Proxy Solicitation & Information Statement • Apr 18, 2023
Proxy Solicitation & Information Statement
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You may appoint a proxy to attend, speak and vote on your behalf at the Shell plc Annual General Meeting ("AGM"), to be held at ExCel London, 1 Western Gateway, Royal Victoria Dock, London, E16 1XL at 10:00 (UK time) on Tuesday May 23, 2023. If you wish to appoint a proxy, please read the notes below and complete and return the Proxy Form in the enclosed prepaid envelope to be received no later than 10:00 (UK time), 11:00 (Dutch time) on Friday May 19, 2023. If you appoint a proxy, you may still attend, speak and vote at the meeting.
Please strike out "the Chair of the AGM" if you wish to appoint another person, writing his or her name in the space provided.
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.
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.
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 +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 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.
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.
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.
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 19, 2023 or, if the meeting is adjourned, 18:30 (UK time), 19:30 (Dutch time), two working days before the date of the adjourned meeting.
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 Proxy 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 ExCel London, 1 Western Gateway, Royal Victoria Dock, London, E16 1XL, United Kingdom at 10:00 (UK time) on Tuesday May 23 2023. If you wish to attend the AGM in person, please bring this Admittance Card and keep it with you throughout the meeting.
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).
Our webcast will be broadcast live at 10:00 (UK time), 11:00 (Dutch time) on Tuesday May 23, 2023 – 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 25 to 31 of the Notice of AGM.
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 19, 2023.
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 or by attending and participating in the webcast ("virtually attending").
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 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 19, 2023.
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.
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.
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.
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.
carbon footprint
INV4178221
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+ 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 Proxy Form below. You can also vote online: to register, please visit www.sharevote.co.uk, use the voting reference numbers noted below and follow the on-line instructions.
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") to be held on Tuesday May 23, 2023, 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.
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 25 and AGAINST Resolution 26. Further information is given in the Notice of Annual General Meeting.
| Withheld Against For |
Withheld Against For |
|
|---|---|---|
| 1 Annual Report & Accounts be received | 13 Catherine Hughes | |
| 2 Approval of Directors' Remuneration Policy | 14 Sir Andrew Mackenzie | |
| 3 Approval of Directors' Remuneration Report | 15 Abraham (Bram) Schot | |
| Appointment of the following as a Director of the Company: | 16 Reappointment of Auditors | |
| 4 Wael Sawan | 17 Remuneration of Auditors | |
| 5 Cyrus Taraporevala | 18 Authority to allot shares | |
| 6 Sir Charles Roxburgh | 19 Disapplication of pre-emption rights | |
| 7 Leena Srivastava | 20 Authority to make on market purchases of own shares | |
| Reappointment of the following as Director of the Company: | 21 Authority to make off market purchases of own shares | |
| 8 Sinead Gorman | 22 Authority to make certain donations/incur expenditure | |
| 9 Dick Boer | 23 Adoption of new Articles of Association | |
| 10 Neil Carson | 24 Approval of Shell's Share Plan ('Plan') rules and | |
| 11 Ann Godbehere | authority to adopt schedules to the Plan | |
| 12 Jane Holl Lute | 25 Approve Shell's Energy Transition Progress | |
| Shareholder resolution 26 Shareholder resolution |
0001-0634 (See notes overleaf)
See Note 4 overleaf
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