Suncor Energy : Management Proxy Circular

Management Proxy Circular

Notice of 2024 Annual Meeting to be held on May 7, 2024

CONTENTS

• Invitation to Shareholders

• About this Management Proxy Circular

• Meeting Participation, Voting and Proxies: Questions and Answers

• Business of the Meeting
• Financial Statements
• Election of Directors

1. Appointment of Auditor
2. Advisory Vote on Approach to Executive Compensation

1. Shareholder Proposal
2. Board of Directors Compensation

1. Executive Compensation

1. Letter to Shareholders

23 Compensation Discussion and Analysis

34 Compensation of the Named Executive Officers

47 Termination Agreements and Change of Control Arrangements

49 Indebtedness of Directors, Executive Officers and Senior Officers

1. Summary of Incentive Plans

1. Claw Back Policy

1. Directors' and Officers' Insurance

1. Advance Notice By-law

1. Corporate Governance
2. Additional Information

1. Advisories

A-1 Schedule A: Shareholder

Proposal No. 1

A-3 Schedule A: Shareholder

Proposal No. 2

B-1 Schedule B: Named Executive Officers' Outstanding Option-based Awards and Grant Date Fair Values for Share-based Awards

C-1 Schedule C: Corporate Governance Summary

D-1 Schedule D: Board Terms of Reference

Notice of Annual General Meeting of Shareholders of Suncor Energy Inc.

The annual general meeting (the meeting) of shareholders of Suncor Energy Inc. (the corporation) will be held on May 7, 2024, at 10:30 a.m. Mountain Daylight Time (MDT). The meeting will be conducted in a virtual-only format via live webcast online at https://web.lumiagm.com/431341616 (Password: suncor2024 (case sensitive)).

Registered shareholders and duly appointed proxyholders can participate, vote and ask questions during the meeting, provided they are connected to the internet and comply with all the requirements set out in the accompanying management proxy circular. Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholder will be able to virtually attend the meeting as guests. Guests will not be able to vote or ask questions at the meeting.

The meeting will have the following purposes:

• to receive the audited consolidated financial statements of the corporation for the year ended December 31, 2023, together with the notes thereto and the auditor report thereon;
• to elect directors of the corporation to hold office until the close of the next annual meeting of shareholders;
• to appoint the auditor of the corporation to hold office until the close of the next annual meeting of shareholders;
• to consider and, if deemed fit, approve an advisory resolution on the corporation's approach to executive compensation;
• to consider a shareholder proposal for the corporation to end its pledge to be Net Zero by 2050, as set forth on page A-1 of Schedule A of the accompanying management proxy circular;
• to consider a shareholder proposal for the corporation to disclose audited results assessing a range of climate transition scenarios, as set forth on page A-3 of Schedule A of the accompanying management proxy circular; and
• to transact such other business as may properly be brought before the meeting or any continuation of the meeting after an adjournment or postponement.

The accompanying management proxy circular provides detailed information relating to the matters to be dealt with at the meeting and forms part of this notice.

Shareholders are encouraged to vote in advance of the meeting by completing the form of proxy or voting instruction form provided to them. Detailed instructions on how to complete and return proxies are provided on pages 3 to 6 of the accompanying management proxy circular. To be effective, the completed form of proxy must be received by our transfer agent and registrar, Computershare Trust Company of Canada, Proxy Department,

8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, at any time prior to 10:30 a.m. MDT on May 3, 2024 or, in the case of any adjournment or postponement of the meeting, not less than

48 hours (excluding Saturdays, Sundays and holidays) before the time of the adjourned or postponed meeting.

Shareholders may also vote their shares by telephone or through the internet using the procedures described in the form of proxy or voting instruction form.

Shareholders registered at the close of business on March 14, 2024, will be entitled to receive notice of and vote at the meeting.

By order of the Board of Directors of Suncor Energy Inc.

Jacqueline Moore

General Counsel and Corporate Secretary

February 21, 2024

Calgary, Alberta

Invitation to Shareholders

Dear Shareholder:

On behalf of the board of directors (the Board), management and employees of Suncor Energy Inc. (the corporation), we invite you to attend our annual general meeting (the meeting) of shareholders on May 7, 2024 at 10:30 a.m. Mountain Daylight Time (MDT). This year, we will hold the meeting in a virtual-only format, which will be conducted via live webcast online at https://web.lumiagm.com/431341616 (Password: suncor2024 (case sensitive)). Technical information regarding attendance is provided below in the section, "Q. How do I attend the meeting?" under "Meeting Participation, Voting and Proxies: Questions and Answers." Technical support is provided in the Virtual Meeting User Guide that will be sent to registered holders with their proxy packages and posted on Suncor's website, technical support can also be accessed at: [e-mail].

The items of business to be considered at this meeting are described in the accompanying notice of annual general meeting of shareholders of the corporation and management proxy circular. The contents and sending of the management proxy circular have been approved by the Board.

Your participation at this meeting is very important to us. We encourage you to vote by following the instructions in the form of proxy or voting instruction form provided to you, or by voting at the meeting. Following the formal portion of the meeting, management will review the corporation's operational and financial performance for 2023 and provide an outlook on priorities for 2024 and beyond. Registered shareholders and duly appointed proxyholders will also have an opportunity to ask questions.

Many of our public documents, including our 2023 Annual Report, are available in the Investor Centre on our website located at www.suncor.com. We encourage you to visit our website during the year for information about the corporation. To receive the latest news relating to the corporation you can use the 'Email Alerts' subscribe feature on the corporation's website. Additional information relating to the corporation is also available under the corporation's profile on SEDAR+ at www.sedarplus.ca or EDGAR at www.sec.gov.

We look forward to having you join us at the meeting.

Yours sincerely,

Michael M. Wilson	Richard M. Kruger
Chair of the Board	President and Chief Executive Officer

Management Proxy Circular 2024 Suncor Energy Inc. 1

About this Management Proxy Circular

You are invited to attend the annual general meeting (the meeting) of holders (shareholders) of common shares (common shares or shares) of Suncor Energy Inc. to be held on May 7, 2024, at 10:30 a.m. Mountain Daylight Time (MDT) for the purposes indicated in the accompanying notice of annual general meeting of shareholders. The meeting will be conducted in a virtual-only format via live webcast online at https://web.lumiagm.com/431341616 (Password: suncor2024 (case sensitive)).

This management proxy circular ("Circular") includes important information regarding the matters to be acted upon at the meeting, and our compensation practices for, and

compensation of, the board of directors of Suncor (the Board or Board of Directors) and Suncor's Named Executive Officers (as defined on page 23) for the year ended December 31, 2023.

This Circular is dated February 21, 2024 and all information contained in this Circular is given as of such date, unless stated otherwise.

In this Circular, references to "Suncor", the "corporation", the "company", "our" or "we" mean Suncor Energy Inc., its subsidiaries, partnerships and joint arrangements, unless the context otherwise requires.

Forward-Looking Information and Risks

This Circular contains forward-looking information based on Suncor's current expectations, estimates, projections and assumptions. This information is subject to a number of risks and uncertainties, including those discussed in Suncor's Annual Information Form for the year ended December 31, 2023 (the AIF), Suncor's Management's Discussion and Analysis for the year ended December 31, 2023 (the MD&A), and Suncor's other disclosure documents, many of which are beyond the corporation's control. Readers are cautioned that actual results may differ materially from those expressed or implied by forward-looking information contained herein. Refer to the "Advisories" section of this Circular for information on the material risk factors and assumptions underlying the forward-looking information contained in this Circular.

The corporation's business, reserves, financial condition and results of operations may be affected by a number of factors, including, but not limited to, the factors described in the "Advisories" section of this Circular.

Non-GAAP Financial Measures and Ratios

Certain financial measures and ratios in this

Circular - namely adjusted funds from operations (AFFO), and measures contained in return on capital employed (ROCE) - are not prescribed by generally accepted accounting principles (GAAP). Refer to the "Advisories" section of this Circular. These non-GAAP financial measures and ratios are used by management to analyze business performance, leverage and liquidity.

These non-GAAP financial measures and ratios do not have any standardized meaning under GAAP and are therefore unlikely to be comparable to similar measures presented by other companies. Therefore, these non-GAAP financial measures and ratios should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

Website References

Information contained in or otherwise accessible through Suncor's website and other websites, though referenced herein, does not form part of this Circular and is not incorporated by reference into this Circular.

2 Management Proxy Circular 2024 Suncor Energy Inc.

Meeting Participation, Voting and Proxies: Questions and Answers

This Circular is provided in connection with the solicitation by or on behalf of management of Suncor of proxies to be used at the annual general meeting of shareholders of Suncor. It is expected that solicitation will be primarily by mail, but proxies may also be solicited personally, by telephone or other similar means by Suncor employees or agents.

Custodians and fiduciaries will be supplied with proxy materials to forward to beneficial owners of Suncor common shares and normal handling charges will be paid by Suncor for such forwarding services.

Your vote is very important to us. We encourage you to exercise your vote to ensure your shares are represented at the meeting.

To be valid, proxy forms must be dated, completed, signed and deposited with our transfer agent and registrar, Computershare Trust Company of Canada (Computershare): (i) by mail using the enclosed return envelope or one addressed to Computershare Trust Company of Canada, Proxy Department, PO BOX 4588 STN A, Toronto ON, M5W 9Z9; or (ii) by hand delivery to Computershare, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1. Additionally, you may vote by using the internet at www.investorvote.com or by calling 1-866-732-VOTE (8683). Your proxy instructions must be received no later than 10:30 a.m. MDT on May 3, 2024, or, in the case of any adjournment or postponement of the meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the adjourned or postponed meeting. The time limit for deposit of proxies may be waived or extended by the chair of the meeting at his or her discretion, without notice. Please read the following for commonly asked questions and answers regarding meeting participation, voting and proxies.

1. How will I be able to participate in the meeting?

1. Suncor is holding the meeting in a virtual-only format via live webcast. You can participate online using your smartphone, tablet or computer. Attending the meeting online enables registered shareholders and duly appointed proxyholders, including non-registered (beneficial) shareholders who have duly appointed themselves as proxyholder, to listen to and view the meeting, ask questions and vote. Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholders may still attend the meeting as guests. Guests will be able to listen to and view the meeting but will not be able to ask questions or vote at the meeting.

Following the meeting we will hold a Q&A session to answer the questions submitted by registered shareholders and dulyappointed proxyholders through the online platform.

Questions may be submitted at any time during the meeting by registered shareholders and duly appointed proxyholders. To ensure the meeting is conducted in a manner that is fair to all shareholders, the Chair of the meeting may exercise discretion in responding to the questions including the order in which the questions are answered, the grouping of the questions and the amount of time devoted to any question. Shareholders will be afforded the same opportunities to participate as at an in-person meeting. The questions and answers from the Q&A session will be included in the replay posted on Suncor's website following the meeting.

Additional details on meeting participation are set forth in the Virtual Meeting User Guide that will be sent to registered shareholders with their proxy packages and posted on Suncor's website.

1. How do I attend the meeting?

1. To attend the meeting log in online at https://web.lumiagm.com/431341616. We recommend that you log in at least thirty minutes before the meeting starts and check that the browser on your device is compatible. You will need the latest version of Chrome, Safari, Edge or Firefox. Please do not use Internet Explorer. You will be able to log into the site from 9:30 a.m. MDT on May 7, 2024.

Next click "Login". If you are a registered shareholder or duly appointed proxyholder, select "I have a login" and enter your Control Number or Proxyholder Username as applicable (see below) and Password: suncor2024 (case sensitive) OR if you are a non-registered (beneficial) shareholder, select "I am a guest" and complete the online form.

Registered shareholders: The control number located on the form of proxy or in the email notification you received is your "Control Number".

Duly appointed proxyholders: Computershare will provide the proxyholder with a username consisting of a four-letterappointee code (Proxyholder Username) by email after the proxy voting deadline has passed and the proxyholder has been duly appointed AND registered as described under the question "Can I appoint someone other than the individuals

named in the proxy form to vote my shares?" below.

It is important that you are connected to the internet at all times during the meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the meeting.

If you are having trouble getting into the meeting you may click on the support button 'Having issues connecting?' at the login page. This will provide you with a list of common connectivity issues and answers, as well as a link to the FAQ on using the platform.

1. Am I entitled to vote?

1. You are entitled to vote if you were a holder of common shares as of the close of business on March 14, 2024, the record

Management Proxy Circular 2024 Suncor Energy Inc. 3

Meeting Participation, Voting and Proxies: Questions and Answers

date for the meeting. Subject to certain restrictions required by the Petro-CanadaPublic Participation Act (as described in the AIF under the heading "Description of Capital Structure - Petro-Canada Public Participation Act") which section is incorporated by reference herein, each common share is entitled to one vote. A simple majority of votes (50% plus one vote) cast at the meeting in person (virtually) or by proxy is required to approve all matters to be considered at the meeting.

1. What am I voting on?

1. You will be voting on:

• the election of directors of the corporation until the close of the next annual meeting of shareholders;
• the appointment of KPMG LLP as auditor of the corporation until the close of the next annual meeting of shareholders;
• the advisory resolution on the corporation's approach to executive compensation disclosed in this management proxy circular;
• a shareholder proposal (Shareholder Proposal No. 1) for the corporation to end its pledge to be Net Zero by 2050, as set forth on page A-1 of Schedule A of this management proxy circular; and
• a shareholder proposal (Shareholder Proposal No. 2) for the corporation to disclose audited results assessing a range of climate transition scenarios, as set forth on page A-3 of Schedule A of this management proxy circular.

1. What if amendments are made to these matters or if other matters are brought before the meeting?

1. If you attend the meeting in person (virtually) and are eligible to vote, you may vote on such matters as you choose. If you have completed and returned a proxy, the common shares represented by proxy will be voted or withheld from voting in accordance with your instructions on any ballot that may be called for and, if you specify a choice with respect to any matter to be acted upon, the common shares will be voted accordingly. The management nominees named in the proxy form will have discretionary authority with respect to amendments or variations to matters identified in the accompanying notice of annual general meeting of shareholders and to other matters that may properly come before the meeting. As of the date of this Circular, our management knows of no such amendment, variation or other matter expected to come before the meeting. If any other matters properly come before the meeting, the management nominees named in the proxy form will vote on them in accordance with their best judgment.

1. Who is soliciting my proxy?

1. The management of Suncor is soliciting your proxy. Solicitation of proxies will be done primarily by mail, supplemented by telephone or other contact, by our employees or our strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors ("Kingsdale"). Kingsdale has been retained to provide a broad array of strategic advisory, governance, strategic communications, digital and investor

campaign services on a global retainer basis in addition to certain fees accrued during the life of the engagement upon the discretion and direction of Suncor.

1. How can I vote?

1. If you are eligible to vote and your shares are registered in your name, you can vote your shares during the meeting by completing a ballot online, or by completing your proxy form through any of the methods described above.

Shareholders may also vote their shares in advance of the meeting by telephone or through the internet using the procedures described in the proxy form.

If your shares are not registered in your name but are held by a nominee, please see "How can a non-registered (beneficial) shareholder vote?" and "How can a non-registered (beneficial) shareholder vote at the meeting?" below.

1. How can a non-registered (beneficial) shareholder vote?

1. If your shares are not registered in your name but are held in the name of a nominee (usually a bank, trust company, securities broker or other financial institution), your nominee is required to seek your instructions as to how to vote your shares. Your nominee should have provided you with a package of information respecting the meeting, including either a proxy or a voting instruction form. Follow the instructions provided in the proxy or voting instruction form.

1. How can a non-registered (beneficial) shareholder vote at the meeting?

1. Non-registered(beneficial) shareholders who have not duly appointed themselves as proxyholders will not be able to vote at the meeting but will be able to virtually attend as a guest. This is because Suncor does not have access to all of the names of its non-registered shareholders, and as a result we will have no record of your shareholdings or of your entitlement to vote unless your nominee has appointed you as a proxyholder. If you wish to vote at the meeting, insert your name in the space provided on the proxy or voting instruction form sent to you by your nominee. In doing so you are instructing your nominee to appoint you as a proxyholder. You must complete the form by following the return instructions provided by your nominee AND register yourself as proxyholder online at https://www.computershare.com/ SuncorEnergy, all as described below under Step 1 and Step 2 of the question "Can I appoint someone other than the individuals named in the proxy form to vote my shares?".

The company may utilize the Broadridge QuickVote service to assist non-registered shareholders with voting their Suncor shares over the telephone. Broadridge then tabulates the results of all the instructions received and then provides the appropriate instructions with respect to the shares to be represented at the meeting.

Non-registered (beneficial) shareholders located in the

United States: If you are a non-registered (beneficial) shareholder located in the United States, to virtually attend

4 Management Proxy Circular 2024 Suncor Energy Inc.

and vote at the meeting you must first obtain a valid legal proxy from your nominee and then register in advance to attend the meeting, by submitting a copy of your legal proxy to our transfer agent, Computershare. Requests for registration should be sent to: Computershare, Attention Proxy Department,

100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, OR emailed at [e-mail]. Requests for registration must be labeled as "Legal Proxy" and be received no later than 10:30 a.m. MDT on May 3, 2024. You will receive a confirmation of your registration by email once Computershare receives your registration materials. Please note that you also are required to register your appointment at https://www.computershare.com/SuncorEnergy.

1. Who votes my shares and how will they be voted if I return a proxy?

1. By properly completing and returning a proxy, you are authorizing the person named in the proxy to attend the meeting and vote your shares. You can use the proxy form provided to you, or any other proper form of proxy, to appoint your proxyholder.

Once appointed, you will also need to register your proxyholder online at https://www.computershare.com/SuncorEnergy, as described below under Step 2 of the question "Can I appoint

someone other than the individuals named in the proxy form to vote my shares?".

The shares represented by your proxy must be voted or withheld from voting according to your instructions in the proxy. If you properly complete and return your proxy but do not specify how you wish your shares to be voted, your shares will be voted FOR or AGAINST as your proxyholder sees fit. Unless contrary instructions are provided, shares represented by proxy will be voted:

• FOR the election of the director nominees set out in this management proxy circular;
• FOR the appointment of KPMG LLP as auditor;
• FOR the approach to executive compensation disclosed in this management proxy circular;
• AGAINST the Shareholder Proposal No. 1, as set forth in Schedule A of this management proxy circular, for the corporation to end its pledge to be Net Zero by 2050; and
• AGAINST the Shareholder Proposal No. 2, as set forth in Schedule A of this management proxy circular, for the corporation to disclose audited results assessing a range of climate transition scenarios.

1. Can I appoint someone other than the individuals named in the proxy form to vote my shares?

1. Yes, you have the right to appoint the individual or company of your choice, who does not need to be a shareholder, to attend and act on your behalf at the meeting.

Each person named in the form of proxy or voting instruction form is a director or executive officer of Suncor. Shareholders who wish to appoint someone other than the management nominees named in the proxy form to attend and participate

at the meeting as their proxy and vote their common shares MUST submit their form of proxy or voting instruction form, as applicable, appointing that person as proxyholder AND register that proxyholder online, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your form of proxy or voting instruction form. Failure to register your proxyholder will result in the proxyholder not receiving a Proxyholder Username that is required for such proxyholder to be able to vote at the meeting.

Step 1: Submit your form of proxy or voting instruction

form: If you wish to appoint a person other than the management nominees named in your form of proxy or voting instruction form, then strike out those printed names and insert the name of your designated proxyholder in the space provided and follow the instructions for submitting such form of proxy or voting instruction form as outlined on the form of proxy or voting instruction form. This must be completed before registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form.

Step 2: Register your proxyholder: To register a third-partyproxyholder (including yourself, if you are a non-registered(beneficial) shareholder) shareholders must visit https://www.computershare.com/SuncorEnergy by 10:30 a.m. MDT on May 3, 2024 and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with a Proxyholder Username via email. Without a Proxyholder

Username, proxyholders will not be able to vote at the

meeting but will be able to participate as a guest.

1. What if my shares are registered in more than one name or in the name of my corporation?

1. If the shares are registered in more than one name, all those registered must sign the form of proxy. If the shares are registered in the name of your corporation or any name other than yours, you may be required to provide documentation that proves you are authorized to sign the proxy form.

1. Can I revoke a proxy or voting instruction?

1. If you are a registered shareholder and have returned a proxy, you may revoke it by:

1. completing and signing a proxy bearing a later date, and delivering it to Computershare not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the meeting (or any adjourned or postponed meeting); or
2. delivering a written statement, signed by you or your authorized attorney to:
3. 1. the Corporate Secretary of Suncor Energy Inc. at P.O. Box 2844, 150 - 6th Avenue S.W., Calgary, Alberta, T2P 3E3 at any time up to and including the last

Management Proxy Circular 2024 Suncor Energy Inc. 5

Meeting Participation, Voting and Proxies: Questions and Answers

business day prior to the meeting, or the business day preceding the day to which the meeting is adjourned or postponed; or

1. the chair of the meeting prior to the start of the meeting.

If you are a non-registered (beneficial) shareholder, contact your nominee for information on how to revoke your proxy or voting instruction form.

If you have followed the process for attending and are a registered shareholder and voting at the meeting online, voting at the meeting online will revoke your previous proxy.

1. Is my vote confidential?

1. Your proxy vote is confidential. Proxies are received, counted and tabulated by our transfer agent, Computershare. Computershare does not disclose the results of individual shareholder votes unless: they contain a written comment clearly intended for management; in the event of a proxy contest or proxy validation issue; or if necessary to meet legal requirements.

1. How many shares are outstanding?

1. As of February 21, 2024, there were 1,287,762,572 common shares outstanding. We have no other class or series of voting shares outstanding.

As of February 21, 2024, there was no person or company who, to the knowledge of our directors and executive officers, beneficially owned, or controlled or directed, directly or indirectly, common shares carrying 10% or more of the voting rights attached to all outstanding common shares.

1. How will meeting materials be delivered?

1. We are using notice and access to deliver this Circular to both registered shareholders and non-registered (beneficial) shareholders. This means that Suncor will post this Circular online for our shareholders to access electronically. You will receive a package in the mail with a notice (the Notice) outlining the matters to be addressed at the meeting and explaining how to access and review this Circular electronically, and how to request a paper copy at no charge. You will also receive a form of proxy or a voting instruction form in the mail so you can vote your shares. All applicable meeting related materials will be indirectly forwarded to non-registered (beneficial) shareholders at Suncor's expense.

Notice and access is an environmentally friendly and cost-effective way to distribute the Circular because it reduces printing, paper and postage.

1. How can I request a paper copy of this Circular?

1. Both registered shareholders and non-registered (beneficial) shareholders can request a paper copy of this Circular for up to one year from the date it is filed on SEDAR+ (www.sedarplus.ca). If so requested, this Circular will be sent to

you at no charge. If you would like to receive a paper copy of this Circular, please follow the instructions provided in the Notice. If you request a paper copy of the Circular, you will not receive a new form of proxy or voting instruction form, so you should keep the original form sent to you in order to vote.

Suncor will provide paper copies of this Circular to shareholders who have standing instructions to receive, or for whom Suncor has otherwise received a request to provide, paper copies of materials.

If you have any questions about notice and access you can call our Investor Relations team at 1-800-558-9071.

1. What is electronic delivery?

1. Electronic delivery is voluntary e-mail notification sent to shareholders when documents such as our annual report, quarterly reports and this Circular are available on our website. If you wish, you may elect to be notified by e-mail when documentation is posted on our website. Electronic delivery saves paper, reduces our impact on the environment and reduces costs.

1. How can I ask for electronic delivery?

1. If you are a registered shareholder, you can sign up for electronic delivery through Computershare via the Investor Centre website at www.investorcentre.com/suncor.

You will need your Control Number and your PIN number (you will find them on the proxy form provided in your package).

Non-registered (beneficial) shareholders can sign up for mail or electronic delivery (not proxy materials) through www.computershare.com/mailinglist.

Non-registered (beneficial) shareholders can sign up for electronic delivery of proxy materials on proxyvote.com, entering their 16-digit control number and clicking on Delivery Settings.

1. What if I have other questions?

1. If you have a question regarding the meeting please contact Computershare at 1-877-982-8760 or visit www.computershare.com.

Shareholder Proposals

Eligible shareholders should direct any proposals they plan to present at the 2025 annual meeting of shareholders to our Corporate Secretary. To be included in our 2025 management proxy circular, the proposal must be received at Suncor Energy Inc. at P.O. Box 2844, 150 - 6th Avenue S.W., Calgary, Alberta, Canada T2P 3E3 between December 8, 2024, and February 5, 2025.

Webcast Posting after Meeting

A recording of the meeting will be posted for viewing on www.suncor.com following its completion.

6 Management Proxy Circular 2024 Suncor Energy Inc.

Business of the Meeting

Financial Statements

The audited consolidated financial statements of the corporation for the year ended December 31, 2023, together with the notes thereto and the auditor's report thereon will be placed before the meeting. These audited consolidated financial statements form part of our 2023 Annual Report.

Copies of the 2023 Annual Report may be obtained from the Corporate Secretary upon request. The 2023 Annual Report is available on Suncor's website at www.suncor.com and has been filed with the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission (SEC).

Election of Directors

Number of Directors. Suncor's articles stipulate there shall be not more than fifteen nor fewer than eight directors. The Board is currently composed of thirteen directors, with twelve non-employee directors, including Michael M. Wilson, Board Chair, and one member of management, Richard M. Kruger, President and Chief Executive Officer (CEO).

Eira Thomas (appointed April 2006) retired from the Board in 2023. Dennis M. Houston (appointed January 2018) and Michael M. Wilson (appointed February 2014) are also retiring from the Board and not standing as director nominees at the 2024 annual general meeting in accordance with the Retirement Policy (see page C-6). Suncor has benefited from the exceptional commitment and sound business judgement of each of Ms. Thomas, Mr. Houston and Mr. Wilson. The Board and management would like to thank Ms. Thomas, Mr. Houston and Mr. Wilson for their significant contributions to the corporation. Mr. Wilson has served as Chair of the Board from 2017 until March of 2024 when he will be succeeded by Russell Girling.

In accordance with our by-laws, the Board has determined that eleven directors will be elected at the meeting. Following the meeting, and assuming that all proposed nominees for director are elected as contemplated in this Circular, the Board will be composed of ten non-employee directors and Richard M. Kruger, Suncor's President and CEO. The term of office of each director is from the date of the meeting at which he or she is elected or appointed until the next annual meeting of shareholders or until a successor is elected or appointed.

Voting Details. Unless directed otherwise, the management nominees named in the form of proxy will vote FOR the election of the nominees whose names appear on pages 8 to 13.

Recent amendments to the Canada Business Corporations Act and the regulations promulgated thereunder require that shareholders be allowed to cast a vote "for" or "against" a candidate, as opposed to, "for" or "withhold." As a result, the corporation has revised its director election voting options to "for" or "against" for each candidate.

Management does not expect that any of the nominees will be unable to serve as a director but, if that should occur for any reason prior to the meeting, the management designees named in the form of proxy reserve the right to vote for another nominee at their discretion unless the proxy specifies the common shares are to be voted against the election of directors.

Majority Voting for Directors. The Board has repealed its majority voting policy as a result of recent amendments to the Canada Business Corporations Act and the regulations promulgated thereunder. Pursuant to the Canada Business Corporations Act, if there is an uncontested election (being an election where only one candidate is nominated for each position available on the board) at a meeting of shareholders at which directors are to be elected, each candidate is elected only if the number of votes cast in favour of their election represents a majority of the votes cast "for" and "against" them by the shareholders who are present in person or represented by proxy, unless the articles of the corporation require a greater number of votes.

Accordingly, any nominee for director who receives an equal or greater number of votes "against" than votes "for" their election as a director at the meeting shall not be elected to the Board.

Management Proxy Circular 2024 Suncor Energy Inc. 7

The Persons Nominated for Election as Directors Are:

Ian R. Ashby	Ian R. Ashby is the former President of BHP Billiton's iron ore customer sector group. Mr. Ashby
66	has almost 40 years of experience in the mining industry, including 25 years in a wide variety of
Noosa Heads,	roles with BHP Billiton in its iron ore, base metals and gold businesses in Australia, the USA, and
Chile, as well as project roles in the corporate office, ultimately leading the company's iron ore
Australia
business. Since retiring from BHP Billiton in 2012, Mr. Ashby has taken on a number of advisory
	and board roles with other mining and related organizations. He currently serves as an
Skills and Experience(1)	independent director on the board of Anglo American plc. He has served as a director on the
Mining, Operations,	boards of IAMGOLD Corporation, New World Resources PLC, Genco Shipping & Trading, Nevsun
Technology and Innovation,	Resources Ltd., and Alderon Iron Ore Corp. He has also served in an advisory capacity with Apollo
Strategy and Economics, EHS,	Global Management and Temasek. Mr. Ashby holds a bachelor of engineering (Mining) degree
Risk Management, Global	from the University of Melbourne in Australia.
Experience, Capital Markets
Director since July 18, 2022 - Independent
Suncor Board and Board Standing Committees		Meeting	Annual Meeting			Other Public
Meeting Attendance	Attendance	Voting Results(2)			Company Boards
Board of Directors	9 of 10	90%	Year	Votes in Favour		Anglo American plc
Audit	8 of 8	100%	2023	99.83%
Environment, Health, Safety and Sustainable Development	4 of 4	100%	2022	N/A
					Total	Total Value	Share Ownership Target
		Common		Common	of Common
Common Shares and Share Units Held as at December 31, 2023		DSUs(4)	Compliance or
	Shares(3)	Shares	Shares and
			Compliance Date(6)
					and DSUs	DSUs ($)(5)
			-	17 642	17 642	748 903	December 31, 2027
Patricia M. Bedient	Patricia Bedient retired as Executive Vice President of Weyerhaeuser Company (Weyerhaeuser),
70	one of the world's largest integrated forest products companies, effective July 1, 2016. From 2007
Sammamish,	until February 2016, she also served as Chief Financial Officer. Prior to this, she held a variety of
leadership roles in finance and strategic planning at Weyerhaeuser after joining the company in
Washington, USA
2003. Before joining Weyerhaeuser, she spent 27 years with Arthur Andersen LLP and ultimately
	served as the Managing Partner for its Seattle office and partner in charge of the firm's forest
Skills and Experience(1)	products practice. Ms. Bedient serves on the board of directors of Alaska Air Group, Inc. and Park
Finance, Technology and	Hotels & Resorts Inc. and also serves on the Oregon State University board of trustees, and the
Innovation, Strategy and	University of Washington Foster School of Business advisory board. She achieved national
Economics, Human Resources	recognition in 2012 when The Wall Street Journal named her one of the Top 25 CFOs in the United
and Compensation, EHS,	States. She is a member of the American Institute of CPAs and the Washington Society of CPAs.
Social Performance,	Ms. Bedient received her bachelor's degree in business administration, with concentrations in
Governance, Risk	finance and accounting, from Oregon State University in 1975.
Management, Capital Markets
Director since February 24, 2016 - Independent
Suncor Board and Board Standing Committees		Meeting	Annual Meeting			Other Public
Meeting Attendance	Attendance		Voting Results			Company Boards
Board of Directors	10 of 10	100%	Year	Votes in Favour		Alaska Air Group, Inc.
Audit (Chair)	8 of 8	100%	2023	99.02%			Park Hotels & Resorts Inc.
Governance	5 of 5	100%	2022	95.95%
					Total	Total Value	Share Ownership Target
		Common		Common	of Common
Common Shares and Share Units Held as at December 31, 2023		DSUs(4)	Compliance or
	Shares(3)	Shares	Shares and
			Compliance Date(6)
					and DSUs	DSUs ($)(5)
			4 327	78 868	83 195	3 531 628	Target Met at 4.4 x

8 Management Proxy Circular 2024 Suncor Energy Inc.