Scrip dividend

UK: The Market price of RDSA and RDSB on the London Stock Exchange on the dividend payment date as calculated in accordance with S272 (3) of the Taxation of Chargeable Gains Act 1992 is shown in the table below.

US: Under Shell’s Scrip Dividend Program, holders of A ADSs and B ADSs could elect to receive a dividend in cash or in A ADSs. In accordance with IRS rules, Shell reports the U.S. tax basis of A ADSs distributed as part of the scrip program. The table below summarizes that U.S. tax basis information. Supporting documentation (as described in Internal Revenue Code Sec. 6045B) is contained in the following summary table.

UK & US tax basis

On 28 February 2012 the First-tier Tribunal (Tax Chamber) of the United Kingdom released its decision on the case between HSBC Holdings PLC and the Bank of New York Mellon Corporation versus Her Majesty's Revenue and Customs (“HMRC”). This ruling established that Stamp Duty Reserve Tax (“SDRT”) is not due on the issue of shares to a US depositary.

As explained in the scrip reference announcement for the first quarter 2012 interim dividend made on the 16th of May 2012 and following quarters, the Reference ADS price no longer includes an adjustment for the deduction of SDRT. Given these changes, there is no longer a need to have an Alternative Reference ADS Price. Instead the Reference ADS Price applies to all A ADSs and B ADSs.

Previously, in the third and fourth quarter 2010 interim dividends and in all four quarterly 2011 interim dividend the depository bank for A ADSs and B ADSs, the Bank of New York Mellon (“BoNY”), took SDRT out of the scrip dividend and transferred this SDRT in pound sterling to HMRC.

For each whole ADS awarded as scrip dividend, this SDRT deduction equated to 1.5% of the Reference Share Price of the two A Shares underlying each new A ADS. For these six affected quarters this equates to the deductions per whole ADS awarded as scrip dividend provided by the following table:

Affected ADS holders might be able to reclaim these SDRT amounts deducted on previous issues under the Scrip Dividend Programme. HMRC has made an announcement on the 27th of April 2012 (PDF - 64KB) providing guidance about how claims to repayment should be made to HMRC.

ADS holders who wish to seek such refund of SDRT should speak to their tax advisor.