What changed in this filing

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Item 9A. Controls and Procedures

2024-02-28 compared with 2023-02-22 · 1252 added, 1118 removed, 2748 unchanged (46% of the section changed)

This section is long enough that the comparison stopped early. What follows is partial, and the remainder is not necessarily unchanged.

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Other information

During the three months ended December 31, 2023, none of the company's directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Disclosure regarding foreign jurisdiction that prevents inspections

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Each director is elected to hold office until the close of the next annual meeting.

Each of the seven individuals listed in the section entitled “Nominees for director” on pages 112 to 116 of this report have been nominated for election at the annual meeting of shareholders to be held May 2, 2023.

All of the nominees, with the exception of S.R.

Floren and G.J.

Goldberg, are now directors and have been since the dates indicated.

Driscoll, Mr.

Floren and Mr.

Goldberg are not currently directors and are being nominated for election as directors at the annual meeting of shareholders for the first time.

Each of the seven individuals listed in the section entitled "Nominees for director" on pages 113 to 117 of this report have been nominated for election at the annual meeting of shareholders to be held April 30, 2024.

All of the nominees, with the exception of N.A.

Hansen, are now directors and have been since the dates indicated.

Crocker is a current director and has chosen not to stand for re-election.

Mintz and D.S.

Sutherland are currently directors and are not standing for re-election in 2023 as they have reached the company's mandatory retirement age for directors.

Sutherland retired from the board on May 2, 2023 as they reached the company's mandatory retirement age for directors.

Reference is made to the section under "Nominees for director":

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Reference is made to the following sections under "Company executives and executive compensation":

• “Letter to shareholders from the executive resources committee on executive compensation”, on page 155 of this report;

• "Letter to shareholders", on page 159 of this report;

• "Compensation discussion and analysis", on pages 158 to 187 of this report.

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Jolly 13,498 76,300 — —

Wetmore 15,990 60,400 — —

Evers 2,922 39,600 — —

Incumbent directors and executive

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None of these individuals owns more than 0.01 percent of the outstanding shares of Imperial Oil Limited or Exxon Mobil Corporation.

The directors and officers as a group own approximately 0.02 percent of the outstanding shares of Imperial Oil Limited, and less than 0.01 percent of the outstanding shares of Exxon Mobil Corporation.

The directors and officers as a group own less than 0.01 percent of the outstanding shares of Imperial Oil Limited, and less than 0.01 percent of the outstanding shares of Exxon Mobil Corporation.

Information not being within the knowledge of the company has been provided by the directors and the executive officers individually.

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Reference is made to the section under "Corporate governance disclosure" entitled "Transactions with Exxon Mobil Corporation", on page 154 of this report.

Crocker is deemed a non-independent member of the board of directors and the executive resources committee, safety and sustainability committee, nominations and corporate governance committee and community collaboration and engagement committee under the relevant standards.

As an employee of Exxon Mobil Corporation, M.R.

Crocker is independent of the company’s management and is able to assist these committees by reflecting the perspective of the company’s shareholders.

Crocker has chosen not to stand for re-election.

Director nominee N.A.

Hansen is an employee of Exxon Mobil Corporation and if elected will also be deemed a non-independent director.

As employees of Exxon Mobil Corporation, M.R.

Crocker is, and N.A.

Hansen will be, independent of the company’s management and able to assist these committees by reflecting the perspective of the company’s shareholders.

Principal accountant fees and services

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(Incorporated herein by reference to Exhibit (10)(ii)(20) of the company’s Annual Report on Form 10-K for the year ended December 31, 2001 (File No.

Syncrude Bitumen Royalty Option Agreement, dated November 18, 2008, setting out the terms of the exercise by the Syncrude Joint Venture owners of the option contained in the existing Crown Agreement to convert to a royalty payable on the value of bitumen, effective January 1, 2009 (Incorporated herein by reference to Exhibit 1.01(10)(ii)(2) of the company’s Form 8-K filed on November 19, 2008 (FileNo.

(iii)(A) (1) Form of Letter relating to Supplemental Retirement Income (Incorporated herein by reference to Exhibit (10)(c)(3) of the company’s Annual Report on Form 10-K for the year ended December 31, 1980 (File No.

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(Incorporated herein by reference to Exhibit (10)(iii)(A)(6) of the company’s Annual Report on Form 10-K for the year ended December 31, 1998 (File No.

Amended Restricted Stock Unit Plan with respect to Restricted Stock Units granted in 2011 and subsequent years, as amended effective November 14, 2011 (Incorporated herein by reference to Exhibit 9.01(c)[10(iii)(A)(1)] of the company’s Form 8-K filed on February 23, 2012 (File No.

Amended Restricted Stock Unit Plan with respect to Restricted Stock Units granted in 2016 and subsequent years, as amended effective October 26, 2016 (Incorporated herein by reference to Exhibit 9.01(c)[10(iii)(A)(1)] of the company’s Form 8-K filed on October 31, 2016 (File No.

Amended Short Term Incentive Program with respect to awards granted in 2016 and subsequent years, as amended effective October 26, 2016 (Incorporated herein by reference to Exhibit 9.01(c)[10(iii)(A)(1)] of the company’s Form 8-K filed on October 31, 2016 (File No.

Amended Restricted Stock Unit Plan with respect to Restricted Stock Units granted in 2020 and subsequent years, as amended effective November 24, 2020 (Incorporated herein by reference to Exhibit (10)(iii)(A)(6) of the company’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No.

Amended Restricted Stock Unit Plan with respect to Restricted Stock Units granted in 2022 and subsequent years, as amended effective November 29, 2022.

Amended Restricted Stock Unit Plan with respect to Restricted Stock Units granted in 2022 and subsequent years, as amended effective November 29, 2022 (Incorporated herein by reference to Exhibit (10)(iii)(A)(7) of the company's Annual Report on Form 10-K for the year ended December 31, 2022 (File No.

Amended Short Term Incentive Program, as amended effective December 1, 2023.

(21) Imperial Oil Resources Limited is incorporated in Alberta, Canada and Canada Imperial Oil Limited is incorporated in Canada, and both are wholly-owned subsidiaries of the company.

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Section 1350.

SEC Rule 10D-1 Policy for the Recovery of Erroneously Awarded Compensation effective December 1, 2023.

(101) Interactive Data Files (formatted as Inline XBRL).

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/s/ Matthew R.

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Capital and exploration expenditures 63

Market risks 64

Critical accounting estimates 66

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Frequently used terms

Listed below are definitions of several of Imperial’s key business and financial performance measures.

Listed below are definitions of several of the company’s key business and financial performance measures.

The definitions are provided to facilitate understanding of the terms and how they are calculated.

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Selling and general 857 882 784

Depreciation and depletion (includes impairments) 1,897 1,977 3,293

Depreciation and depletion 1,907 1,897 1,977

Non-service pension and postretirement benefit 82 17 42

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Gain/(loss) on sale of assets — 208 —

Impairments — — (1,171)

Subtotal of identified items — 208 —

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Management’s discussion and analysis of financial condition and results of operations

The following discussion and analysis of Imperial’s financial results, as well as the accompanying financial statements and related notes to consolidated financial statements to which they refer, are the responsibility of the management of Imperial Oil Limited.

The company’s accounting and financial reporting fairly reflect its integrated business model involving exploration for, and production of, crude oil and natural gas, manufacture, trade, transport and sale of crude oil, natural gas, petroleum products, petrochemicals and a variety of specialty products.

The following discussion and analysis of the company’s financial results, as well as the accompanying financial statements and related notes to consolidated financial statements to which they refer, are the responsibility of the management of Imperial Oil Limited.

The company’s accounting and financial reporting fairly reflect its integrated business model involving exploration for, and production of, crude oil and natural gas;

manufacture, trade, transport and sale of crude oil, natural gas, petroleum products, petrochemicals and a variety of specialty products;

and pursuit of lower-emission business opportunities including carbon capture and storage, and lower-emission fuels.

Imperial, with its resource base, financial strength, disciplined investment approach and technology portfolio, is well-positioned to participate in substantial investments to develop new Canadian energy supplies.

The company’s operating segments are Upstream, Downstream, Chemicals, and Corporate and other.

The company’s reportable segments are Upstream, Downstream, Chemicals, and Corporate and other.

The company’s integrated business model generally reduces the company’s risk from changes in commodity prices.

While commodity prices depend on supply and demand and may be volatile on a short-term basis, Imperial’s investment decisions are grounded on fundamentals reflected in its long-term business outlook, and use a disciplined approach in selecting and pursuing the most attractive investment opportunities.

The Corporate Plan is a fundamental annual management process that is the basis for setting operating and capital objectives, in addition to providing the economic assumptions used for investment evaluation purposes.

The foundation for the assumptions supporting the Corporate Plan is ExxonMobil’s Outlook for Energy , and Corporate Plan volume projections are based on individual field production profiles, which are also updated annually.

Price ranges for crude oil, natural gas, including price differentials, refinery and chemical margins, volumes and operating costs including greenhouse gas emissions pricing, and foreign currency exchange rates are based on Corporate Plan assumptions developed annually and are utilized for investment evaluation purposes.

While commodity prices depend on supply and demand and may be volatile on a short-term basis, the company’s investment decisions are grounded on fundamentals reflected in its long-term business outlook, and use a disciplined approach in selecting and pursuing the most attractive investment opportunities.

The annual company plan process establishes the economic assumptions used for evaluating investments and sets operating and capital objectives.

ExxonMobil's Global Outlook (the Outlook), developed annually, is the foundation for the plan assumptions .

Price ranges for crude oil, including price differentials, refinery and chemical margins, volumes, operating costs including greenhouse gas emissions pricing, and foreign currency exchange rates are part of the company plan assumptions developed annually.

Company plan volume projections are based on individual field production profiles, which are also updated at least annually.

Major investment opportunities are evaluated over a range of potential market conditions.

Once the company makes major investments, it completes a reappraisal process to ensure that it learns from the investment decision and incorporates the lessons into future projects.

All major investments are reappraised to ensure we learn from our investment decisions, and the development and execution of the project.

Lessons learned are incorporated into future projects.

The term "project" as used in this report can refer to a variety of different activities and does not necessarily have the same meaning as in any government payment transparency reports.

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Long-term business outlook

The “Long-term business outlook” is based on Exxon Mobil Corporation’s Outlook for Energy (the Outlook), which combined with the near-term pathways, is used to help inform the company’s long-term business strategies and investment plans.

The "Long-term business outlook" is based on Exxon Mobil Corporation’s Global Outlook (the Outlook), which combined with the near-term pathways, is used to help inform the company’s long-term business strategies and investment plans.

The company’s business planning is underpinned by a deep understanding of long-term market fundamentals.

These fundamentals include supply and demand trends, the scale and variety of energy needs worldwide;

These fundamentals include supply and demand trends;

the scale and variety of energy needs worldwide;

capability, practicality and affordability of energy alternatives, including low-carbon solutions;

greenhouse gas emission-reduction technologies;

and supportive government policies.

and relevant government policies.

The Outlook considers these fundamentals to form the basis for the company’s long-term business planning, investment decisions, and research programs.

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The Outlook uses projections and scenarios from reputable third parties such as the International Energy Agency (IEA) and the Intergovernmental Panel on Climate Change (IPCC).

The IEA describes the Net Zero Emissions by 2050 (NZE) as extremely challenging, requiring all stakeholders - governments, businesses, investors, and citizens - to take immediate, unprecedented action.

The IEA acknowledges that society is not currently on the IEA NZE pathway.

Included in the range of these scenarios are:

the IPCC likely below 2°C scenarios and three scenarios from the IEA;

IEA Stated Policies Scenario (STEPS), which reflects a sector-by-sector assessment of current policy in place or announced by governments;

IEA Announced Pledges Scenario (APS), which reflects aspirational government targets met on time and in full;

and IEA Net Zero Emissions by 2050 Scenario (NZE), which the IEA describes as extremely challenging, acknowledging that society is not currently on the IEA NZE pathway.

No single transition pathway can be reasonably predicted, given the wide range of uncertainties.

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Scenarios that employ a full complement of technology options are likely to provide the most economically efficient pathways.

By 2050, the world’s population is projected at around 9.7 billion people, or about 2 billion more than in 2021.

Coincident with this population increase, the Outlook projects worldwide economic growth to average close to 2.5 percent per year, with economic output growing by around 110 percent by 2050 compared to 2021.

Using the company's own experts and third-party sources, the company monitors a variety of signposts that may indicate a potential shift in the energy transition.

For example, the regional pace of the transition could be influenced by the cost of new technologies compared to existing or alternative energy sources.

By 2050, the world’s population is projected to be around 9.7 billion people, or about 2 billion more than in 2021.

Coincident with this population increase, the Outlook projects worldwide economic growth to average approximately 2.5 percent per year, with economic output growing by around 110 percent by 2050 compared to 2021.

As economies and populations grow, and as living standards improve for billions of people, the need for energy is expected to continue to rise.

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Substantial efficiency gains are likely in all key aspects of the world’s economy through 2050, affecting energy requirements for power generation, transportation, industrial applications, and residential and commercial needs.

Under the Outlook, global electricity demand is expected to increase over 75 percent from 2021 to 2050, with developing countries likely to account for about 80 percent of the increase.

Under the Outlook, global electricity demand is expected to increase about 80 percent from 2021 to 2050, with developing countries likely to account for over 75 percent of the increase.

Consistent with this projection, power generation is expected to remain the largest and fastest growing major segment of global primary energy demand, supported by a wide variety of energy sources.

The share of coal-fired generation is expected to decline substantially and approach 15 percent of the world’s electricity in 2050, versus nearly 35 percent in 2021, in part due to policies to improve air quality as well as reduce greenhouse gas emissions to address risks related to climate change.

The share of coal-fired generation is expected to decline substantially to approximately 15 percent of the world’s electricity in 2050, versus approximately 35 percent in 2021, in part due to policies to improve air quality as well as reduce greenhouse gas emissions to address risks related to climate change.

From 2021 to 2050, the amount of electricity supplied using natural gas, nuclear power, and renewables is expected to more than double, accounting for the entire growth in electricity supplies and offsetting the reduction of coal.

Electricity from wind and solar is expected to increase more than 550 percent, helping total renewables (including other sources, e.g., hydropower) to account for over 80 percent of the increase in electricity supplies worldwide through 2050.

Total renewables are expected to reach about 50 percent of global electricity supplies by 2050.

Natural gas and nuclear are expected to be about 20 percent and 10 percent, respectively, of global electricity supplies by 2050.

Supplies of electricity by energy type will reflect significant differences across regions reflecting a wide range of factors including the cost and availability of various energy supplies and policy developments.

Under the Outlook, energy for transportation – including cars, trucks, ships, trains and airplanes – is expected to increase by over 30 percent from 2021 to 2050.

Transportation energy demand is expected to account for around 65 percent of the growth in liquid fuels demand worldwide over this period.

Supplies of electricity by energy type will reflect

significant differences across regions reflecting a wide range of factors, including the cost and availability of various energy supplies and policy developments.

Energy for transportation - including cars, trucks, ships, trains, and airplanes - is expected to increase by over 30 percent from 2021 to 2050.

Transportation energy demand is expected to account for more than 60 percent of the growth in liquid fuels demand worldwide over this period.

Light-duty vehicle demand for liquid fuels is projected to peak by around 2025, and then decline to levels seen in the early-2000s by 2050, as the impact of better fuel economy and significant growth in electric cars, led by China, Europe, and the United States, work to offset growth in the worldwide car fleet of almost 70 percent.

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By 2050, global demand for liquid fuels is projected to grow to approximately 110 million oil-equivalent barrels per day, an increase of about 15 percent from 2021.

The non-OECD share of global liquid fuels demand is expected to increase to nearly 70 percent by 2050, as liquid fuels demand in the OECD is expected to decline by around 20 percent.

The non-OECD share of global liquid fuels demand is expected to increase to nearly 70 percent by 2050, as liquid fuels demand in the OECD is expected to decline by more than 20 percent.

Much of the global liquid fuels demand today is met by crude production from conventional sources;

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At the same time, a variety of emerging supply sources - including tight oil, deepwater, oil sands, natural gas liquids, and biofuels - are expected to grow to help meet rising demand.

The world’s resource base is sufficient to meet projected demand through 2050 as technology advances continue to expand the availability of more economic and lower-carbon supply options.

However, timely investments will remain critical to meeting global needs with reliable and affordable supplies.

Natural gas is a lower-emission, versatile and practical fuel for a wide variety of applications, and it is expected to grow the most of any primary energy type from 2021 to 2050, meeting about 40 percent of global energy demand growth.

Global natural gas demand is expected to rise nearly 25 percent from 2021 to 2050, with around two thirds of that increase coming from the Asia Pacific region.

Timely investments will remain critical to meeting global needs with reliable and affordable supplies.

Natural gas is a lower-emission, versatile and practical fuel for a wide variety of applications.

It is expected to grow the most of any primary energy type from 2021 to 2050, meeting about 40 percent of global energy demand growth.

Global natural gas demand is expected to rise nearly 25 percent from 2021 to 2050, with greater than 75 percent of that increase coming from the Asia Pacific region.

Significant growth in supplies of unconventional gas - the natural gas found in shale and other tight rock formations - will help meet these needs.

In total, about 50 percent of the growth in natural gas supplies is expected to be from unconventional sources.

In total, about 50 percent of the growth in natural gas supplies is expected to come from unconventional sources.

At the same time, conventionally-produced natural gas is likely to remain the cornerstone of global supply, meeting around two-thirds of worldwide demand in 2050.

Liquefied natural gas (LNG) trade will expand significantly, meeting about 50 percent of the increase in global demand growth, with much of this supply expected to help meet rising demand in Asia Pacific.

Liquefied natural gas (LNG) trade will expand significantly, meeting about two thirds of the increase in global demand growth, with much of this supply expected to help meet rising demand in Asia Pacific.

The world’s energy mix is highly diverse and will remain so through 2050.

Oil is expected to remain the largest source of energy with its share remaining close to 30 percent in 2050.

Oil is expected to continue as the largest source of energy with its share remaining close to 30 percent in 2050.

Coal and natural gas are the next largest sources of energy today, with the share of natural gas growing to more than 25 percent by 2050, while the share of coal falls to about half that of natural gas.

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Total energy supplied from wind and solar is expected to increase rapidly, growing over 500 percent from 2021 to 2050, when they are projected to be around 10 percent of the world energy mix.

Decarbonization of industry activities will require a suite of nascent or future lower-carbon technologies and supporting policies.

Lower-emission fuels, hydrogen-based fuels, and carbon capture and storage are three key lower-carbon solutions needed to support a lower-emission future, in addition to wind and solar.

Decarbonization of industrial activities will require a suite of nascent or future lower-carbon technologies and supporting policies.

Lower-emission fuels, hydrogen-based fuels, and carbon capture and storage are three key

lower-carbon solutions needed to support a lower-emission future, in addition to wind and solar.

Along with electrification, lower-emission fuels are expected to play an important role in decarbonization of the transportation sector, particularly in hard-to-decarbonize areas, such as aviation.

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Carbon capture and storage on its own, or in combination with hydrogen production, is among the few proven technologies that could enable CO 2 emission reductions from high-emitting and hard-to-decarbonize sectors such as power generation and heavy industries, including manufacturing, refining, and petrochemicals.

To meet this projected demand under the Outlook and the IEA's Stated Policies Scenario (STEPS), the company anticipates that the world’s available oil and gas resource base will grow, not only from new discoveries, but also from increases in previously discovered fields.

To meet projected demand under the Outlook and the IEA's STEPS, the company anticipates that the world’s available oil and gas resource base will grow, not only from new discoveries, but also from increases in previously discovered fields.

Technology will underpin these increases.

The investments to develop and supply resources to meet global demand through 2050 will be significant, and would be needed to meet even the rapidly declining demand for oil and gas envisioned in the IEA's Net Zero Emissions by 2050 scenario.

The investments to develop and supply resources to meet global demand through 2050 will be significant and would be needed to meet even rapidly declining demand for oil and gas envisioned in aggressive decarbonization scenarios.

International accords and underlying regional and national regulations covering greenhouse gas emissions continue to evolve with uncertain timing and outcome, making it difficult to predict their business impact.

Imperial’s estimates of potential costs related to greenhouse gas emissions align with applicable provincial and federal regulations.

Additionally, Imperial uses the Outlook as a foundation for estimating energy supply and demand requirements from various energy sources and uses, and the Outlook takes into account policies established to reduce energy related greenhouse gas emissions.

The company’s estimates of potential costs related to greenhouse gas emissions align with applicable provincial and federal regulations.

Additionally, the company uses the Outlook as a foundation for estimating energy supply and demand requirements from various energy sources and uses, and the Outlook takes into account policies established to reduce energy related greenhouse gas emissions.

The climate accord reached at the 2015 Conference of the Parties (COP 21) in Paris set many new goals, and many related policies are still emerging.

The Outlook reflects an environment with increasingly stringent climate policies and is consistent with the global aggregation of Nationally Determined Contributions (NDCs), submitted by the nations that are signatories to the Paris Agreement, as available at the end of 2021.

The Outlook reflects an environment with increasingly stringent climate policies and is consistent with the successful achievement of the global aggregation of Nationally Determined Contributions (NDCs), submitted by the nations that are signatories to the Paris Agreement, as available at the end of 2022.

The Outlook assumes success of these NDCs, despite the 2023 United Nations Environment Programme (UNEP) Emissions Gap Report projecting that the G20 members will fall short of their NDCs.

The Outlook seeks to identify potential impacts of climate related government policies, which often target specific sectors.

As people and nations look for ways to reduce risks of global climate change, they will continue to need practical solutions that do not jeopardize the affordability or reliability of the energy they need.

The company continues to monitor the updates to the NDCs that nations provided around COP 27 in Egypt in November 2022 as well as other policy developments in light of net-zero ambitions formulated by some nations, including Canada.

For purposes of the Outlook, a proxy cost on energy-related CO 2 emissions is assumed, based on regional considerations and relative levels of economic development, and by 2050, reaches up to $150 USD per metric ton for OECD nations and up to $100 USD per metric ton for non-OECD nations.

China and other leading non-OECD nations are expected to trail OECD policy initiatives.

Nevertheless, as people and nations look for ways to reduce risks of global climate change, they will continue to need practical solutions that do not jeopardize the affordability or reliability of the energy they need.

The company continues to monitor the updates to the NDCs that nations provided around COP 28 in Dubai in 2023, as well as other policy developments in light of net-zero ambitions formulated by some nations, including Canada.

The information provided in the Outlook includes ExxonMobil's internal estimates and projections based upon internal data and analyses, as well as publicly available information from external sources including the International Energy Agency.

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All practical and economically viable energy sources will need to be pursued to continue meeting global energy demand, recognizing the scale and variety of worldwide energy needs, as well as the importance of expanding access to modern energy to promote better standards of living for billions of people.

Imperial and its industry peers launched the Oil Sands Pathways to Net Zero alliance in 2021, with the goal of working collectively with the federal and Alberta governments to achieve net-zero greenhouse gas emissions from oil sands operations by 2050 to help Canada meet its climate goals.

As part of the company’s efforts to provide solutions that lower the greenhouse gas emissions intensity of its operations and provide lower life-cycle emissions products to customers, Imperial has announced a company-wide goal to achieve net zero emissions (Scope 1 and 2) by 2050 in its operated assets through collaboration with government and industry partners.

Successful technology development and supportive fiscal and regulatory frameworks will be needed to achieve this goal.

This work builds on Imperial’s previously announced net-zero goal for operated oil sands as part of the Pathways Alliance initiative, as well as the company’s emission intensity reduction goal of 30 percent by 2030 for operated oil sands facilities when compared to 2016 levels.

The company and its industry peers launched the Oil Sands Pathways to Net Zero alliance in 2021, with the goal of working collectively with the federal and Alberta governments to achieve net-zero greenhouse gas emissions from oil sands operations by 2050 to help Canada meet its climate goals.

As part of the company’s efforts to provide solutions that lower the greenhouse gas emissions intensity of its operations and provide lower life-cycle emissions products to customers, the company has announced a company-wide goal to achieve net zero emissions (Scope 1 and 2) by 2050 in its operated assets through collaboration with government and industry partners.

Successful technology development and supportive fiscal

and regulatory frameworks will be needed to achieve this goal.

This work builds on the company’s previously announced net-zero goal for operated oil sands as part of the Pathways Alliance initiative, as well as the company’s emission intensity reduction goal of 30 percent by 2030 for operated oil sands facilities when compared to 2016 levels.

The company plans to achieve its net zero goal by applying oil sands recovery technologies that use less steam, implementing carbon capture and storage and implementing efficiency projects including the use of lower carbon fuels at its operations.

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During the COVID-19 pandemic, this decline in investments accelerated as industry revenue collapsed, resulting in underinvestment and supply tightness as demand for petroleum and petrochemical products recovered.

Across late 2021 and the first half of 2022, these reductions, along with supply chain constraints, and a continuation of demand recovery, led to a steady increase in oil and natural gas prices and refining margins.

Demand for petroleum and petrochemical products grew in 2022, with the company's financial results benefiting from stronger prices and margins.

Commodity and product prices are expected to remain volatile given the current global economic uncertainty and geopolitical events affecting supply and demand, including Russia's military action in Ukraine that has impacted global crude oil and gas supply levels and prices.

The general rate of inflation in Canada and many other countries experienced a brief decline in the initial stage of the COVID-19 pandemic, before starting to increase steadily in 2021, due to an imbalance in supply and demand, and continued to increase in 2022.

The underlying factors include, but are not limited to, time cycle of capacity investments, supply chain disruptions, shipping bottlenecks, labour constraints, and side effects from monetary and fiscal expansions.

These reductions, along with supply chain constraints and a continuation of demand recovery, led to a steady increase in oil and natural gas prices and refining margins through 2022.

Energy markets began to normalize in 2023, down from their 2022 highs.

During the first half of 2023, the price of crude oil declined, impacted by higher inventory levels.

In the second half, crude oil prices increased modestly from strong demand, and ongoing actions by OPEC+ oil producers to limit supply.

In addition, the Canadian WTI/WCS spread began to weaken in the fourth quarter, but remained in line with 2022 on an annual basis.

Throughout 2023, strong demand for gasoline and distillate combined with low inventories kept refining margins strong, but short of 2022 levels on an annual basis.

In the fourth quarter, refining margins dropped due to higher inventory and lower seasonal demand.

The general rate of inflation in Canada and across many other major countries peaked in 2022, rising from already elevated levels in 2021, due to additional impacts on energy and other commodities from the Russia-Ukraine conflict.

Inflation moderated in 2023 as major central banks tightened monetary policy aggressively and global GDP growth slowed.

In Canada, it currently remains higher than the Bank of Canada's inflation target.

Meanwhile, there are significant variations across OECD and non-OECD in the pace of change in inflation.

The company closely monitors market trends and works to mitigate both operating and capital cost impacts in all price environments.

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Gain/(loss) on sale of assets — 208 —

Impairments — — (1,171)

Subtotal of identified items 1

208 — (1,171)

Net income (loss) excluding identified items 1

4,889 7,132 2,479

Net income in 2023 was $4,889 million, or $8.49 per share on a diluted basis, compared to $7,340 million, or $11.44 per share in 2022.

Net income in 2022 was $7,340 million, or $11.44 per share on a diluted basis, up from $2,479 million, or $3.48 per share in 2021.

Current year results include favourable identified items 1 of $208 million after tax, related to the company’s gain on the sale of interests in XTO Energy Canada.

Net income in 2021 was $2,479 million, or $3.48 per share on a diluted basis, compared to a net loss of $1,857 million, or $2.53 per share in 2020.

Prior year results include unfavourable identified items 1 of $1,171 million after tax, related to the company’s decision to no longer develop a significant portion of its unconventional portfolio.

1 non-GAAP financial measure - see "Frequently used terms" section on page 43 for definition and reconciliation.

Imperial produces crude oil and natural gas for sale predominantly into North American markets.

Imperial’s Upstream business strategies guide the company’s exploration, development, production, research and gas marketing activities.

Results include favourable identified items 1 of $208 million after tax, related to the company’s gain on the sale of interests in XTO Energy Canada.

1 non-GAAP financial measure - see "Frequently used terms" section for definition and reconciliation.

The company produces crude oil and natural gas for sale predominantly into North American markets.

The company’s Upstream business strategies guide the company’s exploration, development, production, research and gas marketing activities.

These strategies include improving asset reliability, accelerating development and application of high impact technologies, maximizing value by capturing new business opportunities and managing the existing portfolio, as well as pursuing sustainable improvements in organizational efficiency and effectiveness.

These strategies are underpinned by a relentless focus on operations integrity, commitment to innovative technologies, disciplined approach to investing and cost management, development of employees and investment in the communities within which the company operates.

Imperial has a significant oil and gas resource base and a large inventory of potential projects.

The company has a significant oil and gas resource base and a large inventory of potential projects.

The company’s current investment strategy is to invest for value and select volume growth, with focus on optimization within existing assets, cost reduction opportunities and productivity enhancements that aim to deliver robust returns at a wide range of prices.

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Risk factors".

Imperial continually evaluates opportunities, including crude shipments by rail and the pace of the development of its Aspen in-situ oil sands project, as economically justified.

The company continually evaluates opportunities, including crude shipments by rail and the pace of the development of its Aspen in-situ oil sands project, as economically justified.

Prices for most of the company's crude oil sold are referenced to Western Canada Select (WCS) and West Texas Intermediate (WTI) oil markets.

Additionally, the market price for WCS is typically lower than light and medium grades of oil, and price differentials between WCS and WTI can fluctuate.

Imperial believes prices over the long term will be driven by market supply and demand, with the demand side largely being a function of general economic activity, alternative energy sources, levels of prosperity, technology advancements, consumer preference and government policies.

The company believes prices over the long term will be driven by market supply and demand, with the demand side largely being a function of general economic activity, alternative energy sources, levels of prosperity, technology advancements, consumer preference and government policies.

On the supply side, prices may be significantly impacted by political events, logistics constraints, the actions of OPEC, governments, alternative energy sources, and other factors.

To manage the risks associated with price, Imperial tests the resiliency of its annual plans and all major investments across a range of price scenarios.

Upstream assets demonstrated strong performance in 2022.

The company continued to benefit from its actions implemented in prior years to manage the cost structure and improve the reliability of its assets, enabling the Upstream to capture significant value and take advantage of the improving business environment throughout 2022.

To manage the risks associated with price, the company tests the resiliency of its annual plans and all major investments across a range of price scenarios.

Upstream assets demonstrated strong operational performance in 2023.

Upstream full-year production averaged 413,000 gross oil-equivalent barrels per day.

At Kearl, gross production was about 242,000 barrels per day (172,000 barrels Imperial’s share), down 21,000 barrels per day (14,000 barrels Imperial's share) compared to 2021, as a result of extreme cold weather impacts in Q1 2022.

At Kearl, gross production was about 270,000 barrels per day (191,000 barrels Imperial’s share), up 28,000 barrels per day (19,000 barrels Imperial's share) compared to 2022, as a result of improved reliability, plant capacity utilization, and mine equipment productivity.

At Cold Lake, annual production averaged 135,000 gross oil-equivalent barrels per day.

At Syncrude, annual production averaged 77,000 gross oil-equivalent barrels per day, supported by the interconnect pipeline.

On August 31, 2022, jointly with ExxonMobil Canada, Imperial sold its interests in XTO Energy Canada to Whitecap Resources Inc.

At Syncrude, annual production averaged 76,000 gross oil-equivalent barrels per day.

As described in more detail in "Item 1A.

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millions of Canadian dollars

Price – Lower bitumen realizations were primarily driven by lower marker prices.

Average bitumen realizations decreased by $17.25 per barrel, generally in line with WCS, and synthetic crude oil realizations decreased by $19.89 per barrel, generally in line with WTI.

Volumes – Lower volumes were primarily driven by steam cycle timing at Cold Lake, and the absence of XTO Energy Canada production, partially offset by improved reliability, plant capacity utilization, and mine equipment productivity at Kearl.

Royalty – Lower royalties were primarily driven by weakened commodity prices.

Identified Items 1 – Prior year results included favourable identified items 1 related to the company's gain on the sale of interests in XTO Energy Canada.

Other – Includes favourable foreign exchange impacts of about $380 million, and lower operating expenses of about $380 million, primarily due to lower energy prices.

2022 Net income (loss) factor analysis

millions of Canadian dollars

Price – Higher realizations were generally in line with increases in marker prices, driven primarily by increased demand.

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Royalty – Higher royalties primarily driven by improved commodity prices.

Identified items 1 – Current year results include favourable identified items 1 related to the company's gain on the sale of interests in XTO Energy Canada.

Identified items 1 – Results include favourable identified items 1 related to the company's gain on the sale of interests in XTO Energy Canada.

Other – Higher operating expenses of about $500 million, primarily from higher energy prices, partially offset by favourable foreign exchange impacts of about $270 million, and higher electricity sales at Cold Lake of about $60 million due to increased prices.

2021 Net income (loss) factor analysis

millions of Canadian dollars

Price – Higher realizations were primarily driven by average bitumen realizations increasing by $32.22 per barrel generally in line with WCS, and synthetic crude oil realizations increasing by $31.85 per barrel generally in line with WTI.

Volumes – Higher volumes primarily driven by the absence of production balancing with market demands that occurred in 2020 increased net income by about $550 million.

Royalty – Higher royalties primarily driven by higher commodity prices.

Identified items 1 – Prior year results included unfavourable identified items 1 of $1,171 million related to the company's decision to no longer develop a significant portion of its unconventional portfolio.

Other – Higher operating expenses of about $720 million, unfavourable foreign exchange impacts of about $230 million and lower Canada Emergency Wage Subsidy received by the company compared to prior year of about $60 million, which includes Imperial's proportionate share of a joint venture.

1 non-GAAP financial measure - see "Frequently used terms" section on page 43 for definition and reconciliation.

1 non-GAAP financial measure - see "Frequently used terms" section for definition and reconciliation.

Marker prices and average realizations

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(g) Includes sales of the company’s share of net production and excludes amounts used for internal consumption.

Lower production at Kearl was primarily a result of downtime in the first half of the year.

Higher production at Kearl was primarily driven by the absence of prior year production balancing with market

Imperial’s Downstream serves predominantly Canadian markets with refining, trading, logistics and marketing activities.

Imperial’s Downstream business strategies competitively position the company across a range of market conditions.

These strategies include targeting industry-leading performance in reliability, safety and operations integrity, as well as maximizing value from advanced technologies, capitalizing on integration across Imperial’s businesses, selectively investing for resilient and advantaged returns, operating efficiently and effectively, and providing quality, valued and differentiated products and services to customers.

Imperial owns and operates three refineries in Canada with aggregate distillation capacity of 433,000 barrels per day.

Higher bitumen production was mainly attributable to Kearl, and primarily driven by improved reliability, plant capacity utilization, and mine equipment productivity.

Lower bitumen production was mainly attributable to Kearl, and primarily a result of downtime in the first half of the year.

The company’s Downstream serves predominantly Canadian markets with refining, trading, logistics and marketing activities.

The company's Downstream business strategies competitively position the company across a range of market conditions.

These strategies include targeting industry-leading performance in reliability, safety and operations integrity, as well as maximizing value from advanced technologies, capitalizing on integration across the company’s businesses, selectively investing for resilient and advantaged returns, operating efficiently and effectively, and providing quality, valued and differentiated products and services to customers.

The company owns and operates three refineries in Canada with aggregate distillation capacity of 433,000 barrels per day.

Refining margins are largely driven by differences in commodity prices and are a function of the difference between what a refinery pays for its raw materials (primarily crude oil) and the market prices for the range of products produced (primarily gasoline, heating oil, diesel oil, jet fuel, fuel oil and asphalt).

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While industry refining margins significantly impact earnings, strong operations performance, product mix optimization, and disciplined cost control are also critical to the company's strong financial performance.

Imperial's integration across the value chain, from refining to marketing, enhances overall value across the fuels business.

Refining margins increased sharply in 2022 in the face of strengthening demand, low inventory levels, and supply uncertainty.

While refining margins are anticipated to remain volatile in the near term, the company continues to closely monitor industry and global economic conditions.

The company progressed the Strathcona renewable diesel project in 2022, culminating in a final investment decision in January 2023 to construct the largest such facility in Canada, designed to produce more than one billion litres of renewable diesel annually.

The company's integration across the value chain, from refining to marketing, enhances overall value across the fuels business.

Refining margins remained strong in 2023, driven by strong demand for gasoline and distillate due to relatively low inventory levels, but short of 2022 levels on an annual basis.

The company continues to closely monitor industry and global economic conditions.

In January 2023, the company fully funded the Strathcona renewable diesel project, the largest such facility in Canada, located at Strathcona refinery.

The facility will use low-carbon hydrogen, locally sourced and grown feedstocks and the company's own proprietary catalyst to produce more than one billion litres of renewable diesel annually, and could help reduce greenhouse gas emissions.

Facility construction commenced during the year, and the project remains on-plan with renewable diesel production expected to begin in 2025.

As described in more detail in "Item 1A.

Risk factors", proposed carbon policy and other climate related regulations, as well as continued biofuels mandates, could have negative impacts on the Downstream business.

Imperial supplies petroleum products through Esso and Mobil-branded sites and independent marketers.

At the end of 2022, there were about 2,400 sites operating under a branded wholesaler model, in alignment with Esso and Mobil brand standards, whereby Imperial supplies fuel to independent third parties.

The company supplies petroleum products through Esso and Mobil-branded sites and independent marketers.

At the end of 2023, there were about 2,500 sites operating under a branded wholesaler model, in alignment with Esso and Mobil brand standards, whereby the company supplies fuel to independent third parties.

Results of operations

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millions of Canadian dollars

Margins – Higher margins primarily reflect improved market conditions.

Other – Lower turnaround impacts of about $140 million, reflecting the absence of turnaround activities at Strathcona refinery, improved volumes of about $130 million, favourable foreign exchange impacts of about $120 million, and absence of the prior year unfavourable out-of-period inventory adjustment of $74 million, partially offset by higher operating expenses of about $190 million.

Margins – Lower margins primarily reflect weaker market conditions.

Other – Higher turnaround impacts of about $340 million, associated with the planned turnaround activities at the Strathcona and Sarnia refineries, partially offset by favourable foreign exchange impacts of about $210 million, improved volumes of about $50 million, and lower operating expenses of about $50 million, primarily due to lower energy prices.

2022 Net income (loss) factor analysis

millions of Canadian dollars

Margins – Higher margins reflect improved product demand.

Other – Unfavourable foreign exchange impacts of about $150 million and an unfavourable inventory adjustment of $74 million 1 , partially offset by lower operating expenses of about $50 million.

Margins – Higher margins primarily reflect improved market conditions.

Refinery utilization

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(b) Refinery throughput is the volume of crude oil and feedstocks that is processed in the refinery atmospheric distillation units.

(c) Rated capacities are based on definite specifications as to types of crude oil and feedstocks that are processed in the refinery atmospheric distillation units, the products to be obtained and the refinery process, adjusted to include an estimated allowance for normal maintenance shutdowns.

Accordingly, actual capacities may be higher or lower than rated capacities due to changes in refinery operation and the type of crude oil available for processing.

(c) Refining capacity data is based on 100 percent of rated refinery process unit stream-day capacities to process inputs to atmospheric distillation units under normal operating conditions, less the impact of shutdowns for regular repair and maintenance activities, averaged over an extended period of time.

Lower refinery throughput in 2023 reflects the impact of planned turnaround activities at Strathcona and Sarnia refineries.

Improved refinery throughput in 2022 was primarily driven by increased demand and reduced turnaround activity.

Improved refinery throughput in 2021 primarily reflects reduced impacts associated with the COVID-19 pandemic, partially offset by a planned turnaround at Strathcona.

Petroleum product sales

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(a) Volume per day metrics are calculated by dividing the volume for the period by the number of calendar days in the period.

Lower petroleum product sales in 2023 were primarily driven by lower wholesale customer volume.

Improved petroleum product sales in 2022 primarily reflects increased demand.

Improved petroleum product sales in 2021 primarily reflects reduced impacts associated with the COVID-19 pandemic.

1 In 2021, the company recorded an unfavourable $74 million ($82 million, before tax) inventory adjustment (including the proportionate share of LIFO changes) related to reconciliations of additives and products inventory at equity and third-party terminals.

The out-of-period impact of $57 million ($63 million, before tax) occurred over a number of years, and has been resolved.

North America continued to benefit from abundant supplies of natural gas and gas liquids, providing both low cost energy and feedstock for steam crackers.

In 2022, margins were adversely impacted by increased domestic supply of polyethylene.

Imperial maintains a competitive advantage through continued operational excellence, consistent product quality, investment and cost discipline, and integration of its chemical plant in Sarnia with the refinery.

In 2023, margins were adversely impacted by increased supply of polyethylene.

Sales volumes decreased primarily due to planned maintenance activities.

The company maintains a competitive advantage through continued operational excellence, consistent product quality, investment and cost discipline, and integration of its chemical plant in Sarnia with the refinery.

The company also benefits from its relationship with ExxonMobil’s North American chemical businesses, enabling Imperial to maintain a leadership position in its key market segments.

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millions of Canadian dollars

Margins – Lower margins primarily reflect weaker industry polyethylene margins.

2022 Net income (loss) factor analysis

millions of Canadian dollars

Margins – Improved margins were primarily due to stronger industry polyethylene margins.

Margins – Lower margins primarily reflect weaker industry polyethylene margins.

thousands of tonnes 2023 2022 2021

Polymers and basic chemicals 635 599 574

Intermediates 207 232 175

Total petrochemical sales 820 842 831

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The company’s financial strength enables it to make large, long-term capital expenditures.

Imperial’s portfolio of development opportunities and the complementary nature of its business segments help mitigate the overall risks for the company and its cash flows.

The company’s portfolio of development opportunities and the complementary nature of its business segments help mitigate the overall risks for the company and its cash flows.

Further, due to its financial strength, debt capacity and portfolio of opportunities, the risk associated with delay of any single project would not have a significant impact on the company’s liquidity or ability to generate sufficient cash flows for its operations and fixed commitments.

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The most recent valuation of the company’s registered retirement plans was completed as at December 31, 2022.

A valuation of the company’s registered retirement plans as at December 31, 2022 is expected to be completed in 2023.

The company contributed $148 million to the registered retirement plans in 2023.

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millions of Canadian dollars 2023 2022 2021

Cash provided by (used in)

Cash flows from (used in):

Operating activities 3,734 10,482 5,476

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864 3,749 2,153

Cash flow from operating activities

Cash flows from operating activities

Cash flows from operating activities primarily reflect unfavourable working capital impacts, including an income tax catch-up payment of $2.1 billion, as well as lower Upstream realizations and Downstream margins.

Cash flow generated from operating activities primarily reflects higher Upstream realizations, improved Downstream margins, and favourable working capital impacts.

Cash flow generated from operating activities primarily reflects higher Upstream realizations and stronger Downstream margins.

Cash flow used in investing activities

Cash flows used in investing activities

Cash flows used in investing activities primarily reflect the absence of proceeds from the sale of interests in XTO Energy Canada, and higher additions to property, plant and equipment.

Cash flow used in investing activities primarily reflects higher additions to property, plant and equipment, which were partially offset by proceeds from the sale of interests in XTO Energy Canada.

Cash flow used in investing activities primarily reflects higher additions to property, plant and equipment.

Cash flow used in financing activities

Cash flows used in financing activities

At the end of 2023, total debt outstanding was $4,132 million, compared with $4,155 million at the end of 2022.

During the fourth quarter of 2023, the company extended the maturity dates of its two existing $250 million committed lines of credit to November 2024 and November 2025, respectively.

The company has not drawn on any of its outstanding $500 million of available credit facilities.

At the end of 2022, total debt outstanding was $4,155 million, compared with $5,176 million at the end of 2021.

During the third quarter of 2022, the company decreased its long-term debt by $1 billion by partially repaying an existing facility with an affiliated company of ExxonMobil.

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The company has not drawn on any of its outstanding $500 million of available credit facilities.

At the end of 2021, total debt outstanding was $5,176 million, compared with $5,184 million at the end of 2020.

During the second quarter of 2021, the company extended the maturity date of two of its short-term lines of credit, totalling $750 million, to May 2023, these facilities are now long-term.

The company also extended its $300 million committed short-term line of credit to June 2022.

In November 2021, the company extended the maturity date of an existing $250 million committed short-term line of credit to November 2022.

The company has not drawn on these facilities.

Share repurchases

millions of Canadian dollars, unless noted 2023 2022 2021

Share repurchases 6,395 2,245 274

Share repurchases (a)

3,800 6,395 2,245

Number of shares purchased (millions) (a)

48.3 93.9 56.0

(a) Share repurchases were made under the company’s normal course issuer bid program, and substantial issuer bids that commenced on May 6, 2022 and November 4, 2022, and expired on June 10, 2022 and December 9, 2022, respectively.

(a) Share repurchases were made under the company's normal course issuer bid program for the periods disclosed.

Substantial issuer bids were undertaken and commenced on May 6, 2022 (expired on June 10, 2022), November 4, 2022 (expired on December 9, 2022), and November 3, 2023 (expired on December 8, 2023).

Includes shares purchased from Exxon Mobil Corporation concurrent with, but outside of, the normal course issuer bid, and by way of a proportionate tender under the company's substantial issuer bids.

On June 27, 2023, the company announced that it had received final approval from the Toronto Stock Exchange for a new normal course issuer bid to continue its then existing share purchase program.

The program enabled the company to purchase up to a maximum of 29,207,635 common shares during the period June 29, 2023 to June 28, 2024.

The program completed on October 19, 2023 as a result of the company purchasing the maximum allowable number of shares under the program.

On November 3, 2023, 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.

The substantial issuer bid was completed on December 13, 2023, with the company taking up and paying for 19,108,280 common shares at a price of $78.50 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 30, 2023.

This included 13,299,349 shares purchased from Exxon Mobil Corporation by way of a proportionate tender to maintain its ownership percentage at approximately 69.6 percent.

On June 27, 2022, the company announced that it had received final approval from the Toronto Stock Exchange for a new normal course issuer bid.

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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.

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.

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.

On April 30, 2021, the company announced an amendment to its normal course issuer bid to increase the number of common shares that were available to be purchased.

Under the amendment, the number of common shares available for purchase increased to a maximum of 29,363,070 common shares during the period June 29, 2020 to June 28, 2021.

In 2021, the company purchased 29,356,095 shares under this amended program.

On June 23, 2021, the company announced that it received final approval from the Toronto Stock Exchange for a new normal course issuer bid to continue its existing share purchase program.

The program enabled the company to purchase up to a maximum of 35,583,671 common shares during the period June 29, 2021 to June 28, 2022.

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.

millions of Canadian dollars, unless noted 2023 2022 2021

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Financial strength

The table below shows Imperial’s consolidated debt-to-capital ratio.

The table below shows the company’s consolidated debt-to-capital ratio.

The data demonstrates the company’s creditworthiness:

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Debt to capital (a)

(a) Debt, defined as the sum of “Notes and loans payable” and “Long-term debt” (page 76 ), divided by capital, defined as the sum of debt and “Total shareholders’ equity” (page 76 ).

(a) Debt, defined as the sum of “Notes and loans payable” and “Long-term debt” on the Consolidated balance sheet, divided by capital, defined as the sum of debt and “Total shareholders’ equity” on the Consolidated balance sheet.

Debt-related interest incurred in 2023, before capitalization of interest, was $203 million, up from $111 million in 2022.

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Further information on this topic can be found in notes 4, 5, 13 and 14 to the consolidated financial statements.

Other long-term purchase agreements are commitments that are non-cancelable, or cancelable only under certain conditions, as well as long-term commitments, other than unconditional purchase obligations.

Other long-term purchase agreements are commitments that are non-cancellable, or cancellable only under certain conditions, as well as long-term commitments, other than unconditional purchase obligations.

They include primarily transportation services agreements, raw material supply and community benefits agreements.

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Litigation and other contingencies

As discussed in note 9 to the consolidated financial statements on page 97 , a variety of claims have been made against Imperial and its subsidiaries.

As discuss ed in note 9 to t he consolidated financial statements, a variety of claims have been made against Imperial and its subsidiaries.

Based on a consideration of all relevant facts and circumstances, the company does not believe the ultimate outcome of any currently pending lawsuits against the company will have a material adverse effect on the company’s operations, financial condition, or financial statements taken as a whole.

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Capital and exploration expenditures exclude the purchase of carbon emission credits.

While Imperial’s management is responsible for all investments and elements of net income, particular focus is placed on managing the controllable aspects of this group of expenditures.

While the company’s management is responsible for all investments and elements of net income, particular focus is placed on managing the controllable aspects of this group of expenditures.

millions of Canadian dollars 2023 2022

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(a) Exploration expenses included.

For the Upstream segment, capital and exploration expenditures were primarily related to sustaining activity in support of the company’s in-situ and oil sands assets.

For the Downstream segment, capital expenditures were primarily for enhancing the company’s distribution network as well as refinery projects to improve environmental performance, reliability, feedstock flexibility, and energy efficiency.

For the Upstream segment, capital and exploration expenditures were primarily related to sustaining activity in support of the company’s oil sands and in-situ assets.

For the Downstream segment, capital expenditures were primarily for progressing the Strathcona renewable diesel facility as well as other refinery and distribution projects to improve environmental performance, reliability, and energy efficiency.

Total capital and exploration expenditures are expected to be approximately $1.7 billion in 2024.

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The impacts of these price fluctuations on earnings from Upstream, Downstream and Chemical operations have varied.

Imperial’s earnings are influenced by North American crude oil benchmark prices as well as changes in the differentials between these benchmarks and western Canadian prices for light and heavy crude oil.

Imperial’s integrated business model reduces the company’s risk from changes in commodity prices.

For instance, when differentials between North American crude benchmarks and western Canadian prices widen, Imperial is able to mitigate the impact of widening differentials on the Upstream through integration with Downstream investments in refineries, pipeline commitments and the Edmonton rail terminal.

The company’s earnings are influenced by North American crude oil benchmark prices as well as changes in the differentials between these benchmarks and western Canadian prices for light and heavy crude oil.

The company’s integrated business model reduces its risk from changes in commodity prices.

For instance, when differentials between North American crude benchmarks and western Canadian prices widen, the company is able to mitigate the impact of widening differentials on the Upstream through integration with Downstream investments in refineries, pipeline commitments and the Edmonton rail terminal.

In the competitive downstream and chemical environments, earnings are primarily determined by margin capture rather than absolute price levels on products sold.

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Industry crude oil commodity prices and petroleum and chemical product prices are commonly benchmarked in U.S.

The majority of Imperial’s sales and purchases are related to these industry U.S.

The majority of the company’s sales and purchases are related to these industry U.S.

dollar benchmarks.

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dollar exchange rate fluctuates, the company’s earnings will be affected.

Imperial is exposed to changes in interest rates, primarily on its debt which carries floating interest rates.

The impact of a quarter percent change in interest rates affecting Imperial’s debt would not be material to earnings or cash flow.

Imperial has access to significant sources of long-term and short-term liquidity.

The company is exposed to changes in interest rates, primarily on its debt which carries floating interest rates.

The impact of a quarter percent change in interest rates affecting the company’s debt would not be material to earnings or cash flow.

The company has access to significant sources of long-term and short-term liquidity.

Internally generated funds are expected to cover the majority of financial requirements, supplemented by long-term and short-term debt as needed.

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Credit risk associated with the company’s derivative position is mitigated by several factors, including the use of derivative clearing exchanges and the quality of and financial limits placed on derivative counterparties.

No material market or credit risks to the company’s financial position, results of operations or liquidity exist as a result of the derivatives described in note 6 on page 94 .

No material market or credit risks to the company’s financial position, results of operations or liquidity exist as a result of the derivatives described in n ote 6 .

The company maintains a system of controls that includes the authorization, reporting and monitoring of derivative activity.

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and pursuit of lower-emission business opportunities, including carbon capture and storage, hydrogen and lower-emission fuels.

Imperial does not use financing structures for the purpose of altering accounting outcomes or removing debt from the balance sheet.

The company’s significant accounting policies are summarized in note 1 to the consolidated financial statements on page 79 .

The company does not use financing structures for the purpose of altering accounting outcomes or removing debt from the balance sheet.

The company’s significant accounting policies are summarized in note 1 to th e consolidated financial statements.

Oil and natural gas reserves

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Revisions can also result from significant changes in either development strategy or production equipment and facility capacity.

In 2020, downward revisions of proved bitumen reserves were a result of low prices.

The 2.2 billion barrels of bitumen at Kearl and 0.6 billion barrels of bitumen at Cold Lake no longer qualified as proved reserves under the SEC definition of proved reserves.

Downward revisions to proved synthetic crude oil reserves were a result of lower prices, offset by the addition of proved undeveloped reserves associated with future development at Syncrude.

Changes to the liquids and natural gas proved reserves were the result of updated development plans at the Montney and Duvernay unconventional assets and the divestment of conventional properties.

In 2021, upward revisions of proved bitumen reserves were a result of improved prices.

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Changes to the liquids and natural gas proved reserves were primarily a result of the sale of the company’s interest in the Montney and Duvernay unconventional assets.

Under the terms of certain contractual arrangements or government royalty regimes, lower prices can also increase proved reserves attributable to Imperial.

In 2023, upward revisions of proved bitumen of 0.1 billion barrels were driven by lower royalty obligations associated with lower pricing and minor technical revisions at Cold Lake and Kearl.

A slight increase in proved reserves for synthetic crude oil is associated with lower royalty obligations associated with pricing.

Conventional proved liquids reserves decreased to zero under existing pricing and operating conditions.

Under the terms of certain contractual arrangements or government royalty regimes, lower prices can also increase proved reserves attributable to the company.

The company’s operating decisions and its outlook for future production volumes are not impacted by proved reserves as disclosed under the SEC definition.

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To the extent that proved reserves for a property are substantially de-booked and that property continues to produce such that the resulting depreciation charge does not result in an equitable allocation of cost over the expected life, assets will be depreciated using a unit-of-production method based on reserves determined at the most recent SEC price which results in a more meaningful quantity of proved reserves, appropriately adjusted for production and technical changes.

This approach was applied in 2021, with the corresponding effect on depreciation expense being immaterial compared to prior periods.

For 2022 and 2023, all properties have sufficient reserves at current SEC prices which will enable equitable allocation of cost over the economic lives of the Upstream assets.

Impact of oil and gas reserves and prices and margins on testing for impairment

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Other events or changes in circumstances, including indicators outlined in ASC 360 can be indicators of potential impairment as well.

In general, Imperial does not view temporarily low prices or margins as an indication of impairment.

In general, the company does not view temporarily low prices or margins as an indication of impairment.

Management believes that prices over the long term must be sufficient to generate investments in energy supply to meet global demand.

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In assessing whether events or changes in circumstances indicate the carrying value of an asset may not be recoverable, the company considers recent periods of operating losses in the context of its longer-term view of prices and margins.

Outlook for Energy and cash flow assessment

Global Outlook and cash flow assessment

The annual planning and budgeting process, known as the company plan, is the mechanism by which resources (capital, operating expenses and people) are allocated across the company.

The foundation for the energy supply and demand assumptions supporting the company plan begins with the Outlook, which contains demand and supply projections based on its assessment of current trends in technology, government policies, consumer preferences, geopolitics, economic development, and other factors.

The foundation for the energy supply and demand assumptions supporting the company plan begins with Exxon Mobil Corporation's Global Outlook (the Outlook), which contains demand and supply projections based on its assessment of current trends in technology, government policies, consumer preferences, geopolitics, economic development, and other factors.

Reflective of the existing global policy environment, the Outlook does not attempt to project the degree of required future policy and technology advancement and deployment for the world or the company, to meet net zero by 2050.

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The greenhouse gas emission prices reflect existing or anticipated policy actions of applicable provincial and federal governments.

While third-party scenarios, such as the International Energy Agency Net Zero Emissions by 2050 , may be used to test the resiliency of company’s businesses or strategies, they are not used as a basis for developing future cash flows for impairment assessments.

While third-party scenarios may be used to test the resiliency of company’s businesses or strategies, they are not used as a basis for developing future cash flows for impairment assessments.

Fair value of impaired assets

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Recent impairments

In 2020, the company announced its decision to not further develop a significant portion of its unconventional portfolio in Alberta, resulting in a non-cash, after-tax impairment charge of $1,171 million in the company’s 2020 Upstream results.

Factors which could put further assets at risk of impairment in the future include reductions in the company’s price or margin outlooks, changes in the allocation of capital or development plans, reduced long-term demand for the company’s products and operating cost increases which exceed the pace of efficiencies or the pace of oil and natural gas price increases or margins.

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Similarly, a reduction of 1 percent in the long-term rate of return on plan assets would increase the annual pension expense by approximately $75 million before tax.

At Imperial, differences between actual returns on plan assets and the long-term expected returns are not recorded in pension expense in the year the differences occur.

At the company, differences between actual returns on plan assets and the long-term expected returns are not recorded in pension expense in the year the differences occur.

Such differences are deferred, along with other actuarial gains and losses, and are amortized into pension expense over the expected average remaining service life of employees.

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and inflation rates.

On page 93 , note 5 to the consolidated financial statements provides a three-year continuity table detailing the changes in asset retirement obligations.

Note 5 to the consolidated financial statements provides a three-year continuity table detailing the changes in asset retirement obligations.

Suspended exploratory well costs

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Assessing whether the company is making sufficient progress on a project requires careful consideration of the facts and circumstances.

The facts and circumstances that support continued capitalization of suspended wells at year-end are disclosed in note 15 to the consolidated financial statements on page 104 .

The facts and circumstances that support continued capitalization of suspended wells at year-end are disclosed in note 15 to the consolidated financial statements.

Tax contingencies

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The Impact of Proved Oil and Natural Gas Reserves on Upstream Property, Plant and Equipment, Net

As described in Notes 1 and 2 to the consolidated financial statements, the Company’s upstream property, plant and equipment (PP&E), net balance was $26,949 million as of December 31, 2022, and the related depreciation and depletion expense for the year ended December 31, 2022 was $1,673 million.

The Impact of Proved Developed Oil and Natural Gas Reserves on Upstream Property, Plant and Equipment, Net

As described in Notes 1 and 2 to the consolidated financial statements, the Company’s consolidated upstream property, plant and equipment (PP&E), net balance was $26,840 million as of December 31, 2023, and the related depreciation and depletion expense for the year ended December 31, 2023 was $1,680 million.

Management uses the successful efforts method to account for its exploration and production activities.

3 unchanged sentences

As further disclosed by management, reserves changes are made within a well established, disciplined process driven by qualified geoscience and engineering professionals, assisted by the reserves management group (together, management’s specialists).

The principal considerations for our determination that performing procedures relating to the impact of proved oil and natural gas reserves on upstream PP&E, net is a critical audit matter are (i) the significant judgment by management, including the use of management’s specialists, when developing the estimates of proved oil and natural gas reserve volumes, as the reserve volumes are based on engineering assumptions and methods, which in turn led to (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating the audit evidence related to the data, methods, and assumptions used by management and its specialists in developing the estimates of proved oil and natural gas reserve volumes.

The principal considerations for our determination that performing procedures relating to the impact of proved developed oil and natural gas reserves on upstream PP&E, net is a critical audit matter are (i) the significant judgment by management, including the use of management’s specialists, when developing the estimates of proved developed oil and natural gas reserve volumes, and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating the audit evidence related to the data, methods, and assumptions used by management and its specialists in developing the estimates of proved developed oil and natural gas reserve volumes.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s estimates of proved oil and natural gas reserve volumes.

The work of management’s specialists was used in performing the procedures to evaluate the reasonableness of estimates of proved oil and natural gas reserve volumes.

These procedures included testing the effectiveness of controls relating to management's estimates of proved developed oil and natural gas reserve volumes.

The work of management's specialists was used in performing the procedures to evaluate the reasonableness of the proved developed oil and natural gas reserve volumes.

As a basis for using this work, management's specialists' qualifications were understood and the Company's relationship with management's specialists was assessed.

The procedures performed also included evaluation of the methods and assumptions used by management’s specialists, tests of the data used by management’s specialists, and an evaluation of management’s specialists’ findings.

The procedures performed, also included i) evaluating the methods and assumptions used by management's specialists, ii) testing the completeness and accuracy of the data used by management's specialists related to historical production volumes, and iii) evaluating management's specialists' findings related to estimated future production volumes by comparing the estimate to relevant historical and current period information, as applicable.

/s/PricewaterhouseCoopers LLP

6 unchanged sentences

For the years ended December 31

2023 2022 2021

Revenues and other income

5 unchanged sentences

32,399 37,742 23,174

Production and manufacturing (c) (note 11)

Production and manufacturing (c)

6,879 7,404 6,316

1 unchanged sentence

Federal excise tax and fuel charge 2,402 2,179 1,928

Depreciation and depletion (includes impairments) (note 2, 11)

Depreciation and depletion

1,907 1,897 1,977

22 unchanged sentences

For the years ended December 31

2023 2022 2021

Net income (loss) 4,889 7,340 2,479

37 unchanged sentences

Total liabilities and shareholders’ equity 41,199 43,524

(a) Accounts receivable - net included net amounts receivable from related parties of $ 1,108 million (2021 – $ 1,031 million), (note 16).

(b) Investments and long-term receivables included amounts from related parties of $ 288 million (2021 – $ 298 million), (note 16).

(d) Number of common shares authorized and outstanding were 1,100 million and 584 million, respectively (2021 – 1,100 million and 678 million, respectively), (note 10).

(a) Accounts receivable - net included net amounts receivable from related parties (note 16).

(b) Investments and long-term receivables included amounts from related parties (note 16).

(d) Number of common shares authorized (millions) (note 10).

Number of common shares outstanding (millions) (note 10).

The information in the notes to consolidated financial statements is an integral part of these statements.

8 unchanged sentences

At December 31

2023 2022 2021

Common shares at stated value (note 10)

7 unchanged sentences

Dividends declared ( 1,115 ) ( 932 ) ( 729 )

Cumulative effect of accounting change — — ( 2 )

At end of year 21,907 21,846 21,660

8 unchanged sentences

For the years ended December 31

2023 2022 2021

Operating activities

1 unchanged sentence

Adjustments for non-cash items:

Depreciation and depletion (includes impairments) (note 2)

Depreciation and depletion

1,907 1,897 1,977

Impairment of intangible assets (note 11)

(Gain) loss on asset sales (note 8, 18)

25 unchanged sentences

Cash flows from (used in) financing activities ( 4,925 ) ( 8,268 ) ( 3,082 )

Increase (decrease) in cash 1,596 1,382 ( 947 )

Increase (decrease) in cash and cash equivalents ( 2,885 ) 1,596 1,382

Cash and cash equivalents at beginning of year 3,749 2,153 771

14 unchanged sentences

manufacture, trade, transport and sale of crude oil, natural gas, petroleum products, petrochemicals and a variety of specialty products;

and pursuit of lower-emission business opportunities including carbon capture and storage, hydrogen and lower-emission fuels.

and pursuit of lower-emission business opportunities including carbon capture and storage, and lower-emission fuels.

The consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (U.S.

10 unchanged sentences

The consolidated financial statements also include the company’s share of the undivided interest in certain upstream assets, liabilities, revenues and expenses, including its 70.96 percent interest in the Kearl joint venture and its 25 percent interest in the Syncrude joint venture.

Imperial generally sells crude oil, natural gas and petroleum and chemical products under short-term agreements at prevailing market prices.

The company generally sells crude oil, natural gas and petroleum and chemical products under short-term agreements at prevailing market prices.

In some cases, products may be sold under long-term agreements, with periodic price adjustments to reflect market conditions.

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Derivative instruments

Imperial may use derivative instruments for trading purposes and to offset exposures associated with commodity prices, currency exchange rates and interest rates that arise from existing assets, liabilities, firm commitments and forecasted transactions.

The company may use derivative instruments for trading purposes and to offset exposures associated with commodity prices, currency exchange rates and interest rates that arise from existing assets, liabilities, firm commitments and forecasted transactions.

All derivative instruments, except those designated as normal purchase and normal sale, are recorded at fair value.

11 unchanged sentences

LIFO was selected over the alternative first-in, first-out and average cost methods because it provides a better matching of current costs with the revenues generated in the period.

Inventory costs include expenditures and other charges (including depreciation), directly or indirectly incurred in bringing the inventory to its existing condition and location.

Inventory costs include expenditures and other charges (including depreciation), directly and indirectly incurred in bringing the inventory to its existing condition and location.

Selling and general expenses are reported as period costs and excluded from inventory costs.

1 unchanged sentence

The company’s interests in the underlying net assets of affiliates it does not control, but over which it exercises significant influence, are accounted for using the equity method.

They are recorded at the original cost of the investment plus Imperial’s share of earnings since the investment was made, less dividends received.

Imperial’s share of the after-tax earnings of these investments is included in “Investment and other income” in the Consolidated statement of income.

They are recorded at the original cost of the investment plus the company’s share of earnings since the investment was made, less dividends received.

The company’s share of the after-tax earnings of these investments is included in “Investment and other income” in the Consolidated statement of income.

Investments in equity securities, other than consolidated subsidiaries and equity method investments, are measured at fair value, with changes in the fair value recognized in net income.

4 unchanged sentences

Other parties who also have an equity interest in these investments share in the risks and rewards according to their percentage of ownership.

Imperial does not invest in these investments in order to remove liabilities from its balance sheet.

The company does not invest in these investments in order to remove liabilities from its balance sheet.

Property, plant and equipment

Imperial uses the “successful efforts” method to account for its exploration and production activities.

The company uses the "successful efforts" method to account for its exploration and production activities.

Under this method, costs are accumulated on a field-by-field basis.

23 unchanged sentences

This approach was applied in 2021, with the corresponding effect on depreciation expense being immaterial compared to prior periods.

For 2022 and 2023, all properties have sufficient reserves at current SEC prices which will enable equitable allocation of cost over the economic lives of the Upstream assets.

Investments in refinery and chemical process manufacturing equipment are generally depreciated on a straight-line basis over a 25 -year life.

16 unchanged sentences

Other events or changes in circumstances, including indicators outlined in ASC 360 can be indicators of potential impairment as well.

In general, Imperial does not view temporarily low prices or margins as an indication of impairment.

In general, the company does not view temporarily low prices or margins as an indication of impairment.

Management believes that prices over the long term must be sufficient to generate investments in energy supply to meet global demand.

10 unchanged sentences

The company believes the standardized measure does not provide a reliable estimate of the expected future cash flows to be obtained from the development and production of its oil and gas properties or of the value of its oil and gas reserves and therefore does not consider it relevant in determining whether events or changes in circumstances indicate the need for an impairment assessment.

Outlook for Energy and cash flow assessment

Global Outlook and cash flow assessment

The annual planning and budgeting process, known as the company plan, is the mechanism by which resources (capital, operating expenses and people) are allocated across the company.

The foundation for the energy supply and demand assumptions supporting the company plan begins with Exxon Mobil Corporation’s Outlook for Energy (the Outlook), which contains demand and supply projections based on its assessment of current trends in technology, government policies, consumer preferences, geopolitics, economic development, and other factors.

Reflective of the existing global policy environment, the Outlook does not project the degree of required future policy and technology advancement and deployment for the world or the company, to meet net zero by 2050.

The foundation for the energy supply and demand assumptions supporting the company plan begins with Exxon Mobil Corporation’s Global Outlook (the Outlook), which contains demand and supply projections based on its assessment of current trends in technology, government policies, consumer preferences, geopolitics, economic development, and other factors.

As future policies and technology advancements emerge, they will be incorporated into the Outlook, and consequently, the company’s business plans will be updated accordingly.

29 unchanged sentences

However, these sites generally have indeterminate lives based on plans for continued operations, and as such, the fair value of the conditional legal obligations cannot be measured, since it is impossible to estimate the future settlement dates of such obligations.

On page 93 , note 5 to the consolidated financial statements provides a three-year continuity table detailing the changes in asset retirement obligations.

Note 5 to the consolidated financial statements provides a three-year continuity table detailing the changes in asset retirement obligations.

The company accrues environmental liabilities when it is probable that obligations have been incurred and the amount can be reasonably estimated.

5 unchanged sentences

Business segments

The company operates its business in Canada.

The Upstream, Downstream and Chemical functions best define the operating segments of the business that are reported separately.

The company operates its business in Canada, and its reportable segments are Upstream, Downstream and Chemical.

The factors used to identify these reportable segments are based on the nature of the operations that are undertaken by each segment and the structure of the company’s internal organization.

3 unchanged sentences

The above segmentation has been the long-standing practice of the company and is broadly understood across the petroleum and petrochemical industries.

These functions have been defined as the operating segments of the company because they are the segments (a) that engage in business activities from which revenues are earned and expenses are incurred;

(b) whose operating results are regularly reviewed by the company’s chief operating decision maker to make decisions about resources to be allocated to each segment and assess its performance;

and (c) for which discrete financial information is available.

Corporate and other includes assets and liabilities that do not specifically relate to business segments – primarily cash, capitalized interest costs, short-term borrowings, long-term debt and liabilities associated with incentive compensation, pension and other postretirement benefit liabilities.

20 unchanged sentences

6,636 7,971 7,492 47,886 55,569 29,505 997 1,330 966

Production and manufacturing (note 11)

Production and manufacturing

4,917 5,491 4,661 1,702 1,640 1,445 260 273 210

1 unchanged sentence

Federal excise tax and fuel charge — — — 2,399 2,177 1,928 3 2 —

Depreciation and depletion (d) (note 11)

Depreciation and depletion

1,680 1,673 1,775 183 179 158 15 18 18

11 unchanged sentences

3,100 5,834 4,913 608 4,415 179 53 276 421

Capital and exploration expenditures (e)

Capital and exploration expenditures (d)

1,108 1,128 632 472 295 476 23 10 8

2 unchanged sentences

Accumulated depreciation and depletion ( 19,936 ) ( 18,835 ) ( 20,389 ) ( 4,301 ) ( 4,143 ) ( 4,096 ) ( 757 ) ( 741 ) ( 721 )

Net property, plant and equipment (f)

Net property, plant and equipment (e)

26,840 26,949 27,811 3,067 2,783 2,676 261 254 263

15 unchanged sentences

— — — ( 23,120 ) ( 27,128 ) ( 14,789 ) 32,399 37,742 23,174

Production and manufacturing (note 11)

Production and manufacturing

— — — — — — 6,879 7,404 6,316

1 unchanged sentence

Federal excise tax and fuel charge — — — — — — 2,402 2,179 1,928

Depreciation and depletion (d) (note 11)

Depreciation and depletion

29 27 26 — — — 1,907 1,897 1,977

11 unchanged sentences

( 37 ) ( 59 ) ( 47 ) 10 16 10 3,734 10,482 5,476

Capital and exploration expenditures (e)

Capital and exploration expenditures (d)

175 57 24 — — — 1,778 1,490 1,140

2 unchanged sentences

Accumulated depreciation and depletion ( 371 ) ( 343 ) ( 316 ) — — — ( 25,365 ) ( 24,062 ) ( 25,522 )

Net property, plant and equipment (f)

Net property, plant and equipment (e)

667 520 490 — — — 30,835 30,506 31,240

13 unchanged sentences

There was no earnings impact and the effects of this transaction have been eliminated for consolidation purposes.

(d) In 2020, the Upstream segment included a non-cash impairment charge of $ 1,531 million, before-tax, related to the company’s decision not to further develop a significant portion of its unconventional portfolio.

(e) Capital and exploration expenditures (CAPEX) include exploration expenses, additions to property, plant and equipment, additions to finance leases, additional investments and acquisitions and the company’s share of similar costs for equity companies.

(d) Capital and exploration expenditures (CAPEX) include exploration expenses, additions to property, plant and equipment, additions to finance leases, additional investments and acquisitions and the company’s share of similar costs for equity companies.

CAPEX excludes the purchase of carbon emission credits.

(f) Includes property, plant and equipment under construction of $ 2,676 million (2021 - $ 2,348 million, 2020 - $ 1,874 million).

(e) Includes property, plant and equipment under construction of $ 3,251 million (2022 - $ 2,676 million, 2021 - $ 2,348 million).

millions of Canadian dollars 2023 2022 2021

Current income tax expense (benefit) (a)

Current income tax expense (benefit)

1,556 2,228 711

Deferred income tax expense (benefit) (a)

Deferred income tax expense (benefit)

( 76 ) ( 84 ) 93

Total income tax expense (benefit) (a)

Total income tax expense (benefit)

1,480 2,144 804

2 unchanged sentences

Increase (decrease) resulting from:

Enacted tax rate change (a)

( 0.9 ) ( 1.5 ) 0.5

1 unchanged sentence

23.2 22.6 24.5

(a) On June 28, 2019, the Alberta government enacted a 4 percent decrease in the provincial tax rate, from 12 percent to 8 percent by 2022.

On December 9, 2020, the Alberta government enacted an accelerated decrease in the province’s general corporate income tax rate from 10 percent to 8 percent, effective July 1, 2020.

The cumulative effect of the 2020 legislative tax changes on the company’s financial statements was immaterial.

(b) Other primarily relates to disposals, prior year adjustments and re-assessments.

(a) Other primarily relates to prior year adjustments, disposals, investment tax credits and re-assessments.

In 2022, the company's sale of its interests in XTO Energy Canada decreased the effective income tax rate by 1.3 percent.

22 unchanged sentences

Balance as of December 31 47 60 47

The unrecognized tax benefit balances shown above are predominately related to tax positions that would reduce the company’s effective tax rate if the positions are favourably resolved.

The unrecognized tax benefit balances shown above are predominantly related to tax positions that would reduce the company’s effective tax rate if the positions are favourably resolved.

Unfavourable resolution of these tax positions generally would not increase the effective tax rate.

33 unchanged sentences

514 ( 2,528 ) ( 14 ) ( 248 )

Amendments 184 — — —

Benefits paid (b)

41 unchanged sentences

Pension benefits

Other postretirement benefits

2023 2022 2021 2023 2022 2021

16 unchanged sentences

net periodic benefit cost ( 44 ) ( 84 ) ( 143 ) 9 ( 9 ) ( 16 )

Prior service cost 184 — — — — —

Amortization of prior service cost included in net

23 unchanged sentences

Equity securities

Canadian 96 96

Non-Canadian 2,347 2,347

4 unchanged sentences

Equities – Venture capital 124 124

Cash 31 10 21

Real Estate 93 93

Total plan assets at fair value 8,054 7 8,047

10 unchanged sentences

Equities – Venture capital 199 199

Cash 31 10 21

Total plan assets at fair value 7,541 10 7,531

10 unchanged sentences

Accumulated benefit obligation 395 353

(a) In 2022, the fair value of plan assets exceeded the projected benefit obligation for both the company sponsored plan and its proportionate share of a joint venture sponsored plan.

(b) In 2021, projected benefit obligation exceeded the fair value of plan assets only for the company’s proportionate share of a joint venture sponsored pension plan.

(a) In 2023 and 2022, the fair value of plan assets exceeded the projected benefit obligation for both the company sponsored plan and its proportionate share of a joint venture sponsored plan.

Benefit payments expected in:

millions of Canadian dollars Pension benefits Other postretirement

2028 - 2032 2,360 166

In 2024, the company expects to make cash contributions of about $ 150 million to its pension plans.

23 unchanged sentences

There are no material differences between the fair value of the company’s financial instruments and the recorded carrying value.

At December 31, 2022 and December 31, 2021, the fair value of long-term debt ($ 3,447 million and $ 4,447 million respectively, excluding finance lease obligations) was primarily a level 2 measurement.

At December 31, 2023 and December 31, 2022, the fair value of long-term debt ($ 3,447 million, excluding finance lease obligations) was primarily a level 2 measurement.

Derivative instruments

The company’s size, strong capital structure and the complementary nature of its business segments reduce the company’s enterprise-wide risk from changes in commodity prices and currency exchange rates.

In addition, the company uses commodity-based contracts, including derivatives, to manage commodity price risk and to generate returns from trading.

Commodity contracts held for trading purposes are presented in the Consolidated statement of income on a net basis in the line “Revenues”.

The company does not designate derivative instruments as a hedge for hedge accounting purposes.

Commodity contracts held for trading purposes are presented in the Consolidated statement of income on a net basis in the line "Revenues" and in the Consolidated statement of cash flows in "Cash flows from (used in) operating activities".

The company’s commodity derivatives are not accounted for under hedge accounting.

9 unchanged sentences

Total ( 5 ) 148 ( 79 )

The estimated fair value of derivative instruments, and the related hierarchy level for the fair value measurement is as follows:

The estimated fair value of derivative instruments, and the related hierarchy level for the fair value measurement were as follows:

At December 31, 2023

31 unchanged sentences

For the majority of the units, 50 percent of the units vest on the third anniversary of the grant date, and the remainder vest on the seventh anniversary of the grant date.

As a result of an employee stock program expansion implemented in 2022, some new participants will be eligible for awards granted that vest 100 percent after three years .

Some management, professional, and technical participants will receive awards granted that vest 100 percent after three years .

The company may also issue units to the chairman, president and chief executive officer where 50 percent of the units vest on the fifth anniversary of the grant date and the remainder vest on the tenth anniversary of the grant date, except that for awards granted prior to 2020, the vesting of the tenth anniversary portion is delayed until retirement if later than 10 years.

18 unchanged sentences

Outstanding at December 31, 2023 3,913,310

In 2022, the before-tax compensation expense charged against income for these programs was $ 113 million (2021 - $ 96 million expense, 2020 - $ 2 million benefit).

Income tax benefit recognized in income related to compensation expense for the year was $ 27 million (2021 - $ 23 million, 2020 - $ 0 million ).

Cash payments of $ 78 million were made for these programs in 2022 (2021 - $ 52 million, 2020 - $ 33 million).

In 2023, the before-tax compensation expense charged against income for the restricted stock units and deferred share units was $ 52 million (2022 - $ 103 million, 2021 - $ 89 million).

Income tax benefit recognized in income related to this compensation expense for the year was $ 13 million (2022 - $ 25 million, 2021 - $ 22 million).

Cash payments of $ 68 million were made related to this compensation expense in 2023 (2022 - $ 65 million, 2021 - $ 48 million).

As of December 31, 2023, there was $ 169 million of total before-tax unrecognized compensation expense related to non-vested restricted stock units based on the company’s share price at the end of the current reporting period.

10 unchanged sentences

Litigation and other contingencies

A variety of claims have been made against Imperial and its subsidiaries in a number of lawsuits.

A variety of claims have been made against the company and its subsidiaries in a number of lawsuits.

Management has regular litigation reviews, including updates from corporate and outside counsel to assess the need for accounting recognition or disclosure of these contingencies.

6 unchanged sentences

Additionally, the company has other commitments arising in the normal course of business for operating and capital needs, all of which are expected to be fulfilled with no adverse consequences material to the company’s operations or financial condition.

Unconditional purchase obligations, as defined by accounting standards, are those long-term commitments that are non-cancelable or cancelable only under certain conditions and that third parties have used to secure financing for the facilities that will provide the contracted goods and services.

Unconditional purchase obligations, as defined by accounting standards, are those long-term commitments that are non-cancellable or cancellable only under certain conditions and that third parties have used to secure financing for the facilities that will provide the contracted goods and services.

The company has not entered into any unconditional purchase obligations.

As a result of the completed sale of Imperial’s remaining company-owned Esso retail sites, the company was contingently liable at December 31, 2022, for guarantees relating to performance under contracts of other third-party obligations totalling $ 17 million (2021 - $ 21 million).

As a result of the completed sale of the remaining company-owned Esso retail sites, the company was contingently liable at December 31, 2023, for guarantees relating to performance under contracts of other third-party obligations totalling $ 13 million (2022 - $ 17 million).

Common shares

2 unchanged sentences

Authorized 1,100,000 1,100,000

Common shares outstanding 584,153 678,080

Outstanding 535,837 584,153

The most recent 12-month normal course issuer bid program came into effect June 29, 2023, under which Imperial continued its existing share purchase program.

2 unchanged sentences

The program completed on October 19, 2023 as a result of the company purchasing the maximum allowable number of shares under the program.

On May 6, 2022, the company commenced a substantial issuer bid pursuant to which it offered to purchase for cancellation up to $ 2.5 billion of its common shares through a modified Dutch auction and proportionate tender offer.

The substantial issuer bid was completed on June 15, 2022, with the company taking up and paying for 32,467,532 common shares at a price of $ 77.00 per share, for an aggregate purchase of $ 2.5 billion and 4.9 percent of Imperial’s issued and outstanding shares at the close of business on May 2, 2022.

This included 22,597,379 shares purchased from Exxon Mobil Corporation by way of a proportionate tender to maintain its ownership percentage at approximately 69.6 percent.

On November 3, 2023, 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.

28 unchanged sentences

574.8 640.2 711.6

Effect of employee share-based awards (millions of shares) (a)

Effect of employee share-based awards (millions of shares)

Weighted-average number of common shares outstanding,

5 unchanged sentences

1.94 1.46 1.03

(a) For 2020, the Net income (loss) per common share – diluted excludes the effect of 1.9 million employee share-based awards.

Share-based awards have the potential to dilute basic earnings per share in the future.

Miscellaneous financial information

LIFO inventory

In 2022, net income included an after-tax gain of $ 62 million (2021 – $ 13 million loss, 2020 – $ 19 million loss) attributable to the effect of changes in last-in, first-out (LIFO) inventories.

In 2023, net income included an after-tax gain of $ 5 million (2022 – $ 62 million gain, 2021 – $ 13 million loss) attributable to the effect of changes in last-in, first-out (LIFO) inventories.

The replacement cost of inventories was estimated to exceed their LIFO carrying values at December 31, 2023 by about $ 2.2 billion (2022 – $ 2.0 billion).

4 unchanged sentences

Chemical products 66 76

Other 320 158

Total 1,944 1,514

10 unchanged sentences

Accounts payable and accrued liabilities

“Accounts payable and accrued liabilities” included accrued taxes other than income taxes of $ 458 million at December 31, 2022 (2021 – $ 415 million).

Goodwill impairment

In the first quarter of 2020, the company assessed its goodwill balances for impairment and recognized a non-cash goodwill impairment charge of $ 20 million in the company’s Upstream segment.

The goodwill impairment was reflected in “Depreciation and depletion” on the Consolidated statement of income and “Goodwill” on the Consolidated balance sheet.

The remaining balance of goodwill is associated with the Downstream segment.

“Accounts payable and accrued liabilities” included accrued taxes other than income taxes of $ 455 million at December 31, 2023 (2022 – $ 458 million) and other miscellaneous current liabilities of $ 726 million at December 31, 2023.

Government assistance

The company received subsidies as part of the Government of Canada’s COVID-19 Economic Response Plan, which included the company’s proportionate share of a joint venture.

It was recognized as a reduction to expense (2020 – $ 155 million before tax) and was included in the Consolidated statement of income, primarily as part of “Production and manufacturing”.

In 2022, the company prospectively adopted the Financial Accounting Standards Board’s standard, Government Assistance (Topic 832) .

1 unchanged sentence

The company receives allowances from governments in the form of emission credits as a result of performing better than facility level expectations for emission targets and records these at a nominal amount in the Consolidated balance sheet.

During 2022, government assistance was immaterial to the company’s financial results .

During 2022 and 2023, government assistance was immaterial to the company’s financial results.

Financing and additional notes and loans payable information

7 unchanged sentences

(b) The weighted-average interest rate on short-term borrowings in 2023 was 4.9 percent (2022 – 2.0 percent, 2021 – 0.2 percent) and on long-term borrowings, with ExxonMobil, in 2023 was 4.9 percent (2022 – 1.9 percent, 2021 – 0.6 percent).

During the second quarter of 2022, the company reduced its existing $ 500 million committed long-term line of credit to $ 250 million and extended the maturity date to June 30, 2023.

Subsequently, in the fourth quarter of 2022, this committed long-term line of credit was cancelled in full.

The company also extended one of its $ 250 million committed long-term lines of credit to June 30, 2024.

In November 2022, the company extended the maturity date of an existing $ 250 million committed short-term line of credit to November 2023.

During the fourth quarter of 2023, the company extended the maturity dates of its two existing $ 250 million committed lines of credit to November 2024 and November 2025 respectively.

The company has not drawn on any of its outstanding $ 500 million of available credit facilities.

48 unchanged sentences

In addition to the operating lease liabilities in the table immediately above, at December 31, 2023, additional undiscounted commitments for leases not yet commenced totalled $ 54 million (2022 - $ 14 million).

Estimated cash payments for operating and finance leases not yet commenced are $ 5 million in both 2023 and 2024.

Estimated cash payments for operating and finance leases not yet commenced are $ 1 million in 2024 and $ 48 million in 2025.

The table below summarizes the cash paid for amounts included in the measurement of lease liabilities and the right of use assets obtained in exchange for new lease liabilities:

18 unchanged sentences

(a) Borrowed under an existing agreement with an affiliated company of ExxonMobil that provides for a long-term, variable-rate, Canadian dollar loan from ExxonMobil to the company of up to $ 7.75 billion at interest equivalent to Canadian market rates.

The agreement is effective until June 30, 2025, cancelable if ExxonMobil provides at least 370 days advance written notice.

The agreement is effective until June 30, 2025, cancellable if ExxonMobil provides at least 370 days advance written notice.

(b) During the third quarter of 2022, the company decreased its long-term debt by $ 1 billion, partially repaying an existing facility with an affiliated company of ExxonMobil.

27 unchanged sentences

The amounts of purchases and revenues by Imperial in 2023, with ExxonMobil, were $ 4,026 million and $ 13,544 million respectively (2022 - $ 3,719 million and $ 17,042 million respectively).

As at December 31, 2022, the company had an outstanding long-term loan of $ 3,447 million (2021 – $ 4,447 million) from ExxonMobil (see note 14, "Long-term debt", on page 104 and note 12, "Financing and additional notes and loans payable information", on page 101 for further details).

As at December 31, 2023, the company had an outstanding long-term loan of $ 3,447 million (2022 – $ 3,447 million) from ExxonMobil (see note 14, "Long-term debt", and note 12, "Financing and additional notes and loans payable information" for further details).

The amount of financing costs with ExxonMobil were $ 169 million (2022 - $ 78 million).

25 unchanged sentences

The transaction closed on August 31, 2022 and the company recognized a gain of approximately $ 0.2 billion , after tax.

Imperial’s total assets associated with this transaction include about $ 0.9 billion (about $ 0.8 billion of property, plant and equipment) and about $ 0.2 billion total liabilities in the Upstream segment.

Imperial’s total assets associated with this transaction included about $ 0.9 billion (about $ 0.8 billion of property, plant and equipment) and about $ 0.2 billion total liabilities in the Upstream segment.

Supplemental information on oil and gas exploration and production activities (unaudited)

6 unchanged sentences

millions of Canadian dollars 2023 2022 2021

2022 2021 2020

Sales to third parties (a)

6 unchanged sentences

Exploration expenses

Depreciation and depletion (includes impairments)

Depreciation and depletion

1,475 1,467 1,579

6 unchanged sentences

millions of Canadian dollars 2023 2022 2021

2022 2021 2020

Property costs (c)

35 unchanged sentences

millions of Canadian dollars 2023 2022 2021

2022 2021 2020

Future cash flows

14 unchanged sentences

millions of Canadian dollars 2023 2022 2021

2022 2021 2020

Balance at beginning of year

12 unchanged sentences

Accretion of discount

2,535 1,439 24

Net change in income taxes

16 unchanged sentences

(4) (42) (23) (106) (140)

(5) (55) (25) (102) (141)

End of year 2021

11 unchanged sentences

(Sale) purchase of reserves in place

(9) (141) — — (32)

Discoveries and extensions

36 unchanged sentences

Revisions can also result from significant changes in either development strategy or production equipment and facility capacity.

In 2020, downward revisions of proved bitumen reserves were a result of low prices.

The 2.2 billion barrels of bitumen at Kearl and 0.6 billion barrels of bitumen at Cold Lake no longer qualified as proved reserves under the SEC definition of proved reserves.

Downward revisions to proved synthetic crude oil reserves were a result of lower prices, offset by the addition of proved undeveloped reserves associated with future development at Syncrude.

Changes to the liquids and natural gas proved reserves were the result of updated development plans at the Montney and Duvernay unconventional assets and the divestment of conventional properties.

In 2021, upward revisions of proved bitumen reserves were a result of improved prices.

6 unchanged sentences

Changes to the liquids and natural gas proved reserves were primarily a result of the sale of the company’s interest in the Montney and Duvernay unconventional assets.

Under the terms of certain contractual arrangements or government royalty regimes, lower prices can also increase proved reserves attributable to Imperial.

In 2023, upward revisions of proved bitumen of 0.1 billion barrels were driven by lower royalty obligations associated with lower pricing and minor technical revisions at Cold Lake and Kearl.

A slight increase in proved reserves for synthetic crude oil is associated with lower royalty obligations associated with pricing.

Conventional proved liquids reserves decreased to zero under existing pricing and operating conditions.

Under the terms of certain contractual arrangements or government royalty regimes, lower prices can also increase proved reserves attributable to the company.

The company’s operating decisions and its outlook for future production volumes are not impacted by proved reserves as disclosed under the SEC definition.

12 unchanged sentences

Corporate governance disclosure 118

Corporate governance disclosure at a glance

Corporate governance at a glance 119

Statement of corporate governance practice 120

7 unchanged sentences

Other public company directorships of our board members and nominees 127

Interlocking directorships of our board members

Interlocking directorships of our board nominees 127

Director qualification and selection process 128

6 unchanged sentences

Restrictions on insider trading 151

Diversity 151

Shareholder engagement 153

4 unchanged sentences

Other executive officers of the company 157

Letter to shareholders from the executive resources committee on executive compensation

Compensation discussion and analysis 158

Compensation program design

Compensation decision making process and considerations for named executive officers

Executive compensation tables and narratives

Executive summary 159

Compensation design 160

Determining compensation 167

Other compensation elements 171

Risk and governance 173

Executive compensation tables 177

Appendix A – Board of director and committee charters 188

1 unchanged sentence

The director nominee tables on the following pages provide information on the seven nominees proposed for election to the board of directors of the company.

All of the nominees, with the exception of S.R.

Floren and G.J.

Goldberg, are now directors and have been since the dates indicated.

Mintz and D.S.

Sutherland are currently directors and are not standing for re-election in 2023 as they have all reached the company's mandatory retirement age for directors.

Driscoll, Mr.

Floren and Mr.

Goldberg are not currently directors and are being nominated for election as directors for the first time.

All of the nominees, with the exception of N.A.

Hansen, are now directors and have been since the dates indicated.

Crocker is a current director and has chosen not to stand for re-election.

Hansen is not currently a director and is being nominated for election as a director for the first time.

Included in these tables is information relating to the director nominees’ biographies, independence status, expertise, standing committee memberships, attendance, public board memberships and shareholdings in the company.

The information is as of February 15, 2024, the effective date of this circular, unless otherwise indicated.

For more information on our director nominees, please see the Statement of corporate governance practice starting on page 119 .

For more information on our director nominees, please see the Statement of corporate governance practice section.

Director nominee tables

Calgary, Alberta, Canada

Nonemployee director (independent)

Director since :

November 29, 2017

Skills and experience:

Leadership of large organizations, Operations/technical, Project management, Strategy development, Environment and sustainability, Audit committee financial expert, Financial expertise, Executive compensation, Risk management

Cornhill is a director of AltaGas Ltd., and is the chairman of the board of directors of TriSummit Utilities Inc.

AltaGas Canada Inc.), a privately owned corporation.

(formerly AltaGas Canada Inc.), a privately owned corporation.

Cornhill is a founding shareholder of AltaGas (and its predecessors).

6 unchanged sentences

Cornhill holds a BSc (Hons.) degree and a MBA degree from Western University, and he was awarded an honorary Doctor of Laws degree by the University in 2015.

Calgary, Alberta, Canada

Nonemployee director (independent)

Director since:

November 29, 2017

Skills and experience:

Leadership of large organizations,

Operations/technical,

Project management,

Strategy development,

Environment and sustainability,

Audit committee financial expert,

Financial expertise,

Executive compensation,

Risk management

Board and Standing Committee Membership Attendance in 2023

Voting Results of Last Annual Meeting

Board 8 of 8 (100%)

Audit 5 of 5 (100%)

477,220,521 (90.28%)

Executive resources 8 of 8 (100%)

Votes against:

51,359,878 (9.72%)

Safety and sustainability 5 of 5 (100%)

Nominations and corporate governance 6 of 6 (100%)

Finance (Chair)

5 of 5 (100%)

Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d)

Equity Holdings

IMO Common Shares

(% of class) IMO Deferred Share Units

(DSU) Total Vested Equity Holdings

(Common + DSU)

Restricted Stock Units

(RSU) Total Holdings*

(Common + DSU + RSU)

5 unchanged sentences

*Meets the necessary share ownership requirements

Board and Standing Committee Membership Meeting

Attendance 2022

Public Company Directorships in the Past Five Years*

Imperial Oil Limited board 8 of 8 (100%)

Public Company Directorships in the Past Five Years* Other Positions in the Past Five Years

(position, date office held and status of employer)

– AltaGas Ltd.

(2010 - present)

Audit committee 5 of 5 (100%)

– AltaGas Canada Inc.

(2018 - 2020)

Executive resources committee 6 of 7 (86%)

– Alterra Power Corp.

(2008 – 2018)

Safety and sustainability committee 3 of 4 (75%)

Nominations and corporate governance committee (Chair)

6 of 6 (100%)

*no public board interlocks

Community collaboration and engagement committee 1 of 1 (100%)

Voting Results of 2022 Annual General Meeting:

Other Positions in the Past Five Years:

(position, date office held, and status of employer)

Votes in Favour:

Votes Withheld:

– AltaGas Ltd., Chairman of the board (1994 - 2019)

540,497,248 (89.79%)

61,434,933 (10.21%)

– AltaGas Ltd., Interim co-CEO (July to December 2018)

Corson was appointed as president and a director of Imperial Oil Limited on September 17, 2019, and assumed the additional roles of chairman and chief executive officer on January 1, 2020.

Corson has worked for Exxon Mobil Corporation and its predecessor companies since 1983 in various upstream and downstream assignments, with responsibilities in the United States, Hong Kong and London.

In his previous position, Mr.

Corson was vice-president of Exxon Mobil Corporation and president of ExxonMobil Upstream Ventures, a division of Exxon Mobil Corporation.

Calgary, Alberta, Canada

3 unchanged sentences

Skills and experience:

Leadership of large organizations, Operations/technical, Project management, Global experience, Strategy development, Environment and sustainability, Financial expertise, Government relations, Executive compensation, Risk management

Corson was appointed as president and a director of Imperial Oil Limited on September 17, 2019, and assumed the

additional roles of chairman and chief executive officer on January 1, 2020.

In his previous position, Mr.

Corson was vice-president of Exxon Mobil Corporation and president of ExxonMobil Upstream Ventures, a division of Exxon Mobil Corporation.

Leadership of large organizations,

Operations/technical,

Project management,

Global experience, Strategy development,

Environment and sustainability,

Financial expertise,

Government relations, Executive compensation,

Risk management

Board and Standing Committee Membership Attendance in 2023

Voting Results of Last Annual Meeting

Board (Chair)

8 of 8 (100%)

522,575,825 (98.86%)

Votes Against:

6,004,574 (1.14%)

Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d)

Equity Holdings

IMO Common Shares

(% of class) IMO Deferred Share Units

(DSU) Total Vested Equity Holdings

(Common + DSU)

Restricted Stock Units

(RSU) Total Holdings*

(Common + DSU + RSU)

5 unchanged sentences

*Meets the necessary share ownership requirements

Board and Standing Committee Membership Meeting Attendance 2022

Public Company Directorships in the Past Five

Imperial Oil Limited board (Chair)

8 of 8 (100%)

Community collaboration and engagement committee 1 of 1 (100%)

*no public board interlocks

Voting Results of 2022 Annual General Meeting:

Other Positions in the Past Five Years:

Public Company Directorships in the Past Five Years* Other Positions in the Past Five Years

(position, date office held and status of employer)

Votes in Favour:

Votes Withheld:

*no public board interlocks

– President, Imperial Oil Limited (2019 – present)

586,247,361 (97.39%)

15,684,820 (2.61%)

– President, ExxonMobil Upstream Ventures

(2015 – 2019) (Affiliate)

Spring, Texas, United States of America

Non-independent director

Director since :

Skills and experience:

Crocker is senior vice-president, product, strategy and new assets for ExxonMobil's Low Carbon Solutions business since

April, 2022 and is responsible for product development across the portfolio, creation and alignment on business strategies and has oversight for product execution and start-up of new assets.

Crocker has also held leadership positions within refining, upstream business development, chemicals and controllers.

Prior to his current position, Mr.

Crocker was senior vice-president, fuels, at ExxonMobil Fuels and Lubricants Company, responsible for the global fuels value chain, from crude to customer.

Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d)

Equity Holdings

(Common + DSU)

(Common + DSU + RSU)

Holdings as at February 8, 2023 (#)

Total market value as at February 8, 2023 ($)

Year over year change (#) 0 0 0 0 0

*No share ownership guidelines apply

Board and Standing Committee Membership Meeting Attendance 2022

Public Company Directorships in the Past

Imperial Oil Limited board 8 of 8 (100%)

Executive resources committee 7 of 7 (100%)

*no public board interlocks

Safety and sustainability committee 4 of 4 (100%)

Nominations and corporate governance committee 6 of 6 (100%)

Community collaboration and engagement committee 1 of 1 (100%)

Voting Results of 2022 Annual General Meeting:

Other Positions in the Past Five Years:

(position, date office held, and status of employer)

Votes in Favour:

Votes Withheld:

– Senior vice president, fuels, ExxonMobil Fuels & Lubricants Company, (2020 – Present) (Affiliate)

577,063,393 (95.87%)

24,868,788 (4.13%)

– Vice-president, strategy and portfolio management, ExxonMobil Upstream Business Development Company (2019 – 2020) (Affiliate)

– Special assignment, strategy and portfolio management, ExxonMobil Upstream Business Development Company (2019) (Affiliate)

– Vice-president, intermediates, performance derivatives, ExxonMobil Chemical Company (2017 – 2019) (Affiliate)

Driscoll is currently an independent director of Empire Company Limited and also serves as a director of Gildan Activewear Inc.

Prior to her retirement in 2023, Ms.

Driscoll held executive positions at RB Global Incorporated, including chief financial officer, co-chief executive officer and executive vice-president and advisor to the chief executive officer.

Prior to joining RB Global, Ms.

Driscoll served as the executive vice-president and chief financial officer for Katz Group Canada Ltd.

from 2013 to 2015 and was the senior vice-president and chief financial officer at Sears Canada Inc.

from 2008 to 2013.

Driscoll is a Chartered Professional Accountant and has a Bachelor of Commerce (Honours) degree from Queen’s University.

Vancouver, British Columbia, Canada

1 unchanged sentence

Director since:

Not currently a member of the board;

first nomination for election as director

Skills and experience:

Leadership of large organizations, Project management, Global experience, Strategy development, Environment and sustainability, Audit committee financial expert, Financial expertise, Executive compensation, Risk management

Sharon Driscoll is the executive vice-president and advisor to the chief executive officer of Ritchie Bros.

Auctioneers Incorporated.

Driscoll joined Ritchie Bros.

in July 2015 as the chief financial officer where she led global financial operations including capital allocation, financing strategies, treasury operations, risk management, investor relations and regulatory compliance.

Driscoll also served as Co-CEO in 2019 to support the company's planned CEO transition.

Prior to joining Ritchie Bros., Ms.

Driscoll served as the executive vice-president and chief financial officer for Katz Group Canada Ltd.

from 2013 to 2015 and senior vice-president and chief financial officer at Sears Canada Inc.

from 2008 to 2013.

Driscoll is a Chartered Professional Accountant and has a Bachelor of Commerce (Honours) degree from Queen’s University.

Driscoll also serves as a director of Empire Company Limited.

Leadership of large organizations,

Project management,

Global experience, Strategy development,

Environment and sustainability,

Audit committee financial expert,

Financial expertise,

Executive compensation,

Risk management

Board and Standing Committee Membership Attendance in 2023

Voting Results of Last Annual Meeting

Board 4 of 4 (100%)

Audit (Chair)

2 of 2 (100%)

526,032,840 (99.52%)

Executive resources 5 of 5 (100%)

Votes against:

2,547,559 (0.48%)

Safety and sustainability 4 of 4 (100%)

Nominations and corporate governance 3 of 3 (100%)

Finance 5 of 5 (100%)

Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d)

Equity Holdings

IMO Common Shares

(% of class) IMO Deferred Share Units

(DSU) Total Vested Equity Holdings

(Common + DSU)

Restricted Stock Units

(RSU) Total Holdings*

(Common + DSU + RSU)

Holdings as at February 15, 2024 (#)

0 1,122 1,122 3,300 4,422

Total market value as at February 15, 2024 ($)

0 91,219 91,219 268,290 359,509

Year over year change (#) 0 1,122 1,122 3,300 4,422

*Meets the necessary share ownership requirements

Board and Standing Committee Membership Meeting

Attendance 2022

Public Company Directorships in the Past Five

Not currently a member of the board or any of its committees n/a – Empire Company Limited (2018 – Present)

*no public board interlocks

Voting Results of 2022 Annual General Meeting:

Other Positions in the Past Five Years:

*Has 5 years from date of appointment to meet the necessary share ownership requirements

Public Company Directorships in the Past Five Years* Other Positions in the Past Five Years

(position, date office held and status of employer)

Votes in Favour:

Votes Withheld:

– Ritchie Bros.

Auctioneers Incorporated, Executive vice-president and advisor to CEO (2022 – present)

– Ritchie Bros.

– Gildan Activewear Ltd.

(2023 - Present)

– Empire Company Limited (2018 – Present)

*no public board interlocks

– RB Global (formerly Ritchie Bros.

Auctioneers Incorporated) Executive vice-president and advisor to CEO (2022 – 2023)

– RB Global (formerly Ritchie Bros.

Auctioneers Incorporated), Chief financial officer (2015 - 2022)

– Ritchie Bros.

– RB Global (formerly Ritchie Bros.

Auctioneers Incorporated), Chief financial officer and Co-chief executive officer (2019)

Floren is the former president and chief executive officer of Methanex Corporation, and prior to that appointment held the positions of senior vice-president, global marketing and logistics and regional director, marketing and logistics, North America.

Floren was an employee of Methanex for approximately 22 years and has worked in the chemical industry for over 37 years.

He currently serves as a director of West Fraser Timber Co.

Floren holds a Bachelor of Arts in Economics from the University of Manitoba and attended the Harvard Business School’s Program for Management Development, the International Executive Program at INSEAD and completed the Directors Education Program at the Institute of Corporate Directors.

Oakville, Ontario, Canada

1 unchanged sentence

Director since:

Not currently a member of the board;

first nomination for election as director

Skills and experience:

Floren is the former president and chief executive officer of Methanex Corporation, and prior to that appointment held the

positions of senior vice-president, global marketing and logistics and regional director, marketing and logistics, North America.

Floren was an employee of Methanex for approximately 22 years and has worked in the chemical industry for over 37 years.

He currently serves as a director of West Fraser Timber Co.

Leadership of large organizations,

Operations/technical

Project management,

Global experience, Strategy development,

Environment and sustainability,

Financial expertise,

Government relations

Information technology/Cybersecurity oversight

Executive compensation,

Risk management

Board and Standing Committee Membership Attendance in 2023

Voting Results of Last Annual Meeting

Board 4 of 4 (100%)

Audit 2 of 2 (100%)

528,279,988 (99.94%)

Executive resources 5 of 5 (100%)

Votes against:

300,411 (0.06%)

Safety and sustainability (Chair)

4 of 4 (100%)

Nominations and corporate governance 3 of 3 (100%)

Finance 5 of 5 (100%)

Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d)

Equity Holdings

IMO Common Shares

(% of class) IMO Deferred Share Units

(DSU) Total Vested Equity Holdings

(Common + DSU)

Restricted Stock Units

(RSU) Total Holdings*

(Common + DSU + RSU)

Holdings as at February 15, 2024 (#)

0 1,122 1,122 3,300 4,422

Total market value as at February 15, 2024 ($)

0 91,219 91,219 268,290 359,509

Year over year change (#) 0 1,122 1,122 3,300 4,422

*Meets the necessary share ownership requirements

Board and Standing Committee Membership Meeting

Attendance 2022

Public Company Directorships in the Past Five

Not currently a member of the board or any of its committees n/a – West Fraser Timber Co.

*Has 5 years from date of appointment to meet the necessary share ownership requirements

Public Company Directorships in the Past Five Years* Other Positions in the Past Five Years

(position, date office held and status of employer)

– West Fraser Timber Co.

(2016 – present)

1 unchanged sentence

*no public board interlocks

Voting Results of 2022 Annual General Meeting:

Other Positions in the Past Five Years:

(position, date office held, and status of employer)

Votes in Favour:

Votes Withheld:

– Methanex Corporation, President and chief executive officer (2013 – 2022)

Castle Pines, Colorado, United States of America

Goldberg has more than 40 years of global experience in the mining industry, including in executive, operational and strategic roles, and currently serves as a non-executive director of BHP Group Limited.

Goldberg served as the chief executive officer of Newmont Corporation from 2013 to 2019, and prior to that, was president and chief executive officer of Rio Tinto Minerals.

Goldberg was also a non-executive director of Port Waratah Coal Services Limited and Rio Tinto Zimbabwe, and served as vice-chair of the World Gold Council, treasurer of the International Council on Mining and Metals, and chair of the National Mining Association in the United States.

Breckenridge, Colorado, United States of America

Nonemployee director (independent)

Director since:

Not currently a member of the board;

first nomination for election as director

Skills and experience:

Goldberg has more than 35 years of global experience in the mining industry, including in executive, operational and

strategic roles, and currently serves as a non-executive director of BHP Group Limited.

Goldberg served as the chief executive officer of Newmont Corporation from 2013 to 2019, and prior to that, was president and chief executive officer of Rio Tinto Minerals.

Leadership of large organizations,

Operations/technical,

Project management,

Global experience, Strategy development,

Environment and sustainability,

Financial expertise,

Government relations, Executive compensation,

Risk management

Board and Standing Committee Membership Attendance in 2023

Voting Results of Last Annual Meeting

Board 4 of 4 (100%)

Audit 2 of 2 (100%)

528,282,636 (99.94%)

Executive resources (Chair)

5 of 5 (100%)

Votes against:

297,763 (0.06%)

Safety and sustainability 4 of 4 (100%)

Nominations and corporate governance 3 of 3 (100%)

Finance 5 of 5 (100%)

Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d)

Equity Holdings

IMO Common Shares

(% of class) IMO Deferred Share Units

(DSU) Total Vested Equity Holdings

(Common + DSU)

Restricted Stock Units

(RSU) Total Holdings*

(Common + DSU + RSU)

Holdings as at February 15, 2024 (#)

0 1,122 1,122 3,300 4,422

Total market value as at February 15, 2024 ($)

0 91,219 91,219 268,290 359,509

Year over year change (#) 0 1,122 1,122 3,300 4,422

*Meets the necessary share ownership requirements

Board and Standing Committee Membership Meeting

Attendance 2022

Public Company Directorships in the Past Five

Not currently a member of the board or any of its committees n/a – BHP Group Limited (2020 – present)

*Has 5 years from date of appointment to meet the necessary share ownership requirements

Public Company Directorships in the Past Five Years* Other Positions in the Past Five Years

(position, date office held and status of employer)

– BHP Group Limited (2020 – present)

– Newmont Corporation (previously Newmont Mining Corporation) (2013 – 2019)

*no public board interlocks

Voting Results of 2022 Annual General Meeting:

Other Positions in the Past Five Years:

(position, date office held, and status of employer)

Votes in Favour:

Votes Withheld:

– Newmont Corporation, Executive advisor (2019 – 2020)

n/a n/a – Newmont Corporation, Chief executive officer (2018 – 2019)

– Newmont Corporation, President and chief executive officer (2013 – 2018)

Toronto, Ontario, Canada

Nonemployee director (independent)

– Newmont Corporation, Chief executive officer (2013 – 2019)

Hansen is currently senior vice-president, energy products, for ExxonMobil Product Solutions Company and has held that position since April, 2022.

He is responsible for the global fuels and aromatics value chains.

Hansen has 24 years of financial and commercial experience across ExxonMobil's Upstream and Downstream businesses in the Americas, Europe, and Asia Pacific regions.

Prior to his current position, Mr.

Hansen was vice-president, fuels for Europe, Africa and Middle East based in Belgium and prior to that was vice-president investor relations and corporate secretary at ExxonMobil.

The Woodlands, Texas, United States of America

Non-independent director

Director since:

July 26, 2018

Not currently a member of the board;

first nomination for election as director

Skills and experience:

Global experience, Strategy development, Environment and sustainability, Audit committee financial expert, Financial expertise, Information technology/cybersecurity oversight, Executive compensation, Risk management

Leadership of large organizations,

Project management,

Global experience, Strategy development,

Environment and sustainability,

Financial expertise,

Government relations, Executive compensation,

Risk management

Board and Standing Committee Membership Attendance in 2023

Voting Results of Last Annual Meeting

Not currently a member of the board or any of its committees None Votes For:

Votes against:

Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d)

IMO Common Shares

(% of class) IMO Deferred Share Units

(DSU) Total Vested Equity Holdings

(Common + DSU)

Restricted Stock Units

(RSU) Total Holdings*

(Common + DSU + RSU)

Holdings as at February 15, 2024 (#)

Total market value as at February 15, 2024 ($)

Year over year change (#) 0 0 0 0 0

* No share ownership guidelines apply

Public Company Directorships in the Past Five Years* Other Positions in the Past Five Years

(position, date office held and status of employer)

*no public board interlocks

– Senior vice-president, energy products, Exxon Mobil Product Solutions Company, (2022 – present) (Affiliate)

– Vice-president, fuels, ExxonMobil Fuels & Lubricants Company, (2020 – 2022) (Affiliate)

– Vice-president, investor relations and corporate secretary, Exxon Mobil Corporation (2018 – 2020) (Affiliate)

Hubbs is currently an independent director of Nutrien Ltd.

and also serves as a director of PSP Investments (Public Sector

Pension Investment Board), New Self-Regulatory Organization of Canada and serves as vice-chair of the board of the Canadian Red Cross.

and also serves as a director of PSP Investments (Public Sector Pension Investment Board), Canadian Investment Regulatory Organization (CIRO) and serves as Chair of the board of the Canadian Red Cross.

Prior to retirement in 2011, Ms.

2 unchanged sentences

Hubbs serves on the ICD Climate Strategy Advisory Board and the Global Risk Institute Sustainable Finance Advisory Committee, holds the Fundamentals of Sustainability Accounting credential from the Sustainability Accounting Standards Board, and has received her CERT Certificate in Cybersecurity Oversight issued by the Software Engineering Institute at Carnegie Mellon University.

Toronto, Ontario, Canada

Nonemployee director (independent)

Director since:

July 26, 2018

Skills and experience:

Global experience, Strategy development,

Environment and sustainability,

Audit committee financial expert,

Financial expertise,

Information technology/Cybersecurity oversight

Executive compensation,

Risk management

Board and Standing Committee Membership Attendance in 2023

Voting Results of Last Annual Meeting

Board 8 of 8 (100%)

Audit 5 of 5 (100%)

515,973,536 (97.62%)

Executive resources 7 of 8 (88%)

Votes against:

12,601,009 (2.38%)

Safety and sustainability 5 of 5 (100%)

Nominations and corporate governance (Chair)

Finance 5 of 5 (100%)

Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d)

Equity Holdings

IMO Common Shares

(% of class) IMO Deferred Share Units

(DSU) Total Vested Equity Holdings

(Common + DSU)

Restricted Stock Units

(RSU) Total Holdings*

(Common + DSU + RSU)

5 unchanged sentences

*Meets the necessary share ownership requirements

Board and Standing Committee Membership Meeting

Attendance 2022

Public Company Directorships in the Past Five

Imperial Oil Limited board 8 of 8 (100%)

Public Company Directorships in the Past Five Years* Other Positions in the Past Five Years

(position, date office held and status of employer)

– Nutrien Ltd.

(2018 – present)

Audit committee 5 of 5 (100%)

– Agrium Inc.

(2016 – 2018)

Executive resources committee 7 of 7 (100%)

*no public board interlocks

Safety and sustainability committee 4 of 4 (100%)

Nominations and corporate governance committee 6 of 6 (100%)

Community collaboration and engagement committee (Chair)

1 of 1 (100%)

Voting Results of 2022 Annual General Meeting:

Other Positions in the Past Five Years:

(position, date office held, and status of employer)

Votes in Favour:

Votes Withheld:

596,301,725 (99.06%)

5,630,456 (0.94%)

Footnotes to director nominee tables on pages 113 through 116 :

14 unchanged sentences

Corson 129,044 59,700 188,744 26,417,156

Crocker 15,534 128,400 143,934 22,019,479

Sutherland 5,730 — 5,730 876,594

22,433 149,000 171,433 23,994,258

Hansen — 155,800 155,800 21,806,218

(a) Holdings as at February 15, 2024.

1 unchanged sentence

None of these individuals own more than 0.01 percent of the outstanding shares of Exxon Mobil Corporation.

Current directors D.W.

Cornhill, K.T.

Hubbs and J.M.

Mintz, and nominees S.R.

Goldberg, do not own common shares or hold restricted stock of Exxon Mobil Corporation.

Cornhill, S.R.

Driscoll, J.N.

Goldberg and M.C.

Hubbs do not own common shares or hold restricted stock of Exxon Mobil Corporation.

(b) The numbers for Exxon Mobil Corporation restricted stock include outstanding restricted stock and restricted stock units granted under its restricted stock plan which is similar to the company’s restricted stock unit plan.

(c) The value for Exxon Mobil Corporation common shares and restricted stock is based on the closing price for Exxon Mobil Corporation common shares on the New York Stock Exchange of $103.73 U.S., which is converted to Canadian dollars at the daily rate of exchange of $1.3493 provided by the Bank of Canada for February 15, 2024.

Crocker is a current director and has chosen not to stand for re-election.

Crocker does not hold any Imperial Oil Limited common shares, restricted stock units or deferred share units.

Majority voting policy

15 unchanged sentences

Other public company directorships of our board members and nominees 127

Interlocking directorships of our board members

Director qualifications and selection process

Interlocking directorships of our board nominees 127

Director qualification and selection process 128

Director orientation, education and development 129

5 unchanged sentences

Incentive plan awards for directors - Value vested or earned during the year 148

Share ownership guidelines of independent directors and chairman, president and CEO

Share ownership guidelines of independent directors and chairman, president and chief executive officer 149

Ethical business conduct 150

Restrictions on insider trading 151

Diversity 151

Shareholder engagement 153

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• Five of seven of our directors and our director nominees are independent and meet the criteria for independence set by Canadian securities regulators, the SEC and the NYSE American LLC.

• The company delivered extensive orientation programs to S.R.

Driscoll, J.N.

Floren and G.J.

Goldberg upon their election to the board for the first time in 2023.

• The directors are highly qualified with diversity of gender, background, experience and skill.

• The company’s independent directors have significant stock ownership requirements, all of which have been met.

The independent directors collectively have more than $23.3 million in shareholdings in the company

• The company’s independent directors have significant stock ownership requirements, all of which have been met (S.R.

Driscoll, J.N.

Floren and G.J.

Goldberg were each elected to the board on May 2, 2023 and are expected to meet the share ownership guidelines within five years from the date of their appointment).

The independent directors collectively have nearly $7.8 million in shareholdings in the company.

• The independent directors regularly meet in executive sessions without management present.

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• 97% average vote in favour for the election of our directors at the 2023 annual meeting.

• Two of seven or 29% of the directors and director nominees, and 11 of 24 or 46% of the executive officers of the company and its major subsidiaries are women

• Two of seven or 29% of the director nominees, and 10 of 23 or 43% of the executive officers of the company and its major subsidiaries, are women.

Corporate governance at a glance

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Size of board 7

Number of independent directors (board and nominees) 5

Number of independent directors 5

Women on board (board and nominees) 2

Average attendance of directors at board and committee meetings 97%

Independent chair of the executive sessions Yes

Lead director Yes

In camera sessions of independent directors at every board meeting Yes

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Board and committee charters Yes

Position descriptions for the chairman and chief executive officer and the chair of each committee Yes

Position descriptions for the chairman and chief executive officer, lead director and the chair of each committee Yes

Skills matrix for directors Yes

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The company does not have term limits for independent directors because it values the comprehensive knowledge of the company that long serving directors possess and independent directors are expected to remain qualified to serve for a minimum of five years.

Mintz and D.S.

Sutherland are not standing for re-election in 2023 as they have reached the company’s mandatory retirement age for directors.

In anticipation of these retirements, the board undertook an extensive director recruitment process resulting in S.R.

Floren and G.J.

Goldberg being nominated for election to the board for the first time.

The following chart shows the current years of service of the nominees for the board of directors and the year they would normally be expected to retire from the board.

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Corson 4 years

Crocker 2 years

Driscoll 1 year

Floren 1 year

Goldberg 1 year

Hubbs 5 years

Floren, and G.J.

Goldberg are being nominated for election as directors at the annual meeting of shareholders and are not currently directors.

Hansen is being nominated for election as a director at the annual meeting of shareholders and is not currently a director.

Skills and experience of our board members and nominees

Our directors bring a wide range of skills, diversity and experience.

The current directors and director nominees collectively have the experience and expertise required to ensure effective oversight, stewardship and governance of the company.

The key areas of experience and skills for each of the nominees for election as directors can also be found in each of the nominees tables on pages 112 through 116 of this circular.

Our directors and nominees bring a wide range of skills, diversity and experience.

The current directors and director nominees have the experience and expertise required to ensure effective oversight, stewardship and governance of the company.

The key areas of experience and skills for each of the nominees for election as directors can also be found in each of the director nominee tables on pages 113 through 117 of this circular.

The table below sets out the diverse skill set required of the board and identifies the particular experience, qualifications, attributes, and skills of each director and nominee that led the board to conclude that such person should serve as a director of the company.

Sutherland (b)

Leadership of large organizations ü ü ü ü ü ü ü

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Risk management ü ü ü ü ü ü ü ü

Floren and G.J.

Goldberg are being nominated for election as directors at the annual meeting of shareholders and are not currently directors.

Mintz and D.S.

Sutherland are currently directors but are not standing for re-election at the annual meeting of shareholders.

Crocker is a current director and has chosen not to stand for re-election at the annual meeting of shareholders.

Hansen is not currently a director and is being nominated for election as a director at the annual meeting of shareholders.

Independence of our board members and nominees

Five out of seven of the director nominees are independent.

The board is currently composed of seven directors, four of whom will be standing for re-election at the annual meeting of shareholders on May 2, 2023.

Mintz and D.S.

Sutherland will not stand for re-election in 2023 as they have reached the company's mandatory retirement age for directors.

Floren and G.J.

Goldberg are being nominated for election as directors at the annual meeting of shareholders and are not currently directors .

The majority of the board and nominees (five out of seven) are independent.

The board is currently composed of seven directors, six of whom will be standing for re-election at the annual meeting of shareholders on April 30, 2024.

Crocker is a current director and has chosen not to stand for re-election.

Hansen is not currently a director and is being nominated for election as a director.

The majority of the nominees (five out of seven) are independent.

The independent directors and nominees are not employees of the company.

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Crocker is also a non-independent director as he is an employee of Exxon Mobil Corporation.

Crocker has chosen not to stand for re-election at the annual meeting of shareholders.

Director nominee, N.A.

Hansen, holds the position of senior vice-president, energy products at ExxonMobil Product Solutions Company, a division of Exxon Mobil Corporation, and if elected will also be a non-independent director.

The company believes that Mr.

Crocker, although deemed non-independent under the relevant standards by virtue of his employment, can be viewed as independent of the company’s management and that his ability to reflect the perspective of the company’s shareholders enhances the effectiveness of the board.

Name of director and nominee

Crocker and Mr.

Hansen, although deemed non-independent under the relevant standards by virtue of their employment, can be viewed as independent of the company’s management and that their ability to reflect the perspective of the company’s shareholders enhances the effectiveness of the board.

Name of director

and/or nominee

Reason for non-independent status

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Crocker is an employee of Exxon Mobil Corporation.

Sutherland (b)

Floren and G.J.

Goldberg are being nominated for election as directors at the annual meeting of shareholders and are not currently directors.

Mintz and D.S.

Sutherland are current directors, but are not standing for re-election at the annual meeting of shareholders.

Hansen is an employee of Exxon Mobil Corporation.

Crocker is a current director and has chosen not to stand for re-election at the annual meeting of shareholders.

Hansen is not currently a director and is being nominated for election as a director at the annual meeting of shareholders.

Committee membership of our board

Each standing committee is chaired by a different independent director and

all of the independent directors are members of each committee.

Each standing committee is chaired by a different independent director and all of the independent directors are members of each committee.

The chart below shows the company’s current standing committee memberships and the chair of each committee.

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Safety and sustainability committee

collaboration

Sutherland (c)

Finance committee

Goldberg ü ü ü ü

(a) Not independent directors.

Crocker is a current director and has chosen not to stand for re-election.

(b) All members of the audit committee are independent and financially literate within the meaning of National Instrument 52-110 Audit Committees and the listing standards of the NYSE American LLC.

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regulatory requirements.

(d) In May 2023, the board of directors approved the creation of the finance committee, and dissolved the community collaboration and engagement committee with the ongoing responsibilities of this committee being assumed by the safety and sustainability committee.

There were no meetings of the community collaboration and engagement committee in 2023 prior to its dissolution.

In addition to its standing committees, the board may establish ad hoc committees or special committees from time to time.

Two special committees of independent directors were active during 2022;

one that was established in September, 2021, and one that was established in September, 2022, both for the purposes of considering certain matters.

The special committees were chaired by D.W.

One special committee of independent directors was established in September, 2022 and remained active during 2023 for the purposes of considering certain matters.

The special committee was chaired by D.W.

Cornhill and consisted of the five independent directors.

The special committee was dissolved in February, 2024.

Number of meetings

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This includes seven regular meetings and one additional special meeting of the board.

With restrictions related to COVID-19 easing throughout the year, the majority of the board meetings in 2022 returned to an in-person format.

More information on the board’s activities in relation to COVID-19 can be found in the Risk oversight section starting on page 130 .

Meetings of the board and standing committees in 2023:

Safety and sustainability committee

collaboration

(a) In February 2023, the public policy and corporate responsibility committee was changed to the safety and sustainability committee.

(b) In May 2023, the board of directors approved the creation of the finance committee, and dissolved the community collaboration and engagement committee with the ongoing responsibilities of this committee being assumed by the safety and sustainability committee.

There were no meetings of the community collaboration and engagement committee in 2023 prior to its dissolution.

Attendance of our board members in 2023

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The following chart provides a summary of the attendance record of each of the directors in 2023.

The attendance record of each director nominee is also set out in his or her biographical information on pages 112 through 116 .

The attendance record of each director nominee is also set out in their biographical information within the nominee section.

The attendance chart also provides an overall view of the attendance per standing committee.

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Safety and sustainability

collaboration

Finance committee (b) Annual

— — — — — 1 of 1

4 of 4 2 of 2

(chair) 5 of 5 4 of 4 3 of 3 5 of 5 1 of 1 24 of 24 100%

4 of 4 2 of 2 5 of 5 4 of 4

(chair) 3 of 3 5 of 5 1 of 1 24 of 24 100%

4 of 4 2 of 2 5 of 5

4 of 4 3 of 3 5 of 5 1 of 1 24 of 24 100%

3 of 3 3 of 3 3 of 3 1 of 1 3 of 3 — 1 of 1 14 of 14 100%

Sutherland (d)

2 of 3 2 of 3 2 of 3 1 of 1 2 of 3 — 1 of 1 10 of 14 71%

98% 96% 96% 100% 94% 100% 100% 226 of 232

(a) In 2023, the public policy and corporate responsibility committee was changed to the safety and sustainability committee.

(a) In February 2023, the public policy and corporate responsibility committee was changed to the safety and sustainability committee.

There were no meetings of the community collaboration and engagement committee in 2023 prior to its dissolution.

Driscoll, J.N.

Floren and G.J.

Goldberg were elected to the board and its committees on May 2, 2023.

Mintz and D.S.

Sutherland retired from the board and its committees on May 2, 2023.

Prior to retirement, K.T.

Hoeg was the chair of the audit committee, J.M.

Mintz was the chair of the safety and sustainability committee, and D.S.

Sutherland was the chair of the executive resources committee.

Other public company directorships of our board members and nominees

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Cornhill AltaGas Ltd.

Diversified energy company ALA:TSX No committees

Diversified energy company ALA:TSX Environment, health and safety committee

Corson — — — —

Crocker — — — —

Driscoll Empire Company Limited Food retailing EMP.A:TSX Audit committee (chair),

Nominating and governance committee, and Corporate governance and social responsibility committee

Floren West Fraser Timer Co.

Ltd Basic Materials- Forest Products WFG:TSX Health, safety and environment committee (chair), and Human resources and compensation committee, and Governance and nominating committee

Nominating committee, and Corporate governance and social responsibility committee

Gildan Activewear Inc.

Apparel and Luxury GIL:TSX Audit and finance committee, Compensation and human resources committee

Floren West Fraser Timber Co.

Ltd Basic Materials- Forest Products WFG:TSX Health, safety and environment committee (chair), Human resources and compensation committee, and Governance and nominating committee

Goldberg BHP Group Limited Basic Materials- Other industrial Metals and mining BHP:ASX Sustainability committee (chair) and Nominations and governance committee

Hoeg New Flyer Industries Inc.

Manufacturer of heavy duty transit buses NFI:TSX Audit committee

Hubbs Nutrien Ltd.

Fertilizer manufacturing NTR:TSX, NYSE Human resources and compensation committee and Safety and sustainability committee (chair)

Mintz — — — —

GATX Corporation Commercial rail vehicles and aircraft engines – shipping GMT:NYSE Compensation committee (chair)

United States

Steel Corporation

Iron and steel X:NYSE Chairman of the board

Interlocking directorships of our board members

As of the date of this proxy circular, there are no interlocking public company directorships among the directors listed in this circular.

Crocker is a current director and has chosen not to stand for re-election at the annual meeting of shareholders.

Hansen is not currently a director and is being nominated for election as a director at the annual meeting of shareholders.

Interlocking directorships of our board nominees

As of the date of this proxy circular, there are no interlocking public company directorships among the nominees.

Director qualification and selection process

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The nominations and corporate governance committee assesses the work experience and other expertise each existing director possesses and whether the candidate is able to fill any gaps in such experience, expertise and diversity of age, regional association, gender and other diversity elements.

More detailed information on diversity of the board, including in connection with the director recruitment process in 2022, can be found at page 148 .

More detailed information on diversity of the board, including in connection with the director recruitment process that was completed in 2023, can be found at page 151 .

Consideration is also given to whether candidates possess the ability to contribute to the broad range of issues with which the board and its committees must deal, are able to devote the necessary amount of time to prepare for and attend board and committee meetings and are free of any potential legal impediment or conflict of interest.

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They are also expected to continue to be compatible with the criteria that led to their selection as nominees.

Under exceptional circumstances, the nominations and corporate governance committee, on the

request of the chairman, may continue to support the nomination of a director who has attained the mandatory retirement age.

In anticipation of K.T.

Mintz and D.S.

Sutherland reaching mandatory retirement age, the board and nominations and corporate governance committee began an extensive director recruitment process in 2021, including engaging executive search firms to cultivate a diverse selection of potential nominees.

The board reviewed the recruitment process on a regular basis, including discussing numerous candidates, conducting extensive interviews and ensuring that all board members had the opportunity to meet the candidates to ensure a strong fit for the board.

This process has resulted in three new nominees for the 2023 annual meeting, S.R.

Under exceptional circumstances, the nominations and corporate governance committee, on the request of the chairman, may continue to support the nomination of a director who has attained the mandatory retirement age.

Recently, the board and nominations and corporate governance committee completed an extensive director recruitment process in early 2023 in anticipation of three of the then-current directors reaching mandatory retirement age.

Throughout this process, the board reviewed the recruitment progress on a regular basis, including discussing numerous candidates, conducting extensive interviews and ensuring that all board members had the opportunity to meet the candidates to ensure a strong fit for the board.

It also included engaging executive search firms to cultivate a diverse selection of potential nominees.

This recruitment process resulted in three new directors being elected at the 2023 annual meeting, S.R.

Driscoll, J.N.

Floren and G.J.

Goldberg, to replace Ms.

Mintz and Mr.

Sutherland upon their retirement.

Driscoll brings extensive chief financial officer, chief executive officer and board experience through various roles at Ritchie Bros.

Auctioneers Incorporated, service as a director of Empire Company Limited and other corporate experience.

Floren is the former president and chief executive officer of Methanex Corporation, with over 37 years experience in the chemicals industry and currently serving on the board of West Fraser Timber Co.

Goldberg has more than 35 years of global experience including substantial chief executive officer experience in the mining industry, has served on various mining industry councils and organizations and is currently a nonemployee director of BHP Group Limited.

The board is pleased to welcome these highly experienced and successful individuals as nominees, and looks forward to their leadership and oversight for the company.

Goldberg, all of whom are standing for re-election at the 2024 annual meeting.

These new directors complement the board’s existing skillsets and expertise by providing additional experience in energy, business transition and capital allocation.

Director orientation, education and development

The company regularly provides in-depth presentations to the directors on relevant

and emerging issues and encourages continuing education opportunities.

The company regularly provides in-depth presentations to the directors on relevant and emerging issues and encourages continuing education opportunities.

The corporate secretary organizes an orientation program for all new directors.

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They also receive key governance and disclosure documents and a comprehensive board manual which contains a record of historical information about the company, by-laws, company policies, the charters of the board and its committees, other relevant company business information, information on directors’ duties and additional board related activities and calendars.

Shortly after their election to the board, S.R.

Driscoll, J.N.

Floren and G.J.

Goldberg being nominated for election for the first time this year, the corporate secretary plans to commence an extensive orientation program shortly after their election to the board.

Continuing education is provided to board and committee members through regular presentations by management, which focus on providing more in-depth information about key aspects of the business.

Goldberg completed an extensive orientation program with the company’s corporate secretary and senior managers of various departments.

Each new director participated in comprehensive onboarding sessions, including in-depth reviews of the company’s history, culture, practices, businesses and operations, risk framework, and ethics and other foundational policies, and in-depth reviews of legal and regulatory requirements, the Canadian climate framework, the company's emissions profile, emissions-related targets and plans for achieving such targets, and energy industry dynamics in general.

Hansen being nominated for election for the first time this year, the corporate secretary plans to provide an orientation shortly after his election to the board.

Board and committee members participate in continuing education and maintain oversight over company operations through regular presentations by management, which focus on providing and discussing more in-depth information about key aspects of the business.

Subject to exceptional circumstances, each year the board has an extended meeting that focuses on a particular area of the company’s operations and includes a visit to one or more of the company’s operating sites or a site of relevance.

These site visits help directors better understand the strengths and business opportunities unique to various operations and markets across the country, and enhance the board’s perspective of the integrated nature of the company’s business.

In September 2022, the board visited the Sarnia refinery, chemical plant and research centre for a tour of the facilities and presentations specific to the operations and research at Sarnia.

Throughout 2022, the board and its committees received regular presentations and updates that focused on performance, strategy and opportunities for the business.

Some of these presentations included ongoing reviews of upstream and downstream performance, plans and strategies, internal audit reviews, a pension management review, a review of harassment in workplace policy stewardship, community engagement strategy, litigation reviews, conflict of interest and ethics reviews and a competition and anti-corruption review.

Recognizing the importance of cybersecurity oversight for the company, the board was also provided an information technology and cybersecurity update including strategic cybersecurity priorities, key security initiatives and mitigation efforts and system improvements throughout the year.

The board continued to engage with management on pandemic specific topics throughout 2022, such as response and mitigation plans and actions, health and safety initiatives, strategic business actions and the company’s response to the gradual lessening of restrictions across Canada over the year.

In 2023, the board visited the Calgary research centre ("CRC"), the Kearl site and the Strathcona refinery, for a tour of the facilities and discussions specific to the operations and research at CRC, Strathcona and Kearl, including reviewing the mitigations and community engagement in respect of the Kearl environmental protection order.

Throughout 2023, one way in which the board and its committees exercised oversight was through regularly receiving and discussing presentations and updates that focused on performance, strategy and opportunities for the business.

Some of these sessions included ongoing reviews of upstream and downstream performance, plans and strategies, regular reviews and consideration of the company’s monitoring, assessment, mitigations and engagement relating to the Kearl environmental protection order, internal audit reviews, a pension management review, community engagement strategy, litigation reviews, conflict of interest and ethics reviews and a competition and anti-corruption review.

Recognizing the importance of cybersecurity oversight for the company, the board also reviewed and considered an information technology and cybersecurity update including strategic cybersecurity priorities, the evolving threat landscape, key security initiatives and metrics, business response plans, and mitigation efforts and system improvements throughout the year.

The board also reviewed presentations on the company’s risk assessment processes for forced labour and child labour in its supply chain to support implementation of Canadian disclosure requirements on this subject.

With strong market conditions and business performance throughout the year, the board focused on strategic direction, operational priorities, capital allocation and prioritizing shareholder returns.

This included reviews and approval of the acceleration of the company's normal course issuer bid and the completion of two substantial issuer bids during the year, as well as the sale of the company’s interests in XTO Energy Canada with proceeds used to reduce the company’s outstanding debt.

The board also reviewed and discussed the company’s various environmental, social and governance initiatives throughout the year, including the publication of the company’s advancing climate solutions and sustainability reports.

There was a continued focus by the board on the company’s progress with emissions reduction initiatives, including the company’s founding membership in the Oil Sands Pathways to Net Zero initiative and setting and tracking emissions reduction goals.

The board also undertook reviews of disclosure and emissions performance, safety performance and Canada climate policy updates.

More information on the board’s role in relation to the environment can be found in the Risk oversight section starting on page 130 .

This included reviews and approval of renewal and acceleration of the company's normal course issuer bid and the completion of one substantial issuer bid during the year.

The board also maintained oversight over the company’s various environmental, social and governance initiatives throughout the year, including considering and discussing the publication of the company’s advancing climate solutions and sustainability reports and reviewing the company's surplus site management process.

There was a continued focus by the board on the company’s progress with emissions reduction initiatives, including the company’s continued participation in the Oil Sands Pathways to Net Zero initiative and setting and tracking emissions reduction goals.

The board also undertook reviews of disclosure and emissions performance, safety performance, Canada climate policy updates and a review of the company's regulatory compliance framework and management system.

Please see the Risk oversight section for more information on the board’s role in relation to the environment.

Members of ExxonMobil’s management also provide reviews of various aspects of ExxonMobil’s global business.

In 2022, the directors received a presentation on ExxonMobil’s cybersecurity update, as well as an overview of ExxonMobil’s corporate strategy and the ExxonMobil Outlook for Energy.

Members of the board receive an extensive package of materials prior to each board meeting that provides a comprehensive summary on each agenda item to be discussed.

Similarly, the committee members also receive a comprehensive summary on each agenda item to be discussed by that particular committee.

In 2023, the directors considered presentations on ExxonMobil’s global internal audit process and strategy, cybersecurity, ExxonMobil’s corporate strategy, and its Global Outlook.

Prior to each board meeting, members of the board receive and review an extensive package of materials that provides a comprehensive summary on each agenda item to be discussed.

Similarly, the committee members also receive and review a comprehensive summary on each agenda item to be discussed by that particular committee.

Informational communications and other written publications or reports of interest to the directors are also forwarded routinely.

The board members are canvassed as to whether there are any additional topics relevant to the board or to a specific committee that they would like to see addressed, and management schedules presentations covering these areas.

In addition, at every meeting the board receives an extensive update from the chairman, president and chief executive officer on business environment trends, relevant geopolitical activities, federal government priorities, key provincial issues and competitor activities, as appropriate.

Directors are encouraged to participate in other continuing education programs and events to ensure their skills and knowledge remain current.

In 2023, one or more directors participated in continuing education provided by third parties pertaining to, among other things, board oversight of climate change and the energy transition, corporate disclosures, corporate governance and ethics, risk management, cybersecurity, artificial intelligence and internal audit.

Furthermore, the board recognizes the importance of the company's relationships with Indigenous communities and acknowledges the calls to action of the Truth and Reconciliation Commission of Canada, and all of the independent directors have completed the "4 Seasons of Reconciliation" course provided by the Indigenous Continuing Education Centre of the First Nations University of Canada.

Board performance assessment

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The nominations and corporate governance committee discuss a summary of these assessment outcomes in the first quarter of each year.

Beginning in 2024, the lead director and the chairman, president and chief executive officer will together lead the annual performance evaluation of the board.

More information about the new lead director position can be found in the section that follows, under the heading “Board and committee structure — Leadership structure”.

Board and committee structure

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The company has chosen to combine the positions of chairman, president and chief executive officer.

The board believes the interests of all shareholders are best served at the present time through a leadership model with a combined chairman and chief executive officer position.

The board believes the interests of all shareholders are best served at the present time through a leadership model with a combined chairman and chief executive officer position and an independent lead director selected by and from the independent directors.

Through more than 40 years of experience with ExxonMobil and Imperial, the current chief executive officer possesses an in-depth knowledge of the evolving energy industry supply and demand fundamentals and the array of challenges to be faced by the company.

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Further, the board has demonstrated its commitment and ability to provide independent oversight of management.

The company does not have a lead director.

While the chairman of the board is not an independent director, K.T.

Hoeg, chair of the executive sessions of the board, provides leadership for the independent directors.

The duties of the chair of the executive sessions include presiding at executive sessions, reviewing and modifying, if necessary, the agenda of the meetings of the board in advance to ensure that the board may successfully carry out its duties, and acting as a liaison with the chairman of the board, including the provision of feedback, as appropriate, from the executive sessions.

The position description of the chair of the executive sessions, as well as the purpose of those executive sessions, are fully described in paragraphs 9 (c) and (d) of the Board of Directors Charter attached as Appendix A.

The position description of the chief executive officer is fully described in paragraph 14 (a) of the Board of Directors Charter attached as Appendix A.

In February 2024, the board established a lead director position to further enhance independent board leadership.

Cornhill was appointed lead director.

Prior to the formation of the lead director position, D.W.

Cornhill provided leadership for the independent directors in his capacity as chair of the executive sessions of the board.

It is normally expected that the same director will serve as lead director for a minimum of two years.

The duties and responsibilities of the lead director include:

• act as liaison with the chairman, in consultation with the other directors, (provided however that each director will also be afforded direct and complete access to the chairman at any time as such director deems necessary or appropriate);

• calls, chairs and sets agendas for executive sessions of the independent directors;

• provides feedback to the chairman;

• chairs meetings of the board in the absence of the chairman;

• reviews and approves the schedule and agenda for all board and committee meetings and reviews associated materials distributed to the directors;

• advises the chairman as to the quality, quantity and timeliness of information flows;

• working together with the chairman, oversees the annual performance evaluation of the board;

• working together with the chair of the executive resources committee, oversees the annual performance review of the chief executive officer.

Compensation for the lead director is determined by the board on the recommendation of the nominations and corporate governance committee and will be reviewed annually.

Presently, the board has established the compensation for acting as lead director at $45,000 per year.

The position description of the lead director is fully described in paragraph 8 of the Board of Directors Charter attached as Appendix A.

Independent director executive sessions

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The independent directors held eight executive sessions in 2023.

The purposes of the executive sessions of the board include the following:

Following the establishment of the lead director position in 2024, the executive sessions of the board are chaired by the lead director.

The purposes of the executive sessions of the board include the following and are more fully described in paragraph 10 of the Board of Directors Charter attached as Appendix A:

• raising substantive issues that are more appropriately discussed in the absence of management;

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Crocker is also a member of each committee, with the exception of the audit committee, which is composed entirely of independent directors.

Corson is also a member of the community collaboration and engagement committee.

In 2023, the name of the public policy and corporate responsibility committee was changed to the safety and sustainability committee.

Crocker has chosen not to stand for re-election at the annual meeting of shareholders.

It is anticipated that if elected, director nominee N.A.

Hansen will also be a member of each committee, with the exception of the audit committee.

In February 2023, the public policy and corporate responsibility committee was changed to the safety and sustainability committee.

In May 2023, the board dissolved the community collaboration and engagement committee, with the ongoing responsibilities of that committee being assumed by the safety and sustainability committee.

At the same time, the board of directors approved the creation of the finance committee, reflecting the board’s responsibility for oversight of the company’s capital structure and allocation, financial policies, practices and strategies and significant investments.

Board committees work on key issues in greater detail than would be possible at full board meetings, allowing directors to more effectively discharge their stewardship responsibilities.

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• business continuity plans.

For a discussion on the company’s risk management in relation to executive compensation, see the Compensation discussion and analysis section starting on page 156 .

For a discussion on the company’s risk management in relation to executive compensation, see the Compensation discussion and analysis section.

The chairman, president and chief executive officer is charged with identifying the company’s principal risks and ensuring appropriate systems are in place to manage these risks.

The company incorporates external input in the identification and assessment of risks, including engaging directly with a variety of external stakeholders and communities, including policy makers, investors, customers, regulators, academics, Indigenous peoples, non-governmental organizations and industry associations on issues and opportunities of relevance to the company.

These risks included energy transition risks, operational risks, environmental and sustainability risks, and policy risks.

The board of directors is responsible for reviewing the principal risks and overseeing the implementation of the risk management system, with the various committees assisting in risk oversight for issues that fall under their responsibility.

This integrated risk management approach facilitates recognition and oversight of risk.

For example, the audit committee oversees the company’s system of internal accounting and financial controls, and the executive resources committee oversees the compensation programs and practices in relation to risk management.

For example, the audit committee oversees the company’s system of internal accounting and financial controls, the executive resources committee oversees the compensation programs and practices in relation to risk management, and the finance committee oversees risk management in connection with capital allocation and expenditures.

The safety and sustainability committee oversees the policies and practices that manage environment, health, safety and security risk.

This includes reviews of compliance with legislation and the assessment of public policy impacts on corporate performance, health and safety systems and performance, and the risks, actions and disclosure associated with climate change and the energy transition.

The committee regularly engages with senior management on climate matters and our environmental practices and performance, including reviews of, and briefings from subject-matter experts on, compliance with legislation and the assessment of public policy impacts on corporate performance, health and safety systems and performance, new technology developments, and the risks, actions and disclosure associated with climate change and the energy transition.

In 2023, this included an in-depth review of the company’s regulatory compliance framework and management processes through its operations integrity management system.

As part of this assessment, the committee reviews the company’s commitments to environmental sustainability priorities such as progressive reclamation, decommissioning and remediation, water conservation and use, air quality improvement, waste management and land use and biodiversity.

Additionally, the committee and board provides oversight over the company's emission reduction goals, including the company's announcement in 2022 to reduce greenhouse gas emissions intensity (Scope 1, 2) for its operated oil sands facilities by 30 percent by 2030 relative to 2016 levels.

Additionally, the committee and board provide oversight over the company's emission reduction goals and performance, including the company's target to reduce greenhouse gas emissions intensity (Scope 1, 2) for its operated oil sands facilities by 30 percent by 2030 (relative to 2016 levels).

As part of the company’s efforts to provide solutions that lower the greenhouse gas emissions intensity of its operations and to provide lower life-cycle emission products to its customers, Imperial has also implemented a company-wide goal to achieve net-zero emissions (Scope 1, 2) by 2050 in its operated assets through collaboration with government and other industry partners.

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Imperial's board is actively engaged and committed to overseeing the company's efforts as it pursues a strategy that is resilient to a wide range of potential pathways for society’s energy transition while continuing to grow shareholder value.

The COVID-19 pandemic and market conditions within the energy industry starting in 2020 has placed a significant emphasis on the board’s role in risk oversight.

Throughout 2022, the board remained fully engaged on the company’s business and emergency response plans, health and safety protocols, market conditions and the company’s response to the gradual lessening of restrictions across Canada over the year.

The board and its committees carry out their risk oversight responsibility through regular reviews and assessments.

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highlights in 2023

● Welcomed three newly elected directors to the board.

● Approved changes to the composition of the committees of the board and updated charters to reflect mandates of those committees.

● Carried out site visits to Kearl, Stathcona refinery, and the Calgary research centre.

● Engaged in active oversight of company’s response to Kearl environmental protection order

● Regularly discussed industry activity, market updates and company initiatives.

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● Discussed comprehensive company strategy for all business lines, including a focus on capital allocation and discipline.

● Implemented various mechanisms for enhancing shareholder returns, such as increasing the dividend, renewing and accelerating the company’s normal course issuer bid program, and two substantial issuer bids.

● Provided oversight in support of safety, environmental performance and sustainability.

● Regularly discussed climate change policies, risks, opportunities and the company’s climate strategy, including the company’s founding partnership in the Oil Sands Pathways to Net Zero initiative.

● Reviewed various stages of key projects such as Strathcona’s renewable diesel, Kearl in-pit tailings, Kearl autonomous haul vehicles and Cold Lake Grand Rapids Phase 1.

● Approved the sale of the company's interest in XTO Energy Canada.

● Conducted site visit to Sarnia including refinery, chemical plant and research centre.

● Regularly discussed climate change policies, risks, opportunities and the company’s climate strategy, including the company’s continued membership in the Oil Sands Pathways to Net Zero initiative.

● Expanded existing mechanisms for recovering certain executive compensation in the event of a material negative financial restatement, by adopting new policy in compliance with new Rule 10D-1 of the US Securities Exchange Act of 1934.

● Reviewed various stages of key projects such as Kearl in-pit tailings, Kearl autonomous haul vehicles, Cold Lake Grand Rapids Phase 1, Enhanced Bitumen Recovery Technology pilot, and approved Strathcona’s renewable diesel project.

oversight The company’s financial, execution and operational risk rests with management and the company is governed by well-established risk management systems.

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The board reviews the company’s information technology, systems and cybersecurity to ensure they adequately protect corporate information and assets.

In 2022, the board’s role in risk oversight included the company’s continued response to the COVID-19 pandemic and adaptation to the gradual lessening of restrictions across Canada over the year.

policy The company is committed to full, true and plain public disclosure of all material information in a timely manner, in order to keep security holders and the investing public informed about the company’s operations.

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The committee is satisfied that its activities over the year have fulfilled its mandate.

Committee members ● K.T.

Committee members ● S.R.

Driscoll (chair)

Hubbs (vice-chair)

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Financial expertise The company’s board of directors has determined that D.W.

Cornhill, K.T.

Hubbs and D.S.

Sutherland meet the definition of “audit committee financial expert”.

Cornhill, S.R.

Driscoll and M.C.

Hubbs meet the definition of “audit committee financial expert”.

Securities and Exchange Commission has indicated that the designation of an audit committee financial expert does not make that person an expert for any purpose, or impose any duties, obligations or liability on that person that are greater than those imposed on members of the audit committee and board of directors in the absence of such designation or identification.

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The committee is satisfied that its activities over the year have fulfilled its mandate.

Committee members ● D.S.

Sutherland (chair)

Committee members ● G.J.

Goldberg (chair)

Cornhill (vice-chair)

None of the members of the executive resources committee currently serves as a chief executive officer of another company.

meetings Seven meetings of the executive resources committee were held in 2022.

meetings Eight meetings of the executive resources committee were held in 2023.

highlights in

● Reviewed performance and approved compensation for CEO and other executive officers

● Evaluated performance and approved compensation for CEO and other executive officers.

● Approved overall compensation budget and incentive program for the company.

● Approved changes to non-executive restricted stock unit program

● Reviewed new policy relating to new Rule 10D-1 of the US Securities Exchange Act of 1934 for recovering certain executive compensation in the event of a material negative financial restatement, and related amendments to the short term incentive plan.

● Reviewed a number of workforce and organizational changes.

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relevant skills

and experience D.W.

Cornhill, K.T.

Hubbs and D.S.

Sutherland had extensive and lengthy experience in managing and implementing their respective companies’ compensation policies and practices in their past role as chief executive officers or members of senior management.

Cornhill, Ms.

Mintz and Mr.

Sutherland serve or have served on compensation committees of one or more public companies.

and experience All committee members had extensive and lengthy experience in managing and implementing their respective companies’ compensation policies and practices in their past role as chief executive officers or members of senior management.

Cornhill, S.R.

Driscoll, J.N.

Goldberg and M.C.

Hubbs serve or have served on compensation committees of one or more public companies.

Accordingly, committee members are able to use this experience and knowledge derived from their roles with other companies in judging the suitability of the company’s compensation policies and practices.

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Safety and sustainability committee

The role of the safety and sustainability committee is to review and monitor the company’s policies and practices in matters of the environment, health, safety, security and sustainability.

The role of the safety and sustainability committee is to oversee and monitor the company’s policies and practices in matters of the environment, health, safety, security and sustainability.

The committee monitors the company’s compliance with legislative, regulatory and corporate standards in these areas, and reviews trends and current and emerging public policy.

It also assesses the potential impacts of public policy on corporate performance.

The committee reviews safety and environmental performance, incidents and trends on a regular basis to ensure the company’s focus on the safety of its employees, contractors and stakeholders and on operating in an environmentally responsible manner.

It also assesses the potential impacts of public policy, climate change, and stakeholder and Indigenous relations on corporate performance, and oversees the company's community investment activities including charitable donations.

The committee evaluates safety and environmental performance, incidents and trends on a regular basis to ensure the company’s focus on the safety of its employees, contractors and stakeholders and on operating in an environmentally responsible manner.

It also provides oversight over sustainability and climate risk, including regular reviews and assessment of sustainability performance and initiatives, as well as climate risk within the company’s risk management system and the strategies to address these risks.

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The committee is satisfied that its activities over the year have fulfilled its mandate.

members ● J.M.

Mintz (chair)

Sutherland (vice-chair)

meetings Four meetings of the safety and sustainability committee were held in 2022.

members ● J.N.

Floren (chair)

Goldberg (vice-chair)

meetings Five meetings of the safety and sustainability committee were held in 2023.

highlights in

● Personnel and process safety systems, performance and incident review.

● Personnel and process safety systems, performance and incident review, including ongoing oversight and guidance for mitigations and community engagement in respect of the Kearl environmental protection order.

● Environmental performance review (greenhouse gas, other air emissions, water consumption).

● Updates on Canadian policy, regulatory change, potential impacts and Imperial’s advocacy strategies (air quality, plastics, UN Declaration on the Rights of Indigenous Peoples).

● Review of climate change policies, risks, potential impacts and Imperial’s advocacy and climate strategies.

● Review of Imperial’s Advancing Climate Solutions and Sustainability Reports and related environmental, social and corporate governance disclosures and Imperial’s disclosure strategy and plans.

● Updates on material Canadian policy developments.

● Updates on Pathways Alliance carbon capture utilization and storage (CCUS) activities.

● Review of the company’s Advancing Climate Solutions and Sustainability Reports and the company’s disclosure strategy and plans.

● The company invested more than $17.5M in Canadian communities in 2022 as reported using the London Benchmark Group model – a global standard for measuring and reporting community investment.

● In 2023, the company contributed over $16.5M through community benefit agreements to Indigenous communities.

● The company surpassed $5 billion in spending with Indigenous business since 2008, achieving the highest annual Indigenous business spend in 2023.

● Celebrated 20 years of support for Indspire, an organization that invests in the education of First Nations, Inuit and Métis people in Canada in 2023.

Through the company's support, Indspire has provided scholarships to more than 500 Indigenous students.

oversight The safety and sustainability committee reviews and monitors the company’s policies and practices in matters of environment, health, personnel and process safety and security, which policies and practices are intended to mitigate and manage risk in these areas.

This includes specific reviews with respect to climate risk and the company’s strategies to address these risks.

It also includes pandemic and emergency response and continuity planning, which is a significant focus of reviews and discussions in relation to the COVID-19 pandemic.

It also includes pandemic and emergency response and continuity planning, in relation to health pandemics and epidemics.

The committee receives regular reports from management on these matters.

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The committee is satisfied that its activities over the year have fulfilled its mandate.

Committee members ● D.W.

Cornhill (chair)

Mintz (vice-chair)

Committee members ● M.C.

Hubbs (chair)

Floren (vice-chair)

Cornhill ● G.J.

Number of meetings Six meetings of the nominations and corporate governance committee were held in 2023.

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● Engagement in board and committee self-assessment.

● Recommendation of director compensation and increase to share ownership requirements.

● Continued oversight of director recruitment process.

● Recommendation for special committees to consider certain matters.

● Review of director compensation principles.

● Continued oversight and completion of director recruitment process with three new directors joining the board upon election at the 2023 shareholder meeting.

● Recommendation for changes to the composition of the committees of the board and recommendations for changes to the charters to reflect mandates of those committees.

Role in risk oversight The nominations and corporate governance committee oversees risk by implementing an effective program for corporate governance, including board composition and succession planning.

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Crocker’s participation helps to ensure an objective nominations process and assists the deliberations of this committee by bringing the views and perspectives of the majority shareholder.

Community collaboration and engagement committee

The role of the community collaboration and engagement committee is to oversee all of the company’s community investment activities, including charitable donations.

The formal mandate of the committee can be found within the Community Collaboration and Engagement Committee Charter in Appendix A of this circular.

Finance committee

The role of the finance committee is to provide oversight and guidance regarding the corporation’s capital structure/capital allocation, financial policies, practices and strategies.

The formal mandate of the committee can be found within the Finance Committee Charter in Appendix A of this circular.

The committee is satisfied that its activities over the year have fulfilled its mandate.

members ● M.C.

Hubbs (chair)

Hoeg (vice-chair)

One meeting of the community collaboration and engagement committee was held in 2022.

members ● D.W.

Cornhill (chair)

Driscoll (vice-chair)

Five meetings of the finance committee were held in 2023.

highlights in

● Imperial invested more than $17M in Canadian communities in 2021 as reported using the London Benchmark Group model – a global standard for measuring and reporting community investment.

● In 2022, Imperial paid more than $18M through community benefit agreements to Indigenous communities.

● Imperial surpassed $4 billion in spending with Indigenous business since 2008 and achieved its highest annual Indigenous business spent in 2022.

● In response to growing stakeholder expectations to demonstrate ESG in action and related reporting standards, we further focused our social investment strategy and relationships to align with our sustainability pillars:

climate, Reconciliation, inclusion and diversity, mental health and land conservation and water protection.

● Contributed $150K over three years to Quest Canada to support net-zero pathways for Indigenous communities in our operating areas.

● Donated $300,000 to KidSport to improve access to sport and drive positive mental health as part of our Fuel What Matters 3.0 campaign.

● Planted more than 25,000 trees in urban areas of Southern Ontario.

● Grew employee giving and volunteer matching ImpACT program – more than $550,000 given to nearly 850 charities and non-profits across Canada in 2022.

● Raised nearly $2.7M in United Way campaign from employee/annuitant and corporate donations.

Independence The majority of the members of the community collaboration and engagement committee are independent (five out of seven) with the exception of B.W.

Corson and M.R.

● Review and recommendation of the company’s corporate and finance plans including the capital budget.

● Review and recommendation of dividend declarations.

● Review and recommendation of share buyback programs.

Role in risk oversight The finance committee oversees risk by implementing and overseeing effective policies, practices and procedures, and by carefully considering various risk and other factors in connection with specific proposals for capital expenditures, budget additions and strategic initiatives and plans.

Independence The members of the finance committee are independent, with the exception of M.R.

Director compensation

Director compensation discussion and analysis

Directors’ compensation is intended to align the long-term

financial interests of the directors with those of the shareholders.

Directors’ compensation is intended to align the long-term financial interests of the directors with those of the shareholders.

Nonemployee director compensation levels are reviewed by the nominations and corporate governance committee each year, and resulting recommendations are presented to the full board for approval.

The committee relied on an internally-led assessment to provide competitive compensation and market data for directors’ compensation, which assisted the committee in making a compensation recommendation for the company’s directors.

The internally-led assessment included a review of industry survey data, with this data being provided by an independent external consultant.

The internally-led assessment included a review of data from benchmark companies, with this data being provided by an independent external consultant.

The internal assessment maintained the compensation design philosophy, objectives and principles, and was consistent with previous methodology used in this analysis.

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Cenovus Energy Inc.

Bank of Nova Scotia

Enbridge Inc.

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Parkland Fuel Corporation

Suncor Energy Inc.

Royal Bank of Canada

TC Energy Corporation

Sun Life Financial Inc.

Suncor Energy Inc.

Teck Resources Limited

TC Energy Corporation

TELUS Corporation

Thomson Reuters Corporation

The Toronto-Dominion Bank

Hedging policy

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(a) The nonemployee directors may elect to take all or a portion of the cash retainer in the form of deferred share units.

Nonemployee directors who are appointed to the board during any given year receive the full restricted stock unit grant and a prorated cash retainer based on the date of appointment.

Nonemployee directors who are elected or appointed to the board during the year receive the full restricted stock unit grant and a pro-rated cash retainer based on the appointment or election date.

In addition to compensation for board membership, the board determines the compensation for special committee membership when the committee is established.

For the special committee established in September, 2021, the board approved a 2022 cash retainer of $15,000 for the chair and $10,000 for members.

There was no cash retainer in connection with the special committee established in September, 2022.

There was no cash retainer in connection with the special committee that was in place during 2023.

Equity based compensation

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Cornhill 0 100

Sutherland 0 100

Sutherland (b)

Driscoll, J.N.

Goldberg were elected to the board and its committees on May 2, 2023.

Mintz and D.S.

Sutherland retired from the board and its committees on May 2, 2023.

The number of deferred share units granted to a nonemployee director is determined at the end of each calendar quarter for that year, according to the following calculation:

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Cornhill 110,000 3,300 — 110,000 254,496 58,331 422,827

Hoeg 120,000 3,300 — 120,000 239,646 98,580 458,226

Driscoll 82,500 3,300 — 82,500 254,496 673 337,669

Floren 82,500 3,300 — 82,500 254,496 673 337,669

Goldberg 82,500 3,300 — 82,500 254,496 673 337,669

55,000 — — 55,000 — 85,346 140,346

Hubbs 110,000 3,300 — 110,000 254,496 62,032 426,528

Mintz 120,000 3,300 55,000 65,000 239,646 91,213 450,859

Sutherland 120,000 3,300 — 120,000 239,646 87,492 447,138

55,000 — — 55,000 — 80,009 135,009

Sutherland (b)

55,000 — — 55,000 — 102,176 157,176

(a) As directors employed by the company or Exxon Mobil Corporation in 2023, B.W.

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Crocker did not receive compensation for acting as directors.

Cornhill was chair of the special committees.

(c) “Total fees paid in cash” is the portion of the “Annual retainer for board membership and special committee” that the director elected to receive as cash.

Driscoll, J.N.

Goldberg were elected to the board on May 2, 2023.

and their “Annual retainer for board membership” has been pro-rated accordingly.

Mintz and D.S.

Sutherland retired from the board on May 2, 2023 and their “Annual retainer for board membership” has been prorated accordingly.

(c) “Total fees paid in cash” is the portion of the “Annual retainer for board membership” that the director elected to receive as cash.

This amount is reported as “Fees earned” in the Director compensation table on page 146 .

(d) “Total value of deferred share units” is the portion of the “Annual retainer for board membership and special committee” that the director elected to receive as deferred share units, as set out in the previous table on page 141 .

(d) “Total value of deferred share units” is the portion of the “Annual retainer for board membership” that the director elected to receive as deferred share units, as set out in the previous table on page 143 .

This amount plus the “Total value of restricted stock units” amount is shown as “Share-based awards” in the Director compensation table on page 146 .

(e) The values of the restricted stock units shown are the number of units multiplied by the closing price of the company’s shares on the date of grant, December 4, 2023 ($77.12).

(f) Amounts under “All other compensation” consist of dividend equivalent payments on unvested restricted stock units and the value of additional deferred share units granted in lieu of dividends on unvested deferred share units.

(f) Amounts under “All other compensation” consist of dividend equivalent payments on unvested restricted stock units, the value of additional deferred share units granted in lieu of dividends on unvested deferred share units, and the value of premiums paid by the company for accidental death and dismemberment (AD&D) insurance.

In 2023, D.W.

Cornhill received $18,330 in dividend equivalent payments on restricted stock units and additional deferred share units valued at $17,514 in lieu of dividends on deferred share units.

Hoeg received $21,918 in dividend equivalent payments on restricted stock units and additional deferred share units valued at $76,662 in lieu of dividends on deferred share units.

Hubbs received $14,976 in dividend equivalent payments on restricted stock units and additional deferred share units valued at $22,472 in lieu of dividends on deferred share units.

Mintz received $21,918 in dividend equivalent payments on restricted stock units and additional deferred share units valued at $69,295 in lieu of dividends on deferred share units.

Sutherland received $21,918 in dividend equivalent payments on restricted stock units and additional deferred share units valued at $65,574 in lieu of dividends on deferred share units.

Cornhill received $30,892 in dividend equivalent payments on restricted stock units, additional deferred share units valued at $27,307 in lieu of dividends on deferred share units and insurance premiums of $132.

S.R Driscoll received additional deferred share units valued at $585 in lieu of dividends on deferred share units and insurance premiums of $88.

Floren received additional deferred share units valued at $585 in lieu of dividends on deferred share units and insurance premiums of $88.

Goldberg received additional deferred share units valued at $585 in lieu of dividends on deferred share units and insurance premiums of $88.

Hoeg received $33,776 in dividend equivalent payments on restricted stock units, additional deferred share units valued at $51,526 in lieu of dividends on deferred share units, and insurance premiums of $44.

Hubbs received $27,876 in dividend equivalent payments on restricted stock units, additional deferred share units valued at $34,024 in lieu of dividends on deferred share units, and insurance premiums of $132.

Mintz received $33,776 in dividend equivalent payments on restricted stock units, additional deferred share units valued at $46,189 in lieu of dividends on deferred share units, and insurance premiums of $44.

Sutherland received $33,776 in dividend equivalent payments on restricted stock units, additional deferred share units valued at $68,356 in lieu of dividends on deferred share units, and insurance premiums of $44.

Director compensation table

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Cornhill — 364,496 — — — 58,331 422,827

Driscoll — 336,996 — — — 673 337,669

Floren — 336,996 — — — 673 337,669

Goldberg — 336,996 — — — 673 337,669

Hoeg — 55,000 — — — 85,346 140,346

5 unchanged sentences

Crocker did not receive compensation for acting as directors.

Driscoll, J.N.

Goldberg were elected to the board on May 2, 2023.

and their compensation has been pro-rated accordingly.

Mintz and D.S.

Sutherland retired from the board on May 2, 2023 and their compensation has been pro-rated accordingly.

(b) Represents all fees awarded, earned, paid or payable in cash for services as a director.

The nonemployee directors are able to receive all or part of their directors’ fees in the form of deferred share units.

(c) Represents the value of the restricted stock units (calculated by multiplying the number of units by the closing price of the company’s shares on the date of grant), plus the value of deferred share units (calculated by the portion of the “Annual retainer for board membership and special committee” that the director elected to receive as deferred share units as noted on page 141 ).

(d) Amounts under “All other compensation” consist of dividend equivalent payments on unvested restricted stock units and the value of additional deferred share units granted in lieu of dividends on unvested deferred share units.

(c) Represents the value of the restricted stock units (calculated by multiplying the number of units by the closing price of the company’s shares on the date of grant), plus the value of deferred share units (calculated by the portion of the “Annual retainer for board membership” that the director elected to receive as deferred share units as noted on page 143 ).

(d) Amounts under “All other compensation” consist of dividend equivalent payments on unvested restricted stock units, the value of additional deferred share units granted in lieu of dividends on unvested deferred share units, and the value of premiums paid by the company for accidental death and dismemberment (AD&D) insurance.