FORM 10-K IMPERIAL OIL LIMITED

For selected executives, the executive resources committee allows cash bonus awards to be elected
to be received in the form of deferred share units and also awards earnings bonus units as a means of
providing additional incentive to promote the Company’s long term financial performance. Eligibility to
participate in the deferred share unit and earnings bonus plans is restricted to those executives whose
decisions are considered to have a direct effect on the long term financial performance of the Company.
In 2004, one executive elected to receive deferred share units and 77 executives were awarded earnings
bonus units.
For many years, the Company’s long term incentive compensation programs have been cash based
programs tied to earnings and share performance, and incentive awards have been reported as expenses
in the consolidated statement of earnings. In 2002, to meet competitive practices, the Company introduced
a stock option program. However, recognizing current concerns over stock option incentive programs and
their proper accounting treatment, the Company decided to return to straightforward, cash based incentive
compensation programs that will again be reported as expenses against earnings. There are no plans to
issue stock options in the future.
A total of 575 employees, including executives, were granted restricted stock units in 2004.
Submitted on behalf of the executive resources committee:
P. Des Marais II – Chair
R. Phillips – Vice-chair
J.F. Shepard
S.D. Whittaker
V.L. Young
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
To the knowledge of the management of the Company, the only shareholder who, as of February 18,
2005, owned beneficially, or exercised control or direction over, more than five percent of the outstanding
common shares of the Company is Exxon Mobil Corporation, 5959 Las Colinas Boulevard, Irving, Texas
75039-2298, which owns beneficially 242,453,672 common shares, representing 69.6 percent of the
outstanding voting shares of the Company.
Reference is made to the security ownership information under the preceding Items 10 and 11. As of
February 18, 2005, John F. Kyle was the owner of 3,774 common shares of the Company and held options to
acquire 29,000 common shares of the Company and restricted share units to acquire 12,300 common shares
of the Company.
The directors and the senior executives of the Company consist of 10 persons, who, as a group,
own beneficially 85,896 common shares of the Company, being approximately 0.02 percent of the total
number of outstanding shares of the Company, and 118,452 shares of Exxon Mobil Corporation. This
information not being within the knowledge of the Company has been provided by the directors and the
senior executives individually. As a group, the directors and senior executives of the Company held
options to acquire 163,000 common shares of the Company and held restricted stock units to acquire
127,950 common shares of the Company, as of February 18, 2005.
Equity Compensation Plan Information as of December 31, 2004
Plan category Number of securities to Weighted-average Number of securities
be issued upon exercise excercise price of remaining available for future
of outstanding options, outstanding options, issuance under equity
warrants and rights warrants and rights compensation plans (excluding
($) securities reflected in
column (a))
(a) (b) (c)
Equity compensation 2,854,500 46.50 0
plans approved by
security holders (1)
Equity compensation 927,908 _ 2,572,092
plans not approved
by security holders (2)
Total 3,782,408 46.50 2,572,092
(1) This is the stock option plan, which is described on page 38 of this report.
(2) This is the restricted stock unit plan, which is described on pages 38 and 39 of this report.
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