IMPERIAL OIL LTD 10-K

Item 5. Market for registrant’s common equity, related stockholder matters and issuer purchases of equity securities Market information The company’s common shares are listed and trade on the Toronto Stock Exchange in Canada, and have unlisted trading privileges and trade on the NYSE American LLC in the United States. The symbol for the company’s common shares on these exchanges is IMO. As of February 14, 2025 there were 8,558 holders of record of common shares of the company. Information for security holders outside Canada Cash dividends paid to shareholders resident in the United States are, under the Canada-US income tax convention, subject to a Canadian non-resident withholding tax of 15 percent. The withholding tax is reduced to 5 percent on dividends paid to a corporation resident in the U.S. that owns at least 10 percent of the voting shares of the company. The rate of withholding applicable to other jurisdictions may vary. The company is a qualified foreign corporation for purposes of the reduced U.S. capital gains tax rates, which are applicable to dividends paid by U.S. domestic corporations and qualified foreign corporations. There is no Canadian tax on gains from selling shares owned by non-residents not carrying on business in Canada, as long as the shareholder does not, in any given 60-month period, own 25 percent or more of the shares of the company. Canada has approved several positions with respect to the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting ("MLI") , which may impact the taxability of dividends and capital gains in Canada if the shareholder’s country of residence has also approved these same positions of the MLI. The foregoing tax information is not intended to provide legal or tax advice, and shareholders are encouraged to consult a professional advisor with respect to all tax-related issues. During the fourth quarter, the company did not issue or sell any unregistered equity securities. Securities authorized for issuance under equity compensation plans Sections of the company’s management proxy circular are contained in the "Proxy information section", starting on page 111 . The company’s management proxy circular is prepared in accordance with Canadian securities regulations. Reference is made to the sections under the "Company executives and executive compensation": • Entitled "Performance graph" within the "Compensation discussion and analysis" section on page 166 of this report; and • Entitled "Equity compensation plan information", within the "Compensation discussion and analysis", on page 177 of this report. 34 Issuer purchases of equity securities Total number of shares purchased Average price paid per share (Canadian dollars) (a) Total number of shares purchased as part of publicly announced plans or programs Maximum number of shares that may yet be purchased under the plans or programs (b) October 2024 (October 1 - October 31) 5,541,599 104.65 5,541,599 8,815,978 November 2024 (November 1 - November 30) 5,289,708 103.34 5,289,708 3,526,270 December 2024 (December 1 - December 31) 3,526,270 98.88 3,526,270 — (a) Excludes 2 percent tax on repurchases of equity. (b) On June 24, 2024, the company announced by news release that it had received final approval from the Toronto Stock Exchange for a new normal course issuer bid to continue its then-existing share purchase program. The program enabled the company to purchase up to a maximum of 26,791,840 common shares during the period June 29, 2024 to June 28, 2025. This maximum included shares purchased under the normal course issuer bid from Exxon Mobil Corporation. As in the past, Exxon Mobil Corporation advised the company that it intended to participate to maintain its ownership percentage at approximately 69.6 percent. Imperial accelerated share purchases under the normal course issuer bid program, and the program completed on December 19, 2024 as a result of the company purchasing the maximum allowable number of shares under the program. The company will continue to evaluate the renewal of its normal course issuer bid share purchase program in June 2025 in the context of its overall capital activities. Purchase plans may be modified at any time without prior notice. Item 7. Management’s discussion and analysis of financial condition and results of operations Reference is made to the section entitled "Management’s discussion and analysis of financial condition and results of operations" in the "Financial section", starting on page 50 of this report.