* If approved, Shell's move expected in early 2022
* British tax base seen making buybacks, dividends easier
* Dutch withholding tax a factor in Shell's decision
* Shell says move will not affect its environmental policy
(Updates with colour from meeting; protest outside)
By Toby Sterling and Ron Bousso
ROTTERDAM, Dec 10 (Reuters) - Royal Dutch Shell PLC
shareholders are expected to vote on Friday to approve a plan to
end the company's dual share structure and move its headquarters
to London from The Hague.
The Anglo-Dutch company's board members presented the plan
in November https://www.reuters.com/world/uk/shell-proposes-single-share-structure-tax-residence-uk-2021-11-15.
They said the simplification would strengthen Shell's
competitiveness and make share buybacks and paying dividends
easier.
The plan, which would see the company renamed Shell PLC,
losing the "Royal Dutch https://www.reuters.com/business/energy/shell-shake-up-leaves-dutch-royally-hacked-off-2021-11-15
" title it has had for more than a century, requires approval
from 75% of votes cast at a meeting in Rotterdam. Board members
will meet later to make a final decision, with the move planned
for early 2022.
The Rotterdam meeting began at 0900 GMT, with a vote due to
take place after a question and answer session with the board.
Critics say Shell's decision was motivated in part by a
Dutch court ruling in May https://www.reuters.com/business/sustainable-business/dutch-court-orders-shell-set-tougher-climate-targets-2021-05-26
that ordered it to cut carbon emissions by 45% by 2030. Shell,
which is appealing the ruling, says its environmental policy
will not be affected by the move.
A group of protesters outside Friday's meeting in the Dutch
port city of Rotterdam chanted "Shell must fall!". One banner
read: "You can't run and you can't hide from Climate Justice."
Taxation was also a factor in Shell's decision. With its
headquarters and tax home now in the Netherlands, dividends paid
on its "A" shares are subject to a 15% Dutch withholding tax.
Equal payments for "B" shares are distributed through a
"Dividend Access Mechanism" that sees them streamed through a
trust registered on the Channel Island Jersey to avoid the Dutch
tax.
The new single-share structure and a British tax home will
resolve those issues. Britain does not levy a dividend
withholding tax.
The company plans to return $7 billion in proceeds to
shareholders from the sale of gas assets in the U.S. to
ConocoPhillips. https://www.shell.com/media/news-and-media-releases/2021/shell-signs-agreement-to-sell-permian-business.html
The Dutch government has said it was "disappointed" by
Shell's decision to leave. A member of parliament for the Dutch
Green party raised the idea of levying an "exit tax" on the
company, but that move failed to gain support.
(Reporting by Toby Sterling; Editing by Richard Pullin and
Edmund Blair)
