Exxon Mobil Corporation

Decision

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- exemption from the requirements of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities -- less than 10% of any class or series of filer's securities are beneficially owned by residents of Canada -- filer to remain a U.S. issuer and a SEC foreign issuer -- relief conditional on filer complying with oil and gas disclosure requirements of the SEC and the NYSE and filing such disclosure, and other conditions.

Applicable Legislative Provisions

National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities, s. 8.1.

Citation: Re Exxon Mobil Corporation, 2024 ABASC 27

February 14, 2024

IN THE MATTER OF
THE SECURITIES LEGISLATION OF ALBERTA AND ONTARIO
(the Jurisdictions)

AND

IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS
IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF
EXXON MOBIL CORPORATION
(the Filer)

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (each a Decision Maker) has received an application from the Filer for a decision (the Exemption Sought) under the securities legislation of the Jurisdictions (the Legislation) exempting the Filer from the requirements of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (NI 51-101).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application)

(a) the Alberta Securities Commission is the principal regulator for this application,

(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each province of Canada, other than Ontario, and

(c) this decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions, MI 11-102, National Instrument 71-101 The Multijurisdictional Disclosure System (NI 71-101) or National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (NI 71-102) have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation governed by the laws of the State of New Jersey, with its head office in Spring, Texas.

2. The Filer is a reporting issuer in each province of Canada (collectively, the Reporting Jurisdictions) and is not in default of securities legislation in any of the Reporting Jurisdictions. The Filer became a reporting issuer in the Reporting Jurisdictions following its acquisition of all issued and outstanding common shares of Denbury Inc., pursuant to an agreement and a plan of merger, which was completed on November 2, 2023.

3. The Filer's authorized capital stock consists of 9 billion shares of common stock of the Filer (Common Shares) and 200 million shares of preferred stock, without par value (Preferred Shares). As of December 31, 2023, there were approximately 3.973 billion Common Shares and no Preferred Shares outstanding.

4. The Filer has issued the following notes under its U.S. shelf registration statement, which remain outstanding in the following principal amounts: (a) USD 1.0 billion aggregate principal amount of 3.176% notes due 2024; (b) USD 1.0 billion aggregate principal amount of 2.019% notes due 2024; (c) USD 1.75 billion aggregate principal amount of 2.709% notes due 2025; (d) USD 2.781 billion aggregate principal amount of 2.992% notes due 2025; (e) USD 2.5 billion aggregate principal amount of 3.043% notes due 2026; (f) USD 1.0 billion aggregate principal amount of 2.275% notes due 2026; (g) USD 1.0 billion aggregate principal amount of 3.294% notes due 2027; (h) USD 1.25 billion aggregate principal amount of 2.440% notes due 2029; (i) USD 2.0 billion aggregate principal amount of 3.482% notes due 2030; (j) USD 2.0 billion aggregate principal amount of 2.610% notes due 2030; (k) USD 0.75 billion aggregate principal amount of 2.995% notes due 2039; (l) USD 2.084 billion aggregate principal amount of 4.227% notes due 2040; (m) USD 1.0 billion aggregate principal amount of 3.567% notes due 2045; (n) USD 2.5 billion aggregate principal amount of 4.114% notes due 2046; (o) USD 1.5 billion aggregate principal amount of 3.095% notes due 2049; (p) USD 2.75 billion aggregate principal amount of 4.327% notes due 2050; (q) USD 2.75 billion aggregate principal amount of 3.452% notes due 2051; (r) EUR 1.5 billion aggregate principal amount of 0.142% notes due 2024; (s) EUR 1.0 billion aggregate principal amount of 0.524% notes due 2028; (t) EUR 1.0 billion aggregate principal amount of 0.835% notes due 2032; and (u) EUR 1.0 billion aggregate principal amount of 1.408% notes due 2039 (collectively, the Notes).

5. None of the Notes are convertible or exchangeable into other voting or equity securities of the Filer. All of the Notes were initially issued primarily in the United States.

6. The Common Shares and the Notes are registered under the 1934 Act. The Common Shares are listed on the New York Stock Exchange (the NYSE) under the symbol "XOM".

7. The Filer is subject to and is in compliance with all requirements applicable to it imposed by the SEC, the 1933 Act, the 1934 Act, the United States Sarbanes-Oxley Act of 2002 and the rules of the NYSE (collectively, the U.S. Rules).

8. The Filer prepares disclosure with respect to its oil and natural gas activities (the Oil and Gas Disclosure) in accordance with the U.S. Rules.

9. The Filer is a "U.S. issuer" under NI 71-101 and qualifies as an "SEC foreign issuer" under NI 71-102 and, as such, relies on and complies with the exemptions from Canadian continuous disclosure requirements afforded to SEC foreign issuers under Part 4 of NI 71-102.

10. Based on the Filer's list of registered shareholders provided by its registrar and transfer agent, as of December 15, 2023, the Applicant had 3.994 billion Common Shares outstanding, of which 753,000 Common Shares (representing approximately 0.02% of the total outstanding Common Shares) are held by 1,026 registered shareholders resident in Canada.

11. Beneficial holders of the Common Shares as of December 31, 2023 held approximately 3.763 billion Common Shares (representing approximately 95% of the total outstanding Common Shares) on that date. Based on information obtained by the Filer from Broadridge Financial Solutions Inc. (Broadridge), which conducted geographical surveys of beneficial holders of the Common Shares as of December 15, 2023, Canadian beneficial shareholder accounts held approximately 94,665,000 Common Shares, which equated to approximately 2.37% of the total outstanding Common Shares on the register and approximately 2.5% of the Common Shares represented in the beneficial shareholder information.

12. The Filer has made a good faith investigation to confirm the residency of the holders of its outstanding securities. The investigation included obtaining geographical surveys of beneficial holders of Common Shares and Notes from Broadridge, a list of registered holders of Common Shares from Computershare Trust Company, N.A. and a breakdown of the residency of initial investors for each series of the Notes from J.P. Morgan Securities LLC. Based on this investigation, the Filer has concluded that residents of Canada

(a) do not directly or indirectly beneficially own more than 10% of the Common Shares,

(b) do not directly or indirectly beneficially own more than 10% of the aggregate principal amount of any class or series of the Notes, and

(c) do not directly or indirectly comprise more than 10% of the aggregate number of registered and beneficial holders of the Common Shares or any class or series of the Notes.

13. Neither the Common Shares nor the Notes are listed for trading on any "marketplace" in Canada (as such term is defined in National Instrument 21-101 Marketplace Operation) and the Filer has no current intention to list the Common Shares or the Notes on any marketplace in Canada.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted provided that

(a) the Filer remains a U.S. issuer and an SEC foreign issuer,

(b) the Filer continues to prepare the Oil and Gas Disclosure in compliance with the U.S. Rules,

(c) the Filer issues in Canada, and files on SEDAR+, a news release stating that it will provide the Oil and Gas Disclosure in accordance with the U.S. Rules rather than in accordance with NI 51-101, and

(d) the Filer files the Oil and Gas Disclosure with the securities regulatory authority or regulator in the Reporting Jurisdictions as soon as practicable after the Oil and Gas Disclosure is filed pursuant to the U.S. Rules.

"Timothy Robson"
Manager, Legal
Corporate Finance
Alberta Securities Commission

OSC File #: 2024/0007