TIDMSHELL
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 23, 2023 at ExCel
London, 1 Western Gateway, Royal Victoria Dock, London, E16 1XL.
Resolutions 1-25 were carried and resolution 26 (Shareholder
resolution) 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
VOTES VOTES VOTES % of ISC VOTES
RESOLUTION FOR % AGAINST % TOTAL VOTED WITHHELD
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
1 Receipt of Annual Report & Accounts 4,112,750,282 98.80 49,764,084 1.20 4,162,514,366 61.07% 22,653,483
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
Approval of Directors' Remuneration
2 Policy 3,931,530,222 94.60 224,454,202 5.40 4,155,984,424 60.97% 29,173,157
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
Approval of Directors' Remuneration
3 Report 3,932,918,278 94.67 221,306,985 5.33 4,154,225,263 60.95% 30,948,299
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
4 Appointment of Wael Sawan 4,144,885,993 99.54 19,010,510 0.46 4,163,896,503 61.09% 21,271,026
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
5 Appointment of Cyrus Taraporevala 4,154,959,581 99.80 8,183,875 0.20 4,163,143,456 61.08% 22,016,648
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
6 Appointment of Sir Charles Roxburgh 4,155,495,320 99.82 7,640,226 0.18 4,163,135,546 61.08% 22,022,303
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
7 Appointment of Leena Srivastava 4,154,600,377 99.79 8,607,771 0.21 4,163,208,148 61.08% 21,947,535
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
8 Reappointment of Sinead Gorman 4,141,264,547 99.46 22,585,705 0.54 4,163,850,252 61.09% 21,308,493
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
9 Reappointment of Dick Boer 4,147,878,947 99.63 15,575,793 0.37 4,163,454,740 61.08% 21,697,729
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
10 Reappointment of Neil Carson 4,138,724,544 99.41 24,655,551 0.59 4,163,380,095 61.08% 21,777,591
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
11 Reappointment of Ann Godbehere 4,112,133,629 98.77 51,364,717 1.23 4,163,498,346 61.08% 21,661,166
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
12 Reappointment of Jane Holl Lute 4,154,630,166 99.79 8,796,041 0.21 4,163,426,207 61.08% 21,728,442
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
13 Reappointment of Catherine Hughes 4,093,204,183 98.31 70,394,114 1.69 4,163,598,297 61.08% 21,556,356
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
14 Reappointment of Sir Andrew Mackenzie 3,865,871,321 93.08 287,568,234 6.92 4,153,439,555 60.94% 31,713,780
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
Reappointment of Abraham (Bram)
15 Schot 4,153,939,170 99.78 9,234,377 0.22 4,163,173,547 61.08% 21,975,068
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
16 Reappointment of Auditors 4,126,011,803 99.07 38,590,472 0.93 4,164,602,275 61.10% 20,536,582
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
17 Remuneration of Auditors 4,158,268,663 99.89 4,549,131 0.11 4,162,817,794 61.07% 22,323,982
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
18 Authority to allot shares 4,075,776,484 97.90 87,241,817 2.10 4,163,018,301 61.08% 22,122,871
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
Disapplication of pre-emption
19 rights* 4,125,686,397 99.16 35,028,059 0.84 4,160,714,456 61.04% 24,434,262
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
Authority to make on-market purchases
20 of own shares* 4,105,479,661 98.61 57,853,586 1.39 4,163,333,247 61.08% 21,809,555
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
Authority to make off-market purchases
21 of own shares* 4,103,411,185 98.57 59,556,796 1.43 4,162,967,981 61.07% 22,163,274
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
Authority for certain donations
22 and expenditure 4,113,698,680 98.83 48,576,752 1.17 4,162,275,432 61.06% 22,865,132
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
Adoption of new Articles of
23 Association* 4,150,264,975 99.73 11,293,798 0.27 4,161,558,773 61.05% 23,575,654
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
24 Shell Share plan 4,076,070,439 97.93 85,996,093 2.07 4,162,066,532 61.06% 23,054,190
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
25 Shell's Energy Transition resolution 3,204,367,748 80.01 800,555,465 19.99 4,004,923,213 58.76% 180,219,860
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
26 Shareholder resolution* 807,193,321 20.19 3,189,924,080 79.81 3,997,117,401 58.64% 188,037,954
-------------------------------------- ------------- ----- ------------- ----- ------------- -------- -----------
* 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: "I'm pleased the
vast majority of our investors remain supportive of our strategy to
become a net-zero emissions energy business by 2050. We are focused
on performance and discipline to achieve the levels of returns our
shareholders expect across all our business areas, and to ensure
the company is valued fairly. As we continue this journey, we are
delivering the energy the world needs today, and investing in low
carbon energy solutions for the future."
The level of votes on Resolutions 25 and 26 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 23, 2023
Caroline J.M. Omloo
Company Secretary
Shell plc
ENQUIRIES
Shell Media Relations
International, UK, European Press: +44 20 7934 5550
LEI number of Shell plc: 21380068P1DRHMJ8KU70
Classification: Additional regulated information required to be
disclosed under the laws of a Member State.
Cautionary Note
The 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. Entities
and unincorporated arrangements over which Shell has joint control
are generally referred to as "joint ventures" and "joint
operations", respectively. "Joint ventures" and "joint operations"
are collectively referred to as "joint arrangements". Entities over
which Shell has significant influence but neither control nor joint
control are referred to as "associates". 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 Statements
This 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",
"could", "estimate", "expect", "goals", "intend", "may",
"milestones", "objectives", "outlook", "plan", "probably",
"project", "risks", "schedule", "seek", "should", "target", "will"
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; 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, 2022 (available at www.shell.com/investor 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, 23, May 2023.
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 intensity
Also, in this announcement we may refer to Shell's "Net Carbon
Intensity", 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 only controls its own emissions. The use of the term Shell's
"Net Carbon Intensity" is for convenience only and not intended to
suggest these emissions are those of Shell plc or its
subsidiaries.
Shell's net-Zero Emissions Target
Shell'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 Net Carbon Intensity (NCI) targets over the next ten
years. However, Shell's operating plans cannot reflect our 2050
net-zero emissions target and 2035 NCI target, as these targets are
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 measures
This 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.
(END) Dow Jones Newswires
May 23, 2023 10:41 ET (14:41 GMT)
Copyright (c) 2023 Dow Jones & Company, Inc.
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