Commentary & Deal Flow

November 18, 2025

Shell plc Announces Early Participation Results and Extends the Early Participation Premium to all Eligible Holders

Shell plc (“Shell”) (LSE: SHEL) (NYSE: SHEL) (AEX: SHELL) today announces that, as of 5:00 p.m., New York City Time, on November 17, 2025 (the “Early Participation Deadline”), the aggregate principal amounts listed below of the five series of notes issued by Shell International Finance B.V. (“Shell International Finance” and 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together with the Shell International Finance Notes, the “Old Notes”) have been validly tendered (and not validly withdrawn) for exchange in Shell’s previously announced offers to exchange (the “Exchange Offers” and each, an “Exchange Offer”) any and all validly tendered (and not validly withdrawn) and accepted Old Notes for a combination of cash and a corresponding series of new notes to be issued on a private placement basis by Shell Finance US Inc.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 Offering Memorandum dated November 3, 2025 (the “Offering Memorandum”).

Shell is also amending the Exchange Offers by offering the Early Participation Premium (as defined below) in respect of all Old Notes that are validly tendered (and not validly withdrawn) by 5:00 p.m., New York City time, on December 3, 2025 (the “Expiration Time”), and that are accepted for exchange, regardless of whether such Old Notes were tendered before or after the Early Participation Deadline.

As announced on November 3, 2025, 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 Shell Group’s (as defined below) capital structure and align indebtedness with its U.S. business.

The following table, based on information provided by D.F. King & Co. Inc., the exchange agent and information agent for the Exchange Offers, indicates, among other things, the total aggregate principal amount of Old Notes and the principal amount of each series of Old Notes validly tendered (and not validly withdrawn) prior to the Early Participation Deadline.

(1)    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 set forth in the table above. Eligible Holders (as defined below) 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 Early Participation Premium consists of $30 principal amount of New Notes. The Early Participation Premium, previously being offered only to those Eligible Holders of Old Notes that were validly tendered (and not validly withdrawn) prior to the Early Participation Deadline and accepted for exchange, will now be offered through the Expiration Time. Consequently, in exchange for each $1,000 principal amount of Old Notes that is validly tendered prior to the Expiration Time, Eligible Holders will receive $1,000 principal amount of the corresponding series of New Notes and a cash amount of $1.00 (such cash amount, the “Cash Component”), regardless of whether such Old Notes were tendered prior to or after the Early Participation Deadline.

The Expiration Time of the Exchange Offers continues to be 5:00 p.m., New York City time, on December 3, 2025, unless extended. Shell expects the New Notes to be issued and the Cash Component to be delivered on the third business day immediately following the Expiration Time (the “Settlement Date”), being December 8, 2025, if the Exchange Offers are not extended.

The dealer managers for the Exchange Offers are:

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

Tenders of Old Notes are irrevocable, except in certain limited circumstances where additional withdrawal rights are required by law as determined by us. Subject to applicable law, Shell may terminate the Exchange Offer in respect of any one or more series of Old Notes if the conditions described in the Offering Memorandum are not satisfied or waived by the Expiration Time.

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 Old Notes to tender.

Eligible Holders are urged to read the exchange offer materials, 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.

Contacts:

Media: International +44 (0) 207 934 5550; USA +1 832 337 4355