Royal Dutch Shell plc – Proposal to withdraw
Resolution 22 at 2019 Annual General Meeting
Royal Dutch Shell plc’s (“Shell”)
Notice of Annual General Meeting (“AGM”) on April 11, 2019 provided an update on Resolution
22, requisitioned by a group of shareholders coordinated by Follow
This. Shell welcomed the announcement on April 7, 2019 by Follow This of its intention to
withdraw the resolution. Follow This has now collected
written support to request the withdrawal of the shareholder
resolution from all of the shareholders who originally
requisitioned the resolution. The Directors of Shell maintain
that Resolution 22 is not in the best of interests of Shell and its
shareholders as a whole and unanimously recommended that
shareholders vote against Resolution 22. Accordingly,
the Directors intend to propose the withdrawal of Resolution 22
from the agenda of the AGM at the beginning of the meeting.
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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; and (m) 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, 2018 (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, May 17, 2019. 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.
This announcement may contain references to Shell’s
website. These references are for the readers’ convenience
only. Shell is not incorporating by reference any information
posted on www.shell.com.
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. U.S. 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.