Page 90 - AIF - English

DISCLOSURE PURSUANT TO THE REQUIREMENTS OF THE NEW YORK

STOCK EXCHANGE

As a Canadian issuer listed on the NYSE, we are not required to comply with most of the NYSE’s rules and instead may

comply with Canadian requirements. As a foreign private issuer, we are only required to comply with four of the NYSE’s
rules. These rules provide that: (i) Suncor must have an audit committee that satisfies the requirements of Rule 10A-3

under the Exchange Act; (ii) the Chief Executive Officer of Suncor must promptly notify the NYSE in writing after an
executive officer becomes aware of any material non-compliance with the applicable NYSE rules; (iii) Suncor must provide

a brief description of any significant differences between our corporate governance practices and those followed by
U.S. companies listed under the NYSE; and (iv) Suncor must provide annual, and as required, written affirmations of
compliance with applicable NYSE Corporate Governance rules. The company has disclosed in its 2014 management proxy

circular, which is available on our website at www.suncor.com, that, in certain instances, it is not required to obtain
shareholder approval for material amendments to equity compensation plans and that Suncor, while in compliance with

the independence requirements of applicable securities laws in Canada (specifically National Instrument 52-110 Audit
Committees) and the U.S. (specifically Rule 10A-3 of the Exchange Act), it has not adopted, and is not required to adopt,

the director independence standards contained in Section 303A.02 of the NYSE’s Listed Company Manual, including with
respect to its audit committee and compensation committee. The Board has not adopted, nor is it required to adopt,

procedures to implement Section 303A.05(c)(iv) of the NYSE’s Listed Company Manual in respect of compensation
committee advisor independence. Except as described herein, the company is in compliance with the NYSE Corporate

Governance standards in all other significant respects.

ADDITIONAL INFORMATION

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of our

securities, and securities authorized for issuance under equity compensation plans, where applicable, is contained in our
most recent management proxy circular for our most recent annual meeting of our shareholders that involved the election

of directors. Additional financial information is provided in our 2013 audited Consolidated Financial Statements for our
most recently completed financial year and in the MD&A.

Further information about Suncor, filed with Canadian securities commissions and the SEC, including periodic quarterly

and annual reports and the 40-F is available online on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. In
addition, our Standards of Business Conduct Code is available online at www.suncor.com. Information contained in or

otherwise accessible through our website does not form part of this AIF, and is not incorporated into the AIF by reference.

88 SUNCOR ENERGY INC. ANNUAL INFORMATION FORM 2014