REG-Shell announces commencement of a share buyback programme

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Shell plc

Shell announces commencement of a share buyback programme 

May 7, 2026

Shell plc (the ‘Company’) today announces the commencement of a $3.0
billion share buyback programme covering an aggregate contract term of
approximately three months (the ‘programme’). The purpose of the programme
is to reduce the issued share capital of the Company. All shares repurchased
as part of the programme will be cancelled. It is intended that, subject to
market conditions, the programme will be completed prior to the Company’s Q2
2026 results announcement(1).

The Company has entered into an arrangement with a single broker consisting of
one, non-discretionary contract, to enable the purchase of ordinary shares on
London market exchanges (the London Stock Exchange and/or on BATS and/or on
Chi-X) (the ‘London contract’) for a period up to and including July 24,
2026. The aggregate maximum consideration for the purchase of ordinary shares
under the London contract is $3.0 billion. Purchases under the London contract
will be carried out in accordance with the Company’s authority to repurchase
shares on-market and will be effected within certain contractually agreed
parameters.

The maximum number of ordinary shares which may be purchased or committed to
be purchased by the Company under the programme is 320,000,000, which is the
maximum number remaining as of the date of this announcement pursuant to the
relevant authorities granted by shareholders at the Company's 2025 Annual
General Meeting.

The broker will make its trading decisions in relation to the Company's
securities independently of the Company.

The programme will be conducted in accordance with Chapter 9 of the UK Listing
Rules, Article 5 of the Market Abuse Regulation 596/2014/EU dealing with
buy-back programmes (‘EU MAR’) and EU MAR as “onshored” into UK law
from the end of the Brexit transition period (at 11:00 pm on 31 December 2020)
through the European Union (Withdrawal) Act 2018 (as amended by the European
Union (Withdrawal Agreement) Act 2020), and as amended, supplemented,
restated, novated, substituted or replaced including by relevant statutory
instruments (including, The Market Abuse (Amendment) (EU Exit) Regulations (SI
2019/310)), from time to time and the Commission Delegated Regulation (EU)
2016/1052 (the ‘EU MAR Delegated Regulation’) and the EU MAR Delegated
Regulation as “onshored” into UK law from the end of the Brexit transition
period (at 11:00 pm on 31 December 2020) through the European Union
(Withdrawal) Act 2018 (as amended by the European Union (Withdrawal Agreement)
Act 2020), and as amended, supplemented, restated, novated, substituted or
replaced, including by relevant statutory instruments (including, The Market
Abuse (Amendment) (EU Exit) Regulations (SI 2019/310)), from time to time.

Enquiries

Media: International +44 (0) 207 934 5550; U.S. and Canada:
https://www.shell.us/about-us/news-and-insights/media/submit-an-inquiry.html

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, May
7, 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.

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 underlying operating expenses. 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. 

(1) Given the securities law requirements that apply to the Company in
connection with the Company’s agreement to acquire ARC Resources Ltd.
(“ARC”), it will be necessary to suspend the programme from the time of
publication of the ARC shareholder circular until the conclusion of the ARC
shareholder meeting. Any buybacks not undertaken due to such suspension will
be part of the remaining 2026 programmes (subject to Board approval)