REG-Shell plc announces Directorate changes

ShellAnnouncement

Thu 08:00

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SHELL PLC

BOARD AND COMMITTEE CHANGES

December 11, 2025

Director Changes

Shell plc (the Company) announces the following Board and Committee changes:

Catherine Hughes, a Non-Executive Director and Chair of the Sustainability
Committee, will not stand for re-election at the 2026 Annual General Meeting
(AGM), having served as a Director for nine years.

Neil Carson, a Non-Executive Director, will not stand for re-election at the
2026 AGM, having served as a Director for seven years.

New Non-Executive Directors

Holly Koeppel has been appointed as a Non-Executive Director of the Company,
effective from January 1, 2026, and will become a member of the Audit and Risk
Committee and the Sustainability Committee as of the same date. 

Clare Scherrer has been appointed as a Non-Executive Director of the Company,
effective from January 1, 2026, and will become a member of the Audit and Risk
Committee and the Remuneration Committee as of the same date.

Sir Andrew Mackenzie, Chair of Shell plc said: “I’d like to thank
Catherine for her nine years of distinguished service to Shell, including her
time as Chair of the Sustainability Committee. Her deep industry expertise,
combined with her strong track record of executing operational discipline, has
been invaluable.

“I’d also like to thank Neil for his excellent contribution to Shell since
joining the Board in 2019, including his time as Chair of the Remuneration
Committee. His broad industrial outlook and commercial approach, combined with
his practical perspectives on businesses, has brought fresh insight to Board
discussions.

“I’m delighted to welcome Holly and Clare to the Board. Shell’s
Nomination and Succession Committee recommended Holly’s and Clare’s
appointments to the Board following a thorough search process and review of
their extensive, relevant experience and skills. Holly is an experienced
non-executive director who brings a wealth of international energy industry
experience in both financial and operational leadership roles. Clare has
extensive experience working with capital intensive global industrial
companies, accelerating growth and increasing value.  I know that both Holly
and Clare will make great contributions to the Shell Board.”

The following information is disclosed in accordance with UK Listing Rule
6.4.8:
* Ms Koeppel is currently a non-executive director of AES Corporation, British
American Tobacco plc, Flutter Entertainment plc and Core Natural Resources
Inc. She was previously a non-executive director of Vesuvius plc until 2021
and a non-executive director of ARCH Resources which merged into Core Natural
Resources Inc. in 2025.
* Ms Scherrer has been a non-executive director of Legrand SA since 2023. 
She was previously the CFO and an executive director of Smiths Group plc until
she stepped down in 2025.
Save as set out above, there is no information to disclose pursuant to UK
Listing Rule 6.4.8(2) to UK Listing Rule 6.4.8(6) inclusive for either Ms
Koeppel or Ms Scherrer. 

Board Committee Membership

In addition to the Board Committee appointments referred to above, Sir Andrew
Mackenzie, has been appointed as a member and Chair of the Sustainability
Committee with effect from the conclusion of the 2026 AGM.

Each Director’s appointment is subject to their respective reappointment by
shareholders at the 2026 AGM.

Following the conclusion of the 2026 AGM, the membership of each of the Board
Committees will be as follows:

 Committee                            Membership                                                                                            
 Audit and Risk Committee             Ann Godbehere (Chair) Dick Boer Cyrus Taraporevala Sir Charles Roxburgh Holly Koeppel Clare Scherrer  
 Nomination and Succession Committee  Sir Andrew Mackenzie (Chair) Dick Boer Ann Godbehere                                                  
 Remuneration Committee               Cyrus Taraporevala (Chair) Bram Schot Jane H. Lute Dick Boer Clare Scherrer                           
 Sustainability Committee             Sir Andrew Mackenzie (Chair) Bram Schot Jane H. Lute Leena Srivastava Holly Koeppel                   

Julie Keefe

Deputy Company Secretary

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 and amendment thereto for the year ended December 31, 2024 (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, 11
December 2025. 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.

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 and any amendment thereto,
File No 1-32575, available on the SEC website www.sec.gov