SHELL PLC (Exact name of registrant as specified in its charter)

SHELL INTERNATIONAL FINANCE B.V. (Exact name of registrant as specified in its charter)

SHELL FINANCE US INC. (Exact name of registrant as specified in its charter)

England and Wales (State or other jurisdiction of incorporation or organization)	the Netherlands (State or other jurisdiction of incorporation or organization)	Delaware (State or other jurisdiction of incorporation or organization)
Not Applicable (I.R.S. Employer Identification Number)   Shell Centre London, SE1 7NA United Kingdom +44 20 7934 1234 (Address and telephone number of Registrant’s principal executive offices)	Not Applicable (I.R.S. Employer Identification Number)   Carel van Bylandtlaan 30 2596 HR The Hague the Netherlands (011 31 70) 377 9111 (Address and telephone number of Registrant’s principal executive offices)	93-4449519 (I.R.S. Employer Identification Number)   150 N. Dairy Ashford Houston, Texas 77079 United States of America +1-(832) 337-2000) (Address and telephone number of Registrant’s principal executive offices)

Mr. Donald J. Puglisi Managing Director Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 1-302-738-6680 (Name, address, and telephone number of agent for service for Shell plc and Shell International Finance B.V.)

The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 1-302-658-7581 (Name, address, and telephone number of agent for service for Shell Finance US Inc.)

Andrew J. Pitts, Esq. Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, NY 10019 +1 (212) 474-1000

Justin Salon, Esq. Morrison & Foerster LLP 2100 L Street, NW Washington, DC 20037 +1 (202) 887-8785

ABOUT THIS PROSPECTUS	2
SHELL PLC	3
SHELL INTERNATIONAL FINANCE B.V.	3
SHELL FINANCE US INC.	3
RISK FACTORS	4
FORWARD-LOOKING STATEMENTS	7
WHERE YOU CAN FIND MORE INFORMATION	9
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES	11
USE OF PROCEEDS	13
CAPITALIZATION AND INDEBTEDNESS	14
LEGAL OWNERSHIP	15
DESCRIPTION OF DEBT SECURITIES	17
DESCRIPTION OF SHELL WARRANTS	29
DESCRIPTION OF SHELL ORDINARY SHARES	32
DESCRIPTION OF AMERICAN DEPOSITARY SHARES	41
CLEARANCE AND SETTLEMENT	48
TAXATION	53
PLAN OF DISTRIBUTION	71
EXCHANGE CONTROLS	73
LIMITATIONS ON RIGHTS TO OWN SECURITIES	73
LEGAL MATTERS	73
EXPERTS	73

●

price fluctuations in crude oil and natural gas;

●

changes in demand for the Shell Group’s products;

●

currency fluctuations;

●

drilling and production results;

●

reserves estimates;

●

loss of market share and industry competition;

●

environmental and physical risks;

●

risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions;

●

the risk of doing business in developing countries and countries subject to international sanctions;

●

legislative, judicial, fiscal and regulatory developments including regulatory measures addressing climate change;

●

economic and financial market conditions in various countries and regions;

●

political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs;

●

risks associated with the impact of pandemics, such as the COVID-19 (coronavirus) outbreak; and

●

changes in trading conditions.

●

Annual Report on Form 20-F of Shell for the fiscal year ended December 31, 2022, as furnished with the SEC on March 9, 2023 (File No. 001-32575) (the “2022 20-F”);

●

Report on Form 6-K of Shell furnished with the SEC on May 4, 2023, containing the unaudited condensed interim financial report of Shell and its consolidated subsidiaries for the three-month period ended March 31, 2023 (File No. 001-32575);

●

Report on Form 6-K of Shell furnished with the SEC on July 27, 2023, containing the unaudited condensed interim financial report of Shell and its consolidated subsidiaries for the three- and six-month periods ended June 30, 2023 (File No. 001-32575);

●

Report on Form 6-K of Shell furnished with the SEC on November 2, 2023, containing the unaudited condensed interim financial report of Shell and its consolidated subsidiaries for the three- and nine-month periods ended September 30, 2023 (File No. 001-32575);

●

Reports on Form 6-K of Shell filed with the SEC pursuant to Section 13(a) or Section 15(d) of the Exchange Act since the end of the fiscal year covered by the 2022 20-F; and

●

the description of our share capital contained in the Report on Form 8-A12B of Shell filed with the SEC on January 25, 2022 (File No. 001-32575) (the “Capital Stock Form 8-A”) and any amendment or reports filed for the purpose of updating such description.

●

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

●

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable document, which disclosures are not necessarily reflected in the document;

●

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

●

were made only as of the date of the applicable document or such other date or dates as may be specified in the document and are subject to more recent developments.

●

the relevant U.S. court did not have jurisdiction under English rules of private international law to give the judgment;

●

the judgment was not final and conclusive on the merits. A foreign judgment which could be abrogated or varied by the court which pronounced it is not a final judgment. However, a judgment will be treated as final and conclusive even though it is subject to an appeal or if an appeal is actually pending, although in such a case a stay of execution in England and Wales may be ordered pending such an appeal. The foreign judgment will be treated as non-final and thus non-enforceable in England and Wales if execution in the foreign jurisdiction is stayed pending appeal. If the judgment is given by a court of a law district forming part of a larger federal system such as in the U.S., the finality and conclusiveness of the judgment in the law district where it was given alone are relevant in England and Wales. Its finality and conclusiveness in other parts of the federal system are irrelevant;

●

the judgment is not for a definite sum of money or is for a sum payable in respect of taxes or other charges of a like nature or in respect of a fine or other penalty or otherwise based on a U.S. law that an English court considers to be a penal, revenue or other public law;

●

the enforcement of such judgment would contravene public policy in England and Wales;

●

the enforcement of the judgment is prohibited by statute (for example, section 5 of the U.K. Protection of Trading Interests Act 1980 prohibits the enforcement of foreign judgments for multiple damages and other foreign judgments specified by statutory instrument concerned with restrictive trade practices. A judgment for multiple damages is defined as a judgment for an amount arrived at by doubling, trebling or otherwise multiplying a sum assessed as compensation for the loss or damage sustained by the judgment creditor);

●

the English proceedings were not commenced within the relevant limitation period;

●

before the date on which the U.S. court gave judgment, a judgment has been given in proceedings between the same parties or their privies in a court in the U.K. or in an overseas court which the English court will recognize;

●

the judgment has been obtained by fraud (on either the part of the party in whose favor judgment was given or on the part of the court pronouncing the judgment) or in proceedings in which the principles of natural justice were breached;

●

the bringing of proceedings in the relevant U.S. court was contrary to an agreement under which the dispute in question was to be settled otherwise than by proceedings in the U.S. courts (to whose jurisdiction the judgment debtor did not submit by counterclaim or otherwise); or

●

an order has been made and remains effective under section 9 of the U.K. Foreign Judgments (Reciprocal Enforcement) Act 1933 applying that section to U.S. courts including the relevant U.S. court.

●

how it handles securities payments and notices;

●

whether it imposes fees or charges;

●

how it would handle voting if it were ever required;

●

whether and how you can instruct it to send you securities registered in your own name so you can be a direct holder as described below; and

●

how it would pursue rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests.

●

You cannot get securities registered in your own name.

●

You cannot receive physical certificates for your interest in the securities.

●

You will be a street name holder and must look to your own bank or broker for payments on the securities and protection of your legal rights relating to the securities, as explained above under “— Street Name and Other Indirect Holders”.

●

You may not be able to sell interests in the securities to institutions that are required by law to own their securities in the form of physical certificates.

●

The depositary’s policies will govern payments, transfers, exchange and other matters relating to your interest in the global security. We and the trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in the global security. We and the trustee also do not supervise the depositary in any way.

●

The depositary will require that interests in a global security be purchased or sold within its system using same-day funds. By contrast, payment for purchases and sales in the market for corporate bonds and other securities is generally made in next-day funds. The difference could have some effect on how interests in global securities trade, but we do not know what that effect will be.

●

When the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary.

●

When an event of default on the securities has occurred and has not been cured. Defaults on debt securities are discussed below under “Description of Debt Securities — Provisions Applicable to Each Indenture — Events of Default”.

●

If we determine not to have the securities represented by a global security.

●

whether the debt securities will be senior or subordinated debt securities;

●

whether Shell, Shell Finance or Shell Finance US will be the issuer of the debt securities;

●

any stock exchange on which debt securities will be listed;

●

the title of the debt securities;

●

the total principal amount of the debt securities of the series offered and any limit on the future issuance of additional securities of that series;

●

whether the debt securities will be issued in individual certificates to each holder or in the form of temporary or permanent global securities held by a depositary on behalf of holders;

●

the date or dates on which the principal of and any premium on the debt securities will be payable;

●

any interest rate, which may be fixed or variable, the date from which interest will accrue, interest payment dates and record dates for interest payments;

●

any right to extend or defer the interest payment periods and the duration of the extension;

●

any mandatory or optional sinking funds or analogous provisions or provisions for redemption at the option of the holder;

●

whether and under what circumstances any additional amounts with respect to the debt securities will be payable;

●

the place or places where payments on the debt securities will be payable;

●

any provisions for optional redemption or early repayment, including conditions precedent for such optional redemption;

●

any provisions that would require the redemption, repurchase or repayment of debt securities;

●

whether payments on the debt securities will be payable in currency or currency units or another form and whether payments will be payable by reference to any index or formula;

●

the portion of the principal amount of debt securities that will be payable if the maturity is accelerated, if other than the entire principal amount;

●

any additional means of defeasance of the debt securities, any additional conditions or limitations to defeasance of the debt securities or any changes to those conditions or limitations;

●

any changes or additions to the events of default or covenants described in this prospectus;

●

any restrictions or other provisions relating to the transfer or exchange of debt securities;

●

any terms for the mandatory or optional conversion or exchange of the debt securities;

●

with respect to the subordinated indenture, any changes to the subordination provisions for the subordinated debt securities described in this prospectus;

●

the currency of payment and the denominations in which the debt securities will be issuable; and

●

any other terms of the debt securities not inconsistent with the applicable indenture.

●

it is the continuing entity; or

●

if it is not the continuing entity, (i) the resulting entity or transferee assumes the performance of its covenants and obligations under the indentures and, in the case of Shell, Shell Finance or Shell Finance US as issuer, the due and punctual payments on the debt securities or, in the case of Shell with respect to the debt securities of Shell Finance and Shell Finance US, the performance of the related guarantees, (ii) in the case of debt securities of Shell Finance, the resulting entity or transferee shall be a U.S., U.K. or Dutch entity, or the country in which it is organized shall be a member of the Organization for Economic Cooperation and Development (or any successor) and (iii) in the case of debt securities of Shell Finance US, the resulting entity or transferee shall be a U.S. entity; provided that, in the case of debt securities of Shell Finance, the resulting entity or transferee is not required to be a U.S., U.K. or Dutch entity, or the country in which it is organized is not required to be a member of the Organization for Economic Cooperation and Development (or any successor) and, in the case of debt securities of Shell Finance US, the resulting entity or transferee is not required to be a U.S. entity, in each case, if the resulting entity or transferee agrees in the supplemental indenture to be bound by a covenant comparable to that described under “— Payment of Additional Amounts” below with respect to taxes imposed in its jurisdiction of residence.

●

failure to pay interest or any additional amounts on that series of debt securities for 30 days when due;

●

failure to pay principal of or any premium on that series of debt securities for 14 days when due;

●

failure to redeem or purchase debt securities of that series for 14 days when required;

●

failure to comply with any covenant or agreement in that series of debt securities for 90 days after written notice by the trustee or by the holders of at least 25% in principal amount of the outstanding debt securities issued under that indenture that are affected by that failure;

●

specified events involving bankruptcy, insolvency or reorganization of Shell, with respect to Shell Finance’s debt securities, Shell or Shell Finance and, with respect to Shell Finance US’s debt securities, Shell or Shell Finance US; and

●

any other event of default provided for that series of debt securities in the applicable prospectus supplement.

●

the holder gives the trustee written notice of a continuing event of default for that series;

●

the holders of at least 25% in principal amount of the outstanding debt securities of that series make a written request to the trustee to pursue the remedy;

●

the holders offer to the trustee indemnity satisfactory to the trustee;

●

the trustee fails to act for a period of 60 days after receipt of the request and offer of indemnity; and

●

during that 60-day period, the holders of a majority in principal amount of the debt securities of that series do not give the trustee a direction inconsistent with the request.

●

conducting any proceeding for any remedy available to the trustee; and

●

exercising any trust or power conferred on the trustee relating to or arising as a result of an event of default.

●

reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver;

●

reduce the rate of or change the time for payment of interest on the debt security;

●

reduce the principal of the debt security or change its stated maturity;

●

reduce any premium payable on the redemption of the debt security or change the time at which the debt security may or must be redeemed;

●

change any obligation to pay additional amounts on the debt security;

●

make payments on or with respect to the debt security payable in currency other than as originally stated in the debt security, except as permitted under “Redenomination” below;

●

impair the holder’s right to institute suit for the enforcement of any payment on or with respect to the debt security;

●

make any change in the percentage of principal amount of debt securities necessary to waive compliance with certain provisions of the indenture or to make any change in the provision related to modification;

●

with respect to the subordinated indentures, modify the provisions relating to the subordination of any subordinated debt security in a manner adverse to the rights of holder of that security in any material respect; or

●

waive a continuing default or event of default regarding any payment on or with respect to the debt securities.

●

to cure any ambiguity, omission, defect or inconsistency;

●

to comply with the sections of the indenture governing when Shell, Shell Finance or Shell Finance US may merge (or consummate a similar transaction), transfer their assets or substitute obligors, including any assumption of the obligations of Shell Finance or Shell Finance US under any series of debt securities by Shell or any other subsidiary of Shell or any Voluntary Assumption;

●

to provide for uncertificated debt securities in addition to or in place of certificated debt securities; provided, however, that the uncertificated debt securities are issued in a registered form for purposes of Section 163(f) of the Code (as defined in “Taxation — U.S. Taxation”) or in such a manner that such uncertificated debt securities are described in Section 163(f)(2)(B) of the Code;

●

to provide any security for, any guarantees of or any additional obligors on any series of debt securities or, with respect to the senior indenture, the related guarantees;

●

to comply with any requirement to effect or maintain the qualification of that indenture under the Trust Indenture Act of 1939, as amended;

●

to add covenants that would benefit the holders of any debt securities or to surrender any rights Shell or, with respect to the Shell Finance indentures, Shell or Shell Finance or, with respect to the Shell Finance US indentures, Shell or Shell Finance US has under the indenture;

●

to add events of default with respect to any debt securities;

●

to establish the form or terms of securities of any series as permitted by the indenture;

●

to supplement any of the provisions of the indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of securities pursuant to the indenture; provided, however, that any such action shall not adversely affect the interest of the holders of securities of such series or any other series of securities in any material respect;

●

to provide for the appointment of a successor trustee with respect of the securities of one or more series or to provide for the administration of the trusts under the indenture by more than one trustee; and

●

to make any change that does not adversely affect the rights of holders of any outstanding debt securities of any series issued under that indenture.

●

Shell and, with respect to the Shell Finance indentures, Shell and Shell Finance and, with respect to the Shell Finance US indentures, Shell and Shell Finance US will be discharged from its or their obligations with respect to the debt securities of that series and, if applicable, the related guarantees (“legal defeasance”); or

●

Shell and, with respect to the Shell Finance indentures, Shell and Shell Finance and, with respect to the Shell Finance US indentures, Shell and Shell Finance US will no longer have any obligation to comply with the merger covenant and other specified covenants under the applicable indenture, and the related events of default will no longer apply (“covenant defeasance”).

●

any debt security during a period beginning 15 business days prior to the mailing of the relevant notice of redemption or repurchase and ending on the close of business on the day of mailing of such notice; or

●

any debt security that has been called for redemption in whole or in part, except the unredeemed portion of any debt security being redeemed in part.

●

Shell, in the case of debt securities issued by Shell Finance, Shell or Shell Finance, or, in the case of debt securities issued by Shell Finance US, Shell, would be required to pay additional amounts as described later under “Payment of Additional Amounts”; or

●

Shell or any of its subsidiaries would have to deduct or withhold tax on any payment to any of the issuers to enable them to make a payment of principal or interest on a debt security.

(i)

The U.S. government or any political subdivision of the U.S. government is the entity that is imposing the tax or governmental charge.

(ii)

The tax or governmental charge is imposed only because the holder, or a fiduciary, settlor, beneficiary or member or shareholder of, or possessor of a power over, the holder, if the holder is an estate, trust, partnership or corporation, was or is connected to the taxing jurisdiction, other than by merely holding the debt security or guarantee or receiving principal or interest in respect thereof. These connections include where the holder or related party:

(a)

is or has been a citizen or resident of the jurisdiction;

(b)

is or has been engaged in trade or business in the jurisdiction; or

(c)

has or had a permanent establishment in the jurisdiction.

(iii)

The holder is a fiduciary, partnership or other entity that is not the sole beneficial owner of the payment of the principal of, or any interest on, any debt security, and the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) require the payment to be included in the income of a beneficiary or settlor for tax purposes with respect to such fiduciary, a member of such partnership or other entity, or a beneficial owner who would not have been entitled to such additional amounts had such beneficiary, settlor, member or beneficial owner been the holder of such security. The amount of the additional payments otherwise payable to such fiduciary, partnership or other entity will be reduced in proportion to the interest that the ultimate beneficial owners described in the previous sentence own in such holder.

(iv)

The tax or governmental charge is imposed due to the presentation of a debt security, if presentation is required, for payment on a date more than 30 days after the security became due or after the payment was provided for.

(v)

The tax or governmental charge is on account of an estate, inheritance, gift, sale, transfer, personal property or similar tax or other governmental charge.

(vi)

The tax or governmental charge is for a tax or governmental charge that is payable in a manner that does not involve withholdings.

(vii)

The tax or governmental charge is imposed or withheld because the holder or beneficial owner failed to make a declaration (of non-residence or other similar claim for exemption) or satisfy any information requirements that the statutes, treaties, regulations or administrative practices of the taxing jurisdiction require as a precondition to exemption from all or part of such tax or governmental charge.

(viii)

The tax or governmental charge is imposed or withheld because the holder or beneficial owner failed to comply with any request by Shell or Shell Finance to provide information about the nationality, residence or identity of the holder or beneficial owner.

(ix)

The withholding or deduction is imposed on a payment to a holder or beneficial owner who could have avoided such withholding or deduction by presenting its debt securities to another paying agent.

(i)

each series of debt securities denominated in the specified currency will be deemed to be denominated in such amount of euro as is equivalent to its denomination in the specified currency at the “Established Rate”, subject to such provisions (if any) as to rounding (and payments in respect of fractions consequent on rounding) as Shell or Shell Finance, as applicable, may decide with the approval of the trustee, and as shall be specified in the notice;

(ii)

after the Redenomination Date, all payments in respect of such series of debt securities will be made solely in euro, including payments of interest before the Redenomination Date, as though reference in the series of debt securities to the specified currency were to euro; and

(iii)

such changes may be made to the relevant indenture as Shell or Shell Finance may decide, with the approval of the trustee, as may be specified in the notice, to conform it to conventions then applicable to instruments denominated in euro or to enable the notes to be consolidated within one or more series of other notes, whether or not originally denominated in the specified currency or euro.

●

the initial offering price;

●

the currency, currency unit or composite currency in which the exercise price for the debt warrants is payable;

●

the title, aggregate principal amount, issuer and terms of the debt securities that can be purchased upon exercise of the debt warrants;

●

the title, aggregate principal amount, issuer and terms of any related debt securities with which the debt warrants are issued and the number of the debt warrants issued with each debt security;

●

if applicable, whether and when the debt warrants and the related debt securities will be separately transferable;

●

the principal amount of debt securities that can be purchased upon exercise of each debt warrant and the exercise price;

●

any provisions for changes or adjustments in the exercise price;

●

if applicable, the number of such debt warrants already outstanding;

●

the date on or after which the debt warrants may be exercised and any date or dates on which this right will expire in whole or in part;

●

if applicable, a discussion of material Dutch, U.K. and U.S. federal income tax, accounting or other considerations applicable to the debt warrants;

●

whether the debt warrants will be issued in registered or bearer form, and, if registered, where they may be transferred and registered; and

●

any other terms of the debt warrants.

●

the title and aggregate number of such equity warrants;

●

if applicable, the number of such equity warrants already outstanding;

●

the initial offering price;

●

the currency, currency unit or composite currency in which the initial price for the equity warrants is payable;

●

the currency, currency unit or composite currency in which the exercise price for the equity warrants is payable;

●

the designation and terms of the equity securities that can be purchased upon exercise of such equity warrants;

●

the total number of equity securities that can be purchased upon exercise of each such equity warrant and the exercise price;

●

any provisions for changes or adjustments in the exercise price;

●

the date or dates on or after which the equity warrants may be exercised and any date or dates on which this right will expire in whole or in part;

●

the designation and terms of any related equity securities with which such equity warrants are issued and the number of such equity warrants issued with each equity share;

●

if applicable, whether and when the equity warrants and the related equity securities will be separately transferable;

●

if applicable, a discussion of material Dutch, U.K. and U.S. federal income tax, accounting or other considerations applicable to such equity warrants; and

●

any other terms of the equity warrants, including terms, procedures and limitations relating to the exchange and exercise of such equity warrants.

(i)

consolidate and divide, all or any of our share capital into shares of a larger nominal amount than the existing shares; and

(ii)

sub-divide some or all of our shares into shares of a smaller nominal amount than the existing shares.

(i)

A share transfer form cannot be used to transfer more than one class of shares. Each class needs a separate form;

(ii)

Transfers may not be in favor of more than four joint holders; and

(iii)

The share transfer form must be properly stamped or certified or otherwise shown to our board of directors to be exempt from stamp duty and must be accompanied by the relevant share certificate and such other evidence of the right to transfer as our board of directors may reasonably require.

(i)

Registration of a transfer of uncertificated shares can be refused in the circumstances set out in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time; and

(ii)

Transfers may not be in favor of more than four joint holders.

●

directly as registered shares in uncertificated form or in certificated form in a shareholder’s name;

●

indirectly through Euroclear Nederland (in respect of which the Dutch Securities Giro Act is applicable);

●

through our Corporate Nominee Service (as defined below);

●

through another third-party nominee or intermediary company; and

●

as a direct or indirect holder of an ADS (see the “Description of American Depositary Shares” section of this prospectus).

●

be able to attend and speak at, all of our general meetings;

●

be able to give directions as to voting at all of our general meetings; and

●

be able to receive dividends via Euroclear Nederland and participate in capital events,

●

receive notices of, and be able to attend and speak at, all of our general meetings;

●

be able to give directions as to voting at all of our general meetings;

●

have made available to them and be sent, on request, copies of our annual report and accounts and all the other documents issued to shareholders by us;

●

be able to receive dividends via the Corporate Nominee Service;

●

be able to participate in capital events in the same manner as registered holders of the same class of our shares; and

●

be treated in the same manner as registered holders of the same class of our shares in respect of all other rights attaching to those shares,

●

Cash. While the depositary may receive cash dividends and other distributions from us in U.S. dollars (in which case no conversion will be required) to the extent the depositary receives a cash dividend or other cash distribution in a currency other than U.S. dollars, the depositary will convert such cash dividend or other distribution we pay on the shares into U.S. dollars, subject to certain limitations, including whether it can do so on a reasonable basis and can transfer the U.S. dollars to the U.S. If that is not practicable, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is practicable to do so (after consultation with us, to the extent reasonably practicable). It will hold the foreign currency it does not distribute for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.

●

Before making a distribution, the depositary will deduct any withholding taxes that must be paid. It will distribute only whole U.S. dollars and cents. Fractional cents will be withheld without liability and dealt with by the depositary in accordance with its then current policies. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.

●

Ordinary shares. The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution on the relevant deposited securities or cash available to it resulting from the net proceeds of sales of shares received in a share distribution, which shares would give rise to fractional ADSs if additional ADRs were issued therefor.

●

Rights to purchase additional shares. If we offer holders of the relevant deposited securities any rights to subscribe for additional shares or any other rights, the depositary may make these rights available to you. If the depositary decides it is not legal or feasible to make the rights available but that it is practical to sell the rights, the depositary may sell the rights and distribute the proceeds in the same way as it does with cash. The depositary will allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.

●

Other Distributions. The depositary will send to you anything else we distribute on the relevant deposited securities by any means it thinks is equitable and practical. If it cannot make the distribution in that way, the depositary may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash.

Persons depositing shares or withdrawing shares must pay:		For:
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)		●	Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property
		●	Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
		●	Distribution of securities distributed to holders of deposited securities which are distributed by the respective depositaries to ADS holders
$0.05 (or less) per ADS		●	Any cash distribution made, or for or upon which any elective cash/stock dividend is offered, pursuant to the deposit agreement

Persons depositing shares or withdrawing shares must pay:		For:
An amount equal to the fee for the execution and delivery of ADSs pursuant to the deposit agreement which would have been charged as a result of the deposit of such securities		●	When securities or the net cash proceeds from the sale thereof are instead distributed by the depositary to holders entitled thereto
Aggregate fee of $0.05 or less per ADS per calendar year (or portion thereof)		●	Services performed by the depositary in administering the ADRs
Reimbursement fees		●	Such fees, charges and expenses as are incurred by the depositary and/or any of its agents in connection with the depositary’s services
Registration or transfer fees		●	Transfer and registration of shares on our share register to or from the name of the respective depositary or its agent when you deposit or withdraw shares
Expenses of the depositary		●	Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement); Converting foreign currency to U.S. dollars
Taxes and other governmental charges payable on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes		●	As necessary

If we:			Then:
●	Change the nominal or par value of our shares		The cash, shares or other securities received, if any, for the account of the depositary will become deposited securities.
●	Reclassify, split up or consolidate any of the relevant deposited securities		Each ADS will automatically represent its equal share of the new relevant deposited securities.
●	Distribute securities on the relevant deposited securities that are not distributed to you		The depositary may distribute some or all of the securities it received. It may also deliver new ADSs or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.
●	Recapitalize, reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action		One of the above, as applicable.

●

are only obligated to take the actions specifically set forth in the deposit agreement without gross negligence or willful misconduct;

●

are not liable if either of us is prevented or delayed by law or circumstances beyond our control from performing our obligations under the deposit agreement;

●

are not liable if either of us exercises discretion permitted under the deposit agreement;

●

have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreements on your behalf or on behalf of any other person; and

●

may rely upon any documents we believe in good faith to be genuine and to have been signed or presented by the proper party.

●

Neither we nor the depositary nor any of our or its respective agents shall be liable to registered or other holders of ADSs or any other third party or parties for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought.

●

In the deposit agreement, we agree to indemnify the depositary for acting as depositary, except for losses caused by the depositary’s own negligence or willful misconduct, and the depositary agrees to indemnify us for losses resulting from its negligence or willful misconduct.

●

payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other relevant deposited securities;

●

payment of any applicable charges (see “Fees and Expenses” above);

●

satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

●

compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.

(i)

DTC is:

(a)

a limited purpose trust company organized under the laws of the State of New York;

(b)

a “banking organization” within the meaning of the New York Banking Law;

(c)

a member of the Federal Reserve System;

(d)

a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

(e)

a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

(ii)

DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes to accounts of its participants. This eliminates the need for physical movement of certificates.

(iii)

Participants in DTC include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. DTC is partially owned by some of these participants or their representatives.

(iv)

Indirect access to the DTC system is also available to banks, brokers, dealers and trust companies that have relationships with participants.

(v)

The rules applicable to DTC and DTC participants are on file with the SEC.

(i)

Clearstream, Luxembourg is a duly licensed bank organized as a société anonyme incorporated under the laws of Luxembourg and is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier).

(ii)

Clearstream, Luxembourg holds securities for its customers and facilitates the clearance and settlement of securities transactions among them. It does so through electronic book-entry changes to the accounts of its customers. This eliminates the need for physical movement of certificates.

(iii)

Clearstream, Luxembourg provides other services to its participants, including safekeeping, administration, clearance and settlement of internationally traded securities and lending and borrowing of securities. It interfaces with the domestic markets in over 30 countries through established depositary and custodial relationships.

(iv)

Clearstream, Luxembourg’s customers include worldwide securities brokers and dealers, banks, trust companies and clearing corporations and may include professional financial intermediaries. Its U.S. customers are limited to securities brokers and dealers and banks.

(v)

Indirect access to the Clearstream, Luxembourg system is also available to others that clear through Clearstream, Luxembourg customers or that have custodial relationships with its customers, such as banks, brokers, dealers and trust companies.

(i)

Euroclear is incorporated under the laws of Belgium as a bank and is subject to regulation by the Belgian Banking and Finance Commission (Commission Bancaire et Financiére) and the National Bank of Belgium (Banque Nationale de Belgique).

(ii)

Euroclear holds securities for its customers and facilitates the clearance and settlement of securities transactions among them. It does so through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates.

(iii)

Euroclear provides other services to its customers, including credit custody, lending and borrowing of securities and tri-party collateral management. It interfaces with the domestic markets of several other countries.

(iv)

Euroclear customers include banks, including central banks, securities brokers and dealers, trust companies and clearing corporations and may include certain other professional financial intermediaries.

(v)

Indirect access to the Euroclear system is also available to others that clear through Euroclear customers or that have relationships with Euroclear customers.

(vi)

All securities in Euroclear are held on a fungible basis. This means that specific certificates are not matched to specific securities clearance accounts.

(vii)

Shell ordinary shares listed on the London Stock Exchange are settled on the CREST system, which is operated by Euroclear U.K. & International Limited, a U.K. subsidiary of Euroclear. The settlement procedures for this system are described in the CREST reference manual, which can be found on Euroclear U.K. & International Limited’s website at www.euroclear.com.

(viii)

Shell ordinary shares listed on Euronext Amsterdam are settled through Euroclear Nederland, a Dutch subsidiary of Euroclear. The settlement procedures for this system are described on the Euroclear Nederland website at www.euroclear.com.

●

a dealer in securities or currencies;

●

a trader in securities that elects to use a mark-to-market method of accounting for its securities holdings;

●

a regulated investment company;

●

a real estate investment trust;

●

a tax-exempt organization;

●

an insurance company;

●

a financial institution;

●

in the case of warrants, ordinary shares or ADSs, a person that actually or constructively owns 10% or more of the voting stock of Shell;

●

a person that holds offered securities as part of a straddle or a hedging or conversion transaction (including, in the case of debt securities, debt securities owned as a hedge, or that are hedged, against interest rate or currency risks), or as part of a constructive sale or other integrated financial transaction;

●

a person who is an investor in a partnership (or entity or arrangement taxed as a partnership for U.S. federal income tax purposes);

●

a person who acquires shares through the exercise of options, or otherwise as compensation, or through a tax-qualified retirement plan;

●

a U.S. expatriate;

●

holders of options granted under any benefit plan;

●

a person liable for alternative minimum tax; or

●

a person whose functional currency is not the U.S. dollar.

●

a citizen or resident of the U.S.;

●

a corporation, or entity taxable as a corporation, that was created or organized under the laws of the U.S. or any of its political subdivisions;

●

an estate whose income is subject to U.S. federal income tax regardless of its source; or

●

a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust; or (ii) the trust has made a valid election under applicable U.S. Treasury regulations to be treated as a U.S. person.

●

Distributions paid by Shell with respect to the underlying ordinary shares will be taxed as ordinary dividends to the extent such distributions do not exceed Shell’s current or accumulated earnings and profits (“E&P”), as calculated for U.S. federal income tax purposes. The current maximum income tax rate imposed on certain qualified dividend income received by U.S. holders that are individuals is 20% (the “Reduced Rate”), so long as certain holding period requirements are met and Shell is a Qualified Foreign Corporation (“QFC”) and not a passive foreign investment company (a “PFIC”), each as defined in the Code. Shell believes that it is a QFC and is not a PFIC. As a result, dividends received by individual U.S. holders will generally constitute qualified dividend income for U.S. federal income tax purposes and be eligible for the Reduced Rate (see “— Taxation of Sale or Other Disposition”). There can be no assurance, however, that Shell will continue to be considered a QFC or that Shell will not be classified as a PFIC in the future. Thus, there can be no assurance that Shell’s dividends will continue to be eligible for the Reduced Rate. Special rules apply for purposes of determining the recipient’s investment income (which limits deductions for investment interest) and non-U.S. source income (which may affect the amount of foreign tax credit) and to certain extraordinary dividends.

●

Because Shell is not a U.S. corporation, dividends Shell pays generally will not be eligible for the dividends received deduction allowable to corporations under the Code.

●

To the extent that distributions by Shell exceed its current or accumulated E&P but do not exceed such U.S. holder’s adjusted tax basis in Shell’s ordinary shares or ADSs, such distributions will be treated as a tax-free return of capital, to both individual and corporate U.S. holders.

●

As a return of capital, such distribution will reduce such U.S. holder’s adjusted tax basis in the ordinary shares or ADSs on a dollar-for-dollar basis (thereby increasing any gain or decreasing any loss on a future disposition of the ordinary shares or ADSs).

●

To the extent that the distributions exceed both Shell’s current or accumulated E&P and the U.S. holder’s adjusted tax basis in the ordinary shares or ADSs, such U.S. holder will be taxed as having recognized gain on the sale or disposition of the ordinary shares or ADSs (see “— Taxation of Sale or Other Disposition”).

●

It is anticipated that dividends on Shell’s ADSs will be announced and paid to the depositary in U.S. dollars, and holders of Shell ADSs will receive dividend payments in U.S. dollars from the depositary. The U.S. holder would include in gross income as a dividend the U.S. dollar amount received by the depositary. It is anticipated that dividends on Shell ordinary shares will be announced in U.S. dollars but the dividend will be distributed in euros or pounds sterling. The U.S. holder would include in gross income as a dividend the amount as received, calculated by reference to the exchange rate in effect on the day the U.S. holder receives the dividend.

●

It is payable at least once each year in cash or property (other than additional debt securities).

●

It is payable over the entire term of the debt security.

●

It is payable at a single fixed rate or under a single formula.

●

The debt security has a maturity of more than one year from its issue date.

●

If the U.S. holder is a cash method taxpayer (including most individual holders), such U.S. holder must report that interest in income when received.

●

If the U.S. holder is an accrual method taxpayer, such U.S. holder must report that interest in income as it accrues.

●

The amount of OID on a debt security is the “stated redemption price at maturity” of the debt security minus the “issue price” of the debt security. If this amount is zero or negative, there is no OID.

●

The “stated redemption price at maturity” of a debt security is the total amount of all principal and interest payments to be made on the debt security, other than Qualified Stated Interest. In a typical case where all interest is Qualified Stated Interest, the stated redemption price at maturity is the same as the principal amount.

●

The “issue price” of a debt security is the first price at which a substantial amount of the debt securities is sold to the public.

●

Under a special rule, if the OID determined under the general formula is very small, it is disregarded and not treated as OID. This disregarded OID is called “de minimis OID”. If all the stated interest on a debt security is Qualified Stated Interest, OID is treated as de minimis if the amount of OID is less than the following items multiplied together: (a) .25% (that is, 1/4 of 1%), (b) the number of full years from the issue date to the maturity date of the debt security, and (c) the stated redemption price at maturity.

●

U.S. holders must include the total amount of OID as ordinary income over the life of the debt security.

●

U.S. holders must include OID in income as the OID accrues on the debt securities, even if such holders are on the cash method of accounting. This means that such holders are required to report OID income, and in some cases pay tax on that income, before receiving the cash that corresponds to that income.

●

OID accrues on a debt security on a “constant yield” method. This method takes into account the compounding of interest. Under this method, the accrual of OID on a debt security, combined with the inclusion into income of any Qualified Stated Interest on the debt security, will result in the U.S. holder being taxable at approximately a constant percentage of such U.S. holder’s unrecovered investment in the debt security.

●

The accruals of OID on a debt security generally will be less in the early years and more in the later years.

●

If any of the stated interest paid on the debt security is not Qualified Stated Interest, that interest is taxed solely as OID. It is not separately taxed when it is paid.

●

A holder’s tax basis in the debt security is initially its cost to the U.S. holder. It increases by any OID (not including Qualified Stated Interest) reported as income. It decreases by any principal payments received on the debt security and by any interest payments received that are not Qualified Stated Interest.

●

No interest on these debt securities is Qualified Stated Interest. Otherwise, the amount of OID is calculated in the same manner as described above.

●

U.S. holders may make certain elections concerning the method of accrual of OID on short-term debt securities over the life of the debt securities.

●

If the U.S. holder is an accrual method taxpayer, a bank, a securities dealer, or in certain other categories, OID must be included in income as it accrues (determined on a ratable basis, unless the holder elects to use a constant yield method).

●

If the U.S. holder is a cash method taxpayer not subject to the accrual rule described above, OID will not be included in income until payments on the debt security are actually received. Alternatively, the U.S. holder can elect to include OID in income as it accrues (determined on a ratable basis, unless the holder elects to use a constant yield method).

●

Two special rules apply if the U.S. holder is a cash method taxpayer and does not include OID in income as it accrues. First, if the debt security is sold or it is paid at maturity, producing a taxable gain, then the gain is ordinary income to the extent of the accrued OID on the debt security at the time of the sale that has not yet been taken into income. Second, if the U.S. holder borrows money (or does not repay outstanding debt) to acquire or hold the debt security, then while the debt security is held, any interest on the borrowing that corresponds to accrued OID on the debt security cannot be deducted until OID is included in income.

●

If the interest rate is determined using a single fixed formula and is based on objective financial information (which may include a fixed interest rate for the initial period) or if it reflects variations in the cost of newly borrowed funds, all the interest will be Qualified Stated Interest. The amount of OID (if any), and the method of accrual of OID, will then be calculated by converting the debt security’s initial floating rate into a fixed rate and by applying the general OID rules described above.

●

If the debt security has more than one formula for interest rates, it is possible that the combination of interest rates might create OID. We suggest that you consult your tax advisor concerning the OID accruals on such a debt security.

●

If the U.S. holder is a cash method taxpayer, such holder will be taxed on the U.S. dollar value of any foreign currency received as interest. The dollar value will be determined as of the date when payments are received.

●

If the U.S. holder is an accrual method taxpayer, such holder must report interest income as it accrues. The U.S. holder can use the average foreign currency exchange rate during the relevant interest accrual period (or, if that period spans two taxable years, during the portion of the interest accrual period in the relevant taxable year). In this case, such holder will recognize foreign exchange gain or loss upon receipt of the foreign currency to reflect actual exchange rates at that time. Certain alternative elections also may be available.

●

Any OID on foreign currency debt securities as well as the amortization of any bond premium will be determined in the relevant foreign currency. OID must be accrued in the same manner that an accrual basis holder accrues interest income.

●

The initial tax basis in a foreign currency debt security is the amount of U.S. dollars paid for the debt security (or, if paid in foreign currency, the value of that foreign currency on the purchase date). Adjustments are made to reflect OID and other items as described above.

●

If foreign currency is collected upon the maturity of the debt security, or if the debt security is sold for foreign currency, gain or loss will be based on the U.S. dollar value of the foreign currency received. For a publicly traded foreign currency debt security, this value is determined for cash basis taxpayers on the settlement date for the sale of the debt security, and for accrual basis taxpayers on the trade date for the sale (although such taxpayers can also elect the settlement date). The tax basis in the foreign currency will then be equal to the value reported on the sale.

●

Any gain or loss on the sale or retirement of a debt security will be ordinary income or loss and sourced to the U.S. to the extent it arises from currency fluctuations between the purchase date and sale date. Any gain or loss on the sale of foreign currency will also be ordinary income or loss.

●

debt securities with contingent payments;

●

debt securities that can be put to us before their maturity;

●

debt securities that are callable by us before their maturity, other than typical calls at a premium;

●

indexed debt securities with an index tied to currencies; and

●

debt securities the maturity of which is extendable at the U.S. holder’s option or at our option.

●

If a debt security is bought in the initial offering for more than its stated redemption price at maturity — disregarding that part of the purchase price allocated to accrued interest — the excess amount paid will be “bond premium”. The U.S. holder can elect to use bond premium to reduce taxable interest income from the debt security. Under the election, the total premium will be allocated to interest periods, as an offset to interest income, on a “constant yield” basis over the life of the debt security — that is, with a smaller offset in the early periods and a larger offset in the later periods. This election is made on the U.S. holder’s tax return for the first taxable year to which the U.S. holder desires the election to apply. However, if the election is made, it automatically applies to all debt instruments with bond premium that the U.S. holder owns during that year or that are acquired at any time thereafter, unless the U.S. Internal Revenue Service permits such holder to revoke the election. A U.S. holder that does not elect to amortize bond premium and that holds a debt security to maturity generally will be required to treat the premium as a capital loss when the debt security matures.

●

Similarly, if a debt security has OID and it is bought in the initial offering for more than the issue price (but not more than the stated redemption price at maturity), the excess is called “acquisition premium”. The amount of OID the U.S. holder is required to include in income will be reduced by this amount over the life of the debt security.

●

If a debt security is bought in the initial offering for less than the initial offering price to the public, special rules concerning “market discount” may apply.

●

No interest is Qualified Stated Interest.

●

Amounts are included in income as they economically accrue. The accrual of income is in accordance with the constant yield method, based on the compounding of interest. The accrual of income takes into account stated interest, OID (including de minimis OID), market discount and premium.

●

Tax basis is increased by all accruals of income and decreased by all payments received on the debt security.

●

The U.S. holder will have taxable gain or loss equal to the difference between the amount received and such holder’s tax basis in the debt security. Such gain or loss will be U.S. source. The tax basis in the debt security is such holder’s cost, subject to certain adjustments.

●

The U.S. holder’s gain or loss will generally be capital gain or loss, and will be long term capital gain or loss if the debt security was held for more than one year. For an individual, the maximum tax rate on long term capital gains is currently 20%.

●

If (a) the debt security was purchased with de minimis OID, (b) no election to accrue all OID into income was made, and (c) the principal amount of the debt security is received by the U.S. holder upon the sale or retirement, then such holder generally will have capital gain equal to the amount of the de minimis OID.

●

If the debt security is sold between interest payment dates, a portion of the amount received reflects interest that has accrued on the debt security but has not yet been paid by the sale date. That amount is treated as ordinary interest income and not as sale proceeds.

●

All or part of the gain may be ordinary income rather than capital gain in certain cases, including sales of short-term debt securities, debt securities with market discount, debt securities with contingent payments and foreign currency debt securities.

●

Assuming the debt securities are held through a broker or other securities intermediary, the intermediary must provide information to the IRS and to the U.S. holder on IRS Form 1099 concerning interest, OID and retirement proceeds on the debt securities, unless an exemption applies. As discussed above under “Premium and Discount”, if the debt securities have OID, the amount reported to such holder may have to be adjusted to reflect the amount that must be reported in such holder’s tax return.

●

Similarly, unless an exemption applies, the U.S. holder must provide the intermediary with such holder’s Taxpayer Identification Number for its use in reporting information to the IRS. If the U.S. holder is an individual, this is such holder’s social security number. The U.S. holder is also required to comply with other IRS requirements concerning information reporting.

●

If the U.S. holder is subject to these requirements but does not comply, the intermediary must withhold (at a rate of 24%) of all amounts payable on the debt securities (including principal payments). This is called “backup withholding”. If the intermediary withholds payments, the U.S. holder may credit the withheld amount against its federal income tax liability.

●

All individuals are subject to these requirements. Some holders, including all corporations, tax-exempt organizations and individual retirement accounts, are exempt from these requirements, but may have to establish their entitlement to an exemption.

●

The non-U.S. holder provides a completed U.S. Internal Revenue Service Form W-8BEN or Form W-8BEN-E , as applicable, to the bank, broker or other intermediary through which the non-U.S. holder holds the debt securities and qualifies for the “portfolio interest” exemption. Form W-8BEN or Form W-8BEN-E, as applicable, contains the non-U.S. holder’s name, address and a statement that the holder is the beneficial owner of the debt securities and is not a U.S. holder.

●

The non-U.S. holder holds the debt securities directly through a “qualified intermediary”, and the qualified intermediary has sufficient information in its files indicating that the holder is not a U.S. holder. A qualified intermediary is a bank, broker or other intermediary that (i) is either a U.S. or non-U.S. entity, (ii) is acting out of a non-U.S. branch or office and (iii) has signed an agreement with the U.S. Internal Revenue Service providing that it will administer all or part of the U.S. tax withholding rules under specified procedures.

●

The non-U.S. holder is entitled to an exemption from withholding tax on interest under a tax treaty between the United States and the non-U.S. holder’s country of residence. To claim this exemption, the non-U.S. holder generally must complete Form W-8BEN or Form W-8BEN-E, as applicable, and fill out Part III of the form to state the non-U.S. holder’s claim for treaty benefits. In some cases, the non-U.S. holder may instead be permitted to provide documentary evidence of the non-U.S. holder’s claim to the intermediary, or a qualified intermediary may already have some or all of the necessary evidence in its files.

●

The interest income on the debt securities is effectively connected with the conduct of the non-U.S. holder’s trade or business in the Unites States, and is not exempt from U.S. tax under a tax treaty. To claim this exemption, the non-U.S. holder must complete U.S. Internal Revenue Service Form W-8ECI.

●

The withholding agent or an intermediary knows or has reason to know that the non-U.S. holder is not entitled to an exemption from withholding tax. Specific rules apply for this test.

●

The U.S. Internal Revenue Service notifies the withholding agent that information that the non-U.S. holder or an intermediary provided concerning the non-U.S. holder’s status is false.

●

An intermediary through which the non-U.S. holder holds the debt securities fails to comply with the procedures necessary to avoid withholding taxes on the debt securities. In particular, an intermediary is generally required to forward a copy of the non-U.S. holder’s Form W-8BEN or Form W-8BEN-E (or other documentary information concerning the non-U.S. holder’s status), as applicable, to the withholding agent for the debt securities. However, if the non-U.S. holder holds its debt securities through a qualified intermediary—or if there is a qualified intermediary in the chain of title between the non-U.S. holder and the withholding agent for the debt securities—the qualified intermediary will not generally forward this information to the withholding agent.

●

The gain is connected with a trade or business that the non-U.S. holder conducts in the United States.

●

The non-U.S. holder is an individual present in the United States for at least 183 days during the year in which the non-U.S. holder disposes of the debt security and certain other conditions are satisfied.

●

Any gain represents accrued interest, in which case the rules for interest would apply to the portion that represents interest.

●

Any interest on the debt security, and any gain from disposing of the debt security, generally will be subject to income tax as if the holder were a U.S. holder.

●

If the non-U.S. holder is a corporation, the non-U.S. holder may be subject to an additional “branch profits tax” on the non-U.S. holder’s earnings that are connected with its U.S. trade or business, including earnings from the debt security. This tax is currently 30% but may be reduced or eliminated by an applicable income tax treaty.

●

Principal and interest payments that the non-U.S. holder receives will be automatically exempt from the backup withholding if the non-U.S. holder provides the tax certifications needed to avoid withholding tax on interest, as described above. The exemption does not apply if the recipient of the applicable form knows or has reason to know that the non-U.S. holder should be subject to the usual information reporting or backup withholding rules. In addition, interest payments made to the non-U.S. holder may be reported to the U.S. Internal Revenue Service on Form 1042-S.

●

Sale proceeds that the non-U.S. holder receives on a sale of the non-U.S. holder’s debt securities through a broker may be subject to information reporting and/or backup withholding if the non-U.S. holder is not eligible for an exemption. In particular, information reporting and backup reporting may apply if the non-U.S. holder uses the U.S. office of a broker, and information reporting (but not generally backup withholding) may apply if the non-U.S. holder uses the foreign office of a broker that has certain connections to the United States.

●

such debt securities carry a right to interest and are listed on a recognized stock exchange as defined in Section 1005 of the Income Tax Act 2007. Securities which are included on the Official List of the U.K. Financial Conduct Authority, along with securities which are officially listed in a country outside the U.K. in which there is a recognized stock exchange, in accordance with provisions corresponding to those generally applicable in European Economic Area states, will satisfy this requirement if they are admitted to trading on an exchange designated as a recognized stock exchange by an order made by the Commissioners for HMRC. The London Stock Exchange and the New York Stock Exchange, inter alia, are recognized stock exchanges for these purposes; or

●

the maturity of the relevant debt security is less than one year from the date of issue and the debt security is not issued under (and does not become subject to) arrangements the effect of which is to render such debt security part of a borrowing with a total term of one year or more.

●

a right (exercisable then or later) of conversion into shares or other securities, or to the acquisition of shares or other securities, including loan capital of the same description as the debt securities being transferred;

●

a right to interest the amount of which falls, or has fallen, to be determined to any extent by reference to the results of, or of any part of, a business or to the value of any property;

●

a right to interest the amount of which exceeds a reasonable commercial return on the nominal amount of the capital; or

●

a right on repayment to an amount which exceeds their nominal amount and is not reasonably comparable with what is generally repayable (in respect of a similar nominal amount of capital) under the terms of issue of loan capital listed on the Official List of the London Stock Exchange.

(i)

ordinary shares and/or ADSs or certain rights thereto representing, directly or indirectly, 5% or more of the total issued and outstanding capital of Shell Finance, or of the issued and outstanding capital of any class of ordinary shares of Shell Finance;

(ii)

rights to acquire ordinary shares and/or ADSs, whether or not already issued, representing, directly or indirectly, 5% or more of the total issued and outstanding capital of Shell Finance, or of the issued and outstanding capital of any class of ordinary shares of Shell Finance; or

(iii)

certain rights to profit participating certificates (winstbewijzen) that relate to 5% or more of the annual profit of Shell Finance or to 5% or more of the liquidation proceeds of Shell Finance.

(i)

the debt securities are subordinated to all unsecured creditors of Shell Finance;

(ii)

the debt securities do not have a final maturity date or have a term of more than 50 years; and

(iii)

any amount whatsoever to be paid under the debt securities is entirely or almost entirely dependent on the amount of profits realized or distributed by Shell Finance.

(i)

the U.S. holder derives profits from an enterprise (and if the holder is an individual, the profits are derived from an enterprise whether as entrepreneur (ondernemer) or pursuant to a co-entitlement to the net worth of the enterprise other than as an entrepreneur or a shareholder), which enterprise is fully or partly carried on through a permanent establishment (vaste inrichting) or a permanent representative (vaste vertegenwoordiger) in the Netherlands, to which the debt securities are attributable;

(ii)

the U.S. holder is an individual and derives benefits from miscellaneous activities (overige werkzaamheden) carried out in the Netherlands in respect of the debt securities, including, without limitation activities which are beyond the scope of active portfolio investment activities;

(iii)

the U.S. holder is not an individual and is entitled to a share in the profits of an enterprise or a co-entitlement to the net worth of an enterprise, other than by way of securities, that is effectively managed in the Netherlands and to which enterprise the debt securities are attributable; or

(iv)

if the U.S. holder is an individual and is entitled to a share in the profits of an enterprise, other than by way of securities, that is effectively managed in the Netherlands, and to which enterprise the debt securities are attributable.

●

the terms of the offering;

●

the names of any underwriters, dealers or agents;

●

the purchase price of the securities from us and, if the purchase price is not payable in U.S. dollars, the currency or composite currency in which the purchase price is payable;

●

the net proceeds to us from the sale of the securities;

●

any delayed delivery arrangements;

●

any underwriting discounts, commissions and other items constituting underwriters’ or agents’ compensation;

●

the initial public offering price;

●

any discounts or concessions allowed or reallowed or paid to dealers;

●

any commissions paid to agents; and

●

any securities exchange on which the securities may be listed.

Item 8.

Indemnification of Directors and Officers

(1)

If in any proceedings for negligence, default, breach of duty or breach of trust against an officer of a company or a person employed by a company as an auditor (whether he/she is or is not an officer of the company) it appears to the court hearing the case that that officer or person is or may be liable in respect of the negligence, default, breach of duty or breach of trust, but that he/she has acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his/her appointment) he/she ought fairly to be excused for the negligence, default, breach of duty or breach of trust, that court may relieve him/her, either wholly or in part, from his/her liability on such terms as it thinks fit.

(2)

If any such officer or person has reason to apprehend that any claim will or might be made against him/her in respect of any negligence, default, breach of duty or breach of trust, he/she may apply to the court for relief; and the court has the same power to relieve him/her as under this section it would have had if it had been a court before which proceedings against that person for negligence, default, breach of duty or breach of trust had been brought.

(3)

Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he/she is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him/her, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper.

(i)

in respect of a cause of action arising from an actual or proposed act of omission involving negligence, default, breach of duty of trust by a director of the company; or

(ii)

when the company’s affairs are being or have been conducted in a manner unfairly prejudicial to the interests of all or some shareholders, including the shareholder making the claim; or when any act or proposed act or omission of the company is or would be so prejudicial.

Item 9.

Exhibits

Exhibit Number		Description
1.1		Form of Underwriting Agreement.
4.1		Form of Senior Indenture, among Shell plc (f/k/a Royal Dutch Shell plc) and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form F-3 (No. 333-126726; 333-126726-01), of Shell plc filed with the U.S. Securities and Exchange Commission on July 20, 2005).
4.2		Form of Subordinated Indenture, among Shell plc (f/k/a Royal Dutch Shell plc) and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form F-3 (No. 333-126726; 333-126726-01), of Shell plc filed with the U.S. Securities and Exchange Commission on July 20, 2005).
4.3		Senior Indenture, among Shell International Finance B.V., Shell plc (f/k/a Royal Dutch Shell plc) and Deutsche Bank Trust Company Americas dated as of June 27, 2006 (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form F-3 (No. 333-222005), of Shell plc filed with the U.S. Securities and Exchange Commission on December 12, 2017).
4.4		Form of Subordinated Indenture, among Shell International Finance B.V., Shell plc (f/k/a Royal Dutch Shell plc) and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form F-3 (No. 333-126726; 333-126726-01), of Shell plc filed with the U.S. Securities and Exchange Commission on July 20, 2005).
4.5		Form of Senior Indenture, among Shell Finance US Inc., Shell plc (f/k/a Royal Dutch Shell plc) and Deutsche Bank Trust Company Americas.
4.6		Form of Subordinated Indenture, among Shell Finance US Inc., Shell plc (f/k/a Royal Dutch Shell plc) and Deutsche Bank Trust Company Americas.
4.7		Form of Senior Debt Securities for Shell plc (f/k/a Royal Dutch Shell plc) (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form F-3 (No. 333-126726; 333-126726-01), of Shell plc filed with the U.S. Securities and Exchange Commission on July 20, 2005).

Exhibit Number		Description
4.8		Form of Subordinated Debt Securities for Shell plc (f/k/a Royal Dutch Shell plc) (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form F-3 (No. 333-126726; 333-126726-01), of Shell plc filed with the U.S. Securities and Exchange Commission on July 20, 2005).
4.9		Form of Senior Debt Securities of Shell International Finance B.V. (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form F-3 (No. 333-126726; 333-126726-01), of Shell plc filed with the U.S. Securities and Exchange Commission on July 20, 2005).
4.10		Form of Subordinated Debt Securities of Shell International Finance B.V. (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form F-3 (No. 333-126726; 333-126726-01), of Shell plc filed with the U.S. Securities and Exchange Commission on July 20, 2005).
4.11		Form of Senior Debt Securities of Shell Finance US Inc.
4.12		Form of Subordinated Debt Securities of Shell Finance US Inc.
4.13		Form of Debt Warrant Agreement including a form of debt warrant certificate.*
4.14		Form of Equity Warrant Agreement including a form of equity warrant certificate.*
4.15		Articles of Association of Shell plc, dated May 23, 2023 (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-8 (No. 001-272192) of Shell plc filed with the SEC on May 25, 2023).
4.16		Memorandum of Association of Shell plc (f/k/a Royal Dutch Shell plc) together with a special resolution of Royal Dutch Shell plc dated 18 May 2010 (incorporated by reference to Exhibit 4.12 to the Registration Statement on Form F-3 (No. 333-177588), of Shell plc filed with the U.S. Securities and Exchange Commission on October 28, 2011).
4.17		Second Amended and Restated Deposit Agreement among Shell plc, JPMorgan Chase Bank, N.A., as depositary, and Holders and Beneficial Owners of American Depositary Receipts, dated as of January 31, 2022 (incorporated by reference to Exhibit 2.3 to the Annual Report for the fiscal year ended December 31, 2021, on Form 20-F (File No, 001-32575) of Shell plc filed with the U.S. Securities and Exchange Commission on March 10, 2022).
4.18		Amendment No. 1, dated as of October 13, 2023, to Second Amended and Restated Deposit Agreement among Shell plc, JPMorgan Chase Bank, N.A., as depositary, and Holders and Beneficial Owners of American Depositary Receipts.
4.19		Form of American Depositary Receipts representing Shell plc American Depositary Shares each evidencing the right to receive two ordinary shares of Shell plc (included as Exhibit A to Exhibit 4.18 herein).
4.20		Amended and Restated Dividend Access Trust Deed dated March 12, 2020 between Shell plc (f/k/a Royal Dutch Shell plc), BG Group Limited, Computershare Trustees (Jersey) Limited and The Shell Transport and Trading Company Limited (incorporated by reference to Exhibit 2.1 to the Annual Report on Form 20-F of Shell plc, for the year ended December 31, 2020, filed with the U.S. Securities and Exchange Commission on March 11, 2021).
5.1		Opinion of Slaughter and May, English solicitors to Shell plc, as to the validity of the debt securities of Shell plc, the guarantees, warrants and ordinary shares as to certain matters of English law.

Exhibit Number		Description
5.2		Opinion of Cravath, Swaine & Moore LLP, U.S. legal advisors to Shell plc, Shell International Finance B.V. and Shell Finance US Inc., as to the validity of the debt securities, the guarantees and the debt warrants as to certain matters of New York law.
5.3		Opinion of De Brauw Blackstone Westbroek N.V., Dutch legal advisors to Shell plc and Shell International Finance B.V., as to the validity of the guaranteed debt securities of Shell International Finance B.V. as to certain matters of Dutch law.
8.1		Opinion of Slaughter and May, English solicitors to Shell plc, as to certain matters of U.K. taxation.
8.2		Opinion of Cravath, Swaine & Moore LLP, U.S. legal advisors to Shell plc, Shell International Finance B.V. and Shell Finance US Inc., as to certain matters of U.S. taxation (included in Exhibit 5.2 herein).
8.3		Opinion of De Brauw Blackstone Westbroek N.V., Dutch legal advisors to Shell plc and Shell International Finance B.V., as to certain matters of Dutch taxation (included in Exhibit 5.3 herein).
22.1		Subsidiary Issuers of Guaranteed Securities
23.1		Consent of Ernst & Young LLP.
23.2		Consent of Ernst & Young LLP.
23.3		Consent of Slaughter and May, English solicitors to Shell plc (included in Exhibit 5.1 herein).
23.4		Consent of Cravath, Swaine & Moore LLP, U.S. legal advisors to Shell plc, Shell International Finance B.V. and Shell Finance US Inc. (included in Exhibit 5.2 herein).
23.5		Consent of De Brauw Blackstone Westbroek N.V., Dutch legal advisors to Shell plc and Shell International Finance B.V. (included in Exhibit 5.3 herein).
24.1		Powers of attorney with respect to the Board of Directors of Shell plc.
24.2		Power of attorney with respect to the Board of Directors of Shell International Finance B.V..
25.1		Statement of eligibility of Trustee on Form T-1 with respect to Shell plc.
25.2		Statement of eligibility of Trustee on Form T-1 with respect to Shell International Finance B.V.
25.3		Statement of eligibility of Trustee on Form T-1 with respect to Shell Finance US Inc.
107.1		Filing Fee Table
*		To be filed by amendment or incorporated by reference to a subsequently filed Report on Form 6-K with the U.S. Securities and Exchange Commission.

Item 10.

Undertakings

(1)

To file, during any period in which offers or sales of the registered securities are being made, a post-effective amendment to the registration statement;

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4)

To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that each registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A. of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by each registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement;

(5)

That, for the purpose of determining liability under the Securities Act to any purchaser:

(i)

Each prospectus filed by the registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act, shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuers and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;

(6)

That, for the purpose of determining liability of a registrant under the Securities Act to any purchaser in the initial distribution of the securities, each undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to the registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

	SHELL PLC
	By:	/s/ Sinead Gorman
		Name:	Sinead Gorman
		Title:	Chief Financial Officer

Name		Title		Date
*		Chair
Sir Andrew Mackenzie
*		Deputy Chair and Senior Independent Non-executive Director
Dick Boer
*		Chief Executive Officer (Principal Executive Officer)
Wael Sawan
/s/ Sinead Gorman		Chief Financial Officer (Principal Financial Officer; Principal Accounting Officer)		December 15, 2023
Sinead Gorman
*		Non-executive Director
Neil Carson OBE
*		Non-executive Director
Ann Godbehere
*		Non-executive Director
Catherine J. Hughes
*		Non-executive Director
Jane Holl Lute
*		Non-executive Director
Sir Charles Roxburgh
*		Non-executive Director
Abraham Schot
*		Non-executive Director
Leena Srivastava
*		Non-executive Director
Cyrus Taraporevala

*	By:	/s/ Sinead Gorman		December 15, 2023
		(Sinead Gorman, Attorney-in-Fact)

	PUGLISI & ASSOCIATES
	By:	/s/ Donald J. Puglisi
		Name:	Donald J. Puglisi
		Title:	Managing Director

	SHELL INTERNATIONAL FINANCE B.V.
	By:	/s/ Edwin Kunkels
		Name:	Edwin Kunkels
		Title:	Director
	By:	/s/ Fiona Mulock
		Name:	Fiona Mulock
		Title:	Director

Name		Title		Date
/s/ Janneke Abels		Director		December 15, 2023
Janneke Abels
/s/ Fiona Mulock		Director		December 15, 2023
Fiona Mulock
/s/ Edwin Kunkels		Director		December 15, 2023
Edwin Kunkels

	PUGLISI & ASSOCIATES
	By:	/s/ Donald J. Puglisi
		Name:	Donald J. Puglisi
		Title:	Managing Director

	SHELL FINANCE US INC.
	By:	/s/ Olga A. Stevens
		Name:	Olga A. Stevens
		Title:	Director and Vice President - Finance

Name		Title		Date
/s/ Bernardo Franco		Director and President (Principal Executive Officer)		December 15, 2023
Bernardo Franco
/s/ John S. Misso		Director		December 15, 2023
John S. Misso
/s/ Olga A. Stevens		Director and Vice President - Finance (Principal Financial Officer, Principal Accounting Officer)		December 15, 2023
Olga A. Stevens