ConocoPhillips

Order

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- application by a reporting issuer for an order that it is not a reporting issuer in each jurisdiction of Canada -- based on diligent inquiry, residents of Canada (i) do not directly or indirectly beneficially own more than 2% of each class or series of outstanding securities of the issuer worldwide, and (ii) do not directly or indirectly comprise more than 2% of the total number of securityholders of the issuer worldwide -- issuer is subject to U.S. securities law requirements -- issuer has provided notice through a press release that it has submitted an application to cease to be a reporting issuer in the relevant jurisdictions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).

Citation: Re ConocoPhillips, 2025 ABASC 112

August 6, 2025

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

AND

IN THE MATTER OF
THE PROCESS FOR CEASE TO BE
A REPORTING ISSUER APPLICATIONS

AND

IN THE MATTER OF
CONOCOPHILLIPS
(the Filer)

ORDER

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):

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

(b) the Filer has provided notice that section 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of British Columbia, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia and Newfoundland and Labrador, and

(c) this order is the order 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 and MI 11-102 have the same meaning if used in this order, unless otherwise defined herein.

Representations

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

1. The Filer is a corporation governed by the laws of the State of Delaware, with its head office located in Houston, Texas.

2. The Filer is a reporting issuer under the securities laws of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia and Newfoundland and Labrador (the Reporting Jurisdictions) and is applying for the Order Sought in each Reporting Jurisdiction. The Filer became a reporting issuer in the Reporting Jurisdictions on November 22, 2024 upon completion of a merger pursuant to an agreement and plan of merger dated as of May 28, 2024 among the Filer, a wholly-owned subsidiary of the Filer (Merger Sub) and Marathon Oil Corporation (Marathon), pursuant to which Merger Sub was merged with and into Marathon and Marathon became a wholly-owned subsidiary of the Filer.

3. Alberta is the principal regulator of the Filer because the headquarters for the Canadian operations of the Filer is in Calgary, Alberta.

4. The Filer's authorized capital stock consists of 2,500,000,000 shares of common stock (Common Shares), par value US$0.01 per share, and 500,000,000 shares of preferred stock (Preferred Shares), par value US$0.01 per share. As of May 12, 2025, there were approximately 1,265,311,379 Common Shares outstanding on a fully diluted basis (excluding treasury shares) and no Preferred Shares outstanding.

5. The Filer has 12 series of outstanding senior notes (collectively, the Notes), of which nine series were issued under U.S. registration statements (collectively, the Registered Notes). All of the Notes were issued initially primarily in the United States and at a time when the Filer was not a reporting issuer in Canada; accordingly, no purchasers purchased the Notes in reliance on the Filer being a reporting issuer in Canada.

6. The Notes are not convertible or exchangeable into any other voting or equity securities of the Filer. Beneficial ownership of the Notes is held in book-entry form through Cede & Co., a nominee for The Depository Trust Company, which is the sole registered holder of each series of Notes.

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

8. The Filer does not have any securities outstanding other than the Common Shares (including certain non-transferable rights to receive or acquire Common Shares granted to the Filer's employees pursuant to the Filer's employee incentive plan) and the Notes.

9. 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.

10. The Filer qualifies as an "SEC foreign issuer" under National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (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.

11. The Filer has made a good faith investigation to confirm the residency of the holders of the Common Shares and the Notes. The investigation included obtaining a geographic breakdown of registered holders of Common Shares from Computershare Trust Company, N.A. and geographical surveys of beneficial holders of Common Shares and Notes from Broadridge Financial Solutions, Inc. (Broadridge). Based on its investigation, the Filer has concluded as set out below, as of May 16, 2025:

(a) an aggregate of approximately 10,585,084 fully diluted Common Shares (representing approximately 0.84% of the total Common Shares outstanding on a fully diluted basis (excluding treasury shares)) are held by approximately 27,418 beneficial holders resident in Canada (representing less than 2% of total beneficial holders of fully diluted Common Shares worldwide);

(b) 10 beneficial holders of Notes resident in Canada (representing approximately 0.07% of beneficial holders of Notes worldwide) hold a total of US$11,093,000 aggregate principal amount of only two series of outstanding Notes (representing approximately 0.31% of the aggregate principal amount of all outstanding Notes). No holders resident in Canada hold any Notes in the other ten series of outstanding Notes; and

(c) the aggregate principal amount of the two series of outstanding Notes held by residents in Canada was well below 2% of each such series.

12. Based on the foregoing, residents of Canada do not:

(a) directly or indirectly beneficially own more than 2% of each class or series of outstanding securities (including debt securities) of the Filer worldwide; and

(b) directly or indirectly comprise more than 2% of the total number of securityholders of the issuer worldwide.

13. None of the Filer's securities, including debt securities, are traded on a "marketplace" (as such term is defined in National Instrument 21-101 Marketplace Operations), or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported, in Canada. The Filer has no current intention to list any securities of the Filer in Canada on a marketplace or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

14. The Filer has no current intention to seek public financing by way of an offering of its securities in Canada.

15. The Filer files continuous disclosure reports under U.S. securities laws and is listed on a U.S. exchange.

16. In the 12 months before applying for this order, the Filer has not taken any steps that indicate there is a market for its securities in Canada, including conducting a prospectus offering in Canada, establishing or maintaining a listing on an exchange in Canada or having its securities traded on a marketplace or any other facility in Canada for bringing together buyers and sellers where trading data is publicly reported.

17. On July 18, 2025, the Filer issued a news release announcing, among other things, that it applied for an order to cease to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer, and that if the Order Sought is granted, the Filer will no longer be a reporting issuer in any jurisdiction in Canada. The Filer did not receive any complaints from its securityholders regarding this news release.

18. The Filer undertakes to concurrently deliver to its Canadian securityholders all disclosure the Filer would be required to deliver to U.S. resident securityholders under U.S. securities law or exchange requirements, in the manner required by the securities laws of the United States and the applicable requirements of the NYSE.

19. The Filer is not in default of securities legislation of any of the Reporting Jurisdictions.

Order

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

The decision of the Decision Makers under the Legislation is that the Order Sought is granted.

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