Shell to grow company-owned retail sites in the U.S. with acquisition of Landmark fuel and convenience network

HOUSTON,Oct. 27,2021 --Shell Retail and Convenience Operations LLC,a wholly owned subsidiary of Shell Oil Products US (Shell),has signed an agreement to acquire 248 company-owned fuel and convenience retail sites from the Landmark group of companies (Landmark),whose convenience stores operate in Texas under the Timewise brand. The agreement also includes supply agreements with an additional 117 independently operated fuel and convenience sites.

This acquisition enables Shell to continue its existing,trusted premium product offerings. As one of the largest fuels and convenience retail markets globally,growing in the U.S. gives Shell the opportunity to build on its successful brand presence and leverage the strength of its ongoing business relationships.

"Today's announcement increases our presence in a core market and shows our growth strategy in action," said Huibert Vigeveno,Shell's Downstream Director. "It brings us closer to more customers and strengthens our ability to meet their rapidly changing needs. The deal also allows us to work hand-in-hand with customers to help shape demand for low-carbon energy products and services while profitably decarbonizing alongside them."

By enhancing Shell's presence in the U.S.,this acquisition advances Shell's Powering Progress strategy in three ways: by growing its retail footprint in one of its core markets,by providing opportunities to offer customers expanded fuelling options (including electric vehicle charging,hydrogen,biofuels and lower-carbon premium fuels) and by allowing for the growth of non-fuel sales through an enhanced convenience offering.

Subject to regulatory clearance and the satisfaction of closing conditions,the deal is expected to be completed by year end.

Notes to editors

The agreement covers the purchase of:

The remaining 50% share in Texas Petroleum Group,LLC (TPG),previously a 50/50 joint venture between Equilon Enterprises LLC (d/b/a Shell Oil Products US) and Landmark Industries Holdings,LTD. TPG includes 170 company owned fuel and convenience sites and supply agreements for 63 independently operated fuel and convenience sites; and

Landmark's retail gas station network (including gas stations as well as its dealer supply agreements),as acquired from Landmark Industries,LLC,Landmark Industries Energy,and Landmark Petroleum,LLC which includes 78 company owned fuel and convenience sites and supply agreements for 54 independently operated fuel and convenience sites.

Subject to regulatory clearance and the satisfaction of closing conditions,TPG will be a wholly owned subsidiary of Shell Retail and Convenience Operations LLC,within our Downstream Mobility business.

This acquisition falls within the 2021 RDS cash capex budget of below $22 bln as disclosed at Shell Strategy Day on February 11,2021.

More than 2,000 Landmark team members become the foundation to enable Shell to grow its company-owned network in the U.S.

Shell remains committed to collaborating with wholesalers and dealers to serve customers,drive business value,and thrive through the energy transition. Shell will continue to support and grow with our wholesalers,dealers,and JV partners who own and operate more than 13,000 Shell-branded sites across the U.S.

By 2025,globally we expect to service 40 million customers daily at our retail service stations,have 55,000 Shell-branded retail service stations and 15,000 convenience stores.

On February 11,2021,Shell set forth its Powering Progress strategy,including details of how it will achieve its target to be a net-zero emissions energy business by 2050,in step with society.

For more details on Shell's Powering Progress strategy,please visit:

www.shell.com/poweringprogress

Cautionary note

The companies in which Royal Dutch Shell plc directly and indirectly owns investments are separate legal entities. In this press release "Shell","Shell Group" and "Group" are sometimes used for convenience where references are made to Royal Dutch Shell plc and its subsidiaries in general. Likewise,the words "we","us" and "our" are also used to refer to Royal Dutch Shell plc and its subsidiaries in general or to those who work for them. These terms are also used where no useful purpose is served by identifying the particular entity or entities. ''Subsidiaries'',"Shell subsidiaries" and "Shell companies" as used in this press release refer to entities over which Royal Dutch Shell plc either directly or indirectly has control. Entities and unincorporated arrangements over which Shell has joint control are generally referred to as "joint ventures" and "joint operations",respectively. Entities over which Shell has significant influence but neither control nor joint control are referred to as "associates". The term "Shell interest" is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in an entity or unincorporated joint arrangement,after exclusion of all third-party interest.

Shell's operating plan,outlook and budgets are forecasted for a ten-year period and are updated every year. They reflect the current economic environment and what we can reasonably expect to see over the next ten years. Accordingly,Shell's operating plans,outlooks,budgets and pricing assumptions do not reflect our net-zero emissions target. In the future,as society moves towards net-zero emissions,we expect Shell's operating plans,budgets and pricing assumptions to reflect this movement.

This press release contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning the financial condition,results of operations and businesses of Royal Dutch Shell. All statements other than statements of historical fact are,or may be deemed to be,forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results,performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include,among other things,statements concerning the potential exposure of Royal Dutch Shell to market risks and statements expressing management's expectations,beliefs,estimates,forecasts,projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as "aim","ambition",''anticipate'',''believe'',''could'',''estimate'',''expect'',''goals'',''intend'',''may'',''objectives'',''outlook'',''plan'',''probably'',''project'',''risks'',"schedule",''seek'',''should'',''target'',''will'' and similar terms and phrases. There are a number of factors that could affect the future operations of Royal Dutch Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this press release,including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell's products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks; (h) risks associated with the identification of suitable potential acquisition properties and targets,and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative,fiscal and regulatory developments including regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks,including the risks of expropriation and renegotiation of the terms of contracts with governmental entities,delays or advancements in the approval of projects and delays in the reimbursement for shared costs; (m) risks associated with the impact of pandemics,such as the COVID-19 (coronavirus) outbreak; and (n) changes in trading conditions. No assurance is provided that future dividend payments will match or exceed previous dividend payments. All forward-looking statements contained in this press release are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional risk factors that may affect future results are contained in Royal Dutch Shell's Form 20-F for the year ended December 31,2020 (available at www.shell.com/investor and www.sec.gov). These risk factors also expressly qualify all forward-looking statements contained in this press release and should be considered by the reader. Each forward-looking statement speaks only as of the date of this press release,October 26,2021. Neither Royal Dutch Shell plc nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information,future events or other information. In light of these risks,results could differ materially from those stated,implied or inferred from the forward-looking statements contained in this press release.

We may have used certain terms,such as resources,in this press release that the United States Securities and Exchange Commission (SEC) strictly prohibits us from including in our filings with the SEC. Investors are urged to consider closely the disclosure in our Form 20-F,File No 1-32575,available on the SEC website www.sec.gov.