What changed in this filing

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Item 9A. Controls and Procedures

2025-02-19 compared with 2024-02-28 · 755 added, 755 removed, 3245 unchanged (32% 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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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 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 retired from the board on May 2, 2023 as they reached the company's mandatory retirement age for directors.

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 8, 2025 (the "2025 Annual Meeting").

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

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

Corson, current chairman, president and chief executive officer, is a current director and has chosen not to stand for re-election.

On February 12, 2025, Mr.

Corson announced his intention to retire at the conclusion of the 2025 Annual Meeting.

Corson has resigned from his position as president effective April 1, 2025, and he has resigned from the chairman and chief executive officer positions effective at the conclusion of the 2025 Annual Meeting.

On February 12, 2025, the board of directors appointed Mr.

Whelan (i) as president of the company effective April 1, 2025, (ii) as chief executive officer of the company effective at the conclusion of the 2025 Annual Meeting, and (iii) provided that he is elected as a director at the 2025 Annual Meeting, as chairman of the board effective at the conclusion of such meeting.

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

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• "Ethical business conduct", starting on page 148 of this report;

• "Restrictions on insider trading", starting on page 149 of this report;

• "Largest shareholder", on page 152 of this report.

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Security ownership of certain beneficial owners and management and related stockholder matters

The following table sets forth, to the extent known by the company or ascertainable from public filings, each person, or group of affiliated persons, who is known by the company to beneficially own greater than 5.0% of the company's outstanding common shares as of December 31, 2024.

Any fractional shares have been rounded to the nearest whole share.

Title of Class Name and Address of

Beneficial Owner Aggregate and Nature of Beneficial Ownership Percent of Class

Common Shares Exxon Mobil Corporation

22777 Springwoods Village Parkway

Spring, Texas 77389 (a)

354,294,928 69.6%

Common Shares FMR LLC

245 Summer Street

Boston, Massachusetts 02210 (b) (c)

43,014,477 (c)

(a) As of February 14, 2025, Exxon Mobil Corporation has sole voting and dispositive power with respect to 354,294,928 shares of the company's common shares.

(b) The company is permitted to rely on the information set forth in the referenced filings and has no reason to believe that the information is incomplete or inaccurate or that the beneficial owner should have filed an amended report and did not.

Johnson with the SEC on February 12, 2025.

As of December 31, 2024, (i) FMR LLC and Abigail P.

Johnson each have beneficial ownership of the same 43,014,477 of the company's common shares, which shares are owned by FMR LLC, certain of its subsidiaries and affiliates, and other companies, (ii) FMR LLC has sole voting power with respect to 31,051,356 shares of those shares, and (iii) FMR LLC and Abigail P.

Johnson each have sole dispositive power with respect to all such shares.

Sections of the company’s management proxy circular are contained in the "Proxy information section", starting on page 111 .

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Reference is made to the section under "Company executives and executive compensation" entitled "Equity compensation plan information", within the "Compensation discussion and analysis" section, on page 177 of this report.

Reference is made to the section under "Corporate governance disclosure" entitled "Largest shareholder", on page 154 of this report.

Reference is also made to the security ownership information for directors and executive officers of the company under the preceding Items 10 and 11.

The compensation of the directors and executive officers of the company for the year ended December 31, 2024 is described in the sections under "Nominees for director" starting on page 112 , "Director compensation" starting on page 140 and "Company executives and executive compensation" starting on page 153 .

The following table shows the number of Imperial Oil Limited and Exxon Mobil Corporation common shares owned and restricted stock units held by each named executive officer, and the incumbent directors and executive officers as a group, as of February 15, 2024.

The following table shows the number of Imperial Oil Limited and Exxon Mobil Corporation common shares and restricted stock units beneficially owned by each named executive officer, and the incumbent directors and executive officers as a group, as of February 14, 2025.

Imperial Oil Limited Exxon Mobil Corporation

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Lyons — 132,200 14,064 —

Younger — 66,100 11,025 10,300

Jolly 13,498 76,300 — —

Evers 2,922 39,600 — —

Gomez-Smith — 20,900 17,606 33,300

Burgess 106 61,950 — —

Laing 6,222 52,200 — —

Incumbent directors and executive

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(a) No common shares are beneficially owned by reason of exercisable options.

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 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.

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

The directors and officers as a group own 0.01 percent of the outstanding shares of Imperial Oil Limited, and 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 152 of this report.

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

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 finance committee under the relevant standards.

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.

Hansen 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 finance committee under the relevant standards.

As an employee of Exxon Mobil Corporation, N.A.

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

Principal accountant fees and services

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The audit committee of the board of directors recommends that PricewaterhouseCoopers LLP (PwC) be reappointed as the auditor of the company until the close of the next annual meeting.

PwC has been the auditor of the company for more than five years and are located in Calgary, Alberta.

PwC has been the auditor of the company for more than five years and is located in Calgary, Alberta.

PwC is a participating audit firm with the Canadian Public Accountability Board and the Public Company Accounting Oversight Board (United States) (PCAOB).

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Restated certificate and articles of incorporation of the company (Incorporated herein by reference to Exhibit (3.1) to the company’s Form 8-K filed on May 3, 2006 (File No.

By-laws of the company (Incorporated herein by reference to Exhibit (3)(ii) to the company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No.

Amended and Restated By-Law No.

1 of the company, dated September 17, 2024 (Incorporated herein by reference to Exhibit (3.1) to the company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (File No.

Description of capital stock.

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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.

Amended Short Term Incentive Program, as amended effective December 1, 2023 (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, 2023 (File No.

Insider Trading and Blackout Guidelines

(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.

SEC Rule 10D-1 Policy for the Recovery of Erroneously Awarded Compensation effective December 1, 2023 (Incorporated herein by reference to Exhibit (97) of the company's Annual Report on Form 10-K for the year ended December 31, 2023 (File No.

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

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(Principal financial officer and principal accounting officer)

/s/ Matthew R.

/s/ Sharon R.

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ROCE is a non-GAAP ratio.

From the perspective of the business segments, ROCE is annual business segment net income divided by average business segment capital employed (an average of the beginning and end-of-year amounts).

Segment net income includes Imperial’s share of segment net income of equity companies, consistent with the definition used for capital employed, and excludes the cost of financing.

The company's total ROCE is net income excluding the after-tax cost of financing divided by total average capital employed (an average of the beginning and end-of-year amounts).

Net income includes Imperial’s share of net income of equity companies, consistent with the definition used for capital employed, and excludes the cost of financing.

Capital employed is a non-GAAP financial measure and is disclosed and reconciled above.

The company’s total ROCE is net income excluding the after-tax cost of financing divided by total average capital employed.

The company has consistently applied its ROCE definition for many years and views it as one of the best measures of historical capital productivity in a capital-intensive, long-term industry.

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17.9 18.7 27.6

Cash flows from operating activities and asset sales

Cash flows from (used in) operating activities and asset sales

Cash flows from operating activities and asset sales is a non-GAAP financial measure that is the sum of the net cash provided by operating activities and proceeds from asset sales reported in the Consolidated statement of cash flows.

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Operating costs

Operating costs is a non-GAAP financial measure that are the costs during the period to produce, manufacture, and otherwise prepare the company’s products for sale – including energy costs, staffing and maintenance costs.

It excludes the cost of raw materials, taxes and interest expense and are on a before-tax basis.

Operating costs is a non-GAAP financial measure that is the costs during the period to produce, manufacture, and otherwise prepare the company’s products for sale – including energy costs, staffing and maintenance costs.

It excludes the cost of raw materials, taxes and interest expense and is presented on a before-tax basis.

The most directly comparable financial measure that is disclosed in the financial statements is total expenses within the company’s Consolidated statement of income.

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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.

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

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 reportable segments are Upstream, Downstream, Chemicals, and Corporate and other.

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

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

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

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

All major investments are reappraised to ensure the company learns from its investment decisions, and the development and execution of the project.

Lessons learned are incorporated into future projects.

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the scale and variety of energy needs worldwide;

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

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

greenhouse gas emission-reduction technologies;

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

Key unknowns include yet-to-be-developed government policies, market conditions, and advances in technology that may influence the cost, pace, and potential availability of certain pathways.

Key unknowns include yet-to-be-developed or changes in developed government policies, market conditions, and advances in technology that may influence the cost, pace, and potential availability of certain pathways.

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

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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.

By 2050, the world’s population is projected to be around 9.7 billion people, or nearly 2 billion more than in 2023.

Coincident with this population increase, the Outlook projects worldwide economic growth to average approximately 2.5 percent per year, with economic output nearly doubling by 2050 compared to 2023.

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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This increase in energy demand is expected to be driven by developing countries (i.e., those that are not member nations of the Organization for Economic Co-operation and Development (OECD)).

By contrast, energy use in developed nations is expected to decline by more than 10 percent as efficiency improves.

As expanding prosperity drives global energy demand higher, increasing use of energy-efficient technologies and practices, as well as lower-emission products, will continue to help significantly reduce energy consumption and CO 2 emissions per unit of economic output over time.

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 about 80 percent from 2021 to 2050, with developing countries likely to account for over 75 percent of the increase.

Under the Outlook, global electricity demand is expected to increase more than 75 percent from 2023 to 2050, with developing countries likely to account for approximately 80 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.

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From 2023 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 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.

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.

Electricity from wind and solar is expected to increase more than 450 percent, helping total renewables (including other sources, e.g., hydropower) to account for approximately 90 percent of the increase in electricity supplies through 2050.

Total renewables are expected to reach over 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.

Energy for transportation - including cars, trucks, ships, trains, and airplanes - is expected to increase by about 25 percent from 2023 to 2050.

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

By 2050, light-duty vehicles are expected to account for around 20 percent of global liquid fuels demand.

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Combined residential and commercial energy demand is projected to rise by around 15 percent through 2050.

Led by the growing economies of developing nations, average worldwide household electricity use will rise about 75 percent between 2021 and 2050.

Led by the growing economies of developing nations, average worldwide household electricity use is expected to rise more than 65 percent between 2023 and 2050.

Liquid fuels provide the largest share of global energy supplies today reflecting broad-based availability, affordability, ease of transportation, and fitness as a practical solution to meet a wide variety of needs.

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these supplies will remain important, and significant development activity is expected to offset much of the natural declines from these fields.

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.

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

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.

Global natural gas demand is expected to rise more than 20 percent from 2023 to 2050, with approximately 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.

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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 two thirds 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 70 percent 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.

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Total renewable energy is expected to exceed 20 percent of global energy by 2050, with other renewables (e.g., biomass, hydropower, geothermal) contributing a combined share of more than 10 percent.

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 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.

Total energy supplied from wind and solar is expected to increase rapidly, growing over 400 percent from 2023 to 2050, when they are projected to be nearly 12 percent of the world energy mix.

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

The Outlook projects that oil demand will remain above 100 million barrels per day to 2050.

And even under the average of IPCC Likely Below 2°C scenarios, oil demand still comes to 66 million barrels per day in 2050 – about two thirds of current consumption.

The Outlook shows oil production declines at a rate of about 15 percent per year.

At that rate, in the absence of continued investment, by 2030 oil supplies would fall from 100 million barrels per day to less than 30 million barrels, more than 70 million barrels per day short of what is needed to meet demand.

Limiting investment to only existing fields would slow the decline to about 4 percent, however, this would still be well below the oil demand in the IEA APS and average of IPCC Likely Below 2°C scenarios.

To meet projected demand, 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.

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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 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.

The Outlook reflects an environment with increasingly stringent climate policies and seeks to identify potential impacts of these climate related government policies, which often target specific sectors.

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.

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 Nationally Determined Contributions (NDCs) that are submitted by nations that are signatories to the Paris Agreement, 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.

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.

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 will continue to evaluate and deploy technologies such as oil sands technologies that use less steam, carbon capture and storage, energy efficiency projects, and low-emissions fuels.

Decisions to deploy these technologies will be informed by market conditions and government policies.

Recent business environment

Prior to the COVID-19 pandemic, many companies in the industry invested below the levels needed to maintain or increase production capacity to meet anticipated demand.

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.

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.

During 2024, the price of crude oil remained relatively consistent with the 2023 full-year average, as markets remained balanced.

In addition, the Canadian WTI/WCS spread narrowed versus the 2023 full-year average.

Refining margins declined in 2024 from 2023 levels as increased supply from industry capacity additions outpaced global 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.

Inflation has trended down since 2023 as a result of aggressive monetary tightening by major central banks and slowing global economic growth.

In Canada, inflation has declined towards the Bank of Canada's target.

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

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Net income in 2024 was $4,790 million, or $9.03 per share on a diluted basis, compared to $4,889 million, or $8.49 per share in 2023.

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.

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 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.

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

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Risk factors".

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.

The company continually evaluates opportunities, including the pace of development for the Aspen project.

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

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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.

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

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.

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Upstream full-year production averaged 433,000 gross oil-equivalent barrels per day.

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 76,000 gross oil-equivalent barrels per day.

At Kearl, gross production was about 281,000 barrels per day (200,000 barrels Imperial’s share), which is an increase of about 11,000 barrels per day (9,000 barrels Imperial's share) compared to 2023 , as a result of improved mine fleet productivity and optimized turnaround.

At Cold Lake, annual production averaged 148,000 barrels per day, which is an increase of about 13,000 barrels per day compared to 2023, primarily driven by Grand Rapids.

At Syncrude, annual production averaged 75,000 barrels per day, which is a decrease of about 1,000 barrels per day compared to 2023.

As described in more detail in "Item 1A.

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millions of Canadian dollars

Price – Average bitumen realizations increased by $7.11 per barrel, primarily driven by the narrowing WTI/WCS spread and lower diluent costs, partially offset by lower marker prices.

Synthetic crude oil realizations decreased by $3.66 per barrel, primarily driven by a weaker Synthetic/WTI spread and lower WTI.

Volume – Higher volumes were primarily driven by Grand Rapids production at Cold Lake, as well as improved mine fleet productivity and optimized turnaround at Kearl.

Royalty – Higher royalties were primarily driven by higher volumes and prices.

Other – Primarily due to lower operating expenses of about $210 million, mainly driven by lower energy prices, and favourable foreign exchange impacts of about $120 million, partially offset by lower electricity sales at Cold Lake due to lower prices.

2023 Net income (loss) factor analysis

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.

Volume – 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.

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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.

Average bitumen realizations increased by $26.76 per barrel, generally in line with WCS, and synthetic crude oil realizations increased by $43.85 per barrel.

Volumes – Lower volumes were primarily the result of downtime at Kearl in the first half of the year, partly offset by higher production at Syncrude and Cold Lake.

Royalty – Higher royalties primarily driven by improved commodity prices.

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.

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

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Natural gas liquids (per barrel)

— 64.92 35.87

Natural gas (per thousand cubic feet)

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Bitumen sales, including diluent (c)

NGL sales (d)

NGL sales — — 1

Natural gas - production and production available for sale (a)

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gross net gross net gross net

Production (e) (f)

Production (d) (e)

30 30 33 32 85 83

Production available for sale (g)

Production available for sale (f)

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

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(b) The company’s synthetic crude oil production volumes were from the company’s share of production volumes in the Syncrude joint venture and include immaterial amounts of bitumen and other products exported to the operator's facilities using an existing interconnect pipeline.

(c) Diluent is natural gas condensate or other light hydrocarbons added to crude bitumen to facilitate transportation to market by pipeline and rail.

(d) 2021 NGL sales round to 0.

(e) Gross production of natural gas includes amounts used for internal consumption with the exception of the amounts re-injected.

(f) Net production is gross production less the mineral owners’ or governments’ share or both.

(d) Gross production of natural gas includes amounts used for internal consumption with the exception of the amounts reinjected.

(e) Net production is gross production less the mineral owners’ or governments’ share or both.

Net production reported in the above table is consistent with production quantities in the net proved reserves disclosure.

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

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

Higher bitumen production was mainly attributable to Grands Rapids production at Cold Lake, as well as improved mine fleet productivity and optimized turnaround at Kearl.

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.

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Prices for these commodities are determined by the global and regional marketplaces and are influenced by many factors, including global and regional supply/demand balances, inventory levels, industry refinery operations, import/export balances, currency fluctuations, seasonal demand, weather and political considerations.

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.

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

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.

Refining margins declined in 2024 from 2023 levels as supply from industry capacity additions outpaced global demand growth.

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.

The facility will use hydrogen, locally sourced and grown feedstocks and the company's proprietary catalyst to produce renewable diesel.

Facility construction commenced in 2023 and the project is expected to start up in the middle of 2025.

As described in more detail in "Item 1A.

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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.

Other – Primarily due to lower turnaround impacts of about $120 million and favourable foreign exchange impacts of about $110 million, partially offset by lower volumes of about $60 million.

2023 Net income (loss) factor analysis

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.

Refinery utilization

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(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.

Lower refinery throughput in 2024 reflected the impact of planned turnaround activities at Nanticoke, Sarnia and Strathcona refineries.

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

Petroleum product sales

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Heating, diesel and jet fuels 175 176 176

Lube oils and other products 43 47 45

Lube oils and other products (b)

Heavy fuel oils 22 24 23

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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.

(b) In 2024, benzene and aromatic solvent sales are reported under Petroleum product sales - Lube oils and other products, whereas in 2023, they were reported under Petrochemical sales.

The company has determined that the impact of this change is not material;

therefore, the comparative periods have not been recast.

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

Sales volumes decreased primarily due to planned maintenance activities.

In 2024, the Chemicals business had strong operating performance following 2023 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.

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millions of Canadian dollars

Margins – Lower margins primarily reflect weaker industry polyethylene margins.

thousands of tonnes 2024 2023 2022

Total petrochemical sales 820 842 831

Total petrochemical sales (a)

(a) In 2024, benzene and aromatic solvent sales are reported under Petroleum product sales - Lube oils and other products, whereas in 2023, they were reported under Petrochemical sales.

The company has determined that the impact of this change is not material;

therefore, the comparative periods have not been recast.

Corporate and other

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Cash flows from operating activities

Cash flows from operating activities primarily reflect lower unfavourable working capital impacts mainly related to an income tax catch-up payment of $2.1 billion in the prior year.

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 flows used in investing activities

Cash flows used in investing activities primarily reflect higher additions to property, plant and equipment.

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 flows used in financing activities

At the end of 2024, total debt outstanding was $4,011 million, compared with $4,132 million at the end of 2023.

In June 2024, the company extended the maturity date of its existing long-term, variable-rate, Canadian dollar loan from ExxonMobil to June 30, 2035.

All other terms and conditions remain unchanged.

During the fourth quarter of 2024, the company extended the maturity dates of its two existing $250 million committed lines of credit to November 2025 and November 2026, respectively.

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

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.

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.

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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.

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

On June 24, 2024, 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 26,791,840 common shares during the period June 29, 2024 to June 28, 2025.

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.

The program completed on December 19, 2024 as a result of the company purchasing the maximum allowable number of shares under the program.

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 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.

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Financial strength

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

The table below shows the company’s consolidated debt-to-capital ratio at December 31.

The data demonstrates the company’s creditworthiness:

At December 31 2023 2022 2021

percent 2024 2023 2022

Debt to capital (a)

(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.

The weighted-average interest rate on the company’s debt was 4.9 percent in 2023, up from 2.2 percent in 2022.

Debt-related interest incurred in 2024, before capitalization of interest, was $192 million, compared with $203 million in 2023.

The weighted-average interest rate on the company’s debt was 4.7 percent in 2024, compared with 4.9 percent in 2023.

The company’s financial strength represents a competitive advantage of strategic importance providing it the opportunity to readily access capital markets across a range of market conditions and enables the company to take on large, long-term capital commitments in the pursuit of maximizing shareholder value.

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

The total obligation at year-end 2023 was $11.8 billion, of which $728 million is due in 2024, and $1,131 million is due in 2025.

The total obligation at year-end 2024 was $14.7 billion, of which $1.1 billion is due in 2025, and $2.0 billion is due in 2026.

Litigation and other contingencies

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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.

Total capital and exploration expenditures are expected to range between $1.9 billion to $2.1 billion in 2025.

Expected capital and exploration expenditures for 2025 includes firm capital commitments of $227 million for the construction and purchase of fixed assets and other permanent investments.

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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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The occurrence of recessions or other periods of low or negative economic growth will typically have a direct adverse impact on the company’s financial results.

Although price levels of crude oil may rise and fall significantly over the short to medium-term due to global economic conditions, political events, decisions by OPEC, governments and other factors, industry economics over the long-term will continue to be driven by market supply and demand.

Although price levels of crude oil may rise and fall significantly over the short to medium-term due to global economic conditions, political events, decisions by OPEC or OPEC+, governments and other factors, industry economics over the long-term will continue to be driven by market supply and demand.

The company evaluates investments over a range of prices, including estimated greenhouse gas emission costs.

The global energy markets can give rise to extended periods in which market conditions are adverse to one or more of the company’s businesses.

Such conditions, along with the capital-intensive nature of the industry and very long lead times associated with many of the company’s projects, underscore the importance of maintaining a strong financial position.

Such conditions, along with the capital-intensive nature of the industry and

very long lead times associated with many of the company’s projects, underscore the importance of maintaining a strong financial position.

Management views the company’s financial strength as a competitive advantage.

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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, hydrogen, lower-emission fuels, and lithium.

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

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They are an integral part of investment decisions about oil and gas properties such as whether development should proceed.

The estimation of proved reserve volumes, which is based on the requirement of reasonable certainty, is an ongoing process based on rigorous technical evaluations, commercial and market assessments, detailed analysis of well information such as flow rates and reservoir pressures, and development and production costs, and other factors.

The estimation of proved reserve volumes, which is based on the requirement of reasonable certainty, is an ongoing process based on rigorous technical evaluations, commercial and market assessments, detailed analysis of reservoir and well performance, development and production costs, and other factors.

The estimation of proved reserves is controlled by the company through long-standing approval guidelines.

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

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

The 1.7 billion barrels of bitumen at Kearl and 0.5 billion barrels of bitumen at Cold Lake qualified as proved reserves under the SEC definition of proved reserves.

Upward revisions to proved synthetic crude oil reserves were a result of improved prices.

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

In 2022, downward revisions of proved bitumen reserves were driven by a decrease of 0.2 billion barrels at Kearl as a result of higher royalty obligations associated with pricing, and a decrease of 0.2 billion barrels at Cold Lake due to an updated development plan.

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

In 2024, upward revisions of proved bitumen of 0.1 billion barrels were primarily driven by updates to the Kearl geological model, Kearl well density, and Cold Lake infill drilling, partially offset by reductions associated with higher royalty obligations and Kearl pit limit updates.

A decrease to synthetic oil proved reserves is associated with regulatory approval for ore sterilization at Syncrude.

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

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

Although prices will occasionally drop significantly, industry prices over the long term will continue to be driven by market supply and demand fundamentals.

Although prices will occasionally drop significantly, industry prices over the long

term will continue to be driven by market supply and demand fundamentals.

On the supply side, industry production from mature fields is declining.

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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.

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.

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Long-lived assets that are held for sale are evaluated for possible impairment by comparing the carrying value of the asset with its fair value less the cost to sell.

If the net book value exceeds the fair value less cost to sell, the assets are considered impaired and adjusted to the lower value.

If the net book value exceeds the fair value less cost to sell,

the assets are considered impaired and adjusted to the lower value.

Judgment is required to determine if assets are held for sale, and to determine the fair value less cost to sell.

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If different assumptions are used, the obligation and expense could increase or decrease as a result.

As an indication of the company’s potential exposure to changes in the critical assumptions such as the expected rate of return on plan assets and the discount rate for measuring the pension plan benefits obligation, a reduction of 1 percent in the discount rate would increase the benefits obligation by approximately $1 billion.

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.

As an indication of the company’s potential exposure to changes in the critical assumptions, such as the expected rate of return on plan assets, a reduction of 1 percent in the long-term rate of return on plan assets would increase the annual pension expense by approximately $80 million before tax.

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.

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The fair values of these obligations are recorded as liabilities on a discounted basis, which is typically at the time the assets are installed.

In the estimation of fair value, the company uses assumptions and judgments regarding such factors as the existence of a legal obligation for an asset retirement obligation;

technical assessments of the assets;

estimated amounts and timing of settlements;

discount rates;

and inflation rates.

In the estimation of fair value, the company uses assumptions and judgments regarding such factors as the existence of a legal obligation for an asset retirement obligation, technical assessments of the assets, estimated amounts and timing of settlements, discount rates, and inflation rates.

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

Suspended exploratory well costs

The company continues capitalization of exploratory well costs when it has found a sufficient quantity of reserves to justify its completion as a producing well and the company is making sufficient progress assessing the reserves and the economic and operating viability of the project.

Exploratory well costs not meeting these criteria are charged to expense.

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.

Tax contingencies

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Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Imperial Oil Limited and its subsidiaries (together, the Company) as of December 31, 2023 and 2022, and the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the consolidated financial statements).

We have audited the accompanying consolidated balance sheets of Imperial Oil Limited and its subsidiaries (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of income, of comprehensive income, of shareholders’ equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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As disclosed by management, proved oil and natural gas reserve volumes are used as the basis to calculate unit-of-production depreciation rates for most upstream assets.

The estimation of proved oil and natural gas reserve volumes is an ongoing process based on technical evaluations, commercial and market assessments, detailed analysis of well information such as flow rates and reservoir pressures, and development and production costs, among other factors.

The estimation of proved oil and natural gas reserve volumes is an ongoing process based on technical evaluations, commercial and market assessments, detailed analysis of reservoir and well performance, development and production costs, among other factors.

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).

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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 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.

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 future production volumes to relevant historical and current period production volumes, as applicable.

/s/PricewaterhouseCoopers LLP

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Property, plant and equipment,

less accumulated depreciation and depletion (note 18)

less accumulated depreciation and depletion

30,807 30,835

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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.

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

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

1 unchanged sentence

Actual results could differ from these estimates.

Prior years’ data have been reclassified in certain cases to conform to the 2023 presentation basis.

All amounts are in Canadian dollars unless otherwise indicated.

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Recognition and classification of the gain or loss that results from adjusting a derivative to fair value depends on the purpose for the derivative.

The gains and losses resulting from changes in the fair value of derivatives are recorded under "Revenues" or "Purchases of crude oil and products" in the Consolidated statement of income.

The gains and losses resulting from changes in the fair value of derivatives are recorded under "Revenues" in the Consolidated statement of income.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

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Dividends from these investments are included in “Investment and other income”.

These investments represent interests in non-publicly traded pipeline companies and a rail loading joint venture that facilitate the sale and purchase of liquids in the conduct of company operations.

These investments represent interests in non-publicly traded pipeline companies that facilitate the sale and purchase of liquids in the conduct of company operations.

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

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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.

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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.

The factors used to identify these reportable segments are based on the nature of the operations that are undertaken by each segment, the structure of the company’s internal organization, and reflect the nature of internal reviews by the company's Management Committee (MC).

The MC is considered collectively, and not in their individual capacity, to be the company's Chief Operating Decision Maker (CODM), and includes the company's CEO, CFO, and senior Vice Presidents overseeing the Upstream, Downstream and Chemical businesses.

The Upstream segment is organized and operates to explore for and ultimately produce crude oil and its equivalent, and natural gas.

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Net earnings effects under Corporate and other activities primarily include debt-related financing, corporate governance costs, non-service pension and postretirement benefit costs, share-based incentive compensation expenses and interest income.

The CODM generally allocates resources through an annual planning process.

They also allocate capital based on detailed project economics and long-term strategic objectives across reportable segments.

The CODM primarily uses changes in Net Income (loss) to assess segment financial performance.

Segment accounting policies are the same as those described in note 1, "Summary of significant accounting policies".

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Assets and liabilities that are not identifiable by segment are allocated.

Upstream Downstream Chemical

Upstream Downstream (e) Chemical (e)

millions of Canadian dollars 2024 2023 2022 2024 2023 2022 2024 2023 2022

2 unchanged sentences

121 222 494 50,114 49,241 57,466 1,124 1,239 1,453

Intersegment sales (c)

Intersegment sales

17,868 16,274 19,135 6,771 6,509 7,476 323 342 523

4 unchanged sentences

3 5 5 — — — — — —

Purchases of crude oil and products (c) (note 11)

Purchases of crude oil and products

7,367 6,636 7,971 49,856 47,886 55,569 916 997 1,330

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Total expenses 13,765 13,245 15,145 55,015 52,863 60,219 1,224 1,364 1,708

Income (loss) before income taxes (note 11)

Income (loss) before income taxes

4,250 3,267 4,619 1,929 2,995 4,766 225 217 268

1 unchanged sentence

988 755 974 443 694 1,144 54 53 64

Net income (loss) (c) (note 11)

Net income (loss)

3,262 2,512 3,645 1,486 2,301 3,622 171 164 204

Cash flows from (used in) operating activities (c)

Cash flows from (used in) operating activities

4,664 3,100 5,834 1,049 608 4,415 211 53 276

Capital and exploration expenditures (d)

Capital and exploration expenditures (c)

1,078 1,108 1,128 572 472 295 30 23 10

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Accumulated depreciation and depletion ( 21,658 ) ( 19,936 ) ( 18,835 ) ( 4,430 ) ( 4,301 ) ( 4,143 ) ( 743 ) ( 757 ) ( 741 )

Net property, plant and equipment (e)

Net property, plant and equipment (d)

26,262 26,840 26,949 3,457 3,067 2,783 272 261 254

Total assets (c)

28,042 28,718 28,830 11,624 10,114 9,277 474 475 491

4 unchanged sentences

— — — — — — 51,359 50,702 59,413

Intersegment sales (c)

Intersegment sales

— — — ( 24,962 ) ( 23,125 ) ( 27,134 ) — — —

4 unchanged sentences

— — — — — — 3 5 5

Purchases of crude oil and products (c) (note 11)

Purchases of crude oil and products

— — — ( 24,955 ) ( 23,120 ) ( 27,128 ) 33,184 32,399 37,742

9 unchanged sentences

Total expenses 251 253 248 ( 24,962 ) ( 23,125 ) ( 27,134 ) 45,293 44,600 50,186

Income (loss) before income taxes (note 11)

Income (loss) before income taxes

( 165 ) ( 110 ) ( 169 ) — — — 6,239 6,369 9,484

1 unchanged sentence

( 36 ) ( 22 ) ( 38 ) — — — 1,449 1,480 2,144

Net income (loss) (c) (note 11)

Net income (loss)

( 129 ) ( 88 ) ( 131 ) — — — 4,790 4,889 7,340

Cash flows from (used in) operating activities (c)

Cash flows from (used in) operating activities

69 ( 37 ) ( 59 ) ( 12 ) 10 16 5,981 3,734 10,482

Capital and exploration expenditures (d)

Capital and exploration expenditures (c)

187 175 57 — — — 1,867 1,778 1,490

2 unchanged sentences

Accumulated depreciation and depletion ( 410 ) ( 371 ) ( 343 ) — — — ( 27,241 ) ( 25,365 ) ( 24,062 )

Net property, plant and equipment (e)

Net property, plant and equipment (d)

816 667 520 — — — 30,807 30,835 30,506

Total assets (c)

2,962 2,366 5,312 ( 164 ) ( 474 ) ( 386 ) 42,938 41,199 43,524

9 unchanged sentences

Total 51,359 50,702 59,413

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

(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.

(c) 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.

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

(d) Includes property, plant and equipment under construction of $ 3,632 million (2023 - $ 3,251 million, 2022 - $ 2,676 million).

(e) In 2024, benzene and aromatic solvents are reported under the Downstream segment, whereas in 2023, they were reported under the Chemicals segment.

The company has determined that the impact of this change is not material;

therefore, the comparative periods have not been recast.

millions of Canadian dollars 2024 2023 2022

5 unchanged sentences

1,449 1,480 2,144

Statutory corporate tax rate (percent)

Statutory corporate tax rate (percent) (a)

24.1 24.1 24.1

3 unchanged sentences

23.2 23.2 22.6

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

(a) Includes federal tax rate of 15 percent and combined provincial tax rate of 9.1 percent.

(b) 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 34 47 60

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.

The unrecognized tax benefit balances shown above predominantly relate 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.

1 unchanged sentence

The company’s tax filings from 2018 to 2024 are subject to examination by the tax authorities.

Tax filings from 2009 to 2017 have open objections and therefore are also subject to examination by the tax authorities.

The Canada Revenue Agency has made certain adjustments to the company’s filings.

Tax filings fro m 2009 to 2018 have open objections and therefore are also subject to examination by the tax authorities.

The Canada Revenu e Agency has made certain adjustments to the company’s filings.

Management has evaluated these adjustments and is formally disputing those matters to which the company disagrees.

33 unchanged sentences

Accumulated benefit obligation at December 31 7,385 7,449

(a) Actuarial loss (gain) primarily driven by changes in the year-end discount rate and salary experience.

(a) Actuarial loss (gain) primarily driven by changes in the year-end discount rate.

(b) Benefit payments for funded and unfunded plans.

10 unchanged sentences

( 452 ) ( 420 )

Other ( 4 ) —

Fair value at December 31 8,553 8,054

61 unchanged sentences

The fixed income funds are largely invested in investment-grade corporate and government debt securities with interest rate sensitivity designed to approximate the interest rate sensitivity of plan liabilities.

The target asset allocation for the pension plan is reviewed periodically and set based on considerations such as risk, diversification and liquidity.

The target asset allocation for the pension plan is reviewed periodically and set based on considerations such as risk, diversification, liquidity, and funding level.

The target asset allocation for equity securities is 30 percent with the remainder in fixed-income securities.

17 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

50 unchanged sentences

Products ( 371 ) ( 490 )

Realized and unrealized gain or (loss) on derivative instruments recognized in the Consolidated statement of income is included in the following lines on a before-tax basis:

Realized and unrealized gain or (loss) on derivative instruments recognized in the Consolidated statement of income is included in the following line on a before-tax basis:

millions of Canadian dollars 2024 2023 2022

Revenues ( 69 ) ( 5 ) 148

Purchases of crude oil and products — — ( 33 )

Total ( 5 ) 148 ( 79 )

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

76 unchanged sentences

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.

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-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.

Unconditional purchase obligations, as defined by accounting standards, are 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.

6 unchanged sentences

The most recent 12-month normal course issuer bid program came into effect June 29, 2024, under which Imperial continued its existing share purchase program.

The program enabled the company to purchase up to a maximum of 29,207,635 common shares ( 5 percent of the total shares on June 15, 2023) which included shares purchased under the normal course issuer bid and from Exxon Mobil Corporation concurrent with, but outside of the normal course issuer bid.

The program enabled the company to purchase up to a maximum of 26,791,840 common shares ( 5 percent of the total shares on June 15, 2024) which 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.

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.

The program completed on December 19, 2024 as a result of the company purchasing the maximum allowable number of shares under the program.

The excess of the purchase cost over the stated value of shares purchased has been recorded as a distribution of earnings reinvested.

2 unchanged sentences

Balance as at January 1, 2022 678,080 1,252

Issued under employee share-based awards 7 —

Purchases at stated value ( 93,927 ) ( 173 )

Balance as at December 31, 2022 584,153 1,079

Issued under employee share-based awards — —

Purchases at stated value ( 48,316 ) ( 87 )

Balance as at December 31, 2023 535,837 992

Issued under employee share-based awards — —

Purchases at stated value ( 26,792 ) ( 50 )

24 unchanged sentences

LIFO inventory

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.

In 2024, net income included an after-tax gain of $ 61 million (2023 - $ 5 million gain, 2022 - $ 62 million gain) 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, 2024 by about $ 2.0 billion (2023 - $ 2.2 billion).

6 unchanged sentences

Total 1,642 1,944

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.

The company determined that the adjustment was not material to the consolidated financial statements for the year ended December 31, 2021, or any of the prior periods related to the adjustment.

Accordingly, comparative periods presented in the consolidated financial statements have not been restated.

Research and development

5 unchanged sentences

Accounts payable and accrued liabilities

“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.

“Accounts payable and accrued liabilities” included accrued taxes other than income taxes of $ 524 million at December 31, 2024 (2023 - $ 455 million) and other miscellaneous current liabilities of $ 739 million at December 31, 2024 (2023 - $ 726 million).

Government assistance

1 unchanged sentence

The standard requires the annual disclosure of certain types of government assistance not otherwise covered by authoritative accounting guidance.

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 2023 and 2024, government assistance was immaterial to the company’s financial results.

5 unchanged sentences

Other interest 4 7 6

Total financing (b)

Total financing

(a) Includes related party interest with ExxonMobil.

(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 fourth quarter of 2024, the company extended the maturity dates of its two existing $ 250 million committed lines of credit to November 2025 and November 2026, respectively.

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

In 2021, the company repaid the $ 111 million outstanding balance and terminated the non-interest bearing, revolving demand loan under an arrangement with an affiliate company of ExxonMobil.

At December 31, 2024, the company had no short-term borrowings outstanding.

At December 31, 2023, the weighted-average interest rate on short-term borrowings outstanding was 4.9 percent.

The company generally purchases the property, plant and equipment used in operations, but there are situations where assets are leased, primarily storage tanks, rail cars, marine vessels and transportation facilities.

68 unchanged sentences

The agreement is effective until June 30, 2035, 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.

(b) The weighted-average interest rate on long-term borrowings outstanding, with ExxonMobil, at December 31, 2024 was 3.9 percent (2023 - 4.9 percent).

2 unchanged sentences

Principal payments on finance leases of approximately $ 18 million on average per year are due in each of the next four years after December 31, 2025.

In June 2024, the company extended the maturity date of its existing long-term, variable-rate, Canadian dollar loan from ExxonMobil to June 30, 2035.

All other terms and conditions remain unchanged.

Accounting for suspended exploratory well costs

17 unchanged sentences

d) To enter into derivative agreements on each other’s behalf.

The company had an existing agreement with ExxonMobil to provide for the delivery of management, business and technical services to Syncrude Canada Ltd.

by ExxonMobil, which was terminated in connection with the transfer of operatorship of Syncrude on September 30, 2021.

Certain charges from ExxonMobil have been capitalized;

51 unchanged sentences

3,223 2,412 3,313

(a) Sales to third parties or transfers do not include the sale of natural gas and natural gas liquids purchased for resale, as well as royalty payments or diluent costs.

These items are reported gross in note 2 in "Revenues", "Intersegment sales" and in "Purchases of crude oil and products".

(b) Sales of crude oil to consolidated affiliates are at market value, using posted field prices.

Sales of natural gas liquids to consolidated affiliates are at prices estimated to be obtainable in a competitive, arm’s-length transaction.

The amounts reported as costs incurred in property acquisitions, exploration and development activities include both capitalized costs and costs charged to expense during the year.

2 unchanged sentences

millions of Canadian dollars 2024 2023 2022

Property costs (c)

Property costs (a)

Exploration costs

4 unchanged sentences

1,174 1,585 1,607

(a) Sales to third parties or transfers do not include the sale of natural gas and natural gas liquids purchased for resale, as well as royalty payments or diluent costs.

These items are reported gross in note 2 in “Revenues”, “Intersegment sales” and in “Purchases of crude oil and products”.

(b) Sales of crude oil to consolidated affiliates are at market value, using posted field prices.

Sales of natural gas liquids to consolidated affiliates are at prices estimated to be obtainable in a competitive, arm’s-length transaction.

(c) “Property costs” are payments for rights to explore for petroleum and natural gas and for purchased reserves (acquired tangible and intangible assets such as gas plants, production facilities and producing-well costs are included under “producing assets”).

(a) "Property costs" are payments for rights to explore for petroleum and natural gas and for purchased reserves (acquired tangible and intangible assets such as gas plants, production facilities and producing-well costs are included under "producing assets").

"Proved" represents areas where successful drilling has delineated a field capable of production.

77 unchanged sentences

(Sale) purchase of reserves in place

(9) (141) — — (32)

Discoveries and extensions

43 unchanged sentences

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

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

The 1.7 billion barrels of bitumen at Kearl and 0.5 billion barrels of bitumen at Cold Lake qualified as proved reserves under the SEC definition of proved reserves.

Upward revisions to proved synthetic crude oil reserves were a result of improved prices.

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

5 unchanged sentences

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

A decrease to synthetic oil proved reserves is associated with regulatory approval for ore sterilization at Syncrude.

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

49 unchanged sentences

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 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.

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

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

Corson is a current director, and in connection with his upcoming retirement from the company, he has chosen not to stand for re-election.

Whelan 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.

13 unchanged sentences

Calgary, Alberta, Canada

Nonemployee director (independent)

Lead Director Nonemployee director (independent)

Director since:

43 unchanged sentences

*no public board interlocks

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

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

Non-independent director

Director since:

September 17, 2019

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

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)

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 0 0 410,400 410,400

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

0 0 0 33,365,520 33,365,520

Year over year change (#) 0 0 0 86,800 86,800

*Meets 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)

*no public board interlocks

– President, Imperial Oil Limited (2019 – present)

– President, ExxonMobil Upstream Ventures

(2015 – 2019) (Affiliate)

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

Driscoll is currently an independent director of Empire Company Limited and a director of Elswood Investment Corporation, a privately owned corporation.

Prior to her retirement in 2023, Ms.

46 unchanged sentences

– Gildan Activewear Ltd (2023 – 2024)

(2023 - Present)

– Empire Company Limited (2018 – Present)

4 unchanged sentences

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

– 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.

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

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

91 unchanged sentences

– BHP Group Limited (2020 – present)

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

*no public board interlocks

– Newmont Corporation, Executive advisor (2019 – 2020)

– 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.

6 unchanged sentences

Director since:

Not currently a member of the board;

first nomination for election as director

April 30, 2024

Skills and experience:

8 unchanged sentences

Voting Results of Last Annual Meeting

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

Board 5 of 5 (100%)

482,509,264 (99.64%)

Executive resources 4 of 4 (100%)

Votes Against:

1,750,146 (0.36%)

Safety and sustainability 2 of 2 (100%)

Nominations and corporate governance 3 of 3 (100%)

Finance 4 of 4 (100%)

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

13 unchanged sentences

*no public board interlocks

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

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

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

6 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.

During her investment career, Ms.

Hubbs was recognized by Brendan Wood International as one of the Top 50 Portfolio Managers in Canada and a TopGun Investment Mind in Oil and Gas (Canada).

Hubbs is a recipient of the King Charles III Coronation Medal.

Toronto, Ontario, Canada

20 unchanged sentences

Nominations and corporate governance (Chair)

6 of 6 (100%)

Finance 6 of 6 (100%)

18 unchanged sentences

*no public board interlocks

Whelan is currently senior vice-president, conventional and heavy oil, ExxonMobil Upstream Company, a division of Exxon Mobil Corporation, and has held that position since 2022.

Throughout his career, he has held many engineering, project, operations, commercial and leadership roles located in Canada, Norway, and the U.S.

with oversight roles spanning the globe.

Prior to his current position, Mr.

Whelan was ExxonMobil's vice president of global heavy oil, and prior to that was Imperial's senior vice president, upstream.

Whelan is originally from Newfoundland and Labrador, and he holds a bachelor's degree in mechanical engineering from Memorial University in Newfoundland.

Calgary, Alberta, Canada

Non-independent director

Director since:

Not currently a member of the board;

first nomination for election as director

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

Board and Standing Committee Membership Attendance in 2024

Voting Results of Last Annual Meeting

Not currently a member of the board or any of its committees n/a 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 14, 2025 (#)

Total market value as at February 14, 2025 ($)

0 0 0 2,161,500

Year over year change (#) n/a n/a n/a n/a n/a

*Has 3 years from appointment as chairman and chief executive officer 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)

*no public board interlocks

– Senior vice-president, conventional and heavy oil, ExxonMobil Upstream Company (2022 – present) (Affiliate)

– Vice-president, heavy oil, Exxon Mobil Corporation

(2020 – 2022) (Affiliate)

– Senior vice-president, upstream, Imperial Oil Limited

(2017 – 2020)

Footnotes to director nominee tables on pages 112 through 115 :

13 unchanged sentences

Restricted Stock

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

124,328 59,700 184,028 28,217,526

Hansen 0 181,600 181,600 27,845,234

Whelan 39,926

(a) Holdings as at February 14, 2025.

7 unchanged sentences

(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 $108.24 U.S., which is converted to Canadian dollars at the daily rate of exchange of 1.4166 provided by the Bank of Canada for February 14, 2025.

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.

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

Majority voting policy

32 unchanged sentences

2024 Corporate governance highlights

• 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.

• Five of seven of our directors, and five of seven of 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 an extensive orientation program to N.A.

Hansen upon his election to the board for the first time in 2024.

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

2 unchanged sentences

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).

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

The independent directors collectively have nearly $11.5 million in shareholdings in the company.

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

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

• Shares of the company are listed on the TSX and trade on the NYSE American LLC, and our corporate governance practices comply with applicable policies and practices of each exchange.

43 unchanged sentences

Tenure of our board nominees

Our board nominees have varying lengths of tenure providing a blend of

continuity and renewal that supports effective governance.

The board charter provides that incumbent directors will not be re-nominated if they have attained the age of 72, except under exceptional circumstances and at the request of the chairman.

1 unchanged sentence

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.

Name of director nominee

Years of service on the board Year of expected retirement from

Name of director nominee Years of service on the board Year of expected retirement from

the board for independent directors

Cornhill 7 years

Corson 4 years

Driscoll 1 year

Floren 1 year

Goldberg 1 year

Driscoll 2 years

Floren 2 years

Goldberg 2 years

Hansen 1 year

Hubbs 6 years

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

Whelan 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

3 unchanged sentences

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.

Leadership of large organizations ü ü ü ü ü ü ü

of large organizations ü ü ü ü ü ü ü

Operations / technical ü ü ü ü ü

9 unchanged sentences

Risk management ü ü ü ü ü ü ü ü

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.

Corson is a current director and has chosen not to stand for re-election at the annual meeting of shareholders.

Whelan 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, 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 board is currently composed of seven directors, six of whom will be standing for re-election at the annual meeting of shareholders on May 8, 2025.

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

Whelan 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.

4 unchanged sentences

Based on the directors’ responses to an annual questionnaire, the board determined that none of the independent directors has any interest, business or other relationship that could or could reasonably be perceived to constitute a material relationship with the company.

Corson is a director and chairman, president and chief executive officer of the company and not considered to be independent.

The board believes that Mr.

Corson’s extensive knowledge of the business of the company and Exxon Mobil Corporation is beneficial to the other directors and his participation enhances the effectiveness of the board.

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.

Corson is a director and chairman, president and chief executive officer of the company and is not considered to be independent.

In connection with his upcoming retirement from the company, Mr.

Corson has chosen not to stand for re-election at the annual meeting of shareholders on May 8, 2025 and J.R.

Whelan is being nominated for election as a director for the first time.

Whelan has been appointed as president of the company effective April 1, 2025, as chief executive officer effective at the conclusion of the annual meeting, and, provided that Mr.

Whelan is elected as a director at the meeting, as chairman effective at the conclusion of the meeting.

If elected, Mr.

Whelan will also be a non-independent director.

The board believes that both Mr.

Corson and Mr.

Whelan's extensive knowledge of the business of the company and Exxon Mobil Corporation has been and will be beneficial to the other directors and their participation enhances the effectiveness of the board.

Hansen is also a non-independent director as he is an employee of Exxon Mobil Corporation.

Hansen holds the position of senior vice-president, energy products at ExxonMobil Product Solutions Company, a division of Exxon Mobil Corporation.

The company believes that Mr.

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.

Hansen, 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

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chief executive officer of Imperial Oil Limited.

Crocker is an employee of Exxon Mobil Corporation.

Hansen ü N.A.

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.

ü ü If elected, J.R.

Whelan will be chairman, president and chief executive officer of Imperial Oil Limited.

Corson is a current director and has chosen not to stand for re-election at the annual meeting of shareholders.

Whelan 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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(a) Not independent directors.

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

Corson 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.

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.

One special committee, chaired by D.W.

Cornhill and consisting of the five independent directors, was established in September, 2022 and remained active f or the purposes of considering certain matters until it was dissolved in February, 2024.

Number of meetings

The board meets at least seven times each year to ensure regular oversight and timely decision-making.

The chart below shows the number of board and standing committee meetings held in 2024.

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Meetings of the board and standing committees in 2024:

(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 2024

100% board and standing committee meeting attendance from all members.

The following chart provides a summary of the attendance record of each of the directors in 2023.

The following chart provides a summary of the attendance record of each of the directors and nominees in 2024.

The attendance record of each director nominee is also set out in their biographical information within the nominee section.

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Safety and sustainability

Finance committee (b) Annual

committee Nominations

committee Finance committee Annual

meeting Total Percentage

— — — — — 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%

3 of 3 4 of 4 1 of 1

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%

19 of 19 100%

(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.

232 of 232 Overall

Crocker did not stand for reelection in 2024 and resigned from the board and its committees on April 30, 2024.

Hansen was elected to the board and its committees on April 30, 2024.

Other public company directorships of our board members and nominees

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Type of company Stock

Committee appointments

Exchange Committee appointments

Cornhill AltaGas Ltd.

Diversified energy company ALA:TSX Environment, health and safety committee

Corson — — — —

Driscoll Empire Company Limited Food retailing EMP.A:TSX Audit committee (chair),

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

Goldberg BHP Group Limited Basic Materials- Other industrial Metals and mining BHP:ASX Sustainability committee and Nomination and governance committee

Hansen — — — —

Hubbs Nutrien Ltd.

Fertilizer manufacturing NTR:TSX, NYSE Human resources and compensation committee and Safety and sustainability committee (chair)

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.

Corson is a current director and has chosen not to stand for re-election at the annual meeting of shareholders.

Whelan 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

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Director qualification and selection process

Our board of directors is composed of individuals with diverse qualifications ensuring

the skills needed to oversee the company's operations and drive long-term success.

The nominations and corporate governance committee is responsible for identifying and recommending new candidates for board nomination.

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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 that was completed in 2023, can be found at page 151 .

More detailed information on diversity of the board can be found at page 149 .

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.

Candidates are expected to remain qualified to serve for a minimum of five years and independent directors are expected to achieve ownership of no less than 16,500 common shares, deferred share units and restricted share units within five years of becoming an independent director.

Candidates are expected to remain qualified to serve for a minimum of five years and independent directors are expected to achieve ownership of no less than 16,500 common shares, deferred share units and restricted stock units within five years of becoming an independent director.

When the committee is recommending candidates for re-nomination, it assesses such candidates against the criteria for re-nomination as set out in paragraph 11(b) of the Board of Directors Charter found in Appendix A of this circular.

Candidates for re-nomination are expected not to change their principal position, the thrust of their involvement or their regional association in a way that would significantly detract from their value as a director of the corporation.

They are also expected to continue to be compatible with the criteria that led to their selection as nominees.

They are also expected to continue to be compatible with the criteria that led to their selection

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, 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.

In 2024 and 2025, the nominations and corporate governance committee, together with the executive resources committee, carried out a succession process that led to the nomination and appointment of J.R.

Whelan as the successor to B.W.

The chief executive officer succession process was led jointly by the chair of the nominations and corporate governance committee, the chair of the executive resources committee, the lead director and the chairman, president and chief executive officer, Mr.

A shortlist of potential candidates was developed and Mr.

Whelan was selected as the preferred candidate to succeed Mr.

The board and separately, the five independent directors, interviewed Mr.

The independent directors unanimously agreed to convey their support to the board regarding Mr.

Whelan's nomination and appointments.

In February 2025, the board approved the nomination of Mr.

Whelan for director at the annual meeting of shareholders on May 8, 2025, the appointment of Mr.

Whelan as president effective April 1, 2025 and as chief executive officer effective at the conclusion of such meeting and (provided that Mr.

Whelan is elected as a director) as chairman effective at the conclusion of such meeting.

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 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.

Shortly after his election to the board, N.A.

Hansen completed an extensive orientation program with the company’s corporate secretary and senior managers of various departments.

Hansen 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.

Whelan being nominated for election for the first time this year, the corporate secretary will coordinate 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 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.

These site visits help directors better understand the strengths and business opportunities unique to various operations and markets across the country, and enhanc e the board’s perspective of the integrated nature of the company’s business.

In 2024, the board visited the Cold Lake upstream facility in Cold Lake, Alberta, Canada, for a tour of the oil sands facilities and presentations specific to the operations.

One way in which the board and its committees exercise oversight is through regularly receiving and discussing presentations and updates that focus on performance, strategy and opportunities for the business.

In 2024, director oversight included regular reviews of upstream and downstream operations, performance, plans and strategies, risk management and business controls, safety, environmental performance and sustainability, climate strategy, and board engagement relating to the Kearl environmental protection order.

Recognizing the importance of oversight relating to cybersecurity and artificial intelligence, the board also reviewed and considered presentations relating to information technology and cybersecurity strategies to assess the security and integrity of the company's information, systems and assets, including risks relating to the use of artificial intelligence technologies by the company and others.

The board also reviewed presentations on the company’s risk assessment processes for forced labour and child labour in its supply chain.

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 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.

This included reviews and approval of renewal and acceleration of the company's normal course issuer bid.

The board also maintai ned oversight over the company’s various environmental, social and governance initiatives throughout the year.

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 Pathways Alliance 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.

Mem bers of ExxonMobil’s management also provide reviews of various aspects of ExxonMobil’s global business.

In 2024, the directors considered presentations on ExxonMobil’s global internal audit process and strategy, cybersecurity, ExxonMobil’s corporate strategy, and its Global Outlook.

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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.

In 2024, one or more directors participated in continuing education provided by third parties pertaining to, among other things, board oversight of climate governance and the energy transition, cybersecurity, board strategy, and accounting and financial courses.

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

Our board conducts regular performance assessments to ensure

effective governance and continuous improvement.

The board and its committees, as well as the performance of the directors, are assessed on an annual basis.

For 2023, the directors engaged in a performance assessment with the chairman, president and chief executive officer, which includes discussion and evaluation of the board and each committee’s effectiveness in various areas.

The chairman, president and chief executive officer also meets regularly with directors individually to discuss any outstanding issues.

For 2024, the directors engaged in a performance assessment with the lead director and with the chairman, president and chief executive officer, which includes discussion and evaluation of the board and each committee’s effectiveness in various areas.

The lead director and the chairman, president and chief executive officer also each meet regularly with directors individually to discuss any outstanding issues.

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

The structure of the company’s board and its committees helps the directors to

effectively oversee the company’s operations and make informed decisions.

Leadership structure

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These meetings are held in the absence of management.

The independent directors held eight executive sessions in 2023.

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:

The independent directors held eight executive sessions in 2024, chaired by the lead director.

The pur poses 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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Each committee is chaired by a different independent director and all of the independent directors are members of each committee.

Crocker is also a member of each committee, with the exception of the audit committee, which is composed entirely of independent directors.

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.

Hansen is also a member of each committee, with the exception of the audit committee, which is composed entirely of independent directors.

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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Risk oversight

The board and its committees are responsible for overseeing the company’s risk management

framework, crucial for ensuring the organization’s stability and long-term success.

The company is governed by a comprehensive and well-established risk management system, and the company’s success in managing risk over time has been achieved through emphasis on execution of this disciplined management framework.

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• capital project management systems;

• IT risk management (including information technology, systems and cybersecurity);

• IT risk management (including information technology, systems and cybersecurity including in respect of artificial intelligence);

• guidelines for the management and protection of information;

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The safety and sustainability committee oversees the policies and practices that manage environment, health, safety and security risk.

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 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.

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 develo pments, and the risks, actions and disclosure associated with climate change and the energy transition.

In 2024, this included an in-depth review of the company’s regulatory compliance framework and management processes through its operations integrity management system and of the company's environmental performance and focus areas including in respect of progressive reclamation, decommissioning and remediation, water conservation and use, air quality improvement, waste management and land use and biodiversity.

Additionally, the committee and board provide oversight over the company's emission reduction goals and performance.

The board of directors evaluates climate change risk in the context of overall enterprise risk, including other operational, strategic, and financial risks.

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The board is satisfied that its activities over the year have fulfilled its mandate.

Directors ● B.W.

Directors (as shown in photo from left to right)

Corson (chair)

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highlights in

● 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.

● Regularly discussed operational and project updates.

● Regularly discussed operational and project updates, including active oversight of the company’s response to the Kearl environmental protection order.

● Regularly discussed risk management and business controls environment.

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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 one substantial issuer bid.

● Implemented various mechanisms for enhancing shareholder returns, such as increasing the dividend, and renewing and accelerating the company’s normal course issuer bid program.

● 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 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.

● Regularly discussed climate change policies, risks, opportunities and the company’s climate strategy, including the company’s continued membership in the Pathways Alliance.

● Carried out a site visit to the company’s Cold Lake facilities.

● Reviewed various stages of company projects such as Strathcona renewable diesel, Cold Lake Grand Rapids, Leming SAGD redevelopment, and Enhanced Bitumen Recovery Technology (EBRT) pilot.

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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Hubbs (vice-chair)

Number of meetings Five meetings of the audit committee were held in 2023.

The committee members met in camera without management present and separately with the internal auditor and the external auditor at all regularly scheduled meetings.

Number of meetings Six meetings of the audit committee were held in 2024.

The committee members met in camera without management present at all regularly scheduled meetings and separately with the internal auditor and the external auditor at all regularly scheduled meetings.

A pre-audit meeting also occurs prior to every regularly scheduled audit committee meeting with the chair of the audit committee and the chief financial officer and both the internal and external auditors.

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● Ensured the effectiveness of controls and procedures and integrity of financial statements was maintained.

● Oversaw update of financial system of record, leveraging best-in-class financial consolidation and reporting tools.

Financial expertise The company’s board of directors has determined that D.W.

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None of the members of the executive resources committee currently serves as a chief executive officer of another company.

meetings Eight meetings of the executive resources committee were held in 2023.

meetings Seven meetings of the executive resources committee were held in 2024.

highlights in

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● Approved overall compensation budget and incentive program for the company.

● 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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oversight The executive resources committee oversees the compensation programs and practices that are designed to encourage appropriate risk assessment and risk management.

Independence The members of the executive resources committee are independent, with the exception of M.R.

Crocker, who is not considered to be independent under the rules of the U.S.

Independence The members of the executive resources committee are independent, with the exception of N.A.

Hansen, who is not considered to be independent under the rules of the U.S.

Securities and Exchange Commission, Canadian securities rules and the rules of the NYSE American LLC due to his employment with Exxon Mobil Corporation.

However, the Canadian Coalition for Good Governance’s policy, “Governance Differences of Equity Controlled Corporations”, views Mr.

Crocker as a related director and independent of management and who may participate as a member of the company’s executive resources committee.

Crocker’s participation helps to ensure an objective process for determining compensation of the company’s officers and directors and assists the deliberations of this committee by bringing the views and perspectives of the majority shareholder.

Hansen as a related director and independent of management and who may participate as a member of the company’s executive resources committee.

Hansen’s participation helps to ensure an objective process for determining compensation of the company’s officers and directors and assists the deliberations of this committee by bringing the views and perspectives of the majority shareholder.

Safety and sustainability committee

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Goldberg (vice-chair)

meetings Five meetings of the safety and sustainability committee were held in 2023.

meetings Four meetings of the safety and sustainability committee were held in 2024.

highlights in

● 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).

● Personnel and process safety systems performance and incident review.

● Environmental performance review (emissions, wildlife, waste, water) including ongoing oversight and guidance related to the Kearl environmental protection order.

● Emergency preparedness and security incident review.

● 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.

● In 2024, the company committed $19.2M through community benefits agreements to Indigenous communities across Canada.

● The company surpassed $6 billion in spending with Indigenous businesses since 2008, and achieved the highest annual business spend in 2024 ($925M).

● In 2024, Imperial hosted the first ever National Gathering in Cold Lake, Alberta which brought together Indigenous employees and allies from across the company to come together, share experiences, mentor and support each other.

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.

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The committee receives regular reports from management on these matters.

Independence The members of the safety and sustainability committee are independent, with the exception of M.R.

Independence The members of the safety and sustainability committee are independent, with the exception of N.A.

Nominations and corporate governance committee

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The committee is satisfied that its activities over the year have fulfilled its mandate.

Committee members ● M.C.

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.

Cornhill ● N.A.

meetings Six meetings of the nominations and corporate governance committee were held in 2024.

Committee highlights in

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● 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.

● Recommendation to establish the lead director position.

● Recommendation for changes to board and committee 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.

Independence The members of the nominations and corporate governance committee are independent, with the exception of M.R.

Crocker, who is not considered to be independent under the rules of the U.S.

Independence The members of the nominations and corporate governance committee are independent, with the exception of N.A.

Hansen, who is not considered to be independent under the rules of the U.S.

Securities and Exchange Commission, Canadian securities rules and the rules of the NYSE American LLC due to his employment with Exxon Mobil Corporation.

However, the Canadian Coalition for Good Governance’s policy, “Governance Differences of Equity Controlled Corporations”, views Mr.

Crocker as a related director and independent of management and who may participate as a member of the company’s nominations and corporate governance committee.

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.

Hansen as a related director and independent of management and who may participate as a member of the company’s nominations and corporate governance committee.

Hansen’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.

Finance committee

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Driscoll (vice-chair)

Five meetings of the finance committee were held in 2023.

Six meetings of the finance committee were held in 2024.

highlights in

● Review and recommendation of the company’s corporate and finance plans including the capital budget.

● Review and recommendation of the company’s corporate and finance plans.

● Review and recommendation of dividend declarations.

● Review and recommendation of share buyback programs.

● Review and recommendation of share buyback program.

● Review and recommendation of the company's pension plan asset allocation.

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.

Independence The members of the finance committee are independent, with the exception of N.A.

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.

The compensation offered to our nonemployee directors has both a cash and an equity component

with long vesting periods to attract and retain qualified directors while aligning their

interests 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.

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The internal assessment maintained the compensation design philosophy, objectives and principles, and was consistent with previous methodology used in this analysis.

Employees of the company or Exxon Mobil Corporation receive no extra pay for serving as directors.

Nonemployee directors receive compensation consisting of cash and restricted stock units.

Since 1999, the nonemployee directors have been able to receive all or part of their cash directors’ fees in the form of deferred share units.

Since 1999, the nonemployee directors have been able to receive all or part of their cash directors’ fees (including compensation for acting as lead director) in the form of deferred share units.

The purpose of the deferred share unit plan for nonemployee directors is to provide them with additional motivation to promote sustained improvement in the company’s business performance and shareholder value by allowing them to have all or part of their directors’ fees tied to the future growth in value of the company’s common shares.

The deferred share unit plan is described in more detail on page 142 .

Employees of the company or Exxon Mobil Corporation receive no extra pay for serving as directors.

Compensation decision making process and considerations

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The nominations and corporate governance committee does not target any specific percentile among comparator companies at which to align compensation for this group.

The comparator companies included in the benchmark sample are as follows:

Canadian Natural Resources Limited

Cenovus Energy Inc.

Enbridge Inc.

Canadian National Railway Company

Parkland Fuel Corporation

Royal Bank of Canada

Suncor Energy Inc.

Teck Resources Limited

TC Energy Corporation

TELUS Corporation

The comparator companies included in the benchmark sample are:

Canadian Natural Resources Limited, Cenovus Energy Inc., Enbridge Inc., Ovintiv Inc., Parkland Fuel Corporation, Suncor Energy Inc., and TC Energy Corporation

– Non-energy:

Air Canada, BCE Inc., Canadian National Railway Company, Nutrien Ltd., Royal Bank of Canada, Teck Resources Limited, and TELUS Corporation

Hedging policy

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Board retainer

The compensation of the nonemployee directors is assessed annually, and currently consists of a cash retainer for board membership and a grant of restricted stock units.

In 2021, the nominations and corporate governance committee reviewed and recommended a change to the annual grant of restricted stock units, increasing the grant from 3,000 to 3,300, with the annual retainer for board membership remaining at $110,000 per year.

The board subsequently approved this recommendation.

During 2023, the committee recommended and the board approved no changes to nonemployee director compensation.

The compensation of the nonemployee directors consists of a cash retainer and a grant of restricted stock units, and is assessed annually.

The last adjustment to director compensation was in 2021, when the nominations and corporate governance committee proposed, and the board approved, an increase to the annual grant of restricted stock units from 3,000 to 3,300 while maintaining the annual retainer for board membership at $110,000.

In February 2024, the role of lead director was created and additional compensation for the director serving in this position was set at $45,000 annually.

In October 2024, the committee recommended and the board approved maintaining the current compensation for non-employee directors.

This includes an annual cash retainer of $110,000 and a grant of 3,300 restricted stock units.

The additional annual cash retainer for the lead director remains at $45,000.

The following table summarizes the compensation terms for the nonemployee directors in 2024:

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Annual retainer terms:

Cash retainer:

Board membership $110,000 annually

Cash compensation for all non-employee directors:

Board membership $110,000

Committee chair None

Cash compensation for lead director:

Lead director $45,000

Equity based compensation:

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(50% vests on each of the 5 th and 10 th anniversary dates of the grant)

(a) The nonemployee directors may elect to take all or a portion of the cash retainer in the form of deferred share units.

(a) The nonemployee directors may elect to take all or a portion of the cash compensation in the form of deferred share units.

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.

(b) The lead director may elect to take all or a portion of the lead director cash compensation in the form of deferred share units.

In addition to compensation for board membership, the board determines the compensation for special committee membership when the committee is established.

There was no cash retainer in connection with the special committee that was in place during 2023.

There was no cash retainer in connection with the special committee that was in place until February 2024.

Equity based compensation

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The following table shows the portion of the retainer each nonemployee director elected to receive in cash and deferred share units in 2024.

Election for 2023 director’s fees

Election for 2023 director’s fees in

Election for 2024 director compensation

Election for 2024 director compensation in

deferred share units

Cornhill 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.

Driscoll 0 100

Goldberg 0 100

Cornhill was appointed as lead director in 2024 and has elected to receive his director fees and lead director fees in deferred share units.

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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(ii) the number of unexercised deferred share units held by the nonemployee directors on the dividend record date.

A nonemployee director may only exercise deferred share units by the end of the calendar year following the year of termination of service as a director of the company, including termination of service due to death.

No deferred share units may be exercised unless all of the deferred share units are exercised on the same date.

Deferred share units cannot be exercised until after termination of service as a director, including termination due to death, and must be exercised in their entirety in one election no later than December 31 of the year following the year of termination of service.

On the exercise date, the cash value to be received for the units is determined based on the company’s average closing price immediately prior to the date of exercise.

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The amount is determined for each cash dividend payment date by the following calculation:

(i) the cash dividend payable for a common share divided by the average closing price immediately prior to the payment date for that dividend;

(i) the cash dividend payable for a common share;

multiplied by

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Cornhill 155,000 3,300 — 155,000 330,957 80,474 566,431

Driscoll 82,500 3,300 — 82,500 254,496 673 337,669

S.R Driscoll 110,000 3,300 — 110,000 330,957 9,855 450,812

Floren 110,000 3,300 — 110,000 330,957 9,855 450,812

Goldberg 110,000 3,300 — 110,000 330,957 9,855 450,812

55,000 — — 55,000 — 85,346 140,346

Hubbs 110,000 3,300 — 110,000 330,957 85,717 526,674

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 2024, B.W.

Corson and M.R.

Crocker did not receive compensation for acting as directors.

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.

Corson and N.A.

Hansen did not receive compensation for acting as directors.

(b) "Annual retainer for board membership" includes the cash compensation for both board membership and lead director for D.W.

(c) “Total fees paid in cash” is the portion of the “Annual retainer for board membership” that the director elected to receive as cash.

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This amount plus the “Total value of restricted stock units” amount is shown as “Share-based awards” in the Director compensation table on page 145 .

(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).

(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 gran t, December 4, 2024 ($100.29).

(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.

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Cornhill received $42,110 in dividend equivalent payments on restricted stock units, additional deferred share units valued at $38,232 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.

In 2024, S.R Driscoll received $5,940 in dividend equivalent payments on restricted stock units, additional deferred share units valued at $3,783 in lieu of dividends on deferred share units and insurance premiums of $132.

In 2024, J.N.

Floren received $5,940 in dividend equivalent payments on restricted stock units, additional deferred share units valued at $3,783 in lieu of dividends on deferred share units and insurance premiums of $132.

In 2024, G.J.

Goldberg received $5,940 in dividend equivalent payments on restricted stock units, additional deferred share units valued at $3,783 in lieu of dividends on deferred share units and insurance premiums of $132.

In 2024, M.C.

Hubbs received $39,120 in dividend equivalent payments on restricted stock units, additional deferred share units valued at $46,465 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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Goldberg — 440,957 — — — 9,855 450,812

Hoeg — 55,000 — — — 85,346 140,346

Hubbs — 440,957 — — — 85,717 526,674

Mintz — 55,000 — — — 80,009 135,009

Sutherland — 55,000 — — — 102,176 157,176

(a) As directors employed by the company or Exxon Mobil Corporation in 2024, B.W.

Corson and M.R.

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.

Corson and N.A.

Hansen did not receive compensation for acting as directors.

(b) Represents all fees awarded, earned, paid or payable in cash for services as a director.

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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.

In 2024, J.N.

In 2024, G.J.

In 2024, M.C.

Five-year look back at total compensation paid to nonemployee directors

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Goldberg — — — — 8,951 792,969

— — — — 16,700 1,260,516

Hubbs — — — — 39,626 3,510,467

— — — — 16,700 1,260,516

Sutherland (b)

— — — — 16,700 1,260,516

(a) As directors employed by the company or Exxon Mobil Corporation in 2024, B.W.

Corson and M.R.

Crocker did not receive compensation for acting as directors.

Driscoll, J.N.

Floren and G.J.

Goldberg were elected to the board on May 2, 2023.

Mintz and D.S.

Sutherland retired from the board on May 2, 2023.

(d) Value is based on the closing price of the company’s shares on December 31, 2023 ($75.48).

Mintz and D.S.

Sutherland, the value represents restricted stock units held as of December 31, 2023, as each of them exercised their deferred share units by the end of the 2023.

Corson and N.A.

Hansen did not receive compensation for acting as directors.

(b) Represents restricted stock units and deferred share units held as of December 31, 2024.

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

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Goldberg — — —

Hoeg — 3,914,117 —

Hubbs — 154,164 —

Mintz — 3,595,688 —

Sutherland — 3,438,084 —

(a) As directors employed by the company or Exxon Mobil Corporation in 2024, B.W.

Corson and M.R.

Crocker did not receive compensation for acting as directors.

Driscoll, J.N.

Floren and G.J.

Goldberg were elected to the board on May 2, 2023.

Mintz and D.S.

Sutherland retired from the board on May 2, 2023.

(b) Represents restricted stock units granted in 2016 and 2018, which vested in 2023.

Corson and N.A.

Hansen did not receive compensation for acting as directors.

(b) Represents restricted stock units granted in 2019, which vested in 2024.

Value is based on the average of the weighted-average price (as determined by the Toronto Stock Exchange) of common shares of the company on the vesting date and the four consecutive trading days immediately prior to the vesting date.

Hoeg, the value also includes 55,991.53 deferred share units that were exercised on May 3, 2023 after her retirement, at a price of $67.83 which was the weighted average price of common shares of the company on the five consecutive trading days immediately prior to the exercise date.

Mintz, the value also includes 50,237.90 deferred share units that were exercised on May 2, 2023 after his retirement, at a price of $69.26 which was the weighted average price of common shares of the company on the five consecutive trading days immediately prior to the exercise date.

Sutherland, the value also includes 48,551.19 deferred share units that were exercised on July 28, 2023 after his retirement, at a price of $68.42 which was the weighted average price of common shares of the company on the five consecutive trading days immediately prior to the exercise date.

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

Share ownership guidelines are established to align interests with those of shareholders,

thereby promoting the creation of long-term value.

Independent directors are required to hold the equivalent of at least 16,500 shares of Imperial Oil Limited, including common shares, deferred share units and restricted stock units, within five years from the date of joining the board.

The chairman, president and chief executive officer has separate share ownership requirements and must, within three years of his appointment, acquire shares of the company, including common shares and restricted stock units, of a value of no less than five times his base salary.

The board of directors believes that these share ownership guidelines will result in an alignment of the interests of board members with the interests of all other shareholders.

The board of directors believes that these share ownership guidelines result in an alignment of the interests of board members with the interests of all other shareholders.

As of the date of this circular, the independent directors currently have holdings of 116,705 shares which meets the required guideline.

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(February 16,

February 14, 2025) (#)

common shares,

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In doing so, they are expected to observe the highest standards of integrity in the conduct of the company’s business, with the methods employed to attain results being as important as the results themselves.

The board has adopted a written code of ethics and business conduct (the “Code”) which can be found on the company’s website at www.imperialoil.ca/en-CA/Investors/Investor-relations , including any applicable amendments.

The board has adopted a written code of ethics and business conduct (the “Code”) which can be found on the company’s website at https://www.imperialoil.ca/investors/corporate-governance/ethics-and-standards-of-business-conduct and on SEDAR+ at www.sedarplus.ca , including any applicable amendments.

The Code applies to each of the company’s directors, officers and employees, and consists of the ethics policy, the conflicts of interest policy, the corporate assets policy, the directorships policy and the procedures and open door communication.

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In addition, the directors of the company must comply with the conflict of interest provisions of the Canada Business Corporations Act, as well as the relevant securities regulatory instruments, in order to ensure that the directors exercise independent judgment in considering transactions and agreements in respect of which such director has a material interest.

Under the company’s procedures and open door communication, employees are encouraged and expected to refer suspected violations of the law, company policy or internal controls and procedures by various means, including to their supervisors or the company’s ethics advisor, controller or general auditor.

Imperial also has an ethics “hotline” that is operated by a third-party service provider and offers confidential, anonymous reporting 24 hours a day, seven days a week.

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The company’s internal auditors audit each business line’s compliance with the program and report to the audit committee.

Directors, officers and employees review the company’s standards of business conduct (which includes the Code) on an annual basis, with independent directors and all employees being required to sign a declaration confirming that they have read and are familiar with the standards of business conduct.

In addition, every four years a business practices review is conducted in which managers review the standards of business conduct with all employees in their respective work units.

Directors, officers and employees review the company’s standards of business conduct (which includes the Code) on an annual basis, with independent directors and employees being required to sign a declaration confirming that they have read and are familiar with the standards of business condu ct.

In addition, every two years a business practices review is conducted in which managers review the standards of business conduct with all employees in their respective work units.

The board, through its audit committee, examines the effectiveness of the company’s internal control processes and management information systems.

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The audit committee is composed entirely of independent directors.

Each other committee is composed entirely of the independent directors and M.R.

Crocker, who is an employee of Exxon Mobil Corporation and although deemed non-independent under the relevant standards by virtue of his employment, is viewed as independent of the company’s management.

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, and although Mr.

Hansen will be deemed non-independent under the relevant standards by virtue of his employment with Exxon Mobil Corporation, he will be viewed as independent of the company’s management.

Each other committee is composed entirely of the independent directors and N.A.

Hansen, who is an employee of Exxon Mobil Corporation and although deemed non-independent under the relevant standards by virtue of his employment, is viewed as independent of the company’s management.

The agendas of each of the board and its committees are not set by management alone, but by the board as a whole and by each committee.

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The board may also utilize ad hoc or special committees when considering various matters.

The independent directors conduct executive sessions in the absence of members of management.

In 2023 these meetings were chaired by D.W.

Cornhill, the independent director designated by the independent directors to chair and lead these discussions.

Eight executive sessions were held in 2023.

Following the establishment of the lead director position in 2024, the executive sessions of the board are chaired by the lead director.

The independent directors conduct executive sessions in the absence of members of management, which are held in conjunction with every board meeting.

Eight e xecutive sessions were held in 2024.

The executive sessions of the board are chaired by the lead director.

The company’s delegation of authority guide provides that certain matters of the company are reviewed by functional contacts within ExxonMobil.

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Structures and processes are in place to caution, track and monitor reporting insiders, nonemployee directors and key employees with access to sensitive information with respect to personal trading in the company’s shares.

The company's code of ethics prohibits employees from securities transactions based on material, non-public information learned through their positions with the company.

The company also has guidelines regarding corporate disclosure processes and procedures, as well as insider trading prohibitions and trading bans that are applicable to all directors, officers and employees.

The company's Code of Ethics and its Insider Trading and Blackout Guidelines prohibit all directors, officers and employees of the company, as well as the company itself, from securities transactions (including transactions involving the purchase, sale and/or other disposition of the company's shares or securities of other issuers) based on material, non-public information learned through their positions with the company.

The company believes that this policy is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations.

The company also has guidelines regarding processes and procedures relating to corporate disclosure, insider trading, and trading bans that are applicable to all directors, officers and employees.

Nonemployee directors are required to pre-clear any trad es in the company’s shares.

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Imperial has had at least one woman on its board continuously since 1977, and 40 percent of the board's independent directors are women.

The company does not have a formal written policy relating to the identification and nomination of directors who are women, Aboriginal peoples, persons with disabilities or members of visible minorities (the “designated groups”, as defined under the Canada Business Corporations Regulations, 2001), and has not adopted a target regarding members of the designated groups on its board.

With the objective of fostering a diversity of expertise, viewpoint and competencies, the board charter provides that the nominations and corporate

governance committee may consider a number of factors, including gender and membership in other designated groups, in assessing potential nominees.

The company does not have a formal written policy relating to the identification and nomination of directors who are women, Aboriginal peoples, persons with disabilities or members of visible minorities (the “designated groups”, as defined under the Employment Equity Act (Canada)) , and has not adopted a target regarding members of the designated groups on its board.

With the objective of fostering a diversity of expertise, viewpoint and competencies, the board charter provides that the nominations and corporate governance committee may consider a number of factors, including gender and membership in other designated groups, in assessing potential nominees.

The nominations and corporate governance committee assesses the work experience, other expertise, individual competencies and diversity of age, regional association and the designated groups that each existing director possesses and whether each nominee is able to fill any gaps amongst the existing directors.

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The board and the nominations and corporate governance committee also specifically consider diversity through targeted director recruitment processes.

With three of the company’s directors retiring in 2023, the board and the nominations and corporate governance committee completed an extensive director recruitment process in early 2023, with S.R.

Driscoll, J.N.

Floren and G.J.

Goldberg being elected as directors of the company at the annual meeting in 2023.

Diversity and the composition of the board was a key consideration throughout this process and the review of potential candidates, with the company instructing executive search firms to cultivate a diverse selection of potential nominees.

The result of the recruitment process brought further experience and diverse perspectives to the board and maintained 40 percent of the independent directors being women.

As of the date of this proxy circular, the number and percentage of directors and nominees who are members of the designated groups are:

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The company supports educational development and recruiting practices that facilitate the employment of Indigenous peoples, and in 2021 achieved Silver Certification in the Progressive Aboriginal Relations (PAR) program managed by the Canadian Council for Aboriginal Business.

Imperial maintains a supportive work environment through a range of development and

networking programs, including employee-led diversity networks that are focused on common interests.

Imperial maintains a supportive work environment through a range of development and networking programs, including employee-led diversity networks that are focused on common interests.

These programs are conducted in both virtual and in-person formats to reach a broad range of employees.

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Pertinent materials from these hosted events are available on the company’s website.

The company also hosts regular quarterly earnings calls in connection with earnings releases, and archives of these calls (including transcripts) are available on Imperial’s website for one year after each call.

The company also hosts regular quarterly earnings calls in connection with earnings releases, and archives of these calls (including transcripts) are available on the company’s website for one year after each call.

These calls allow the company to provide more insight and context regarding the company’s performance, as well as directly address questions from the investment community.

The company took a number of steps to ensure active engagement through the annual meeting that was held in a virtual only format.

Shareholders were given the opportunity to register a proxyholder to attend and ask questions in real time, and the company encouraged engagement from shareholders prior to the event.

This format also allowed shareholders, who may not otherwise have been able to attend in person, to log in as a guest and follow the meeting.

The webcast is available on the company website along with speeches and presentations from the annual general meeting and the outcome of the voting on each resolution.

Shareholders had the opportunity to attend and ask questions in real time (either personally or by appointing a proxyholder), and the company encouraged engagement from shareholders prior to the event.

This format allowed shareholders to attend the meeting, ask questions and provide direct feedback to management, when they may not otherwise have been able to attend in person.

The webcast and presentation materials from the annual general meeting, along with the outcome of the voting on each resolution, are available on the company’s website for one year.

The company annually solicits questions and comments from shareholders through the annual meeting of shareholders.

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In addition, the company’s Investor Relations team responds to shareholder queries throughout the year, and proactively reaches out to shareholders to obtain their views on matters identified broadly by shareholders, including with respect to environment, social and governance topics, as well as optimal engagement approaches.

In 2023, shareholder engagement and discussion involved a broad range of topics including capital allocation strategy, corporate guidance and operational performance, company growth plans, emission reduction plans and the Oil Sands Pathways to Net Zero initiative, and corporate strategy including with respect to the energy transition.

In 2024, shareholder engagement and discussion involved a broad range of topics including capital allocation strategy, corporate guidance and operational performance, company growth plans, emission reduction plans and the Pathways Alliance, and corporate strategy including with respect to the energy transition.

Investor perspectives were a factor considered in decision making, and investor feedback was incorporated into company disclosure improvement efforts.

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Exxon Mobil Corporation is the majority shareholder of the company, holding 69.6% of the company’s shares.

To the knowledge of the directors and executive officers of the company, the only shareholder who, as of February 15, 2024, owned beneficially, or exercised control or direction over, directly or indirectly, more than five percent of the outstanding common shares of the company, is Exxon Mobil Corporation, 22777 Springwoods Village Parkway, Spring, Texas, 77389-1425, which owns beneficially 372,942,029 common shares, representing approximately 69.6 percent of the outstanding voting shares of the company.

To the knowledge of the directors and executive officers of the company, the only shareholder who, as of February 14, 2025, owned beneficially, or exercised control or direction over, directly or indirectly, more than ten percent of the outstanding common shares of the company, is Exxon Mobil Corporation, 22777 Springwoods Village Parkway, Spring, Texas, 77389-1425, which owns beneficiall y 354,294,928 c ommon shares, representing approximately 69.6 percent of the outstanding voting shares of the company.

As a consequence, the company is a “controlled company” for purposes of the listing standards of the NYSE American LLC and a “majority controlled company” for purposes of the TSX Company Manual.

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Related party transactions with ExxonMobil and its subsidiaries are analyzed and reviewed by management on a quarterly basis to understand any significant variances from period to period, and reviewed with the board of directors on an annual basis.

The company undertook a number of issuer bid transactions during 2023 that involved ExxonMobil.

On June 27, 2023, the company implemented a 12-month “normal course” share purchase program, allowing the company to purchase up to five percent of its outstanding common shares as of June 15, 2023, or a maximum of 29,207,635 shares.

The program ended on October 19, 2023 upon the company purchasing the maximum allowable number of shares, with 8,879,143 common shares purchased on the open market and a corresponding 20,328,492 common shares purchased from ExxonMobil concurrent with, but outside of the program to maintain its shareholding at approximately 69.6 percent.

On November 3, 2023, the company commenced a substantial issuer bid that offered to purchase 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 purchasing 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 the company's issued and outstanding shares (as of the close of business on October 30, 2023).

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

On June 24, 2024, the company implemented a new 12-month “normal course issuer bid” share purchase program, allowing the company to purchase up to a maximum of 26,791,840 shares during the period June 29, 2024 to June 28, 2025.

The program ended on December 19, 2024 upon the company purchasing the maximum allowable number of shares, with 8,144,739 common shares purchased on the open market and a corresponding 18,647,101 c ommon shares purchased from ExxonMobil to maintain its shareholding at approximately 69.6 percent.

The amounts of purchases and revenues by the company and its subsidiaries for other transactions in 2024 with ExxonMobil and its affiliates were $3,617 million and $11,725 million, respectively.

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The company and that affiliate also have a contractual agreement to provide for equal participation in new upstream opportunities.

The company had an existing agreement with ExxonMobil to provide for the delivery of management, business and technical services to Syncrude Canada Ltd.

by ExxonMobil, which was terminated in connection with the transfer of operatorship of Syncrude on September 30, 2021.

As at December 31, 2024, the company had an outstanding loan of $3,447 million under an existing agreement with an affiliated company of ExxonMobil that provides for a long term, variable rate loan from ExxonMobil to the company of up to $7.75 billion (Canadian) at market interest rates.

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The named executive officers of the company at year end 2024 are listed below, all of whom remain in their positions as of February 14, 2025.

Position held at the end of 2023 (date office held):

In connection with his upcoming retirement from the company, B.W.

Corson has resigned as president effective April 1, 2025, and has resigned as chairman and chief executive officer effective at the conclusion of the annual meeting of shareholders on May 8, 2025.

The board has appointed J.R.

Whelan as president of the company effective April 1, 2025, as chief executive officer effective at the conclusion of the annual meeting of shareholders on May 8, 2025, and, provided that Mr.

Whelan is elected as a director at such meeting, as chairman effective at the conclusion of such meeting.

Position held (date office held):

Chairman, president and chief executive officer

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(2019 – 2020)

President, ExxonMobil Upstream Ventures

(2015 – 2019) (affiliate)

Calgary, Alberta, Canada

Position held at the end of 2023 (date office held):

Position held (date office held):

Senior vice-president, finance and administration, and controller

3 unchanged sentences

Calgary, Alberta, Canada

Position held at the end of 2023 (date office held):

Gomez-Smith , 56

Calgary, Alberta, Canada Position held (date office held):

Senior vice-president, upstream

1 unchanged sentence

Other positions in the past five years (position, date office held and status of employer):

Vice-president, production, upstream

(2019 – 2020)

Senior planning advisor, corporate strategic planning, upstream, Exxon Mobil Corporation

Director, safety and risk, global operations and sustainability, Exxon Mobil Corporation

(2019 – 2024) (affiliate)

Position held (date office held):

(2024 – Present)

Other positions in the past five years (position, date office held and status of employer):

Global process manager, Financial close, consolidation and external reporting, ExxonMobil Global Business Solutions

(2023 – 2024) (affiliate)

Enterprise consolidation and external reporting manager, ExxonMobil Global Business Solutions

(2023 – 2023) (affiliate)

Business services manager and controller, North Asia, ExxonMobil (China) Investment Co.

(2019 – 2023) (affiliate)

Calgary, Alberta, Canada

Position held at the end of 2023 (date office held):

Position held (date office held):

Vice-president, general counsel and corporate secretary

(2020 – Present)

Other positions in the past five years (position, date office held and status of employer):

Assistant controller

(2019 – 2023)

Upstream controller

Assistant general counsel, downstream and corporate departments and corporate secretary

(2019 – 2020)

Calgary, Alberta, Canada

Position held at the end of 2023 (date office held):

Other executive officers of the company

In addition to the named executive officers listed on the previous page, the following individuals are executive officers of the company as of February 14, 2025.

Position held (date office held):

Senior vice-president, sustainability, commercial development and product solutions

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Calgary, Alberta, Canada

Other executive officers of the company

In addition to the named executive officers listed on the previous page, the following individuals are executive officers of the company as of February 15, 2024.

Desjardins, 50

Calgary, Alberta, Canada Position held (date office held):

Vice-president, human resources

(2020 – Present)

Other positions in the past five years (position, date office held and status of employer):

Human resources services manager, global human resources operations, Exxon Mobil Corporation

(2018 – 2020) (affiliate)

Calgary, Alberta, Canada Position held (date office held):

Director, corporate tax

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No other positions in the past five years

Christopher S.

Leyerzapf, 49

Calgary, Alberta, Canada Position held (date office held):

Vice-president, general counsel and corporate secretary

(2020 – Present)

Other positions in the past five years (position, date office held and status of employer):

Assistant general counsel, downstream and corporate departments and corporate secretary

(2019 – 2020)

Christopher Leyerzapf, 48

Position held (date office held):

Assistant controller

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(2019 – 2021)

Senior financial advisor, upstream corporate reporting, Exxon Mobil Corporation

(2018 – 2019) (affiliate)

Calgary, Alberta, Canada

Position held (date office held):

2 unchanged sentences

Other positions in the past five years (position, date office held and status of employer):

US and Canada commercial fuel sales and marketing manager, product solutions, fuels value chain, Exxon Mobil Corporation (2021 – 2023) (affiliate)

Business analysis and reporting manager, controllers, Exxon Mobil Corporation

Baton Rouge polyolefins plant manager, product solutions, Baton Rouge chemical plant, Exxon Mobil Corporation

(2022 – 2024) (affiliate)

Baton Rouge fuels refinery process department head, Baton Rouge refinery, Exxon Mobil Corporation (2017 – 2019) (affiliate)

Mont Belvieu plastics plant process manger, Mont Belvieu chemical plant, Exxon Mobil Corporation

(2019 – 2022) (affiliate)

Sarnia, Ontario, Canada

Calgary, Alberta, Canada Position held (date office held):

Vice-president, human resources

(2024 – Present)

Other positions in the past five years (position, date office held and status of employer):

Human resources manager, upstream and ExxonMobil Canada

(2020 – 2024)

Executive compensation

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Senior vice-president, upstream

Senior vice-president, sustainability, commercial development, and product solutions

Vice-president, general counsel and corporate secretary

Executive summary

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In 2024, Imperial delivered strong business results across a wide range of performance dimensions.

Through its focus on strategic priorities and commitment to delivering reliable, affordable, and lower emission energy to Canadians, the company is positioned for long-term success, and able to drive long-term shareholder value.

The company's disciplined approach and focus on cost efficiencies allows it to realize the full benefit of market conditions and deliver strong financial performance.

Imperial demonstrated its commitment to growing shareholder value while delivering affordable and reliable energy for societal needs and taking meaningful steps to support the energy transition.

The company's disciplined approach and focus on cost management allows it to realize the full benefit of market conditions and deliver strong financial performance.

For more information on the 2024 key business results see page 165 .

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The compensation discussion and analysis ("CD&A") section that follows describes the compensation program for the company's named executive officers and how the program supports the business goals of the company.

Key decisions approved by the committee are as follows:

• The committee approved competitive base salaries for named executive officers, consistent with the salary program for all executives.

• The 2023 bonus program awards were approved at lower levels than 2022, reflective of changes in year-on-year earnings performance and further differentiated by individual performance.

• The committee granted restricted stock unit awards in keeping with program design, with the value of awards having increased year-on-year in line with increases in stock price.

The committee has reviewed and discussed the CD&A with management of the company and has recommended to the board that the CD&A be included in the company’s management proxy circular for the 2024 annual meeting of shareholders and annual report of Form 10-K.

The evolution of pay during 2022-2024 demonstrates the strength of our compensation program design:

highly performance based, share-denominated, tied to business and individual performance, resulting in greater degree of volatility versus benchmark company programs and better aligned with the experience of our long-term shareholders.

The committee has reviewed and discussed the CD&A with management of the company.

Based on that review and discussion, the committee has recommended to the board that the CD&A be included in the company’s management proxy circular for the 2025 annual meeting of shareholders and annual report on Form 10-K.

On behalf of the committee, I encourage you to read the comprehensive disclosure in the CD&A that follows.

The committee is committed to overseeing all aspects of the executive compensation program in the best interests of the company and all shareholders.

Chair, executive resources committee

We are committed to overseeing all aspects of the executive compensation program in the best interests of the company and all shareholders.

Chair, executive resources committee Members, executive resources committee

Compensation design

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Highly differentiated pay-for-performance is foundational to the company's compensation program design.

The extent to which executives achieve pre-established goals, assessed over near- and long-term horizons, is a key differentiating factor in executives' pay deliberations.

The extent to which executives achieve pre-established goals and deliver on the organization's commitments, assessed over near- and long-term horizons, is a key differentiating factor in executives' pay deliberations.

Performance evaluation directly impacts level of base salary, bonus, and long-term incentive awards.

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It begins with recruiting exceptional people, and continues with individually planned experiences and training, which leads to broad development and a deep understanding of our business across the business cycle.

The compensation program is designed to attract and retain talent for a career through compensation that is market competitive, highly differentiated by individual performance, and with long restriction periods that promote retention.

The compensation program is designed to attract and retain talent for a career through compensation that is market competitive, highly differentiated by individual performance, and promotes retention through long restriction periods.

Supported by strong governance practices

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Accountability and performance | Pages 159 - 160

• Board reviews and approves corporate goals and objectives annually;

• The board reviews and approves corporate goals and objectives annually;

integrated into company's plan cycle.

• Goals are cascaded at each level, tailored for area of responsibility;

• Goals are cascaded at each level of leadership, tailored for area of responsibility;

annual assessment versus planned goals results in differentiated pay outcomes.

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Annual compensation benchmarking | Page 164

• Target pay around the median, considering tenure in position, individual and business performance

• Focus on a range around the median of compensation benchmark peers, considering scale and complexity, tenure in position, individual and business performance.

Business performance | Page 165

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• Demonstrated leadership and accomplishments relative to established goals and objectives

Pay deliberations and decisions | Pages 170 - 171

Pay deliberations and decisions | Page 167

• Balances progress toward strategic objectives, business results, individual performance, and competitiveness of pay, taking into account experience in position

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Accountability and performance

Executive compensation program design is aligned with business model and talent development approach - long-term oriented, performance differentiated, and adaptable to evolving strategic priorities through goal setting.

The executive compensation program design is aligned with our business model and approach to talent development - long-term career oriented, performance differentiated, and adaptable to evolving strategic priorities through goal setting.

Strategic objectives

The company's long-term strategic objectives center around four key interdependent performance dimensions, reflective of the company's priority focus areas.

These objectives, fully integrated into the company's plan cycle, provide the framework for the organization to deliver on its commitments.

Strategic objectives have been established to drive sustainable growth in shareholder value while positioning the company for long-term success in a lower-emissions future.

These objectives are fully integrated into the company's plan and provide the framework for the organization to deliver on its commitments.

The strategic objectives have been established to drive sustainable growth in shareholder value while also positioning the company for long-term success in a lower-emissions future.

Long-term strategic objectives

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Business portfolio Optimize existing business portfolio, resilient to a transitioning energy system

The company's strategic objectives are translated into annual plan goals through a comprehensive process that incorporates corporate and functional plans.

The company's long-term strategic objectives are translated into annual plan goals through a comprehensive process that incorporates corporate and functional plans.

Plan goals are endorsed by the board.

A disciplined approach to establishing goals aligns executives to deliver on the company's strategic objectives.

The chief executive officer ("CEO") is primarily responsible for executing the company's long-term strategic objectives, as translated into annual plan goals.

CEO goals and objectives are supplemented with enterprise-wide initiatives.

The CEO is primarily responsible for executing the company's long-term strategic objectives, as translated into annual plan goals.

CEO goals and objectives are inclusive of enterprise-wide initiatives.

These include risk management, corporate reputation, talent management, research and technology, and management of major projects.

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Where faced with trade-offs across different priorities, these are discussed with senior management.

Design adaptable to evolving strategic priorities through integration in the company's plan process, corporate goals & objectives approved by the board

Long-term strategic objectives integrated to annual company plan process,

corporate goals and objectives approved by the board

Performance evaluation

The executive resources committee evaluates accomplishments across all business performance dimensions within the context of the company's long-term strategy.

Financial and operating metrics further support the committee's assessment.

Chief executive officer

The committee evaluates the CEO's performance across all performance dimensions within the context of the company's long-term strategy and evaluates progress against plan goals and objectives, which are reflective of the company's strategic objectives.

Financial and operating metrics available at time of review further support the committee's assessment.

Results of the annual performance evaluation inform level of pay, including salary, bonus, and restricted stock unit award.

Details on pay deliberations can be found on page 167 .

The company's strategic objectives are interdependent, with long-term success determined by delivery in each of the strategic objectives.

As such, the committee assigns equal weight to each of the four strategic objectives.

Recognizing the complexity and significant uncertainty inherent in a transitioning energy system, the committee maintains its focus on balancing the energy transition objectives and meeting society's need for affordable products that support modern life.

Relevant business performance measures include:

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• Progress on advancing long-term strategic interests.

1 non-GAAP financial measure – see definitions and frequently used terms section on page 175 .

Results of the annual performance evaluation inform level of pay, including salary, bonus, and restricted stock unit award.

For more details on pay deliberations for the CEO and other named executive officers, see pages 170 to 171 .

Chief executive officer

The committee evaluates the CEO's performance based on progress against plan goals and objectives, which are reflective of the company's strategic objectives and supported by financial and operating metrics.

The company's strategic objectives are interdependent, with long-term success determined by delivery in each of the strategic objectives.

As such, the committee assigns equal weight to each of the four strategic objectives.

Progress is discussed throughout the year in various board and committee reviews.

1 Non-GAAP financial measure – see definitions and frequently used terms on page 172

Progress towards delivering the company's business results and driving the strategic objectives is discussed throughout the year in various board and committee reviews.

Financial and operating metrics are assessed over near- and long-term time horizons, taking into account the broader business environment.

See page 168 for 2023 business performance.

See page 165 for 2024 business performance results.

Executive officers

The CEO reviews the performance of all other executive officers with the board during the annual executive development review.

The CEO reviews the performance of all other executive officers, who are responsible to deliver the company's business results and drive the strategic objectives, with the board during the annual executive development review.

Performance is evaluated based on accomplishments versus plan goals and objectives.

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The committee also takes into account demonstrated leadership in sustaining sound business controls and a strong ethical and corporate governance environment.

The committee does not use quantitative targets or formulae to assess individual performance or determine compensation.

The committee does not use quantitative targets or formulas to assess individual performance or determine compensation.

Formula-based performance assessments and compensation typically require emphasis on two or three business metrics.

For the company to be an industry leader and effectively manage the technical complexity and integrated scope of its operations, senior executives must advance multiple strategies and objectives in parallel, versus emphasizing one or two at the expense of others that require equal attention.

Disciplined approach holds executives accountable for business results and progressing strategic objectives, balancing short- and long-term activities

Leaders are held accountable to deliver and are assessed across all performance

dimensions, balancing short- and long-term priorities

Long-term award program

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• Investment decisions in a capital-intensive industry and management of risk play out over time horizons often decades in length, through volatile commodity price cycles, requiring executives to maintain a long-term view when making decisions.

• Long restriction periods ensure that a significant portion of pay reflects the outcome of these decisions and the experience of long-term shareholders.

• An alternate formula-based program would require a shorter time horizon to set meaningful, credible targets.

• Long restriction periods ensure that a significant portion of pay reflects the outcome of these decisions and aligns with the experience of long-term shareholders.

• A formula-based program would require a shorter time horizon to set meaningful, credible targets.

A shorter-term program could encourage short-term decision making, which is not aligned with the long investment lead times and capital-intensive nature of the business.

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2024 decisions

• As in prior years, and as a matter of principle, the committee did not adjust share grants to offset changes in the current share price, thus maintaining strong alignment in the experience of our executives and our long-term shareholders.

• Changes in award grants for named executive officers reflect individual performance.

• Long-term award value increased reflective of stock price, $77.12 at 2023 grant versus $72.62 in 2022, up from $44.08 in 2021, and $24.26 in 2020.

• As in prior years, and as a matter of principle, the committee did not adjust share grants to offset changes in the share price, thus maintaining strong alignment in the experience of our executives and our long-term shareholders.

• Award grants for named executive officers reflect individual performance.

• Long-term award value up, reflective of strong stock price, $100.29 at 2024 grant versus $77.12 in 2023, and $72.62 in 2022.

Stock ownership 1

• It is Imperial's policy that executives maintain significant stock ownership, with no accelerated vesting at retirement.

• The chairman, president and chief executive officer must, within three years of his appointment, acquire shares of the company, including common shares and restricted stock units, of a value no less than five times his base salary

• The chairman, president and chief executive officer must, within three years of appointment, acquire shares of the company, including common shares and restricted stock units, of a value no less than five times base salary.

Corson’s 2024 stock ownership, as shown on page 147 , exceeds the minimum requirement.

• Long restriction periods result in stock ownership far exceeding ownership guidelines typical among other companies across industries.

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Corson holds Exxon Mobil Corporation restricted stock granted in 2018 and previous years, as well as Imperial Oil restricted stock units granted since 2019.

Lyons holds Exxon Mobil Corporation restricted stock granted in 2017 and previous years, as well as Imperial Oil restricted stock units granted since 2018.

Younger holds Exxon Mobil Corporation restricted stock granted in 2019 and previous years, as well as Imperial Oil restricted stock units granted since 2020.

Lyons holds Imperial Oil restricted stock units granted since 2018, and Exxon Mobil Corporation restricted stock granted in 2017 and previous years is fully vested.

Gomez-Smith holds Exxon Mobil Corporation restricted stock granted in 2023 and previous years, as well as Imperial Oil restricted stock units granted in 2024.

1 Refer to definitions and frequently used terms on page 172

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Program design

• The executive resources committee ("committee") establishes the overall size of the bonus program.

• The committee establishes the overall size of the bonus program.

In establishing the annual bonus program, the committee:

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• uses judgment to manage the overall size of the annual bonus program taking into consideration the cyclical nature and long-term orientation of the business.

• A bonus award matrix is used to determine individual grant levels based on pay grade and individual performance.

• A bonus award matrix is used to determine individual award levels based on pay grade and individual performance.

• Tie to year-over-year change in earnings coupled with individual performance defines the risk/reward profile of the bonus program and results in greater degree of volatility versus market practice, aligned with our approach to executive compensation as discussed on page 157 .

2 unchanged sentences

2024 decisions

• 2023 bonus program awards were approved at lower levels than 2022, reflective of year-over-year changes in earnings performance;

• 2024 bonus program was approved at a lower level than 2023, reflective of year-over-year change in earnings performance.

• Individual awards for named executive officers further reflect individual performance.

• CEO bonus $1.7 million, down from $2.2 million in 2022.

Salary program

1 unchanged sentence

The overall size of the program is determined by annual benchmarking.

Individual salary increases are the result of individual performance, experience, and changes to pay grade.

Individual salary increases are the result of individual performance, experience, and pay grade.

2024 decisions

• For 2023, the committee approved competitive base salaries for named executive officers consistent with the salary program for all executives.

• The committee approved 2025 salary increases for named executive officers consistent with the salary program for all executives.

• Individual salary treatments take into account individual performance, level of responsibility and experience, and reflect market analysis and competitiveness at the time of the decision in 2024.

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Annual benchmarking

The executive resources committee conducts annual benchmarking to assess market competitiveness of executive pay and program design

The executive resources committee conducts annual benchmarking to assess

market competitiveness of executive pay and program design

Compensation benchmarking

In addition to the assessment of business and individual performance, the executive resources committee ("committee") benchmarks against a select group of major Canadian companies 1 .

In addition to the assessment of business and individual performance, the committee benchmarks against a select group of major Canadian companies on an annual basis.

Criteria for selecting benchmark companies 1 include:

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In assessing the appropriateness of pay levels, the committee considers scale and complexity, and tenure in position as relevant factors.

The committee focuses on a broad range around the median of compensation benchmark companies.

The committee focuses on a range around the median of compensation benchmark companies.

This provides the ability to:

2 unchanged sentences

• respond to changing business conditions.

The elements of Exxon Mobil Corporation and respective affiliates' compensation programs for B.

Lyons, and S.

Younger, including salary, annual bonus, and restricted stock units (long-term) compensation considerations, are generally similar to those of the company.

The elements of Exxon Mobil Corporation compensation program for B.W.

Lyons, and C.L.

Gomez-Smith, including salary, annual bonus, and restricted stock units are generally similar to those of the company.

1 Refer to definitions and frequently used terms on page 172

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• Delivered strong safety performance and effective enterprise risk management across the organization.

• Recognized as one of Canada's top employers by Mediacorp Canada Inc.

for the fourth consecutive year, and designated as a 2023 top employer for Canadians over 40 and for young people.

Commitment to sustainability

• Published Imperial's Advancing Climate Solutions and Corporate Sustainability Reports.

• Continued to progress the company's goals to reduce emissions intensity at its operated oil sands by 30% by 2030 compared with 2016 levels, and to achieve net zero (scope 1 and 2) by 2050 in operated assets through collaboration with government and industry partners.

• Established Low Carbon Solutions organization, focused on leveraging our unique capabilities in lower-emission technologies like renewable fuels, hydrogen and carbon capture and storage, to help customers meet their sustainability goals.

• Progressed Pathways foundational carbon storage hub project to provide crucial infrastructure to support oil sands emission reductions.

• Achieved start-up of the final boiler flue gas units at Kearl.

The six units now operating have the potential to reduce greenhouse gas emissions.

• Received first-ever shipment of renewable diesel at Kearl for use in mine fleet as part of the company's ongoing effort to reduce emissions and demonstrate suitability for use in heavy equipment.

• Through Imperial's partnership, E3 Lithium commissioned the Direct Lithium Extraction field pilot plant and began operations.

• Reached new milestone with $4.6 billion spent on Indigenous businesses since 2008.

• Received TSX Top 30 recognition based on the company's three-year average dividend-adjusted share price performance of 167 percent.

• Recognized as one of Alberta's top employers by Mediacorp Canada Inc.

and designated as a 2024 top employer for Canadians over 40 and for young people.

Financial performance

• Strong operating performance and reliability performance.

• Achieved net income of about $4.9 billion.

• Generated substantial cash with $3.7 billion in cash flow from operating activities, and $6.4 billion in cash flow from operating activities excluding the impacts of working capital.

• Increased quarterly dividend to $0.50 per share in the second quarter, increasing the annual dividend paid for the 29th consecutive year.

The dividend of $0.50 per share represents a 14% increase year over year.

• Exceptional operational performance and reliability drove strong financial results.

• Achieved nearly $4.8 billion of net income and the second highest ever earnings per share of over $9.

• Generated substantial cash with nearly $6.0 billion in cash flow from operating activities.

• Increased quarterly dividend to $0.60 per share in the first quarter, increasing the annual dividend paid for the 30 th consecutive year.

The annual dividend paid per share represents a 22 percent increase year over year.

• Total shareholder returns of $3.9 billion;

including dividends of $1.1 billion and share repurchases of $3.8 billion which includes a substantial issuer bid of $1.5 billion, and the accelerated completion of the company’s normal course issuer bid.

including dividends of $1.2 billion and accelerated share repurchases of $2.7 billion as part of the company’s normal course issuer bid.

Commitment to sustainability

• Pathways Alliance continued to progress early technical work and issued the request for proposals to pipeline manufacturers for the proposed transportation pipeline.

• Committed $19.2 million through community benefits agreements to Indigenous communities across Canada.

• Surpassed $6 billion in spending with Indigenous businesses since 2008, and achieved the highest annual business spend in 2024.

• Hosted its first-ever National Indigenous Gathering in Cold Lake, an event that brought together Indigenous leaders and allies from all areas of the company.

• The Low Carbon Solutions organization continued to evaluate and progress emission-reduction opportunities in carbon capture and storage, hydrogen, and lower-emission fuels, as well as lithium to supply the global battery and electric vehicle markets.

Upstream operations performance

• In response to off-lease seepage at Kearl, the company expanded monitoring, interception and collection systems.

The company also increased communications and engagement with local communities.

• Produced 413,000 gross oil-equivalent barrels per day of full-year upstream production;

driven by strong operations and a continued focus on low capital high return investments.

• Kearl’s full year production was the highest in the asset’s history, bringing full year production to 270,000 gross oil-equivalent barrels per day (191,000 barrels Imperial's share).

• Achieved best-ever quarterly production at Kearl of 308,000 gross oil-equivalent barrels per day (218,000 barrels Imperial's share) in the fourth quarter, and best-ever single-day production at Kearl of 363,000 gross oil-equivalent barrels per day (258,000 barrels Imperial's share) on December 25th.

• Completed conversion of last remaining haul trucks at Kearl to autonomous operation, which helped capture significant improvements to truck productivity and workforce safety.

• Produced 135,000 gross oil-equivalent barrels per day of full-year production at Cold Lake.

• Started-up steam-injection at Cold Lake Grand Rapids Phase 1, which will be the first solvent-assisted SAGD project in industry and is expected to reduce greenhouse gas emissions intensity by up to 40% compared to existing cyclic steam simulation technology.

• Delivered robust production growth at Kearl and Cold Lake.

Achieved Upstream production of 433,000 gross oil-equivalent barrels per day representing the highest full year production in over 30 years.

• Delivered significantly lower operating costs 1 across major Upstream assets.

• Achieved full-year production record at Kearl of 281,000 gross oil-equivalent barrels per day (200,000 barrels Imperial’s share).

• Successfully completed first sub 20-day turnaround at Kearl in the second quarter of 2024.

• Expanded market through TMX, secured first sale of Kearl cargo off TMX to Rongsheng China.

• Increased Cold Lake full-year production by nearly 10 percent from 2023 to 148,000 gross oil-equivalent barrels per day.

• Achieved a major milestone in the transformation of Cold Lake with industry's first solvent-assisted SAGD project at Grand Rapids, starting ahead of schedule in May 2024 and producing 22,000 barrels per day in the fourth quarter.

• Completed tie-ins for modules for the Leming SAGD redevelopment project.

The project is expected to start up in late 2025 with peak production anticipated to be around 9,000 barrels per day.

• Produced 75,000 gross oil-equivalent barrels per day of full-year production at Syncrude.

• Advanced field trial of our Enhanced Bitumen Recovery Technology at Aspen to validate the technology and prepare for commercial use.

This solvent technology has the potential to reduce greenhouse gas emissions intensity by 60% versus SAGD production.

• Commenced construction of the Enhanced Bitumen Recovery Technology (EBRT) pilot on Imperial's Aspen lease with pilot start-up anticipated by 2027.

Downstream and Chemical operations performance

• Achieved average throughput of 407,000 barrels per day with refinery capacity utilization of 94 percent, while completing significant turnaround activity on schedule and under budget at both the Strathcona and Sarnia refineries.

• Achieved several full-year production records across the company's refineries.

• Approved $720 million project to construct largest renewable diesel facility in Canada, located at Strathcona refinery, and commenced facility construction with renewable diesel production expected to begin in 2025.

• Achieved average throughput of 399,000 barrels per day with refinery capacity utilization of 92 percent while completing significant turnaround activity.

• Executed turnaround activities at all three refineries ahead of plan and below budget, including Nanticoke's most successful large turnaround event in decades.

• Added additional operational flexibility to co-process plant based feedstocks at the Strathcona refinery.

• Construction continued on Canada’s largest renewable diesel facility at the Strathcona refinery.

• Successfully completed proactive replacement of a section from the Winnipeg Products Pipeline, restoring pipeline fuel supply in the region.

• Further developed network of renewable diesel blending and offloading distribution terminals, expanding our capability to supply lower emission fuel options to our customers.

• Grew branded retail network to 2,600 sites.

• Sustained number one retail market share in Canada 2 .

• Reliable operational performance supported Chemicals net income of $171 million.

1 non-GAAP financial measure – see definitions and f requently used terms section on page 175 .

1 Non-GAAP financial measure – see definitions and frequently used terms on page 172 .

2 Based on Kalibrate survey data for Q4 2024.

Performance graph

The following graph shows changes over the past 5 years in the value of $100 invested in (i) Imperial Oil Limited common shares, (ii) the S&P/TSX Composite Index, and (iii) the S&P/TSX Composite Energy Index.

The S&P/TSX Composite Energy Index is currently made up of share performance data for 41 oil and gas companies including integrated oil companies, oil and gas producers, and oil and gas service companies.

The year-end values in the graph represent appreciation in share price and the value of dividends paid and reinvested.

The S&P/TSX Composite Energy Index is currently comprised of share performance data for 43 oil and gas companies including integrated oil companies, oil and gas producers, and oil and gas service companies.

The year-end values in the graph represent appreciation in share price and the value of dividends executed and reinvested.

The calculations exclude trading commissions and taxes.

3 unchanged sentences

This design reinforces the long-term linkage between executive compensation and the shareholding net worth of executives to the return on the company’s stock realized by shareholders.

Five-Year Cumulative Total Shareholder Returns

(Value of $100 invested on December 21, 2019)

(a) Effective December 21, 2012, S&P has discontinued the S&P/TSX Equity Energy Index.

This has been replaced with the S&P/TSX Composite Energy Index (STENRSR).

1 Refer to definitions and frequently used terms on page 172

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Chief executive officer

Corson is primarily responsible for executing the company's long-term strategic objectives while progressing plan goals in support of these objectives.

His level of salary in 2023 was determined by the committee based on his individual performance and to align with that of his peers at Exxon Mobil Corporation.

For 2023, the committee approved an increase of $80,000 USD to $884,000 USD ($1.19 million CAD).

For 2024, the committee approved a salary increase of $35,400 USD to $919,400 USD.

($1.24 million CAD).

Corson’s 2023 annual bonus of $1.27 million USD ($1.71 million CAD) was based on his performance as assessed by the committee.

His long-term incentive award of 86,800 restricted stock units was granted in the form of Imperial restricted stock units, not Exxon Mobil Corporation restricted stock, to reinforce alignment of his interests with that of the company’s shareholders.

His company restricted stock units are subject to vesting periods longer than those applied by most companies.

Corson is responsible for executing the company's long-term strategic objectives while progressing plan goals in support of these objectives.

In 2024, the company delivered strong business results across a wide range of performance dimensions as outlined on pages 160 , 165 and 166 .

Corson’s leadership, the company maintained its commitment to advantaged long-term investments and actively progressed cost savings.

This continues to position the company well to capture upside opportunities and provides flexibility to consider further investments as the opportunity pipeline matures, technology advances, and markets and policies evolve.

In acknowledgement of these achievements, the committee awarded total direct compensation of $12.1 million CAD.

Consistent with our pay philosophy, a significant portion was delivered through restricted stock units with 5- and 10-year vesting periods, longer than those applied by most companies.

The purpose of these long vesting periods is to reinforce the long investment lead times in the business and to link a substantial portion of Mr.

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During these vesting periods, the awards remain at risk of forfeiture even after retirement.

The committee has determined that the total compensation of Mr.

Corson was appropriate based on the company’s financial and operating performance, and its assessment of his effectiveness in leading the organization relative to the business performance measures outlined on page 163 .

• 2023 total direct compensation 1 down 1.4 percent versus 2022 reflective of lower bonus program offset by an increase in share price.

For 2024, the committee approved a salary 2 increase of $35,400 USD ($48,491 CAD) to $919,400 USD ($1.26 million CAD) and an annual bonus 2 of $1.26 million USD ($1.73 million CAD), based on his individual performance, experience and pay grade.

Corson’s 2024 long-term incentive award of 91,200 restricted stock units was granted in the form of Imperial restricted stock units, not Exxon Mobil Corporation restricted stock, to reinforce alignment of his interests with that of the company’s shareholders.

• 2024 total direct compensation 1 up 26.5 percent versus 2023 reflective of strong share price and increase in exchange rate.

• 75 percent of CEO total direct compensation 1 delivered in the form of restricted stock units with long restriction periods.

1 Refer to definitions and frequently used terms on page 175 .

Amounts are shown in Canadian dollars.

Other named executive officers

1 unchanged sentence

• Performance of the company;

• Individual performance;

• Individual performance and pay grade;

• Long-term strategic plan of the business;

• Annual compensation of comparator companies.

Taking all factors into consideration, the committee’s decisions on pay awarded to other named executive officers reflect judgment, rather than the application of formulae or targets.

Taking all factors into consideration, the committee’s decisions on pay awarded to other named executive officers reflect judgment, rather than the application of formulas or targets.

The committee approved the individual elements of compensation and the total compensation as shown in the summary compensation table.

1 Refer to definitions and frequently used terms on page 172 .

Amounts are shown in Canadian dollars.

2 Refer to footnotes on page 174 for information on compensation paid in U.S.

Other compensation elements

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These are viewed as the primary vehicle for retirement planning.

Named executive officers participate in the same savings and pension plan, including supplemental pension arrangements outside the registered plan, as other employees.

Lyons and C.L.

Gomez-Smith participate in Exxon Mobil Corporation plans.

Below are brief descriptions of the company's plans.

See the Pension Benefits section on page 179 for more details.

Plan Description

Savings plan • Employees with more than one year of service may contribute between 1 and 30 percent of normal earnings via payroll deductions.

• The company provides matching contributions up to 6% which vary depending on the amount of employee contributions and which defined benefit pension arrangement the employee participates.

• Employee and company contributions can be allocated in any combination to a non-registered (tax-paid) account, or a registered (tax-deferred) group retirement savings plan (RRSP), subject to contribution limits under the Income Tax Act.

Registered pension plan

• The company provides a registered defined pension benefit when leaving the company if age, service, and other provisions under the plan are met.

• Benefit available in various annuity forms upon retirement.

• Subject to income tax regulations that impose limits on the amounts that can be paid from a registered plan.

• Provides for pension benefits accrual only until December 1st in the year the employee reaches the age of 71.

• The company does not grant additional pension service credit.

Supplemental pension

• Addresses any portions of the defined benefit that cannot be paid from the registered plan due to income tax regulations.

• Executive officers who receive an annual bonus, can also receive an annual supplemental pension benefit resulting from the annual bonus.

• May be taken as a lump sum or an annuity.

• Not payable if an employee resigns or is terminated with cause before reaching retirement eligibility.

Award vesting and share utilization

The number of common shares of the company issuable under the plan to any insiders (as defined by the Toronto Stock Exchange) cannot exceed 10 percent of the issued and outstanding common shares, whether at any time, or as issued in any one year.

The company’s directors and officers as a group hold approximately 21 percent of the unvested restricted stock units that give the recipient the right to receive common shares that represent about 0.05 percent of the company’s outstanding common shares.

Currently, the maximum number of common shares that any one person may receive from the vesting of restricted stock units is 88,000 common shares, which is about 0.02 percent of the outstanding common shares.

Upon vesting, each restricted stock unit entitles the recipient the right to receive an amount equal to the value of one common share of the company, based on the five-day average closing price of the company’s shares on the vesting date and the four preceding trading days.

Units that vest on the third anniversary of the grant date vest as a cash payment.

Units that vest on the fifth, seventh, or tenth anniversary of the grant date vest as a cash payment, except that for units granted to Canadian residents, the recipient may receive one common share per unit or elect to receive a cash payment for the units.

During the restricted period, the recipient will also receive cash payments equivalent to the cash dividends paid to holders of regular common stock.

Consistent with the program documentation, the board of directors may amend the plan without shareholder approval for RSUs previously issued or to be issued in the future, unless the amendment is with respect to:

• Increasing the shares served for issuance;

• Increasing the vesting price;

• Extending eligibility to participate in the plan to persons not included in the plan;

• Extending the right of a grantee to transfer or assign RSUs;

• Adjusting the vesting date for any RSUs previously granted.

In the case of any subdivision, consolidation, or reclassification of the shares of the company or other relevant change in the capitalization of the company, the company, at its discretion, may make appropriate adjustments in the number of common shares to be issued and the calculation of the cash amount payable per restricted stock unit.

Granting practices

The executive resources committee ("committee") grants annual incentive awards to the company’s executive officers at its regular November meeting.

Incentive awards are granted to other eligible employees within the parameters of the bonus and restricted stock award ceilings approved by the committee.

The company’s compensation program does not include granting stock options.

No stock options have been granted since 2002 and there are no plans to make such grants in the future.

In 2020, the restricted stock unit plan was amended to update provisions regarding the vesting periods for the units granted in 2020 and onwards to the chairman, president and chief executive officer such that 50 percent of restricted stock units vest on the fifth anniversary and remaining 50 percent on the tenth anniversary.

For awards granted prior to 2020, the vesting of the tenth anniversary portion of the award is the later of 10 years or retirement.

As a result of an employee stock program expansion implemented in 2022, the restricted stock unit plan was amended to include an additional vesting schedule, in which some non-executive participants will be eligible for awards granted that vest 100 percent after 3 years.

Risk and governance

Compensation program underpinned by strong governance practices that discourage inappropriate risk taking

Executive stock ownership • Long holding periods on restricted stock units (RSUs) results in executives maintaining significant stock ownership during employment and for 7 years into retirement, with a longer holding period for the chairman, president and chief executive officer up to 10 years into retirement.

Significant pay at risk • Uniquely long restriction periods on RSUs substantially increase the percentage of career compensation at risk well into retirement.

• Unvested RSUs cannot be used as collateral for any purpose and cannot be assigned.

Strong forfeiture provisions • Unvested RSUs are at risk of forfeiture in the event of resignation, termination of employment, early retirement and/or detrimental activity, even if such detrimental activity occurs or is discovered after retirement.

• In the event of retirement prior to age 65 but after eligibility for early retirement (i.e., at least 55 years of age with at least 10 years of service), the executive resources committee, in the case of an executive officer, must approve the retention of awards.

Forfeiture provisions remain in place until an award has vested, including those that vest post retirement.

Clawback policies • In the event of a material negative restatement of the company's reported financial or operating results, the Board is authorized to take actions it deems necessary and appropriate, including the recoupment (clawback) of any bonus paid to an executive officer.

• Policies reflect the company's high ethical standards and strict compliance with accounting and other regulations applicable to public companies, including compliance with Rule 10D-1 of the US Securities Exchange Act of 1934 .

Anti-hedging/derivative policy • Company policy prohibits all employees, including executives, and directors, from being a party to a derivative or similar financial instrument, including puts, calls, or other options, future or forward contracts, or equity swaps or collars, with respect to the company or Exxon Mobil Corporation stock.

Annual assessment of compensation design • The executive resources committee ("committee") reviews the effectiveness and competitiveness of the compensation program design annually, and approves annual compensation recommendations for each named executive officer prior to implementation.

• The committee is responsible for overseeing the compensation program and practices that are designed to encourage appropriate risk assessment and risk management.

For further discussion on the company's risk management system and oversight, see "Risk oversight" on page 132 .

Independent compensation consultant • In 2024, the committee did not retain an independent consultant or advisor in determining compensation for any of the company’s officers or any other senior executives.

• The company’s management retained an independent consultant to provide an assessment of competitive compensation and market data for all salaried levels of employees in the company.

While providing this data, they did not provide individual compensation recommendations or advice for the compensation of the chairman, president, and chief executive officer or other senior executives.

No severance agreements • The company does not have written employment contracts or any other agreement with its named executive officers providing for payments on change in control or termination of employment.

• Eliminates any real or perceived "safety net" with respect to job security and increases the risk and consequences to the individual for performance that does not meet the highest standards.

No change in control arrangements

No guaranteed bonuses • Bonus remains at risk, subject to year-on-year change in performance.

• Demonstrated by bonus program suspension in 2020;

no award granted.

No additional stock grants to balance losses in value • The committee sets the size of the restricted stock unit program and does not offset a loss or gain in the value of prior restricted stock units by the value of current-year grants.

• Such a practice would minimize the risk/reward profile of stock-based awards and undermine the long-term view that executives are expected to adopt.

No accelerated vesting at retirement • Restricted stock units (RSUs) are not subject to acceleration, not even at retirement, except in the case of death.

• Unvested RSUs cannot be used as collateral for any purpose.

Definitions and frequently used terms

Please also refer to the "Frequently used terms" section of the company's Annual Report on Form 10-K for additional definitions and reconciliation of Non-GAAP financial measures.

Compensation benchmark companies consist of BCE Inc., Canadian Natural Resources Limited, Canadian Pacific Kansas City Limited, Canadian Tire Corporation, Cenovus Energy Inc., CNOOC Petroleum North America ULC, ConocoPhillips Canada Limited, Enbridge Inc., General Electric Canada Inc., Gibson Energy ULC, Irving Oil Ltd., Johnson & Johnson (Canada) Inc, MEG Energy Corp., Microsoft Canada Inc., NOVA Chemicals Corporation, Nutrien Ltd., Ovintiv Inc., Parkland Corporation, Pembina Pipeline Corporation, Pfizer Canada ULC, Shell Canada Limited, Suncor Energy Inc., TC Energy Corporation, Teck Resources Limited Inc., Valero Energy Inc.

and Veren Inc.

Dollar-denominated approach:

annual equity grant is based on target dollar value with underlying units adjusted to achieve target value.

Market common approach;

results in less volatility than a share-denominated award.

Non-GAAP financial measures

The following definitions are used in the compensation discussion and analysis as several of Imperial’s business and financial performance measures.

These measures are not prescribed by U.S.

Generally Accepted Accounting Principles (GAAP).

These measures constitute "non-GAAP financial measures" under Securities and Exchange Commission Regulation G and Item 10(e) of Regulation S-K, and "specified financial measures" under National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure of the Canadian Securities Administrators.

Reconciliation of these Non-GAAP financial measures to the most comparable GAAP measure, and other information required by these regulations, have been provided below or is available in the "Frequently used terms" section of the company’s most recent Annual Report on Form 10-K.

Non-GAAP financial measures and specified financial measures are not standardized financial measures under GAAP and do not have standardized definitions.

As such, these measures may not be directly comparable to measures presented by other companies, and should not be considered a substitute for GAAP financial measures.

• Cash flows from (used in) operating activities and asset sales (CFOAS) is the sum of the net cash provided by operating activities and proceeds from asset sales reported in the Consolidated statement of cash flows.

• Return on average capital employed (ROCE) is a measure of capital productivity, and equals net income excluding the after-tax cost of financing divided by total average capital employed.

Capital employed is property, plant and equipment, and other assets, less liabilities, excluding both short-term and long-term debt, including the company’s share of equity company debt.

• Operating costs is a non-GAAP financial measure that is the costs during the period to produce, manufacture, and otherwise prepare the company’s products for sale – including energy costs, staffing

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.

What changed 10-K

Item 9A. Controls and Procedures