Filed by Royal Dutch Shell plc
This communication is filed pursuant to Rule 425 under The Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14d-2 of the Securities Exchange Act of 1934, as amended.
Subject Company: Royal Dutch Petroleum Company
Commission File Number: 001-03788
Date: October 28, 2004
THE FOLLOWING IS AN ARTICLE POSTED ON WWW.SHELL.COM ON OCTOBER 28, 2004.
Royal Dutch / Shell Proposes One Company, One Board and One Chief Executive
28 October 2004
On 28 October 2004 the Group announced a proposal for a new structure unifying Royal Dutch Petroleum and Shell Transport and Trading under a single company, Royal Dutch Shell plc, with one Board of Directors. The Board of Royal Dutch Shell plc will comprise 5 executive Directors and 10 non-executive Directors, including a non-executive Chairman.
With immediate effect, Jeroen van der Veer will become the first Chief Executive of the Group. Reporting to Jereon as Executive Directors will be Malcolm Brinded, Executive Director of Exploration and Production; Rob Routs; Executive Director of Oil Products and Chemicals; Linda Cook, Executive Director of Gas and Power; and Peter Voser, Chief Financial Officer.
Subject to some conditions, the transaction is expected to be completed following in May 2005.
Jeroen van der Veer, the newly appointed Chief Executive of the Group told analysts and the media I firmly believe that the simplified governance structure, increased accountability, and improved financial and strategic flexibility that these changes bring about, will lead to a stronger company better able to serve our customers and support our partners worldwide.
This document contains forward-looking statements that are subject to risk factors associated with the oil, gas, power, chemicals and renewables business as well as risks related to the proposed Transaction. It is believed that the expectations reflected in these statements are reasonable, but may be affected by a variety of variables which could cause actual results or trends to differ materially, including, but not limited to: the failure of the conditions to the proposed Transaction being satisfied (including the failure of RD and ST&T shareholders to approve the proposed Transaction); the costs related to the proposed Transaction; the failure of the proposed Transaction to achieve the expected benefits; changes in dividend policy; the development of the trading market in Royal Dutch Shell shares; the accounting implications of the proposed Transaction; tax treatment of dividends paid to shareholders and other factors affecting the Groups businesses generally, including, but not limited to, price fluctuations, actual demand, currency fluctuations, drilling and production results, reserve estimates, loss of market, industry competition, environmental risks, physical risks, the risk of doing business in developing countries, legislative, fiscal and regulatory developments including potential litigation and regulatory effects arising from recategorisation of reserves, economic and financial market conditions in various countries and regions, political risks, project delay or advancement, approvals and cost estimates.
Please refer to the Annual Report on Form 20-F for the year ended December 31, 2003 (as amended) for a description of certain important factors, risks and uncertainties that may affect the Groups businesses. None of Royal Dutch Shell, RD and ST&T undertake any obligation to publicly update or revise any of these forward-looking statements, whether to reflect new information, future events or otherwise.
This document does not constitute an offer to purchase nor the solicitation of an offer to sell any securities of ST&T or RD. The ST&T shareholders are urged to read the scheme document and listing particulars and the RD shareholders are urged to read the offer document and the prospectus when they become available because they will contain important information that shareholders should consider before making any decision regarding the Transaction. The scheme document, the offer document and the listing particulars/prospectus will be available in due course.
The proposed Transaction will be implemented through, among other things, an exchange offer made by Royal Dutch Shell to all ordinary shareholders of RD. You are urged to carefully review: (i) the RD offer document and the prospectus which will be filed with the Dutch Authority for the Financial Markets and Euronext Amsterdam by Royal Dutch Shell; (ii) the registration statement on Form F-4 (including the prospectus) and other documents relating to the exchange offer that will be filed with, or furnished to, the U.S. Securities and Exchange Commission (the SEC) by Royal Dutch Shell; and (iii) the related solicitation/recommendation statement on Schedule 14D-9 that will be filed with the SEC by RD regarding the offer, because each of these documents will contain important information relating to the exchange offer. You may obtain a free copy of (i) these documents after they are made public in The Netherlands or filed with the SEC and (ii) other documents made public in The Netherlands or filed with, or furnished to, the SEC by Royal Dutch Shell, RD and ST&T at the SECs website at www.sec.gov. These documents may also be obtained free of charge by contacting Investor Relations, Shell International B.V., FSK Division, PO Box 162, 2501 AN The Hague, The Netherlands or the Company Secretary, The Shell Transport and Trading Company, Shell Centre, London SE1 7NA, United Kingdom.
The documentation referred to above is expected to be made public in March 2005.