Statement of Directors’ shareholding and share interests (audited)

Shareholding guidelines

The REMCO believes that Executive Directors should align their interests with those of shareholders by holding shares in Shell plc (the Company). The CEO is expected to build a shareholding with a value of 700% of base salary, and the CFO 500%. The shareholding requirement extends post employment, such that Executive Directors will be required to maintain their shareholding requirement, or the number of shares actually held if this is less than the shareholding requirement, for a period of two years post employment. There is a Company-sponsored nominee account which allows for restrictions to be applied on the sale or transfer of shares that are subject to holding periods and individual shareholding requirements. The restrictions remain in force beyond the Executive Director’s employment.

Only unfettered shares count. Shares delivered that are subject to holding requirements also count towards the guidelines. The values of shares counting towards the shareholding guideline (as a percentage of base salary) were 904% for the CEO and 693% for the CFO at March 4, 2022.

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Executive Directors’ shareholding (audited)

Shareholding guideline
(% of base salary)

Value of shares counting towards guideline
(% of base salary at December 31, 2021) [A]

Ben van Beurden

700%

972%

Jessica Uhl

500%

555%

[A]	Following the sale of 190,000 ordinary shares by Ben van Beurden on February 7, 2022, the delivery of half the 2021 annual bonus in shares and the vesting of the 2019 LTIP on March 4, 2022, their respective holdings are Ben van Beurden 904% and Jessica Uhl 693%.

Non-executive Directors are encouraged to hold shares with a value equivalent to 100% of their fixed annual fee and to maintain that holding during their tenure.

Directors’ share interests

The interests, in shares of the Company or calculated equivalents, of the Directors in office during 2021, including any interests of their connected persons, are set out in the table below.

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Directors’ share interests (audited)

January 1, 2021

December 31, 2021

A shares

B shares

A shares

B shares

Executive Directors [A]

Ben van Beurden

866,433 ^[B]

–

973,533

Jessica Uhl

240,557 ^[C]

–

299,283 ^[D]

Non-executive Directors

Dick Boer

10,000

–

10,000

–

Neil Carson

16,000

–

16,000

–

Ann Godbehere

–

10,000 ^[E]

–

10,000 ^[E]

Euleen Goh

–

12,895

–

12,895

Charles O. Holliday

–

50,000 ^[F]

–

50,000 ^[G]

Catherine J. Hughes

4,080

51,904 ^[H]

4,080

51,904^[H]

Martina Hund-Mejean

20,000 ^[I]

–

20,000 ^[I]

Jane Holl Lute

–

^[J]

–

5,002 ^[K]

Sir Andrew Mackenzie

–

20,732

–

27,623

Abraham Schot [L]

–

Sir Nigel Sheinwald

–

1,124

–

1,124 ^[M]

Gerrit Zalm

2,026

–

2,026

–

[A]	Includes vested LTIP awards subject to holding conditions. Excludes unvested interests in shares awarded under the LTIP.
[B]	Includes 174,000 RDS A shares pledged with Van Lanschot N.V.
[C]	Held as 26,590 RDS A shares and 44,789 ADS (RDS.A ADS). Each RDS.A represents two A shares.
[D]	Held as 35,201 RDS A shares and 132,041 ADS (RDS.A ADS). Each RDS.A represents two A shares.
[E]	Held as 5,000 ADSs (RDS.B ADS). Each RDS.B represents two B shares.
[F]	Held as 25,000 ADS (RDS.B. ADS). Each RDS.B represents two B shares.
[G]	Interests at May 18, 2021, when he stood down as a Director. Held as 25,000 ADS (RDS.B. ADS). Each RDS.B represents two B shares.
[H]	Held as 46,904 RDS B shares and 2,500 ADS (RDS.B. ADS). Each RDS.B represents two B shares.
[I]	Held as 10,000 ADSs (RDS.B ADS). Each RDS.B represents two B shares.
[J]	Interests at May 19, 2021, when she was appointed as a Director.
[K]	Held as 2,501 ADSs (RDS.B ADS). Each RDS.B represents two B shares.
[L]	On August 17, 2020, Bram Schot purchased 5,500 certificates Shell Turbo Long 7,5 BNP Paribas Markets (previously called: Royal Dutch Shell A Turbo Long 8,2 BNP Paribas Markets) (ISIN: NL0009558519) at a price of €5.37 per certificate. These certificates are cash settlement instruments the value of which is linked to the share price of Shell Shares (until January 29, 2022, RDS A Shares). In this case, the ratio of the turbo is 1:1 and accordingly 5,500 certificates represent 5,500 Shell shares. As at February 23, 2022, the leverage is 1.42 but fluctuates depending on the share price. If the share price increases, the leverage will decrease. The finance level is 6.91 and the stop-loss level is 7.5. The finance level is adjusted on the 15th of every month. Finance costs are 2.45% on an annual basis. With a turbo long, there is a finance level and a stop-loss level. If the underlying share price drops below the stop-loss level, the turbo long is terminated. The investor then receives the value of the difference between the finance level and the level on which the counterparty, in this case BNP Paribas, can close the turbo. Take for example a turbo with a stop-loss level of 10 and a finance level of 8. When the underlying share price drops below 10, which is the stop-loss level, the buyer will still receive the amount 10-8=2. But if the share price would suddenly drop to 8 or below, the buyer will receive nothing and the total investment is lost. In most cases, the turbo would be terminated at the stop-loss level, and the buyer receives the amount of the difference between the finance level and the stop-loss level. The actual amount will be determined by BNP. In addition, on August 27, 2020, Bram Schot purchased 100 Leonteq Express Euro Denominated Certificates on ING, Shell, Unilever (previously called: Leonteq Express Euro Denominated Certificates on ING, Royal Dutch Shell, Unilever) (ISIN: CH0470808913), with a nominal value of €1,000 each at a price of €515 per certificate. These certificates are cash settlement instruments of which payment of a conditional coupon depends for 1/3 on the development of the price of the Shell Shares on Euronext Amsterdam and, as such, is a financial instrument linked to the Shell Shares. Both transactions took place before Bram Schot became a Director of the Company. On February 12, 2021, Bram Shot purchased (i) an additional 2,500 certificates Shell Turbo Long 7,5 BNP Paribas Markets (ISIN: NL0009558519) at a price of €7.69 per certificate; and (ii) an additional 50 Leonteq Express Euro Denominated Certificates on ING, Shell, Unilever (ISIN: CH0470808913), with a nominal value of €1,000 each at price of €715 per certificate.
[M]	Interests at May 19, 2020, when he stood down as a Director.

The Directors share interests converted into ordinary shares or ADS, as appropriate, following the assimilation of Shell’s A and B shares into a single class of share on January 29, 2022.

The changes to Directors’ shareholdings as at March 4, 2022 are that Ben van Beurden sold 190,000 ordinary shares on February 7, 2022, and after the delivery of half the 2021 annual bonus in shares and the vesting of the 2019 LTIP award, Ben van Beurden’s share interests increased by 90,998 ordinary shares, and Jessica Uhl’s by 15,096 ADS and 18,551 ordinary shares. Jane Lute purchased 903 ADS on February 11, 2022.

At March 4, 2022, the Directors and Senior Management of the Company beneficially owned, individually and in aggregate (including shares under option), less than 1% of Company shares. These shareholdings are not considered sufficient to affect the independence of the Directors.

Directors’ scheme interests

The table below shows the aggregate position for Directors’ interests under share schemes at December 31, 2021. These are RDS A shares for Ben van Beurden and RDS.A ADS for Jessica Uhl. During the period from December 31, 2021, to March 4, 2022, scheme interests have changed as a result of the vesting of the 2019 LTIP on March 3, 2022, and because of the 2022 LTIP awards made on February 4, 2022, as described in section “Directors’ Remuneration for 2021”.

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Directors’ scheme interests (audited)

Share plan interests [A]
LTIP subject to performance conditions [B]

2021

2020

Ben van Beurden [C]

691,227

662,751

Jessica Uhl [D]

196,751

179,565

[A]	Includes unvested long-term incentive awards and notional dividend shares accrued at December 31. Interests are shown on the basis of the original awards. The shares subject to performance conditions can vest at between 0% and 200%. Dividend shares accumulate each year on an assumed notional LTIP award. Such dividend shares are disclosed and recorded on the basis of the number of shares conditionally awarded but, when an award vests, dividend shares will be awarded only in relation to vested shares as if the vested shares were held from the award date. Shares released during the year are included in the “Directors’ share interests” table.
[B]	Total number of unvested LTIP shares at December 31, 2021, including dividend shares accrued on the original LTIP award.
[C]	Ordinary shares.
[D]	ADS.

Dilution

In any 10-year period, no more than 5% of the issued ordinary share capital of the Company may be issued or issuable under executive (discretionary) share plans adopted by the Company, or 10% when aggregated with awards under any other employee share plan operated by the Company. To date, no shareholder dilution has resulted from these plans, although it is permitted under the rules of the plans, subject to these limits.

Payments to past Directors (audited)

No payments to past Directors were made in 2021.

Payments below €5,000 are not reported as they are considered de minimis.

ADS

American Depositary Share

View complete glossary

LTIP

Long-term Incentive Plan

View complete glossary

REMCO

Remuneration Committee

View complete glossary

Statement of Directors’ shareholding and share interests (audited)

Shareholding guidelines

Directors’ share interests

Directors’ scheme interests

Dilution

Payments to past Directors (audited)

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