REG-Shell announces agreement to acquire Canadian energy company, ARC Resources Ltd (“ARC”).

ShellAnnouncement

27/04/2026 13:00

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Shell announces agreement to acquire Canadian energy company, ARC Resources
Ltd (“ARC”).
* Acquisition accelerates Shell’s strategy by adding 370 kboe/d(1)
immediately across liquids and gas leading to a 4% production CAGR(2) through
to 2030, compared to 2025.
* Increases Shell’s exposure to long-duration, low-cost and top quartile low
carbon intensity shale gas and liquids production in Canada’s Montney basin,
delivering value for decades.
* Transaction expected to generate double digit returns, bolstering long-term
cashflows, and is accretive to free cash flow per share from 2027 onwards.
London, United Kingdom; Calgary, Canada; April 27, 2026

Shell plc (LSE, NYSE: Shel, Euronext: Shell) has entered into a definitive
agreement to acquire ARC Resources Ltd. (TSX: ARX), an energy company focused
on the Montney shale basin in British Columbia and Alberta, Canada.

“ARC is a high-quality, low-cost and top quartile low carbon intensity
producer operating in the Montney shale basin that complements our existing
footprint in Canada and strengthens our resource base for decades to come. We
are accessing uniquely positioned assets and welcoming colleagues that bring
deep expertise which, combined with Shell’s strong basin level performance,
provides a compelling proposition for shareholders.” said Shell’s chief
executive officer, Wael Sawan. “This establishes Canada as a heartland for
Shell while furthering our strategy to deliver more value with less
emissions.”

“This combination is a great opportunity for ARC to realise value for our
shareholders and continue to benefit from Shell’s success in the future. ARC
is combining with a company that has a global portfolio of best-in-class
assets,” said ARC president and CEO, Terry Anderson. “I’m excited that
ARC’s assets and world class people will play an important role in helping
Shell to further strengthen Canada’s resource landscape whilst also
providing the secure energy that the world needs.”

This acquisition increases Shell’s production CAGR from 1% as outlined at
our 2025 Capital Market’s Day to 4%(3), compared to 2025, and supports
Shell’s aim to sustain material liquids production of ~1.4 million barrels
per day towards 2030 and beyond. The transaction combines ARC’s more than
1.5 million net acres with Shell’s ~440 thousand net acres in the Montney
formation and adds ~2 billion barrels of oil equivalent proved plus probable
reserves at the end of 2025(4). Last year, ~40 per cent of ARC’s production
was liquids, which accounted for ~70 per cent of its revenues. In addition,
ARC’s proved plus probable gas reserves have the potential to support
Shell’s growth in LNG in Canada.

Under the terms of the agreement, ARC’s shareholders will receive CAD 8.20
in cash and 0.40247 ordinary shares of Shell for each ARC share, representing
approximately 25% cash and 75% shares as of the 24th April 2026 market
closing. Based on Shell’s closing share price on this date of GBP 33.08 and
GBP:CAD exchange ratio of 1.8480, this translates to a consideration of CAD
32.80 per share, which represents a 20 per cent premium to ARC’s 30-day(5)
VWAP. This equates to an equity value of approximately US$13.6 billion. Shell
will take on approximately US$2.8 billion in net debt and leases resulting in
an enterprise value of approximately US$16.4 billion. The equity value of
US$13.6 billion will be funded via US$3.4 billion in cash and US$10.2 billion
in Shell shares, the latter valued based on Shell’s closing price on the
24th April and the issuance of approximately 228 million ordinary shares.

The boards of both companies have unanimously supported the transaction, which
is expected to close in the second half of 2026, subject to ARC shareholder,
court and regulatory approvals.

Notes to Editors
* Last year, ARC reported production of 374 thousand barrels of oil equivalent
per day (before royalty burdens). Its operations are situated in the same
region as Shell’s existing Groundbirch asset in British Columbia and Gold
Creek project in neighbouring Alberta.
* Shell’s Groundbirch assets supply gas to the LNG Canada liquefaction plant
(Shell share 40 per cent) and the domestic gas market. ARC’s business will
therefore also be reported as part of Shell’s leading Integrated Gas
division.
* The agreement grows Shell’s producing interests in Canada and complements
Shell’s existing LNG footprint and extensive downstream businesses including
refining, chemicals, fuel retail, aviation, lubricants and low-carbon
solutions.
* Shell’s 2030 climate-related targets and ambition remain unchanged.
 Financial Framework
* Shell expects to absorb the additional organic cash capital expenditure
within its existing Cash Capex ceiling, post 2026. The cash capex range for
2027 to 2028 will remain unchanged at $20–22 billion.
* The transaction is expected to bring annualised synergies of around $250
million within a year of closing.
* Our shareholder distribution policy remains unchanged, with distributions of
40-50% of CFFO through the cycle via our 4% progressive annual dividend growth
and buybacks.
* The next tranche of buybacks will be announced with the Q1 results
announcement, subject to board approval.
* Shell aims to maintain a strong investment grade credit rating through the
cycle.
 Conference Call
* Wael Sawan (CEO, Shell plc) and Sinead Gorman (CFO, Shell plc) will host a
Q&A session on Tuesday 28th April 2026 which will begin at 2:30pm BST (3:30pm
CEST, 9:30am EST, 7:30am MST) and last for one hour.
* You can access the webcast via the link on our website
www.shell.com/investors.
 Advisors
* Goldman Sachs International is acting as exclusive financial advisor to
Shell.
* RBC Capital Markets is acting as exclusive financial advisor to ARC.
(1) Production post royalty burden.
(2) CAGR is compound annual growth rate.
(3) CMD’25 production growth of 1% CAGR from 2024 to 2030 increases to 3%.
(4) See cautionary note and ARC’s 2025 Annual Information Form for further
information.
(5) ARC 30D VWAP CAD 27.42. Assuming ARC’s diluted share count of
approximately 566 million shares.

Cautionary Note

The companies in which Shell plc directly and indirectly owns investments are
separate legal entities. In this announcement “Shell”, “Shell Group”
and “Group” are sometimes used for convenience to reference Shell plc and
its subsidiaries in general. Likewise, the words “we”, “us” and
“our” are also used to refer to Shell plc and its subsidiaries in general
or to those who work for them. These terms are also used where no useful
purpose is served by identifying the particular entity or entities.
‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell companies”
as used in this announcement refer to entities over which Shell plc either
directly or indirectly has control. The terms “joint venture”, “joint
operations”, “joint arrangements”, and “associates” may also be used
to refer to a commercial arrangement in which Shell has a direct or indirect
ownership interest with one or more parties.  The term “Shell interest”
is used for convenience to indicate the direct and/or indirect ownership
interest held by Shell in an entity or unincorporated joint arrangement, after
exclusion of all third-party interest. 

Forward-Looking statements

This announcement contains forward-looking statements (within the meaning of
the U.S. Private Securities Litigation Reform Act of 1995) concerning the
financial condition, results of operations and businesses of Shell. All
statements other than statements of historical fact are, or may be deemed to
be, forward-looking statements. Forward-looking statements are statements of
future expectations that are based on management’s current expectations and
assumptions and involve known and unknown risks and uncertainties that could
cause actual results, performance or events to differ materially from those
expressed or implied in these statements. Forward-looking statements include,
among other things, statements concerning the potential exposure of Shell to
market risks and statements expressing management’s expectations, beliefs,
estimates, forecasts, projections and assumptions. These forward-looking
statements are identified by their use of terms and phrases such as “aim”;
“ambition”; ‘‘anticipate’’; “aspire”, “aspiration”,
‘‘believe’’; “commit”; “commitment”; ‘‘could’’;
“desire”; ‘‘estimate’’; ‘‘expect’’; ‘‘goals’’;
‘‘intend’’; ‘‘may’’; “milestones”; ‘‘objectives’’;
‘‘outlook’’; ‘‘plan’’; ‘‘probably’’;
‘‘project’’; ‘‘risks’’; “schedule”; ‘‘seek’’;
‘‘should’’; ‘‘target’’; “vision”; ‘‘will’’;
“would” and similar terms and phrases. There are a number of factors that
could affect the future operations of Shell and could cause those results to
differ materially from those expressed in the forward-looking statements
included in this announcement , including (without limitation): (a) price
fluctuations in crude oil and natural gas; (b) changes in demand for Shell’s
products; (c) currency fluctuations; (d) drilling and production results; (e)
reserves estimates; (f) loss of market share and industry competition; (g)
environmental and physical risks, including climate change; (h) risks
associated with the identification of suitable potential acquisition
properties and targets, and successful negotiation and completion of such
transactions; (i) the risk of doing business in developing countries and
countries subject to international sanctions; (j) legislative, judicial,
fiscal and regulatory developments including tariffs and regulatory measures
addressing climate change; (k) economic and financial market conditions in
various countries and regions; (l) political risks, including the risks of
expropriation and renegotiation of the terms of contracts with governmental
entities, delays or advancements in the approval of projects and delays in the
reimbursement for shared costs; (m) risks associated with the impact of
pandemics, regional conflicts, such as the Russia-Ukraine war and the conflict
in the Middle East, and a significant cyber security, data privacy or IT
incident; (n) the pace of the energy transition; and (o) changes in trading
conditions. No assurance is provided that future dividend payments will match
or exceed previous dividend payments. All forward-looking statements contained
in this announcement are expressly qualified in their entirety by the
cautionary statements contained or referred to in this section. Readers should
not place undue reliance on forward-looking statements. Additional risk
factors that may affect future results are contained in Shell plc’s Form
20-F for the year ended December 31, 2025 (available at
www.shell.com/investors/news-and-filings/sec-filings.html and www.sec.gov).
These risk factors also expressly qualify all forward-looking statements
contained in this announcement and should be considered by the reader.  Each
forward-looking statement speaks only as of the date of this announcement,
April 27, 2026. Neither Shell plc nor any of its subsidiaries undertake any
obligation to publicly update or revise any forward-looking statement as a
result of new information, future events or other information. In light of
these risks, results could differ materially from those stated, implied or
inferred from the forward-looking statements contained in this announcement.

Reserve Information

The reserve information for ARC in this announcement is based on information
provided in ARC’s 2025 Annual Information Form and prepared in accordance
with National Instrument 51-101 – "Standards of Disclosure of Oil and Gas
Activities" ("NI 51-101"), which prescribes the standards for the preparation
and disclosure of reserves and related information for companies listed in
Canada.  Shell’s reserve information provided in its 2025 Annual Report on
Form 20-F and Annual Reports and Accounts is prepared in accordance with the
United States Financial Accounting Standards Board Topic 932 – "Extractive
Activities – Oil and Gas". There are significant differences in the type of
volumes disclosed and the basis from which the volumes are economically
determined under the United States Securities and Exchange Commission ("SEC")
requirements and NI 51-101. For example, the SEC requires disclosure using
12-month average prices and current costs; whereas NI 51-101 requires using
forecast pricing and costs. Therefore, the difference between the reported
numbers under the two disclosure standards can be material.

Shell’s net carbon intensity

Also, in this announcement we may refer to Shell’s “net carbon
intensity” (NCI), which includes Shell’s carbon emissions from the
production of our energy products, our suppliers’ carbon emissions in
supplying energy for that production and our customers’ carbon emissions
associated with their use of the energy products we sell. Shell’s NCI also
includes the emissions associated with the production and use of energy
products produced by others which Shell purchases for resale. Shell only
controls its own emissions. The use of the terms Shell’s “net carbon
intensity” or NCI is for convenience only and not intended to suggest these
emissions are those of Shell plc or its subsidiaries. 
  
Shell’s net-zero emissions target

Shell’s operating plan and outlook are forecasted for a three-year period
and ten-year period, respectively, and are updated every year. They reflect
the current economic environment and what we can reasonably expect to see over
the next three and ten years. Accordingly, the outlook reflects our combined
Scope 1 and 2 target, NCI target and our oil products ambition over the next
ten years. However, Shell’s operating plan and outlook cannot reflect our
2050 net-zero emissions target, as this target is outside our planning period.
Such future operating plans and outlooks could include changes to our
portfolio, efficiency improvements and the use of carbon capture and storage
and carbon credits. In the future, as society moves towards net-zero
emissions, we expect Shell’s operating plans and outlooks to reflect this
movement. However, if society is not net zero in 2050, as of today, there
would be significant risk that Shell may not meet this target. 

Forward-Looking non-GAAP measures

This announcement may contain certain forward-looking non-GAAP measures such
as free cash flow and normalised Free Cash Flow. We are unable to provide a
reconciliation of these forward-looking non-GAAP measures to the most
comparable GAAP financial measures because certain information needed to
reconcile those non-GAAP measures to the most comparable GAAP financial
measures is dependent on future events some of which are outside the control
of Shell, such as oil and gas prices, interest rates and exchange rates.
Moreover, estimating such GAAP measures with the required precision necessary
to provide a meaningful reconciliation is extremely difficult and could not be
accomplished without unreasonable effort. Non-GAAP measures in respect of
future periods which cannot be reconciled to the most comparable GAAP
financial measure are calculated in a manner which is consistent with the
accounting policies applied in Shell plc’s consolidated financial
statements.

The contents of websites referred to in this announcement do not form part of
this announcement 

We may have used certain terms, such as resources, in this announcement that
the United States Securities and Exchange Commission (SEC) strictly prohibits
us from including in our filings with the SEC.  Investors are urged to
consider closely the disclosure in our Form 20-F, File No 1-32575, available
on the SEC website www.sec.gov.