Royal Dutch Shell plc (the ‘company’) announced the commencement of share buybacks on July 29, 2021 as part of its move to the next phase of its capital allocation framework, which includes shareholder distributions in a range of 20-30% of CFFO. 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 December 29, 2021. The aggregate maximum consideration for the purchase of A ordinary shares and/or B ordinary shares is $2.0 billion, of which it is expected that more than half will have been completed by the company’s Q3 results, which are scheduled for October 28, 2021. The purpose of the share buybacks is to reduce the issued share capital of the company. 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 780,000,000, which is the maximum pursuant to the authority granted by shareholders at the company's 2021 Annual General Meeting . 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.
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 will 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.
For information on the dividend access mechanism and taxation of dividends see "Information on shares".