The agreement to sell 111.8 million shares or its 13.28% stake in Woodside equity capital was announced by Shell Monday.
The sale of the shares, which represent 13.28% of the issued capital of Woodside, is expected to be complete on November 14.
Shell said the the sale of 71.6 million shares would produce pre-tax proceeds of about $US1.7 billion (A$2.2 billion).
Shares in Australia's largest oil and gas company Woodside Petroleum Limited (ASX: WPL) are down over 3% this morning to $31.20 following global oil giant Royal Dutch Shell divesting its remaining $3.5 billion holding in the company.
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The divestment program is an important part of Shell's strategy to reshape itself, as well as deliver a world class investment case and strengthen its financial network.
Shell was blocked from taking over Woodside by then Treasurer, Peter Costello in a bid worth $US5.1 billion.
Shell said it had agreed not to dispose of any of its remaining shares in Woodside for a minimum of 90 days from completion of the selldown. "Proceeds from the sale will contribute to reducing our net debt".
Last year, the Anglo-Dutch major concluded a change in Shell's level of involvement in Woodside's financial and operating policy decisions resulted in Shell no longer having significant influence.