ARC RESOURCES LTD. FILES MANAGEMENT INFORMATION CIRCULAR FOR ARRANGEMENT WITH SHELL PLC AND PROVIDES BOARD UPDATE

Executive Summary

• ARC Resources Ltd. has filed its management information circular to seek shareholder approval for its previously announced plan of arrangement with Shell plc.
• The transaction offers ARC shareholders $32.80 CAD per share (0.40247 Shell ordinary shares + $8.20 CAD cash), representing a 27% premium to ARC's closing price on the last trading day prior to the announcement.
• The special meeting is scheduled for July 14, 2026, with closing expected in the second half of 2026, subject to regulatory approvals and a 66⅔% shareholder vote threshold.

Key Details

• Consideration Structure: 0.40247 Shell ordinary share + $8.20 CAD cash per ARC share, totaling $32.80 CAD per ARC share.
• Valuation & Premium: 27% premium to ARC's TSX closing price on April 24, 2026, plus a meaningful premium to the 20-day and 30-day volume-weighted average prices.
• Agreement Timeline: Arrangement Agreement dated April 27, 2026; Amending Agreement executed on June 6, 2026, to finalize mechanics for consideration issuance and delivery.
• Closing Conditions & Timeline: Expected to close in the second half of 2026, contingent on standard conditions including regulatory approvals and shareholder approval.
• Voting Requirements: Requires an affirmative vote of at least 66⅔% of votes cast by ARC shareholders present or represented by proxy at the special meeting.
• Special Meeting Logistics: Virtual meeting scheduled for July 14, 2026, at 10:00 a.m. MT. Proxy voting deadline is July 10, 2026, at 10:00 a.m. MT. Record date for shareholders is June 1, 2026.
• Shell Share Trading & Settlement: Shell shares will trade exclusively on the London Stock Exchange (LSE). Shareholders must have a CREST account to trade electronically; otherwise, shares will be issued in certificated form.
• Board Leadership Change: Hal Kvisle is stepping down as Chair of the ARC Board for personal reasons, succeeded by Michael Culbert. Kvisle will remain on the Board until the Arrangement closes or his term ends in May 2027.
• Strategic Rationale: Transaction provides optionality for equity exposure to Shell or immediate monetization, leverages Shell's investment-grade credit profile to reduce cash flow volatility and cost of capital, accelerates value realization for ARC's long-duration Montney and Attachie assets, and unlocks LNG-related value through Shell's global integrated gas platform (including a 40% interest in LNG Canada Phase 1).
• Shell Shareholder Return Context: ARC shareholders receiving Shell shares will benefit from Shell's commitment to returning 40-50% of cash flow from operations, highlighted by a 4% progressive dividend and 18 consecutive quarters of US$3B+ share buybacks. Shell's Q1 2026 interim dividend was US$0.3906 per share.
• Operational & Workforce Integration: Shell intends to maintain a significant operational presence in Western Canada and integrate ARC employees into its Canadian operations, emphasizing aligned safety, ESG, and operational excellence standards.

Notable Quotes

• Hal Kvisle, Chair of the ARC Board: "It has been a privilege to serve as Board Chair of ARC over the past 10 years... This agreement brings together two companies with shared commitments to safety, operational excellence and care for communities – strengthening our ability to deliver long-term value for decades to come."
• Michael Culbert, Incoming Chair of the ARC Board: "On behalf of ARC's board of directors and the entire organization, I wish to thank Hal for his outstanding leadership and continued support... Hal's strategic insight and wisdom have been invaluable in shaping ARC into the world-class organization it is today."