Articles of Association of Royal Dutch Shell Plc

Topics: Stock, Stock market, Corporations law Pages: 87 (30178 words) Published: February 11, 2013
Royal Dutch Shell plc
(Articles adopted on 18 May 2010)
1. Exclusion of other Constitutional Regulations
The constitutional regulations in any legislation relating to companies do not apply to the company.
2. Definitions
(A) The following table gives the meaning of certain words and expressions as they are used in these articles. However, the meaning given in the table does not apply if it is not consistent with the context in which a word or expression appears. At the end of these articles there is a Glossary which explains various words and expressions which appear in the text. The Glossary also explains some of the words and expressions used in the memorandum. The Glossary is not part of the memorandum or articles and does not affect their meaning.

“address” includes a number or address used for sending or receiving documents or information by electronic
“affiliate” means any undertaking which is not an associated company of the company, and (i) in which the
company or any of its associated companies holds
any shares; and (ii) of which a director or
employee of the company or of any of its
associated companies is a director (or holds an
equivalent office) and in such capacity is a
nominee of the company or any of its associated
“amount” (of a share) this refers to the nominal amount of the share; “these articles” means these articles of association, including any changes made to them, and the expression “this
article” refers to a particular article in these articles
of association;
“auditors” means the auditor of the company and, where two or more people are appointed to act jointly, any
one of them; 2
“A shares” means the A ordinary shares of €0.07 each in the capital of the company;
“B shares” means the B ordinary shares of €0.07 each in the capital of the company;
“board” means the board of directors from time to time of the company or, as appropriate, the directors
present at a meeting of the directors at which a
quorum is present
“certificated share” means a share which is not a CREST share and is normally held in certificated form;
“chairman” means the chairman of the board of directors; “clear days” in relation to the period of a notice means that period excluding the day when the notice is served
or deemed to be served and the day for which it is
given or on which it is to take effect;
“CREST” means the electronic settlement system for
securities traded on a recognised investment
exchange and owned by Euroclear UK & Ireland
Limited, or any similar system;
“CREST share” means a share which is noted on the
shareholders’ register as being held through
CREST in uncertificated form;
“directors” means the executive and non-executive directors of the company who make up its board of directors
(and “director” means any one of them);
“dividend access trustee” means the trustee of any trust established for the purpose of receiving, on behalf of holders of B
shares, amounts paid by way of dividend to such
trust by a subsidiary of the company;
“Euroclear Nederland” means the Dutch depositary and settlement institute defined as the “Central Institute” under the
provisions of the Securities Giro Act ("Nederlands
Centraal Instituut voor Giraal Effectenverkeer
B.V."), or such other central institute in The
Netherlands from time to time;
“headquarters” means the headquarters of the company
established in accordance with article 79; 3
“holder” in relation to any shares means the person whose name is entered in the register as the holder of
those shares;
“legislation” means every statute (and any orders, regulations or other subordinate legislation made under it)
applying to the company;
“market value” means, in relation to a listed security, the middle market quotation for that security as derived from
the Daily Official List of the London...
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