Core Viewpoint - Shell plc has initiated exchange offers for six series of USD notes to optimize its capital structure and align its indebtedness with its U.S. business operations [2][3]. Group 1: Exchange Offers Details - The exchange offers involve five series of notes from Shell International Finance B.V. and one series from BG Energy Capital plc, collectively referred to as "Old Notes" [2][3]. - Eligible holders can exchange their Old Notes for a combination of cash and new notes issued by Shell Finance US Inc., which will be fully guaranteed by Shell [2][3]. - The new notes will have similar terms to the Old Notes, including interest rates and maturity dates, with minor exceptions [2][3]. Group 2: Financial Information - The total principal amount of the Old Notes being exchanged is $1,500 million for 3.875% notes due 2028, $2,750 million for 6.375% notes due 2038, $1,000 million for 5.500% notes due 2040, $900 million for 5.125% notes due 2041, $1,250 million for 3.125% notes due 2049, and $1,000 million for 3.000% notes due 2051 [4][5]. - Eligible holders must validly tender their Old Notes in minimum denominations of $1,000 for Shell International Finance Notes and $200,000 for BGEC Notes [6][10]. Group 3: Timeline and Conditions - The exchange offers commenced on November 3, 2025, and will expire on December 3, 2025, unless extended [11]. - To receive the total consideration, eligible holders must tender their Old Notes by November 17, 2025 [11][12]. - The exchange offers are subject to conditions, including the Minimum Size Condition, which must be satisfied for each series of Old Notes [14][17].

Core Points - Shell plc has initiated exchange offers for six series of USD notes issued by Shell International Finance B.V. and BG Energy Capital plc to optimize its capital structure and align its indebtedness with its U.S. business [2][3]. Group 1: Exchange Offers Details - The exchange offers involve the exchange of existing notes (Old Notes) for new notes (New Notes) issued by Shell Finance US Inc., guaranteed by Shell [2][3]. - Eligible holders can exchange validly tendered Old Notes for a combination of cash and New Notes, which will have similar terms to the Old Notes [2][3]. - The exchange offers commenced on November 3, 2025, and will expire on December 3, 2025, unless extended [12]. Group 2: Financial Terms - The total consideration for each $1,000 principal amount of Old Notes validly tendered includes $1,000 principal amount of New Notes and a cash amount of $1.00 [14]. - An early participation premium of $30 will be included for those who tender their Old Notes before the early participation deadline of November 17, 2025 [16][12]. - The minimum denominations for tendering Old Notes are $1,000 for Shell International Finance Notes and $200,000 for BGEC Notes [11][7]. Group 3: Conditions and Participation - The exchange offers are subject to a minimum size condition, meaning no Old Notes will be accepted unless the aggregate principal amount of New Notes to be issued meets the specified minimum [10][15]. - Eligible holders must complete an eligibility certification to participate in the exchange offers [22][23]. - The settlement date for the exchange is expected to occur on December 8, 2025, if the offers are not extended [19].