Royal Dutch Shell plc Notice Of Agm
April 16 2020 - 2:00AM
UK Regulatory
TIDMRDSA TIDMRDSB
London, April 16, 2020
ROYAL DUTCH SHELL PLC
NOTICE OF 2020 ANNUAL GENERAL MEETING
-- Attendance in person at the Annual General Meeting ("AGM") not allowed
-- London Shareholder Presentation cancelled
-- Shareholders who want their votes to count must vote in advance of the
AGM
-- Measures taken, in line with government restrictions, to protect those
that may have tried to attend the AGM and/or the London Shareholder
Presentation, our employees, AGM staff and the public
Today, Royal Dutch Shell plc ("Shell") posted notice of its AGM (the
"Notice"), which can be viewed and downloaded from www.shell.com/agm.
The Notice states that the AGM is scheduled to be held at Shell
headquarters, at Carel van Bylandtlaan 16, 2596 HR, The Hague, The
Netherlands at 10:00 (Dutch time) on Tuesday May 19, 2020.
Please note that the Notice emphasises that we are closely monitoring
the impact of the COVID-19 virus and how this may affect the AGM
arrangements.
Unfortunately, since the printing of the Notice, COVID-19 public
transmission concerns have only intensified making it more imperative to
take all steps we deem necessary to protect the health and safety of our
shareholders, employees and AGM staff as well as the public.
Additionally, the UK Government has since banned public gatherings of
more than two people, and the Dutch Government has severely restricted
business-related public gatherings. Taking all of this into account,
Shell now confirms that the format of the meeting proposed in the Notice
has since needed to be updated.
ATTING THE MEETING IN PERSON NO LONGER ALLOWED
Given the UK law banning public gatherings of more than two people,
neither the AGM nor the London Shareholder Presentation can currently be
lawfully held in the UK. Moreover, the stringent social distancing and
hygiene requirements for business-related gatherings in the Netherlands
make it wholly impracticable for us to ensure full compliance with those
requirements if we were to hold the AGM in the Netherlands in the usual
format. We have thus determined we cannot allow physical attendance
without risking exposure either to the attendees, our employees, AGM
staff and the public and have therefore had to take the difficult
decision to ask people not to attend the AGM in person this year.
As safety is our paramount concern, we have determined that banning
physical attendance is the most responsible course of action to protect
the health of the public and our people. Thus, please do not travel to
the meeting as you will not be permitted to enter the building.
ARRANGEMENTS FOR THE 2020 AGM
The AGM will be convened at the address set out in the Notice with the
minimum required quorum of two shareholders present in order to conduct
the business of the meeting. The results of the poll votes on the
proposed resolutions will be announced, in the usual way, as soon as
practicable after the conclusion of the AGM. Given the meeting format
changes, and the need to keep the people present to a minimum, no
webcast will be provided this year. However, the meeting transcript will
be posted on the Shell website.
Given the continuously evolving COVID-19 situation, shareholders are
encouraged to register in the "Keep up to date with Shell" section of
the Shell website at www.shell.com/investor to receive AGM information
including any further changes and updates.
SHAREHOLDER QUESTIONS
Our AGM normally provides an opportunity for shareholders to ask
questions about the business set out in the Notice and to raise other
matters about the business of the Company. As it will not be possible to
ask questions during the AGM this year, we have created a facility for
shareholders to register their questions ahead of the AGM. More
information can be found at www.shell.com/agm. Subject to the
conditions posted on that site regarding received shareholder questions,
we will endeavour to post the responses on that site in advance of the
AGM.
VOTING
It is as important as ever that shareholders cast their votes in respect
of the business of the AGM. This year, if you want your vote to count,
you must vote ahead of the meeting as it will not be possible to do so
during the AGM. Any advance voting must be done by completing a proxy
form, submitting proxy instructions electronically or casting your votes
through the medium attributable to the way that you hold your shares. We
strongly encourage you vote as early as possible.
If appointing a proxy, shareholders are strongly encouraged to appoint
the "Chair of the meeting" to ensure their appointed proxy is present
and can vote on their behalf.
SHAREHOLDER PRESENTATION, LONDON
In prior years we have held a Shareholder Presentation in London, two
days after the AGM. For the reasons outlined above, we have deemed it
necessary to cancel the May event.
ENGAGEMENT
The Board values the AGM and the London Shareholder Presentation as an
opportunity to engage with shareholders and considers the inability to
currently do that as very regrettable. It will therefore continue to
monitor the evolving situation and, as soon as the Board determines it
is safe and legally compliant to do so, shareholder engagements in both
London and The Hague will be scheduled. If not, the Board will explore
alternative opportunities for shareholders to engage with the Board.
NATIONAL STORAGE MECHANISM
In accordance with the Listing Rules, a copy of each of the documents
below have been submitted to the National Storage Mechanism and are/will
be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
-- Annual Report and the Form 20-F for the year ended December 31, 2019
-- Notice of the 2020 Annual General Meeting
-- Notice of Availability of Shareholder Documents
-- Proxy Form relating to the 2020 Annual General Meeting
The Annual Report and the Form 20-F for the year ended December 31, 2019
can also be viewed and downloaded from the Company's website:
www.shell.com/annualreport.
Printed copies of the Notice and associated documents will be despatched
to those shareholders who have elected to receive paper communications.
April 16, 2020
Linda M. Coulter
Company Secretary
ENQUIRIES
Shell Media Relations
International, UK, European Press: +44 20 7934 5550
Shell Investor Relations
Europe: + 31 70 377 4540
United States: +1 832 337 2034
LEI number of Royal Dutch Shell plc: 21380068P1DRHMJ8KU70
Classification: Additional regulated information required to be
disclosed under the laws of a Member State.
Cautionary Note
The companies in which Royal Dutch Shell plc directly and indirectly
owns investments are separate legal entities. In this announcement
"Shell", "Shell Group" and "Royal Dutch Shell" are sometimes used for
convenience where references are made to Royal Dutch Shell plc and its
subsidiaries in general. Likewise, the words "we", "us" and "our" are
also used to refer to Royal Dutch Shell plc and its subsidiaries in
general or to those who work for them. These terms are also used where
no useful purpose is served by identifying the particular entity or
entities. "Subsidiaries", "Shell subsidiaries" and "Shell companies"
as used in this announcement refer to entities over which Royal Dutch
Shell plc either directly or indirectly has control. Entities and
unincorporated arrangements over which Shell has joint control are
generally referred to as "joint ventures" and "joint operations",
respectively. Entities over which Shell has significant influence but
neither control nor joint control are referred to as "associates". The
term "Shell interest" is used for convenience to indicate the direct
and/or indirect ownership interest held by Shell in an entity or
unincorporated joint arrangement, after exclusion of all third-party
interest.
This announcement contains forward-looking statements (within the
meaning of the U.S. Private Securities Litigation Reform Act of 1995)
concerning the financial condition, results of operations and businesses
of Royal Dutch Shell. All statements other than statements of historical
fact are, or may be deemed to be, forward-looking statements.
Forward-looking statements are statements of future expectations that
are based on management's current expectations and assumptions and
involve known and unknown risks and uncertainties that could cause
actual results, performance or events to differ materially from those
expressed or implied in these statements. Forward-looking statements
include, among other things, statements concerning the potential
exposure of Royal Dutch Shell to market risks and statements expressing
management's expectations, beliefs, estimates, forecasts, projections
and assumptions. These forward-looking statements are identified by
their use of terms and phrases such as "aim", "ambition", "anticipate",
"believe", "could", "estimate", "expect", "goals", "intend",
"may", "objectives", "outlook", "plan", "probably",
"project", "risks", "schedule", "seek", "should", "target",
"will" and similar terms and phrases. There are a number of factors
that could affect the future operations of Royal Dutch Shell and could
cause those results to differ materially from those expressed in the
forward-looking statements included in this announcement, including
(without limitation): (a) price fluctuations in crude oil and natural
gas; (b) changes in demand for Shell's products; (c) currency
fluctuations; (d) drilling and production results; (e) reserves
estimates; (f) loss of market share and industry competition; (g)
environmental and physical risks; (h) risks associated with the
identification of suitable potential acquisition properties and targets,
and successful negotiation and completion of such transactions; (i) the
risk of doing business in developing countries and countries subject to
international sanctions; (j) legislative, fiscal and regulatory
developments including regulatory measures addressing climate change;
(k) economic and financial market conditions in various countries and
regions; (l) political risks, including the risks of expropriation and
renegotiation of the terms of contracts with governmental entities,
delays or advancements in the approval of projects and delays in the
reimbursement for shared costs; (m) risks associated with the impact of
pandemics, such as the COVID-19 (coronavirus) outbreak; and (n) changes
in trading conditions. No assurance is provided that future dividend
payments will match or exceed previous dividend payments. All
forward-looking statements contained in this announcement are expressly
qualified in their entirety by the cautionary statements contained or
referred to in this section. Readers should not place undue reliance on
forward-looking statements. Additional risk factors that may affect
future results are contained in Royal Dutch Shell's Form 20-F for the
year ended December 31, 2019 (available at www.shell.com/investor and
www.sec.gov). These risk factors also expressly qualify all
forward-looking statements contained in this announcement and should be
considered by the reader. Each forward-looking statement speaks only as
of the date of this announcement, April 16, 2020. Neither Royal Dutch
Shell plc nor any of its subsidiaries undertake any obligation to
publicly update or revise any forward-looking statement as a result of
new information, future events or other information. In light of these
risks, results could differ materially from those stated, implied or
inferred from the forward-looking statements contained in this
announcement.
We may have used certain terms, such as resources, in this announcement
that the United States Securities and Exchange Commission (SEC) strictly
prohibits us from including in our filings with the SEC. Investors are
urged to consider closely the disclosure in our Form 20-F, File No
1-32575, available on the SEC website www.sec.gov.
(END) Dow Jones Newswires
April 16, 2020 02:00 ET (06:00 GMT)
Copyright (c) 2020 Dow Jones & Company, Inc.
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