Page 79 - AIF - English

DESCRIPTION OF CAPITAL STRUCTURE

The company’s authorized share capital is comprised of an contravention of the individual ownership restrictions
unlimited number of common shares, an unlimited number results.

of preferred shares issuable in series designated as senior Suncor’s Articles, as required by the Petro-Canada Public
preferred shares, and an unlimited number of preferred
Participation Act, also include provisions requiring Suncor
shares issuable in series designated as junior preferred to maintain its head office in Calgary, Alberta; prohibiting
shares.
Suncor from selling, transferring or otherwise disposing of
As at December 31, 2013, there were
all or substantially all of its assets in one transaction, or

1,478,315,069 common shares issued and outstanding. To several related transactions, to any one person or group of
the knowledge of the Board of Directors and executive associated persons, or to non-residents, other than by way

officers of Suncor, no person beneficially owns, or exercises of security only in connection with the financing of Suncor;
control or direction over, securities carrying 10% or more and requiring Suncor to ensure (and to adopt, from

of the voting rights attached to any class of voting time-to-time, policies describing the manner in which
securities of the company. The holders of common shares Suncor will fulfil the requirement to ensure) that any

are entitled to attend all meetings of shareholders and vote member of the public can, in either official language of
at any such meeting on the basis of one vote for each Canada (English or French), communicate with and obtain

common share held. As no senior preferred shares or junior available services from Suncor’s head office and any other
preferred shares are issued and outstanding, common facilities where Suncor determines there is significant

shareholders are entitled to receive any dividend declared demand for communication with, and services from, that
by the Board on the common shares and to participate in a facility in that language.

distribution of the company’s assets among its shareholders
for the purpose of winding up its affairs. The holders of Credit Ratings

the common shares shall be entitled to share equally, share The following information regarding the company’s credit
for share, in all distributions of such assets.
ratings is provided as it relates to the company’s cost of

funds and liquidity. In particular, the company’s ability to
Petro-Canada Public Participation Act
access unsecured funding markets and to engage in certain

The Petro-Canada Public Participation Act requires that the collateralized business activities on a cost-effective basis is
Articles of Suncor include certain restrictions on the primarily dependent upon maintaining competitive credit

ownership and voting of voting shares of the company. The ratings. A lowering of the company’s credit rating may also
common shares of Suncor are voting shares. No person, have potentially adverse consequences for the company’s

together with associates of that person, may subscribe for, funding capacity for growth projects or access to the
have transferred to that person, hold, beneficially own or capital markets, may affect the company’s ability, and the

control otherwise than by way of security only, or vote in cost, to enter into normal course derivative or hedging
the aggregate, voting shares of Suncor to which are transactions and may require the company to post
attached more than 20% of the votes attached to all additional collateral under certain contracts.

outstanding voting shares of Suncor. Additional restrictions The following table shows the ratings issued by the rating
include provisions for suspension of voting rights, forfeiture
agencies noted therein as of December 31, 2013. The
of dividends, prohibitions against share transfer, compulsory credit ratings are not recommendations to purchase, hold
sale of shares, and redemption and suspension of other
or sell the debt securities inasmuch as such ratings do not
shareholder rights. The Board may at any time require comment as to the market price or suitability for a
holders of, or subscribers for, voting shares, and certain
particular investor. Any rating may not remain in effect for
other persons, to furnish statutory declarations as to any given period of time or may be revised or withdrawn
ownership of voting shares and certain other matters
entirely by a rating agency in the future if, in its judgment,
relevant to the enforcement of the restrictions. Suncor is circumstances so warrant.
prohibited from accepting any subscription for, and issuing

or registering a transfer of, any voting shares if a

Cdn US
Commercial Commercial

Senior Paper Paper
Unsecured
Outlook
Program
Program
BBB+
Stable
A-2
Standard & Poor’s (S&P)
A-1 (low)
.......................................................................................................................................................................................................................................................
Dominion Bond Rating Service (DBRS) A (low) Stable R-1 (low) R-1 (low)
.......................................................................................................................................................................................................................................................
Moody’s Investors Service (Moody’s) Baa1 Stable Not rated P-2

SUNCOR ENERGY INC. ANNUAL INFORMATION FORM 2014 77