Royal Dutch Shell plc – RDS Q1 2011 Scrip Reference Price
announced the Reference Share Price in respect of the first quarter interim
dividend of 2011, which was announced on
ordinary share (“A Share”) and B ordinary share (“B Share”) and
American Depository Share (“ADS”).
Reference Share Price
The Reference Share price is used for calculating a Participating
Shareholder’s entitlement under the Scrip Dividend Programme, as defined
Q1 2011 Reference Share price (US$) 34.986
The Reference Share Price is the US dollar equivalent of the average of
the closing price for the Company’s A Shares listed on Euronext Amsterdam for
the five dealing days commencing on (and including) the date on which the
Shares are first quoted ex-dividend in respect of the relevant dividend.
The Reference Share Price is calculated by reference to the Euronext
Amsterdam closing price in euro. The US dollar equivalent of the closing
price on each of the dealing days referred to above is calculated using a
market currency exchange rate prevailing at the time.
Reference ADS Price
ADS stands for an American Depositary Share. ADR stands for an American
Depositary Receipt. An ADR is a certificate that evidences ADSs. ADSs are
listed on the NYSE under the symbols RDS.A and RDS.B. Each ADS represents two
ordinary shares, two ordinary A Shares in the case of RDS.A or two ordinary B
Shares in the case of RDS.B. In many cases the terms ADR and ADS are used
interchangeably. The A Reference ADS Price will apply to holders of A ADSs
who are subject to Dutch withholding tax. The Alternative Reference ADS Price
will apply to holders of A ADSs who are not subject to Dutch withholding tax
and all holders of B ADSs.
Q1 2011 A Reference ADS price (US$) 71.208 Alternative Reference ADS price (US$) 71.022
The Reference ADS Price equals (i) the Reference Share Price of the two A
Shares underlying each new A ADS plus (ii) the UK stamp duty reserve tax
(“SDRT”), which is chargeable at 1.5 per cent. with respect to each new A
ADS. The A Reference ADS Price will also include an amount equal to the Dutch
withholding tax rate of 15 per cent. on the SDRT. The Alternative Reference
ADS Price will not be adjusted to reflect Dutch withholding tax.
Scrip dividend programme
RDS provides shareholders with a choice to receive dividends in cash or
in shares via a Scrip Dividend Programme.
Under the Programme shareholders can increase their shareholding in RDS
by choosing to receive new shares instead of cash dividends if declared by
RDS. Only new A Shares will be issued under the Programme, including to
shareholders who currently hold B Shares.
Joining the Programme may offer a tax advantage in some countries
compared with receiving cash dividends. In particular, dividends paid out as
shares will not be subject to Dutch dividend withholding tax (currently 15
per cent) and will not generally be taxed on receipt by a UK shareholder or a
Dutch corporate shareholder.
Shareholders who elect to join the Programme will increase the number of
shares held in RDS without having to buy existing shares in the market,
thereby avoiding associated dealing costs.
Shareholders who do not join the Programme will continue to receive in
cash any dividends declared by RDS.
Shareholders who held only B shares and joined the Scrip Dividend
Programme are reminded they will need to make a Scrip Dividend Election in
respect of their new A shares if they wish to join the Programme in respect
of such new shares. However, this is only necessary if the shareholder has
not previously made a Scrip Dividend Election in respect of any new A shares
For further information on the Programme, including how to join if you
are eligible, please refer to the appropriate publication available on