Shell PLC — Major Shareholding Notification 2023

Nov 3, 2023

6-K 1 f6k_110323.htm FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2023

Commission File Number: 1-32575

Shell plc (Exact name of registrant as specified in its charter)

England and Wales (Jurisdiction of incorporation or organization)

Shell Centre London, SE1 7NA United Kingdom (Address of principal executive office)

________________________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [ X ] Form 40-F [ ]

On November 1, 2023 Shell plc (“Shell") received three notifications from Norges Bank, as set out below:

o Notification 1 – as a result of an acquisition of shares with the percentage of voting rights in Shell exceeding 3% on August 15, 2022;

o Notification 2 – correcting errors in Notification 1; and

o Notification 3 - Norges Bank’s shareholding falling below a notifiable threshold (below 3% of the voting rights in Shell) on October 30, 2023.

Norges Bank have advised Shell that Notifications 1 and 2 were not submitted to Shell in August 2022 as a result of an administrative error by Norges Bank.

Notifications 2 and 3 are set out below:

NOTIFICATION – Threshold crossed in August 2022 (corrected version) TR-1: Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS — 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :		Shell plc
1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
An acquisition or disposal of voting rights				X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) iii :
3. Details of person subject to the notification obligation iv
Name		Norges Bank
City and country of registered office (if applicable)		Oslo, Norway
4. Full name of shareholder(s) (if different from 3.) v
Name		N/A
City and country of registered office (if applicable)		N/A
5. Date on which the threshold was crossed or reached vi :		15 August 2022
6. Date on which issuer notified (DD/MM/YYYY):		1 November 2023
7. Total positions of person(s) subject to the notification obligation
	% of voting rights attached to shares (total of 8. A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)	Total of both in % (8.A + 8.B)	Total number of voting rights of issuer vii
Resulting situation on the date on which threshold was crossed or reached	3.015200 %	0.001990 %	3.017190 %	220,180,863
Position of previous notification (if applicable)	2.993500	0.000430	2.993930

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii
A: Voting rights attached to shares
Class/type of shares ISIN code (if possible)	Number of voting rights ix		% of voting rights
	Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)	Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)	Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)		Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)
GB00BP6MXD84	196654191		2.694800 %
US7802593050	23381414		0.320400 %
SUBTOTAL 8. A	220,035,605		3.015200%
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
Type of financial instrument	Expiration date x	Exercise/ Conversion Period xi	Number of voting rights that may be acquired if the instrument is exercised/converted.		% of voting rights
Shares on loan (right to recall)	n/a	At any time	145258		0.001990
		SUBTOTAL 8. B 1	145258		0.001990%
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
Type of financial instrument	Expiration date x	Exercise/ Conversion Period xi	Physical or cash settlement xii	Number of voting rights	% of voting rights
N/A
			SUBTOTAL 8.B.2

| 9. Information in relation to the person subject to the notification obligation (please

mark the applicable box with an “X”) — Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii			x
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity xiv (please add additional rows as necessary)
Name xv	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional information xvi
Correction of previous notification

Place of completion	Oslo, Norway
Date of completion	1 November 2023 (Norges date from TR1 submission)

NOTIFICATION – Threshold crossed in October 2023

TR-1: Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS — 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :		Shell plc
1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
An acquisition or disposal of voting rights				X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) iii :
3. Details of person subject to the notification obligation iv
Name		Norges Bank
City and country of registered office (if applicable)		Oslo, Norway
4. Full name of shareholder(s) (if different from 3.) v
Name		N/A
City and country of registered office (if applicable)		N/A
5. Date on which the threshold was crossed or reached vi :		30 October 2023
6. Date on which issuer notified (DD/MM/YYYY):		1 November 2023
7. Total positions of person(s) subject to the notification obligation
	% of voting rights attached to shares (total of 8. A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)	Total of both in % (8.A + 8.B)	Total number of voting rights of issuer vii
Resulting situation on the date on which threshold was crossed or reached	2.984360	0.000000	2.984360	197,118,319
Position of previous notification (if applicable)	3.015200	0.001990	3.017190

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii
A: Voting rights attached to shares
Class/type of shares ISIN code (if possible)	Number of voting rights ix		% of voting rights
	Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)	Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)	Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)		Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)
GB00BP6MXD84	195445567		2.959040 %
US7802593050	1672752		0.025320 %
SUBTOTAL 8. A	197,118,319		2.984360%
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
Type of financial instrument	Expiration date x	Exercise/ Conversion Period xi	Number of voting rights that may be acquired if the instrument is exercised/converted.		% of voting rights
N/A
		SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
Type of financial instrument	Expiration date x	Exercise/ Conversion Period xi	Physical or cash settlement xii	Number of voting rights	% of voting rights
N/A
			SUBTOTAL 8.B.2

| 9. Information in relation to the person subject to the notification obligation (please

mark the applicable box with an “X”) — Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii			x
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity xiv (please add additional rows as necessary)
Name xv	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional information xvi

Place of completion	Oslo, Norway
Date of completion	1 November 2023 (Norges date from TR1 submission)

Anthony Clarke

Deputy Company Secretary

Shell plc

LEI Number of Shell plc: 21380068P1DRHMJ8KU70

Classification: Major Shareholding Notifications

This Report on Form 6-K is incorporated by reference into:

(a) the Registration Statement on Form F-3 of Shell plc and Shell International Finance B.V. (Registration Numbers 333-254137 and 333-254137-01); and

(b) the Registration Statements on Form S-8 of Shell plc (Registration Numbers 333-262396 and 333-272192).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Shell plc
	(Registrant)
Date: November 3, 2023	/s/ Anthony Clarke
	Anthony Clarke
	Deputy Company Secretary