Imperial Oil : 2021 annual meeting of shareholders transcript

IMPERIAL OIL LIMITED

ANNUAL GENERAL MEETING

TRANSCRIPT

MAY 4, 2021

11:00 a.m. (Mountain Time)

Brad Corson: Good morning, ladies and gentlemen. My name is Brad Corson. I am Imperial's president, chairman and chief executive officer and it is my pleasure to welcome you virtually to Imperial's annual meeting of shareholders. While I regret that I will not have the opportunity to personally meet and interact directly with shareholders this year, by meeting virtually, it does allow us to improve participation and reach a greater number of our shareholders. I do look forward to meaningful engagement through this virtual meeting. We are now at our appointed start time of 11:00 and I will call this meeting to order.

As we begin, I would like to acknowledge that I am speaking to you from the City of Calgary which lies in the traditional territories of the Treaty 7 region in southern Alberta. The City of Calgary is also home to Métis Nation of Alberta, Region III.

I would like to draw your 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.

It is nothing new, a long way of saying that at this meeting, we may make forward looking statements which involve certain assumptions and have inherent risks and uncertainties. Actual results could differ from these statements.

Before we continue with the official agenda, I would like to take a moment to acknowledge essential workers across Canada for their dedication to our health and safety throughout this pandemic. I said the same thing last year, and now, 12 months later, these essential workers continue to exemplify dedication, compassion and perseverance.

1

On behalf of everyone at Imperial, I would like to sincerely thank health care workers, first responders, delivery and truck drivers, grocery store workers, cleaning staff - along with our own workforce who maintain our operations so we can continue to supply the fuel products that all Canadians need. Your dedication to keeping us all safe is an inspiration.

I can also tell you that I continue to be inspired by all employees and contractors who find ways to not only perform their jobs and drive value throughout our organization, but to go above and beyond by supporting each other, and the communities where they live and work. That is what makes me most proud to be a part of the Imperial team.

During my remarks later in the meeting, I will highlight some of the community support initiatives that we have undertaken. I will be the first to admit that I didn't think we'd be hosting a second virtual annual meeting, but the last year has reminded us that we continue to be resilient, adapt and face any new challenges.

Although we are unable to meet in person, our goal is to ensure that you are able to participate fully. I invite you, our shareholders, to ask questions and vote on each of the matters of business as if you were attending this annual meeting in person. Thank you for joining us.

Ian Laing, vice-president, general counsel and corporate secretary, will serve as secretary for the meeting today. I'll also be calling on Dave Hughes, vice president investor relations, to facilitate questions from the shareholders during the meeting.

Rita Gutierrez-Fernandes and Leanne Branston of Broadridge Investor Communications Corporation will act as scrutineers.

All of the nominees for election as director, are joining us remotely, as are members of Imperial's senior management team.

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.

So now let's get started. Ian, would you please review the voting and question procedures for this virtual meeting?

Ian Laing: Today, registered shareholders and duly appointed proxyholders who are attending the meeting have the ability to vote online. For 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.

2

For those of you that choose to vote at today's meeting, or to 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, tap on the voting options available. Your vote will be automatically submitted to Broadridge, our scrutineers, after you click on your choice. 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 results will be announced before the conclusion of the meeting and final results will be posted on our website and will appear in our public filings later today.

For 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 question and press submit. As with our in-person meetings, please keep your comments brief and ask one question 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.

Please refer to the Rules of Conduct and Agenda document for the meeting for more details on the question period.

Brad Corson: Thank you Ian. Now, what is our first item of business?

Ian Laing: The first item of business deals with the constitution of 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 auditors' 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.

Brad Corson: Thank you Ian.

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.

3

To facilitate proceedings since the meeting is conducted in a virtual only format this year, I have asked Ian Laing, who is also a shareholder, to move all motions. I will call on him at the appropriate time.

The first item of business at today's meeting is the election of directors.

Before I call for nominations for directors, I would like to make a few comments on corporate governance. Good governance is critical to our competitiveness and stewards our accountability to you, our shareholders.

We continually review our processes, practices and structures; monitoring for changes to maintain compliance, but more importantly, ensuring that we are applying the right overarching framework for our company.

The board of directors is responsible for setting organizational direction and developing strong governance policies. Directors are nominated based on individual qualifications and overall makeup of the board. Imperial's directors offer a wide range of skills, diversity and experience, with five out of the seven nominees today independent from the company.

Coupled with non-independent representation from ExxonMobil, Imperial's major shareholder, the depth and breadth of the board offers a balanced approach to effective oversight.

Further to composition, the board has five committees, each chaired by a different independent director, to help carry out its duties.

This allows our directors to work on key issues in greater detail and better execute the board's responsibility with respect to specific areas.

To facilitate strategic leadership, Imperial provides the board comprehensive and frequent information regarding relevant and emerging issues, as well as company operations.

In the context of the COVID-19 pandemic specifically, the Board stays in regular contact with management, monitoring the company's operations and response to the pandemic, and providing strategic advice and direction.

Finally, compensation for independent directors is competitive and aligns the long-term financial interests of the board with those of our shareholders.

4

To say the least, Imperial is committed to high corporate governance standards and best practices. This is reflected in our board of directors.

With that, let's move to the first item of business, the nomination and election of directors. All of the seven nominees are with us at this virtual meeting today. Six of the nominees are standing for re-election as directors and we also have a new director nominee, Matt Crocker. Mr. Crocker is senior vice-president, fuels at ExxonMobil Fuels & Lubricants Company.

I would like to take this opportunity to thank our outgoing board member, Dave Brownell, for his contribution, especially as we were working through the challenges of this last year. Dave, thank you for your involvement and service on Imperial's board and we wish you continued success with your new assignment with ExxonMobil.

Ian, may I please have the nominations for directors for the ensuing year?

Ian Laing: The nominees for directors are:

David Cornhill. Mr. Cornhill is a corporate director.

Bradley Corson. Mr. Corson is the company's chairman, president and chief executive officer.

Matthew Crocker. Mr. Crocker is senior vice president, fuels at ExxonMobil Fuels & Lubricants Company, a division of Exxon Mobil Corporation.

Krystyna Hoeg. Ms. Hoeg is a corporate director.

Miranda Hubbs. Ms. Hubbs is a corporate director.

Jack Mintz. Dr. Mintz is the President's Fellow at the University of Calgary's School of Public Policy, and a corporate director.

And David Sutherland. Mr. Sutherland is a corporate director.

Brad Corson: Thank you Ian. Are there any questions from participants on the nominations?

Ian Laing: No, there are no questions from participants.

5