Page 2 - MIC 2014 - English

NOTICE OF ANNUAL GENERAL MEETING OF

CONTENTS
SHAREHOLDERS OF SUNCOR ENERGY INC.

The annual general meeting of shareholders of Suncor
Energy Inc. (the ‘‘Corporation’’) will be held on April 29, 2014,

in the Empire Ballroom at the Fairmont Hotel Macdonald,
10065 – 100th Street N.W., Edmonton, Alberta, at 10:30 a.m.

Mountain Daylight Time (‘‘MDT’’).

The meeting will have the following purposes:

• to receive the consolidated financial statements of the

Corporation for the year ended December 31, 2013 together
with the auditors’ report thereon;

• to elect directors of the Corporation to hold office until the
close of the next annual meeting;

• to appoint auditors of the Corporation to hold office until 1 Invitation to Shareholders
2 About this Management Proxy
the close of the next annual meeting;
Circular
• to consider and, if deemed fit, approve an advisory 3 Voting and Proxies: Questions and

resolution on the Corporation’s approach to executive Answers
compensation; and
6 Business of the Meeting

• to transact such other business as may properly be brought 6 Financial Statements
6 Election of Directors
before the meeting or any continuation of the meeting after
an adjournment or postponement.
14 Appointment of Auditors
15 Advisory Vote on Approach to

The accompanying management proxy circular provides detailed Executive Compensation
information relating to the matters to be dealt with at the 16 Board of Directors Compensation

meeting and forms part of this notice.
23 Executive Compensation

Shareholders are encouraged to express their vote in advance by 23 Letter to Shareholders
completing the enclosed form of proxy. Detailed instructions on 26 Compensation Discussion and
Analysis
how to complete and return proxies are provided on pages 3 to
5 of the accompanying management proxy circular. To be 57 Compensation Disclosure of Named
Executive Officers
effective, the completed form of proxy must be received by our
transfer agent and registrar, Computershare Trust Company of 64 Termination Agreements and Change
of Control Arrangements
Canada, Proxy Department, 135 West Beaver Creek,
P.O. Box 300, Richmond Hill, Ontario, L4B 4R5, at any time prior 67 Indebtedness of Directors, Executive
Officers and Senior Officers
to 10:30 a.m. MDT on April 25, 2014.
67 Summary of Incentive Plans
Shareholders may also vote their shares by telephone or through
the internet using the procedures described in the enclosed form 73 Directors’ and Officers’ Insurance
73 Corporate Governance
of proxy.
74 Additional Information
Shareholders registered at the close of business on March 3,
74 Advisories
2014 will be entitled to receive notice of and vote at
A-1 Schedule A: Directors’ Outstanding
the meeting.
Option-Based Awards
By order of the Board of Directors of Suncor Energy Inc.
B-1 Schedule B: Named Executive Officers’

Outstanding Option-Based Awards
C-1 Schedule C: Corporate Governance

Summary
D-1 Schedule D: Position Description for
24JAN201412363989
Janice B. Odegaard
Independent Board Chair
E-1 Schedule E: Director Independence
Senior Vice President, General Counsel and Corporate Secretary
February 28, 2014
Policy and Criteria
F-1 Schedule F: Board Terms of Reference
Calgary, Alberta