Exhibit 99.1

CONTENTS

	1			Invitation to Shareholders
	2			About this Management Proxy Circular
	3			Meeting Participation, Voting and Proxies: Questions and Answers
	8			Business of the Meeting
	8			Financial Statements
	8			Election of Directors
	16			Appointment of Auditor
	17			Advisory Vote on Approach to Executive Compensation
	17			Shareholder Proposal No. 1
	18			Board of Directors Compensation
	22			Executive Compensation
	22			Letter to Shareholders
	24			Compensation Discussion and Analysis
	31			Compensation of the Named Executive Officers
	42			Termination Agreements and Change of Control Arrangements
	44			Indebtedness of Directors, Executive Officers and Senior Officers
	44			Summary of Incentive Plans
	47			Claw Back Policy
	47			Directors’ and Officers’ Insurance
	47			Advance Notice By-law
	47			Corporate Governance
	48			Additional Information
	48			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: Board Terms of Reference

TABLE OF CONTENTS

	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 5, 2026, at 10:30 a.m. Mountain Daylight Time (MDT). The meeting will be conducted in a virtual-only format via live webcast online at https://meetings.lumiconnect.com/400-534-929-087 (Meeting ID: 400-534-929-087; Password: suncor2026 (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, 2025, together with the notes thereto and the auditor report thereon; • to elect directors of the corporation to hold office until the close of the next annual meeting of shareholders; • to appoint the auditor of the corporation to hold office until the close of the next annual meeting of shareholders; • to consider and, if deemed fit, approve an advisory resolution on the corporation’s approach to executive compensation; • to consider a shareholder proposal for the corporation to 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 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 7 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, 14th Floor, 320 Bay Street, Toronto, Ontario M5H 4A6, at any time prior to 10:30 a.m. MDT on May 1, 2026 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 13, 2026, will be entitled to receive notice of and vote at the meeting. By order of the Board of Directors of Suncor Energy Inc. Jacqueline Moore General Counsel and Corporate Secretary February 25, 2026 Calgary, Alberta

TABLE OF 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,


	Russell Girling Chair of the Board			Richard M. Kruger President and Chief Executive Officer

1 Management Proxy Circular 2026 Suncor Energy Inc.

TABLE OF CONTENTS

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.

	Forward-Looking Information and Risks This Circular contains forward-looking information based on Suncor’s current expectations, estimates, projections and assumptions. This information is subject to a number of risks and uncertainties, including those discussed in Suncor’s Annual Information Form for the year ended December 31, 2025 (the AIF), Suncor’s Management’s Discussion and Analysis for the year ended December 31, 2025 (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 the forward-looking information contained herein. Refer to the “Advisories” section of this Circular for information on the material risk factors and assumptions underlying the forward-looking information contained in this Circular. The corporation’s business, reserves, financial condition and results of operations may be affected by a number of factors, including, but not limited to, the factors described in the “Advisories” section of this Circular. Non-GAAP Financial Measures and Ratios Certain financial measures and ratios in this Circular – namely free funds flow (FFF), normalized free funds flow, adjusted funds from operations (AFFO), and measures contained in return on capital employed (ROCE) – are not prescribed by generally accepted accounting principles (GAAP). Refer to the “Advisories” section of this Circular. These non-GAAP financial measures and ratios are used by management to analyze business performance, leverage and liquidity.
	These non-GAAP financial measures and ratios do not have any standardized meaning under GAAP and are therefore unlikely to be comparable to similar measures presented by other companies. Therefore, these non-GAAP financial measures and ratios should not be considered in isolation or as a substitute for financial measures or ratios prepared in accordance with GAAP. Website References Information contained in or otherwise accessible through Suncor’s website and other websites, though referenced herein, does not form part of this Circular and is not incorporated by reference into this Circular.

Management Proxy Circular 2026 Suncor Energy Inc. 2

TABLE OF CONTENTS

Meeting Participation, Voting and Proxies: Questions and Answers

This Circular is provided in connection with the solicitation by or on behalf of management of Suncor of proxies to be used at the annual general meeting of shareholders of Suncor. It is expected that solicitation will be primarily by mail, but proxies may also be solicited personally, by telephone or other similar means by Suncor employees or our strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors (Kingsdale). The cost of any such solicitation will be paid by the company. Custodians and fiduciaries will be supplied with proxy materials to forward to beneficial owners of Suncor common shares and normal handling charges will be paid by Suncor for such forwarding services.

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

To be valid, proxy forms must be dated, completed, signed and deposited with our transfer agent and registrar, Computershare Trust Company of Canada (Computershare): (i) by mail using the enclosed return envelope or one addressed to Computershare Trust Company of Canada, Proxy Department, PO BOX 4588 STN A, Toronto ON, M5W 9Z9; or (ii) by hand delivery to Computershare, 14th Floor, 320 Bay Street, Toronto, Ontario M5H 4A6. Additionally, you may vote by using the internet at www.investorvote.com or by calling 1-866-732-VOTE (8683). Your proxy instructions must be received no later than 10:30 a.m. MDT on May 1, 2026, 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.

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.

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.

TABLE OF CONTENTS

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.

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.

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.

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.

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.

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

TABLE OF CONTENTS

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.

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.

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?”.

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.

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.

TABLE OF CONTENTS

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.

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.

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:

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

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.

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.

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.

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

TABLE OF CONTENTS

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.

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.

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.

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.

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.

	Shareholder Proposals
	Eligible shareholders should direct any proposals they plan to present at the 2027 annual meeting of shareholders to our Corporate Secretary. To be included in our 2027 management proxy circular, the proposal must be received at Suncor Energy Inc. at P.O. Box 2844, 150 – 6th Avenue S.W., Calgary, Alberta, Canada T2P 3E3 between December 7, 2026, and February 4, 2027.

	Webcast Posting after Meeting
	A recording of the meeting will be available on www.suncor.com following its completion.

7 Management Proxy Circular 2026 Suncor Energy Inc.

TABLE OF CONTENTS

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

TABLE OF CONTENTS

The Persons Nominated for Election as Directors Are:

Ian R. Ashby
68

Tinbeerwah, Queensland, Australia

Ian R. Ashby is the former President of BHP Billiton’s iron ore customer sector group. Mr. Ashby has almost 40 years of experience in the mining industry, including 25 years in a wide variety of roles with BHP Billiton in its iron ore, base metals and gold businesses in Australia, the USA, and Chile, as well as project roles in the corporate office, ultimately leading the company’s iron ore business. Since retiring from BHP Billiton in 2012, Mr. Ashby has taken on a number of advisory and board roles with other mining and related organizations. He currently serves as an independent director on the board of Anglo American plc. He has served as a director on the boards of IAMGOLD Corporation, New World Resources PLC, Genco Shipping & Trading, Nevsun Resources Ltd., and Alderon Iron Ore Corp. He has also served in an advisory capacity with Apollo Global Management and Temasek. Mr. Ashby holds a bachelor of engineering (Mining) degree from the University of Melbourne in Australia.

Skills and Experience(1)

Mining, Finance / Capital Markets, Operations / EHS, Technology / Innovation, Strategy / Risk Management

Director since July 18, 2022 – Independent

Suncor Board and Board Standing Committees Meeting Attendance

Meeting
Attendance

Annual Meeting Voting Results

Other Public
Company Boards

Board of Directors

7 of 7

100%

Year

Votes in Favour

Anglo American plc

Environment, Health, Safety and Sustainable Development

4 of 4

100%

2025

98.77%

Human Resources and Compensation

5 of 5

100%

2024

99.88%

Common Shares and Share Units Held as at December 31, 2025

Common Shares(2)

DSUs(3)

Total Common
Shares and DSUs

Total Value of Common Shares and
DSUs ($)(4)

Share Ownership Target Compliance or Compliance Date(5)

—

30 414

1 852 821

Target Met at 1.8 x

Russell Girling
63

Calgary, Alberta, Canada

Russell (Russ) K. Girling was the President and Chief Executive Officer of TransCanada Pipelines Limited and TC Energy Corporation (TC Energy), a North American energy infrastructure company, from 2010 until his retirement on December 31, 2020. Mr. Girling joined TC Energy in 1994 and held progressively senior roles during his 26 years with the company, including seven years as Chief Financial Officer. Prior to joining TC Energy in 1994, he worked at Suncor, Northridge Energy Marketing and Dome Petroleum. Mr. Girling is a director and Chair of the board of Nutrien Ltd. Until December 31, 2020, Mr. Girling was a member of the U.S. National Petroleum Council, the U.S. Business Roundtable, and served as a director of the American Petroleum Institute, the Business Council of Canada and the Business Council of Alberta. Mr. Girling is a graduate of the Institute of Corporate Directors Education Program and holds a Bachelor of Commerce and a Master of Business Administration (Finance) from the University of Calgary.

Skills and Experience(1)

Energy, CEO Experience, Finance / Capital Markets, Operations / EHS, Technology / Innovation, Government / Public Policy / Indigenous Relations, Strategy / Risk Management, Talent Management / Executive Compensation, Governance

Director since May 4, 2021 – Independent

Suncor Board and Board Standing Committees Meeting Attendance(6)

Meeting
Attendance

Annual Meeting Voting Results

Other Public
Company Boards

Board of Directors

7 of 7

100%

Year

Votes in Favour

Nutrien Ltd.

Audit Committee

1 of 1

100%

2025

97.06%

2024

97.40%

Common Shares and Share Units Held as at December 31, 2025

Common Shares(2)

DSUs(3)

Total Common Shares and DSUs

Total Value of Common
Shares and
DSUs ($)(4)

Share Ownership Target Compliance or Compliance Date(5)

78 602

47 261

125 863

7 667 574

Target Met at 4.4x

9 Management Proxy Circular 2026 Suncor Energy Inc.

TABLE OF CONTENTS

Jean Paul (JP) Gladu
52

Sand Point First Nation, Ontario, Canada

JP Gladu is currently Principal of Mokwateh, an Indigenous consulting firm, and previously served as the President and CEO of the Canadian Council for Aboriginal Business for approximately eight years. Mr. Gladu also serves as the Chief Business Development Officer of Mekapisk EnviroBlu, an Indigenous-owned company. Mr. Gladu has 35 years of experience in the natural resource sector including working with Indigenous communities and organizations, environmental non-government organizations, industry and governments from across Canada and the globe. He currently serves on the board of Superior Plus Corp. He also sits on Domtar’s Sustainability Committee and BHP’s Forum for Corporate Responsibility. He previously served on the boards of Broden Mining, First Nations Major Projects Coalition Advisory Centre, the Institute for Corporate Directors, Ontario Power Generation and Noront Resources, and is the past Chair of the Mikisew Group of Companies. JP is a senior fellow with the Macdonald-Laurier Institute and served as Chancellor of St. Paul’s University College at the University of Waterloo. His leadership has been recognized by the Public Policy Forum as a 2024 Honouree and through the 2024 Premier’s Award for outstanding Ontario college graduates in business. He is a member of the Indigenous Advisory Council for the new Major Projects Office. He has completed a forestry technician diploma from Sault College, obtained an undergraduate degree in forestry from Northern Arizona University, holds an Executive MBA from Queen’s University, holds the ICD.D designation from the Institute of Corporate Directors, and was awarded an honorary doctor of laws degree from Carleton University in 2024 and an honorary doctor of commerce from Lakehead University in 2025.

Skills and Experience(1)

Energy, Mining, Government / Public Policy / Indigenous Relations, Strategy / Risk Management, Talent Management / Executive Compensation, Governance

Anishinaabe from Thunder Bay, Mr. Gladu is a member of Bingwi Neyaashi Anishinaabek located on the Lake Nipigon, Ontario

Director since November 17, 2020 – Independent

Suncor Board and Board Standing Committees Meeting Attendance

Meeting Attendance

Annual Meeting Voting Results

Other Public
Company Boards

Board of Directors

7 of 7

100%

Year

Votes in Favour

Superior Plus Corp.

Human Resources and Compensation

5 of 5

100%

2025

98.17%

Governance

5 of 5

100%

2024

97.67%

Common Shares and Share Units Held as at December 31, 2025

Common Shares(2)

DSUs(3)

Total Common Shares and DSUs

Total Value of Common Shares and DSUs ($)(4)

Share Ownership Target Compliance or Compliance Date(5)

8 290

36 054

44 344

2 701 436

Target Met at 2.6 x

Management Proxy Circular 2026 Suncor Energy Inc. 10

TABLE OF CONTENTS

Jennifer R. Kneale
47

Houston, Texas, USA

Jennifer Kneale is President of Targa Resources Corp., a leading provider of midstream services and one of the largest independent infrastructure companies in North America. Ms. Kneale has extensive experience in the financial services industry. Prior to being appointed President, Ms. Kneale advanced through various roles and eventually served as Chief Financial Officer and President, Finance and Administration. Prior to Targa Resources, Ms. Kneale was a Director at TPH Partners, a middle-market energy private equity fund and prior to that, worked in other private equity, asset management and investment banking roles in the financial services industry. Ms. Kneale served on the Board of Directors of Energy Harbor, a privately owned nuclear generation fleet operator and energy retailer prior to its acquisition by Vistra Corp. Ms. Kneale holds a Bachelor of Arts in Economics, Managerial Studies and Policy Studies from Rice University and currently sits on the Rice University Board of Trustees.

Skills and Experience(1)

Energy, Finance / Capital Markets, Operations / EHS, Technology / Innovation, Strategy / Risk Management, Talent Management / Executive Compensation, Governance

Director since February 3, 2026 – Independent

Suncor Board and Board Standing Committees Meeting Attendance(7)

Meeting
Attendance

Annual Meeting Voting Results

Other Public
Company Boards

Board of Directors

—

Year

Votes in Favour

None

—

Common Shares and Share Units Held as at December 31, 2025

Common Shares(2)

DSUs(3)

Total Common Shares and DSUs

Total Value of Common
Shares and
DSUs ($)(4)

Share Ownership Tarket Compliance or Compliance Date(5)

—

December 31, 2031

Richard M. Kruger
66

Calgary, Alberta, Canada

Richard M. Kruger is President and Chief Executive Officer of Suncor. Mr. Kruger has over 40 years of experience in the energy industry including extensive experience in the Canadian oil sands. Mr. Kruger was Chairman, President and Chief Executive Officer of Imperial Oil Limited from 2013 until his retirement in December 2019. Mr. Kruger worked for Exxon Mobil Corporation and its predecessor companies since 1981 in various upstream and downstream assignments with responsibilities in Canada, the United States, the former Soviet Union, the Middle East, Africa, and Southeast Asia. Mr. Kruger was Vice President of Exxon Mobil Corporation and president of ExxonMobil Production Company, a division of Exxon Mobil Corporation, with responsibility for ExxonMobil’s global oil and gas producing operations. He holds a mechanical engineering degree from the University of Minnesota and an MBA from the University of Houston.

Skills and Experience(1)

Energy, Mining, CEO Experience, Finance / Capital Markets, Operations / EHS, Technology / Innovation, Government / Public Policy / Indigenous Relations, Strategy / Risk Management, Talent Management / Executive Compensation, Governance

Director since April 3, 2023 – Non-Independent, Management

Suncor Board and Board Standing Committees Meeting Attendance(8)

Meeting
Attendance

Annual General Meeting Voting Results

Other Public
Company Boards

Board of Directors

7 of 7

100%

Year

Votes in Favour

None

2025

99.19%

2024

99.91%

Common Shares and Share Units Held as at December 31, 2025

Common Shares(2)

DSUs(3)

Total Common Shares and DSUs

Total Value of Common Shares and DSUs ($)(4)

Share Ownership Target Compliance or Compliance Date(5)

—

63 083

3 843 016

Target Met at 17 x

11 Management Proxy Circular 2026 Suncor Energy Inc.

TABLE OF CONTENTS

Brian P. MacDonald
60

Naples, Florida, USA

Brian MacDonald is President and Chief Executive Officer, and is a director of CDK Global, Inc., a leading global provider of integrated information technology and digital marketing solutions to the automotive retail and adjacent industries. Prior to joining CDK Global, Inc., Mr. MacDonald served as Chief Executive Officer and President of Hertz Equipment Rental Corporation and served as Interim Chief Executive Officer of Hertz Corporation. Mr. MacDonald previously served as President and Chief Executive Officer of ETP Holdco Corporation, an entity formed following Energy Transfer Partners’ acquisition of Sunoco Inc., where Mr. MacDonald had served as Chairman, President and Chief Executive Officer. He was the Chief Financial Officer at Sunoco Inc. and held senior financial roles at Dell Inc. Prior to Dell Inc., Mr. MacDonald spent more than 13 years in several financial management roles at General Motors Corporation in North America, Asia and Europe. He previously served on the board of directors for Computer Sciences Corporation (now DXC Technology Company), Ally Financial Inc., Sunoco Inc., and Sunoco Logistics L.P. Mr. MacDonald holds an MBA from McGill University and a bachelor of science from Mount Allison University.

Skills and Experience(1)

Energy, CEO Experience, Finance / Capital Markets, Operations / EHS, Technology / Innovation, Strategy / Risk Management, Talent Management / Executive Compensation, Governance

Director since July 23, 2018 – Independent

Suncor Board and Board Standing Committees Meeting Attendance

Meeting
Attendance

Annual Meeting Voting Results

Other Public
Company Boards

Board of Directors

7 of 7

100%

Year

Votes in Favour

None

Governance

5 of 5

100%

2025

98.59%

Human Resources and Compensation (Chair)

5 of 5

100%

2024

99.01%

Common Shares and Share Units Held as at December 31, 2025

Common Shares(2)

DSUs(3)

Total Common
Shares and DSUs

Total Value of Common Shares and
DSUs ($)(4)

Share Ownership Target Compliance or Compliance Date(5)

13 000

85 292

98 292

5 987 949

Target Met at 5.7 x

Management Proxy Circular 2026 Suncor Energy Inc. 12

TABLE OF CONTENTS

Lorraine Mitchelmore
63

Calgary, Alberta, Canada

Lorraine Mitchelmore has over 30 years’ international oil and gas industry experience. She most recently served as President and Chief Executive Officer for Enlighten Innovations Inc., a fuel upgrading technology company. Prior to Enlighten Innovations Inc., she held progressively senior roles at Royal Dutch Shell. Ms. Mitchelmore joined Shell in 2002, becoming President and Country Chair of Shell Canada Limited in 2009, in addition to her role as Executive Vice President of Heavy Oil Americas. Prior to joining Shell, she worked with Petro-Canada (now Suncor Energy Inc.), Chevron and BHP Petroleum in the upstream business units in a combination of technical, exploration & development, and commercial roles. Ms. Mitchelmore is a director of the Bank of Montreal, Cheniere Energy Inc., and has served on the boards of Alberta Investment Management Corporation, Shell Canada Limited, the Canada Advisory Board at Catalyst, Inc. and Trans Mountain Corporation. Ms. Mitchelmore holds a bachelor of science (Honours) in geophysics from Memorial University of Newfoundland, a master’s of science in geophysics from the University of Melbourne, Australia and an MBA with Distinction from Kingston Business School in London, England.

Skills and Experience(1)

Energy, Mining, Finance / Capital Markets, Operations / EHS, Technology / Innovation, Government / Public Policy / Indigenous Relations, Strategy / Risk Management, Talent Management / Executive Compensation, Governance

Director since November 6, 2019 – Independent

Suncor Board and Board Standing Committees Meeting Attendance

Meeting
Attendance

Annual Meeting Voting Results

Other Public
Company Boards

Board of Directors

7 of 7

100%

Year

Votes in Favour

Bank of Montreal

Audit

6 of 6

100%

2025

94.68%

Cheniere
Energy Inc.

Environment, Health, Safety and Sustainable Development (Chair)

4 of 4

100%

2024

95.97%

Common Shares and Share Units Held as at December 31, 2025

Common Shares(2)

DSUs(3)

Total Common
Shares and DSUs

Total Value of Common
Shares and
DSUs ($)(4)

Share Ownership Target Compliance or Compliance Date(5)

1 385

71 414

72 799

4 434 915

Target Met at 4.2 x

13 Management Proxy Circular 2026 Suncor Energy Inc.

TABLE OF CONTENTS

Jane L. Peverett
67

West Vancouver, British Columbia, Canada

Jane Peverett has over 25 years of experience in the energy sector, primarily in the utility space. In 2009, she retired as President and Chief Executive Officer of the British Columbia Transmission Corporation (BCTC), prior to that having served as BCTC’s Chief Financial Officer from 2003 to 2005. Before joining BCTC, Ms. Peverett held progressively more senior finance and regulatory affairs roles at Westcoast Energy Inc., until her appointment in 2001 as President and Chief Executive Officer of Union Gas Limited. A professional corporate director since 2009, Ms. Peverett has served on numerous corporate boards in the energy, banking, insurance, transportation, utility and media industries in Canada and the U.S. She currently serves on the boards of Canadian Pacific Kansas City Limited, Northwest Natural Holding Company and Capital Power Corporation. Ms. Peverett also serves as Chair of the CSA Group (formerly the Canadian Standards Association). Ms. Peverett holds a bachelor of commerce from McMaster University, a master of business administration from Queen’s University and is a Certified Management Accountant. She is a Fellow of the Society of Management Accountants and holds the ICD.D designation from the Institute of Corporate Directors.

Skills and Experience(1)

Energy, Finance / Capital Markets, Operations / EHS, Government / Public Policy / Indigenous Relations, Strategy / Risk Management, Governance

Director since September 5, 2023 – Independent

Suncor Board and Board Standing Committees Meeting Attendance

Meeting Attendance

Annual Meeting Voting Results

Other Public
Company Boards

Board of Directors

7 of 7

100%

Year

Votes in Favour

Canadian Pacific
Kansas City Limited

Audit

6 of 6

100%

2025

98.43%

Northwest Natural
Holding Company

Governance

5 of 5

100%

2024

98.86%

Capital Power
Corporation

Common Shares and Share Units Held as at December 31, 2025

Common Shares(2)

DSUs(3)

Total Common
Shares and DSUs

Total Value of Common Shares and
DSUs ($)(4)

Share Ownership Target Compliance or Compliance Date(5)

—

13 137

800 306

December 31, 2028

Christopher R. Seasons
65

Calgary, Alberta, Canada

Christopher R. Seasons is a professional engineer with more than 30 years of domestic and international experience in the upstream oil and gas industry. Mr. Seasons is currently a partner at ARC Financial Corporation, an energy-focused private equity firm, and currently serves on the board of Longshore Resources Ltd. Mr. Seasons previously served on the Board of Petronas Energy Canada Ltd. From 2004 until his retirement in June 2014, he served as President of Devon Canada Corporation, a subsidiary of Oklahoma-based Devon Energy Corporation. Mr. Seasons has long been active in the Calgary community with several not-for-profit organizations including the Canadian Association of Petroleum Producers (former Chairman and head of numerous committees), the Alberta Children’s Hospital Foundation (past Chairman), and the United Way of Calgary and Area (past Co-Chair of the annual campaign and board member). Mr. Seasons graduated from Queen’s University with a bachelor of science degree in chemical engineering.

Skills and Experience(1)

Energy, Finance / Capital Markets, Operations / EHS, Government / Public Policy / Indigenous Relations, Strategy / Risk Management, Talent Management / Executive Compensation

Director since July 18, 2022 – Independent

Suncor Board and Board Standing Committees Meeting Attendance

Meeting Attendance

Annual Meeting Voting Results

Other Public
Company Boards

Board of Directors

7 of 7

100%

Year

Votes in Favour

None

Human Resources and Compensation

5 of 5

100%

2025

98.65%

Environment, Health, Safety and Sustainable Development

4 of 4

100%

2024

99.23%

Common Shares and Share Units Held as at December 31, 2025

Common Shares(2)

DSUs(3)

Total Common
Shares and
DSUs

Total Value of Common Shares and DSUs ($)(4)

Share Ownership Target Compliance or Compliance Date(5)

8 775

25 943

34 718

2 115 021

Target Met at 2.0 x

Management Proxy Circular 2026 Suncor Energy Inc. 14

TABLE OF CONTENTS

M. Jacqueline Sheppard
70

Calgary, Alberta, Canada

M. Jacqueline Sheppard has held numerous roles as an executive in the energy industry and as a director of public, private and crown corporations. Ms. Sheppard is the former Executive Vice President, Corporate & Legal, of Talisman Energy Inc. where she was responsible for legal affairs, business development, major projects, corporate communications, investor relations, corporate responsibility and government affairs. Ms. Sheppard serves on the board of ARC Resources Ltd., and previously served as Chair on the board of Emera Inc. for more than 10 years. Ms. Sheppard was also a founder and lead director of Black Swan Energy Inc., an Alberta upstream energy company that was private-equity financed and sold to Tourmaline Oil Corp., and a former director of Alberta Investment Management Corporation, Pacific Northwest LNG Ltd., Seven Generations Energy Ltd. and Cairn Energy PLC. Ms. Sheppard was named one of Canada’s Most Powerful Women: Top 100 by the Women’s Executive Network and the National Post from 2002-2007. In honour of her exceptional merit and integrity in the legal profession, she was appointed the King’s Counsel designation in 2008. Ms. Sheppard is a Fellow of the Institute of Corporate Directors, Canada’s preeminent distinction for directors. Ms. Sheppard holds a bachelor of arts degree from Memorial University of Newfoundland, and she became a Rhodes Scholar receiving an honours jurisprudence, bachelor of arts and master of arts from Oxford University. She earned her bachelor of laws (Honours) from McGill University and holds an honorary doctor of laws degree from Memorial University of Newfoundland.

Skills and Experience(1)

Energy, Finance / Capital Markets, Operations / EHS, Government / Public Policy / Indigenous Relations, Strategy / Risk Management, Talent Management / Executive Compensation, Governance

Director since July 18, 2022 – Independent

Suncor Board and Board Standing Committees Meeting Attendance

Meeting Attendance

Annual Meeting Voting Results

Other Public
Company Boards

Board of Directors

7 of 7

100%

Year

Votes in Favour

ARC Resources Ltd.

Human Resources and Compensation

5 of 5

100%

2025

98.26%

Governance (Chair)

5 of 5

100%

2024

98.87%

Common Shares and Share Units Held as at December 31, 2025

Common Shares(2)

DSUs(3)

Total Common
Shares and DSUs

Total Value of Common Shares and DSUs ($)(4)

Share Ownership Target Compliance or Compliance Date(5)

15 400

26 579

41 979

2 557 361

Target Met at 2.4 x

(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.

TABLE OF CONTENTS

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.

($ thousands)	2025		2024
Audit Fees		7 335		10 842

Audit-Related Fees		92		331

All Other Fees		433		570

Total		7 860		11 743

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

TABLE OF CONTENTS

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.

TABLE OF CONTENTS

Board of Directors Compensation

Philosophy and Approach

	Philosophy. Compensation of non-employee directors is intended to: • deliver an appropriate level of remuneration to enable Suncor to attract highly qualified individuals with the desired competencies, skills and attributes and the capability to meet the demanding responsibilities of Board members; and • provide a significant portion of such remuneration in equity-based pay to closely align non-employee directors’ interests with shareholder interests.
	Approach. The Governance Committee reviews Board compensation levels at least biennially to ensure Suncor’s program is competitive and takes into account governance and best practice trends. Compensation changes, when required, are recommended by the Governance Committee to the full Board for approval.
	Key practices include: • Share Ownership Guidelines – a substantial share ownership requirement of $1,050,000 for non-employee directors and $1,740,000 for the Board Chair demonstrates alignment with shareholder interests. Common shares and DSUs count toward these requirements. • Substantial Equity Component – a minimum of 80% of compensation must be in the form of equity-based pay until share ownership guidelines are met. Directors that meet the guidelines can elect 60%, 80%, or 100% of compensation in equity-based pay. For 2025, 87% of total compensation paid to non-employee directors was equity based.

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.

	Non-Employee Directors Other Than The Board Chair($)		Board Chair ($)
Annual Retainer		350 000	580 000

Annual Committee Chair Retainer

Audit Committee		30 000	—

HR&CC		24 000	—

Environment, Health, Safety and Sustainable Development (EHS&SD) Committee and Governance Committee		18 000	—

Travel

Travel Originating within continental North America (Per Round Trip)		1 500	1 500

Travel Originating from outside continental North America (Per Round Trip)		3 000	3 000

Management Proxy Circular 2026 Suncor Energy Inc. 18

TABLE OF CONTENTS

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.

Name	Options(1) (#)		Shares(2) (#)		DSUs(3) (#)		Holding Value(4) ($)		Compliance or Compliance Date
Ian R. Ashby		—		—		30 414		1 852 821	✓ (1.8x requirement)

Patricia M. Bedient(5)		—		12 410		85 809		5 983 501	✓ (5.7x requirement)

Russell Girling		—		78 602		47 261		7 667 574	✓ (4.4x requirement)

Jean Paul (JP) Gladu		—		8 290		36 054		2 701 436	✓ (2.6x requirement)

Jennifer R. Kneale(6)		—		—		—		—	December 31, 2031

Brian P. MacDonald		—		13 000		85 292		5 987 949	✓ (5.7x requirement)

Lorraine Mitchelmore		—		1 385		71 414		4 434 915	✓ (4.2x requirement)

Jane L. Peverett(7)		—		—		13 137		800 306	December 31, 2028

Christopher R. Seasons		—		8 775		25 943		2 115 021	✓ (2.0x requirement)

M. Jacqueline Sheppard		—		15 400		26 579		2 557 361	✓ (2.4x requirement)

(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.

TABLE OF CONTENTS

(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.

Committee Members(1)

Audit
Committee

EHS&SD
Committee

Governance
Committee

HR&CC

Ian R. Ashby

✓

Patricia M. Bedient

Chair

✓

Jean Paul (JP) Gladu

✓

Jennifer R. Kneale

✓

Brian MacDonald

✓

Chair

Lorraine Mitchelmore

✓

Chair

Jane L. Peverett

✓

Christopher R. Seasons

✓

M. Jacqueline Sheppard

Chair

✓

(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.

			Fees Earned				How Fees were Distributed
Name(1)(2)	Retainer Fee		Committee Retainer Fee		Travel Fees		Paid in Cash		Option- based Awards		Share- based Awards(3)		All Other Compensation(4)		Total Compensation
Ian R. Ashby		350 000		—		9 000		71 800		—		287 200		—		359 000

Patricia M. Bedient		350 000		30 000		6 000		154 400		—		231 600		813		386 813

Russell Girling		580 000		—		—		—		—		580 000		—		580 000

Jean Paul (JP) Gladu		350 000		—		4 500		141 800		—		212 700		—		354 500

Brian MacDonald		350 000		24 000		6 000		—		—		380 000		—		380 000

Lorraine Mitchelmore		350 000		18 000		—		—		—		368 000		—		368 000

Jane L. Peverett		350 000		—		6 000		71 200		—		284 800		—		356 000

Daniel R. Romasko(5)		233 334		—		3 000		47 267		—		189 067		—		236 334

Christopher R. Seasons		350 000		—		—		—		—		350 000		—		350 000

M. Jacqueline Sheppard		350 000		18 000		—		—		—		368 000		—		368 000
Total		3 613 334		90 000		34 500		486 467		—		3 251 367		813		3 738 647

(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

TABLE OF CONTENTS

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.

Name(1)	Share-based awards, value vested during the year(2) ($)		Aggregate market or payout value of vested share-based awards not paid out or distributed(3) ($)
Ian R. Ashby		287 200		1 852 821

Patricia M. Bedient		231 600		5 227 484

Russell Girling		580 000		2 879 140

Jean Paul (JP) Gladu		212 700		2 196 410

Brian MacDonald		380 000		5 195 989

Lorraine Mitchelmore		368 000		4 350 541

Jane L. Peverett		284 800		800 306

Daniel R. Romasko(4)		189 067		1 271 813

Christopher R. Seasons		350 000		1 580 448

M. Jacqueline Sheppard		368 000		1 619 193
Total		3 251 367		26 974 145

(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)

(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.

TABLE OF CONTENTS

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

TABLE OF CONTENTS

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


	Brian MacDonald Chair of the Human Resources and Compensation Committee			Russell Girling Chair of the Board

23 Management Proxy Circular 2026 Suncor Energy Inc.

TABLE OF CONTENTS

Compensation Discussion and Analysis

	Page
2025 Named Executive Officers		24

Compensation Philosophy		24

Compensation Governance		25

Pay and Performance Overview		26

Approach to Executive Compensation		28

Compensation of the Named Executive Officers		31

Executive Compensation Alignment with Shareholder Value		35

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:

Richard M. Kruger	R. M. Kruger	President and Chief Executive Officer

Troy W. Little(1)	T. W. Little	Chief Financial Officer

David J. Oldreive	D. J. Oldreive	Executive Vice President, Downstream

Shelley A. Powell(2)	S. A. Powell	Senior Vice President, Operational Improvement and Support Services

Peter D. Zebedee	P. D. Zebedee	Executive Vice President, Oil Sands

Kristopher P. Smith(3)	K. P. Smith	Executive Advisor

(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:

	Support and Drive Suncor’s Strategy			Designed to support our strategic focus on profitable growth, achieved through capital discipline and reliable operations that are conducted in a safe and environmentally and socially responsible way.
	Pay-for-Performance Philosophy			Suncor maintains a strong pay-for-performance philosophy designed to align the interests of our executives with the interests of shareholders, rewarding executives for delivering annual and longer-term results and building sustainable shareholder value that is demonstrated by the mix of compensation provided to executives and the way we measure success.
	Market Competitive			To deliver sustained and profitable long-term performance, it is essential that Suncor attracts, engages and retains talented, capable executives who can execute current priorities and help position Suncor over the long-term for sustained success. To do this, programs are designed to provide an attractive and competitive total compensation opportunity.

Management Proxy Circular 2026 Suncor Energy Inc. 24

TABLE OF CONTENTS

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.

TABLE OF CONTENTS

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:

Executive Compensation Consultant	Fees Paid Related to 2025 ($)		Fees Paid related to 2024 ($)
WTW		391 000		295 000

Meridian Compensation Partners		—		51 508

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

	✓			HR&CC is composed entirely of independent directors

	✓			HR&CC engages an independent executive compensation advisor (WTW)

	✓			Annual compensation program risk assessment

	✓			Robust minimum share ownership guidelines in place with post-retirement share ownership hold period for the CEO

	✓			Annual Incentive Plan (AIP) and PSU Plan maintain robust target-setting processes with threshold performance levels and payout caps

	✓			Senior executive target pay is benchmarked against a relevant North American peer group

	✓			Significant performance-contingent pay with over 85% of pay at risk for the CEO and 80% for the other NEOs

	✓			AIP deferral program allows executives to take a portion or all of their annual incentive payment in DSUs

	✓			At least 50% of mid- to long-term incentive compensation provided through PSUs, which are fully at-risk

Management Proxy Circular 2026 Suncor Energy Inc. 26

TABLE OF CONTENTS

Executive Compensation

	✓			Claw back policy

	✓			Double trigger change of control provisions for equity awards

	✓			No option re-pricing

	✓			No loans are provided to executives

	✓			Hedging of common shares and other Suncor securities held by an executive are prohibited

	✓			No excessive perquisites

	✓			No termination payments in excess of 2 times cash pay

	✓			Vesting requirements and service and earnings caps on the Suncor Energy Supplemental Executive Retirement Plan (SERP)(1)

(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

	• Strategic Planning: Board-reviewed plans balance risk and reward across company and industry contexts.

	• Risk Management Tools: Enterprise Risk Management, Operational Excellence, and Trading Risk policies guide risk identification and control.

	• Financial Controls: Limits on capital, operating spend, divestitures, and trading reduce exposure to inappropriate risk.

	• Compensation Risk Assessment: HR&CC annually evaluates pay structure, plan design, performance metrics, and governance to ensure programs do not encourage excessive risk.

	• 2025 Review Outcome: HR&CC confirmed compensation policies do not encourage excessive risk-taking and do not pose material risk to Suncor.

Key Risk Mitigating Features

	Balanced pay structure
	• Suncor’s executive compensation balances fixed and variable pay elements.

	• Annual Incentive Plan (AIP): Based on a balanced scorecard of financial and operational metrics; stress-tested and reviewed by HR&CC.

	• Stock Options: Reinforcing long-term shareholder alignment with a 7-year term.

	• Market PSUs: Tied to 3-year relative total shareholder return (TSR) and ROCE; payouts range from 0-200% based on performance quartiles.

	• Climate PSUs: Introduced in 2022; focus on Suncor’s climate objectives.

	• RSUs: Provide stable retention value and align with TSR.

	• DSUs: Executives may defer AIP payment into DSUs to meet share ownership guidelines.

	Policies and Guidelines
	• Share ownership guidelines enforced, including post-retirement for the CEO.

	• Clawback policy aligned to comply with Rule 10D-1 of the Exchange Act and related rules of the New York Stock Exchange (NYSE).

	• Executives prohibited from hedging or short-selling Suncor shares.

	• HR&CC retains discretion to adjust payouts based on performance and events.

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.

TABLE OF CONTENTS

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.

NEO

Holdings(1)

Holding
Value
(Shares
and DSUs)
($)(2)

Total Holding
Value (Shares,
DSUs, RSUs)
($)(2)

Compliance
or
Compliance
Date(3)

Mutiple of
Salary(2)

Share Ownership
Guideline Level of
Role(4)

Additional Reference:
Total Value at
Risk ($) and
Multiple of Salary
(Not used for
Share Ownership
Compliance)(5)

DSUs

RSUs

R. M. Kruger

—

63 083

314 023

3 843 016

22 973 298

✓

17 x

6 × annual salary

43 930 170 (32.5 x salary)

T. W. Little

—

8 878

—

540 848

Dec. 31, 2029

1.1 x

2 × annual salary

1 864 063 (3.7 x salary)

D. J. Oldreive

530

80 985

27 285

4 965 894

6 628 096

✓

10 x

3 × annual salary

11 417 247 (17.2 x salary)

S. A. Powell

30 067

—

23 480

1 831 682

3 262 083

✓

5.2 x

2 × annual salary

10 503 868 (16.8 x salary)

P. D. Zebedee

6 159

26 244

31 964

1 973 991

3 921 238

✓

5.7 x

3 x annual salary

8 922 682 (13.1 x salary)

K. P. Smith

94 078

28 375

37 964

7 459 837

9 772 604

✓

11 x

3 × annual salary

28 954 273 (32.7 x salary)

(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

TABLE OF CONTENTS

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.

Component	Objective	Key Features
Fixed Compensation
Base Salary	Rewards skills and capabilities demonstrated in performing job responsibilities.	Annual review with adjustments as appropriate.
At-Risk Compensation
Annual Incentive Plan	Aligns with achieving safety, financial and operational performance objectives.	Annual performance. Payout range of 0% to 200% of target.
Long-Term Incentives
Market PSUs	Rewards based on financial performance (ROCE) and relative shareholder return (TSR) thereby aligning executive rewards with shareholder interests.	Three-year rolling performance cycles. Payout range of 0% to 200% of target.
Climate PSUs (CPSUs)	Rewards performance towards climate-related objectives.	Three-year rolling performance cycles. Payout range of 0% to 200% of target.
RSUs	Rewards based on absolute TSR (share price performance plus dividends) while promoting retention.	Vest after three years.
Stock Options	Rewards based on absolute share price performance. Only delivers value if share price appreciates over the grant price.	Vest over three years. Seven-year term.

29 Management Proxy Circular 2026 Suncor Energy Inc.

TABLE OF CONTENTS

Component	Objective	Key Features
Indirect Compensation
Benefits	Provides medical, dental and insurance coverage, as well as enhanced life insurance, accident and disability protection, plus a company savings plan.
Retirement Benefits	Provides pension income and health coverage during retirement when executives are no longer earning an income from employment. Mr. Kruger does not participate in any Suncor pension plan.
Perquisite Allowance	Provides executives with a fully taxable cash allowance not available to all employees. Varies by executive level and is based on market competitive practices.

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.

	Canada			U.S.
	Canadian Natural Resources Limited (CNQ) Cenovus Energy Inc. (CVE) Canadian Pacific Kansas City Limited (CP) Enbridge Inc. (ENB) Imperial Oil Limited (IMO) Nutrien (NTR) TC Energy Corporation (TRP)			APA Corporation (APA) ConocoPhillips (COP) Devon Energy Corporation (DVN) EOG Resources Inc. (EOG) Occidental Petroleum Corporation (OXY) Ovintiv Inc. (OVV) Phillips 66 (PSX) Valero Energy Corporation (VLO)

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

TABLE OF CONTENTS

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.

	Base Salary 2024 ($)		Increase from 2024 (%)		Base Salary 2025 ($)
R. M. KRUGER		1 350 000		0.0%		1 350 000

T. W. LITTLE		370 000		35.1%		500 000

D. J. OLDREIVE		645 000		3.1%		665 000

S. A. POWELL		570 000		9.6%		625 000

P. D. ZEBEDEE		660 000		3.3%		682 000

K. P. SMITH		885 000		0.0%		885 000

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.

Safety / Environment

Reliability / Volumes

Financial / Expenses

Serious Injury or Fatality (actual incident frequency)

Recordable Injury Frequency

Process Safety Event Rate

Water Events

Upstream Production

Refining Throughput

Controllable Expenses

Free Funds Flow

All NEOs and select other senior executives receive an overall score based on Suncor’s performance, which are approved by the Board. Other salaried employees have an additional individual performance component.

Overall AIP score for 2025. The weighting in AIP and overall score approved for the three categories of eight performance metrics are summarized below.

Governance of the AIP is comprehensive. Reviews of performance measures, weightings, targets and results are carried out at the business unit, corporate and HR&CC level. The HR&CC has discretion to increase or decrease awards under the AIP based on its assessment of the impact of events that may have had an effect on performance. In 2025, the HR&CC did not exercise its discretion over the AIP outcome.

31 Management Proxy Circular 2026 Suncor Energy Inc.

TABLE OF CONTENTS

2025 AIP Awards. The table below displays the calculation of the AIP award for each NEO based on overall company performance for 2025. All NEOs receive an overall score based on Suncor’s performance, which are approved by the Board.

Name	Base Salary [A]			AIP Target, % of Salary [B]		Target Payout (A x B)			Corporate Performance Factor [C]	Approved AIP Award Payout [A x B x C](1)
R. M. KRUGER		$	1 350 000		150%		$	2 025 000	1.93		3 908 250
T. W. LITTLE(2)		$	399 781		75%		$	299 836	1.93		578 683
D. J. OLDREIVE		$	661 767		85%		$	562 502	1.93		1 085 629
S. A. POWELL		$	591 610		75%		$	443 707	1.93		856 355
P. D. ZEBEDEE		$	678 444		85%		$	576 677	1.93		1 112 987
K. P. SMITH		$	885 000		100%		$	885 000	1.93		1 708 050

(1)

Payouts rounded up to the nearest dollar.

(2)

Mr. Little became a member of the Executive Leadership Team in October 2024. For 2025 AIP, his target was 75% of salary.

Long-Term Incentive (LTI) Plan. Suncor’s business involves strategic investments over long periods of time. With stock options, PSUs, CPSUs and RSUs as key elements of long-term incentive (LTI) compensation, the compensation of the NEOs is aligned with the economic interests of our shareholders over a medium- and long-term horizon and is significantly leveraged to Suncor’s share price performance from an actual, realized compensation standpoint. Under this approach to executive compensation, our NEOs are rewarded based on a balance between performance on relative TSR (PSUs), ROCE (PSUs), achievement of climate goals (CPSUs) and absolute share price (PSUs, RSUs and stock options).

The following table provides the key LTI plan features for equity awards provided to the NEOs and other executives as part of their competitive compensation in 2025. Effective for 2026 LTI awards, the HR&CC approved an adjustment to LTI vehicle weightings to ensure continued alignment with peers, Suncor’s strategy and compensation philosophy.

Performance Share Units (PSUs)

Restricted Share Units (RSUs)

Stock Options

Market Performance Share
Units (PSUs)

Climate Performance Share
Units (CPSUs)

2025 Weighting

45%

25%

2026 Weighting

50%

25%

20%

Term

Three years

Seven years

Description

Share units with a value that mirrors common shares and a performance condition that determines the vesting level (between 0% and 200% of grant)

Share units with a value equivalent to common shares

Options to acquire common shares

Frequency

Granted annually

Performance Condition

TSR performance relative to peers, weighted 70%

ROCE performance against budget, weighted 30%

Progress towards and achievement of Suncor’s climate-related initiatives

n/a

Value is only realized when the common share price exceeds the exercise price

Vesting

After a three-year performance period

Vesting level is subject to performance condition achievement and HR&CC approval

After a three-year vesting period, unless awards are to replace forfeited compensation, in which case the vesting schedule may vary

1∕3 vest annually starting on January 1 of the year following the grant

Payout

Paid out in cash following the end of the three-year performance period based on PSUs held, vesting level and market value of a common share

Paid out in cash following the end of the three-year vesting period

On exercise, acquire common shares at the price determined at the time of grant

Market Performance Share Units

Market PSUs are granted annually, vesting at the end of the third year with a performance multiplier between 0% and 200% contingent upon Suncor’s performance over a three-year period. PSUs provide for notional dividend re-investment.

Management Proxy Circular 2026 Suncor Energy Inc. 32

TABLE OF CONTENTS

Executive Compensation

Details on the 2025 grant of Market PSUs

Metrics	Description	Weight
Relative TSR	Suncor’s TSR is ranked against the performance peer group of 11 companies. Canadian firms are triple-weighted for an approximate 50% performance weighting each on Canadian and U.S. firms. Vesting levels range from 0% to 200% based on percentile rank, with linear interpolation.	70%

Return on Capital Employed	ROCE is assessed against threshold, target and maximum performance levels. Targets are reviewed and approved annually by the HR&CC.	30%

Performance Peer Group: Relative TSR

Peer companies are selected based on size (revenue and enterprise value), industry scope, common peer usage, and share price dynamics. Criteria are reviewed periodically and approved by the HR&CC. Performance peers are reassessed annually for new grants.

To strengthen Suncor’s position as Canada’s leading energy provider, the HR&CC triple-weighted Canadian peers, resulting in a peer group of 17 companies – approximately 50% of which are Canadian.

Canada (triple-weighted)
Canadian Natural Resources Limited (CNQ)	Cenovus Energy Inc. (CVE)	Imperial Oil Limited (IMO)

U.S.
APA Corporation (APA)	EOG Resources Inc. (EOG)	Ovintiv Inc. (OVV)

ConocoPhillips (COP)	Marathon Petroleum Corporation (MPC)	Phillips 66 (PSX)

Devon Energy Corporation (DVN)	Occidental Petroleum Corporation (OXY)

Climate Performance Share Units (CPSU)

CPSUs are granted under the PSU Plan to visibly align executive compensation with Suncor’s climate objectives. Awards may pay out based on a vesting level between 0% and 200% contingent upon Suncor’s performance over a three-year period. CPSUs provide for notional dividend re-investment.

The 2025 CPSU awards will be focused on GHG emissions and intensity reduction in line with our commitment to decarbonize our base business.

2025 Long-Term Incentive (LTI) Awards

The table below displays the 2025 equity award of stock options, RSUs and PSUs and the value at grant in March 2025 or on the date of hire or promotion, if later, for each of the NEOs. The equity awards considered: the market target value for equity awards for similar roles at the median of the Suncor Compensation Peers; size and scope of the role in comparison to peers; and the previous year’s equity award received by each NEO under the stock option plan (SOP), the PSU Plan and the RSU Plan.

33 Management Proxy Circular 2026 Suncor Energy Inc.

TABLE OF CONTENTS

For further details on each NEO’s 2025 equity award and total compensation for 2025, refer to the “Summary Compensation Table.”

	Number of Awards Granted for 2025						2025 Annual Award Value(1) ($)						Total Annual Award Value
Name	Stock Options		PSU		RSU		Stock Option		PSU		RSU		Total Annual Award Value
R. M. KRUGER		199 528		89 476		44 738		2 531 259		5 062 552		2 531 276		10 125 087

T. W. LITTLE		23 732		10 507		5 254		300 006		600 118		300 090		1 200 214

D. J. OLDREIVE		53 208		23 862		11 931		675 009		1 350 112		675 056		2 700 177

S. A. POWELL		47 352		21 144		10 572		600 009		1 200 082		600 041		2 400 132

P. D. ZEBEDEE		63 061		28 279		14 140		800 007		1 600 026		800 041		3 200 074

K. P. SMITH		70 944		31 815		15 907		900 012		1 800 093		900 018		3 600 123

(1)

Suncor values its option-based awards using the Black Scholes methodology, which is in accordance with International Financial Reporting Standards, for consistency with accounting valuation. For additional details please refer to the “Summary Compensation Table.”

2025 Total Direct Compensation

Mr. Kruger did not receive an increase in base salary in 2025, his salary remained at $1,350,000. The AIP award of $3,908,250 represents 193% of his target opportunity and is based on Suncor’s performance. Mr. Kruger’s long-term incentive grant value was $10,125,087, in the form of stock options, PSUs and RSUs, as indicated in the chart below. The actual value of the award will vary depending on Suncor’s future share price and TSR performance relative to Suncor’s peers. Mr. Kruger’s 2025 compensation is 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.

In 2023, at the time Mr. Kruger was hired, the value of deferred compensation that Mr. Kruger forfeited by joining Suncor was replaced with Suncor RSUs that vest over one-, two- and three-years. The total value of these “make whole” awards of $23.1 million was a direct replacement of the value that Mr. Kruger would have received if he had remained retired. These awards ensured a responsibly competitive compensation opportunity tailored to the specific circumstances required to successfully recruit Mr. Kruger to lead Suncor. The value he realizes will depend on Suncor’s share price when these awards vest and the value of accrued dividends. Additionally, an award of $2.3 million worth of DSUs was provided in lieu of any form of pension or savings plan contributions. These DSUs can only be redeemed after he retires from Suncor.

[MISSING IMAGE: bc_termincentive-pn.jpg]

(1)

Mr. Kruger’s 2025 total direct compensation is comprised of his actual base salary paid in 2025, his actual annual incentive for 2025 (paid in 2026) and his actual 2025 LTI grant.

(2)

Mr. Kruger’s 2024 total direct compensation is comprised of his actual base salary paid in 2024, annual incentive for 2024 performance (paid in 2025), and 2024 annual LTI grant.

Management Proxy Circular 2026 Suncor Energy Inc. 34

TABLE OF CONTENTS

Executive Compensation

Executive Compensation Alignment with Shareholder Value

In an industry subject to commodity price cycles, Suncor continues to focus on long-term value growth and returns for shareholders. The following performance graph shows Suncor’s cumulative TSR for the past five years against equity market benchmarks as well as total direct compensation pay opportunity of the NEOs. The total direct compensation of the NEOs has been generally consistent with TSR, as a substantial portion of NEO total direct compensation is linked to Suncor’s share price and therefore is aligned with the interests of shareholders.

Performance Graph(1)

(1)

The graph reflects the total cumulative return as at December 31 of each year, assuming the reinvestment of all dividends, of $100 invested on December 31, 2020 in each of common shares, the S&P/TSX Composite Index and the S&P/TSX Capped Energy Index. The year-end values of each investment shown on the graph are based on the share price appreciation plus dividend reinvestment.

Realizable Pay – Total Direct Compensation in millions ($)(1)(2)(3)

(1)

The Pay Opportunity bars in the graph illustrate the total direct compensation pay opportunity, as reported in the Summary Compensation Table at December 31 for the particular year reported, and in the case of the 5-Year Average, an average of the pay opportunity reported for 2021 to 2025. The Pay Opportunity includes salary and annual incentive earned during the year reported and the grant date fair value of annual mid- to long-term awards granted in the particular year reported using the valuation methodology described in the Summary Compensation Table in Suncor’s management proxy circulars for the particular year reported.

(2)

The Realizable Pay bars in the graph illustrate the total direct compensation realizable pay of the particular year reported, and in the case of the 5-Year Average, an average of the realizable pay reported for 2021 to 2025. The Realizable Pay includes salary and annual incentive earned during the particular year reported and annual mid- to long-term incentives granted during the particular year valued as follows: (i) value (market price received less exercise price) of options that were granted in that particular year and that were exercised as at or prior to December 31, 2025; (ii) the “in-the-money” value (as at December 31, 2025) of options that were granted in that particular year and that had not been exercised as at December 31, 2025; (iii) value attributed to RSUs and PSUs that were granted in that particular year and that had vested as at December 31, 2025; and (iv) value (as at December 31, 2025) attributed to RSUs and PSUs, which assumes a 100% performance factor in the case of PSUs, that were granted in that particular year and that have not vested as at December 31, 2025.

(3)

Mr. Smith and Ms. Powell are represented in all years. Messrs. Little and Zebedee, who began with Suncor in 2022, are represented in 2022, 2023, 2024, and 2025. Messrs. Kruger and Oldreive, who began with Suncor in 2023, are included in 2023, 2024, and 2025 only.

35 Management Proxy Circular 2026 Suncor Energy Inc.

TABLE OF CONTENTS

Pay Alignment to Total Shareholder Return. In reviewing alignment of our pay programs with performance we look at two different perspectives: pay opportunity (as reported annually in the Summary Compensation Table) and realizable pay (pay opportunity, but with equity award values capturing common share prices as at December 31, 2025).

The following charts demonstrate the alignment between Suncor’s CEO pay and TSR over the past three years for pay opportunity and realizable pay relative to the chief executive officers of the Suncor Compensation Peers.

Suncor is positioned below the zone of alignment, as 3-year CEO pay opportunity is below the company’s TSR (specifically, at the 47th percentile for pay opportunity and the 87th percentile for TSR). When considering realizable pay, Suncor is positioned within the zone of alignment (specifically, at the 73rd percentile for realizable pay and the 87th percentile for TSR). This demonstrates the effectiveness of the pay for performance design of Suncor’s executive compensation programs.

	Pay Opportunity			Realizable Pay

Management Proxy Circular 2026 Suncor Energy Inc. 36

TABLE OF CONTENTS

Executive Compensation

Compensation Disclosure of Named Executive Officers

Summary Compensation Table. The following table provides information concerning compensation paid to the NEOs for the years ended December 31, 2025, 2024 and 2023.

Name and Principal Position	Year		Salary ($)		Share- Based Awards(1) ($)		Option- Based Awards(2) ($)		Non-equity incentive plan compensation ($)				Pension Value(4) ($)		All other Compensation(5) ($)		Total Compensation ($)
Name and Principal Position	Year		Salary ($)		Share- Based Awards(1) ($)		Option- Based Awards(2) ($)		Annual(3)		Long-Term		Pension Value(4) ($)		All other Compensation(5) ($)		Total Compensation ($)
R. M. KRUGER(6) President & Chief Executive Officer		2025		1 350 000		7 593 828(7)		2 531 259		3 908 250		—		N/A		69 725		15 453 062
		2024		1 294 615		7 200 079(7)		2 400 012		3 242 468		—		N/A		62 197		14 199 371

		2023		970 000		31 999 752(7)		2 193 752		1 633 000		—		N/A		50 231		36 846 735
T. W. LITTLE Chief Financial Officer		2025		393 077		900 208		300 006		578 683		—		183 870		35 461		2 391 305
		2024		321 054		450 150		150 014		258 665		—		86 030		25 600		1 291 513

		2023		315 008		456 349		118 756		192 000		—		51 290		8 550		1 141 953
D. J. OLDREIVE(8) Executive Vice President, Downstream		2025		660 769		2 025 168(9)		675 009		1 085 629		—		154 170		75 553		4 676 298
		2024		614 885		1 875 105(9)		625 004		970 143		—		32 490		48 072		4 165 699

		2023		320 769		6 250 147(9)		550 003		369 000		—		16 039		13 633		7 519 591
S. A. POWELL SVP, Operational Improvement & Support Services		2025		588 798		1 800 123		600 009		856 355		—		1 044 000		21 227		4 910 512
		2024		546 807		1 575 083		525 002		760 823		—		649 100		22 745		4 079 560

		2023		512 212		1 575 116		525 018		512 000		—		916 300		22 333		4 062 979
P. D. ZEBEDEE Executive Vice President, Oil Sands		2025		677 346		2 400 067		800 007		1 112 987		—		641 200		24 917		5 656 524
		2024		629 365		2 175 128		725 006		992 966		—		606 800		25 147		5 154 412

		2023		608 385		2 100 048		700 007		649 000		—		444 300		22 492		4 524 232
K. P. SMITH Executive Advisor		2025		885 000		2 700 111		900 012		1 708 050		—		(155 100)		1 026 652		7 064 725
		2024		848 308		2 700 064		900 006		1 573 880		—		105 300		26 118		6 153 676

		2023		816 096		4 500 083(10)		1 500 003(10)		1 147 000		—		1 906 500		31 597		9 901 279

(1)

For share-based awards, the fair value of awards at the grant date reflects the number of PSUs, RSUs or DSUs awarded multiplied by the grant price. We use this methodology for consistency with market practice and with the methodology used in competitive market analysis. The grant price was calculated as the average of the high and low common share prices on the TSX on the five trading days preceding the grant date. DSUs received because of a voluntary election to defer AIP awards that would otherwise have been paid in cash are included under non-equity incentive plan compensation. For the grant prices of share-based awards granted to the NEOs, see Schedule B.

(2)

Suncor values its option-based awards using the Black Scholes methodology, which is in accordance with International Financial Reporting Standards, for consistency with the accounting valuation. For option-based awards granted through our compensation cycle, the fair value of the awards at the grant date reflects the number of options awarded multiplied by the accounting fair value. The fair value of 2025 option awards granted was $12.52. The fair value was calculated using the following assumptions: common share weighted average price of $56.58, expected life of 4.4 years, volatility of 35%, risk free rate of 2.7% and dividend yield of 4.1%. In May 2023, Mr. Kruger’s on hire option grant was valued at $10.28 per option. In August 2023, Mr. Oldreive’s on hire option grant was valued at $12.65 per option. For information on the 2024 and 2023 options, refer to the Summary Compensation Table in Suncor’s 2025 and 2024 management proxy circulars, respectively.

(3)

Consists solely of awards earned under Suncor’s AIP. Awards earned and included under the AIP for 2025 performance were paid in 2026. Similarly, awards earned and included for 2024 and 2023 were paid in the year following the year in which they were earned.

(4)

The Pension Value reflects the compensatory change, increase (decrease), in the pension obligation as disclosed in the tables under the “Defined Benefit Plans” and the “Defined Contribution Plans” sections on pages 40 and 41, respectively.

(5)

For all NEOs, excluding the CEO, All Other Compensation for 2025 includes actual costs incurred by Suncor related to company contributions as part of the Suncor savings plans including the company savings match program. It was mutually agreed that Mr. Smith would retire from his position as Chief Financial Officer on December 31, 2025. It was determined that Mr. Smith would end his employment with Suncor and received a payment of $1 million, which was less than the amount that would have been payable under the termination provisions of Mr. Smith’s executive employment agreement. No additional severance, equity acceleration, pension enhancements, or post-retirement consulting arrangements were provided beyond the regular retirement provisions. Each of the active NEOs, excluding Mr. Kruger, receives an annual perquisite allowance in the amount of $30,000. The aggregate amounts of annual perquisites and other personal benefits did not exceed the lesser of $50,000 or 10% of the total annual salary for each NEO, other than Mr. Kruger, and are not included in the All Other Compensation value. Mr. Kruger receives an annual perquisite allowance of $35,000, and the pro-rated amount for 2023 of $26,250 is included in All Other Compensation. In addition to his perquisites in 2025, Mr. Kruger incurred family and personal travel expenses, for company jet use, valued at $23,239, which is reported as a perquisite under All Other Compensation.

(6)

Mr. Kruger was hired effective April 3, 2023. His 2023 salary and annual incentive are prorated to reflect his start date.

(7)

Mr. Kruger’s on hire compensation included an annual grant of $8,775,080, of which 75% or $6,581,320 is included in Share-Based Awards and the balance reflected under Option-Based Awards. In addition, he was awarded $23,107,667 in RSUs as a direct replacement of the outstanding compensation from a previous employer forfeited as a result of coming out of retirement to lead Suncor. The final component of 2023 Share-Based

37 Management Proxy Circular 2026 Suncor Energy Inc.

TABLE OF CONTENTS

Awards is $2,310,758 in DSUs in lieu of participating in any Suncor pension or savings program for his tenure with the company. The DSUs cannot be redeemed until Mr. Kruger ceases employment with Suncor.

(8)

Mr. Oldreive was hired effective June 19, 2023. His 2023 salary and annual incentive are prorated to reflect his start date.

(9)

Mr. Oldreive’s on hire compensation included an annual grant of $2,200,071, of which 75% or $1,650,068 is included in Share-Based Awards and the balance reflected under Option-Based Awards. In addition, he was awarded $1,400,066 in RSUs to replace the value of his outstanding equity from a previous employer that was forfeited and $3,200,012 in DSUs to offset lost pension value, based on third party actuarial advice. The DSUs cannot be redeemed until Mr. Oldreive ceases employment with Suncor.

(10)

Mr. Smith’s 2023 long-term incentive award considered, among other things, his service as Interim CEO for three months, an expanded scope of accountabilities including IT and supply chain functions within the CFO portfolio, and the effective transfer of institutional knowledge from 23 years with Suncor.

Share-Based Awards and Option-Based Awards. The following table provides certain information about option-based awards and share-based awards outstanding for the NEOs as at December 31, 2025. For further details, including the exercise price and expiration date of each option-based award held by the NEOs as at December 31, 2025, see Schedule B.

	Option-Based Awards				Share-Based Awards
Name	Aggregate number of securities underlying unexercised options		Aggregate value of unexercised “in-the-money” options(1) ($)		Aggregate number of shares or units of shares that have not vested(2)		Aggregate market or payout value of share- based awards that have not vested(2)(3) ($)		Aggregate market or payout value of vested share-based awards not paid out or distributed(4) ($)
R. M. KRUGER		596 837		8 327 767		521 329		31 759 368(5)		30 666 294(5)

T. W. LITTLE		35 132		241 500		26 634		1 622 563		919 580

D. J. OLDREIVE		130 668		1 464 588		81 857		4 986 752(6)		9 484 777(6)

S. A. POWELL		239 845		4 380 988		70 440		4 291 199		3 424 281

P. D. ZEBEDEE		117 829		1 106 966		95 891		5 841 698		6 178 532

K. P. SMITH		667 831		14 556 005		113 893		6 938 389		11 542 308

(1)

Value of options is based on the “in-the-money” amount of the exercisable and non-exercisable options held as at December 31, 2025. The “in-the- money” amount is the difference between the closing price of a common share on the TSX as at December 31, 2025 ($60.92) and the exercise price of the option.

(2)

Includes RSUs granted under the RSU Plan and PSUs granted under the PSU Plan that were held by the NEOs as at December 31, 2025. Excludes PSUs and RSUs granted in 2023 that vested December 31, 2025.

(3)

Value of RSUs and PSUs is calculated based on the actual units, including fractional units, multiplied by the closing price of a common share on the TSX as at December 31, 2025 ($60.92). PSUs are projected to pay out at target. Under the PSU Plan, PSUs may vest between 0% and 200% based on performance at the end of the three-year period. See “Summary of Incentive Plans – Performance Share Unit Plan” for details.

(4)

Share-based awards include DSUs granted under the DSU Plan that were held by the NEOs as at December 31, 2025. DSUs cannot be redeemed until the NEO ceases to be an employee of Suncor. Value of DSUs is calculated based on the closing price of a common share on the TSX as at December 31, 2025 ($60.92). This amount also includes PSUs issued in 2023 under the PSU Plan that vested on December 31, 2025 and paid out in February 2026. This amount also includes RSUs issued in 2023 under the RSU Plan that vested on December 31, 2025 and paid out in January 2026. The value of these PSUs and RSUs is based on actual payout.

(5)

Mr. Kruger’s on hire compensation included “make whole” RSUs to replace his lost equity valued on his date of hire and DSUs in lieu of participating in any Suncor pension or savings program. The DSUs cannot be redeemed until Mr. Kruger ceases employment with Suncor.

(6)

Mr. Oldreive’s on hire compensation included “make whole” RSUs to replace his lost equity valued on his date of hire and DSUs to offset lost pension value, based on third party actuarial advice. The DSUs cannot be redeemed until Mr. Oldreive ceases employment with Suncor.

Management Proxy Circular 2026 Suncor Energy Inc. 38

TABLE OF CONTENTS

Executive Compensation

Incentive Plan Awards – Value Vested or Earned During the Year. The following table provides the value of option-based awards on the vesting date, the value of share-based awards that vested during the year ended December 31, 2025, and the value of non-equity incentive plan compensation earned during the year ended December 31, 2025, for the NEOs.

Name	Option-Based awards – Value vested during the year (as at vesting date)(1) ($)		Share-Based awards – Value vested during the year(2) ($)		Non-equity incentive plan compensation – Value earned during the year(3) ($)
R. M. KRUGER		1 111 423		26 823 260		3 908 250

T. W. LITTLE		44 261		919 580		578 683

D. J. OLDREIVE		252 139		4 551 159		1 085 629

S. A. POWELL		373 338		3 424 281		856 355

P. D. ZEBEDEE		236 600		5 572 685		1 112 987

K. P. SMITH		757 920		9 813 660		1 708 050

(1)

One-third of each of the options that were granted under the SOP in 2022, 2023 and 2024 vested in 2025.

(2)

This amount includes PSUs and RSUs issued in 2023 that vested on December 31, 2025 and paid out in the first quarter of 2026. Values reflected are based on actual payout.

(3)

Refers to annual incentive payouts made under the AIP delivered in February 2026 for recognition of performance in 2025.

Option Exercises – Value Realized During the Year. The following table provides the number of Suncor common shares acquired upon the exercise of options as well as the aggregate value realized upon the exercise of these options during the year ended December 31, 2025 for the NEOs.

Name	Common Shares Acquired on Option Exercise		Aggregate Value Realized(1) ($)
R. M. KRUGER		—		—

T. W. LITTLE		17 792		245 916

D. J. OLDREIVE		14 084		213 850

S. A. POWELL		64 300		1 012 549

P. D. ZEBEDEE		97 344		1 362 571

K. P. SMITH		212 600		3 566 438

(1)

The aggregate value realized equals the difference between the value of the option and the market price of the common shares on the TSX at time of exercise.

Suncor Retirement Arrangements. The Suncor Energy Pension Plan is a registered pension plan that provides retirement income to Suncor employees and former employees, including NEOs but excluding Mr. Kruger. Retirement income is based on a defined contribution account balance, or depending upon the employee’s eligibility and election, based on a combination of a defined benefit pension payment, including an employee-paid benefit feature, and a defined contribution account balance. Ms. Powell and Messrs. Little, Oldreive, Smith and Zebedee participate in the combination provision of the plan.

In addition to the pension provided under the Suncor Energy Pension Plan, certain executive officers receive supplemental retirement payments under the terms of the executive pension plans: the SERP or the Supplemental Bonus Pension Plan (SBPP). These are non-registered supplemental retirement arrangements. The SERP was closed to new entrants effective September 1, 2023. Three members of Suncor senior executive management were participants in the SERP as at December 31, 2025. Executive officers not eligible for the SERP participate in the SBPP which mirrors the registered pension plan provisions but provides for additional pension benefits based on the executive’s annual incentive target bonus.

The SBPP is designed to support executive attraction and retention. Entry into the SBPP commences at the date of appointment to executive employment. The defined benefit is calculated using credited service from date of entry into the combination provision of the plan and the annualized amount of average salary plus target bonus for the best consecutive 36 months of the last 180 months of continuous service. Defined benefit payments for retirement prior to age 60 will be reduced by 5%/year the executive retires before age 60, with no reduction applied for retirement after age 60. The normal form of payment on

39 Management Proxy Circular 2026 Suncor Energy Inc.

TABLE OF CONTENTS

retirement, and the basis on which benefits in the table under “Defined Benefit Plans” are computed is, for married executives, joint and survivor, with 50% to the non-member surviving spouse; and for single executives, for life, with ten years guaranteed.

SERP is a career-based pension that features an up-front accrual. This benefit is balanced by features that limit the executive pension by: (i) requiring that an executive provide five years of service to be entitled to SERP benefits, which is five years more than the service required under the Suncor Energy Pension Plan; (ii) limiting service to Suncor related experience only, both for vesting and benefit accrual purposes; (iii) limiting the executive’s total pension to 50%, unless there is total service greater than 25 years, in which case the maximum is 70% of executive remuneration; and (iv) limiting executive remuneration to a maximum of 1.8 times base salary (base salary plus annual incentive target bonus of up to 80% of base salary).

Five years of executive employment including, where applicable, the period of notice of termination or payment in lieu of such notice, are required for rights under the SERP to vest. SERP members with less than five years of executive employment are not eligible to receive supplemental retirement payments under the SERP except in the event of a change of control, or a loss of employment upon or after the occurrence of certain specified events.

Trust arrangements have been established to provide for the long-term funding of Suncor’s non-U.S. taxpayer SERP and SBPP defined benefit obligations.

Defined Benefit Plans. The following table summarizes the retirement income of each of the NEOs under the defined benefit provisions of Suncor’s pension arrangements.

			Annual Benefits Payable(2) as at,				Defined Benefit Obligations at January 1, 2025(3) ($)		Compensatory Change(4) ($)		Non Compensatory Change(5) ($)		Defined Benefit Obligations at December 31, 2025(3) ($)
Name	Number of Years of Credited Service(1)		Dec 31, 2025 ($)		Age 65 ($)		Defined Benefit Obligations at January 1, 2025(3) ($)		Compensatory Change(4) ($)		Non Compensatory Change(5) ($)		Defined Benefit Obligations at December 31, 2025(3) ($)
R. M. KRUGER		N/A		N/A		N/A		N/A		N/A		N/A		N/A

T. W. LITTLE		3		15 371		75 788		138 800		172 400		(4 300)		306 900

D. J. OLDREIVE		1		11 834		146 285		—		142 700		6 000		148 700

S. A. POWELL		31		438 535		600 983		5 674 247		1 032 530		(108 865)		6 597 913

P. D. ZEBEDEE		4		210 559		602 730		1 706 644		629 730		164 756		2 501 130

K. P. SMITH		25		596 037		N/A		10 177 683		(166 570)		(12 508)		9 998 605

(1)

Credited service is service within Suncor’s defined benefit pension provisions. For Mr. Smith, credited service reflects executive employment of 14 years plus 11 years of service accrued under the Suncor Energy Pension Plan defined benefit provisions prior to becoming eligible for SERP. Mr. Smith retired effective December 31, 2025. For Ms. Powell, credited service reflects executive employment of 4 years plus 27 years of service accrued under the Suncor Energy Pension Plan defined benefit provisions prior to becoming eligible for SERP. Messrs. Little and Oldreive joined the defined benefit provisions after initial participation in the defined contribution provisions of the Suncor Energy Pension Plan.

(2)

Represents the estimated annual pension, excluding any employee paid ancillary benefits and before any applicable early retirement reduction that would be received by the NEO based on actual pensionable service to the stated date and actual executive remuneration as at December 31, 2025.

(3)

The defined benefit obligation is the estimated value of the pension obligation to the date indicated using the actuarial assumptions and methods that are consistent with those used in determining the pension obligation as disclosed by Suncor in its consolidated financial statements. See note 22 in Suncor’s audited consolidated financial statements for the year ended December 31, 2025. The methods and assumptions used to determine the estimated amounts may not be identical to those used by other companies and as a result may not be directly comparable to the amounts disclosed by other companies.

(4)

Compensatory change represents the increase (decrease) in the pension obligation for 2025 related to the annual service cost, compensation changes, including target bonus, higher or lower economic and actuarial assumptions and the impact of plan changes, if any. This amount may fluctuate significantly from year-to-year as changes in compensation impact the pension obligation for all years of credited service.

(5)

Non compensatory change includes items such as, but not limited to, interest on the obligation, changes in assumptions for future salary projections and changes to the discount rate.

Management Proxy Circular 2026 Suncor Energy Inc. 40

TABLE OF CONTENTS

Executive Compensation

Defined Contribution Plans. Under the combination provision of the Suncor Energy Pension Plan, applicable to Ms. Powell and Messrs. Little, Oldreive, Smith and Zebedee, Suncor makes contributions to the defined contribution accounts for all employees of 1.5% of basic earnings, plus up to an additional 3% of basic earnings on a 100% matching basis. All contributions to the defined contribution accounts are subject to maximum levels. Under the Suncor Energy Pension Plan, employees may invest the balance of their accounts in a broad range of investment funds made available by the plan. An employee’s investment return is based upon the market returns earned by each fund in which the employee has chosen to invest their contributions. At retirement, employees may transfer the balance of their accounts to a pension account as prescribed by law or the corporation may purchase an annuity on behalf of the employee.

The following table summarizes the defined contribution accounts of each of the NEOs.

Name	Accumulated value as at January 1, 2025 ($)		Compensatory ($)		Accumulated value as at December 31, 2025 ($)
R. M. KRUGER		N/A		N/A		N/A

T. W. LITTLE		26 906		11 470		49 058

D. J. OLDREIVE		55 547		11 470		80 628

S. A. POWELL		502 056		11 470		572 236

P. D. ZEBEDEE		53 256		11 470		73 151

K. P. SMITH		425 903		11 470		511 416

41 Management Proxy Circular 2026 Suncor Energy Inc.

TABLE OF CONTENTS

Termination Agreements and Change of Control Arrangements

Termination Agreements

Suncor has employment termination agreements with each of the NEOs currently employed by the corporation.

Termination Events. The NEOs may be entitled to incremental and/or accelerated compensation as a result of four triggering events:

Voluntary Retirement. Potential benefits relate to accelerated vesting of stock options, in accordance with the terms and conditions of the SOP applicable to all participants.

Termination by Suncor, other than for just cause.

Termination by Suncor, other than for just cause, in connection with a change of control.

Voluntary termination in connection with a change of control. The only potential benefit is vesting in the SERP.

A) Retirement. Mr. Kruger is eligible to voluntarily retire as of December 31, 2025. None of the other NEOs employed by the corporation were eligible to voluntarily retire as of December 31, 2025. Upon retirement, in accordance with the terms and conditions of the SOP, all unvested stock options vest and the expiry date is the earlier of the original expiry date and three years following retirement. Under certain conditions, awards may be pro-rated if the retiree is less than 60 years old.

B) Termination without cause. All NEOs are entitled to payments equal to their base salary plus the value of the Annual Incentive Plan over the 24-month notice period. The Annual Incentive value is the lesser of the prior 3-year average annual amount and the current target award.

Mr. Kruger is treated as a retiree under the SOP, the PSU Plan, and the RSU Plan. See above.

Termination agreements with other NEOs provide for a payment equal to the in-the-money value of all unvested stock options that would have vested during the 24-month notice period. Termination agreements pro-rate outstanding PSUs and RSUs for active service during the 36-month performance period or restricted period. PSUs and RSUs continue to vest and mature on the original schedule, and all performance conditions continue to apply.

Participants in the SERP (Ms. Powell and Mr. Zebedee) and SBPP defined benefit participants (Messrs. Little and Oldreive) receive credit for an additional 24 months of executive defined benefit service.

C) Change of Control + Termination. All NEOs are entitled to payments equal to their base salary plus the value of the Annual Incentive Plan over the 24-month notice period. The Annual Incentive value is the lesser of the prior 3-year average annual amount and the current target award.

For Mr. Kruger, the provisions of the SOP, the PSU Plan, and the RSU Plan apply. Accordingly, on the termination date all unvested options vest, all outstanding RSUs mature, and all unvested PSUs vest. Payments for PSUs and RSUs are determined in accordance with plan provisions. Performance for PSUs is determined up to the termination date.

Termination agreements with the other NEOs override plan provisions for PSUs and RSUs. Stock options are treated in accordance with provisions of the SOP. Treatment of PSUs and RSUs is the same as termination event B (termination without cause). See above.

Participants in the SERP (Ms. Powell and Mr. Zebedee) receive credit for an additional 24 months of service and are immediately vested, if not already vested. SBPP defined benefit participants (Messrs. Little and Oldreive) receive credit for an additional 24 months of executive defined benefit service.

Management Proxy Circular 2026 Suncor Energy Inc. 42

TABLE OF CONTENTS

Executive Compensation

D) Change of Control + Resignation. The only potential benefit is immediate vesting in the SERP. No additional service is provided, and no other payments or benefits are accelerated nor are performance conditions waived. As of his retirement effective December 31, 2025, Mr. Smith was already vested in the SERP. Mr. Zebedee and Ms. Powell would immediately vest.

Governance of Termination Agreements. The HR&CC annually reviews the status of termination agreements and change of control arrangements for Suncor’s senior executives and periodically reviews current governance trends and market practices. Based on the HR&CC’s review of governance trends and market practices, amendments may be made to agreement terms for new participants.

In addition to setting out the rights of Suncor and the executive upon termination, each termination agreement contains non-solicitation, non-competition, and confidentiality provisions.

Double Trigger Change of Control. Termination agreements with all NEOs are “double trigger”, meaning that they provide for payments only upon involuntary termination or constructive dismissal of the executive following a change of control. Change of control is generally defined as a transaction or series of transactions whereby any person or combination of persons, acting jointly or in concert, beneficially owns, directly or indirectly, or exercises control or direction over, 35% or more of the outstanding voting securities of Suncor or its successor.

Termination and Change of Control Benefits

The table below shows the incremental amounts to which the NEOs (other than Mr. Smith) would be entitled under the circumstance of a Termination Event and/or change of control on December 31, 2025.

Type of Termination(1)	Base Salary ($)		Short-Term Incentive(2) ($)		Long-Term Incentive ($)		Pension(3) ($)		Total Payout ($)(9)
R. M. KRUGER

Retirement(4)		—		—		4 281 956		—		4 281 956

Termination (Without Cause)(4)		2 700 000		4 050 000		4 281 956		—		11 031 956

Change of Control + Termination(5)		2 700 000		4 050 000		43 665 838		—		50 415 838
T. W. LITTLE

Termination (Without Cause)(6)		1 000 000		327 110		180 467		128 168		1 635 745

Change of Control + Termination(7)		1 000 000		327 110		237 285		128 168		1 692 563
D. J. OLDREIVE

Termination (Without Cause)(6)		1 330 000		1 130 500		793 276		132 967		3 386 743

Change of Control + Termination(7)		1 330 000		1 130 500		960 397		132 967		3 553 864
S. A. POWELL

Termination (Without Cause)(6)		1 250 000		937 500		663 684		2 819 915		5 671 099

Change of Control + Termination(7)		1 250 000		937 500		806 604		2 819 915		5 814 019

Change of Control + Resignation(8)		—		—		—		961 317		961 317
P. D. ZEBEDEE

Termination (Without Cause)(6)		1 364 000		1 159 400		909 249		3 290 290		6 722 939

Change of Control + Termination(7)		1 364 000		1 159 400		1 106 966		3 290 290		6 920 656

Change of Control + Resignation(8)		—		—		—		1 514 499		1 514 499

(1)

For all the NEOs, for termination with cause or voluntary resignation, no incremental value will be realized. Except for Mr. Kruger, none of the NEOs were eligible to voluntarily retire as of December 31, 2025. NEOs do not receive change of control payments upon a change of control except when accompanied by involuntary termination or constructive dismissal.

(2)

Short-Term Incentives include incremental annual bonus entitlement.

(3)

Mr. Kruger is not eligible to participate in any Suncor pension plan. Ms. Powell and Messrs. Little, Oldreive and Zebedee would be granted an additional two years of executive defined benefit pension service in respect of the notice period under the terms of their termination agreements in the event of termination (without cause), whether in connection with a change of control or not. In addition, in connection with a change of control with termination or resignation, Ms. Powell and Mr. Zebedee, would be immediately vested under the SERP.

(4)

If Mr. Kruger’s employment had been terminated without cause on December 31, 2025, he would be deemed a retiree under the provisions of the SOP, the PSU Plan and the RSU Plan in accordance with his employment agreement. As such, he would retain rights to PSUs and RSUs, and all stock

43 Management Proxy Circular 2026 Suncor Energy Inc.

TABLE OF CONTENTS

options would immediately vest. Long-Term Incentive includes the incremental value of all “in-the-money” unvested option-based awards that vest upon termination, calculated as the difference between the closing price of a common share on the TSX as at December 31, 2025 ($60.92) and the exercise price of the option.

(5)

Assumes involuntary termination without cause upon change of control. All stock options, PSUs, and RSUs would vest upon termination in accordance with the terms and conditions applicable to all employees that receive such awards.

(6)

Long-Term Incentive includes the incremental value of all “in-the-money” unvested option-based awards that would have vested during the 24-month notice period, calculated as the difference between the high-low average price of a common share on the TSX for the five days preceding December 31, 2025 ($59.82) and the exercise price of the option.

(7)

Assumes involuntary termination without cause upon change of control. Long-Term Incentive includes the incremental value of all “in-the-money” unvested option-based awards, calculated as the difference between the closing price of a common share on the TSX as at December 31, 2025 ($60.92) and the exercise price of the option. All stock options would vest upon termination in accordance with the terms and conditions applicable to all employees that receive such awards.

(8)

In the event of resignation upon change of control, immediate vesting in the SERP is the only benefit; there are no further incremental pension benefits payable under this scenario.

(9)

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, and therefore has been excluded from the table above. See “Compensation Disclosure of Named Executive Officers” for a description of the payments Mr. Smith received in connection with his retirement.

Indebtedness of Directors, Executive Officers and Senior Officers

No current or proposed director, executive officer or employee of Suncor, or any former director, executive officer or employee of Suncor, or any associate of any of the foregoing, is, or has been at any time during 2025, excluding routine indebtedness, indebted to Suncor or its subsidiaries, either in connection with the purchase of Suncor securities or otherwise.

Summary of Incentive Plans

The following table sets forth information in respect of securities authorized for issuance under our equity compensation plans as at December 31, 2025.

	Column A				Column B		Column C
Plan Category	Number of securities to be issued upon exercise of outstanding options		Percentage of issued and outstanding		Weighted-average exercise price of outstanding options ($)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column A)		Percentage of issued and outstanding
Equity compensation plans approved by security holders		4 753 685		0.40%		44.23		25 312 058		2.12%
Total		4 753 685		0.40%		44.23		25 312 058		2.12%

The numbers shown beside “Equity compensation plans approved by security holders” refer to options granted under the SOP. In 2025, there were 4,560,383 options exercised pursuant to Suncor’s SOP.

Suncor Energy Stock Option Plan. The SOP provides for the grant of stock options to purchase common shares, as well as the grant of stock appreciation rights (SARs) to eligible employees of Suncor. Eligible employees are persons who provide services to Suncor or any of its subsidiaries or partnerships and for whom we are required by law to make income source withholdings. Non-employee directors are not eligible for stock option awards or SARs under the SOP. The maximum number of common shares currently issuable pursuant to the SOP is 30,065,743 common shares (or 2.52% of the total issued and outstanding common shares on December 31, 2025). Stock options and SARs granted under the SOP may only be exercised during the lifetime of the participant, by such participant and are not assignable.

Options entitle the holder to purchase common shares at a price not less than the Market Value (as defined below) of the shares on the date of grant. Each SAR entitles the holder to receive, upon exercise, payment equal to the difference between the Market Value of a common share on exercise and the Market Value of a common share on the date of grant. The options and SARs generally have a term of seven years with a vesting schedule of one third per year over three years. “Market Value” means the simple average of the daily high and low prices at which common shares were traded in one or more board lots on the TSX over the five trading days immediately preceding the date of grant or exercise date, as the case may be. The exercise price of each option granted cannot be less than the fair market value of a common share at the time of grant.

Suncor does not grant SARs or tandem SARs to Canadian employees.

Performance Share Unit Plan. PSUs form a minimum of 50% of the equity component of total direct compensation for executives. Suncor uses two types of PSUs that are awarded under the PSU plan: Market PSUs and CPSUs.

Management Proxy Circular 2026 Suncor Energy Inc. 44

TABLE OF CONTENTS

Summary of Incentive Plans

Market Performance Share Units. A PSU award may pay out based on a vesting level between 0% and 200% contingent upon Suncor’s performance over a three-year period. PSUs provide for notional dividend re-investment.

The selection of peer group companies for a PSU grant is based on a number of criteria including size (revenue and enterprise value), industry and business scope (integrated and exploration and production companies), oil weighting, peers of peers (the companies most often used as peer companies) and stock behavior and volatility. The selection criteria are reviewed periodically and approved by the HR&CC. The PSU peer group is reviewed annually for new grants, adjusted as appropriate and approved by the HR&CC. Of note, Chevron acquired Hess Corporation as of July 18, 2025.

To reinforce Suncor’s vision of being Canada’s leading energy provider and globally competitive, the HR&CC increased the financial impact of the Canadian peers by counting them three times, effectively creating a peer group of 17 companies, with Canadian competitors making up approximately 50% of the total performance peer group.

Vesting of PSU awards is determined based on Suncor’s TSR relative to peer companies (70% of the vesting level) and Suncor’s ROCE performance relative to targets (30% of the vesting level). Suncor uses a percentile rank approach to determine the relative TSR vesting level.

	Performance Factor (% of PSUs vesting)			Company TSR Percentile Rank vs. Peers
	200%			75th percentile and above

				Linear interpolation between 50th and 75th percentiles

	100%			50th percentile

				Linear interpolation between 25th and 50th percentiles

	50%			25th Percentile

	0%			Below 25th percentile

The HR&CC annually establishes five levels of ROCE performance that correspond to performance factors of 0%, 50%, 100%, 150%, and 200%. Interpolation is used when ROCE performance falls between established levels.

The HR&CC annually reviews the ROCE target and performance range considering updated economic forecasts and actual results through the first quarter of the year. Following this review, the HR&CC made no adjustments to targets for 2025.

Following a robust process, at the end of the three-year PSU grant performance period, TSR is measured and company percentile ranking and ROCE performance determine a performance factor and, if applicable, a payout is made to participants in cash. The final payout value is based on the number of vested PSUs (including dividend equivalents) multiplied by the market price of a common share, as calculated under the PSU Plan provisions.

In the past 10 years, 30% of PSU grant vesting levels have been below target and 70% have been at or above target based on performance results. The HR&CC did not exercise discretion in determining PSU payouts for the 2025 award.

Climate Performance Share Units (CPSU). A CPSU is granted under the PSU Plan to visibly align executive compensation with Suncor’s climate objectives. Awards may pay out based on a vesting level between 0% and 200% contingent upon Suncor’s performance over a three-year period. CPSUs provide for notional dividend re-investment.

First awarded in 2022, the CPSU program for Suncor’s executives will continue as part of their compensation package in 2026. The issuance of CPSUs for each year of the program adjust the metrics in these categories to align with the targeted business activity over the duration of the vesting period. The 2026 CPSU awards will be focused on GHG emissions and intensity reduction in line with our commitment to decarbonize our base business.

Restricted Share Unit Plan. RSUs are granted to employees as part of their competitive compensation at Suncor. As RSU value is tied directly to Suncor’s share price and dividends, RSUs serve to further align participants with shareholder interests.

Each RSU is a right to a cash payment, equivalent in value to one common share based on the value of Suncor’s average common share price for the last 60 trading days up to and including maturity. Grants under the RSU Plan are administered by the HR&CC or its delegate. The RSU Plan provides for notional dividend reinvestment.

Aggregate Potential Dilution. The aggregate potential dilution of all issued, outstanding and authorized options under the SOP was 2.52% at December 31, 2025. Suncor has no other equity compensation plans involving newly issued securities.

Burn Rate. In 2025 there were 1,231,427 stock options granted under the SOP which resulted in a burn rate of 0.10%. In 2024, there were 1,194,582 stock options granted under the SOP which resulted in a burn rate of 0.09%. In 2023, there were 1,610,164 stock options granted under the SOP which resulted in a burn rate of 0.12%.

45 Management Proxy Circular 2026 Suncor Energy Inc.

TABLE OF CONTENTS

Additional Terms of Equity Compensation Plans.

	Issuance of Shares under Plans
	• No one person or company is entitled to receive more than 5% of the issued and outstanding common shares pursuant to all equity-based compensation arrangements.
	• The aggregate number of common shares which may be reserved for issuance under the SOP and all other security- based compensation arrangements of Suncor, must not, within any one-year period be issued, or at any time under such arrangements be issuable, to insiders (as defined in the TSX Company Manual) of Suncor in an amount exceeding 10% of Suncor’s total issued and outstanding securities.
	Amendment
	• The SOP contains an amendment provision providing that the Board may amend, suspend or terminate the SOP as it, in its discretion, may determine, without shareholder approval except for those amendments specifically requiring shareholder approval including: (a) an increase in the number of securities reserved under the SOP; (b) a reduction in an exercise price, or cancellation and reissue of options which benefits any option holder; (c) an amendment that extends the term of an award beyond its original expiry; (d) allowing awards granted under the SOP to be transferable or assignable other than for normal estate settlement purposes; and (e) any amendments to the amendment provision.
	Impact of Change of Control, Reorganization or Other Events Affecting the Corporation
	• Suncor’s equity compensation plans provide for adjustments to be made for the effect of certain events, including but not limited to, subdivision, consolidation, reorganization or other events which necessitate adjustments to the options in proportion with adjustments made to all common shares.
	• Upon a change of control, awards that have been granted under the SOP that remain outstanding on the change of control will be substituted with new awards on substantially the same terms and conditions. Provided the foregoing occurs, a holder’s options will not vest upon or in connection with a change of control unless their employment is terminated within 12 months of the change of control (other than for cause), in which case the options will vest upon the holder’s termination and shall expire three months following the termination date. However, where options that remain outstanding on a change of control are not substituted with new awards on substantially the same terms and in certain other circumstances (including at the discretion of the Board), the outstanding awards will immediately become exercisable. Any award not so exercised will expire at the closing of the change of control transaction.
	Termination of Employment
	• Pursuant to the SOP, in the event of an employee’s involuntary termination (other than for cause, death, permitted leave, retirement or in connection with a change of control) or voluntary termination of employment, unvested options expire immediately, and vested options expire no later than three months from such termination. In the event of the holder’s death, all options become exercisable by the holder’s estate and shall expire no later than 12 months after the date of death. In the event of the holder’s retirement, all options become exercisable and shall expire no later than 36 months after the date of retirement. If a holder is absent from work as a result of a permitted leave, the holder’s options shall continue to vest for a period of 24 months from the date of commencement of the leave and the right to exercise such holder’s options shall terminate no later than the expiration of 12 months from the date that is 24 months from the date of commencement of the leave. If the holder has not returned to active service prior to the expiration of 24 months from the date of commencement of the permitted leave then the holder’s options which were not exercisable 24 months from the date of commencement of such leave shall immediately terminate. In the event of involuntary termination for cause, all options expire on the date of such termination.

Management Proxy Circular 2026 Suncor Energy Inc. 46

TABLE OF CONTENTS

Corporate Governance

Claw Back Policy

The Board approved the adoption of a claw back policy for Suncor in 2012. The policy was updated in 2023 to comply with the recently adopted requirements of Rule 10D-1 under the Exchange Act and related rules of the NYSE. Under the claw back policy, if Suncor restates its financial results due to its material non-compliance with financial reporting requirements under applicable securities laws, it must recover, from any current or former executive officers, certain incentive-based compensation that was received by such executive officers during the three years preceding the date that such restatement was determined to be required. The recoverable amount would be the amount of incentive-based compensation received in excess of the amount that would otherwise have been received had it been determined based on the restated financial measure.

Directors’ and Officers’ Insurance

Policies purchased by Suncor provide insurance for the directors and officers of Suncor against liability for any actual or alleged error, misstatement, misleading statement, act, omission, neglect or breach of duty in discharging their duties, individually or collectively. If Suncor is unable by law to indemnify individual directors and officers, including in an event of insolvency, there is no deductible and a US$200 million limit applies. In 2024, Suncor paid premiums of approximately US$1.6 million for directors’ and officers’ insurance for the 12-month period ending July 1, 2025. In 2025, Suncor paid premiums of approximately US$1.5 million for directors’ and officers’ insurance for the 12-month period ending July 1, 2026.

Advance Notice By-law

Suncor’s Amended and Restated By-Law No. 2, A By-Law Relating to Advance Notice of Nominations of Directors (By-Law No. 2), establishes a framework for advance notice of nominations of persons for election to the Board. By-Law No. 2 sets deadlines for a certain number of days before a shareholders’ meeting for a shareholder to notify the corporation of their intention to nominate one or more directors, and explains the information that must be included with the notice for it to be valid. By-Law No. 2 applies at an annual meeting of shareholders or a special meeting of shareholders that was called to elect directors (whether or not also called for other purposes) and may be waived by the Board. It does not affect the ability of shareholders to requisition a meeting or make a proposal under the Canada Business Corporations Act.

In the case of an annual meeting of shareholders, notice must be given to the corporation not less than 30 days prior to the date of the meeting; provided, however, that if the meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the meeting was made, notice shall be made not later than the close of business on the tenth day following such public announcement. In the case of a special meeting (which is not also an annual meeting) of shareholders, notice must be given not later than the close of business on the fifteenth day following the date on which the first public announcement of the date of the meeting was made. In the case of an annual meeting of shareholders or a special meeting of shareholders called for the purpose of electing directors (whether or not also called for other purposes) where notice and access is used for delivery of proxy related materials, notice must be given not less than 40 days prior to the date of the meeting (but in any event, not prior to the date on which the first public announcement of the date of the meeting was made); provided, however, that if the meeting is to be held on a date that is less than 50 days after the date of such public announcement, notice shall be made, in the case of an annual meeting of shareholders, not later than the close of business on the tenth day following the date on which the first public announcement of the date of the meeting was made and, in the case of a special meeting of shareholders, not later than the close of business on the fifteenth day following the date of such public announcement. Shareholders should consult the full text of By-Law No. 2, which is available on Suncor’s website at www.suncor.com and has been filed under the corporation’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

As at the date of this Circular, the corporation had not received any additional director nominations.

Corporate Governance

The Board is committed to maintaining high standards of corporate governance, and regularly reviews and updates its corporate governance processes and systems in light of changing practices, expectations and legal requirements.

Suncor is a Canadian reporting issuer. Our common shares are listed on both the TSX and the NYSE. Accordingly, our corporate governance practices reflect applicable rules and guidelines adopted by the Canadian Securities Administrators (the Canadian Requirements) and the SEC, including applicable rules adopted by the SEC to give effect to the provisions of the Sarbanes-Oxley Act of 2002 (collectively, the SEC Requirements). NYSE corporate governance requirements are generally not applicable to non-U.S. companies; however, Suncor has reviewed its practices against the requirements of the NYSE applicable to U.S. domestic companies (NYSE Standards). Based on that review, Suncor’s corporate governance practices in 2024 and 2025 did not differ from the NYSE Standards in any significant respect, with the exceptions described in Schedule C under the heading, “Compliance with NYSE Standards.”

47 Management Proxy Circular 2026 Suncor Energy Inc.

TABLE OF CONTENTS

Suncor’s Corporate Governance Summary this year is based on the Canadian Requirements, as set out in National Policy 58-201 – Corporate Governance Guidelines and National Instrument 58-101 – Disclosure of Corporate Governance Practices. This summary has been approved by the Board, on the recommendation of its Governance Committee. Suncor’s Corporate Governance Summary can be found in Schedule C.

Additional Information

Additional information relating to Suncor, including financial information, is provided in Suncor’s audited consolidated financial statements for the year ended December 31, 2025 and in its MD&A, which are included in our 2025 Annual Report. Copies of these documents are available without charge from Suncor at 150 – 6th Avenue S.W., Calgary, Alberta T2P 3E3, or by e-mail request to info@suncor.com, or by referring to the company’s profile on SEDAR+ at www.sedarplus.ca or EDGAR at www.sec.gov.

Advisories

This Circular and the schedules hereto contain certain forward-looking statements and forward-looking information (collectively, forward-looking statements) within the meaning of applicable Canadian and U.S. securities laws and other information based on Suncor’s current expectations, estimates, projections and assumptions that were made by the corporation in light of information available at the time the statement was made and consider Suncor’s experience and its perception of historical trends, including expectations and assumptions concerning: the accuracy of reserves and resources estimates; commodity prices and interest and foreign exchange rates; the performance of assets and equipment; capital efficiencies and cost savings; applicable laws and government policies; future production rates; the sufficiency of budgeted capital expenditures in carrying out planned activities; the availability and cost of labour, services and infrastructure; the satisfaction by third parties of their obligations to Suncor; the development and execution of projects; and the receipt, in a timely manner, of regulatory and third party approvals. All statements and information that address expectations or projections about the future, and statements and information about Suncor’s strategy for growth, expected and future expenditures or investment decisions, commodity prices, costs, schedules, production volumes, operating and financial results, future financing and capital activities, and the expected impact of future commitments are forward-looking statements. Some of the forward-looking statements and information may be identified by words like “expects”, “anticipates”, “will”, “estimates”, “plans”, “scheduled”, “intends”, “believes”, “projects”, “indicates”, “could”, “focus”, “vision”, “goal”, “outlook”, “proposed”, “target”, “objective”, “continue”, “should”, “may”, “potential”, “future”, “opportunity”, “would”, “priority” and similar expressions.

Forward-looking statements in this Circular and the schedules hereto include references to: the business and procedure of the meeting; the composition of the Board following the meeting; factors to be taken into account by the Board in considering its approach to compensation in the future, including the results of the vote on the advisory resolution on the company’s approach to executive compensation and feedback from shareholders; expectations regarding actions taken by the Board and Suncor management to further improve safety, operational and business performance, including the timing and effectiveness thereof; statements regarding the company’s plan to focus on long-term value growth and returns to shareholders, including actions taken in support of such focus and the timing and effectiveness of such actions; the belief that Suncor structures compensation plans and programs and maintains guidelines and policies which limit excessive risk; the belief that there are no identified risks arising from the company’s compensation policies and practices that are reasonably likely to have a material adverse impact on the company; the belief that Suncor provides the right balance in its overall rewards program to attract talent; statements regarding certain plans and strategies to be taken in support of sustainability initiatives and the outcomes and benefits thereof, including the decarbonization of Suncor’s base business and the timing and effectiveness thereof; the expectation that none of the nominees for director will be unable to serve as director; the anticipated timing of the retirement of certain directors from the Board; the belief that a board comprised of people with diverse points of view can add greater value than a board comprised solely of directors with similar backgrounds; Suncor’s commitment to long-term, sustainable, and environmentally-responsible development of the Canadian oil sands and offshore industry; the ability to fund future growth and energy transition opportunities while being resilient through the energy transition, including the actions and objectives to be taken in furtherance thereof; statements regarding the company’s future climate-related disclosure practices, including the expectation that Suncor’s continued transparent reporting will reflect the needs of investors and align with emerging regulations; and the establishment of subsequent objectives and capital allocation priorities.

Forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties, some that are similar to other oil and gas companies and some that are unique to Suncor. Suncor’s actual results may differ materially from those expressed or implied by its forward-looking statements, so readers are cautioned not to place undue reliance on them.

Risks, uncertainties and other factors that could influence the financial and operating performance of all of Suncor’s operating segments and activities include, but are not limited to: changes in general economic, market and business conditions, such as

Management Proxy Circular 2026 Suncor Energy Inc. 48

TABLE OF CONTENTS

Advisories

commodity prices, interest rates and currency exchange rates; fluctuations in supply and demand for Suncor’s products; the successful and timely implementation of capital projects, including growth projects and regulatory projects; risks associated with the development and execution of Suncor’s projects and the commissioning and integration of new facilities; the possibility that completed maintenance activities may not improve operational performance or the output of related facilities; the risk that projects and initiatives intended to achieve cash flow growth, reductions in operating costs and/or GHG emission reductions may not achieve the expected results in the time anticipated or at all; competitive actions of other companies, including increased competition from other oil and gas companies or from companies that provide alternative sources of energy; labour and material shortages; actions by government authorities, including the imposition or reassessment of, or changes to, taxes, fees, royalties, duties, tariffs (or other trade barriers), quotas and other government-imposed compliance costs and mandatory production curtailment orders and changes thereto; changes to laws and government policies that could impact the corporation’s business, including environmental (including climate change), royalty and tax laws and policies; the ability and willingness of parties with whom Suncor has material relationships to perform their obligations to us; the unavailability of, or outages to, third-party infrastructure that could cause disruptions to production or prevent the corporation from being able to transport its products; the occurrence of a protracted operational outage, a major safety or environmental incident, or unexpected events such as fires (including forest fires), equipment failures and other similar events affecting Suncor or other parties whose operations or assets directly or indirectly affect Suncor; the potential for security breaches of Suncor’s information technology and infrastructure by malicious persons or entities, and the unavailability or failure of such systems to perform as anticipated as a result of such breaches; security threats and terrorist or activist activities; the risk that competing business objectives may exceed Suncor’s capacity to adopt and implement change; risks and uncertainties associated with obtaining regulatory, third-party and stakeholder approvals outside of Suncor’s control for the corporation’s operations, projects, initiatives and exploration and development activities and the satisfaction of any conditions to approvals; the potential for disruptions to operations and construction projects as a result of Suncor’s relationships with labour unions that represent employees at the corporation’s facilities; our ability to find new oil and gas reserves that can be developed economically; the accuracy of Suncor’s reserves, resources and future production estimates; market instability affecting Suncor’s ability to borrow in the capital debt markets at acceptable rates or to issue other securities at acceptable prices; maintaining an optimal debt to cash flow ratio; the success of the company’s risk management activities using derivatives and other financial instruments; the cost of compliance with current and future environmental laws, including climate change laws; risks relating to increased activism and public opposition to fossil fuels and oil sands; risks and uncertainties associated with closing a transaction for the purchase or sale of a business, asset or oil and gas property, including estimates of the final consideration to be paid or received; the ability of counterparties to comply with their obligations in a timely manner; risks associated with joint arrangements in which the corporation has an interest; risks associated with land claims and Indigenous consultation requirements; the risk that the company may be subject to litigation; the impact of technology and risks associated with developing and implementing new technologies, including artificial intelligence; and the accuracy of cost estimates, some of which are provided at the conceptual or other preliminary stage of projects and prior to commencement or conception of the detailed engineering that is needed to reduce the margin of error and increase the level of accuracy. The foregoing important factors are not exhaustive.

Many of these risk factors and other assumptions related to Suncor’s forward-looking statements are discussed in further detail in Suncor’s AIF, its MD&A, Form 40-F and other documents it files from time to time with securities regulatory authorities. Copies of these documents and Suncor’s audited consolidated financial statements for the year ended December 31, 2025 are available without charge from Suncor at 150 – 6th Avenue S.W., Calgary, Alberta T2P 3E3, or by email request to info@suncor.com or by referring to the company’s profile on SEDAR+ at www.sedarplus.ca or EDGAR at www.sec.gov. The forward-looking statements contained in this Circular and the schedules hereto are made as of the date hereof. Except as required by applicable securities laws, we assume no obligation to update publicly or otherwise revise any forward-looking statements or the foregoing risks and assumptions affecting such forward-looking statements, whether as a result of new information, future events or otherwise. Any forward-looking statements contained herein are expressly qualified by this cautionary statement.

Financial information in this Circular is reported in Canadian dollars, unless otherwise noted, and is provided in Suncor’s audited consolidated financial statements for the year ended December 31, 2025 and the MD&A. Production volumes are presented on a working interest basis, before royalties, except for production volumes from the company’s Libya operations, which are presented on an economic basis. Certain financial measures in this Circular – namely FFF, normalized free funds flow, AFFO and ROCE are not prescribed by GAAP. FFF, normalized free funds flow, AFFO and ROCE are defined and reconciled, to the most directly comparable GAAP measures, in the Non-GAAP and Other Financial Measures section in the applicable MD&A or Quarterly Report on file with Canadian securities commissions at www.sedarplus.ca and the Form 40-F on file with the SEC and each such reconciliation is incorporated by reference herein. These non-GAAP financial measures are included because management uses this information to analyze business performance, leverage and liquidity. These non-GAAP financial measures do not have any standardized meaning and therefore are unlikely to be comparable to similar measures presented by other companies. Therefore, these non-GAAP financial measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP.

49 Management Proxy Circular 2026 Suncor Energy Inc.

TABLE OF CONTENTS

Schedule A: Shareholder Proposal No. 1

The following shareholder proposal was submitted by British Columbia Investment Management Corporation (BCI), as primary filer, as well as Addenda Capital and the University Pension Plan Ontario (UPP), as co-filers. This proposal and its supporting statement represent the views of the shareholders submitting them. Suncor is required by applicable law to set forth the shareholder proposal and the related supporting statement in the Circular.

For the reasons set forth below in the “Board and Management Statement”, the Board and management recommend that shareholders vote AGAINST this proposal.

Shareholder Proposal and Supporting Statement

Proposed Resolution

RESOLVED: Shareholders of Suncor Energy Inc. request that the Board of Directors of the Corporation prepare a report detailing the company’s governance and oversight of its climate-related risks. The report should align with the climate-related governance indicators of internationally recognized standards such as the International Financial Reporting Standards (IFRS) S2 or the Canadian Sustainability Disclosure Standard (CSDS 2) building on the widely accepted recommendations of the Task Force on Climate related Financial Disclosures (TCFD).

Shareholders request that the report cover the governance processes, controls and procedures the company uses to monitor, manage and oversee climate-related risks and opportunities, such as:

•

which governance body(ies) or individual(s) are responsible;

•

how responsibilities are reflected in board committee mandates and terms of reference;

•

how it is determined whether appropriate skills and competencies are available;

•

how and how often information is shared;

•

if and how target setting and associated progress is overseen and monitored;

•

how performance metrics are included in executive compensation; and,

•

how responsibilities are split between management and the board.

The report should be made available prior to the Corporation’s 2027 annual general meeting.

Supporting Statement

Suncor currently has limited climate-related disclosures including on governance. Yet, the company operates in an emissions-intensive industry and identifies carbon as one of its Principal Risks in its Annual Risk Review. Shareholders require reliable, objective, consistent, comparable, and timely data to make informed investment decisions and to understand the potential impacts of climate-related risks and opportunities on investee companies and investment portfolios.

The company’s 2025 Proxy Circular identifies the entire board as responsible for the oversight of carbon risk. It also assesses every board director as having significant experience in Environment, Health and Safety, including climate risk management, but there are no details on the criteria used to assess this competency. Compared to Canadian oilsands peers such as Cenovus Energy and Canadian Natural Resources, Suncor lacks explicit language related to carbon risk governance in committee charters and lacks a standalone Climate & Emissions expertise area as part of its director skills matrix.

The Climate Action 100+ Net Zero Company Benchmark assesses the company as not disclosing clear evidence of Board or Board committee oversight of climate change risks, lagging the assessment of 11 out of 12 other North American oil & gas companies covered by CA100+ on this indicator.

The International Sustainability Standards Board (ISSB) published IFRS S2, which was adapted by the Canadian Sustainability Standards Board (CSSB) to CSDS 2. Suncor was a financial contributor to the proposed ISSB headquarters in Canada and a company representative was a CSSB implementation committee member. Nearly 40 jurisdictions accounting for almost 60% of global GDP are adopting or otherwise using the ISSB Standards(1).

The requested disclosure would be in line with Suncor’s long history of TCFD-aligned reporting and would provide shareholders with the information required to assess the management of a self-identified principal risk to the company.

We ask shareholders to vote FOR this proposal.

(1)

https://www.ifrs.org/news-and-events/news/2025/11/sustainability-symposium-2025-key-takeaways/

Management Proxy Circular 2026 Suncor Energy Inc. A-1

TABLE OF CONTENTS

Board and Management Statement

Suncor’s Board and management recommend voting AGAINST this proposal for the following reasons:

Suncor uses our Circular, report on sustainability, annual report, and other regulatory filings to disclose information about our governance and oversight of climate-related risks. The issuance of the proposed additional voluntary report would require a significant amount of company resources and would be redundant.

Changes to the Competition Act (Canada) (the “Competition Act”) have also created significant uncertainty for companies like Suncor to communicate publicly about their work to manage environmental performance, including actions and plans to address climate change. Voluntarily expanding our public disclosure practices on climate-related matters at this point in time could expose Suncor to potential claims brought under the Competition Act, with a risk of significant penalties. Future amendments to the Competition Act and rules on climate-related disclosures from Canadian securities regulators could clarify how we can continue to provide this information to our shareholders in the future.

Suncor is, and intends to remain, in full compliance with all applicable legal, regulatory, and industry reporting obligations with respect to financial, risk management, emissions and climate-related reporting.

Recommendation

The Board and management recommend shareholders vote AGAINST this proposal.

A-2 Management Proxy Circular 2026 Suncor Energy Inc.

TABLE OF CONTENTS

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

The following table provides details of options held by the NEOs as at December 31, 2025. Details of options granted to NEOs subsequent to December 31, 2025 are included in the “Compensation Discussion and Analysis” section of the Circular.

		Option-Based Awards
Name	Grant Date	Number of securities underlying unexercised options(1)		Option exercise price ($)		Option expiration date(2)	Value of unexercised “in-the-money” options(3) ($)
R. M. KRUGER President & CEO	May 17, 2023		213 400		39.01	May 17, 2030		4 675 594
	Mar. 1, 2024		183 909		45.77	Mar. 1, 2031		2 786 221

	Feb. 14, 2025		199 528		56.58	Feb. 14, 2032		865 952
T. W. LITTLE Chief Financial Officer	Mar. 1, 2023		3 008		45.57	Mar. 1, 2030		46 173
	Mar. 1, 2024		6 131		45.77	Mar. 1, 2031		92 885

	Nov. 18, 2024		2 261		55.33	Nov. 18, 2021		12 639

	Feb. 14, 2025		20 692		56.58	Feb. 14, 2032		89 803

	Nov. 17, 2025		3 040		61.17	Nov. 17, 2032		—
D. J. OLDREIVE Executive Vice President, Downstream	Aug. 23, 2023		34 567		44.03	Aug. 23, 2030		583 837
	Mar. 1, 2024		47 893		45.77	Mar. 1, 2031		649 829

	Feb. 14, 2025		53 208		56.58	Feb. 14, 2032		230 923
S. A. POWELL SVP, Operational Improvement and Support Services	Feb. 18, 2020		41 911		39.08	Feb. 18, 2027		915 336
	Feb. 16, 2021		13 941		22.63	Feb. 16, 2028		533 801

	Sept. 7, 2021		11 384		23.73	Sept. 7, 2028		423 371

	Feb. 11, 2022		45 181		36.76	Feb. 11, 2029		1 091 573

	Mar. 1, 2023		37 045		45.57	Mar. 1, 2030		568 641

	Sept. 5, 2023		2 801		45.90	Sept. 5, 2030		42 071

	Mar. 1, 2024		40 230		45.77	Mar. 1, 2031		609 485

	Feb. 14, 2025		45 325		56.58	Feb. 14, 2032		196 711

	Nov. 17, 2025		2 027		61.17	Nov. 17, 2032		—
P. D. ZEBEDEE Executive Vice President, Oil Sands	Mar. 1, 2023		17 731		45.57	Mar. 1, 2030		272 171
	Mar. 1, 2024		37 037		45.77	Mar. 1, 2031		561 111

	Feb. 14, 2025		63 061		56.58	Feb. 14, 2032		273 685
K. P. SMITH Executive Advisor	Feb. 18, 2020		138 889		39.08	Feb. 18, 2027		3 033 336
	Feb. 16, 2021		139 406		22.63	Feb. 16, 2028		5 337 856

	Feb. 11, 2022		78 040		36.76	Jan. 1, 2029		1 885 446

	Aug. 16, 2022		57 604		40.14	Jan. 1, 2029		1 197 011

	Mar. 1, 2023		113 982		45.57	Jan. 1, 2029		1 749 624

	Mar. 1, 2024		68 966		45.77	Jan. 1, 2029		1 044 835

	Feb. 14, 2025		70 944		56.58	Jan. 1, 2029		307 897

(1)

Refers to options granted under the SOP.

(2)

Subject to extension in certain circumstances in accordance with the terms of the SOP.

(3)

Value reported reflects the “in-the-money” amount between the closing price on the TSX of a common share on December 31, 2025 ($60.92) and the exercise price of the options held at December 31, 2025.

Management Proxy Circular 2026 Suncor Energy Inc. B-1

TABLE OF CONTENTS

Grant Date Fair Values for Share-Based Awards

The following table provides the grant date fair values for share-based awards granted to NEOs in 2023, 2024 and 2025.

Name	Year		PSUs ($)		RSUs ($)		DSUs ($)
R. M. KRUGER President & CEO		2025		56.58		56.58		—
		2024		45.77		45.77		—

		2023		41.36		41.36		41.36(1)
T. W. LITTLE Chief Financial Officer		2025		57.12(2)		57.12(2)

SUNCOR ENERGY INC 6-K