ARC Shareholders are being asked to vote on the Arrangement Resolution at the ARC Meeting regarding the proposed Arrangement between ARC, Shell plc and Shell Canada Limited. ARC Shareholder approval of the Arrangement Resolution is a condition to the completion of the Arrangement.
See “Arrangement Resolution” in Appendix A of the Circular
The ARC Board unanimously recommends that you vote “FOR” the Arrangement Resolution at the ARC Meeting.
In reaching this decision, the ARC Board considered the benefits of the Arrangement, the recommendation of a special committee of independent ARC Directors tasked with considering the proposal (“the Special Committee”) and the Fairness Opinion provided to the Special Committee and the ARC Board. The Fairness Opinion, provided by RBC Capital Markets, assessed the offer to ensure the total Consideration proposed is fair, from a financial point of view, to ARC Shareholders.
See “The Arrangement – Recommendation of the ARC Board”, “The Arrangement – Financial Advisor and Fairness Opinion”, “The Arrangement – Background to the Arrangement” and “The Arrangement – Reasons for the Arrangement” in the Circular.
For each ARC Share held, ARC Shareholders (other than Dissenting ARC Shareholders) will be entitled to receive: $8.20 in cash and 0.40247 of a Shell Share (subject to rounding, withholding and Stamp Taxes and other adjustments) – together called the Consideration.
No fractional Shell Consideration Shares will be issued. The number of Shell Consideration Shares to be delivered will be rounded down to the nearest whole Shell Consideration Share, and in lieu of any fractional shares, ARC Shareholders will receive:
See “The Arrangement – Arrangement Steps”, “The Arrangement – Procedure for Exchange of Certificates and DRS Advices by ARC Shareholders” in the Circular.
How you receive your Consideration depends on whether you are a Beneficial ARC Shareholder (shares are held through an intermediary or broker) or a Registered ARC Shareholder (shares are held directly in your name through a share certificate). Detailed instructions and actions required of each shareholder are available here:
See “The Arrangement – Procedure for Exchange of Certificates and DRS Advices by ARC Shareholders” and “The Arrangement – Procedure for Exchange of Certificates and DRS Advices by ARC Shareholders – Liquidity Option.“
Yes. It is a condition for the completion of the Arrangement that the London Stock Exchange confirms the Shell Consideration Shares being issued to ARC Shareholders will be listed for trading. Shell Shares do not trade on the Toronto Stock Exchange. Shell Shares may be held or traded electronically on CREST – a UK electronic settlement system for UK securities. For more information how to hold and trade your Shell Shares, visit How to Receive Your Consideration.
Registered and Beneficial ARC Shareholders who have a registered address in, or are located and/or resident in Hong Kong, South Africa or New Zealand will be considered to be Ineligible Foreign Shareholder for purposes of the Arrangement and are therefore not permitted to receive Shell Shares.
Ineligible Foreign Shareholders will receive the net proceeds from the sale of their Shell Consideration Shares after deductions for applicable fees and taxes, converted from British pounds to Canadian dollars. In addition, they will receive a cash payment in lieu of fractional Shell Consideration Shares.
Actions for ARC Shareholders who are Ineligible Foreign Shareholders:
See “Ineligible Foreign Shareholders” in the Circular.
Registered ARC Shareholders on record as of June 1, 2026, can expect to receive an Information Circular, a Form of Proxy, a Letter of Transmittal and a Virtual Meeting Guide.
ARC uses Notice-and-Access Provisions for its Beneficial Shareholders. Beneficial ARC Shareholders on record as of June 1, 2026, can expect to receive a Notice-and-Access Notification that outlines where to access the Information Circular online and how to obtain printed copies of the materials if desired. In addition, Beneficial ARC Shareholders will receive a Voting Instruction Form and a Virtual Meeting Guide.
This means you own ARC Shares that are registered under different names, account types or addresses. For example, you may own some ARC Shares directly in your name as a Registered ARC Shareholder and other ARC Shares through one or more intermediaries/brokers. In these situations, you will receive multiple sets of materials. You must complete each form of proxy or VIF you receive to ensure all of your ARC Shares are voted for at the ARC Meeting.
The mailing date for ARC’s Special Meeting materials is June 12, 2026. Materials are expected be delivered by post within 2 – 3 weeks following the mailing date. If you have not received your meeting materials by June 30, 2026, you may 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.), or by email to [email protected].
Registered ARC Shareholders will not receive their Consideration until the Arrangement is completed and the Letter of Transmittal has been properly completed and returned along with all required documents. If the Letter of Transmittal has not been submitted within three years following the closing date of the transaction (Effective Date), the ARC Shareholder’s right to receive the Consideration will terminate and be deemed to be surrendered and forfeited in accordance with the Plan of Arrangement.
Only Registered ARC Shareholders are required to submit a Letter of Transmittal. Beneficial ARC Shareholders whose ARC Shares are registered in the name of a broker, dealer, bank, trust company or other nominee must contact their intermediary or nominee for instructions and assistance in exchanging their ARC Shares and receiving the Consideration in exchange for their ARC Shares.
See “General Proxy Matters – Appointment and Revocation of Proxies” and “Information for Beneficial Shareholders” in the Circular.
| Voting Method | Registered ARC Shareholders If your ARC Shares are held in your name and represented by a physical certificate or DRS Advice. | Beneficial ARC Shareholders If your ARC Shares are held with a broker, bank or other intermediary. |
|---|---|---|
| Internet | www.investorvote.com | You will need your 16‐digit control number located on the form of proxy/voting instruction form (“VIF”). |
| Telephone | North American Toll Free: 1-866-732-VOTE (8683) Outside North America: (312) 588-4290 | If your ARC Shares are held through a Canadian intermediary: 1-800-474-7493 (English) 1-800-474-7501 (French) If your ARC Shares are held through a U.S. intermediary: 1-800-854-8683 You will need your 16‐digit control number located on the form of proxy/VIF. |
Complete, date and sign the form of proxy and return in the enclosed postage paid envelope or one addressed to: Computershare Trust Company of Canada Attn: Proxy Department 320 Bay Street, 14th Floor Toronto, Ontario, M5H 4A6 | Complete, date and sign the VIF and return it in the enclosed postage paid envelope. |
Whether or not you plan to personally attend the Meeting, you are encouraged to submit your vote well in advance of the proxy deadline at 10:00 a.m. (Mountain time) on July 10, 2026. Registered ARC Shareholders are entitled to vote at the ARC Meeting if they held ARC Shares as of the close of business on the Record Date (June 1, 2026).
Beneficial ARC Shareholders – who make up the majority of ARC Shareholders – are those who hold ARC Shares through an intermediary/broker (i.e. Shares are not registered in their own name, rather are registered under an intermediary or broker). Beneficial ARC Shareholders on record as of close of business on June 1, 2026, who wish to attend and vote at the ARC Meeting, will be required to appoint themselves as proxyholder in advance of the ARC Meeting by writing their own name in the space provided on the Voting Instruction Form in their meeting materials. Beneficial ARC Shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the ARC Meeting.
See “General Proxy Matters” and “Information for Beneficial Shareholders” in the Circular.
If a Registered ARC Shareholder transfers ARC Shares after the Record Date (June 1, 2026) and the transferee of those ARC Shares, having produced properly endorsed certificate(s) and/or DRS Advice(s) evidencing such ARC Shares or having otherwise established that the transferee owns such ARC Shares, demands, at least 10 days before the ARC Meeting, that the transferee’s name be included in the list of ARC Shareholders entitled to vote at the ARC Meeting, such transferee shall be entitled to vote such ARC Shares at the ARC Meeting.
Only Registered ARC Shareholders and duly appointed proxyholders may ask questions and vote live at the ARC Meeting.
Beneficial ARC Shareholders who wish to participate during the ARC Meeting must follow the instructions under the heading “Information for Beneficial Shareholders” in the Circular and appoint themselves as proxyholder. Beneficial ARC Shareholders who have not duly appointed themselves as proxyholders may still attend the ARC Meeting as guests but will not be able to ask questions or vote live at the Meeting.
ARC Shareholders are entitled to cast one vote for each ARC Share held at the close of business on the Record Date (June 1, 2026). As of the Record Date, there were 566,464,304 ARC Shares issued and outstanding.
Completion of the Arrangement is subject to customary closing conditions for a transaction of this nature, including approval of the Court, approval by ARC Shareholders of the Arrangement Resolution, and receipt of key regulatory approvals including those under the: Investment Canada Act, Competition Act, Canada Transport Act and U.S. Hart-Scott-Rodino Antitrust Improvements Act. No approval of the existing holders of Shell Shares is required for the completion of the Arrangement.
See “The Arrangement – Procedure for the Arrangement to Become Effective” in the body of the Circular.
The Arrangement Resolution (See Appendix A in the Circular), must, subject to further order of the Court, be approved by not less than 66⅔% of the votes. If the Arrangement Resolution is not approved by the ARC Shareholders, the Arrangement cannot be completed.
See “The Arrangement – Procedure for the Arrangement to Become Effective – Shareholder Approval” in the body of the Circular.
If the Arrangement Resolution is not approved or the Arrangement is not completed for any other reason, the Arrangement Agreement may be terminated by ARC or Shell in certain circumstances.
ARC cannot actively seek other transactions. However, if an unsolicited credible proposal is received before shareholder approval and the ARC Board determines it could reasonably lead to a superior proposal, ARC may engage with the other party, subject to the Arrangement Agreement and notice to Shell. Shell would then have an opportunity to improve its offer.
The Arrangement Agreement provides for a termination damages payment of $600 million payable by ARC to Shell Canada, in consideration for the disposition of Shell Canada’s rights under the Arrangement Agreement, if the Arrangement Agreement is terminated in certain circumstances. The Arrangement Agreement also provides for an expense reimbursement damages payment of $30 million payable by ARC to Shell Canada in certain circumstances and an expense reimbursement damages payment of $30 million payable by Shell Canada to ARC in certain circumstances.
See “Risk Factors” and “The Arrangement – The Arrangement Agreement – Termination of the Arrangement Agreement” in the Circular.
If the Arrangement is completed, AcquisitionCo (a subsidiary of Shell Canada) will acquire all of the issued and outstanding ARC Shares, and ARC will become a direct or indirect wholly owned subsidiary of AcquisitionCo. Following completion of the Arrangement, it is anticipated that the ARC Shares will be delisted from the Toronto Stock Exchange within one to three trading days following receipt of the required documentation.
ARC Shareholders should consult their own tax or financial advisors regarding the Canadian, U.S., UK and other tax consequences of the Arrangement to them with respect to their particular circumstances.
A summary of some of the material Canadian federal income tax and the U.S. federal income tax considerations of the Arrangement applicable to ARC Shareholders and certain UK tax consequences for ARC Shareholders of acquiring, holding and disposing of Shell Shares are included in the Circular. See “Certain Canadian Federal Income Tax Considerations” and “Certain U.S. Federal Income Tax Considerations” and “Certain UK Tax Considerations” in the Circular. Such summaries are not intended to be legal or tax advice.
How you receive your Consideration depends on how you hold your ARC Shares.
If your shares are held through a broker or other intermediary, you are a Beneficial ARC Shareholder. If they are held directly in your name through a share certificate or DRS Advice, you are a Registered ARC Shareholder.
For questions related to the Arrangement, the Information Circular and how to receive your Consideration, please contact ARC’s proxy solicitation agent:
By calling or texting “INFO” to:
By email to: [email protected]
For specific questions related to the Letter of Transmittal, please contact the Depositary:
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