Shell plc (“Shell”) statement re BP plc (“BP”)

Rhea-AI Summary

Shell plc (NYSE:SHEL) has officially responded to recent media speculation by confirming it is not actively considering an acquisition of BP plc. The company stated it has neither made an approach to BP nor engaged in any talks regarding a potential offer.

This announcement falls under Rule 2.8 of the UK City Code on Takeovers and Mergers, legally binding Shell to these restrictions. However, Shell reserves the right to make an offer under specific circumstances, including BP board agreement, third-party offers for BP, or material changes in circumstances as determined by the Takeover Panel.

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT IS AN ANNOUNCEMENT UNDER RULE 2.8 OF THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”)

26 June 2025

Shell plc (“Shell”) statement re BP plc (“BP”)

In response to recent media speculation Shell wishes to clarify that it has not been actively considering making an offer for BP and confirms it has not made an approach to, and no talks have taken place with, BP with regards to a possible offer.

This is a statement to which Rule 2.8 of the Code applies and accordingly Shell confirms it has no intention of making an offer for BP. As a result Shell will be bound by the restrictions set out in Rule 2.8 of the Code.

We remain focused on delivering more value with less emissions through performance, discipline and simplification.

Under Note 2 on Rule 2.8 of the Code, Shell reserves the right to set the restrictions in Rule 2.8 aside in the following circumstances:

1. with the agreement of the board of BP;
2. if a third party announces a firm intention to make an offer for BP;
3. if BP announces a Rule 9 waiver (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); and
4. if there has been a material change of circumstances (as determined by the Takeover Panel).

The contents of this announcement will be available at www.shell.com.

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

ENQUIRIES

Shell Media Relations

International +44 207 934 5550; U.S. and Canada: Contact form

LEI number of Shell plc: 21380068P1DRHMJ8KU70

Classification: Additional regulated information required to be disclosed under the laws of the United Kingdom.

FAQ

Has Shell made an offer to acquire BP in 2025?

No, Shell has officially confirmed it has not made any approach or held talks with BP regarding a possible acquisition offer.

What is Rule 2.8 of the UK City Code on Takeovers and Mergers?

Rule 2.8 legally binds Shell to its statement of having no intention to make an offer for BP, with specific exceptions under which these restrictions can be lifted.

Under what conditions can Shell make an offer for BP in the future?

Shell can make an offer if: 1) BP's board agrees, 2) a third party announces an offer for BP, 3) BP announces a Rule 9 waiver or reverse takeover, or 4) there is a material change in circumstances.

Why did Shell issue this statement about BP in June 2025?

Shell issued this statement in response to recent media speculation to clarify that it is not actively considering making an offer for BP.