IMPERIAL OIL LTD 10-K

Item 5. Market for registrant’s common equity, related stockholder matters and issuer purchases of equity securities Market information The company’s common shares are listed and trade on the Toronto Stock Exchange in Canada, and have unlisted trading privileges and trade on the NYSE American LLC in the United States. The symbol for the company’s common shares on these exchanges is IMO. As of February 15, 2024 there were 9,026 holders of record of common shares of the company. Information for security holders outside Canada Cash dividends paid to shareholders resident in countries with which Canada has an income tax convention are usually subject to a Canadian non-resident withholding tax of 15 percent, but may vary from one tax convention to another. The withholding tax is reduced to 5 percent on dividends paid to a corporation resident in the U.S. that owns at least 10 percent of the voting shares of the company. The company is a qualified foreign corporation for purposes of the reduced U.S. capital gains tax rates, which are applicable to dividends paid by U.S. domestic corporations and qualified foreign corporations. There is no Canadian tax on gains from selling shares or debt instruments owned by non-residents not carrying on business in Canada, as long as the shareholder does not, in any given 60 month period, own 25 percent or more of the shares of the company. Canada has approved several positions with respect to the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting ("MLI") , which may impact the taxability of dividends and capital gains in Canada if the shareholder’s country of residence has also approved these same positions of the MLI. During the fourth quarter, the company did not issue or sell any unregistered equity securities. Securities authorized for issuance under equity compensation plans Sections of the company’s management proxy circular are contained in the "Proxy information section", starting on page 112 . The company’s management proxy circular is prepared in accordance with Canadian securities regulations. Reference is made to the section under the "Company executives and executive compensation": • Entitled "Performance graph" within the "Compensation discussion and analysis" section on page 169 of this report; and • Entitled "Equity compensation plan information", within the "Compensation discussion and analysis", on page 182 of this report. 33 Issuer purchases of equity securities Total number of shares purchased Average price paid per share (Canadian dollars) Total number of shares purchased as part of publicly announced plans or programs Maximum number of shares that may yet be purchased under the plans or programs (a) (b) October 2023 (October 1 - October 31) 11,722,035 81.72 11,722,035 — November 2023 (November 1 - November 30) — — — — December 2023 (December 1 - December 31) 19,108,280 78.50 19,108,280 — (a) On June 27, 2023, the company announced by news release that it had received final approval from the Toronto Stock Exchange for a new normal course issuer bid to continue its existing share purchase program. 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. This maximum included shares purchased under the normal course issuer bid and from Exxon Mobil Corporation concurrent with, but outside of, the normal course issuer bid. As in the past, Exxon Mobil Corporation advised the company that it intended to participate to maintain its ownership percentage at approximately 69.6 percent. Imperial accelerated share purchases under the normal course issuer bid program, and the program completed on October 19, 2023 as a result of the company purchasing the maximum allowable number of shares under the program. (b) 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. The company will continue to evaluate the renewal of its normal course issuer bid share purchase program in June 2024 in the context of its overall capital activities. Purchase plans may be modified at any time without prior notice. Item 7. Management’s discussion and analysis of financial condition and results of operations Reference is made to the section entitled "Management’s discussion and analysis of financial condition and results of operations" in the "Financial section", starting on page 49 of this report.