Unification of Royal Dutch and Shell Transport

Unification of Royal Dutch and Shell Transport

You have selected that you are an investor in Royal Dutch and wish to access information related to the Royal Dutch exchange offer and that you are resident in, and accessing this website in or from, Country Name and that you hold your interest in Royal Dutch Hague Registered Shares.

IMPORTANT NOTICE

Before downloading or viewing the Australian Prospectus, you must read the following and accept the terms set out on this page below. The information on this page does not form part of the Australian Prospectus.

The Offer

The offer to which the Australian Prospectus relates is being made only to persons receiving the Australian Prospectus within Australia who:

  • are Australian residents; AND
  • are EITHER holders of:

Royal Dutch Bearer Shares, being ordinary shares with a nominal value of €0.56 each in the capital of Royal Dutch held through the book-entry system of Euroclear Netherlands, or as the case may be, represented by share certificates to bearer provided with separate dividend coupons;

OR

Royal Dutch Hague Registered Shares, being ordinary shares in registered form with a nominal value of €0.56 each in the capital of Royal Dutch registered on the share register kept in The Hague, The Netherlands.

Lodgement of the Australian Prospectus with ASIC
A copy of the Australian Prospectus accessible on this website has been lodged with the Australian Securities and Investments Commission ("ASIC"). The Australian Prospectus is dated May 20, 2005 which is the date of lodgement with ASIC.

Warning
The information and electronic Australian Prospectus provided by this website are available to Australian-resident holders of RD Hague Shares or RD Bearer Shares accessing this website from within AUSTRALIA ONLY. If you are accessing this website from anywhere outside Australia, DO NOT download the electronic Australian Prospectus accessible through this website. By accessing the Australian Prospectus, you acknowledge and confirm that you are accessing it from within Australia.

The Australian Prospectus has 647 pages. The electronic copy of the Australian Prospectus consists of two files in Adobe Portable Document Format (PDF), the Australian supplement to the Royal Dutch Offer Document and the Listing Particulars, which is approximately 60 KB in size, and the Royal Dutch Offer Document and the Listing Particulars, which is approximately 2 MB in size. You should ensure that any copy you view or print is complete.

Acceptance of terms

By accessing or downloading the Australian Prospectus, I agree to the above terms, and confirm that I am a resident of Australia accessing this website from Australia. In addition, I represent, warrant and agree that I am not a resident of the United States or currently located in the United States, nor am I acting for the account or benefit of any person in the United States, a US person or any other foreign person, and that I will not make a copy of the Australian Prospectus available to, or distribute a copy of the Australian Prospectus to, any such non-Australian resident person.

If you have any questions about the Royal Dutch exchange offer or if you have not received your personalised acceptance form, you should contact ANT at + 31-800-0845 or +31-20-522-2510 or email to registers@ANT-trust.nl

Information for investors in Royal Dutch

On October 28, 2004, the Royal Dutch Boards and the Shell Transport Board announced that they had unanimously agreed, in principle, to propose to shareholders the unification of Royal Dutch and Shell Transport under a single new parent company, Royal Dutch Shell plc. To implement the proposal, Royal Dutch Shell made an offer (the "Offer") to acquire all of the issued and outstanding ordinary shares of Royal Dutch in exchange for Royal Dutch Shell Class A ordinary shares ("A" Shares) or American depositary receipts representing "A" Shares. The Offer acceptance period ended on July 18, 2005 at 11:00 pm Central European Time.

Subsequent Offer Acceptance Period

As announced on July 20, 2005, Royal Dutch Shell advises that a subsequent offer acceptance period beginning July 20, 2005 will expire at 3:00 p.m. Amsterdam time on August 9, 2005 (the "Subsequent Offer Acceptance Period"). During this period, holders of Royal Dutch Shares are permitted - subject to the terms of the Royal Dutch Offer documents - to tender any remaining Royal Dutch Shares.

The Subsequent Offer Acceptance Period is not an extension of the Offer and it will not affect the timing of the acceptance and delivery of Royal Dutch Shares previously tendered and accepted for exchange in the Offer. During the Subsequent Offer Acceptance Period there will be no withdrawal rights either for Royal Dutch Shares tendered for exchange in the Offer or for those tendered during the Subsequent Offer Acceptance Period. Royal Dutch Shell will promptly accept for exchange any Royal Dutch Shares tendered during the Subsequent Offer Acceptance Period at the same exchange ratio as in the Offer period (that is, two Royal Dutch Shell Class A ordinary shares for every Royal Dutch Share held in bearer or Hague registry form tendered and one Royal Dutch Shell Class A ADR (representing two Royal Dutch Shell Class A Shares) for every Royal Dutch Share held in New York registry form tendered).

Announcement made on May 19, 2005
Summary pdf icon197KB
Full Announcement pdf icon640KB
Announcement made on July 20, 2005
Information leaflet (including Q&A) for holders of Royal Dutch Hague Registered Shares pdf icon420KB
Offer Documentation
Australian Prospectus being :  
Australian supplement to the Royal Dutch Offer Document and the Listing Particulars pdf icon60KB
Royal Dutch Offer Document and Listing Particulars pdf icon2.0MB
The above PDF files comprise 1 document and should be downloaded and read together.  
The following documents are incorporated by reference into the Australian Prospectus:
The US Prospectus pdf icon707KB
Memorandum of Association of Royal Dutch Shell pdf icon85KB 
Articles of Association of Royal Dutch Shell adopted on May 17, 2005 pdf icon869KB
Solicitation/Recommendation Statement of Royal Dutch on Schedule 14D-9 pdf icon41KB
Royal Dutch's and Shell Transport's Annual Report on Form 20-F/A (Amendment No. 1) for the year ended December 31, 2004 (as filed on May 4, 2005) pdf icon944KB
Royal Dutch's and Shell Transport's Annual Report on Form 20-F/A (Amendment No. 2) for the year ended December 31, 2003 (as filed on March 7, 2005) pdf icon808KB
The following documents incorporated by reference into the US Prospectus:
Royal Dutch's and Shell Transport's Annual Report on Form 20-F/A (Amendment No. 1) for the year ended December 31, 2004 (as filed on May 4, 2005) pdf icon944KB
Royal Dutch's and Shell Transport's Report on Form 6-K relating to the First Quarter 2005 Financial Information (as furnished on May 9, 2005) pdf icon480KB
Royal Dutch's Report on Form 6-K relating to the results of the 2005 AGM (as furnished on July 5, 2005) pdf icon105KB
Solicitation/Recommendation Statement of Royal Dutch on Schedule 14D-9 pdf icon188KB
Royal Dutch's Report on Form 6-K relating to Sakhalin II Update (as furnished on July 14, 2005) pdf icon20KB
Royal Dutch Shell's Report on Form 6-K relating to the Financial Report 2004 (as furnished on July 20, 2005) pdf icon230KB
Other documents
Royal Dutch's Annual Report for the financial year ended December 31, 2004 is currently available on display at the offices of Royal Dutch, Royal Dutch Shell and ABN AMRO in The Hague and Breda, respectively, and will be made available for download on this website in due course.
Royal Dutch's Annual Report for the financial year ended December 31, 2003 pdf icon2.0MB
Royal Dutch's Annual Report for the financial year ended December 31, 2002 pdf icon2.0MB
Articles of Association of Royal Dutch dated May 31, 2002 pdf icon215KB
Solicitation/Recommendation Statement of Royal Dutch on Schedule 14D-9 pdf icon41KB
Amendment No. 1 to Schedule 14D-9 pdf icon43KB
Amendment No. 2 to Schedule 14D-9 pdf icon89KB
Amendment No. 3 to Schedule 14D-9 pdf icon69KB
Royal Dutch Shell’s tender offer statement on Schedule TO pdf icon49KB
Amendment No. 1 to Schedule TO pdf icon44KB
Amendment No. 2 to Schedule TO pdf icon52KB
Amendment No. 3 to Schedule TO pdf icon43KB
Amendment No. 4 to Schedule TO pdf icon48KB
Amendment No. 5 to Schedule TO pdf icon89KB
Amendment No. 6 to Schedule TO pdf icon90KB
Amendment No. 7 to Schedule TO pdf icon71KB