Page 125 - Suncor AR English

25. SHARE CAPITAL

Authorized

Common Shares
The company is authorized to issue an unlimited number of common shares without nominal or par value.

Preferred Shares

The company is authorized to issue an unlimited number of preferred shares in series, without nominal or par value.

Normal Course Issuer Bid
Pursuant to the company’s normal course issuer bid (the 2012 NCIB) that commenced in the third quarter of 2012, the

company repurchased a total of 38.9 million common shares for a total consideration of $1.2 billion. Under the 2012
NCIB, the company repurchased 25.1 million common shares during 2013 for total consideration of $781 million.

On August 5, 2013, the company commenced a new normal course issuer bid (the 2013 NCIB) through the facilities of

the Toronto Stock Exchange, New York Stock Exchange and/or alternative trading platforms. The 2013 NCIB was
amended on February 3, 2014 to permit the company to purchase for cancellation additional shares. Pursuant to the

2013 NCIB, the company is permitted to purchase for cancellation up to approximately $2.8 billion worth of its common
shares between August 5, 2013 and August 4, 2014, of which the company had repurchased a total of 24.4 million

common shares for a total consideration of $894 million as at December 31, 2013.

During the year ended December 31, 2013, the company purchased 49.5 million (2012 – 46.9 million) common shares for
total consideration of $1,675 million (2012 – $1,451 million). Of the amount recognized, $648 million (2012 –

$609 million, net of $1.3 million options premiums) was charged to share capital and $1,027 million (2012 –
$842 million) to retained earnings.

The company had also recorded a liability of $306 million at December 31, 2013 for share purchases that may take place

during its internal blackout period under an automatic repurchase plan agreement with an independent broker. Of the
liability recognized, $108 million was charged to share capital and $198 million to retained earnings.

26. SHARE-BASED COMPENSATION

Equity-Settled Plans
Stock options that give the holder the right to purchase common shares at the grant date market price, subject to

fulfilling vesting terms, are accounted for as equity-settled plans.

(i) Suncor Energy Inc. Stock Options
This plan replaced the pre-merger stock option plans of legacy Suncor and legacy Petro-Canada. Outstanding options that

are cancelled, expire or otherwise result in no underlying common share being issued will be available for issuance as
options under this plan. Options granted have a seven-year life and vest annually over a three-year period.

The weighted average fair values of the options granted during the period and the weighted average assumptions used in

their determination are as noted below:

2013 2012
Annual dividend per share $0.73 $0.50
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Risk-free interest rate 1.40% 1.26%
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Expected life 5 years 5 years
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Expected volatility 48% 50%
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Weighted average fair value per option $11.72 $13.30

The expected life is based on historical experience and current expectations. The expected volatility reflects the assumption
that the historical volatility over a period similar to the life of the options is indicative of future trends.

SUNCOR ENERGY INC. ANNUAL REPORT 2013 121