Shell plc - Outcome of audit tender process

Rhea-AI Summary

Shell plc (SHEL) announced that, after a competitive audit tender led by its Audit and Risk Committee, the Board has approved the proposed appointment of PricewaterhouseCoopers LLP (PwC) as external auditor effective for the financial year ending 31 December 2027, subject to shareholder approval at the 2027 Annual General Meeting.

Ernst & Young (EY) will remain external auditor for the financial year ending 31 December 2026, subject to shareholder approval at the 2026 Annual General Meeting. The tender outcome was communicated to participants on 5 February 2026. Further details will appear in the 2025 Annual Report and Form 20-F.

Positive

• Board approved proposed appointment of PwC effective FY2027
• Audit tender led by Audit and Risk Committee following competitive process
• EY issued unqualified reports on consolidated financial statements for two years

Negative

• PwC appointment is subject to shareholder approval at 2027 AGM
• Auditor transition may introduce short-term audit continuity and implementation risk

Key Figures

New auditor effective year: Financial year ending December 31, 2027 Current auditor final year: Financial year ending 31 December 2026 Tender start: Beginning of Q4 2025 +4 more

7 metrics

New auditor effective year Financial year ending December 31, 2027 PwC to become external auditor from this financial year, subject to approval

Current auditor final year Financial year ending 31 December 2026 EY to remain external auditor through this financial year, subject to approval

Tender start Beginning of Q4 2025 Competitive audit tender process initiated at this time

Auditor decision date February 5, 2026 Audit tender participants informed of outcome on this date

Look-back period Past two years Period over which only unqualified reports were issued by EY

2027 AGM 2027 Annual General Meeting Shareholder vote on PwC appointment scheduled for this meeting

2026 AGM 2026 Annual General Meeting Shareholder vote on EY’s 2026 appointment scheduled for this meeting

Market Reality Check

Price: $75.29 Vol: Volume 11,356,696 is 1.69...

high vol

$75.29 Last Close

Volume Volume 11,356,696 is 1.69x the 20-day average of 6,738,523, indicating elevated trading ahead of this governance update. high

Technical Price $74.63 trades above the 200-day MA of $71.77, sitting 5.89% below the 52-week high of $79.30 and 27.47% above the 52-week low of $58.545.

Peers on Argus

SHEL declined 5.28% while key peers moved modestly: CVX -0.24%, XOM -0.34%, BP -...

SHEL declined 5.28% while key peers moved modestly: CVX -0.24%, XOM -0.34%, BP -0.22%, PBR -1.13%, and TTE +0.36%. The magnitude of SHEL’s move suggests a stock-specific reaction rather than a broad Energy sector shift.

Historical Context

5 past events · Latest: Jan 30 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 30	Share buy-back update	Neutral	-0.6%	Disclosed repurchase and cancellation of 1,361,056 shares under buy-back programme.
Jan 30	Capital structure update	Neutral	-0.6%	Updated total voting rights with 5,687,196,643 ordinary shares outstanding.
Jan 29	Share buy-back update	Neutral	+2.2%	Reported purchase and cancellation of 1,351,003 shares across LSE and XAMS.
Jan 28	Share buy-back update	Neutral	+0.5%	Announced 1,080,959 shares purchased and cancelled as part of programme.
Jan 26	Share buy-back update	Neutral	-0.7%	Detailed 1,313,901 shares bought for cancellation on LSE and XAMS.

Pattern Detected

Recent disclosures have focused on share buy-backs and voting rights, with generally modest single-day price reactions around these updates.

Recent Company History

Over the past weeks, Shell’s news flow has been dominated by buy-back disclosures and capital structure updates. Between Jan 26–30, 2026, multiple "Transaction in Own Shares" notices detailed repurchases of roughly 1.1–1.4 million shares per day across LSE and XAMS, plus a Voting Rights and Capital update confirming 5,687,196,643 ordinary shares. Price reactions to these items were modest, suggesting routine corporate actions rather than major strategic shifts. Today’s auditor appointment sits alongside this backdrop of governance and capital-management news.

Market Pulse Summary

This announcement outlines Shell’s planned transition from EY to PwC as external auditor starting wi...

Analysis

This announcement outlines Shell’s planned transition from EY to PwC as external auditor starting with the financial year ending December 31, 2027, subject to shareholder approval at the 2027 AGM. EY will continue through the 2026 financial year and has issued only unqualified reports over the past two years with no reported disagreements. In context of recent buy-back and capital-structure disclosures, investors may track future annual reports for any changes in audit findings or control assessments.

Key Terms

external auditor, internal control over financial reporting

2 terms

external auditor financial

"PwC as its external auditor to take effect from, and including, the financial year"

An external auditor is an independent, third-party professional who reviews a company’s financial records and reports to confirm they are accurate and follow the rules. Like a home inspector checking a house before you buy, an external auditor gives investors assurance that the numbers reflect reality, which affects trust, the perceived risk of the company, and therefore investment decisions and value.

internal control over financial reporting financial

"or effectiveness of internal control over financial reporting were issued by EY and there"

Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.

AI-generated analysis. Not financial advice.

Shell plc

Outcome of audit tender process

February 6, 2026

Shell plc (the Company) announces that, following the conclusion of a competitive audit tender process initiated at the beginning of Q4 2025 and led by the Audit and Risk Committee, the Board has approved the proposed appointment of Pricewaterhouse Coopers LLP ("PwC") as its external auditor to take effect from, and including, the financial year ending December 31, 2027. The appointment is subject to shareholder approval at the Company’s 2027 Annual General Meeting.

EY will continue in its role as external auditor for the financial year ending 31 December 2026, subject to shareholder approval at the Company’s 2026 Annual General Meeting.

Notes to editors

• During the past two years, only unqualified reports on the Company’s consolidated financial statements or effectiveness of internal control over financial reporting were issued by EY and there were no disagreements with EY related to accounting matters, financial statement disclosure, or their audit.
• The audit tender participants were informed of the tender outcome on February 5, 2026.  Further details of the audit tender process will be provided in the Company's 2025 Annual Report and Accounts and Form 20-F.

Enquiries

Shell Media Relations

International, UK, European Press: +44 (0)20 7934 5550

FAQ

Who will be Shell plc's external auditor for the financial year ending 31 December 2027 (SHEL)?

PwC has been approved by the Board as the proposed external auditor for FY2027. According to the company, the appointment is subject to shareholder approval at the 2027 Annual General Meeting and follows a competitive tender process led by the Audit and Risk Committee.

Will EY remain Shell plc's auditor for the financial year ending 31 December 2026 (SHEL)?

Yes, EY will continue as external auditor for FY2026 pending shareholder approval. According to the company, EY remains in place subject to approval at the 2026 Annual General Meeting and has issued unqualified reports in the past two years.

When was the audit tender outcome communicated to participants in the Shell plc (SHEL) process?

The audit tender participants were informed on 5 February 2026. According to the company, that communication followed a competitive tender initiated at the start of Q4 2025 and led by the Audit and Risk Committee.

Where will Shell plc disclose further details of the 2025 audit tender and appointment (SHEL)?

Further details will be included in Shell's 2025 Annual Report and Form 20-F. According to the company, the full tender process and relevant information will be published in those regulatory filings.

Does the Shell plc (SHEL) announcement indicate any disagreements with EY during recent audits?

No disagreements with EY were reported in the announcement. According to the company, EY issued only unqualified reports on consolidated financial statements and on internal control effectiveness during the past two years.