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Shell PLC — AGM Information 2017
Apr 21, 2017
5307_agm-r_2017-04-21_525b1b0e-8ca0-45a6-ba09-bff4a4d1fb77.pdf
AGM Information
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Proxy Form
1 Appointment of proxy
Please strike out "the Chair of the AGM" if you wish to appoint another person, writing his or her name in the space provided.
2 Rights of proxy
If you appoint a proxy, he or she may attend the meeting, speak and vote on a poll or a 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 that 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.
3 Voting entitlement
This Proxy Form represents all A shares and B shares in the Company which are registered in your name at the same address. 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 registered in your name at the same address.
4 Partial voting
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 registered in your name at the same address.
5 Appointment of more than one proxy
To appoint more than one proxy, (an) additional Proxy Form(s) may be obtained by contacting the Registrar on 0800 169 1679 or +44 (0)121 415 7073 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 they are 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 pre-paid envelope provided.
6 Validity
The Proxy Form(s) must be signed and dated by the appointer or 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 reach the Registrar no later than the deadline referred to overleaf. Where the appointer is a corporation, this Proxy Form must be under seal or under the hand of an officer or attorney duly authorised. If your Proxy Form arrives late or unsigned, it will not be valid and will not replace any earlier Proxy Form received.
7 Joint shareholders
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 the register of members in respect of such joint holding. Further information is given in the Notice of Annual General Meeting.
8 Record date
Entitlement to attend and vote at the meeting or any adjourned meeting, and the number of votes a shareholder, or his or her proxy, can cast, will be determined by reference to the shareholder register at 19:30 (Dutch time), 18:30 (UK time) on Friday May 19, 2017 or, if the meeting is adjourned, 19:30 (Dutch time), 18:30 (UK time), two working days before the date of the adjourned meeting.
9 Vote withheld
The "vote withheld" option is provided to enable you to abstain on any particular 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" a resolution.
10 Enquiries
If you have any questions about how to complete this Proxy Form, please telephone our Registrar, Equiniti, on 0800 169 1679 or +44 (0)121 415 7073. Lines are open 09:30-18:30 (Dutch time), 08:30-17:30 (UK time), Monday to Friday.
Annual General Meeting — Admittance Card
The Annual General Meeting ("AGM") of Royal Dutch Shell plc will be held at the Circustheater, Circusstraat 4, 2586 CW The Hague, The Netherlands at 10:00 (Dutch time) on Tuesday May 23, 2017. If you wish to attend the AGM, please bring this Admittance Card and keep it with you throughout the meeting.
Appointment of a proxy
You can appoint a proxy to attend, speak and vote on your behalf. If you wish to appoint a proxy, please complete the attached Proxy Form and return it in the enclosed envelope to be received no later than 18:00 (Dutch time), 17:00 (UK time) on Friday May 19, 2017. You can also vote or appoint a proxy online (see overleaf for more information).
Webcast
If you are unable to come to the AGM, you can watch via our webcast which will be broadcast live at 10:00 (Dutch time), 09:00 (UK time) on the day of the meeting. Further information about the webcast arrangements can be found in the Notice of Annual General Meeting.
(See notes overleaf)
Shareholder Presentation, London — Admittance Card
A presentation will be held by Charles O. Holliday, Chair, Ben van Beurden, Chief Executive Officer, Jessica Uhl, Chief Financial Officer and Linda Szymanski, Company Secretary at Central Hall Westminster, Storey's Gate, Westminster, London, SW1H 9NH, United Kingdom at 11:00 (UK time) on Thursday May 25, 2017 (two days after the Annual General Meeting ("AGM")). If you wish to attend the presentation, please bring this Admittance Card and keep it with you throughout the presentation.
While all shareholders are invited to attend, the presentation may be of particular interest to UK resident shareholders who wish to hear about the Company's progress and ask the Chair, Chief Executive Officer, Chief Financial Officer or Company Secretary questions in person.
This presentation is not part of the 2017 AGM of Royal Dutch Shell plc.
Annual General Meeting
1 Voting arrangements
It is intended that all the resolutions 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.
2 Voting or appointing a proxy online
You can vote your shares or appoint a proxy online by logging onto www.sharevote.co.uk. You will need your Voting ID, Task ID and Shareholder Reference Number, which are shown on the attached Proxy Form. Your votes or appointment must be registered by no later than 18:00 (Dutch time), 17:00 (UK time) on Friday May 19, 2017.
3 CREST electronic proxy appointment service
If you are a user of the CREST system (including a CREST personal member), you may appoint one or more proxies or give an instruction to a proxy via CREST.
4 Security
There will be a security check in the reception area at the venue, and a bag search will be undertaken for those persons wishing to take bags into the AGM. The use of electrical equipment and cameras will not be permitted during the AGM.
5 Further information
Further information about the AGM is given in the Notice of Annual General Meeting.
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Shareholder Presentation, London
1 Venue
Central Hall Westminster, Storey's Gate, Westminster, London, SW1H 9NH, United Kingdom.
2 Time and date
The presentation will be held on Thursday May 25, 2017 at 11:00 (UK time). It is scheduled to last for approximately 2 hours. Registration is open from 09:30 (UK time).
3 Refreshments
Tea and coffee will be served before the presentation and a sandwich lunch will be available afterwards.
4 How to get there
Central Hall Westminster is located approximately three minutes walk from Westminster (Jubilee/District and Circle lines) and St James's Park (District and Circle lines) Underground stations.
5 Shareholders with special needs
There will be an induction loop system at the meeting for those with hearing difficulties. Persons in wheelchairs should contact a member of staff on arrival.
6 Security
There will be a security check in the reception area at the venue, and a bag search will be undertaken for those persons wishing to take bags into the presentation. The use of electrical equipment and cameras will not be permitted during the presentation.
7 Further information
Further information is given in the Notice of Annual General Meeting.
Proxy Form
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Voting ID Task ID Shareholder Reference Number
You may appoint a proxy to attend, speak and vote on your behalf at the Annual General Meeting ("AGM"). If you wish to appoint a proxy, please read the notes overleaf and complete and return this Proxy Form in the enclosed pre-paid envelope to be received no later than 18:00 (Dutch time), 17:00 (UK time) on Friday May 19, 2017. If you appoint a proxy, you may still attend, speak and vote at the meeting.
I/We, the undersigned, hereby appoint the Chair of the AGM or the person named in the box below (see Notes 1 and 2 overleaf) as my/our proxy to attend, speak and vote on my/our behalf at the AGM of Royal Dutch Shell plc (the "Company") to be held on Tuesday May 23, 2017, and at any adjournment of that meeting. I would like my proxy to vote on the resolutions according to the way I have completed this form.
See Note 4 overleaf
Please mark this box if this proxy appointment is one of multiple appointments being made (see Note 5 overleaf).
Date Signed
For Against Withheld
Please mark with an in the boxes below for each resolution. If you do not complete the boxes below or do not otherwise instruct your proxy, your proxy can decide whether, and how, to vote. x
- 1 Receipt of Annual Report & Accounts
- 2 Approval of Directors' Remuneration Policy
- 3 Approval of Directors' Remuneration Report
- 4 Appointment of Catherine Hughes as a Director of the Company
- 5 Appointment of Roberto Setubal as a Director of the Company
Reappointment of the following as a Director
of the Company: 6 Ben van Beurden
- 7 Guy Elliott
- 8 Euleen Goh
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9 Charles O. Holliday
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10 Gerard Kleisterlee
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11 Sir Nigel Sheinwald
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16 Reappointment of Auditor
- 17 Remuneration of Auditor
- 18 Authority to allot shares
- 19 Disapplication of pre-emption rights
- 20 Authority to purchase own shares
21 Shareholder resolution
0001-341-S
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For Against Withheld