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Statement of compliance with the UK Corporate Governance Code

The Board confirms that, throughout the year, the Company has applied the principles, both in spirit and in form, and complied with the provisions set out in the UK Corporate Governance Code issued by the Financial Reporting Council (FRC) in July 2018 (the “Code”), with the exception of Provision 5 noted below. A copy of the Code can be found on the FRC’s website:

Shell’s governance arrangements have been considered alongside the Code. The information set out in the Directors’ report, including the Board Committee reports on (section “Nomination and Succession Committee”, section “Safety, Environment and Sustainability Committee”, section “Audit Committee Report” and section “Directors’ Remuneration Report”) is intended to provide an explanation of how the Code’s principles were applied practically throughout the year. We also provided clear and meaningful explanation below where we believe stakeholders may benefit from more specific information on a particular Code provision.

Workforce engagement (Provision 5)

The size and diversity of our employee base and wider workforce have complicated the feasibility of implementing any of the three specific workforce engagement methods recommended in the Code. The Board believes that its current approach to workforce engagement continues to be pragmatic and effective, particularly when considered against the required coverage needed for a global organisation such as Shell. Elsewhere in this Annual Report, we explain how our people are essential to the successful delivery of the Shell strategy, and how the Board recognises the importance of understanding their views through engagement. In previous Annual Reports, we communicated the Board’s desire and intention to increase its direct engagements, when the Board, Committees and individual Directors visit our sites across the world. As we moved through 2022 the ongoing travel restrictions associated with the COVID-19 pandemic eased, which helped the Board engage with parts of the workforce more closely again. While some engagements could be held physically, others were held virtually, and there were opportunities for the Board to speak with our stakeholders and obtain feedback. The Board also intends to keep the effectiveness of the engagements under review. Stakeholder engagement also continues to be enhanced in management reporting.

More information on the current approach and a description of the channels used by the Board, its committees, and the Executive Committee are outlined in “Workforce engagement”.

AGM voting (Provision 4)

At the 2022 AGM 20.29% of shareholders supported a resolution which the Board had recommended voting against. Shareholders also voted 20.09% against a resolution proposed by the Board. Provision 4 of the Code requires certain actions to be undertaken if 20% or more of shareholders vote in a way which is different to what the Board recommended. There are three stages to these actions. First, explain when announcing the voting results what actions the Company intends to take to consult shareholders to understand the reasons behind the voting result. Shell included this explanation with its voting results, published on May 24, 2022. Second, an update on the engagement with shareholders should be published no later than six months after the shareholder meeting. This statement was added to the Shell website in October 2022. Third, a final summary of the engagement and the actions taken should be included within the Annual Report. This information is provided in section “Understanding and engaging with our stakeholders”.

Corporate governance requirements outside the UK

In addition to complying with applicable corporate governance requirements in the UK, the Company complies with the rules of Euronext Amsterdam as well as Dutch securities laws because of its listing on that exchange. The Company likewise adheres to US securities laws and the New York Stock Exchange (NYSE) rules and regulations because its securities are registered in the USA and listed on the NYSE.

Annual General Meeting
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