AGM Information • Nov 15, 2021
AGM Information
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A General Meeting ("GM") of Royal Dutch Shell plc (the "Company") is currently scheduled to be held at Rotterdam Ahoy, Ahoyweg 10, 3084 BA Rotterdam, the Netherlands at 10:00 (Dutch time), 09:00 (UK time) on Friday December 10, 2021. At the time of the publication of this Voting Instruction Form, it is anticipated that the GM will proceed as a hybrid meeting. Shareholders will be able to join and participate in the GM in person (to the extent this remains possible in accordance with government guidance, which may change after the publication of this form) or by attending and participating in the webcast ("virtually attending"). However, please read the General Meeting Notes on the reverse of this form, as conditions will apply for attending in person.
You can choose to instruct Equiniti Corporate Nominees Limited ("ECNL") to vote in the way you specify or instruct them to appoint a proxy to attend, speak and vote on your behalf. If you wish to give such an instruction, please complete the attached Voting Instruction Form and return it in the enclosed envelope by the time specified on the form. You can also vote or appoint a proxy online (see overleaf for more information).
If you are unable to come to the GM, simply watch via the webcast which will be broadcast live at 10:00 (Dutch time), 09:00 (UK time) on the day of the GM; or attend and participate in the webcast by registering through an electronic platform ("virtual attendance"). Further information about the webcast arrangements can be found in the Notice of General Meeting.
(See notes overleaf)
To assist shareholders in understanding the proposal being put to the GM, we will be hosting an online question and answers session on Tuesday November 30, 2021, details of which can be found at www.shell.com/simplification.
Voting ID Task ID Shareholder Reference Number (SRN)
You may instruct ECNL to either vote in the way you specify below or to appoint a proxy to attend, speak and vote on your behalf at the GM. If you wish to give such an instruction, please read the notes overleaf and complete and return this form in the enclosed prepaid envelope to be received no later than 10:00 (Dutch time), 09:00 (UK time) on Wednesday December 8, 2021. If you give such an instruction, you may still attend, speak and vote at the meeting.
At the GM of the Company, currently scheduled to be held on Friday December 10, 2021, and at any adjournment or postponement of that meeting, I/we hereby direct ECNL to either cast the votes relating to the shares in the Company held on my/our behalf in the Royal Dutch Shell Corporate Nominee as shown below or appoint the person named in the box below as my/our proxy to attend, speak and vote on my/our behalf (see Note 2 overleaf).
Please mark this box if this proxy appointment is one of multiple appointments being made (see Note 5 overleaf).
Date Signed
Please mark with an in the boxes below for the resolution. If you do not complete one of the boxes below or do not otherwise instruct your proxy, your proxy can decide whether, and how, to vote. x
The Board recommends that you vote in favour of the resolution to amend the articles of association of the Company. Further information is given in the Notice of General Meeting.
1 Adoption of the new Articles of Association
| For | Against | Withheld |
|---|---|---|
(See notes overleaf)
See Note 4 overleaf
This Voting Instruction Form is for use only by participants in the Royal Dutch Shell Corporate Nominee who hold shares in the Company registered in the name of ECNL.
If you appoint a proxy, he or she may attend the meeting, speak and vote on a poll or show of hands. A proxy need not also be a shareholder. In the absence of instructions in respect of any resolution, the proxy may vote (or abstain from voting) as he or she thinks fit on the resolution and may vote (or abstain from voting) as he or she thinks fit on any other business which may properly come before the meeting.
This Voting Instruction Form represents all A shares and B shares held on your behalf by the Royal Dutch Shell Corporate Nominee. If you leave the box next to the proxy holder's name blank, your proxy will be authorised to exercise your voting entitlement in respect of all A shares and B shares in the Company which are held on your behalf by the Royal Dutch Shell Corporate Nominee.
If you wish to appoint a proxy and the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be authorised to exercise your voting entitlement in respect of all A shares and B shares in the Company which are held on your behalf by the Royal Dutch Shell Corporate Nominee.
To appoint more than one proxy, (an) additional Voting Instruction Form(s) may be obtained by contacting the Registrar (Equiniti) on 0800 085 4975 (UK) or +44 800 085 4975 or you may photocopy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which he or she is authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and returned together to the Registrar in the prepaid envelope provided.
The Voting Instruction Form must be signed and dated by the appointer or the appointer's attorney and, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be returned in the prepaid envelope provided to the Registrar no later than the deadline referred to overleaf. Where the appointer is a corporation, this Voting Instruction Form must be under seal or under the hand of an officer or attorney duly authorised. If your form arrives late or unsigned it will not be valid and will not replace any earlier Voting Instruction Form we have received.
In the case of joint holders, the vote of the senior shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority is determined by the order in which the names stand in respect of such joint holding. Further information is given in the Notice of General Meeting.
In the absence of instructions to ECNL or absence of appointment of a proxy, no vote will be cast in respect of the shares held on your behalf unless you attend and vote at the meeting yourself.
The "vote withheld" option is provided to enable you to abstain on the resolution. However, it should be noted that a "vote withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "for" and "against" the resolution.
If you have any questions about how to complete this Voting Instruction Form, please telephone our Registrar on 0800 085 4975 (UK) or +44 800 085 4975. Lines are open 09:30–18:30 (Dutch time), 08:30–17:30 (UK time), Monday to Friday.
At the time of the publication of this Voting Instruction Form, it is anticipated that the GM will proceed as a hybrid meeting. Shareholders will be able to join and participate in the GM in person (to the extent this remains possible in accordance with government guidance, which may change after the publication of this form) or by attending and participating in the webcast ("virtually attending"). Given ongoing uncertainty in relation to the Covid-19 pandemic, and bearing in mind the broader public health considerations and for the safety of others, any shareholders wishing to attend the GM in person must present a Covid-19 certificate via the CoronaCheck app or equivalent for other jurisdictions, and comply with any other Covid-19 measures the venue or the Company may impose. Any shareholder who fails to present such a certificate will not be admitted to the GM and will instead be directed to participate in the GM electronically.
The Voting Instruction Form is for use only by participants in the Royal Dutch Shell Corporate Nominee who hold shares in the Company registered in the name of ECNL.
It is intended that the resolution 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. The voting procedure will be explained at the meeting.
5 Security
We will comply with all Netherlands Government measures relating to and/or restricting physical attendance. There will be a security check in the reception area at the venue, and a routine bag search will be undertaken. You will not be permitted to take liquids into the venue. Any other items deemed to be inappropriate will be removed and stored until the end of the event. Although unlikely, body searches may also be in operation. The use of electrical equipment and cameras will not be permitted during the GM.
Further information about the GM is given in the Notice of General Meeting. Please register to receive GM information in the "Keep up to date with Shell" section of our website at www.shell.com/investor.
Due to the continuing coronavirus situation, the GM is subject to change and/or postponement, possibly at short notice. We strongly recommend you vote online or appoint a proxy in advance of the meeting.
You will need your Voting ID, Task ID and Shareholder Reference Number, which are shown on the attached Voting Instruction Form. Your votes or appointment must be registered by no later than 10:00 (Dutch time), 09:00 (UK time) on Wednesday December 8, 2021.
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