Royal Dutch Shell

Dividend Reinvestment DRIP - Royal Dutch Shell plc



This announcement is for information purposes only. Holders of class A ordinary shares of EUR 0.07 nominal value each in the capital of Royal Dutch Shell plc (the “A Shares”) (“Royal Dutch Shell”) and class B ordinary shares of EUR 0.07 nominal value each in the capital of Royal Dutch Shell (the “B Shares” and together with the A Shares the “Shares”), both held through Euroclear Nederland can participate in the dividend reinvestment plan ("DRIP") in connection with the Royal Dutch Shell Shares via their own custodian. ABN AMRO Bank N.V.’s Corporate Broking Department (“ABN AMRO”) only facilitates, with the approval of Royal Dutch Shell, members admitted to Euronext in Amsterdam ("Euronext Members") and admitted Institutions of Euroclear Nederland (“Admitted Institutions”) (the Euronext Members and the Admitted Institutions are hereinafter together referred to as “Financial Intermediaries”), to allow their clients which are holders of Shares to participate in the DRIP. ABN AMRO, in its capacity as facilitator of the DRIP, does not provide any investment services to holders or any other party or person and is not liable towards holders or any other party or person in respect of their participation in the DRIP. If a shareholder has a question in respect of the DRIP, it should consult its own advisor or Financial Intermediary.

With reference to the dividend announcement of 1 November 2018 by Royal Dutch Shell plc (the “Company” or “Royal Dutch Shell”) regarding Q3 the interim dividend for the financial year 2018, ABN AMRO Bank N.V. Corporate Broking Department (“ABN AMRO”), hereby announces that it will facilitate a dividend reinvestment plan for class A ordinary shares of EUR 0.07 nominal value each in the capital of Royal Dutch Shell plc (the “A Shares”) and class B ordinary shares of EUR 0.07 nominal value each in the capital of Royal Dutch Shell (the “B Shares” and together with the A Shares the “Shares”), both held through Euroclear Nederland (the “DRIP”). The DRIP will enable holders of Shares to reinvest their cash dividend of USD 0,47 per Share. The Company is supportive of the DRIP. 

The DRIP will only be available to those holders who (i) hold their entitlements through members admitted to Euronext in Amsterdam ("Euronext Members") or admitted Institutions of Euroclear Nederland (“Admitted Institutions”) (the Euronext Members and the Admitted Institutions are together referred to as “Financial Intermediaries” and each a “Financial Intermediary”) and (ii) expect to receive dividends for Shares and (iii) are holders of Shares on 16 November 2018 at close of business (“Record Date”).

Access to the DRIP will be provided to shareholders through their Financial Intermediary at the request of the shareholders. Shareholders must instruct their Financial Intermediary that they want to participate in the DRIP before the deadline as instructed by their Financial Intermediary. The Financial Intermediaries are required to complete the required application forms and send these application forms to ABN AMRO. Completed application forms should be received by ABN AMRO  before 3.00 p.m. CET on 12 December 2018. Application forms received after that time will not be processed. Based on the  application forms received, ABN AMRO will make purchases of existing Shares via Euronext Amsterdam, BATS, Chi-X Europe and/or Turquoise (the ”Exchanges”). These purchases may be executed in several tranches depending on the liquidity of the Shares on the Exchanges and the prices available at the time during the period from 13 December 2018 up to and including 17 December 2018.

In order to allocate the purchased Shares, reinvestment prices and exchange ratios will be fixed for the A Shares and B Shares. Determination of the reinvestment prices and the exchange ratios will be based on the daily volume weighted average price (less auction/less off exchange trades) on the Exchanges of the Shares during the period starting 13 December 2018 up to and including 17 December 2018, divided by the (net) dividend amount of A Shares and B Shares, less fees and expenses.

To cover the fees and expenses of ABN AMRO in connection with the DRIP, ABN AMRO will charge an amount equal to 0.375% of the (net) dividend amount reinvested in A Shares and B Shares pursuant to the DRIP.

The reinvestment prices and exchange ratios thus determined for the Shares will be communicated to the Financial Intermediaries on 17 December 2018. The purchased A Shares and B Shares, will be delivered against payment of the reinvestment price to the Financial Intermediaries on 19 December 2018.

The Financial Intermediaries will subsequently credit the holders' accounts against payment of the reinvestment price.

Timetable
The calendar is as follows:
1 November, 2018: Publication Q3 2018 results 
15 November 2018: Ex-dividend quotation
16 November 2018, after close of business: Record Date
19 November – 14 December 2018 (3.00 p.m. CET): Period for instructions concerning dividend reinvestment
30 November 2018: Closing of currency election
6 December 2018: Pounds sterling and euro equivalents announcement date
13 December 2018 – 17 December 2018: Determination of Exchange Ratio
17 December 2018 (after close of business): Announcement of the Exchange Ratio and reinvestment price
As of 19 September 2018: Payment of the (net) cash dividend and delivery of A Shares and B Shares as a possible result of reinvestment

Important information to be communicated to holders
Custodians of shareholders offer their clients access to the DRIP. If a  shareholder wishes to make use of the DRIP, it must approach its Financial Intermediary that will in turn approach ABN AMRO. ABN AMRO does not have a relationship with the shareholders and only provides its services to the shareholder's Financial Intermediary. Shareholders must contact their Financial Intermediary if they require any advice or more information about the DRIP. 

Participating Financial Intermediaries should inform their clients that any decision by shareholders to participate in the DRIP is entirely at their discretion and shareholders may choose to opt to receive a cash dividend and to re-invest such cash dividend without requesting their bank or broker access to the DRIP or not to re-invest the cash dividend at all. Shareholders should take appropriate professional advice before making any investment decision. For the avoidance of doubt, ABN AMRO does not provide any investment services (as defined in the European Markets in Financial Instruments Directive (2014/65/EU) as implemented in the Netherlands Financial Supervision Act (Wet op het financieel toezicht) and the rules and regulations based on the foregoing) in connection with the DRIP to any party.

Participating Financial Intermediaries should furthermore inform holders of A Shares that their net dividend and not the gross dividend per A Share will be reinvested. The tax consequences of participating in the DRIP may vary depending on the tax residence of shareholders and class of Shares held. Tax consequences are the sole responsibility of the shareholder.

Participating Financial Intermediaries shall ensure that, each participating shareholder shall undertake, represent and warrant the following:

  1. the decision to make use of the DRIP is his exclusive responsibility and any acquisition of Shares under the DRIP is at his own risk and account;
  2. it understands that ABN AMRO does not have any responsibility for assessing the appropriateness or suitability of its use of the DRIP or for any investment in the Shares and that its own bank or broker is responsible for performing such suitability or appropriateness test in connection with the DRIP and for providing the shareholder investment advice and additional information about the DRIP at its request;
  3. it acknowledges that it is not a client of ABN AMRO but of its own Financial Intermediary and that ABN AMRO shall have no obligation to provide it with any of the protections ABN AMRO affords to its own clients or to provide it with any advice in relation to the DRIP or any other matter referred to herein and that its own Financial Intermediary and not ABN AMRO  must comply towards it with the conduct supervision rules pursuant to the Dutch Financial Supervision Act (Wet op het financieel toezicht) and that its own Financial Intermediary is solely responsible for any information provided to it in respect of the DRIP
  4. it understands that neither ABN AMRO nor any of its affiliates nor any of their respective directors, officers or employees has provided or will be deemed to have provided any financial, legal, regulatory, tax, accounting or investment advice in relation to the DRIP, the Shares or otherwise;
  5. the determination of the exchange ratios will be based on volume weighted average prices for the acquisition of the Shares on the Exchanges, which prices may be higher than the prevailing market price at the time a shareholder elects to participate in the DRIP and, accordingly, such shareholder may receive fewer Shares than if such shareholder had at the time of election itself reinvested the cash dividends received to acquire Shares;
  6. it is exclusively responsible, and ABN AMRO shall not be liable or responsible, for paying any taxes in connection with his participation in the DRIP;
  7. ABN AMRO does not accept any responsibility or liability in connection with a fluctuation in the price of the Shares or for any loss or damage incurred in connection therewith;
  8. it is not prevented from participating in the DRIP by any applicable laws, rules or regulations and is participating in compliance with all applicable laws, rules and regulations;
  9. ABN AMRO may suspend or terminate the DRIP at any time, which will not affect the validity of completed transactions; and
  10. it understands that the costs under the DRIP are 0.375% and that the exchange ratio will be based on the daily volume weighted average price (less auction/less off exchange trades) on the Exchanges of the Shares during the period from 13 December 2018 up to and including 17 December 2018.

In certain jurisdictions, making use of the DRIP may be restricted by law and participating Financial Intermediary and holders should inform themselves about and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities’ laws or regulations of any such jurisdiction. ABN AMRO does not assume any responsibility or liability for any such violation by any participating Financial Intermediary, shareholder or any other person.

Commission for the Financial Intermediaries
No commission will be paid to Financial Intermediaries in connection with the DRIP.

Instructions for the Financial Intermediaries
The application forms must be sent by email to ABN AMRO and should be received by ABN AMRO before 3 December 2018 (Application Form I) and on 12 December 2018 (Application Form II) respectively.

Amsterdam, 1 November 2018
ABN AMRO Bank N.V. Corporate Broking Department

Message details

Sub-group Equities
Issuer Royal Dutch Shell
Category Dividend
ISIN GB00B03MLX29
GB00B03MM408
Symbol RDSA
RDSB
Securities name Ordinary shares
Publication date November 1 2018