Shell announces next tranche of share buyback programme of $2.75 billion

HAGUE, Netherlands – Royal Dutch Shell plc today announced 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 July 29, 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, Shell said. 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 April 29, 2019 the company completed the previous tranche of its share buyback programme. In aggregate between July 26, 2018 and April 29, 2019, the company repurchased 215,743,543 A ordinary shares for an aggregate consideration of $6.75 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 618,256,457, which is the maximum pursuant to the authority granted by shareholders at the company’s 2018 Annual General Meeting1 minus the number of ordinary shares purchased in the aggregate previous tranches.

The shares bought back under the next tranche will be whichever of the A ordinary shares and/or B ordinary shares 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 22, 20181 , 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.

[1] The existing shareholder authority to buy back shares granted at the company’s 2018 Annual General Meeting expires at the earlier of the close of business on August 22, 2019, and the end of the date of the company’s 2019 Annual General Meeting. The company expects to seek renewal of shareholder authority to buy back shares at subsequent Annual General Meetings.