Additionally, by combining two strong companies, Hess shareholders will benefit from greater asset and
geographic diversification, exposure to a stronger and industry leading balance sheet, the ability to realize various operational and cost synergies, and expanded global partnerships. The proposed all-stock
deal allows current Hess shareholders to continue to participate in the upside of Chevrons free cash flow growth.
Shareholders with questions about
voting their shares of Hess common stock should contact Hess proxy solicitor, MacKenzie Partners, Inc. by phone at (212) 929-5500 / Toll-Free: (800) 322-2885 or
email at proxy@mackenziepartners.com.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify these statements and other forward-looking statements in this document by words such as expects,
focus, intends, anticipates, plans, targets, poised, advances, drives, aims, forecasts, believes,
approaches, seeks, schedules, estimates, positions, pursues, progress, may, can, could, should, will,
budgets, outlook, trends, guidance, commits, on track, objectives, goals, projects, strategies, opportunities,
potential, ambitions, aspires and similar expressions, and variations or negatives of these words, but not all forward-looking statements include such words.
Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the
potential transaction, including the expected time period to consummate the potential transaction, and the anticipated benefits (including synergies) of the potential transaction. All such forward-looking statements are based upon current plans,
estimates, expectations, and ambitions that are subject to risks, uncertainties, and assumptions, many of which are beyond the control of Chevron and Hess, that could cause actual results to differ materially from those expressed in such
forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to the risk that regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated by
Chevron and Hess; potential delays in consummating the potential transaction, including as a result of regulatory proceedings or the ongoing arbitration proceedings regarding preemptive rights in the Stabroek Block joint operating agreement; risks
that such ongoing arbitration is not satisfactorily resolved and the potential transaction fails to be consummated; Chevrons ability to integrate Hess operations in a successful manner and in the expected time period; the possibility
that any of the anticipated benefits and projected synergies of the potential transaction will not be realized or will not be realized within the expected time period; the occurrence of any event, change or other circumstance that could give rise to
the termination of the merger agreement; risks that the anticipated tax treatment of the potential transaction is not obtained; unforeseen or unknown liabilities; customer, shareholder, regulatory and other stakeholder approvals and support;
unexpected future capital expenditures; potential litigation relating to the potential transaction that could be instituted against Chevron and Hess or their respective directors; the possibility that the potential transaction may be more expensive
to complete than anticipated, including as a result of unexpected factors or events; the effect of the announcement, pendency or completion of the potential transaction on the parties business relationships and business generally; risks that
the potential transaction disrupts current plans and operations of Chevron or Hess and potential difficulties in Hess employee retention as a result of the potential transaction, as well as the risk of disruption of Chevrons or Hess
management and business disruption during the pendency of, or following, the potential transaction; changes to the companys capital allocation strategies; uncertainties as to whether the potential transaction will be consummated on the
anticipated timing or at all, or if consummated, will achieve its anticipated economic benefits, including as a result of risks associated with third party contracts containing material consent, anti-assignment, transfer or other provisions that may
be related to the potential transaction and that are not waived or otherwise satisfactorily resolved; changes in commodity prices; negative effects of the announcement of the potential transaction, and the pendency or completion of the proposed
acquisition on the market price of Chevrons or Hess common stock and/or operating results; rating agency actions and Chevrons and Hess ability to access short- and long-term debt markets on a timely and affordable basis;
various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, and cybersecurity attacks, as well as security threats and governmental response to them, and technological changes; labor
disputes; changes in labor costs and labor difficulties; the effects of industry, market, economic, political or regulatory conditions outside of Chevrons or Hess control; legislative, regulatory and economic developments targeting
public companies in the oil and gas industry; and the risks described in (i) Part I, Item 1A Risk Factors of (a) Chevrons Annual Report on Form 10-K for the year ended
December 31, 2023 and (b) Hess Annual Report on Form 10-K for the year ended December 31, 2023, (ii) Hess definitive