IMO.US Tender Offer

IMPERIAL OIL LIMITED (IMO.US), is offering to purchase for cash up to C$1,500,000,000 in value of shares of the Company’s common stock, without par value, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated 03/11/2023, Issuer Bid Circular and the related Letter of Transmittal. Participants should obtain the Imperial Oil Limited Issuer Bid Circular dated 03/11/2023 for complete details of the offer. Participants should consult their tax advisor for complete details in reference to withholding taxes.

Participants are advised that this offer has the following feature:
- ODD LOT PREFERENCE: a holder´s entire position must be tendered
- USD OPTIONS: Participants tendering on behalf of holders who wish to tender specifying a price not less than C$78.50 and not more than C$94.00 (In increments of C$0.25) and be paid in USD should utilize contra CUSIP 453SPC057.
- DEEMED DIVIDEND: A Resident Shareholder of Canada who disposes of Shares pursuant to the Offer will be deemed to receive a taxable dividend on a separate class of shares comprising the Shares so sold equal to the excess of the amount paid by Imperial for the Shares, being the Purchase Price, over their paid-up capital for purposes of the Tax Act. Imperial estimates that on the Expiration Date the paid-up capital per Share should not exceed $1.75 for purposes of the Tax Act. As a result, Imperial expects that a Resident Shareholder who disposes of Shares under the Offer will be deemed to receive a taxable dividend. The exact quantum of the deemed dividend cannot be guaranteed.
- DEEMED DIVIDEND (CONT.): A Non-Resident Shareholder of Canada who disposes of Shares pursuant to the Offer will be deemed to receive a dividend equal to the excess of the amount paid by Imperial for the Shares, being the Purchase Price, over their paid-up capital for Canadian income tax purposes. As a result, Imperial expects that Non-Resident Shareholders who disposes of Shares under the Offer will be deemed to receive a dividend. Imperial estimates that on the Expiration Date the paid-up capital per Share should not exceed $1.75 for purposes of the Tax Act. The exact quantum of the deemed dividend cannot be guaranteed. Any such dividend will be subject to Canadian withholding tax at a rate of 25% or such lower rate as may be provided under the terms of an applicable Canadian tax treaty.

The terms of the offer are as follows (subject to proration):

Minimum bid: 78.50 CAD
Maximum bid: 94.00 CAD
Accepted bid increment: 0.25 CAD

The terms of the offer are as follows:

Option (1) - Take no action [Default Option]

Option (2) - Tender shares - SPECIFY PRICE (price not less than 78.50 CAD and not more than 94.00 CAD per share)-Include price with election instruction, in increments of 0.25 CAD (e.g., 78.75, 79.00, 79.25......)

Option (3) - Tender shares - No Specified Price (a Purchase Price Tender) and be paid in USD

***No response is required for holders electing Option (1)***

Guaranteed Delivery: No

The deadline to tender shares to the offer will be 01/12/2023@ 16:00 (HONG KONG TIME GMT+8).

In the absence of an election, no action will be taken.

Please fill in the following information and use the registered email address of Futu to send an email to cs@futuhk.com.
1. Account Number:
2. Name: (In Chinese or English)
3. Stock code: IMO.US
4. Options: (1) or (2) or (3)
5. Number of shares participating in corporate actions:

Note to applicants:
1. If shareholders holding 1 share or less of IMO.US, they cannot participate in related corporate actions.
2. Option (1) is the default option. We will help clients to choose option 1 if have not received clients’ emails.
3. Once the relevant application is submitted, the stocks participating in the company's actions cannot be traded and the application cannot be withdrawn.
4. This corporate action does not accept additional applications, the maximum number of applications that a client can apply for does not exceed the number of eligible shares it holds.
5. The pending orders and unsettled shares will not be accepted for the time being.
6. Please confirm that the account funds are sufficient to pay the relevant fees of this corporate action. Otherwise, we will not bear any responsibility for the failure of your application.
7. If there is any update, all the information released by the listed company shall prevail.

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