On November 1, 2023 Shell plc (“Shell") received three notifications from Norges Bank, as set out below:
- Notification 1 – as a result of an acquisition of shares with the percentage of voting rights in Shell exceeding 3% on August 15, 2022;
- Notification 2 – correcting errors in Notification 1; and
- Notification 3 - Norges Bank’s shareholding falling below a notifiable threshold (below 3% of the voting rights in Shell) on October 30, 2023.
Norges Bank have advised Shell that Notifications 1 and 2 were not submitted to Shell in August 2022 as a result of an administrative error by Norges Bank.
Notifications 2 and 3 are set out below:
NOTIFICATION – Threshold crossed in August 2022 (corrected version)
TR-1: Standard form for notification of major holdings
| NOTIFICATION OF MAJOR HOLDINGS | ||||||
| 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | Shell plc | |||||
| 1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate) | ||||||
| Non-UK issuer | ||||||
| 2. Reason for the notification (please mark the appropriate box or boxes with an “X”) | ||||||
| An acquisition or disposal of voting rights | X | |||||
| An acquisition or disposal of financial instruments | ||||||
| An event changing the breakdown of voting rights | ||||||
| Other (please specify)iii: | ||||||
| 3. Details of person subject to the notification obligationiv | ||||||
| Name | Norges Bank | |||||
| City and country of registered office (if applicable) | Oslo, Norway | |||||
| 4. Full name of shareholder(s) (if different from 3.)v | ||||||
| Name | N/A | |||||
| City and country of registered office (if applicable) | N/A | |||||
| 5. Date on which the threshold was crossed or reachedvi: | 15 August 2022 | |||||
| 6. Date on which issuer notified (DD/MM/YYYY): | 1 November 2023 | |||||
| 7. Total positions of person(s) subject to the notification obligation | ||||||
| % of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuervii | |||
| Resulting situation on the date on which threshold was crossed or reached | 3.015200 % | 0.001990 % | 3.017190 % | 220,180,863 | ||
| Position of previous notification (if applicable) | 2.993500 | 0.000430 | 2.993930 | |||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
| A: Voting rights attached to shares | |||||||||
| Class/type of shares ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
| Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | ||||||
| GB00BP6MXD84 | 196654191 | 2.694800 % | |||||||
| US7802593050 | 23381414 | 0.320400 % | |||||||
| SUBTOTAL 8. A | 220,035,605 | 3.015200% | |||||||
| | |||||||||
| B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | |||||||||
| Type of financial instrument | Expiration datex | Exercise/ Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
| Shares on loan (right to recall) | n/a | At any time | 145258 | 0.001990 | |||||
| SUBTOTAL 8. B 1 | 145258 | 0.001990% | |||||||
| | |||||||||
| B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) | |||||||||
| Type of financial instrument | Expiration datex | Exercise/ Conversion Period xi | Physical or cash settlementxii | Number of voting rights | % of voting rights | ||||
| N/A | |||||||||
| SUBTOTAL 8.B.2 | |||||||||
| 9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”) | ||||
| Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii | x | |||
| Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) | ||||
| Namexv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
| 10. In case of proxy voting, please identify: | ||||
| Name of the proxy holder | ||||
| The number and % of voting rights held | ||||
| The date until which the voting rights will be held | ||||
| 11. Additional informationxvi | ||||
| Correction of previous notification | ||||
| Place of completion | Oslo, Norway |
| Date of completion | 1 November 2023 (Norges date from TR1 submission) |
NOTIFICATION – Threshold crossed in October 2023
TR-1: Standard form for notification of major holdings
| NOTIFICATION OF MAJOR HOLDINGS | ||||||
| 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | Shell plc | |||||
| 1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate) | ||||||
| Non-UK issuer | ||||||
| 2. Reason for the notification (please mark the appropriate box or boxes with an “X”) | ||||||
| An acquisition or disposal of voting rights | X | |||||
| An acquisition or disposal of financial instruments | ||||||
| An event changing the breakdown of voting rights | ||||||
| Other (please specify)iii: | ||||||
| 3. Details of person subject to the notification obligationiv | ||||||
| Name | Norges Bank | |||||
| City and country of registered office (if applicable) | Oslo, Norway | |||||
| 4. Full name of shareholder(s) (if different from 3.)v | ||||||
| Name | N/A | |||||
| City and country of registered office (if applicable) | N/A | |||||
| 5. Date on which the threshold was crossed or reachedvi: | 30 October 2023 | |||||
| 6. Date on which issuer notified (DD/MM/YYYY): | 1 November 2023 | |||||
| 7. Total positions of person(s) subject to the notification obligation | ||||||
| % of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuervii | |||
| Resulting situation on the date on which threshold was crossed or reached | 2.984360 | 0.000000 | 2.984360 | 197,118,319 | ||
| Position of previous notification (if applicable) | 3.015200 | 0.001990 | 3.017190 | |||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
| A: Voting rights attached to shares | |||||||||
| Class/type of shares ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
| Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | ||||||
| GB00BP6MXD84 | 195445567 | 2.959040 % | |||||||
| US7802593050 | 1672752 | 0.025320 % | |||||||
| SUBTOTAL 8. A | 197,118,319 | 2.984360% | |||||||
| | |||||||||
| B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | |||||||||
| Type of financial instrument | Expiration datex | Exercise/ Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
| N/A | |||||||||
| SUBTOTAL 8. B 1 | |||||||||
| | |||||||||
| B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) | |||||||||
| Type of financial instrument | Expiration datex | Exercise/ Conversion Period xi | Physical or cash settlementxii | Number of voting rights | % of voting rights | ||||
| N/A | |||||||||
| SUBTOTAL 8.B.2 | |||||||||
| 9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”) | ||||
| Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii | x | |||
| Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) | ||||
| Namexv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
| 10. In case of proxy voting, please identify: | ||||
| Name of the proxy holder | ||||
| The number and % of voting rights held | ||||
| The date until which the voting rights will be held | ||||
| 11. Additional informationxvi | ||||
| Place of completion | Oslo, Norway |
| Date of completion | 1 November 2023 (Norges date from TR1 submission) |
Anthony Clarke
Deputy Company Secretary
Shell plc
LEI Number of Shell plc: 21380068P1DRHMJ8KU70
Classification: Major Shareholding Notifications
