The SEC Settlement with Royal Dutch/Shell Transport
Eligibility for Payment
Questions about the Proof of Claim Form
After Your Proof of Claim is Submitted
Effect of Submitting a Proof of Claim
Getting More Information
The SEC Settlement with Royal Dutch/Shell Transport
1. What are the details of the SEC’s settlement with Royal Dutch Petroleum Company and The Shell Transport and Trading Company, PLC?
Royal Dutch Petroleum Company and Shell Transport and Trading Company (combined “Royal Dutch/Shell Transport”) paid approximately $120 million as part of the resolution of claims by the SEC that Royal Dutch/Shell Transport issued materially false and misleading financial statements in various reports and in filings with the SEC. The Royal Dutch/Shell Transport SEC Settlement (the “Fund”) will be distributed to eligible Royal Dutch/Shell Transport investors according to the terms of the Distribution Plan as approved by Judge John D. Rainey of the U.S. District Court for the Southern District of Texas on May 22, 2008.
Eligibility for a Payment
2. Who is eligible to participate in the distribution of the Fund?
If you purchased Eligible Securities (as defined in Question 5 below) between April 8, 1999 and March 17, 2004, inclusive (the “Settlement Period”), you are potentially eligible to participate in the distribution of the Fund.
3. Who is not eligible to participate in the distribution of the Fund?
You are not eligible to participate in the distribution of the Fund if you are or were:
a. a member of the Supervisory Board, a Managing Director or an officer of Royal Dutch; a Director, Managing Director or officer of Shell Transport; or a Director, Managing Director or officer of any of Royal Dutch or Shell Transport’s past or present Affiliates at any time during the Settlement Period (or an assign, creditor, heir, distributee, spouse, parent or child of any such person);
b. an employee of Royal Dutch/Shell Transport or any of its Affiliates who has been terminated for cause in connection with the allegations set forth in the SEC’s complaint in this action, or who was otherwise terminated or has resigned in connection with Royal Dutch/Shell Transport’s 2004 reclassification of its proved oil and gas reserves;
c. a defendant in any class action lawsuit related to the fraud described in the SEC’s complaints in this action (or any of such defendant’s Affiliates, assigns, creditors, heirs, distributees, spouses, parents, children, or controlled entities), unless and until (i) you have been found not liable in all such civil suits, (ii) the claims against you have been dismissed by a court of competent jurisdiction or (iii) you have been released from the class action settlement without incurring a monetary settlement with the class and have included proof of the findings with this timely filed Proof of Claim Form.
4. Do I have to prove I suffered a monetary loss on my purchases of Royal Dutch/Shell Transport stocks to be eligible?
No. The Distribution Agent will compute your eligible loss (if any) for you using the information you provide in your Proof of Claim Form.
5. What securities must have I purchased to be eligible to participate in the recovery?
The following securities are Eligible Securities under the terms of the Distribution Plan:
|
| Royal Dutch Petroleum (Amsterdam) | RD.AS | | NL0000009470 | 5202704 |
| Royal Dutch Petroleum (New York) | RD | 780257804 | US7802578044 | 2016748 |
| The Shell Transport and Trading Company (London) | SHEL.L | 822703104 | GB0008034141 | 803414 |
| The Shell Transport and Trading Company ADR (New York) | SC | 822703609 | US8227036097 | 2803445 |
Note: On December 21, 2005 the Royal Dutch Petroleum Company (“Royal Dutch”) and The Shell Transport and Trading Company, p.l.c. (“Shell Transport”) merged to form Royal Dutch Shell plc. (“Royal Dutch/Shell Transport”). As a result of the merger, the securities listed above were surrendered for shares or ADRs of Royal Dutch Shell, plc. at that time. The Class A ordinary shares and ADRs of such new securities represent interests in the former Royal Dutch Petroleum Company and the Class B ordinary shares and ADRs of such new securities represent interests in the former Shell Transport and Trading Company.
6a. I was a U.S. Royal Dutch/Shell Transport employee and acquired shares through one or more employee programs. Do these shares qualify me for a payment?
The eligibility of the shares acquired through the employee programs described in this section 6 (a) pertain only to U.S. employees of Royal Dutch Shell, and depend on which program you participated in. Additional information regarding Non-U.S. employees can be found below in FAQ # 6 (b).
- Shell Provident Fund/Royal Dutch Shell Stock Fund. The Trustee will file a claim on behalf of the Shell Provident Fund with respect to Shares purchased during the claim period through the Royal Dutch Stock Fund. Individual Fund participants do not need to take any action in connection with this claim. Any settlement proceeds received by the Fund will be allocated to Fund participants by the Fund Administrator. If you received an in-kind distribution of Shares from the Royal Dutch Shell Stock Fund during the claim period, these shares will be part of the claim filed by the Trustee of the Fund and individual Fund participants do not need to take any action.
- However, if you purchased shares outside of the Royal Dutch Shell Stock Fund, e.g., in an IRA or brokerage account, you should file a separate claim with the claims administrator.
- Global Employee Share Purchase Plan – US (GESPP-US). Shares acquired through the Royal Dutch/Shell Transport Global Employee Share Purchase Plan will generally qualify for a claim, which is to be filed by the individual participants in the Plan.
- Employee Stock Options. Shares purchased by exercising employee stock options will generally qualify for a claim, which is to be filed by the individual participant. However, the exercise of options from which you received cash only, and which did not result in the holding of shares, would not qualify for a claim. Note that the date you were granted an option is not relevant; the date you exercised the option is the relevant date when determining eligibility.
- Non-qualified, unfunded Plans (Benefit Restoration Plan, U.S. SEG Benefits Plan, Senior Staff Plan, Shell Trading Executive Deferral Plan). Interests acquired in the Non-qualified, unfunded Plans will not qualify for a claim. Participants in these Plans never actually purchased shares in Royal Dutch/Shell Transport, as required by the terms of the Distribution Plan.
- Stock Appreciation Rights (Alliance-Royal Dutch SARS). Similar to the Non-qualified, unfunded Plans, the Stock Appreciation Rights will not qualify for a claim, as the recipients of the Stock Appreciation Rights never actually purchased shares in Royal Dutch/Shell Transport.
Note that all claimants will need to provide documentation for each purchase, including the date of purchase and the number of shares.
6b. I was a Non-U.S. Royal Dutch/Shell Transport employee and acquired shares through one or more employee programs. Do the shares qualify me for a payment?
- SAYE/Shell Sharesave Scheme. The exercise of options with a purchase and sale on the same day, from which you received cash only, and which did not result in the holding of shares, would not qualify for a claim. Shares purchased by exercising employee stock options which resulted in the holding of shares will generally qualify for a claim. Note that the date you were granted an option is not relevant; the date you exercised the option is the relevant date when determining eligibility.
- Shell All Employee Share Ownership Plan (SAESOP). HBOS as Trustee of the Plan will file a claim on your behalf. Individual Plan participants do not need to take any action in connection with this claim. Any settlement proceeds received by the Plan will be allocated to Plan participants by the Plan Administrator. Please note - monies due can only be paid if your contact details on the SAESOP HBOS website are correct at www.halifax-online.co.uk. It is your responsibility to ensure these details are correct.
- Non-US Global Employee Share Purchase Plan (GESPP). HBOS as nominee will make a claim on your behalf. Individual Plan participants do not need to take any action in connection with this claim. Any settlement proceeds received by the Plan will be allocated to Plan participants by the nominee. Please note - monies due can only be paid if your contact details on the GESPP HBOS website are correct at www.eshareplan.com/shellgespp. It is your responsibility to ensure these details are correct.
- Stock Option Plan. The exercise of options with a purchase and sale on the same day, from which you received cash only, and which did not result in the holding of shares, would not qualify for a claim. Shares purchased by exercising employee stock options which resulted in the holding of shares will generally qualify for a claim. Note that the date you were granted an option is not relevant; the date you exercised the option is the relevant date when determining eligibility.
- Shell Petroleum Employees Share Ownership Plan and Shell Chemicals Ireland Employees Share Ownership Plan. Irish Pensions Trust Limited, as Trustee of the Plan will file a claim on your behalf. Individual Plan participants do not need to take action in connection with this claim. Any settlement proceeds received by the Trustee will be allocated to Plan participants by the Plan Administrator. Please note – monies due can only be paid if your contact details are held by the Plans’ administrator, Mercer Ireland Limited, Charlotte House CH 3-9, Charlemont Street, Dublin 2, Ireland. It is your responsibility to ensure these details are correct. The telephone help line is 01-411 8207 (353-1-411 8207 if you are calling from outside Ireland).
- Australian Employee Share and Save Plan. Shell Custodian Pty Ltd as Trustee of the Plan will file a claim on your behalf. Individual Plan participants do not need to take action in connection with this claim. Any settlement proceeds received by the Trustee will be allocated to Plan participants by the Plan Administrator. Please contact the Share Plan administrator for further information at 1800 888 195 or international +61 3 9615 9965.
- Vermögensbildung (German Plan). Shares purchased under this plan which resulted in the holding of shares will generally qualify for a claim. If you want to make a claim you should submit the claim form to the Settlement Administrator so that it is postmarked or received no later than the November 18th, 2008 deadline.
Note that shares acquired during the claim period i) through the FREE transfer of shares by a company in the Shell Group to an individual participant under a benefit plan, or ii) via a gift from a company in the Shell Group to an individual, will not qualify for a claim.
7. Do shares purchased by reinvesting dividends qualify for recovery?
Yes, shares purchased by reinvesting dividends are potentially eligible for recovery. Note that you must provide documentation for each purchase, including the date of purchase and the number of shares. If fractional shares were purchased, round to the nearest whole share.
8. What is considered my official date of purchase (or sale) of my shares of stock?
The “Trade Date” is the official date to use for your stock purchases and sales. Many broker transaction statements provide both a Trade Date and a Settlement Date. The Trade Date is the correct date to use for purposes of completing a Proof of Claim Form. Note that the method of paying for the shares, or the timing of payments made for the shares, does not factor into your eligibility.
9. I inherited (or received as a gift) Royal Dutch/Shell Transport shares. Am I eligible to file a claim?
Your eligibility is dependent upon when the shares were originally purchased. If the original owner purchased the shares during the Settlement Period, then you may be eligible to recover for those inherited or gifted shares. You must include copies of broker statements or other documentation of the original purchase with your claim. In addition, you must provide documentation of the transfer of the shares to you, such as the broker statements for the period in which the transfer occurred. In the case of an inheritance, you should attach copies (please do not send originals) of any legal documentation showing you are the legal recipient of these shares. If the original owner purchased the shares prior to the Settlement Period, the shares would not be eligible for recovery. In addition, shares gifted by Royal Dutch/Shell Transport, or by any affiliated company, to its employees will not be eligible for recovery.
10. Am I eligible to recover if I purchased Eligible Securities before April 8, 1999 or after March 17, 2004?
No, you will not be eligible to recover for losses incurred on shares purchased before April 8, 1999 or after March 17, 2004. The Distribution Plan approved by the Court provides that only purchasers of Eligible Securities between April 8, 1999 and March 17, 2004, inclusive, are potentially eligible for a recovery from the Fund.
Questions about the Proof of Claim Form
11. How do I file a claim?
You must complete and sign a Proof of Claim Form, attach required supporting documentation, and mail it to the Distribution Agent so that it is postmarked on or before November 18, 2008. Submit the completed Proof of Claim Form to:
12. How do I obtain a Proof of Claim Form?
You can download and print a Proof of Claim Form from the Fund website,
www.ShellSECSettlement.com, or you may ask the Distribution Agent to mail you a Proof of Claim form by calling toll free (866) 446-3412 or by writing to the address above in Question 12. Remember to provide your complete name and mailing address.
13. What is the deadline for submitting the Proof of Claim Form?
The Proof of Claim Form must be postmarked on or before November 18, 2008.
14. Do I need to submit supporting documents with my Proof of Claim Form?
Yes. You must provide with your completed Proof of Claim Form documentation of (a) the number of shares you held as of the close of markets on April 7, 1999, if any; (b) all of your purchases and sales of Eligible Securities during the Settlement Period; and (c) the number of shares you held as of the close of markets on March 17, 2004, if any. All documentation must identify the account owner’s name and account number (no handwritten modifications.) Please do not send the originals of your supporting documentation; be sure to provide copies. The types of documents that support your claim could include (but aren’t limited to):
- monthly stock brokerage or other investment account statements;
- broker trade confirmation slips; or
- a signed letter from your broker on firm letterhead verifying the information you have provided.
If you do not submit documents with your Proof of Claim Form to verify your holdings of Eligible Securities during the Settlement Period, we will be unable to validate your claim. It is anticipated that Deficiency Notices detailing any deficiencies that remain in your claim will be mailed on or before December 2008. You will have an opportunity to submit additional supporting documentation at this time.
15. What if I cannot provide all the supporting documents with my Proof of Claim Form?
It is very important that you provide copies of documents that support the positions and transactions listed on your Proof of Claim Form. Failure to do so may invalidate your claim. If you cannot locate these documents within your personal records, contact your broker or other account representative and request copies of the documents you need.
16. My broker is unable or unwilling to provide copies of the statements I need (and I cannot locate the statements within my personal records). What should I do?
If you cannot locate the required documentation, please call our toll-free number, (866) 446-3412, for additional assistance.
17. Will the information I send be kept confidential?
Yes. The Distribution Agent will protect the privacy of the information you provide. The information in your Proof of Claim Form and your supporting documents will be used solely for the purpose of processing your claim. RCB Fund Services LLC is a Safe Harbor Certified company. For more information, see our Privacy Policy located on this website.
18. Why does the Proof of Claim Form ask for my phone number and email address?
The Distribution Agent may need more information in order to process your Proof of Claim Form. The Proof of Claim Form asks for your phone number and email address so you can be contacted more promptly if additional information is needed.
19. I purchased Eligible Securities, but they were held in my broker’s name. Who should complete the Proof of Claim Form?
The beneficial owner of the eligible stocks should complete the Proof of Claim Form. If you purchased the stocks but they were registered in your broker’s name, you are the beneficial owner.
20. I held Eligible Securities in more than one account. Should I file separate Proof of Claim Forms?
You should include all of your purchases and sales of Eligible Securities during the Settlement Period on one Proof of Claim Form, even if they were purchased or held using several different brokers or representatives.
21. I participated in a Royal Dutch/Shell Transport stock purchase program that resulted in numerous monthly purchases and/or numerous quarterly dividend reinvestments. How should I proceed in filing a claim?
If your trade documentation contains transaction information for all of your share acquisitions, whether by periodic purchase or dividend reinvestment, you may write “see attached” where the share information is requested on pages 2 and 3 of the Proof of Claim Form, and provide us with copies of all applicable transaction statements. We will then process your claim based on the information on those statements and we will notify you if we require additional information.
22. If I was a co-owner of an Eligible Security, do we both need to sign the Proof of Claim Form?
Yes, all owners must sign. However, if your co-owner is deceased, please read the next question below.
23. What should I do if the investor has died? How should the Proof of Claim Form be completed?
If there is only one investor and that investor has died, the executor or administrator of the estate should sign the Proof of Claim Form and add his or her title (for example, “Executor of the Estate of John Doe”). If no estate was opened, or the estate is now closed, all the legal heirs of the investor should sign their names on the Release Form, and add the word “Heir”. In either circumstance, you should attach copies (please do not send originals) of any legal documentation providing evidence you are the executor or administrator of the estate, or the legal heir of the deceased.
If you had a co-owner who has died, you should sign the Proof of Claim Form yourself, and send copies of documents that show:
- The co-owner has died (for example, a copy of the death certificate); and
- You are legally entitled to the co-owner’s interest in the stocks.
After Your Proof of Claim Form is Submitted
24. Will I be notified whether my claim is accepted or rejected?
It is anticipated that Deficiency Notices will be mailed to Claimants with deficient or ineligible claims on or before December 2008. If your claim is deficient, we will provide an explanation of the deficiency and you will be provided an opportunity to cure the deficiencies. All information submitted in attempting to cure deficient claims must be received by the Distribution Agent no more than 30 days after the date your Deficiency Notice is mailed to you.
25. How much will I be paid if I am eligible?
If you are determined to be eligible, the amount of your recovery will be based on the dates of your purchases and sales, the number of shares you purchased and/or sold, and the level of artificial share price inflation on those dates resulting from Royal Dutch/Shell Transport’s allegedly false financial reports.
Your payment is based on your “Eligible Loss Amount”, which is calculated by first applying an “artificial inflation” amount (the amount of price inflation caused by the alleged misstatements) based on the date of each of your eligible purchases of common stock. Next, if the stock was later sold, a separate “artificial inflation” amount for the date of sale was subtracted in order to arrive at a loss per share amount. The artificial inflation amounts were developed by an expert economist and approved by the Court. Your eligible loss per share is computed for all purchases and sales, and then added together to arrive at your total eligible loss amount.
If the total amount of all eligible claims exceeds the amount available in the Fund, each claimant will receive a pro rata payment.
You can read a more detailed explanation of how payment amounts are calculated and view the artificial inflation tables in the Appendices of the Distribution Plan, available on this website.
26. When will I receive my payment?
Payments for the Shell SEC Settlement began June 16, 2009 and will continue for the next few weeks.
Please note that depositing or cashing a check received from the Shell SEC Settlement will not forfeit or
change any rights you may have against any party (other than the Distribution Agent and his Agents),
including the Non-U.S. Securities Class Action pending in the Amsterdam Court of Appeals or the U.S.
Class Action, In re Royal Dutch/Shell Transport Securities Litigation, pending in the U.S. District Court in
New Jersey. Also note that if you filed an appeal to the Court regarding the status of your claim in the Shell SEC
Settlement, once the Court makes a determination regarding your appeal you will receive the appropriate
check without any further action required on your part, if you are ultimately found to be eligible for a
recovery. If you submitted a claim and are determined to be eligible for the Shell U.S. Class Action Settlement,
you will receive a separate payment relating to that case at a later date. Please visit
www.shellclassactionsettlement.com regarding the U.S. Class Action to determine your rights to
recover in that case. For information regarding the Non-U.S. Class Action Settlement, please visit
www.royaldutchshellsettlement.com.
What is the minimum distribution?
Pursuant to paragraph 52 of the Distribution Plan and an Order entered by the Court, a $50 minimum
distribution has been approved with respect to each Approved Claim that would otherwise have been
entitled to a distribution of less than the $50 minimum.
Why is the amount of my check so small?
We understand that the enclosed payment is only a partial recovery of your investment losses attributable
to the alleged fraud that occurred at Royal Dutch and Shell Transport, but we received over 165,000
eligible claims with eligible losses totaling over $4 billion, and are satisfying all of these claims with the
much more limited funds recovered in the Shell SEC Settlement.
How long do I have to cash my check?
You must cash your check within 120 days of the date on the check. Checks that are not cashed within
120 days will be voided and payment will be stopped. Your claim will then be extinguished and the funds
will be returned to the Fair Fund.
How many checks will I receive? Are there multiple distributions?
Eligible Claimants will receive only one check for the Shell SEC Settlement. There will not be multiple
distributions.
27. Will I have to pay taxes on my payment?
You will receive information from the Fund’s Tax Administrator with your check. The taxability of any payment you receive will depend on your own individual tax circumstances. We cannot provide tax or other legal advice on this matter. If you have tax questions, you should contact a local tax preparer or advisor. IRS 1099 Forms will not be issued for the Settlement.
28. What should I do if I move after I submit my Proof of Claim Form?
If you move after you file your Proof of Claim, please be sure to provide your new address to ensure that we are able to contact you in the event you are eligible to receive a payment. You can update your address by calling (866) 446-3412, sending an email to info@ShellSECSettlement.com, or writing to:
Effect of Submitting a Proof of Claim
29. Am I giving up any legal rights by filing a Proof of Claim Form?
No. By submitting a Proof of Claim Form, you are not forfeiting any rights or claims you may have against Royal Dutch/Shell Transport, its past and present directors, officers, advisors or agents (other than with respect to the Distribution Agent). Even if you receive money from the Fund, you will still retain the right to file your own lawsuit or participate in any class action lawsuits against Royal Dutch/Shell Transport relating to your purchases of shares in either Royal Dutch or Shell Transport.
30. If I submit a claim, may I still sue or join a class action against Royal Dutch/Shell Transport?
Yes. Because you are not forfeiting any legal rights by submitting a claim, you may, if you wish, file your own lawsuit or participate in a class action lawsuit against Royal Dutch/Shell Transport.
31. Is this case a class action?
No, this Settlement Fund is the result of a civil enforcement action brought by the SEC, an agency of the federal government.
32. What should I do if I decide I do not want to submit a Proof of Claim Form?
Your participation in the Royal Dutch/Shell Transport SEC Settlement Fund is voluntary. If you do not wish to participate and potentially receive a payment, do not complete or send in a Proof of Claim Form. Nothing further is required. Please remember, if your Proof of Claim Form is not postmarked on or before November 18, 2008, you will not be eligible to receive a payment from the Fund.
Getting More Information
33. I still have some questions. Who can I contact?
If you have additional questions, you may:
- Call toll-free (866) 446-3412 , Monday through Friday between 8:30am and 5:00pm, Eastern Time;
- Send an email to info@ShellSECSettlement.com; or
- Write to: