Shell plc - Notice of Annual General Meeting

This document is important and

requires your immediate attention

If you are in any doubt about what action to

take,you should seek your own personal advice

immediately from a ﬁnancial adviser authorised

under the Financial Services and Markets Act

2000 if you are in the UK or, if you are not, from

another appropriately authorised ﬁnancial adviser.

If you have sold or transferred all your shares

inShell plc (the “Company”), please give this

document and the accompanying documents

tothestockbroker or other agent through whom

the sale or transfer was effected fortransmission

tothepurchaser.

Shell plc

Notice of Annual

General Meeting

Tuesday May 21, 2024 at 10:00 (UK Time)

The Shell plc Annual General Meeting will be a

hybridmeeting, held online via the Lumi electronic

meeting platform and at the InterContinental London

– The O2, 1 Waterview Drive, Greenwich Peninsula,

London SE10 0TW, United Kingdom

2 Shell Notice of Annual General Meeting 2024

Chair’s Letter

Notice of Annual General Meeting

Shareholder Resolution

and Supporting Statements

Directors’ response

to Shareholder Resolution

Explanatory notes on resolutions

Directors’ biographies

Shareholder notes

Attendance arrangements

Cautionary note

The companies in which Shell plc directly and indirectly owns investments are separate legal entities. In this

Notice of Annual General Meeting “Shell”, “Shell Group” and “Group” are sometimes used for convenience

where references are made to Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our”

are also used to refer to Shell plc and its subsidiaries in general or to those who work for them. These terms are

also used where no useful purpose is served by identifying the particular entity or entities.

Also, in this Notice of Annual General Meeting we may refer to Shell’s “Net Carbon Intensity” (NCI), which

includes Shell’s carbon emissions from the production of our energy products, our suppliers’ carbon emissions

in supplying energy for that production and our customers’ carbon emissions associated with their use of the

energy products we sell. Shell’s NCI also includes the emissions associated with the production and use of

energy products produced by others which Shell purchases for resale. Shell only controls its own emissions.

Theuse of the terms Shell’s “Net Carbon Intensity” or NCI are for convenience only and not intended to

suggest these emissions are those of Shell plc or its subsidiaries.

Shell’s operating plan, outlook and budgets are forecasted for a ten-year period and are updated every

year. They reflect the current economic environment and what we can reasonably expect to see over the next

ten years. Accordingly, they reflect our Scope 1, Scope 2 and NCI targets over the next ten years. However,

Shell’s operating plans cannot reflect our 2050 net-zero emissions target, as this target is currently outside our

planning period. In the future, as society moves towards net-zero emissions, we expect Shell’s operating plans

to reflect this movement. However, if society is not net zero in 2050, as of today, there would be significant risk

that Shell may not meet this target.

The contents of any websites referred to in this document do not form part of this document.

Documents incorporated by reference

The Shell Energy Transition Strategy 2024 which was published on March 14, 2024 by way of regulatory

announcement (available at shell.com/investors/news-and-filings/uk-regulatory-announcements.html)

shall be deemed to be incorporated in, and form part of, this Notice of Meeting.

Availability of documents

The Company’s Annual Report and Accounts and the Form 20-F for the year ended December 31, 2023 can

be foundat shell.com/annualreport. The 2024 Notice of Annual General Meeting can also be found at

shell.com/agm. The Shell Energy Transition Strategy 2024 can also be found at shell.com/agm.

If you would like to obtain, free of charge, a paper copy of any of these documents, please contact one

ofthefollowing:

United Kingdom +44 (0)800 169 1679

USA +1 888 301 0504

E-communication

If you are a registered shareholder and hold your shares in your own name, or you hold your shares in the

Shell Corporate Nominee, you can choose to view shareholder communications (for example, the Company’s

Annual Report) by means of our website instead of receiving paper communications. If you opt for website

communications and provide us with your email address, by registering online at shareview.co.uk you will be

sent a notification by email whenever such shareholder communications are added to our website, orinthe

absence of an email address you will be sent a notification by post. Shareholders who participate inthe

meeting electronically are able to access documents electronically that they cannot inspect in person. Ifyou

choose to view shareholder communications by means of our website, you may change your mind at anytime

or obtain, free of charge, acopy of the communication in paper form, by contacting our Registrar atthe

address below.

Equiniti

Aspect House

Spencer Road

Lancing

West Sussex BN99 6DA

United Kingdom

+44 (0)800 169 1679 (UK)

Shell plc

Registered in England and Wales, Company number 04366849

Registered office: Shell Centre, London, SE1 7NA, United Kingdom

Contents

Design and production: Friend

friendstudio.com

Print: Toppan Merrill

Reports are available in

all inclusive formats at

Shell.com/annual-publications

Reporting for all

3Shell Notice of Annual General Meeting 2024

Dear Shareholder,

I am pleased to invite you to the Company’s

Annual General Meeting (“AGM”) which

willbea hybrid meeting, held online via the

Lumielectronic meeting platform, and at the

InterContinental London – The O2, 1 Waterview

Drive, Greenwich Peninsula, London SE10 0TW,

United Kingdom on Tuesday May 21, 2024.

Our hybrid AGM provides three ways in which

shareholders can follow the proceedings: i)

attending and participating in person; ii)

attending and participating in the webcast

byregistering through an electronic platform

(“digitally attending”); or iii) simply watching

thewebcast. Details of how to do each of

theseoptions are provided in this document

onpages 22 to 27.

We strongly encourage you to register for the

“Keep up to date with Shell” section of our

website at shell.com/news-and-insights/

newsroom/email-alerts to receive AGM

information including any changes to the

AGMformat. As in previous years, we strongly

encourage our shareholders to submit their proxy

voting instructions in advance of the meeting.

The primary focus of the AGM will be on the

formal business set out in the Notice of Meeting.

However, to facilitate the engagement we value

with our shareholders, the meeting will include

aQuestion and Answer session, as explained

inthis Notice.

Question and Answer session

Our AGM provides an opportunity for

shareholders to ask questions about the

businessset out in this Notice.

The AGM is also an opportunity for the Board

toengage in dialogue with shareholders. Not

only will the Board update shareholders on the

business model and ﬁnancial performance of the

Company, but shareholders can share their views

and opinions. In recent years, we have sadly

seen some attendees at the meeting whose

methods of engagement were disruptive and,

attimes, unsafe. Actions of this kind will merely

serve tolimit the Board's engagement and

dialogue at the meeting as the Board will always

prioritise the safety of those in attendance.

Therefore, behaviour that may interfere with

anyone’s security or safety or the good order

ofthe meeting (whether physical, verbal or

otherwise) will not be tolerated. Anyone who

does not comply with what the Chair considers

to be the good order of the meeting may be

removed from the meeting without warning.

As Chair of the AGM, I will endeavour to

ensurethat discussions remain relevant and

thatasmany shareholders as possible have

theopportunity to speak. The Question and

Answer session during the AGM will allow both

shareholders attending physically and digitally

an opportunity to pose questions to your Board.

Business of the AGM

The business to be conducted at the AGM is

setout in this Notice with explanatory notes

concerning each of the resolutions. Resolutions

1to 21 represent business which is mainly of a

routine nature for a listed company, and your

Board recommends that you vote in favour

ofthem.

In Resolution 22, the Board is submitting

Shell’sown climate-related resolution to

shareholders foran advisory vote, requesting

that shareholders support Shell’s Energy

Transition Strategy 2024 and vote in favour

ofResolution 22 for the reasons set out on

page 6. Our full Energy Transition Strategy

2024is available at shell.com/agm.

Wehave also received a shareholder resolution

(Resolution 23) pursuant to Section 338 of

theCompanies Act 2006, and your Board

recommends that you vote against this

resolution for the reasons setouton

pages9to10.

The AGM will be conducted in English.

Directors

In line with the UK Corporate Governance Code

(the “Code”), all Directors will retire at the 2024

AGM and seek reappointment by shareholders.

I believe that the Director reappointments

proposed in Resolutions 3 to 14 are in the best

interests of the Company. The biographical

details of each Director are given on pages 14

to19. Finally, an overview of the diversity, skills

and experience represented on the Board is set

out on page 21. I hope you will vote in favour

ofthe Director re-appointment resolutions.

Chair’s letter

Voting

All resolutions for consideration at the AGM

willbe decided on a poll rather than a show

ofhands. This means that a shareholder has

onevote for every share held. Regardless

ofwhether you simply watch the webcast

or digitally attend, we strongly encourage

you to vote your shares ahead of the

meeting through the medium attributable

to the way that you hold your shares.

Yours faithfully,

Sir Andrew Mackenzie

Chair

March 13, 2024

For the latest AGM news

Please register to receive AGM information

in the “Keep up to date with Shell”

sectionof our website at shell.com/

news-and-insights/newsroom/email-alerts

where we will alsonotify shareholders

offuture events in2024.

AGM webcast

Our webcast will be broadcast live at

10:00 (UK time), 11:00 (Dutch time) on

Tuesday May 21, 2024 – the day of the

AGM. Shareholders who wish to simply

watch the webcast should log on to

shell.com/agm/webcast and follow the

online instructions. Shareholders that want

to vote or ask questions at the meeting

should access the digital meeting.

Details of each option can be found on

pages 22 to 27.

4 Shell Notice of Annual General Meeting 2024

Notice is hereby given that the Annual General

Meeting (“AGM“) of Shell plc (the “Company”)

is currently scheduled to be held at the

InterContinental London – The O2, 1 Waterview

Drive, Greenwich Peninsula, London SE10 0TW,

United Kingdom at 10:00 (UK time), 11:00

(Dutch time) on Tuesday May 21, 2024, for the

purpose of considering the following business.

At the time of publication of this Notice, it is

anticipated that the AGM will proceed as a

hybrid meeting. This means that shareholders

willbe able to join and participate in the

meetingin person or by attending and

participating in the digital meeting (“digitally

attending”). All references to attendance herein

mean both digital and in person attendance.

Resolutions numbered 1 to 17, 21 and 22 are

being proposed as ordinary resolutions and

those numbered 18 to 20 and 23 are being

proposed as special resolutions. For ordinary

resolutions to be passed, more than half of the

votes cast must be in favour of the resolution,

while in the case of special resolutions at least

three-quarters of the votes cast must be in favour.

Resolution 1

That the Company’s annual accounts for the

ﬁnancial year ended December 31, 2023,

together with the Directors’ reports and the

Auditor’s report on those accounts, be received.

Resolution 2

That the Directors’ Remuneration Report,

excluding the Directors’ Remuneration Policy,

setout on pages 191 to 210 of the Directors’

Remuneration Report, for the year ended

December 31, 2023, be approved.

Resolution 3

That Dick Boer be reappointed

as a Director ofthe Company.

Resolution 4

That Neil Carson be reappointed

as a Director ofthe Company.

Resolution 5

That Ann Godbehere be reappointed

as a Director of the Company.

Resolution 6

That Sinead Gorman be reappointed

as a Director of the Company.

Resolution 7

That Jane Holl Lute be reappointed

as a Director of the Company.

Resolution 8

That Catherine Hughes be reappointed

as a Director of the Company.

Resolution 9

That Sir Andrew Mackenzie be reappointed

as a Director of the Company.

Resolution 10

That Sir Charles Roxburgh be reappointed

as a Director of the Company.

Resolution 11

That Wael Sawan be reappointed

as a Director of the Company.

Resolution 12

That Abraham (Bram) Schot be reappointed

as a Director of the Company.

Resolution 13

That Leena Srivastava be reappointed

as a Director of the Company.

Resolution 14

That Cyrus Taraporevala be reappointed

as a Director of the Company.

Resolution 15

That Ernst & Young LLP be reappointed as

Auditor of the Company to hold ofﬁce until the

conclusion of the next AGM of the Company.

Resolution 16

That the Audit and Risk Committee be authorised

to determine the remuneration of the Auditor for

2024 on behalf of the Board.

Resolution 17

That the Board be generally and unconditionally

authorised, in substitution for all subsisting

authorities, to allot shares in the Company, and

to grant rights to subscribe for or to convert any

security into shares in the Company, up to an

aggregate nominal amount of €150.31 million,

and to list such shares or rights on any stock

exchange, such authorities to apply until the

earlier of the close of business on August 20,

2025, and the end of the AGM to be held in

2025 (unless previously renewed, revoked or

varied by the Company in a general meeting)

but, in each case, during this period, the

Company may make offers and enter into

agreements which would, or might, require

shares to be allotted or rights to subscribe for

orto convert securities into shares to be granted

after the authority ends and the Board may

allotshares or grant rights to subscribe for or to

convert securities into shares under any such offer

or agreement as if the authority had not ended.

Resolution 18

That if Resolution 17 is passed, the Board be

given power to allot equity securities (as deﬁned

in the Companies Act 2006) for cash under the

authority given by that resolution and/or to

sellordinary shares held by the Company as

treasury shares for cash as if Section 561 of

theCompanies Act 2006 did not apply to any

suchallotment or sale, such power to be limited:

(A) to the allotment of equity securities and

saleof treasury shares for cash in connection

with an offer of, or invitation to apply for,

equitysecurities:

(i) to ordinary shareholders in proportion

(asnearly as may be practicable) to their

existingholdings; and

(ii) to holders of other equity securities, as

required by the rights of those securities or,

astheBoard otherwise considers necessary,

and so that the Board may impose any limits or

restrictions and make any arrangements which it

considers necessary or appropriate to deal with

treasury shares, fractional entitlements, record

dates, or legal or practical problems arising in

any overseas territory, the requirements of any

regulatory body or stock exchange or any

othermatter whatsoever; and

(B) to the allotment of equity securities or sale of

treasury shares (otherwise than under paragraph

(A) above) up to a nominal amount of

€22.55 million,

such power to apply until the earlier of the close

of business on August 20, 2025 and the end of

the AGM to be held in 2025 but, in each case,

prior to its expiry, the Company may make offers,

and enter into agreements, which would, or

might, require equity securities to be allotted

(and treasury shares to be sold) after the power

expires and the Board may allot equity securities

(and sell treasury shares) under any such offer

oragreement as if the power had not expired.

Notice of Annual General Meeting

5Shell Notice of Annual General Meeting 2024

Resolution 19

That the Company be authorised for the

purposes of Section 701 of the Companies Act

2006 to make one or more market purchases

(asdeﬁned in Section 693(4) of the Companies

Act 2006) of its ordinary shares of €0.07 each

(“ordinary shares”), such authority to be limited:

(A) to a maximum number of 644.2 million

ordinary shares less the number of ordinary

shares purchased or committed to be purchased

pursuant to the authority under Resolution 20;

(B) by the condition that the minimum price

which may be paid for an ordinary share is

€0.07 and the maximum price which may

bepaid for an ordinary share is the higher of:

(i) an amount equal to 5% above the average

market value of an ordinary share for the ﬁve

business days immediately preceding the day

onwhich that ordinary share is contracted to

bepurchased; and

(ii) the higher of the price of the last independent

trade and the highest current independent bid in

respect of ordinary shares on the trading venues

where the purchase is carried out, in each case,

exclusive of expenses,

such authority to apply until the earlier of the

close of business on August 20, 2025, and

theend of the AGM to be held in 2025 but

ineach case so that the Company may enter

intoacontract during this period to purchase

ordinary shares which will or may be completed

or executed wholly or partly after the authority

ends and the Company may purchase ordinary

shares pursuant to any such contract as if the

authority had not ended.

Resolution 20

That, for the purposes of Section 694 of the

Companies Act 2006, the terms of the buyback

contracts proposed to be entered into (in the

form produced to the meeting) (“buyback

contracts”) for off-market purchases (as deﬁned

in Section 693(2) of the Companies Act 2006)

by the Company of its ordinary shares of €0.07

each (“ordinary shares”) be and are approved,

and the Company be and is authorised to

purchase ordinary shares pursuant to any

suchbuyback contract, provided that such

authority be limited:

(A) to a maximum number of 644.2 million

ordinary shares less the number of ordinary

sharespurchased or committed to be purchased

pursuant to the authority granted at Resolution 19;

(B) by the condition that the minimum price

which may be paid for an ordinary share is

€0.07 and the maximum price which may

bepaid for an ordinary share is the higher of:

(i) an amount equal to 5% above the average

market value of an ordinary share for the ﬁve

business days immediately preceding the day

onwhich that ordinary share is contracted to

bepurchased; and

(ii) the higher of the price of the last independent

trade and the highest current independent bid in

respect of ordinary shares on the trading venues

where the purchase is carried out, in each case,

exclusive of expenses,

such authority to apply until the earlier of the

close of business on August 20, 2025, and the

end of the AGM to be held in 2025 but in each

case so that the Company may enter into a

buyback contract to purchase ordinary shares

which will or may be completed or executed

wholly or partly after the authority ends and

theCompany may purchase ordinary shares

pursuant to any such buyback contract as if

theauthority had not ended.

Resolution 21

That, in accordance with Part 14 of the

Companies Act 2006 and in substitution for

anyprevious authorities given to the Company

(and its subsidiaries), the Company (and all

companies that are subsidiaries of the Company

at any time during the period for which this

resolution has effect) be authorised to:

(A) make political donations to political

partiesor independent election candidates

notexceeding £100,000 in total for all such

companies taken together;

(B) make political donations to political

organisations other than political parties

notexceeding £100,000 in total for all

suchcompanies taken together; and

£100,000 in total for all such companies

takentogether,

in each case, as such terms are deﬁned in

theCompanies Act 2006. This authority shall

continue for the period ending on the conclusion

of the Company’s AGM in 2025 or, if earlier,

close of business on August 20, 2025. For the

purposes of this Resolution, the authorised sum

may comprise sums in different currencies that

shall be converted at such rate as the Directors

ofthe Company may in their absolute discretion

determine to be appropriate.

Resolution 22

Shell’s Energy Transition Strategy

2024 resolution

That Shell’s energy transition update

asdisclosedin the Company’s Annual Report

and Accounts for the year-ended December 31,

2023, and Shell’s Energy Transition Strategy

2024, which are published on the Shell website

(shell.com/annualreport and shell.com/agm,

respectively), be approved. Seepages6 to 7

foradditional information.

Resolution 23

Shareholderresolution

The Company has received notice pursuant

tothe Companies Act 2006 of the intention

tomove the resolution set forth on page 8 and

incorporated herein by way of reference at the

Company’s 2024 AGM. The resolution has been

requisitioned by a group of shareholders and

should be read together with their statement in

support of their proposed resolution set forth

onpage 8.

Your Directors consider that Resolution 23

is not in the best interests of the Company

and its shareholders as a whole and

unanimously recommend that you vote

against Resolution 23 for thereasons set

out on pages 9 to 10.

By order of the Board

Caroline J.M. Omloo

Company Secretary

March 13, 2024

This Notice of Meeting should be read and

construed in conjunction with any amendment

orsupplement hereto and any documents

incorporated herein by reference (see

“Documents incorporated by reference”

onpage2). Other than in relation to

thedocuments which are deemed to be

incorporated by reference, the information

onwebsites to which this Notice of Meeting

refers does not form part of this Notice.

Notice of Annual General Meeting continued

6 Shell Notice of Annual General Meeting 2024

Shell's Energy Transition Strategy 2024 – Resolution 22

Resolution 22 asks shareholders to approve

Shell’s energy transition update, as disclosed

inthe Company’s Annual Report and Accounts

for the year-ended December 31, 2023, AND

Shell’s Energy Transition Strategy 2024,

whichare published on the Shell website

(shell.com/annualreport and shell.com/agm,

respectively).

This is an opportunity to take stock of the

Company’s progress, to reﬂect on what Shell

has learned, and to look forward to Shell’s

target to become a net-zero emissions energy

business by 2050. Shell believes this target

supports the more ambitious goal of the Paris

Agreement, to limit the rise in the global

average temperature to 1.5°C above

pre-industrial levels.

At its Capital Markets Day in June 2023,

Shelloutlined how its Powering Progress

strategy delivers more value with less emissions,

emphasising the “more value” part of its

strategy. In this energy transition update,

Shellis focusing on how the same strategy

delivers “less emissions”.

Shell’s energy transition plans cover all its

businesses. In Integrated Gas, Shell is growing

its world-leading LNG business with lower

carbon intensity. In Upstream, it is reducing

emissions from oil and gas production.

InDownstream, Renewables and Energy

Solutions, Shell is growing sales of low-carbon

products and solutions such as biofuels,

charging for electric vehicles and renewable

power, while investing in hydrogen and other

fuels of the future.

The Company’s focus on performance,

discipline and simpliﬁcation is driving clear

choices about where it can create the most

value for investors and customers through the

energy transition. Shell’s ability to raise and

invest capital depends on delivering strong

returns to shareholders, shaping the role that

Shell can play on the journey to net zero. The

Company believes this focus makes it more,

notless, likely that it will achieve its climate

targets and ambitions.

Progress towards targets and

ambitions

As Shell works towards net zero, it is reducing

emissions from its operations and energy

products while becoming an increasingly

successful organisation.

At its Capital Markets Day, the Company said

it would deliver more value with less emissions

and it has made good progress in the ﬁrst year

under its new Chief Executive Ofﬁcer Wael

Sawan. By the end of 2023, for example,

Shellhad achieved more than 60% of its

targetto halve Scope 1 and 2 emissions from

itsoperations by 2030, compared with 2016.

Shell achieved its short-term target to reduce

the net carbon intensity of the energy products

it sells, with a 6.3% reduction against its target

of 6-8% compared with 2016. Shell also

continues to be one of the leaders in reducing

methane emissions. In 2023, Shell continued

tokeep its methane emissions intensity well

below 0.2%.

Shell wants to lead in the decarbonisation of

transport using the strength of its brand, deep

customer relationships and global reach. As the

energy transition progresses, Shell expects to

sell more low-carbon products and solutions,

and less oil products including petrol and

diesel. To measure its progress, Shell has set

anew ambition to reduce customer emissions

from the use of Shell’s oil products by 15-20%

by 2030 compared with 2021 (Scope 3,

Category 11). That is more than 40%

comparedwith 2016. [A]

In line with our shift to prioritising value over

volume in power, we are concentrating on

select markets and segments. One example is

our focus on commercial customers more than

retail customers. Given this focus on value, we

expect growth in total power sales to 2030 will

be lower than previously planned. This has led

to an update to our net carbon intensity target.

We are now targeting a 15-20% reduction by

2030 in the net carbon intensity of the energy

products we sell, compared with 2016, against

our previous target of a 20% reduction.

Acknowledging uncertainty in the pace of

change in the energy transition, we have also

chosen to retire our 2035 target of a 45%

reduction in net carbon intensity.

Towards net zero

In total, Shell invested $5.6 billion in low-

carbon solutions in 2023, which was 23%of

itscapital spending. Shell is investing $10-15

billion in low-carbon energy solutions between

2023 and the end of 2025, making Shell a

signiﬁcant investor in the energy transition.

With its focused approach, the Company

believes itsinvestments will have an important

impact, allowing Shell to develop low-carbon

solutions at increasingly affordable prices for

itscustomers.

Resolutions

This year, we are asking shareholders to vote

atour Annual General Meeting (AGM) on

Shell’s energy transition update. As was the

case for Shell’s Energy Transition Strategy put

to shareholders vote in 2021 (ETS21), as well

asshareholder votes on progress against

ETS21 atAGMs in 2022 and 2023, this

voteispurely advisory, and not binding on

ourshareholders. The legal responsibility for

approving or objecting to Shell’s strategy lies

with the Boardand Executive Committee.

The Board considers another resolution,

proposed by Follow This (Resolution 23),

tobeagainst shareholders’ ﬁnancial interests

and believes it would not help to mitigate

global warming.

Resolution 23 is therefore also not in line with

the Company’s strategy, which is intended to

promote the success of the Company and

accelerate the energy transition.

Conclusion

The Company believes its target to become

anet-zero emissions energy business by

2050is in line with the 1.5°C goal of the

ParisAgreement. Your Directors believe the

Company’s strategy will transform Shell into

anet-zero emissions energy business, creating

value for its shareholders, customers and

widersociety.

The Board unanimously recommends that you

vote in favour of Resolution 22 in support of

Shell’s energy transition update described in

the Company’s Annual Report and Accounts

for the year-ended December 31, 2023, and

Shell’s Energy Transition Strategy 2024.

[A] Customer emissions from the use of our oil products

(Scope 3, Category 11) were 517 million tonnes carbon

dioxide equivalent (CO

e) in 2023, 569 million tonnes

e in 2021 and 819 million tonnes CO

e in 2016.

Ofthe 40% reduction by 2030, around 8 percentage

points are related to volumes associated with additional

contracts being classiﬁed as held for trading purposes,

impacting reported volumes from 2020 onwards.

7Shell Notice of Annual General Meeting 2024

Shell's Energy Transition Strategy 2024 – Resolution 22 continued

Engagement

Shell recognises and values the importance

ofshareholder engagement when considering

itsenergy transition progress and has included

information on these engagements within

theCompany’s Annual Report and Accounts

for the year ended December 31, 2023,

asrequired by the UK Corporate

GovernanceCode.

The Board is grateful for the time and

contribution ofall those stakeholders who

provided feedback and for the overall indications

of support for Shell’s strategy. Following the

2023 AGM, we engaged with our largest

shareholders offering further opportunities to

discuss the progress made in implementing

Shell’s energy transition strategy, and to

understand the reasons behind various voting

decisions. The Chair of the Board subsequently

hadan opportunity to engage directly with our

large institutional shareholders during his investor

roadshow in September 2023 and will do so

again in April 2024. The 2023 advisory vote on

our progress created more informed dialogues

with ourinstitutional shareholders. The dialogue

highlighted that our large shareholders that did

notvote in linewith the Board recommendation

onthe Shell Energy Transition Progress

Resolution and the 2023 Shareholder Resolution

were predominately focused on Shell’s energy

transition strategy andnot the 2022 progress,

which is what the Shellproposed Resolution

related to. Some shareholders outlined societal

pressure inﬂuencing media coverage and

expectations from beneﬁcial owners as reasons

for not aligning with the Board recommendation.

Others raised questions related tomedium

termtargets.

Accountability

Setting the Company strategy is the

responsibility of the Board, and the advisory

vote on Shell’s Energy Transition Strategy

2024(Resolution 22) does notchange that

fundamental principle. As stated in 2021, when

the Company published its Energy Transition

Strategy, voting on the resolutions that the

Company puts for an advisory vote will not be

binding on shareholders – shareholders are not

being asked to take responsibility for approving

orobjecting to Shell’s strategy, since that legal

responsibility lies with the Board and the

ExecutiveCommittee.

The purpose of the vote on Resolution 22 is to

provide shareholders with a vehicle to express

their views on whether the Company’s strategy,

and its strategic targets, and its reasonableness

in the current environment.

The Directors are aware of the varying

stakeholder views, and multiple motives

whenvoting on such a matter. The Company

therefore wishes to clarify that if Resolution 22

is not passed, or receives notable votes against

(more than 20%), the Company will engage

with, and provide updates to, investors as

prescribed under provision 4 of the2018

UKCorporate Governance Code.

Any future shareholder engagements will take

into account the voting outcome for Resolution

22 at the 2024 AGM.

8 Shell Notice of Annual General Meeting 2024

Shareholder Resolution and Supporting Statement – Resolution 23

SHAREHOLDER RESOLUTION

Shareholders support the Company, by

anadvisory vote, to align its medium-term

emissions reduction targets covering the

greenhouse gas (GHG) emissions of the use

ofits energy products (Scope 3) with the

goalof the Paris Climate Agreement: to limit

global warming to well below 2°C above

pre-industrial levels and to pursue efforts

tolimit the temperature increase to 1.5°C.

The strategy for achieving these targets is

entirelyup to the board.

You have our support.

SUPPORTING STATEMENT

Introduction

The world has signed the Paris Agreement,

pledging to limit global warming to well below

2°C and to pursue efforts to limit warming

to1.5°C. Failure to do so will have dramatic

effects for society at large, including the global

economy. Greenhouse gas (GHG) emissions

arethe leading driver of global warming. The

Company is a leading contributor to global

GHG emissions.

Paris alignment

Scientiﬁc consensus indicates that global

emissions must almost halve this decade

tokeep1.5°C within reach.

The Intergovernmental Panel on Climate Change

(IPCC) stated that “unless there are immediate,

rapid and large-scale reductions in greenhouse

gas emissions, limiting warming to close to 1.5°C

or even 2°C will be beyond reach.”¹

Since the energy sector accounts for the vast

majority of global emissions, it must achieve

large-scale emissions reductions this decade to

reach the goal of the Paris Climate Agreement.

The International Energy Agency (IEA)

underscores the critical role of energy-related

emissions in its Net Zero Roadmap, A Global

Pathway to Keep the 1.5°C Goal in Reach:

“Getting to net zero emissions by 2050 requires

rapid and deep cuts in emissions of both carbon

dioxide (CO₂) and other greenhouse gases

(GHG), particularly methane, by 2030.”²

As a result, for a major player in the energy

sector, Paris alignment implies targets that

signiﬁcantly contribute to reducing global

emissions by 2030.

The Company’s medium-term targets

are not Paris aligned

Shell’s medium-term targets covering Scope 3

are a decrease of the Net Carbon Intensity

(NCI) of 20% by 2030 and 45% by 2035

(atthe time of ﬁling this resolution), compared

to2016 levels.³

The Climate Action 100+ benchmark states that

the Company’s medium-term GHG emissions

reduction target(s) are not aligned with the

goalof limiting global warming to 1.5°C.⁴

No third-party source indicates that Shell’s

medium-term targets are aligned with a 1.5°C

warming scenario.

Moreover, the Company does not sufﬁciently

demonstrate how it will reach these targets,

which means it is unclear how the underlying

approach contributes to signiﬁcant reductions

inglobal emissions this decade.

Risks of misalignment

A lack of Paris-aligned targets poses signiﬁcant

risks to the Company. These risks include:

Regulation: As countries work to achieve their

commitments under the Paris Agreement, more

stringent regulations should be implemented.

Thisrisks leaving planned oil and gas projects

stranded, which would result in signiﬁcant losses

to the Company. Uncertainty about the timing

ofthe effects of climate change and shifts in

public sentiment may bring about a disorderly

transition, resulting in abrupt implementation of

regulation, negatively affecting the proﬁtability

offossil fuels and further increasing the risks of

stranded assets.

Loss of market opportunity: As the global energy

market transitions toward a net-zero energy

system, there will be increased demand for

low-carbon energy products. The Company

riskslosing the opportunities that this

demandpresents.

Litigation: Instances of climate litigation

againstoil majors are increasingly sharply.

Asthelegal framework around this becomes

more established and liability more certain,

theCompany is exposed to increasing

ﬁnancialliability.

Carbon lock-in: By investing recent record

proﬁtsin continued fossil fuel extraction,

theCompany risks locking itself into an

unsustainable business model.

We advise the Company to adopt

Paris-aligned targets

By adopting Paris-aligned targets, the Company

can spur innovation both internally and in the

market as a whole. Furthermore, it sends a signal

to policy makers that will help to advance the

necessary regulation. Paris-aligned targets will

help to protect the Company’s long-term value.

An increasing number of investors are realizing

this, which is why support for this climate

resolution has increased from 2.7% in 2016

to20% in 2023.

A vote for this proposal is warranted by investors

who seek to ensure a long-term future for the

Company and to protect the value of their entire

investment portfolios.

You have our support.

1. IPCC, August 2021: Climate change widespread, rapid, and intensifying (ipcc.ch/2021/08/09/ar6-wg1-20210809-pr/)

2. IEA, September 2023: Net Zero Roadmap: A Global Pathway to Keep the 1.5°C Goal in Reach – 2023 Update (page 108)

(iea.blob.core.windows.net/assets/13dab083-08c3-4dfd-a887-42a3ebe533bc/NetZeroRoadmap_AGlobalPathwaytoKeepthe1.5CGoalinReach-2023Update.pdf)

3. Shell’s strategy: Net Carbon Intensity (NCI) is the Company’s proprietary intensity metric which combines the emissions of its operations and use of its energy products (Scopes 1, 2, and 3)

intoasingle intensity ﬁgure in terms of the grams of carbon dioxide equivalent (gCO₂eq) per unit of energy (MJ) sold. (shell.com/energy-and-innovation/the-energy-future/our-climate-target.

html#vanity-aHR0cHM6Ly93d3cuc2hlbGwuY29tL3Bvd2VyaW5nLXByb2dyZXNzL2FjaGlldmluZy1uZXQtemVyby1lbWlzc2lvbnMuaHRtbA)

4. CA100+, 2023: Net Zero Company Benchmark – Shell plc (climateaction100.org/company/royal-dutch-shell/)

9Shell Notice of Annual General Meeting 2024

Your Directors believe that Resolution 23 is

against both good governance and shareholders’

interests, and also has negative consequences for

our customers. The resolution, if approved, would

have a material negative ﬁnancial impact on the

Company and its ambition to be the investment

case through the energy transition. Your Directors

believe that Resolution 23 will also not mitigate

global warming – it could potentially have the

opposite impact and also negatively impact

energy security.

Despite the statements made in the resolution,

Shell has targets and ambitions that it believes

are in line with the more ambitious goal of the

Paris Agreement to limit global warming this

century to 1.5°C above pre-industrial levels

andit is making good progress towards

achieving these targets and ambitions.

As outlined in Shell’s Articles of Association, a

shareholder resolution is a Special Resolution,

which, if passed, would be binding on the

Company. Resolution 23 states within its text

that it is an “advisory” resolution. This is not

correct. A Special Resolution requires at least

75% of the votes cast to be in favour. If passed,

it would be binding on the Company, and form

part of the Company’s constitution.

Against good governance

A special resolution should provide a company

with a clear course of action. Resolution 23 fails

todo this. It claims to be advisory (which it is not),

it is unclear, generic, and attempts to remove

thesetting of strategic targets from the Board’s

control, thereby creating confusion as to Board

and shareholder accountabilities. When

considering Resolution 23, it is important for

shareholders to carefully read and understand the

supporting statement provided with the Follow

This resolution, as the Board must rely on the

supporting statement if Resolution 23 is passed.

Resolution 23 supposedly calls for new targets

that could conﬂict with Shell’s Energy Transition

Strategy which is being put to shareholders at

the 2024 AGM. This includes a new ambition

and changes to current targets which Shell

believes reﬂect feedback received from

stakeholders and support the more ambitious

goal of the Paris Agreement.

Rather than vote for Resolution 23, the Board

instead encourages its shareholders to vote

onShell’s Energy Transition Strategy 2024

(Resolution 22). Resolution 22 is an advisory

vote, as it is put to a shareholder vote by the

Board and is therefore not binding on Shell’s

shareholders. The legal responsibility for

approving or objecting to Shell’s strategy

lieswith the Board and Executive Committee.

Against shareholder interests

Shell believes that its targets and ambitions

toreduce emissions, with the goal of becoming

a net-zero emissions energy business by 2050,

support the more ambitious goal of the Paris

Agreement to limit global warming this century

to 1.5°C above pre-industrial levels.

The Directors do not support Resolution 23 and unanimously recommend that you vote against it.

Directors’ response to Shareholder Resolution 23

Emissions from

the products we

sell (Scope 3)

Eliminating

routine ﬂaring

from Upstream

operations

by 2025 [B]

Target Target Target

Shell’s

Energy

Transition

2024

targets

and

ambitions

Maintain methane

emissions intensity

below 0.2% and achieve

near-zero methane

emissions by 2030

Net-zero emissions by 2050

(Scopes 1, 2 and 3)

Emissions

from

our own

operations

(Scope 1

and 2)

Halving Scope

1 and 2 emissions

by 2030 [A]

under operational control

(2016 reference year)

AmbitionTarget

Oil products ambition

Reduce customer emissions from the

use of our oil products by 15-20%

by 2030, Scope 3 Category 11 [C]

(2021 reference year)

Net carbon intensity (NCI)

Introducing a range of 15-20%

for our target to reduce

NCI by 2030

(2016 reference year)

NewUpdated

[A] On a net basis.

[B] Subject to completion of the sale of Shell Petroleum Development Company of Nigeria Limited (SPDC).

[C] Customer emissions from the use of our oil products (Scope 3, Category 11) were 517 million tonnes carbon dioxide equivalent (CO

e) in 2023 and 569 million tonnes CO

e in 2021.

10 Shell Notice of Annual General Meeting 2024

Directors’ response to Shareholder Resolution 23 continuedDirectors’ response to Shareholder Resolution 23 continued

Additional Shell disclosures:

A. 2023 Annual Report: Our journey to net zero starts on page 82, (reports.shell.com/annual-report/2023/_assets/downloads/shell-annual-report-2023.pdf).

B. Energy Transition Strategy 2024, (shell.com/sustainability/our-climate-target/shell-energy-transition-strategy/_jcr_content/root/main/section/promo_copy_copy/links/item0.

stream/1710386815551/26357bbb7c06090d26fe803a7da5f23c637c8a56/shell-energy-transition-strategy-2024.pdf).

C. Climate and Energy Transition Lobbying Report 2022, (reports.shell.com/climate-and-energy-transition-lobbying-report/2022/_assets/downloads/shell-climate-and-energy-transition-lobbying-

report-2022.pdf)

[A] According to our analysis and data from the International Energy Agency.

[B] According to our analysis and data from the International Energy Agency, Overview – Global Methane Tracker 2023 – Analysis – IEA.

[C] Customer emissions from the use of our oil products (Scope 3, Category 11) were 517 million tonnes per annum (mtpa) in 2023, 569 mtpa in 2021 and 819 mtpa in 2016. Of the 40%

reduction by 2030, around 8 percentage points are related to volumes associated with additional contracts being classiﬁed as held for trading purposes, impacting reported volumes

from 2020 onwards.

The supporting statement of Resolution 23

suggests a further reduction of the Scope 3

emissions Shell reports. Doing so, without

changing demand and the way in which

customers use energy, would effectively mean

handing over retail and commercial customers

to competitors. This would materially affect

Shell’s ﬁnancial strength and limits its ability to

generate value for shareholders. Shell is instead

pursuing a global leadership role in electric

vehicle charging and low-carbon fuel solutions

tohelpenable transport customers to

lowertheiremissions.

Negative consequences for

customers

The world needs secure, affordable, and

low-carbon energy. Shell wants to continue

toprovide the energy the world needs today,

while working with customers and governments

to change the way energy is consumed

tomorrow. Supporting our customers as

they decarbonise their businesses and lives

by offering low- and zero-carbon products

and services is at the heart of Shell’s energy

transition strategy.

As an energy user, Shell has a target to reduce

its absolute emissions from its operations

(Scope 1 and 2), by 50% by 2030 (2016

baseline) on a net basis. Shell has delivered

a31% reduction at the end of 2023 (2016

baseline). Global energy-related carbon

emissions increased by around 7% over

thesame period. [A]

Shell has also set a near-zero methane

emissions target by 2030. Shell’s methane

emissions performance was in 2023 estimated

to be >10 times better than the performance

ofthe sector overall [B].

As an energy provider, Shell’s ambition to

reduce customer emissions from the use of

ouroil products by 15-20% by 2030, Scope

3,Category 11 (2021 baseline) equates to

morethan a 40% reduction since 2016 [C].

Incomparison, our analysis using data from

theInternational Energy Agency shows that

absolute emissions from oil products emissions

globally remained ﬂat since 2016. Our

ambition is also in line with the European

Union’s climate goals for transport, among

themost progressive in the world.

In line with our shift to prioritising value over

volume in power, we are concentrating on

select markets and segments. One example is

our focus on commercial customers more than

retail customers. Given this focus on value, we

expect growth in total power sales to 2030 will

be lower than previously planned. This has led

to an update to Shell’s net carbon intensity

(NCI) target. Shell is now targeting a 15-20%

reduction by 2030 in the net carbon intensity

of the energy products we sell, compared

with2016, against its previous target of a

20%reduction.

Shell has achieved a 6.3% NCI reduction

since2016. Our analysis, using data from the

International Energy Agency, shows the net

carbon intensity of the global energy system

fellby around 3% over that same time.

The resolution is not mitigating

global warming

Follow This states that the energy sector

accounts for the vast majority of global

emissions. Shell believes that its targets and

ambitions support the more ambitious goal of

the Paris Agreement to limit global warming this

century to 1.5°C above pre-industrial levels.

Shell believes it plays a positive role in the

transport sector by offering low-carbon energy

alternatives like electric vehicle charging and

biofuels. Shellalso supports LNG as a critical

fuel in the energy transition, as it replaces coal,

supports energy security, and is an intermittent

fuel to renewable power by providing

gridstability when wind and solar power

areunavailable.

Shell is not accountable for customers’ need for

transport and power usage across the world.

Such a representation of accountability delays

the energy transition by being unrealistic about

the role of the supply side of the energy system.

Shell encourages shareholders to engage in

amore meaningful energy transition debate;

one that can stimulate real progress through

collaboration with commercial and private

customers, governments and stakeholders.

Supporting Resolution 23 is more harmful

thanhelpful to the required mitigation of

globalwarming.

Conclusion

Shell has set targets and ambitions that it

believes are in line with the 1.5°C goal of

theParis Agreement and it is making good

progress towards achieving these targets

andambitions. Its strategy supports a

balanced and orderly energy transition, while

accelerating the shift to low- and zero-carbon

energy. Resolution 23, if passed, would weaken

the Company’s ability to deliver its strategy,

would restrict the Company’s role in the energy

transition and is against good governance.

Itcontinues to present an energy transition

narrative that does not recognise

accountability for use of energy. That has,

onbalance, a negative impact on the climate.

THE DIRECTORS DO NOT CONSIDER

RESOLUTION 23 TO BE IN THE BEST

INTERESTS OF THE COMPANY, ITS

SHAREHOLDERS AS A WHOLE, OUR

CUSTOMERS, AND THE CLIMATE.

THE DIRECTORS RECOMMEND

THATYOU VOTE AGAINST

RESOLUTION 23.

11Shell Notice of Annual General Meeting 2024

Note to resolution 1

Annual Report and Accounts

The Board of Directors will present the

Company’s annual accounts for the ﬁnancial

year ended December 31, 2023, together with

the Directors’ reports and the Auditor’s report

onthose accounts.

Note to resolution 2

Consideration and approval of the

Directors’ Remuneration Report

Resolution 2 is an advisory vote and seeks

approval for the Directors’ Remuneration

Reportfor the year ended December 31, 2023,

excluding the Directors’ Remuneration Policy (the

“Policy”). The Report has been prepared and is

laid before the meeting in accordance with the

Companies Act 2006.

Shareholders approved a resolution at the 2023

AGM in relation to the Policy. The Company must

seek approval for a similar resolution each year

unless the Policy is left unchanged, in which case

shareholder approval need only be sought every

three years. The approved Policy is shown for

information purposes within the Annual Report

on pages 211 to 218.

Note to resolutions 3 to 14

Reappointment of Directors

In line with the Code, all Directors will retire

atthe AGM and seek reappointment by

shareholders. The biographical details of

theDirectors are given on pages 14 to 19.

Pursuant to the Code, all Non-executive Directors

have received performance evaluations and

were considered to be effective in their roles

andto be committed to making available the

appropriate time for Board meetings and other

duties. Please see the summary of the 2023

Board evaluation on page 20. A full overview

ofthe Board and Board Committee evaluation

can be found on page 166 of the Annual Report

for the year ended December 31, 2023.

The Board recommends that you support the

reappointment of each of the Directors standing

for reappointment at the AGM.

Note to resolutions 15 and 16

Reappointment of Auditor and

determination of Auditor’s

remuneration

The Company is required to appoint an Auditor

for each ﬁnancial year of the Company, to hold

ofﬁce until the conclusion of the next general

meeting at which accounts are laid before

theCompany. Resolution 15 proposes the

reappointment of Ernst & Young LLP as the

Company’s Auditor and Resolution 16 seeks

authority for the Audit and Risk Committee

todetermine their remuneration on behalf

oftheBoard.

Note to resolution 17

Authority to allot shares

This resolution would give the Directors the

authority to allot ordinary shares or grant rights

to subscribe for or to convert any securities into

ordinary shares up to an aggregate nominal

amount equal to €150.31 million (representing

2,147,340,498 ordinary shares of €0.07 each).

This amount represents approximately one-third

of the issued ordinary share capital of the

Company as at March 13, 2024, the latest

practicable date prior to publication of this

Notice. The Company does not hold any

sharesin treasury as at the date of this Notice.

This authority complies with the guidelines

issuedby institutional investors.

The Directors’ authority under this resolution will

expire at the earlier of either the close of business

on August 20, 2025, or the end of the AGM of

the Company to be held in 2025. The Directors

have no present intention to exercise the

authority sought under this resolution, however

the full authority gives the Directors ﬂexibility

totake advantage of business opportunities

asthey arise.

Note to resolution 18

Disapplication of pre-emption rights

This resolution will be proposed as a special

resolution, which requires at least three-quarters

of the votes cast to be in favour. It would give the

Directors the authority to allot ordinary shares

(orsell any ordinary shares which the Company

elects to hold in treasury) for cash without ﬁrst

offering them to existing shareholders in

proportion to their existing shareholdings.

This authority would be, similar to previous years,

limited to allotments or sales in connection with

pre-emptive offers to ordinary shareholders and

offers to holders of other equity securities, if

required by the rights of those securities or as

theBoard otherwise considers necessary, or

otherwise up to an aggregate nominal amount

of €22.55 million (representing 322 million

ordinary shares of €0.07 each). This aggregate

nominal amount represents approximately 5% of

the issued ordinary share capital of the Company

as at March 13, 2024, the latest practicable

date prior to publication of this Notice.

The authority will expire at the earlier of the close

of business on August 20, 2025, and the end of

the AGM of the Company to be held in 2025.

The Directors have no immediate plans to make

use of this authority. The Directors conﬁrm that

should they utilise the authority in Resolution 18,

they intend to follow the shareholder protections

set out in Section 2B of the Pre-Emption

Group’sStatement of Principles on Disapplying

Pre-Emption Rights issued in November 2022,

tothe extent reasonably practicable and

relevant (the resolution does not provide

forfollow-on offers).

Note to resolutions 19 and 20

Authority to make on and off market

purchases of ordinary shares

Resolutions 19 and 20 would allow the

Companyto buy back its own ordinary shares

via methods permitted by the Companies

Act2006. Eachresolution will be proposed

asaspecial resolution, which requires at least

three-quarters of the votes cast to be in favour.

Resolution 19 would allow the Company to buy

back its ordinary shares by way of on-market

purchases on a recognised investment exchange

pursuant to section 701 of the Companies Act

2006. However, as Euronext Amsterdam, CBOE

Europe DXE and Turquoise Europe are not

recognised investment exchanges for the

purposes of Section 693(2) of the Companies

Act 2006, buybacks conducted on these

exchanges do not qualify as “on-market”

purchases. Therefore, approval of off-market

purchases is sought under Resolution 20

toenable share buybacks of shares on

theseexchanges.

The Directors regard the ability to repurchase

issued shares in suitable circumstances as an

important part of the ﬁnancial management

ofthe Company, and therefore consider it

tobedesirable to have the authority to make

purchases by way of on market purchases under

Resolution 19 and / or off-market purchases

under Resolution 20 (the latter of which, as

described above, only covers open-market

buybacks of ordinary shares on Euronext

Amsterdam, CBOE Europe DXE and Turquoise

Europe) to have increased ﬂexibility in

conducting buybacks of ordinary shares.

Forfurther information on the Company’s

approach to returning capital to its

shareholders,including details of distributions

made during 2023, please refer to page 36

ofthe Annual Report for the year

endedDecember 31, 2023.

The Directors will only repurchase ordinary

shares under the authority sought under

Resolutions 19 or 20 when, in the light of

prevailing market conditions, they consider

thatsuch purchases would result in an increase

inearnings per share and would be in the

bestinterests of the shareholders generally.

There can be no certainty as to whether the

Company will repurchase any of its ordinary

shares, or as to the amount of any such buybacks

or the prices at which such buybacks may be

made. The Board is making no recommendation

as to whether shareholders should sell their

ordinary shares in the Company. The Company

purchased 259.1 million ordinary shares in the

period from the last AGM to March 13, 2024,

under the existing authority to make market

purchase of ordinary shares.

Explanatory notes on resolutions

12 Shell Notice of Annual General Meeting 2024

Ordinary shares purchased by the Company

pursuant to the authority sought under

Resolutions 19 and 20 will either be cancelled or

held in treasury. Treasury shares are shares in the

Company which are owned by the Company

itself. The Company currently has no ordinary

shares in treasury.

The Company has no warrants in issue in relation

to its ordinary shares and no options to subscribe

for its ordinary shares outstanding.

Authority to make on-market

purchases of ordinary shares

Under Resolution 19, authority is sought to

allowthe Company to buy back its own ordinary

shares by way of market purchases (as such term

is deﬁned in Section 693(4) of the Companies

Act 2006), in accordance with speciﬁc

procedures set out in the Companies Act 2006.

Authority is sought for the Company to purchase

up to 10% of its issued ordinary shares (excluding

any treasury shares), less any ordinary shares

repurchased under any authority granted under

Resolution 20, renewing the authority granted

byshareholders at previous AGMs.

The minimum price, exclusive of expenses, which

may be paid for an ordinary share is €0.07. The

maximum price, exclusive of expenses, which

may be paid for an ordinary share is the higher

of: (i) an amount equal to 5% above the average

market value for an ordinary share for the ﬁve

business days immediately preceding the date

ofthe purchase; and (ii) the higher of the price

ofthe last independent trade and the highest

current independent bid in relation to ordinary

shares on the trading venues where the purchase

is carried out.

The authority will expire at the earlier of the close

of business on August 20, 2025, and the end of

the AGM of the Company to be held in 2025.

Authority to make off-market

purchases of ordinary shares

Under Resolution 20, authority is sought to

allowthe Company to buy back its own

ordinaryshares by way of off-market purchases

(as such term is deﬁned in section 693(2) of the

Companies Act 2006) on Euronext Amsterdam,

CBOE Europe DXE and Turquoise Europe. This

authority is necessary in addition to that under

Resolution 19 because, for the purposes of the

Companies Act 2006, any repurchase of

ordinary shares through Euronext Amsterdam,

CBOE Europe DXE and Turquoise Europe

constitutes an “off-market” transaction. As

such,these buybacks may only be made

pursuant to a form of buyback contract (a

“buyback contract”), the terms of which have

been approved by shareholders in accordance

with Section 694 of the Companies Act 2006.

Authority is sought for the Company to purchase

up to 10% of its issued ordinary shares (excluding

any treasury shares), less any ordinary shares

repurchased under any authority granted

underResolution 19.

The Company is seeking approval of the terms of

two forms of buyback contract, which are in all

material respects identical to each other apart

from the fee structure, with the two forms of

contract reﬂecting a brokerage commission fee

structure and a discount to volume weighted

average price fee structure respectively:

•

under the brokerage commission structure,

the fees payable to the programme bank for

the engagement take the form of a brokerage

commission, based on the number of shares

repurchased by the programme bank. The

level of brokerage commission will be

determined at the time the buyback

contractis executed; and

•

under the volume weighted average price fee

structure, the fees payable to the programme

bank for the engagement will be based upon

the pricing achieved by the programme bank

for such repurchases, as compared to an

agreed discount to the volume weighted

average price of the ordinary shares. The

discount to the volume weighted average

price will be determined at the time the

buyback contract is executed.

In addition, details such as the term of the

buyback contract and the maximum number

ofordinary shares to be purchased pursuant

toabuyback contract during such term will

alsobedetermined at the time of execution

ofabuyback contract.

The minimum price, exclusive of expenses, which

may be paid for an ordinary share pursuant to a

buyback contract is €0.07. The maximum price,

exclusive of expenses, which may be paid for an

ordinary share pursuant to a buyback contract is

the higher of: (i) an amount equal to 5% above

the average market value for an ordinary share

for the ﬁve business days immediately preceding

the date of the purchase; and (ii) the higher of

the price of the last independent trade and the

highest current independent bid in relation to

ordinary shares on the trading venues where

thepurchase is carried out.

Each buyback contract also annexes a form

ofproposal, which would be the means by

whichthe programme banks would respond

toinvitations to bid for a particular buyback

tranche from time to time during the term of

theauthorisation sought under Resolution 20.

The buyback contracts are proposed to be

entered into with any of Citigroup Global

Markets Limited, BNP Paribas or any of its

afﬁliates, Goldman Sachs International, Morgan

Stanley & Co. International plc, Merrill Lynch

International, Natixis and UBS AG London

Branch. However, due to the settlement

arrangements for shares traded on Euronext

Amsterdam, CBOE Europe DXE and Turquoise

Europe, the member who would hold any shares

to be purchased under the buyback contracts

would in each case be either Euroclear

Nederland or Euroclear Bank.

Copies of the buyback contracts will be made

available for shareholders to inspect at the

Company’s registered ofﬁce at Shell Centre,

London, SE1 7NA during normal business hours

on any weekday (public holidays excluded, and

as allowed by law) from the publication of this

Notice until the conclusion of the 2024 AGM.

Copies of the buyback contracts will also be

available for inspection at the AGM.

Under the Companies Act 2006, the Company

must seek authorisation for share repurchase

contracts and counterparties at least every

ﬁveyears. However, the authority sought under

Resolution 19 will expire at the earlier of the close

of business on August 20, 2025, and the end of

the AGM of the Company to be held in 2025.

Note to resolution 21

Authority for certain donations

andexpenditure

The Company is seeking authority under this

resolution to allow the Company and any of its

subsidiaries to make political donations or incur

political expenditure up to a limit of £100,000

for each category of donation or expenditure

asset out in the resolution.

The Directors are seeking such authority for a

period ending on the date of the Company’s

AGM in 2025 or, if earlier, close of business

onAugust 20, 2025.

The Company has no intention of

changing its current practice of

not making political donations

to political parties, independent

election candidates and/or political

organisations, or incurring political

expenditure within the ordinary

meaning of those words and will

not do so without the specific

endorsement of shareholders.

However, the deﬁnitions used in the Companies

Act 2006 are very wide and open to

interpretation. As such, it is possible that normal

business activities which might not be thought to

be political donations or expenditure in the usual

sense could be caught. This could include

donations and contributions to, for example,

bodies concerned with policy review and law

Explanatory notes on resolutions continued

13Shell Notice of Annual General Meeting 2024

reform, with the representation of the

businesscommunity or sections of it or with

therepresentation of other communities or

special interest groups, which it may be in

theCompany’s interest to support.

In order to allow such activities to continue and

avoid inadvertently contravening the Companies

Act 2006, the Company considers that the

authority sought under this resolution to make

political donations and incur political expenditure

is advisable, in common with many other

listedcompanies.

The UK Companies Act 2006 requires that the

authority should specify the maximum amount

that the Company and its subsidiaries can

spendon each category of political donations

orexpenditure during the period. To ensure

sufﬁcient ﬂexibility, the resolution provides

thatthis maximum amount is £100,000 for the

Company and its subsidiaries, in respect of each

category, over the whole period of the authority

until its expiration in 2025.

Note to resolution 22

Shell’s Energy Transition Strategy

2024 resolution

Resolution 22 is an advisory vote seeking

approval of Shell’s energy transition update as

disclosed in Shell’s Annual Report and Accounts

for the year-ended December 31, 2023

(published on shell.com/annualreport) AND

Shell’s Energy Transition Strategy 2024

(published on the Shell website shell.com/agm

and incorporated in this Notice by reference).

TheBoard is fully aligned with this strategy and

believes it will deliver value for our shareholders,

our customers and wider society. Voting in favour

of this resolution shows support for both the

Company and how it intends to progress its

energy transition strategy.

The Shell Energy Transition Strategy 2024 is also

available for inspection. Please see page 24

forfurther information.

Note to resolution 23

Shareholder resolution

Resolution 23 is a special resolution and has

been requisitioned by a group of shareholders.

The resolution should be read with its

corresponding supporting statement given on

page 8, andtheDirectors’ response given on

pages9to 10.

Your Directors consider that Resolution 23 is

notin the best interests of the Company and

itsshareholders as a whole and recommend

shareholders vote against Resolution 23.

Explanatory notes on resolutions continued

Your Directors consider that Resolutions 1 to 22 are in the best interests of the Company and its

shareholders as a whole. The Directors therefore unanimously recommend that you vote in favour

ofResolutions 1 to 22. However, they consider that Resolution 23 is not in the best interests of the

Company and its shareholders as a whole and unanimously recommend that you vote against

Resolution 23 for the reasons set out on pages 9 to 10.

14 Shell Notice of Annual General Meeting 2024

Directors’ biographies

Career

Prior to joining Shell, Sir Andrew Mackenzie was CEO of BHP from 2013 to 2019 after joining BHP in

2008. As BHP CEO, he simpliﬁed and strengthened the business, and made it the ﬁrst miner to pledge

totackle emissions caused when customers use its products.

From 2004 to 2007 at Rio Tinto, Sir Andrew was Head of Industrial Minerals, then Head of Industrial

Minerals and Diamonds. Prior to this, Sir Andrew spent 22 years with BP, joining in 1982 in research and

development, followed by international operations and technology roles across most business streams

and functions – principally in exploration and production, and petrochemicals, including as Chief

Reservoir Engineer and Chief Technology Ofﬁcer. Sir Andrew was also Vice President for Chemicals

intheAmericas, then Oleﬁns and Polymers globally.

From 2005 to 2013, Sir Andrew served as a Non-executive Director of Centrica. He has also served on

many not-for-proﬁt boards, including public policy think tanks in the UK and Australia. He was knighted

in2020 for services to business, science, technology and UK-Australia relations.

Relevant skills and experience

Sir Andrew has led international FTSE 100 businesses, and has more than 30 years’ experience in

themining and energy industries. Following early academic distinction, Sir Andrew made important

contributions to geochemistry, including groundbreaking methods for oil exploration and recovery.

Hewas recognised as “one of the world’s most inﬂuential earth scientists” and made a Fellow of the

RoyalSociety in 2014.

Sir Andrew has applied his deep understanding of the energy business and geopolitical outlook to

createpublic-private partnerships and advise governments around the world. He has consistently

pursuedsustainable action on climate change in the interests of access to affordable energy and global

development. His expertise is helping Shell navigate the energy transition. Sir Andrew also champions

gender balance, the rights of Indigenous Peoples, and the power of large companies to make a positive

contribution to society – all of which align closely with Shell’s purpose, strategy and values.

Sir Andrew Mackenzie

Chair

Tenure

Chair – Two years and nine months

(appointed May 18, 2021)

On Board – Three years and ﬁve months

(appointed October 1, 2020)

Board committee membership

Chair of the Nomination and Succession Committee

Outside commitments on listed and large

private companies

Chair of UK Research and Innovation (UKRI)

Age

Nationality

British

Career

Dick Boer was President and CEO of Ahold Delhaize from 2016 to 2018. Prior to the merger between

Ahold and Delhaize, he served as President and CEO of Royal Ahold from 2011 to 2016. From 2006 to

2011 he was a member of the Executive Board of Ahold and served as Chief Operating Ofﬁcer of Ahold

Europe. Dick joined Ahold in 1998 as CEO of Ahold Czech Republic and was appointed President and

CEO of Albert Heijn in 2000. In 2003, he also became President and CEO of Ahold’s Dutch businesses.

Before joining Ahold, Dick spent more than 17 years in various retail positions, for SHV Holdings N.V. in

theNetherlands and abroad, and for Unigro N.V.

Relevant skills and experience

Dick has a deep understanding of brands and consumers, and extensive knowledge of the US and

European markets, from his time leading one of the world’s largest food retail groups. He has considerable

experience at the forefront of retailing and customer service, which extended in more recent years to

e-commerce and the digital arena. This experience is most timely as Shell focuses on the growth of our

marketing activities and increasing consumer choices in energy products.

Dick brings sound business judgement and a proven track record in strategic delivery to Shell, evidenced

by the combination of Ahold and Delhaize. He is also passionate about sustainability and is well informed

on the importance of the various stakeholder interests in this area.

Dick Boer

Deputy Chair and Senior Independent Director

Tenure

Three years and nine months

(appointed May 20, 2020)

Dick was appointed Deputy Chair and Senior

Independent Director on May 23, 2023.

Board committee membership

Member of the Audit and Risk Committee, member

of the Nomination and Succession Committee,

andamember of the Remuneration Committee

Outside commitments on listed and large

private companies

Non-executive Director of Nestlé and SHV Holdings;

and Chair of the Supervisory Board of Just Eat

Takeaway.com

Age

Nationality

Dutch

15Shell Notice of Annual General Meeting 2024

Directors’ biographies continued

Sinead Gorman

Chief Financial Ofﬁcer

Tenure

One year and 11 months

(appointed April 1, 2022)

Board committee membership

N/A

Outside commitments on listed and large

private companies

No external appointments

Age

Nationality

British

Career

Sinead Gorman joined Shell in 1999 and has held key leadership roles in Finance. She started her Shell

career in the Shell International Trading and Shipping Company (STASCO) based in London, UK, and

thenmoved to the Coral Energy joint venture, in Houston, Texas, USA. Sinead worked in Mergers and

Acquisitions and Treasury, based in the Netherlands, before moving back to Houston as Vice President

Finance for Shales.

Prior to her appointment as CFO, Sinead held the positions of Executive Vice President (EVP) Finance

forUpstream; Projects & Technology, as well as Integrated Gas and New Energies.

Relevant skills and experience

Sinead has an MEng from the University of Oxford, and an MSc in Finance from London Business School.

Sinead has more than two decades’ experience of working for Shell. She has built a deep understanding

of ﬁnance across the industry, spanning a wide range of businesses, and possesses a breadth of

experience in trading, new business development and capital projects.

Sinead has held regional and global ﬁnance leadership roles across Europe and the USA, and latterly,

inShell’s Upstream, Integrated Gas and Renewables and Energy Solutions businesses, and in Projects

&Technology and Corporate.

Highly regarded for her commercial abilities and external focus, Sinead has a strong track record in

costleadership, principle-based decision-making and detailed capital stewardship.

Career

Wael began his career at Shell in 1997 as an engineer with Petroleum Development Oman. By the

mid-2000s, Wael was Managing Director and Chairman of Shell Qatar, where he oversaw Shell’s

business in Qatar, including its liqueﬁed natural gas (LNG) and gas-to-liquids (GTL) divisions. Wael then

became Executive Vice President of Deep Water, where he was responsible for driving its transformation

into a leading business for Shell.

Prior to being appointed CEO at the start of 2023, Wael joined the Executive Committee in 2019 as

Upstream Director, and then, in 2021, he became Shell’s Director of Integrated Gas, and Renewables

andEnergy Solutions. Wael was a trustee of Shell Foundation from 2019 to the end of 2022.

Relevant skills and experience

Wael holds an MEng from McGill University in Montreal, Canada, and an MBA from Harvard

BusinessSchool. During his Shell career, spanning more than 25 years, he has worked in Europe, Africa,

Asia and the Americas, and has held roles across all of Shell’s businesses. He has led several major

commercial transactions, including mergers, acquisitions and divestments, as well as new business

development projects.

Wael is an exceptional leader, with all the qualities needed to drive Shell safely and proﬁtably through

itsnext phase of transition and growth. His track record of commercial, operational and transformational

success reﬂects not only his broad, deep experience and understanding of Shell and the energy sector, but

also his strategic clarity. He combines these qualities with a passion for people, which enables him to get

the best from those around him.

Wael Sawan

Chief Executive Ofﬁcer

Tenure

One year and two months

(appointed January 1, 2023)

Board committee membership

N/A

Outside commitments on listed and large

private companies

No external appointments

Age

Nationality

Lebanese and Canadian

16 Shell Notice of Annual General Meeting 2024

Directors’ biographies continued

Career

Neil Carson is a former FTSE 100 CEO. He joined Johnson Matthey in 1980 where he held several senior

management positions in the UK and the USA, before being appointed CEO in 2004. Since retiring from

Johnson Matthey in 2014, Neil has focused on his non-executive roles. He was Chair of TT Electronics plc

from 2015 until May 2020.

Relevant skills and experience

Neil has an engineering degree, considerable operational experience and a strong understanding of

capital-intensive businesses. He has a broad industrial outlook and a thorough commercial approach

combined with a practical perspective on businesses. He brings a ﬁrst-class international perspective

ondriving value in complex environments. Neil was awarded an OBE for services to the chemical

industryin 2016.

Neil uses his experience to bring fresh insight and industry understanding to Board discussions.

Neil Carson OBE

Independent Non-executive Director

Tenure

Four years and nine months

(appointed June 1, 2019)

Board committee membership

Chair of the Remuneration Committee, and member

of the Sustainability Committee

Outside commitments on listed and large

private companies

Non-executive Chair of Oxford Instruments plc

Age

Nationality

British

Career

Ann Godbehere started her career with Sun Life of Canada in 1976 in Montreal, Canada. She joined

M&G Group in 1981, where she served as Senior Vice President and Controller for both life and health,

and property and casualty businesses throughout North America. She joined Swiss Re in 1996, after it

acquired the M&G Group, and served as Chief Financial Ofﬁcer from 2003 to 2007. From 2008 to

2009,she was interim CFO and an Executive Director of Northern Rock bank in the initial period

followingits nationalisation.

Ann has also held several non-executive director positions at Prudential plc, British American Tobacco plc,

UBS AG, and UBS Group AG. Ann served as a Non-executive Director of Rio Tinto plc and Rio Tinto

Limited until May 2019, and she was also Senior Independent Director of Rio Tinto plc. In January 2021,

Ann joined the Board of Stellantis N.V., and she chairs its Audit Committee. In September 2023, Ann

joined the Board of HSBC Holdings plc.

Relevant skills and experience

Ann is a former CFO and a Fellow of the Institute of Chartered Professional Accountants and a Fellow of

the Certiﬁed General Accountants Association of Canada, and she has more than 25 years of experience

in the ﬁnancial services sector. Her extensive international business experience, including serving on

boards in eight countries, enables Ann to make signiﬁcant and valuable contributions and bring a global

perspective to Board discussions.

Ann’s long and varied international business career powered by her ﬁnancial acumen is reﬂected in the

insights and constructive challenges she brings to the boardroom. As Audit and Risk Committee Chair,

Annleverages her background to ensure robust discussions are consistently held as the Audit and Risk

Committee delivers its remit.

Ann Godbehere

Independent Non-executive Director

Tenure

Five years and nine months

(appointed May 23, 2018)

Board committee membership

Chair of the Audit and Risk Committee, and member

of the Nomination and Succession Committee

Outside commitments on listed and large

private companies

Non-executive Director and Audit Committee Chair

of Stellantis N.V.; and Non-executive Director of

HSBC Holdings plc

Age

Nationality

Canadian and British

17Shell Notice of Annual General Meeting 2024

Directors’ biographies continued

Career

Jane Holl Lute was President and Chief Executive Ofﬁcer of the North American operations of Sicpa

Securelink Corporation from 2017 to 2021, when she assumed the role of Non-executive Strategic

Director. From 2018 to 2021, Jane was a Non-executive Director of Atlas Air Worldwide Holdings Inc.

In2013, she established and led the Council on CyberSecurity, an independent not-for-proﬁt organisation

with a global scope, committed to the security of an open internet. From 2015 to 2016, Jane held the role

of Chief Executive Ofﬁcer of the Center for Internet Security, an independent not-for-proﬁt organisation

that works to improve cyber security worldwide.

Before this, from 2009 to 2013 Jane served as Deputy Secretary of the US Department of Homeland

Security, functioning as the Chief Operating Ofﬁcer for the third-largest US Federal department. From

2003 to 2009 she held various roles at the United Nations, including Acting Under-Secretary and

Assistant Secretary-General for Peacekeeping, Field Support and Peacebuilding. She also served as

Executive Vice President and Chief Operating Ofﬁcer of the United Nations Foundation and Better World

Fund. Jane has since returned to working with the United Nations, serving as a Special Adviser to the

Secretary-General.

Jane started her career in the US Army in 1978, serving in Berlin during the Cold War, on the US Central

Command Staff during Operation Desert Storm, and on the National Security Council Staff under

Presidents George H.W. Bush and William J. Clinton. After retiring from the military in 1994, she joined

theCarnegie Corporation as an Executive Director of its Commission on Preventing Deadly Conﬂict.

Relevant skills and experience

Jane is a proven and effective leader, who has held signiﬁcant leadership roles in public service, the

military and the private sector. She brings a wealth of expertise in matters of public policy, cyber security

and risk management to our Board. She has also made signiﬁcant contributions to strategic discussions

and overseeing the day-to-day business and management of a signiﬁcant public security department.

Jane is an experienced board director, having served on the boards of large companies since 2016.

Theseappointments have given her business perspectives across different sectors and geographical

regions. She has also served on various committees including committees which focus on audit,

environmental and sustainability, nomination and governance issues.

Jane Holl Lute

Independent Non-executive Director

Tenure

Two years and nine months

(appointed May 19, 2021)

Board committee membership

Member of the Sustainability Committee, and

member of the Remuneration Committee

Outside commitments on listed and large

private companies

Non-executive Director of Marsh & McLennen; and

Non-executive Director of Union Paciﬁc Corporation;

Strategic Director of Sicpa Securink Corp.

Age

Nationality

American

Career

Catherine Hughes was Executive Vice President International at Nexen Inc. from January 2012 until her

retirement in April 2013, where she was responsible for all oil and gas activities including exploration,

production, development and project activities outside Canada. She joined Nexen in 2009 as Vice

President Operational Services, Technology and Human Resources.

Prior to joining Nexen Inc., she was Vice President Oil Sands at Husky Oil from 2007 to 2009 and

VicePresident Exploration & Production Services, from 2005 to 2007. She started her career with

Schlumberger in 1986 and held key positions in various countries, including France, Italy, Nigeria, the

UKand the USA, and was President of Schlumberger Canada Ltd for ﬁve years. Catherine has also

heldnon-executive director positions at SNC-Lavalin Group Inc, Statoil ASA and Precision Drilling Inc.

Relevant skills and experience

Catherine contributes through her knowledge of industry and the ease with which she engages with other

Directors and managers in the boardroom. With over 30 years of oil and gas sector experience, she brings

a geopolitical outlook and deep understanding of the industry. An engineer by training, she has also spent

a signiﬁcant part of her career working in senior human resources roles. The Board highly regards her

perspectives on our industry and our most important asset, our people.

Catherine has a strong track record of executing operational discipline with a focus on performance

metrics and a continual drive for excellence. Her knowledge of the technology underpinning oil and gas

operations, logistics, procurement and supply chains beneﬁts the Board greatly as it considers various

projects and investment or divestment proposals.

She also uses her industry knowledge – combined with her commitment to the highest standards

ofcorporate governance and safety, ethics and compliance – in her role as Chair of our

SustainabilityCommittee.

Catherine J. Hughes

Independent Non-executive Director

Tenure

Six years and nine months

(appointed June 1, 2017)

Board committee membership

Chair of the Sustainability Committee, and member

of the Audit and Risk Committee

Outside commitments on listed and large

private companies

Non-executive Director of Valaris Limited

Age

Nationality

Canadian and French

18 Shell Notice of Annual General Meeting 2024

Directors’ biographies continued

Career

Sir Charles held the position of Second Permanent Secretary, one of the most senior positions within the

UK’s Treasury, from July 2016 to June 2022. As Second Permanent Secretary at HMT he was responsible

for policy and oversight across a range of functions within HMT including ﬁnancial services, ﬁnancial

stability, infrastructure, energy, science/R&D, business investment, venture and growth capital, transport,

and culture/creative industries. He was also Chair of the HMT Operating Committee.

Sir Charles was Director General, Financial Services at HMT from 2013 to 2016 and led the legislative

process for the biggest reforms in the UK banking sector in a generation before being appointed Second

Permanent Secretary.

Prior to his career at HMT, Sir Charles spent over 25 years at McKinsey & Company, and obtained an

MBA from Harvard Business School. While at McKinsey, he held positions including Director of the

McKinsey Global Institute, Head of the UK Financial Institutions Group and Co-Head of McKinsey’s

Global Investment Banking Practice. Sir Charles has worked for large banks, insurance companies,

hedgefunds and private-equity investors in strategy, risk management, and organisation roles.

SirCharlesalso led major research efforts at McKinsey and authored a number of articles on

strategyandscenario planning.

Relevant skills and experience

Sir Charles’ succession of roles placed him at the nexus between industry and government, and they

haveincluded his active involvement in forging and delivering energy policies. He was an inﬂuential

ﬁgurewithin HMT in pioneering energy policy, including for COP26, and providing funding for innovative

organisations to support the energy transition.

A former executive board member for one of the world’s pre-eminent consultancies, Sir Charles helped

drive innovation while navigating the intricate stakeholder landscape of UK government.

Sir Charles Roxburgh

Independent Non-executive Director

Tenure

One year (appointed March 13, 2023)

Board committee membership

Member of the Audit and Risk Committee

Outside commitments on listed and large

private companies

Non-executive Chair of Legal and General America

(a US subsidiary of Legal and General Group plc

focussing on life insurance and retirement

operations); Non-executive member of Global

Council, Herbert Smith Freehills

Age

Nationality

British

Career

Abraham (“Bram”) Schot has been on the Board of Volkswagen AG, responsible for the Premium Car

Group, CEO of Audi AG, Chair of Lamborghini and Ducati, responsible for the VW group Commercial

Operations and Vice-Chair of Porsche Holding Salzburg.

From 2011 to 2016, he was a member of the Board of Volkswagen Commercial Vehicles and Executive

Vice President responsible for Global Marketing, Sales & Services, New Business Models. In 2017, he

became a member of the Board of Audi AG. From 2006 to 2011, Bram was President & CEO of Daimler/

Mercedes-Benz Italia & Holding S.p.A. From 2003 to 2006, he was President & CEO of DaimlerChrysler

in the Netherlands.

Prior to this, Bram held a number of director and senior leadership roles within Mercedes-Benz in the

Netherlands, having joined the business in 1987 on an executive management programme.

Relevant skills and experience

Bram has over 30 years’ experience working in the automotive industry at all levels of the business. He

gained a wealth of knowledge on extensive business-wide cost optimisation programmes at Audi AG.

These helped transform the car company into a provider of electric vehicles that could offer sustainable

mobility and position itself to succeed in the energy transition. He is well placed to leverage this

knowledge in the Shell boardroom as Shell navigates its own transformation and pathway through

theenergy transition.

Bram brings his high regard for integrity and compliance to board meetings. His studies have

encompassed innovation and organisational effectiveness, geopolitical environments, shareholder value,

corporate social responsibility and risk management, which are all highly valued management tools and

are evident in the questions he raises in the boardroom.

Abraham Schot

Independent Non-executive Director

Tenure

Three years and ﬁve months

(appointed October 1, 2020)

Board committee membership

Member of the Sustainability Committee,

andmember of the Remuneration Committee

Outside commitments on listed and large

private companies

Non-executive Director of Signify N.V.; Cognizant

Technology Solutions Corporation; and Compagnie

Financière Richemont SA

Age

Nationality

Dutch

19Shell Notice of Annual General Meeting 2024

Directors’ biographies continued

Career

Leena has devoted a signiﬁcant part of her career to research and policy matters in sustainability and has

held positions on several boards of scale. She is currently a member of the UN Technical Advisory Group

on SDG 7S, a Scientiﬁc Advisory Board Member of the European Forum for Alpbach, and an advisory

Board Member of NAMTECH a Gujarat technology institute.

Leena was the Deputy Director General for Science at the International Institute for Applied Systems

Analysis (IIASA). Prior to this, she was an Executive Director, then the Vice Chancellor of the School

ofAdvanced Studies at The Energy and Resources Institute (TERI), a not-for-proﬁt policy research

organisation working in energy, environment and sustainable development. Leena previously served on

the sustainability advisory boards of various multinational companies, such as The Coca-Cola Company,

Caterpillar Inc and Suez Environment. She has also been a non-executive director of companies, including

companies involved in manufacturing and infrastructure.

Leena has served various committees and organisations both at the international and national levels, with

prior roles including energy and climate advisor for the United Nations and the Co-Chair of the Advisory

Committee at Future Earth.

Relevant skills and experience

Leena recognises the challenges large organisations face in managing different stakeholder priorities

and,in particular, the challenges companies face in balancing business, government and societal needs,

while pursuing a sustainability agenda.

Leena was a research associate at TERI when serious discussions on climate change were emerging.

Later,as a member of the Cement Sustainability Initiative of the World Business Council for Sustainable

Development, she provided a pragmatic perspective on how to support the sector through its

decarbonisation journey. She has a strong network of relationships in multiple global institutions focused

on sustainability and an understanding of the issues the energy sector faces in pursuing decarbonisation.

Leena is well positioned to make a valuable contribution to Shell during this period of transformation.

Leena Srivastava

Independent Non-executive Director

Tenure

One year (appointed March 13, 2023)

Board committee membership

Member of the Sustainability Committee

Outside commitments on listed and large

private companies

Member of the Independent Council of Climate

Experts of Edelman

Age

Nationality

Indian

Career

Cyrus Taraporevala was President and Chief Executive Ofﬁcer of State Street Global Advisors from 2017

to 2022. Prior to joining State Street, Cyrus held numerous leadership roles in asset management including

at Fidelity, BNY Mellon, Legg Mason, and Citigroup. Earlier in his career Cyrus was a partner at McKinsey

& Company, based in New York and Copenhagen.

Cyrus was a founding member of the New York Stock Exchange Board Advisory Council, which

proactively addresses the critical need for inclusive leadership on corporate boards by connecting

diversecandidates with companies seeking new directors. He serves as a Board member of two non

proﬁtorganisations: The Trustees of Reservations, a Massachusetts-based conservation organisation,

andGBH, a public media producer, distributor, broadcaster and content creator.

Relevant skills and experience

Cyrus brings a unique mix of strategic perspectives and business skills. He has signiﬁcant experience

indriving organic and inorganic growth, and company transformations. He is one of the most senior

professionals in the asset management industry and has successfully led and grown global businesses

ofscale. He played a critical role in afﬁrming State Street’s reputation as both a stalwart and a pioneer

within the sector. At times, Cyrus was helping to implement change amid market uncertainty caused

bygeopolitical tensions and an evolving regulatory environment.

Cyrus also possesses a unique vantage point on core board-related issues impacting public companies

including sustainability. He has spoken about and published multiple articles on climate risk and other

aspects of sustainability. He is credited with strengthening the sustainability credentials of State Street

Global Advisors and is highly credible in providing perspectives on these topics.

Cyrus Taraporevala

Independent Non-executive Director

Tenure

One year (appointed March 2, 2023)

Board committee membership

Member of the Audit and Risk Committee

Outside commitments on listed and large

private companies

Non-executive Director of Bridgepoint Group plc

Age

Nationality

American

20 Shell Notice of Annual General Meeting 2024

Board and Committee evaluation

Company Secretary

For 2023 the Nomination and Succession

Committee conducted an internally

facilitatedquestionnaire-based Board

andcommittee evaluation.

Board members responded to questionnaires

shared at the end of 2023, with the results being

discussed at the January 2024 Board and

committee meetings. Separate questionnaires

were produced for the evaluation of the Chair,

and the Board committees. In addition, the Chair

held separate one-to-one discussions with each

of the Directors to assess their individual

performance during the year. To broaden the

inputs into the evaluation process, members of

the Executive Committee participated in the

evaluation process, also completing

questionnaires relating to their attendance

atBoard meetings.

The Company Secretary produced a feedback

summary providing recommendations to the

Directors. This report was shared with the

Chairand committee Chairs and subsequently

all Board members.

The feedback from the Board Directors was

positive throughout their responses to the

evaluation. The committees were considered to

be well-chaired and well-operated and received

excellent input from Senior Management.

A separate discussion in relation to the

performance of the Chair was led by the Deputy

Chair (in the absence of the Chair). The Chair

was considered to have built and maintained

strong relationships with the CEO, CFO and the

Non-executive Directors. He was also thought to

be very good at drawing out individual views

inthe room and keen to listen to views from

allDirectors.

A full overview of the Board evaluation can

befound on page 166 within the Governance

section of the Annual Report for the year ended

December 31, 2023.

Retirements in 2023

Euleen Goh

(Deputy Chair and Senior IndependentDirector)

Retired: May 23, 2023. In line with best practice, Euleen chose not

toseek re-election at the 2023 AGM after serving almost nine years

on the Board.

Martina Hund-Mejean

(Independent Non-executive Director)

Retired: May 23, 2023. Martina chose not to seek re-election

at the 2023 AGM.

Career

Caroline Omloo worked in private practice with law ﬁrm Nauta Dutilh before joining Shell in 1999.

Shehas held various positions in Shell, including Secretary to the Audit Committee, Associate General

Counsel Corporate Finance NL, Chief Privacy Ofﬁcer and Head of Legal, and management team member

of the Downstream Operating Company in the Netherlands. She has also been a member of the board

ofStichting Shell Pensioenfonds, one of Shell’s Dutch pension funds.

Prior to being appointed as Company Secretary, Caroline was Head of Legal and Compliance of Shell

Asset Management Company from 2017 and was a board member of this company from 2018 to 2022.

From 2009 to 2019, Caroline was on the board of Stichting Beroepsopleiding Bedrijfsjuristen, the

foundation providing education for in-house lawyers in the Netherlands. She also served as a board

member of Missie Verkeersmiddelen Actie, a Dutch charitable organisation, from 2007 to 2017.

Relevant skills and experience

Caroline plays an important role at Shell in overseeing the Corporate Secretariat and the Group

Disclosures and Securities Team in the UK, USA and the Netherlands.

She has a strong understanding of Shell’s global operations and people. Her experience of engaging

withthe Board in previous roles, coupled with her broad understanding and engagement across Shell’s

businesses, functions and her legal background, helps to ensure that the right matters come to the

Boardat the right time.

Caroline J.M. Omloo

Company Secretary

Tenure

One year and seven months

(appointed August 1, 2022)

Age

Nationality

Dutch

21Shell Notice of Annual General Meeting 2024

Board diversity

Director independence

All Non-executive Directors are considered by the Board to be independent in character and judgement. The Chair is not subject to the Code’s

independence test other than on appointment.

Ethnic diversity

The Board is satisﬁed that it currently exceeds the recommendation from the Parker Review on Board diversity in the UK.

Gender diversity

Non-executive Director sector experience

Accounting and Finance

Oil & gas, Extractives, Energy

Strategy development

Engineering, Industrial

Consumer, Marketing

Regulatory, Government

affairs, Public policy

80%

60%

100%

60%

Director nationality

Lebanese

Dutch

American

Canadian

Indian

British

33%

17%

25%

Board diversity

Attendance

The Board met nine times during 2023. Six of the nine meetings

wereheld physically, one meeting in Vancouver, Canada,

andﬁveinLondon, United Kingdom. Three meetings were

heldvirtually. Attendance during 2023 for all Board meetings

isgiveninthe table[A].

[A] For attendance at Committee meetings during the year, please refer to individual

Committee Reports within the Annual Report for the year ended December 31, 2023.

[B] Dick Boer was absent from the May 2023 Board meeting due to personal

circumstances.

[C] Euleen Goh stepped down from her role as Deputy Chair and Senior Independent

Director with effect from May 23, 2023.

[D] Jane Holl Lute was absent from the June 2023 Board meeting due to a scheduled

business commitment.

[E] Martina Hund-Mejean stepped down from her role as Independent Non-executive

Director with effect from May 23, 2023.

[F] Sir Charles Roxburgh was appointed as Independent Non-executive Director with

effectfrom March 13, 2023.

[G] Wael Sawan was appointed as Chief Executive Ofﬁcer (CEO) with effect from

January1, 2023.

[H] Bram Schot was absent from the June 2023 Board meeting due to personal

circumstances.

[I] Leena Srivastava was appointed as Independent Non-executive Director with effect

fromMarch 13, 2023.

[J] Cyrus Taraporevala was appointed as Independent Non-executive Director with effect

from March 2, 2023.

Board member Meetings attended in 2023

Dick Boer [B] 8/9

Neil Carson 9/9

Ann Godbehere 9/9

Euleen Goh [C] 3/3

Sinead Gorman 9/9

Jane Holl Lute [D] 8/9

Catherine J. Hughes 9/9

Martina Hund-Mejean [E] 3/3

Sir Andrew Mackenzie 9/9

Sir Charles Roxburgh [F] 7/7

Wael Sawan [G] 9/9

Bram Schot [H] 8/9

Leena Srivastava [I] 7/7

Cyrus Taraporevala [J] 8/8

Male

Female

58%

42%

Non-executive Director tenure (years)

0-3

4-6

7-9

11%

44%

Ethnicity

White British or other White

(including minority white groups)

Asian / Asian British

Other ethnic groups,

including Arab

17%

75%

The information in the tables above reﬂects only those standing for election at the 2024 Annual General Meeting.

Director age, on pages 14 to 19, is provided as at May 21, 2024, being the scheduled date of the 2024 Annual General Meeting. Other information on these pages is provided as at the date of the Notice.

22 Shell Notice of Annual General Meeting 2024

Shareholders with registered

sharesin their own name or

holdingtheir shares through

theShell Corporate Nominee

•

Registered holders of shares or shareholders

who hold their shares in the Shell Corporate

Nominee, or their duly appointed

representatives, are entitled to attend,

speakand vote at the AGM.

•

Entitlement to attend and vote at the AGM

will be determined by reference to the

Company’s Register of Members. In order to

attend and vote at the AGM, a person must

be entered on the Register of Members or

theregister of the Shell Corporate Nominee

nolater than 18:30 (UK time), 19:30

(Dutchtime) on Friday May 17, 2024. A

shareholder’s voting entitlement will depend

on the number of shares held at that time. If

the AGM is adjourned, such entitlement is

determined by reference to the Register

ofMembers or the register of the Shell

Corporate Nominee at 18:30 (UK time),

19:30 (Dutch time), two working days

beforethe date of the adjourned AGM.

•

A shareholder is entitled to appoint a proxy

to exercise all or any of their rights to vote on

their behalf and, to attend and speak at the

AGM. A shareholder may appoint more than

one proxy in relation to the AGM, provided

each proxy is appointed to exercise the rights

attached to a different share or shares held

by that shareholder. A proxy need not also

be a shareholder. Proxy Forms and, for

participants in the Shell Corporate Nominee,

Voting Instruction Forms, must reach the

Company’s Registrar no later than 10:00

(UK time), 11:00 (Dutch time) on Friday

May 17, 2024. It is also possible to vote or

as explained below. Shareholders who have

completed a Proxy Form or Voting Instruction

Form may still attend the AGM and vote in

person should they wish to do so, but they

arerequested to bring the Admittance

Cardwith them to the AGM.

•

If a shareholder wishes to appoint multiple

proxies, he or she should contact the

Registrar on +44 (0)800 169 1679 to obtain

an additional Proxy Form or, in the case of a

participant in the Shell Corporate Nominee,

a Voting Instruction Form. Alternatively, the

shareholder may photocopy his or her Proxy

Form or Voting Instruction Form. It will be

necessary for the shareholder to indicate

oneach separate Proxy Form, or Voting

Instruction Form, the number of shares in

relation to which each proxy is authorised

toact. If a shareholder appoints more than

one proxy, he or she must ensure that no

morethan one proxy is appointed in

relationto any share.

•

If a shareholder does not specify how he or

she wants the proxy to vote on the particular

resolutions, the proxy may vote or abstain as

he or she sees ﬁt. A proxy may also vote or

abstain as he or she sees ﬁt on any other

business which properly comes before

theAGM.

•

If shares are held through the Shell Corporate

Nominee and no voting instructions are

received or speciﬁed, the Corporate

Nominee will not cast the votes attached

tosuch shares.

•

If two or more shareholders jointly hold

shares in the Company, each shareholder

may attend, speak and vote at the AGM,

appoint a proxy or give voting instructions.

However, if more than one joint holder votes,

appoints a proxy or gives voting instructions,

the only vote, appointment or voting

instruction which will count is the vote,

appointment or voting instruction of the

jointholder whose name is listed ﬁrst on

theCompany’s Register of Members.

Persons holding their shares

throughEuroclear Nederland

(viabanks or brokers)

Persons holding their shares through

EuroclearNederland via banks and brokers

arenot included in the Company’s Register

ofMembers – such shares are included in

theRegister of Members under the name

ofEuroclear Nederland.

If persons who hold their shares through

Euroclear Nederland wish to: (i) attend the

AGM; or (ii) appoint a proxy to attend, speak

and vote on their behalf; or (iii) give voting

instructions without attending the AGM, they

must instruct Euroclear Nederland accordingly.

To do this, such persons are advised to contact

their bank or broker as soon as possible and

advise them which of the three options they

prefer. Alternatively, such persons can choose

such options electronically by accessing the

website abnamro.com/evoting and following the

online instructions. In all cases, thevalidity of the

instruction will be conditional upon ownership of

the shares at no later than 10:00 (UK time),

11:00 (Dutch time) on Friday May 17, 2024.

Any instruction, whether by hard copy or by

electronic means, must be received by this time.

Persons holding their shares through Euroclear

Nederland and who indicate they wish to

attendthe AGM will not receive an Admittance

Card. They will therefore be asked to identify

themselves at the AGM using a valid passport,

identity card or driving licence.

Persons holding their shares

throughthird party agents or

nominees (other than the Shell

Corporate Nominee)

If your Shares are held by a third party agent or

nominee, you are urged to speak directly to them

about how to exercise the votes that attach to

those Shares and/or how to attend the Annual

General Meeting.

Shareholder notes

1. Attendance and appointment

ofaproxy

If you wish to attend the AGM or appoint a

proxy to attend, speak and vote on your behalf,

please see the relevant section below depending

on the way you hold your shares.

There are several ways in which Shell plc

ordinary shares or an interest in those shares

canbe held. These include:

•

directly as registered shares in certiﬁcated

oruncertiﬁcated form in a shareholder’s

ownname;

•

indirectly through Euroclear Nederland

(viabanks or brokers);

•

through the Shell Corporate Nominee;

•

through another third-party nominee or

intermediary company; or

•

as a direct or indirect holder of American

Depositary Shares (ADSs) with the

Depositary (JPMorgan Chase Bank, N.A.).

Any person to whom this Notice is sent who is a

person that has been nominated under Section

146 of the Companies Act 2006 to enjoy

information rights (“nominated persons”) does

not have a right to appoint a proxy. However,

anominated person may, under an agreement

with the registered shareholder by whom he or

she was nominated, have a right to be appointed

(or to have someone else appointed) as a proxy

for the AGM. Alternatively, if a nominated person

does not have such a right, or does not wish to

exercise it, he or she may have a right under any

such agreement to give instructions to the

registered shareholder as to the exercise

ofvoting rights.

The return of a completed form of proxy, other

such instrument or any CREST proxy Instruction

will not prevent a member attending the AGM

and voting in person.

This section contains

information relating

to the following:

1. Attendance and appointment

ofaproxy

2. Corporate representatives

3. AGM webcast

4. Electronic voting and proxy

appointment

5. CREST electronic proxy appointment

6. Proxymity electronic proxy

appointment

7. Audit concerns

8. Shareholders’ right to ask questions

9. Shareholders’ rights under Sections

338 and 338A of the Companies

Act2006

10. Electronic publication

11. Electronic addresses

12. Shares and voting rights

13. Documents available for inspection

23Shell Notice of Annual General Meeting 2024

Holders of American Depositary

Shares (ADSs)

Registered ADS holders who wish to attend the

AGM or wish to have their votes cast on their

behalf should indicate accordingly on their

Voting Instruction Form and return it to the

ADSDepositary, JPMorgan Chase Bank, N.A.

Those who hold their ADSs beneﬁcially through

abank or broker and wish to attend the AGM

orhave their votes cast on their behalf should

contact their bank or broker as soon as possible.

The ADS Depositary, JPMorgan Chase Bank,

N.A., can be contacted on telephone number

+1888 737 2377 (from within the USA) or

+1651 453 2128 (from outside the USA).

Holders of ADSs wishing to attend the AGM

willnot receive an Admittance Card and will

therefore be asked to identify themselves at

theAGM using a valid passport, identity

cardordriving licence.

2. Corporate representatives

Any corporation that is a member can appoint

one or more corporate representatives who

mayexercise on its behalf all of its powers as

amember provided that they do not do so

inrelation to the same shares.

3. AGM webcast

You may either: i) simply watch the AGM via the

webcast which will be broadcast live at 10:00

(UK time), 11:00 (Dutch time) on the day of the

AGM; or ii) digitally attend and participate in

theAGM by registering through an electronic

platform (“digitally attending”). See pages 26

and 27 for further details.

Watching the AGM Webcast

If you are unable to attend the AGM in person,

you can watch the webcast, which will be

broadcast live at 10:00 (UK time), 11:00 (Dutch

time), on the day of the AGM. Shareholders who

wish to simply follow the AGM via the webcast

should go to shell.com/AGM/webcast and

follow the online instructions. This webcast isnot

interactive, and it is not possible to vote or ask

questions remotely. Shareholders should note

that accessing any such webcast for viewing

onlywill be for information only. Unlike digitally

attending and participating, those simply

watching the webcast will not be regarded

asformally present at the meeting nor will

arrangements be made for them to vote, submit

questions by text or speak at the meeting via

anysuch webcast. The webcast may include the

Question and Answer session with shareholders

present at the AGM, as well as background

shotsof those present in the auditorium.

Digitally attending the AGM

Shareholders who wish to register to digitally

attend and participate (including by voting)

inthe AGM should go to shell.lumiconnect.

com/120-066-131 andrefer to pages 26

and27for further details.

4. Electronic voting and

proxyappointment

Registered shareholders and those who

holdtheir shares through the Shell Corporate

Nominee who prefer to register a proxy

appointment with the Registrar via the internet

instead of by hard copy (sent by post or by

hand) may do so by accessing the website

sharevote.co.uk. Details of how to register

anelectronic proxy appointment and voting

instructions are set out on the website, but

pleasenote the following:

•

This method of registering proxies is an

alternative to the traditional hard copy

appointment of proxies, which will continue

unaltered. The electronic facility is available

to all shareholders and those who use it will

not be disadvantaged.

•

This facility provides for the electronic

appointment of a proxy and not direct

electronic voting. Accordingly, the person

appointed as proxy will have to attend the

AGM and vote on behalf of the shareholder.

•

No special software is required in addition

tointernet access.

•

To register on the website sharevote.co.uk,

itwill be necessary toquote the reference

numbers which are setout on the top of your

Proxy Form or Voting Instruction Form, or your

Notice of Availability. These numbers are

unique to the particular holding and the

2024 AGM and contain special security

aspects to prevent fraudulent replication.

•

In the interests of security, the reference

numbers will not be reissued, so if you

consider that you might want to register your

proxy appointment or your voting instructions

electronically after submitting the paper form,

please retain a note of the Voting ID, Task ID

and Shareholder Reference Number before

dispatching the paper form.

•

An electronic appointment of a proxy or

registration of voting instructions will not

bevalid if sent to any address other than

submission via sharevote.co.uk and will

notbe accepted if found to contain a virus.

•

The ﬁnal time for receipt of proxies is 10:00

(UK time), 11:00 (Dutch time) on Friday

May 17, 2024. You may change your

appointment or voting instructions by

submitting a new form in either hard copy or

electronic form; however, the new form must

be received by the Registrar by this ﬁnal time.

•

If two valid Proxy Forms or Voting

InstructionForms are received from the same

shareholder before the relevant closing time,

the one last received will be counted.

5. CREST electronic proxy

appointment

CREST members who wish to appoint a proxy

through the CREST electronic proxy appointment

service may do so for the AGM and any

adjournment(s) thereof by using the procedures

described in the CREST Manual. CREST personal

members or other CREST sponsored members,

and those CREST members who have appointed

voting service provider(s), should refer to their

CREST sponsor or voting service provider(s),

whowill be able to take the appropriate

actionon their behalf.

In order for a proxy appointment or instruction

made using the CREST service to be valid, the

appropriate CREST message (a “CREST Proxy

Instruction”) must be properly authenticated in

accordance with Euroclear UK & Ireland

Limited’s speciﬁcations and must contain the

information required for such instructions, as

described in the CREST Manual (available via

euroclear.com). The message, regardless of

whether it constitutes the appointment of a proxy

or an amendment to the instruction given to a

previously appointed proxy must, in order to be

valid, be transmitted so as to be received by the

Registrar (ID RA 19) by the latest time(s) for

receipt of proxy appointments speciﬁed in this

Notice. For this purpose, the time of receipt will

be taken to be the time (as determined by the

timestamp applied to the message by the CREST

Applications Host) from which the Registrar is

able to retrieve the message by enquiry to CREST

in the manner prescribed by CREST. After this

time any change of instructions to proxies

appointed through CREST should be

communicated to the appointee through

othermeans.

CREST members and, where applicable, their

CREST sponsors or voting service providers,

should note that Euroclear UK & Ireland Limited

does not make available special procedures in

CREST for any particular messages. Normal

system timings and limitations will therefore

applyin relation to the input of CREST Proxy

Instructions. It is the responsibility of the CREST

member concerned to take (or, if the CREST

member is a CREST personal member or

sponsored member or has appointed a voting

service provider(s), to procure that his CREST

sponsor or voting service provider(s) take(s))

suchaction as shall be necessary to ensure that

a message is transmitted by means of the CREST

system by any particular time. In this regard,

Shareholder notes continued

24 Shell Notice of Annual General Meeting 2024

CREST members and, where applicable, their

CREST sponsors or voting service providers,

arereferred in particular to those sections of the

CREST Manual concerning practical limitations

ofthe CREST system and timings.

The Company may treat a CREST Proxy

Instruction as invalid in the circumstances

setoutin Regulation 35(5)(a) of the

Uncertiﬁcated Securities Regulations 2001.

6. Proxymity electronic proxy

appointment

If you are an institutional investor, you may be

able to appoint a proxy electronically via the

Proxymity platform, a process which has been

agreed by the Company and approved by the

Registrar. For further information regarding

Proxymity, please go to proxymity.io. Your

proxymust be lodged by 10:00 (UK time) on

Friday May 17, 2024 in order to be considered

valid, or, if the meeting is adjourned, by the

timewhich is 48hrs before the time of the

adjourned meeting.

Before you can appoint a proxy via this process

you will need to have agreed to Proxymity’s

associated terms and conditions. It is important

that you read these carefully as you will be

bound by them, and they will govern the

electronic appointment of your proxy.

An electronic proxy appointment via the

Proxymity platform may be revoked completely

by sending an authenticated message via

theplatform instructing the removal of your

proxyvote.

7. Audit concerns

Under Section 527 of the Companies Act 2006,

shareholders meeting the threshold requirements

set out in that section have the right to require the

Company to publish on a website a statement

setting out any matter relating to: (i) the audit of

the Company’s accounts (including the Auditor’s

report and the conduct of the audit) that are to

be laid before the AGM; or (ii) any circumstance

connected with an auditor of the Company

ceasing to hold ofﬁce since the previous meeting

at which annual accounts and reports were laid

before the AGM in accordance with Section 437

of the Companies Act 2006. The Company may

not require the shareholders requesting any such

website publication to pay its expenses in

complying with Sections 527 or 528 of the

Companies Act 2006. Where the Company is

required to place a statement on a website under

Section 527 of the Companies Act 2006, it must

forward the statement to the Company’s Auditor

no later than the time when it makes the

statement available on the website. The business

which may be dealt with at the AGM includes

any statement that the Company has been

required, under Section 527 of the Companies

Act 2006, to publish on a website.

8. Shareholders’ right to

askquestions

The Company will be accepting shareholders’

questions at the AGM from those attending.

Speciﬁc directions on how to ask a question

forthose attending digitally will be provided

once you have accessed the meeting via

shell.lumiconnect.com/120-066-131.

The Company must cause to be answered

anyquestion taken at the AGM relating to the

business being dealt with at the AGM but no

such answer need be given if: (i) to do so would

interfere unduly with the preparation for the

AGM or involve the disclosure of conﬁdential

information; (ii) the answer has already been

given on a website in the form of an answer to

aquestion; or (iii) it is undesirable in the interests

of the Company or the good order of the AGM

that the question be answered.

The Chair has discretion not to answer, digitally

display or read out questions that are deemed

tobe undesirable in the interests of the Company

orthe good order of the meeting (including

inappropriate and/or offensive questions).

See also “How to ask a question” on page 25.

9. Shareholders’ rights under

Sections 338 and 338A of the

Companies Act 2006

Under Section 338 and Section 338A of the

Companies Act 2006, shareholders meeting

thethreshold requirements in those sections have

the right to require the Company: (i) to give to

shareholders of the Company entitled to receive

Notice, notice of a resolution which may properly

be moved and is intended to be moved at the

AGM; and/or (ii) to include in the business to

bedealt with at the AGM any matter (other than

a proposed resolution) which may be properly

included in the business. A resolution may

properly be moved or a matter may properly

beincluded in the business unless: (a) (in the

case of a resolution only) it would, if passed, be

ineffective (whether by reason of inconsistency

with any enactment or the Company’s

constitution or otherwise), (b) it is defamatory

ofany person, or (c) it is frivolous or vexatious.

Such a request may be in hard copy form or in

electronic form, must identify the resolution of

which notice is to be given or the matter to be

included in the business, must be authenticated

by the person or persons making it, must be

received by the Company no later than Monday

April 8, 2024, being the date six clear weeks

before the AGM, or if later, the time at which

Notice of the AGM is given and (in the case of

amatter to be included in the business only) must

be accompanied by a statement setting out the

grounds for the request.

10. Electronic publication

A copy of this Notice, and other information

required by Section 311A of the Companies Act

2006, can be found at shell.com/AGM.

11. Electronic addresses

Shareholders may not use any electronic

addressin this Notice or any related documents

(including the Chair’s Letter or Proxy Forms)

tocommunicate with the Company about

proceedings at the 2024 AGM or the

contentsof this Notice other than for

expresslystated purposes.

12. Shares and voting rights

The total number of Shell plc ordinary shares in

issue as at March 13, 2024, is 6,442,021,495

ordinary shares. The ordinary shares carry

onevote each. The Company holds no

sharesintreasury.

13. Documents available for

inspection

The following documents, which are available

forinspection during normal business hours at

the registered ofﬁce of the Company on any

weekday (public holidays excluded and as

allowed by law), will also be available for

inspection at the AGM in person, or digitally

forthose attending via the Lumi platform,

from09:45 (UK time) on the day of the AGM:

(i) a copy of each Executive Director’s

contract of service;

(ii) a copy of each Non-executive Director’s

letter of appointment;

(iii) a copy of the Shell Energy Transition

Strategy 2024 as proposed under

Resolution 22; and

(iv) a copy of the buyback contracts relating

toResolution 20, off-market share buybacks.

Shareholders should note that items (iii) and (iv)

will not remain available for inspection at the

Company’s registered ofﬁce after the date of

theAGM.

Shareholder notes continued

25Shell Notice of Annual General Meeting 2024

Location, date and time

The AGM is currently scheduled to be held

digitally via the Lumi electronic meeting platform,

and at the InterContinental London – The O2, 1

Waterview Drive, London, SE10 0TW, United

Kingdom on Tuesday May 21, 2024 at 10:00

(UK time), 11:00 (Dutch time). Registration is

open from 08:30 (UK time) and 09:30

(Dutchtime).

How to ask a question

Attending in person

There will be a dedicated question point located

in the main auditorium. Ushers will be available

to direct you to the question point and you

willbe directed where to sit ahead of raising

your question.

Attending digitally

Only those shareholders that digitally attend

themeeting via shell.lumiconnect.com/120-066-

131 will be able to participate inthe Question

and Answer session. Speciﬁc details on how to

ask a question will be provided once you have

access to the AGM, on Tuesday May 21, 2024.

Voting

All resolutions for consideration at the AGM

willbe decided by way of a poll rather than

ashow of hands. This means that a shareholder

has one vote for every share held. It reﬂects the

Company’s established practice and ensures

thatshareholders, including shareholders who

are not able to attend the AGM, have their

votestaken into account.

Refreshments

Tea and coffee will be served before the AGM.

How to get there

By public transport

By train, Maze Hill train station is closest to the

meeting location. By tube, North Greenwich

station is closest to the meeting location.

Mainline

From London Bridge or Stratford Station you

cantake the Jubilee Line to Canning Town and

change to the DLR, or take the Jubilee Line to

North Greenwich station. The London Thames

Clipper boats also depart a number of major

piers, including The O2, Greenwich, Canary

Wharf, Tower Bridge, London Bridge,

Embankment and Waterloo regularly.

Parking

There is a car park located at the

InterContinental London – The O2. Please note

that the car park has limited availability. Parking

charges apply and please note that only credit

card payment is accepted. The InterContinental

London – The O2 is located outside of the

London Congestion Charge Zone, but is inside

the Low Emission Zone. There is also limited paid

parking available outside North Greenwhich

tube station.

Shareholders with special needs

There will be an induction loop system at the

meeting for those with hearing difﬁculties.

Persons in wheelchairs should contact a

memberof staff on arrival.

Security

There will be a security check in the reception

area at the venue, and a routine bag search will

be undertaken and all bags must be put in the

cloakroom. You will not be permitted to take

liquids into the venue. Any other items deemed

tobe inappropriate will be removed and stored

until the end of the event. Although unlikely,

bodysearches may also be in operation.

The use of mobile phones, other electrical

equipment and cameras will not be permitted

within the meeting room. We strongly suggest

that you do not bring larger devices, such as

tablets and laptops, as these will be required

tobe stored in the cloakroom.

The safety of those in attendance will always

beprioritised. Therefore, behaviour that may

interfere with anyone’s security or safety or the

good order of the meeting (whether physical,

verbal or otherwise) will not be tolerated.

Anyone who does not comply with what the

Chair considers to be the good order of the

meeting may be removed from the meeting

without warning.

Anyone attempting to take photos, ﬁlm or

recordthe proceedings may be asked to leave.

Your personal data

We process personal data of those attending

theAGM. This includes recording of the

webcasts and interaction with the attendees.

Wehave arranged for photographs to be taken

throughout the premises. These will be held for

no longer than 10 years after the AGM.

For the health, safety and security of all

attending, there are surveillance cameras inside

and outside of the event and our security

personnel will be wearing body cameras.

Yourpersonal data may be disclosed to law

enforcement, government authorities, courts

and/or other relevant third parties for the

purposes of civil or criminal proceedings.

Youcanﬁnd further information about how

theShell group manages your personal

datahere: shell.com/privacy.

Attendance arrangements

26 Shell Notice of Annual General Meeting 2024

Meeting access

To access the meeting:

(a) Visit shell.lumiconnect.com/120-066-131. This can be accessed online using the latest version of Chrome, Firefox and Edge on your PC, laptop,

tablet or smartphone. Please note the internet browsers Safari and Internet explorer are not compatible.

You may be prompted to enter the Meeting ID shown above. You will then be required to enter a login which is your:

(b) Shareholder Reference Number (SRN); and

Your personalised SRN is printed on your form of proxy. If you are unable to access your SRN and PIN, please contact the Company’s registrar,

Equiniti, using the details set out at the bottom of this page.

Duly appointed proxies and corporate representatives:

Following receipt of a valid appointment please contact the Company’s registrar Equiniti by emailing: [email protected]. To avoid any delays

accessing the meeting, contact should be made at least 24 hours prior to the meeting date and time. Mailboxes are monitored 09:00 to 17:00

(UKtime) Monday to Friday (excluding public holidays in England and Wales).

Meeting ID: 120-066-131

If you are unable to access your SRN and PIN, please contact the Company’s registrar Equiniti by emailing:

[email protected]. To avoid any delays accessing the meeting, contact should be made at least 24 hours prior to the meeting date and time.

Mailboxes are monitored 09:00 to 17:00 (UK time) Monday to Friday (excluding public holidays in England andWales).

Requirements

An active internet connection is required at all times in order to participate in the meeting. It is the user’s responsibility to ensure you remain connected

for the duration of the meeting.

Webcast

The live webcast will include the Question and Answer session with digitally attending shareholders. Thewebcast will also be broadcast to interested

parties via the Shell website.

How to join the meeting digitally

27Shell Notice of Annual General Meeting 2024

How to join the meeting digitally continued

Broadcast

If you are viewing the meeting on a mobile device and you

would like to listen to the broadcast, press the broadcast

icon at the bottom of the screen. If you are viewing the

meeting on a computer, the broadcast will appear at

theside automatically once the meeting has started.

Voting

Once the voting has opened at the start of the AGM, the polling

icon will appear on the navigation bar. From here, the resolutions

and voting choices will be displayed.

To vote, simply select your voting direction from the options

shown on screen. A conﬁrmation message will appear to

show your vote has been received. To change your vote,

simply select another direction. Ifyou wish to cancel your

vote,please press Cancel.

Once the Chair has opened voting, you can vote at any time

during the meeting until the Chair closes the voting on the

resolutions. At that point your last choice will be submitted.

You will still be able to send messages and view the webcast

whilst the poll is open.

Questions

Questions for the Board can be submitted to the Board on

theday through the Lumi platform. Questions on the day can

be submitted either as text via the Lumi messaging function

orverbally via the teleconference. Details of how to access

the teleconference will be provided on the day of the AGM

once you are logged into the Lumi platform.

Questions will be moderated before being sent to the Chair.

This is to avoid repetition and ensure the smooth running

ofthe meeting. If multiple questions on the same topic are

received, the Chair may choose to provide a single answer

toaddress shareholder queries on the same topic.

Sustainability at

Shell means providing

more and cleaner

energy solutions in

a responsible manner

Shell’s Sustainability Report focuses on the

key sustainability challenges we face, the

ways we are responding and our social,

safety and environmental performance.