Other regulatory and statutory information

The Directors' Report comprises the section "Governance" of this report, together with the sections of the Annual Report incorporated by cross reference. This section of the Directors' Report contains the remaining information which the Directors are required to report on each year and for the year ended December 31, 2023. There are other matters that are required to be reported on and that have been disclosed in other sections of the Annual Report, as summarised below. This includes certain disclosures which are required to be contained in the Directors' Report which have, as permitted by legislation, been included in the Strategic Report, and are incorporated by cross reference.

Modern Slavery Act Statement

We procure goods and services from local and international suppliers who meet the standards we require. The standards include those relating to human rights, labour practices and business integrity and are governed by the Shell Supplier Principles. Monitoring is undertaken centrally in connection with the preparation of the Shell Group's Modern Slavery Act (MSA) Statement which is prepared by taking proposed inputs from Shell companies in scope of the MSA as to their steps taken to ensure modern slavery does not occur in their supply chain or organisation. The Shell Group Statement is approved by the Board of Shell plc, after approval by the boards of Shell companies which are in scope of the MSA.

Disclosure of information to auditors

In accordance with section 418 of the Companies Act 2006, each of the persons who is a Director at the date of approval of this Report confirms that, so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware. The Director has taken all steps that he or she ought to have taken as a Director in order to make himself or herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Financial Statements, Dividends and Dividend Policy

Subject to Board approval, Shell aims to grow the dividend per share by around 4% every year. As announced as part of Capital Markets Day, in total, Shell targets the distribution of 30-40% of cash flow from operations through the cycle to shareholders. The Board may choose to return cash to shareholders through a combination of dividends and share buybacks.

When setting the level of shareholder distributions, the Board looks at a range of factors, including the macro environment, the earnings and cash flow of the Group, the current balance sheet, future investment, acquisition and divestment plans, and existing commitments.

Interim dividends are currently declared by the Board and paid on a quarterly basis. Shell does not currently pay a "final" dividend, which would need to be voted on by shareholders, requiring the introduction of a resolution at the AGM. This would delay the payment of the fourth quarter dividend (currently paid in late March) until after the AGM. This approach to dividend payments is not uncommon for companies distributing returns to shareholders on a quarterly basis.

Shell pays its dividend in USD, EUR or GBP fully electronically either in CREST or via interbank transfers.

The Directors have announced a fourth quarter interim dividend payable on March 25, 2024, to shareholders on the Register of Members at the close of business on February 16, 2024. The closing date for dividend currency elections was March 1, 2024 [A] and the euro and sterling equivalents announcement date was March 11, 2024.

[A] A different dividend currency election date may apply to shareholders holding shares in a securities account with a bank or financial institution ultimately through Euroclear Nederland. This may also apply to other shareholders who do not hold their shares either directly on the Register of Members or in the corporate sponsored nominee arrangement. Such shareholders can contact their broker, financial intermediary, bank or financial institution for the election deadline that applies.

2023 Viability Statement and Going Concern Statement

The "Strategic Report" includes information about Shell's strategy, financial condition, cash flows and liquidity, as well as the factors, including the principal risks, likely to affect Shell's future development. It also describes Shell's business model, including competitive advantages and key strengths. The Directors assess Shell's prospects both at an operating and strategic level, each involving different time horizons. To this end, the Directors assess Shell's portfolio and strategy against a wide range of outlooks, including assessing the potential impacts of various possible energy transition pathways and scenarios for changes in societal expectations in relation to climate change. Shell recognises in its strategy that the world is transitioning to a low-carbon energy system.

The "Risk factors" section provides an overview of the principal risks Shell is exposed to in its operations. We have assessed which scenarios linked to the principal risks could lead to a severe but possible outcome. Consideration was given to the climate change and energy transition risk, however the associated material impacts are of a longer-term nature, outside the three-year viability statement period. Therefore, it was not assessed as a stress case scenario for the viability statement. However, it is worth noting that key assumptions that underpin the amounts recognised in the Consolidated Balance Sheet, such as future oil and gas prices, discount rates, future costs of decommissioning and restoration, and tax rates, all go well beyond three years and do take climate change and energy transition into account.

Scenarios and risks

Conclusion

Taking account of Shell's position and principal risks at December 31, 2023, the Directors have a reasonable expectation that Shell will be able to continue in operation and meet its liabilities as they fall due over its three-year operating plan period.

Going Concern

In assessing the appropriateness of the going concern assumption over the period to March 31, 2025 (the "going concern period"), management have stress-tested Shell's most recent financial projections to incorporate a range of potential future outcomes by considering Shell's principal risks, further potential downside pressures on commodity prices and cash preservation measures, including reduced future capital expenditure and shareholder distributions. This assessment confirmed that Shell has adequate cash, other liquid resources and undrawn credit facilities to enable it to meet its obligations as they fall due in order to continue its operations during the going concern period. Therefore, the Directors consider it appropriate to continue to adopt the going concern basis of accounting in preparing the audited Consolidated Financial Statements. See Note 1 to the "Consolidated Financial Statements".

Non-Financial and Sustainability Information Statement

The table below forms part of the Strategic Report and constitutes Shell's Non-Financial and Sustainability Information Statement, produced to comply with sections 414CA and 414CB of the Companies Act 2006 (as amended by The Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022).

Repurchases of shares

As announced as part of Capital Markets Day, Shell targets the distribution of 30-40% of our cash flow from operations through the cycle to shareholders. The Board may choose to return cash to shareholders through a combination of dividends and share buybacks. For all share buyback programmes mentioned below, Shell entered into irrevocable, non-discretionary arrangements with a broker in order to reduce the issued share capital of the Company.

On October 27, 2022, under shareholder authorities granted at the 2022 AGM, Shell announced the commencement of a $4 billion share buyback programme which was completed on January 27, 2023. On February 2, 2023, Shell announced the commencement of a share buyback programme of a further $4 billion which was completed on April 28, 2023; and on May 4, 2023, Shell announced the commencement of a share buyback programme of a further $4 billion which was completed on July 21, 2023.

At the May 23, 2023, AGM, shareholders granted the Company the authority to repurchase (i) up to 692 million ordinary shares "on-market" (excluding any treasury shares), less any "off-market" purchases made under the authority in (ii); and (ii) up to 692 million ordinary shares off-market (excluding any treasury shares), less any on-market purchases made under the authority in (i). The authorities for both on-market and off-market purchases will expire at the earlier of the close of business on August 22, 2024, and the end of the AGM of the Company to be held in 2024. On July 27, 2023, Shell announced the commencement of a $3 billion share buyback programme which was completed on October 27, 2023; on November 2, 2023, Shell announced the commencement of a $3.5 billion share buyback programme which was completed on January 26, 2024; and on February 1, 2024, Shell announced the commencement of a share buyback programme of a further $3.5 billion which is expected to be completed by April 26, 2024. This means that, as at close of February 19, 2024, 465 million further shares could still be repurchased under the current AGM authorities.

More information, including the number and nominal value of the shares repurchased in 2023, can be found in Note 26 to the "Consolidated Financial Statements".

The Board continues to regard the ability to repurchase issued shares in suitable circumstances as an important part of Shell's financial management. New resolutions will be proposed at the 2024 AGM to renew the authority for the Company to purchase its own share capital, up to specified limits, for a further year. These proposals will be described in more detail in the 2024 Notice of Annual General Meeting.

Board of Directors

The names of the Directors who held office during the year can be found in the section "The Board". Information on the Directors who are seeking reappointment is included in the Notice of Annual General Meeting.

Disclosures required under Listing Rule 9.8.6 as at 31 December 2023

In accordance with Listing Rule 9.8.6R(10), the gender identity and ethnicity data of the Board and executive management (which includes the Company Secretary, as required by Listing Rule 9.8.6R) in the format prescribed by Listing Rule 9 Annex 2 are set out in the below table. Questionnaires are routinely circulated to the Board and Executive Committee members at the end of each financial year, requesting certain declarations and confirmations. For the purposes of Listing Rule 9.8.6, the Board and Executive Committee were asked to confirm as part of this annual questionnaire with which of the below categories they identify.

The Board met each of the Listing Rules and FTSE Women Leaders Review targets of maintaining a minimum of 40% female representation on the Board. The Company meets the targets set out in Listing Rule 9.8.6 R(9) as the Board was 41.7% female. The CFO and a senior position on the Board is a woman, and the Board has three Directors from minority ethnic backgrounds.

Qualifying third-party indemnities

The Company has entered into a Deed of Indemnity (Deed) with each Director of the Company who served during the year. The terms of each of these Deeds are identical and they reflect the statutory provisions on indemnities contained in the Companies Act 2006 (CA 2006). Under the terms of each Deed, the Company has agreed to indemnify the Director, to the fullest extent permitted by the CA 2006, against any loss, liability or damage, howsoever caused (including in respect of a Director's own negligence), suffered or incurred by a Director in respect of their acts or omissions while or in the course of acting as a Director or employee of the Company, any associated company or affiliate (within the meaning of the CA 2006). In addition, the Company shall lend funds to Directors as required to meet reasonable costs and expenses incurred or to be incurred by them in defending any criminal or civil proceedings brought against them in their capacity as a Director or employee of the Company, associated company or affiliate, or, in connection with certain applications brought under the CA 2006. The provisions in the Company's Articles of Association (Articles) relating to arbitration and exclusive jurisdiction are incorporated, mutatis mutandis, into the Deeds entered into by each Director and the Company.

The Company has provided both indemnities and Directors' and Officers' insurance to the Directors in connection with the performance of their responsibilities. Copies of these indemnities and the Directors' and Officers' insurance policies are open to inspection. A copy of the form of these indemnities are filed with the US Securities and Exchange Commission.

Related party transactions

Other than disclosures given in Notes 13 and 33 to the "Consolidated Financial Statements", there were no transactions or proposed transactions that were material to either the Company or any related party. Nor were there any transactions with any related party that were unusual in their nature or conditions.

Political contributions

No payments were made by Shell companies to political parties, organisations or their representatives during the year. Shell USA, Inc. administers the non-partisan Shell USA, Inc. Employees' Political Awareness Committee (SEPAC), a political action committee registered with the US Federal Election Commission. Eligible employees may make voluntary personal contributions to the SEPAC. All employees' contributions comply with federal and state law and are publicly reported in accordance with US election laws. Shell USA, Inc. does not exercise control over SEPAC's funding decisions.

Recent developments and post-balance sheet events

See Note 35 to the "Consolidated Financial Statements".

Share capital

The Company's issued share capital at December 31, 2023, is set out in Note 26 to the "Consolidated Financial Statements". The percentage of the total issued share capital is given below.

Transfer of securities

There are no restrictions on transfer or limitations on the holding of the ordinary shares other than under the Articles, restrictions imposed by law or regulation (for example, insider trading laws) or pursuant to the Company's Share Dealing Code.

Share ownership trusts and trust-like entities

Shell has three primary employee share ownership trusts and trust-like entities: a Dutch foundation (stichting) and two US Rabbi Trusts. The shares held by the Dutch foundation are voted by its Board and the shares in the US Rabbi Trusts are voted by the Voting Trustee, Newport Trust Company. Both the Board of the Dutch foundation and the Voting Trustee are independent of Shell.

The UK Shell All Employee Share Ownership Plan has a separate related share ownership trust. Shares held by the trust are voted by its trustee, Computershare Trustees Limited, as directed by the participants.

Auditor

A resolution relating to the appointment of Ernst & Young LLP as auditor for the financial year 2024 will be proposed at the 2024 AGM.

Annual General Meeting

The AGM will be held on May 21, 2024, at the InterContinental London – The O2, 1 Waterview Drive, Greenwich Peninsula, London SE10 0TW, United Kingdom. The Notice of Annual General Meeting will include details of the business to be put to shareholders at the AGM.

Conflicts of interest

In accordance with the Act and the Company's Articles, the Board may authorise any matter that otherwise may involve any Directors breaching their duty to avoid conflicts of interest. The Board has adopted a procedure to address these requirements. Detailed conflict of interest questionnaires are reviewed by the Board and, if considered appropriate, authorised. Conflicts of interest as well as any gifts and hospitality received by and provided by Directors are kept under review by the Board. Further information relating to conflicts of interest can be found in the Articles, available on the Shell website.

Significant commitments of the Chair

The Chair's other significant commitments are given in his biography in the section "The Board".

Shell General Business Principles

The Shell General Business Principles define how Shell subsidiaries are expected to conduct their affairs and are underpinned by the Shell core values of honesty, integrity and respect for people. These principles include, among other things, Shell's commitment to support fundamental human rights in line with the legitimate role of business and to contribute to sustainable development. They are designed to mitigate the risk of damage to our business reputation and to prevent violations of local and international legislation. They can be found at shell.com/sgbp.

Shell Code of Conduct

Directors, officers, employees and contract staff are required to comply with the Shell Code of Conduct, which instructs them on how to behave in line with the Shell General Business Principles. This Code clarifies the basic rules and standards they are expected to follow and the behaviour expected of them. These individuals must also complete mandatory Code of Conduct training.

Designated individuals are required to complete additional mandatory training on antitrust and competition laws, anti-bribery, anti-corruption and anti-money laundering laws, financial crime, data protection laws and trade compliance requirements.

Code of Ethics

Executive Directors and Senior Financial Officers of Shell must also comply with the Code of Ethics. This Code is specifically intended to meet the requirements of Section 406 of the Sarbanes-Oxley Act. It can be found at shell.com/codeofethics.

Malus and Clawback Policy

In compliance with new US SEC rules, the REMCO adopted a Malus and clawback policy for Executive Directors and other Executive Committee members in 2023.

Independent professional advice

All Directors may seek independent professional advice in connection with their role as a Director. All Directors have access to the advice and services of the Company Secretary. The Company has provided both indemnities and Directors' and Officers' insurance to the Directors in connection with the performance of their responsibilities. Copies of these indemnities and the Directors' and Officers' insurance policies are open to inspection. A copy of the form of these indemnities has been previously filed with the US Securities and Exchange Commission.

Results presentations and analysts' meetings

The planned dates of the quarterly, half-yearly and annual results presentations, as well as all major analysts' meetings, are announced in advance on the Shell website and through a regulatory release.

Generally, presentations are broadcast live via webcast and teleconference. Other meetings with analysts or investors are not normally announced in advance, nor can they be followed remotely by webcast or any other means. Procedures are in place to ensure that discussions in such meetings are always limited to non-material information or information already in the public domain.

Results and meeting presentations can be found at shell.com/investor. This is in line with the requirement to ensure that all shareholders and other parties in the financial market have equal and simultaneous access to information that may influence the price of the Company's securities.

Risk management and controls

The Board is responsible for establishing and maintaining procedures to manage risk, overseeing the internal control framework, and determining the nature and extent of the principal risks that Shell is willing to take in order to achieve its long-term strategic objectives.

In 2023, we introduced the Shell Performance Framework to enhance the control framework in which Shell operates. This new framework, as shown in the diagram below, retains the core strengths of the previous Shell Control Framework, including the Shell General Business Principles, Code of Conduct and risk management fundamentals. However, the Shell Performance Framework also emphasises the value of using a holistic or "whole systems" approach to business activities along with the role that culture plays in achieving Shell's objectives.

Risk management

As outlined above, risk management is a key component of the Improvement Cycle, which emphasises its integration with performance, learning and improvement.

Risk identification

We identify and define risks across the spectrum of strategic, operational and conduct and culture risks. With strategic risks, we consider current and future portfolio issues, examining parameters such as country concentration or exposure to higher-risk countries. We also consider long-range developments in order to test key assumptions or beliefs in relation to energy markets. When assessing operational risks, we consider material operational exposures across Shell's entire value chain which provide a more granular assessment of key risks facing the organisation. Through conduct and culture risks, we consider how our policies and practices align with our purpose, core values and desired mindset and behaviours.

These perspectives help us to maintain a comprehensive view of the different types of risks we face and the different time horizons in which they may affect us.

Risk assessment

To further understand the risks we face, we evaluate the impact and likelihood of each risk.

When assessing the potential impact of a risk, we consider the possible financial consequences. We also look at the impacts on our reputation, our ability to comply with external regulations and impacts on health, safety and the environment.

When assessing the likelihood of a risk occurring, we consider several factors, such as the level of risk exposure, our ability to prevent the risk happening and whether the risk has materialised in the past.

To support risk assessments, we also seek to establish and articulate our risk appetite, which is the level of risk that we are willing to accept in pursuit of Shell's strategy and objectives. There are risks that Shell accepts, or does not seek to fully mitigate. The financial framework, which shapes Shell's financial resilience, sets an overarching boundary condition for risk appetite.

The impact and likelihood assessments, combined with risk appetite, determine the type of risk responses, such as controls and assurance activities, that may be required to manage each risk. The impact and likelihood assessments also help us to prioritise risks.

Risk response

Risk responses, including appropriate processes and controls, are developed taking into account the requirements and guidance in, among others, the Shell General Business Principles and the Code of Conduct as well as our Group Standards, which establish the mandatory rules that need to be followed on specific risks. We use assurance activities to objectively assess the effectiveness of, and to improve, our risk management activities.

Emerging risks

Management and the Board also consider emerging risks, defined as risks where the scope, impact and likelihood are still uncertain, but which could have a significant effect on achieving Shell's strategy and objectives in the future. These risks are identified through the monitoring of external developments, the status of risk indicators, learnings from incidents and assurance findings, and the appraisal of Shell's forward-looking plans. Once identified, we undertake activities to monitor, prepare for and reduce the future impact, where possible, should such emerging risks materialise.

In 2023, management and the Board identified Artificial Intelligence as an emerging risk, given the evolving regulatory landscape associated with this technology and its potential impacts, for example, on cyber intrusion and data protection.

Board review of principal and emerging risks

The Board confirms it has carried out a robust assessment of Shell's principal risks, including a robust process for identifying, evaluating and managing these principal risks. The Board also confirms it has carried out a robust assessment of Shell's emerging risks. These assessments have been in place throughout 2023 and up to the date of this Report, are reviewed by the Board and accord with the Financial Reporting Council guidance on risk management, internal control and related financial and business reporting.

Review of the effectiveness of the system of risk management and internal control

The Board has delegated authority to the Audit and Risk Committee (ARC) to assist it in fulfilling its responsibilities in relation to the effectiveness of the risk management and internal control system, the integrity of financial reporting, and consideration of compliance matters.

The ARC receives regular reports from the Chief Internal Auditor on notable internal audits and those with a significant impact on the effectiveness of controls. The ARC reviews significant incidents involving financial, operational and compliance controls and receives regular reports on business integrity issues. The ARC also requests updates on specific financial, operational and compliance control issues throughout the year. It is helped with its monitoring and review responsibilities by the reports of:

• the Executive Vice President Controller;
• the Chief Internal Auditor;
• the External Auditors;
• the Chairs of the Disclosure Committee and the Financial Reporting Control Committee; and
• the Chief Ethics and Compliance Officer;
• as well as summaries of the Annual Proved Reserves Disclosure.

The Chair of the ARC provides regular updates to the Board after each of its meetings. These updates cover, among other matters, the respective aspects of controls that it monitors in accordance with its Terms of Reference. During and after such sessions, the Board has the opportunity to request further information and ask clarifying questions. The Board also receives the approved minutes of the ARC. This helps the Board with its ongoing monitoring and annual review of material controls.

The Executive Committee and the ARC conduct an annual review of the effectiveness of the system of risk management and internal control. This is based on their own insights and experience during the year, the outcomes of the Group-level risk reviews and the Group Assurance Letter process. As part of the latter, each Executive Director conducts a structured internal assessment of compliance with legal and ethical requirements and the Shell Performance Framework.

As part of their annual review, the Executive Committee and ARC also consider input from the Chief Internal Auditor, Chief Ethics and Compliance Officer, Executive Vice President Controller and the External Auditor. The Board reviews and discusses the insights and conclusions from this annual assessment.

The Board confirms that it has conducted its annual review of the effectiveness of Shell's system of risk management and internal control in respect of 2023, and that this review covered all material controls, including financial, operational and compliance controls.

Management's evaluation of disclosure controls and procedures of Shell

Shell's management, including the CEO and CFO, have evaluated the effectiveness of Shell's disclosure controls and procedures at December 31, 2023. Based on that evaluation, they concluded that Shell's disclosure controls and procedures are effective.

Management's report on internal control over financial reporting of Shell

Management, including the CEO and CFO, is responsible for establishing and maintaining adequate internal control over Shell's financial reporting and the preparation of the "Consolidated Financial Statements".

Management conducted an evaluation of the effectiveness of Shell's internal control over financial reporting and the preparation of the "Consolidated Financial Statements" based on the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). On the basis of this evaluation, management concluded that, at December 31, 2023, the Company's internal control over financial reporting and the preparation of the "Consolidated Financial Statements" was effective.

Changes in internal control over financial reporting

There has not been any change in the internal control over financial reporting of Shell that occurred during the period covered by this Report that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of Shell.

Material financial information of the Royal Dutch Shell Dividend Access Trust is included in the "Consolidated Financial Statements" and is therefore subject to the same controls and procedures.

Articles of Association

The Company's Articles were adopted on May 23, 2023. The Articles may only be amended by a special resolution of the shareholders in a general meeting. A full version of the Company's Articles can be found at shell.com/investors.

Management and Directors

The Company has a single-tier Board of Directors headed by a Chair, with management led by a CEO. See "The Board of Shell plc" and Executive Committee.

Directors' shareholding qualification

While the Articles do not require Directors to hold shares in the Company, the REMCO believes that Executive Directors should align their interests with those of shareholders by holding shares in the Company. The CEO is expected to build up a shareholding of seven times base salary over five years from appointment and the CFO is expected to build up a shareholding of five times base salary over the same period. In the event that another Executive Director joins the Board, the REMCO will determine their shareholding requirement, which will not be less than 200% of their base salary.

Executive Directors will be required to maintain their requirement (or existing shareholding if less than the guideline) for a period of two years post employment. Non-executive Directors are encouraged to hold shares with a value equivalent to 100% of their base fee and to maintain that holding during their tenure.

Appointment and retirement of Directors

The Company's Articles, the Corporate Governance Code and the Companies Act 2006 govern the appointment and retirement of Directors. Board membership and biographical details of the Directors are provided in the section "The Board". However, Directors follow the direction laid out in the Code and stand for re-election annually.

On March 2, 2023, Cyrus Taraporevala joined the Board as a Non-executive Director.

On March 13, 2023, Sir Charles Roxburgh and Leena Srivastava joined the Board as Non-executive Directors.

On May 23, 2023, at the conclusion of the AGM, both Euleen Goh and Martina Hund-Mejean stepped down from the Board as Non-executive Directors. They served on the Board for almost nine years and three years respectively.

Rights attaching to shares

The full rights attaching to shares are set out in the Company's Articles. The Company can issue shares with any rights or restrictions attached to them as long as this is not restricted by any rights attached to existing shares. These rights or restrictions can be decided either by an ordinary resolution passed by the shareholders or by the Board as long as there is no conflict with any resolution passed by the shareholders.

Voting

Currently, the voting rights of each ordinary share carry one vote at a general meeting of the Company.

Change of control

There are no provisions in the Articles that would delay, defer or prevent a change of control.

Directors' responsibilities in respect of the preparation of the Annual Report and Accounts

The Directors are responsible for preparing the Annual Report, including the financial statements, in accordance with applicable laws and regulations. These require the Directors to prepare financial statements for each financial year. As such, the Directors have prepared the (i) Consolidated Financial Statements in accordance with international accounting standards in conformity with the requirements of the UK Companies Act 2006, and therefore in accordance with UK-adopted international accounting standards; and (ii) Parent Company Financial Statements in accordance with international accounting standards in conformity with the requirements of the UK Companies Act 2006. In preparing these financial statements, the Directors have also elected to comply with IFRS as issued by the International Accounting Standards Board (IASB). The Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of Shell and the Company and of the profit or loss of Shell and the Company for that period. In preparing these financial statements, the Directors are required to:

• adopt the going concern basis unless it is inappropriate to do so;
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent; and
• state whether international accounting standards in conformity with the requirements of the UK Companies Act 2006, UK-adopted international accounting standards and International Financial Reporting Standards as issued by the IASB have been followed.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the transactions of Shell and the Parent Company and disclose with reasonable accuracy, at any time, the financial position of Shell and the Parent Company and to enable them to ensure that the financial statements comply with the UK Companies Act 2006 and, as regards the Consolidated Financial Statements are in accordance with UK-adopted international accounting standards. The Directors are also responsible for safeguarding the assets of Shell and the Parent Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Each of the Directors, whose names and functions can be found in the section "The Board", confirms that, to the best of their knowledge:

• the financial statements, which have been prepared in accordance with international accounting standards in conformity with the requirements of the UK Companies Act 2006, and therefore in accordance with UK-adopted international accounting standards and International Financial Reporting Standards as issued by the IASB, give a true and fair view of the assets, liabilities, financial position and profit of Shell and the Company; and
• the Management Report includes a fair review of the development and performance of the business and the position of Shell, together with a description of the principal risks and uncertainties that it faces.

Furthermore, so far as each of the Directors is aware, there is no relevant audit information of which the auditors are unaware, and each of the Directors has taken all the steps that ought to have been taken in order to become aware of any relevant audit information and to establish that the auditors are aware of that information.

The Directors consider that the Annual Report, including the financial statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess Shell's position and performance, business model and strategy.

The Directors consider it appropriate to continue to adopt the going concern basis of accounting in preparing the financial statements.

The Directors are responsible for the maintenance and integrity of the Shell website (shell.com). Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Signed on behalf of the Board

/s/ Caroline J.M. Omloo

Caroline J.M. Omloo

Company Secretary
March 13, 2024