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Simplified Share Structure

Shareholders have supported the proposal (PDF, 83 kB)

 to amend Shell’s Articles of Association. This will enable a simplification of its share structure and an increase in the speed and flexibility of capital and portfolio actions.

The Board unanimously believes that the Simplification will strengthen Shell’s competitiveness and accelerate both shareholder distributions and delivery of its strategy to become a net-zero emissions energy business.

The Simplification, announced on 15 November 2021, entails:

  • Establishing a single line of shares to eliminate the complexity of Shell’s A/B Share Structure; and
  • Aligning Shell’s tax residence with its country of incorporation in the UK, where it will hold Board and Executive Committee meetings, and locate its chief executive and chief financial officer.

Shell has published a circular which contains further details of the Simplification and the proposed amendments to the Articles of Association.

A General Meeting was held at Rotterdam Ahoy, Ahoyweg 10, 3084 BA Rotterdam, the Netherlands at 10:00 (Dutch time), 09:00 (UK time) on Friday December 10, 2021.

Chair of the Board on simplified share structure

Chair of the Board on simplified share structure

Watch this short video where Sir Andrew Mackenzie, Chair of the Board of Shell, explains the reasons for proposing and benefits of a simplified structure.

Simpler. More flexible. Faster.

A conventional single share structure will allow Shell to compete more effectively.  It will:

  • Allow for an acceleration in distributions by way of share buybacks, as there will be a larger single pool of ordinary shares that can be bought back. Following the start of a $2 billion buyback programme in July, Shell announced in September that it will return an additional $7 billion to shareholders following completion of the sale of its Permian assets in the United States.
  • Strengthen Shell’s ability to rise to the challenges posed by the energy transition, by managing its portfolio with greater agility.
  • Reduce risk for shareholders by simplifying and normalising Shell’s share structure in line with its competitors and most other global companies. The current complex share structure is subject to constraints and may not be sustainable in the long term.
Flow diagram showing the Simplification from Royal Dutch Shell plc to Shell plc. The flow diagram shows Shell plc and its subsidiaries including Shell Petroleum N.V. (SPNV), Shell Transport and Trading Company Limited (STT), BG Group Limited (BG) and Other subsidiaries. There will be one line of Shell ordinary shares and ADSs into Shell plc and one dividend flow from Shell plc. The key features of Shell plc will be one line of shares with equal voting rights, the location of the Board, EC meetings, and CEO and CFO will be in the United Kingdom, the tax residence of Shell plc will be in the United Kingdom and the country of incorporation is in the United Kingdom. The shares will continue to be listed in Amsterdam, London and New York and there will be no change to the FTSE UK index inclusion and no change is expected to AEX index inclusion. The simplified share structure of Shell plc will increase speed and flexibility of capital and portfolio actions.
General Meeting 2021

General Meeting 2021

Read or download the Shareholder circular and Notice of General Meeting

Read or download circular here (PDF)
15th November 3pm CET: Shareholder Engagement Session

15th November 3pm CET: Shareholder Engagement Session

Hosted by Chair of the Board, Sir Andrew Mackenzie. 

View webcast recording
30th November 3pm CET: Shareholder Engagement Session

30th November 3pm CET: Shareholder Engagement Session

Hosted by Chair of the Board, Sir Andrew Mackenzie.

View webcast recording
10th December 10am CET: General Meeting

10th December 10am CET: General Meeting

  

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