Page 89 - AIF - English

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

There are no legal proceedings in respect of which we are or were a party to, or in respect of which any of our property

is or was the subject during the year ended December 31, 2013, nor are there any such proceedings known by us to be
contemplated, that involve a claim for damages exceeding 10% of our current assets. In addition, there have not been

any (a) penalties or sanctions imposed against the company by a court relating to securities legislation or by a securities
regulatory authority during the year ended December 31, 2013, (b) any other penalties or sanctions imposed by a court

or regulatory body against the company that would likely be considered important to a reasonable investor in making an
investment decision, or (c) settlement agreements entered into by the company before a court relating to securities

legislation or with a securities regulatory authority during the year ended December 31, 2013.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

No director or executive officer, or any associate or affiliate of these persons has, or has had, any material interest, direct
or indirect, in any transaction or any proposed transaction that has materially affected or is reasonably expected to

materially affect us within the three most recently completed financial years or during the current financial year.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common shares is Computershare Trust Company of Canada at its principal

offices in Calgary, Alberta, Montreal, Quebec, Toronto, Ontario and Vancouver, British Columbia and Computershare Trust
Company Inc. in Denver, Colorado.

MATERIAL CONTRACTS

During the year ended December 31, 2013, we have not entered into any contracts, nor are there any contracts still in

effect, that are material to our business, other than contracts entered into in the ordinary course of business, which are
not required to be filed by Section 12.2 of National Instrument 51-102 Continuous Disclosure Obligations.

INTERESTS OF EXPERTS

Reserves and resources estimates contained in this AIF are based in part upon reports prepared by GLJ and Sproule,
Suncor’s independent qualified reserves evaluators. As at the date hereof, none of the partners, employees or consultants

of GLJ or Sproule, respectively, as a group, through registered or beneficial interests, direct or indirect, held or are entitled
to receive more than 1% of any class of our outstanding securities, including the securities of our associates and affiliates.

The company’s independent auditors are PricewaterhouseCoopers LLP, Chartered Accountants, who have issued an

independent auditor’s report dated February 24, 2014 in respect of the Corporation’s Consolidated Financial Statements,
which comprise the Consolidated Balance Sheets as at December 31, 2013 and December 31, 2012 and the Consolidated

Statements of Comprehensive Income, Changes in Shareholders’ Equity and Cash Flows for the years ended
December 31, 2013 and December 31, 2012, and the related notes, and the Corporation’s internal control over financial

reporting as at December 31, 2013. PricewaterhouseCoopers LLP has advised that they are independent with respect to
the company within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of

Alberta and the rules of the United States Securities and Exchange Commission.

SUNCOR ENERGY INC. ANNUAL INFORMATION FORM 2014 87