Shell holds about 98.5% of Royal Dutch following its unification with Shell Transport & Trading.
Remaining shareholders will receive cash or loan notes exchangeable for Royal Dutch 'A' shares.
Shell linked its UK and Dutch arms in a bid to restore confidence after a damaging reserves scandal last year.
The scandal was partly blamed on the complicated management and ownership structure.
To enable the new buyout plans, the company said it would merge Royal Dutch into a subsidiary, Shell Petroleum NV.
The restructuring requires an extraordinary general meeting of shareholders but should be wrapped up by the end of the year, Shell said in a statement.
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