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Notice of 2021 Annual Meeting of Shareholders and Management Proxy Circular

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Notice of 2021 Annual Meeting of Shareholders and Management Proxy Circular Notice of 2021 annual meeting of shareholders and management proxy circular Annual meeting of shareholders May 4, 2021 Imperial Oil Limited Cover photo: Strathcona refinery’s cogeneration unit, completed in 2020. Producing 41 megawatts of power, about 80% of the refinery’s electricity. Reducing greenhouse gas emissions by approximately 112,000 tonnes per year, equivalent to taking nearly 24,000 vehicles off the road annually. Highlighting Imperial’s commitment to investing in sustainability and reducing emissions. Notice of 2021 Annual Meeting of Shareholders Dear Shareholder, On behalf of the board and management, we are pleased to invite you to attend the annual meeting of shareholders of Imperial Oil Limited. When: May 4, 2021 at 11:00 a.m. mountain standard time Where: Virtual only, available online at www.virtualshareholdermeeting.com/IMO2021 The meeting will be called for the following purpose: 1. to consider the consolidated financial statements for the year ended December 31, 2020, and the auditor’s report, 2. to reappoint the auditor for the ensuing year, 3. to elect directors for the ensuing year, 4. to vote on the shareholder proposal contained in this management proxy circular, and 5. to consider other business that may properly be brought before the meeting or any adjournment of the meeting. Due to the continued health risks associated with the COVID-19 pandemic and to ensure the health and safety of our shareholders, directors, employees and other stakeholders, the 2021 annual meeting of shareholders will be held in a virtual only format. Shareholders may attend and participate in the meeting online via live audio webcast, but will not be able to attend the meeting in person. Details on attending the virtual meeting can be found at page 6 of the management proxy circular and will be posted to the company’s website at https://www.imperialoil.ca/en-ca/. The Canadian securities regulators allow for the use of Notice and Access for delivery of the management proxy circular, annual financial statements and related management discussion and analysis to both the registered and non-registered shareholders of Imperial Oil Limited. The meeting material is not being mailed, but rather shareholders are provided with notice for where to find the meeting material online or how to request paper copies. The circular will provide you with additional details surrounding Notice and Access as well as provide information about the company and the business to be conducted at the meeting. Please review the circular before you cast your vote. Holders of Imperial Oil Limited common shares of record at the close of business on March 5, 2021, are entitled to vote at the meeting and any adjournment of the meeting. It is important that your shares be represented at the meeting and that your wishes on matters for decision at the meeting are made known to the directors and management of the company. This will be assured, whether or not you attend the meeting, if you complete and submit the enclosed proxy as soon as possible. You may do so by mail, telephone, online or using your mobile device as described on the proxy form or voting instruction form. Your proxy must be received prior to 5:00 p.m. (EDT) on Friday, April 30, 2021, or two days (excluding Saturdays, Sundays or statutory holidays) prior to any adjournment of the meeting. The effective date of the circular is February 16, 2021, on which date there were 734,076,755 common shares outstanding. A webcast of the meeting will be available on our company website for viewing after the meeting. I.R. (Ian) Laing Vice-president, general counsel and corporate secretary March 17, 2021 Management Proxy Circular Table of contents Message from the chairman, president and chief executive officer .......................................... 2 Proxy statement summary ............................................................................................................ 4 Proxy information and voting instructions .................................................................................. 6 Business of the meeting ............................................................................................................. 11 (i) Consolidated financial statements and auditor’s report.......................................................................... 11 (ii) Reappointment of the auditor ................................................................................................................ 11 (iii) Election of directors .............................................................................................................................. 12 (iv) Shareholder proposal ........................................................................................................................... 12 (v) Other business ...................................................................................................................................... 12 Nominees for director .................................................................................................................. 13 Director nominee tables .............................................................................................................................. 13 Majority voting policy .................................................................................................................................. 17 Corporate governance disclosure .............................................................................................. 18 Corporate governance at a glance ............................................................................................................. 18 Statement of corporate governance practice .............................................................................................. 19 Company executives and executive compensation .................................................................. 49 Named executive officers of the company .................................................................................................. 49 Other executive officers of the company .................................................................................................... 50 Letter to shareholders from the executive resources committee on executive compensation ................... 52 Compensation discussion and analysis ...................................................................................................... 55 Other important information ....................................................................................................... 78 Effective date .............................................................................................................................................. 78 If you have a shareholder proposal for the 2022 annual meeting .............................................................. 78 Financial statements ................................................................................................................................... 78 Electronic delivery ....................................................................................................................................... 78 Additional information ................................................................................................................................. 78 Directors' approval ...................................................................................................................................... 78 Forward looking information ....................................................................................................................... 79 Appendix ...................................................................................................................................... 80 Appendix A – Board of director and committee charters ............................................................................ 80 Appendix B – Shareholder proposal ........................................................................................................... 99 1 Message from the chairman, president and chief executive officer 2021 Letter to shareholders Imperial responded to a challenging business environment to continue to deliver long-term shareholder value 2020 was a challenging year for the industry, and Imperial was not immune. The combination of rising supply and falling oil demand due to the economic impacts of COVID-19 dramatically reduced demand for the company’s products. However, the company’s integrated business model, high-quality asset portfolio and strong balance sheet continued to offer valuable stability during this period. Throughout the past year, the company responded aggressively to the challenging business environment by reducing capital and operating expenditures, modifying planned maintenance activities and adjusting the pace of key project activities. Expense and capital reductions across virtually all aspects of Imperial’s operations totalled nearly $2 billion, demonstrating our ability to rapidly respond to market conditions and capture structural cost improvements without compromising long-term value and production targets. In this environment, the company recorded an annual net loss of $1.9 billion, which included a non-cash impairment charge of $1.2 billion related to the company’s decision to not develop a significant portion of its unconventional portfolio. These non-core assets are non-producing, undeveloped assets and the decision is consistent with Imperial’s
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