An anonymous director reports

IMPERIAL ANNOUNCES PRELIMINARY RESULTS OF ITS SUBSTANTIAL ISSUER BID

Imperial Oil Ltd. has released the preliminary results of its substantial issuer bid, pursuant to which Imperial offered to purchase for cancellation up to $1.5-billion of its common shares. The offer proceeded by way of a modified Dutch auction, which had a tender price range from $78.50 per share to $94 per share, and included the option for shareholders to participate through a proportionate tender. The offer expired at 5 p.m. Calgary time on Dec. 8, 2023.

In accordance with the terms and conditions of the offer and based on the preliminary calculation of Computershare Investor Services Inc., as depositary for the offer, Imperial expects to take up and pay for 19,108,280 shares at a price of $78.50 per share under the offer, representing an aggregate purchase of approximately $1.5-billion and 3.4 per cent of the total number of Imperial's issued and outstanding shares as of the close of business on Oct. 30, 2023. Immediately following completion of the offer, Imperial anticipates that 535,836,803 shares will be issued and outstanding.

A total of 27,768,599 shares were validly tendered and not withdrawn pursuant to auction tenders at or below the purchase price and pursuant to purchase price tenders.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 will have the number of shares purchased prorated following the determination of the final results of the offer (other than odd-lot tenders, which are not subject to proration). Imperial currently expects that shareholders who made auction tenders at or below the purchase price and shareholders who made, or were deemed to have made, purchase price tenders will have approximately 20 per cent of their tendered shares purchased by Imperial. Shareholders who made auction tenders at a price in excess of the purchase price should not expect to have any of their shares purchased by Imperial. A total of 13,324,225 shares are anticipated to be taken up and purchased pursuant to proportionate tenders.

Exxon Mobil Corp., Imperial's majority shareholder, made a proportionate tender under the offer and will maintain its proportionate share ownership at approximately 69.6 per cent following completion of the offer.

The number of shares to be purchased, the proration factor and the purchase price referred to herein are preliminary, remain subject to verification by the depositary and assume that all shares tendered through notice of guaranteed delivery will be delivered within the two-trading-day settlement period. Upon take-up and payment of the shares purchased, Imperial will issue a press release disclosing the final results, including the final proration factor, the final purchase price, the estimated paid-up capital per share and the specified amount for purposes of the Income Tax Act (Canada).

Promptly after such press release, payment for the shares accepted for purchase will be made in accordance with the terms of the offer and applicable law, and the depositary will return all other shares tendered and not purchased.

The full details of the offer are described in the offer to purchase and issuer bid circular dated Nov. 3, 2023, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available on SEDAR+ and on EDGAR.

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 the 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. After more than a century, Imperial continues to be an industry leader in applying technology and innovation to responsibly develop Canada's energy resources. As Canada's largest petroleum refiner, a major producer of crude oil, a key petrochemical producer and a leading fuels marketer from coast to coast, the company remains committed to high standards across all areas of its business.

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