Page 6 - MIC 2014 - English

VOTING AND PROXIES: QUESTIONS AND ANSWERS

Q. How can a non-registered shareholder vote?
Q. Can I appoint someone other than the

A. If your shares are not registered in your name, but are individuals named in the enclosed proxy
form to vote my shares?
held in the name of a nominee (usually a bank, trust
company, securities broker or other financial institution), A.
Yes, if you are a registered holder, you have the
your nominee is required to seek your instructions as to right to appoint the person or company of your
how to vote your shares. Your nominee will have provided choice, who does not need to be a shareholder, to

you with a package of information, including these attend and act on your behalf at the meeting. If you
meeting materials and either a proxy or a voting form. wish to appoint a person other than the names that

Carefully follow the instructions accompanying the proxy or appear, then strike out those printed names appearing on
voting form.
the proxy form and insert the name of your chosen

proxyholder in the space provided.
Q. How can a non-registered shareholder vote
NOTE: It is important to ensure that any other
in person at the meeting?
person you appoint is attending the meeting

A. Suncor does not have access to all the names of its and is aware that his or her appointment to
non-registered shareholders. Therefore, if you are a
vote your shares has been made. Proxyholders
non-registered shareholder and attend the meeting, we will should, upon arrival at the meeting, present
have no record of your shareholdings or of your
themselves to a representative of
entitlement to vote unless your nominee has appointed you Computershare.
as a proxyholder. If you wish to vote in person at the

meeting, insert your name in the space provided on the Q. What if my shares are registered in more
proxy form or voting form sent to you by your nominee. In
than one name or in the name of
doing so you are instructing your nominee to appoint you my company?
as a proxyholder. Complete the form by following the
A. If the shares are registered in more than one name, all
return instructions provided by your nominee. You should
report to a representative of Computershare upon arrival at those registered must sign the form of proxy. If the shares
are registered in the name of your company or any name
the meeting.
other than yours, you may be required to provide
documentation that proves you are authorized to sign the
Q. Who votes my shares and how will they be
voted if I return a proxy?
proxy form.

A. By properly completing and returning a proxy, you are
Q. Can I revoke a proxy or voting instruction?
authorizing the person named in the proxy to attend the
meeting and vote your shares. You can use the enclosed A. If you are a registered shareholder and have returned a
proxy, you may revoke it by:
proxy form, or any other proper form of proxy, to appoint
your proxyholder.
1. completing and signing a proxy bearing a later date,

The shares represented by your proxy must be voted or and delivering it to Computershare; or

withheld from voting according to your instructions in the 2. delivering a written statement, signed by you or your
proxy. If you properly complete and return your proxy but authorized attorney to:

do not specify how you wish the votes cast, your shares (a) the Corporate Secretary of Suncor Energy Inc. at
will be voted or withheld from voting as your proxyholder
P.O. Box 2844, 150 – 6th Avenue S.W., Calgary,
sees fit. Unless contrary instructions are provided, shares Alberta, T2P 3E3 at any time up to and including
represented by proxies received by management will
the last business day prior to the meeting, or the
be voted:
business day preceding the day to which the

• FOR the election of directors from those nominees set meeting is adjourned; or
out in this management proxy circular;
(b) to the Chairman of the meeting prior to the start
• FOR the appointment of PricewaterhouseCoopers LLP of the meeting.

as auditors; and
If you are a non-registered shareholder, contact your

• FOR the approach to executive compensation disclosed nominee.
in this management proxy circular.

4 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014