EXXONMOBIL CAPITAL STOCK
The following description of the terms of ExxonMobil’s capital
stock is a summary only and is qualified by reference to the relevant
provisions of New Jersey law and the ExxonMobil restated certificate of
incorporation and by-laws.
Authorized Capital Stock
Under the ExxonMobil restated certificate of incorporation,
ExxonMobil’s authorized capital stock consists of nine billion
(9,000,000,000) shares of common stock, without par value, and two hundred
million (200,000,000) shares of preferred stock, without par value.
Description of Common Stock
Voting Rights. Each
holder of ExxonMobil common stock is entitled to one vote for each share of
ExxonMobil common stock held of record on the applicable record date on all
matters submitted to a vote of shareholders.
Holders of ExxonMobil common stock are entitled to receive such dividends as
may be declared from time to time by ExxonMobil’s board of directors out of
funds legally available therefor, subject to any preferential dividend rights
granted to the holders of any outstanding ExxonMobil preferred stock.
Rights upon Liquidation.
Holders of ExxonMobil common stock are entitled to share pro rata, upon any
liquidation, dissolution or winding up of ExxonMobil, in all remaining assets
available for distribution to shareholders after payment of or provision for
ExxonMobil’s liabilities and the liquidation preference of any outstanding
ExxonMobil preferred stock.
Holders of ExxonMobil common stock have no preemptive rights to purchase,
subscribe for or otherwise acquire any unissued or treasury shares or other
Description of Preferred Stock
Preferred Stock Outstanding. As of
the date of this filing, no shares of ExxonMobil preferred stock were issued
Blank Check Preferred Stock. Under
the ExxonMobil restated certificate of incorporation, the ExxonMobil board of
directors has the authority, without shareholder approval, to create one or
more classes or series within a class of preferred stock, to issue shares of
preferred stock in such class or series up to the maximum number of shares of
the relevant class or series of preferred stock authorized, and to determine
the preferences, rights, privileges and restrictions of any such class or
series, including the dividend rights, voting rights, the rights and terms of
redemption, the rights and terms of conversion, liquidation preferences, the
number of shares constituting any such class or series and the designation of
such class or series. Acting under this authority, the ExxonMobil board of
directors could create and issue a class or series of preferred stock with
rights, privileges or restrictions, and adopt a shareholder rights plan, having
the effect of discriminating against an existing or prospective holder of
securities as a result of such shareholder beneficially owning or commencing a
tender offer for a substantial amount of ExxonMobil common stock. One of the
effects of authorized but unissued and unreserved shares of capital stock may
be to render more difficult or discourage an attempt by a potential acquirer to
obtain control of ExxonMobil by means of a merger, tender offer, proxy contest
or otherwise, and thereby protect the continuity of ExxonMobil’s management.
The issuance of such shares of capital stock may have the effect of delaying,
deferring or preventing a change in control of ExxonMobil without any further
action by the shareholders of ExxonMobil. ExxonMobil has no present intention
to adopt a shareholder rights plan, but could do so without shareholder approval
at any future time.
ExxonMobil has designated 16,500,000 shares of ExxonMobil
preferred stock as Class A Preferred Stock, none of which are outstanding,
and 165,800 shares of ExxonMobil preferred stock as Class B Preferred Stock,
none of which are outstanding.
Transfer Agent and Registrar
Computershare Trust Company, N.A. is the transfer agent and
registrar for ExxonMobil common stock.