One of the main purposes of this proposal is to give shareholders the right to formally participate in calling for a special shareholder meeting regardless of their length of stock ownership to the fullest extent possible.

It is important to vote for this Shareholder Right to Call a Special Shareholder Meeting proposal because we have no right to act by written consent. Shareholders at many companies have a right to call a special shareholder and the right to act by written consent. Without either of these rights ConocoPhillips shareholders do not have a means with traction to bring new ideas to management.

A reasonable shareholder right to call for a special shareholder meeting to elect a new director can make shareholder engagement meaningful. The 2021 ConocoPhillips annual meeting proxy statement had 3 segments on Shareholder Engagement.

If management is insincere in its shareholder engagement, a right for shareholders to call for a special meeting in our bylaws can make management think twice about insincerity.

A shareholder right to call for a special shareholder meeting in our bylaws will help ensure that management engages with shareholders in good faith because shareholders will have a viable Plan B by calling for a special shareholder meeting. Our bylaws give no assurance that shareholder engagement will continue.

A reasonable shareholder right to call for a special shareholder meeting could give directors more of an incentive to improve their performance. For instance Mr. Robert Niblock, Lead Director, received up to 29-times the number of negative votes as other COP directors. Mr. Niblock’s vote showing as Lead Director makes for a good argument to have an independent board chairman to better manage the members of the Board.

To make up for our lack of a right to act by written consent we need the right of 10% of shares to call for a special shareholder meeting.

This is a best practice governance proposal in the same spirit as the 2021 simple majority vote proposal that won our 99% support.