ARC Resources Ltd. Files Management Information Circular for Arrangement with Shell PLC and Provides Board Update

Press Release

ARRANGEMENT AGREEMENT

Under the terms of the arrangement agreement dated April 27, 2026 (the “Arrangement Agreement”) as amended by the Amending Agreement (as defined below), ARC Shareholders will be entitled to receive 0.40247 of an ordinary share of Shell (each whole share, a “Shell Share”) and $8.20 in cash in exchange for each ARC Share, representing total consideration of $32.80 per ARC Share (the “Consideration”), based upon the closing price of Shell Shares on the London Stock Exchange and the daily GBP/CAD exchange rate published by the Bank of Canada as of April 24, 2026, the last trading day prior to the announcement of the Arrangement Agreement. The parties entered into an amending agreement on  June 6, 2026, to address certain mechanics related to the issuance and delivery of the Consideration to ARC Shareholders (the “Amending Agreement”).

The proposed Arrangement is to be completed by way of an Arrangement under the Business Corporations Act (Alberta) and, subject to satisfaction of conditions typical for a transaction of this nature, including regulatory approvals, is expected to close in the second half of 2026.

Strategic Rationale

• Attractive Premium and Value: The Consideration of $32.80 per ARC Share (based upon the closing price of Shell Shares on the London Stock Exchange (“LSE”) and the British pounds sterling to Canadian dollar daily exchange rate published by the Bank of Canada as of April 24, 2026) represents a 27% premium to the closing price of the ARC Shares on the Toronto Stock Exchange (“TSX”) on April 24, 2026, the last trading day before the Arrangement was announced, and a meaningful premium to the 20-day and 30-day volume-weighted average trading prices before such date.
• Optionality to Retain Meaningful Equity Exposure or Monetize Highly Liquid Shares: The Consideration mix allows ARC Shareholders to gain equity exposure to an integrated global energy platform through Shell Shares which represent 75% of the Consideration, or to monetize some or all of these highly liquid shares in the open market.
• Shell’s Commitment to Shareholder Returns: ARC Shareholders receiving Shell Shares will benefit from Shell’s commitment to returning 40 to 50% of cash flow from operations to its shareholders through a 4% progressive dividend and share buybacks. The buybacks announced with Shell’s Q1 2026 quarterly results on May 7, 2026 were the 18th consecutive quarter of share buybacks of at least US$3 billion and the announced Q1 2026 quarterly interim dividend amounted to US$0.3906 per Shell Share.
• Improved Cost of Capital and Reduced Cash Flow Volatility: Shell’s strong investment grade credit ratings and diversified global portfolio are expected to reduce cash flow volatility, improve access to global markets, and reduce exposure to in-basin pricing. Through ownership of Shell Shares, ARC Shareholders will benefit from Shell’s lower cost of capital, broader market access, and greater financial resilience through commodity and economic cycles.
• De-Risks and Accelerates Value Realization: The board of directors of ARC (the “ARC Board”) believes the Consideration realizes premium value for ARC’s long-duration Montney asset base, in particular recognizing the long-term resource potential of Attachie. In addition, the Consideration reflects long-term commodity prices in line with or above mid-cycle levels and meaningfully above long-term futures prices as of the date of the Arrangement Agreement.
• Unlocks and Advances LNG-Related Value Through Shell’s Global Integrated Gas Platform: The Consideration reflects accelerated value for ARC’s undeveloped natural gas properties adjacent to Shell’s operations which are connected to LNG Canada. The Arrangement provides opportunity to realize additional value through Shell’s global natural gas value chain that includes LNG Canada Phase 1, in which Shell holds a 40% interest, and the potential LNG Canada Phase 2 project, which is subject to a final investment decision.
• Aligned Priorities of Responsible Development, Operational Excellence and Safety: Both Shell and ARC have complementary core values and operating philosophies that create alignment for employees and external stakeholders. Through strong environmental, social and governance practices, both companies consistently demonstrate their commitment to responsible development. This includes a strong safety culture that prioritizes people and operational excellence.
• Opportunities for ARC Employees: Shell has indicated it intends to maintain a significant operational presence in Western Canada and integrate ARC’s people into its Canadian operations. The ARC Board believes Shell’s global scale and ongoing investment in employee development will benefit ARC’s workforce and provide enhanced opportunities for professional growth and development.
• Positive Impact on Communities, Indigenous Peoples and Stakeholders: ARC and Shell have each demonstrated a longstanding commitment to supporting the communities in which they operate. Both companies have established community investment programs and partnerships that support local initiatives, address social priorities, and foster strong relationships with community stakeholders. The ARC Board believes that Shell’s presence will provide sustained long-term investment that will deliver enduring economic benefits in its operating communities and support long-term social investments that benefit the region and local Indigenous communities.

SPECIAL MEETING INFORMATION

The Meeting is scheduled to be held virtually on Tuesday, July 14, 2026 at 10 a.m. (Mountain time). ARC Shareholders are encouraged to review the Information Circular, which provides detailed information and voting instructions regarding the Arrangement, and are urged to vote well in advance of the Meeting and in any event, prior to the proxy voting deadline on Friday, July 10, 2026, at 10 a.m. (Mountain time).

Approval of the Arrangement will require the affirmative vote of at least 66⅔ per cent of the votes cast by ARC Shareholders present or represented by proxy at the Meeting, in accordance with applicable corporate and securities laws.

Meeting Materials & Instructions for ARC Shareholders

The Information Circular and accompanying materials are being mailed to ARC Shareholders of record as of June 1, 2026. ARC has elected to use the “notice-and-access” provisions under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations for the Meeting in respect of mailing to beneficial ARC Shareholders.

Beneficial ARC Shareholders will receive a notice containing information prescribed by the notice-and-access provisions and a voting instruction form, and may request that a paper copy of the Information Circular be sent to them by post at no cost by: (i) visiting www.proxyvote.com; or (ii) contacting 1-877-907-7643. The 16-digit control number located on their voting instruction form will be required. If you have questions or need assistance voting, please contact Laurel Hill Advisory Group, the proxy solicitation agent retained by ARC, by calling 1-877-452-7184 (toll-free in Canada and the United States) or 1-416-304-0211 (outside of Canada and the United States), by texting “INFO” to either number, or by email at assistance@laurelhill.com.

The Information Circular together with related Meeting materials have been posted and are available for review at www.arcresources.com/ShellAcquisition and also on ARC’s SEDAR+ profile at www.sedarplus.ca.

Receiving the Consideration under the Arrangement

Registered ARC Shareholders will receive a letter of transmittal (“LOT”) with their Meeting materials. The LOT must be properly completed and returned together with any certificate(s) representing the shareholder’s ARC Shares, if applicable, and all other required documents in order to receive the Consideration under the Arrangement as soon as possible, but no later than the last business day before the third anniversary of the Arrangement’s effective date.

The LOT is for use by registered ARC Shareholders only. Beneficial ARC Shareholders will need to follow the instructions provided by their broker or other nominee to deposit their ARC Shares and receive the Consideration to which they are entitled under the Arrangement.

ARC Shareholders are advised that the Shell Shares are listed and traded on the LSE, and are not and will not be listed on the TSX. In order to trade the Shell Shares received through the Arrangement, a holder must have a CREST account. CREST is the electronic settlement system for UK securities operated by Euroclear. A CREST account is an account within that system that allows holders to hold and trade shares in uncertificated (electronic) form. Registered ARC Shareholders (other than Dissenting ARC Shareholders, Ineligible Foreign Holders and ARC Shareholders who validly elect the Liquidity Option (each as defined in the Information Circular)) who do not provide valid CREST account details in the LOT will receive their Shell Shares in certificated form and will not be able to trade their Shell Shares until such Shell Shares are deposited into a CREST account or sold through a broker that offers a certificated dealing service. Beneficial ARC Shareholders are cautioned that certain brokers, financial institutions, trust companies or other intermediaries may not have access to a CREST account and are urged to contact their intermediaries to make appropriate arrangements.

If you have questions regarding the receipt of the Shell Shares or need assistance completing the LOT, please contact Laurel Hill Advisory Group, the proxy solicitation agent retained by ARC, by calling 1-877-452-7184 (toll-free in Canada and the United States), or 1-416-304-0211 (outside of Canada and the United States), by texting “INFO” to either number, or by email at assistance@laurelhill.com.

BOARD OF DIRECTORS UPDATE

The Arrangement has received unanimous approval by the ARC Board which recommends ARC Shareholders vote FOR the Arrangement at the Meeting on Tuesday, July 14, 2026.

ARC also announced that Hal Kvisle has elected to step down as Chair of the ARC Board for personal reasons, with Michael Culbert assuming the role. Mr. Kvisle will remain on the ARC Board until closing of the Arrangement or the end of his term in May 2027.

“It has been a privilege to serve as Board Chair of ARC over the past 10 years,” said Hal Kvisle, Chair of the ARC Board. “I remain confident in the merits of the proposed transaction with Shell, and the value it delivers for ARC Shareholders. 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.”

“On behalf of ARC’s board of directors and the entire organization, I wish to thank Hal for his outstanding leadership and continued support,” said Michael Culbert, ARC Director and incoming Chair of the ARC Board. “Hal’s strategic insight and wisdom have been invaluable in shaping ARC into the world-class organization it is today.”

Mr. Culbert has served on the ARC Board since 2024. Mr. Culbert has 35 years of experience in the North American energy industry with expertise in operations, development, finance, marketing, regulatory and business development. Previously, Mr. Culbert co-founded Progress Energy where he held positions of President and Chief Executive Officer, and ultimately Vice Chairman of PETRONAS Energy Canada Ltd. until 2020.

ARC RESOURCES LTD.

Please visit ARC’s website at www.arcresources.com or contact Investor Relations:
E-mail: IR@arcresources.com
Telephone: (403) 503-8600
Fax: (403) 509-6427
Toll Free: 1-888-272-4900
ARC Resources Ltd.
Suite 1500, 308 – 4 Avenue SW
Calgary, AB  T2P 0H7

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