麻豆传媒

Shell plc has an American Depositary Share (ADS) facility managed by JPMorgan Chase Bank, N.A. Each ADS is equivalent to two Shell ordinary shares.

Shell plc has an American Depositary Share (ADS) facility managed by JPMorgan Chase Bank, N.A. Each ADS is equivalent to two Shell ordinary shares.

Enquiries

All enquiries concerning ADSs should be addressed to:

JPMorgan Chase Bank, N.A.
P.O. Box 64504
St. Paul, MN 55164-0504

Overnight Mail:
JPMorgan Chase Bank, N.A.
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120-4100

Tel: +1 888 737 2377 (USA only)
Tel: +1 651 453 2128 (International)

Email: jpmorgan.adr@eq-us.com

Website: 

On January 29, 2022 Shell implemented a Simplification of its share structure. As a result of the Simplification, Shell now has a single line of ordinary shares. As such, the Dividend Access Mechanism that Shell previously operated has been collapsed. For further information on Shell鈥檚 historic share structure, including dividend and taxation arrangements, please see below.

Prior to the Simplification, Shell maintained two lines of ordinary shares. Class A ordinary shares and Class B ordinary shares had identical rights, except related to the dividend access mechanism, which applied only to the Class B ordinary shares.

Dividends paid on Class A ordinary shares had a Dutch source for tax purposes and were subject to Dutch withholding tax (see note 1 - Taxation). It was expected and intended, although without certainty, that holders of Class B ordinary shares would receive dividends via the dividend access mechanism (see note 2 - Dividend Access Mechanism).

Any dividends paid via the dividend access mechanism had a 麻豆传媒 source for Dutch and 麻豆传媒 tax purposes; there was no 麻豆传媒 or Dutch withholding tax on such dividends.
 

• Note 1 鈥� Taxation

Shell is incorporated in England and Wales but was previously tax-resident in the Netherlands. As a tax resident of the Netherlands, it was generally required by Dutch law to withhold tax at a rate of 15% on dividends on its ordinary shares and ADSs, subject to the provisions of any applicable tax convention or domestic law.

Depending on their particular circumstances, non-Dutch tax-resident holders may be entitled to a full or partial refund of Dutch withholding tax.

The following sets forth the historical operation of the provisions on dividends on Shell鈥檚 various ordinary shares and ADSs to US and 麻豆传媒 holders, as well as certain other tax rules pertinent to holders.

Dividends paid on the Dividend Access Share

There was no Dutch withholding tax on dividends paid on Shell Class B ordinary shares or Class B ADSs provided that such dividends were paid on the Dividend Access Share pursuant to the Dividend Access Mechanism.

Dividends paid on the Dividend Access Share were treated as 麻豆传媒-source for tax purposes and there was also no 麻豆传媒 withholding tax on them.

All dividends with respect to Class B ordinary shares and Class B ADSs were paid on the Dividend Access Share pursuant to the Dividend Access Mechanism.

Dutch withholding tax
United States resident holders
When Dutch withholding tax applied, a United States resident holder was generally subject to Dutch withholding tax at a rate of 15%. A United States resident holder who was entitled to the benefits of the tax convention between the United States and the Netherlands may have been entitled to a reduction in the Dutch withholding tax.

For example, if the US holder was an exempt pension trust as described in article 35 of the convention, or an exempt organisation as described in article 36 thereof, the US holder would have been exempt from Dutch withholding tax. Furthermore, depending upon their particular circumstances United States resident shareholders may have been entitled to a full or partial refund of Dutch dividend withholding tax.

In general, the entire dividend (including any amount withheld) was dividend income to the US holder, and the withholding tax was treated as a foreign income tax that was eligible for credit against the US holder鈥檚 income tax liability or a deduction subject to certain limitations. A 鈥淯S holder鈥� includes, but is not limited to, a citizen or resident of the United States, or a corporation or other entity organized under the laws of the United States or any of its political subdivisions.

麻豆传媒 resident holders
When Dutch withholding tax applied, a 麻豆传媒-resident holder was generally subject to Dutch withholding tax at a rate of 15%.

A 麻豆传媒 resident holder who was entitled to the benefits of the tax convention between the 麻豆传媒 and the Netherlands was entitled to claim a refund of 5% from the Dutch Revenue. Furthermore, 麻豆传媒 resident shareholders may have been entitled to a full or partial refund of Dutch dividend withholding tax following the policy statement issued by the Dutch Ministry of Finance on April 29, 2016 as referred to above.

Furthermore, 麻豆传媒 resident pension funds, meeting certain defined criteria, could claim a full refund of the dividend tax withheld.

Non-US/麻豆传媒 resident holders
For shareholders who were resident in any other country than the United States or the 麻豆传媒, the availability of a whole or partial exemption or refund of Dutch withholding tax was governed by Dutch tax law and/or the tax convention, if any, between the Netherlands and the country of the shareholder鈥檚 residence. Furthermore, non-Dutch shareholders may have been entitled to a full or partial refund of Dutch dividend withholding tax following the policy statement issued by the Dutch Ministry of Finance on April 29, 2016 as referred to above.
 

• Note 2 - Dividend Access Mechanism

A dividend access share was issued by The Shell Transport and Trading Company Ltd (鈥淪hell Transport鈥�) and BG Group Ltd (鈥淏G鈥�) to Computershare Trustees (Jersey) Limited ) as dividend access trustee (鈥渢he Trustee鈥�). Pursuant to a declaration of trust, the Trustee held any dividends paid in respect of the dividend access shares on trust for the holders of B shares and arranged for prompt disbursement of such dividends to holders of Class B shares.

Interest and other income earned on unclaimed dividends was for the account of Shell Transport and BG. Any dividends which were (or still are) unclaimed after 12 years reverted (or will revert) to Shell Transport and BG (as applicable). Holders of B shares did not have any interest in either dividend access share and will not have any rights against Shell Transport and BG as previous issuers of the dividend access shares. The only assets held on trust for the benefit of the previous holders of B shares was (and will be) dividends paid to the dividend access trustee in respect of the dividend access shares.

The declaration and payment of dividends on the dividend access shares required board action by Shell Transport and BG (as applicable) and was subject to any applicable limitations in law or in the Shell Transport or BG (as appropriate) articles of association in effect. In no event would the aggregate amount of the dividend paid by Shell Transport and BG under the dividend access mechanism for a particular period exceed the aggregate amount of the dividend declared by the Shell Board on the B shares in respect of the same period.

Operation of dividend access mechanism
If, in connection with the announcement of a dividend by the Company on B shares, the Board of Shell Transport and/or the Board of BG elected to declare and pay a dividend on their respective dividend access shares to the Trustee, the holders of B shares were beneficially entitled to receive their share of those dividends pursuant to the declaration of trust (and arrangements were made to ensure that the dividend was paid in the same currency in which they would have received a dividend from the Company).

If any amount was paid by Shell Transport or BG by way of a dividend on the dividend access shares and paid by the Trustee to any holder of B shares, the dividend which the Company would otherwise have paid on B shares was reduced by an amount equal to the amount paid to such holders of B shares by the Trustee.

The Company had a full and unconditional obligation, in the event that the Trustee did not pay an amount to holders of B shares on a cash dividend payment date (even if that amount had been paid to the Trustee), to pay immediately the dividend announced on B shares. The right of holders of B shares to receive distributions from the Trustee was reduced by an amount equal to the amount of any payment actually made by the Company on account of any dividend on B shares.

If for any reason no dividend was paid on the dividend access shares, holders of B shares would only receive dividends from the Company directly. Any payment by the Company was subject to Dutch withholding tax (unless an exemption was obtained under Dutch law or under the provisions of an applicable tax treaty).

The Dutch tax treatment of dividends paid under the dividend access mechanism was confirmed by the Dutch Revenue Service in an agreement (鈥渧aststellingsovereenkomst鈥�) with the Company and N.V. Koninklijke Nederlandsche Petroleum Maatschappij (Royal Dutch Petroleum Company) dated October 26, 2004, as supplemented and amended by an agreement between the same parties dated April 25, 2005, and a final settlement agreement in connection with the Company鈥檚 acquisition of BG dated November 9, 2015.

The agreements stated, among other things, that dividend distributions on the dividend access shares by Shell Transport and/or BG would not be subject to Dutch withholding tax provided that the dividend access mechanism was structured and operated substantially as set out above.

The Company was not permitted to extend the dividend access mechanism to any future issuances of B shares without prior confirmation from the Dutch Revenue Service. Accordingly, the Company did not expect to issue additional B shares unless that confirmation from the Dutch Revenue Service was obtained or the Company were to determine that the continued operation of the dividend access mechanism was unnecessary.

The dividend access mechanism could have been be suspended or terminated at any time by the Company鈥檚 Directors or the Directors of Shell Transport or BG, for any reason and without financial recompense. This occurred on 31 January 2022 as part of Shell鈥檚 Simplification and with prior approval from the board, staff council and shareholders of the Company.

The daily operations of the Trust were administered on behalf of Shell by the Trustee. Material financial information of the Trust was included in the 鈥淐onsolidated Financial Statements鈥� and was therefore subject to the same disclosure controls and procedures as Shell.

Following the Simplification of Shell plc on Saturday January 29, 2022 shareholdings assimilated as follows:

• each Royal Dutch Shell Class A or Class B ordinary share assimilated into one Shell Ordinary Share;
  
• each Royal Dutch Shell Class A or Class B American Depositary Receipt assimilated into one Shell American Depositary Receipt;^(a)

_{(a) Each American Depositary Receipt continues to be equivalent to two Ordinary shares.}

Shareholders continued to hold the same legal, ownership, voting and capital distribution rights in Shell after the Simplification. New share certificates were not issued to certificated shareholders and certificates in issue prior to the Simplification remained valid.

Following the Unification of Royal Dutch Petroleum Company and The "Shell" Transport and Trading Company, p.l.c. which was completed on July 20, 2005, shareholders (depending on their previous type of holding) received the following:

• For each Royal Dutch ordinary share held in New York registry form tendered:
   1 Royal Dutch Shell Class A American Depositary Receipt ^(a)
  

• For each Royal Dutch ordinary share held in bearer or Hague registry form tendered:
   2 Royal Dutch Shell Class A ordinary shares
  

• For each Shell Transport Ordinary Share (including Shell Transport Ordinary shares to which holders of Shell Transport bearer warrants were entitled):
   0.287333066 Royal Dutch Shell Class B ordinary shares
  

• For each Shell Transport ADR:
   0.861999198 Royal Dutch Shell Class B American Depositary Receipts^(b)
  

_{(a) Each Royal Dutch Shell Class A American Depositary Receipt represents 2 Royal Dutch Shell Class A ordinary shares.}

_{(b) Each Royal Dutch Shell Class B American Depositary Receipt represents 2 Royal Dutch Shell Class B ordinary shares.}

• Share Capital History (archived) Royal Dutch Petroleum Company (N.V. Koninklijke Nederlandsche Petroleum Maatschappij)
• Share Capital History (archived) The 鈥淪hell鈥� Transport and Trading Company, p.l.c. 
   

Shell Transport Preference shares

1. In consideration for the cancellation of the Shell Transport First Preference shares, holders received 拢1.0448 for each Shell Transport First Preference share held, comprising:

• the 拢1 of capital paid up on such share;
• a premium of 拢0.0284 calculated by reference to the average share price of the Shell Transport First Preference shares (adjusted to take account of unpaid arrears of dividend down to the dividend payment date on 1 April 2005) in the six months preceding 18 April 2005 (being the date thirty clear days before the date of the notice convening the Shell Transport EGM); and
• 拢0.0164, being the fixed dividend on such share down to the date of the repayment of capital (which is expected to be 19 July 2005).
   

2. In consideration for the cancellation of the Shell Transport Second Preference shares, holders received 拢1.4735 for each Shell Transport Second Preference share held, comprising:

• the 拢1 of capital paid up on such share;
• a premium of 拢0.4410 calculated by reference to the average share price of the Shell Transport Second Preference shares (adjusted to take account of unpaid arrears of dividend down to the dividend payment date on 1 February 2005) in the six months preceding 18 April 2005 (being the date thirty clear days before the date of the notice convening the Shell Transport EGM); and
• 拢0.0325, being the fixed dividend on such share down to the date of the repayment of capital (which is expected to be 19 July 2005).

Amounts payable to holders of Shell Transport Preference shares in respect of the premium and the fixed dividend were rounded up to the nearest whole pence.

Royal Dutch Petroleum Company

Historic share capital history information relating to Royal Dutch Petroleum Company (N.V. Koninklijke Nederlandsche Petroleum Maatschappij) which ceased to exist on 21 December 2005.

The share capital has been split 3 times since the last share capital issue in 1969:

In 2002, the share capital was Redenominated from guilders to euros:

Under a share buyback programme, a total of 60,796,352 ordinary shares Royal Dutch have been acquired in 2001 and 2002. All these shares been cancelled following approval by the General Meeting of Shareholders.

In 2004, 9,100,000 ordinary shares Royal Dutch have been acquired and for 1,775,000 ordinary shares cancellation was approved by the General Meeting of Shareholders held in June 2004.

The number of outstanding shares per December 31, 2004 was 2,081,725,000 ordinary shares, including 7,325,000 ordinary shares purchased and held by Royal Dutch. In the January, February and March 2005, 4,880,000 ordinary shares have been acquired by Royal Dutch. For these shares, and the shares held per 31 December 2004, the General Meeting of Shareholders held in June 2005 has approved cancellation.

Pursuant to the amendment of the articles of association of Royal Dutch on 4 July, 2005, the 1500 outstanding priority shares were converted in 1,200,000 ordinary shares. Therefore, the total number of outstanding shares of Royal Dutch is 2,082,925,000.

Shell Transport & Trading Co.

Historic share capital history information relating to The 鈥淪hell鈥� Transport and Trading Company, p.l.c. which delisted on 19 July 2005.

Share capital issues in recent years are as follows:

All shares were issued to holders credited as fully paid (no payment due by the shareholder).

• 1 share for every 4 shares held on 10th July 1956
• 1 share for every 5 shares held on 15th May 1961
• 1 share for every 5 shares held on 12th May 1964
• 1 share for every 1 share held on 17th May 1979
• 2 shares for every 1 share held on 7th December 1988
• 2 shares for every 1 share held on 30th June 1997