April 01, 2022

Following the company’s announcement on March 1, 2022 that due to Jessica Uhl’s family situation a long-term relocation to the UK is not viable, Jessica has stepped down as Chief Financial Officer and director of Shell plc (“Shell”) from 31 March 2022. Jessica will be available to assist Sinead Gorman and the board with the transition until 30 June, after which she will leave the group.

The following information is provided pursuant to Section 430(2B) of the Companies Act 2006. The provisions set out below are in accordance with the Directors Remuneration Policy (“Policy”) approved by shareholders at the time of the 2020 Annual General Meeting (“AGM”).

  1. Compensation for loss of function: a gross payment of GBP 921,000, equivalent to one times the base salary. The Loss of Charge payment will be made in twelve equal installments every two weeks, and overdue payments will be reduced by 50% if Jessica returns to a paid role during this period.

2. Remuneration payments
(i) Salary 2022: Jessica will continue to receive her base salary until June 30, 2022.

(ii) 2022 Annual Bonus: An annual bonus pro-rated against the 2022 performance year will be determined by Shell’s Compensation Committee in July 2022. 50% of any bonus awarded will be delivered in shares subject to a vesting period. detention for three years. which remains in effect after Jessica leaves the service of the Shell group.

(iii) Long-Term Incentive (“LTIP”):

  • The 2020 and 2021 LTIP grants will be reduced to reflect the portion of the performance period that has elapsed until June 30, 2022. The retained grants will then vest subject to the satisfaction of the performance conditions assessed over the performance period. normal three years. These rewards are subject to adjustment events (malus and recovery) which remain in effect after Jessica leaves the service of the Shell group.

  • The 2022 LTIP award expires in its entirety.

(iv) Retirement: Jessica will continue to accrue her retirement benefits until June 30, 2022.

(v) Benefits:

  • Medical insurance benefits will continue until June 30, 2022.

  • The Shell Group’s international mobility provisions will apply in respect of tax filing assistance and relocation assistance (such as moving household goods, transportation and temporary accommodation).

The information presented above will be updated in the DRR 2022, as appropriate, to reflect any other decision taken by the Remuneration Committee which will be in accordance with the Directors’ Remuneration Policy.

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Caution note

The companies in which Shell plc directly and indirectly hold investments are separate legal entities. In this disclosure, “Shell”, “Shell Group” and “Group” are sometimes used for convenience when references are made to Shell plc and its subsidiaries generally. Similarly, the words ‘we’, ‘us’ and ‘our’ are also used to refer to Shell plc and its affiliates generally or the people who work for them. These terms are also used when it is not useful to identify the particular entity or entities. “Subsidiaries”, “Shell subsidiaries” and “Shell companies” as used in this disclosure refer to entities over which Shell plc exercises direct or indirect control. Unincorporated entities and arrangements over which Shell has joint control are generally referred to as ‘joint ventures’ and ‘joint operations’, respectively. “Joint ventures” and “joint ventures” are collectively referred to as “partnerships”. Entities over which Shell exercises significant influence but without control or joint control are referred to as associates. The term “Shell Interest” is used for convenience to indicate Shell’s direct and/or indirect interest in an unincorporated entity or partnership, after excluding any third party interests.

Forward-looking statements

This disclosure contains forward-looking statements (within the meaning of the United States Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations and businesses of Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements regarding Shell’s potential exposure to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by the use of terms and expressions such as “objective”, “ambition”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “goals ”, ”intend”, ”may”, ”milestones”, ”goals”, ”outlook”, ”plan”, ”probably”, ” project”, ”risks”, ”plan”, ”seek”, ”should”, ”target”, ”will” and similar terms and expressions. A number of factors could affect Shell’s future operations and could cause actual results to differ materially from those expressed in the forward-looking statements included in this communication, including (without limitation): (a) fluctuations in crude oil and natural gas prices; (b) changes in demand for Shell’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserve estimates; (f) loss of market share and industry competition; (g) environmental and physical risks; (h) the risks associated with identifying suitable properties and potential acquisition targets, as well as the successful negotiation and consummation of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, judicial, tax and regulatory developments, including regulatory measures aimed at combating climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in project approvals and delays in the reimbursement of shared costs; (m) risks associated with the impact of pandemics, such as the COVID-19 (coronavirus) outbreak; and (n) changes in trading conditions. No assurance is provided that future dividend payments will equal or exceed prior dividend payments. All forward-looking statements contained in this disclosure are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional risk factors that may affect future results are contained in Shell plc’s Form 20-F for the year ended December 31, 2021 (available at www.shell.com/investor and www.sec.gov). These risk factors also expressly qualify any forward-looking statements contained in this disclosure and should be considered by the reader. Each forward-looking statement speaks only as of the date of such disclosure, April 1, 2022. Neither Shell plc nor any of its subsidiaries undertakes to publicly update or revise any forward-looking statement as a result of new information. , future events or other information. In light of these risks, actual results could differ materially from those expressed, implied or inferred from the forward-looking statements contained in this disclosure.

Shell’s net carbon footprint

Additionally, in this disclosure, we may refer to Shell’s “net carbon footprint” or “net carbon intensity”, which includes Shell’s carbon emissions from the production of our energy products, carbon from our suppliers when supplying energy for this production and that of our customers. carbon emissions associated with their use of the energy products we sell. Shell only monitors its own emissions. The use of Shell’s terms ‘net carbon footprint’ or ‘net carbon intensity’ is for convenience only and is not intended to imply that these emissions are those of Shell plc or its affiliates.

Shell’s net zero emissions target

Shell’s operating plan, outlook and budgets are planned for a ten-year period and are updated annually. They reflect the current economic environment and what we can reasonably expect over the next ten years. Accordingly, they reflect our Scope 1, Scope 2 and Net Carbon Footprint (NCF) targets for the next ten years. However, Shell’s operating plans cannot reflect our 2050 net zero emissions target and our 2035 NCF target, as these targets are currently outside of our planning period. Going forward, as the company moves towards net zero emissions, we expect Shell’s operating plans to reflect this move. However, if the company is not at net zero by 2050, by now there would be a significant risk that Shell would not meet this target.

Non-GAAP Measures

This information may contain certain forward-looking non-GAAP measures such as cash capital expenditures and divestitures. We are unable to provide a reconciliation of these forward-looking non-GAAP measures to the most comparable GAAP financial measures because certain information necessary to reconcile these non-GAAP measures to the most comparable GAAP financial measures comparables depend on future events, some of which are beyond Shell’s control, such as oil and gas prices, interest rates and currency exchange rates. Furthermore, estimating these GAAP measures with the precision required to provide a meaningful reconciliation is extremely difficult and could not be accomplished without unreasonable effort. Non-GAAP measures relating to future periods that cannot be reconciled to the most comparable GAAP financial measure are calculated in a manner that is consistent with accounting policies applied in Shell plc’s consolidated financial statements.

The content of websites mentioned in this disclosure is not part of this disclosure.

We may have used certain terms, such as resources, in this disclosure that the United States Securities and Exchange Commission (SEC) strictly prohibits us from including in our filings with the SEC. Investors are urged to carefully review the information contained in our Form 20-F, File No. 1-32575, available on the SEC’s website at www.sec.gov.