UPDATE 2-Royal Dutch Shell shareholders back plan to shift to London

* 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
(Recasts with shareholder vote)

By Toby Sterling and Ron Bousso

ROTTERDAM/LONDON, Dec 10 (Reuters) - Royal Dutch Shell PLC
shareholders voted overwhelmingly on Friday in favour
of a plan to end the company's dual share structure and move its
headquarters to London from The Hague.

With roughly 58% of outstanding shares cast, a preliminary
tally showed 99% of shareholders supported a special resolution
enabling the corporate structure change.

Official results were expected later in the day, but no
significant change was expected as the vast majority of
institutional shareholders had voted early.

The proposal, which would see the company renamed Shell PLC,
losing the "Royal Dutch" title it has had for more than a
century, requires approval by 75% of shareholder votes cast.

Shell board members were to meet later to make a final
decision, with the move planned sometime in early 2022.

The company's boards presented the plan in November https://www.reuters.com/world/uk/shell-proposes-single-share-structure-tax-residence-uk-2021-11-15,
saying the simplification would strengthen Shell's
competitiveness and make paying dividends and share buybacks
easier.

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.

"We have considerable operations here in the Netherlands ...
and that will not be changed one bit by the possible change in
location," Chairman Andrew Mackenzie said ahead of the vote.

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 a factor in the move. Because the company's
headquarters and tax home are now in the Netherlands, dividends
it pays 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 via a trust
registered on the Channel Island Jersey to avoid the Dutch tax.

The new single-share structure and British tax home will
resolve those issues, as 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 said it was "disappointed" by Shell's
decision to leave. A member of the Green party in the Dutch
parliament raised the idea of levying an "exit tax" on the
company, but failed to gain support.

After the vote, Mackenzie said the company would "continue
to be very proud that the Netherlands is part of our heritage"
and said the firm would retain a major presence in the country.

(Reporting by Toby Sterling; Additional reporting by Ron Bousso
in London and Anthony Deutsch in Amsterdam; Editing by Richard
Pullin and Edmund Blair)