Royal Dutch Shell plc (the ‘company’) announced the commencement of up to $1.5 billion of share buybacks on December 2, 2021. This is the first tranche of the $7 billion shareholder distributions from the sale of the company’s Permian business in the United States. The form and timing for distributing the remaining $5.5 billion (together with any unpurchased amount of the $1.5 billion of shares under this tranche) will be announced in early 2022. These distributions are in addition to our shareholder distributions in the range of 20-30% of cash flow from operations. The company has entered into an irrevocable, non-discretionary arrangement with a broker to enable the purchase of A ordinary shares and/or B ordinary shares for a period up to and including January 28, 2022. The aggregate maximum consideration for the purchase of A ordinary shares and/or B ordinary shares is $1.5 billion. All shares repurchased as part of this arrangement will be cancelled.

The maximum number of ordinary shares which may be purchased by the company under this arrangement is 687,166,438, which is the maximum pursuant to the authority granted by shareholders at the company's 2021 Annual General Meeting less the number of ordinary shares that were repurchased by the company pursuant to the share buyback programme announced on July 29, 2021. The shares bought back under this arrangement will be whichever of the A ordinary shares and/or B ordinary shares traded in the GBP denomination is economically the least expensive on a given trading day.

Tax implications

Dutch dividend withholding tax law treats share buybacks as cancellation of shares subject to Dutch dividend withholding tax and therefore the repurchase of the A and B ordinary shares can potentially give rise to Dutch dividend withholding tax of effectively 17.65% for RDS plc. Under certain conditions an exemption from this tax can apply to the A ordinary shares.

Other

For information on the dividend access mechanism and taxation of dividends see "Information on shares".