An anonymous director reports

ARC RESOURCES LTD. ANNOUNCES THAT INDEPENDENT PROXY ADVISORY FIRMS ISS AND GLASS LEWIS HAVE RECOMMENDED ARC SHAREHOLDERS VOTE "FOR" THE ARRANGEMENT WITH SHELL PLC

Independent proxy advisory firms, including Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co., have recommended that the holders of ARC Resources Ltd. common shares vote for the arrangement resolution at the upcoming special meeting of ARC shareholders to be held on July 14, 2026, at 10 a.m. Mountain Time. At the meeting, ARC shareholders will be asked to approve the previously announced plan of arrangement involving ARC, Shell PLC, Shell Canada Ltd., a wholly owned subsidiary of Shell, and the ARC shareholders.

ISS and Glass Lewis proxy recommendation

ISS and Glass Lewis highlighted several factors in their reports in support of the arrangement.

ISS stated: "The strategic rationale is sound, and shareholders are being offered blended consideration of cash and stock at a premium. Shareholders are expected to benefit from a combined company that is a more diversified, scaled entity, with increased liquidity and a stronger financial position."

ISS also noted that based on the advice of a special committee of independent directors, the board of directors of ARC unanimously approved the arrangement after considering a number of factors, including that:

• The consideration's (as defined below) premium to the stock's unaffected trading price (as of April 24, 2026, the last trading day prior to the announcement of the arrangement agreement (as defined below)) was 27.3 per cent.
• The combined company is expected to benefit from synergies of $250-million (U.S.) annually.
• The balanced form of consideration provides immediate liquidity, certainty of value, as well as the opportunity for ARC shareholders to participate in the upside potential of the combined company.
• The ARC board remains able to respond to a superior proposal in certain circumstances.

ARC shareholders are encouraged to vote ahead of the proxy voting deadline

ARC shareholders of record as of June 1, 2026, are encouraged to vote for the arrangement resolution approving the arrangement now, and up to the proxy voting deadline of 10 a.m. Mountain Time, July 10, 2026.

A management information circular and proxy statement and accompanying materials with respect to the meeting have been mailed or otherwise made available to ARC shareholders and can also be accessed online on ARC's website and under ARC's issuer profile on SEDAR+.

ARC shareholders who have questions about how to vote may contact ARC's proxy solicitation agent Laurel Hill Advisory Group at toll-free: 1-877-452-7184; text message: 1-416-304-0211; e-mail: assistance@laurelhill.com.

Arrangement agreement

Under the terms of the arrangement agreement among Shell, Shell Canada and ARC dated April 27, 2026, as amended by the amending agreement (as defined below), ARC shareholders are entitled to receive 0.40247 of an ordinary share of Shell and $8.20 in cash 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 pound sterling/Canadian dollar exchange rate published by the Bank of Canada as of April 24, 2026, the last trading day prior to the announcement of the arrangement agreement. The parties entered into an amending agreement on June 6, 2026, to address certain mechanics related to the issuance and delivery of the consideration to ARC shareholders.

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

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.