Exxon Mobil : 2021 Annual Meeting of Shareholders Rules of Conduct

Annual Meeting of Shareholders

May 26, 2021, 9:30 a.m. Central Time

RULES OF CONDUCT OF SHAREHOLDER MEETING

Welcome to the 2021 Annual Meeting of Shareholders of Exxon Mobil Corporation (the "Company"). The By-Laws of the Company provide that the Chairman of the Board of Directors shall preside at all meetings of shareholders and make any determination that may be appropriate to the conduct of the meeting. The following have been established by the Board of Directors as rules of conduct of this meeting. These rules shall be subject to the application by, and the interpretation of, the Chairman, and the Chairman is authorized to make such further rulings and take any other action as he deems necessary or advisable in his opinion with respect to the conduct of the meeting. In the interest of an orderly meeting and to be fair to all shareholders present, we require you to honor the following Rules of Conduct:

1. The Agenda indicates the order in which matters will be presented at the meeting.
2. The laws of New Jersey, where ExxonMobil is incorporated, provide that no business can be brought up for a vote unless proper notice has been given to all shareholders. Therefore, the only business to be conducted at the meeting are the matters set forth in the Notice of 2021 Annual Meeting and Proxy Statement dated March 16, 2021.
3. Only shareholders of record as of March 29, 2021 or their authorized proxies may vote and submit questions during the meeting.
4. If you have submitted your proxy prior to the start of the meeting, your vote has been received by the Inspector of Election, and there is no need to vote those shares again during the meeting, unless you wish to revoke or change your vote.
5. In order to present a Shareholder Proposal, the presenter must have (i) made appropriate arrangements with the Company prior to the meeting to provide a pre-recorded statement, or (ii) checked in with the virtual meeting host and verified that you are the proponent or a duly authorized representative under New Jersey law. If neither the proponent nor an authorized representative has provided an appropriate pre-recorded statement or checked in at the meeting, we will presume the proponent is not present. In that case, the Proposal will not be deemed properly presented.
6. The Chairman may, in his discretion, limit the time and extent of any discussion and the time and extent to which any person or persons may be heard during the meeting. Presentation of Engine No. 1 nominees will be given 5 minutes. Presentation of each Shareholder Proposal among the Items of Business for this Meeting will be given 3 minutes. The presenter should restrict his or her comments to the shareholder proposal being presented. Abiding by this time allocation and any determination of the Chairman regarding timing will prevent the operator from having to intervene.
7. Following the formal business of the meeting, a Question and Answer period will be held during which we intend to answer questions submitted in advance of and during this meeting in accordance with these rules, as time permits.

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Annual Meeting of Shareholders

May 26, 2021, 9:30 a.m. Central Time

1. If you wish to submit a question during the meeting, type your question into the "Ask a Question" box in English and click "Submit" on the website www.virtualshareholdermeeting.com/XOM2021.
2. To allow us to answer questions from as many shareholders as possible, we will limit each shareholder to 2 questions.
3. Questions from all shareholders are welcome. However, the purpose of the meeting will be observed, and questions of general interest relating to ExxonMobil business, as reasonably deemed by the Chairman, will be considered. We will not answer questions that are:
4. 1. not pertinent to annual meeting matters or the business of the Company;
   2. related to material non-public information of the Company;
   3. related to personal grievances;
   4. offensive or otherwise contain inappropriate language;
   5. derogatory references to individuals or that are otherwise in bad taste;
   6. statements repetitious of those already made by another shareholder;
   7. related to pending or threatened litigation;
   8. related to personnel matters or doing business with the Company; or
   9. otherwise deemed inappropriate.
5. Questions from multiple shareholders on the same topic, or that are otherwise related, may be grouped, summarized, and answered together.
6. Due to the large number of items on today's agenda and the need to conclude the meeting within a reasonable period of time, we cannot assure that every shareholder question will be addressed. If there are any matters of individual concern to a shareholder and not of general interest to ExxonMobil business, or if a question posed was not otherwise answered, such matters or questions may be raised separately after the meeting by contacting ExxonMobil's Investor Relations team at [e-mail]
7. All questions raised as to the conduct of the meeting and the procedure being followed at the meeting shall be decided by the Chairman. The Chairman may consult with such persons as he deems appropriate in arriving at any such decisions.
8. The Chairman is authorized to adjourn, recess, defer, commence or expedite the meeting for any reason deemed necessary or appropriate in his discretion, including if the meeting becomes disorderly, a technical malfunction occurs or other significant disruption arises prior to or at the meeting.
9. If we encounter any technical or other difficulties after the meeting has commenced and we are unable, or the Chairman deems it inadvisable, to proceed with the meeting, the Chairman may declare that the Notice of the Annual Meeting has been properly served; a quorum is present; the Inspector of Election has been properly appointed; all proposals will be deemed to be properly presented before the meeting; polls will be closed at the conclusion of the meeting; and the meeting is concluded. Vote results will be posted on the ExxonMobil website and reported on Form 8-K in due course.

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Annual Meeting of Shareholders

May 26, 2021, 9:30 a.m. Central Time

16. © Copyright 2021 Exxon Mobil Corporation. All Rights Reserved. The meeting contains proprietary and copyrighted materials. You may not record, rebroadcast, stream, post, modify, distribute or reproduce all or any portion of the meeting in any manner or format, in each case, without first obtaining ExxonMobil's prior written consent (which may be withheld in its sole discretion). A replay of this meeting will be available on our website at exxonmobil.com.

For technical assistance, please call 1-844-948-0849 (toll free). In the event of any delay or interruption of the meeting due to technical or other difficulties, please refer to the ExxonMobil Investor Relations website for further updates from the Company.

Thank you for your cooperation and for joining the Company at the Annual Meeting.

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