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Shell PLC — AGM Information 2021
Apr 15, 2021
5307_agm-r_2021-04-15_1d4e29b8-1e48-4c21-b40b-a1bce30c83cc.pdf
AGM Information
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Voting Instruction Form
1 Equiniti Corporate Nominees Limited ("ECNL")
This Voting Instruction Form is for use only by participants in the Royal Dutch Shell Corporate Nominee who hold shares in Royal Dutch Shell plc registered in the name of ECNL.
2 Rights of proxy
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 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 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.
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 held on your behalf by the Royal Dutch Shell Corporate Nominee.
5 Appointment of more than one proxy
To appoint more than one proxy, (an) additional Voting Instruction 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 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.
6 Validity
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.
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 respect of such joint holding. Further information is given in the Notice of Annual General Meeting.
8 Absence of instructions
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.
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 Voting Instruction 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 — Royal Dutch Shell Corporate Nominee
The Annual General Meeting ("AGM") of Royal Dutch Shell plc is currently scheduled to be held at Carel van Bylandtlaan 16, 2596 HR, The Hague, The Netherlands at 10:00 (Dutch time) on Tuesday May 18, 2021. In order to protect public safety and prevent the spread of the coronavirus, physical attendance at the meeting will be strictly limited to the Chair, the Chief Executive Officer, the Chief Financial Officer and the Company Secretary.
Appointment of a proxy
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).
Webcast
To minimise public health risks you may either: i) simply watch the AGM via the webcast which will be broadcast live at 10:00 (Dutch time), 09:00 (UK time) on the day of the AGM; or ii) attend and participate in the webcast by registering through an electronic platform ("virtual attending"). Further information about the webcast arrangements can be found in the Notice of Annual General Meeting. (See notes overleaf)
VOTE ONLINE www.sharevote.co.uk
Due to the continuing coronavirus situation, the AGM 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 Friday May 14, 2021.
Annual General Meeting
1 AGM Attendance
To protect public safety and prevent the spread of the coronavirus, physical attendance at the meeting will be strictly limited to the Chair, the Chief Executive Officer, the Chief Financial Officer and the Company Secretary. Unfortunately, that necessarily means that physical attendance will not be allowed for any other shareholders, including their proxy representatives. Thus all other references to attendance herein mean "virtual attendance" (unless the shareholder appoints one of the four attendees provided above as their proxy, who shall be in physical attendance).
2 Equiniti Corporate Nominees Limited ("ECNL")
The Voting Instruction Form is for use only by participants in the Royal Dutch Shell Corporate Nominee who hold shares in Royal Dutch Shell plc registered in the name of ECNL.
3 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.
Shareholder Presentation, London
In prior years we have held a Shareholder Presentation in London, two days after the AGM. However, given the continued significant public health concerns associated with coronavirus, the UK governments stringent restrictions on public outings and gatherings remain in place. At the time of drafting this document, the UK government has banned public gatherings with strict exceptions. We continue to believe that these restrictions, even if eased ahead of this event, significantly restrict our ability to safely hold this meeting. As safety is our priority interest, we have deemed it prudent to cancel this event this year.
We recognise that some of our shareholders valued this opportunity to engage in person with the Board, and like us, they may consider this news most unwelcome. However, we must consider safety first,
4 Voting or appointing a proxy online
You can vote your shares or appoint a proxy online by logging on to www.sharevote.co.uk. 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 Friday May 14, 2021.
5 Security
attended this event.
join our AGM virtually.
We will comply with all Netherlands Government measures restricting physical attendance.
6 Further information
Further information about the AGM is given in the Notice of Annual General Meeting. Please register to receive AGM information in the "Keep up to date with Shell" section of our website at www.shell.com/investor.
and the changes we are making in these continued exceptional circumstances have been made to protect our people and those that may have
We hope that our shareholders who typically attend this presentation take the alternative opportunity to
Please register to receive AGM information in the "Keep up to date with Shell", section of our website at www.shell.com/investor, where we will notify
shareholders of future events in 2021.
Voting Instruction Form — Royal Dutch Shell Corporate Nominee
+
+ Voting ID Task ID Shareholder Reference Number (SRN)
You may instruct Equiniti Corporate Nominees Limited ("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 AGM. 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 Friday May 14, 2021. If you give such an instruction, you may still attend, speak and vote at the meeting.
At the AGM of Royal Dutch Shell plc (the "Company"), currently scheduled to be held on Tuesday May 18, 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
x 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.
Your Directors unanimously recommend that you vote FOR Resolutions 1 to 20 and AGAINST Resolution 21. Further information is given in the Notice of Annual General Meeting.
- 1 Receipt of Annual Report & Accounts
- 3 Appointment of Jane Holl Lute as a Director of the Company
- Reappointment of the following as a Director of the Company: 4 Ben van Beurden 5 Dick Boer 6 Neil Carson 7 Ann Godbehere 8 Euleen Goh 9 Catherine Hughes
10 Martina Hund-Mejean
15 Reappointment of Auditors 16 Remuneration of Auditors 17 Authority to allot shares
Shareholder resolution 21 Shareholder resolution
18 Disapplication of pre-emption rights 19 Authority to purchase own shares 20 Shell's Energy Transition Strategy
See Note 4 overleaf
0001-607-S (See notes overleaf)
2 Approval of Directors' Remuneration Report
For Against Withheld For Against Withheld