SHELL PLC
RESULT OF ANNUAL GENERAL
MEETING
Shell plc announces the poll results on the
resolutions at its Annual General Meeting held on Tuesday May 21,
2024 at the InterContinental London – The O2, 1 Waterview Drive,
Greenwich Peninsula, London SE10 0TW. Resolutions 1-22 were carried
and resolution 23 was not carried.
In accordance with the Listing Rules, a copy of
all resolutions other than resolutions concerning ordinary business
at the Annual General Meeting, will be submitted to the National
Storage Mechanism and will be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
|
RESOLUTION |
VOTES FOR |
% |
VOTES AGAINST |
% |
VOTES TOTAL |
% of ISC VOTED |
VOTES WITHHELD |
1 |
Receipt of Annual Report & Accounts |
4,009,732,721 |
99.10 |
36,482,712 |
0.90 |
4,046,215,433 |
63.46% |
24,377,242 |
2 |
Approval of Directors’ Remuneration Report |
3,837,712,517 |
94.83 |
209,399,986 |
5.17 |
4,047,112,503 |
63.47% |
23,487,236 |
3 |
Reappointment of Dick Boer |
3,942,771,765 |
97.41 |
104,784,962 |
2.59 |
4,047,556,727 |
63.48% |
22,984,294 |
4 |
Reappointment of Neil Carson |
3,997,581,756 |
98.77 |
49,763,124 |
1.23 |
4,047,344,880 |
63.47% |
23,190,477 |
5 |
Reappointment of Ann Godbehere |
3,888,176,915 |
96.06 |
159,316,307 |
3.94 |
4,047,493,222 |
63.48% |
23,046,493 |
6 |
Reappointment of Sinead Gorman |
3,991,395,067 |
98.61 |
56,394,263 |
1.39 |
4,047,789,330 |
63.48% |
22,747,157 |
7 |
Reappointment of Jane Holl Lute |
3,997,349,786 |
98.76 |
50,170,807 |
1.24 |
4,047,520,593 |
63.48% |
23,016,821 |
8 |
Reappointment of Catherine Hughes |
3,853,419,013 |
95.95 |
162,591,533 |
4.05 |
4,016,010,546 |
62.98% |
54,522,444 |
9 |
Reappointment of Sir Andrew Mackenzie |
3,623,716,656 |
90.16 |
395,506,547 |
9.84 |
4,019,223,203 |
63.03% |
51,311,361 |
10 |
Reappointment of Sir Charles Roxburgh |
3,999,894,421 |
98.83 |
47,509,826 |
1.17 |
4,047,404,247 |
63.48% |
23,133,424 |
11 |
Reappointment of Wael Sawan |
3,965,223,304 |
98.66 |
54,053,413 |
1.34 |
4,019,276,717 |
63.03% |
51,249,526 |
12 |
Reappointment of Abraham (Bram) Schot |
3,978,062,767 |
98.29 |
69,181,183 |
1.71 |
4,047,243,950 |
63.47% |
23,282,924 |
13 |
Reappointment of Leena Srivastava |
3,998,196,209 |
98.79 |
49,114,863 |
1.21 |
4,047,311,072 |
63.47% |
23,224,097 |
14 |
Reappointment of Cyrus Taraporevala |
3,999,602,499 |
98.83 |
47,257,645 |
1.17 |
4,046,860,144 |
63.47% |
23,670,224 |
15 |
Reappointment of Auditors |
4,005,238,096 |
99.02 |
39,591,593 |
0.98 |
4,044,829,689 |
63.43% |
25,721,016 |
16 |
Remuneration of Auditors |
4,035,800,899 |
99.71 |
11,770,670 |
0.29 |
4,047,571,569 |
63.48% |
22,973,578 |
17 |
Authority to allot shares |
3,959,020,201 |
97.81 |
88,490,958 |
2.19 |
4,047,511,159 |
63.48% |
23,027,771 |
18 |
Disapplication of pre-emption rights* |
4,008,888,982 |
99.24 |
30,790,514 |
0.76 |
4,039,679,496 |
63.35% |
30,899,014 |
19 |
Authority to make on-market purchases of own shares* |
4,008,568,712 |
99.05 |
38,343,081 |
0.95 |
4,046,911,793 |
63.47% |
23,629,957 |
20 |
Authority to make off-market purchases of own shares* |
3,990,697,774 |
98.62 |
55,808,260 |
1.38 |
4,046,506,034 |
63.46% |
24,037,019 |
21 |
Authority for certain donations and expenditure |
3,996,889,885 |
98.77 |
49,679,442 |
1.23 |
4,046,569,327 |
63.46% |
23,981,892 |
22 |
Shell's Energy Transition Strategy 2024 resolution |
2,982,949,868 |
78.03 |
839,906,774 |
21.97 |
3,822,856,642 |
59.95% |
247,686,231 |
23 |
Shareholder resolution* |
735,224,835 |
18.62 |
3,213,314,502 |
81.38 |
3,948,539,337 |
61.92% |
122,002,084 |
* Special resolution
Please note that a ‘vote withheld’ is not a vote
under English Law and is not counted in the calculation of the
proportion of the votes ‘for’ and ‘against’ a resolution.
Shell Chief Executive Officer Wael Sawan said:
“Shell’s shareholders have strongly backed our strategy to deliver
more value with less emissions, as we transform to become a
net-zero emissions energy business by 2050. Our focus on
performance, discipline and simplification enables us to invest in
providing the energy the world needs today, and in helping to build
the low-carbon energy system of the future.”
The level of votes on Resolution 22 requires us to
explain what actions we intend to take to consult shareholders in
order to understand the reasons behind the result, and report back
within six months. We will meet this obligation by continuing to
engage with shareholders on why we believe our strategy keeps us on
the right path.
May 21, 2024
Caroline J.M. OmlooCompany SecretaryShell plc
ENQUIRIES
Shell Media RelationsInternational, UK, European
Press: +44 20 7934 5550
LEI number of Shell plc:
21380068P1DRHMJ8KU70Classification: Additional regulated
information required to be disclosed under the laws of a Member
State.
Cautionary NoteThe companies in
which Shell plc directly and indirectly owns investments are
separate legal entities. In this announcement “Shell”, “Shell
Group” and “Group” are sometimes used for convenience where
references are made to Shell plc and its subsidiaries in general.
Likewise, the words “we”, “us” and “our” are also used to refer to
Shell plc and its subsidiaries in general or to those who work for
them. These terms are also used where no useful purpose is served
by identifying the particular entity or entities. ‘‘Subsidiaries’’,
“Shell subsidiaries” and “Shell companies” as used in this
announcement refer to entities over which Shell plc either directly
or indirectly has control. The term “joint venture”, “joint
operations”, “joint arrangements”, and “associates” may also be
used to refer to a commercial arrangement in which Shell has a
direct or indirect ownership interest with one or more parties. The
term “Shell interest” is used for convenience to indicate the
direct and/or indirect ownership interest held by Shell in an
entity or unincorporated joint arrangement, after exclusion of all
third-party interest.
Forward-Looking StatementsThis
announcement contains forward-looking statements (within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995) concerning the financial condition, results of operations and
businesses of Shell. All statements other than statements of
historical fact are, or may be deemed to be, forward-looking
statements. Forward-looking statements are statements of future
expectations that are based on management’s current expectations
and assumptions and involve known and unknown risks and
uncertainties that could cause actual results, performance or
events to differ materially from those expressed or implied in
these statements. Forward-looking statements include, among other
things, statements concerning the potential exposure of Shell to
market risks and statements expressing management’s expectations,
beliefs, estimates, forecasts, projections and assumptions. These
forward-looking statements are identified by their use of terms and
phrases such as “aim”; “ambition”; “anticipate”;
“believe”;“commit”; “commitment”; ”could”; “estimate”; “expect”;
“goals”; “intend”; “may”; “milestones”; “objectives”; “outlook”;
“plan”; “probably”; “project”; “risks”; “schedule”; “seek”;
“should”; “target”; “will”; “would” and similar terms and phrases.
There are a number of factors that could affect the future
operations of Shell and could cause those results to differ
materially from those expressed in the forward-looking statements
included in this announcement, including (without limitation): (a)
price fluctuations in crude oil and natural gas; (b) changes in
demand for Shell’s products; (c) currency fluctuations; (d)
drilling and production results; (e) reserves estimates; (f) loss
of market share and industry competition; (g) environmental and
physical risks; (h) risks associated with the identification of
suitable potential acquisition properties and targets, and
successful negotiation and completion of such transactions; (i) the
risk of doing business in developing countries and countries
subject to international sanctions; (j) legislative, judicial,
fiscal and regulatory developments including regulatory measures
addressing climate change; (k) economic and financial market
conditions in various countries and regions; (l) 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; (m) 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
(n) changes in trading conditions. No assurance is provided that
future dividend payments will match or exceed previous dividend
payments. All forward-looking statements contained in this
announcement are expressly qualified in their entirety by the
cautionary statements contained or referred to in this section.
Readers should not place undue reliance on forward-looking
statements. Additional risk factors that may affect future results
are contained in Shell plc’s Form 20-F for the year ended December
31, 2023 (available at
www.shell.com/investors/news-and-filings/sec-filings.html and
www.sec.gov). These risk factors also expressly qualify all
forward-looking statements contained in this announcement and
should be considered by the reader. Each forward-looking statement
speaks only as of the date of this announcement, May 21, 2024.
Neither Shell plc nor any of its subsidiaries undertake any
obligation to publicly update or revise any forward-looking
statement as a result of new information, future events or other
information. In light of these risks, results could differ
materially from those stated, implied or inferred from the
forward-looking statements contained in this announcement.
Shell’s Net Carbon IntensityAlso,
in this announcement we may refer to Shell’s “Net Carbon Intensity”
(NCI), which includes Shell’s carbon emissions from the production
of our energy products, our suppliers’ carbon emissions in
supplying energy for that production and our customers’ carbon
emissions associated with their use of the energy products we sell.
Shell’s NCI also includes the emissions associated with the
production and use of energy products produced by others which
Shell purchases for resale. Shell only controls its own emissions.
The use of the terms Shell’s “Net Carbon Intensity” or NCI are for
convenience only and not intended to suggest these emissions are
those of Shell plc or its subsidiaries.
Shell’s net-zero emissions
targetShell’s operating plan, outlook and budgets are
forecasted for a ten-year period and are updated every year. They
reflect the current economic environment and what we can reasonably
expect to see over the next ten years. Accordingly, they reflect
our Scope 1, Scope 2 and NCI targets over the next ten years.
However, Shell’s operating plans cannot reflect our 2050 net-zero
emissions target, as this target is currently outside our planning
period. In the future, as society moves towards net-zero emissions,
we expect Shell’s operating plans to reflect this movement.
However, if society is not net zero in 2050, as of today, there
would be significant risk that Shell may not meet this target.
Forward Looking non-GAAP
measuresThis announcement may contain certain
forward-looking non-GAAP measures such as cash capital expenditure
and divestments. We are unable to provide a reconciliation of these
forward-looking non-GAAP measures to the most comparable GAAP
financial measures because certain information needed to reconcile
those non-GAAP measures to the most comparable GAAP financial
measures is dependent on future events some of which are outside
the control of Shell, such as oil and gas prices, interest rates
and exchange rates. Moreover, estimating such GAAP measures with
the required precision necessary to provide a meaningful
reconciliation is extremely difficult and could not be accomplished
without unreasonable effort. Non-GAAP measures in respect of future
periods which cannot be reconciled to the most comparable GAAP
financial measure are calculated in a manner which is consistent
with the accounting policies applied in Shell plc’s consolidated
financial statements.
The contents of websites referred to in this
announcement do not form part of this announcement.
We may have used certain terms, such as resources,
in this announcement that the United States Securities and Exchange
Commission (SEC) strictly prohibits us from including in our
filings with the SEC. Investors are urged to consider closely the
disclosure in our Form 20-F, File No 1-32575, available on the SEC
website www.sec.gov.
Shell (EU:SHELL)
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