Page 15 - MIC 2014 - English

Michael M. Wilson
Suncor Board and Board Committees
Meeting Attendance
62
Board of Directors
N/A N/A

Annual General Meeting Voting Results
Other Public Company Boards
Agrium Inc.(14)
Year Votes in Favour
Votes Withheld
.........................................................................................................................................................
2013 N/A N/A Celestica Inc.
.........................................................................................................................................................
2012 N/A
N/A
Finning International Inc.

28FEB201402142946
Securities Held as at December 31
Bragg Creek, Alberta, Canada
Total Common Share Ownership Target(5)
........................................................................................
Total Value of Common
Shares and Shares and Director from February 3, 2014 to present(10)
Common Meets Current
DSUs(3)
DSUs ($)(4)
Shares(1)
DSUs(2)
Target
Status
........................................................................................
Fiscal Year
Independent
10 000
372 400
10 000
N/A
N/A
N/A
2013

Michael Wilson is former president and chief executive Total Value of Equity ($)(6)(7)
officer of Agrium Inc., a retail supplier of agricultural 2013
products and services and a wholesale producer and ................................................................
marketer of agricultural nutrients, which is 372 400
headquartered in Calgary, a position he held from 2003
until his retirement in 2013. He previously served as
executive vice president and chief operating officer.

Mr. Wilson has significant experience in the
petrochemical industry, serving as president of
Methanex Corporation, and holding various positions
with increasing responsibility in North America and Asia
with Dow Chemical Company. Mr. Wilson has a
bachelor’s degree in chemical engineering from the
University of Waterloo and currently serves on the
(14)
boards of Agrium Inc. (‘‘Agrium’’), Celestica Inc. and
Finning International Inc. He is also the chair of the
Calgary Prostate Cancer Foundation.

(1) Reflects the number of Suncor common shares, excluding fractional amounts, beneficially owned, or controlled or directed, directly or indirectly, by the
director as at December 31 of the year reported. Subsequent to December 31, 2013, Mr. Gass acquired an additional 45 Suncor common shares,
Mr. Haseldonckx acquired an additional 16 Suncor common shares, excluding fractional amounts, and Ms. McCaw acquired an additional 25 Suncor

common shares, excluding fractional amounts. As at February 24, 2014, there had been no other changes to the share ownership of the directors
from December 31, 2013.
(2) Reflects deferred share units (‘‘DSUs’’) granted to the directors and, in the case of Mr. Haseldonckx, also restricted share units (‘‘RSUs’’) held by
Mr. Haseldonckx, being 4,203 RSUs in 2013, 4,114 RSUs in 2012 and 4,050 RSUs in 2011. DSUs and RSUs are not voting securities and exclude
fractional amounts. DSUs were granted pursuant to the Suncor Deferred Share Unit Plan (the ‘‘DSU Plan’’) and the closed Petro-Canada Deferred Share
Unit Plan (Non-Employee Directors of Petro-Canada) (the ‘‘PCCDSU Plan’’). RSUs were granted pursuant to the closed Petro-Canada Restricted Share

Unit Plan (Non-Employee Directors of Petro-Canada) (the ‘‘PCRSU Plan’’). See ‘‘Board of Directors Compensation – Equity Based Compensation’’ on
page 19 and ‘‘Summary of Incentive Plans – Closed Plans’’ on page 71 of this management proxy circular. Subsequent to December 31, 2013, each of
Messrs. Gass and Wilson were each granted an award of 5,960 DSUs upon their appointment to the Board effective February 3, 2014.
(3) In the case of Mr. Haseldonckx, includes RSUs, excluding fractional amounts.
(4) Reflects the number of Suncor common shares and DSUs, and in the case of Mr. Haseldonckx, RSUs, held by the director multiplied by the closing

price on the Toronto Stock Exchange (the ‘‘TSX’’) of a Suncor common share on December 31 of the year reported (December 31, 2013 ($37.24),
December 31, 2012 ($32.71) and December 31, 2011 ($29.38)).
(5) Current status reflects the multiple of the share ownership target met by the director as at December 31, 2013. See ‘‘Board of Directors
Compensation – Share Ownership Guidelines’’ on page 17 of this management proxy circular for non-employee directors and ‘‘Compensation
Discussion and Analysis – Our Approach to Executive Compensation – Executive Share Ownership Guidelines’’ on page 36 of this management proxy
circular for Mr. Williams. Messrs. Gass and Wilson have five years to attain the $540,000 share ownership target.

(6) Reflects the value of all Suncor common shares, DSUs and RSUs held calculated in accordance with footnote (4) and options held calculated in
accordance with footnote (7).
(7) Directors’ options for non-employee directors include only options granted on or prior to December 31, 2008, as Suncor discontinued grants effective
January 1, 2009 for non-employee directors. The value of options held by each non-employee director reflects the ‘in-the-money’ amount of the
options – the difference between the closing price on the TSX of a Suncor common share on December 31 for the year reported (December 31, 2013

($37.24), December 31, 2012 ($32.71) and December 31, 2011 ($29.38)) and the exercise price of each applicable option – as reported in Schedule A
of this management proxy circular. Options granted to Mr. Williams were granted to him in his capacity as an executive officer of Suncor.
(8) Mr. D’Alessandro has indicated that he will not stand for re-election as a director of CIBC at CIBC’s next annual meeting.
(9) Mr. Ford has indicated that he will not stand for re-election as a director of USG at USG’s next annual meeting.

(10) Messrs. Gass and Wilson were appointed to the Board effective February 3, 2014. Accordingly, information as to meeting attendance for 2013, annual
general meeting voting results for 2013 and 2012, DSU and RSU holdings as at December 31, 2013 and share ownership target as at December 31,
2013 is not applicable to them.

(11) Mr. Haseldonckx, Ms. McCaw and Mr. Simpson served on the Petro-Canada Board of Directors as follows: Mr. Haseldonckx, July 24, 2002 to July 31,
2009; Ms. McCaw, April 27, 2004 to July 31, 2009; and Mr. Simpson, July 28, 2004 to July 31, 2009.
(12) Ms. McCaw’s Suncor common shares and values based on this number have been restated for 2012 and 2011.

(13) Ms. Thomas has indicated that she will not stand for re-election as a director of Dundee at Dundee’s next annual meeting scheduled for May 7, 2014.
(14) Mr. Wilson has indicated that he will not stand for re-election as a director of Agrium at Agrium’s next annual meeting.

SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014 13