Mr. Hal Kvisle reports

ARC RESOURCES LTD. ANNOUNCES AGREEMENT TO BE ACQUIRED BY SHELL PLC

ARC Resources Ltd. has entered into a definitive arrangement agreement with Shell PLC and Shell Canada Ltd., a wholly owned subsidiary of Shell, whereby Shell has agreed to acquire all of the issued and outstanding common shares of ARC in a cash and share transaction valued at approximately $22-billion, including assumed net debt.

Highlights:

• The $32.80 per share purchase price -- payable 75 per cent in ordinary shares of Shell and 25 per cent in cash -- represents a 27-per-cent premium to ARC's April 24, 2026, closing price on the Toronto Stock Exchange;
• Near-term liquidity to ARC shareholders in the form of cash with highly liquid Shell shares provides upside exposure to an integrated global energy platform;
• The agreement strengthens Shell's integrated gas business and creates a new platform for growth in Canada by adding long-duration, high-quality Montney resource;
• Addition of ARC employees adds deep Montney expertise with a record of operational excellence to complement Shell's strong culture and world-class organization;
• Significant opportunities to unlock and accelerate LNG-related (liquefied natural gas) value through Shell's integrated natural gas value chain -- scale, infrastructure footprint and global reach underpin enhanced long-term profitability;
• The transaction has received unanimous approval by ARC's board of directors, which recommends ARC shareholders vote for the transaction at a special meeting expected to be held in July, 2026.

Under the terms of the arrangement agreement, holders of ARC shares will receive 0.40247 of a Shell share and $8.20 in cash consideration in exchange for each ARC share, representing total consideration of $32.80 per ARC share, based upon the closing price of Shell shares on the London Stock Exchange and the daily Great Britain-pound/Canadian-dollar exchange rate published by the Bank of Canada as of April 24, 2026.

The proposed transaction is to be completed by way of a plan of arrangement under the Business Corporations Act (Alberta) (ABCA) and, subject to satisfaction of conditions typical for a transaction of this nature, is expected to close in the second half of 2026.

"Over our 30-year history, we have built a strong and resilient Canadian energy company defined by the depth of our world-class Montney assets, low-cost operations, leadership in responsible development, and high performance people and culture," said Terry Anderson, president and chief executive officer, ARC Resources Ltd. "On behalf of our leadership team, I would like to thank our people for their dedication and commitment to excellence in all facets of our business. Through this transaction, we will realize this tremendous value and become part of a dynamic global energy leader capable of realizing the full potential of our business and delivering on Canada's exciting energy future."

"The ARC board unanimously recommends this strategic transaction to our shareholders," said Hal Kvisle, chair of the ARC board. "This agreement delivers compelling value for our shareholders and brings together two companies with shared commitments to safety, operational excellence, and care for communities and people -- strengthening our ability to deliver resilient, long-term value creation for many years to come."

"ARC is a high-quality, low-cost and top-quartile low-carbon-intensity producer that complements our existing footprint in Canada and strengthens our resource base for decades to come. ARC has demonstrated a strong track record of operational excellence and responsible development, which aligns closely to how we do business. We look forward to welcoming our new colleagues into the organization and together, furthering our strategy of delivering more value with less emissions," said Wael Sawan, chief executive officer, Shell.

Strategic rationale and shareholder benefits

Attractive premium and value:

• The consideration represents a 27-per-cent premium to ARC's April 24, 2026, closing price on the TSX.
• The premium accelerates the realization of value for ARC's undeveloped inventory and inherent value in the company's underlying Montney resources.

Near-term liquidity with global energy platform exposure:

• The consideration mix offers near-term liquidity in the form of cash and continued equity exposure through highly liquid Shell shares.
• ARC shareholders receiving Shell shares will gain exposure to one of the world's largest integrated energy companies, with a robust balance sheet and a record of consistent shareholder returns.

Enhanced shareholder returns:

• ARC shareholders will benefit from continued shareholder returns with a Shell quarterly dividend of 37.2 U.S. cents per Shell share.

Transaction details

Under the terms of the arrangement agreement, ARC shareholders will receive 0.40247 of a Shell share and $8.20 in cash consideration in exchange for each ARC share, representing total consideration of $32.80 per ARC share, based upon the closing price of Shell shares on the London Stock Exchange and the daily Great Britain-pound/Canadian-dollar exchange rate published by the Bank of Canada as of April 24, 2026.

The proposed transaction will be effectuated pursuant to a plan of arrangement under the ABCA, which is required to be approved by the Court of King's Bench of Alberta. The transaction will require approval by 66-2/3rds per cent of the votes cast by the ARC shareholders present in person or represented by proxy at a special meeting of ARC shareholders to be called to consider the transaction, expected to be held in July, 2026.

In addition to shareholder and court approvals, the transaction is subject to applicable regulatory approvals, including approvals under the Competition Act (Canada), the Investment Canada Act, the Canada Transportation Act, and the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Subject to the satisfaction of such conditions, the transaction is expected to close in the second half of 2026.

The arrangement includes representations and warranties, conditions and covenants of the parties typical for transactions of this nature, including a non-solicitation covenant on the part of ARC, a right of Shell to match any superior proposal subject to customary fiduciary-out provisions and a fee payable by ARC in the amount of $600-million if the arrangement agreement is terminated in certain circumstances.

Subject to ARC board approval, ARC is expected to continue paying its regular quarterly eligible dividend amount of 21 cents per ARC share until closing of the transaction, with the next quarterly eligible dividend expected to be paid on July 15, 2026, to shareholders of record on June 30, 2026.

Further details with respect to the arrangement will be included in the ARC management information circular, which, when finalized, will be filed under ARC's profile on SEDAR+ and available on ARC's website.

Board of directors recommendation

In March, 2026, ARC formed a special committee of independent directors to oversee and lead the negotiation of the proposed transaction with Shell.

The ARC board, after considering the recommendation by the special committee, and after consultation with its financial and legal advisers, has determined that the transaction is in the best interests of ARC and is fair to ARC shareholders, and has unanimously recommended that the ARC shareholders vote in favour of the special resolution approving the transaction at the ARC shareholders meeting.

Financial advisers and fairness opinion

RBC Capital Markets is acting as exclusive financial adviser to ARC.

RBC Capital Markets has provided a verbal opinion to the ARC board, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by ARC shareholders pursuant to the arrangement is fair, from a financial point of view, to ARC shareholders.

A copy of RBC Capital Markets' written fairness opinion, as well as additional details regarding the terms and conditions of the arrangement and the transaction and the rationale for the recommendation by ARC's board, will be included in the circular and other materials to be mailed to ARC shareholders in connection with the ARC shareholders meeting to approve the transaction.

Burnet, Duckworth & Palmer LLP is acting as lead legal counsel to ARC.

Freshfields LLP is acting as U.K. counsel and U.S. corporate, securities and tax counsel, and Baker Botts LLP is acting as U.S. regulatory counsel to ARC.

Upcoming shareholder engagement

Q1 (first quarter) 2026 results conference call

ARC's senior leadership team will be hosting a conference call to discuss the company's first quarter 2026 results on Wednesday, April 29, 2026, at 8 a.m. Mountain Time.

Date:  Wednesday, April 29, 2026

Time:  8 a.m. MT

Dial-in numbers

Calgary:  403-910-0389

Toronto:  437-900-0527

Toll-free:  1-888-510-2154

Conference ID No.:  03806

Webcast:  A webcast will be available.

Callers are encouraged to dial in 15 minutes before the start time to register for the event. A replay will be available on ARC's website following the conference call.

About ARC Resources Ltd.

ARC Resources is a pure-play Montney producer and one of Canada's largest dividend-paying energy companies, featuring low-cost operations. ARC's investment-grade credit profile is supported by commodity and geographic diversity and robust risk management practices around all aspects of the business. ARC's common shares trade on the Toronto Stock Exchange under the symbol ARX.

About Shell Canada Ltd.

Shell Canada is one of the few truly integrated energy companies in Canada with all of Shell's global businesses represented. Shell Canada activities include exploration, gas production, refining and manufacturing, and providing fuels and developing energy solutions for customers.

Shell's businesses in Canada among others include a 40-per-cent interest in the LNG Canada joint venture, which exports Canadian natural gas to Asian markets; shale gas and liquids assets in Alberta and British Columbia; a network of approximately 1,500 Shell retail stations across Canada; the Scotford complex in Alberta, which includes an upgrader, chemicals plant, and is home to the Quest carbon capture and storage facility, and the Sarnia manufacturing centre refinery in Ontario.

About Shell PLC

Shell is a global group of energy and petrochemical companies, employing around 85,000 people across more than 70 countries. Shell's activities include oil and gas exploration and production, and the marketing of fuels, lubricants and chemical products. Shell also offer low-carbon energy products and solutions. Shell's purpose is to power progress together by working with each other, Shell's customers and its partners to provide the energy products people need to power their lives and businesses, and Shell's strategy is to deliver more value with less emissions.

Shell has one single class of ordinary shares, each having a nominal value of 0.07 euro. All shares are listed and able to trade at Euronext Amsterdam and the London Stock Exchange. Furthermore, all shares are transferable between these two markets. This makes both these exchanges primary exchanges for the Shell shares.

Ordinary shares are traded in registered form. The company's American depositary shares (ADSs) are listed on the New York Stock Exchange. A depositary receipt is a certificate that evidences ADSs. Depositary receipts are issued, cancelled and exchanged at the office of JPMorgan Chase Bank N.A., 270 Park Ave. (8th floor), New York, N.Y., 10017, as depositary, under second amended and restated deposit agreement, and amendment No. 1 thereto, between the company, the depositary and the holders of ADSs. Each ADS is equivalent to two ordinary shares of Shell deposited under the deposit agreement. All ordinary shares are capable of being deposited with the depository in exchange for the corresponding amount of ADSs, which may be traded at the New York Stock Exchange. This makes the New York Stock Exchange the primary exchange for the company's American depositary receipts (ADRs).

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