​

CONTENTS

 

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 5, 2026 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://meetings.lumiconnect.com/400-534-929-087 (Meeting ID: 400-534-929-087; Password: suncor2026 (case sensitive)). Technical information regarding attendance is provided herein, refer to, “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: support-ca@lumiglobal.com.

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, registered shareholders and duly appointed proxyholders will have an opportunity to ask questions.

Many of our public documents, including our 2025 Annual Report, are available under the ‘Investors’ heading 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 ‘Sign up for news’ 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,

1   Management Proxy Circular 2026   Suncor Energy Inc.

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 5, 2026, 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 (to attend, refer to, “Q. How do I attend the meeting?” under “Meeting Participation, Voting and Proxies: Questions and Answers.”)

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 24) for the year ended December 31, 2025.

This Circular is dated February 25, 2026 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.

Management Proxy Circular 2026   Suncor Energy Inc.   2

Meeting Participation, Voting and Proxies: Questions and Answers

Meeting Participation, Voting and Proxies: Questions and Answers

​

Q.

How will I be able to participate in the meeting?

​

A. 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 formal portion of the meeting we will hold a Q&A session to answer the questions submitted by registered shareholders and duly appointed 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. The questions and answers from the Q&A session will be included in the replay posted on Suncor’s website following the meeting.

Suncor’s decision to continue hosting its annual meeting in a virtual format is supported by ease of attendance for shareholders, removal of venue capacity restrictions and logistical obstacles, ongoing opportunity for shareholder participation in the Q&A session, as well as technological ability and access to virtual meetings.

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.

Q.

How do I attend the meeting?

​

A. To attend the meeting log in online at https://meetings.lumiconnect.com/400-534-929-087 (Meeting ID: 400-534-929-087; Password: suncor2026 (case sensitive)). 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 5, 2026.

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: suncor2026 (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.”

3   Management Proxy Circular 2026   Suncor Energy Inc.

Duly appointed proxyholders: Computershare will provide the proxyholder with a username consisting of a four-letter appointee 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 online platform.

If shareholders (or their proxyholders) encounter any difficulties accessing the meeting during the check-in, they may attend the meeting by clicking “Guest” and completing the online form. The virtual platform is fully supported across Internet browsers and devices (desktops, laptops, tablets, and smartphones) running the most updated version of applicable software and plugins. Shareholders (or their proxyholders) should ensure that they have a strong Internet connection if they intend to attend and/or participate in the meeting. Participants should allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

Q.

Am I entitled to vote?

​

A. You are entitled to vote if you were a holder of common shares as of the close of business on March 13, 2026, the record date for the meeting. Subject to certain restrictions required by the Petro-Canada Public 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.

Q.

What am I voting on?

​

A. You will be voting on:

•

the election of directors of the corporation to hold office until the close of the next annual meeting of shareholders;

​

•

the appointment of KPMG LLP as auditor of the corporation to hold office until the close of the next annual meeting of shareholders;

​

•

the advisory resolution on the corporation’s approach to executive compensation disclosed in this Circular; and

​

•

a shareholder proposal (Shareholder Proposal No. 1) for the corporation to prepare a report detailing the corporation’s governance and oversight of its climate-related risks, as set forth on page A-1 of Schedule A of this Circular.

​

Q.

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

​

A. 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.

Q.

Who is soliciting my proxy?

​

A. 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 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.

Q.

How can I vote?

​

A. 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 in advance of the meeting by completing and submitting your proxy form using any of the methods described above.

Registered 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.

Management Proxy Circular 2026   Suncor Energy Inc.   4

Meeting Participation, Voting and Proxies: Questions and Answers

If your shares are not registered in your name but are registered in the name of 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.

Q.

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

​

A. If your shares are not registered in your name but are registered 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.

Q.

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

​

A. 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 (beneficial) 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 and return the form by following the 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?”.

Non-registered shareholders who do not object to their name being made known to the company may be contacted by our proxy solicitors to assist in conveniently voting their common shares directly by telephone. Suncor may also utilize the Broadridge QuickVoteTM service to assist such shareholders with voting their common shares.

Non-registered (beneficial) shareholders located in the United States: If you are a non-registered (beneficial) shareholder located in the United States, to vote at the meeting you must first obtain a valid legal proxy from your nominee and then request to be registered, by submitting a copy of your legal proxy to our transfer agent, Computershare. Requests for registration should be sent to: Computershare, Attention Proxy Department, 14th Floor, 320 Bay Street, Toronto, Ontario M5H 4A6, OR emailed at uslegalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 10:30 a.m. MDT on May 1, 2026. 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, 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?”.

Q.

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

​

A. By properly completing and returning a proxy, you are authorizing the person named in the proxy to virtually attend the meeting on your behalf 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 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 Circular;

​

•

FOR the appointment of KPMG LLP as auditor;

​

•

FOR the approach to executive compensation disclosed in this Circular; and

​

•

AGAINST Shareholder Proposal No. 1, as set forth in Schedule A of this Circular, for the corporation to prepare a report detailing the corporation’s governance and oversight of its climate-related risks.

​

Q.

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

​

A. 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 virtually attend and participate at the meeting as their proxyholder and vote their common shares MUST submit their form of proxy or voting instruction form,

5   Management Proxy Circular 2026   Suncor Energy Inc.

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-party proxyholder (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 1, 2026 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.

Q.

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

​

A. 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.

Q.

Can I revoke a proxy or voting instruction?

​

A. 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:

​

(a)

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

​

(b)

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.

Q.

Is my vote confidential?

​

A. 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: (i) the proxy contains a written comment clearly intended for management; (ii) in the event of a proxy contest or proxy validation issue; or (iii) if necessary to meet legal requirements.

Q.

How many shares are outstanding?

​

A. As of February 24, 2026, there were 1,186,910,947 common shares outstanding. We have no other class or series of voting shares outstanding.

As of February 24, 2026, 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.

Q.

How will meeting materials be delivered?

​

A. 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 voted on 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

Management Proxy Circular 2026   Suncor Energy Inc.   6

Meeting Participation, Voting and Proxies: Questions and Answers

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.

Q.

How can I request a paper copy of this Circular?

​

A. 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 contact our Investor Relations team at info@suncor.com.

Q.

What is electronic delivery?

​

A. 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.

Q.

How can I ask for electronic delivery?

​

A. 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 proxy package).

Non-registered (beneficial) shareholders can sign up for mail or electronic delivery of materials other than 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.

Q.

What if I have other questions?

​

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

7   Management Proxy Circular 2026   Suncor Energy Inc.

Business of the Meeting

Financial Statements

The audited consolidated financial statements of the corporation for the year ended December 31, 2025, 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 2025 Annual Report. Copies of the 2025 Annual Report may be obtained from the Corporate Secretary upon request. The 2025 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 eleven directors, with ten non-employee directors, including Russell Girling, Board Chair, and one member of management, Richard M. Kruger, President and Chief Executive Officer (CEO).

In accordance with our by-laws, the Board has determined that ten 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 nine 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 close of 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 9 to 15.

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. 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 2026   Suncor Energy Inc.   8

The Persons Nominated for Election as Directors Are:

 

9   Management Proxy Circular 2026   Suncor Energy Inc.

 

Management Proxy Circular 2026   Suncor Energy Inc.   10

 

 

11   Management Proxy Circular 2026   Suncor Energy Inc.

 

Management Proxy Circular 2026   Suncor Energy Inc.   12

 

13   Management Proxy Circular 2026   Suncor Energy Inc.

 

Management Proxy Circular 2026   Suncor Energy Inc.   14

 

​

(1)

See the Board of Directors Skills Matrix on page C-3.

​

(2)

Reflects the number of common shares, excluding fractional amounts, beneficially owned, or controlled or directed, directly or indirectly, by the director as at December 31, 2025 inclusive of common shares purchased by Suncor on behalf of the non-employee director. As at February 24, 2026, there had been no other changes to the share ownership of the directors from December 31, 2025, except for Mr. Gladu whose share ownership was 8,291 common shares as at February 24, 2026.

​

(3)

Reflects deferred share units (DSUs) granted to the directors. DSUs are not voting securities and exclude fractional amounts. DSUs were granted pursuant to the Suncor Deferred Share Unit Plan (the DSU Plan). See “Board of Directors Compensation – Equity Based Compensation.”

​

(4)

Reflects the number of common shares and DSUs held by the director multiplied by the closing price on the Toronto Stock Exchange (the TSX) of a common share on the final trading day of 2025 ($60.92).

​

(5)

Reflects the compliance status as at December 31, 2025 or, if the total value shown is below the ownership requirement, the deadline for compliance. See “Board of Directors Compensation – Equity Based Compensation – Share Ownership Guidelines” for information regarding the share ownership guidelines for non-employee directors. As President and CEO, Mr. Kruger is subject to separate share ownership guidelines. See “Compensation Discussion and Analysis – Our Approach to Executive Compensation – Executive Share Ownership Guidelines” for further information.

​

(6)

Mr. Girling was appointed to the Audit Committee effective August 27, 2025 as a result of Mr. Romasko’s resignation from the Board due to medical reasons effective August 8, 2025. Mr. Girling’s committee meeting attendance results reflect his attendance during his tenure on the Audit Committee. Prior to this date, as Chair of the Board, Mr. Girling was not a member of any standing committee.

​

(7)

Ms. Kneale joined the Board effective February 3, 2026. As a result, information relating to her 2025 Meeting Attendance, historical Annual Meeting Voting Results, and Common Shares and Share Units Held as at December 31, 2025, is not applicable.

​

(8)

Mr. Kruger is not a member of any standing committee and therefore his attendance is only recorded for meetings of the Board.

​

15   Management Proxy Circular 2026   Suncor Energy Inc.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

No proposed director is, as at the date hereof, or has been in the last ten years, a director, chief executive officer or chief financial officer of any company (including Suncor) that (a) was the subject of a cease trade order or similar order or an order that denied the company access to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued while the proposed director was acting in that capacity, or (b) was subject to a cease trade order or similar order or an order that denied the company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in that capacity.

No proposed director is, as at the date hereof, or has been in the last ten years, a director or executive officer of any company (including Suncor) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, other than Mr. Gladu, a current and proposed director, who was an officer of the Alaska – Alberta Railway Development Corporation (A2A Rail), which obtained creditor protection under Canadian insolvency proceedings which were initiated on June 18, 2021. Mr. Gladu ceased to be an officer of A2A Rail on June 2, 2021.

No proposed director has, within the last ten years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold their assets.

No proposed director has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Appointment of Auditor

Management and the Board propose that KPMG LLP be appointed as Suncor’s auditor until the close of the next annual meeting of shareholders. KPMG LLP has been Suncor’s auditor since March 1, 2019. Unless directed otherwise, the management nominees named in the form of proxy will vote FOR the appointment of KPMG LLP.

Fees paid and payable to KPMG LLP, the corporation’s auditor, for the years ended December 31, 2024 and 2025 are detailed below.

The nature of each category of fees is as follows:

Audit Fees. Audit Fees were for professional services rendered by the auditor for the audit of Suncor’s annual financial statements, or services provided in connection with statutory and regulatory filings or engagements.

Audit-Related Fees. Audit-Related Fees were for professional services rendered by the auditor for the review of quarterly financial statements and for the preparation of reports on specified procedures as they relate to audits of joint arrangements and attestation services not required by statute or regulation.

All Other Fees. All Other Fees relate to advisory services with respect to environmental, social and governance (ESG) criteria.

All services described beside the captions “Audit Fees”; and “Audit-Related Fees” were approved by the Audit Committee in compliance with paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act). None of the fees described above were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Regulation S-X under the Exchange Act. Further details respecting our auditor are provided in our AIF under the heading “Audit Committee Information.”

Management Proxy Circular 2026   Suncor Energy Inc.   16

 

Advisory Vote on Approach to Executive Compensation

The Board believes that shareholders should have the opportunity to fully understand the objectives, philosophy and principles that the Board has used to make executive compensation decisions.

Please carefully review the “Letter to Shareholders” beginning on page 22 and our “Compensation Discussion and Analysis” beginning on page 24 before voting on this matter. We encourage any shareholder who has comments on our approach to executive compensation to forward these comments to the Chair of the HR&CC c/o the Corporate Secretary, Suncor Energy Inc., P.O. Box 2844, 150 – 6th Avenue S.W., Calgary, Alberta, T2P 3E3. The “Compensation Discussion and Analysis” section discusses our compensation philosophy and approach to executive compensation, what our Named Executive Officers are paid and how their level of compensation is determined. This disclosure has been approved by the Board on the recommendation of the HR&CC.

At the meeting, shareholders will have an opportunity to vote on our approach to executive compensation through consideration of the following advisory resolution:

“RESOLVED, 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 the management proxy circular of Suncor Energy Inc. delivered in connection with its 2026 annual general meeting of shareholders.”

Unless directed otherwise, the management nominees named in the form of proxy will vote FOR the advisory resolution approving the approach to executive compensation disclosed in this Circular.

As this is an advisory vote, the results will not be binding upon the Board. However, in considering its approach to executive compensation in the future, the Board will take into account the results of the vote, together with feedback received from shareholders in the course of our engagement activities. If a significant number of shareholders oppose the advisory resolution, the Board will engage with shareholders (especially those who are known to have voted against it) to understand their concerns and will continue to review the company’s approach to executive compensation in the context of those concerns. Since instituting a vote on an advisory resolution on our approach to executive compensation in 2011, Suncor has received strong support from shareholders with an average of 93.45% of votes supporting the corporation’s recommended vote, including 98.50% of the votes cast in favour of the advisory resolution at the 2025 annual general meeting of shareholders. For additional information concerning the company’s shareholder engagement activities, please see “Terms of Reference – Shareholder Engagement” in Schedule C.

Shareholder Proposal No. 1

Set forth on page A-1 of Schedule A of this Circular is Shareholder Proposal No. 1 for the corporation to prepare a report detailing the corporation’s governance and oversight of its climate-related risks, which has been submitted for consideration at the meeting and the Board’s and management’s voting recommendations thereon. Unless directed otherwise, the management nominees named in the form of proxy will vote AGAINST Shareholder Proposal No. 1.

Other Business

Shareholders will vote on any other business as may properly be brought before the meeting. As of the date of this Circular, management is not aware of any other matters to be brought before the meeting.

17   Management Proxy Circular 2026   Suncor Energy Inc.

Board of Directors Compensation

Philosophy and Approach

Structure

Suncor’s North American energy peers, identified on page 30 (the Suncor Compensation Peers), used for benchmarking Suncor’s Board compensation structure are the same companies used for benchmarking senior executive compensation. Suncor’s rank, as compared to the Suncor Compensation Peers, in relation to revenue, assets and enterprise value, is also provided on page 30. The following tables display the Board compensation structure for 2025.

Board compensation was last updated in 2024 following an assessment by Willis Towers Watson (WTW), an independent external executive compensation advisor, that covered compensation components, mix and pay level for non-employee directors, including the Board Chair. No changes to Suncor’s director compensation program were made following WTW’s 2025 assessment.

The following table displays the compensation structure for 2025 for all non-employee directors.

Management Proxy Circular 2026   Suncor Energy Inc.   18

Board of Directors Compensation

Equity Based Compensation

Minimum Allocation to Equity. Equity based pay promotes greater alignment between directors and shareholders. At least 60% and up to 100% of the retainers and travel fees payable to non-employee directors must be equity based. Until share ownership guidelines are met, the minimum equity component is 80%.

Deferred Share Units and Common Shares. Suncor grants DSUs to non-employee directors, which may only be granted in lieu of cash fees on a value-for-value basis. DSUs cannot be redeemed until the director retires from the Board. When redeemed, each DSU is valued at the then current market price of Suncor’s common shares. DSUs remain an important component of director compensation, providing long-term alignment with shareholders’ interests.

Since 2023, directors have been offered an alternative form of equity-based compensation: shares purchased on the open market. In 2025, Ms. Bedient and Mr. Gladu elected to receive their equity-based pay in the form of common shares purchased on the open market. All other non-employee directors elected to continue to receive equity-based pay in the form of DSUs. Awards of DSUs and the purchase of common shares on the open market occur quarterly.

The value of equity received in DSUs is converted into a number of DSUs using the Market Value (as defined in the Deferred Share Unit Plan (DSU Plan)) based on the trading price, as stipulated in the DSU Plan. The value of equity received in common shares, after required withholdings are deducted, is used to purchase common shares on the open market. The number of shares acquired is dependent on the actual purchase price at the date of acquisition. Dividends paid on common shares acquired as part of Board compensation are used to purchase additional common shares on the open market. In the DSU Plan, dividends are notionally reinvested by crediting additional DSUs to the non-employee directors’ DSU account based on the amount of the dividend and the Market Value on the dividend payment date.

Share Ownership Guidelines. Share ownership guidelines are one way that non-employee directors demonstrate their commitment to Suncor’s long-term success and alignment with shareholder interests. Suncor periodically benchmarks its share ownership guideline levels to ensure they are in line with its peers. For 2025, share ownership guidelines were $1,740,000 for the Board Chair and $1,050,000 for all other non-employee directors. The level of ownership must be attained by each director by the end of the fifth year after election or appointment to the Board or the date an increase in the share ownership guideline is approved.

Suncor common shares and DSUs count toward the share ownership guidelines. For the purpose of determining compliance with share ownership guidelines, shares and DSUs are valued at the higher of the closing price on the TSX on December 31, 2025 and the acquisition cost. Shares purchased on behalf of directors as a component of compensation cannot be sold unless share ownership guidelines have been, and following the sale will continue to be, satisfied.

The following table provides the aggregate equity holdings of non-employee directors as at December 31, 2025. As at December 31, 2025, all non-employee directors, including the Board Chair, have met or are on track to meet the share ownership guidelines.

​

(1)

Suncor discontinued grants of stock options to non-employee directors effective January 1, 2009.

​

(2)

Includes common shares purchased on the open market on the non-employee director’s behalf.

​

(3)

Consists of DSUs issued under the DSU Plan and DSUs credited in respect of notional dividend reinvestment.

​

(4)

Value of common shares and DSUs is calculated based on the closing price on the TSX of a common share on December 31, 2025 ($60.92).

​

19   Management Proxy Circular 2026   Suncor Energy Inc.

(5)

Ms. Bedient is retiring in accordance with the retirement policy and is not standing for re-election at the 2026 annual meeting.

​

(6)

Ms. Kneale was appointed to the Board effective February 3, 2026 and has a compliance date of December 31, 2031.

​

(7)

Ms. Peverett was appointed to the Board effective September 5, 2023 and has a compliance date of December 31, 2028.

​

Committee Membership. The following table sets forth the current Board standing committee members, all of whom are non- employee independent directors.

​

(1)

As Chair of the Board, Mr. Girling is generally not a member of any standing committee. Mr. Girling’s appointment to the Audit Committee on August 27, 2025 was on an interim basis only, and he stepped down from the Audit Committee upon Ms. Kneale’s appointment thereto when she joined the Board effective February 3, 2026.

​

Total Compensation Summary. The following table provides information on the fees paid and total compensation paid to the non-employee directors for the year ended December 31, 2025.

​

(1)

Suncor does not provide stock options, pension benefits, non-equity incentives or other compensation to non-employee directors.

​

(2)

Ms. Kneale joined the Board effective February 3, 2026. Therefore, she is not included as part of the disclosures related to director compensation for 2025.

​

(3)

Share-based awards consist of DSUs and/or common shares purchased on the open market that are awarded in quarterly installments. The number of DSUs or common shares credited to each non-employee director’s account on each payment date is equal to one-quarter of the applicable retainer. Grant date fair market value for DSUs is calculated based on the common share price high and low average for the five trading days on the TSX immediately preceding the date of the quarterly award ($55.12, $52.68, $59.12 and $59.18, respectively). Common shares are valued at the purchase price paid on the respective exchange (TSX: $56.04, $51.66, $59.39, $60.87 CAD; NYSE: $39.01, $37.84, $42.62, $44.48 USD).

​

(4)

All Other Compensation includes expenses incurred for tax preparation services and were reimbursed to the non-employee director.

​

(5)

Mr. Romasko resigned from the Board due to medical reasons effective August 8, 2025. His annual retainer is pro-rated for service in 2025.

​

Management Proxy Circular 2026   Suncor Energy Inc.   20

Board of Directors Compensation

Share-Based Awards. The following table provides information about share-based awards outstanding for our non-employee directors as at December 31, 2025 and provides the value vested in relation to share-based awards held by our non-employee directors during the year ended December 31, 2025. Non-employee directors do not hold any option-based awards nor shares or units of shares that have not vested. Non-employee directors do not participate in any non-equity incentive plans.

​

(1)

Ms. Kneale joined the Board effective February 3, 2026. Therefore, she is not included as part of the disclosures related to director compensation for 2025.

​

(2)

Share-based awards consist of DSUs and/or common shares purchased on the open market that are awarded in quarterly installments. The number of DSUs or common shares credited to each non-employee director’s account on each payment date is equal to one-quarter of the applicable retainer. Grant date fair market value for DSUs is calculated based on the common share price high and low average for the five trading days on the TSX immediately preceding the date of the quarterly award ($55.12, $52.68, $59.12 and $59.18, respectively). Common shares are valued at the purchase price paid on the respective exchange (TSX: $56.04, $51.66, $59.39, $60.87 CAD; NYSE: $39.01, $37.84, $42.62, $44.48 USD).

​

(3)

Consists of DSUs issued under the DSU Plan including additional DSUs credited in respect of notional dividend reinvestment. DSUs vest immediately upon grant. As a result, all DSUs held by non-employee directors have vested but cannot be redeemed until they cease to hold office. The value is calculated based on the closing price on the TSX of a common share on December 31, 2025 ($60.92).

​

(4)

Mr. Romasko resigned from the Board due to medical reasons effective August 8, 2025. The value shown is as at August 7, 2025 using the closing price on the TSX of a common share on that date ($53.62).

​

Redemption of DSUs. DSUs may be redeemed only when a non-employee director ceases to hold office, on a date elected by that director prior to November 30 of the calendar year following such cessation. For directors subject to payment of U.S. federal tax, the redemption period to elect payout of the DSUs they hold commences on the first day of the calendar year following the year in which the non-employee director ceases to be a member of the Board, and ends on November 30 of that same year. However, no redemption will be permitted within the first six months following separation from service by a U.S. taxpayer who is considered a “specified employee.” The cash payment at redemption is calculated by multiplying the number of DSUs by the then-current market value of a common share on the TSX, as per the terms of the DSU Plan.

Director Hedging Prohibition. Pursuant to Suncor’s policies, directors are not permitted to engage in short selling in Suncor common shares or to purchase financial instruments (including, for greater certainty, puts, options, calls, prepaid variable forward contracts, equity swaps, collars or units of exchange-traded funds) that are designed to hedge or offset a change in the market value of Suncor common shares, DSUs or other securities of Suncor held by the director.

21   Management Proxy Circular 2026   Suncor Energy Inc.

Executive Compensation

Letter to Shareholders

To Our Fellow Shareholders:

On behalf of the HR&CC and the Board, we are pleased to share the company’s approach to senior executive compensation and how it aligns with company performance. Specifically, in determining compensation for the President and CEO, the Board of Directors considered company performance across key focus areas outlined below.

Company Performance. Suncor achieved exceptional performance in 2025, further building on the momentum of 2024 and 2023. Led by Rich Kruger, Suncor’s President and CEO, Suncor delivered record-breaking results in 2025 on safety and operations, including record upstream production, refining throughput, and refined product sales. Remarkably, the company met its 2024 Investor Day commitments a full year ahead of schedule, underscoring its focus, disciplined execution, and leadership.

Safety. Ensuring the continued safety of our workforce is our top priority.

✓

Our 0.02 lost time injury frequency is Suncor’s best-ever performance, with injuries down 42% year over year.

​

✓

Our 0.28 recordable injury frequency is Suncor’s best-ever performance, with injuries down 15% year over year.

​

✓

Our 0.09 process safety event rate is Suncor’s best-ever performance and represents a 31% year over year decrease.

​

Operational Reliability. Record-breaking results in both our upstream and downstream businesses.

✓

Record annual production of 860,000 barrels per day (bbls/d), 35,000 bbls/d above the midpoint of our initial 2025 guidance. Supported by record annual production at Fort Hills of 175,000 bbls/d and record annual production at Firebag of 245,000 bbls/d.

​

✓

Record annual upgrader utilization of 99%. Supported by annual utilization at Base Plant of 98% and record annual utilization at Syncrude of 100%.

​

✓

Record annual refining throughput of 480,000 bbls/d, 38,000 bbls/d above the midpoint of our initial 2025 guidance.

​

✓

Record annual refining utilization of 103%. Supported by record annual utilization at Montreal of 109% and record annual utilization at Sarnia of 105%.

​

✓

Record annual refined product sales of 623,000 bbls/d, 53,000 bbls/d above the midpoint of our initial 2025 guidance.

​

Financial. Our outstanding operational reliability drove equally strong financial performance.

✓

Adjusted funds from operations(1) of $12.8 billion and $6.9 billion in free funds flow(1).

​

✓

Expenses(2) of $13.2 billion is within 1.5% of 2024 despite significantly higher volumes and inflation.

​

✓

Returned $5.8 billion to shareholders: increased the quarterly dividend paid per share by 5% from 2024, totaling $2.8 billion and repurchased $3.0 billion in shares, or 4.4% of shares outstanding as at December 31, 2025.

​

Investor Day Commitments. We delivered our commitments one year early.

✓

Increased normalized free funds flow(1) by over $3.3 billion per year versus 2023.

​

✓

Reduced corporate WTI breakeven by over US$10 per barrel versus 2023.

​

✓

Increased upstream production by 114,000 bbls/d versus 2023.

​

✓

Reduced annual capital expenditures to $5.7 billion.

​

✓

Maintained net debt(1) below target of $8 billion (achieved in 2024) and continued returning 100% of excess funds to shareholders.

​

Suncor’s significant improvements through 2025 under Mr. Kruger’s leadership were recognized in Suncor’s share price appreciation of 19% in 2025, outperforming the average of Suncor’s Performance Share Units peers by 14%.

Compensation Outcomes.

The Board chose to maintain Mr. Kruger’s salary at $1,350,000, awarded an annual incentive payment of $3,908,250 which is above the target value due to the company’s exceptional 2025 performance and granted an annual equity award of $10,125,000.

Compared to our peers, Mr. Kruger’s target total direct compensation remains within a reasonable range around the median of our North American peer group when converting US-dollar pay at par and at recent market exchange rates.

(1)

Non-GAAP financial measures or contains non-GAAP measures. See the “Advisories” section.

​

(2)

“Expenses” means Suncor’s operating, selling and general (OS&G) expenses (for additional explanation see Suncor’s MD&A).

​

Management Proxy Circular 2026   Suncor Energy Inc.   22

Executive Compensation

Aligning with Shareholder Interests. In the Compensation Discussion and Analysis section that follows, we share detailed information on our pay-for-performance philosophy, compensation programs, governance practices, and compensation for Named Executive Officers (NEOs).

We extend our sincere thanks to the entire Suncor team for their contributions to an outstanding year and welcome shareholder feedback on our operations, policies, and practices, including executive compensation.

Sincerely

23   Management Proxy Circular 2026   Suncor Energy Inc.

Compensation Discussion and Analysis

2025 Named Executive Officers

The persons (the Named Executive Officers or NEOs) who are the focus of the Compensation Discussion and Analysis and who appear in the compensation tables are:

​

(1)

Mr. Little was appointed Chief Financial Officer effective November 1, 2025.

​

(2)

Ms. Powell’s role expanded effective November 1, 2025 to include Supply Chain in her portfolio as the SVP Operational Improvement and Support Services.

​

(3)

Mr. Smith served as Chief Financial Officer from May 9, 2023 until November 1, 2025. Thereafter, he served as Executive Advisor until his formal retirement on December 31, 2025.

​

Compensation Philosophy

At Suncor, our compensation programs support our vision to be Canada’s leading energy provider; respected for our people, performance, sustainability and relationships that together create valued-added contributions to society, communities, customers and shareholders. Our approach to executive compensation is informed by the following guiding principles:

Management Proxy Circular 2026   Suncor Energy Inc.   24

Executive Compensation

Compensation Governance

Board of Directors.  The Board oversees development of the overall strategic direction and policy framework for Suncor. This responsibility, in part, is discharged with the assistance of Board committees, including the HR&CC. Further details relating to Board committees can be found in Schedule C.

Human Resources & Compensation Committee.  Central to the role of the HR&CC is aligning executive compensation with the delivery of shareholder value. The role and operation of the HR&CC under its mandate includes assisting the Board annually in the areas of executive compensation, succession planning, incentive compensation plans and compensation governance. Key objectives in these areas include:

•

reviewing and approving the overall corporate goals and objectives of Suncor relevant to compensation of the CEO, and ensuring that they are supported by an appropriate executive compensation philosophy and program;

​

•

overseeing and approving incentive plan design and outcomes;

​

•

evaluating the performance of the CEO against approved goals and objectives, and recommending to the Board the total compensation for the CEO in light of that performance;

​

•

reviewing the CEO’s evaluation of the other senior executives’ performance;

​

•

approving total compensation of senior executives other than the CEO;

​

•

reviewing the succession planning process and results for senior executive roles;

​

•

reviewing NEO and other senior executive termination agreements and NEO termination obligations in relation to market practices and trends;

​

•

reviewing compensation programs using a risk assessment framework to help ensure Suncor’s compensation programs and practices do not encourage the taking of excessive or inappropriate risks;

​

•

reviewing, on a summary basis, any significant compensation, pension and benefit programs for employees generally, with consideration of accounting, tax, legal, regulatory, governance, cost and risk implications and the pay-for-performance relationship for variable pay;

​

•

overseeing management of the impact of workforce changes and the impact to culture alignment and plans and processes for promoting equity, inclusion and diversity; and

​

•

reviewing and recommending executive compensation disclosure to the Board for approval before Suncor publicly discloses this information.

​

The HR&CC fulfilled its mandate, as summarized in this section, in 2025.

All HR&CC members are independent directors. The HR&CC is currently comprised of the following members: Brian MacDonald (Chair), Ian R. Ashby, Jean Paul (JP) Gladu, Christopher R. Seasons, and M. Jacqueline Sheppard.

The HR&CC members have experience in leadership roles involving environment, health and safety and social performance, strong knowledge of the energy industry (all five with an energy industry background), a mix of functional experience and competency, and tenure as directors of various public companies. This background provides the HR&CC with the collective experience, skills and qualities to effectively support the Board in carrying out its mandate. Further information on HR&CC member experience and skills is provided in the inventory of Board member experience and competencies on page C-3 of Schedule C.

Executive Compensation Consultants.  Since 2024, the HR&CC has engaged WTW as its independent external executive compensation advisor. Prior to the appointment of WTW, the HR&CC’s executive compensation support was provided by both WTW and Meridian Compensation Partners through July 2024.

WTW provided consulting support and information in the following areas:

•

expertise and advice in the development of compensation policies and programs for executives and the Board;

​

•

provided updates on best practices, trends and emerging regulatory or governance matters related to executive compensation;

​

•

benchmarking Suncor compensation in the marketplace; and

​

•

support in conducting an annual risk assessment of Suncor’s compensation policies and programs.

​

The decisions made by the HR&CC may reflect factors and considerations other than as provided or recommended by our executive compensation consultant. During 2025, WTW met with the HR&CC Chair and attended relevant sections of HR&CC meetings as necessary. WTW attended in-camera sessions of the HR&CC as requested.

25   Management Proxy Circular 2026   Suncor Energy Inc.

WTW also supports management in the area of executive compensation and provides services in other human resources areas, including pensions and benefits. WTW has protocols in place to ensure that they are in a position to provide independent advice. WTW was originally retained by Suncor in February 2006.

The HR&CC verified WTW’s independence in 2025 based on the following:

•

WTW works on behalf of the enterprise with conclusions and recommendations shaped by what is appropriate for Suncor;

​

•

members of the executive compensation consulting team are not responsible for selling other services to Suncor and receive no incentive or other compensation based on the fees charged to Suncor for other services provided. The executive compensation consulting team is separate and distinct from the teams that assist Suncor management with other services provided;

​

•

the executive compensation consultants do not have a business or personal relationship with any of the committee members or management, and do not own Suncor shares other than possibly through mutual funds; and

​

•

WTW has strict protocols and processes to mitigate conflicts of interest, and all consultants are required to adhere to a code of conduct.

​

Executive Compensation-Related Fees

Executive compensation-related fees paid by Suncor in 2025 and 2024 to WTW are displayed in the following table:

All Other Fees

WTW’s Human Capital and Benefits practice has also assisted in certain matters related to pension and benefits, including, but not limited to, actuarial and accounting services. Total fees payable to WTW for the foregoing services were $2.4 million in 2025 and $1.9 million in 2024. Note that the above amounts exclude WTW services related to the Syncrude joint venture and its legacy retirement programs, which were $1.9 million in 2025 and $3.0 million in 2024.

The HR&CC pre-approves all material executive compensation-related fees paid. The HR&CC does not approve services provided by WTW that do not relate to executive compensation-related services.

Pay and Performance Overview

Pay Programs Are Supported by Key Governance Practices.  Suncor has implemented and maintains a number of key executive compensation governance practices that we believe are consistent with best practices, support our business objectives and align with shareholder interests.

Key practices

Management Proxy Circular 2026   Suncor Energy Inc.   26

Executive Compensation

​

(1)

The SERP closed to new entrants September 1, 2023. With Kris Smith’s retirement, only two NEOs remain as participants in the SERP.

​

Managing Compensation Risk. Suncor’s executive compensation policies and programs are designed to create appropriate incentives to increase long-term shareholder value. While the energy business by its nature requires some level of risk taking, Suncor maintains an effective combination of oversight procedures and compensation program risk mitigating features, including plan designs, policies, guidelines, and governance practices, that limit the potential for programs to encourage unacceptable and excessive risk taking. Key oversight procedures and risk mitigating features to support managing compensation risk are outlined below.

Oversight Procedures

Key Risk Mitigating Features

Executive Hedging Prohibition.  Pursuant to Suncor’s policies, executives are not permitted to hedge Suncor shares or equity awards and may not engage in short selling in Suncor shares or to purchase financial instruments (including, for greater certainty, puts, options, calls, prepaid variable forward contracts, equity swaps, collars or units of exchange-traded funds) that are designed to hedge or offset a change in the market value of Suncor’s common shares or other Suncor securities held by an executive.

Executive Share Ownership Guidelines.  Suncor strongly believes that executives’ interests should be aligned with the interests of Suncor’s shareholders. One of the key ways we reinforce this is by requiring executives to own Suncor common shares or share equivalents equal to a multiple of their annual base salary.

The share ownership guideline level must be achieved by the end of the fifth year after appointment to an executive position or promotion to a more senior executive position.

27   Management Proxy Circular 2026   Suncor Energy Inc.

Suncor common shares and DSUs count toward fulfillment of the share ownership guidelines. Beginning in 2025, unvested RSUs are also counted, provided that at least 25% of the ownership requirement is held in common shares and DSUs. Where share ownership guidelines have not been met within the prescribed period, executives must use the cash payout from their annual incentive award, a current vested RSU or PSU grant payout, or other cash resources to immediately satisfy any shortfall to the current share ownership guideline for their level. For the purpose of determining compliance with share ownership guidelines, shares, unvested RSUs and DSUs are valued at the higher of the closing price on the TSX on December 31, 2025 and the acquisition cost.

CEO Hold Requirement. Suncor requires its CEO to maintain their share ownership level for one year following retirement, which aligns with current good governance practices and shareholder interests.

Compliance with 2025 Guidelines and Total Value at Risk.  The following table sets forth the compliance of each NEO with the share ownership guidelines as a multiple of annual salary as at December 31, 2025. All NEOs are in compliance with their current share ownership guideline.

​

(1)

The holdings listed in the table exclude fractional shares.

​

(2)

The holding value and multiple of salary listed are based on the closing price of a common share on the TSX as at December 31, 2025 ($60.92).

​

(3)

Compliance is based on both multiple of salary and the minimum requirement that at least 25% of the ownership requirement is held in common shares and DSUs.

​

(4)

Reflects the requirements for each NEO’s current role.

​

(5)

Total Value at Risk includes shares, DSUs, unvested PSUs assuming target (100%) performance, unvested RSUs, and the “in-the-money” value of outstanding stock options using the closing price of a common share on the TSX as at December 31, 2025 ($60.92) and the exercise price of the option. Vested PSUs and RSUs, including those that vested on December 31, 2025, are excluded. This value is not used to evaluate Share Ownership Guideline compliance, and instead reflects the total value of shares and equity-based pay that fluctuates with the price of common shares.

​

Compensation Decision-Making.  The HR&CC maintains a structured annual decision-making process that involves management, the HR&CC and the Board to ensure compensation aligns with shareholder interests, rewards executives for performance achieved and enables Suncor to attract and retain talented executives. The steps below illustrate the performance and compensation planning process, which also includes consideration of market information, governance practices, trends and advice from our executive compensation consultants.

Step 1: Review pay philosophy, peer group and program design. Benchmark compensation levels and assess trends. Determine pay mix, pay at risk and establish compensation for the upcoming year.

Step 2: Review and approve corporate and business unit goals and metrics and CEO individual goals. Review and approve annual and longer-term compensation program results. Review disclosure of prior year compensation decisions and program results.

Step 3: Monitor company progress and evaluate in-year performance under compensation programs.

Step 4: Evaluate company and CEO performance and determine compensation that will be recommended to the Board. Review and approve compensation for other senior executives.

Approach to Executive Compensation

Total Direct Compensation Components.  Total direct compensation, made up of base salary, an annual incentive and mid- to long-term incentives, is designed to reward short-term results and achievement of sustained longer-term performance in key business areas that enable the operational and financial results that are important to our shareholders.

Management Proxy Circular 2026   Suncor Energy Inc.   28

Executive Compensation

The percentage of variable, performance-contingent total direct compensation increases with greater levels of responsibility. The elements of total direct compensation, as well as other compensation and benefit related elements, are outlined below.

29   Management Proxy Circular 2026   Suncor Energy Inc.

Defining Our Marketplace.  As Canada’s largest integrated energy company and the third largest in North America by enterprise value as at December 31, 2025, size and business scope are key criteria in defining the marketplace and peer companies used to establish competitive compensation levels for our executives.

To ensure competitive compensation, our HR&CC-approved peer group is comprised of 15 North American companies of comparable size and complexity, and which are representative of our market for executive talent. The same peer group is used to benchmark Board compensation. In Canada, we include oil & gas companies, pipeline companies and other relevant companies in capital intensive industries, while in the U.S., we limit peers to energy companies with similar operations.

Senior executive total direct pay is targeted at the median of the Suncor Compensation Peers, which are identified below, with the flexibility to position pay where needed based on consideration of:

•

Individual experience, expertise, and contributions

​

•

Our relative size as we are larger than most of the Suncor Compensation Peers

​

•

Currency considerations arising from our North American market for talent

​

The peer group used to determine executive compensation for 2025 was updated to reflect recent market activity. Marathon Oil and Hess Corporation were included in the 2024 peer group and removed in 2025 due to acquisitions. To maintain the relevance and comparability of the peer group, Phillips 66 and Valero Energy Corporation were added as replacements for the 2025 peer group.

The chart below shows Suncor’s revenue, asset and enterprise value percentile rankings as compared to the Suncor Compensation Peers.

(1)

Where applicable, values are converted to Canadian dollars based on the exchange rate on December 31, 2025.

​

(2)

Revenue and Assets are based on information reported for the nine months ended September 30, 2025, and as at September 30, 2025, respectively. Enterprise Value is based on information reported as of December 31, 2025.

​

Management Proxy Circular 2026   Suncor Energy Inc.   30

Executive Compensation

Suncor also maintains a similar performance peer group that is used to determine relative TSR performance for our PSU grants as described on page 33. Differences from the Suncor Compensation Peers reflect the specific purpose of each group (i.e., benchmarking of executive pay versus comparing company shareholder return performance).

Compensation of the Named Executive Officers

2025 Total Direct Compensation. The 2025 base salary, annual incentive and long-term incentive awards for each NEO are described in the tables that follow in this section.

Base Salary.  During 2025, NEO base salaries were increased by the percentages displayed in the following table. The increases reflect their demonstrated capabilities and ensure that their base salaries are competitive with the market for their positions.

Annual Incentive Plan (AIP).  The Annual Incentive Plan supports a common view of our safety / environment, reliability and financial performance through the use of a single company-wide scorecard with eight metrics in three equally weighted categories with a maximum payout of 200% target. A minimum AFFO threshold must be achieved before any payout can be made under the AIP. This ensures overall program affordability.