Changes to the SOCPF Founding Company

We want to update you on changes that have been made within the Shell Group corporate structure and explain how they affect the SOCPF.

In Summary

Shell Petroleum N.V. (SPNV) has been replaced as a “Founding Company” by Shell Group Holdings Limited (SGH).

By way of reminder, Founding Companies hold some discretionary powers in relation to the SCPF but importantly also represent a source of ultimate financial support to the Fund.


In October 2023, the Shell Group made changes to its holding company structure. The changes followed the move of Shell plc’s tax residence from the Netherlands to the UK at the end of 2021.

One of the key changes is that a new holding company, SGH has been established, sitting directly beneath Shell plc, the Group’s top company. As a result, SGH now occupies the position that in the previous structure was largely occupied by SPNV.

Why is this relevant to the SOCPF?

Although these organisational changes were made for simplification reasons unrelated to the SOCPF, they had implications for SPNV which has long been an important company for the SOCPF and the Trustee. Therefore, the Company engaged with the Trustee and its advisers early in the process and the Company and Trustee worked together collaboratively and productively to ensure that the covenant supporting the Fund (that is, the strength of the legally binding promise to support the Fund) remains as strong after the change as it was before. Following these discussions, SPNV (now called Shell Petroleum B.V.) was replaced as a Founding Company by SGH at the same time as the changes to the corporate structure became effective, ensuring that the Trustee’s legally binding access to Group assets is maintained throughout.

As a consequence, the Founding Companies of the SOCPF are now SGH and The Shell Petroleum Company Limited.

We understand that these changes might seem complex but we are pleased to report that the Trustee is satisfied that the strength of the employer covenant provided to the SOCPF has been maintained following the reorganisation. The success of the process is also a demonstration of the value of the collaborative working relationship between the Shell Group and the Trustee.

December 2023

The 2023 SOCPF Source

We are pleased to announce that the 2023 edition of the Shell Contributory Overseas Pension Fund (SOCPF) Newsletter the Source is now available for you to view. In this edition, we have packed in a wealth of information and updates, here's a preview of what you can expect:

Scheme Funding Update: An update on the financial health of the SOCPF.

Join the Member Experience Panel: We are excited to introduce a new opportunity for our members to get involved with the SOCPF. Join our Member Experience Panel and have a say in shaping future communications like the Source.

Your feedback and engagement are important, so please don't hesitate to contact us if you have any questions, suggestions, or comments. You can contact us at

October 2023

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