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Information for security holders outside Canada
−Removed: Cash dividends paid to shareholders resident in countries with which Canada has an income tax convention are usually subject to a Canadian non-resident
−Removed: withholding tax of 15 percent, but may vary from one tax convention to another.
+Added: Cash dividends paid to shareholders resident in countries with which Canada has an income tax convention are usually subject to a Canadian non-resident withholding tax of 15 percent, but may vary from one tax convention to another.
The withholding tax is reduced to 5 percent on dividends paid to a corporation resident in the U.S.
3 unchanged sentences
domestic corporations and qualified foreign corporations.
−Removed: There is no Canadian tax on gains from selling shares or debt instruments owned by non-residents
−Removed: not carrying on business in Canada, as long as the shareholder does not, in any given 60 month period, own 25 percent or more of the shares of the company.
−Removed: Canada has approved several positions with respect to the Multilateral Convention to Implement Tax Treaty
−Removed: Related Measures to Prevent Base Erosion and Profit Shifting
−Removed: which may impact the taxability of dividends and capital gains in Canada if the shareholder’s country of residence has also approved these same positions of the MLI.
−Removed: Between October 1, 2021 and December 31, 2021, pursuant to the company’s restricted stock unit plan, 6,725 shares were issued to employees or former employees outside the U.S.
−Removed: in reliance on Regulation S under the Securities Act.
+Added: There is no Canadian tax on gains from selling shares or debt instruments owned by non-residents not carrying on business in Canada, as long as the shareholder does not, in any given 60 month period, own 25 percent or more of the shares of the company.
+Added: Canada has approved several positions with respect to the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (“MLI”) , which may impact the taxability of dividends and capital gains in Canada if the shareholder’s country of residence has also approved these same positions of the MLI.
+Added: During the fourth quarter, the company did not issue or sell any unregistered equity securities.
Securities authorized for issuance under equity compensation plans
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under the plans or
+Added: programs (a) (b)
(October 1 - October 31)
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(December 1 - December 31)
−Removed: On June 23, 2021, the company announced by news release that it had received final approval from the Toronto Stock Exchange for a new normal course issuer bid and will continue its existing share purchase program.
−Removed: The program enables the company to purchase up to a maximum of 35,583,671 common shares during the period June 29, 2021 to June 28, 2022.
−Removed: This maximum includes shares purchased under the normal course issuer bid and from Exxon Mobil Corporation concurrent with, but outside of the normal course issuer bid.
−Removed: As in the past, Exxon Mobil Corporation has advised the company that it intends to participate to maintain its ownership percentage at approximately 69.6 percent.
−Removed: The program will end should the company purchase the maximum allowable number of shares, or on June 28, 2022.
−Removed: In accordance with the company’s announcement in November 2021 that it intended to accelerate purchases under the normal course issuer bid, the program was subsequently completed on January 31, 2022 as a result of the company purchasing the maximum allowable number of shares under the program.
+Added: (a) On June 27, 2022, the company announced by news release that it had received final approval from the Toronto Stock Exchange for a new normal course issuer bid to continue its existing share purchase program.
+Added: The program enabled the company to purchase up to a maximum of 31,833,809 common shares during the period June 29, 2022 to June 28, 2023.
+Added: This maximum included shares purchased under the normal course issuer bid and from Exxon Mobil Corporation concurrent with, but outside of the normal course issuer bid.
+Added: As in the past, Exxon Mobil Corporation advised the company that it intended to participate to maintain its ownership percentage at approximately 69.6 percent.
+Added: Imperial accelerated share purchases under the normal course issuer bid program, and the program completed on October 21, 2022 as a result of the company purchasing the maximum allowable number of shares under the program.
+Added: (b) On November 4, 2022, the company commenced a substantial issuer bid pursuant to which it offered to purchase for cancellation up to $1.5 billion of its common shares through a modified Dutch auction and proportionate tender offer.
+Added: The substantial issuer bid was completed on December 14, 2022, with the company taking up and paying for 20,689,655 common shares at a price of $72.50 per share, for an aggregate purchase of $1.5 billion and 3.4 percent of Imperial’s issued and outstanding shares at the close of business on October 31, 2022.
+Added: This included 14,399,985 shares purchased from Exxon Mobil Corporation by way of a proportionate tender to maintain its ownership percentage at approximately 69.6 percent.
The company will continue to evaluate the renewal of its normal course issuer bid share purchase program in June 2023 in the context of its overall capital activities.
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.