An anonymous director reports

SUNCOR ANNOUNCES TENDER OFFERS FOR CERTAIN OUTSTANDING SERIES OF NOTES

Suncor Energy Inc. has started tender offers to purchase for cash certain of its outstanding series of notes listed in the attached table for an aggregate purchase price, excluding accrued and unpaid interest, of up to $800-million.

The tender offers are being made upon the terms, and subject to the conditions, described in the offer to purchase dated Sept. 19, 2024 (as it may be amended or supplemented from time to time, the offer to purchase), which sets forth a detailed description of the tender offers. Suncor reserves the right, but is under no obligation, to increase or decrease either of the maximum amounts in the table in its sole discretion, at any time, without extending or reinstating withdrawal rights, subject to compliance with applicable law.

The tender offers for the notes will expire at 5 p.m., New York time, on Oct. 18, 2024, or any other date and time to which Suncor extends the applicable tender offer, unless earlier terminated. Holders of notes must validly tender and not validly withdraw their notes prior to or at 5 p.m., New York time, on Oct. 2, 2024, to be eligible to receive the applicable total consideration, which is inclusive of an amount in cash equal to $30 (U.S.) and $30 per $1,000 (U.S.) and $1,000, respectively, principal amount of notes validly tendered prior to or at the early tender date, and accepted for purchase, plus accrued and unpaid interest (as described below). If a holder validly tenders notes after the applicable early tender date but prior to or at the applicable expiration date, the holder will only be eligible to receive the applicable late tender offer consideration (as defined below), plus accrued and unpaid interest (as described below).

The U.S. total consideration offered per $1,000 (U.S.) principal amount of each series of U.S.-dollar notes validly tendered prior to or at the early tender date, and accepted for purchase pursuant to the applicable tender offer will be determined in the manner described in the offer to purchase by reference to the applicable fixed spread plus the applicable yield based on the bid-side price of the applicable U.S. reference security as displayed on the applicable Bloomberg reference page at 11 a.m., New York time, on the price determination date. The applicable Canadian total consideration for each series of Canadian-dollar notes offered per $1,000 principal amount of each series of Canadian-dollar notes validly tendered prior to or at the early tender date, and accepted for purchase pursuant to the applicable tender offer will be determined in the manner described in the offer to purchase by reference to the applicable fixed spread plus the applicable yield based on the bid-side price of the applicable Canadian reference security as displayed on the applicable Bloomberg reference page at 11 a.m., New York time, on the price determination date.

The late tender offer consideration for each series of notes is equal to the total consideration minus the early tender payment for each series of notes. Holders will also receive accrued and unpaid interest on notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the applicable settlement date.

Suncor intends to finance the purchase of validly tendered and accepted notes with cash on hand.

The tender offers will expire on the applicable expiration date. Provided that the conditions of the applicable tender offer are satisfied, and except as set forth below, payment for the notes validly tendered prior to or at the expiration date, and accepted for purchase, will be made on a date promptly following the expiration date, which is anticipated to be Oct. 22, 2024, the second business day following the expiration date. Suncor reserves the right, in its sole discretion, to make payment for notes validly tendered prior to or at the early tender date and accepted for purchase on an earlier settlement date, which, if applicable, is currently anticipated to be Oct. 7, 2024, the third business day following the early tender date.

Tendered notes may be withdrawn prior to or at, but not after, 5 p.m., New York time, on Oct. 2, 2024, unless extended or earlier terminated by Suncor.

All notes accepted for purchase will be retired and cancelled, and will no longer remain outstanding obligations of Suncor.

The tender offers are subject to the satisfaction or waiver of certain conditions, which are specified in the offer to purchase. The tender offers are not conditioned on any minimum principal amount of notes being tendered.

Information relating to the tender offers

CIBC World Markets Corp., CIBC World Markets Inc. (solely with respect to the tender offers for the Canadian-dollar notes), J.P. Morgan Securities LLC, J.P. Morgan Securities Canada Inc. (solely with respect to the tender offers for the Canadian-dollar notes), Mizuho Securities USA LLC, Mizuho Securities Canada Inc. (solely with respect to the Canadian-dollar tender offers), RBC Capital Markets LLC, RBC Dominion Securities Inc. (solely with respect to the tender offers for the Canadian-dollar Notes), Scotia Capital (USA) Inc., TD Securities (USA) LLC and TD Securities Inc. (solely with respect to the tender offers for the Canadian-dollar notes) are acting as the dealer managers for the tender offers. For additional information regarding the terms of the tender offers, please contact CIBC at 800-282-0822 (toll-free) or 212-455-6427 (collect); J.P. Morgan at 866-834-4666 (toll-free) or 212-834-4818 (collect); Mizuho at 866-271-7403 (toll-free) or 212-205-7736 (collect); RBC at 877-381-2099 (toll-free), 212-618-7843 (collect U.S.) or 416-842-6311 (collect Canada); Scotiabank at 800-372-3930 (toll-free) or 212-225-5000 (collect); or TD Securities at 866-584-2096 (toll-free), 212-827-2842 (collect U.S.) or 416-982-2243 (collect Canada). Global Bondholder Services Corp. will act as the information agent and the tender agent for the tender offers for the U.S.-dollar notes. Computershare Investor Services Inc. will act as the tender agent for the tender offers for the Canadian-dollar notes. Questions or requests for assistance related to the tender offers or for additional copies of the offer to purchase may be directed to Global Bondholder Services at 855-654-2014 (toll-free) or 212-430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the tender offers. The offer to purchase can be accessed on-line.

The full details of the tender offers, including complete instructions on how to tender notes, are included in the offer to purchase. Holders are strongly encouraged to carefully read the offer to purchase, including the documents incorporated by reference therein, because they contain important information. The offer to purchase may be obtained from Global Bondholder Services, free of charge, by calling 212-430-3774 (for banks and brokers), or 855-654-2014 (for all others, toll-free).

Suncor Energy is Canada's leading integrated energy company. Suncor's operations include oil sands development, production and upgrading; offshore oil production; petroleum refining in Canada and the U.S.; and the company's Petro-Canada retail and wholesale distribution networks (including Canada's Electric Highway, a coast-to-coast network of fast-charging EV (electric vehicle) stations). Suncor is developing petroleum resources while advancing the transition to a lower-emissions future through investments in lower-emissions intensity power, renewable feedstock fuels and projects targeting emissions intensity. Suncor also conducts energy trading activities focused primarily on the marketing and trading of crude oil, natural gas, byproducts, refined products and power. Suncor's common shares (symbol: SU) are listed on the Toronto and New York stock exchanges.

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