What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-18 compared with 2025-02-19 · 682 added, 682 removed, 3318 unchanged (29% 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.

11 unchanged sentences

The company’s management proxy circular is prepared in accordance with Canadian securities regulations.

The company currently has seven directors.

The company currently has eight directors.

The articles of the company require that the board have between five and fifteen directors.

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

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

Each of the seven individuals listed in the section entitled "Nominees for director" on pages 114 to 118 of this report have been nominated for election at the annual meeting of shareholders to be held May 4, 2026.

All of the nominees are now directors and have been since the dates indicated.

Cornhill is currently a director and is not standing for re-election in 2026 as he has reached the company’s mandatory retirement age for directors.

In February 2025, B.W.

Corson, then chairman, president and chief executive officer, announced his intention to retire in 2025 and to not stand for re-election as director at the May 8, 2025 annual meeting of shareholders.

Corson was succeeded as president by J.R.

Whelan on April 1, 2025, and continued as chairman and chief executive officer until his retirement from those positions on May 8, 2025.

In connection with B.W.

Corson’s retirement, J.R.

Whelan was appointed as president effective April 1, 2025, and he assumed the additional roles of chairman and chief executive officer on May 8, 2025.

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

6 unchanged sentences

• "Restrictions on insider trading", starting on page 150 of this report;

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

• "Largest shareholders", on page 153 of this report.

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

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As of December 31, 2025, (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 beneficial ownership of the same 56,093,577 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 42,615,029 of those shares, and (iii) FMR LLC and Abigail P.

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

9 unchanged sentences

stock units (b)

Corson 10,000 462,500 124,328 59,700

Whelan — 106,400 36,859 73,800

10,000 423,400 135,402 44,000

Lyons — 126,400 11,565 —

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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.

The directors and officers as a group own less than 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.

(b) Restricted stock units do not carry voting rights prior to the issuance of shares on settlement of the awards.

Corson is a named executive officer in 2025 by virtue of acting as chief executive officer until May 8, 2025.

Corson also acted as president until April 1, 2025 and chairman of the board until May 8, 2025.

Certain relationships and related transactions, and director independence

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

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.

Hansen and T.T.

Bryja are deemed under the relevant standards to be non-independent members of the board of directors and the committees on which they have served (in 2025, they were each members of the executive resources committee, safety and sustainability committee, nominations and corporate governance committee and finance committee;

as of January 29, 2026, in connection with the board’s periodic review of its governance structures and practices, the executive resources committee and the nominations and corporate governance committee consist solely of independent directors, and as a result T.T.

Bryja and N.A.

Hansen ceased serving on those two committees).

As employees of Exxon Mobil Corporation, N.A.

Hansen and T.T.

Bryja are each independent of the company’s management and are able to assist these committees by reflecting the perspective of the company’s shareholders.

Principal accountant fees and services

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The following exhibits, numbered in accordance with Item 601 of Regulation S-K, are filed as part of this report:

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.

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

Amended and Restated By-Law No.

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

Syncrude Bitumen Royalty Option Agreement, dated November 18, 2008, setting out the terms of the exercise by the Syncrude Joint Venture owners of the option contained in the existing Crown Agreement to convert to a royalty payable on the value of bitumen, effective January 1, 2009 (Incorporated herein by reference to Exhibit 1.01(10)(ii)(2) of the company’s Form 8-K filed on November 19, 2008 (File No.

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

1 unchanged sentence

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

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

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

1 unchanged sentence

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

(19) Insider Trading and Blackout Guidelines (Incorporated herein by reference to Exhibit (19) of the company's Annual Report on Form 10-K for the year ended December 31, 2024 (File No.

(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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Imperial Oil Limited

by _____ /s/ Bradley W.

by _____ /s/ John R.

Chairman, president and chief executive officer

1 unchanged sentence

Signature Title

/s/ Bradley W.

Chairman, president and

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(Principal financial officer and principal accounting officer)

Bryja Director

/s/ Sharon R.

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Other comprehensive income (loss) information

Divestment activities

Supplemental information on oil and gas exploration and production activities (unaudited) 109

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Net income (loss) excluding identified items is a non-GAAP financial measure that is total net income (loss) excluding individually significant non-operational events with an absolute corporate total earnings impact of at least $100 million in a given quarter.

The net income (loss) impact of an identified item for an individual segment in a given quarter may be less than $100 million when the item impacts several segments or several periods.

The net income (loss) impact of an identified item for an individual segment may be less than $100 million when the item impacts several segments or several periods.

The most directly comparable financial measure that is disclosed in the financial statements is "Net income (loss)" within the company’s Consolidated statement of income.

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Less identified items included in Net income (loss)

Gain/(loss) on sale of assets — — 208

Impairments (570) — —

Restructuring charges (249) — —

Subtotal of identified items (1,031) — —

Net income (loss) excluding identified items 4,299 4,790 4,889

(a) Contractual obligations associated with the Norman Wells end of field life acceleration.

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

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the IPCC Likely Below 2°C scenarios and three scenarios from the IEA;

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

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

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

IEA Stated Policies Scenario (STEPS;

2025 World Energy Outlook (WEO)), which reflects a sector-by-sector assessment of current policy in place and those announced by governments;

IEA Announced Pledges Scenario (APS;

2024 WEO), which reflects aspirational government targets met on time and in full;

and IEA Net Zero Emissions by 2050 Scenario (NZE;

2025 WEO), which the IEA describes as highly ambitious and challenging, acknowledging that society is not currently on the IEA NZE pathway.

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

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

Even with significant efficiency gains, global energy demand is projected to rise by almost 15 percent from 2023 to 2050.

Even with significant efficiency gains, global energy demand is projected to rise by over 10 percent from 2024 to 2050.

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)).

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From 2024 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 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.

Electricity from wind and solar is expected to increase nearly 400 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.

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 approximately 65 percent.

Energy for transportation - including cars, trucks, ships, trains, and airplanes - is expected to increase by nearly 25 percent from 2024 to 2050.

Transportation energy demand is expected to account for over 50 percent of the growth in liquid fuels demand worldwide over this period.

Light-duty vehicle demand for liquid fuels is projected to have peaked this decade, and then decline to levels seen in the early-2010s 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 approximately 60 percent.

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

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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.

By 2050, global demand for liquid fuels is projected to grow to approximately 110 million oil-equivalent barrels per day, an increase of about 10 percent from 2023.

The non-OECD share of global liquid fuels demand is expected to increase to nearly 70 percent by 2050, as liquid fuels demand in the OECD is expected to decline by more than 25 percent.

By 2050, global demand for liquid fuels is projected to grow to nearly 115 million oil-equivalent barrels per day, an increase of about 10 percent from 2024.

The non-OECD share of global liquid fuels demand is expected to increase to about 70 percent by 2050, as liquid fuels demand in the OECD is expected to decline by more than 25 percent.

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

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

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.

Global natural gas demand is expected to rise nearly 20 percent from 2024 to 2050, with approximately 70 percent of that increase coming from the Asia Pacific region.

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

In total, about 35 percent of the growth in natural gas supplies is expected to come from unconventional sources.

In total, over 40 percent of the growth in natural gas supplies is expected to come from unconventional sources.

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

Liquefied natural gas (LNG) trade will expand significantly, meeting about 70 percent of the increase in global demand growth, with much of this supply expected to help meet rising demand in Asia Pacific.

Liquefied natural gas (LNG) trade will expand significantly, meeting about 75 percent of the increase in global demand growth, with much of this supply expected to help meet rising demand in the Asia Pacific region.

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 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.

Total energy supplied from wind and solar is expected to increase rapidly, growing nearly 350 percent from 2024 to 2050, when they are projected to be greater than 10 percent of the world energy mix.

Decarbonization of industrial activities will require a suite of lower-carbon technologies supported by stable 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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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.

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 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.

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Recent business environment

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 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.

During 2025, the price of crude oil decreased relative to 2024, as increased OPEC+ output, record U.S.

production, and global economic growth deceleration created a significant supply‑demand imbalance, while brief geopolitical price spikes faded quickly and failed to counter the broader downward pressure.

In addition, the Canadian WTI/WCS spread narrowed as expanded TMX export capacity improved market access, while steady U.S.

refinery demand and reduced western Canadian inventories in the second quarter, driven by turnarounds and wildfire‑related supply impacts, further tightened the differential.

Industry refining margins improved in 2025, influenced by geopolitical factors and supply disruptions.

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

During 2025, the United States announced a variety of trade-related actions, including the imposition of tariffs on imports from Canada and several other countries.

In response, Canada announced its own retaliatory tariffs.

Despite the current uncertainty as to what effects these actions will ultimately have on Imperial, its suppliers and its customers, the company does not anticipate any material near-term financial impacts.

Business results

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Identified items 1 included in Net income (loss)

Gain/(loss) on sale of assets — — 208

Impairments (570) — —

Restructuring charges (249) — —

Subtotal of identified items 1

1 unchanged sentence

4,299 4,790 4,889

(a) Contractual obligations associated with the Norman Wells end of field life acceleration.

Net income in 2025 was $3,268 million, or $6.48 per share on a diluted basis, compared to $4,790 million, or $9.03 per share in 2024.

Current year results include identified items 1 of:

$320 million after-tax ($421 million before-tax) related to the Norman Wells end of field life acceleration;

a $306 million after-tax ($406 million before-tax) non-cash impairment charge of the Calgary Imperial Campus;

a $249 million after-tax ($330 million before-tax) restructuring charge;

and a one-time $156 million after-tax ($206 million before-tax) charge associated with the optimization of materials and supplies inventory.

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.

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The company also continues to evaluate opportunities to support long-term growth.

Although actual volumes will vary from year to year, the focus is on value-add, long-term growth opportunities within the context of the factors described in "Item 1A.

Although actual volumes typically vary from year to year, the focus is on value-add, long-term growth opportunities within the context of the factors described in "Item 1A.

Risk factors".

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Upstream full-year production averaged 438,000 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.

At Kearl, gross production was about 280,000 barrels per day (199,000 barrels Imperial’s share), which is a decrease of about 1,000 barrels per day (1,000 barrels Imperial's share) compared to 2024 .

At Cold Lake, annual production averaged 151,000 barrels per day, which is an increase of about 3,000 barrels per day compared to 2024.

At Syncrude, annual production averaged 79,000 barrels per day, which is an increase of about 4,000 barrels per day compared to 2024.

As described in more detail in "Item 1A.

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millions of Canadian dollars

Price – Average bitumen realizations decreased by $7.52 per barrel, primarily driven by lower marker prices partially offset by narrowing WTI/WCS spread and favourable diluent.

Synthetic crude oil realizations decreased by $12.92 per barrel, primarily driven by lower WTI.

Volume – Inventory impacts partially offset by higher production.

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

Other – Primarily due to favourable foreign exchange impacts of about $190 million.

Identified items 1 – $320 million after-tax ($421 million before-tax) related to the Norman Wells end of field life acceleration and a separate one-time $100 million after-tax ($131 million before-tax) charge associated with the Upstream portion of the optimization of materials and supplies inventory.

2024 Net income (loss) factor analysis

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.

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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.

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.

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

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

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

13 unchanged sentences

33.10 55.63 59.30

Natural gas liquids (per barrel)

Natural gas (per thousand cubic feet)

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0.72 0.73 0.74

Crude oil and natural gas liquids (NGL) - production and sales (a)

Crude oil - production and sales (a)

thousands of barrels per day 2025 2024 2023

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Total crude oil production 433 382 428 366 407 355

NGLs available for sale — — — — 1 1

Total crude oil and NGL production 428 366 407 355 402 335

Bitumen sales, including diluent (c)

NGL sales — — 1

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

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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.

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

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Crude oil and many products are widely traded with published prices, including those quoted on the New York Mercantile Exchange.

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

Refining margins strengthened in 2025 driven by strong distillate demand and relatively low inventory levels due to global supply disruptions.

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 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.

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

Facility construction commenced in 2023 and was completed and commissioned with first on-spec renewable diesel produced in July 2025 bringing lower-emission fuels to market.

As described in more detail in "Item 1A.

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millions of Canadian dollars

Margins – Lower margins primarily reflect weaker market conditions.

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.

Margins – Higher margins primarily reflect improved market conditions.

Other – Primarily due to higher operating expenses of about $140 million driven by higher energy costs, additional maintenance in the company's eastern manufacturing hub of about $70 million, and unfavourable wholesale volume impacts of about $60 million, partially offset by lower turnaround impacts of about $100 million.

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

2024 Net income (loss) factor analysis

1 unchanged sentence

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.

Refinery utilization

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

(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.

(b) In 2025 and 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;

1 unchanged sentence

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 2024, the Chemicals business had strong operating performance following 2023 planned maintenance activities.

In 2025, the Chemicals business had strong operating performance, building on the improvements achieved following the completion of maintenance activities in prior years.

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.

3 unchanged sentences

millions of Canadian dollars

Margins – Lower margins primarily reflect weaker industry polyethylene margins.

2024 Net income (loss) factor analysis

2 unchanged sentences

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.

(a) In 2025 and 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;

3 unchanged sentences

Net income (loss) (804) (129) (88)

Current year results include identified items 1 of a $306 million after-tax ($406 million before-tax) non-cash

impairment charge of the Calgary Imperial Campus and a $249 million after-tax ($330 million before-tax) restructuring charge;

results also reflect higher incentive compensation as a result of the higher share price.

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

Liquidity and capital resources

10 unchanged sentences

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

A valuation of the company's registered retirement plans as at December 31, 2025 is expected to be completed in 2026.

The company contributed $148 million to the registered retirement plans in 2025.

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Cash flows from operating activities

Cash flows from operating activities primarily reflect favourable working capital impacts.

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

Cash flows used in financing activities

At the end of 2025, total debt outstanding was $3,997 million, compared with $4,011 million at the end of 2024.

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 2025, the company extended the maturity dates of its two existing $250 million committed lines of credit to November 2026 and November 2027, respectively.

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

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

A Substantial issuer bid was undertaken and commenced on November 3, 2023 and expired on December 8, 2023.

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.

On June 23, 2025, 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 25,452,248 common shares during the period June 29, 2025 to June 28, 2026.

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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.

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

millions of Canadian dollars, unless noted 2025 2024 2023

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These contractual obligations are primarily for leases, debt, asset retirement obligations, pension and other postretirement benefits, other long-term obligations, and firm capital commitments.

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

Further information on this topic can be found in notes 4, 5, 11, 13, 14 to the consolidated financial statements.

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

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

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

The total obligation at year-end 2025 was $14.5 billion, of which $1.5 billion is due in 2026, and $1.5 billion is due in 2027.

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

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

For the Downstream segment, capital expenditures were primarily for completing 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 range between $2.0 billion to $2.2 billion in 2026.

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GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities.

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

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

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

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The company is reasonably certain that proved reserves will be produced.

However, the timing and amount recovered can be affected by a number of factors including completion and optimization of development projects, reservoir performance, regulatory approvals, government policies, consumer preferences, royalty frameworks and significant changes in oil and natural gas price levels.

However, the timing and amount recovered can be affected by a number of factors, including completion and optimization of development projects, reservoir performance, and facility processing capacity.

• Unproved reserves are quantities of oil and natural gas with less than reasonable certainty of recoverability and include probable reserves.

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

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.

An increase to the bitumen reserves of 0.1 billion barrels is associated with extensions at Cold Lake for the Grand Rapids Phase 1 SA-SAGD and Leming SAGD projects.

Downward revisions to proved synthetic crude oil reserves were a result of mine development plan updates and higher royalty obligations at Syncrude associated with pricing.

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

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

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

In 2025, upward revisions of proved bitumen were primarily driven by steam scheduling, development drilling, Liquid Addition to Steam for Enhanced Recovery (LASER) process at Cold Lake and lower royalty obligations associated with pricing for both Kearl and Cold Lake.

An increase in proved reserves for synthetic crude oil is associated with lower royalty obligation.

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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This process is aligned with the requirements of ASC 360 and ASC 932 and relies, in part, on the company’s planning and budgeting cycle.

Because the lifespans of the vast majority of the company’s major assets are measured in decades, the future cash flows of these assets are predominantly based on long-term oil and natural gas commodity prices, industry margins, and development and production costs.

Because the lifespans of the vast majority of the company’s major assets are measured in decades, the future cash flows of these assets are predominantly based on long-term oil and natural gas commodity prices and industry margins, development and production costs.

Significant reductions in the company’s view of oil or natural gas commodity prices or margin ranges, especially the longer-term prices and margins, and changes in the development plans, including decisions to defer, reduce or eliminate planned capital spending, can be an indicator of potential impairment.

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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 demand side is largely a function of general economic activities, alternative energy sources and levels of prosperity.

During the lifespan of its major assets, the company expects that oil and gas prices and industry margins will experience significant volatility.

During the lifespan of its major

assets, the company expects that oil and gas prices and industry margins will experience significant volatility.

Consequently, these assets will experience periods of higher earnings and periods of lower earnings, or even losses.

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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 to meet net zero by 2050.

Reflective of the existing global policy environment, the Outlook does not attempt to project the degree of necessary future policy and technology advancement and deployment for the world 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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Recent impairments

In 2025, the company signed an agreement to sell the Calgary Imperial Campus which resulted in a non-cash impairment charge of $306 million after-tax in the Corporate and other segment.

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

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PricewaterhouseCoopers LLP, an independent registered public accounting firm, audited the effectiveness of the company’s internal control over financial reporting as of December 31, 2025, as stated in their report which is included herein.

/s/ Bradley W.

Chairman, president and chief executive officer

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

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

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

As described in Notes 1 and 2 to the consolidated financial statements, the Company’s consolidated upstream property, plant and equipment (PP&E), net balance was $26,037 million as of December 31, 2025, and the related depreciation and depletion expense for the year ended December 31, 2025 was $1,906 million.

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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 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).

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

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

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

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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 future production volumes to relevant historical and current period production volumes, 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 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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7,269 6,599 6,879

Selling and general (c)

Selling and general (c) (note 11)

1,386 945 857

Federal excise tax and fuel charge 1,715 2,535 2,402

Depreciation and depletion

Depreciation and depletion (includes impairments) (note 11)

2,579 1,983 1,907

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Investments and long-term receivables (b)

Property, plant and equipment,

less accumulated depreciation and depletion

Property, plant and equipment, less accumulated depreciation and depletion (note 11)

30,863 30,807

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Approved by the directors.

/s/ Bradley W.

Corson /s/ Daniel E.

Corson Daniel E.

Whelan /s/ Daniel E.

Whelan Daniel E.

Chairman, president and Senior vice-president

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Adjustments for non-cash items:

Depreciation and depletion

Depreciation and depletion (includes impairments) (note 11)

2,579 1,983 1,907

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Accounts payable and accrued liabilities ( 346 ) 616 81

All other items - net (b)

All other items - net (c)

337 ( 137 ) ( 203 )

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Short-term debt - net (note 12)

Long-term debt - reduction (note 14)

— — ( 1,000 )

Finance lease obligations - reduction (note 14)

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Dividends paid ( 1,401 ) ( 1,238 ) ( 1,103 )

Common shares purchased (note 10)

Common shares purchased (b) (note 10)

( 3,234 ) ( 2,681 ) ( 3,800 )

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Cash equivalents are all highly liquid securities with maturity of three months or less.

(b) Included contributions to registered pension plans.

( 150 ) ( 148 ) ( 174 )

Income taxes (paid) refunded.

(b) Includes 2 percent tax paid on repurchases of equity.

( 148 ) ( 150 ) ( 148 )

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Contract liabilities are mainly customer prepayments and accruals of expected volume discounts, and are not significant.

Consumer taxes

Consumer and other taxes

Taxes levied on the consumer and collected by the company are excluded from the Consolidated statement of income.

These are primarily provincial taxes on motor fuels, the federal goods and services tax and the federal/provincial harmonized sales tax.

Similar taxes, for which the company is not considered to be an agent for the government, are reported on a gross basis (included in both "Revenues" and "Federal excise tax and fuel charge").

Derivative instruments

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Asset valuation analysis, profitability reviews and other periodic control processes assist the company in assessing whether events or changes in circumstances indicate the carrying amounts of any of its assets may not be recoverable.

Because the lifespans of the vast majority of the company’s major assets are measured in decades, the future cash flows of these assets are predominantly based on long-term oil and natural gas commodity prices and industry margins, development and production costs.

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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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Business segments

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

The company operates its business in Canada, and its three 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, 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 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 a senior vice-president, who oversee 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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Assets and liabilities that are not identifiable by segment are allocated.

Upstream Downstream (e) Chemical (e)

Upstream Downstream (e)

millions of Canadian dollars 2025 2024 2023 2025 2024 2023 2025 2024 2023

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14 26 16 81 59 108 — 2 —

18,015 16,512 19,764 56,944 55,858 64,985 1,449 1,581 1,976

Total revenues and other income 15,950 18,015 16,512 52,090 56,944 55,858 1,377 1,449 1,581

Exploration (note 15)

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5,015 4,644 4,917 1,992 1,741 1,702 241 197 260

Selling and general — — — 706 693 653 92 89 85

Selling and general (note 11)

— — — 725 706 693 81 92 89

Federal excise tax and fuel charge — — — 1,710 2,531 2,399 5 4 3

Depreciation and depletion

Depreciation and depletion (note 11)

1,906 1,747 1,680 203 181 183 16 15 15

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Accumulated depreciation and depletion ( 23,351 ) ( 21,658 ) ( 19,936 ) ( 4,602 ) ( 4,430 ) ( 4,301 ) ( 758 ) ( 743 ) ( 757 )

Net property, plant and equipment (d)

Net property, plant and equipment (d) (f) (note 11)

26,037 26,262 26,840 3,663 3,457 3,067 271 272 261

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65 86 143 — — — 160 173 267

86 143 79 ( 24,962 ) ( 23,125 ) ( 27,134 ) 51,532 50,969 59,670

Total revenues and other income 65 86 143 ( 22,404 ) ( 24,962 ) ( 23,125 ) 47,078 51,532 50,969

Exploration (note 15)

4 unchanged sentences

21 17 — — — — 7,269 6,599 6,879

Selling and general 154 80 150 ( 7 ) ( 5 ) ( 6 ) 945 857 882

Selling and general (note 11)

588 154 80 ( 8 ) ( 7 ) ( 5 ) 1,386 945 857

Federal excise tax and fuel charge — — — — — — 1,715 2,535 2,402

Depreciation and depletion

Depreciation and depletion (note 11)

454 40 29 — — — 2,579 1,983 1,907

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Accumulated depreciation and depletion ( 457 ) ( 410 ) ( 371 ) — — — ( 29,168 ) ( 27,241 ) ( 25,365 )

Net property, plant and equipment (d)

Net property, plant and equipment (d) (f) (note 11)

892 816 667 — — — 30,863 30,807 30,835

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(d) Includes property, plant and equipment under construction of $ 3,467 million (2024 - $ 3,632 million, 2023 - $ 3,251 million).

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

(e) In 2025 and 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.

(f) In 2025, in conjunction with the company signing an agreement to sell the Calgary Imperial Campus, the Upstream segment transferred the asset to the Corporate and other segment for $ 466 million.

The effects of this transaction have been eliminated for consolidation purposes.

Prior periods have not been recast.

In 2025, the company adopted the Financial Accounting Standards Board’s ASU No.

2023‑09, Improvements to Income Tax Disclosures on a retrospective basis in accordance with the transition provision.

millions of Canadian dollars 2025 2024 2023

5 unchanged sentences

994 1,449 1,480

Statutory corporate tax rate (percent) (a)

Federal 625 902 920

Provincial 369 547 560

Total income tax expense (benefit) 994 1,449 1,480

Income (loss) before income taxes 4,262 6,239 6,369

Canadian federal statutory tax rate 639 15.0 % 935 15.0 % 955 15.0 %

Provincial (a)

376 8.8 % 567 9.1 % 582 9.1 %

Increase (decrease) resulting from:

( 0.9 ) ( 0.9 ) ( 1.5 )

Effective income tax rate (percent)

23.2 23.2 22.6

(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.

Other ( 21 ) ( 0.5 %) ( 53 ) ( 0.9 %) ( 57 ) ( 0.9 %)

Effective income tax rate 994 23.3 % 1,449 23.2 % 1,480 23.2 %

(a) Provincial taxes in Alberta make up the majority (50 percent or more).

Deferred income taxes are based on differences between the accounting and tax values of assets and liabilities.

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Net deferred income tax liabilities 4,418 4,484 4,469

The following table summarizes total income taxes (paid) refunded:

millions of Canadian dollars 2025 2024 2023

Federal ( 901 ) ( 1,119 ) ( 2,562 )

Alberta ( 342 ) ( 380 ) ( 1,048 )

Ontario ( 131 ) ( 176 ) ( 343 )

Other ( 61 ) ( 96 ) ( 200 )

Total income taxes (paid) refunded ( 1,435 ) ( 1,771 ) ( 4,153 )

Unrecognized tax benefits

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

Many of these outstanding matters will not be resolved until after 2025.

The impact on unrecognized tax benefits and the company’s effective income tax rate from these matters is not expected to be material.

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( 247 ) ( 88 ) ( 43 ) ( 29 )

Amendments — 184 ( 78 ) —

Amendments and other 19 — 1 ( 78 )

Benefits paid (b)

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Amortization of actuarial loss (gain) 11 48 44 ( 8 ) ( 8 ) ( 9 )

Net pension and other post retirement benefit enhancement 19 — — 1 — —

Net periodic benefit cost 217 172 225 14 30 31

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Real Estate 207 207

Cash 50 18 32

Total plan assets at fair value 8,582 18 8,564

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millions of Canadian dollars 2025 2024

For funded pension plans with projected benefit

obligation in excess of plan assets:

Projected benefit obligation — —

Fair value of plan assets — —

Projected benefit obligation less fair value of plan assets — —

For unfunded pension plans covered by book reserves:

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Operating lease liability (note 13)

Restructuring liability (note 11)

Other obligations

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Book value of asset sales 106 7 13

Gain (loss) on asset sales, before tax (a)

Gain (loss) on asset sales, after tax (a)

(a) 2022 included a gain of $ 116 million ($ 208 million, after tax) from the sale of interests in XTO Energy Canada, which included the removal of a deferred tax liability.

Gain (loss) on asset sales, before-tax

Gain (loss) on asset sales, after-tax

Litigation and other contingencies

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The company has not entered into any unconditional purchase obligations.

There were outstanding letters of credit aggregating to $ 668 million at December 31, 2025 (2024 - $ 475 million), issued as security for financial and performance conditions in relation to certain contracts and commitments.

These letters of credit do not reduce any available funds under current borrowing arrangements.

As a result of the completed sale of the remaining company-owned Esso retail sites, the company was contingently liable at December 31, 2025, for guarantees relating to performance under contracts of other third-party obligations totalling $ 7 million (2024 - $ 10 million).

In the fourth quarter of 2025, the company recorded contractual obligations associated with the Norman Wells end of field life acceleration (see note 11, "Miscellaneous financial information").

Common shares

3 unchanged sentences

Outstanding 483,593 509,045

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 most recent 12-month normal course issuer bid program came into effect June 29, 2025, under which Imperial continued its then-existing share purchase program.

The program enabled the company to purchase up to a maximum of 25,452,248 common shares ( 5 percent of the total shares on June 15, 2025) which included shares purchased under the normal course issuer bid from Exxon Mobil Corporation.

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Chemical products 64 57

Biofuels 225 40

Other 394 331

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Accounts payable and accrued liabilities

“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).

“Accounts payable and accrued liabilities” included accrued taxes other than income taxes of $ 393 million at December 31, 2025 (2024 - $ 524 million), dividends payable of $ 350 million at December 31, 2025 (2024 - $ 307 million) and other miscellaneous current liabilities of $ 1,151 million at December 31, 2025 (2024 - $ 739 million).

Government assistance

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

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

ASC 832 "Government Assistance" requires 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, generally in "Inventories of crude oil and products" on the Consolidated balance sheet.

During 2024 and 2025, government assistance was immaterial to the company’s financial results.

Restructuring charges

On September 29, 2025, the company announced restructuring plans to improve its performance by centralizing additional corporate and technical activities in global business and technology centres.

The restructuring plans include a program of targeted workforce reductions.

The program, which is expected to be substantially completed by the end of 2027, involves involuntary employee separations.

In the third quarter of 2025, the company recorded charges of $ 330 million, before-tax, consisting primarily of restructuring costs associated with announced workforce reduction programs.

These costs are captured in " Selling and general " on the Consolidated statement of income and reported in the Corporate and other segment.

The following table summarizes the reserves and charges related to the workforce reduction program, which are recorded in "Accounts payable and accrued liabilities" and "Other long-term obligations" on the Consolidated balance sheet.

millions of Canadian dollars 2025

Balance at January 1 —

Additions/adjustments 330

Payments made —

Balance at December 31 330

Calgary Imperial Campus

In the third quarter of 2025, the Corporate and other segment included a non-cash impairment charge of $ 406 million, before-tax, in conjunction with the company signing an agreement to sell the Calgary Imperial Campus.

The impairment was reflected in "Depreciation and depletion (includes impairments)" on the Consolidated statement of income and in "Property, plant and equipment, less accumulated depreciation and depletion" on the Consolidated balance sheet.

The transaction closed in the fourth quarter of 2025.

In the fourth quarter of 2025, the company accelerated the end of field life of the Norman Wells asset, resulting in a $ 421 million expense, before-tax, reported in the Upstream segment.

The expense consisted of a non-cash impairment charge of $ 142 million, reflected in "Depreciation and depletion (includes impairments)" on the Consolidated statement of income and in "Property, plant and equipment, less accumulated depreciation and depletion" on the Consolidated balance sheet, and a one-time charge of $ 279 million related to contractual obligations associated with the end of field life acceleration, reflected in "Production and manufacturing" on the Consolidated statement of income.

Financing and additional notes and loans payable information

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

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.

At December 31, 2025 and at December 31, 2024, the company had no short-term borrowings outstanding.

Right of use assets and lease liabilities are established on the balance sheet for leases with an expected term greater than one year, by discounting the amounts fixed in the lease agreement for the duration of the lease which is reasonably certain, considering the probability of exercising any early termination and extension options.

44 unchanged sentences

Total lease liability 236 550

In addition to the operating lease liabilities in the table immediately above, at December 31, 2024, additional undiscounted commitments for leases not yet commenced totalled $ 56 million (2023 - $ 54 million).

Estimated cash payments for operating and finance leases not yet commenced are $ 52 million in 2025 and $ 1 million in 2026.

In addition to the operating lease liabilities in the table immediately above, at December 31, 2025, there were no additional undiscounted commitments for leases not yet commenced (2024 - $ 56 million).

There are no estimated cash payments for operating and finance leases not yet commenced in 2026 and 2027.

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

24 unchanged sentences

Principal payments on finance leases of approximately $ 17 million on average per year are due in each of the next four years after December 31, 2026.

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

9 unchanged sentences

In addition, the company has existing agreements with ExxonMobil:

a) To provide computer and customer support services to the company and to share common business and operational support services that allow the companies to consolidate duplicate work and systems;

a) To provide services to the company and to share common business and operational support services that allow the companies to consolidate duplicate work and systems;

b) To operate certain western Canada production properties owned by ExxonMobil, as well as provide for the delivery of management, business and technical services to ExxonMobil in Canada.

7 unchanged sentences

they are not material in the aggregate.

The amounts of purchases and revenues by Imperial in 2024, with ExxonMobil, were $ 3,617 million and $ 11,725 million respectively (2023 - $ 4,026 million and $ 13,544 million respectively).

Related party revenues and purchases in 2025 were $ 13,534 million and $ 5,369 million, respectively.

Related party revenues and purchases in 2024 have been revised from $ 11,725 million to $ 14,654 million and from $ 3,722 million to $ 6,651 million, respectively.

Related party revenues and purchases in 2023 have been revised from $ 13,544 million to $ 16,166 million and from $ 4,125 million to $ 6,747 million, respectively.

Impacts of the revision offset to zero.

• Related party revenues and purchases with ExxonMobil in 2025 were $ 13,534 million and $ 5,227 million, respectively.

Related party revenues and purchases with ExxonMobil in 2024 have been revised from $ 11,725 million to $ 14,654 million and from $ 3,617 million to $ 6,546 million, respectively.

Related party revenues and purchases with ExxonMobil in 2023 have been revised from $ 13,544 million to $ 16,166 million and from $ 4,026 million to $ 6,648 million, respectively.

Impacts of the revision offset to zero.

As at December 31, 2025, the company had an outstanding long-term loan of $ 3,447 million (2024 - $ 3,447 million) from ExxonMobil (see note 14, "Long-term debt", and note 12, "Financing and additional notes and loans payable information" for further details).

The amount of financing costs with ExxonMobil were $ 161 million (2023 - $ 169 million).

The amount of financing costs with ExxonMobil in 2025 were $ 97 million (2024 - $ 161 million).

Imperial has other related party transactions not detailed above in note 16, as they are not significant.

20 unchanged sentences

Total 65 150 ( 53 )

Divestment activities

Jointly with ExxonMobil Canada, Imperial signed an agreement in the second quarter of 2022 with Whitecap Resources Inc.

for the sale of its interests in XTO Energy Canada which included assets in the Montney and Duvernay areas of central Alberta, for total cash consideration of approximately $ 1.9 billion ($ 0.9 billion Imperial's share).

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

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

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

16 unchanged sentences

1,697 1,539 1,475

974 733 1,030

Results of operations

87 unchanged sentences

(Sale) purchase of reserves in place

(9) (141) — — (32)

Discoveries and extensions

9 unchanged sentences

— 53 296 1,816 2,121

2 3 (35) 114 82

Improved recovery

21 unchanged sentences

December 31, 2025

— 12 106 119 227

(a) Net reserves are the company’s share of reserves after deducting the shares of mineral owners or governments or both.

1 unchanged sentence

Reserves of natural gas are calculated at a pressure of 14.73 pounds per square inch at 60°F.

(b) Liquids include crude, condensate and natural gas liquids (NGLs).

(b) Liquids include crude oil and natural gas liquids (NGLs).

NGL proved reserves are not material and are therefore included under liquids.

10 unchanged sentences

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

An increase to the bitumen reserves of 0.1 billion barrels is associated with extensions at Cold Lake for the Grand Rapids Phase 1 SA-SAGD and Leming SAGD projects.

Downward revisions to proved synthetic crude oil reserves were a result of mine development plan updates and higher royalty obligations at Syncrude associated with pricing.

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

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

3 unchanged sentences

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

In 2025, upward revisions of proved bitumen were primarily driven by steam scheduling, development drilling, LASER process at Cold Lake and lower royalty obligations associated with pricing for both Kearl and Cold Lake.

An increase in proved reserves for synthetic crude oil is associated with lower royalty obligation.

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

34 unchanged sentences

Shareholder engagement 152

Largest shareholder 152

Largest shareholders 153

Transactions with Exxon Mobil Corporation 154

12 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 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.

All of the nominees are now directors and have been since the dates indicated.

Cornhill is a current director and is not standing for re-election in 2026 as he has reached the company’s mandatory retirement age for directors.

Bryja was appointed to the board on September 16, 2025.

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

The information is as of February 11, 2026, the effective date of this circular, unless otherwise indicated.

The board of directors has general oversight responsibility for the company’s business and affairs in accordance with applicable laws.

In exercising its fiduciary duties, the board considers the interests of all shareholders and is committed to strong corporate governance as reflected through its policies and practices.

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

Director nominee tables

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

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

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

He was chief executive officer of AltaGas from 1994 to 2016 and served as interim co-chief executive officer from July to December 2018.

Prior to forming AltaGas, Mr.

Cornhill served in various capacities with Alberta and Southern Gas Co.

Ltd, including vice-president, finance and administration, treasurer and president and chief operating officer.

Cornhill is an experienced leader in the business community and is a strong supporter of communities and community collaboration, investment and enhancement.

He is a member of the Ivey Advisory Board at Western University.

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

Calgary, Alberta, Canada

Lead Director Nonemployee director (independent)

Bryja serves as senior vice-president of Energy Products, ExxonMobil Product Solutions Company, headquartered in Spring, Texas.

She earned a Bachelor of Science degree in Chemical Engineering from Northwestern University in 1997 and joined ExxonMobil that same year.

Over the course of her career,

Bryja has held leadership roles across ExxonMobil’s technology, commercial, refining operations, maintenance, technical, and corporate planning organizations with assignments across the United States and Belgium.

Bryja assumed her current position in May 2025, where she oversees the integrated, global Energy Products business, encompassing fuels, aromatics, catalysts, and technology licensing.

Houston, Texas, United States of America

Non-independent director

Director since:

November 29, 2017

September 16, 2025

Skills and experience:

2 unchanged sentences

Project management,

Strategy development,

Global experience, Strategy development,

Environment and sustainability,

Audit committee financial expert,

Financial expertise,

4 unchanged sentences

Board 3 of 3 (100%)

Audit 6 of 6 (100%)

475,383,574 (98.17%)

Executive resources 7 of 7 (100%)

Votes Against:

8,875,828 (1.83%)

Executive resources (until January 29, 2026)

3 of 3 (100%)

Safety and sustainability 2 of 2 (100%)

Nominations and corporate governance 6 of 6 (100%)

Finance (Chair)

Votes Against:

Nominations and corporate governance (until January 29, 2026)

3 of 3 (100%)

Finance 3 of 3 (100%)

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

7 unchanged sentences

Holdings as at February 11, 2026 (#)

12,500 17,226 29,726 20,500 50,226

Total market value as at February 11, 2026 ($)

1,228,125 1,692,455 2,920,580 2,014,125 4,934,705

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

*Meets the necessary share ownership requirements

*No share ownership guidelines apply

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

(position, date office held and status of employer)

– AltaGas Ltd.

(2010 – present)

– AltaGas Canada Inc.

(2018 – 2020)

*no public board interlocks

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.

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

– Senior vice-president, Energy Products, ExxonMobil Product Solutions Company, (2025 – present) (Affiliate)

– Vice-president, fuels, ExxonMobil Fuels & Lubricants Company, (2023 – 2025) (Affiliate)

– Site Manager, Joliet Refinery, Exxon Mobil Corporation

(2021 – 2023) (Affiliate)

– Strategy and planning manager, Research and engineering,

Exxon Mobil Corporation (2019 – 2021) (Affiliate)

Driscoll currently serves as an independent director of Empire Company Limited and as a director of Elswood Investment Corporation, a privately held company.

Prior to her retirement in 2023, she held executive leadership roles at RB Global Incorporated, including chief financial officer, co-chief executive officer and executive vice-president and advisor to the chief executive officer.

Prior to joining RB Global, Ms.

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

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

Driscoll was executive vice-president and chief financial officer at Katz Group Canada Ltd.

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

from 2008 to 2013.

40 unchanged sentences

(position, date office held and status of employer)

– Gildan Activewear Ltd (2023 – 2024)

– Empire Company Limited (2018 – Present)

– Gildan Activewear Ltd (2023 – 2024)

*no public board interlocks

3 unchanged sentences

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

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 worked in the chemical industry for over 37 years.

Floren is the former president and chief executive officer of Methanex Corporation.

Prior to his appointment to such positions, he held senior leadership roles including senior vice-president, global marketing and logistics and regional director, marketing and logistics for North America.

Floren spent approximately 22 years with Methanex and has over 37 years of experience in the chemical industry.

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

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

Floren holds a Bachelor of Arts in Economics from the University of Manitoba and has completed executive education programs at Harvard Business School (Program for Management Development), INSEAD (International Executive Program), and the Institute of Corporate Directors (Directors Education Program).

Oakville, Ontario, Canada

45 unchanged sentences

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

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

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

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

Goldberg has more than 40 years of global experience in the mining industry, spanning executive leadership, operational management and strategic roles.

He currently serves as a non-executive director of BHP Group Limited.

From 2013 to 2019, Mr.

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

His previous board roles include non-executive director of Port Waratah Coal Services Limited and Rio Tinto Zimbabwe.

In addition, Mr.

Goldberg has held prominent industry leadership positions, including vice-chair of the World Gold Council, treasurer of the International Council on Mining and Metals, and chair of the National Mining Association in the United States.

Breckenridge, Colorado, United States of America

40 unchanged sentences

*no public board interlocks

– Newmont Corporation, Executive advisor (2019 – 2020)

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

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

Hansen has 25 years of financial and commercial experience across ExxonMobil's Upstream and Downstream businesses in the Americas, Europe, and Asia Pacific regions.

Prior to his current position, Mr.

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

– Korn Ferry, Consultant (2025 – present)

Hansen was appointed senior vice-president and chief financial officer of Exxon Mobil Corporation on February 1, 2026.

Prior to this appointment, he served as president of ExxonMobil Global Business Solutions beginning in May 2025.

From April 2022 to May 2025, Mr.

Hansen held the role of senior vice-president, energy products for ExxonMobil Product Solutions Company, and from March 2020 to April 2022, he was vice-president for Europe, Africa & Middle East fuels.

Earlier in his career, Mr.

Hansen held several senior finance positions within the corporation’s controllers organization and also served as vice-president, investor relations and corporate secretary at Exxon Mobil Corporation.

The Woodlands, Texas, United States of America

14 unchanged sentences

431,100,735 (91.66%)

Executive resources 4 of 4 (100%)

Executive resources (until January 29, 2026)

7 of 7 (100%)

Votes Against:

1 unchanged sentence

Safety and sustainability 5 of 5 (100%)

Nominations and corporate governance 3 of 3 (100%)

Nominations and corporate governance (until January 29, 2026)

9 of 9 (100%)

Finance 8 of 8 (100%)

14 unchanged sentences

*no public board interlocks

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

– Senior vice-president, and chief financial officer, Exxon Mobil Corporation (2026 – present) (Affiliate)

– President, global business solutions, ExxonMobil Global Services Company (2025 – 2026) (Affiliate)

– Senior vice-president, energy products, ExxonMobil Product Solutions Company (2022 – 2025) (Affiliate)

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

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

Hubbs is currently an independent director of Nutrien Ltd.

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

Prior to retirement in 2011, Ms.

Hubbs was executive vice- president and managing director of McLean Budden, one of Canada’s leading investment managers.

Hubbs holds a BSc from Western University and an MBA from Schulich School of Business at York University and is a CFA charterholder.

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.

Hubbs is an independent director with deep institutional investment and capital markets experience.

She currently serves on the boards of Nutrien Ltd., PSP Investments (Public Sector Pension Investment Board) and is Chair of the Canadian Investment Regulatory Organization (CIRO).

She is also Chair of the Board of the Canadian Red Cross.

Previously, Ms Hubbs was Executive Vice-President and Managing Director of McLean Budden Ltd., one of Canada’s leading investment management firms prior to its sale to Sun Life.

During her investment career, she was recognized by Brendan Wood International TopGun Awards as one of the Top 50 Portfolio Managers in Canada and one of the TopGun Investment Minds in Oil and Gas (Canada).

Hubbs holds a BSc from Western University, an MBA from the Schulich School of Business, and is a CFA charterholder.

She holds the FSA (Fundamentals of Sustainability Accounting) credential, the CERT Certificate in Cybersecurity Oversight and is a graduate of the NYU-Nasdaq Center for Board Excellence Cyberscholar Program.

In 2025, she was awarded the King Charles III Coronation Medal.

Toronto, Ontario, Canada

Lead director

Nonemployee director (independent)

40 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.

Whelan was appointed president of Imperial Oil Limited on April 1, 2025, and assumed the additional roles of chairman and chief executive officer on May 8, 2025.

From 2022 until his current appointment, he served as senior vice-president, conventional and heavy oil, ExxonMobil Upstream Company, a division of Exxon Mobil Corporation.

Throughout his career, Mr.

Whelan has held a variety of engineering, project, operations, commercial and leadership roles located in Canada, Norway, and the United States, with responsibilities spanning global operations.

Whelan served as Imperial Oil’s senior vice president, upstream from 2017 to 2020.

Originally from Newfoundland and Labrador, Mr.

Whelan holds a bachelor's degree in mechanical engineering from Memorial University in Newfoundland.

Calgary, Alberta, Canada

1 unchanged sentence

Director since:

Not currently a member of the board;

first nomination for election as director

Skills and experience:

9 unchanged sentences

Voting Results of Last Annual Meeting

Not currently a member of the board or any of its committees n/a Votes For:

Board (Chair)

6 of 6 (100%)

467,228,982 (99.34%)

Votes Against:

3,084,807 (0.66%)

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

7 unchanged sentences

Holdings as at February 11, 2026 (#)

0 0 0 106,400

Total market value as at February 11, 2026 ($)

0 0 0 17,262,336

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

Year over year change (#) 0 0 0 84,400 84,400

*Meets the necessary share ownership requirements

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

1 unchanged sentence

*no public board interlocks

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

– Vice-president, heavy oil, Exxon Mobil Corporation

– Chairman, president and chief executive officer, Imperial Oil Limited (2025 – present)

– Senior vice-president, conventional and heavy oil, ExxonMobil Upstream Company (2022 – 2025) (Affiliate)

– Vice-president, heavy oil, ExxonMobil Upstream Company

(2020 – 2022) (Affiliate)

– Senior vice-president, upstream, Imperial Oil Limited

(2017 – 2020)

Footnotes to director nominee tables on pages 114 through 117 :

13 unchanged sentences

Restricted Stock

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

Bryja 2,968 58,550 61,518 12,989,965

Hansen 0 241,500 241,500 50,994,450

9 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 $155.56 U.S., which is converted to Canadian dollars at the daily rate of exchange of 1.3574 provided by the Bank of Canada for February 11, 2026.

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

Majority voting policy

29 unchanged sentences

Shareholder engagement 152

Largest shareholder 152

Largest shareholders 153

Transactions with Exxon Mobil Corporation 154

2025 Corporate governance highlights

• 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.

• Five of eight of our current directors, and four 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 J.R.

Whelan and T.T.

Bryja upon their election to the board for the first time in 2025.

• 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 g uidelines within five years from the date of their appointment).

Goldberg were each elected to the board on May 2, 2 023 and are expected to meet the share ownership guidelines within five years from the date of their appointment).

The independent directors collectively have nearly $20.1 million in shareholdings in the company.

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

Whelan was appointed as president of the company on April 1, 2025 and assumed the additional roles of chairman and chief executive officer on May 8, 2025 in connection with B.W.

Corson’s retirement .

Whelan satisfies the company's chief executive officer share ownership guidelines.

• 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.

• 96% average vote in favour for the election of our directors at the 2025 annual meeting.

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

• Three of seven or 43% of the director nominees, and 7 of 22 or 32% of the executive officers of the company and its major subsidiaries, are women.

Corporate governance at a glance

Controlled company Yes

Size of board 7

Number of independent directors 5

Women on board (board and nominees) 2

Size of board (current / nominees) 8 / 7

Number of independent directors (current / nominees) 5 / 4

Women on board (current and nominees) 3

Average attendance of directors at board and committee meetings 100%

3 unchanged sentences

Audit committee members financially literate All

Independent status of executive resources committee 83%

Independent status of nominations and corporate governance committee 83%

Independent status of executive resources committee (current) 100%

Independent status of nominations and corporate governance committee (current) 100%

Majority of independent directors on all committees Yes

25 unchanged sentences

companies, the company is in compliance with NYSE American standards in all significant respects except as described on the company’s website at www.imperialoil.ca.

References in this proxy circular to the company’s website are provided only as a convenience and do not constitute, and should not be viewed as, an incorporation by reference of the information contained on, or available through, the website.

Therefore, such information should not be considered part of this proxy circular.

Composition of our board nominees

5 unchanged sentences

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

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

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

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

the board for independent directors

Cornhill 7 years

Bryja 5 months —

Driscoll 3 years

1 unchanged sentence

Goldberg 3 years

Hansen 1 year

Hansen 2 years

Hubbs 7 years

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

Whelan 1 year

Skills and experience of our board members and nominees

15 unchanged sentences

Risk management ü ü ü ü ü ü ü ü

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.

Bryja was appointed to the board and the nominations and corporate governance committee, finance committee, safety and sustainability committee and executive resources committee on September 16, 2025.

(b) As of January 29, 2026, in connection with the board’s periodic review of its governance structures and practices, the executive resources committee and the nominations and corporate governance committee consist solely of independent directors, and as a result T.T.

Bryja and N.A.

Hansen ceased serving on those committees.

Cornhill is a current director and is not standing for re-election in 2026 as he has reached the company’s mandatory retirement age for directors.

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 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.

Four out of seven of the director nominees are independent.

The board is currently composed of eight directors, seven of whom will be standing for re-election at the annual meeting of shareholders on May 4, 2026.

Cornhill is a current director, but will not stand for re-election as he has reached the company's mandatory retirement age for directors.

The majority of the board (five out of eight) and nominees (four out of seven) are independent.

The independent directors and nominees are not employees of the company.

3 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 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.

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.

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

The board believes that Mr.

Whelan'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.

Bryja and N.A.

Hansen are also non-independent directors as they are both employees of Exxon Mobil Corporation.

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

Hansen holds the position of senior vice-president and chief financial officer, Exxon Mobil Corporation.

The company believes that Ms.

Bryja and Mr.

Hansen, although deemed non-independent under the relevant standards by virtue of their employment, can be viewed as independent of the company’s management and that their ability to reflect the perspective of the company’s shareholders enhances the effectiveness of the board.

Name of director

1 unchanged sentence

Reason for non-independent status

Corson is a director and chairman, president and

chief executive officer of Imperial Oil Limited.

Bryja is an employee of Exxon Mobil Corporation.

Hansen ü N.A.

Hansen is an employee of Exxon Mobil Corporation.

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.

Whelan ü ü J.R.

Whelan is a director and chairman, president and chief executive officer of Imperial Oil Limited.

Cornhill is a current director and is not standing for re-election at the annual meeting of shareholders as he has reached the company's mandatory retirement age for directors.

Committee membership of our board

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and corporate

Safety and sustainability committee

Finance committee

committee Audit

(b) Safety and sustainability committee Executive

committee Finance committee

Cornhill (c) (d)

Goldberg ü ü ü ü

(a) Not independent directors.

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

Bryja and N.A.

Hansen were members of the nominations and corporate governance committee and executive resources committee during 2025.

As of January 29, 2026, in connection with the board’s periodic review of its governance structures and practices, the executive resources committee and the nominations and corporate governance committee consist solely of independent directors, and as a result T.T.

Bryja and N.A.

Hansen ceased serving on those committees.

(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.

Cornhill is a current director and is not standing for re-election at the annual meeting of shareholders as he has reached the company's mandatory retirement age for directors.

In addition to its standing committees, the board may establish ad hoc committees or special committees from time to time.

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

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The chart below shows the number of board and standing committee meetings held in 2025.

This includes seven regular meetings and one additional special meeting of the board.

This includes seven regular meetings and two additional special meetings of the board.

Meetings of the board and standing committees in 2025:

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— — — — — 1 of 1

— 4 of 4 2 of 2

3 of 3 4 of 4 1 of 1

— — — — — 1 of 1

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.

Bryja was appointed to the board and its committees (other than the audit committee) on September 16, 2025.

Bryja and N.A.

Hansen ceased serving on those committees.

Corson was succeeded as president by J.R.

Whelan on April 1, 2025 and continued as chairman and chief executive officer until his retirement from those positions on May 8, 2025.

Whelan was appointed as president of the company effective April 1, 2025.

Whelan assumed the additional roles of chief executive officer and chairman of the board on May 8, 2025, in connection with B.W.

Corson's retirement.

Other public company directorships of our board members and nominees

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Exchange Committee appointments

Cornhill AltaGas Ltd.

Bryja — — — —

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

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Hubbs Nutrien Ltd.

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

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.

Fertilizer manufacturing NTR:TSX, NYSE Corporate governance and nominating committee and

Audit committee

Whelan — — — —

Cornhill is a current director and is not standing for re-election at the annual meeting of shareholders as he has reached the company's mandatory retirement age for directors.

Interlocking directorships of our board nominees

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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.

In February 2025 the board approved (a) the nomination of Mr.

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

Whelan was elected as a director), and (b) the appointment of Mr.

Whelan as president effective April 1, 2025 and as chief executive officer and (provided that Mr.

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

Recognizing that D.W.

Cornhill would not be standing for re-election at the annual meeting of shareholders as he has reached the company’s mandatory retirement age for directors, the nominations and corporate governance committee recommended that T.T.

Bryja be appointed as director, and the board approved such appointment in September 2025.

Presently the senior vice-president, energy products at ExxonMobil Product Solutions Company, Ms.

Bryja has more than 27 years of experience across a number of ExxonMobil downstream and corporate organizations, bringing valuable industry leadership experience while her ability to reflect the perspective of the company’s shareholders enhances the effectiveness of the board.

Director orientation, education and development

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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 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.

Whelan was elected to the board at the annual meeting of shareholders on May 8, 2025, and T.T.

Bryja was appointed to the board on September 16, 2025.

Shortly after each appointment, both J.R.

Whelan and T.T.

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

They each 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.

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.

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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.

In 2025, the board visited the ExxonMobil corporate headquarters near Houston, Texas for tours of the trading, centralized control room and remote operations centers, and presentations relating to ExxonMobil’s global capabilities.

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.

In 2025, director oversight included regular reviews of upstream and downstream operations, performance, plans and strategies, enterprise risk management framework and business controls, safety, environmental performance and sustainability and climate strategy.

Recognizing the importance of oversight relating to cybersecurity and artificial intelligence, the directors 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.

With strong market conditions and business performance throughout the year, the board and its committees 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.

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.

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

There was a continued focus by the board and its committees 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 and committees also undertook a comprehensive assessment of the company's corporate governance framework, with a focus on restructuring board committees and updating their charters to enhance efficiency and alignment with high corporate governance standards and 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.

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.

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

In 2025, the directors considered presentations on ExxonMobil’s global internal audit process and strategy, risk management framework, cybersecurity, corporate strategy, and its global outlook.

Prior to each board meeting, members of the board receive and review an extensive package of materials that provides a comprehensive summary on each agenda item to be discussed.

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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 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.

In 2025, one or more directors participated in continuing education provided by third parties pertaining to, among other things, cybersecurity and artificial intelligence, board strategy and ethics, 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 directors and members of the management committee have completed the "4 Seasons of Reconciliation" course provided by the Indigenous Continuing Education Centre of the First Nations University of Canada.

Board performance assessment

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The position description of the chief executive officer is fully described in paragraph 14(a) of the Board of Directors Charter attached as Appendix A.

In February 2024, the board established a lead director position to further enhance independent board leadership.

Cornhill was appointed lead director.

Prior to the formation of the lead director position, D.W.

Cornhill provided leadership for the independent directors in his capacity as chair of the executive sessions of the board.

The board's lead director position further enhances independent board leadership.

It is normally expected that the same director will serve as lead director for a minimum of two years.

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The position description of the lead director is fully described in paragraph 8 of the Board of Directors Charter attached as Appendix A.

During 2025, D.W.

Cornhill acted as lead director until October 1, 2025, when the company’s independent directors selected M.C.

Hubbs as successor lead director to facilitate an orderly transition in connection with Mr.

Cornhill not standing for re-election at the annual meeting of shareholders as a result of reaching the mandatory retirement age for directors.

Independent director executive sessions

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These meetings are held in the absence of management.

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

The independent directors held nine executive sessions in 2025, 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:

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

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

Hansen and T.T.

Bryja are also members of the finance committee and safety and sustainability committee, and were formerly members of the executive resources committee and the nominations and corporate governance committee until January 29, 2026.

The audit committee and, as of January 29, 2026, the executive resources committee and the nominations and corporate governance committees are 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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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.

The company is governed by a comprehensive 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.

The company’s risk management system includes a process for identifying, prioritizing, measuring, and managing the principal risks across the company, as well as assessing the company’s response to these risks.

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These risks included energy transition risks, operational risks, environmental and sustainability risks, and policy risks.

The board of directors is responsible for reviewing the principal risks and overseeing the implementation of the risk management system, with the various committees assisting in risk oversight for issues that fall under their responsibility.

This integrated risk management approach facilitates recognition and oversight of risk.

For example, the audit committee oversees the company’s system of internal accounting and financial controls, the executive resources committee oversees the compensation programs and practices in relation to risk management, and the finance committee oversees risk management in connection with capital allocation and expenditures.

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

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 safety and sustainability committee oversees the policies and practices that manage environment, health, safety and security risk, and the nominations and corporate governance committee oversees board structure and composition, as well as the company's corporate governance practices.

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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Members of the board ask questions of management to ensure risks are identified, assessed, mitigated, and monitored.

Each typical year, the board also visits one or more of the company’s operating sites or locations of importance for the company to better understand issues associated with the company’s business.

Each typical year, the board visits one or more of the company’s operating sites or locations of importance for the company to better understand issues associated with the company’s business.

In the annual planning process, consideration is given to a diverse set of risks and other factors that may influence future energy supply and demand trends, including technological advancements, regulation and government policies, climate change, greenhouse gas restrictions, and other general economic conditions.

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Business plans and strategies are reviewed on an annual basis and approved by the board.

The tables on the following pages provides additional oversight and other information about the board and its five standing committees:

The tables on the following pages provide additional oversight and other information about the board and its five standing committees:

Board of directors

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Directors (as shown in photo from left to right)

Corson (chair)

meetings Eight meetings of the board of directors were held in 2024, which included one special meeting of the board.

Whelan (chair)

meetings Nine meetings of the board of directors were held in 2025, which included two special meetings of the board.

The independent directors hold executive sessions of the board in conjunction with every board meeting.

These meetings are held in the absence of management.

The independent directors held eight executive sessions in 2024.

The independent directors held nine executive sessions in 2025.

highlights in

● Regularly discussed industry activity, market updates and company initiatives.

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

● Regularly discussed operational and project updates.

● Regularly discussed risk management and business controls environment.

● Regularly reviewed information technology, systems and cybersecurity strategies (including trends, risks, preparedness, mitigation, response, system improvements and business continuity strategies) to assess the security and integrity of the company’s information, systems and assets.

● 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, and renewing and accelerating the company’s normal course issuer bid program.

● Implemented various mechanisms for enhancing shareholder returns, such as increasing the dividend, 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 Pathways Alliance.

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

● Carried out a site visit to Exxon Mobil Corporation head office.

● 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 of workforce transformation project.

● Appointed J.R.

Whelan chairman, president and chief executive officer as successor to B.W.

Corson, and T.T.

Bryja as director.

oversight The company’s financial, execution and operational risk rests with management and the company is governed by well-established risk management systems.

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The full details of the corporate disclosure policy can be found on the company’s internet site at www.imperialoil.ca .

Independence The current board of directors is composed of seven directors, the majority of whom (five of seven) are independent.

Therefore, such information should not be considered part of this proxy circular.

Independence The current board of directors is composed of eight directors, the majority of whom (five of eight) are independent.

The five independent directors are not employees of the company.

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● Reviewed the committee’s mandate and completed the committee self-assessment.

● Performed external auditor performance evaluation.

● 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.

● Completed review of related party transactions, disclosures, and associated controls.

● Reviewed the results of the corporation's business ethics compliance program, including the anonymous ethics hotline.

● Reviewed information technology, systems and cybersecurity strategies (including trends, risks, preparedness, mitigation, response, system improvements and business continuity strategies) to assess the security and integrity of the company’s information, systems and assets.

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

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Goldberg (chair)

Hansen (until January 29, 2026)

Cornhill (vice-chair)

Bryja (until January 29, 2026)

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

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highlights in

● Evaluated performance and approved compensation for CEO and other executive officers.

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

● Evaluated performance for the CEO and executive officers.

● Approved salaries and incentive program for the CEO and executive officers.

● Reviewed a number of workforce and organizational changes.

● Continued focus on succession planning for senior management positions.

● Recommended the appointment of J.R.

Whelan as president and chief executive officer.

relevant skills

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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 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.

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.

Independence All members of the executive resources committee are independent.

During 2025, T.T.

Bryja and N.A.

Hansen, who are 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 their employment with Exxon Mobil Corporation, served on the executive resources committee, but ceased serving on such committee as of January 29, 2026 in connection with the board’s periodic review of its governance structures and practices and the board’s determination that the committee will consist solely of independent directors.

Safety and sustainability committee

9 unchanged sentences

Goldberg (vice-chair)

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

meetings Five meetings of the safety and sustainability committee were held in 2025.

highlights in

● 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.

● Environmental performance review including ongoing oversight and guidance related to the Kearl environmental protection order.

● Emergency preparedness and security incident review.

● Updates on material Canadian policy developments.

● 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.

● Review and approval of 2025 Forced Labour Report.

● Committed nearly $19 million through community benefits agreements to Indigenous communities across Canada.

● Surpassed $7 billion in spending with Indigenous businesses since 2008 and achieved the highest annual business spend in 2025 at more than $1 billion.

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 N.A.

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

Bryja and N.A.

Nominations and corporate governance committee

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Hubbs (chair)

Cornhill ● G.J.

Floren (vice-chair)

Cornhill ● N.A.

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

Hansen (until January 29, 2026)

Bryja (until January 29, 2026)

meetings Nine meetings of the nominations and corporate governance committee were held in 2025.

Committee highlights in

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● Review of director compensation principles.

● 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 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.

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.

● Recommended appointment of new lead director

● Conducted a comprehensive assessment of the company’s corporate governance framework, with a focus on restructuring board committees and updating their charters to enhance efficiency and alignment with high corporate governance standards.

● Recommended nomination of J.R.

Whelan as director and appointment as chairman, and appointment of T.T.

Bryja as director.

Independence The members of the nominations and corporate governance committee are independent.

During 2025, T.T.

Bryja and N.A.

Hansen, who are 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 their employment with Exxon Mobil Corporation, served on the nominations and corporate governance committee, but ceased serving on such committee as of January 29, 2026 in connection with the board’s periodic review of its governance structures and practices and the board’s determination that the committee will consist solely of independent directors.

Finance committee

5 unchanged sentences

Driscoll (vice-chair)

Six meetings of the finance committee were held in 2024.

Eight meetings of the finance committee were held in 2025.

highlights in

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

● Review of the company's capital allocation.

● Review and recommendation of dividend declarations.

● Review and recommendation of share buyback program.

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

● Review of the company's pension plan governance.

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 N.A.

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

Director compensation

Director compensation discussion and analysis

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.

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,

ensuring long-term alignment with shareholder interests.

Nonemployee director compensation levels are reviewed by the nominations and corporate governance committee each year, and resulting recommendations are presented to the full board for approval.

The committee relied on an internally-led assessment to provide competitive compensation and market data for directors’ compensation, which assisted the committee in making a compensation recommendation for the company’s directors.

The internally-led assessment included a review of data from benchmark companies, with this data being provided by an independent external consultant.

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

The committee reviews benchmark companies data from an independent consultant and relies on an internal assessment to evaluate competitive director compensation.

This assessment guides the committee's recommendation and aligns with the company's established compensation design philosophy, objectives and principles, consistent with same methodology used in prior analysis.

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 (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 purpose of the deferred share unit plan for nonemployee directors is to further align their interests with the interests of investors and drive long-term accountability.

It fosters 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 143 .

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

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

Compensation decision making process and considerations

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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.

In 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 2025, the nominations and corporate governance 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.

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(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 until February 2024.

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

Equity based compensation

1 unchanged sentence

In 1999, an additional form of long-term incentive compensation, deferred share units, was made available to nonemployee directors.

Nonemployee directors may elect to receive all or a portion of their cash compensation in the form of deferred share units.

These directors may elect to receive all or a portion of their cash compensation in the form of deferred share units.

The following table shows the portion of the retainer each nonemployee director elected to receive in cash and deferred share units in 2025.

4 unchanged sentences

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.

(a) In 2025, D.W.

Cornhill served as lead director until October 1, 2025, and he has elected to receive both his director fees and the lead director fees applicable to such period in deferred share units.

(b) In 2025, M.C.

Hubbs served as lead director commencing October 1, 2025, and she has elected to receive both her director fees and the lead director fees applicable to such period 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:

36 unchanged sentences

Hubbs 121,250 3,300 — 121,250 433,356 112,548 667,154

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

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.

(a) As directors employed in 2025 by the company or Exxon Mobil Corporation or its affiliates, B.W.

Hansen and T.T.

Bryja did not receive compensation for acting as directors.

(b) "Annual retainer for board membership" includes the cash compensation for board membership.

Cornhill and M.C.

Hubbs, this amount also includes additional compensation for serving as lead director.

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

21 unchanged sentences

Hubbs — 554,606 — — — 112,548 667,154

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

Corson and N.A.

Hansen did not receive compensation for acting as directors.

(a) As directors employed in 2025 by the company or Exxon Mobil Corporation or its affiliates, B.W.

Hansen and T.T.

Bryja did not receive compensation for acting as directors.

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

23 unchanged sentences

Hubbs — — — — 43,012 5,100,363

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

Corson and N.A.

Hansen did not receive compensation for acting as directors.

(a) As directors employed in 2025 by the company or Exxon Mobil Corporation or its affiliates, B.W.

Hansen and T.T.

Bryja did not receive compensation for acting as directors.

(b) Represents restricted stock units and deferred share units held as of December 31, 2025.

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Hubbs — 202,656 —

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

Corson and N.A.

Hansen did not receive compensation for acting as directors.

(a) As directors employed in 2025 by the company or Exxon Mobil Corporation or its affiliates, B.W.

Hansen and T.T.

Bryja did not receive compensation for acting as directors.

(b) Represents restricted stock units granted in 2020, which vested in 2025.

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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.

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.

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Director Director

acquired (disposed of)

(February 15,

4 unchanged sentences

requirement Minimum

Cornhill November 29, 2017

November 29, 2017

(8,988) 41,238 6,690,453 16,500

Corson September 17, 2019

62,100 472,500 46,423,125 Five times base salary

Driscoll May 2, 2023

6 unchanged sentences

3,386 43,012 6,978,267 16,500

Whelan May 8, 2025

84,400 106,400 17,262,336 Five times base salary

Total accumulated holdings (#) and

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(a) The amount shown in the column “Market value of total holdings” is equal to the “Total holdings” multiplied by the closing price of the company’s shares on the proxy circular record date February 11, 2026 ($162.24).

Cornhill is currently a director, but is not standing for re-election at the annual meeting of shareholders.

Cornhill's total holdings consist of 0 common shares (<0.01%),18,938 deferred share units, and 22,300 restricted stock units.

Driscoll, J.N.

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

The audit committee is composed entirely of independent directors.

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 audit committee, and as of January 29, 2026, the executive resources committee and the nominations and corporate governance committee, are composed entirely of independent directors.

The finance committee and the safety and sustainability committee are composed of the independent directors together with T.T.

Bryja and N.A.

Bryja and Mr.

Hansen are employees of Exxon Mobil Corporation, and although they are deemed non-independent under the relevant standards by virtue of their employment, they are independent of the company’s management and are able to enhance the effectiveness of these committees by reflecting the perspective of the company’s shareholders.

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 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.

Nine e xecutive sessions were held in 2025.

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

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The company has a longstanding commitment to diversity amongst its directors.

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

Imperial has had at least one woman on its board continuously since 1977, and 38 percent of the current board members are women.

Among the nominees for director, women comprise 43 percent of the nominees and 50 percent of the nominated independent directors.

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.

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Designated group (a)

Women 2 of 7 (board and nominees)

2 of 5 (independent directors)

Aboriginal peoples 0 of 7

Persons with disabilities 0 of 7

Members of visible minorities 0 of 7

Women 3 of 8 (current board)

3 of 7 (nominees)

2 of 5 (current independent directors)

2 of 4 (nominated independent directors)

Aboriginal peoples 0 (board and nominees) 0

Persons with disabilities 0 (board and nominees) 0

Members of visible minorities 0 (board and nominees) 0

(a) Defined under the Employment Equity Act (Canada)

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Imperial also values external perspective and expertise.

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.

The company supports educational development and recruiting practices that facilitate the employment of Indigenous peoples, and holds Silver Certification in the Partnership Accreditation in Indigenous Relations (PAIR) program managed by the Canadian Council for Indigenous 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.

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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 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.

In 2025, 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, the regulatory and geopolitical environment (including tariffs and other trade-related actions, and changes in the Canadian federal government and its approach towards the Alberta oil and gas industry), and the company’s corporate strategy including strategy with respect to the energy transition and the announced restructuring to centralize additional corporate and technical activities in global capability centres.

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

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Calgary, AB, Canada T2C 5N1

Largest shareholder

Largest shareholders

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 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.

Exxon Mobil Corporation, 22777 Springwoods Village Parkway, Spring, Texas, 77389-1425, owns beneficially 336,580,182 common shares, representing approximately 69.6 percent of the outstanding 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.

To the knowledge of the directors and executive officers of the company, no other person owns beneficially, or exercises control or direction over, directly or indirectly, more than ten percent of the outstanding common shares of the company, except as is described herein.

Based solely on the Schedule 13G/A filed jointly by FMR LLC and Abigail P.

Johnson with the SEC on February 5, 2026, as of December 31, 2025, (i) FMR LLC and Abigail P.

Johnson (245 Summer Street, Boston, Massachusetts, 02210) each have beneficial ownership of the same 56,093,577 of the company's common shares (representing approximately 11.6% of the outstanding shares of the company), 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 42,615,029 of those shares, and (iii) FMR LLC and Abigail P.

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

The company has no reason to believe that the information provided in such Schedule 13G/A is incomplete or inaccurate or that the beneficial owner should have filed an amended report and did not.

Transactions with Exxon Mobil Corporation

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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.

In 2025, the company announced plans to further improve its industry-leading performance by centralizing additional corporate and technical activities in global business and technology centres, leveraging its relationship with ExxonMobil to realize substantial efficiency and effectiveness benefits from scale, integration and technology.

Recognizing that this restructuring will result in increased sourcing of services from ExxonMobil, the company, under the oversight of its board of directors, has implemented additional procedures and controls to oversee the provision of such services.

On June 23, 2025, the company implemented a new 12-month “normal course issuer bid” share purchase program, allowing the company to purchase up to a maximum of 25,452,248 shares during the period June 29, 2025 to June 28, 2026.

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 program ended on December 17, 2025 upon the company purchasing the maximum allowable number of shares, with 7,737,502 common shares purchased on the open market and a corresponding 17,714,746 common 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 2025 with ExxonMobil and its affiliates were $5,227 million and $13,534 million, respectively.

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Named executive officers of the company

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.

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.

The named executive officers of the company holding an office at year end 2025 1 are listed below, all of whom remain in their positions as of February 11, 2026.

In connection with B.W.

Corson's announcement of his intention to retire, J.R.

Whelan was appointed as president of the company on April 1, 2025, and assumed the additional roles of chairman and chief executive officer on May 8, 2025.

Position held (date office held):

2 unchanged sentences

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

(2019 – 2020)

Senior vice-president, conventional and heavy oil, ExxonMobil Upstream Company

(2022 – 2025) (affiliate)

Vice-president, heavy oil, ExxonMobil Upstream Company

(2020 – 2022) (affiliate)

Calgary, Alberta, Canada

26 unchanged sentences

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)

No other positions in the last five years

Calgary, Alberta, Canada

Corson is also a named executive officer in 2025 by virtue of him acting as chief executive officer until May 8, 2025.

Corson also acted as president until April 1, 2025 and chairman of the board until May 8, 2025.

Disclosure in respect of his compensation in 2025 is provided herein.

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 11, 2026.

Position held (date office held):

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

(2023 – Present)

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

Vice-president, commercial and corporate development

(2021 – 2023)

Fuels manager, Central and Eastern Canada, fuels and lubricants

(2018 – 2020)

Calgary, Alberta, Canada

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

13 unchanged sentences

(2019 – 2021)

Scott Maloney, 46

Position held (date office held):

Vice-president, chemicals and Sarnia site complex manager

Vice-president, downstream 1 and Canada Trib manager

(2025 – Present)

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

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

(2022 – 2024) (affiliate)

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

Canada Trib Manager

(2023 – 2025)

Business team leader, Baton Rouge refinery, Exxon Mobil Corporation

(2021 – 2023) (affiliate)

Sarnia, Ontario, Canada

Calgary, Alberta, Canada

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

4 unchanged sentences

(2019 – 2024)

1 Executive officer in charge of both downstream and chemicals reportable segments.

Executive compensation

Compensation discussion and analysis

Executive Summary

The compensation and discussion analysis and executive compensation tables outline the company's executive compensation program and process for determining pay as it applies to the named executive officers listed on page 155 .

Executive s ummary

Letter to shareholders

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RSUs as a percentage of outstanding shares 181

Annual burn rate 178

Status of prior long-term incentive plans 181

Annual burn rate 182

Pension plan benefits 182

Other compensation elements 185

The compensation and discussion analysis and executive compensation tables outline Imperial's executive compensation program and process for determining pay as it applies to the named executive officers (NEOs).

For 2024, named executive officers were:

Chairman, president, and chief executive officer

Senior vice-president, finance and administration, and controller

Senior vice-president, upstream

Vice-president, general counsel and corporate secretary

Executive summary

2 unchanged sentences

The executive resources committee (“committee”) supports the design and resulting pay outcomes of Imperial's executive compensation program.

we believe that it aligns well with the company’s business model and considers the complexity of the business environment in which the company operates.

We believe that it aligns well with the company’s business model and considers the complexity of the business environment in which the company operates, requiring executives to maintain a long-term view when making decisions.

Executive performance is evaluated across multiple performance dimensions within the context of the company’s long-term strategy.

The design of the executive compensation program rewards performance and ensures the goal of maximizing long-term shareholder value is achieved and the company is positioned for long-term success.

The executive compensation program design reflects this and has proven to be adaptable to evolving strategic priorities, supporting the goal of maximizing long-term shareholder value.

Business perspective

Imperial's business involves investments that create shareholder value over long periods of time, requiring executives to maintain a long-term view when making decisions.

The executive compensation program design reflects this and has proven to be adaptable to evolving strategic priorities.

In 2025, Imperial delivered strong business results across a wide range of performance dimensions.

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.

Our strong financial performance and ability to return significant cash to shareholders was, once again, underpinned by exceptional operations, demonstrated by record liquids production and strong refinery utilization and reliability.

Additionally, our strategic initiatives to further strengthen our efficiency and effectiveness position the company for long-term success.

For more information on the 2025 key business results see page 167 .

Compensation Decisions

Lastly, our thorough talent management process contributed to a smooth transition of the Chairman, President & Chief Executive Officer ("CEO") role from Brad W.

Corson to John R.

Whelan in May 2025.

Committee report

The committee exercises oversight of a compensation program that aligns executives' pay with the results of their decisions and the returns of our shareholders over the long term.

The program design is aligned with the core elements of the majority shareholder's compensation program, and is designed to drive long-term accountability, reward the highest standard of performance, and promote retention.

The program design is aligned with the core elements of the majority shareholder's compensation program, designed to drive long-term accountability, reward outstanding performance, and is fully aligned with our talent management approach.

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.

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

The evolution of pay during 2023 through 2025 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.

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Executives are required to carefully consider current and future risks, such as those related to the energy transition, and to make decisions across a broad range of business environments that generate sustainable shareholder value over the long term.

The company's executive compensation program design aligns executives' pay with the results of their decisions and shareholder returns over the long term.

The program is designed to drive long-term accountability, reward the highest standard of performance, and promote retention.

The company's executive compensation program design is aligned with the core elements of the majority shareholder's compensation program, designed to drive long-term accountability and reward outstanding performance, and is fully integrated with our approach to talent management.

The program aligns executives' pay with the results of their decisions and shareholder returns over the long term.

Drive long-term accountability

6 unchanged sentences

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

Promote retention

Long-term orientation also underpins how the company develops talent.

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 promotes retention through long restriction periods.

Integrated approach to talent management

Our talent management approach is fully integrated across the entire employee lifecycle – from attracting and developing talent to engaging and retaining exceptional people.

Our approach aligns with the majority shareholder's development and staffing processes providing access to global best practices and development opportunities for Imperial employees.

Our long-term orientation underpins how the company develops talent.

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

Our approach is enabled by our core values and our culture – driving expected behaviours, shared ownership, and desired outcomes.

Compensation is a key element of this integrated talent approach.

It 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

8 unchanged sentences

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

integrated into company's plan cycle.

integrated into the company's plan cycle.

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

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50 percent in 7 years

• Long restriction periods coupled with performance metrics applied at grant

• Long restriction periods coupled with individual performance applied at grant

• Significant portion of pay at risk of forfeiture for extended period of time

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Long-term strategic objectives

Operations performance Deliver industry-leading performance in safety, environmental performance, and reliability

Operations performance Deliver industry-leading performance in safety, reliability, and environmental performance

Financial performance Deliver industry-leading earnings and cash flow growth

Energy transition Reduce GHG emissions intensity at our operated assets and in hard-to-decarbonize sectors

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

Business portfolio Optimize existing business portfolio, develop new opportunities aligned with competitive advantages

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.

Plan goals are approved annually by the board.

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

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Performance evaluation

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.

The company's approach to performance evaluation is aligned with the core elements of the majority shareholder’s program, including executive performance evaluation, which is designed to drive long-term accountability and reward outstanding performance.

Our program benefits from leveraging core performance principles with the majority shareholder, enabling access to global best practices.

The company's long-term success depends on achieving all four interdependent strategic objectives, which are equally weighted by the committee.

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

Recognizing the complexity and significant uncertainty of the energy transition, the committee focuses on balancing the energy transition objectives with meeting society's need for affordable energy and essential products that improve living standards worldwide.

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.

Results of the annual performance evaluation inform all levels of compensation, including salary, bonus, and restricted stock unit award.

Details on pay deliberations can be found on page 169 .

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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1 Non-GAAP financial measure – see definitions and frequently used terms on page 174 .

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 165 for 2024 business performance results.

Chief executive officer

The committee evaluates the CEO's performance throughout the year 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 are assessed over near- and long-term time horizons, considering the broader business environment.

The committee's evaluation further supports the CEO's performance assessment.

Executive officers

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.

In addition to this formal annual assessment, the board evaluates the performance of all senior executives throughout the year during specific reviews and board meetings.

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 formulas to assess individual performance or determine compensation.

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

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 committee during the annual executive development review.

Performance is evaluated based on accomplishments versus plan goals and objectives, with demonstrated leadership in sustaining sound business controls and a strong ethical and corporate governance environment.

The committee engages with executive officers throughout the year during specific reviews and board meetings.

Leaders are held accountable to deliver and are assessed across all performance

2 unchanged sentences

Through long restriction periods, Imperial executives are incentivized to take a long-term view in decision making.

Restricted stock units represent over 50 percent of total direct compensation 1 , and are intended to link executive pay to the returns of long-term shareholders and encourage a long-term view through the commodity price cycle.

Restricted stock units ("RSUs") represent over 50 percent of total direct compensation 1 , and are intended to link executive pay to the returns of long-term shareholders and encourage a long-term view through the commodity price cycle.

Restricted stock units granted to the CEO vest 50 percent in 5 years and 50 percent in 10 years.

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Long restriction periods in line with investment lead times and risk profile

• 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 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.

• Example below shows net cash flow of a typical Imperial project aligning with the restricted stock program design for the Imperial CEO.

It illustrates that short-term vesting occurs prior to determination of project financial success or failure and that longer-term vesting better aligns with shareholder returns resulting from investment decisions.

• In a capital-intensive industry like ours, investment and risk decisions unfold over decades and 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.

Executives hold shares across dynamic market conditions, aligning with the experience of long-term shareholders.

• A formula-based program would require shorter timeframes to set credible targets, leading to quicker vesting and faster pay realization.

This could encourage short-term decision making, misaligned with our long investment cycles and capital-intensive operations.

• The example below shows the net cash flow of a typical Imperial project alongside the restricted stock program design for the Imperial CEO.

It illustrates that short-term vesting would occur before a project's financial outcome is known, whereas longer-term vesting better aligns with shareholder returns driven by investment decisions.

1 Refer to definitions and frequently used terms on page 174 .

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• Restricted stock award grant levels are established based on pay grade and individual performance.

• The executive resources committee does not adjust share grants to offset changes in share price, which results in executives seeing a one-for-one change in compensation through share price.

• A share-denominated approach 1 coupled with long restriction periods defines the risk/reward profile of stock-based performance awards and results in a greater degree of volatility versus alternate programs with a dollar-denominated approach.

• Share grants are not adjusted to offset changes in share price, which results in executives seeing a one-for-one change in compensation through share price.

• A share-denominated approach 1 coupled with long restriction periods defines the risk/reward profile of stock-based performance awards and results in a greater degree of volatility versus formula-based programs with a dollar-denominated approach.

2025 decisions

• 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.

• As in prior years, and as a matter of principle, share grants were not adjusted to offset changes in the share price, thus maintaining strong alignment in the experience of our executives and our long-term shareholders.

• Long-term award value up, reflective of strong stock price, $131.32 at 2025 grant versus $100.29 in 2024, and $77.12 in 2023.

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 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.

Whelan’s 2025 stock ownership, as shown on page 148 , exceeds the minimum requirement.

• Long restriction periods result in stock ownership far exceeding ownership guidelines typical among other companies across industries.

This aligns the interests of our executives with those of long-term shareholders and ensures focus on actions that create sustainable shareholder value over the long term.

• At retirement, outstanding shares will continue to vest over a 7 to 10 year period.

• At retirement, outstanding shares will continue to vest over a 7- to 10- year period after grant date, with no accelerated vesting at retirement.

Exxon Mobil Corporation has a plan similar to the company’s restricted stock unit plan, under which grantees may receive restricted stock units, referred to herein as Exxon Mobil Corporation restricted stock.

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 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.

Whelan holds Exxon Mobil Corporation restricted stock granted from 2020 to 2024, as well as Imperial restricted stock units granted in 2019 and 2025.

Corson holds Exxon Mobil Corporation restricted stock granted in 2018 and previous years, as well as Imperial restricted stock units granted from 2019 to 2024.

Lyons holds Imperial restricted stock units granted since 2019, and no longer holds any outstanding Exxon Mobil Corporation restricted stock units.

Gomez-Smith holds Exxon Mobil Corporation restricted stock granted in 2023 and previous years, as well as Imperial restricted stock units granted in 2024 and 2025.

1 Refer to definitions and frequently used terms on page 174 .

Bonus program

Annual bonus program represents 10 to 20 percent of total direct compensation 1 , and is intended to link executive pay to annual company earnings performance.

Annual bonus program represents 10 to 20 percent of total direct compensation 1 , and is intended to link executive pay to annual earnings performance.

Program design

• The committee establishes the overall size of the bonus program.

In establishing the annual bonus program, the committee:

• considers input from the chairman, president and chief executive officer on performance of the company and from the company’s internal compensation advisors regarding compensation trends as obtained from external consultants;

• considers the linkage to the majority shareholder’s bonus program given the company’s working interest is included in Exxon Mobil Corporation earnings;

• considers annual net income of the company;

• 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.

• The overall size of the bonus program is determined annually, taking into consideration:

• the linkage to the majority shareholder’s bonus program given the company’s working interest is included in Exxon Mobil Corporation earnings;

• input from the chairman, president and chief executive officer on performance of the company;

• annual net income of the company;

• the cyclical nature and long-term orientation of the business.

• A bonus award matrix is used to determine individual award levels based on pay grade and individual performance.

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Annual benchmarking

The executive resources committee conducts annual benchmarking to assess

market competitiveness of executive pay and program design

Annual benchmarking process to assess market competitiveness of executive pay and program design.

Compensation benchmarking

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:

In addition to the assessment of business and individual performance, benchmarking is completed against a select group of major Canadian companies on an annual basis.

Criteria for selecting compensation benchmark companies 1 include:

• Canadian companies or Canadian affiliates;

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Pay orientation

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 range around the median of compensation benchmark companies.

Pay levels are determined based on a broad range around the median of compensation benchmark companies.

This provides the ability to:

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• respond to changing business conditions.

The elements of Exxon Mobil Corporation compensation program for B.W.

The core elements of Exxon Mobil Corporation compensation program applies to J.R.

Lyons, and C.L.

Gomez-Smith, including salary, annual bonus, and restricted stock units are generally similar to those of the company.

Gomez-Smith, including salary, annual bonus, and restricted stock units.

1 Refer to definitions and frequently used terms on page 174 .

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In 2025, Imperial delivered strong business results across a wide range of performance dimensions.

• Delivered strong safety performance and effective enterprise risk management across the organization.

• 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.

• Delivered strong operations integrity performance as well as effective enterprise risk management across the organization, while preventing serious safety incidents.

• Announced restructuring plans to further improve Imperial's industry-leading performance by centralizing additional corporate and technical activities in global business and technology centres, realizing substantial efficiency and effectiveness benefits from scale, integration and technology:

– Restructuring plans will further advance the company’s well-established strategy of increasing cash flow and delivering industry-leading shareholder returns.

– Expected annual expense savings of $150 million by 2028.

• Single largest corporate gift to any post-secondary institution in Alberta, with the donation of the $37 million research lab facility to the Southern Alberta Institute of Technology (SAIT).

• Recognized as one of Time Magazine's Canada's Best Companies for 2025.

• Completed successful transition of Chairman and CEO position.

Financial performance

• 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.

• Strong operational performance and reliability drove financial results.

• Achieved nearly $3.3 billion of net income and earnings per share of $6.48, assuming dilution.

• Generated substantial cash with $6.7 billion in cash flow from operating activities.

• Increased quarterly dividend to $0.72 per share in the first quarter, increasing the annual dividend paid for the 31 st consecutive year.

The annual dividend paid per share represents a 20 percent increase year over year.

• Total shareholder returns of $3.9 billion;

including dividends of $1.2 billion and accelerated share repurchases of $2.7 billion as part of the company’s normal course issuer bid.

• Total shareholder returns of nearly $4.6 billion;

including dividends of $1.4 billion and accelerated share repurchases of nearly $3.2 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.

• Committed nearly $19 million through community benefits agreements to Indigenous communities across Canada.

• Surpassed $7 billion in spending with Indigenous businesses since 2008.

In 2025, Imperial achieved the highest annual spend, surpassing $1 billion dollars.

• Received silver-level recertification from the Canadian Council for Indigenous Business through their Partnership Accreditation in Indigenous Relations (PAIR) program.

• Low Carbon Solutions continues to evaluate opportunities for carbon capture and storage and lithium extraction.

Upstream operations performance

• 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.

• Commenced construction of the Enhanced Bitumen Recovery Technology (EBRT) pilot on Imperial's Aspen lease with pilot start-up anticipated by 2027.

• Achieved production of 438,000 gross oil-equivalent barrels per day representing the highest full year production in over 30 years.

• Continued progress towards delivering industry leading operating costs 1 across major Upstream assets.

• Achieved full-year production at Kearl of 280,000 gross oil-equivalent barrels per day (199,000 barrels Imperial’s share).

• Successfully completed turnaround activities at Kearl, progressing our plans to reduce the duration of each turnaround and double turnaround intervals to an industry-leading four years.

• Produced 151,000 gross oil-equivalent barrels per day at Cold Lake, enabled by strong first full-year Grand Rapids SA-SAGD production.

• Successfully executed Cold Lake Leming SAGD project achieving first oil in the fourth quarter, and is ramping up as expected to a peak of around 9,000 barrels per day.

• Produced 79,000 gross oil-equivalent barrels per day Imperial's share of full-year production at Syncrude.

• Continued construction of the Enhanced Bitumen Recovery Technology (EBRT) pilot to validate transformative technology on Imperial's Aspen lease with pilot start-up anticipated by 2027.

Downstream and Chemical operations performance

• 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.

• Achieved average refining throughput of 402,000 barrels per day with capacity utilization of 93 percent while completing significant turnaround activity.

• Executed turnaround activities at all three refineries ahead of schedule and below budget.

• Commissioned Canada’s largest renewable diesel facility at Strathcona and produced first on-spec renewable diesel.

• Commenced co-processing of canola oil and renewable naphtha blending at the Strathcona refinery to deliver lower carbon intensity fuels.

• Strong jet fuel performance in 2025, including record annual jet sales at equity-supplied airports, reflecting operational excellence and commercial intensity.

• Achieved highest Esso and Mobil retail site count in the company's history.

• Sustained number one retail market share in Canada 2 .

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(Value of $100 invested on December 31, 2020)

(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 174 .

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Chief executive officer

Corson is responsible for executing the company's long-term strategic objectives while progressing plan goals in support of these objectives.

In connection with B.W.

Corson's announcement of his intention to retire, J.R.

Whelan was appointed as president of the company on April 1, 2025, and assumed the additional roles of chairman and chief executive officer effective at the conclusion of the annual meeting of shareholders on May 8, 2025.

Whelan is responsible for executing the company's long-term strategic objectives while progressing plan goals in support of these objectives.

In 2025, the company delivered strong business results across a wide range of performance dimensions as outlined on pages 162 , 167 and 168 .

Corson’s leadership, the company maintained its commitment to advantaged long-term investments and actively progressed cost savings.

Whelan’s leadership, the company maintained its commitment to advantaged long-term investments and strong operational performance.

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.

In acknowledgement of Mr.

Whelan's achievements, the committee awarded total direct compensation of $14.38 million CAD.

Consistent with our compensation 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.

Corson’s shareholding net worth to the performance of the company.

Whelan’s shareholding net worth to the performance of the company.

As such, the realized value of the long-term incentive grants may differ from the amounts shown in the summary compensation table, depending on company performance at time of future vesting.

During these vesting periods, the awards remain at risk of forfeiture even after retirement.

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.

Whelan's salary 1 was $503,595 CAD (from April to December) and the committee approved an annual bonus 1 of $1.34 million CAD ($962,400 USD), based on his individual performance, experience and pay grade.

Whelan’s 2025 long-term incentive award of 95,400 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.

Total Direct Compensation 2

87 percent of CEO total direct compensation delivered in the form of restricted stock units with long restriction periods.

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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.

The committee approved the individual elements of compensation and the total compensation as shown in the summary compensation table on page 176 .

1 Refer to footnotes on page 178 for information about pro-rated salary, and compensation paid in U.S.

2 Refer to definitions and frequently used terms on page 174 .

Amounts are shown in Canadian dollars.

2 Refer to footnotes on page 174 for information on compensation paid in U.S.

Other compensation elements

8 unchanged sentences

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