Imperial Oil Limited (TSX:IMO)
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May 7, 2026, 12:10 PM EST
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AGM 2026

May 4, 2026

Peter Shaw
VP of Investor Relations, Imperial Oil

Morning. My name is Peter Shaw, Imperial's Vice President of Investor Relations. It is my pleasure to welcome you to our Imperial's 2026 Annual Meeting of Shareholders. Thank you for joining us. As we begin, I would like to acknowledge that here in Calgary, we are located on the traditional territory of the people of Treaty 7 region in Southern Alberta, which includes the Blackfoot, the Tsuut'ina, and Stoney Nakoda First Nations, including Chiniki, Bearspaw, and Wesley First Nation. The City of Calgary is also homeland to the historic Northwest Métis and the Métis Nation of Alberta Region 3. Before we begin the formal proceedings, I will ask Ian Laing, Imperial Vice President, General Counsel, and Corporate Secretary, to make some introductory remarks.

Ian Laing
VP, General Counsel, and Corporate Secretary, Imperial Oil

Thank you, Peter. I would like to draw everyone's attention to our cautionary statement, which is displayed on the meeting webpage now. It will be accessible with the presentation slides on our website after this meeting concludes, and I would encourage you to read it. To summarize, though, the cautionary statement explains that at this meeting we may make forward-looking statements which involve certain assumptions and have inherent risks and uncertainties. Any forward-looking information that we provide today is not a guarantee of future performance, and actual future results could differ materially depending on a number of factors and assumptions. Additional information is available in the cautionary statement. There are also references to non-GAAP measures within today's presentation, and related disclosures are at the end of the presentation and on our website. John Whelan, Imperial's Chairman, President, and Chief Executive Officer, will act as Chair of this meeting.

I will serve as Secretary for this meeting. We will also be calling on Peter Shaw, who spoke earlier, to facilitate questions from shareholders during the meeting. Rita Gutierrez-Fernandez of Broadridge Investor Communication will act as Scrutineer. All of the nominees for Director and members of Imperial's senior management team are joining us today. In the unlikely event of a technical disruption before we conclude the business of this meeting, the meeting will be rescheduled within the next 30 days. I will now review the voting and question procedures for this meeting. Today, registered shareholders and duly appointed proxy holders who are attending the meeting have the ability to vote online. Those of you that have already voted in advance of the meeting and do not wish to change your votes, you do not need to do anything today.

Those of you that choose to vote at today's meeting or change a vote already submitted, the poll will remain open throughout the meeting until the last business item has been put to a vote and the chair of the meeting declares voting to be closed. The meeting resolutions will be displayed on the meeting webpage. To register your vote, click on the Vote Here button on the web portal and follow the instructions. You must click Submit following your selection for your vote to be counted. Votes may be changed up to the time that voting is closed. A simple majority is required to approve matters voted on at this meeting. Preliminary and final results will be posted on our website and will appear in our public filings later today.

Registered shareholders and duly appointed proxy holders joining through the Broadridge platform, please note that if you wish to ask a question, click within the Ask a Question window found on the lower left portion of the meeting webpage, type in your name and question, and press Submit. Questions will be limited to 4,000 characters and should address one matter at a time. I also encourage you to submit your questions as early as possible. Questions related to items of business will be addressed immediately before each item is put to a vote, and questions of a general nature will be addressed during the question period after the Chairman's remarks at the end of the business portion of the meeting. I would like to remind you that questions should be of interest to all shareholders and not of a personal nature.

If your question is related to a personal matter, I recommend that you submit your question separately after the annual meeting by contacting Investor Relations using email at shareholder.services@esso.ca. In the event that multiple questions of a similar nature are submitted, we will aggregate those questions and provide a single comprehensive response. We will endeavor to answer all of the questions submitted, but in the event that time does not permit, we will address any unanswered questions on our website shortly after the meeting. Please refer to the meeting agenda and rules of conduct document for the meeting for more details on participation in the meeting. Mr. Chairman, I can advise that a notice of the annual meeting of shareholders, form of proxy, management proxy circular, and the financial statements, including the auditor's report, were all made available to registered shareholders, to the directors, and to the auditors.

I can also advise that a quorum for this meeting is present.

John Whelan
Chairman, President, and CEO, Imperial Oil

Thank you, Ian, and good morning, everyone. Since a quorum is present, I declare the meeting to be properly constituted to transact business as an annual meeting of shareholders of Imperial Oil Limited, and I hereby call this meeting to order. Turning to the business of the meeting, I'm now placing the two items of formal business listed in the meeting notice before the meeting for a vote. The first item is the nomination and election of directors. All of the seven nominees are current directors standing for re-election and are with us at this meeting today. The nominees to be elected as directors of Imperial Oil Limited and to hold office until the close of the next annual meeting are Tanya Bryja, Sharon Driscoll, John Floren, Gary Goldberg, Neil Hansen, Miranda Hubbs, and myself, John Whelan.

Current director David Cornhill is not standing for re-election as he has reached the company's mandatory retirement age for directors. We are grateful for David's involvement and service on Imperial's board. We have benefited greatly from the value and advice he has brought. The second item of business is the appointment of the auditor. The motion is that PricewaterhouseCoopers Chartered Accountants be reappointed auditors of Imperial Oil Limited to hold office until the close of the next annual meeting. Peter, have we received any questions from participants on the director nominations or the appointment of the auditor?

Peter Shaw
VP of Investor Relations, Imperial Oil

No, we have not received any questions from participants.

John Whelan
Chairman, President, and CEO, Imperial Oil

As there is no further discussion, we will now proceed with the votes. I will pause here to allow participants to register their votes for the director elections and auditor appointment. Voting is now closed for these items. The results of the vote will be disclosed following the completion of the remaining business of the meeting once the ballots have been tabulated. We've now come to the point in the meeting where I would like to provide an update on the company. Since stepping into the role last spring, I've had the opportunity to see firsthand the strength of Imperial's people and the focus on delivering exceptional performance. I'm very pleased with the results we delivered in 2025 and with the foundation we continue to build for long-term success.

2025 was another year of industry-leading shareholder returns for Imperial, driven by strong results across our business. We delivered exceptional financial results, operated safely and reliably, and continued to execute our strategy with discipline and consistency. For the year, we generated nearly CAD 3.3 billion in net income, or approximately CAD 4.3 billion excluding identified items, and more than CAD 6.7 billion of cash flow from operating activities. In line with our capital allocation priorities, we returned approximately CAD 4.6 billion to shareholders through dividends and share repurchases. Our balance sheet remains strong, providing flexibility to invest in attractive opportunities while continuing to return surplus cash through the cycle. Our dividend increased 20% year-over-year, marking our 31st consecutive year of dividend growth.

Maintaining a reliable and growing dividend remains the cornerstone of our shareholder return framework in concert with disciplined share repurchases. Our industry-leading shareholder returns reflect the resilience of our integrated business model, our focus on cost and capital discipline, and the consistent execution excellence delivered by our team. Across all our operations, we are dedicated to being the most responsible operator in the industry, and as such remain steadfast in our commitment to safety, environment, reliability, and cost structure performance. In 2025, we achieved 0 lost time incidents and recorded no high-consequence process safety events. These outcomes are not accidental. They reflect a strong safety culture, clear accountability, and disciplined operational practices across the organization. We also continue to deepen our relationships with Indigenous communities and businesses, supporting economic development and capacity building through our supply chain.

In 2025, we achieved a record level of annual spend with Indigenous businesses, surpassing CAD 1 billion, representing around one-third of our total contract expenditures. This accomplishment reflects Imperial's four pillars for Indigenous engagement: consultation, career readiness and workforce development, economic development, and engagement. By engaging early and often, supporting Indigenous employment and business capacity, and building strong long-term relationships with communities, we are delivering meaningful economic outcomes through our supply chain. Operationally, 2025 was very strong across our portfolio. In the upstream, we achieved record annual crude volumes and our highest total production in more than 30 years, averaging 438,000 gross oil equivalent barrels per day.

At Kearl, we delivered full-year production of 280,000 gross oil equivalent barrels per day, while advancing plans to extend turnaround intervals to an industry-leading four years, reducing downtime and lowering costs. Turnaround performance along with reliability improvements and projects to increase bitumen recovery are all part of our plans to grow volumes at Kearl to 300,000 barrels per day. At Cold Lake, production increased to 151,000 barrels per day, supported by the first full year of production from our Grand Rapids solvent-assisted SAGD project and first oil from our Leming SAGD project. At Syncrude, our share of production averaged 79,000 barrels per day. In the downstream, we achieved refinery throughput of approximately 402,000 barrels per day with a utilization of 93% and successfully completed all planned turnarounds ahead of schedule and below budget.

Our chemicals business continued to benefit from its integration with the Sarnia Refinery, providing resilience and value through varying market conditions. These strong results reflect execution excellence, our long-standing commitment to innovation and technology, and leveraging ExxonMobil's global experience to continue lowering unit costs and emissions intensity while delivering industry-leading returns. Imperial continues to play a critical role in supplying the energy Canadians rely on every day. We achieved record jet fuel sales at equity-supplied airports, record annual retail volumes since the pandemic, and expanded our branded network to approximately 2,600 Esso and Mobil sites, the largest in our history. We remain Canada's number one retail fuels marketer, supported by strong brands, integrated logistics, and close partnership with our retail customers. Technology and innovation remain central to Imperial's strategy and long-term competitiveness.

During the year, we successfully started up Canada's largest renewable diesel facility at our Strathcona refinery. This project strengthens domestic supply, reduces reliance on high-cost imports, and enables the delivery of low-carbon fuels to our customers while meeting our standards for capital discipline and returns. In the upstream, we advanced construction of our Enhanced Bitumen Recovery Technology pilot. This technology is designed to improve recovery and lower emissions intensity for future in-situ developments, reinforcing our focus on applying innovation to improve both financial and operating performance as well as environmental outcomes. We expect our pilot at the Aspen lease to start up by 2027. We also established the Imperial Energy Innovation Centre to support the future of our oil sands innovation and research programs.

Enabled by the largest gift ever made to a post-secondary institution in Alberta, the center is now operated by the Southern Alberta Institute of Technology and will be home to research that will drive our next technology breakthroughs. Together, these initiatives reflect our long-standing commitment to research and technology to enable our industry-leading performance. During the year, we announced restructuring plans to advance our well-established strategy of increasing cash flow and delivering unmatched industry-leading shareholder returns and further improve our performance. By leveraging the rapidly advancing technology environment and the growth of global capability centers, this restructuring advances our long-standing strategy of maximizing the value of our existing assets, realizing substantial efficiency and effectiveness benefits from scale, integration, and technology. At the same time, these actions enhance our foundation for future growth and position the company to continue delivering industry-leading returns and long-term value for our shareholders.

Throughout this transition, the company's focus on safety and operational excellence will not change. Imperial remains committed to responsibly producing the energy and products Canadians rely on, supporting the communities where we operate, and supporting our employees throughout this process. Over our long history, Imperial has continued to evolve and respond to opportunities to maintain and strengthen our position as a technology-focused energy leader. Before closing, I want to recognize that our industry-leading performance is made possible by the dedication, expertise, and commitment of our people. Their discipline, innovation, and pride in their work are evident across every part of the organization, and I want to thank them for another outstanding year. On behalf of the board of directors and the management team, I would like to thank our shareholders for your continued support.

We remain confident in Imperial's strategy, and we are well-positioned to deliver industry-leading performance in 2026 and beyond. Let's now move to the question period. Peter Shaw will moderate.

Peter Shaw
VP of Investor Relations, Imperial Oil

If you have not done so yet, please submit your questions using the Ask a Question section on the meeting webpage. Since there are no questions, I will ask Ian to present the scrutineers' report on the number of shares and shareholders represented at the meeting and the preliminary results of the balloting.

Ian Laing
VP, General Counsel, and Corporate Secretary, Imperial Oil

Scrutineers have preliminarily reported proxies counted total 92.65% of the shares, representing 5.29% of the registered shareholders of the company. Also, 75.81% of the minority shares are represented by proxy. Scrutineers have also reported on the balloting, and they have informed us that the director nominees named in the company's management proxy circular have been elected as the directors, and PricewaterhouseCoopers have been reappointed as the auditors. Final voting results will be made available on the Imperial website and will appear in our SEDAR+ filing later today. Now, I'll turn it back over to John.

John Whelan
Chairman, President, and CEO, Imperial Oil

Thank you, Ian. I'd like to begin my closing remarks by again thanking David Cornhill for his leadership and service to Imperial on our board of directors over the last nine years. Mr. Cornhill had a remarkable career in senior roles in the energy industry prior to joining Imperial's board of directors, and he brought deep expertise and passion to our organization. We thank him and wish him all the very best going forward. We also thank our board for their continued leadership, commitment, and guidance. Having officially assumed the role of Chairman, President, and CEO of Imperial after the annual general meeting in May of last year, today marks one full year of my tenure in this role. As such, it's a natural time for reflection. I'm extremely pleased with what we have accomplished as a team over the last year.

Beyond our financial and operating performance, which I covered in depth earlier, the last year was defined by significant achievements that established the foundation for the future of our company. Imperial's strength lies in our ability to consistently execute with excellence while adapting to change. The past year demonstrated the strength of our integrated business, the discipline of our teams, and our commitment to taking a long-term view. We remain focused on safe, reliable operations, long-term value creation, and responsible growth. With a strong foundation and a clear direction, we are well-positioned to deliver sustainable value over time. I look forward to continuing to lead this world-class business and world-class team to deliver industry-leading results for shareholders well into the future. Thank you again for your continued support. With that, the meeting is now concluded.

Ian Laing
VP, General Counsel, and Corporate Secretary, Imperial Oil

This now concludes the meeting. Thank you for joining, and have a pleasant day.

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