Proxy Solicitation & Information Statement • Apr 17, 2024
Proxy Solicitation & Information Statement
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You may instruct Equiniti Corporate Nominees Limited ("ECNL") to either vote in the way you specify below or to appoint a proxy to attend, speak and vote on your behalf at the Shell plc Annual General Meeting ("AGM"), to be held at the InterContinental London – The O2, 1 Waterview Drive, Greenwich Peninsula, London SE10 0TW, United Kingdom at 10:00 (UK time) on Tuesday May 21, 2024. If you wish to give such an instruction, please read the notes below and complete and return the form in the enclosed prepaid envelope to be received no later than 10:00 (UK time), 11:00 (Dutch time) on Friday May 17, 2024. If you give such an instruction, you may still attend, speak and vote at the meeting.
This Voting Instruction Form is for use only by participants in the Shell Corporate Nominee who hold shares in Shell plc registered in the name of ECNL.
If you appoint a proxy, he or she may attend the meeting, speak and vote on a poll or 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.
This Voting Instruction Form represents all ordinary shares held on your behalf by the Shell Corporate Nominee. 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 held on your behalf by the Shell Corporate Nominee.
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 held on your behalf by the Shell Corporate Nominee.
To appoint more than one proxy, (an) additional Voting Instruction Form(s) may be obtained by
contacting the Registrar on +44 (0)800 169 1679 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 he or she is 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.
The Voting Instruction Form must be signed and dated by the appointer or the 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 be returned in the prepaid envelope provided to the Registrar no later than the deadline referred to overleaf. Where the appointer is a corporation, this Voting Instruction Form must be under seal or under the hand of an officer or attorney duly authorised. If your form arrives late or unsigned it will not be valid and will not replace any earlier Voting Instruction Form we have received.
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 respect of such joint holding. Further information is given in the Notice of Annual General Meeting.
In the absence of instructions to ECNL or absence of appointment of a proxy, no vote will be cast in respect of the shares held on your behalf unless you attend and vote at the meeting yourself.
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.
If you have any questions about how to complete this Voting Instruction Form, please telephone our Registrar, Equiniti, on +44 (0)800 169 1679. Lines are open 08:30-17:30 (UK time), 09:30-18:30 (Dutch time), Monday to Friday.
The Annual General Meeting ("AGM") of Shell plc 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) on Tuesday May 21, 2024. If you wish to attend the AGM in person, please bring this Admittance Card and keep it with you throughout the meeting.
You can choose to instruct Equiniti Corporate Nominees Limited ("ECNL") to vote in the way you specify or instruct them to appoint a proxy to attend, speak and vote on your behalf. If you wish to give such an instruction, please complete the attached Voting Instruction 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).
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 on each option can be found on pages 22 to 27 of the Notice of AGM. (See notes overleaf.)
You will need your Voting ID, Task ID and Shareholder Reference Number, which are shown on the attached Voting Instruction Form. Your votes or appointment must be registered by no later than 10:00 (UK time), 11:00 (Dutch time) on Friday May 17, 2024.
At the time of the publication of this Voting Instruction Form, it is anticipated that the AGM will proceed as a hybrid meeting. Shareholders will be able to join, and participate in the meeting, in person or by attending and participating in the digital meeting ("digitally attending").
The Voting Instruction Form is for use only by participants in the Shell Corporate Nominee who hold shares in Shell plc registered in the name of ECNL.
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.
You can vote your shares or appoint a proxy online by logging on to sharevote.co.uk. You will need your Voting ID, Task ID and Shareholder Reference Number, which are shown on the attached Voting Instruction Form. Your votes or appointment must be registered by no later than 10:00 (UK time), 11:00 (Dutch time) on Friday May 17, 2024.
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 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.
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 may be removed from the meeting without warning. Anyone attempting to take photos, film or record the proceedings may be asked to leave.
Further information about the AGM is given in the Notice of Annual General Meeting. 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.
+ Voting ID Task ID Shareholder Reference Number (SRN)
We are writing to you further to your request for a hard copy voting form. Please read the instructions and notes overleaf before completing the Voting Instruction Form below. You can also vote online: to register, please visit sharevote.co.uk, use the voting reference numbers noted below and follow the on-line instructions.
At the AGM of Shell plc (the "Company") to be held on Tuesday May 21, 2024, and at any adjournment or postponement of that meeting, I/we hereby direct Equiniti Corporate Nominees Limited ("ECNL") to either cast the votes relating to the shares in the Company held on my/our behalf in the Shell Corporate Nominee as shown below or appoint the person named in the box below as my/our proxy to attend, speak and vote on my/our behalf (see Note 2 overleaf).
Please mark this box if this proxy appoint is one of multiple appointments being made (see Note 5 overleaf).
Date Signed
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. x
Your Directors unanimously recommend that you vote FOR Resolutions 1 to 22 and AGAINST Resolution 23. Further information is given in the Notice of Annual General Meeting.
| Withheld Against For |
||
|---|---|---|
| 1 Annual Report & Accounts be received | 15 Reappointment of Auditors | |
| 2 Approval of Directors' Remuneration Report | 16 Remuneration of Auditors | |
| 17 Authority to allot shares | ||
| Reappointment of the following as a Director of the Company: | 18 Disapplication of pre-emption rights | |
| 3 Dick Boer | 19 Authority to make on market purchases of own shares | |
| 4 Neil Carson | 20 Authority to make off market purchases of own shares | |
| 5 Ann Godbehere | 21 Authority to make certain donations/incur expenditure | |
| 6 Sinead Gorman | 22 Approve Shell's Energy Transition Strategy 2024 | |
| 7 Jane Holl Lute | ||
| 8 Catherine Hughes | Shareholder resolution | |
| 9 Sir Andrew Mackenzie | 23 Shareholder resolution | |
| 10 Sir Charles Roxburgh | ||
| 11 Wael Sawan | ||
| 12 Abraham (Bram) Schot | ||
| 13 Leena Srivastava | ||
| 14 Cyrus Taraporevala | ||
For Against Withheld
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