Commentary & Deal Flow

Shell plc Commences Any and All Exchange Offers for Six Series of USD Notes Issued by Shell International Finance B.V. and BG Energy Capital plc

November 3, 2025

Shell plc Commences Any and All Exchange
Offers for Six Series of USD Notes
Issued by Shell International Finance B.V. and BG Energy Capital plc

Shell plc (“Shell”) (LSE: SHEL) (NYSE: SHEL) (AEX: SHELL) today announces the commencement of offers to Eligible Holders (as defined below) to exchange (the “Exchange Offers” and each, an “Exchange Offer”) any and all validly tendered (and not validly withdrawn) and accepted notes of five series of notes issued by Shell International Finance B.V. (“Shell International Finance”) (such notes, the “Shell International Finance Notes”) and one series of notes issued by BG Energy Capital plc (“BGEC”) (such notes, the “BGEC Notes” and such BGEC Notes, together with the Shell International Finance Notes, the “Old Notes”) for a combination of cash and a corresponding series of new notes to be issued on a private placement basis by Shell Finance US Inc. (“Shell Finance US”) and fully and unconditionally guaranteed by Shell (the “New Notes”), as described in the table below. Only Eligible Holders are authorized to participate in the Exchange Offers. Each series of New Notes offered in exchange for Shell International Finance Notes will have the same interest rate, maturity date, optional redemption date (where applicable) and interest payment dates as the corresponding series of Shell International Finance Notes and other terms that are substantially identical to the corresponding series of Shell International Finance Notes except for the issuing entity and other minor exceptions as described in the Offering Memorandum dated November 3, 2025 (the “Offering Memorandum”). The series of New Notes being offered in exchange for the BGEC Notes will have the same interest rate, maturity date, optional make-whole redemption spread and interest payment dates as the BGEC Notes and will have certain terms that differ from the BGEC Notes including the identity of the guarantor and as described in the Offering Memorandum.

Shell is conducting the Exchange Offers to migrate the existing Old Notes from Shell International Finance and BGEC to Shell Finance US in order to optimize the Shell Group’s capital structure and align indebtedness with its U.S. business.

Certain information regarding the Exchange Offers is set forth in the table below.

(1)        The term “New Notes” in this column refers, in each case, to the series of New Notes corresponding to the series of Old Notes of like tenor and coupon.

(2)        No Old Notes of a given series will be accepted for exchange unless the aggregate principal amount of New Notes to be issued on the Settlement Date (as defined below) in exchange for such series of Old Notes is greater than or equal to the applicable Minimum New Notes Size (as defined below).   Eligible Holders must validly tender (and not validly withdraw) the Shell International Finance Notes in at least the minimum denomination of $1,000 and the BGEC Notes in at least the minimum denomination of $200,000. The New Notes will be issued only in minimum denominations of $1,000 and whole multiples of $1,000 thereafter. We will not accept tenders of Old Notes if such tender would result in the holder thereof receiving in the applicable Exchange Offer an amount of New Notes below the applicable minimum denomination.

(3)        Consideration per $1,000 principal amount of Old Notes validly tendered (and not validly withdrawn) and accepted for exchange.

(4)        The Early Participation Premium (as defined below) will only be paid to Eligible Holders who validly tender (and do not validly withdraw) their Old Notes prior to the Early Participation Deadline (as defined below).

(5)        Includes the Early Participation Premium for Old Notes validly tendered prior to the Early Participation Deadline (and not validly withdrawn) and accepted for exchange.

No Old Notes of a given series will be accepted for exchange unless the aggregate principal amount of New Notes to be issued on the Settlement Date in exchange for such series of Old Notes is greater than or equal to the applicable minimum new notes size set forth in the table above (the “Minimum New Notes Size” and, such condition, the “Minimum Size Condition”). If the Minimum Size Condition is not satisfied or waived by us with respect to a given series of Old Notes, then no Old Notes of that series will be accepted for exchange (whether or not validly tendered). Satisfaction of the Minimum Size Condition will be tested at the Expiration Time (as defined below) for each series.

Eligible Holders must validly tender (and not validly withdraw) the Shell International Finance Notes in at least the minimum denomination of $1,000 and the BGEC Notes in at least the minimum denomination of $200,000. The New Notes will be issued only in minimum denominations of $1,000 and whole multiples of $1,000 thereafter. We will not accept tenders of Old Notes if such tender would result in the holder thereof receiving in the applicable Exchange Offer an amount of New Notes below the applicable minimum denomination.

The Exchange Offers commenced on November 3, 2025. The Exchange Offers will expire at 5:00 p.m., New York City time, on December 3, 2025 unless extended (such date and time, as it may be extended, the “Expiration Time”). In order to be eligible to receive the total consideration described in the table above (the “Total Consideration”), Eligible Holders must validly tender their Old Notes prior to 5:00 p.m., New York City time, on November 17, 2025, unless extended (such date and time, as it may be extended, the “Early Participation Deadline”).

Tenders of Old Notes may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on November 17, 2025, unless extended by us (such date and time, as it may be extended, the “Withdrawal Deadline”), but tenders will thereafter be irrevocable, except in certain limited circumstances where additional withdrawal rights are required by law as determined by us. We may extend the Early Participation Deadline independent of the Withdrawal Deadline and, subject to applicable law, we may terminate the Exchange Offer in respect of any series of Old Notes if the conditions described in the Offering Memorandum are not satisfied or waived by the Expiration Time.

Upon the terms and subject to the conditions set forth in the Offering Memorandum, including the applicable Minimum Size Condition, in exchange for each $1,000 principal amount of Old Notes that is validly tendered prior to the Early Participation Deadline and not validly withdrawn, Eligible Holders will receive the Total Consideration, which consists of $1,000 principal amount of dollar-denominated New Notes and a cash amount of $1.00.

The Exchange Offers are subject to certain conditions described in the Offering Memorandum. Subject to applicable law, we reserve the right to waive any condition to any of the Exchange Offers, including the Minimum Size Condition, in our sole and absolute discretion, or to terminate the Exchange Offer in respect of any series of Old Notes if certain conditions described in the Offering Memorandum are not satisfied or waived by the Expiration Time.

The Total Consideration includes an early participation premium set forth in the table above (the “Early Participation Premium”), which consists of $30 principal amount of New Notes.

Upon the terms and subject to the conditions set forth in the Offering Memorandum, including the applicable Minimum Size Condition, in exchange for each $1,000 principal amount of Old Notes that is validly tendered after the Early Participation Deadline but prior to the Expiration Time and not validly withdrawn, Eligible Holders will receive only the exchange consideration set forth in the table above (the “Exchange Consideration”), which is equal to the Total Consideration less the Early Participation Premium and so consists of $970 principal amount of New Notes and a cash amount of $1.00.

If, as of the Expiration Time, all conditions, including the applicable Minimum Size Condition, have been or are concurrently satisfied or, where permitted, waived by us in respect of a given Exchange Offer, we will accept for exchange all Old Notes of the applicable series validly tendered for exchange and not validly withdrawn (the date of such exchange, the “Settlement Date”). We expect the Settlement Date to occur on the third business day immediately following the Expiration Time, which would be December 8, 2025, if such Exchange Offer is not extended.

Subject to the rounding described below, no accrued but unpaid interest will be paid on the Old Notes in connection with the Exchange Offers. However, interest on the applicable New Note will accrue from and including the most recent interest payment date of the tendered Old Note, including for any series of Old Notes which has had a record date prior to the issuance of the New Notes. Subject to the minimum denominations as described in the Offering Memorandum, the principal amount of each New Note will be rounded down, if necessary, to the nearest whole multiple of $1,000, and we will pay cash equal to the remaining portion (plus accrued interest thereon), if any, of the exchange price of such Old Note.

The dealer managers for the Exchange Offers are:

The exchange agent and information agent for the Exchange Offers is:

The Exchange Offers are only being made, and the New Notes are only being offered and will only be issued, and copies of the Offering Memorandum will only be made available, to holders of Old Notes (1) either (a) in the United States, that are “qualified institutional buyers,” or “QIBs,” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act or (b) outside the United States, that are persons other than “U.S. persons,” as that term is defined in Rule 902 under the Securities Act, in offshore transactions in reliance upon Regulation S under the Securities Act, or a dealer or other professional fiduciary organized, incorporated or (if an individual) residing in the United States holding a discretionary account or similar account (other than an estate or a trust) for the benefit or account of a non-“U.S. person,” and (2) (a) if located or resident in any Member State of the European Economic Area, who are persons other than “retail investors” (for these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a “qualified investor” as defined in Regulation (EU) 2017/1129), and consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPs Regulation; or (b) if located or resident in the United Kingdom, who are persons other than “retail investors” (for these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; (iii) a retail client, as defined in the Conduct of Business Sourcebook (“COBS”) of the UK Financial Conduct Authority (FCA) Handbook) or (iv) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA), and consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIlPs Regulation”) for offering or selling the New Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation. The Exchange Offers will not be made to holders of Old Notes who are located in Canada. We refer to holders of Old Notes who certify to us that they are eligible to participate in the Exchange Offers pursuant to at least one of the foregoing conditions by completing and returning the eligibility certification as “Eligible Holders.” Only Eligible Holders who have completed and returned the eligibility certification are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offers. The eligibility form is available electronically at: www.dfking.com/shell. There is no separate letter of transmittal in connection with the Offering Memorandum.

This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. The Exchange Offers may be made solely pursuant to the terms and conditions of the Offering Memorandum, and the other related materials. None of the Shell Group, the dealer managers or the exchange agent and information agent makes any recommendations as to whether holders should tender their Old Notes pursuant to the Exchange Offers. Holders must make their own decisions as to whether to tender Old Notes, and, if so, the principal amount of Existing Notes to tender.

Eligible holders are urged to read the exchange offer materials, when available, including the Offering Memorandum, and the other materials related to the proposed exchange offer, because they contain important information.

The issuance of the New Notes has not been registered under the Securities Act or any state securities laws. Unless a subsequent resale is registered under the Securities Act, the New Notes may only be offered or sold in the United States in a transaction that is exempt from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.   This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.