exv4w5



 





Exhibit 4.5




COMPANY LETTERHEAD




J. Ollila




[     ] February 2007




Dear [     ]




Role as Chairman



Further to the letter dated 9 May 2006 describing your role as Chairman of Royal Dutch Shell plc, I
am writing to amend certain clauses set out therein and in particular the currency of the fees in
which you are paid. This letter replaces in its entirety the aforementioned letter dated 9 May
2006.




1. Term of Appointment





	 	(A)	 	Your term as Chairman will be until the close of business at the Annual General
Meeting in 2009.
	 
	 	(B)	 	Your appointment is subject to:






	 	(i)	 	The requirements of the Combined Code in respect of performance
evaluation;
	 
	 	(ii)	 	Your re-election as a Director of the Company at any Annual General
Meeting at which, pursuant to the Articles, you are required to retire;
	 
	 	(iii)	 	The provisions of the Articles and any amendment duly made
thereof; and
	 
	 	(iv)	 	Not less than three months’ notice of termination in writing.





2. Powers and Duties





	 	(A)	 	You will exercise such powers and perform such duties as are appropriate to your
role as Non-executive Chairman and as described in the 2006 Combined Code on Corporate
Governance and Related Guidance and Good Practice Suggestions (as attached to the 2003
Combined Code on Corporate Governance) and with the relevant provisions of the Companies Act
2006, as and when any such provisions become effective. As Chairman you will continue to serve
as Chairman of the Nomination and Succession Committee, except where the business of the
committee concerns you or the appointment of your successor. The Company Secretary is
available to provide you with full details of the Company’s Corporate Governance




 









 





	 	 	 	arrangements and details of the procedures if you should think it necessary to take
independent professional advice at the Company’s expense.
	 	(B)	 	You will continue to comply with the Shell General Business Principles and the
Shell Code of Conduct and all other reasonable directions from, and all regulations of,
the Company including, without limitation, regulations with respect to confidentiality,
dealings in shares and notifications required to be made by a director to the Company or
any regulatory body under the Companies Acts, the Articles or any other regulations of
the Company. You will also continue to observe the terms and conditions of The City
Code on Take-Overs and Mergers and Financial Service Authority and Stock Exchange
regulations
	 
	 	(C)	 	You will advise the Deputy Chairman immediately if you become aware of any
conflict between your own interests and those of the Company.
	 
	 	(D)	 	It is expected that you will spend on average 2.5 days per week on Company
business (including travelling time). By accepting this appointment, you confirm that
you are able to allocate sufficient time to meet the expectations of your role.
	 
	 	(E)	 	Your principal office is located in The Hague, however it you will spend some
time in London as necessary e.g. meeting shareholders.





3. Remuneration





With effect from 1 January 2007, you will be paid the sum of €750,000 per annum, fixed for
the term of office described in clause 1(A). This sum is paid quarterly in arrears at the
rate of €187,500 per quarter or such higher amount as the Company may from time to time
determine and notify to you in writing.




Pursuant to Dutch law provision Article 9 of the 1965 Wage Tax Implementation Decree, if and
in so far as you may receive a tax free reimbursement of extraterritorial costs, your fee
shall be reduced by 30% and, in and so far as such provision is applied, you shall receive a
reimbursement for extraterritorial costs equal to 30% of the fee.



4. Expenses and company accommodation





Subject to the Articles, the Company will reimburse you for all
reasonable travelling, hotel and incidental expenses which you may
incur in performing your duties.
The Company will continue to provide for the use of an apartment in
The Hague in lieu of hotel accommodation.



5. Confidential Information





	 	(A)	 	You will not, either during the term of your appointment or thereafter:




 









 











	 	(i)	 	use to the detriment or prejudice of the Group or divulge or communicate to
any person any trade secret or any other confidential information concerning the business or
affairs of the Group (except to employees or directors of the Group whose province it is to
know the same) which may have come to your knowledge during the term of your appointment; or
	 
	 	(ii)	 	use for your own purpose or for any purposes other than those of
the Group any information or knowledge of a confidential nature which you may
from time to time acquire in relation to any member of the Group. This
restriction shall cease to apply to any information or knowledge which may come
into the public domain (except through your default).






	 	(B)	 	During the term of your appointment, you will not be or become a director or
employee or agent of any enterprise, or have or acquire any material financial interest in any
enterprise, which competes or is likely to compete or has a significant business relationship
with any member of the Group without the prior consent of the Deputy Chairman in writing (such
consent not to be unreasonably withheld or delayed).





6. Return of Papers





You will promptly whenever requested by the Company, and in any event upon the termination of
your appointment, either (i) deliver up to the Company all correspondence and all other
documents, papers and records which may have been prepared by you or have come into your
possession during your period of appointment or (ii) certify to the Company in writing that
such correspondence, documents, papers and records have been destroyed. You will not retain
copies in paper or electronic form. Title and copyright therein shall vest in the Company.



7. Termination of Appointment





Your appointment will terminate on the earliest of:-




	 	(i)	 	the date of expiry of the period specified in clause 1(A);
	 
	 	(ii)	 	the date of expiry of the period specified in Clause 1(B);
	 
	 	(iii)	 	your ceasing to be a director for any reason pursuant to the Articles or any
applicable law.






Your signature on the duplicate copy of this letter constitutes your irrevocable resignation
as a director of the Company with effect from either:-




	 	(a)	 	the date of expiry of the period specified in clause 1(A); or




 









 






	 	 	 	(b) the date of the expiry of the period specified in clause 1(B).
	 
	 	 	 	If the Company agrees with you in writing that you will serve as Non-executive Chairman until
a later date than the date referred to in (a), your resignation will be effective from that
later date or any extension to it agreed in writing.
	 
	 	8.	 	Directors’ and Officers’ Insurance
	 
	 	 	 	The Company has taken out insurance cover for directors’ and officers’ liabilities and
agreed to indemnify you in accordance with the terms and conditions described in a Deed on
Indemnity dated 1 June 2006. Full details of such cover are available from the Company
Secretary.
	 
	 	9.	 	Arbitration
	 
	 	9.1	 	All disputes between the Company and you shall be resolved exclusively according to the
arbitration and exclusive jurisdiction provisions set out in articles 152, 153 and 154 of the
Articles and articles 152, 153 and 154 shall accordingly be incorporated, mutatis mutandis,
into the terms of this letter of appointment.
	 
	 	9.2	 	In respect of any disputes between a shareholder and you (whether in your capacity as
director of the Company or a subsidiary undertaking of the Company), the Company shall, upon
your request, take all reasonable steps to enforce the shareholder’s submission to arbitration
or to the exclusive jurisdiction of the courts of England and Wales as provided in article 154
(C).
	 
	 	9.3	 	A copy of articles 152, 153 and 154 of the Articles in the form in which they exist as at the
date of this letter of appointment is attached as Annex 1.
	 
	 	9.4	 	References to “dispute” in this clause shall have the same meaning as set out in article 154
of the Articles.
	 
	 	9.5	 	All cross-references to the Articles in this clause will be updated and amended without
further action of either party in the event the Articles themselves are renumbered.
	 
	 	10.	 	Definitions




Any reference in this letter to:-




	 	 	 	 	 
	 

	 	the “Articles”
	 	means the Articles of Association from
time to time of the Company;
	 
	 	 	 	 
	 

	 	the “Board”
	 	means the board of Directors from time
to time of the Company; 
	 
	 	 	 	 
	 

	 	the “Company”
	 	means Royal Dutch Shell plc;

	 
	 	 	 	 
	 

	 	the “Companies Acts”
	 	means every statute from time to
time in force concerning companies insofar as it applies to the Company; and
	 
	 	 	 	 
	 

	 	the “Group”
	 	means the Company and any other company
directly or indirectly controlled by the
Company.






 









 





Please sign and return the duplicate copy of this letter by way of acceptance of its terms.




Yours sincerely,




Lord Kerr of Kinlochard


Deputy Chairman and Senior Independent Non-executive Director




	 	 	 
	I accept the terms of appointment as set out above.
	 	 
	 

	 	 
	 
(Signature)
	 	 
	 
	 	 
	 
(Date)
	 	 





 









 





ANNEX 1



The following is an extract from the Articles, as at the date of this letter of appointment:




“152. Arbitration




     Unless article 153 applies:




	 	(A)	 	All disputes:






	 	(i)	 	between a shareholder in that shareholder’s capacity as
such and the company and/or its directors arising out of or in connection
with these articles or otherwise; and/or
	 
	 	(ii)	 	to the fullest extent permitted by law, between the company
and any of its directors in their capacities as such or as employees of the
company, including all claims made by or on behalf of the company against its
directors; and/or
	 
	 	(iii)	 	between a shareholder in that shareholder’s capacity as such and
the company’s professional service providers; and/or
	 
	 	(iv)	 	between the company and the company’s professional
service providers arising in connection with any claim within the scope of
article 152(A)(iii),
	 
	 	shall be exclusively and finally resolved under the Rules of Arbitration of the
International Chamber of Commerce (“ICC”) (the “ICC Rules”), as amended from time
to time.





	 	(B)	 	The tribunal shall consist of three arbitrators to be appointed in accordance
with the ICC Rules.
	 
	 	(C)	 	The chairman of the tribunal must have at least 20 years experience as a
solicitor or barrister qualified to practise in England and Wales and each other
arbitrator must have at least 20 years experience as a qualified lawyer.
	 
	 	(D)	 	The seat and also the geographical location of the arbitration shall be The
Hague, The Netherlands.
	 
	 	(E)	 	The language of the arbitration shall be English.
	 
	 	(F)	 	These articles constitute a contract between the company and its shareholders
and between the company’s shareholders inter se. This article 152 (as supplemented
from time to time by any agreement to a similar effect between the company and its
directors or professional service providers) also contains or evidences an express
submission to arbitration by each shareholder, the company, its directors and
professional service providers and such submissions shall be treated as a written
arbitration




 









 





	 	 	 	agreement under the Netherlands Arbitration Act, the Arbitration Act 1996 of
England and Wales and Article II of the United Nations Convention on the
Recognition and Enforcement of Foreign Arbitral Awards (1958).
	 	 	 	 
	 	(G)	 	Each person to whom this article 152 applies hereby waives, to the fullest
extent permitted by law: (i) any right under the laws of any jurisdiction to apply to
any court of law or other judicial authority to determine any preliminary point of
law, and/or (ii) any right it may otherwise have under the laws of any jurisdiction to
appeal or otherwise challenge the award, ruling or decision of the tribunal.





153. Exclusive Jurisdiction





	 	(A)	 	This article 153 shall apply to a dispute (which would otherwise be subject
to article 152) in any jurisdiction if a court in that jurisdiction determines that
article 152 is invalid or unenforceable in relation to that dispute in that
jurisdiction.
	 
	 	(B)	 	For the purposes of article 153(A), court shall mean any court of competent
jurisdiction or other competent authority including for the avoidance of doubt, a
court or authority in any jurisdiction which is not a signatory to the New York
Convention.
	 
	 	(C)	 	Any proceeding, suit or action:






	 	(i)	 	between a shareholder in that shareholder’s capacity as
such and the company and/or its directors arising out of or in connection
with these articles or otherwise; and/or
	 
	 	(ii)	 	to the fullest extent permitted by law, between the company
and any of its directors in their capacities as such or as employees of the
company, including all claims made by or on behalf of the company against its
directors; and/or
	 
	 	(iii)	 	between a shareholder in that shareholder’s capacity as
such and the company’s professional service providers; and/or
	 
	 	(iv)	 	between the company and the company’s professional service
providers arising in connection with any claim within the scope of article
153(C)(iii),
	 
	 	may only be brought in the courts of
England and Wales.







	 	(D)	 	Damages alone may not be an adequate remedy for any breach of this article
153, so that in the event of a breach or anticipated breach, the remedies of
injunction and/or an order for specific performance would in appropriate circumstances
be available.




 









 










154 General Dispute Resolution Provisions





	 	(A)	 	For the purposes of articles 152 and 153, a “dispute” shall mean any dispute,
controversy or claim, other than any dispute, controversy or claim relating to any
failure or alleged failure by the company to pay all or part of a dividend which has
been declared and which has fallen due for payment.
	 
	 	(B)	 	The governing law of these articles, including the submissions to arbitration
and written arbitration agreement contained in or evidenced by article 152, shall be
the substantive law of England.
	 
	 	(C)	 	The company shall be entitled to enforce articles 152 and 153 for its own
benefit, and that of its directors, subsidiary undertakings and professional service
providers.
	 
	 	(D)	 	References in articles 152 and 153 to:






	 	(i)	 	“company” shall be read so as to include each and any of
the company’s subsidiary undertakings from time to time; and
	 
	 	(ii)	 	“director” shall be read so as to include each and any
director of the company from time to time in its capacity as such or as
employee of the company and shall include any former director of the company;
and
	 
	 	(iii)	 	“professional service providers” shall be read so as to include the
company’s auditors, legal counsel, bankers, ADR depositaries   and any other
similar professional service providers in their capacity as such from time to time but only if
and to the extent such person has agreed with the company in writing to be bound by article
152 and/or 153 (or has otherwise agreed to submit disputes to arbitration and/or exclusive
jurisdiction in a materially similar way).”