Suncor Energy : 2023 Management Proxy Circular

Management Proxy Circular

Notice of 2023 Annual Meeting to be held on May 9, 2023

CONTENTS

• Invitation to Shareholders

• About this Management Proxy Circular

• Meeting Participation, Voting and Proxies: Questions and Answers

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

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

1. Shareholder Proposal
2. Board of Directors Compensation

1. Executive Compensation

1. Letter to Shareholders

25 Compensation Discussion and Analysis

37 Compensation of the Named Executive Officers

55 Termination Agreements and Change of Control Arrangements

57 Indebtedness of Directors, Executive Officers and Senior Officers

1. Summary of Incentive Plans

1. Claw Back Policy

1. Directors' and Officers' Insurance

1. Advance Notice By-law
2. Corporate Governance

1. Additional Information

1. Advisories

A-1 Schedule A: Shareholder

Proposal No. 1

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

C-1 Schedule C: Corporate Governance Summary

D-1 Schedule D: Position Description for Independent Board Chair

E-1 Schedule E: Director Independence Policy and Criteria

F-1 Schedule F: Board Terms of Reference

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

The annual general meeting (the meeting) of shareholders of Suncor Energy Inc. (the Corporation) will be held on May 9, 2023, at 10:30 a.m. Mountain Daylight Time (MDT). This year, the meeting will be conducted in a virtual-only format via live webcast online at https://web.lumiagm.com/430891657 (Password: suncor2023 (case sensitive)).

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

The meeting will have the following purposes:

• to receive the audited consolidated financial statements of the Corporation for the year ended December 31, 2022, together with the notes thereto and the auditor report thereon;
• to elect directors of the Corporation to hold office until the close of the next annual meeting;
• to appoint the auditor of the Corporation to hold office until the close of the next annual meeting;
• to consider and, if deemed fit, approve an advisory resolution on the Corporation's approach to executive compensation;
• to consider a shareholder proposal regarding the production of a report outlining how the Corporation's capital expenditure plans align with its 2030 emissions reductions target, as set forth in Schedule A of the accompanying management proxy circular; and
• to transact such other business as may properly be brought before the meeting or any continuation of the meeting after an adjournment or postponement.

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

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

135 West Beaver Creek, P.O. Box 300, Richmond Hill, Ontario, L4B 4R5, at any time prior to 10:30 a.m. MDT on May 5, 2023 or, in the case of any adjournment or postponement of the meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the adjourned or postponed meeting.

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

Shareholders registered at the close of business on March 14, 2023, will be entitled to receive notice of and vote at the meeting.

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

Jacqueline Moore

Chief Legal Officer, General Counsel and Corporate Secretary

March 24, 2023

Calgary, Alberta

Invitation to Shareholders

Dear Shareholder:

On behalf of the board of directors (the Board), management and employees of Suncor Energy Inc. (the corporation), we invite you to attend our annual general meeting (the meeting) of shareholders on May 9, 2023 at 10:30 a.m. Mountain Daylight Time. This year, we will hold the meeting in a virtual- only format, which will be conducted via live webcast online at https://web.lumiagm.com/430891657 (Password: suncor2023 (case sensitive)). Technical information regarding attendance is provided below in the section, "Q. How do I attend the meeting?" under "Meeting Participation, Voting and Proxies: Questions and Answers." Technical support is provided in the Virtual Meeting User Guide that will be sent to registered holders with their proxy packages and posted on Suncor's website, technical support can also be accessed at: [e-mail].

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

Your participation at this meeting is very important to us. We encourage you to vote by following the instructions in the form of proxy or voting instruction form provided to you, or by voting at the virtual meeting. Following the formal portion of the meeting, management will review the corporation's operational and financial performance for 2022 and provide an outlook on priorities for 2023 and beyond. You will also have an opportunity to ask questions.

Many of our public documents, including our 2022 Annual Report, are available in the Investor Centre on our website located at www.suncor.com. We encourage you to visit our website during the year for information about the corporation, including news releases and investor presentations. To ensure you receive all the latest news relating to the corporation, including the speeches of senior executives, you can use the 'Email Alerts' subscribe feature on the corporation's website. Additional information relating to the corporation is also available under the corporation's profile on SEDAR at www.sedar.com or EDGAR at www.sec.gov.

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

Yours sincerely,

Michael M. Wilson	Kris P. Smith
Chair of the Board	Interim President and Chief Executive Officer

Management Proxy Circular 2023 Suncor Energy Inc. 1

About this Management Proxy Circular

You are invited to attend the annual general meeting (the meeting) of holders (shareholders) of common shares (common shares or shares) of Suncor Energy Inc. to be held on May 9, 2023, at 10:30 a.m. Mountain Daylight Time (MDT) for the purposes indicated in the accompanying notice of annual general meeting of shareholders. The meeting will be conducted in a virtual-only format via live webcast online at https://web.lumiagm.com/430891657 (Password: suncor2023 (case sensitive)).

This management proxy 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 25) for the year ended December 31, 2022.

This management proxy circular is dated March 24, 2023 and all information contained in this management proxy circular is given as of such date, unless stated otherwise.

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

Forward-Looking Information and Risks

This management proxy circular contains forward-looking information based on Suncor's current expectations, estimates, projections and assumptions. This information is subject to a number of risks and uncertainties, including those discussed in Suncor's Annual Information Form for the year ended December 31, 2022 (the AIF), Suncor's Management's Discussion and Analysis for the year ended December 31, 2022 (the MD&A), and Suncor's other disclosure documents, many of which are beyond the corporation's control. Readers are cautioned that actual results may differ materially from those expressed or implied by forward-looking information contained herein. Refer to the "Advisories" section of this management proxy circular for information on the material risk factors and assumptions underlying the forward-looking information contained in this management proxy circular.

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

Non-GAAP Financial Measures

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

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

Measurement Conversions

Suncor converts certain natural gas volumes to barrels of oil equivalent (boe) on the basis of one barrel (bbl) for every six thousand cubic feet (mcf) of natural gas. Any figure presented in boe may be misleading, particularly if used in isolation. A conversion ratio of six mcf of natural gas to one bbl of crude oil is based on an energy equivalency conversion method primarily applicable at the burner tip and does not necessarily represent a value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, conversion on a 6:1 basis may be misleading as an indication of value. In this management proxy circular, references to "bbls/d" mean thousands of barrels per day and "boe/d" mean thousands of barrels of oil equivalent per day.

Website References

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

2 Management Proxy Circular 2023 Suncor Energy Inc.

Meeting Participation, Voting and Proxies: Questions and Answers

This management proxy circular is provided in connection with the solicitation by or on behalf of management of Suncor of proxies to be used at the annual general meeting of shareholders of Suncor. It is expected that solicitation will be primarily by mail, but proxies may also be solicited personally, by telephone or other similar means by Suncor employees or agents. Custodians and fiduciaries will be supplied with proxy materials to forward to beneficial owners of Suncor common shares and normal handling charges will be paid by Suncor for such forwarding services.

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

To be valid, proxy forms must be dated, completed, signed and deposited with our transfer agent and registrar, Computershare Trust Company of Canada (Computershare): (i) by mail using the enclosed return envelope or one addressed to Computershare Trust Company of Canada, Proxy Department, 135 West Beaver Creek, P.O. Box 300, Richmond Hill, Ontario, L4B 4R5;

or (ii) by hand delivery to Computershare, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1. Additionally, you may vote by using the internet at www.investorvote.com or by calling 1-866-732-VOTE (8683). Your proxy instructions must be received in each case no later than 10:30 a.m. MDT on May 5, 2023, or, in the case of any adjournment or postponement of the meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the adjourned or postponed meeting. The time limit for deposit of proxies may be waived or extended by the chair of the meeting at his or her discretion, without notice. Please read the following for commonly asked questions and answers regarding meeting participation, voting and proxies.

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

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

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

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

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

1. How do I attend the meeting?

1. To attend the meeting log in online at https://web.lumiagm.com/430891657. 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 9, 2023.

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: suncor2023 (case sensitive) OR if you are a non-registered (beneficial) shareholder, select "I am a guest" and complete the online form.

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

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

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

It is important that you are connected to the internet at all times during the meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the meeting. You should allow yourself ample time to check into the meeting.

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

Management Proxy Circular 2023 Suncor Energy Inc. 3