REG-Due to EY non-compliance with audit partner rotation rules, Shell to update 2023 and 2024 Form 20-Fs; financial statements remain unchanged

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Due to EY non-compliance with audit partner rotation rules, Shell to update
2023 and 2024 Form 20-Fs; financial statements remain unchanged

London, July 2, 2025 – Ernst & Young LLP ("EY") has advised Shell plc that,
for the years ended December 31, 2023 and 2024, EY was not in compliance with
the SEC auditor independence rules. As a result, Shell plc will today file an
amendment to its filed Form 20-Fs for those years with new US audit opinions
issued by EY. The financial statements for 2023 and 2024 remain unchanged. The
EY audit opinions remain unqualified.

Additional notes

On July 1, 2025, EY, Shell plc’s independent registered public accounting
firm, advised the Audit and Risk Committee of the Board that its US opinions
on Shell plc’s previously issued audited consolidated financial statements
and effectiveness of internal control over financial reporting (jointly the
“previously issued financial statements”) for the years ended and as of
December 31, 2023 and 2024 (the “applicable years”), respectively, should
no longer be relied upon. After a review, EY concluded that it was not in
compliance with the SEC’s auditor independence rules for the audits of the
applicable years.

EY has determined that the partner who led the audit for the applicable years
had exceeded the period allowed under SEC audit partner rotation rules and
hence was not eligible to serve as lead engagement partner for those audits. 

EY subsequently assigned a different partner to perform the role of lead audit
partner with respect to the audits and concluded that no changes to the
previously issued financial statements for the applicable years are necessary.
EY has also concluded that the appropriate remediation has been completed, and
it is capable of exercising objective and impartial judgment with respect to
the US audit opinions included in the amended Form 20-Fs for the applicable
years to be filed with the SEC.

The previously issued financial statements as prepared by Shell plc for the
applicable years are unchanged. Shell plc will file amended Form 20-Fs for the
applicable years later today.

Notes to editors 
* SEC refers to the US Securities and Exchange Commission. 
* To reflect the new issuance date of the Consolidated Financial Statements,
consequential updates were included with respect to the going concern period
and the Post balance sheet events note to the Consolidated Financial
Statements. Save for these items, the previously issued financial statements
and other notes have not changed. The EY audit opinions remain unqualified.
* EY also advised the Audit and Risk Committee of the Board that the time
limitations under the UK Financial Reporting Council’s Revised Ethical
Standard regarding rotation of partners had been exceeded. Follow-up is a
matter between EY and the UK Financial Reporting Council.  No amended filings
are required in the UK.
* Ernst & Young LLP is the UK member firm of the EY network.
Enquiries

Shell Media Relations International: +44 20 7934 5550
 US Media Relations: Contact Shell US Media Team
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LEI number of Shell plc: 21380068P1DRHMJ8KU70
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