exv4w1



 


Exhibit 4.1



	 	An 	Agreement made the fifth day of July one
thousand nine hundred and seven between the Koninklijke
Nederlandsche Maatschappij Tot Exploitatie Van
Petroleumbronnen in Nederlandsche-Indie a Company
incorporated under the laws of the Kingdom of Holland
(hereinafter called the Royal Dutch Company) of the one
part and The “Shell” Transport and Trading Company Limited
a Company incorporated in England under the Companies Acts
1862 to 1900 (hereinafter called “the Shell Company”) of
the other part.



WHEREAS De Bataafsche Petroleum Maatschappij hereinafter called “the Bataafsche
Company”) is a Company incorporated under the laws of the Kingdom of Holland
and having a capital of 80,000,000 guilders divided into five shares of
16,000,000 guilders each whereof three are held by the Royal Dutch Company or
its nominees and two by the Shell Company or its nominees:


     And whereas the Anglo-Saxon Petroleum Company Limited (hereinafter called
“the English Company”) is a Company incorporated in England under the Companies
Acts 1862 to 1900 and having a capital of £4.000.000 divided into 400,000
shares of £10 each whereof 240,000 are held or about to be held by the Royal
Dutch Company or its nominees and 160,000 by the Shell Company or its nominees:


     And whereas the Royal Dutch Company and the Shell Company have agreed to
enter into the arrangements hereinafter set forth Now it is hereby agreed as
follows:—


     1.     Notwithstanding anything contained in the statutes of the Bataafsche
Company or the Articles of Association of the English Company the following
provisions shall have effect namely:—



	 	(a)	 	Unless and until otherwise agreed in writing between the
parties hereto the Royal Dutch Company shall continue to hold in the
name or names of itself or its nominees and for its own exclusive
benefit all the said shares now held or about to be held as
aforesaid by it or on its behalf in the Bataafsche Company and the
English Company respectively and until otherwise agreed in writing
between the parties hereto the Royal Dutch Company shall not sell
transfer or dispose of the said shares or any of them or any
equitable or other interest therein:
	 
	 	(b)	 	Unless or until otherwise agreed in writing between the
parties hereto the Shell Company shall continue to hold in the name
or names of itself or its nominees and for its own exclusive benefit
all the said shares now held or about to be held as aforesaid by it
or on its behalf in the Bataafsche Company and the English Company
respectively and until otherwise agreed in writing between the
parties hereto the Shell Company shall not sell transfer or dispose
of the said shares or any of them or any equitable or other interest
therein:
	 
	 	(c)	 	If either the Royal Dutch Company or the Shell Company shall
break or fail to observe the preceding provisions of this clause the
other of the said Companies may at its option either enforce this
Agreement by injunction or recovering



 






 



	 	 	 	damages or in any other legal way or may by notice in writing to
the Company breaking or failing to observe the said provisions
determine this Agreement and under no circumstances shall the
Company which breaks or fails to observe the said provisions
receive more or the other Company receive less under the subsequent
clauses of this Agreement than they would respectively have
received thereunder if there had been no such breach of or failure
to observe the said preceding provisions:
	 
	 	(d)	 	The Royal Dutch Company and the Shell Company shall during
the continuance of this Agreement use and procure their respective
nominees (if any) to use any voting or other powers vested in them
respectively as shareholders in the Bataafsche Company with a view
to securing that effect shall be given to the following arrangement
for the election of Directors of the Bataafsche Company namely:—




	 	(1)	 	The Royal Dutch Company shall from time to time
be entitled to appoint six of the Directors and to remove any
Director so appointed and appoint another Director in his
place;
	 
	 	(2)	 	The “Shell” Company shall from time to time be
entitled to appoint three of the Directors and to remove any
Director so appointed and appoint another Director in his
place;
	 
	 	(3)	 	The Royal Dutch Company shall also subject to the
consent of the “Shell” Company being obtained have the right
to appoint a seventh Director who at the time of his
appointment shall have been approved by the “Shell” Company
and the Royal Dutch Company may at will remove such Director
Whenever a seventh Director so appointed by the Royal Dutch
Company ceases to hold office the appointment of his successor
by the Royal Dutch Company shall be subject to the consent of
the “Shell” Company to the vacancy being filled and to its
approval of the person nominated.








     2.     The aggregate dividends paid by the Bataafsche Company and the English
Company to the Royal Dutch Company and the Shell Company or their respective
nominees for each year up to and including the year 1916 shall as and when the
same or any part thereof are received be divided between the two last named
Companies as follows namely:—



	 	(a)	 	The first £50,000 shall be paid to the Shell Company;
	 
	 	(b)	 	The next £12,000 shall be paid to the Royal Dutch Company;
	 
	 	(c)	 	The next £100,000 shall be paid to the Shell Company;
	 
	 	(d)	 	The next £213,000 shall be paid to the Royal Dutch Company;
	 
	 	(e)	 	And of the balance (if any) sixty per cent. shall be paid to
the Royal Dutch Company and forty per cent. to the Shell Company
Provided that if in respect of



 






 







	 	 	 	any such year the amount so distributed by way of dividend is less
than £375,000 and in consequence the amount received by the Royal
Dutch Company fails to exceed by 50 per cent. the amount received
by the Shell Company any such deficit shall be made good to the
Royal Dutch Company out of the surplus beyond £375,000 of the
aggregate dividends for any subsequent year paid by the Bataafsche
Company and the English Company to the Royal Dutch Company and the
Shell Company or their nominees.



     3.     The Royal Dutch Company and the Shell Company shall use and procure
their respective nominees to use any voting or other powers vested in them as
the holders of shares in the Bataafsche Company and the English Company
respectively in such a way as to procure (so far as may be possible) (a) that
interim dividends shall be paid by the Bataafsche Company and the English
Company in each year up to and including the year one thousand nine hundred and
sixteen to the amount of £31,000 on the twenty-eighth day of March and to the
like amount on the twenty-seventh day of September and (b) that thereafter
interim dividends each of the aggregate amount of £62,501 shall be paid on the
twenty-eighth day of March and twenty-seventh day of September in each year and
(c) that further interim dividend shall be paid on the twenty-eighth day of
June and the twenty-eighth day of December in each year and (d) that the final
dividend for each year shall be paid so soon after the close of each year as
the account of the Companies can be prepared and adopted.


     4.     The Royal Dutch Company and the Shell Company shall also use and
procure their respective nominees to use any voting or other powers vested in
them as the holders of shares in the Bataafsche Company and the English Company
respectively in such a way as to procure (so far as may be possible) that the
Directors of the Bataafsche Company and the English Company shall in each year
before recommending any dividend set aside out of the profits of those
Companies (as between the two Companies in such proportions as the Directors
thereof respectively shall think fit) by way of a reserve fund to meet
contingencies or for special dividends or for repairing improving and
maintaining any of the properties of those Companies and for such other
purposes as the said Directors in their absolute discretion may think conducive
to the interests of their respective Companies a minimum of £100,000 until the
aggregate reserve fund of the two Companies (including therein any sums set
aside by way of an insurance fund invested outside the business) reaches a
total of £1,000,000 (hereinafter called the “ primary reserve “) and further
that no part of the primary reserve shall be employed in the business of the
respective Companies except with the consent of four-fifths of the Directors of
each of those Companies.


     5.     The Royal Dutch Company and the Shell Company shall also use and
procure their respective nominees to use any voting or other powers vested in
them as the holders of shares in the Bataafsche Company and the English Company
respectively in such a way as to procure (so far as may be possible) that no
voluntary liquidation of either the Bataafsche Company or the English Company
and no sale of the undertaking of either Company shall be carried into effect
except with the consent of the holders of four-fifths of the share capital of
such Company.


     6.     In the event of the liquidation or sale of the businesses or business
of the Bataafsche Company and the English Company or either of them otherwise
than for the purpose


 






 


of reconstruction or amalgamation at any time prior to the first day of
January one thousand nine hundred and thirty-two such part of the assets of the
two Companies as in any winding up thereof shall become divisible between the
Royal Dutch Company and the Shell Company or their respective nominees shall be
divided equally between those Companies up to a total of £9,000,000 and any
surplus beyond that sum shall be divided between them in the proportions of
sixty and forty.


     7.     This Agreement is to be construed and take effect as a contract made in
England and in accordance with the laws of England and the Royal Dutch Company
hereby submits to the jurisdiction of the Supreme Court of Judicature in
England. For this purpose the Royal Dutch Company shall have a permanent
address in London for the service of all processes and notices. Until further
notice the following shall be its address (that is to say):— c/o Messrs.
WATERHOUSE & CO. 50 Cornhill E.C. but the Royal Dutch Company may by notice in
writing to the Shell Company from time to time substitute any other address in
London as its address for service for the time being. Any notice hereunder
shall if delivered or sent by registered post to the address for service for
the time being be deemed to have been duly served on the party to whom it is
addressed at the expiration of seven days from the date of its delivery or if
posted from the date on which it should have reached its destination in the
ordinary course of post.


     IN WITNESS whereof, these presents have been signed on behalf of the party
of the one part and the party of the other part has caused its common seal to
be hereunto affixed the day and year first above written.

	 
	KONINKLYKE NEDERLANDSCHE MAATSCHAPPIJ
	     TOT EXPLOITATIE VAN PETROLEUMBRONNEN
	     IN NEDERLANDSCH-INDIE
	 
	     H. W. A. DETERDING
	 
	     H. LOUDON
	 
	     A. J. COHEN STUART
	 
	     VAN DER WYCK
	 
	           G. C. B. DUNLOP




	 	 	 
	The Common Seal of THE “SHELL”	 	 
	     TRANSPORT AND TRADING	 	
Seal.
	     COMPANY LIMITED was hereunto	 	 
	     affixed in the presence of	 	 





 






 


	 	 	 
	MARCUS SAMUEL	 	
Directors
	 
	SAMUEL SAMUEL	 	 
	 
	 
	E. A. SMITH REWSE	 	
Secretary





 






 



The Hague.



17th May, 1921.


	 
	The Shell Transport and Trading Company Limited
	 
	     14 St. Helens Place
	 
	          LONDON, E.C.3.





Dear Sirs,


     We hereby confirm that the following alteration has been agreed to between
you and us in par. 1 sub (d) of our agreement of the 5th July 1907 known as the
Adjustment Agreement.


     Sections (1), (2) and (3) shall be read as follows:



	 
	“ (1) The Royal Dutch Company shall from time to time be
entitled to
	“ appoint ten of the Directors and to remove any
Director so appointed and
	“ appoint another Director in his place;
	 
	“ (2) The “Shell” Company shall from time to time be
entitled to appoint
	“ five of the Directors and to remove
any Director so appointed and
	“ appoint another Director in his place;
	 
	“ (3) The Royal Dutch Company shall also subject to the
consent of the
	“Shell” Company being obtained have the right
to appoint an eleventh and
	“ a twelfth Director who at the
time of their appointment shall have been
	“ approved by the “Shell” Company and the Royal Dutch Company may
	“ at will remove such Directors. Whenever an eleventh or twelfth
Director
	“ so “ appointed by the Royal Dutch Company ceases
to hold office the
	“ appointment of his successors by the
Royal Dutch Company shall be
	“ subject to the consent of the “Shell” Company to the vacancy being
	“ filled and to its
approval of the person nominated.”



     Mr. J. Luden and Mr. Aug. Philips shall be deemed to have been appointed
by us in virtue of the said section (3).


     As you are aware it is necessary in order to secure for the ships of the
Bataafsche Petroleum Maatschappij the right to fly the Dutch flag that at least
one half of the Directors should be of Dutch nationality and domiciled in
Holland.


Yours truly


 






 



	 	 	 	 	 
	KONINKLIJKE NEDERLANDSCHE MAATSCHAPPIJ
	
     tot Exploitatie van
PETROLEUMBRONNEN in Ned. Indië
	 
	 	 	J. E. F. DE KOK



 






 



THE “SHELL” TRANSPORT AND TRADING COMPANY, LIMITED




	 
	14, St Helen’s Place



London, E.C.3.



3rd June, 1921.



Koninklijke Nederlandsche Maatschappij Tot Exploitatie van


Petroleumbronnen in Nederlandsch Indie,


30, Carel Van Bylandtlaan,


The Hague.


Dear Sirs,


     Your letter of the 17th ultimo, outlining alterations in the
Adjustment Agreement of the 5th July 1907, was read at a Meeting of
my Board held today, and I am instructed to say that the
alterations referred to are approved.

	 	 	 
	Yours truly,
	 
	          For and on behalf of
	 
	            The “Shell” Transport and Trading Co., Ltd.
	 
	                    E. A. SMITH REWSE
	 
	
Secretary.





 






 



N.V. KONINKLIJKE NEDERLANDSCHE MAATSCHAPPIJ

TOT EXPLOITATIE VAN PETROLEUMBRÖNNEN

IN NEDERLANDSCH-INDIË


	 
	The “Shell” Transport & Trading Co. Ltd,
	     14 St Helens Court,
	          Great St Helens,
	               LONDON, E.C.3.





     The Hague, 28th December 1937.


RA (DK) - Adjustment Agreement.


Dear Sirs,


     Further to our letter of 17th May 1921 we hereby confirm that the
following alteration has been agreed to between you and us in paragraph 1 sub
(d) of our agreement of the 5th July 1907 known as the Adjustment Agreement.


     As from 1st January 1938 section (3) shall be read as follows:



	 
	"(3) The Royal Dutch Company shall also subject to the
consent of the “Shell” Company being obtained have the right
to appoint an eleventh, a twelfth and a thirteenth Director
who at the time of their appointment shall have been
approved by the “Shell” Company, and the Royal Dutch Company
may at will remove such Directors. Whenever an eleventh, a
twelfth or a thirteenth Director so appointed by the Royal
Dutch Company ceases to hold office the appointment of his
successors by the Royal Dutch Company shall be subject to
the consent of the “Shell” Company to the vacancy being
filled and to its approval of the person nominated.”
	 
	Yours truly,



KONINKLIJKE NEDERLANDSCHE MAATSCHAPPIJ TOT EXPLOITATIE VAN PETROLEUMBRONNEN IN
NED.-INDIE

	 
	w.g. N. VAN WIJK
	w.g. J. E. F. DE KOK





 






 



THE “SHELL” TRANSPORT AND TRADING COMPANY, LIMITED


	 
	St Helen’s Court
	 
	     22, Great St. Helen’s,
	 
	          
     LONDON, E.C.3.






	 
	29th December 1937



N.V. Koninklijke Nederlandsche Maatschappij

tot Exploitatie van Petroleumbronnen

in Nederlandsch-Indie,

30, Carel van Bylandtlaan,

THE HAGUE.

Holland.


Your ref: RA (DK) Adjustment Agreement


Dear Sirs,


     We have received through Mr. Colquhoun your letter of the 28th instant
regarding the alteration in paragraph 1(D) of the Adjustment Agreement of July
1907 and further referred to in your letter of the 17th May 1921 which has been
agreed to between your Company and ourselves to take effect as from the 1st
January 1938, relative to the appointment to the Board of the Bataafsche
Petroleum Maatschappij of the 11th, 12th and 13th Directors.


     We have to-day informed Mr. Colquhoun that it will be convenient to hold
the General Shareholders’ Meeting of the Bataafsche Petroleum Maatschappij on
the 4th January 1938 for the election of Mr. Legh-Jones as a Member of the
Board of that Company.



	 	 	 	 	 
	Yours truly,	 	 	 	 
	 
	For The “Shell”
Transport & Trading
Company, Limited.
	 
	 	 	H. W. MALCOLM
	 
	 	 	Secretary




	 
	



 






 



N.V. KONINKLIJKE NEDERLANDSCHE MAATSCHAPPIJ

TOT EXPLOITATIE VAN PETROLEUMBRÖNNEN

IN NEDERLANDSCH-INDIË


	 
	The “Shell” Transport & Trading Company Limited,
	     13 Austin Friars,
	          LONDON, E.C.2.





The Hague, 16th December, 1948.



RA(DK) - Adjustment Agreement


Dear Sirs,


     Further to our letter of 28th December, 1937, we hereby confirm that the
following alteration has been agreed to between you and us in paragraph 1 sub
(d) of our agreement of the 5th July, 1907, known as the Adjustment Agreement.


     As from 1st January, 1949, section (3) shall be read as follows:



	 
	"(3) The Royal Dutch Company shall also subject to the consent of
the “Shell” Company being obtained have the right to appoint an
eleventh, a twelfth, a thirteenth and a fourteenth Director who at
the time of their appointment shall have been approved by the
“Shell” Company, and the Royal Dutch Company may at will remove
such Directors. Whenever an eleventh, a twelfth, a thirteenth or a
fourteenth Director so appointed by the Royal Dutch Company ceases
to hold office the appointment of his successors by the Royal Dutch
Company shall be subject to the consent of the “Shell” Company to
the vacancy being filled and to its approval of the person
nominated.”
	 
	Yours truly,




N.V. KONINKLIJKE NEDERLANDSCHE MAATSCHAPPIJ

     TOT EXPLOITATIE VAN PETROLEUMBRONNEN

          IN NEDERLANDSCH-INDIE



 







 


The “Shell” Transport and Trading Co., Ltd



13, AUSTIN FRIARS, LONDON, E.C.2.


17th December 1948.


	 
	N.V. Koninklijke Nederlandsche Maatschappij
	     tot Exploitatie van Petroleumbronnen
	     in Nederlandsch-Indie,
	     30 Carel van Bylandtlaan,
	THE HAGUE.






Your Ref. RA (DK) Adjustment Agreement


Dear Sirs,


     We acknowledge receipt of your letter of 16th December 1948, which
correctly sets out the alteration agreed between us in regard to paragraph 1
sub (d) of our agreement of the 5th July 1907, known as the Adjustment
Agreement.

	 	 	 	 	 	 	 
	 	 	 	 	Yours truly,	 	 
	 
	FOR: THE “SHELL”
TRANSPORT & TRADING
CO. LTD.
	 
	 	 	G. LEGH-JONES
	 
	 	 	 	Managing Director.





 






 



N.V. KONINKLIJKE NEDERLANDSCHE MAATSCHAPPIJ

TOT EXPLOITATIE VAN PETROLEUMBRÖNNEN

IN NEDERLANDSCH-INDIË

	 
	The “Shell” Transport and Trading Company Limited,
	     13, Austin Friars,
	          LONDON, E.C.2.





The Hague, 2nd August 1949.



RA - Adjustment Agreement.


Dear Sirs,


     This letter is to confirm and place on record our agreement to the
following modifications in the above mentioned Agreement between us dated 5th
July 1907 as subsequently amended.


1.     With effect from the 1st day of June 1949 Article 1 is amended by deleting
Sections (1), (2) and (3) of paragraph (d) and substituting the following:



	 	“(1)	 	 The Royal Dutch Company shall from time to time be entitled
to appoint any person who is a Director of the Royal Dutch Company
or the “Shell” Company to be a Director and to remove any Director
so appointed. Provided always that not more than twelve persons
shall at any one time hold office by virtue of appointment under
this section. Every appointment or removal under this section shall
be by instrument in writing signed by or on behalf of the Royal
Dutch Company;
	 
	 	(2)	 	The “Shell” Company shall from time to time be entitled to
appoint any person who is a Director of the Royal Dutch Company or
the “Shell” Company to be a Director and to remove any Director so
appointed. Provided always that not more than eight persons shall
at any one time hold office by virtue of appointment under this
section. Every appointment or removal under this section shall be
by instrument in writing signed by or on behalf of the “Shell”
Company.”



2.     With effect from the 1st June 1949 Mr. H. Bloemgarten and Mr. F. Q. den
Hollander have been appointed by us by virtue of the new Section (1) above and
Mr. J.W. Boyle and Mr. J. W. Platt have been appointed by you by virtue of the
new Section (2) above.


     We shall appreciate your confirming that the foregoing correctly sets out
what has been agreed between us, and thereupon this letter together with your
reply, shall constitute the evidence of an agreement between us in no way
conditional upon the execution of any further documents.



	 
	Yours faithfully,
	 
	N.V. KONINKLIJKE NEDERLANDSCHE PETROLEUM MAATSCHAPPIJ



	 
	w.g. B. Th. W. VAN HASSELT
	w.g. H. BLOEMGARTEN




 






 



The “Shell” Transport and Trading Co., Ltd




	 
	13, AUSTIN FRIARS, LONDON, E.C.2.



14th September 1949.



N.V. Koninklijke Nederlandsche Petroleum Maatschappij,

30, Carel van Bylandtlaan,

THE HAGUE.


Dear Sirs,


Adjustment Agreement dated 5th July 1907

as subsequently amended


     Your letter of the 2nd August 1949 setting out certain modifications in
the above mentioned Agreement between us was read at a meeting of the Board of
Directors of this Company held on the 14th September 1949 and the modifications
referred to therein were approved.


     Accordingly, we confirm that your letter correctly sets out what has been
agreed between us, and that your letter together with this reply shall
constitute the evidence of an agreement between us in no way conditional upon
the execution of any further document.

	 
	Yours faithfully,





For and on behalf of:


THE “SHELL” TRANSPORT AND TRADING COMPANY LIMITED

	 
	G. LEGH-JONES
	 
	
          
Managing Director.





 






 



The “Shell” Transport and Trading Co., Ltd



123/29 WALBROOK, LONDON, E.C.4.


12th February, 1957.



N.V. Koninklijke Nederlandsche Petroleum Maatschappij,

Carel van Bylandtlaan, 30,

THE HAGUE.


Dear Sirs,


     This letter is to confirm and place on record our agreement with you that,
with effect from 15th February 1957, Clause 1 of the Agreement between us dated
5th July 1907, and known as the Adjustment Agreement, as heretofore amended, is
further amended by deleting paragraph (d) of the said Clause 1 and inserting in
place thereof the following:



	 	"(d)	 	The Royal Dutch Company and the Shell Company shall during
the continuance of this Agreement use and procure their respective
nominees (if any) to use any voting or other powers vested in them
respectively as shareholders in the Bataafsche Company with a view
to securing that effect shall be given to the following arrangements
for the appointment and removal of members of the Board of Directors
of the Bataafsche Company and for the appointment and removal of
members of the Praesidium of that Board:




		
	 	     (1) The Royal Dutch Company shall from time to time be
entitled to have any person appointed a member of the Board of
Directors and to have removed any person so appointed: Provided
that not more than twelve [fifteen-amended 20.09.67] persons shall
at any one time hold office by virtue of appointment under this
Section (1) ;




		
	 	     (2) The Royal Dutch Company shall from time to time be
entitled to have any person who is nominated by it for appointment
under Section (1) of this paragraph (d) and who is a Director of
the Royal Dutch Company or of the Shell Company to be appointed a
member of the Praesidium and to have removed any person so
appointed: Provided that not more than four [seven]amended
20.09.67] persons shall at any one time hold office by virtue of
appointment under this Section (2);




		
	 	     (3) The Shell Company shall from time to time be entitled to
have any person appointed a member of the Board of Directors and to
have removed any person so appointed: Provided that not more than
eight [ten-amended 20.09.67]



 






 








		
	 	     persons shall at any one time hold office by virtue of
appointment under this Section (3);




		
	 	     (4) The Shell Company shall from time to time be [TEXT
MISSING] appointment under Section (3) of this paragraph (d) and
who is a Director of the Royal Dutch Company or of the Shell
Company to be appointed a member of the Praesidium and to have
removed any person so appointed: Provided that not more than three
[amended in 1969-illegible] persons shall at any one time hold
office by virtue of appointment under this Section (4);




		
	 	     (5) Every nomination for appointment or removal under this
paragraph (d) shall be by instrument in writing signed by or on
behalf of the party entitled to make the appointment or effect the
removal.”



     If the foregoing conforms with your understanding of the agreement between
us, will you please so confirm and thereupon this letter together with your
reply shall constitute the evidence of such agreement in no way conditional
upon the execution of any further documents.

	 
	Yours very truly,





THE “SHELL” TRANSPORT AND TRADING COMPANY, LIMITED.

	 	 	 
	GODBER	 
	 	 	
DIRECTOR





 






 



N.V. KONINKLIJKE NEDERLANDSCHE


PETROLEUM MAATSCHAPPIJ


Carel van Bylandtlaan 30


The Hague


The “Shell” Transport and

Trading Company, Limited,

23/29 Walbrook,

LONDON, E.C.4.


The Hague, 15th February, 1957.



Dear Sirs,


     We hereby acknowledge receipt of your letter of 12th February 1957 setting
out an amended paragraph (d) of Clause 1 of the Adjustment Agreement dated 5th
July 1907. We confirm that your letter correctly sets out our understanding of
our agreement with you and that your letter, together with this reply
constitutes the evidence of such agreement in no way conditional upon the
execution of any further documents


Yours very truly,


N.V. Koninklijke Nederlandsche Petroleum Maatschappij



	 	 	 
	L. SCHEPERS	 	
W. G. WIERINGA



 






 



ADJUSTMENT: DIVIDENDS




 






 





19




		
	 	     An Agreement made the fourth day of December One thousand nine
hundred and seventeen BETWEEN THE KONINKLIJKE NEDERLANDSCHE
MAATSCHAPPIJ tot EXPLOITATIE van PETROLEUMBRONNEN in
Nederlandsch-Indie a Company organised under the laws of the
Kingdom of Holland and having its principal office at the Hague in
the said Kingdom (hereinafter called “the Royal Dutch Company”) of
the one part and THE “SHELL” TRANSPORT and TRADING COMPANY LIMITED
a Company organised under the laws of the United Kingdom of Great
Britain and Ireland and having its registered office at 25
Bishopsgate in the City of London (hereinafter called “the Shell
Company”) of the other part WHEREAS the Bataafsche Petroleum
Maatschappij (hereinafter called “ the Bataafsche “) is a Company
organised under the laws of the said Kingdom of Holland with a
capital of Fl.140,000,000 divided into three “A” shares and two “B”
shares of Fl.28,000,000 each all which shares at present rank pari
passu in every respect AND WHEREAS the Anglo-Saxon Petroleum
Company Limited (hereinafter called “the Anglo-Saxon”) is a Company
organised under the laws of the said United Kingdom with a capital
of £8,000,000 divided into 480,000 “A” shares and 320,000 “B”
shares all of £10 each all which shares at present rank pari passu
as regards both capital and dividends AND WHEREAS the Royal Dutch
Company is beneficially entitled to the whole of the “A” shares in
the Bataafsche and the Anglo-Saxon respectively AND WHEREAS the
Shell Company is beneficially entitled to the whole of the “B”
shares in the Bataafsche and the Anglo-Saxon respectively AND
WHEREAS the Royal Dutch Company and the Shell Company have agreed
that the rights attached to the said respective classes of shares
in the Bataafsche and the Anglo-Saxon shall be varied as regards
dividends (but not otherwise) in manner hereinafter appearing NOW
IT IS HEREBY AGREED as follows, namely:—



     1.     The Royal Dutch Company and the Shell Company respectively shall use
their voting power as shareholders in the Bataafsche in such manner as to
procure:—



	 	(a)	 	that a new paragraph of which a translation into the English
language is next hereinafter set forth shall be substituted for the
first paragraph of Article 27 of the Statutes of the Bataafsche,
viz:—




	 
	“ With regard to the year 1917 and following years the
profit which “ remains after the Reserve Fund has been
dealt with as stated above and “ after deduction of
the amount payable to the members of the Board “ under
Article 9 shall as to 95 per cent thereof be applied
in payment of “ dividends to the holders of the “A”
shares the holders of the “B” shares. “ The general
meeting may decide that part of the profit shall not
be “ divided but shall be carried forward to the next
year.”



 






 




	 	(b)	 	that the words of which a translation into the English
language is next hereinafter set forth shall be added to Article 30
of the said Statutes, viz:—



“that is to say in proportion to the holding of each shareholder.”


     or (c) that such other alterations shall be made in the said Statutes as
will produce a similar result.


     2.     So soon as the approval of the Queen of Holland to the above-mentioned
alterations in the Statutes of the Bataafsche has been obtained the Royal Dutch
Company and the Shell Company respectively shall use their voting power as
shareholders in the Anglo-Saxon in such manner as to procure that the Articles
of Association of the Anglo-Saxon shall be varied in manner following that is
to say:—



	 	(a)	 	by substituting for the concluding sentence of Article 5 the
following new sentence viz:—




	 
	“ Such shares shall rank pari passu as regards capital but
as regards
	“ dividends shall enjoy the respective rights set
forth in Article 101
	“ hereof”
	 
	meaning thereby the new Article next hereinafter mentioned




	 	(b)	 	by substituting for the present Article 101 the following new
Article, viz:—




	 
	“ 101. Subject as aforesaid, the profits of the Company
shall as from and
	“ including the 1st day of January 1917 be
applied as to 50% thereof in
	“ payment of dividends to the
holders of the “A” shares and as to 95% in
	“ payment of
dividends to the holders of the “B” shares in each case in
	“ proportion to the capital paid up or treated as paid up on
the shares held
	“ by them respectively.”



     3.     Nothing herein contained shall be deemed to vary or affect the rights
and privileges attached to the respective classes of shares in the Bataafsche
and the Anglo-Saxon respectively except in the manner and to the extent
hereinbefore specified.


     4.     In consideration of the premises the Royal Dutch Company and the Shell
Company do hereby mutually covenant and agree that if by reason of the
aforesaid variations of the rights at present attached to the respective
classes of shares in the Bataafsche and the Anglo-Saxon respectively the Royal
Dutch Company or the Shell Company as the case may be shall in respect of the
year 1917 or any subsequent [TEXT MISSING] shares in the Bataafsche and the
Anglo-Saxon more than a sum equal to 60% or 40% respectively of the aggregate
of such dividends then the party receiving such excess shall forthwith on
demand pay over such excess to the other party for the absolute use and benefit
of such other party.


     5.     This agreement is conditional on the approval of the Queen of Holland
being obtained to the above-mentioned alteration in the Statutes of the
Bataafsche which the Royal


 






 


Dutch Company shall use its best endeavours to obtain. Accordingly if
such approval shall not be obtained within six months from the date hereof this
agreement shall be null and void.


     IN WITNESS whereof these presents have been duly executed by the
respective parties hereto the day and year first above written.

	 	 	 
	The seal of The Shell Transport and	 	 
	     Trading Company Limited	 	
Seal.
	     was hereunto affixed in the	 	 
	     presence of	 	 






	 	 	 
	     SAMUEL SAMUEL	
Directors
	 
	     W. F. MITCHELL	 	 
	 
	E. A. SMITH REWSE	
Secretary



	 
	KONINKLIJKE NEDERLANDSCHE MAATSCHAPPIJ TOT
	     EXPLOITATIE VAN PETROLEUMBRONNEN IN
	     NEDERLANDSCH-INDIE




	 
	A. CAPADOSE     
	 
	Chairman.




	 	 	 
	H. LOUDON	 	
G.C.B. DUNLOP
	Managing Director.	 	
Secretary




 






 




		
	 	     An Agreement made the Twenty-fifth day of September One thousand
nine hundred and eighteen BETWEEN THE KONINKLIJKE NEDERLANDSCHE
MAATSCHAPPIJ TOT EXPLOITATIE VAN PETROLEUMBRONNEN IN
NEDERLANDSCH-INDIE (hereinafter called “the Royal Dutch”) of the
one part and THE “SHELL” TRANSPORT & TRADING COMPANY LIMITED
(hereinafter called “the Shell”) of the other part SUPPLEMENTAL to
an Agreement (hereinafter called “the Principal Agreement”) dated
the Fourth day of December One thousand nine hundred and Seventeen
and made between the same parties WHEREAS the Anglo-Saxon Petroleum
Co. Limited (in the Principal Agreement and hereinafter called “the
Anglo-Saxon”) is the holder by itself or its nominees of Sixty
thousand A Shares and Forty thousand B Shares all of Ten pounds
each in the Asiatic Petroleum Company Limited (hereinafter called
“the Asiatic”) AND WHEREAS arrangements have been made for the
purchase by the Royal Dutch of the said A Shares in the Asiatic and
by the Shell of the said B Shares in the Asiatic AND WHEREAS it was
an integral part of the said arrangements that notwithstanding the
transfer of such Shares the principles prescribed by the Principal
Agreement should continue to apply thereto and accordingly that
such amendments shall be made in Clause 4 of the Principal
Agreement as are hereinafter set forth NOW IT IS HEREBY AGREED as
follows, videlicet:—



     Clause 4 of the Principal Agreement shall be read and construed as if the
dividends on the said A and B Shares in the Asiatic had originally been
specifically comprised therein and accordingly if in respect of the year One
thousand nine hundred and seventeen or any subsequent year the Royal Dutch or
the Shell as the case may be shall receive in the aggregate by way of dividends
on its holding of Shares in the Bataafsche Petroleum Maatschappij the
Anglo-Saxon and the Asiatic more than a sum equal to Sixty per centum or Forty
per centum respectively of the whole of such dividends then the party receiving
such excess shall carry the same to the credit of the other party in the
account current between the parties running from year to year.


     IN WITNESS whereof these presents have been duly executed by the Royal
Dutch and the Common Seal of the Shell has been hereunto affixed the day and
year first above written.

	 
	THE KONINKLIJKE NEDERLANDSCHE MAATSCHAPPIJ TOT
	     EXPLOITATIE VAN PETROLEUMBRONNEN IN
	     NEDERLANDSCH-INDIE.
	 
	          By J.C. INGLIS,
	 
	         
     Its Agent duly authorised.





 






 


	 	 	 
	The Common Seal of The “Shell”	 	 
	     Transport and Trading Company	 	
Seal.
	     Limited was hereunto affixed in	 	 
	     the presence of	 	 






	 	 	 
	     SAMUEL SAMUEL	
Directors
	 
	     W. F. MITCHELL	 	 
	 
	E. A. SMITH REWSE	
Secretary



 






 




		
	 	     An Agreement made the Twenty-fifth day of September One thousand
nine hundred and eighteen BETWEEN THE ANGLO-SAXON PETROLEUM COMPANY
LIMITED (hereinafter called “the Anglo-Saxon”) of the first part
THE KONINKLIJKE NEDERLANDSCHE MAATSCHAPPIJ TOT EXPLOITATIE VAN
PETROLEUMBRONNEN IN NEDERLANDSCH-INDIE (hereinafter called “the
Royal Dutch”) of the second part THE “SHELL” TRANSPORT & TRADING
COMPANY LIMITED (hereinafter called “the Shell”) of the third part
and THE BATAAFSCHE PETROLEUM MAATSCHAPPIJ (hereinafter called “the
Bataafsche”) of the fourth part WHEREAS the Anglo-Saxon has an
issued capital of Eight million pounds divided into Four hundred
and eighty thousand “A” Shares of Ten pounds each held by the Royal
Dutch or its nominees and Three hundred and twenty thousand “B”
Shares of Ten pounds each held by the Shell or its nominees AND
WHEREAS the rights attached to the various classes of shares in the
capital of the Asiatic Petroleum Company Limited (hereinafter
called “the Asiatic”) have recently been varied in such a way that
the issued capital of One million five hundred thousand pounds of
the Asiatic which was theretofore divided into Fifty thousand “A”
Shares Fifty thousand “B” Shares and Fifty thousand “C” Shares of
Ten pounds each of which the “A” and “B” Shares were held by the
Anglo-Saxon or its nominees and the “C” Shares by the Commercial
and Mining Company Limited is now divided into Fifty thousand
Preference Shares of Ten pounds each (held by the Commercial and
Mining Company Limited) and Sixty thousand “A” Shares and Forty
thousand “B” Shares of Ten pounds each held by the Anglo-Saxon or
its nominees AND WHEREAS the consent of the Commercial and Mining
Company Limited to the said variation in the rights attached to the
said “C” Shares in the Asiatic and their conversion into Preference
Shares was procured by the Royal Dutch AND WHEREAS the BataafsChe
is at present under obligation to the Asiatic in conformity with
the terms of a certain Agreement (hereinafter called “the ‘B’
Agreement”) dated the Eleventh of March One thousand nine hundred
and eight and made between it and certain other Companies therein
named of the first part and the Asiatic of the second part to
employ the Asiatic as sole consignee and agent for the sale of the
oil of the Bataafsche and such other Companies on the terms therein
specified and the Asiatic on its part entered into certain
obligations with regard to the transport storage distilling
refining treatment packing handling sale and distribution of such
oil AND WHEREAS the Anglo-Saxon is at present under obligation to
the Asiatic in conformity with the terms of a certain Agreement
(hereinafter called “the ‘A’ Agreement”) also dated the Eleventh of
March One thousand nine hundred and eight and made between the
Anglo-Saxon of the one part and the Asiatic of the other part to
render such services to the Asiatic as may be necessary to enable
the Asiatic to fulfil its obligations under the “B” Agreement in
respect of such oil AND WHEREAS the Bataafsche both on its own
behalf and on behalf of the other Companies which are parties of
the first part to the “B” Agreement is desirous of obtaining the
right to modify or cancel in whole or part the “B” Agreement and
has been engaged for many months past in negotiation with the



 






 








		
	 	other parties hereto to such end AND WHEREAS the Royal Dutch and
the Shell are willing to concur in the granting of such rights to
the Bataafsche AND WHEREAS the Royal Dutch is willing to undertake
to procure the consent of the Commercial and Mining Company Limited
and all other necessary parties (if any) to the granting to the
Bataafsche of such right in consideration of an undertaking by the
Bataafsche to pay to it the sums of money hereinafter specified AND
WHEREAS the Bataafsche is desirous that the Anglo-Saxon should in
the event of the modification or cancellation of the “B” Agreement
in manner aforesaid come under obligation to render to the
Bataafsche the services comprised in the “A” Agreement or such of
them as the Bataafsche may from time to time require AND WHEREAS
the Anglo-Saxon being apprehensive that the modification or
cancellation of the “B” Agreement coupled with such continuance of
its obligations under the “A” Agreement as aforesaid might be
prejudicial to its interests has stipulated that its consent to the
proposed new arrangements shall be conditional on the purchase of
its Shares in the Asiatic by the Royal Dutch and the Shell
respectively AND WHEREAS as a result of the aforesaid negotiations
the parties hereto have assented to the provisions hereinafter set
forth NOW IT IS HEREBY AGREED as follows, videlicet:



     1.     IN consideration of the Agreements by the Anglo-Saxon hereinafter set
forth the Royal Dutch and the Shell shall use their voting power either as
Shareholders in the Anglo-Saxon or in the Asiatic in such a manner as to
procure that the Bataafsche shall be given the right to modify or cancel in
whole or part the “B” Agreement.


     2.     IN consideration of the Agreement by the Bataafsche hereinafter
contained the Royal Dutch undertakes forthwith to procure the Commercial and
Mining Company Limited and all other necessary parties if any to consent to the
Bataafsche being given the right to modify or cancel the “B” Agreement in
manner aforesaid and for that purpose to execute and do all such deeds acts and
things as may be reasonably required.


     3.     IN further consideration of the respective Agreements by the Royal
Dutch and the Shell Company hereinafter set forth the Anglo-Saxon hereby
undertakes in case the “B” Agreement shall be cancelled or modified as
aforesaid to render to the Bataafsche during the remainder of the term of the
“A” Agreement such of the services therein specified as the Bataafsche may from
time to time require.


     4.     IN consideration of the premises the Royal Dutch shall purchase from
the Anglo-Saxon and the Anglo-Saxon shall sell to the Royal Dutch the whole of
the “A” Shares in the Asiatic and the Shell shall purchase from the Anglo-Saxon
and the Anglo-Saxon shall sell to the Shell the whole of the “B” Shares in the
Asiatic such respective purchases to be completed within four weeks from the
date hereof.


     5.     THE price to be paid for all such Shares shall be the actual cost price
thereof to the Anglo-Saxon. All dividends thereon as from the First of January
One thousand nine hundred and seventeen shall belong to the respective
purchasers.


 






 


     6.     IN consideration of the premises the Bataafsche undertakes to pay to
the Royal Dutch the following sums videlicet:—(1) the sum of Three hundred and
eighty thousand pounds on the execution of these presents (2) the sum of Three
hundred and eighty thousand pounds on the First of July in each of the years
One thousand nine hundred and nineteen to One thousand nine hundred and
twenty-three both inclusive and (3) the sum of One hundred and ninety thousand
pounds on the First day of July One thousand nine hundred and twenty-four.


     IN WITNESS whereof these presents have been duly executed by the parties
thereto the day and year first above written.

	 	 	 
	The Common Seal of THE ANGLO-	 	 
	     SAXON PETROLEUM COMPANY	 	
Seal.
	     LIMITED was hereunto affixed in the	 	 
	     presence of	 	 






	 	 	 
	M. SAMUEL,	 	
Directors.
	 
	A. J. C. STUART,	 	 
	 
	J. Y. KENNEDY,	 	
Secretary



	 
	THE KONINKLIJKE NEDERLANDSCHE MAATSCHAPPIJ TOT
	     EXPLOITATIE VAN PETROLEUMBRONNEN IN
	     NEDERLANDSCH-INDIE,
	 
	
               
By J.C. INGLIS,
	 
	
                    
Its Agent duly authorised.




 






 


	 	 	 
	The Common Seal of THE “SHELL”	 	 
	     TRANSPORT AND TRADING COMPANY	 	
Seal.
	     LIMITED was hereunto affixed in the	 	 
	     presence of	 	 






	 	 	 
	SAMUEL SAMUEL,	 	
Directors.
	 
	W. F. MITCHELL,	 	 
	 
	E. A. SMITH REWSE,	 	
Secretary.



	 
	THE BATAAFSCHE PETROLEUM MAATSCHAPPIJ,
	          By J. C. INGLIS,
	               Its Agent duly authorised.




 






 



An Agreement made the Fifteenth day of December 1943 BETWEEN N.V. KONINKLIJKE
NEDERLANDSCHE MAATSCHAPPIJ TOT EXPLOITATIE VAN PETROLEUMBRONNEN IN
NEDERLANDSCH-INDIE of Willemstad Curaçao Netherlands West Indies (hereinafter
called “the Royal Dutch”) of the one part and the “SHELL” TRANSPORT AND TRADING
COMPANY, LIMITED whose registered office is at The Lawn, Speen, Newbury,
Berkshire (hereinafter called “the Shell”) of the other part SUPPLEMENTAL to an
Agreement (hereinafter called the Supplemental Agreement) made between the same
parties on the 25th day of September 1918 and which itself is supplemental to
an Agreement (hereinafter called the Principal Agreement) made between the same
parties on the 4th day of December 1917.


     WHEREAS the parties wish to confirm the application to certain companies
as hereinafter stated of the principle of the Principal and Supplemental
Agreements viz. that notwithstanding variations in shareholdings and/or in
rights, to dividends attached to different classes of shares owned by the
parties in companies coming wholly or partly within the circle of the so-called
Royal Dutch Shell Group the Royal Dutch and the Shell shall in the aggregate
share in the profits of said companies in the proportion of 60 and 40 percent
respectively,


     NOW THEREFORE and in consideration of the mutual covenants herein
contained it is hereby agreed as follows:


     1.     The Operative Clause in the Supplemental Agreement shall be cancelled.



	 	 	 	 
	2.	
(a)
	 	The dividends on the “A” and “B”  shares in the Asiatic
Petroleum Company Limited and on all shares owned from time to time
by the parties in the “Shell” Overseas Exploration Company Limited
Petroleum Exploration Limited and in all other companies coming
wholly or partly within the circle of the Royal Dutch Shell Group
which may subsequently be formed and in which the interests of the
parties in the shareholding is other than 60 for the Royal Dutch and
40 for the Shell and/or in which the right to dividend per share for
the shareholding of the Royal Dutch is different from that for the
shareholding of the Shell and




	 	(b)	 	any interest either party or both may receive on any loans to
any of the companies mentioned (sic) sub clause (a) of this Clause
in accordance with the provision of Clause 4. hereof shall always be
so adjusted that of the aggregate the Royal Dutch shall receive a
sum equal to 60 percent and the Shell a sum equal to 40 percent.



     Accordingly if in respect of the year 1917 or any subsequent year the
Royal Dutch or the Shell as the case may be shall receive in the aggregate by
way of dividends on its holding of shares in the companies coming wholly or
partly within the circle of the Royal Dutch Shell Group and by way of interest
on loans as aforesaid (if any) more than a sum equal to 60 percent or 40
percent respectively of the whole of such dividends and interests on loans then
the party receiving such excess shall carry this to the credit of the other
party in the account current between the parties running from year to year out
of which account the party which is in credit


 






 


will forthwith on demand be paid the amount due to it subject to the tax
provision of Clause 6 hereof.


     3.     In the case of the liquidation or expropriation of any company coming
wholly or partly within the circle of the Royal Dutch Shell Group wherein the
shareholding of the Royal Dutch and the Shell is other than in the proportion
60 to 40 respectively or the sale or other alienation or expropriation of all
or part of the shares in such company constituting the Royal Dutch Shell Group
interest and/or of loans granted in accordance with the provision of Clause 4.
hereof any proceeds will be distributed between the parties hereto in the
proportion of 60 for the Royal Dutch and 40 for the Shell it being understood
that for this purpose the said shares and loans shall be considered as
investments of the same nature giving the same rights in such distribution
proportionate to their cost.


     4.     The parties hereto will jointly and severally take such steps as may be
necessary to procure and maintain that the total capital put at the disposal of
the companies coming wholly or partly within the circle of the Royal Dutch
Shell Group by the Royal Dutch and the Shell either by way of shareholding or
loans or both shall always be in the proportion of 60 for the Royal Dutch and
40 for the Shell.


     5.     The parties hereto agree that they will not sell dispose of or transfer
any shares in any company coming wholly or partly within the circle of the
Royal Dutch Shell Group except by consent given by said parties previously in
writing.


     6.     The parties hereto will arrange that any tax in the nature of or
corresponding to an income tax, leviable for the time being in respect of
dividends and/or interest on loans granted in accordance with Clause 4. hereof
received by the Royal Dutch and/or the Shell from companies coming wholly or
partly within the circle of the Royal Dutch Shell Group will be borne by the
parties hereto in the proportion of 60 for the Royal Dutch and 40 for the
Shell.


     Similarly any such tax on any excess which is credited or paid [MISSING
TEXT] the last paragraph of Clause 2. hereof leviable for the time being in the
country where the recipient of such excess is established shall be borne by the
parties hereto in the proportion of 60 for the Royal Dutch and 40 for the
Shell.


     7.     The parties hereto agree that they will not directly or indirectly have
an interest either through shareholding or loans or otherwise in any company
within the field as defined in Clauses 18 and 20 respectively of the Agreements
dated 5th July 1907 between the Royal Dutch and the Anglo-Saxon Petroleum
Company Limited and between the Shell Sir Marcus Samuel Samuel Samuel and the
Anglo-Saxon Petroleum Company Limited in the proportion other than 60 for the
Royal Dutch and 40 for the Shell except upon the previous resolution of the
Boards of the parties hereto consenting to a deviation from the said
proportion.


     8.     This Agreement will continue to be in force as long as the cooperation
of the Royal Dutch and the Shell in the Royal Dutch Shell Group continues.


 






 



	 
	N.V. KONINKLIJKE NEDERLANDSCHE MAATSCHAPPIJ TOT
	EXPLOITATIE VAN PETROLEUMBRONNEN IN
	NEDERLANDSCH-INDIE




	 
	J.B. AUG. KESSLER
	Duly authorized
Attorney-in-Fact.




	 	 	 
	 	 	
The Common Seal of the “SHELL”
	Seal.	 	
TRANSPORT AND TRADING COMPANY,
	 	 	
LIMITED was hereunto affixed in the
	 	 	
presence of




	 	 	 
	BEARSTED	 	
 
Director
	 	 	 
	H.W. MALCOLM	 	
 Secretary



 






 




	 	 	This Agreement made the 8th day of November 1955 BETWEEN N.V.
KONINKLIJKE NEDERLANDSCHE PETROLEUM MAATSCHAPPIJ a Netherlands
company established at The Hague (hereinafter called “Royal Dutch”)
of the one part and THE “SHELL” TRANSPORT AND TRADING COMPANY,
LIMITED an English company having its registered office at 13
Austin Friars, London, E.C. (hereinafter called “Shell”) of the
other part


	 
	       
           WHEREAS




	 	 	A.     Royal Dutch and Shell (or their respective nominees) are the
holders of all the issued “A” and “B”shares respectively in the
following companies that is to say




	 	(a)	 	N.V. Bataafsche Petroleum
Maatschappij (hereinafter called “Bataafsche”);
	 
	 	(b)	 	The Shell Petroleum Company Limited
(hereinafter called “Shell Petroleum”);
	 
	 	(c)	 	The Anglo-Saxon Petroleum Company,
Limited (hereinafter called “Anglo-Saxon”); and
	 
	 	(d)	 	“Shell” Overseas Exploration Company
Limited (hereinafter called “Shell Overseas”)




	 	 	as set out in the First Schedule hereto




	 	 	B.     Royal Dutch and Shell have agreed that the rights attaching to
the respective classes of “A” and “B”shares in each of the said
companies shall be varied as regards dividends (but not otherwise)
in manner hereinafter appearing
	 
	 	 	      NOW THEREFORE IT IS HEREBY AGREED AND DECLARED as follows:



           1.     Royal Dutch and Shell (or their respective nominees) shall
respectively use their voting powers as shareholders in Bataafsche so as
to procure that the Statutes of Bataafsche are amended in manner set out
in the Second Schedule hereto (such amendments being set out in the said
Schedule in the English translation thereof).


           2.     Royal Dutch shall use its best endeavours to obtain the approval
of the Minister of Justice of the Kingdom of the Netherlands to the
amendment of the Statutes of Bataafsche provided for by Clause 1 hereof.


           3.     As soon as the approval of the Minister of Justice of the Kingdom
of the Netherlands has been obtained to the amendment of the Statutes of
Bataafsche provided for by Clause 1 hereof Royal Dutch and Shell (or their
respective nominees) shall









 



	respectively use their voting powers as shareholders in Shell
Petroleum, Anglo-Saxon and Shell Overseas so as to procure that the
Articles of Association of each of those companies is amended in manner
set out in the Third Schedule hereto.







	           4.     Royal Dutch and Shell shall by the exercise by them or by their
respective nominees of their voting powers as shareholders or otherwise
procure that




	 	(a)	 	Bataafsche shall not in respect of any year after
the 31st December 1954 declare dividends of such an amount as
to
	 	 	 	     entitle the holders of “B” shares to participate therein,
and
	 
	 	(b)	 	Shell Petroleum shall not in respect of any year
after the 31st December 1954 declare dividends of such an
amount as to
	 	 	 	     entitle the holders of “A” shares to participate
therein.







	          
             5.     Nothing contained in this Agreement shall be construed as
affecting the rights of the holders of “A” or “B” shares in Bataafsche,
Shell Petroleum, Anglo-Saxon or Shell Overseas otherwise than in the
manner and to the extent hereinbefore appearing.




          
       6.         
Upon the provisions of
Clauses 1 and 3 hereof being carried into effect



	 	(a)	 	Clauses 1 and 2 of the Agreement dated the 4th
December 1917 made between Royal Dutch and Shell shall (if and
so far as their
	 	 	 	     operation remains inconsistent with anything in
this Agreement) no longer have effect, and
	 
	 	(b)	 	Clause 4 of the said Agreement dated the 4th
December 1917 and Clauses 2 and 6 of the Agreement dated the
15th December
	 		 	     1943 between Royal Dutch and Shell shall have
effect as if all references therein to dividends and dividend
rights included
	 		 	     (in the case of Bataafsche, Anglo-Saxon, Shell
Petroleum and Shell Overseas) dividends and dividend rights
provided for by
	 		 	     their respective Statutes or Articles of
Association as amended pursuant to the provisions of this
Agreement.



        7.     Royal Dutch and Shell hereby reaffirm the principle which is a
fundamental of their co-operation in the Royal Dutch/Shell Group (and to which
effect is driven by Clause 4 of the said Agreement dated 4th December 1917,
Clause 2 of the said Agreement dated 15th December 1943 and Clause 6 (b) of
this Agreement) that the amounts which they shall respectively be entitled to
receive in the aggregate in respect of any year by way of dividends on holdings
of shares in or by way of interest on loans to companies coming wholly or
partly within the circle of the Royal Dutch/Shell Group shall be so adjusted
between them that Royal Dutch shall receive 60% and Shell 40% of the total of
the amounts which they shall together be entitled to receive as aforesaid.


        8.     This Agreement shall be null and void if the approval of the Minister
of Justice of the Kingdom of the Netherlands provided for by Clause 2 hereof is
not obtained within two


 






 


months after the date of this Agreement or such extended time as Royal
Dutch and Shell may whether before or after the expiration of that period
agree.


     9.     This Agreement shall be construed and governed by English law.


THE FIRST SCHEDULE above referred to


___________________



	 	 	 	 	 	 	 	 	 
	 	 	"A" SHARES	 	"B" SHARES
	Bataafsche
	 	 	66	 	 	 	44	 
	Shell Petroleum
	 	 	17,102,400	 	 	 	11,401,600	 
	Anglo-Saxon
	 	 	75,768,597	 	 	 	50,512,398	 
	Shell Overseas
	 	 	700,000	 	 	 	1,400,000	 



THE SECOND SCHEDULE above referred to


___________________


AMENDMENTS TO THE STATUTES OF BATAAFSCHE


     1.     Delete the heading “Reserve Fund” preceding “Article 20” and substitute
“Reserves”.


     2.     Delete Article 20 and substitute the following:


“Article 20.”



		
	 	     “The profit as shown by the profit and loss account shall be
distributed except so far as it is set aside by the General Meeting as a
reserve or carried forward to the profit and loss account of the
following year.”



     3.     Delete Articles 21 and 22.


     4.     Renumber Article 23 as Article 21.


     5.     Delete paragraph 1 of Article 21 (as renumbered) and substitute the
following:



	 
	“1. The profit to be distributed in respect of any year after the
31st December 1954 shall be paid to the holders of the “A” shares
up to an amount equal to 50% of the profit as shown by the profit
and loss account. Any balance of the profit to be distributed
shall then be paid to the holders of the “B” shares up to an amount
equal to 1/19th of the amount paid as aforesaid to the holders of
the “A” shares. Any further balance still remaining of the profit
to be distributed shall be paid as to 95% thereof to the holders of
the “A” shares and as to 5% thereof to the holders of the “B”
shares.”



 






 



     6.     Delete paragraph 2 of Article 21 (as renumbered).


     7.     Renumber paragraph 3 of Article 21 (as renumbered) as paragraph 2.


     8.     Renumber Article 24 as Article 22 and delete the words “the amounts
accruing to shareholders” and substitute therefore “the dividend to be
expected.”


     9.     Renumber Article 25 as Article 23.


THE THIRD SCHEDULE above referred to

Amendments of the Articles of Association

of Shell Petroleum


     1.     Delete Article 74 and substitute the following:



		
	 	       “74. (1) The profits of the Company which it shall be determined
to distribute by way of dividend in respect of any year after the 31st
December 1954 shall be applied as follows and in the following order of
priority




	 	(a)	 	The holders of the “B” shares shall be entitled
to receive in proportion to the capital paid up or treated as
paid up on the shares held by them respectively the whole of
the amount so determined to be distributed up to but not
exceeding the maximum amount specified in subclause (2)
hereof.
	 
	 	(b)	 	The holders of the “A” shares shall be entitled
to receive in proportion to the capital paid up or treated as
paid up on the shares held by them respectively any balance of
the amount so determined to be distributed up to but not
exceeding an amount equal to 1/19th of the aggregate amount
paid to the holders of the “B” shares under paragraph (a)
hereof.
	 
	 	(c)	 	Any further balance still remaining of the amount
so determined to be distributed shall be paid as to 5% thereof
to the holders of the “A” shares and as to 95% thereof to the
holders of the “B” shares in each case in proportion to the
capital paid up or treated as paid up on the shares held by
them respectively.




		
	 	    (2)       The maximum amount referred to in subclause (1)(a) hereof means
an amount equal to one half of the aggregate of




	 	(a)	 	the profits of the Company for the year;
	 
	 	(b)	 	any undistributed profits of the
Company for any previous year standing to the credit of
the profit and loss account; and
	 
	 	(c)	 	any reserves of the Company lawfully
distributable by way of dividend.”



     2.     Article 75 delete “members” and substitute “holders of the “B” shares”.


 






 


Amendments to the Articles of Association

of Anglo-Saxon



	 	 	Delete Article 101 and substitute the following




		
	 	     “101. The profits of the Company which it shall be determined to
distribute by way of dividend in respect of any year after the 31st
December 1954 shall be applied wholly in payment of dividends to the
holders of the “B” shares in proportion to the capital paid up or treated
as paid up on the shares held by them respectively.”



Amendments to the Articles of Association

of Shell Overseas



	 	 	Delete Article 106 and substitute the following:




		
	 	     “106. The profits of the Company which it shall be determined to
distribute by way of dividend in respect of any year after the 31st
December 1954 shall be applied wholly in the payment of dividends to the
holders of the “B” shares in proportion to the capital paid up or treated
as paid up on the shares held by them respectively. No amount paid on a
share in advance of calls shall while carrying interest be treated for
the purposes of this Article as paid on the share. Dividends may be paid
in proportion to the amounts paid up on each share where a larger amount
is paid up on some shares than on others.”



     
          IN WITNESS whereof this Agreement has been duly executed by the parties
hereto as of the day and year first above written.



	 	 	 
	 	 	
N.V. KONINKLIJKE NEDERLANDSCHE
	 	 	
PETROLEUM MAATSCHAPPIJ
	 	 	 
	 	 	
J. H. LOUDON
	 	 	 
	 	 	
H. BLOEMGARTEN
	 	 	 
	 	 	 
	Seal.	 	
THE COMMON SEAL of THE “SHELL”
	 	 	
TRANSPORT AND TRADING
	 	 	
COMPANY, LIMITED was hereunto
	 	 	
affixed in the presence of:—
	 	 	 
	 	 	
F. GODBER
	 	 	
Director.
	 	 	 
	 	 	
A.E. KEMP
	 	 	
Secretary.



 






 



The “Shell” Transport and Trading Company, p.l.c.


12 June 1998



	 	 	 	 	 
	N.V. Koninklijk Nederlandsche Petroleum Maatschappij	 	
Tel:
	 	0171 934 1234
	Carel van Bylandtlaan 30	 	 	 	 
	2596 HR	 	 	 	 
	The Hague	 	 	 	 
	The Netherlands	 	 	 	 



Dear Sir


This letter is to confirm and place on record our agreement with you that, with
effect from 1st July 1998, Clause 1 of the Agreement between us dated 5th July
1907, and known as the Adjustment Agreement, as heretofore amended, is further
amended by deleting paragraph (e) of the said Clause 1 (as set out in our
letters dated 11th December 1987 and 10 June 1993) and inserting in place
thereof the following:



	 	 	 	"(e) The Royal Dutch Company and the Shell Company shall during
the continuance of this Agreement use and procure their respective
nominees (if any) to use any voting or other powers vested in them
respectively as shareholders in or directors of Shell Petroleum Inc.
(a company incorporated under the laws of Delaware, U.S.A.,
hereinafter referred to as “SPI”) with a view to securing that
effect shall be given to the following arrangements for the election
and removal of members of the Board of Directors of SPI and for the
election and removal of members of the Executive Committee of that
Board:




	 	(1)	 	The Royal Dutch Company shall from time to time
be entitled to have any person elected a member of the Board
of Directors and to have removed any person so elected:
Provided that no more than nine persons shall at any one time
hold office by virtue of election under this section (1);
	 
	 	(2)	 	The Royal Dutch Company shall from time to time
be entitled to nominate any person who is elected to the Board
of SPI under section (1) of this paragraph (e) to be elected a
member of the Executive Committee and to have removed any
person so elected: Provided that no more than three persons
shall at any one time hold office by virtue of election
following nomination under this section (2);



 






 







	 	(3)	 	The Shell Company shall from time to time be
entitled to have any person elected a member of the Board of
Directors and to have removed any person so elected: Provided
that no more than six persons shall at any one time hold
office by virtue of election under this section (3);
	 
	 	(4)	 	The Shell Company shall from time to time be
entitled to nominate any person who is elected to the Board of
SPI under section (3) of this paragraph (e) to be elected a
member of the Executive Committee and to have removed any
person so elected: Provided that no more than two persons
shall at any one time hold office by virtue of election
following nomination under this section (4);
	 
	 	(5)	 	Without prejudice to the foregoing provisions of
this paragraph (e), either Company shall only after
consultation with the other Company nominate for election a
person as a member of the Board of SPI or, as the case may be,
as a member of the Executive Committee, unless such a person
is a Director of either the Royal Dutch Company or the Shell
Company;
	 
	 	(6)	 	Every nomination for election or removal under
this paragraph (e) shall be by instrument in writing signed by
or on behalf of the party entitled to make the nomination.”



This letter is furthermore to confirm and place on record our agreement with
you that paragraph (e) of Clause 1 of the Adjustment Agreement as amended
herein above will cease to have any force and effect and, accordingly, be
deleted in its entirety with effect from the date on which both our Companies
cease to hold any shares in Shell Petroleum Inc. either directly or through a
nominee.


Will you please confirm that the foregoing correctly states the agreement
between us, whereupon this letter, together with your reply, shall constitute
the evidence of such agreement in no way conditional upon the execution of any
further documents.


Yours faithfully

The “Shell” Transport and Trading Company, p.l.c.


Mark Moody-Stuart

Chairman and Managing Director


 






 


N.V. Koninklijke Nederlandshe Petroleum Maatschappij



16 June 1998


The “Shell2 Transport and Trading Company, p.l.c.

Shell Centre

London SE1 7NA

United Kingdom


Dear Sirs,


We refer to your letter of 12th June, 1998, and confirm that your letter
correctly states the agreement between us and that your letter together with
our reply shall constitute the evidence of such agreement in no way conditional
upon the execution of any further documents.


Yours truly,

N.V. Koninklijke Nederlandsche Petroleum Maatschapij