e6vk
Table of Contents

 
 
FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For April 2009
Commission File Number: 1-32575
Royal Dutch Shell plc
(Exact name of registrant as specified in its charter)
England and Wales
(Jurisdiction of incorporation or organization)
30, Carel van Bylandtlaan, 2596 HR The Hague
The Netherlands
Tel No: (011 31 70) 377 9111

(Address of principal executive officers)
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 þ Form 40-F o
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): o
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): o
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o               No þ
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-                    
 
 


TABLE OF CONTENTS

SIGNATURES
Exhibit 99.1
Exhibit 99.2
Exhibit 99.3
Exhibit 99.4
Exhibit 99.5
Exhibit 99.6


Table of Contents

Royal Dutch Shell plc
This Report on Form 6-K contains the Notice of Annual General Meeting of Shareholders of Royal Dutch Shell plc (the “Registrant”) and the associated proxy card. The Annual General Meeting has been convened for May 19, 2009.
The Registrant is filing the following exhibits on this Report on Form 6-K, which are hereby incorporated by reference:
     
Exhibit    
No.   Description
 
99.1
  Notice of Annual General Meeting of Shareholders of Royal Dutch Shell plc.
99.2
  Notice of Availability of Shareholder documents.
99.3
  Proxy Form
99.4
  Voting Instruction Form
99.5
  Royal Dutch Shell A Voting Instruction Card (ADS)
99.6
  Royal Dutch Shell B Voting Instruction Card (ADS)
 
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 authorised.
     
ROYAL DUTCH SHELL PLC
   
 
   
(Registrant)
   
 
   
By: /s/ Mark Edwards
   
 
Name: Mark Edwards
   
Title: Assistant Company Secretary
   
 
   
Date: April 17, 2009
   

exv99w1
Exhibit 99.1
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ANNUAL GENERAL MEETING NOTICE OF MEETING THE HAGUE AND LONDON, TUESDAY MAY 19, 2009 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 advisor 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 advisor. If you have sold or transferred all your ordinary shares in Royal Dutch Shell plc (the “Company”), please give this letter and the accompanying documents to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser.

 


 

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3e Company’s Annual Report and Form 20-F for the year ended December 31, 2008, the Annual Review and Summary Financial Statements 2008 are available on www.shell.com/annualreport and the 2009 Notice of Meeting is available on www.shell.com/agm. If you would like, free of charge, a paper copy of any of these documents [A], please contact one of the following: 3e Netherlands Royal Dutch Shell plc c/o Euro Mail B.V. Tel +31 (0)182 645669 United Kingdom Royal Dutch Shell plc c/o Bankside Tel +44 (0)1635 232700 United States Tel 888 400 7789 [A] 3e Annual Review and Summary Financial Statements 2008 and the 2009 Notice of Meeting are also available in Dutch. E-COMMUNICATION If you are a registered shareholder and hold your shares in your own name, or you hold your shares in the Royal Dutch Shell Corporate Nominee, you can choose to view shareholder communications (for example, the Company’s Annual Report and Annual Review and Summary Financial Statements) by means of our website instead of receiving paper communications. If you opt for website communications and provide us with your email address by registering online at www.shareview.co.uk/clients/shell, you will be sent a notification by email whenever such shareholder communications are added to our website, or in the absence of an email address you will be sent a notification by post. If you choose to view shareholder communications by means of our website, you can still ask for a paper copy at any time. In October 2007 we sent a letter to registered shareholders who held shares in their own name, and those who held their shares in the Royal Dutch Shell Corporate Nominee, asking whether in the future they wished to receive shareholder communications in electronic form or paper form. If at that time you elected to receive communications in paper form and now wish to change your mind and receive communications in electronic form, or you did not respond to the letter but wish in future to receive communications in paper form, please contact our Registrar at the address below.

 


 

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CONTENTS CHAIRMAN’S LETTER 4 NOTICE OF MEETING 6 EXPLANATORY NOTES ON RESOLUTIONS 8 SHAREHOLDER NOTES 11 ATTENDANCE ARRANGEMENTS THE HAGUE, THE NETHERLANDS 14 LONDON, UNITED KINGDOM 15

 


 

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CHAIRMAN’S LETTER Dear Shareholder, I am pleased to invite you to the Company’s Annual General Meeting, which will be held on Tuesday May 19, 2009. The principal meeting place for the AGM will be in The Hague, with an audio-visual link to a satellite meeting place in London. As last year, while the Directors will be located in The Hague, shareholders located in London will be able to participate fully in the meeting via an audio-visual link. Shareholders in each location will be able to see and hear the other location by way of large screens located on stage, and ask questions at designated question points. Shareholders in both The Hague and London will also be able to vote simultaneously on each of the resolutions, and on any other matter which may properly come before the meeting, using electronic handsets. Details of the arrangements for the meeting locations in The Hague and London are given on pages 14 and 15. BUSINESS OF THE MEETING The business to be conducted at the meeting is set out in this Notice with explanatory notes concerning each of the resolutions. The business is of a routine nature for a listed company and your Board recommends that you vote in favour of each of the resolutions. DIRECTORS I would like in particular to bring to your attention Resolutions 3 to 9, which relate to the appointment and re-appointment of Directors.

 


 

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We were also pleased to announce in December of last year the appointment of Hans Wijers as a Non-executive Director with effect from January 1, 2009 and Resolution 9 deals with his re-appointment by shareholders in accordance with the Company’s Articles of Association. I believe that each of the appointments and re-appointments proposed in Resolutions 3 to 9 is in the best interests of the Company. The biographical details of each Director are given on pages 8 and 9 and I hope you will vote in support of these resolutions. Finally, I would like to take this opportunity to thank Nina Henderson and Rob Routs, both of whom stood down as Directors with effect from December 31, 2008, and Maarten van den Bergh who will stand down at the close of business of the AGM, for their long and distinguished service to the Company. QUESTION AND ANSWER SESSION The Annual General Meeting provides an opportunity for you to ask questions about the business set out in this Notice and to raise other matters about the business of the Company. As Chairman of the Meeting, I will endeavour to ensure that discussions are kept relevant and that as many shareholders as possible have the opportunity to speak. VOTING All resolutions for consideration at the meeting will be decided on a poll rather than a show of hands. This means that a shareholder has one vote for every share held. Even if you are not able to come to the meeting, I would urge you to vote by following the guidance notes on pages 11 to 13. Yours faithfully, Jorma Ollila 33333333

 


 

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NOTICE OF MEETING Notice is hereby given that the Annual General Meeting of Royal Dutch Shell plc (the “Company”) will be held at Circustheater, Circusstraat 4, 3e Hague, the Netherlands at 11.00 am (Dutch time) on Tuesday May 19, 2009, with an audio-visual link to a satellite meeting place at 3e Barbican Centre, Silk Street, London, EC2Y 8DS, United Kingdom at 10.00 am (UK time), for the purposes of considering the following business: To consider and, if thought fit, to pass the following resolutions, with those numbered 1 to 12 and 15 being proposed as ordinary resolutions and those numbered 13 and 14 being proposed as special resolutions. For ordinary resolutions to be passed, more than half of the votes cast must be in favour of the resolution, whilst in the case of special resolutions at least three quarters of the votes cast must be in favour. RESOLUTION 1 That the Company’s annual accounts for the financial year ended December 31, 2008, together with the Directors’ report and the Auditors’ report on those accounts, be received. RESOLUTION 2 That the Remuneration Report for the year ended December 31, 2008, set out in the Annual Report and Accounts 2008 and summarised in the Annual Review and Summary Financial Statements 2008, be approved. RESOLUTION 3 That Simon Henry be appointed as a Director of the Company with effect from May 20, 2009. RESOLUTION 4 That Lord Kerr of Kinlochard be re-appointed as a Director of the Company. RESOLUTION 5 That Wim Kok be re-appointed as a Director of the Company.

 


 

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RESOLUTION 13 3at subject to the previous resolution being passed the Board be and hereby is empowered, pursuant to Section 95 of the Companies Act 1985, to allot equity securities (within the meaning of Section 94 of the said Act) for cash pursuant to the authority conferred by the previous resolution and/or where such allotment is treated as an a llotment of equity securities under Section 94(3A) of the said Act as if sub-section (1) of Section 89 of the said Act did not apply to any such allotment, provided that this power shall be limited: (A) to the allotment of equity securities in connection with a rights issue, open offer or any other pre-emptive offer in favour of holders of ordinary shares (excluding treasury shares) where the equity securities respectively attributable to the interests of such ordinary shareholders on a fixed record date are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them (as the case may be) (subject to such exclusions or other arrangements as the Board may deem necessary or expedient to deal with fractional entitlements or legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever); and (B) in the case of the authority granted under Resolution 12 and/or in the case of any transfer of treasury shares which is treated as an allotment of equity securities under Section 94 (3A) of the Companies Act 1985, to the allotment (otherwise than pursuant to sub-paragraph (A) above) of equity securities up to an aggregate nominal value of †21 million, and shall expire on June 30, 2010 or, if earlier, at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired. such authority to expire on June 30, 2010 or, if earlier, at the conclusion of the next Annual General Meeting of the Company, but so that the Company may before such expiry, pursuant to the authority granted by this resolution, enter into a contract to purchase such shares which would or might be executed wholly or partly after such expiry. In execut ing this authority, the Company may purchase shares using any currency, including pounds sterling, US dollars and euros. RESOLUTION 15 That, in accordance with Section 366 of the Companies Act 2006 and in substitution for any previous authorities given to the Company (and its subsidiaries), the Company (and all companies that are subsidiaries of the Company at any time during the period for which this resolution has effect) be authorised to:

 


 

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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, 2008 together with the Directors’ report and the Auditors’ report on those accounts. NOTE TO RESOLUTION 2 Consideration and approval of the Remuneration Report Resolution 2 is a resolution seeking approval of the Directors’ Remuneration Report for the year ended December 31, 2008. The Report has been prepared and is laid before the meeting in accordance with the Companies Act 1985. The Board considers that the policy and practice outlined in the Report are appropriate to the Company’s circumstances and that the Report should receive shareholder support.

 


 

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Lord Kerr of Kinlochard GCMG Deputy Chairman and Senior Independent Non-executive Director Born February 22, 1942. A British national, appointed a Non-executive Director of Royal Dutch Shell in October 2004. He was a Non-executive Director of Shell Transport from 2002 to 2005. A member of the UK Diplomatic Service from 1966 to 2002, he was UK Permanent Representative to the EU, British Ambassador to the USA and Foreign O3ce Permanent Under Secretary of State. He was Secretary-General of the European Convention (2002-2003), and in 2004 became an independent member of the House of Lords and sits on the EU Select Committee. He is a Non-executive Director of Rio Tinto plc and the Scottish American Investment Company plc, a Scottish Power Advisory Board member, Chairman of Imperial College, and a Trustee of the National Gallery and of the Rhodes, Fulbright, and Carnegie Trusts. Member of the Nomination and Succession Committee and the Remuneration Committee Wim Kok Non-executive Director Born September 29, 1938. A Dutch national, appointed a Non-executive Director of Royal Dutch Shell in October 2004. He was a member of the Royal Dutch Supervisory Board from 2003 to July 4, 2005. He chaired the Confederation of Dutch trade unions (FNV) before becoming a member of the Lower House of Parliament and parliamentary leader of the Partij van de Arbeid (Labour Party). Appointed Minister of Finance in 1989 and Prime Minister in 1994, serving for two periods of government up to July 2002. Member of the Supervisory Boards of ING Groep N.V., KLM N.V. and TNT N.V. Chairman of the Corporate and Social Responsibility Committee and Member of the Nomination and Succession Committee

 


 

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EXPLANATORY NOTES ON RESOLUTIONS NOTE TO RESOLUTION 13 Disapplication of pre-emption rights Under Section 89 of the Companies Act 1985, when new shares are allotted or treasury shares are sold for cash, they must first be offered to existing shareholders pro rata to their holdings. This special resolution renews, for the period ending on June 30, 2010, or, if earlier, the date of the next Annual General Meeting, the authorities of the Directors to (a) allot shares of the Company in connection with a rights issue or other pre-emptive offer; and (b) otherwise allot shares of the Company, or sell treasury shares for cash, up to an aggregate nominal value of †21 million (representing, in accordance with institutional investor guidelines, approximately 5% of the share capital in issue as at March 11, 2009) as if the pre-emption rights of Section 89 did not apply. In respect of this aggregate nominal amount, the Directors also confirm their intention to follow the provisions of the Pre-Emption Group’s at a price higher than 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. 3e current authority will expire at the conclusion of this AGM and the Directors are seeking renewal until June 30, 2010 or the date of the next Annual General Meeting, if earlier. 3e maximum number of shares covered by the new authority is 624 million ordinary shares — being approximately 10% of the issued ordinary share capital as at March 11, 2009 — and the price limits will be as described above for the current authority. Any shares purchased under the renewed authority will either be cancelled or held in treasury. Treasury shares are shares in the Company which are owned by the Company itself. It is the intention of the Company to hold some or all of the shares which are repurchased under this authority as treasury shares within the limits allowed

 


 

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SHAREHOLDER NOTES ATTENDANCE AND APPOINTMENT OF A PROXY If you wish to attend the Annual General Meeting 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 ordinary shares or an interest in those shares can be held. These include: form in a shareholder’s own name; brokers); or Depositary Receipts (ADRs) 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/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/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

 


 

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SHAREHOLDER NOTES 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 meeting, 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. In all cases the validity of the instruction will be conditional upon ownership of the shares no later than 6.00 pm (Dutch time), 5.00 pm (UK time) on Friday May 15, 2009. 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. Holders of American Depositary Receipts (ADRs) Registered ADR holders who wish to attend the AGM or wish to have their votes cast on their behalf should indicate accordingly on the Voting Instruction Form and return it to the Depositary, The Bank of New York Mellon. Those who hold their ADRs beneficially through a bank or broker CORPORATE REPRESENTATIVES In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that (i) if a corporate shareholder has appointed the Chairman of the Meeting as its corporate representative with instructions to vote on a poll in accordance with the directions of all the other corporate representatives for that shareholder at the meeting, then on a poll those corporate representatives will give voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and (ii) if more than one corporate representative for the same corporate shareholder attends the meeting but the corporate shareholder has not appointed the Chairman of the Meeting as its corporate representative a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote

 


 

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t proxy and not direct electronic voting. Accordingly, the person appointed as proxy will have to attend the meeting in person and vote on behalf of the shareholder. t access. t necessary to quote the reference numbers which are set out directly below the shareholder’s name on the Proxy Form or Voting Instruction Form. These numbers are unique to the particular holding and the 2009 AGM and contain special security aspects to prevent fraudulent replication. t be re-issued, 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. t voting instructions will not be valid if sent to any address other than www.sharevote.co.uk and will not be accepted if found to contain a virus. t time), 5.00 pm (UK time) on Friday May 15, 2009. 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 for receipt of proxy appointments specified in this Notice of Meeting. 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. CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Euroclear 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

 


 

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ATTENDANCE — THE HAGUE, THE NETHERLANDS VENUE Circustheater, Circusstraat 4, 2586 CW 3e Hague, the Netherlands. TIME Meeting starts at 11.00 am (Dutch time). Registration is open from 9.30 am (Dutch time). HOW TO ASK A QUESTION 3ere 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 Shareholders in both 3e Hague and London will be able to vote simultaneously, using the electronic handsets provided, on each of the resolutions and any other matter which may properly come before the meeting. REFRESHMENTS Tea and co3ee will be served before the AGM and a light lunch will be served after the AGM.

 


 

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ATTENDANCE — LONDON, UNITED KINGDOM VENUE 3e Barbican Centre, Silk Street, London, EC2Y 8DS, United Kingdom. TIME Meeting starts at 10.00 am (UK time). Registration is open from 8.30 am (UK time). HOW TO ASK A QUESTION 3ere 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 Shareholders in both 3e Hague and London will be able to vote simultaneously, using the electronic handsets provided, on each of the resolutions and any other matter which may properly come before the meeting. REFRESHMENTS Tea and co3ee will be served before the AGM and a light lunch will be served after the AGM.

 


 

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SHELL ANNUAL REPORTS Annual Report and Form 20-F for the year ended December 31, 2008 A comprehensive operational and financial overview of Shell. Annual Review and Summary Financial Statements 2008 A summarised operational and financial overview of Shell. Jaaroverzicht en verkorte jaarrekening 2008 Dutch language version. OTHER PUBLICATIONS Shell Technology Report An overview of 27 advanced technologies. www.shell.com/technology Shell General Business Principles Fundamental principles that govern how each Shell company conducts its affairs. www.shell.com/sgbp

 

exv99w2
Exhibit 99.2
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NOTICE OF AVAILABILITY OF SHAREHOLDER DOCUMENTS 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 advisor 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 ordinary shares in Royal Dutch Shell plc, please give this letter and the accompanying documents to the stockbroker or other agent through whom the sale or transfer was effected. 3is Notice of Availability is given by Royal Dutch Shell plc (the “Company”) in relation to the 2009 Annual General Meeting. 3e 2009 Annual General Meeting of the Company will be held at Circustheater, Circusstraat 4, 3e Hague, the Netherlands at 11.00 am (Dutch time) on Tuesday May 19, 2009, with an audio-visual link to a satellite meeting place at 3e Barbican Centre, Silk Street, London, EC2Y 8DS, United Kingdom at 10.00 am (UK time). 3e following shareholder documents are now available on the Company’s website to view or download: “OOVBM 3FQPSU BOE ’PSN ’ GPS UIF ZFBS FOEFE %FDFNCFS www.shell.com/annualreport www.shell.com/annualreport /PUJDF PG UIF

 


 

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NOTICE OF AVAILABILITY OF SHAREHOLDER DOCUMENTS QUESTIONS AND ANSWERS Why haven’t I received a paper copy of the Annual Report or Annual Review? We wrote to shareholders in October 2007 to ask whether they wished in future to receive shareholder communications, such as the Annual Report or Annual Review, in electronic or paper form. We have therefore only sent paper copies to shareholders who responded to our letter and specifically requested to receive paper copies of shareholder communications. Can I still receive a paper copy of the Annual Report or Annual Review? Yes. If you would like to receive free of charge a paper copy of the shareholder documents referred to overleaf for this year and/or future years, please contact our Registrar at the address or on the telephone numbers below: Equiniti Aspect House Spencer Road Lancing West Sussex BN99 6BA United Kingdom In future can I be advised of the availability of shareholder documentation by e-mail? Yes. Please visit www.shareview.co.uk/clients/shell and register your details online. If you require further information, please contact our Registrar at the address or on the telephone numbers given opposite. Are there any advantages of being advised of the availability of shareholder documentation by e-mail rather than by post?

 

exv99w3
     
Exhibit 99.3
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Annual General Meeting Admittance Card The Annual General Meeting of Royal Dutch Shell plc will be held at Circustheater, Circusstraat 4, The Hague, The Netherlands at 11.00 am (Dutch time) on Tuesday May 19, 2009, with an audiovisual link to a satellite meeting place at The Barbican Centre, Silk Street, London, EC2Y 8DS, United Kingdom at 10.00 am (UK time). Attendance at the meeting If you wish to attend the Annual General Meeting in either 3eHagueorLondon,pleasebringthisAdmittanceCardwith you and keep it with you throughout the meeting. More information about attendance at the meeting is given on pages 14 and 15 of the Notice of Meeting. 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. 3e voting procedure will be explained at the meeting. Appointment of a proxy You can appoint someone (called a proxy) to attend, speak and vote on your behalf. 3e proxy need not be a shareholder of the Company and if you make such an appointment you may still attend, speak and vote at the meeting. If you wish to appoint a proxy, please complete the attached Proxy Form and send it to our Registrar, Equiniti, to be received no later than 6.00 pm (Dutch time), 5.00 pm (UK time) on Friday May 15, 2009. Return of Proxy Form — Non-UK Residents Please return the Proxy Form in the enclosed pre-addressed international envelope (the pre-addressed Proxy Form cannot be returned from outside the UK). No stamp is necessary on the pre-addressed envelope. 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 6.00 pm (Dutch time), 5.00 pm (UK time) on Friday May 15, 2009. More information is given on page 12 of the Notice of Meeting. 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. More information is given on page 13 of the Notice of Meeting. Enquiries

 


 

     
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Adoption of Annual Report & Accounts 2Approval of Remuneration Report 3 Appointment of Simon Henry as a Director 4 Re-appointment of Lord Kerr of Kinlochard as a Director 5Re-appointment of Wim Kok as a Director 6Re-appointment of Nick Land as a Director 7 Re-appointment of Jorma Ollila as a Director 8 Re-appointment of Jeroen van der Veer as a Director 9Re-appointment of Hans Wijers as a Director 10Re-appointment of Auditors 11Remuneration of Auditors 12Authority to allot shares 13Disapplication of pre-emption rights 14Authority to purchase own shares 15 Authority for certain donations and expenditure Corporate Representatives By submitting this poll card, a corporate representative who is the Designated Corporate Representative (''DCR’’) for a shareholder casts (or withholds) the total number of votes he or she is directed to cast (or withhold) by any other corporate representatives for that shareholder as shown in, and in accordance with, the directions cards submitted (or via the electronic handsets used) by them before the close of the poll, in addition to casting (or withholding) any votes specified in this poll card. If you are not the DCR you are hereby giving directions to cast (or withhold) votes on a poll as specified in this poll card to the person who is the DCR of the shareholder who has also appointed you as corporate representative.

 

exv99w4
     
Exhibit 99.4
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Annual General Meeting Admittance Card — Royal Dutch Shell Corporate Nominee The Annual General Meeting of Royal Dutch Shell plc will be held at Circustheater, Circusstraat 4, The Hague, The Netherlands at 11.00 am (Dutch time) on Tuesday May 19, 2009, with an audiovisual link to a satellite meeting place at The Barbican Centre, Silk Street, London, EC2Y 8DS, United Kingdom at 10.00 am (UK time). Attendance at the meeting If you wish to attend the Annual General Meeting in either 3e Hague or London, please bring this Admittance Card with you and keep it with you throughout the meeting. More information about attendance at the meeting is given on pages 14 and 15 of the Notice of Meeting. 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. 3e voting procedure will be explained at the meeting. Appointment of a proxy You can choose to instruct Equiniti Corporate Nominees Limited to vote in the way you specify or instruct them to appoint someone (called a proxy) to attend, speak and vote on your behalf. 3e proxy need not be a shareholder of the Company. If you instruct Equiniti Corporate Nominees Limited in either way you may still attend, speak and vote at the meeting. If you wish to instruct Equiniti Corporate Nominees Limited to vote in the way you specify or instruct them to appoint a proxy, please complete the attached Voting Instruction Form and send it to our Registrar, Equiniti, to be received no later than 6.00 pm (Dutch time), 5.00 pm (UK time) on Friday May 15, 2009.

 


 

     
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Poll Card (Instructions on voting will be given at the meeting) 1Adoption of Annual Report & Accounts 2Approval of Remuneration Report 3 Appointment of Simon Henry as a Director 4 Re-appointment of Lord Kerr of Kinlochard as a Director 5Re-appointment of Wim Kok as a Director 6Re-appointment of Nick Land as a Director 7 Re-appointment of Jorma Ollila as a Director 8 Re-appointment of Jeroen van der Veer as a Director 9Re-appointment of Hans Wijers as a Director 10Re-appointment of Auditors 11Remuneration of Auditors 12Authority to allot shares 13Disapplication of pre-emption rights 14Authority to purchase own shares 15 Authority for certain donations and expenditure

 

exv99w5
Exhibit 99.5
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RESTRICTED SCAN LINE AREA 1. Adoption of Annual Report & Accounts 2. Approval of Remuneration Report 3. Appointment of Simon Henry as a Director 4. Re-appointment of Lord Kerr of Kinlochard as a Director 5. Re-appointment of Wim Kok as a Director 6. Re-appointment of Nick Land as a Director 7. Re-appointment of Jorma Ollila as a Director 8. Re-appointment of Jeroen van der Veer as a Director 9. Re-appointment of Hans Wijers as a Director 10. Re-appointment of Auditors

 


 

(LOGO)
ROYAL DUTCH SHELL 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 9, 2009 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 19, 2009 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 11, 2009. 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 11, 2009. 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 ADS Shares 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)

 

exv99w6
Exhibit 99.6
(PROXY CARD)
Plea se mark your vo t e s as RESTRICTED SCAN LINE AREA indic ate d in X t h s i exam ple The Board Recommendation is n i favor of all resolutions VOTE VOT E VOTE FOR AGAINST WITH HELD FOR AGAIN ST WI TH HELD FOR AGAINST WITH HELD 1. Adoption of Annual Report & 6. Re-appointment of Nick Land as a 11. Remunera tion of Auditors Accounts Director 2. Approval of Remuneration Report 7. Re-appointment of Jorma Ollila as 12. Aut hority to al ot shares a Dir ecto r 3. Appointment of Simon Henry as a 8. Re-appointment of Jeroen van de r 13. Disapplicati on of pr e-emption rig hts Direct or Veer as a Director 4. Re- appoint ment of Lord Kerr of 9. Re-appointment of Hans Wijers as 14. Aut hority to purchase own shares Kinlochard as a Dire ctor a Dir ecto r 5. Re- appoint ment of Wim Kok as a 10. Re-appointment of Audito rs 15. Aut hority for certain dona tions and Direct or expenditure Please at t h e Meeting mark h t isin box person if youn iwish accor o t da attend nce and withvote h t e n i struction on h t e reverse side. Mark Here f o r Address Change or Comments SEE REVE RSE Signature NOTE: Please sign as name appears hereon. Joint owners should each sign. When Signature signing as attorney, executor, administrator, r t ustee or guardian, please give u f ll title Date as such. FOLD AND DETACH HERE WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING. BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK. Internet and telephone votin g are available until 11:59 PM Eastern Tim e on May 8, 2009. IN TERNET http://w ww.eproxy.com/rds Use h t e Internet t o vote your proxy. Have your proxy card in hand when you access t h e websit e. Royal Dutch Shell plc OR TELEPHONE 1-866-580-9477 Use any t o uch-tone telephone to vote your proxy. Have your proxy card n i hand when you call. I f you vote your proxy by I n ternet or by telephone, you do NOT need to mail back your proxy card. To vote by mail, mark, sign and date your proxy card and return t i n i the enclosed postage-paid envelope. Your Internet or telephone vote auth orizes the named The Royal Dutch Shell plc 2009 Notice of Meeting and 2008 Annual Report and Form proxie s to vote your shares in h t e same manner as f i you 20-F are available on t h e Royal Dutch Shell plc website at: http://www.shell.com marked, sig ned and retu rned your proxy card. WO 47172

 


 

(PROXY CARD)
ROYAL DUTCH SHELL PLC The Bank of New York Mellon, 101 Barclay Street, New York, NY 10286 The undersigned, a r e gistered holder of American Depositary Shares ( “ ADSs”) r e presenting ordinary shares of ROYAL DUTCH SHELL PLC on t h e books of h t e Depositary on t h e r e cord date of April 9, 2009 hereby delivers this Voting Instruction Card t o t h e Depositary and r e quests and authorizes t h e Depositary, t i s Custodian or t i s nominee o t vote or execute a proxy o t vote h t e underlying ordinary shares represented by such ADSs, on t h e resolutions at the Annual General Meeting of ROYAL DUTCH SHELL PLC o t be held on May 19, 2009 including any adjournment t h ereof (the “ M eeting”), in accordance with h t e in structions set f orth herein. n I order o t have t h e Depositary, its Custodian or t i s nominee vote t h e ordinary shares e r presented by such ADSs, t h is Voting n I -struction Card must be received by h t e Depositary prior o t h t e close of business on May 11, 2009. f I you wish o t attend and vote in person at h t e Meeting, please in dicate so on the reverse side of t h is voting n i struction card. This card must be received by t h e Depositary prior o t h t e close of business on May 11, 2009. These nstructions, i when properly signed, dated and timely returned o t h t e Depositary, will be voted in t h e manner directed herein. I f these nstructions i are properly signed and dated, but no direction is made, t h e underlying ordinary shares r e presented by such ADS Shares will not be voted at h t e Meeting. Neither t h e Depositary nor the custodian nor h t e nominee of either of t h em shall vote or at-t e mpt to exercise h t e ir ght to vote h t at attaches t o h t e shares other h t an n i accordance with such written in structions. PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. Ple ase sign t h s i Voting I n str ucti on Card exactly as your name appears on the f a ce of this card and on the books of the Depositary. Joint owners should each sign personally. Trustees and other fiduciarie s should ndicate i h t e capacity in which h t ey sign, and whe re more than one name appears, a ma -jori y t must sign. f I a corpo ratio n, this sig nature 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) Address Change/Comments BNYM SHAREHOLDER SERVICES PO BOX 3549 (Mark t h e corresponding box on the reverse side) S HACKENSACK NJ 07606-9249 FOLD AND DETACH HERE TO THE REGISTERED HOLDERS OF AMERICAN DEPOSITARY SHARES (“ADSs”) REPRESENTIN G ORDINARY SHARES OF ROYAL DUTCH SHELL PLC The Bank of New York Mellon (the “Depositary”) has received notice that h t e Annual General Meeting (the “Meeti ng”) of ROYAL DUTCH SHELL PLC will be held at Circusth eater, Circusstraat 4, The Hague, The Netherla nds on May 19, 2009 at 11:00 a.m. (Dutch tim e), wit h an audio-visual li nk to a satelli t e meeti ng place at The Barbican Centr e, Silk Street, London EC2Y 8DS, Unit ed Kingdom at 10:00 a.m. (UK t i me) for h t e purposes set forth in the Noti ce of Annual General Meeting. This voting n i structio n card may be used by the regis tered holder of h t e ADSs in t h e name of the undersigned on the books of h t e Depositary as of the close of business on April 9, 2009, o t eith er (i) request the Depositary, t i s Custodia n or nominee (as appropriate) to appoint the regis tered holder as t i s proxy o t attend h t e meeting and vote wit h respect to the number of Shares or other Deposite d Secu-rit ies represented by ADSs or (ii) instruct the person nominated by the Depositary, its Custodian or nominee as t i s proxy as o t the exercis e of the voting rights pertaining to h t at number of Shares or other Deposited Securit ie s. f I you wish o t attend and vote in person at the meeting t h e number of Deposited Securities repre sented by t h e ADSs ple ase mark the box on the reverse side of this votin g n i stru ctio n card, or if you wish you may in struct the person nominated by h t e Depositary, t i s Custodia n or nominee as t i s proxy as to t h e exercis e of the votin g rig hts pertaining to that number of Shares or other Deposited Securities. The vot-in g n i struction card must be receiv ed by t h e Deposit ary prior t o the clo se of business on May 11, 2009. The Bank of New York Mellon, as Deposita ry WO 47172(