Pursuant to the Securities Act 1978, the Securities Commission gives the following notice (to which is appended a statement of reasons of the Securities Commission).

1 Title

2 Commencement

3 Expiry

4 Interpretation

5 Exemption from sections 33(2), 37, 37A, 38A, and 51 to 54B of Act and from Regulations (except regulation 8)

6 Conditions of exemptions in clause 5

7 Condition of exemption from section 33(2) of Act

Notice

1 Title

This notice is the Securities Act (Royal Dutch Shell plc) Exemption Notice 2006.

2 Commencement

This notice comes into force on the day after the date of its notification in the Gazette.

3 Expiry

This notice expires on the close of 31 July 2010.

4 Interpretation

(1) In this notice, unless the context otherwise requires,—

Act means the Securities Act 1978

eligible person means a person who is an employee or a director of a specified employer at the time debt securities are offered to that person in connection with an employee share purchase scheme

employee share purchase scheme means a scheme established by RDS under which eligible persons may acquire ordinary shares, or rights or options to acquire ordinary shares, issued by RDS

overseas bank means a bank licensed or authorised by the central banking authority of a country other than New Zealand to carry on banking business in that country

published financial statements means financial statements that are published, issued, or prepared in accordance with the laws of the United Kingdom

RDS means Royal Dutch Shell plc, a company incorporated in England

registered bank has the same meaning as in section 2 of the Reserve Bank of New Zealand Act 1989

Regulations means the Securities Regulations 1983
savings scheme issuer means—
- (a) a registered bank; or
- (b) an overseas bank; or
- (c) a specified employer
specified employer means—
- (a) Shell Todd Oil Services Limited; or
- (b) any subsidiary of RDS.
(2) Any term or expression that is defined in the Act or the Regulations and used, but not defined, in this notice has the same meaning as in the Act or the Regulations.

5 Exemption from sections 33(2), 37, 37A, 38A, and 51 to 54B of Act and from Regulations (except regulation 8)

Every savings scheme issuer and every person acting on its behalf is exempted from sections 33(2), 37, 37A, 38A, and 51 to 54B of the Act and the Regulations (except regulation 8) in respect of any debt securities that are—
- (a) offered only to eligible persons; and
- (b) issued by the savings scheme issuer in connection with an employee share purchase scheme.

6 Conditions of exemptions in clause 5

(1) The exemptions in clause 5 are subject to the condition that the person to whom the offer of debt securities is made has received, before subscribing for the debt securities,—
- (a) an English version or English translation of the following information (which may be in 1 or more documents):
  - (i) the most recent annual report of RDS; and
  - (ii) the most recent published financial statements of RDS; and
  - (iii) the current rules of the employee share purchase scheme to which the debt securities relate, or a summary of those rules; and
  - (iv) the terms of the offer in New Zealand; or
- (b) a notice stating—
  - (i) that the information described in paragraph (a) is available on an Internet or intranet site operated by or on behalf of RDS; and
  - (ii) the address of that Internet or intranet site; and
  - (iii) that the information will be sent, without fee, to the person to whom the offer is made on request, and how and to whom that request may be made.
(2) The exemptions in clause 5 are subject to the condition that the information described in subclause (1)(a) is received by the Registrar of Companies before the date of allotment of the debt securities.

7 Condition of exemption from section 33(2) of Act

The exemption in clause 5 from section 33(2) of the Act is subject to the condition that the subscriptions received from the debt securities are held in a bank account that holds only those subscriptions until the earlier of the following events:
- (a) the debt securities offered in connection with the employee share purchase scheme are allotted; or
- (b) the subscriptions are disposed of in accordance with the employee share purchase scheme.

Dated at Wellington this 21st day of March 2006.

The Common Seal of the Securities Commission was affixed in the presence of:

[Seal]

C A N Beyer,
Member.

Statement of reasons

This notice comes into force on the day after the date of its notification in the Gazette and expires on 31 July 2010.

This notice exempts registered banks, overseas banks, Shell Todd Oil Services Limited (Shell Todd), and any subsidiary of Royal Dutch Shell plc (RDS), and any person acting on behalf of any of them, from sections 33(2), 37, 37A, 38A, and 51 to 54B of the Securities Act 1978 and the Securities Regulations 1983 (except regulation 8).

The exemption applies, subject to conditions, to debt securities issued to employees or directors of Shell Todd or a subsidiary of RDS in connection with an employee share purchase scheme.

The Securities Commission considers that it is appropriate to grant the exemption because—

one of the companies operated by the Shell Group in New Zealand is a 50/50 joint venture company owned by Shell (Petroleum Mining) Company Limited and Todd Petroleum Mining Company Limited. Shell Group will extend the offer of debt securities to employees of that company. Those employees are likely to have knowledge of RDS on the basis of their employment with the joint venture company. The offer to those employees prevents reliance on the Securities Act (Overseas Employee Share Purchase Schemes) Exemption Notice 2002 (the OESPS class exemption) because the joint venture company is not a subsidiary of RDS. In other respects the offer would comply with the OESPS class exemption:
the Securities Commission has previously approved an exemption that is similar in all material respects for Serco Group plc. A previous exemption, now expired, granted to the Shell Group was also similar in all material respects. The Securities Commission considers it is consistent with the policy of the OESPS class exemption and with the previous Serco and Shell exemptions to grant this exemption.

Issued under the authority of the Acts and Regulations Publication Act 1989.

Date of notification in Gazette: 23 March 2006.

1General
2Status of reprints
3How reprints are prepared
4Changes made under section 17C of the Acts and Regulations Publication Act 1989
5List of amendments incorporated in this reprint (most recent first)

Notes

1 General

This is a reprint of the Securities Act (Royal Dutch Shell plc) Exemption Notice 2006. The reprint incorporates all the amendments to the notice as at 1 August 2010, as specified in the list of amendments at the end of these notes.

Relevant provisions of any amending enactments that contain transitional, savings, or application provisions that cannot be compiled in the reprint are also included, after the principal enactment, in chronological order. For more information, see http://www.pco.parliament.govt.nz/reprints/ .

2 Status of reprints

Under section 16D of the Acts and Regulations Publication Act 1989, reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by the amendments to that enactment. This presumption applies even though editorial changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in the reprint.

This presumption may be rebutted by producing the official volumes of statutes or statutory regulations in which the principal enactment and its amendments are contained.

3 How reprints are prepared

A number of editorial conventions are followed in the preparation of reprints. For example, the enacting words are not included in Acts, and provisions that are repealed or revoked are omitted. For a detailed list of the editorial conventions, see http://www.pco.parliament.govt.nz/editorial-conventions/ or Part 8 of the Tables of New Zealand Acts and Ordinances and Statutory Regulations and Deemed Regulations in Force.

4 Changes made under section 17C of the Acts and Regulations Publication Act 1989

Section 17C of the Acts and Regulations Publication Act 1989 authorises the making of editorial changes in a reprint as set out in sections 17D and 17E of that Act so that, to the extent permitted, the format and style of the reprinted enactment is consistent with current legislative drafting practice. Changes that would alter the effect of the legislation are not permitted.

A new format of legislation was introduced on 1 January 2000. Changes to legislative drafting style have also been made since 1997, and are ongoing. To the extent permitted by section 17C of the Acts and Regulations Publication Act 1989, all legislation reprinted after 1 January 2000 is in the new format for legislation and reflects current drafting practice at the time of the reprint.

In outline, the editorial changes made in reprints under the authority of section 17C of the Acts and Regulations Publication Act 1989 are set out below, and they have been applied, where relevant, in the preparation of this reprint:
- •omission of unnecessary referential words (such as “of this section” and “of this Act”)
- •typeface and type size (Times Roman, generally in 11.5 point)
- •layout of provisions, including:
  - •indentation
  - •position of section headings (eg, the number and heading now appear above the section)
- •format of definitions (eg, the defined term now appears in bold type, without quotation marks)
- •format of dates (eg, a date formerly expressed as “the 1st day of January 1999” is now expressed as “1 January 1999”)
- •position of the date of assent (it now appears on the front page of each Act)
- •punctuation (eg, colons are not used after definitions)
- •Parts numbered with roman numerals are replaced with arabic numerals, and all cross-references are changed accordingly
- •case and appearance of letters and words, including:
  - •format of headings (eg, headings where each word formerly appeared with an initial capital letter followed by small capital letters are amended so that the heading appears in bold, with only the first word (and any proper nouns) appearing with an initial capital letter)
  - •small capital letters in section and subsection references are now capital letters
- •schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross-references are changed accordingly
- •running heads (the information that appears at the top of each page)
- •format of two-column schedules of consequential amendments, and schedules of repeals (eg, they are rearranged into alphabetical order, rather than chronological).

5 List of amendments incorporated in this reprint (most recent first)

Securities Act (Royal Dutch Shell plc) Exemption Notice 2006 (SR 2006/65): clause 3

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Securities Act (Royal Dutch Shell plc) Exemption Notice 2006