ARC Resources Acquisition: Information for Former ARC Shareholders
On September 2, 2026, Shell completed the acquisition of ARC Resources Ltd. The materials available on this page are in connection with the transaction and are provided to former ARC shareholders for information purposes only. These materials do not constitute legal or tax advice, and shareholders who are in any doubt should consult an appropriately qualified professional adviser.
Transaction Overview
- Transaction closed on September 2, 2026. The Effective Date under the Plan of Arrangement is therefore September 2, 2026.
- Former ARC shareholders received:
- CAD 8.20 cash per ARC share
- 0.40247 Shell ordinary shares per ARC share
Settlement Information
Under the Arrangement, each ARC Shareholder is entitled to receive for each ARC Share held: $8.20 in cash (CAD) and 0.40247 of a Shell Share (the “Consideration”).
To receive your Consideration, please find below important instructions and actions that must be completed by each ARC Shareholder no later than 3 years following the closing date of the transaction.
Repositioning into Shell ADRs or Euroclear Nederland
ARC Shareholders should note that, under the Plan of Arrangement, the Depositary is not required to transfer or deliver Shell shares to a person if it or Shell reasonably believes that transfer or delivery would give rise to certain transfer taxes (including UK stamp duty and stamp duty reserve tax), unless certain requirements are met. ARC Shareholders are referred to Sections 3.1(e) and 3.7 of the Plan of Arrangement.
Following receipt of their Shell shares into their own (or their broker’s) name or CREST account, former ARC shareholders are expected to be able to reposition their Shell shareholding into ADRs, or into the Euroclear Nederland system (for trading on Euronext Amsterdam), in the same way as Shell shareholders are able to do at present, subject to the existing requirements for such repositioning and any associated costs and taxes.
Shell has received confirmation from HM Revenue and Customs (HMRC) that, where a former ARC shareholder undertakes such a repositioning of their new Shell shares within four months of the Effective Date under the Plan of Arrangement, it will be considered to be in the course of exempt “capital-raising” arrangements, and so will not give rise to any charge to 1.5% stamp duty or 1.5% stamp duty reserve tax (SDRT). ARC Shareholders should, however, be aware that any such repositioning is done at their own risk: they may not be able to rely on such confirmations as against HMRC, such confirmations may not be binding on HMRC, and any such repositioning may still give rise to 0.5% stamp duty or SDRT in certain circumstances (for example, if the repositioning is undertaken as part of a sale of a former ARC shareholder’s new Shell shares).
The comments above do not constitute tax or legal advice. Shareholders should seek their own legal, tax, investment and other professional advice before undertaking any such repositioning.
Tax Information
The following information relates to the acquisition of all of the issued and outstanding common shares of ARC Resources Ltd. (“ARC”) by way of statutory plan of arrangement of ARC under Section 193 of the Business Corporations Act (Alberta) (the “Transaction”). The Transaction became effective on September 2, 2026 (the “Effective Date”).
Under the Transaction, each ARC Shareholder is entitled to receive in exchange for each common share of ARC held:
• cash payment of CAD $8.20; and
• 0.40247 of an ordinary share in the capital of Shell plc
For purposes of computing the Transaction value and reporting the Transaction, Shell plc currently intends to use the closing auction price of the Shell plc ordinary shares on the London Stock Exchange (“LSE”) on the Effective Date. The closing auction price of the Shell plc ordinary shares on the LSE on the Effective Date was GBP £34.43. This approach may not be binding on any tax authority.
The information herein may be of assistance to ARC shareholders for tax reporting and other purposes related to the Transaction, including the computation of the proceeds and tax liability realized on the sale of the ARC shares under the Transaction. This information is general in nature only and is not tax or legal advice. ARC shareholders should consult their own tax advisors concerning the tax consequences of the Transaction to them.