FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of February 2019
Commission File Number 1-32575
Royal Dutch Shell plc
(Exact name of registrant as specified in its charter)
30, Carel van Bylandtlaan, 2596 HR The Hague
The Netherlands
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐. No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
The following is the text of an announcement released to the London Stock Exchange by Royal Dutch Shell plc on February 25, 2019
NOTIFICATION AND PUBLIC DISCLOSURE IN ACCORDANCE WITH THE REQUIREMENTS OF THE EU MARKET ABUSE REGULATION OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES
February 25, 2019
Royal Dutch Shell plc announces that each of the following Persons Discharging Managerial Responsibilities (“PDMRs”) have received the number of shares as set out below. Following shareholder approval of the Directors’ Remuneration Policy at the 2017 Annual General Meeting, the Deferred Bonus Plan was removed and 50% of the PDMR’s annual bonus is delivered in cash and 50% is delivered in shares. Shares are subject to a three-year holding period, which continues to apply after PDMRs leave employment.
The Directors’ Remuneration Policy can be found in the Royal Dutch Shell plc Annual Report and Form 20-F for the year ended December 31, 2017 (www.shell.com/annualreport).
| PDMR |
Date Acquired | Share Type | Number of shares delivered |
|||||||
| Ben van Beurden |
February 22, 2019 | RDSA | 28,045 | |||||||
| Jessica Uhl |
February 22, 2019 | RDSA | 14,490 | |||||||
| Harry Brekelmans |
February 22, 2019 | RDSA | 9,676 | |||||||
| Andrew Brown |
February 22, 2019 | RDSB | 13,059 | |||||||
| Ronan Cassidy |
February 22, 2019 | RDSB | 7,537 | |||||||
| Donny Ching |
February 22, 2019 | RDSA | 7,965 | |||||||
| Maarten Wetselaar |
February 22, 2019 | RDSA | 12,976 | |||||||
The Notification of Dealing Form for each PDMR can be found below.
This notification is made in accordance with Article 19 of the EU Market Abuse Regulation.
Anthony Clarke
Deputy Company Secretary
ENQUIRIES
Shell Media Relations
International, UK, European Press: +44 20 7934 5550
Shell Investor Relations
Europe: + 31 70 377 4540
United States: +1 832 337 2034
LEI number of Royal Dutch Shell plc: 21380068P1DRHMJ8KU70
Classification: Additional regulated information required to be disclosed under the laws of a Member State.
| 1. Details of the person discharging managerial responsibilities/person closely associated | ||
| First Name(s) |
Ben | |
| Last Name(s) |
van Beurden | |
| 2. Reason for the notification | ||
| Position/status |
Chief Executive Officer | |
| Initial notification/ amendment |
Initial notification | |
| 3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| Full name of the entity |
Royal Dutch Shell plc | |
| Legal Entity Identifier code |
21380068P1DRHMJ8KU70 | |
| 4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | ||
| Description of the financial instrument |
A ordinary shares of €0.07 each | |
| Identification Code |
GB00B03MLX29 | |
| Nature of the transaction |
Delivery of 50% of bonus in shares | |
| Currency |
EUR | |
| Price |
27.75 | |
| Volume |
28,045 | |
| Total |
778,248.75 | |
| Aggregated information Volume Price Total |
28,045 27.75 778,248.75 | |
| Date of transaction |
22/02/2019 | |
| Place of transaction |
Amsterdam | |
| 1. Details of the person discharging managerial responsibilities/person closely associated | ||
| First Name(s) |
Jessica | |
| Last Name(s) |
Uhl | |
| 2. Reason for the notification | ||
| Position/status |
Chief Financial Officer | |
| Initial notification/ amendment |
Initial notification | |
| 3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| Full name of the entity |
Royal Dutch Shell plc | |
| Legal Entity Identifier code |
21380068P1DRHMJ8KU70 | |
| 4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | ||
| Description of the financial instrument |
A ordinary shares of €0.07 each | |
| Identification Code |
GB00B03MLX29 | |
| Nature of the transaction |
Delivery of 50% of bonus in shares | |
| Currency |
EUR | |
| Price |
27.75 | |
| Volume |
14,490 | |
| Total |
402,097.50 | |
| Aggregated information Volume Price Total |
14,490 27.75 402,097.50 | |
| Date of transaction |
22/02/2019 | |
| Place of transaction |
Amsterdam | |
| 1. Details of the person discharging managerial responsibilities/person closely associated | ||
| First Name(s) |
Harry | |
| Last Name(s) |
Brekelmans | |
| 2. Reason for the notification | ||
| Position/status |
Projects & Technology Director | |
| Initial notification/ amendment |
Initial notification | |
| 3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| Full name of the entity |
Royal Dutch Shell plc | |
| Legal Entity Identifier code |
21380068P1DRHMJ8KU70 | |
| 4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | ||
| Description of the financial instrument |
A ordinary shares of €0.07 each | |
| Identification Code |
GB00B03MLX29 | |
| Nature of the transaction |
Delivery of 50% of bonus in shares | |
| Currency |
EUR | |
| Price |
27.75 | |
| Volume |
9,676 | |
| Total |
268,509.00 | |
| Aggregated information Volume Price Total |
9,676 27.75 268,509.00 | |
| Date of transaction |
22/02/2019 | |
| Place of transaction |
Amsterdam | |
| 1. Details of the person discharging managerial responsibilities/person closely associated | ||
| First Name(s) |
Andrew | |
| Last Name(s) |
Brown | |
| 2. Reason for the notification | ||
| Position/status |
Upstream Director | |
| Initial notification/ amendment |
Initial notification | |
| 3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| Full name of the entity |
Royal Dutch Shell plc | |
| Legal Entity Identifier code |
21380068P1DRHMJ8KU70 | |
| 4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | ||
| Description of the financial instrument |
B ordinary shares of €0.07 each | |
| Identification Code |
GB00B03MM408 | |
| Nature of the transaction |
Delivery of 50% of bonus in shares | |
| Currency |
GBP | |
| Price |
24.19 | |
| Volume |
13,059 | |
| Total |
315,897.21 | |
| Aggregated information Volume Price Total |
13,059 24.19 315,897.21 | |
| Date of transaction |
22/02/2019 | |
| Place of transaction |
London | |
| 1. Details of the person discharging managerial responsibilities/person closely associated | ||
| First Name(s) |
Ronan | |
| Last Name(s) |
Cassidy | |
| 2. Reason for the notification | ||
| Position/status |
Chief Human Resources & Corporate Officer | |
| Initial notification/ amendment |
Initial notification | |
| 3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| Full name of the entity |
Royal Dutch Shell plc | |
| Legal Entity Identifier code |
21380068P1DRHMJ8KU70 | |
| 4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | ||
| Description of the financial instrument |
B ordinary shares of €0.07 each | |
| Identification Code |
GB00B03MM408 | |
| Nature of the transaction |
Delivery of 50% of bonus in shares | |
| Currency |
GBP | |
| Price |
24.19 | |
| Volume |
7,537 | |
| Total |
182,320.03 | |
| Aggregated information Volume Price Total |
7,537 24.19 182,320.03 | |
| Date of transaction |
22/02/2019 | |
| Place of transaction |
London | |
| 1. Details of the person discharging managerial responsibilities/person closely associated | ||
| First Name(s) |
Donny | |
| Last Name(s) |
Ching | |
| 2. Reason for the notification | ||
| Position/status |
Legal Director | |
| Initial notification/ amendment |
Initial notification | |
| 3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| Full name of the entity |
Royal Dutch Shell plc | |
| Legal Entity Identifier code |
21380068P1DRHMJ8KU70 | |
| 4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | ||
| Description of the financial instrument |
A ordinary shares of €0.07 each | |
| Identification Code |
GB00B03MLX29 | |
| Nature of the transaction |
Delivery of 50% of bonus in shares | |
| Currency |
EUR | |
| Price |
27.75 | |
| Volume |
7,965 | |
| Total |
221,028.75 | |
| Aggregated information Volume Price Total |
7,965 27.75 221,028.75 | |
| Date of transaction |
22/02/2019 | |
| Place of transaction |
Amsterdam | |
| 1. Details of the person discharging managerial responsibilities/person closely associated | ||
| First Name(s) |
Maarten | |
| Last Name(s) |
Wetselaar | |
| 2. Reason for the notification | ||
| Position/status |
Integrated Gas and New Energies Director | |
| Initial notification/ amendment |
Initial notification | |
| 3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| Full name of the entity |
Royal Dutch Shell plc | |
| Legal Entity Identifier code |
21380068P1DRHMJ8KU70 | |
| . | ||
| Description of the financial instrument |
A ordinary shares of €0.07 each | |
| Identification Code |
GB00B03MLX29 | |
| Nature of the transaction |
Delivery of 50% of bonus in shares | |
| Currency |
EUR | |
| Price |
27.75 | |
| Volume |
12,976 | |
| Total |
360,084.00 | |
| Aggregated information Volume Price Total |
12,976 27.75 360,084.00 | |
| Date of transaction |
22/02/2019 | |
| Place of transaction |
Amsterdam | |
This Report on Form 6-K is incorporated by reference into:
a) the Registration Statement on Form F-3 of Royal Dutch Shell plc and Shell International Finance B.V. (Registration Numbers 333-222005 and 333-222005-01); and
b) the Registration Statements on Forms S-8 of Royal Dutch Shell plc (Registration Numbers 333-126715, 333-141397, 333-171206, 333-192821, 333-200953, 333-215273, 333-222813 and 333-228137).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Royal Dutch Shell plc (Registrant) | ||
| By: | A Clarke | |
| Name: | A Clarke | |
| Title: | Deputy Company Secretary | |
| Date: February 26, 2019 | ||