HOUSTON, April 28, 2026 – Baker Botts L.L.P., a leading international energy, technology, and life sciences law firm, is serving as U.S. regulatory counsel to ARC Resources Ltd. (TSX: ARX) (“ARC”) in its agreement to be acquired by Shell plc (LSE, NYSE: SHEL) (“Shell”) in a cash and share transaction with an enterprise value of approximately US$16.4 billion.

Under the agreement, ARC shareholders will receive CAD $8.20 in cash and 0.40247 ordinary Shell shares for each ARC share, representing total consideration of CAD $32.80 per ARC share. The equity value of the transaction is approximately US$13.6 billion, funded with US$3.4 billion in cash and approximately 228 million newly issued Shell ordinary shares valued at US$10.2 billion.

The transaction is structured as a plan of arrangement under the Business Corporations Act (Alberta) and is expected to close in the second half of 2026, subject to shareholder, court, and regulatory approvals.

ARC Resources Ltd. 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.

Burnet, Duckworth & Palmer LLP is acting as lead counsel to ARC.

Baker Botts Lawyers/Offices Involved:

Global Projects: David Jetter (Partner, Houston); Emil Barth (Partner, Washington, D.C.)

Corporate: Natasha Khan (Partner, Houston)

International Trade: Ted Posner (Partner, Washington, D.C.)

Employee Benefits & Executive Compensation: David Schiller (Special Counsel, Dallas)

Antitrust: Michael Bodosky (Special Counsel, Washington, D.C.)

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