Page 77 - MIC 2014 - English

significantly increased Suncor’s ability to ship bitumen provide alternative sources of energy; labour and material

directly to market has created a solid foundation for strong shortages; actions by government authorities, including the
production in 2014 and beyond; maintenance work imposition or reassessment of taxes or changes to fees and

performed in 2013 will position Suncor well for strong royalties such as Suncor’s current disagreement with the
performance in 2014; Suncor’s strategic plan for our oil Canada Revenue Agency relating to the settlement of

sands business, which details initiatives expected to certain derivative contracts, including the risk that Suncor
significantly improve the company’s safety, sustainability, may not be able to successfully defend its original filing

reliability and financial performance; the Fort Hills oils sands position if it is reassessed and may ultimately be required
mining project is scheduled to produce first oil as early as to pay increased taxes as a result; changes in

the fourth quarter of 2017, and will incorporate the best environmental and other regulations; the ability and
proven technology to enhance production and limit willingness of parties with whom we have material

environmental impact; Suncor’s Project Implementation relationships to perform their obligations to us; the
Model is evolving with an enhanced focus on up-front occurrence of unexpected events such as fires, equipment

development work, capital effectiveness and a disciplined failures and other similar events affecting Suncor or other
approach to execution that is compliant with the
parties whose operations or assets directly or indirectly
company’s OEMS (as previously defined on page 32) affect Suncor; the potential for security breaches of

framework; that project teams are effectively employing Suncor’s information systems by computer hackers or
engineering procurement and construction firms in Alberta, cyberterrorists, and the unavailability or failure of such

across Canada, in the U.S. and Asia, making significant systems to perform as anticipated as a result of such
progress on a broad range of projects; Suncor’s indication breaches; our ability to find new oil and gas reserves that

that no future grants of LARs (as previously defined on can be developed economically; the accuracy of Suncor’s
page 65) are planned for executives, non-employee reserves, resources and future production estimates; market

directors or key employees; that mid- and long-term instability affecting Suncor’s ability to borrow in the capital
incentive amounts shown for NEOs (as previously defined debt markets at acceptable rates; maintaining an optimal

on page 26) will differ from the ultimate value realized debt to cash flow ratio; the success of the company’s risk
from the awards based on Suncor’s relative and absolute management activities using derivatives and other financial

share price performance over time; that the HR&CC
instruments; the cost of compliance with current and
(as previously defined on page 15) will continue the future environmental laws; risks and uncertainties

practice of doing a look back analysis of the CEO’s associated with closing a transaction for the purchase or
compensation; estimates as to annual pensions that would sale of an oil and gas property, including estimates of the

be received by NEOs following retirement; changes to PSU final consideration to be paid or received, the ability of
(as previously defined on page 27) vesting design and the counterparties to comply with their obligations in a timely

PSU peer group; Suncor’s corporate governance practices manner and the receipt of any required regulatory or other
and those of the Board of Directors; and expectations for third-party approvals outside of Suncor’s control that are

Suncor’s Board members in carrying out their duties as customary to transactions of this nature; and the accuracy
directors. Forward-looking statements and information are of cost estimates, some of which are provided at the

not guarantees of future performance and involve a conceptual or other preliminary stage of projects and prior
number of risks and uncertainties, some that are similar to to commencement or conception of the detailed

other oil and gas companies and some that are unique to engineering that is needed to reduce the margin of error
Suncor. Suncor’s actual results may differ materially from and increase the level of accuracy. The foregoing important

those expressed or implied by its forward-looking factors are not exhaustive.
statements, so readers are cautioned not to place undue
Many of these risk factors and other assumptions related
reliance on them.
to Suncor’s forward-looking statements are discussed in

Risks, uncertainties and other factors that could influence further detail in Suncor’s Annual Information Form for the
the financial and operating performance of all of Suncor’s year ended December 31, 2013, its MD&A and other

operating segments and activities include, but are not documents it files from time to time with securities
limited to, changes in general economic, market and regulatory authorities. Copies of these documents and

business conditions, such as commodity prices, interest Suncor’s audited consolidated financial statements for the
rates and currency exchange rates; fluctuations in supply year ended December 31, 2013 are available without
th
and demand for Suncor’s products; the successful and charge from Suncor at 150 – 6Avenue S.W., Calgary,
timely implementation of capital projects, including growth Alberta T2P 3E3, by calling 1-800-558-9071, or by email
projects and regulatory projects; competitive actions of request to info@suncor.com or by referring to the

other companies, including increased competition from company’s profile on SEDAR at www.sedar.com or EDGAR
other oil and gas companies or from companies that
at www.sec.gov. Except as required by applicable securities

SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014 75