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Section 172(1) statement

The Companies (Miscellaneous Reporting) Regulations 2018 (2018 MRR) require Directors to explain how they considered the interests of key stakeholders and the broader matters set out in Section 172(1) (a) to (f) of the Companies Act 2006 (S172) when performing their duty to promote the success of the Company under S172. This includes considering the interests of other stakeholders which may affect the long-term success of the company. This S172 statement explains how Shell’s Directors:

  • have engaged with employees, suppliers, customers and others; and
  • have considered employee interests, the need to foster business relationships with suppliers, customers and others, and the effects of those considerations, including on the principal decisions taken during the financial year.

The S172 statement focuses on matters of strategic importance to Shell, and the level of information disclosed is consistent with the size and the complexity of Shell’s businesses.

General confirmation of Directors’ duties

Shell’s Board has a clear framework for determining the matters within its remit and has approved Terms of Reference for the matters delegated to its Committees. Certain financial and strategic thresholds have been set, in order to identify matters requiring Board consideration and approval. The Manual of Authority sets out the delegation and approval process across the broader business. More information on Shell’s controls and procedures can be found in “Other regulatory and statutory information”.

When making decisions, each Director ensures that (s)he acts in the way he or she considers, in good faith, would most likely promote Shell’s success for the benefit of its members as a whole, and in doing so has regard (among other matters) to the issues set out below.

S172(1) (a) “The likely consequences of any decision in the long term”

The Directors understand the business and the evolving environment in which we operate, including the challenges of navigating through the energy transition. Based on Shell’s purpose to power progress together by providing more and cleaner energy solutions, the strategy set by the Board is intended to accelerate the transition of our business to net-zero emissions, purposefully and profitably, in step with society. We are building a strong, resilient business by putting customers at the centre of our strategy, innovating the products and solutions customers need on their journey to net zero.

As outlined in “Our context” in the “Shell Powering Progress” section, the rising standard of living of a growing global population is likely to continue to drive demand for energy, including oil and gas, for years to come. At the same time, technological changes, and the need to tackle climate change mean there is a transition under way to a lower-carbon, multi-source energy system with increasing customer choice. Our Powering Progress strategy combines our ambitions under four goals: generating shareholder value, achieving net-zero emissions, powering lives and respecting nature.

In 2021, we continued to navigate the challenges of the COVID-19 pandemic, which has continued to cause unprecedented levels of disruption.

In 2021, the Board announced its move to the next phase of the capital allocation framework, consistent with Shell’s Powering Progress strategy. Shell’s operational and financial delivery and strengthened balance sheet had given it the confidence to increase shareholder distributions by increasing dividends and commence share buybacks, while Shell continues to invest for the future of energy. The key elements of Shell’s strategic direction were highlighted in our 2020 Annual Report and included:

  • setting a target to be a net-zero emissions energy business by 2050, in step with society;
  • growing our leading marketing business, further developing the integrated Power business and commercialising hydrogen and biofuels to support customers’ efforts to achieve net-zero emissions;
  • transforming our refining portfolio from the current 13 sites into five high-value energy and chemicals parks, integrated with Chemicals. Growth in Chemicals would shift to more performance chemicals and recycled feedstocks;
  • extending leadership in liquefied natural gas (LNG) to enable decarbonisation of key markets and sectors;
  • focusing on value over volume by simplifying Upstream to eight significant core positions, which would generate more than 80% of Upstream’s cash flow from operations; and
  • enhancing value delivery through trading and optimisation.

The Directors recognise that there are differing societal views about our operations and that some Board decisions taken today may not align with all stakeholder interests. Given the complexity of the evolving energy transition, the Directors have taken the good faith decisions they believe best support Shell’s strategy.

S172(1) (b) “The interests of the company’s employees”

The Directors recognise that Shell employees are fundamental and core to our business and the delivery of our strategic ambitions. The success of our business depends on attracting, retaining, and motivating talented employees. The Directors consider and assess the implications of decisions on employees and the wider workforce, where relevant and feasible. The Directors seek to ensure that Shell remains a responsible employer, including with respect to pay and benefits, health and safety issues, and the workplace environment. In early 2021, in recognition and appreciation of employee resilience during 2020 when bonuses were suspended, the Board supported a one-off award of shares worth $1,000 to employees below the Executive Committee level.

The Directors recognise that our pensioners, though no longer employees, also remain important stakeholders.

More information on this can be found in “Workforce engagement”.

S172(1) (c) “The need to foster the company’s business relationships with suppliers, customer and others”

Delivering our strategy requires strong mutually beneficial relationships with suppliers, customers, governments, national oil companies and joint-venture partners. Shell seeks to promote and apply certain general principles in such relationships. The ability to promote these principles effectively is an important factor in the decision to enter into or remain in such relationships. This standard and others are described in the Shell General Business Principles, which are based upon our core values of honesty, integrity, and respect for people. The Board periodically reviews and approves the Shell General Business Principles. The Directors take account of the General Business Principles and core values when exercising their duties and making Board decisions. When feasible, core value moments are built into Board agendas, so the Board can reflect on the importance of the General Business Principles and core values. The Board also reviews and approves Shell’s approach to suppliers, which is set out in the Shell Supplier Principles. In 2021, relevant Board committees held briefing sessions with the Contracting and Procurement (C&P) team to more deeply engage on Shell’s C&P programme, including its approach, risk management profile and stakeholder engagement. The businesses continually assess the priorities related to customers and those with whom we do business. The Board engages with the businesses on these topics, for example, within the context of business strategy updates and investment proposals.

The Directors also receive updates on a variety of topics that indicate how these stakeholders have been engaged.

These updates include information provided by the Projects & Technology function on suppliers and joint-venture partners, with respect to items such as project updates and supplier contract management. Businesses also provide information, as relevant, on customers and joint-venture partners in relation to business strategies, projects, and investment or divestment proposals.

The CEO provides a comprehensive update to the Board on material business and external developments at each main Board meeting. These include: i) a report on safety performance; ii) significant operational updates relating to each of the business segments, e.g. partnerships, investments, divestments, flagship projects, commercial highlights and achievements; iii) the development of new technologies and innovation via collaborations with partners, suppliers and others; and iv) political or regulatory developments. The CEO also summarises his own external engagements and any changes of senior executive staff.

S172(1) (d) “The impact of the company’s operations on the community and the environment”

This aspect is inherent in our strategic ambitions. The Board receives information on various topics to help it make decisions. The topics can include, for example, the Net Carbon Footprint target, the impact of the continuing COVID-19 pandemic on Shell, country-entry considerations, proposals to invest or divest, and business strategy reviews. The information also goes into Group-level overviews, such as updates on safety and environment performance, reports from the Chief Ethics and Compliance Officer, and reports from the Chief Internal Auditor. In 2021, certain Board committees and Non-executive Directors conducted site visits of various Shell operations and overseas offices and held external stakeholder engagements, where feasible. As in 2020, not all visits could be face-to-face because of continuing restrictions and precautions related to the COVID-19 pandemic. Despite the continued challenges presented by COVID-19, the Board maintained a strong interface with businesses and staff through virtual engagements, making best use of the technology available.

More information can be found in “Understanding and engaging with our stakeholders”, and in the reports of each Board committee.

S172(1) (e) “The desirability of the company maintaining a reputation for high standards of business conduct”

Shell aims to meet the world’s growing need for more and cleaner energy solutions in economically, environmentally, and socially responsible ways. The Board periodically reviews and approves clear frameworks, such as The Shell General Business Principles, Shell’s Code of Conduct, specific Ethics and Compliance manuals, the Ethical Decision-Making Framework, and its Modern Slavery Statements, to ensure that high standards are maintained in Shell businesses and in Shell’s business relationships. This, complemented by the ways the Board is informed and monitors compliance with relevant governance standards, helps to ensure that Board decisions and the actions of Shell companies promote high standards of business conduct.

S172(1) (f) “The need to act fairly as between members of the company”

After weighing up all relevant factors, the Directors consider which course of action best enables delivery of our strategy through the long term, taking into consideration the effect on stakeholders. In doing so, our Directors act fairly as between the Company’s members but are not required to balance the Company’s interest with those of other stakeholders. This can sometimes mean that certain stakeholder interests may not be fully aligned.


The Board recognises that it plays an important role in assessing and monitoring that our desired culture is embedded in our values, attitudes and behaviours, including in our activities and stakeholder relationships. The Board has established honesty, integrity and respect for people as Shell’s core values. The General Business Principles, Code of Conduct, and Code of Ethics help everyone at Shell to act in line with these values and comply with relevant laws and regulations. The Shell Commitment and Policy on Health, Safety, Security, Environment & Social Performance applies across Shell and is designed to help protect people and the environment. In 2021, after our refreshed approach to safety in 2020, we transitioned from our Life-Saving Rules and implemented the Industry Life-Saving Rules. By doing this, we aim to simplify and standardise, to adopt a broader risk scope that focuses on potential for harm to people, and to create a greater sense of individual and team responsibility to avoid fatalities and life-changing injuries. The change builds on existing strong foundations, with an increased and deliberate focus on human performance, the way people, culture, equipment, work systems and processes interact as a system. It remains our ambition to achieve Goal Zero, no harm and no leaks across all our operations.

In 2021, Shell announced its Powering Progress strategy. This has four goals: generating shareholder value, achieving net-zero emissions, respecting nature and powering lives. At its heart is our target to become a net-zero emissions energy business by 2050, in step with society’s progress towards the goal of the Paris Agreement on climate change. We also have medium- and long-term targets to reduce our net carbon intensity, compared with 2016 levels, by 20% by 2030, 45% by 2035, and 100% by 2050, in step with society. To achieve our strategic goals, we need to adapt our mindset and behaviours as we navigate the increasing complexity in the world around us. At Shell we seek to have a culture that encourages the attitudes and behaviour that we believe will help us succeed. We seek to encourage:

  • applying a learner mindset: everyone has the ability to grow, learn from mistakes and successes, and speak up openly in a safe environment. We encourage curiosity, humility, openness, helping each other to make better decisions and create more value;
  • maximising our performance: we collaborate across boundaries and speak up when we see things that can be improved. We enable people to deliver, and we work in an integrated way with discipline, clear focus on priorities, and tangible outcomes in order to reach our full potential;
  • increasing trust in Shell: we aim to be a valued member of the communities in which we operate, and to make a positive contribution to society. We seek to listen carefully and with humility and we have a strong desire to understand, and, where possible, adapt to the changing needs and expectations of society, especially as they relate to the environment. We build strong and trusted relationships with customers and partners which are fundamental to our collective success;
  • living by our values and Goal Zero: we live by our values and do the right things with respect to ethics, safety, and the environment; and
  • inspiring and engaging: we aspire to a situation where everyone feels connected to what we stand for. We build trusting and effective teams where everyone feels ownership and has a voice in how work gets done. We strive to maintain a diverse and inclusive culture.

The Board considers the Shell People Survey to be an important tool for measuring employee engagement, motivation, affiliation, and commitment to Shell. It provides insights into employee views and has a consistently high response rate. It also helps the Board understand how the survey’s outcomes are being used to strengthen Shell culture and values. The Board has noted that although staff surveys offer insight, limitations exist. In 2021, a review was launched to enhance Board oversight of culture. Due to the significant developments and challenges affecting Shell in the second half of 2021, that review was paused. The plan is to resume the review in 2022. It is intended that the review will be informed by the results of the Shell People Survey from 2021 and if available 2022, various staff engagements, relevant context from the 2022 external Board evaluation process, and the Board’s 2022 Strategy Days.

Stakeholder engagement (including employee engagement)

The Board recognises the important role Shell has in society and is deeply committed to public collaboration and stakeholder engagement. This commitment is at the heart of Shell’s strategic ambitions. The Board strongly believes that Shell will only succeed by working together with customers, governments, business partners, investors, and other stakeholders.

Working together is critical, particularly at a time when society, including businesses, governments, and consumers, faces issues as complex and challenging as climate change.

We continue to build on our long track record of working with others, such as investors, industry and trade groups, universities, governments, non-governmental organisations (NGOs) and, in some appropriate instances, our competitors through our joint-venture operations or industry bodies. We believe that working together and sharing knowledge and experience with others offers us greater insight into our business. We also appreciate our long-term relationships with our investors and acknowledge the positive impact of ongoing engagement and dialogue.

The guidance on preparing information, proposals or discussion items for the Board asks for these materials to include considerations of the views, interests, and concerns of stakeholders and how management addressed them. This helps to strengthen the Board’s knowledge of how the broader business undertakes significant levels of stakeholder engagement. Board minutes have also reflected key points on stakeholder considerations, where appropriate. The Terms of Reference for our Safety, Environment and Sustainability Committee also include, within the Committee’s remit, the review and consideration of external stakeholder perspectives and how major issues of public concern that could affect Shell’s reputation and licence to operate were or are being addressed.

The Board also engaged with certain stakeholders directly, to understand their views. The Board draws upon Shell’s substantial in-house expertise by periodically receiving input from economics and policy experts on key political and economic themes, with some updates being presented to the Board each quarter. More on this engagement is provided in “Understanding and engaging with our stakeholders”.

Information on how the Directors have engaged with employees can be found in “Workforce engagement” and in the “Our people” section. The tables below include examples of how Directors have considered the interests of Shell employees and the resulting outcomes.

Principal decisions

In the table below, we outline some of the principal decisions made by the Board over the year. We explain how the Directors have engaged with or in relation to key stakeholder groups and how stakeholder interests were considered in decision-making.

To remain concise, we have categorised our key stakeholders into seven groups. Where appropriate, each group is considered to include both current and potential stakeholders. The groups are:

  • investor community;
  • employees/workforce/pensioners;
  • our customers;
  • regulators/governments;
  • NGOs/civil society stakeholders/academia/think-tanks;
  • communities; and
  • suppliers/strategic partners.

Principal decisions

We define principal decisions taken by the Board as decisions taken in 2021 that are of a strategic nature and significant to any of our key stakeholder groups. As outlined in the UK Financial Reporting Council (FRC) Guidance on the Strategic Report, we include decisions related to capital allocation and dividend policy.

How were stakeholders considered

We describe how regard was given to the likely long-term consequences of the decision, including how stakeholders were considered during the decision-making process.

What was the outcome

We describe which accommodations or mitigations were made, if any, and how Directors have considered different interests, and what factors they took into account.

Strategic updates

Powering Progress Strategy

Shell’s Powering Progress strategy was announced in February 2021, and highlighted in our 2020 Annual Report. After the announcement and associated stakeholder engagements by management, the feedback received from investors, the media, climate activists and internal staff was presented to and discussed with the Board.

In 2021, the Board considered strategic opportunities, and the integration of strategy, portfolio, environmental and social ambitions under our Powering Progress goals. Additional targets regarding Scope 1 and 2 emissions were also announced. A report was produced with the aim of helping investors and society obtain a better understanding of how Shell is addressing the risks and opportunities of the energy transition. The Board also considered Shell’s capital and portfolio actions and structure. This was to support the delivery of Powering Progress and came after the Reshape reorganisation of Shell. See “Our People” for further information on the Reshape initiative.

How stakeholders were considered

Energy Transition Strategy publication

In 2021, the Board approved the Shell Energy Transition Strategy publication and its submission to shareholders for an advisory vote at the 2021 AGM. It was essential to ensure that stakeholders and NGOs had a sound understanding of the Energy Transition Strategy. Board members were involved in extensive advance stakeholder engagement. Among these advance engagements was the Safety, Environment and Sustainability Committee (SESCo)’s consultation with an investor stakeholder group with a focus on climate-related financial disclosures.

Company simplification

As the Board considered the simplification, it supported a variety of work to better assess the relevant risks and benefits. Accordingly, a project team was assembled and workstreams set up. One such workstream encompassed stakeholder engagement, focusing on shareholders, staff, government and media. The Board also obtained the views of various external advisers.

During the many Board sessions that focused on simplification, discussions considered and assessed a range of factors, including potential costs and benefits and stakeholder feedback. Implementation of the simplification was also subject to an extensive consultation with relevant staff councils. In later meetings, the Board considered the views and responses of stakeholders against current external environmental events and circumstances which could affect stakeholders, but which were beyond the Board’s or Shell’s control. The Board also participated in engagement sessions, about which more information can be found in “Understanding and engaging with our stakeholders”.

Staff engagements

Virtual staff engagements were held with Directors which enabled them to speak directly with staff on themes including the benefits of working in Upstream. For further information on the engagement with our workforce see “Board activities and evaluation” and “Workforce engagement”.

What was the outcome

Energy transition strategy

The Board set out details of how it planned to achieve its target to be a net-zero emissions energy business by 2050, in step with society’s progress towards achieving net zero.

The Board announced an additional target to reduce Scope 1 and Scope 2 absolute emissions, under Shell’s operational control, by 50% by 2030 compared with 2016 levels on a net basis. It was announced that this formed part of the Powering Progress strategy, alongside the goals to generate shareholder value, respect nature and power lives. The Board regarded this as an important step as we rise to meet the challenge of the Dutch court’s ruling in the Milieudefensie case against Shell.

Feedback from all of the advance stakeholder engagements was taken into account by the Board, SESCo and the Executive Committee. As appropriate, revisions were made to the Energy Transition Strategy report prior to submission at the 2021 AGM. Shell’s Energy Transition Strategy report described our progress towards becoming a net-zero emissions energy business and our emissions targets. Shell was the first energy company to submit an energy transition strategy to shareholders for an advisory vote. Shareholders were informed of the intention to publish an update every three years until 2050. The energy transition strategy received 88.74% shareholder support at the 2021 AGM.

Following the AGM, the Chair, CEO and CFO engaged with stakeholders on a number of matters, which included Shell’s energy transition strategy and the Dutch court’s ruling in the Milieudefensie case against Shell. The key areas on which we received feedback from our largest shareholders were communicated to the Board. On October 28, 2021, Shell responded to this feedback and the court ruling by announcing a new target to halve Scope 1 and 2 absolute emissions under Shell’s operational control by 2030, compared with 2016 levels on a net basis. This is another strategic milestone on our path to becoming a net-zero emissions energy business by 2050, in step with society.

Company simplification

The Board reviewed feedback from stakeholders as well as from the Board’s independent advisers, concluding that the benefits of the simplification outweighed the downsides. Simplification was assessed as a way to increase the Company’s flexibility to implement our Powering Progress strategy at pace, strengthen Shell’s competitiveness, and support the acceleration of Shell’s transition to a net-zero emissions business and create value for shareholders, customers and wider society. Shareholders were asked to approve a change of Shell’s Articles of Association which would facilitate a series of measures leading to simplification. On December 10, 2021, shareholders approved the amendments to the Articles. On December 20, 2021 the Board formally approved the simplification, and on December 31, the Board approved the key steps required to move the Company’s tax residence to the UK. The Company’s name was changed on January 21, 2022, and the Company’s shares were assimilated into a single line of shares on January 29, 2022. This completed the simplification.

Financial strength, cash allocation including shareholder distributions

The Board considered cash flow, the macro environment and business performance in 2021 compared with 2020. The Board also considered management’s view of the outlook for the Group’s performance, and reviewed the Capital Allocation Framework with specific focus on the next phase including shareholder distributions. Directors approved several proposals with the aim of delivering value to shareholders and increasing shareholder distributions through a combination of progressive dividends and share buybacks.

How stakeholders were considered

A number of considerations underpinned each proposal, with proposals discussed and reviewed at certain points throughout the year. These considerations took account of the macro environment, robust business performance and outlook, the strength of the balance sheet, capital discipline, feedback from advisers and feedback from other stakeholders, and the net debt milestone.

The Financial Framework was reviewed as part of the Board’s Strategy Day 2021 meeting. This was at a time when it was being considered whether to move to the next phase of the Capital Allocation Framework and to increase shareholder distributions in the second half of the year. Investor valuation approaches, ongoing pressure for investors to divest from the oil and gas sector and reshaping of the organisation were also considered. So too were planned divestments which were being looked at by the Board. When making decisions regarding the potential use of funds from divestments, and in support of the Capital Allocation Framework, the Board also considered at length the views of debt investors and credit ratings agencies, commitments to pension holders, and broader stakeholder views about whether to use divestment proceeds for shareholder distributions or reinvestment in, for example, energy transition businesses.

What was the outcome

The Board and management carefully considered various stakeholders, other strategic factors and matters such as Operating Plan 2022-2024 (OP21) before reaching the decision to proceed with the next phase of the Capital Allocation Framework. In July 2021, Shell announced that shareholder distributions would be increased through an increase in the dividend payment (38% increase on the first quarter payment) and launching $2 billion of share buybacks, aiming to complete them by the end of 2021.

On September 20, 2021, Shell announced the sale of its Permian business. The Board confirmed that the cash proceeds from this transaction would be used to fund $7 billion in additional shareholder distributions, with the remainder used to further strengthen the balance sheet. The first tranche of this distribution (up to $1.5 billion) was announced on December 1, 2021.

In relation to the decisions to increase distributions to shareholders, the Board and Management considered the views of stakeholders, the strength of the Company’s balance sheet and the need to continue to invest for the future of energy. The form and timing for distributing the remaining $5.5 billion was announced in early 2022. These distributions are in addition to our shareholder distributions in the range of 20-30% of cash flow from operations.

Approval of Shell’s detailed Operating Plan 2022-2024 (OP21)

The approval of OP21 followed an in-depth review by the Board of proposals on capital allocation, capital investment outlook, competitive outlook, operating expenses, return on average capital employed and shareholder distributions. This included reviews in numerous Board meetings leading up to the December 2021 Board meeting in which OP21 was approved.

How stakeholders were considered

OP21 discussions included a full review against Shell’s Powering Progress strategy, the macroeconomic environment, and the financial strength of the organisation. The Directors and Executive Committee balanced the priorities in the capital allocation framework including capital and operating expenditure commitments towards the energy transition alongside increased shareholder distributions, maintaining balance sheet strength, aspired credit ratings and greenhouse gas target tracking. The plan was discussed extensively and reviewed thoroughly. Responses from investors, and discussions with equity and debt market analysts were also presented to the Board for consideration. The Board sought advice from the Legal Director on the impact of the Dutch Milieudefensie judgment on OP21 and asked questions of management on the flexibility of the Plan to be as agile as feasible in the event of various energy transition scenarios.

What was the outcome

Following extensive review and discussion, the overall outcome of this decision was an Operating Plan that the Board believes is robust against various scenarios and features strong optionality if needed. In particular, the Board assured itself that, as decisions are taken by the Board over the Plan period, OP21 flexibly demonstrates pathways to enable delivery of Shell’s absolute Greenhouse Gas (GHG) emissions and GHG intensity targets by 2030.

While stakeholder opinion differs on Shell’s approach, OP21 is based on society’s demand for products and services. OP21 also supports Shell in maintaining a reputation for high standards on business conduct and health, safety, security, and environment issues. It maintained the approach to employee remuneration and benefits to pensioners. OP21 also seeks to reward our investors with returns and maintain the long-term financial strength of the Company to invest in more and cleaner forms of energy and meet the current and future needs of society.

Investing in new business, acquisitions and divestments, and closures

Over the course of the year, the Board considered and approved new opportunities and projects and proposed divestments or closures. The Board also considered and approved country entries and exits, more details of which are available in “Board activities and evaluation”.

How stakeholders were considered

The Board considered the impact of decisions related to new business opportunities and divesting from existing opportunities in the context of sustainability, supply, regulations, and carbon intensity. Critically, the Board reviewed the various proposals’ alignment with Shell’s strategy. Particular focus was given to potential benefits of certain divestments, including their potential to: create returns for shareholders; further strengthen the balance sheet; de-risk future cash flow; and avoid significant additional capital investment. As part of the discussions, the Board considered the strategic drivers for the intended divestments, including the Scope 1 emissions of each asset, anticipated regulatory changes expected to lead to value erosion, and any value opportunities afforded by the macro environment.

As part of each proposal, the respective business unit will undertake effective due diligence on prospective purchasers from a financial, reputational as well as operating philosophy standpoint to ensure future obligations are met or suitable mitigating measures are in place to protect Shell and its people.

Within each divestment proposal, the Board considered if the Company was being a responsible seller of its assets and if the purchasers have the capability to manage our assets/people appropriately. Staff matters are explicitly considered during negotiations and the due diligence process for acquisitions and divestments. Comprehensive engagement plans are developed as appropriate in parallel to the negotiations.

Permian – shareholder approval for the divestment of Shell Permian assets.

Raízen S.A. and Biosev S.A. – shareholder approval for Raízen joint venture to acquire Biosev S.A., a Brazilian ethanol producer.

Deer Park Refinery – shareholder approval for the divestment of Deer Park Refining Limited Partnership.

Sale of holding in PCK Schwedt Refinery – shareholder approval for the divestment of Shell’s interest in PCK Schwedt Refinery.

Purchase of fuel and convenience retail sites in Texas – This acquisition enables Shell to continue its existing, trusted premium product offerings.

Pernis Refinery – shareholder approval to take final investment decision to build an 820,000-tonnes-a-year biofuels facility at the Shell Energy and Chemicals Park Rotterdam (formerly Pernis Refinery).

Note. References to “shareholder approval” relate to the Shell intercompany approval process.

What was the outcome

Permian – After reviewing multiple strategies and portfolio options for our Permian assets, the Board determined that the transaction with ConocoPhillips presented a compelling value proposition, as well as disciplined capital stewardship. The Board concluded that Shell’s Upstream business plays a critical role in the Powering Progress strategy through a more focused, competitive, and resilient portfolio that provides energy which the world needs while funding shareholder distributions and investments in the energy transition. The cash proceeds from the transaction were identified for use in providing additional shareholder distributions of $7 billion through share buybacks.

Raízen S.A. and Biosev S.A. — While discussing the proposal for the Raízen joint venture to acquire Biosev S.A., the Board considered joint-venture partner aspects, and factors regarding assurance of due diligence on environmental aspects and safety performance.

Deer Park Refinery and PCK Schwedt Refinery – This was part of Shell’s strategy to reduce its global refinery footprint to core sites integrated with the company’s trading hubs, chemicals plants and marketing businesses.

Purchase of fuel and convenience retail sites in Texas – As one of the largest fuels and convenience retail markets globally, growing in the US gives Shell the opportunity to build on its successful brand presence and benefit from the strength of its ongoing business relationships.

Pernis Refinery – In discussing the proposal to build a biofuels facility at the Shell Energy and Chemicals Park Rotterdam, in the Netherlands, the Board considered the project’s potential to increase the production of low-carbon fuels (including for aviation), Scope 1 emissions and associated adaptations, supply and demand aspects, and enhancing the capability of employees in the talent pipeline.

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