One Bunhill Row

London EC1Y 8YY

T +44 (0)20 7600 1200

F +44 (0)20 7090 5000

15 December 2023

Your reference

The Directors

Shell plc

Shell Centre

London

SE1 7NA

 

Our reference

MCL/NXT

Direct line

020 7090 5273

Dear Sirs,

Registration Statement on Form F-3 of Shell plc dated 15 December 2023 (the "Registration Statement"): U.K. Tax Section

We have acted as legal advisers to Shell plc (“Shell") as to certain matters of U.K. tax law relevant to the preparation of the section of the Registration Statement entitled "Taxation - U.K. Taxation" (the "U.K. Tax Section").

In that connection, we have examined the Registration Statement and such other documents as we believe to be necessary or appropriate for the purposes of this opinion.

Based upon the Registration Statement and those other documents and subject to the qualifications set out below and in the Registration Statement, we are of the opinion that the statements contained in the U.K. Tax Section, summarising the material U.K. tax consequences for a U.S. holder of the ownership and disposal of securities that may be offered by Shell, Shell International Finance B.V. ("Shell Finance") or Shell Finance US Inc. (“Shell Finance US”) pursuant to the Registration Statement, fairly summarise the matters therein described.

Our opinion is based upon existing statutory, regulatory and judicial authority, all of which may be changed at any time with retroactive effect. Any change in applicable laws or the current practice of HM Revenue and Customs, or any inaccuracy in the documents upon which we have relied, may affect the continuing validity of our opinion. We assume no responsibility to inform you of any such change or inaccuracy that may occur or come to our attention. Finally, our opinion is limited to the tax matters specifically covered in the U.K. Tax Section. We have not been asked to address, nor have we addressed, any other tax consequences for U.S. holders (or, generally, tax consequences for Shell, Shell Finance or Shell Finance US).

SJ Cooke

PP Chappatte

DL Finkler

SP Hall

SR Galbraith

JAD Marks

DJO Schaffer

DR Johnson

RA Swallow

CS Cameron

BJ-PF Louveaux

E Michael

RR Ogle

HL Davies

JC Putnis

RA Sumroy

JC Cotton

RJ Turnill

CNR Jeffs

SR Nicholls

MJ Tobin

DG Watkins

BKP Yu

EC Brown

J Edwarde

AD Jolly

JS Nevin

JA Papanichola

RA Byk

GA Miles

GE O'Keefe

MD Zerdin

RL Cousin

IAM Taylor

DA Ives

MC Lane

LMC Chung

RJ Smith

MD’AS Corbett

PIR Dickson

IS Johnson

RM Jones

EJ Fife

JP Stacey

LJ Wright

JP Clark

WHJ Ellison

AM Lyle-Smythe

A Nassiri

DE Robertson

TA Vickers

RA Innes

CP McGaffin

CL Phillips

SVK Wokes

NSA Bonsall

RCT Jeens

V MacDuff

PL Mudie

DM Taylor

RJ Todd

WJ Turtle

OJ Wicker

DJO Blaikie

CVK Boney

F de Falco

SNL Hughes

PR Linnard

KA O’Connell

N Yeung

CJCN Choi

NM Pacheco

CL Sanger

HE Ware

HJ Bacon

TR Blanchard

NL Cook

AJ Dustan

HEB Hecht

CL Jackson

OR Moir

S Shah

G Kamalanathan

JE Cook

CA Cooke

LJ Houston

CW McGarel-Groves

PD Wickham

RR Hilton

KM Howes

CR Osborne

MJ Sandler

CM Sharpe

JM Slade

WCW Brennand

DJG Hay

TG Newey

LJE Nsoatabe

PJC O’Malley

SE Osprey

DA Shone

S Sriram

HK Sumanasuriya

SC Tysoe

Authorised and regulated
by the Solicitors
Regulation Authority
Firm SRA number 55388

 

 

 

 

 

 

 

 

 

583068938

We consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 8.1 to the Registration Statement and to the references to this opinion in the Registration Statement. In giving this consent, we do not admit that we are experts under the U.S. Securities Act 1933 or the rules and regulations of the United States Securities and Exchange Commission issued thereunder with respect to any part of the Registration Statement, including this opinion.

This opinion is delivered to you in connection with the Registration Statement to be filed with the United States Securities and Exchange Commission on 15 December 2023. Other than in connection with the Registration Statement and the issuance of any securities registered thereby, this opinion is not to be transmitted to anyone else nor is it to be reproduced, quoted, summarised or relied upon by anyone else or for any other purpose or quoted or referred to in any public document or filed with anyone without our express written consent.

To the extent permitted by applicable law and regulation, you may rely on this letter only on condition that your recourse to us in respect of the matters addressed in this letter is against the firm’s assets only and not against the personal assets of any individual partner. The firm’s assets for this purpose consists of all assets of the firm’s business, including any right of indemnity of the firm or its partners under the firm’s professional indemnity insurance policies, but excluding any right to seek contribution or indemnity from or against any partner of the firm or person working for the firm or similar right.