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.

Only unfettered shares count towards an Executive Director’s shareholding. Shares delivered that are subject to holding requirements also count towards the guidelines. The CEO and the CFO have five years from their respective appointment to the Board to achieve their respective shareholding requirements.

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. The restrictions remain in force beyond the Executive Director’s employment.

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 2022, including any interests of their connected persons, are set out in the table below.

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 shares on January 29, 2022.

The changes to Directors’ shareholdings as at March 6, 2023 are as follows:

• Sinead Gorman’s share interest increased by 23,669 ordinary shares after the delivery of the 2022 annual bonus shares and the vesting of the 2020 LTIP award.
• Andrew Mackenzie purchased 8,235 ordinary shares on February 7, 2023.
• On February 6, 2023, Bram Schot disposed of the 150 Leonteq Express Euro Denominated Certificates on ING, Shell, Unilever (ISIN: CH0470808913), with a nominal value of €1,000 each at a price of €1,007.70 per certificate.

Effective as of March 2, 2023, Cyrus Taraporevala has been appointed as a Non-executive Director. As at March 6, 2023, he held 125 ADS.

Effective as of January 1, 2023, Wael Sawan was appointed as an Executive Director. As at March 6, 2023, he holds 210,666 ordinary shares.

At March 6, 2023, 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.

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 for loss of office (audited)

Jessica Uhl stepped down from the Board and her role as CFO with effect from March 31, 2022, and left Group service on June 30, 2022. She received a payment for loss of office of £921,000, equivalent to one times base salary. This was paid in 12 equal bi-weekly instalments, with the final payment made in December 2022, and would have been subject to mitigation in the event that she resumed a paid role in that period.

Jessica Uhl received a pro-rated annual bonus in relation to the performance year 2022 of £810,000. 50% of the bonus was delivered in cash and 50% was delivered in shares, subject to a three-year holding period which remains in force post-termination. Jessica Uhl’s 2020 and 2021 LTIPs will be reduced on a pro rata basis for time served, and the extent of any vesting will be determined at the end of the performance period.

Payments to past Directors (audited)

Jessica Uhl’s remuneration during the period April 1 to June 30, 2022 is set out below:

• Base salary: there was no change to Jessica Uhl’s salary during this period, and she received £230,250.
• Pension: Jessica Uhl continued to participate in the US defined benefit plan.

Jessica Uhl received an LTIP award of 59,062 ADS in 2020, which has been pro-rated for time served. The pro-rated award vested at 81% of target based on performance to December 31, 2022. Therefore, 46,365 ADS (including accrued dividends) vested on March 3, 2023, with a value at vesting of $2,847,724. A three-year holding period applies, which remains in force post-termination.

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