Exhibit No.
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Description
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By:
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/s/ Sean Ashley
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Name:
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Sean Ashley
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Title:
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Company Secretary
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Aggregate Principal Amount Outstanding ($MM)
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Title of Series
of Notes Issued by
Shell International
Finance to be Exchanged
(collectively,
the “Old Notes”)
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CUSIP/ISIN
No.
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Acceptance
Priority Level
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Title of Series of Notes
to be Issued by
Shell Finance US
(collectively,
the “New Notes”)
(1)
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Minimum
New Notes
Size (2)
($MM)
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Exchange
Consideration
(3)
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Early
Participation Premium
(3)
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Total
Consideration
(3)(4)
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|||||||||
New Notes
(principal amount)
(1)
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Cash
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New Notes (principal
amount)
(1)
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New Notes
(principal
amount)
(1)
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Cash
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|||||||||||||
$
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3,000
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4.375% Guaranteed
Notes due 2045
|
822582BF8/
US822582BF88
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1
|
4.375% Guaranteed
Notes due 2045
|
$
|
500
|
$
|
970
|
$
|
1.00
|
$
|
30
|
$
|
1,000
|
$
|
1.00
|
$
|
1,750
|
2.750% Guaranteed
Notes due 2030
|
822582CG5/
US822582CG52
|
2
|
2.750% Guaranteed
Notes due 2030
|
$
|
500
|
$
|
970
|
$
|
1.00
|
$
|
30
|
$
|
1,000
|
$
|
1.00
|
$
|
1,500
|
4.125% Guaranteed
Notes due 2035
|
822582BE1/
US822582BE14
|
3
|
4.125% Guaranteed
Notes due 2035
|
$
|
500
|
$
|
970
|
$
|
1.00
|
$
|
30
|
$
|
1,000
|
$
|
1.00
|
$
|
1,250
|
4.550% Guaranteed
Notes due 2043
|
822582AY8/
US822582AY86
|
4
|
4.550% Guaranteed
Notes due 2043
|
$
|
500
|
$
|
970
|
$
|
1.00
|
$
|
30
|
$
|
1,000
|
$
|
1.00
|
$
|
2,250
|
4.000% Guaranteed
Notes due 2046
|
822582BQ4/
US822582BQ44
|
5
|
4.000% Guaranteed
Notes due 2046
|
$
|
500
|
$
|
970
|
$
|
1.00
|
$
|
30
|
$
|
1,000
|
$
|
1.00
|
$
|
1,500
|
2.375% Guaranteed
Notes due 2029 (5)
|
822582CD2/
US822582CD22
|
6
|
2.375% Guaranteed
Notes due 2029
|
$
|
500
|
$
|
970
|
$
|
1.00
|
$
|
30
|
$
|
1,000
|
$
|
1.00
|
$
|
2,000
|
3.250% Guaranteed
Notes due 2050 (5)
|
822582CH3/
US822582CH36
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7
|
3.250% Guaranteed
Notes due 2050
|
$
|
500
|
$
|
970
|
$
|
1.00
|
$
|
30
|
$
|
1,000
|
$
|
1.00
|
$
|
1,250
|
3.750% Guaranteed
Notes due 2046 (5)
|
822582BY7/
US822582BY77
|
8
|
3.750% Guaranteed
Notes due 2046
|
$
|
500
|
$
|
970
|
$
|
1.00
|
$
|
30
|
$
|
1,000
|
$
|
1.00
|
$
|
1,250
|
3.125% Guaranteed
Notes due 2049 (5)
|
822582CE0/
US822582CE05
|
9
|
3.125% Guaranteed
Notes due 2049
|
$
|
500
|
$
|
970
|
$
|
1.00
|
$
|
30
|
$
|
1,000
|
$
|
1.00
|
$
|
1,000
|
3.000% Guaranteed
Notes due 2051 (5)
|
822582CL4/
US822582CL48
|
10
|
3.000% Guaranteed
Notes due 2051
|
$
|
500
|
$
|
970
|
$
|
1.00
|
$
|
30
|
$
|
1,000
|
$
|
1.00
|
$
|
1,750
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2.875% Guaranteed
Notes due 2026 (5)
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822582BT8/
US822582BT82
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11
|
2.875% Guaranteed
Notes due 2026
|
$
|
500
|
$
|
970
|
$
|
1.00
|
$
|
30
|
$
|
1,000
|
$
|
1.00
|
$
|
1,000
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2.500% Guaranteed
Notes due 2026 (5)
|
822582BX9/
US822582BX94
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12
|
2.500% Guaranteed
Notes due 2026
|
$
|
500
|
$
|
970
|
$
|
1.00
|
$
|
30
|
$
|
1,000
|
$
|
1.00
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(1) |
The term “New Notes” in this column refers, in each case, to the series of New Notes corresponding to the series of Old Notes of like tenor and coupon.
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(2) |
No Old Notes of a given series will be accepted for exchange unless the aggregate principal amount of New Notes to be issued on the Settlement Date (as defined below) in exchange for
such series of Old Notes is greater than or equal to the applicable Minimum New Notes Size (as defined below).
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(3) |
Consideration per $1,000 principal amount of Old Notes validly tendered (and not validly withdrawn) and accepted for exchange.
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(4) |
Includes the Early Participation Premium (as defined below) for Old Notes validly tendered prior to the Early Participation Deadline described below (and not validly withdrawn) and
accepted for exchange.
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(5) |
It is possible that the Maximum Amount Condition (as defined below) will not be satisfied with respect to this series of Old Notes. No Old Notes of a given series will be accepted for
exchange if the Maximum Amount Condition is not satisfied.
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Deutsche Bank Securities Inc.
1 Columbus Circle
New York, New York 10019
Attention: Liability Management Group
Telephone: (U.S. Toll-Free): +1 (866) 627-0391
Telephone (U.S. Collect): +1 (212) 250-2955
Telephone (London): +44 207 545 8011
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Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
Attention: Liability Management Group
Telephone (U.S. Toll-Free): +1 (800) 828-3182
Telephone (U.S. Collect): +1 (212) 902-6351
Telephone (London): +44 207 774 4836
Email: gs-lm-nyc@ny.email.gs.com
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Wells Fargo Securities, LLC
550 South Tryon Street, 5th Floor
Charlotte, North Carolina 28202
Attention: Liability Management Group
Telephone (U.S. Toll-Free): +1 (866) 309-6316
Telephone (U.S. Collect): +1 (704) 410-4235
Telephone (Europe): +33 1 85 14 06 62
Email: liabilitymanagement@wellsfargo.com
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D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Banks and Brokers call: +1 (212) 269-5550
Toll-free (U.S. only): +1 (877) 783-5524
Email: Shell@dfking.com
By Facsimile (for eligible institutions only):
+1 (212) 709-3328
Confirmation: +1 (212) 269-5552
Attention: Michael Horthman
Website: www.dfking.com/shell
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●
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price fluctuations in crude oil and natural gas;
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●
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changes in demand for the Shell Group’s products;
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●
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currency fluctuations;
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●
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drilling and production results;
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●
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reserves estimates;
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●
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loss of market share and industry competition;
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●
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environmental and physical risks;
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risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions;
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the risk of doing business in developing countries and countries subject to international sanctions;
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legislative, judicial, fiscal and regulatory developments including regulatory measures addressing climate change;
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economic and financial market conditions in various countries and regions;
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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;
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risks associated with the impact of pandemics, such as the COVID-19 (coronavirus) outbreak, regional conflicts, such as the Russia-Ukraine war, and a significant cybersecurity
breach; and
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●
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changes in trading conditions.
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