Shell Acquisition

How to Receive Your Consideration

How you receive your Consideration depends on how you hold your ARC Shares.

If you are a:

  1. Beneficial ARC Shareholder: your shares are held through a broker or other intermediary
  2. Registered ARC Shareholder: your shares are held directly in your name through a share certificate or DRS Advice.

Please review the Settlement Mechanics Overview and the Information Circular to ensure you complete all necessary actions to receive your Consideration once the transaction closes (“the Effective Date”).

Please note, ARC Shareholders have until 3 years following the Effective Date to receive their Consideration. After this time, if no action has been taken, your Consideration will be forfeited.

Registered Shareholders

ARC Shares are held directly in your name with a share certificate through Computershare – hard copy or electronic copy – known as a Direct Registration System Advice (“DRS Advice”).

The Liquidity Option enables Registered ARC Shareholders to receive a cash amount equal to the net proceeds from the sale of all of the Shell Consideration Shares (less any applicable taxes and fees) to which they would be entitled, in lieu of receiving Shell Consideration Shares directly.

Actions Required:

  • Complete the Letter of Transmittal that was sent in your meeting materials package and check the box in ‘Option C – Liquidity Election.”
  • Submit your Letter of Transmittal and any ARC Share certificate(s), if appliable, and any other required documentation to the Depositary as directed in the Letter of Transmittal.

Outcome:

ARC Shareholders can expect to receive the following:

  • The Cash Consideration to which you are entitled of $8.20 per ARC Share.
  • A cash amount equal to the net proceeds from the sale of your Shell Consideration Shares on the London Stock Exchange (after deductions for applicable fees and taxes) converted from British pounds by the Selling Agent.

Payments will be distributed, as directed in the Letter of Transmittal, by cheque via first-class insured mail or by wire transfer.

Registered ARC Shareholders who wish to hold and trade their Shell Consideration Shares electronically on the London Stock Exchange following the Effective Date must have a CREST account. CREST is the electronic settlement system for UK securities operated by Euroclear.

Actions Required:

  • Set-up or get access to a CREST account.

If you would like to be able to trade your Shell Shares electronically, you must set up a CREST account personally or arrange access to one through a broker. ARC Shareholders are encouraged to set up their CREST accounts in advance of the transaction closing.

  • Complete and submit the Letter of Transmittal sent in your meeting materials package along with any certificate(s), if applicable, representing the ARC Shares you hold and include your CREST account details (Box D) to the Depositary as directed in the Letter of Transmittal.

If no CREST account information is included, Shell Share certificates will be issued that can later be deposited into a valid CREST account.

Outcome:

ARC Shareholders can expect to receive the following:

  • The Cash Consideration to which you are entitled of $8.20 per ARC share.
  • Evidence of the issuance of Shell Consideration Shares to which you are entitled by:
    • Deposit of the Shell Consideration Shares into the ARC Shareholder’s CREST account (if provided in the LOT), OR
    • Issuance of a Shell Share certificates (if CREST account information is not provided)
  • Cash amount in lieu of any fractional Shell Consideration Shares in accordance with the Plan of Arrangement.

Payments will be distributed, as directed in the Letter of Transmittal, by cheque via first-class insured mail or by wire transfer.

See the Letter of Transmittal for more details.

Beneficial Shareholders

The majority of ARC Shareholders are Beneficial Shareholders. Beneficial Shareholders are those who hold ARC Shares through an intermediary or broker. Beneficial ARC Shareholders will receive the total Consideration (Cash and Shell Consideration Shares) through their intermediary / broker with whom they hold their ARC Shares.

Intermediaries / brokers must have a CREST account set-up to deposit the Shell Consideration Shares on a Beneficial ARC Shareholder’s behalf. CREST is the electronic settlement system for UK securities operated by Euroclear by which Shell Shares can be traded electronically on the London Stock Exchange.

If the intermediary / broker does not have access to a CREST account, the intermediary / broker will receive Shell Share certificates that can later be deposited into a valid CREST account. Beneficial ARC Shareholders are cautioned that Shell Consideration Shares will not be available to trade until the share certificates are deposited into a CREST account. Alternatively, Shell Share certificates may be sold through a broker that offers a certificated dealing service.

Actions Required

  • Beneficial ARC Shareholders are encouraged to contact their broker / intermediary in advance of the transaction closing to ensure they have made the appropriate arrangements to receive the Shell Consideration Shares through a CREST account and whether any additional action is required on their behalf.

Outcome:

Beneficial ARC Shareholders can expect to receive the following:

  • The Cash Consideration to which you are entitled of $8.20 per ARC share.
  • Evidence of the issuance of Shell Consideration Shares to which you are entitled by:
    • Deposit of the Shell Consideration Shares into your intermediary / broker’s CREST account OR
    • Issuance of a Shell Share certificate(s) to your intermediary / broker on your behalf (if CREST account information is not provided)
  • Cash amount in lieu of any fractional Shell Consideration Shares in accordance with the Plan of Arrangement.

Payments will be made through the arrangements already in place with your intermediary or broker.

Need Assistance?

For questions related to the Arrangement, the Information Circular and how to receive your Consideration, please contact ARC’s proxy solicitation agent:

Laurel Hill Advisory Group

By calling or texting “INFO” to:

  • 1-877-452-7184 (toll-free in Canada and the U.S.)
  • 1-416-304-0211 (outside of Canada and the U.S.)

By email to: [email protected]

For specific questions related to the Letter of Transmittal, please contact the Depositary:

Computershare Investor Services Inc.

  • 1-800-564-6253 (within Canada and U.S.)
  • 1-514-982-7555 (outside of Canada and U.S.).

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