Royal Dutch Shell plc Proposed Extension to Dividend Access Mechanism

[Draft—08/07/2015]
+1-212-474-1270 wrogers@cravath.com
CONFIDENTIAL TREATMENT
REQUESTED
Securities Exchange Act of 1934
Section 12(g)
Investment Company Act of 1940
Sections 3(a) and 7
August 7, 2015
Re: Royal Dutch Shell plc Proposed Extension to Dividend Access Mechanism Ladies and Gentlemen:
I am writing on a confidential basis on behalf of my client Royal Dutch Shell plc, a public limited company organized under the laws of England and Wales headquartered in The Hague, The Netherlands (“RDS”), in connection with the proposed extension to its dividend access mechanism established in 2005 (the “Existing Dividend Access Mechanism”), as described below. In 2005, RDS entered into a transaction with the two former parent companies of the Royal Dutch Shell Group of companies (the “Group”) under which RDS became the single parent company of the Group. Part of the transaction involved a scheme of arrangement under English law (the “2005 Scheme”) under which RDS issued its B ordinary shares (“Class B Shares”) (and American depositary shares representing Class B Shares (“Class B ADSs”)) to former holders of ordinary shares of The “Shell” Transport and Trading Company, plc (now Shell Transport and Trading Company Limited (“Shell Transport”)). The 2005 Scheme was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 3(a)(10) thereof as an issuance and exchange whose terms and conditions were approved by a court.