Page 5 - MIC 2014 - English

VOTING AND PROXIES: QUESTIONS AND ANSWERS

• the appointment of PricewaterhouseCoopers LLP as
This management proxy circular is furnished in
connection with the solicitation by or on behalf of the auditors of the Corporation until the close of the next
annual meeting; and
management of Suncor of proxies to be used at the
annual general meeting of shareholders of Suncor. It is • the advisory resolution on the Corporation’s approach

expected that solicitation will be primarily by mail, but to executive compensation disclosed in this
proxies may also be solicited personally, by telephone or management proxy circular.

facsimile or other similar means by Suncor employees
or agents. Custodians and fiduciaries will be supplied Q. What if amendments are made to these
matters or if other matters are brought
with proxy materials to forward to beneficial owners of
Suncor common shares and normal handling charges before the meeting?
will be paid for such forwarding services.
A. If you attend the meeting in person and are eligible to
Your vote is very important to us. We encourage
vote, you may vote on such matters as you choose. If you
you to exercise your vote to ensure your shares have completed and returned a proxy, the securities
are represented.
represented by proxy will be voted or withheld from voting
To be valid, completed proxy forms must be dated,
in accordance with your instructions on any ballot that may

completed, signed and deposited with our transfer be called for and, if you specify a choice with respect to
agent, Computershare Trust Company of Canada any matter to be acted upon, the securities will be voted

(‘‘Computershare’’): (i) by mail using the enclosed return accordingly. The persons named in the proxy form will have
envelope or one addressed to Computershare Trust discretionary authority with respect to amendments or

Company of Canada, Proxy Department, 135 West variations to matters identified in the Notice of Annual
Beaver Creek, P.O. Box 300, Richmond Hill, Ontario, General Meeting and to other matters that may properly

L4B 4R5; (ii) by hand delivery to Computershare,
come before the meeting. As of the date of this
8th Floor, 100 University Avenue, Toronto, Ontario, management proxy circular, our management knows of no
such amendment, variation or other matter expected to
M5J 2Y1; or (iii) by facsimile to (416) 263-9524 or
1-866-249-7775. Additionally, you may vote by using come before the meeting. If any other matters properly
come before the meeting, the persons named in the proxy
the internet at www.investorvote.com or by calling
1-866-732-VOTE (8683). Your proxy instructions must form will vote on them in accordance with their
best judgment.
be received in each case no later than 10:30 a.m. MDT
on April 25, 2014. Please read the following for
Q. Who is soliciting my proxy?
commonly asked questions and answers regarding
voting and proxies.
A. The management of Suncor is soliciting your proxy.

Solicitation of proxies is done primarily by mail,
Q. Am I entitled to vote?
supplemented by telephone or other contact, by our

A. employees or agents at a nominal cost, and all of these
You are entitled to vote if you are a holder of Suncor costs are paid by Suncor.
common shares as of the close of business on March 3,

2014, the record date for the meeting. Each Suncor Q. How can I vote?
common share is entitled to one vote. A simple majority of
votes (50% plus one vote) cast at the meeting in person or A. If you are eligible to vote and your shares are

by proxy is required to approve all matters. The list of registered in your name, you can vote your shares in
registered shareholders maintained by Suncor will be person at the meeting or by completing your proxy form

available for inspection after March 3, 2014, during usual through any of the methods described above.
business hours at the offices of Computershare, 600, 530 –
If your shares are not registered in your name but are held
8th Avenue SW, Calgary, Alberta, T2P 3S8 and will be by a nominee, please see below.
available at the meeting.

Q. What am I voting on?

A. You will be voting on:

• the election of directors of the Corporation until the

close of the next annual meeting;

SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014 3