Notice of 2021 Annual Meeting and Proxy Statement

1 Notice of 2021 Annual Meetingand Proxy StatementMarch 16, 2021 Dear Shareholder:At the Meeting , you will hear a report on our business and the following items: Election of directors; Ratification of PricewaterhouseCoopers LLP as independent auditors; Advisory vote to approve executive compensation; Seven shareholder proposals contained in this Proxy Statement ; and Other matters if properly you may have heard, an activist investment firm and shareholder, Engine No. 1 (Engine), has proposed four directornominees for election at the Annual Meeting in opposition tothe nominees recommended by our Board of Directors.

2 As aresult, you may receive solicitation materials, including a whiteproxy card, from Engine seeking your Proxy to vote for Engine snominees. ExxonMobil is not responsible for the accuracy of any information provided by or relating to Engine or its nomineescontained in solicitation materials filed or disseminated by or on behalf of Engine or any other statements Engine may Board of Directors does not endorse any Engine nominees and unanimously recommends that you vote FORthe election of nominees proposed by the Board of Directors on theBLUE Proxy card. The Board urges you todiscard any white Proxy card sent to you by Engine.

3 If you have already submitted a white Proxy card, you canrevoke that Proxy by signing and dating the enclosedBLUE Proxy cardand returning it in the enclosed postage-paid envelope or by voting via Internet or telephone by following the instructions on yourBLUE Proxy card, BLUE voting instruction form or last submitted Proxy card counts as your vote; we encourage you to vote only on theBLUE Proxy shareholders of record on March 29, 2021, or their valid Proxy holders may vote at the Meeting . We are firstmailing these Proxy materials to our shareholders of record on or about March 16, booklet includes the formal Notice of the Meeting and Proxy Statement .

4 The Proxy Statement tells you about theagenda, procedures, and rules of conduct for the Meeting . It also describes how the Board operates, gives informationabout our director candidates, and provides information about the other items of business to be conducted at the information is provided separately in the 2020 Annual Report that accompanies or precedes the proxymaterials or made available online to all vote is extremely important. We request that you vote your shares by voting yourBLUE Proxy only a few shares, we want your voice to be represented at the can vote your shares by Internet, toll-free telephone call, or Proxy card.

5 A preliminary summary of 2021 Proxy Voting Results may be available the Annual shareholders Meeting and will be filed on a Form 8-K within four business days of the ,Stephen A. LittletonSecretaryDarren W. WoodsChairman of the BoardWe invite you to attend the Annual Meeting of shareholders on Wednesday, May 26, 2021, beginning promptly at 9 Central Time. For the health and safety of shareholders, employees and our communities, the Annual Meeting ofshareholders will be a virtual Meeting . Shareholders will be able to listen, vote, and submit questions during the annualmeeting from any remote location that has Internet connectivity by connecting 15- minutes prior to the Annual meetingstart time atww1w.

6 Virtualshareholdermeeting. com/XOM2021. Please see page 5 for detailed instructions forattendingand participating at the Annual W. WoodsChief Executive Officer,Chairman of the BoardExxon Mobil CorporationDear Fellow Shareholders:It is my pleasure to invite you to the 2021 Exxon MobilCorporation virtual Annual Shareholder Meeting onWednesday, May 26, 2021, beginning at 9:30 past year was unprecedented. The pandemic had asevere impact on society and our industry. Despite thesechallenges, our employees delivered exceptional operationaland safety results while looking after themselves and helpingout in communities where we work and response to the resulting reduction in demand for ourproducts, we took decisive actions to reduce costs, focusour investments on our highest-returning assets, preservethe strength of the balance sheet, and maintain a reliabledividend.

7 We are confident the actions we ve taken to pacedevelopment and preserve long-term value have positionedExxonMobil and its shareholders for future future is underpinned by an ongoing need foraffordable and reliable energy as the global populationincreases and people everywhere strive for better livingconditions, greater mobility, and healthier more than 135 years, ExxonMobil has provided theenergy and products that meet society s growing andevolving needs, and that continues to be our this year s Meeting , we ll share with you the progresswe ve made in ensuring continued supplies of energy andrelated products while positioning the Company for a lower-carbon energy future.

8 This includes investments in GuyanaandthePermianBasin,aswellasoureffo rtstoreduceemissions and advance lower-emission technologies,including our new ExxonMobil Low Carbon Solutionsbusiness, which are critical in Meeting the goals of the ParisAgreement and society s net-zero ambitions. We have andcontinue to be a strong supporter of the Paris Agreementand its objectives of mitigating global look forward to sharing more with you at our you for your investment in of DirectorsKenneth C. FrazierLead DirectorExxon Mobil CorporationDear Fellow Shareholders:As Lead Director for the ExxonMobil Board, I wanted totell you how proud we are of the way our employees,partners and management rose to the extremechallenges resulting from the COVID-19 pandemic andits impact on the global my role as independent Lead Director, I worked withother independent directors and the Company smanagement to guide its response and strategicpriorities as it made significant business improvementsto weather near-term challenges while maintainingfocus on long-term shareholder oversight demonstrates the importance of sound,proactive corporate governance.

9 ExxonMobil s Boardhas worked hard to fulfill its role as stewards ofshareholders interests. An important part of that role isoversight of the Company s strategy and key risks,including risks related to climate important is your Board s well-defined, rigorousrefreshment process, which selects nominees with arange of backgrounds, knowledge, and complementaryskills relevant to the Company s business and futuredirection. In recent years, the Company has pursuedadditional board expertise in the areas of climatescience, asset and risk management, and relevantindustry experience. This year, a shareholder, EngineNo.

10 1, nominated four directors to oppose the highlyqualified directors recommended by your Board. After athorough review, your Board unanimously determinednot to recommend the Engine No. 1 candidates andurges you to support the Board s am confident in our disciplined approach. During theyear, we consistently leveraged diverse perspectives andexperiences to test assumptions, challenge conventionalthinking, offer solutions, and assess management sbeliefs and actions all in the context of building long-term shareholder appreciate the trust you ve placed in ExxonMobil aswe continue to create sustainable shareholder OF CONTENTSPagePROXY SUMMARY AND VOTING 1 GENERAL 4 BOARD OF 9 Item 1 Election of 9 Background to the 16 Corporate 21 Director 33 Certain Beneficial 35 Director and Executive Officer Stock 35 Audit Committee 38 Item 2 Ratification of Independent 39 Compensation Committee 40 Item 3 Advisory Vote to Approve Executive 40 EXECUTIVE 41