REG-Royal Dutch Shell: Shell announces next tranche of share buyback programme

ShellAnnouncement

01/08/2019 07:05

Shell announces the next tranche of the share buyback programme

August 1, 2019

Royal Dutch Shell plc (the ‘company’) today announces the commencement of
trading in the next tranche of its share buyback programme previously
announced on July 26, 2018. In the next tranche, 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 October 28, 2019. The aggregate maximum consideration for the
purchase of A ordinary shares and/or B ordinary shares under the next tranche
is $2.75 billion. The company’s intention is to buy back at least $25
billion of its shares by the end of 2020, subject to further progress with
debt reduction and oil price conditions.

On July 29, 2019 the company completed the previous tranche of its share
buyback programme. In aggregate between July 26, 2018 and July 29, 2019, the
company repurchased 293,861,620 A ordinary shares for an aggregate
consideration of $9.25 billion (the ‘aggregate previous tranches’).

The maximum number of ordinary shares which may be purchased by the company
under the next tranche of its share buyback programme (the ‘next tranche’)
is 815,000,000, which is the maximum pursuant to the authority granted by
shareholders at the company's 2019 Annual General Meeting 1 . The shares
bought back under the next tranche will be the A ordinary shares traded in the
EUR denomination and 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.

The broker will make its trading decisions in relation to the company's
securities independently of the company. The next tranche will be carried out
on the London Stock Exchange and/or on BATS and/or on Chi-X and will be
effected within certain pre-set parameters. It will be conducted in accordance
with the company's general authority to repurchase shares granted by its
shareholders at the company’s Annual General Meeting held on May 21,
2019 1 , and in line with Chapter 12 of the Listing Rules, Article 5 of the
Market Abuse Regulation 596/2014/EU dealing with buyback programmes and the
Commission Delegated Regulation (EU) 2016/1052.

The purpose of the next tranche is to reduce the issued share capital of the
company to offset the number of shares issued under the Scrip Dividend
Programme and, in combination with the other tranches of the share buyback
programme, to significantly reduce the equity issued in connection with the
company’s combination with BG Group. All shares repurchased as part of the
next tranche will be cancelled.

Any further tranches of the buyback programme, which may be conducted after
completion of the tranche announced today, will be announced in due course.

Contacts

Investor Relations

International: + 31 (0) 70 377 4540;

North America: +1 832 337 2034

Media

International: +44 (0) 207 934 5550

Americas: +1 832 337 4355

CAUTIONARY STATEMENT

The companies in which Royal Dutch Shell plc directly and indirectly owns
investments are separate legal entities. In this announcement “Shell”,
“Shell group” and “Royal Dutch Shell” are sometimes used for
convenience where references are made to Royal Dutch Shell plc and its
subsidiaries in general. Likewise, the words “we”, “us” and “our”
are also used to refer to Royal Dutch Shell plc and subsidiaries in general or
to those who work for them. These terms are also used where no useful purpose
is served by identifying the particular entity or entities.
‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell companies”
as used in this announcement refer to entities over which Royal Dutch Shell
plc either directly or indirectly has control. Entities and unincorporated
arrangements over which Shell has joint control are generally referred to as
“joint ventures” and “joint operations”, respectively. Entities over
which Shell has significant influence but neither control nor joint control
are referred to as “associates”. The term “Shell interest” is used for
convenience to indicate the direct and/or indirect ownership interest held by
Shell in an entity or unincorporated joint arrangement, after exclusion of all
third-party interest.

This announcement contains forward-looking statements (within the meaning of
the U.S. Private Securities Litigation Reform Act of 1995) concerning the
financial condition, results of operations and businesses of Royal Dutch
Shell. All statements other than statements of historical fact are, or may be
deemed to be, forward-looking statements. Forward-looking statements are
statements of future expectations that are based on management’s current
expectations and assumptions and involve known and unknown risks and
uncertainties that could cause actual results, performance or events to differ
materially from those expressed or implied in these statements.
Forward-looking statements include, among other things, statements concerning
the potential exposure of Royal Dutch Shell to market risks and statements
expressing management’s expectations, beliefs, estimates, forecasts,
projections and assumptions. These forward-looking statements are identified
by their use of terms and phrases such as “aim”, “ambition”,
‘‘anticipate’’, ‘‘believe’’, ‘‘could’’,
‘‘estimate’’, ‘‘expect’’, ‘‘goals’’,
‘‘intend’’, ‘‘may’’, ‘‘objectives’’,
‘‘outlook’’, ‘‘plan’’, ‘‘probably’’,
‘‘project’’, ‘‘risks’’, “schedule”, ‘‘seek’’,
‘‘should’’, ‘‘target’’, ‘‘will’’ and similar terms and
phrases. There are a number of factors that could affect the future operations
of Royal Dutch Shell and could cause those results to differ materially from
those expressed in the forward-looking statements included in this
announcement, including (without limitation): (a) price fluctuations in crude
oil and natural gas; (b) changes in demand for Shell’s products; (c)
currency fluctuations; (d) drilling and production results; (e) reserves
estimates; (f) loss of market share and industry competition; (g)
environmental and physical risks; (h) risks associated with the identification
of suitable potential acquisition properties and targets, and successful
negotiation and completion of such transactions; (i) the risk of doing
business in developing countries and countries subject to international
sanctions; (j) legislative, fiscal and regulatory developments including
regulatory measures addressing climate change; (k) economic and financial
market conditions in various countries and regions; (l) political risks,
including the risks of expropriation and renegotiation of the terms of
contracts with governmental entities, delays or advancements in the approval
of projects and delays in the reimbursement for shared costs; and (m) changes
in trading conditions. No assurance is provided that future dividend payments
will match or exceed previous dividend payments. All forward-looking
statements contained in this announcement are expressly qualified in their
entirety by the cautionary statements contained or referred to in this
section. Readers should not place undue reliance on forward-looking
statements. Additional risk factors that may affect future results are
contained in Royal Dutch Shell’s Form 20-F for the year ended December 31,
2018 (available at www.shell.com/investor and www.sec.gov). These risk factors
also expressly qualify all forward-looking statements contained in this
announcement and should be considered by the reader. Each forward-looking
statement speaks only as of the date of this announcement, August 1, 2019.
Neither Royal Dutch Shell plc nor any of its subsidiaries undertake any
obligation to publicly update or revise any forward-looking statement as a
result of new information, future events or other information. In light of
these risks, results could differ materially from those stated, implied or
inferred from the forward-looking statements contained in this announcement.

We may have used certain terms, such as resources, in this announcement that
the United States Securities and Exchange Commission (SEC) strictly prohibits
us from including in our filings with the SEC. US investors are urged to
consider closely the disclosure in our Form 20-F, File No 1-32575, available
on the SEC website www.sec.gov.

LEI number of Royal Dutch Shell plc: 21380068P1DRHMJ8KU70

Classification: Acquisition or disposal of the issuer’s own shares

 1  The existing shareholder authority to buy back shares granted at the
company's 2019 Annual General Meeting expires at the earlier of the close of
business on August 21, 2020, and the end of the date of the company's 2020
Annual General Meeting. The company expects to seek renewal of shareholder
authority to buy back shares at subsequent Annual General Meetings.



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