Papers of the Interdepartmental Conference on Middle Eastern Affairs [‎63v] (126/290)

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the directors of the other companies shall be British-born British subjects, and shall be
precluded from selling or disposing of their capital assets so as to place the same outside
British control.
The Anglo-Saxon Petroleum Company, Limited, which company by virtue of
various contracts controls and manages the companies detailed in the schedule hereto
annexed shall be reconstituted so that the control of ail these companies shall be
permanently vested in the Shell Transport and Trading Company.
(d.) As arranged, any of the companies specifi *d in the schedule hereto annexed,
which are not now registered in the United Kingdom, shall be brought under British
control as soon as practicable, with the exception of the company specified in paragraph 4
of the said schedule.
(e.) None of the properties, le.ises, concessions or ships of the companies and
none of The other capital assets of the companies of a value exceeding £X shall oe sold,
leased, mortgaged, or otherwise dealt with in any way which shall have the effect of
vesting the control thereof in anvone other than the Board of Directors of the
companies or other companies similarly constituted without the approval of an
extraordinary resolution of the companies in general meeting, and any contract or
arrangement in contravention of this provision shall, notwithstanding any other
provision of the Articles of Association of the companies and any powers conferred upon
the directors of companies, he absolutely void and of no effect.
(/.) Fresh interests in production, transport, and marketing, other than interests
which have holdings under French control, and interests in territories under Dutch
rule, shall always be entered into or acquired by the Royal Dutch Shell Group through
the medium of the Anglo-Saxon Petroleum Company, unless the British nominee, as
hereinafter defined, consents that such interests shall be otherwise controlled.
((/.) The Articles of Association of the companies concerned shall provide or be
altered by special resolution to provide for the following points :—
1 . If possible there shall be a special class of shares to be called British Control
Shares of small nominal amount, say £X in each case. If this is impossible, some other
method shall be adopted giving to the British nominee mentioned below special powers
as detailed in the following section.
2 . The Governor of the Bank of England of some such nominee as may be agreed
between the parties to be called the “ British nominee” shall be entitled to one vote
only on all questions at general meetings other than the following, viz. :—
(a.) Any resolution for the alteration or cancellation of any of the special pro
visions herein referred to ;
(b.) Any resolution for the approval of any arrangement for sale, lease, mortgage,
or other disposition of the capital assets of the companies as above mentioned ;
(c.) Any resolution for liquidation, except where the company is actually shown
to be trading at a loss;
(d.) Any resolution for the alteration of the Articles of Association;
oh which questions the British nominee shall exercise a number of votes exceedingly
one vote the total number of votes which can be cast by the other parties entitled to
attend and vote at such meetings.
The British nominee will also be entitled at all times to vote the election of any
new British Director.
3. For any general meeting convened for any of the purposes (a) (b) (c) and (d),
referred to in paragraph (g) 2 above, there shall not be a quorum present at any such
meeting unless the British nominee is present or represented by proxy.
4. Any person, whether a shareholder or not, may be appointed to act as proxy
for the British nominee.
o. At least three-fourths of the directors of the Shell Transport and Trading
Company and the majority of the directors in the companies specified in the schedule
hereto annexed s-hall be always British-born British subjects.
(i. The consumers of the British Empire and of France and its colonies shall receive,
as regards prices, quantities and deliveries, the advantages of the most-favoured nation.
7. Taxation clause protecting Dutch shareholders to be provided.
8 . This agreement is initialled by Lord Hareourt and Mr. Deterding as a recom
mendation by the former to His Majesty’s Government, and by the latter to his Dutch
colleagues, but is not binding on either until confirmed by each.
March 0, 1919.