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Chevron has established equity-basis greenhouse gas (“GHG”) emissions reduction metrics to achieve goals related to activities over which it has financial or operational influence.

Chevron’s reply was not responsive to this request.

Your Board believes that the 15 percent threshold for special meetings remains appropriate.

Shell: how long-term price assumptions impacted by climate change could affect asset values and impairment estimates.

The city of Richmond filed a lawsuit against Chevron for health impacts, economic losses, and environmental harm, citing its lapses in maintenance and disregard for public safety.

The report should summarize the outcome of any efforts to directly measure methane emissions by the Company;

In 2019, 30% of U.S. methane emissions from human activities came from natural gas and petroleum systems, from venting, flaring, and leaking.

Each contribution is reported in its applicable jurisdiction.

Your Board believes that Chevron’s actions and reporting are appropriate and that the Company’s strategy and method for setting emissions intensity reduction metrics effectively position Chevron to address future opportunities and risks.

An Ecuadorian court issued a $9.5 billion judgment against Chevron for its legacy Texaco operations in Ecuador, which historically disposed of billions of gallons of toxic waste into waterways, impacting over 30,000 indigenous peoples.

For example, Chevron spent $35,124,804 lobbying in California from 2010 – 2018.

We therefore support the Company to set emission reduction targets for all emissions: the emissions of the company’s operations and the emissions of its energy products (Scope 1, 2, and 3).

Chevron faced a $160 million settlement and is required to take nationwide safety and chemical accident prevention measures following repeated violations of the Clean Air Act from chemical releases, deadly explosions, and fires.

Your Board believes in having members with a diverse set of experiences to enable the full Board to effectively oversee the Company.

The tribunal concluded that as a matter of international law, the judgment “should not be recognised or enforced by the courts of other States.”

“Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Chevron is a member.

Chevron’s Corporate Sustainability Report describes how we are living up to our commitments to diversity and inclusion, human rights, creating prosperity and sustainable development goals.

Chevron has, for many years now, provided significant disclosure on its lobbying activities and expenditures and has a practice of periodically evaluating and improving the scope and quality of disclosure.

In addition, dozens of oil workers in Myanmar have petitioned oil companies to suspend payments to the ruling junta.

Chevron believes in establishing metrics on an equity-basis, per commodity, and on an intensity basis, up to the point of sale, in a verifiable, tradable manner to transparently measure the efficiency of production for each product.

3. Enabling customers to lower their emissions through increasing our renewable products, offering offsets, and investing in low-carbon technologies.

For longer-term scenarios, Chevron routinely uses external views to both inform and challenge its internal analysis.

Chevron views the assessment of direct methane emissions measurement discussed in the “Resolved” section of the Proposal as largely consistent with our current and ongoing efforts to address Scope 1 emissions.

Chevron’s By-Laws permit stockholders owning 15 percent of Chevron’s outstanding common stock to call for a special meeting.

A recent report, Chevron’s Global Destruction,1 documents legal actions filed against Chevron and its subsidiaries around the world – providing evidence that Chevron is liable for $50+ billion in legal judgments and seizure claims globally.

In contrast, Chevron appears to prioritize our Company’s financial returns over the impact of climate change on global markets.

Policy decisions can significantly affect Chevron’s strategies, capital investments, operations and, ultimately, stockholder value.

For example, Chevron Phillips Chemical has incorporated weather-related scenarios into both the Process Hazard Analysis and the Layer of Protection Analysis in new facility design.

This approach can best incentivize the most efficient and cost-effective emissions reductions while providing support to impacted communities and creating a level playing field that maintains economic competitiveness.

Finally, plaintiffs’ recognition and enforcement proceedings outside Ecuador have failed in every jurisdiction in which they have been attempted to date, including Argentina, Brazil and Canada.

Perhaps the most pressing issue is the ongoing effort by Ecuadorian communities to enforce a $9.5 billion judgment against Chevron for devastating oil pollution (the “Ecuadorian Judgment”).

Chevron’s By-Laws currently contain two important limitations. A special meeting cannot be called (1) if the Board has already called or will call an Annual Meeting of stockholders for the same purpose specified in the special meeting request or (2) if an annual or special meeting was held not more than 12 months before the request for a special meeting was received and included the purpose specified in the special meeting request.

The Myanmar military has a long history of egregious human rights abuses, particularly against ethnic minorities.

Your Board believes that the additional report called for by the proposal is neither necessary nor an appropriate way to ensure the Company meets its social and environmental responsibilities.

In addition, the company discloses a full list of trade associations with annual dues of more than $100,000 wherein a portion of the dues may be used for lobbying.

They use this opportunity to discuss any matters they deem appropriate, including evaluation of senior management, CEO and management succession, Chevron’s operating and financial performance and returns to stockholders, and Board priorities, among others.

In September 2020, the District Court of The Hague upheld the award, highlighting that Ecuador acknowledges that the Ecuadorian judgment is fraudulent (“[t]he fraudulent character of the judgment and the proceedings preceding it is common ground between [Chevron and Ecuador]”), a fact Ecuador also admitted in a public filing with the Office of the United States Trade Representative in July 2020 (referring to the Ecuadorian judgment as “fraudulent”).

Chevron addresses Scope 3 emissions by taking the following actions:

Climate-related tort claims and similar litigation against Chevron are mounting.

Chevron has published a climate risk scenario report and attempted to reduce capital spending; however, investor concerns remain because:

Additionally, in 2020, BP, Shell and Total reviewed their 2019 financial accounting practices in light of the accelerating low-carbon energy transition.

Impacts on communities may also result in litigation, project delays, and costly fines.

In 2019, stockholders representing 92 percent of the votes cast opposed a similar proposal to create a Board Committee on climate change.

He later recanted essential portions of his testimony and admitted receiving payment from Chevron, and that Chevron’s law firm – Gibson Dunn & Crutcher – had coached him before testifying in 50+ meetings.

At times locations where we operate experience civil unrest and challenging conditions.

According to EPA data, Chevron ranks 73d of U.S. top 100 oil and gas producers, with a methane intensity of 0.08%.

Chevron’s Board of Directors and each of the governing bodies that assist the Board in its oversight of climate change issues meet several times per year.

We are concerned that Chevron’s lack of disclosure presents reputational risks when its lobbying contradicts company public positions.

Resolved, Shareholders request the Board of Directors commission an independent third-party report, at reasonable cost and omitting proprietary information, evaluating the effectiveness of Chevron’s efforts to prevent, mitigate and remedy actual and potential human rights impacts of its operations.

If the Board has already called or will call an Annual Meeting of Stockholders for the same purpose specified in the special meeting request, or

Chevron does so by engaging with policymakers and expressing its views on pending policy proposals, by engaging in direct and indirect lobbying, and by participating in a diverse range of business and policy organizations that advocate positions supporting free markets and responsible energy legislation and regulation.

provide investors with insight as to whether there is likely to be a material difference between direct measurement results and the Company’s published estimates of methane emissions;

The National Bureau of Economic Research warns if greenhouse gases are not cut in line with the Paris Accord, United States’ GDP could be cut 10.5 percent by 2100.

In many cases, this disclosure goes beyond what is required by law.

Implementing the Proposal would represent a prudent path forward by formalizing board level oversight of climate change strategy so the company may remain successful in an increasingly decarbonizing economy.

Under oath, Deputy Controller Rex Mitchell testified that such seizure of Company assets: “would cause significant, irreparable damage to Chevron’s business reputation and business relationships.”

1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

Your Board is confident that the Company’s political activities are aligned with Chevron’s goals and the long-term interests of our stockholders.

Backing from investors that insist on targets for all emissions continues to gain momentum: 2021 saw unprecedented investor support for climate resolutions.

It is used worldwide to assess and manage global risks; manage facility risks that could impact employee and contractor health and safety, process safety, the environment, and the local community; guide the design, construction, and startup of new or modified facilities; rigorously audit performance against operational objectives and compliance requirements; and employ a “plan-do-check-act” model with the goal of reducing risk and ensuring regulatory compliance.

Your Board has four standing Committees: Public Policy, Audit, Nominating and Governance, and Management Compensation.

We therefore support the Company to reduce the emissions of their energy products (Scope 3).

In a March 4, 2014, ruling that held that the Ecuadorian judgment was unenforceable in the United States and plaintiffs’ counsel was liable for racketeering under the RICO statute, the U.S. District Court for the Southern District of New York (“SDNY”) found that the plaintiffs’ team “wrote the [Ecuadorian] court’s Judgment themselves and promised $500,000 to the Ecuadorian judge to rule in their favor and sign their judgment.”

As a result, investors have requested that the U.S. Securities and Exchange Commission investigate whether Chevron violated securities laws by misrepresenting or materially omitting information in regard to the multi-billion Ecuadoran judgment.

This Proposal grants shareowners the ability to consider important matters which may arise between annual meetings, and augments the Board’s power to itself call a special meeting.

PCI is transparent and replicable by leveraging information readily found in financial statements, emissions disclosures, and emission factors.

Your Board shares the proponent’s commitment to addressing racial injustice.

The report should clearly identify, and recommend steps to eliminate, business activities that further systemic racism, environmental injustice, threaten civil rights, or present barriers to diversity, equity, and inclusion (DEI).

For example, as a global energy company that negotiates concessions and leases with host-country governments around the world, we believe it is generally advantageous to the Company for the CEO to represent the Chevron Board as its Chairman in such dialogues.

The Board oversees Chevron’s risk management policies and practices to ensure that the appropriate systems are employed.

Chevron continues to develop new fossil fuel resources while acknowledging climate related risks8 that could lead to increased future impairments.

In reality, no court since the Ecuadorian Judgment was rendered has reviewed the facts of the case de novo.

It is evident that a growing group of investors across the energy sector is uniting behind visible and unambiguous support for reductions of all emissions.

Climate risk merits the creation of a board committee to help lead the necessary transition.

We therefore encourage you to set targets that are inspirational for society, employees, shareholders, and the energy sector, allowing the company to meet an increasing demand for energy while reducing GHG emissions to levels consistent with curbing climate change.

In 2018, Ecuador’s Constitutional Court unanimously confirmed a $9.5 billion judgment against Chevron.

Opponents of our industry are well resourced to influence policy decisions in a manner that increases risk for Chevron.

Chevron’s most recent annual Corporate Political Contributions report and the Chevron Employee Political Action Committee contribution report.

Shareholders urgently need a reasonable 10% threshold to call special meetings.

Companies that fail to correct policies and practices deemed to be racist, discriminatory, or furthering inequities face legal, financial, reputational, and human capital management risks.

We are confident you will agree that the Company’s disclosures render the additional report called for in this proposal duplicative.

The Board thus has great flexibility to fulfill its fiduciary duty to stockholders and choose the optimal leadership for the Board depending upon Chevron’s particular needs and circumstances at the time.

Chevron mishandled risk related to an ongoing legal effort by communities in Ecuador to enforce a $9.5 billion judgment for oil pollution.

A growing international consensus has emerged among financial institutions that climate-related risks are a source of financial risk, and therefore limiting global warming is essential to risk management and responsible stewardship of the economy.

The tribunal concluded that as a matter of international law, the judgment “should not be recognised or enforced by the courts of other States.”

Companies that commit to holistically advance racial justice and foster DEI benefit from stronger performance, employee satisfaction, innovation, and positive social impact. 2

Chevron is committed to supporting and maintaining the highest standards of ethical conduct and operational excellence.

There is also a link to the Federal Election Commission website, which contains current and previous years’ reports on CEPAC contributions.

As required by Chevron’s By-Laws, the independent members of your Board elect the Board Chairman annually and, as part of this election, review whether to elect the CEO or another Director to serve as Chairman.

Reducing emissions from the use of energy products is essential to limiting global warming.

Therefore, your Board recommends that you vote against this proposal.

These contributions support a global approach to achieve the goals of the Paris Agreement as efficiently and cost-effectively as possible for society.

Emissions from the use of Chevron’s products and operations contribute to the climate crisis, which may compound impacts to already burdened communities.

Preparing reports to the board with depth and attention to existential climate risks;

Your Board expects Chevron’s management to continue vigorously defending against this fraud.

We see future “business as usual” scenarios of 3-4°C or greater as both unacceptable and uninvestable.

Management’s handling of a range of issues has increased both risk and cost to shareholders, which necessitates lowering the threshold to call a special meeting.

In addition, Chevron’s employees are required to complete political and lobbying compliance training.

Given these global climate imperatives, to best allocate investments, investors are calling for information to assess the financial impacts of climate-related physical and transition risks on companies and identify companies best positioned to thrive in a low carbon economy.

The Company leverages its capabilities, assets, and expertise to focus on these three action areas that aim to deliver measurable progress: (1) lower carbon intensity cost efficiently, (2) increase renewables and offsets in support of our own business, and (3) invest in low-carbon technologies to enable commercial solutions.