Shell PLC — AGM Information 2017

Nov 22, 2017

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document or the action you should take, you are recommended to seek your own financial advice immediately by consulting your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised independent adviser in the relevant jurisdiction.

If you have sold or otherwise transferred all of your existing holding of Ordinary Shares in Lb-shell plc ("Lbshell"), please forward this Document, together with the accompanying Form of Proxy, as soon as possible to the purchaser or the transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee, except that such documentation should not be sent into a jurisdiction where doing so may constitute a violation of local securities laws or regulations. If you sell or have sold or otherwise transferred part only of your holding of Lb-shell, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected as to the action you should take.

Lb-shell plc (formerly named Intelligent Energy Holdings plc)

(incorporated and registered in England and Wales with registered number 05104429)

Notice of General Meeting (pursuant to section 656 of the Companies Act 2006) to consider serious loss of capital

Your attention is drawn to the letter from the Chairman of Lb-shell, which is set out on pages 5 to 6 of this Document.

Notice of a General Meeting of Lb-shell to be held at 10 a.m. at 1 Park Row, Leeds LS1 5AB on 18 December 2017 is set out at the end of this Document. Lb-shell's Shareholders will find enclosed a Form of Proxy for use in connection with the General Meeting. Whether or not you intend to attend the General Meeting in person, you are requested to complete the Form of Proxy in accordance with the instructions printed on it and return it as soon as possible but, in any event, so as to be received by the Company's Registrar, Equiniti Limited, as soon as possible and, in any event, so as to be received no later than 10 a.m. on 14 December 2017.

A summary of the action to be taken by Lb-shell's Shareholders is set out in the accompanying Notice of General Meeting. The return of the completed Form of Proxy will not prevent you from attending the General Meeting in person if you wish to do so. Further instructions relating to the Form of Proxy are set out in the notice of General Meeting at the end of this document

CONTENTS

INDICATIVE TIMETABLE	3
DEFINITIONS	4
LETTER FROM THE CHAIRMAN OF LB-SHELL PLC	5
NOTICE OF GENERAL MEETING	7

TIMETABLE

Latest time and date for receipt of Forms of Proxy 10 a.m. on 14 December 2017

General Meeting 10 a.m. on 18 December 2017

Notes:

• 1. References to times in this Document are to London time (unless otherwise stated).
• 1. If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement through a Regulatory Information Service.
• 1. The Company's SEDOL code is BNB7LQ3 and ISIN code is GB00BNB7LQ31.

DEFINITIONS

The following definitions apply throughout this Document and in the accompanying Notice of General Meeting and Form of Proxy unless the context requires otherwise:

"Act"	the Companies Act 2006, as amended;
"Board" or "Directors"	the directors of Lb-shell whose names are set out on page 5 of this Document;
"Company" or "Lb-shell"	Lb-shell plc, a company incorporated in England and Wales with registered number 05104429;
"Document" or "Circular"	this Shareholder circular setting out further details of the General Meeting;
"Form of Proxy"	the form of proxy enclosed with this Document for use by Shareholders in connection with the General Meeting;
"Notice of General Meeting"	the notice calling the General Meeting, which is set out at the end of this Document;
"Ordinary Share(s)"	ordinary shares of 5 pence each in the capital of the Company;
"Shareholders"	holders of Ordinary Shares.

Letter from the Chairman of Lb-shell plc

(Incorporated and registered in England and Wales with registered number 05104429)

Directors:	Position:	Registered Office:
Paul Heiden	Non-Executive Chairman	Charnwood Building
Martin Bloom	Chief Executive Officer	Holywell Park
John Maguire	Chief Financial Officer and Company Secretary	Ashby Road
Michael Muller	Senior Independent Non-Executive Director	Loughborough
Dr. Caroline Brown	Independent Non-Executive Director	LE11 3GB
Zarir Cama	Independent Non-Executive Director	United Kingdom
Flavio Guidotti	Non-Executive Director

21 November 2017

To Shareholders and, for information purposes only, to the holders of options over Ordinary Shares

Dear Shareholders,

Notice of General Meeting to consider serious loss of capital

1. INTRODUCTION

I am writing to give you notice of, and to explain the reasons for, the General Meeting to be held on 18 December 2017 to consider the serious loss of capital of the Company. A Form of Proxy accompanies this Document.

2. COMPANY'S POSITION

As shareholders will be aware, the Company announced on 25 October 2017 the sale of its main operating subsidiary, Intelligent Energy Limited, and of the Company's remaining business and assets, to Meditor Energy Limited, resulting in the Company became a non-trading company. The Company subsequently changed its name from Intelligent Energy Holdings plc to Lb-shell plc.

The Board noted in that announcement their view that there was no remaining value in the Company's Ordinary Shares and noted that the Company's limited remaining cash would be used in the orderly winding down or dissolution of the Company.

3. SERIOUS LOSS OF CAPITAL

Upon the completion of the sale to Meditor Energy Limited, the value of the Company's net assets became less than half of its called up share capital.

In a situation where the value of the Company's net assets is less than half of its called up share capital, the Directors are required, under section 656 of the Act, to convene (within the timeframe specified by section 656) a general meeting of the Company for the purpose of allowing shareholders to consider whether any, and if so what, steps should be taken to deal with the situation. The plans for the wind-down or dissolution of the Company necessarily take longer than that s656 timeframe and therefore, as a technical matter, this meeting must be convened. There is no agenda for the meeting other than that set out above. Shareholders should note that no resolutions are being proposed at the General Meeting and that the Form of Proxy is enclosed simply to enable you to be represented at the meeting if you cannot attend in person.

4. ACTION TO BE TAKEN BY SHAREHOLDERS

Whether or not you propose to attend the General Meeting in person, you are entitled to complete the Form of Proxy in accordance with the instructions printed on it and to return it to the Company's registrar Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, by post or by hand (during normal business hours only), as soon as possible and in any event so as to arrive no later than 10 a.m. on 14 December 2017. Alternatively a scanned copy of the proxy card can be emailed to Equiniti at proxy.votes@equiniti.com to arrive no later than 10 a.m. on 14 December 2017. Completion and return of the Form of Proxy will not preclude you from attending the General Meeting in person should you so wish.

Yours faithfully

Paul Heiden Non-Executive Chairman 21 November 2017

NOTICE OF GENERAL MEETING

Lb-shell plc

(a public limited company incorporated and registered in England and Wales with registered number 05104429)

NOTICE OF GENERAL MEETING

Notice is given that a general meeting of Lb-shell plc (the "Company") will be held at 1 Park Row, Leeds LS1 5AB at 10 a.m. on 18 December 2017 for the purpose of considering, in accordance with section 656 of the Companies Act 2006, whether any, and if so what, steps should be taken to deal with the situation that the net assets of the Company are half or less of its called up share capital.

BY ORDER OF THE BOARD:

Registered Office: Charnwood Building Holywell Park Ashby Road Loughborough LE11 3GB United Kingdom

John Maguire

Company Secretary Dated: 21 November 2017

EXPLANATORY NOTES

• 1. The holders of Ordinary Shares in the Company are entitled to attend the General Meeting and are entitled to vote on any matters on which a vote is held. A member entitled to attend and vote may appoint a proxy to exercise all or any of their rights to attend, speak and vote at a general meeting of the Company. Such a member may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to different shares. A proxy need not be a member of the Company.
• 1. A Form of Proxy is enclosed with this notice. To be effective, a Form of Proxy must be completed and returned, together with any power of attorney or authority under which it is completed or a certified copy of such power or authority, so that it is received by the Company's registrar at the address specified on the Form of Proxy not less than 48 hours (excluding any part of a day that is not a working day) before the stated time for holding the meeting. Returning a completed Form of Proxy will not preclude a member from attending the meeting in person.
• 1. Any person to whom this notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a "Nominated Person") may, under an agreement between him and the Shareholder by whom he was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting.
• 1. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he may, under any such agreement, have a right to give instructions to the Shareholder as to the exercise of voting rights. The statement of the rights of Shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described in paragraphs 1 and 2 can only be exercised by Shareholders of the Company.
• 1. To be entitled to attend the General Meeting (and for the purposes of the determination by the Company of the number of votes they may cast on any matters on which a vote is held), members must be entered on the Company's register of members by 6.30 p.m. on 14 December 2017 (or, in the event of an adjournment, 6.30 p.m. on the date which is two days before the time of the

adjourned meeting excluding any part of a day that is not a working day). Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting.

• 1. As at 20 November 2017 (the latest practicable date prior to the printing of this document), the Company's issued share capital consists of 206,239,331 Ordinary Shares of 5 pence each, carrying one vote each.
• 1. Any corporation which 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.
• 1. Any member holding Ordinary Shares attending the meeting has the right to ask questions. The Company must answer any such questions relating to the business being dealt with at the meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
• 1. A copy of this notice, and other information required by section 311A of the Act, can be found at www.lb-shell.com
• 1. You may not use an electronic address provided in either this notice or any related documents (including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.