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Imperial – Canada: Imperial announces completion of its $2.5 billion substantial issuer bid

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Imperial Oil Limited (TSE: IMO, NYSE American: IMO) announced today that it has taken up and paid for 32,467,532 common shares (“Shares”) at a price of $77.00 per Share (the “Purchase Price”) under Imperial’s offer (the “Offer”) to purchase for cancellation up to $2.5 billion of its Shares. All amounts are in Canadian dollars.

The Shares purchased represent an aggregate purchase of $2.5 billion and 4.9 percent of the total number of Imperial’s issued and outstanding Shares as of the close of business on May 2, 2022. Immediately following completion of the Offer, Imperial has 636,676,182 Shares issued and outstanding.

A total of 9,867,766 Shares were taken up and purchased pursuant to auction tenders at or below the Purchase Price and pursuant to purchase price tenders. Since the Offer was oversubscribed, shareholders who made auction tenders at or below the Purchase Price and shareholders who made, or were deemed to have made, purchase price tenders had approximately 96 percent of their tendered Shares taken up by Imperial (other than “odd lot” tenders, which were not subject to proration). 22,599,766 Shares were taken up and purchased pursuant to proportionate tenders.

Exxon Mobil Corporation (“ExxonMobil”), Imperial’s majority shareholder, made a proportionate tender under the Offer in order to maintain its proportionate Share ownership at approximately 69.6 percent, resulting in 22,597,379 Shares being taken up pursuant to the Offer. Immediately following completion of the Offer, ExxonMobil holds 443,126,164 Shares.

Imperial has accepted the Shares tendered for purchase and has made payment for the Shares by delivering the aggregate purchase price to Computershare Investor Services Inc., the depositary for the Offer (the “Depositary”). Payment and settlement with shareholders will be effected by the Depositary on or about June 21, 2022, all in accordance with the Offer and applicable law. Any Shares not purchased, including such Shares not purchased as a result of proration or Shares tendered pursuant to auction tenders at prices higher than the Purchase Price or invalidly tendered, will be returned to shareholders as soon as practicable.

To assist shareholders in determining the tax consequences of the Offer, Imperial estimates that a deemed dividend in the amount of $75.25 per Share was triggered on the repurchase of each Share, based on the estimated paid-up capital of $1.75 per Share at June 10, 2022. The dividend deemed to have been paid by Imperial to Canadian resident persons is designated as an “eligible dividend” for purposes of the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation.

For the purposes of subsection 191(4) of the Income Tax Act (Canada), the “specified amount” in respect of each Share is $69.19.

Shareholders should consult with their own tax advisors with respect to the income tax consequences of the disposition of their Shares under the Offer.

This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares.

Imperial is one of Canada’s largest integrated oil companies. It is active in all phases of the petroleum industry in Canada, including the exploration for, and production and sale of, crude oil and natural gas. In Canada, it is a major producer of crude oil, the largest petroleum refiner and a leading marketer of petroleum products. It is also a major producer of petrochemicals. The company’s operations are conducted in three main segments: Upstream, Downstream and Chemical.

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