 0.07 each). This aggregate nominal amount represents, in accordance with institutional investor guidelines, approximately 5%
of the issued ordinary share capital of the Company as at March 8, 2017, the latest practicable date prior to publication of this Notice. In respect of this aggregate nominal amount, the Directors confirm their intention to follow the provisions of the Pre-Emption Group’s Statement of Principles regarding cumulative usage of authorities within a rolling three-year period without prior consultation with shareholders.
The authority will expire at the earlier of the close of business on August 23, 2018, and the end of the AGM of the Company to be held in 2018. The Directors have no immediate plans to make use of this authority.
NOTICE OF ANNUAL GENERAL MEETING 2017 EXPLANATORY NOTES 9
Explanatory notes on resolutions Continued
NOTE TO RESOLUTION 20
Renewal of authority to make market purchases of ordinary shares
This resolution will be proposed as a special resolution, which requires at least three-quarters of the votes cast to be in favour. Authority is sought for the Company to
purchase up to 10% of its issued ordinary shares (excluding any treasury shares), renewing the authority granted by
the shareholders at previous AGMs. The Board regards the ability to repurchase issued shares in suitable circumstances as an important part of the financial management of
the Company.
The Directors confirm that they will exercise the ongoing buy-back authority only when, in the light of prevailing market conditions, they consider that such purchases would result in an increase in earnings per share and would be in the best interests of the shareholders generally. The Board
is making no recommendation as to whether shareholders should sell their ordinary shares in the Company. The Company did not purchase any ordinary shares in the period from the last AGM to March 8, 2017, under the existing authority.
Ordinary shares purchased by the Company pursuant to this authority will either be cancelled or held in treasury. Treasury shares are shares in the Company which are owned by the Company itself. The Company currently has no ordinary shares in treasury.
The minimum price, exclusive of expenses, which may be paid for an ordinary share is € 0.07. The maximum price, exclusive of expenses, which may be paid for an ordinary share is the higher of: (i) an amount equal to 5% above the average market value for an ordinary share for the five business days immediately preceding the date
of the purchase; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out.
The Company has no warrants in issue in relation to its shares and no options to subscribe for its shares outstanding.
The authority will expire at the earlier of the close of business on August 23, 2018, and the end of the AGM of the Company to be held in 2018.
NOTE TO RESOLUTION 21
Shareholder Resolution
Resolution 21 is a special resolution and has been
requisitioned by a group of shareholders. It should be read
together with their statement in support of their proposed
resolution as it provides more detail on the breadth of
actions such resolution would require of the Company.
The shareholder resolution and supporting statement is
given on page 6 and the Directors’ response is given
on pages 7 and 8.
Your Directors consider that Resolutions 1 to 20 are in the best interests of the Company and
its shareholders as a whole and unanimously recommend that you vote in favour of Resolutions
1 to 20. However, they consider that Resolution 21 is not in the best interests of the Company and its shareholders as a whole and unanimously recommend that you vote against Resolution
21 given its detrimental impact on the Company.
LNG plant operator at Curtis Island, Australia.
10 EXPLANATORY NOTES NOTICE OF ANNUAL GENERAL MEETING 2017
DIRECTORS’ BIOGRAPHIES
Resolution 4
CATHERINE J. HUGHES
Non-executive Director [A]
Born September 13, 1962. Catherine Hughes is a
Canadian and French dual national and has more than
30 years of experience in the oil and gas industry.
She served as Executive Vice President International at
Nexen Inc. from January 2012 until her retirement in April
2013, where she was responsible for all oil and gas
activities including exploration, production, development
and project activities outside of Canada. She originally
joined Nexen in 2009 where she served as Vice President,
Operational Services, Technology and Human Resources.
Prior to joining Nexen Inc. she was Vice President Oil Sands
at Husky Oil from 2007 to 2009 and Vice President,
Exploration & Production Services from 2005 to 2007.
Ms Hughes started her career with Schlumberger in1986 and held key positions in various countries including Italy, Nigeria, UK, US and France and was President of Schlumberger Canada Limited for five years based in Calgary.
She served as a Non-executive Director of Statoil from
2013 to 2015, and currently is a Non-executive Director
of Precision Drilling Corp. and SNC-Lavalin Group Inc.
Ms Hughes graduated with a degree in Electrical Engineering from INSA (Institut National des Sciences Appliquees) Lyon, France. She is a Professional Engineer,
as designated by the Association of Professional Engineers and Geoscientists of Alberta. She is a member of the National Association of Corporate Directors and a member of the Institute of Corporate Directors.
[A] Subject to appointment at the AGM.
Resolution 5
ROBERTO EGYDIO SETUBAL
Non-executive Director [A]
Born October 13, 1954. Roberto Setubal is a Brazilian national and is Chief Executive Officer and Vice Chairman of the Board of Directors of Itaú Unibanco Holding S.A. in Sao Paulo, Brazil. In April 2017, he will retire as Chief Executive Officer and act as Co-Chairman of the Board of Directors.
Following a brief period with Citibank in New York, he joined Itaú in 1984 where he held a variety of senior roles in individual banking, consumer credit operations and retail banking before being appointed Chief Executive Officer in
1994. Following the merger of Banco Itaú and Unibanco in 2008, he was appointed to his current position of President & Chief Executive Officer of Itaú Unibanco S.A.
Currently, he is President of the Advisory Council of the
Brazilian Federation of Bank Associations, a member of
the board of the International Monetary Conference (IMC),
a member of the board of the Institute of International
Finance (IIF), a member of the International Advisory
Committee of the New York Stock Exchange, a member
of the Economic and Social Development Council of the
Presidency of Brazil and a member of the International
Business Committee of the World Economic Forum. He
also serves as President of the Fundação Itaú Social and
as a member of the Instituto Itaú Cultural. Previously, he
has served as a Non-executive Director of Petrobras S.A,
as President of the IMC and as Vice-Chairman of the IIF.
Mr Setubal graduated with a degree in Production Engineering from the University of São Paulo, Brazil and a Master’s degree in Science Engineering from Stanford University in the United States.
[A] Subject to appointment at the AGM.
NOTICE OF ANNUAL GENERAL MEETING 2017 DIRECTORS’ BIOGRAPHIES 11
Directors’ biographies
Continued
BOARD COMMITTEE MEMBERSHIP [A] [B]
| Audit Committee |
||
| Corporate and Social |
||
| Responsibility Committee |
||
| Nomination and Succession |
||
| Committee |
||
| Remuneration Committee |
||
| Chair |
C | |
| Member |
M |
[A] On March 8, 2017, the Board approved a number of changes to the membership of the Board Committees. The memberships shown are in accordance with the new appointments.
[B] Sir Nigel Sheinwald is appointed a member of the Remuneration Committee with effect from May 24, 2017.
Resolution 6
BEN VAN BEURDEN
Chief Executive Officer
Born April 23, 1958. A Dutch national, appointed Chief
Executive Officer of the Company with effect from January
2014.
He was Downstream Director from January to September
2013. Before that, he was Executive Vice President
Chemicals from 2006 to 2012. In this period, he also
served on the boards of a number of leading industry
associations, including the International Council of
Chemicals Associations and the European Chemical
Industry Council. Prior to this, he held a number of
operational and commercial roles in both Upstream and
Downstream, including Vice President Manufacturing
Excellence. He joined Shell in 1983, after graduating
with a Master’s Degree in Chemical Engineering from
Delft University of Technology, the Netherlands.
Resolution 7
GUY ELLIOTT M M
Non-executive Director
Born December 26, 1955. A British national, appointed
a Non-executive Director of the Company with effect from
September 2010.
He was Chief Financial Officer of Rio Tinto plc and Rio Tinto Limited from 2002 to April 2013, and remained Senior Executive Director until he retired at the end of
2013 [A]. From 2007 to 2010, he was a Non-executive
Director of Cadbury plc, serving as Chairman of its
Audit Committee from 2008 to 2009 and as Senior
Independent Director from 2008 to 2010, and from
July 2013 to 2016 he was a Non-executive Director of
SABMiller plc, serving as Deputy Chairman and Senior
Independent Director from December 2013 to 2016.
He is a member of the UK Takeover Panel and Chairman of the Code Committee of the Panel.
[A] On December 1, 2016, Rio Tinto plc confirmed its cooperation in a US SEC investigation relating to an impairment taken in 2012.
Resolution 8
EULEEN GOH C
Non-executive Director
Born April 20, 1955. A Singaporean national, appointed a Non-executive Director of the Company with effect from September 2014.
She is a chartered accountant and also has professional qualifications in banking and taxation. She held various senior management positions with Standard Chartered Bank and was Chief Executive Officer of Standard Chartered Bank, Singapore, from 2001 until 2006.
She has also held non-executive appointments on various boards including Aviva plc, MediaCorp Pte Limited, Singapore Airlines Limited, Singapore Exchange Limited, Standard Chartered Bank Malaysia Berhad and Standard Chartered Bank Thai pcl. She was previously Non-executive Chairman of the Singapore International Foundation and Chairman of International Enterprise Singapore and the Accounting Standards Council, Singapore.
She is Chairman of SATS Limited, a Non-executive Director of CapitaLand Limited, DBS Bank Limited and DBS Group Holdings Limited and a Trustee of the Singapore Institute
of International Affairs Endowment Fund and the Temasek Trust. She is also a Non-executive Director of Singapore Health Services Pte Limited, a not-for-profit organisation.
Resolution 9
CHARLES O. HOLLIDAY C
Chair
Born March 9, 1948. A US national, appointed Chair of the Company with effect from May 2015, having previously served as a Non-executive Director since September 2010.
He was Chief Executive Officer of DuPont from 1998 to 2009, and Chairman from 1999 to 2009. He
joined DuPont in 1970 after receiving a B.S. in industrial engineering from the University of Tennessee and held various manufacturing and business assignments, including a six-year, Tokyo-based posting as President of DuPont Asia/Pacific. He has previously served as Chairman of
the Bank of America Corporation, The Business Council, Catalyst, the National Academy of Engineering, the Society of Chemical Industry – American Section, the World Business Council for Sustainable Development
and as a Director of Deere & Company. He is a founding member of the International Business Council.
He is a Director of HCA Holdings, Inc.
12 DIRECTORS’ BIOGRAPHIES NOTICE OF ANNUAL GENERAL MEETING 2017
Resolution 10
GERARD KLEISTERLEE M C
Non-executive Director
Born September 28, 1946. A Dutch national, appointed
a Non-executive Director of the Company with effect from
November 2010.
He was President/Chief Executive Officer and Chairman of the Board of Management of Koninklijke Philips N.V. from 2001 to 2011. Having joined Philips in 1974, he held several positions before being appointed as Chief Executive Officer of Philips’ Components division in 1999
and Executive Vice-President of Philips in 2000. From 2010 to 2013, he was a member of the board of Directors of
Dell Inc., from 2009 to 2014, he was a member of the
Supervisory Board of Daimler AG and, from 2014 to
2016, he was a Non-executive Director of IBEX Global
Solutions plc.
He is Chairman of Vodafone Group plc and Chairman of the Supervisory Board of ASML Holding N.V.
Resolution 11
SIR NIGEL SHEINWALD
GCMG M M
Non-executive Director
Born June 26, 1953. A British national, appointed a Non- executive Director of the Company with effect from July 2012.
He was a senior British diplomat who served as British Ambassador to the USA from 2007 to 2012, before retiring from the Diplomatic Service. Prior to this, he served as Foreign Policy and Defence Adviser to the Prime Minister
and Head of the Cabinet Office Defence and Overseas Secretariat. He served as British Ambassador and Permanent Representative to the European Union in Brussels from 2000 to 2003. He joined the Diplomatic Service in 1976 and served in Brussels, Washington, Moscow and in a wide range of policy roles in London.
He is a Non-executive Director of Invesco Limited and Raytheon UK, a Senior Adviser to the Universal Music Group and a Visiting Professor and Council Member of King’s College, London.
Resolution 12
LINDA G. STUNTZ M M
Non-executive Director
Born September 11, 1954. A US national, appointed a Non-executive Director of the Company with effect from June 2011.
She is a founding partner of the law firm of Stuntz, Davis & Staffier, P.C., based in Washington, DC. Her law practice includes energy and environmental regulation, as well
as matters relating to government support of technology development and transfer. She was a member of the US Secretary of Energy Advisory Board from 2015 to January
2017, she chaired the Electricity Advisory Committee to the US Department of Energy from 2008 to 2009, and was a member of the board of Directors of Schlumberger Limited from 1993 to 2010 and Raytheon Company from 2004
to 2015. From 1989 to 1993, she held senior policy positions at the US Department of Energy, including Deputy Secretary. She played a principal role in the development and enactment of the Energy Policy Act of 1992. From
1981 to 1987, she was an Associate Minority Counsel and Minority Counsel to the Energy and Commerce Committee of the US House of Representatives.
She is a Director of Edison International.
Resolution 13
JESSICA UHL
Chief Financial Officer [A]
Born January 29, 1968. A US national, appointed Chief
Financial Officer of the Company with effect from March 9, 2017.
She was Executive Vice President Finance for the Integrated
Gas business from January 2016 to March 2017.
Previously, she was Executive Vice President Finance for
Upstream Americas from 2014 to 2015, Vice President
Finance for Upstream Americas Unconventionals from
2013 to 2014, Vice President Controller for Upstream and
Projects & Technology from 2010 to 2012, Vice President
Finance for the global Lubricants business from 2009 to
2010, and Head of External Reporting from 2007 to
2009. She joined Shell in 2004 in finance and business
development, supporting the Renewables business.
Prior to joining Shell, she worked for Enron in the USA and Panama from 1997 to 2003 and for Citibank in San Francisco, USA from 1990 to 1996. She obtained an MBA at INSEAD in 1997.
[A] As announced on December 15, 2016, Jessica Uhl succeeds
Simon Henry as Chief Financial Officer with effect from March 9, 2017.
NOTICE OF ANNUAL GENERAL MEETING 2017 DIRECTORS’ BIOGRAPHIES 13
Directors’ biographies
Continued
BOARD COMMITTEE MEMBERSHIP [A]
| Audit Committee |
||
| Corporate and Social |
||
| Responsibility Committee |
||
| Nomination and Succession |
||
| Committee |
||
| Remuneration Committee |
||
| Chair |
C | |
| Member |
M |
[A] On March 8, 2017, the Board approved a number of changes to the membership of the Board Committees. The memberships shown are in accordance with the new appointments.
Resolution 14
HANS WIJERS C M
Deputy Chairman and Senior
Independent Director
Born January 11, 1951. A Dutch national, appointed a Non-executive Director of the Company with effect from January 2009.
He was Chief Executive Officer and Chairman of the Board of Management of AkzoNobel N.V. from 2003 to 2012, having become a Board member in 2002.
From 1999 to 2002, he was Senior Partner at The Boston
Consulting Group. He was Minister of Economic Affairs
of the Netherlands from 1994 to 1998, and was
previously Managing Partner of The Boston Consulting
Group. He obtained a PhD in economics from Erasmus
University Rotterdam while teaching there. From 2012
to 2016 he was Chairman of the Supervisory Board
of AFC Ajax N.V. and from 2013 to 2016 he was
a Non-executive Director of GlaxoSmithKline plc.
He is Chairman of the Supervisory Board of Heineken N.V., a member of the Supervisory Board of HAL Holding N.V. and a trustee of various charities.
Resolution 15
GERRIT ZALM M M
Non-executive Director
Born May 6, 1952. A Dutch national, appointed a
Non-executive Director of the Company with effect from
January 2013.
He was an adviser to PricewaterhouseCoopers during
2007, Chairman of the trustees of the International
Accounting Standards Board from 2007 to 2010, an
adviser to Permira from 2007 to 2008, Chief Economist
from July 2007 to January 2008, and Chief Financial
Officer from January 2008 to December 2008 of DSB
Bank, and Chairman of the Managing Board of ABN
AMRO Bank N.V. from 2010 to 2016. He was Minister
of Finance of the Netherlands twice, from 1994 to 2002
and from 2003 to 2007. In between, he was Chairman
of the parliamentary party of the VVD. Prior to 1994,
he was head of the Netherlands Bureau for Economic
Policy Analysis, a professor at Vrije Universiteit Amsterdam
and held various positions at the Ministry of Finance and
the Ministry of Economic Affairs. He studied General
Economics at Vrije Universiteit Amsterdam and received
an Honorary Doctorate in Economics from that university.
14 DIRECTORS’ BIOGRAPHIES NOTICE OF ANNUAL GENERAL MEETING 2017
SHAREHOLDER NOTES
THIS SECTION CONTAINS INFORMATION RELATING TO THE FOLLOWING:
1.
Attendance and appointment of a proxy
2.
Corporate representatives
3.
AGM webcast
4.
Electronic proxy appointment
5.
CREST electronic proxy appointment
6.
Audit concerns
7.
Shareholders’ right to ask questions
8.
Shareholders’ rights under Sections 338 and 338A of the Companies Act 2006
9.
Electronic publication
10.
Electronic addresses
11.
Shares and voting rights
12.
Documents available for inspection
1. ATTENDANCE AND APPOINTMENT OF A PROXY
If you wish to attend the AGM or appoint a proxy to attend, speak and vote on your behalf, please see the relevant section below depending on the way you hold your shares.
There are several ways in which Royal Dutch Shell plc ordinary shares or an interest in those shares can be held. These include:
directly as registered shares in certificated or uncertificated form in a shareholder’s own name;
through the Royal Dutch Shell Corporate Nominee;
indirectly through Euroclear Nederland (via banks or brokers); or
as a direct or indirect holder of either A or B American Depositary Shares (ADSs) with the Depositary (The Bank of New York Mellon).
Any person to whom this Notice is sent who is a person that has been nominated under Section 146 of the Companies Act 2006 to enjoy information rights (“nominated persons”) does not have a right to appoint a proxy. However, a nominated person may, under an agreement with the registered shareholder by whom he
or she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. Alternatively, if a nominated person does not have such a right, or does not wish to exercise it, he or she may have a right under any such agreement to give instructions to the
registered shareholder as to the exercise of voting rights.
Shareholders with registered shares in their own name or holding their shares through the Royal Dutch Shell Corporate Nominee
Registered holders of shares or shareholders who hold their shares in the Royal Dutch Shell Corporate Nominee, or their duly appointed representatives, are entitled to attend, speak and vote at the AGM.
Entitlement to attend and vote at the AGM will be determined by reference to the Company’s Register of Members. In order to attend and vote at the AGM, a person must be entered on the Register of Members or the register of the Royal Dutch Shell Corporate Nominee no later than 19:30 (Dutch time), 18:30 (UK time) on Friday May 19, 2017. A shareholder’s voting entitlement will depend on the number of shares held at that time. If the AGM is adjourned, such entitlement is determined by reference to the Register of Members or the register
of the Royal Dutch Shell Corporate Nominee at 19:30 (Dutch time), 18:30 (UK time), two working days before
the date of the adjourned AGM.
A shareholder is entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the AGM. A shareholder may appoint more than one proxy in relation to the AGM, provided each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder.
A proxy need not also be a shareholder. Proxy Forms and Voting Instruction Forms must reach the Company’s Registrar no later than 18:00 (Dutch time), 17:00 (UK time) on Friday May 19, 2017. It is also possible to vote or register a proxy appointment electronically
as explained below. Shareholders who have completed a Proxy Form or Voting Instruction Form may still attend the AGM and vote in person should they wish to do so, but they are requested to bring the Admittance Card
with them to the AGM.
If a shareholder wishes to appoint multiple proxies, he or she should contact the Registrar on 0800 169 1679 (UK) or +44 (0) 121 415 7073 to obtain an additional Proxy Form or, in the case of a participant in the Royal Dutch Shell Corporate Nominee, a Voting Instruction Form. Alternatively, the shareholder may photocopy his or her Proxy Form or Voting Instruction Form. It will be necessary for the shareholder to indicate on each separate Proxy Form, or Voting Instruction Form, the number of shares in relation to which each proxy is authorised to act. If a shareholder appoints more than one proxy, he or she must ensure that no more than one proxy is appointed in relation to any share.
If a shareholder does not specify how he or she wants the proxy to vote on the particular resolutions, the proxy may vote or abstain as he or she sees fit. A proxy may also vote or abstain as he or she sees fit on any other business which properly comes before the AGM.
If shares are held through the Royal Dutch Shell Corporate Nominee and no voting instructions are received or specified, the Corporate Nominee will not cast the votes attached to such shares.
If two or more shareholders jointly hold shares in the Company, each shareholder may attend, speak and vote at the AGM, appoint a proxy or give voting instructions. However, if more than one joint holder votes, appoints a proxy or gives voting instructions, the only vote, appointment or voting instruction which will count is the vote, appointment or voting instruction of
the joint holder whose name is listed first on the register.
Shareholders holding their shares through Euroclear Nederland (via banks or brokers) Shareholders holding their shares through Euroclear Nederland B.V. (“Euroclear”) via banks and brokers are
not included in the Company’s Register of Members – such shares are included in the Register of Members under the name of Euroclear.
If shareholders who hold their shares through Euroclear wish to: (i) attend the AGM; or (ii) appoint a proxy to attend, speak and vote on their behalf; or (iii) give voting instructions without attending the AGM, they must instruct Euroclear accordingly. To do this, shareholders are advised to contact their bank or broker as soon as possible and advise
them which of the three options they prefer. Alternatively, shareholders can choose such options electronically by accessing the website www.abnamro.com/evoting and following the online instructions. In all cases the validity of the instruction will be conditional upon ownership of the shares at no later than 18:00 (Dutch time), 17:00 (UK time) on Friday May 19, 2017. Any instruction, whether by hard copy or by electronic means, must be received by this time.
Shareholders holding their shares through Euroclear and who indicate they wish to attend the AGM will not receive an Admittance Card. They will therefore be asked to identify themselves at the AGM using a valid passport, identity card or driving licence.
NOTICE OF ANNUAL GENERAL MEETING 2017 SHAREHOLDER NOTES 15
Shareholder notes
Continued
Holders of American Depositary Shares (ADSs) Registered ADS holders who wish to attend the AGM or wish to have their votes cast on their behalf should indicate accordingly on their Voting Instruction Form and return it to the Depositary, The Bank of New York Mellon. Those who hold their ADSs beneficially through a bank or broker and wish to attend the AGM or have their votes cast on their behalf should contact their bank or broker as soon as possible. The Depositary, The Bank of New York Mellon can be contacted on telephone number +1 888 737 2377 (from within the USA) or +1 201 680 6825 (from outsid the USA). Holders of ADSs wishing to attend the AGM
will not receive an Admittance Card and will therefore
be asked to identify themselves at the AGM using a valid
passport, identity card or driving licence.
2. CORPORATE REPRESENTATIVES
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
3. AGM WEBCAST
If you are unable to come to the AGM you can watch via the webcast which will be broadcast live at 10:00 (Dutch time), 09:00 (UK time) on the day of the AGM. Shareholders who wish to follow the AGM via the webcast should log on to www.shell.com/agm/webcast and follow the online instructions. The webcast is not interactive and
it is not possible to vote or ask questions remotely.
The webcast may include the question and answer sessions with shareholders present at the AGM, as well as background shots of those present in the auditorium. We have also arranged for photographs to be taken throughout the premises for the duration of the event to be kept in
the Company’s photo library. These photographs may be used in future publications online or in print. If you attend the AGM in person, you may be included in photographs or in the webcast. Please note that the photographs
and broadcast footage may be transferred outside the
European Economic Area.
4. ELECTRONIC PROXY APPOINTMENT Registered shareholders and those who hold their shares through the Royal Dutch Shell Corporate Nominee who prefer to register a proxy appointment with the Registrar via the internet instead of by hard copy (sent by post
or by hand) may do so by accessing the website www.sharevote.co.uk. Details of how to register an electronic proxy appointment and voting instructions
are set out on the website, but please note the following:
This method of registering proxies is an alternative to
the traditional hard copy appointment of proxies, which
will continue unaltered. The electronic facility is available
to all shareholders and those who use it will not be
disadvantaged.
This facility provides for the electronic appointment of a proxy and not direct electronic voting. Accordingly, the person appointed as proxy will have to attend the AGM in person and vote on behalf of the shareholder.
No special software is required in addition to internet access.
To register on the website www.sharevote.co.uk it will be necessary to quote the reference numbers which are set out on the top of your Proxy Form or Voting Instruction Form. These numbers are unique to the particular holding and the 2017 AGM and contain special security
aspects to prevent fraudulent replication.
In the interests of security, the reference numbers will not be reissued, so if you consider that you might
want to register your proxy appointment or your voting instructions electronically after submitting the paper form, please retain a note of the Voting ID, Task ID and Shareholder Reference Number before dispatching the paper form.
An electronic appointment of a proxy or registration of voting instructions will not be valid if sent to any address other than submission via www.sharevote.co.uk and will not be accepted if found to contain a virus.
The final time for receipt of proxies is 18:00 (Dutch time), 17:00 (UK time) on Friday May 19, 2017. You may change your appointment or voting instructions by submitting a new form in either hard copy or electronic form; however, the new form must be received by the Registrar by this final time. If two valid Proxy Forms or Voting Instruction Forms are received from the same shareholder before the relevant closing time, the one last received will be counted.
5. CREST ELECTRONIC PROXY APPOINTMENT
CREST members who wish to appoint a proxy through the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed voting service provider(s), should refer to their CREST sponsor
or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK
& Ireland Limited’s specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear. com). The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must,
in order to be valid, be transmitted so as to be received by the Registrar (ID RA 19) by the latest time(s) for receipt of proxy appointments specified in this Notice. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Registrar
is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
16 SHAREHOLDER NOTES NOTICE OF ANNUAL GENERAL MEETING 2017
CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take
(or, if the CREST member is a CREST personal member
or sponsored member or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary
to ensure that a message is transmitted by means of the
CREST system by any particular time. In this regard, CREST
members and, where applicable, their CREST sponsors
or voting service providers, are referred in particular to
those sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy
Instruction in the circumstances set out in Regulation 35(5)(a)
of the Uncertificated Securities Regulations 2001.
6. AUDIT CONCERNS
Under Section 527 of the Companies Act 2006 shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts
(including the Auditor’s report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of
the Companies Act 2006, it must forward the statement to the Company’s auditor no later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.
7. SHAREHOLDERS’ RIGHT TO ASK QUESTIONS
Any shareholder attending the AGM has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at
the AGM but no such answer need be given if: (i) to do so would interfere unduly with the preparation for the AGM
or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered. See also “How to ask a question” on page 18.
8. SHAREHOLDERS’ RIGHTS UNDER SECTIONS 338 AND 338A OF THE COMPANIES ACT 2006
Under Section 338 and Section 338A of the Companies Act 2006, shareholders meeting the threshold requirements in those sections have the right to require the Company:
(i) to give to shareholders of the Company entitled to receive Notice, notice of a resolution which may properly be moved and is intended to be moved at the AGM; and/ or (ii) to include in the business to be dealt with at the AGM
any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the company’s constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included
in the business, must be authenticated by the person or persons making it, must be received by the Company no later than Monday April 10, 2017, being the date six clear weeks before the AGM, and (in the case of a matter to
be included in the business only) must be accompanied by a statement setting out the grounds for the request.
9. ELECTRONIC PUBLICATION
A copy of this Notice, and other information required by Section 311A of the Companies Act 2006, can be found at www.shell.com/agm.
10. ELECTRONIC ADDRESSES
Shareholders may not use any electronic address in this Notice or any related documents (including the Chair’s Letter or Proxy Forms) to communicate with the Company about proceedings at the 2017 AGM or the contents
of this Notice other than for expressly stated purposes.
11. SHARES AND VOTING RIGHTS
The total number of Royal Dutch Shell plc ordinary shares in issue as at March 8, 2017, is 8,174,390,544 shares (being 4,428,903,813 A shares and 3,745,486,731 B shares), and 50,000 sterling deferred shares. The A shares and the B shares carry one vote each but the sterling deferred shares have no voting rights. The Company holds no shares in treasury.
12. DOCUMENTS AVAILABLE FOR INSPECTION
The following documents, which are available for inspection during normal business hours at the registered office of the Company on any weekday (public holidays excluded), will also be available for inspection at the AGM from 09:45 (Dutch time) on the day of the AGM until the conclusion of the AGM:
a copy of each Executive Director’s contract of service;
and
a copy of each Non-executive Director’s letter of appointment.
NOTICE OF ANNUAL GENERAL MEETING 2017 SHAREHOLDER NOTES 17
ATTENDANCE ARRANGEMENTS
LOCATION, DATE AND TIME
The AGM will be held at Circustheater, Circusstraat 4,
2586 CW The Hague, The Netherlands on Tuesday May
23, 2017 at 10:00 (Dutch time). Registration is open from
08:30 (Dutch time).
HOW TO ASK A QUESTION
There will be dedicated question points located in the main auditorium. Ushers will be available to direct you to the question points and it is suggested that you sit in these areas should you wish to raise a question.
VOTING
All resolutions for consideration at the AGM will be decided by way of a poll rather than a show of hands.
This means that a shareholder has one vote for every share held. It reflects the Company’s established practice and ensures that shareholders, including shareholders who are not able to come to the AGM in person, have their votes taken into account. Poll cards will be distributed at the AGM for the purposes of voting.
REFRESHMENTS
Tea and coffee will be served before the AGM and a light lunch will be available afterwards.
HOW TO GET THERE
The nearest tram stop (called “Circustheater”) is opposite the venue. If travelling from either Den Haag Hollands Spoor (HS) or The Hague Centraal (CS) train stations, take tram 9.
AIRPORT CONNECTIONS Rotterdam The Hague Airport (www.rotterdamthehagueairport.nl/en/) is the nearest international airport to The Hague, however, many travellers prefer to use Amsterdam Schiphol Airport (www.schiphol.nl) as it offers better public transport links.
PARKING
The car park is located at Nieuwe Parklaan.
TRAFFIC DISRUPTION
Shareholders may wish to note that there is major maintenance work being carried out on the main route Raamweg/Koningskade. This may cause significant traffic disruption and delay to your journey. For more information visit www.raamwegdenhaag.nl.
SHAREHOLDERS WITH SPECIAL NEEDS There will be an induction loop system for those with hearing difficulties. Persons in wheelchairs should contact a member of staff on arrival. Anyone accompanying a
person in need of assistance will be admitted to the AGM.
SECURITY
There will be a security check in the reception area at the venue, and a routine bag search will be undertaken for those persons wishing to take bags into the AGM. The use of electrical equipment and cameras will not be permitted during the AGM.
18 ATTENDANCE ARRANGEMENTS NOTICE OF ANNUAL GENERAL MEETING 2017
SHAREHOLDER PRESENTATION, LONDON
Dear Shareholder,
I would like to invite you to a presentation which will be
held in London on Thursday May 25, 2017 (two days after
the Company’s Annual General Meeting). I will chair the
presentation, and will be joined by Ben van Beurden, Chief
Executive Officer, Jessica Uhl, Chief Financial Officer and
Linda Szymanski, Company Secretary.
While all shareholders are invited to attend, the presentation may be of particular interest to UK resident shareholders who wish to hear about the Company’s progress and have the opportunity to ask questions in person.
Yours faithfully,
Chad Holliday
Chair
Royal Dutch Shell plc
This presentation is not part of the 2017 Annual General
Meeting (“AGM”) of Royal Dutch Shell plc.
LOCATION, DATE AND TIME
The presentation will be held at Central Hall Westminster, Storey’s Gate, Westminster, London, SW1H 9NH, United Kingdom on Thursday May 25, 2017 at 11:00 (UK
time). It is scheduled to last for approximately two hours. Registration is open from 09:30 (UK time).
ADMISSION
If you wish to attend the presentation, please take your Shareholder Presentation Admittance Card with you which is attached to your AGM Proxy Form or Voting Instruction Form. If you do not have an AGM Proxy Form or Voting Instruction Form, please contact the Company’s Registrar, Equiniti on 0800 169 1679 (UK)
L I T
T L E
TCNAS
U
A
R Y
or +44 (0)121 415 7073.
REGISTRAR
The Company’s Registrar, Equiniti, will be present to answer any questions or deal with any share registration matters.
REFRESHMENTS
Tea and coffee will be served before the presentation and a sandwich lunch will be available afterwards.
HOW TO GET THERE
Central Hall Westminster is located approximately three minutes walk from Westminster (Jubilee/District and Circle lines) and St James’s Park (District and Circle lines) Underground stations.
PARKING
There is a car park located in Medway Street just a few minutes from the venue.
SHAREHOLDERS WITH SPECIAL NEEDS
There will be an induction loop system at the meeting
for those with hearing difficulties. Persons in wheelchairs
should contact a member of staff on arrival. Anyone
accompanying a person in need of assistance will be
admitted to the presentation.
SECURITY
There will be a security check in the reception area at the venue, and a routine bag search will be undertaken for those persons wishing to take bags into the presentation. The use of electrical equipment and cameras will not be permitted during the presentation.
NOTICE OF ANNUAL GENERAL MEETING 2017 SHAREHOLDER NOTES 17
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Proxy Form
1 Appointment of proxy
Please strike out “the Chair of the AGM” if you wish to appoint another person, writing his or her name in the space provided.
2 Rights of proxy
If you appoint a proxy, he or she may attend the meeting, speak and vote on a poll or a show of hands. A proxy need not also be a shareholder. In the absence of instructions in respect of any resolution, the proxy may vote (or abstain from voting) as he or she thinks fit on that resolution and may vote (or abstain from voting) as he or she thinks fit on any other business which may properly come before the meeting.
3 Voting entitlement
This Proxy Form represents all A shares and B shares in the Company which are registered in your name at the same address.
If you leave the box next to the proxy holder’s name blank, your proxy will be authorised to exercise your voting entitlement in respect of all A shares and B shares in the Company which are registered in your name at the same address.
4 Partial voting
If you wish to appoint a proxy and the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder’s name the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be authorised to exercise your voting entitlement in respect of all A shares and B shares in the Company which are registered in your name at the same address.
5 Appointment of more than one proxy
To appoint more than one proxy, (an) additional Proxy Form(s) may be obtained by contacting the Registrar on 0800 169 1679 or +44 (0)121 415 7073 or you may photocopy this form. Please indicate in the box next to the proxy holder’s name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and returned together to the Registrar in the pre-paid envelope provided.
6 Validity
The Proxy Form(s) must be signed and dated by the appointer or appointer’s attorney and together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must reach the Registrar no later than the deadline referred to overleaf. Where the appointer is a corporation, this Proxy Form must be under seal or under the hand of an officer or attorney duly authorised. If your Proxy Form arrives late or unsigned, it will not be valid and will not replace any earlier Proxy Form received.
7 Joint shareholders
In the case of joint holders, the vote of the senior shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority is determined by the order in which the names stand in the register of members in respect of such joint holding. Further information is given in the Notice of Annual General Meeting.
8 Record date
Entitlement to attend and vote at the meeting or any adjourned meeting, and the number of votes a shareholder, or his or her proxy, can cast, will be determined by reference to the shareholder register at 19:30 (Dutch time), 18:30 (UK time) on Friday May 19, 2017 or, if the meeting is adjourned, 19:30 (Dutch time), 18:30 (UK time), two working days before the date of the adjourned meeting.
9 Vote withheld
The “vote withheld” option is provided to enable you to abstain on any particular resolution. However, it should be noted that a “vote withheld” is not a vote in law and will not be counted in the calculation of the proportion of the votes “for” and “against” a resolution.
10 Enquiries
If you have any questions about how to complete this Proxy Form, please telephone our Registrar, Equiniti, on 0800 169 1679 or +44 (0)121 415 7073.
Lines are open 09:30-18:30 (Dutch time),
08:30-17:30 (UK time), Monday to Friday.
Royal Dutch Shell plc
Annual General Meeting — Admittance Card
The Annual General Meeting (“AGM”) of Royal Dutch Shell plc will be held at the Circustheater, Circusstraat 4, 2586 CW The Hague, The Netherlands at 10:00 (Dutch time) on Tuesday May 23, 2017. If you wish to attend the AGM, please bring this Admittance Card and keep it with you throughout the meeting.
Appointment of a proxy
You can appoint a proxy to attend, speak and vote on your behalf. If you wish to appoint a proxy, please complete the attached Proxy Form and return it in the enclosed envelope to be received no later than 18:00 (Dutch time), 17:00 (UK time) on Friday May 19, 2017. You can also vote or appoint a proxy online (see overleaf for more information).
Webcast
If you are unable to come to the AGM, you can watch via our webcast which will be broadcast live at 10:00 (Dutch time), 09:00 (UK time) on the day of the meeting. Further information about the webcast arrangements can be found in the Notice of Annual General Meeting.
(See notes overleaf)
Shareholder Presentation, London — Admittance Card
A presentation will be held by Charles O. Holliday, Chair, Ben van Beurden, Chief Executive Officer, Jessica Uhl, Chief Financial Officer and Linda Szymanski, Company Secretary at Central Hall Westminster, Storey’s Gate, Westminster, London, SW1H 9NH, United Kingdom at 11:00 (UK time) on Thursday May 25, 2017
(two days after the Annual General Meeting (“AGM”)). If you wish to attend the presentation, please bring this Admittance Card and keep it with you throughout the presentation.
While all shareholders are invited to attend, the presentation may be of particular interest to UK resident shareholders who wish to hear about the Company’s progress and ask the Chair, Chief
Executive Officer, Chief Financial Officer or Company Secretary questions in person.
This presentation is not part of the 2017 AGM of Royal Dutch Shell plc.
(See notes overleaf)
Annual General Meeting
1 Voting arrangements
It is intended that all the resolutions voted upon at the meeting will be subject to a poll (rather than a show of hands) which means that a shareholder has one vote for every share held. The voting procedure will be explained at the meeting.
2 Voting or appointing a proxy online
You can vote your shares or appoint a proxy online by logging onto www.sharevote.co.uk.
You will need your Voting ID, Task ID and Shareholder Reference Number, which are shown on the attached Proxy Form. Your votes or appointment must be registered by no later than 18:00 (Dutch time), 17:00 (UK time) on Friday May 19, 2017.
3 CREST electronic proxy appointment service
If you are a user of the CREST system (including a CREST personal member), you may appoint one or more proxies or give an instruction to a proxy via CREST.
4 Security
There will be a security check in the reception area at the venue, and a bag search will be undertaken for those persons wishing to take bags into the AGM. The use of electrical equipment and cameras will not be permitted during the AGM.
5 Further information
Further information about the AGM is given in the Notice of Annual General Meeting.
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Shareholder Presentation, London
1 Venue
Central Hall Westminster, Storey’s Gate,
Westminster, London, SW1H 9NH,
United Kingdom.
2 Time and date
The presentation will be held on Thursday May 25, 2017 at 11:00 (UK time). It is scheduled to last for approximately 2 hours.
Registration is open from 09:30 (UK time).
3 Refreshments
Tea and coffee will be served before the presentation and a sandwich lunch will be available afterwards.
4 How to get there
Central Hall Westminster is located approximately three minutes walk from Westminster (Jubilee/District and Circle lines)
and St James’s Park (District and Circle lines) Underground stations.
5 Shareholders with special needs
There will be an induction loop system at the meeting for those with hearing difficulties.
Persons in wheelchairs should contact a member of staff on arrival.
6 Security
There will be a security check in the reception area at the venue, and a bag search will be undertaken for those persons wishing to take bags into the presentation.
The use of electrical equipment and cameras will not be permitted during the presentation.
7 Further information
Further information is given in the Notice of Annual General Meeting.
Royal Dutch Shell plc
Proxy Form
Voting ID
Task ID
Shareholder Reference Number
You may appoint a proxy to attend, speak and vote on your behalf at the Annual General Meeting (“AGM”). If you wish to appoint a proxy, please read the notes overleaf and complete and return this Proxy Form in the enclosed pre-paid envelope to be received no later than 18:00 (Dutch time), 17:00 (UK time) on Friday May 19, 2017. If you appoint a proxy, you may still attend, speak and vote at the meeting.
I/We, the undersigned, hereby appoint the Chair of the AGM or the person named in the box below (see Notes 1 and 2 overleaf) as my/our proxy to attend, speak and vote on my/our behalf at the AGM of Royal Dutch Shell plc (the “Company”) to be held on Tuesday May 23, 2017, and at any adjournment of that meeting. I would like my proxy to vote on the resolutions according to the way I have completed this form.
☐ Please mark this box if this proxy appointment is one of multiple appointments being made (see Note 5 overleaf).
See Note 4 overleaf
Date
Signed
Please mark with an ☒ in the boxes below for each resolution. If you do not complete the boxes below or do not otherwise instruct your proxy, your proxy can decide whether, and how, to vote.
1 Receipt of Annual Report & Accounts ☐☐☐
2 Approval of Directors’ Remuneration Policy☐☐☐
3 Approval of Directors’ Remuneration Report☐☐☐
4 Appointment of Catherine Hughes as a Director of the Company☐☐☐
5 Appointment of Roberto Setubal as a Director of the Company☐☐☐
Reappointment of the following as a Director of the Company:
6 Ben van Beurden☐☐☐
7 Guy Elliott☐☐☐
8 Euleen Goh☐☐☐
9 Charles O. Holliday☐☐☐
For Against Withheld
10 Gerard Kleisterlee☐☐☐
11 Sir Nigel Sheinwald☐☐☐
12 Linda G. Stuntz☐☐☐
13 Jessica Uhl☐☐☐
14 Hans Wijers☐☐☐
15 Gerrit Zalm☐☐☐
16 Reappointment of Auditor☐☐☐
17 Remuneration of Auditor☐☐☐
18 Authority to allot shares☐☐☐
19 Disapplication of pre-emption rights☐☐☐
20 Authority to purchase own shares☐☐☐
Shareholder resolution
21 Shareholder resolution☐☐☐
For Against Withheld
0001-341-S
(See notes overleaf)
Annual General Meeting of ROYAL DUTCH SHELL PLC
Date: May 23, 2017
See Voting Instruction On Reverse Side.
Please make your marks like this: Use pen only
The Board of Directors recommend that you vote in FAVOR of Resolutions 1 to 20 and you vote AGAINST Resolution 21. For Against Withheld
1 Receipt of Annual Report & Accounts
2 Approval of Directors’ Remuneration Policy
3 Approval of Directors’ Remuneration Report
4 Appointment of Catherine Hughes as a Director of the Company
5 Appointment of Roberto Setubal as a Director of the Company Reappointment of the following as a Director of the Company:
6 Ben van Beurden
7 Guy Elliott
8 Euleen Goh
9 Charles O. Holliday
10 Gerard Kleisterlee
11 Sir Nigel Sheinwald
12 Linda G. Stuntz
13 Jessica Uhl
14 Hans Wijers
15 Gerrit Zalm
16 Reappointment of Auditor
17 Remuneration of Auditor
18 Authority to allot shares
19 Disapplication of pre-emption rights
20 Authority to purchase own shares
Shareholder resolution
21 Shareholder resolution at Please the Meeting mark this in box person if you in accordance wish to attend with and the vote instruction on the reverse side.
Authorized Signatures - This section must be completed for your instructions to be executed.
Please Sign Here Please Date Above Please Sign Here Please Date Above
Annual General Meeting of Royal Dutch Shell plc (A & B Shares) to be held on May 23, 2017 for Holders as of April 13, 2017
INTERNETTELEPHONE
Go To OR 1-866-307-0768 www.proxypush.com/rds Have Use any your touch Voting -tone Instruction telephone .Form ready.
View Cast your Meeting vote Documents online. .Follow the simple recorded instructions.
OR Mark, Detach sign your and Voting date Instruction your Voting Form Instruction . Form.
Return paid envelope your Voting provided Instruction . Form in the postage-
All votes must be received by 5:00 pm, Eastern Time May 15, 2017.
PROXY TABULATOR FOR ROYAL DUTCH SHELL PLC P.O. BOX 8016 CARY, NC 27512-9903
Please separate carefully at the perforation and return just this portion in the envelope provided.
EVENT #
CLIENT # Copyright © 2017 Mediant Communications Inc. All Rights Reserved
PLC
The Bank of New York Mellon, 101 Barclay Street, New York, NY 10286
The undersigned, a registered holder of American Depositary Shares (“ADSs”) representing ordinary shares of ROYAL DUTCH SHELL PLC on the books of the Depositary on the record date of April 13, 2017 hereby delivers this Voting Instruction Card to the Depositary and requests and authorizes the Depositary, its Custodian or its nominee to vote or execute a proxy to vote the underlying ordinary shares represented by such ADSs, on the resolutions at the Annual General Meeting of ROYAL DUTCH SHELL PLC to be held on May 23, 2017 including any adjournment thereof (the “Meeting”), in accordance with the instructions set forth herein.
In order to have the Depositary, its Custodian or its nominee vote the ordinary shares represented by such ADSs, this
Voting Instruction Card must be received by the Depositary prior to the close of business on May 15, 2017.
If you wish to attend and vote in person at the Meeting, please indicate so on the reverse side of this voting instruction card. This card must be received by the Depositary prior to the close of business on May 15, 2017.
These instructions, when properly signed, dated and timely returned to the Depositary, will be voted in the manner directed herein. If these instructions are properly signed and dated, but no direction is made, the underlying ordinary shares represented by such ADSs will not be voted at the Meeting. Neither the Depositary nor the custodian nor the nominee of either of them shall vote or attempt to exercise the right to vote that attaches to the shares other than in accordance with such written instructions.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Please sign this Voting Instruction Card exactly as your name appears on the face of this card and on the books of the Depositary. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.
(Continued and to be marked, dated and signed, on the other side)
TO THE REGISTERED HOLDERS OF AMERICAN DEPOSITARY SHARES (“ADSs”) REPRESENTING ORDINARY SHARES OF ROYAL DUTCH SHELL PLC
The Bank of New York Mellon (the “Depositary”) has received notice that the Annual General Meeting (the “Meeting”) of ROYAL DUTCH SHELL PLC will be held at the Circustheater, Circusstraat 4, 2586 CW The Hague, The Netherlands on May 23, 2017 at 10:00 a.m. (Dutch time).
This voting instruction card may be used by the registered holder of the ADSs in the name of the undersigned on the books of the Depositary as of the close of business on April 13, 2017, to either (i) request the Depositary, its Custodian or nominee (as appropriate) to appoint the registered holder as its proxy to attend the meeting and vote with respect to the number of Shares or other Deposited Securities represented by ADSs or (ii) instruct the person nominated by the Depositary, its Custodian or nominee as its proxy as to the exercise of the voting rights pertaining to that number of Shares or other Deposited Securities.
If you wish to attend and vote in person at the meeting the number of Deposited Securities represented by the ADSs, please mark the box on the reverse side of this voting instruction card, or if you wish you may instruct the person nominated by the Depositary, its Custodian or nominee as its proxy as to the exercise of the voting rights pertaining to that number of Shares or other Deposited Securities. The voting instruction card must be received by the Depositary prior to the close of business on May 15, 2017.
The Bank of New York Mellon, as Depositary
PROXY TABULATOR FOR ROYAL DUTCH SHELL PLC
P.O. Box 8016
CARY, NC 27512-9903
|
|
To: Holders of American Depositary Shares (“ADSs”) of Royal Dutch Shell plc
Dear ADS Holder:
The Annual General Meeting of Royal Dutch Shell plc (the ‘Company’) will be held at the Circustheater, Circusstraat 4, 2586 CW The Hague, The Netherlands at 10:00 (Dutch time) on Tuesday May 23, 2017.
The following shareholder documents are now available on the Company’s website to view or download:
Annual Report and Form 20-F for the year ended December 31, 2016
www.shell.com/annualreport
Notice of the 2017 Annual General Meeting
www.shell.com/agm
If you do not have access to the internet and would like to obtain a hard copy of the Annual Report and Form 20-F for the year ended December 31, 2016 (the “Annual Report”) or the Notice of the 2017 Annual General Meeting, please call 1-800-555-2470 if calling from the USA (toll free), or if calling from outside the USA please call 1-267-468-0786. You may order the Annual Report online at www.shell.com/annualreport, or write to:
Proxy Services Corporation
2180 5th Avenue, Suite 4
Ronkonkoma, NY 11779
The Bank of New York Mellon as Depositary
April 20, 2017
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Royal Dutch Shell plc
(Registrant)
| By: | M Edwards | |
| Name: M Edwards | ||
| Title: Deputy Company Secretary | ||
Date: April 21, 2017