Royal Dutch Petroleum Co (Shell) and Shell Transport and Trading Company PLC `Unification Conference Call` - Final.

Original Source: FD (FAIR DISCLOSURE) WIRE

OPERATOR: Welcome to the Royal Dutch Shell conference call on the 20th of May, 2005. Throughout today's recorded presentation, all participants will be in a listen-only mode. After the presentation, there will be an opportunity to ask questions. (Operator Instructions). I will now hand the conference over to Mr. David Lawrence. Thank you, sir. Please go ahead.

DAVID LAWRENCE, IR, ROYAL DUTCH PETROLEUM COMPANY: Thank you, operator. Hello and welcome to this afternoon's teleconference. I'm David Lawrence, Executive VP, Investor Relations, and with me are Peter Voser, our Chief Financial Officer; Andy Longden, Executive VP, Treasury and Corporate Finance; and Pat Ellingsworth, Executive VP, Tax.

Yesterday we announced the final proposals for the unification of Royal Dutch and Shell Transport under a single company, Royal Dutch Shell, and full documentation on these proposals has now been made available to shareholders. The documents include the Royal Dutch offer document, the Shell Transport scheme of arrangement documents, the Royal Dutch Shell listing particulars and the USF4 registration statement. These are available on our website.

The purpose of today's presentation is to outline the timetable and key steps required over the next two months to undertake the unification. We will talk through and take your questions on some of the more technical areas related to the transaction.

As is customary with this kind of presentation, we would draw your attention to the legal notices at the start and end of the presentation. Please take a moment to read through this. Thank you.

We will begin with a short overview of the transaction led by Peter Voser. This will then be followed by time set aside for questions. I will now turn this over to Peter.

PETER VOSER, CFO, ROYAL DUTCH PETROLEUM COMPANY: Thanks, Dave, and good afternoon to everybody. I will start with slide three. We continue to make significant progress on the transaction. I'm very pleased that we're on track and on schedule with the process we outlined earlier. We have delivered what we said we would and are ready to move forward towards the shareholder meeting in June and the completion in July.

The new Royal Dutch Shell will be one company with one Board and one Chief Executive and one headquarters. The implementation of the transaction and the governance proposals will deliver significant benefits, including clarity and simplicity of governance, increased management efficiency, increased accountability and increased flexibility to issue equity and debt.

Let me briefly summarize. Increased clarity and simplicity of governance. The best example here is our much-simplified vote structure, a smaller single-tiered Board headed by a nonexecutive Chairman overseeing one Company, increased management efficiency. There are some examples here. To name a few, going from two headquarters to one; centralizing of key functions such as finance; a streamlined authority and decision processes for investment proposals; increased accountability. The chief executive, Jeroen Van der Veer, reports to the Board and the Executive Directors report directly to the Chief Executive. A drive for accountability extends into each of the businesses and major functions. In finance, for example, Executive VPs of Finance for the businesses and the major functions report to me directly. Very straightforward and clear. Also, single publicly traded entities expected to facilitate equity and debt issuance if and when required.

As you know, many of these proposals have already been implemented and are already in place. We're not standing still while we move the transaction forward.

I move on to slide four. Here is what we look forward to regarding the expected timetable. The Royal Dutch offer acceptance period starts today, the 20th of May. On the 28th of June, the approval of Shell Transport shareholders will be sold in respect of the scheme. Approval of the implementation agreement by Royal Dutch shareholders will be sought at the Royal Dutch AGM on the same day. On the 18th of July, the Royal Dutch offer acceptance period ends, subject to extension. A day later, on the 19th of July, the hearing of the petition to sanction the scheme will take place at the high court. And finally, on the 20th of July, completion will take place and trading in Royal Dutch Shell shares will commence.

Slide five. As you know, the transaction will be implemented by an exchange offer by Royal Dutch Shell for the Royal Dutch shares and by a scheme of arrangements of Shell Transport. The Royal Dutch exchange offer, amongst other factors, is conditional upon 95% acceptances by shareholders, although this can be waived down. The Shell Transport Board is seeking approval of the scheme at the court meeting to be held on the 28th of June 2005, and after Shell Transport's AGM, which is to be held directly thereafter.

The scheme requires approval by a majority in number representing at least 75% in value of shareholders present and voting in person or by proxy. The Royal Dutch votes and Shell Transport directors have recommended the proposals to the shareholders.

Let's move on to the exchange terms on slide six. The terms of the transaction reflect the current 60 to 40% ownership of the Royal Dutch Shell Group by Royal Dutch and Shell Transport. The exchange terms which seek to preserve the existing …