1. What is this Settlement about?
Beginning in January 2004, Shell announced re-categorizations and/or re-statement of certain oil and gas reserves or resources. Purchasers of Royal Dutch Petroleum Company shares and/or The “Shell” Transport and Trading Company shares during the period between April 8, 1999 and March 18, 2004, may have experienced a price decline in such securities after the January 2004 and subsequent re-categorizations. Shell has agreed to compensate certain shareholders in connection with the decline.
2. Who is Eligible for Settlement Benefits?
If you purchased shares of N.V. Koninklijke Nederlandsche Petroleum Maatschappij (a.k.a. The Royal Dutch Petroleum Company) and/or The "Shell" Transport and Trading Company, p.l.c. during the period of 8 April, 1999 through 18 March, 2004, inclusive (the "Relevant Period"), on the open market which includes the stock exchanges of Amsterdam (Euronext), London, Austria, Belgium, France, Germany, Luxembourg or Switzerland, and you resided or were domiciled outside of the United States, you could get a payment from a USD $389,000,000 legal settlement fund under the terms of the Non-US Settlement.
3. How do I (Submit A Claim) Obtain Relief from the Settlement?
Shareholders are required to file a claim form with the administrator in the manner indicated below if they wish to make a claim for relief under the Settlement Agreement. The claim form can be downloaded from the website at www.royaldutchshellsettlement.com.You may also request the form by calling telephone number 00800-0080-0900 (freephone) [exclusively from the US: 866-928-5532, exclusively from Canada: 1-866-523-6801].
Shareholders must send their fully completed and signed claim forms (together with the documentation requested in the claim form) to the administrator no later than 5 November, 2010. The claim form can be sent to the administrator by e-mail info@royaldutchshellsettlement.com or by regular mail (Royal Dutch Shell Settlement Administrator, P.O. Box 62677, London EC2P 2UB, United Kingdom). Further information on filing the claim form can be found on the claim form and in the accompanying explanatory notes.
On the basis of the submitted claim form, the provisions of the Settlement Agreement and the plan of allocation, the administrator will assess whether a shareholder is eligible for relief under the Settlement Agreement and, if so, determine the amount of such relief. Payment of relief to shareholders cannot occur until after the deadline for the submission of claims has passed. This means that payment of a valid claim will not take place before late 2010.
4. How do I Request Not to be Bound to The Binding Declaration and the Release (Opt-Out)?
Shareholders who do not wish to be bound by the settlement that has been declared binding must so notify the administrator no later than 28 February, 2010. This can be done by regular mail (Royal Dutch Shell Settlement Administrator, P.O. Box 62677, London EC2P 2UB, United Kingdom) or by e-mail info@royaldutchshellsettlement.com. A shareholder who submits an opt-out notice becomes ineligible to receive relief under the Settlement Agreement.
Shareholders who submit opt-out notices are kindly requested to include in their notices (i) the dates within the Period on which they purchased RD shares or STT shares, (ii) the dates on which they sold these shares, if applicable, (iii) the price or prices at which they bought or sold such shares, and (iv) the stock exchange(s) on which the shares were traded. However, there is no obligation for shareholders filing an opt-out statement to provide this information.
Shareholders who do not timely submit an opt-out notice shall, pursuant to the binding declaration, be bound by the Settlement Agreement, including the release contained therein (also see above under “Waiver of further claims”).
5. What about the costs of administering the settlement and the fees for the attorneys who are working on the settlement?
Certain costs pertaining to the implementation of the Settlement Agreement (including the costs of the Foundation), will be paid by Shell and will not be paid from the settlement relief described above. Shareholders are not entitled to any compensation for expenses relating to the filing of a claim for relief or otherwise. Shareholders who have questions on the tax consequences of participating in the Settlement Agreement are advised to consult their own tax advisor.
6. Are there any other pending proceedings regarding Shell’s reserves re-categorization in which I could participate?
Besides the settlement mentioned in this notice, there are two other settlements under which certain payments have or will be made in connection with Shell’s re-categorizations of certain oil and gas reserves as referred to above.In 2008, Shell entered into a settlement with shareholders who either purchased RD shares and STT shares between 8 April 1999 and 18 March 2004 on stock exchanges within the United States or who were domiciled within the United States at the time they purchased their Shell shares (the “US Settlement”). The deadline for making a claim for relief under that settlement agreement was 18 November 2008.
Shell also entered into a settlement with the United State Securities and Exchange Commission (the “SEC”) under which the SEC is charged with distributing the amount of US$ 120,000,000 (plus interest earned on that amount since Shell paid that amount in 2004) (the “SEC Settlement”). This settlement money will be distributed to all purchasers of RD shares and STT shares during the period of 8 April 1999 through 17 March 2004, regardless of nationality, place of residence or domicile, and regardless of the exchange on which the RD and STT shares were purchased. The deadline for making a claim for relief under the SEC settlement was 31 March 2009.
A claim that a shareholder may have made for relief under one or both the US Settlement or the SEC Settlement will not be recognized as a claim for relief under the Settlement Agreement approved by the Amsterdam Court of Appeal. Shareholders wishing to make a claim for relief under the Settlement Agreement declared binding by the Amsterdam Court of Appeal must submit a claim for relief under the Settlement Agreement by completing and returning the claim form in the manner described hereinabove under “Filing a claim”.
Stichting Shell Reserves Compensation Foundation is neither involved in, nor responsible for, the US Settlement or the SEC Settlement.
7. How do I Obtain Additional Information about the Settlement?
For additional information and to view relevant case documents including the Settlement Agreement visit the Claims Administrator’s website at:
www.RoyalDutchShellSettlement.com.
The 29 May 2009 decision of the Court, the Settlement Agreement and this notice have been published on the following websites:
www.veb.net
www.shell.com
www.shellsettlement.com
www.shellcompensation.com
www.shellvergoeding.nl
www.royaldutchshellsettlement.com
If you would like to receive a paper copy of the decision or the Settlement Agreement, please e-mail your request to info@royaldutchshellsettlement.com. You may also send your request by regular mail to Royal Dutch Shell Settlement Administrator, 128-129 Cheapside, London EC2V 6BT, United Kingdom, or to Stichting Shell Reserves Compensation Foundation, P.O Box 356, 2501 CJ The Hague, The Netherlands.
In addition, a copy of these documents can be requested by telephone via telephone number 00800-0080-0900 (free phone) [exclusively from the US: 866-928-5532, exclusively from Canada: 1-866-523-6801]. The Dutch version of the decision and the Settlement Agreement can also be reviewed at the website of the Court, www.rechtspraak.nl (actualiteiten/zaakdossiers/Shell), as well as – following a written request – at the registry of the commercial division of the Court. Requests to review the documents at the registry must be directed to the postal address of the Court (P.O. Box 1312, 1000 BH Amsterdam, The Netherlands), for the attention of the registry of the commercial division, stating the reference: “106.010.887”.
You or your lawyer may also inspect certain documents relating to the recategorisations of certain of Shell’s oil and gas reserves in order to determine whether to submit an opt-out notice. If you or your lawyer wish to inspect these documents, you and your lawyer will be required to sign a confidentiality agreement. Under this confidentiality agreement, any information obtained during this inspection may be used by you and your lawyer only in connection with the decision whether or not to submit an opt-out notice. The documents will be available for inspection, during normal business hours, at the offices of De Brauw Blackstone Westbroek N.V. in Amsterdam, the Netherlands. If you or your lawyer wishes to inspect these documents, please send a written request to De Brauw Blackstone Westbroek N.V., PO Box 75084, 1070 AB Amsterdam, The Netherlands, for the attention of Mr R.W. Polak.
8. I inherited my shares; am I eligible?
In order to be eligible, Participating Shareholders had to have purchased shares during the Relevant Period, (8 April 1999 through 18 March 2004, inclusive). If you did not purchase your shares during those dates, then you are not eligible to participate in the proposed Settlement. In addition, Participating Shareholders must have resided in or been domiciled under the laws of any jurisdiction outside of the United States and purchased on the open market which includes the Stock Exchanges of Amsterdam (Euronext), London, Austria, Belgium, France, Germany, Luxembourg or Switzerland, during the Relevant Period. If you inherited shares from a person that would have been eligible if this person had still been alive, you could be eligible instead. The Court declared the Non-U.S. Settlement Agreement concerning the re-categorization by Shell of certain of its oil and gas reserves binding on 29 May, 2009.
9. What are the eligible stock exchanges for shares to have been purchased?
The Royal Dutch Petroleum Company (N.V. Koninklijke Nederlandsche Petroleum Maatschappij) (“Royal Dutch shares”) and/or The “Shell” Transport and Trading Company, p.l.c. (“STT shares”) shares had to have been purchased on the open market which includes the following stock exchanges to be eligible:
- Amsterdam (Euronext)
- London
- Austria
- Belgium
- France
- Germany
- Luxembourg
- Switzerland
10. What are the ISIN (International Securities Identification Number) for the eligible shares?
Royal Dutch Petroleum Company shares:
ISIN NL0000009470
Shell Transport and Trading Company shares:
ISIN GB0008034141
11. How will the refund be paid out to claimants?
Payments from the settlement will be paid in US Dollars (USD). It will be the responsibility of the claimant to pay any currency exchange or bank fees associated with the Settlement payment. You can choose on the claim form to have the funds either:
a. Wired directly to your bank account, or
b. Mailed to you in the form of a cheque. (Please be aware that your bank may charge you extra fees for cashing a cheque.)
12. What kind of documentation is acceptable to prove my transactions are valid?
Attach photocopies of stock broker confirmation slips, broker account statements, or other documentation adequately evidencing each of your transactions in Royal Dutch Petroleum Company shares and/or The “Shell” Transport and Trading Company shares. Documentation must include the claimant’s name and identify the security, trade date, price paid per stock share, quantity and total amount of the transaction. Also provide proof of the number of shares held at the beginning and at the end of the Relevant Period. Records you have created, certificates, or letters from the broker do not constitute acceptable documentation. Failure to provide full documentation for all requested transactions may invalidate your claim. Failure to provide this documentation could delay verification of your claim or result in rejection of your claim. Important: if you do not have stock broker confirmation slips or broker account statements and your shares are held in the name of a nominee, please have the nominee fill out page 2, PART IIIB of the claim form.
13. Can I still claim if I have other transactions that occurred on stock exchanges that aren’t in the Settlement?
Yes, you can still claim, but only for those transactions that did occur on the open market which includes the Stock Exchanges of Amsterdam (Euronext), London, Austria, Belgium, France, Germany, Luxembourg or Switzerland during the Relevant Period (8 April 1999 through 18 March 2004, inclusive). In addition, Participating Shareholders must have resided in or been domiciled under the laws of any jurisdiction outside of the United States.
14. Who is NOT included in the Non-US Shell Settlement?
The Settlement Agreement does not offer compensation to shareholders who:
a. resided or were domiciled in the U.S.
OR
b. purchased shares or American Depository receipts ("ADRS") of Royal Dutch Petroleum Company and / or the "Shell" Transport and Trading Company, P.L.C. on the New York Stock Exchange (the "U.S. Shareholders").
OR
c. sent notice to the claims administrator that they do not wish to be bound by the Settlement Agreement.
15. What do "Transferred Shares" mean? (Part IV of Proof of Claim Form)
Transferred shares are any transactions that result in shares for the account for which the claim is being filed being moved either into or out of another account without a purchase price being paid, e.g, you moved shares from one account to another, you inherited shares or you donated shares. Properly noting your transferred shares will allow the administrator to account for all of your shares when calculating your payment amount.Important notice:
If the claimed transaction overview shows purchases or sales and (part of) your balance was transferred during the Relevant Period to another bank, you also need to supply an overview of the receiving bank showing you held these shares until the end of the Relevant Period to make your claim eligible for payment.
16. I was a Non-U.S. Royal Dutch/Shell Transport employee and acquired shares through one or more employee programs. Do the shares qualify me for a payment?
The answer to this question is currently subject to the outcome of discussion with the Plan Administrators. Please check this website at a later date for further information.
Non-US Global Employee Share Purchase Plan (GESPP).
HBOS as nominee will make a claim on your behalf. Individual Plan participants do not need to take any action in connection with this claim. Any settlement proceeds received by the Plan will be allocated to Plan participants by the nominee. Please note - monies due can only be paid if your contact details on the GESPP HBOS website are correct at www.eshareplan.com/shellgespp. It is your responsibility to ensure these details are correct.
Stock Option Plan.
The exercise of options with a purchase and sale on the same day, from which you received cash only, and which did not result in the holding of shares, would not qualify for a claim. Shares purchased by exercising employee stock options which resulted in the holding of shares will generally qualify for a claim. Note that the date you were granted an option is not relevant; the date you exercised the option is the relevant date when determining eligibility. The plan administrator will file a claim on your behalf. Please note – monies due can only be paid if your contact details are held with the Plans’ administrator.
< Ownership Share Employees Ireland Chemicals Shell and Plan Petroleum>Individual Plan participants need to file a claim. Please note – monies due can only be paid if your contact details are held with the Plans’ administrator, Mercer Ireland Limited, Charlotte House CH 3-9, Charlemont Street, Dublin 2, Ireland. It is your responsibility to ensure these details are correct. The telephone help line is 01-411 8207 (353-1-411 8207 if you are calling from outside Ireland). Share purchases through this plan are considered open market purchases.
Australian Employee Share and Save Plan.
Individual Plan participants need to file a claim. Please contact the Share Plan administrator for further information on 1800 888 195 or international +61 3 9615 9965. Share purchases through this plan are considered open market purchases.
Vermögensbildung (German Plan).
Shares purchased under this plan which resulted in the holding of shares will generally qualify for a claim. Individual Plan participants need to file a claim. If you want to make a claim you should submit the claim form to the Settlement Administrator before the November 18th, 2008 deadline. Share purchases through this plan are considered open market purchases.
Note that shares acquired in the claim period under a share plan which involved the FREE transfer of shares by a company in the Shell Group to you, or by gift from a company in the Shell Group to you, are not entitled to a claim.
There are currently two other settlements that purchasers of Royal Dutch Shell securities may be eligible for; The US Class Action Settlement, and the SEC Settlement. If you wish to participate in one or both Settlements, you must fill out a claim form and submit it postmarked no later than November 18, 2008. In order to participate in both the Class Action Settlement and the SEC Settlement, you need only submit one claim form. You may obtain a claim form for the Class Action Settlement and/or the SEC Settlement by visiting www.ShellSECSettlement.com, www.ShellClassActionSettlement.com, or by calling 866.686.4203 Monday through Friday from 8:30 am – 5:00 pm Eastern Standard Time.
17 Does the Shell settlement also apply to the holders who received their shares Royal Dutch Petroleum out of the conversion of Dordtsche Petroleum,Maxwell Petroleum Holding and Moera Enim?
The Shell settlement makes it clear that the point of acquiring (between 8th April 1999 until 18th March 2004) the shares is crucial in order to be considered for a possible compensation. You have received Shell shares from a former holding company in a conversion process. Therefore you have not acquired the shares as stipulated under the settlement conditions.