IMPERIAL OIL LTD 10-K

Item 5. Market for registrant’s common equity, related stockholder matters and issuer purchases of equity securities Market information The company’s common shares are listed and trade on the Toronto Stock Exchange in Canada, and have unlisted trading privileges and trade on the NYSE American LLC in the United States. The symbol for the company’s common shares on these exchanges is IMO. As of February 15, 2022 there were 9,826 holders of record of common shares of the company. Information for security holders outside Canada Cash dividends paid to shareholders resident in countries with which Canada has an income tax convention are usually subject to a Canadian non-resident withholding tax of 15 percent, but may vary from one tax convention to another. The withholding tax is reduced to 5 percent on dividends paid to a corporation resident in the U.S. that owns at least 10 percent of the voting shares of the company. The company is a qualified foreign corporation for purposes of the reduced U.S. capital gains tax rates, which are applicable to dividends paid by U.S. domestic corporations and qualified foreign corporations. There is no Canadian tax on gains from selling shares or debt instruments owned by non-residents not carrying on business in Canada, as long as the shareholder does not, in any given 60 month period, own 25 percent or more of the shares of the company. Canada has approved several positions with respect to the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (“MLI”) , which may impact the taxability of dividends and capital gains in Canada if the shareholder’s country of residence has also approved these same positions of the MLI. Between October 1, 2021 and December 31, 2021, pursuant to the company’s restricted stock unit plan, 6,725 shares were issued to employees or former employees outside the U.S. in reliance on Regulation S under the Securities Act. Securities authorized for issuance under equity compensation plans Sections of the company’s management proxy circular are contained in the “Proxy information section”, starting on page 111. The company’s management proxy circular is prepared in accordance with Canadian securities regulations. Reference is made to the section under the “Company executives and executive compensation”: ● Entitled “Performance graph” within the “Compensation discussion and analysis” section on page 170 of this report; and ● Entitled “Equity compensation plan information”, within the “Compensation discussion and analysis”, on page 176 of this report. 32 Table of Contents Issuer purchases of equity securities Total number of shares purchased Average price paid per share (Canadian dollars) Total number of shares purchased as part of publicly announced plans or programs Maximum number of shares that may yet be purchased under the plans or programs (a) October 2021 (October 1 - October 31) 2,846,704 42.70 2,846,704 23,627,643 November 2021 (November 1 - November 30) 7,089,309 43.49 7,089,309 16,538,334 December 2021 (December 1 - December 31) 7,602,184 43.63 7,602,184 8,936,150 (a) On June 23, 2021, the company announced by news release that it had received final approval from the Toronto Stock Exchange for a new normal course issuer bid and will continue its existing share purchase program. The program enables the company to purchase up to a maximum of 35,583,671 common shares during the period June 29, 2021 to June 28, 2022. This maximum includes shares purchased under the normal course issuer bid and from Exxon Mobil Corporation concurrent with, but outside of the normal course issuer bid. As in the past, Exxon Mobil Corporation has advised the company that it intends to participate to maintain its ownership percentage at approximately 69.6 percent. The program will end should the company purchase the maximum allowable number of shares, or on June 28, 2022. In accordance with the company’s announcement in November 2021 that it intended to accelerate purchases under the normal course issuer bid, the program was subsequently completed on January 31, 2022 as a result of the company purchasing the maximum allowable number of shares under the program. The company will continue to evaluate the renewal of its normal course issuer bid share purchase program in June 2022 in the context of its overall capital activities. Purchase plans may be modified at any time without prior notice. Item 7. Management’s discussion and analysis of financial condition and results of operations Reference is made to the section entitled “Management’s discussion and analysis of financial condition and results of operations” in the “Financial section”, starting on page 48 of this report.