Exhibits 4.3 and 4.4
OFFICER’S CERTIFICATE PURSUANT TO
SECTIONS 3.01 AND 3.03 OF THE INDENTURE IDENTIFIED BELOW
The undersigned officer of Exxon Mobil Corporation (the “Company”), acting pursuant to authorization contained in resolutions of the Board of Directors of the Company duly adopted on January 30, 2024, does hereby authorize, adopt and approve the following terms for a series of the Company’s debt securities designated as “Floating Rate Notes due 2074” (the “Notes”), to be issued under an indenture dated as of March 20, 2014 (the “Base Indenture”), as amended and supplemented by a first supplemental indenture dated as of June 26, 2020 (together with the Base Indenture, as further amended, supplemented or otherwise modified, the “Indenture”), each between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), which Notes have been registered for sale with the Securities and Exchange Commission pursuant to a Registration Statement on Form S-3 (No. 333-270460) under the Securities Act of 1933, as amended. Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture.
I. The Notes are entitled “Floating Rate Notes due 2074.”
II. The Notes are limited in aggregate principal amount to U.S.$171,968,000, subject to (i) the Company’s right from time to time, without giving notice to or seeking the consent of the Holders of the Notes, to issue an unlimited amount of additional securities having the same ranking and the same interest rate, maturity and other terms as the Notes other than issue date, issue price and the payment of interest accruing prior to the issue date of the additional securities (such additional securities having such similar terms, together with the Notes, constituting a single series of securities under the Indenture); provided that if such additional securities are not fungible with the then-outstanding Notes for U.S. federal income tax purposes, the additional securities shall have a separate CUSIP, ISIN or other identifying number, as applicable, and (ii) Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to the provisions of the Indenture.
III. The Notes shall mature on October 15, 2074, subject to the provisions of the Indenture and this Officer’s Certificate relating to acceleration and subject to the provisions of the Indenture and this Officer’s Certificate relating to optional redemption, repayment and shortened maturity date.
A “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City (or other Place of Payment specified pursuant to the Indenture) are authorized or obligated by law or executive order to close.
IV. Interest on the Notes
The Notes shall bear interest at a floating rate per annum equal to Compounded SOFR (as defined herein) minus 0.450% (negative 0.450%, the “Margin”) payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, commencing on January 15, 2025, to the persons in whose names such Notes were registered at the close of business on the immediately preceding December 31, March 31, June 30 and September 30, respectively (whether or not a Business Day).
1