Shell PLC — AGM Information 2018

May 8, 2018

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000. If you have recently sold or transferred all of your shares in LB-Shell plc, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

NOTICE OF ANNUAL GENERAL MEETING

LB-SHELL PLC

(Registered in England and Wales with registered number 05104429)

NOTICE IS HEREBY GIVEN THAT the annual general meeting of LB-Shell plc (the "Company") will be held at the offices of Shakespeare Martineau LLP, 6th Floor, 60 Gracechurch Street, London EC3V 0HR, on Thursday 31st May 2018 at 3.00 pm (the "Annual General Meeting"), at which the following resolutions numbered 1-7 shall be proposed as ordinary resolutions:

ORDINARY RESOLUTIONS

• 1. To receive the Company's report and accounts for the 14 month period ended 30 November 2017, the director's report and the report of the independent auditors on those accounts.
• 1. To receive the directors' remuneration report and the report of the independent auditors of the auditable part of the remuneration report, for the 14 month period ended 30 November 2017.
• 1. To appoint Haysmacintyre LLP as auditors of the Company from the conclusion of the Annual General Meeting until the conclusion of the next annual general meeting of the Company at which accounts are laid.
• 1. To authorise the directors to determine the remuneration of the auditors of the Company.
• 1. To reappoint, as a director of the Company, Melissa Sturgess, who retires in accordance with article 96 of the Company's Articles of Association and offers herself for reappointment.
• 1. To reappoint, as a director of the Company, Charles Morgan, who retires in accordance with article 96 of the Company's Articles of Association and offers himself for reappointment.
• 1. To reappoint, as a director of the Company, Michael Langoulant, who retires in accordance with article 96 of the Company's Articles of Association and offers himself for reappointment.

By Order of the Board Registered Office Michael Langoulant Company Secretary 8 th May 2018

6th Floor 60 Gracechurch Street London EC3V 0HR

Registered in England and Wales No 05104429

NOTES TO THE NOTICE OF GENERAL MEETING

1. Resolution 1 – Approval of 2017 Report and Accounts

The directors are required to lay the Company's report and accounts before shareholders in general meeting each year. Resolution 1 seeks approval of those for the 14 month period ended 30 November 2017 and the director's report and the report of the independent auditors on those accounts.

2. Resolution 2 – Approval of Directors' Remuneration Report

The directors' remuneration report is subject to annual advisory by shareholder vote by way of an ordinary resolution. Resolution 2 is to approve the directors' remuneration report as well as the report of the independent auditors on the auditable part of the remuneration report.

3. Resolution 3 – Appointment of new auditors of the Company

The Company is required to appoint an auditor at each general meeting at which accounts are laid before shareholders, to hold office until the next such meeting The directors recommend the appointment of Haysmacintyre LLP as auditors of the Company from the conclusion of the Annual General Meeting until the conclusion of the next annual general meeting of the Company at which accounts are laid.

4. Resolution 4 – Auditor Remuneration

Pursuant to this resolution the directors are seeking authority to determine the remuneration of the auditors.

5. Resolutions 5,6 and 7 – Re-appointment of Directors

Having been appointed to the board since the last Annual General Meeting, each of Melissa Sturgess, Charles Morgan and Michael Langoulant must stand for reappointment under article 96 of the Company's articles of association. Brief details of each of the nominees are:

Melissa Sturgess

Melissa Sturgess holds a BSc and an MBA and has many years of experience as a director of AIM and ASX quoted companies, mainly involved in the acquisition, structuring and financing of natural resources deals across Africa. She was most recently a key driver in the successful recapitalisation of Messaging International plc during 2016 which subsequently changed its name to SigmaRoc Plc, acquired a building materials business via a reverse takeover and raised £50 million from a range of investors in the Channel Islands and the UK.

Charles Morgan

Charles Morgan is a resources and technology venture capitalist who has identified emerging sectors and acquired early stage and strategic positions in a wide range of ventures around the globe. He has a proven track record in identifying early stage commercial opportunities and acting as a corporate catalyst, acquiring strategic assets and positions, partnering with regional and technology experts, securing teams of appropriate executives and funds to build and develop projects and companies.

Mr Morgan started his career in futures broking in London with M.L. Doxford & Co and left to join merchant bank Morgan Grenfell Limited in Sydney, Australia before moving to broking with ANZ McCaughan Dyson Limited in Melbourne and London. He then joined BZW Securities Limited in London before going back to Australia to form Morgan McFarlane a licensed securities dealer which raised equity funds for (mainly) Perth based mining and oil exploration companies.

Mr Morgan is involved in investing in various businesses and start-ups in the UK and San Francisco including Neuro‐Bio Ltd (discoverer of cause and potential drug for Alzheimer's, Parkinson's and Motor Neurone Disease), TGMatrix (shipper and transport matching engine), Brytlyt (GPU based data base analytics), PensionBee (gathering people's various pensions into one), Teamable (social media based employment), Headnote (de‐chequing legal firms in the US) and Intricately (internet node monitoring).

He is currently Chair of both Grand Gulf Energy Limited (ASX:GGE) and Whitebark Energy Ltd (ASX:WBE).

Michael Langoulant

Mr Langoulant is a Chartered Accountant with over 30 years' experience in public company corporate administration and fundraising. After 10 years with large international accounting firms he has acted as chairman, finance director, CFO, company secretary and non-executive director with a number of publicly listed companies. In conjunction with serving in those positions he has managed a corporate secretarial and accounting services business for almost 25 years. He is currently Executive Chairman of White Cliff Minerals Limited (ASX:WCN).

RECOMMENDATION

The board of directors believes that each of the resolutions to be proposed at the Annual General Meeting is in the best interests of the Company and its shareholders as a whole. Accordingly, the directors unanimously recommend that shareholders vote in favour of all of the resolutions proposed, as the directors intend to do in respect of their own beneficial holdings.

EXPLANATORY NOTES

• 1. Only those shareholders registered in the Company's register of members at 6.30 pm on 29 May 2018; or, if this meeting is adjourned, at 6.30 pm on the day two days prior to the adjourned meeting, shall be entitled to attend, speak and vote at the meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the Annual General Meeting. A proxy need not be a shareholder of the Company.
• 1. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. Should you wish to appoint more than one proxy, please return a proxy form in respect of each appointment and indicate on each proxy form that you are submitting more than one proxy form and the number of shares in respect of which each proxy is authorised to vote.
• 1. A corporation which is a shareholder may appoint one or more corporate representatives who have one vote each on a show of hands and otherwise may exercise on behalf of the shareholder all of its powers as a shareholder provided that they do not do so in different ways in respect of the same shares.
• 1. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. The vote of the senior holder 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 Company's register of members in respect of the joint shareholding.
• 1. To be valid, the proxy form and the power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be lodged at the offices of the Company's registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by hand, or sent by post, so as to be received not less than 48 hours (excluding any part of a day which is not a working day) before the time fixed for the holding of the Annual General Meeting or any adjournment thereof (as the case may be).
• 1. The completion and return of a proxy form will not preclude a member from attending in person at the meeting and voting should he wish to do so.
• 1. Information regarding the meeting, including the information required by section 311A of the Companies Act 2006, can be found at www.lb-shell.com.
• 1. As at 5pm on 8 May 2018, which is the latest practicable date before publication of this notice, the Company's issued share capital comprised 206,239,331 ordinary shares of £0.05 each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 3pm on 31 May 2018 is 206,239,331.
• 1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a 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.
• 1. For a proxy appointment or instructions 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 ("EUI") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is 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 Equiniti (ID:RA19) no later than 48 hours before the Annual General Meeting, or, in the event of an adjournment of the meeting, 48 hours before the adjourned meeting. 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 issuer's agent 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.
• 1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular message. 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/her 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 connection, 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.

1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

LB-SHELL PLC

(the "Company")

FORM OF PROXY

For use by shareholders at the Annual General Meeting of the Company to be held at the offices of Shakespeare Martineau LLP, 6th Floor, 60 Gracechurch Street, London EC3V 0HR, on Thursday 31st May 2018 at 3.00 pm (the "Annual General Meeting")

I/We ……………………………………………………………………………………………………….……........................................ of ……………………………………………………………………………………………................................................................... being a member of the Company, hereby appoint ……………..…………….…..………………………………..(note 2) or failing him/her, the Chairman of the Meeting, as my/our proxy to attend, speak and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 3.00 pm on Thursday 31st May 2018 and at any adjournment thereof.

Enter the number of shares in relation to which your proxy is authorised, or leave the box blank if you authorise your proxy to act in relation to your full voting entitlement.

Please indicate by ticking this box if this is one or more than one appointments of a proxy in respect of your holding (note 3):

Please indicate with an "X" in the appropriate space how you wish your votes to be cast. If you wish to abstain from voting on any resolution, please indicate this with an "X" in the vote withheld box opposite that resolution. To the extent this form is returned without an indication as to how the proxy is to vote the proxy will vote or abstain from voting at his discretion.

	Ordinary Resolutions	For	Against	Withheld
1	To receive the Company's report and accounts for the 14 month period ended 30 November 2017, the director's report and the report of the independent auditors on those accounts
2	To receive the directors' remuneration report and the report of the independent auditors of the auditable part of the remuneration report, for the 14 month period ended 30 November 2017
3	To appoint Haysmacintyre LLP as auditors of the Company from the conclusion of the Annual General Meeting until the conclusion of the next annual general meeting of the Company at which accounts are laid
4	To authorise the directors to determine the remuneration of the auditors of the Company
5	To reappoint Melissa Sturgess as a director of the Company
6	To reappoint Charles Morgan as a director of the Company
7	To reappoint Michael Langoulant as a director of the Company

Date ………………………………………. Signature ……………………………………….………………

Notes

• 1. Only those shareholders registered in the Company's register of members at 6.30 pm on 29 May 2018; or, if this meeting is adjourned, at 6.30 pm on the day two days prior to the adjourned meeting, shall be entitled to attend, speak and vote at the meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the Annual General Meeting. A proxy need not be a shareholder of the Company.
• 1. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. Should you wish to appoint more than one proxy, please return a proxy form in respect of each appointment and indicate on each proxy form that you are submitting more than one proxy form and the number of shares in respect of which each proxy is authorised to vote.
• 1. In the case of a corporation this proxy must be given under its common seal or signed on its behalf by a duly authorised officer or an attorney.
• 1. To be valid, the proxy form and the power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be lodged at the offices of the Company's registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by hand, or sent by post, so as to be received not less than 48 hours (excluding any part of a day which is not a working day) before the time fixed for the holding of the Annual General Meeting or any adjournment thereof (as the case may be).
• 1. To direct your proxy how to vote on the resolutions mark the appropriate box with an "X". To abstain from voting on a resolution, select the relevant "withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
• 1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a 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.
• 1. For a proxy appointment or instructions 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 ("EUI") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is 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 Equiniti (ID:RA19) no later than 48 hours before the Annual General Meeting, or, in the event of an adjournment of the meeting, 48 hours before the adjourned meeting. 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 issuer's agent 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.
• 1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular message. 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/her 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 connection, 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.
• 1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.