Shell Sells U.S. Appalachia Assets to National Fuel

HOUSTON,May 5,2020 --Royal Dutch Shell plc,through its affiliate SWEPI LP ("Shell"),has reached an agreement with publicly listed U.S. energy company National Fuel Gas Company (NFG),and its subsidiaries,Seneca Resources Company,LLC,National Fuel Gas Midstream Company,and NFG Midstream Covington,LLC (together "National Fuel"),to sell its Appalachia shale gas position for $541 million,subject to closing adjustments. The transaction has an effective date of January 1,2020.

The consideration is intended to be paid in cash,but National Fuel has the option to provide up to $150 million of NFG common stock as consideration. The transaction is part of divesting non-core assets and in line with Shell's Shales strategy which focusses on development of higher margin,light tight oil assets.

"Divesting our Appalachia position is consistent with our desire to focus our Shales portfolio," said Wael Sawan,Upstream Director at Shell. "While we maximize cash in the current environment,our drive for a competitive position in Shales continues. It is a core part of our Upstream portfolio along with the Deep Water and Conventional oil and gas businesses."

The transaction includes the transfer of ~450,000 net leasehold acres across Pennsylvania,with approximately 350 producing Marcellus and Utica wells in Tioga County and associated facilities. The current net production is ~250 million standard cubic feet per day. The transaction also includes the transfer of the Shell owned and operated midstream infrastructure.

The sale is subject to regulatory approvals and expected to close by end of July 2020.

Notes to Editors

The transaction is intended to be paid fully in cash but alternatively National Fuel will pay up to $150 million of the purchase price in NFG common stock at an adjusted price of $38.97 per share,with the balance paid in cash

If the transaction is not paid fully in cash,there will be two contingent payments of up to $15mln for each of the years 2021 and 2022 depending on certain market conditions,in which the payment will be pro-rata reduced if National Fuel elects for less share compensation at close

Shell's Appalachia operations are located in the predominately rural northern and western portions of Pennsylvania,where we drill and produce dry gas from the Marcellus and Utica formations

Shell remains committed to Pennsylvania,for example through our Pennsylvania Petrochemicals Complex which brings new growth and jobs to the region,with up to 6,000 construction workers involved in building the new facility and an expected 600 permanent employees when completed

Shell continues to have attractive opportunities in its Shales portfolio both inside and outside the United States,which we operate with a focus on driving down costs while increasing efficiency in all areas of our business

Cautionary Note

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