Remarks by Jim Shepard, Audit Committee Chair to the 2008 Annual Meeting of Shareholders

Remarks by Jim Shepard, Audit Committee Chair to the Annual Meeting of Shareholders Calgary, Alberta May 1, 2008 Thank you Mr. Chairman and, good morning, ladies and gentlemen. It’s my pleasure to present to you the report of the audit committee of Imperial’s board of directors. In my remarks this morning, I will cover the key responsibilities of the audit committee, our assessment of management's financial reporting and business controls, and the company's adherence to its standards of business conduct. Finally, I will recommend that you vote for the reappointment of PricewaterhouseCoopers as the company's auditor. Remarks by Jim Shepard, Audit Committee Chair Imperial Oil Limited 2008 Annual Meeting of Shareholders First, I'll begin by telling you about the composition of the audit committee, of which I have been a member for the last 10 years. Collectively, we have more than 30 years of experience serving Imperial's shareholders. We are five independent directors. Our independence – that is, our ability to perform our work impartially – is critical to sound corporate governance as well as shareholder, investor and public confidence. Page 2 of 7 Remarks by Jim Shepard, Audit Committee Chair Imperial Oil Limited 2008 Annual Meeting of Shareholders Of course, it is just as important that we have appropriate financial expertise. The role and purpose of the audit committee is to review Imperial’s annual and ...