The transaction covers 580 fuel stations in South Africa, as well as lubricants, commercial fuels, aviation and marine operations, and is expected to complete in 2027 subject to regulatory and other conditions.
Adnoc said the deal would be 6% accretive to earnings per share in the first full year after completion, with the Shell brand retained under a long-term licensing agreement.
A 28% stake was expected to be sold to a local empowerment partner and employee stock option plan after completion.
Chief executive Bader Saeed Al Lamki said the acquisition was “a significant milestone in Adnic Distribution's international growth strategy” and reflected its confidence in South Africa’s fuel retail sector.
At 0927 BST, shares in Shell were up 3.21% at 3,006p.
Reporting by Josh White for Sharecast.com.