Page 76 - MIC 2014 - English

SUMMARY OF INCENTIVE PLANS

ADDITIONAL INFORMATION

Additional information relating to Suncor, including available without charge from Suncor at 150 – 6th Avenue
financial information, is provided in Suncor’s audited S.W., Calgary, Alberta T2P 3E3, by calling 1-800-558-9071,

consolidated financial statements for the year ended or by e-mail request to info@suncor.com or by referring to
December 31, 2013 and in its MD&A, which are included the Company’s profile on SEDAR at www.sedar.com or

in our 2013 Annual Report. Copies of these documents are
EDGAR at www.sec.gov.

ADVISORIES

This management proxy circular and the schedules hereto meeting and that a new Board chair will be selected and
contain certain forward-looking information and forward- announced prior to Mr. Ferguson’s retirement; in

looking statements (collectively referred to herein as considering its approach to compensation in the future, the
‘‘forward-looking statements’’) within the meaning of Board will take into account the results of the advisory vote

applicable Canadian and U.S. securities laws. Forward- on Suncor’s approach to executive compensation; the
looking statements and other information are based on Board’s commitment to ensuring Suncor’s senior executive

Suncor’s current expectations, estimates, projections and compensation is aligned with our shareholders’ interests
assumptions that were made by the company in light of and supports Suncor’s long-term competitiveness; the

information available at the time the statement was made Board’s belief that Suncor’s compensation structure fits our
and consider Suncor’s experience and its perception of industry and is appropriately linked to our strategy to build

historical trends, including: expectations and assumptions long-term shareholder value; Suncor’s indication that no
concerning the accuracy of reserves and resources future stock option grants are planned for non-employee
estimates; commodity prices and interest and foreign directors; expectations regarding continued review of the

exchange rates; capital efficiencies and cost-savings; Claw Back Policy (as previously defined on page 29) in the
applicable royalty rates and tax laws; future production future; expectations that the President and CEO’s

rates; the sufficiency of budgeted capital expenditures in compensation opportunity will increase over time; the
carrying out planned activities; the availability and cost of belief that improving year-over-year operational results will

labour and services; and the receipt, in a timely manner, of continue to deliver shareholder value; that values ultimately
regulatory and third-party approvals. In addition, all other received could be quite different from realizable pay

statements and other information that address expectations depending on future performance; estimates of
or projections about the future, and other statements and compensation paid or to be paid by our peers; the belief

information about Suncor’s strategy for growth, expected that Suncor’s multi-year compensation plan balances risk
and future expenditures or investment decisions, and reward; Suncor’s conclusions with respect to the key

commodity prices, costs, schedules, production volumes, risk mitigation features of Suncor’s compensation policies
operating and financial results, future financing and capital and programs and Suncor’s belief that it would be difficult

activities, and the expected impact of future commitments for anyone in management acting alone, or acting as a
are forward looking statements. Some of the forward- group, to make ‘‘self-interested’’ decisions for immediate

looking statements and information may be identified by short-term gains that could have a material impact on the
words like ‘‘expect’’, ‘‘guidance’’, ‘‘anticipated’’, organization’s financial or share price performance; Suncor’s

‘‘estimated’’, ‘‘plans’’, ‘‘scheduled’’, ‘‘belief’’, ‘‘projects’’, belief that executives’ interests should be aligned with the
‘‘could’’, ‘‘target’’, ‘‘will’’, ‘‘should’’, ‘‘may’’, ‘‘focus’’, interests of Suncor’s shareholders; Suncor’s belief that it

‘‘vision’’, ‘‘goal’’, ‘‘intend’’, ‘‘indicate’’, ‘‘objective’’, continues to be well-positioned to capitalize on business
‘‘continue’’ and similar expressions.
opportunities; Suncor’s intentions with respect to the

Forward-looking statements in this management proxy investment of capital in growth projects and delivering
profitable growth; the Board’s belief that Suncor’s
circular and the schedules hereto relating to our business
include references to the following: the business of and leadership succession and transition plan has been soundly
executed; the Board’s belief that the company’s financial
procedure for the annual general meeting; management’s
expectation that none of the nominees for director will be strategy is appropriate and is being effectively stewarded;
the company’s confidence in its ability to reach guidance
unable to serve as director; the composition of the Board
of Directors following the annual general meeting, targets for 2014; the Board’s belief Mr. Williams’ work to
ensure ongoing improvements in operational performance
including that Mr. Ferguson, our current chairman of the
Board will retire on April 29, 2014 at the annual general
is laying the foundation for further reductions in costs; the
low cost optimization work undertaken in 2013, which

74 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014