Shell (SHEL) investor relations material

Deal rationale and strategic fit

• Acquisition accelerates production growth to a 4% CAGR through 2030, adds 370 kboe/d immediately, and extends reserve life with a 15+ year inventory of high-quality assets.

• Expands exposure to low-cost, lower-carbon intensity shale gas and liquids in the Montney Basin, establishing Canada as a core region and new low-cost heartland.

• Positions the company as the #1 LNG operator and #3 shale operator in Canada, enhancing ability to supply Asian LNG markets.

• Strengthens integrated gas and liquids strategy, supporting long-term free cash flow growth and shareholder distributions.

• ARC's assets and high-performance culture complement the acquirer's operational excellence and values.

Financial terms and conditions

• Transaction valued at US$16.4 billion enterprise value, with ARC shareholders receiving CAD 8.20 in cash and 0.40247 Shell shares per ARC share (approx. 25% cash, 75% shares), a 20% premium to ARC’s 30-day VWAP.

• Implies CAD 32.80 per share and an equity value of US$13.6 billion; Shell assumes US$2.8 billion in net debt and leases.

• Funded by US$3.4 billion in cash and US$10.2 billion in Shell shares (approx. 228 million shares issued), leveraging improved share valuation and non-core divestments.

• Deal is accretive to free cash flow per share from 2027, preserving balance sheet strength and financial flexibility.

Synergies and expected cost savings

• Annualized synergies of around $250 million expected within a year of closing, with further upside linked to LNG Canada Phase 2.

• Synergies include operational efficiencies, drilling and completion cost savings, G&A reductions, trading optimization, and infrastructure integration.

• Only 13% of the deal value is attributed to banked synergies, with significant upside potential identified.

• Additional upside from economies of scale and facility optimization.