AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Shell PLC

Proxy Solicitation & Information Statement Apr 20, 2022

5307_agm-r_2022-04-20_4a78dbe3-94a9-41e9-a6aa-c0991307badd.pdf

Proxy Solicitation & Information Statement

Open in Viewer

Opens in native device viewer

Proxy Form

1 Appointment of proxy

Please strike out "the Chair of the AGM" if you wish to appoint another person, writing his or her name in the space provided.

2 Rights of proxy

If you appoint a proxy, he or she may attend the meeting, speak and vote on a poll or a show of hands. A proxy need not also be a shareholder. In the absence of instructions in respect of any resolution, the proxy may vote (or abstain from voting) as he or she thinks fit on that resolution and may vote (or abstain from voting) as he or she thinks fit on any other business which may properly come before the meeting.

3 Voting entitlement

This Proxy Form represents all ordinary shares in the Company which are registered in your name at the same address. If you leave the box next to the proxy holder's name blank, your proxy will be authorised to exercise your voting entitlement in respect of all ordinary shares in the Company which are registered in your name at the same address.

4 Partial voting

If you wish to appoint a proxy and the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be authorised to exercise your voting entitlement in respect of all ordinary shares in the Company which are registered in your name at the same address.

5 Appointment of more than one proxy

To appoint more than one proxy, (an) additional Proxy Form(s) may be obtained by contacting the Registrar on 0800 169 1679 or +44 (0)121 415 7073 or you may photocopy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and returned together to the Registrar in the prepaid envelope provided.

© 2019 Friend Studio Ltd File name: Proxy_Card_Yellow_2022_v22 Modification Date: 8 April 2022 3:19 pm

6 Validity

The Proxy Form(s) must be signed and dated by the appointer or appointer's attorney and, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must reach the Registrar no later than the deadline referred to overleaf. Where the appointer is a corporation, this Proxy Form must be under seal or under the hand of an officer or attorney duly authorised. If your Proxy Form arrives late or unsigned, it will not be valid and will not replace any earlier Proxy Form received.

7 Joint shareholders

In the case of joint holders, the vote of the senior shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority is determined by the order in which the names stand in the register of members in respect of such joint holding. Further information is given in the Notice of Annual General Meeting.

8 Record date

Entitlement to attend and vote at the meeting or any adjourned meeting, and the number of votes a shareholder, or his or her proxy, can cast, will be determined by reference to the shareholder register at 18:30 (UK time), 19:30 (Dutch time) on Friday May 20 2022 or, if the meeting is adjourned, 18:30 (UK time), 19:30 (Dutch time), two working days before the date of the adjourned meeting.

9 Vote withheld

The "vote withheld" option is provided to enable you to abstain on any particular resolution. However, it should be noted that a "vote withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "for" and "against" a resolution.

10 Enquiries

If you have any questions about how to complete this Proxy Form, please telephone our Registrar, Equiniti, on 0800 169 1679 or +44 (0)121 415 7073. Lines are open 08:30–17:30 (UK time), 09:30–18:30 (Dutch time) Monday to Friday.

Proxy_Card_Yellow_2022_v22.indd 1 08/04/2022 15:19

Annual General Meeting

The Annual General Meeting ("AGM") of Shell plc is currently scheduled to be held at Central Hall Westminster, Storey's Gate, Westminster, London, SW1H 9NH, United Kingdom at 10:00 (UK time) on Tuesday May 24 2022. If you wish to attend the AGM in person, please bring this Admittance Card and keep it with you throughout the meeting.

Appointment of a proxy

You can appoint a proxy to attend, speak and vote on your behalf. If you wish to appoint a proxy, please complete the attached Proxy Form and return it in the enclosed envelope by the time specified on the form. You can also vote or appoint a proxy online (see overleaf for more information).

Webcast

Our webcast will be broadcast live at 10:00 (UK time), 11:00 (Dutch time) on Tuesday May 24, 2022 – the day of the AGM. Shareholders who wish to simply watch the webcast should log on to www.shell.com/AGM/webcast and follow the online instructions. Shareholders that want to vote or ask questions at the meeting, should access the virtual meeting. Details on each option can be found on pages 20 and 23 of the Notice of AGM.

VOTE ONLINE www.sharevote.co.uk

We strongly recommend you vote online or appoint a proxy in advance of the meeting.

You will need your Voting ID, Task ID and Shareholder Reference Number, which are shown on the attached Proxy Form. Your votes or appointment must be registered by no later than 10:00 (UK time), 11:00 (Dutch time) on Friday May 20, 2022.

Annual General Meeting

1 AGM Attendance

At the time of the publication of this Proxy Form, it is anticipated that the AGM will proceed as a hybrid meeting. Shareholders will be able to join and participate in the AGM in person (to the extent this remains possible in accordance with government guidance, which may change after the publication of this form) or by attending and participating in the webcast ("virtually attending"). For those attending in person, with safety as our priority, we respectfully ask shareholders to take a lateral flow test on the morning of the AGM before they leave their home. In addition, within the AGM venue we will be asking shareholders to wear a face mask/covering for the duration of the event. These will be provided to shareholders that arrive without one.

2 Voting arrangements

It is intended that all the resolutions voted upon at the meeting will be subject to a poll (rather than a show of hands) which means that a shareholder has one vote for every share held. The voting procedure will be explained at the meeting.

3 Voting or appointing a proxy online

You can vote your shares or appoint a proxy online by logging onto www.sharevote.co.uk. You will need your Voting ID, Task ID and Shareholder Reference Number, which are shown on the attached Proxy Form. Your votes or appointment must be registered by no later than 10:00 (UK time), 11:00 (Dutch time) on Friday May 20, 2022.

Shell plc Registered in England and Wales, Company number 4366849 Registered office: Shell Centre, London, SE1 7NA, United Kingdom

© 2019 Friend Studio Ltd File name: Proxy_Card_Yellow_2022_v22 Modification Date: 8 April 2022 3:19 pm

4 CREST electronic proxy appointment service

If you are a user of the CREST system (including a CREST personal member), you may appoint one or more proxies or give an instruction to a proxy via CREST.

5 Security

We will comply with all British Government measures relating to and/or restricting physical attendance. There will be a security check in the reception area at the venue, and a routine bag search will be undertaken. 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 electrical equipment and cameras will not be permitted during the AGM.

6 Further information

Further information about the AGM is given in the Notice of Annual General Meeting. Please also register to receive AGM information in the "Keep up to date with Shell" section of our website at www.shell.com/investor.

+ Proxy Form

+ Voting ID Task ID Shareholder Reference Number (SRN)

You may appoint a proxy to attend, speak and vote on your behalf at the Annual General Meeting ("AGM"). If you wish to appoint a proxy, please read the notes overleaf and complete and return this Proxy Form in the enclosed prepaid envelope to be received no later than 10:00 (UK time), 11:00 (Dutch time) on Friday May 20, 2022. If you appoint a proxy, you may still attend, speak and vote at the meeting.

I/We, the undersigned, hereby appoint the Chair of the AGM or the person named in the box below (see Notes 1 and 2 overleaf) as my/our proxy to attend, speak and vote on my/our behalf at the AGM of Shell plc (the "Company") currently scheduled to be held on Tuesday May 24, 2022, and at any adjournment or postponement of that meeting. I/we would like my/our proxy to vote on the resolutions according to the way I/we have completed this form.

Please mark this box if this proxy appointment is one of multiple appointments being made (see Note 5 overleaf).

Date Signed

Proxy_Card_Yellow_2022_v22.indd 2 08/04/2022 15:19

x Please mark with an in the boxes below for each resolution. If you do not complete the boxes below or do not otherwise instruct your proxy, your proxy can decide whether, and how, to vote.

Your Directors unanimously recommend that you vote FOR Resolutions 1 to 20 and AGAINST Resolution 21. Further information is given in the Notice of Annual General Meeting.

For Against Withheld For1 Receipt of Annual Report & Accounts 2 Approval of Directors' Remuneration Report 3 Appointment of Sinead Gorman as a Director of the Company Reappointment of the following as a Director of the Company: 4 Ben van Beurden 5 Dick Boer 6 Neil Carson 7 Ann Godbehere 8 Euleen Goh 9 Jane Holl Lute 10 Catherine Hughes 11 Martina Hund-Mejean 12 Sir Andrew Mackenzie 13 Abraham (Bram) Schot 14 Reappointment of Auditors 15 Remuneration of Auditors 16 Authority to allot shares 17 Disapplication of pre-emption rights 18 Authority to make on market purchases of own shares 19 Authority to make off market purchases of own shares 20 Shell's Energy Transition progress update Shareholder resolution 21 Shareholder resolution

0001-0626 (See notes overleaf)

Against

Withheld

See Note 4 overleaf

Talk to a Data Expert

Have a question? We'll get back to you promptly.