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Information for security holders outside Canada
−Removed: Cash dividends paid to shareholders resident in countries with which Canada has an income tax convention are usually subject to a Canadian non-resident withholding tax of 15 percent, but may vary from one tax convention to another.
+Added: Cash dividends paid to shareholders resident in the United States are, under the Canada-US income tax convention, subject to a Canadian non-resident withholding tax of 15 percent.
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.
+Added: The rate of withholding applicable to other jurisdictions may vary.
The company is a qualified foreign corporation for purposes of the reduced U.S.
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domestic corporations and qualified foreign corporations.
−Removed: There is no Canadian tax on gains from selling shares or debt instruments owned by non-residents not carrying on business in Canada, as long as the shareholder does not, in any given 60 month period, own 25 percent or more of the shares of the company.
+Added: There is no Canadian tax on gains from selling shares 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.
+Added: The foregoing tax information is not intended to provide legal or tax advice, and shareholders are encouraged to consult a professional advisor with respect to all tax-related issues.
During the fourth quarter, the company did not issue or sell any unregistered equity securities.
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The company’s management proxy circular is prepared in accordance with Canadian securities regulations.
−Removed: Reference is made to the section under the "Company executives and executive compensation":
+Added: Reference is made to the sections under the "Company executives and executive compensation":
• Entitled "Performance graph" within the "Compensation discussion and analysis" section on page 166 of this report;
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Average price paid
−Removed: (Canadian dollars)
+Added: (Canadian dollars) (a)
Total number of
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under the plans or
−Removed: programs (a) (b)
(October 1 - October 31)
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(December 1 - December 31)
−Removed: (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.
+Added: (a) Excludes 2 percent tax on repurchases of equity.
+Added: (b) On June 24, 2024, 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 then-existing share purchase program.
The program enabled the company to purchase up to a maximum of 26,791,840 common shares during the period June 29, 2024 to June 28, 2025.
−Removed: This maximum included shares purchased under the normal course issuer bid and from Exxon Mobil Corporation concurrent with, but outside of, the normal course issuer bid.
+Added: This maximum included shares purchased under the normal course issuer bid from Exxon Mobil Corporation.
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.
−Removed: 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.
−Removed: (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.
−Removed: 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.
−Removed: 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.
+Added: Imperial accelerated share purchases under the normal course issuer bid program, and the program completed on December 19, 2024 as a result of the company purchasing the maximum allowable number of shares under the program.
The company will continue to evaluate the renewal of its normal course issuer bid share purchase program in June 2025 in the context of its overall capital activities.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.