Shell plc (SHEL) Commences Second $4.5B Tranche of Share Buyback

Shell plc (NYSE: SHEL):

Shell announces the second tranche of the share buyback programme

May 5, 2022

Shell plc (the ‘company’) today announces the commencement of trading in the second tranche of its US$ 8.5 billion share buyback programme previously announced on February 3, 2022. The company completed the first tranche of this share buyback programme (the ‘initial tranche’) on May 4, 2022. In aggregate, between February 3, 2022 and May 4, 2022, the company repurchased 148,200,897 ordinary shares for an aggregate consideration of $4 billion. It is intended that, subject to market conditions, the second tranche of this buyback programme (the ‘second tranche’) will be completed by the company’s Q2 results, which are scheduled for July 28, 2022.

In the second tranche, the company has entered into an irrevocable, non-discretionary arrangement with a broker to enable the purchase of ordinary shares for a period up to and including July 22, 2022. The aggregate maximum consideration for the purchase of ordinary shares under the second tranche is $4.5 billion. The purpose of the second tranche is to reduce the issued share capital of the company. All shares repurchased as part of the second tranche will be cancelled.

The maximum number of ordinary shares which may be purchased by the company under the second tranche is 473,893,931, which is the maximum pursuant to the authority granted by shareholders at the company's 2021 Annual General Meeting, less the number of ordinary shares repurchased by the company pursuant to the share buyback programmes announced on July 29, 2021, December 2, 2021 and February 3, 20221.

The broker will make its trading decisions in relation to the company's securities independently of the company. The second tranche will be carried out on the London Stock Exchange and/or on BATS and/or on Chi-X and will be effected within certain pre-set parameters. It will be conducted in accordance with the company's general authority to repurchase shares granted by its shareholders at the company’s Annual General Meeting held on May 18, 20211, and in accordance with Chapter 12 of the Listing Rules, Article 5 of the Market Abuse Regulation 596/2014/EU dealing with buy-back programmes (“EU MAR”) and EU MAR as “onshored” into UK law from the end of the Brexit transition period (on 11:00 pm on 31 December 2020) through the European Union (Withdrawal) Act 2018 (as amended by the European Union (Withdrawal Agreement) Act 2020), and as amended, supplemented, restated, novated, substituted or replaced by relevant statutory instruments (including, The Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310)), from time to time and the Commission Delegated Regulation (EU) 2016/1052 (the “EU MAR Delegation Regulation”) and the EU MAR Delegated Regulation as “onshored” into UK law from the end of the Brexit transition period (on 11:00 pm on 31 December 2020) through the European Union (Withdrawal) Act 2018 (as amended by the European Union (Withdrawal Agreement) Act 2020), and as amended, supplemented, restated, novated, substituted or replaced by relevant statutory instruments (including, The Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310)), from time to time.

1 The existing shareholder authority to buy back shares granted at the company's 2021 Annual General Meeting expires at the earlier of the close of business on August 18, 2022, and the end of the date of the company's 2022 Annual General Meeting. The company expects to seek renewal of shareholder authority to buy back shares at subsequent Annual General Meetings.

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