Zack Brown, an Arctic Wilderness Associate for the U.S. Public Interest Research Group arrived in London last Wednesday morning on an overnight flight from Washington DC. The sole purpose of his mission was to purchase sufficient shares in Royal Dutch Shell plc to enable a resolution to be submitted for inclusion on the agenda for Shell’s AGM in May 2006 relating to Shell’s exploration plans for the Arctic Wilderness. A resolution put forward on this basis has to have the support of 100 shareholders before being considered for inclusion.
Mr Brown had a meeting at The Shell Centre later the same day with Royal Dutch Shell Plc Assistant Company Secretary, Mr Mark Edwards. The events surrounding what unfortunately turned out to be an unsuccessful mission are set out in the correspondence below. It was unsuccessful despite the fact that Mr Brown had the necessary funds and shareholder names. I will leave it to readers to draw their own conclusions from the correspondence.
I have removed most telephone and fax numbers as it does not seem appropriate to publish them on the Internet. The exception is the contact information for Zack Brown which he has previously given us permission to publish.
For the attention of Mr Gerard Paulides
Shell International Ltd
Group Investor Relations
FI Division
Shell Centre
London SE1 7NA, United Kingdom.
Telephone: Fax:
Dear Gerard
I am an existing shareholder in Royal Dutch Shell Plc.
I have been asked by the Zack Brown, an Arctic Wilderness Associate of the U.S. Public Interest Research Group to assist in purchasing 100 shares in Royal Dutch Shell Plc so that it is possible for their organisation to put a resolution on the agenda for the Shell AGM on 16 May 2006. I should make it clear that I am not authorised to speak on their behalf and this communication is therefore entirely at my initiative. I understand that a deadline is fast approaching for the introduction of any such resolution.
I have already been in contact with Lloyds TSN Registrars but it has not thus far been possible to obtain answers to questions on this matter. I have also spoken to my own stockbrokers via HSBC Bank and have been informed that I can act as a nominee and purchase 100 shares at a cost of £29.95 each which includes admin charges. The shares could then each be transferred in to a different shareholders name, in this instance US citizens. However it would take up to 5 working days for the names to appear on the register of shareholders, which probably takes us over the deadline.
I am sure that Shell would like to assist in any reasonable way that it can to facilitate the important issues relating to oil exploration in the Arctic Wilderness to be put before shareholders. I would therefore be most grateful for your answers to the following questions.
What is the deadline for submitting a shareholder resolution?
Would Shell accept a confirmation from share brokers that the shares had been purchased provided evidence was supplied of individual shareholder names?
If the answer to the above question is no, can I go to Lloyds Registrars with the cash to purchase 100 shares on the spot, in which case I would supply the names of the individual shareholders. If this can be done could you very kindly give me a contact name and phone number?
As there appears to be great urgency attached to this matter I would be most grateful for your reply ASAP.
My telephone number is:
I will also send a copy of this communication by fax.
Yours sincerely
John Donovan
Hello Zack
I had a long informative chat with Mark Edwards, the assistant Company Secretary of Royal Dutch Shell Plc.
He says that you have also been in contact and that an email has been sent to you.
This is what he told me.
The deadline is 1st March for a non defamatory resolution to be filed.
All shareholder names/addresses must be straightforward i.e. no nominees names or addresses.
If deadline is missed the resolution could still be added but it would need to be filed 6 weeks before the AGM. However you would have to meet the distribution and postal costs estimated at between £70,000 and £100,000. This would appear to rule out that option.
He says that you would need to act with great speed to meet the 1st March deadline and has given me the name and phone number of a person to contact at Lloyds TSB: Mr Bert Groves on 01903 XXXXXX. Unfortunately he is not available tomorrow, so I hope you were given this information and have already been in contact. If you have not already done so I understand that someone else will answer his phone tomorrow and hopefully deal with the matter.
Mark suggested in any event that you should seek legal advice about your plans. Basically Shell considers the issues involved to be important and would be happy to see a resolution on the subject.
No doubt I will hear from you.
23rd February 2006
Mr. Maarten A van den Bergh
Lloyds TSB Group
25 Gresham Street
Dear Mr. Maarten van den Bergh

U.S. Public Interest Research Group

I am writing to you on an urgent matter both in your capacity as Chairman of the Lloyds TSB Group and a main board director of Royal Dutch Shell Plc. It concerns oil exploration in the Arctic Wilderness and associated vitally important issues, including for example the fate of the Caribou, Bowhead Whale and Polar Bear.
I attach a copy of a self-explanatory letter to Shell International Limited concerning Mr. Zack Brown, an Arctic Wilderness Associate of the U.S. Public Interest Research Group. I have also supplied a copy of a subsequent email that I sent to Mr. Brown following a conversation with Mr. Mark Edwards, the Assistant Company Secretary of Royal Dutch Shell Plc. By that time, Mr. Brown had already spoken by telephone to Mr. Edwards. All of these communications took place on Tuesday 21st February.
As a result, Mr. Brown decided to take an overnight flight to London from Washington DC and had a meeting with Mr. Edwards at The Shell Centre yesterday. He advised Mr. Edwards of his plans to visit Lloyds Registrars at Worthing with me today to purchase the relevant shares. No attempt was made to dissuade him from making the visit. Indeed, the impression given to Mr. Brown was the same as that given on Tuesday i.e. Shell would be happy to see a resolution on the agenda as it recognizes the importance of the issues involved. Obviously the text of the resolution would be subject to normal constraints.
When we arrived at Lloyds TSB Registrars at 12.30 today, we were politely asked by an official to wait in a meeting room while enquiries were made. After about half an hour, the same gentlemen explained that your share broker division – Shareview Dealing – carries out Shell share trades on a Tuesday only and that as a consequence the deadline of shareholder names appearing on the relevant registrar by 6pm on Wednesday 1 March 2006 could not be met. The gentleman involved seemed uncomfortable with the information he had been asked to pass on. His hands were trembling when he said that his instructions were that Lloyds TSB Registrars was unwilling to bend the rules – your standard terms and conditions – to facilitate the purchase and registration of the shares in time to meet the deadline.
Under all of the circumstances, including your senior management roles in both companies, I am appealing to you to look into the situation as a matter of urgency. The fact that Zack Brown got on the first plane to London after the encouraging response from Mr. Edwards demonstrates how passionate he and his highly regarded organization are about this worthy cause which they, and apparently Shell, believes is deserving of consideration at the Royal Dutch Shell Plc AGM. As time is of the essence, I would be most grateful for your reply ASAP.
It would be unfortunate if anyone was left with a suspicion, perhaps unfairly, that while Shell was making encouraging noises about the prospect of a resolution on this matter, an apparently insurmountable obstacle, which is actually purely of an administrative nature, is being used to thwart Mr. Brown’s important mission.
Mr. Brown is waiting in London in the hope that your intervention will allow him to return to Worthing to purchase the shares. He has the required shareholder names and the funds. With your help and some goodwill, I am sure the effort could be made to allow his laudable objective to be achieved.
My telephone number is:
Email address for Mr. Zack Brown:
Yours sincerely
John Donovan
24th February 2006
Mr. Michiel Brandjes
Company Secretary
Royal Dutch Shell Plc
Shell Centre
Dear Mr. Brandies
RE: Mr. Zack Brown, U.S. Public Interest Research Group
I attach for your information a copy of a self-explanatory letter sent by fax to Mr. Maarten van den Bergh yesterday evening. I am sure that your Mr Mark Edwards has advised you of this matter.
I am a Royal Dutch Shell shareholder and have a long standing interest in the activities of Shell. I was asked by the U.S. Public Interest Research Group to do what I can to assist in this matter.
Mr. Brown is still attempting to purchase shares via a broker but it seems that time has run out unless Lloyds TSB Registrars relent and bend their admin rules to allow Mr. Brown to purchase and registrar Royal Dutch Shell Plc shares within the deadline set by Shell.
Is it possible for you to intervene with Lloyds TSB Registrars bearing in mind the factors and issues set out in the attached letters?
Yours sincerely
John Donovan
cc. Mr Jeroen van der Veer, Chief Executive, Royal Dutch Shell Plc.
Dear Mr Donovan,
Royal Dutch Shell plc.
The Chairman's Office of Lloyds TSB Group plc has asked me to reply to your faxed letter addressed to our Chairman, Mr. Maarten van den Bergh dated 23rd February 2006 and received earlier today.
I would refer you to our telephone conversation at 2 p.m. today, in which I explained the role and function Lloyds TSB Registrars fulfil in the provision of registration services to Royal Dutch Shell pic (“RDS”). As Registrar we are responsible to RDS for the maintenance and administration of their register of members. This principal role is entirely separate to share dealing services which we offer as a secondary service to shareholders.
Our understanding is that Mr Edwards met with Mr Brown on 22nd February and Mr Edwards explained that it was pointless in Mr Brown visiting us in Worthing in person to purchase shares.
It is unusual for shareholders to visit our offices and the gentleman that dealt with the enquiry was correct in advising Mr Brown that we could only deal with any applications to purchase shares in accordance with our share dealing terms and conditions. We could not make any special facility available which breached these rules.
Mr Brown has contacted me by telephone this afternoon to arrange for the transfer of shares into various individuals names. I have now explained the procedures to him and provided the necessary form by email for him to print, complete and return to us duly signed and fully completed in order that the new holders can appear on the register by 6 p.m. Wednesday 01 March.
I do not feel that Lloyds TSB Registrars has placed any insurmountable obstacle of an administrative nature in the way of Mr Brown's attempts to make the necessary changes to the RDS share register by the deadline set by the company.
If I can be of any further assistance, please do not hesitate to contact me using my direct line ……
Yours sincerely,
Bert Groves
Senior Relationship Manager
26 February 2006
Mr. Bert Groves
Senior Relationship Manager
Lloyds TSB Registrars
The Causeway, Worthing
West Sussex
BN99 6DA
Dear Mr. Groves
Thank you for your letter dated 24 February 2006. When I visited your offices on Thursday I was unaware that Mr Brown had not telephoned you in advance to make arrangements using the phone number which Royal Dutch Shell Plc Assistant Company Secretary, Mr Mark Edwards, had kindly provided to me during our first telephone conversation.
After drafting my subsequent letter to Mr. Maarten van den Bergh, I sent a copy to Mr Brown for his approval. He added a few words but made no alteration or comment in respect of my remark that no attempt was made to dissuade him from visiting your offices. Perhaps he had not noticed it or was keen for the fax to be sent without delay. I made the comment in good faith, but from what you say, I accept that it was unfounded.
Mr. Brown is passionate in a worthy cause and I guess that these apparent lapses were an example of a “can do” attitude for which Americans are renowned – a quality we are sometimes lacking. He was probably also anxious about achieving the objective of his visit to London – the sole purpose of his trip.
It is only fair to acknowledge that Mr. Edwards responded quickly, politely and directly to my faxed letter and fully answered the questions I had raised. It is however most unfortunate that Shell has not been prepared to go beyond making encouraging noises.
With regards to your Terms and Conditions, rules cannot cover every situation and can be bent if deemed appropriate in exceptional circumstances. They are made by man, not set in stone by our maker. What it comes down to is whether the plan to purchase shares by the deadline was a physical impossibility or was thwarted by an artificial technicality i.e. a stipulation that Shell shares trades are only processed by Lloyds TSB on a Tuesday.
With regards to our telephone conversation on Friday, I was left with the impression that Lloyds TSB Registrars are pointing the finger at Shell saying that Shell could change the 6pm 1 March deadline, while Shell is in turn passing the buck to Lloyds TSB Registrars and your Terms & Conditions.
Although everyone seems to agree that the fate of wild life in the Arctic Wilderness is deserving of consideration by shareholders at the 2006 Royal Dutch Shell Plc AGM, it now seems most unlikely to happen.
This is all extremely disappointing bearing in mind that Mr Brown had the funds, the shareholder names and a UK citizen available (me) to purchase the necessary shares when he was at the Shell Centre last Wednesday with Mr. Mark Edwards. This was a week before the 6pm 1 March deadline for submitting a resolution – a deadline imposed by Shell which claims that it is happy to see such a resolution on the agenda.
I have not heard anything from Zack Brown since Friday evening so I do not know what his plans are. He asked during our last conversation if I would be willing to travel to Worthing on Tuesday if he succeeds in transferring shares in time. I said that I would, but I doubt very much that he will be able to make arrangements by then. My guess is that he has returned to Washington DC.
My conscience is at rest in the knowledge that I have also done everything possible to try to help.
Shell has previously stated that it should be judged by its deeds, not by its words. It is not too late to go beyond encouraging noises bearing in mind the exceptional importance of the issues which are at stake.
I will be writing separately to Mr Maarten van den Bergh with whom my father and I corresponded when he was President of Royal Dutch Petroleum.
I would now like to turn to another matter; my fathers holding in The “Shell” Transport And Trading Company Plc. I attach his letters dated 21 June 2004 and 8 February 2006 to Lloyds TSB Registrars plus a response dated 13 February 2006. Basically he had a holding in Shell from 1994, but it was apparently reduced to “nil” for some unspecified reason on 20 July 2005, even though he had faxed the letter in June 2004 giving his new address. I suspect that your Terms and Conditions will be a factor in what has happened.
Yours sincerely
John Donovan
Mr. Maarten van den Bergh, Chairman, Lloyds TSB Banking Group PLC
Mr. Mark Edwards, Assistant Company Secretary, Royal Dutch Shell PLC
Mr. Jeroen van der Veer, Chief Executive, Royal Dutch Shell Plc
Mr Zack Brown, U.S. Public Interest Research Group
My telephone number: Mobile:
John – Thanks again for your help. You write in your letter that, “My conscience is at rest in the knowledge that I have also done everything possible to try to help.” I couldn’t agree more. I wouldn’t have made any progress at all without your help and hope that we can work together in the future (we’ve already begun planning for the 2007 AGM). If there is anything that U.S. PIRG can do to help you with your work, do not hesitate to ask. Thanks again, John.
Zack Brown
Arctic Wilderness Associate

U.S. Public Interest Research Group
218 D Street, SE
Washington, DC 20003
202-546-9707 – 202-546-2461 fax
By Zack Brown
For the past seven years, the U.S. Public Interest Research Group (U.S. PIRG) Education Fund has led a broad coalition of environmental groups, financial organizations, investors, religious groups, students, activists and citizens in a campaign targeting oil companies that have expressed interest in drilling in the coastal plain of the Arctic National Wildlife Refuge.
The campaign has made progress with BP and ConocoPhillips, who have stopped lobbying in support of drilling in the Arctic Refuge, and have stated that drilling in the area is not a priority.
Our campaign continues to push Chevron and ExxonMobil on the Arctic, but in 2006 most of our attention will focus on Royal Dutch Shell. In March of 2005, Royal Dutch Shell bid $44 million for rights to explore for oil off the coast of the Arctic National Wildlife Refuge. With the acquisition of these leases, Royal Dutch Shell is now part of the contentious and controversial debate regarding the future of America’s Arctic.
Our organizations have repeatedly urged oil companies operating in Alaska to stay out of the Arctic Refuge and have often filed shareholder resolutions as part of this effort. We are currently working with concerned shareholders on the filing of a shareholder resolution for the Royal Dutch Shell 2006 annual meeting.
Our goal is to engage shareholders to call on Royal Dutch Shell to prepare a report on the negative impacts drilling in the Arctic Refuge would have on the environment, human rights of the Gwich’in and Inupiat peoples, and the company’s reputation. We believe that drilling in the Refuge would negatively affect the human rights of the Gwich’in and Inupiat peoples; cause irreparable harm to migratory birds, musk oxen, polar bears and the 130,000 member caribou herd; and negatively affect the company’s reputation for years to come.
As a part of our effort, we are building a large pool of individual Royal Dutch Shell common stock investors. If you, or anyone you know owns Royal Dutch Shell common stock (RDS-A or RDS-B) please contact Zack Brown at the U.S. Public Interest Research Group Education Fund prior to February 22nd at
Zack Brown
Arctic Wilderness Associate
U.S. Public Interest Research Group
218 D Street, SE
Washington, DC 20003
202-546-9707 – 202-546-2461 fax

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