Suncor Energy Inc. ($SU)

Good morning, everyone. It's 10:30 a.m. Mountain time, and I'm calling the meeting to order. My name is Russ Girling, I'm the Chairman of the Board of Directors of Suncor. We are hosting this year's annual meeting virtually so that shareholders can participate, ask questions and vote regardless of their physical location. I'd like to introduce Suncor's senior leadership team with me today, Rich Kruger, our President and Chief Executive Officer; Troy Little, our Chief Financer; and Jackie Moore, our General Counsel and Corporate Secretary. On behalf of the Suncor directors and management, it's my pleasure to welcome you all to Suncor's 2026 Annual General Meeting of Shareholders. I'd like to turn it over to Jackie Moore for a traditional land acknowledgment.

Thank you, Russ. We acknowledge that Suncor's operations are located on the traditional lands of indigenous peoples. In the sort of reconciliation, we acknowledge and pay tribute to the traditional territories of the people of Treaty 7, which includes the Blackfoot Confederacy comprised of the Siksika, the Piikani and the Kainai First Nations, the Tsuut'ina First Nation and the Stoney-Nakoda including Chiniki, Bearspaw and Goodstoney First Nations. We acknowledge this region is also home to many Maiti people. Suncor is committed to continuing to advance our journey of reconciliation.

Thank you, Jackie. Before we begin the formal business, I'll explain how the voting and questions of the work for this meeting this morning. The meeting is accessible to registered shareholders, proxy holders and guests. However, only registered shareholders and proxy holders can ask questions and participate in this meeting. We encourage you to submit your written questions as early as possible. and please follow the steps set forward in the Lumi virtual meeting user guide. Please identify if your question relates to the motion, which is part of the formal business of the meeting or whether it is more general in nature. We'll try to address your questions directly related to a particular motion at the appropriate time of the meeting. We will save general questions for the question-and-answer period following the formal business. We were unable to -- if we are unable to address your question during the meeting, a member of our management team will follow up directly with you after the meeting. We will conduct the voting by virtual poll. Every eligible shareholder has 1 vote per share that can be voted on each matter. The poll will be open for all resolutions at the same time. You can choose to vote each resolution immediately or wait until the discussion concludes on each resolution prior to casting your vote. Following discussion of each item, you will have additional time to enter your vote before the voting is declared closed for all resolutions. There are several matters on our agenda this morning to move things efficiently, 2 of our shareholders have agreed to make and second our formal motions. We will now proceed with the business of the annual meeting, starting with the appointment of the scrutineers. Computershare Trust Canada is the transfer agent and register of the company and is represented here today by [ Chris Parsons ]. If there is no objection, I appoint him to act as scrutineer. As scrutineer, he will report on the number and percentage of shares represented at this meeting and record and report on the votes cast on any poll that may be taken. You've all received notice calling the meeting. Jackie Moore will report on the mailing of that notice.

The notice calling this meeting was mailed on March 20, 2026. And to all shareholders of record as of the close of business on March 13, 2026, and has been provided to each director and to the auditors of the company.

A copy of the notice and proof of mailing will be filed with the minutes of this meeting. I am advised by the scrutineer that a quorum is present today. Jackie, can you please read the scrutineers' interim report?

Today, we have 507 shareholders holding over 842 million common shares represented at the meeting. This represents over 71% of the issued and outstanding shares.

With that, I declare the meeting regularly called and properly constituted for the transaction of business. The 2025 annual report, which includes the financial statements for the year ended December 31, 2025, and the auditor's report has been tabled. It is accessible in the documents tab on today's meeting platform. The annual report was mailed to shareholders who requested the report. I will now move to matters to be voted upon, and I declare the polls open on all resolutions. The first item of business to be voted on is the election of directors. Under Suncor's bylaws, the number of directors to be elected, shall be the number of directors then in office or such other number as has been determined by the Board. The Board has determined that 10 directors will be elected at the meeting. Of the 10 directors nominated, 9 are independent and 1, Rich Kruger, is a member of management. Their backgrounds and experiences are described in Suncor's circular. The circular is also accessible in the documents tab on today's meeting platform. May I have a motion to nominate for election to the Board of Directors the candidates named in Suncorp Circular.

Good morning. My name is [Christine Randall], and I'm a Suncor shareholder. I move to nominate the following candidates for election as directors. Ian Ashby, Patricia Bedient, Russell Girling, Jean Paul Gladu, Richard Kruger, Brian MacDonald, Lorraine Mitchelmore, Jane Peverett, Christopher Seasons, Jacqueline Sheppard.

Thank you, Christine. Can I add a seconder for that motion.

My name is [ Mila ], and I am a Suncor shareholder. I second the motion.

Thank you, Matilda. I declare the nominations closed. Ten directors are to be elected at this meeting, and 10 persons have been nominated. I'll pause now and see if there's any questions directly related to the election of directors. Hearing none, Jackie will now give the additional instructions on the voting procedure.

On this vote, all shares for which proxies in favor of management have been received will be voted in accordance with those instructions. The 10 nominees named in the circular are listed on your screen. -- to vote for each director, please complete the ballot by clicking either for or against in the appropriate spot beside the name of each nominee.

So please cast your votes on the point -- on the appointment of directors. [Voting]

As I mentioned earlier, you may submit your vote on the election of directors now or wait until the end of all the motions before submitting them at the same time. We will recede to the next item on the agenda. The next item of business is the appointment of the independent auditors. Management has proposed that KPMG LLP be appointed as the company's auditors. Can I have a motion to appoint KPMG LLP as auditors.

My name is Christine Randall, and I move that KPMG LLP be appointed auditors of Suncor Energy Inc. to hold office until the next Annual Meeting of Shareholders or until a successor is appointed.

Thank you, Christine. Can I have a seconder for that motion?

My name is Matilda , and I second the motion.

Thank you, Matilda. Any questions directly related to the appointment of the auditors. Again, please cast your votes on the appointment of the auditors. [Voting]

And we will now proceed to the next agenda item. The next item of business is an advisory vote on our approach to executive compensation. These types of advisory votes are often called say-on-pay resolutions. The results are considered nonbinding, but allow shareholders to ensure their views are made known to the Board for consideration in the company's approach to compensation in the future. The form of the motion set out in the circular aligns with the recommended best practice of the Canadian Coalition for -- good Governance. May I now ask for a motion.

My name is Christine Randall, and I move on an advisory basis and not to diminish the role and responsibilities of the Board of Directors that the shareholders accept the approach to executive compensation disclosed in Suncor's Circular.

Thank you, Christine. Can I have the seconder for that motion?

5 My name is Matilda, and I second the motion.

Thank you, Matilda. You've heard the motion. Are there any questions or comments? We have received proxies representing a total of 94.72% of the votes cast on this motion, which direct that they be voted in favor of our approach to executive compensation. Please cast your votes on our approach to executive compensation. [Voting]

We'll now proceed to the next item on the agenda. The next item of business is the consideration of the shareholder proposal received from the British Columbia Investment Management Corporation as a primary filer and Addenda Capital and the University pension plan of Ontario as co-filers. I understand that a representative of British Columbia Investment Management Corporation, Anne-Marie Gagnon is in our tenants to speak to that today. I may ask that you now share your remarks and Marie and make a motion to approve the proposed resolution set forth in Page A-1 of Schedule A to Suncor Circular.

Mr. Chairman, members of the Board, fellow shareholders, good morning. My name is Anne-Marie Gagnon. I am a Director of ESG at the British Columbia Investment Management Corp., a long-time shareholder of Suncor Energy. So BCI has constructively engaged with Suncor for more than a decade on fundamental and sustainability matters, both individually and collaboratively as part of climate action and Plus. So with this history, we highlight our appreciation of the recent operational, financial and safety performance of the company. So while we've had productive meetings with Board of Directors and Chair prior to 2024, the filing of the proposal follows more than 2 years of multiple and successful requests to meet with directors. So the proposal filed by BCI with Addenda Capital and the University pension plan as co-finder requests enhanced disclosure detailing the company's governance processes and controls used to monitor, manage and oversee carbon-related risks and opportunities. So although the proponents were not given an opportunity to engage with the company and the proposal, we believe our request is a modest accountability expectation, especially considering Suncor's history of TCFD-ISSB and CSSB support. So based on public disclosure, the Board governance of climate risks has materially changed in recent years. So for example, carbon was the only principal risk under the responsibility of at least 1 Board committee and the 2025 annual risk review. And in the 2026 proxy circular, carbon has been removed as a stand-alone principal risk and only carbon regulations are now captured as a subset of government risk. So despite recent changes to regulatory and geopolitical environments, shareholders require additional information to ensure continued oversight beyond only regulatory compliance. So access to capital, investor demands, operational efficiency, physical risks and strategy resilience need to be evaluated under both short- and long-term scenarios. Secondly, while we do recognize risks introduced by the anti greenwashing provisions of the Canadian Competition Act, the proposal does not request emissions performance data, metrics, targets or forward-looking strategy. In our view, descriptions of oversight structures and governance processes or not environmental benefit claims and do not pertain to environmental performance. Finally, requested reporting could be part of any standard securities filings or voluntary disclosure, hence minimizing the reporting burden. So in conclusion, I move that the proposed resolution as set forth on Page A-1 of Schedule of management proxy circular of Suncor Energy Inc. in respect of its 2026 Annual Meeting of Shareholders, be approved. Thank you.

Thank you, Anne-Marie. Can I have a seconder for that motion?

My name is Matilda, and I second the motion.

Thank you, Matilda. Suncor uses our current regulatory filings and reports to disclose information about governance and oversight of climate-related risk. The issuance of additional -- of an additional report would be redundant and require significant company resources. We are and intend to remain in full compliance with all legal, regulatory and industry reporting obligations with respect to our governance and oversight of climate-related risks. Suncorp's full response to this proposal is set forth in the management proxy circular. Suncor's Board and management have recommended that shareholders vote against this motion. You've heard the motion. We've been seconded. Are there any questions or comments on the motion? If there aren't further questions or comments, we will now vote on the matter by ballot. We have received proxies representing a total of about 80.39% and the votes cast on this motion, which direct that they be voted against shareholder proposal #1. We will follow the same ballot procedure as described by the Corporate Secretary earlier. Please complete the ballot by clicking either for or against in the appropriate spot beside shareholder proposal #1. [Voting]

We'll now complete the business of the meeting. The Secretary will give the results for the -- from the report on the proxies.

Thanks, Russ. On the election of directors, all directors received over 92% of the votes in favor. On the appointment of auditors, we received over 99% of the votes in favor of the appointment of KPMG and LLP as auditors. On the advisory resolution on the approach to executive compensation, we received 94.72% of the votes in favor of the resolution. On shareholder proposal #1, we received over 80% of the votes against the proposal. The final voting results will be filed on SEDAR us today and the final scrutineers' report will be incorporated into the minutes of the meeting.

I declare that the Board of Directors will consist of the 10 nominees named in the circular. I declare that the shareholders have approved the appointment of KPMG LP as auditors. I declare that the shareholders have accepted the approach to executive compensation disclosed in Suncor Circular. And I declare the shareholders have not approved the resolution proposed in shareholder proposal #1. If there are no other matters to be properly brought before this meeting today, may I have a motion that the formal part of this meeting be terminated.

My name is Christine Randall, and I move the meeting be terminated.

Thank you, Christine. Can I have a seconder for that motion?

My name is Matilda, and I second the motion.

Thank you Matilda. Ladies and gentlemen, I declare that the meeting be terminated. I will now turn the microphone over to Rich Kruger, Suncor's President and Chief Executive Officer, for some remarks.

Thank you, Mr. Chair. Over the past 3 years, Suncor has undergone a tremendous transformation, literally rebuilt brick by brick through leadership, strategy, structure and culture with the objective of creating an enduring team-based results-oriented high-performance enterprise. Our commitment and determination has translated into record results quarter after quarter, in particular in 2025 with the strongest performance in company history from safety to operational integrity to asset reliability to profitability, best ever across the company. And the market took notice rewarding us with Suncor ranked first in our peer group in 2024 and second in 2025 on share price appreciation with a 44% increase over those 2 years. Our improvement journey began with safety, the clearest indicator of organizational discipline and the foundation of operational excellence. Over the last 3 years, injuries and operational events are down 75% with 2025 being our safest year on record for the third consecutive year, making us one of the safest oil and gas companies in North America. That same discipline and determination was applied to our operations, where we delivered record-breaking results and asset utilization with upgraders at 99% and our refineries at 103%, well above industry benchmarks and the highest levels in company history. High reliability in turn, delivered record volumes with upstream production of 860,000 barrels a day refining throughput of 480,000 barrels a day and refined product sales of 623,000 barrels a day, all best ever. Capital spending was tightly managed with expenditures reduced to $5.7 billion, outperforming the midpoint of our guidance by $500 million, while executing our business plan as designed. Operating expenses were held steady at $13.2 billion despite higher volumes, combining high reliability and volume growth with cost discipline, the definition of operating leverage. All this translated into $5.8 billion in shareholder returns, $2.8 billion in dividends and $3 billion in share repurchases. We raised our dividend by 5% in November and repurchased shares at a steady $250 million per month from January to November, increasing to $275 million in the month of December. We delivered this consistent shareholder return profile despite a year of oil price volatility with WTI fluctuating between $55 a barrel and $80 a barrel in U.S. dollars throughout 2025, underscoring both the resilience of our integrated business model and our unwavering commitment to shareholders. Our performance in 2025 resonated with the market, driving a 19% share price appreciation outperforming the average of Suncor's 11 company peer group by a remarkable 14%. To put our performance in perspective, I'll return to our 2024 Investor Day, where we committed to a bold and ambitious 3-year plan, including $3.3 billion in incremental free funds flow per year, a USD 10 a barrel reduction in our corporate WTI breakeven, production growth of over 100,000 barrels a day, capital spending reduced to $5.7 billion and net debt reduced to $8 billion and the return of 100% of excess funds to shareholders. By year-end 2025, 2 years into a 3-year plan, we not only met but exceeded every one of those commitments a full year ahead of schedule. Trust and credibility and business and life are based on delivering on commitments and today, Suncor delivers. On March 31 of this year, we declared we're not done yet, unveiling a new 3-year plan to grow production by an additional 100,000 barrels a day, increased free funds flow by another $2 billion a year and reduce our WTI corporate breakeven by a further $5 a barrel to below $40 a barrel in U.S. dollar terms. How are we doing this? With strong, decisive leadership crystal clear priorities, collaboration and teamwork, embracing the industry best practices and by recognizing and rewarding our teams when they deliver. Central to our effort has been the development and implementation of a new operational excellence management system, a system we call OEMS, a playbook of 21 core operational work processes built on industry best practices, detailing how to achieve operational excellence. It has helped us reduce site-by-site performance variation while elevating overall performance, delivering a level of consistency and excellence unmatched in our history. In addition, to reinforce that we win and lose as a team, we redesigned our fundamental pay practices to reward team-based results-oriented high performance with revisions ranging from how employees' annual bonus payments are determined to the number of people who receive stock-based compensation each year. In each case, increasingly aligning compensation throughout the organization with the experience of our shareholders. You win, we win. You don't, we don't. This philosophy underscores our commitment to excellence to compete and win to continually raise the bar on performance standards and expectations to ensure that we are a company employees are proud to work for in a company shareholders are proud to own. With our uniquely integrated asset base and our value chain business model, our commitment to both operational and financial excellence transcends business cycles with reliable, ratable operational performance, generating similarly reliable, ratable cash flow. Cash flow to invest and grow shareholder value, while at the same time, returning value to our shareholders via dividends and buybacks. We believe Suncor's stock ownership should represent a foundational investment in an investor's portfolio, an investment that consistently and confidently deliver superior industry-leading returns in any and all business environment. That is what drives us. While we at Suncor remain acutely focused on what we can control, it is encouraging to see energy policy discussions in Canada, evolving in a more practical and balanced manner. There appears to be a growing recognition among policyholders and Canadians nationwide of long-term value and importance of the energy industry. The conversation is moving from whether Canada should more fully develop its resources to how Canada should do this. We have a resource base enviable throughout the world sufficient to create an energy superpower, but it will take national resolve to grow and compete globally with fiscal and regulatory policies to attract capital growth. For Canada, supplying growing levels of reliable, affordable and abundant energy is how we can strengthen at home and influence abroad, offering the world what it values. Returning to Suncorp. I'm proud of what we've accomplished and excited about what lies ahead. The best companies never stand still recognizing there is no finish line for excellence. To our shareholders, on behalf of Suncor's Board of Directors and the entire Suncorp team, thank you for your continued support and confidence in us. Mr. Chair, that concludes my comments.

Thank you, Rich. I'd now like to open up the floor to respond to any questions. We'll take questions submitted online. A reminder that only those who have logged in as registered shareholders or as proxy holders are able to ask questions. I had my microphone turned off there, so I will repeat that. Thank you, Rich. And I'd like to open the floor to respond to any questions. We'll take questions submitted online. A reminder that only those who have logged on in as registered shareholders or as proxy holders are able to ask questions. To do so, simply enter the question in the platform tool. We do have a couple of questions.

Yes, Mr. Chair, we have a question for the auditor. Auditing standards require the disclosure of critical audit matters, which communicate highly material areas that involved significant estimation uncertainty. In your audit of Suncor, how did you determine that decommissioning liabilities did not meet the threshold to be included as a critical audit matter? And what procedures did you perform to assess the sensitivity of these liabilities to core assumptions, such as expected asset lives or the discount rate?

Thank you, Jackie, and thank you for the question. I'd invite Shane Doig from KPMG to answer the question.

Thank you, sir. The provision for decommissioning liabilities in our judgment did not meet the threshold for being a critical audit matter in our 2025 audit as the estimates involved such as the expected asset life or the discount rate did not involve especially challenging, subjective or complex judgments. Based on our audit procedures, which were conducted in accordance with the standards of the Public Accounting Oversight Board, which included consideration of expected asset life and the discount life -- sorry, the discount rate, my apologies, we issued an unqualified opinion on the consolidated financial statements of Suncor.

Thank you.

We have received another question. As members of Suncor's Audit Committee you're responsible for overseeing the transparency of the company's financial reporting. In late 2025, the Alberta Mine Financial Security Program required Suncor and its fellow owners of the aging Syncrude mine to post $869 million in securities due to depletion of reserves. It is estimated that the regulator will collect $10.7 billion for the site over the coming years. Despite the scale of these obligations, Suncor's annual financial reporting for fiscal years 2024 and 2025 and failed to mention that these payments would be collected. How has the audit committee address this major oversight? Specifically, have you followed up with management to ask why these obligations were emitted from previous year's reports? And what concrete oversight measures is the committee implementing to ensure that future financial reports accurately disclose all upcoming regulatory payments?

Thank you, Jackie. And again, thank you for the question. I'll ask Troy Little, our CFO, to answer your question.

We reported in accordance with International Financial Reporting Standards and are required to make reasonable assumptions of future-oriented scenarios for the purposes of presenting our financial statements, including with respect to the mine financial security program. Mine financial security program deposits do not represent an additional economic obligation and are already reflected in the asset retirement obligation on our balance sheet. Our assumptions have been reviewed by our external auditor as part of their annual audit of the company's financial statement.

Thank you, Troy. And are there any more?

Mr. Chair, we have no more questions.

All right. Thank you. I'd like to thank everyone for \joining us today. We appreciate your continued interest in Suncor and your support. And we look forward to connecting with you again in the future. Thank you again. Stay safe, and have a great day.