Page 4 - MIC 2014 - English

ABOUT THIS MANAGEMENT PROXY CIRCULAR

ABOUT THIS MANAGEMENT PROXY CIRCULAR

We are sending you this management proxy circular (the ‘‘Board’’ or ‘‘Board of Directors’’) and Suncor’s Named
because you are a shareholder of record of common shares Executive Officers (as defined on page 26) for the year

of Suncor Energy Inc. on March 3, 2014. You are invited to ended December 31, 2013.
attend the annual general meeting of shareholders of
This management proxy circular is dated February 28,
Suncor Energy Inc. to be held in the Empire Ballroom at 2014, and all information contained in this management
the Fairmont Hotel Macdonald, 10065 – 100th Street N.W.,
proxy circular is given as of such date, unless stated
Edmonton, Alberta, on April 29, 2014, at 10:30 a.m. otherwise.
Mountain Daylight Time (‘‘MDT’’) for the purposes
In this management proxy circular, references to ‘‘Suncor’’,
indicated in the Notice of Annual General Meeting.
the ‘‘Corporation’’, the ‘‘company’’, ‘‘our’’ or ‘‘we’’ mean
Suncor’s management proxy circular includes important Suncor Energy Inc., its subsidiaries, partnerships and joint
information regarding the matters to be acted upon at the
venture investments, unless the context otherwise requires.
annual general meeting, and our compensation practices
for and compensation of the board of directors of Suncor

Forward-Looking Information and Risks
companies. Therefore, these non-GAAP financial
measures should not be considered in isolation or as a
This management proxy circular contains forward-looking
information based on Suncor’s current expectations, substitute for measures of performance prepared in
accordance with GAAP.
estimates, projections and assumptions. This information
is subject to a number of risks and uncertainties,
Measurement Conversions
including those discussed in Suncor’s Management’s
Discussion and Analysis for the year ended December 31, Suncor converts certain natural gas volumes to thousands

2013 (the ‘‘MD&A’’), and Suncor’s other disclosure of barrels of oil equivalent per day (‘‘mboe/d’’) on the
documents, many of which are beyond the company’s basis of one barrel (‘‘bbl’’) for every six thousand

control. Users of this information are cautioned that cubic feet (‘‘mcf’’) of natural gas. Any figure presented in
actual results may differ materially. Refer to the Advisories mboe/d may be misleading, particularly if used in

section of this management proxy circular for information isolation. A conversion ratio of six mcf of natural gas to
on the material risk factors and assumptions underlying one bbl of crude oil is based on an energy equivalency

our forward-looking information.
conversion method primarily applicable at the burner tip
and does not necessarily represent a value equivalency at
The company’s financial and operational performance is
potentially affected by a number of factors, including but the wellhead. Given that the value ratio based on the
current price of crude oil as compared to natural gas is
not limited to, the factors described in the Advisories
section of this management proxy circular.
significantly different from the energy equivalency of 6:1,
conversion on a 6:1 basis may be misleading as an

Non-GAAP Financial Measures
indication of value.

Certain financial measures in this management proxy

circular – namely operating earnings, cash flow from
operations (‘‘CFOPS’’), return on capital employed

(‘‘ROCE’’) and Oil Sands cash operating costs – are not
prescribed by generally accepted accounting principles

(‘‘GAAP’’). Refer to the Advisories section of this
management proxy circular. These non-GAAP financial

measures are included because management uses the
information to analyze operating performance, leverage

and liquidity. These non-GAAP financial measures do not
have any standardized meaning and therefore are unlikely

to be comparable to similar measures presented by other

2 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014