Dividend Reinvestment and Common Share Purchase Plan

Transcription

1 5 U N CO R) E N E R G Y Dividend Reinvestment and Common Share Purchase Plan August 1997 Dear Shareholder: Suncor Energy inc. is introducing a new investment plan for holders of its common shares. The Dividend Reinvestment and Common Share Purchase Plan provides you with an opportunity to increase your holdings of common shares by reinvesting dividends to purchase additional common shares of the company and by making optional cash contributions toward the purchase of additional common shares. The features of the plan are fully described in the enclosed brochure. We have also enclosed a brief summary of frequently asked questions and answers for your assistance. To participate, complete and sign the enclosed authorization form and return it to Computershare Trust Company of Canada in the postage paid envelope provided. On behalf of the Directors and Officers, we hope that you will take this opportunity to increase your investment in Suncor Energy inc. Yours truly, Richard L. George President and Chief Executive Officer Enclosure Suncor Energy inc. PO. Box th Avenue 5 W. Calgary, Alberta T2P 2VS Tel (403) Fax (403) Website:

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3 TABLE OF CONTENTS INTRODUCTION 1 OVERVI EW 1 BENEFITS TO PARTICIPANTS 1 TAX CONSIDERATIONS 2 THE PLAN 5 PURPOSE 5 PARTICIPATION 5 OPTIONAL CASH PAYMENT 6 METHOD OF PURCHASE 7 PRICE OF COMMON SHARES 8 COSTS 8 STATEMENTS OF ACCOUNT 8 SHARE CERTIFICATES 9 TERMINATION OF PARTICIPATION 11 DISPOSITION OF SHARES HELD IN CERTIFICATE FORM 11 RIGHTS OFFERINGS 11 STOCK DIVIDENDS AND SHARE SUBDIVISIONS 11 SHARE VOTING 11 RESPONSIBILITIES OF THE CORPORATION AND THE AGENT 11 RISK OF MARKET PRICE FLUCTUATIONS 12 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN 12 USE OF PROCEEDS 12 NOTICES 13 GENERAL 13 EFFECTIVE DATE 13 OCP DECLARATION 14 FAQ 18 Shareholders should read carefully the entire Offering Circular before making any decision regarding the dividend reinvestment and common share purchase plan described. ENQUIRIES All enquiries relating to the plan should be addressed to Computershare Trust Company of Canada, 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1 Shareholder Communications Telephone

4 INTRODUCTION OVERVIEW The dividend reinvestment and common share purchase plan (the Plan ) of Suncor Energy Inc. (the Corporation ) provides a method for holders of record of common shares ( Common Shares } of the Corporation (who are residents of Canada or the U.S.) to purchase additional Common Shares by reinvesting cash dividends. The Plan also provides a convenient method for shareholders to invest optional cash payments of up to $5,000 Canadian (or the U.S. dollar equivalent) per fiscal quarter in the purchase of additional Common Shares. Each such share acquisition will be made without payment of brokerage commissions or service charges of any kind. Common Shares issued under the Plan will be issued directly from the treasury of the Corporation. BENEFITS TO PARTICIPANTS Shareholders may wish to consider the following benefits to Participants in the Plan: There are no brokerage commissions or service charges for Common Shares purchased through the Plan and all administration COSTS of the Plan will be paid by the Corporation. Full reinvestment of dividends is achieved since the Plan permits fractions of Common Shares to be credited to a Participant s account. All Common Shares purchased under the Plan will be held for the Participant s account by Computershare Trust Company of Canada (the Agent ) as trustee on behalf of the Participant. The Agent will provide statements to each Participant following each dividend payment date. Optional cash payments of up to $5,000 Canadian (or the U.S. dollar equivalent) per fiscal quarter may also be applied to the purchase of Common Shares. Participation in the Plan may be terminated at any time subject to the notice and settlement requirements of the Plan. 1

5 TAX CONSIDERATIONS This summary is not exhaustive of all possible income tax considerations and Participants are advised to consult their own tax advisors with respect to their particular circumstances. Canadian Federal Income Tax Considerations The following is a general summary of the principal Canadian federal income tax considerations generally applicable to Participants who reinvest cash dividends and/or invest optional cash payments in additional Common Shares under the Plan. This summary is based on the provisions of the Income Tax Act (Canada) (the Tax Act ), the regulations thereunder and the administrative practices published in writing by Revenue Canada - Customs, Excise and Taxation as of April 1, This summary does not take into account provincial or foreign tax legislation or considerations. 1. Canadian Taxes for Residents of Canada This summary is applicable to Participants who, for purposes of the Tax Act, are resident in Canada, hold their Common Shares as capital property and deal at arm s length with the Corporation. Participants will be subject to tax under the Tax Act on all dividends paid on Common Shares whether such shares are held of record by the Participant or held of record by the Agent for the account of the Participant pursuant to the Plan which are reinvested in Common Shares under the Plan, in the same manner as the Participant would have been if the dividends had been received directly by the Participant. The cost to a Participant of Common Shares purchased on the reinvestment of dividends or with optional cash payments made by the Participant to the Agent will be the Canadian dollar equivalent of the price paid by the Agent for the shares, being the Average Market Price per share. The cost of such Common Shares will be averaged with the adjusted cost base of all other Common Shares held by the Participant for purposes of subsequently computing the adjusted cost base of each Common Share owned by the Participant. A disposition of Common Shares, whether by the Participant directly or by the Agent on behalf of the Participant, may give rise to a capital gain (or loss) 2

6 to the extent the proceeds of disposition are greater than (or less than) the adjusted cost base of the shares plus any reasonable costs of disposition. In computing revenue, a Participant must include three-quarters of the amount by which capital gains for the taxation year exceed capital losses for that year. The payment of cash in settlement of a fraction of a share on termination of participation in the Plan will constitute a disposition of such fraction of a share for proceeds equal to the cash payment. 2. Canadian Taxes for Non-Residents of Canada This summary is applicable only to Participants who, for purposes of the Tax Act, are not resident or deemed resident in Canada, who deal at arm s length with the Corporation and who do not use or hold and are not deemed to use or hold their Common Shares in carrying on business in Canada. Dividends paid or credited on Common Shares to a non-resident of Canada (whether such shares are held of record by the non-resident or of record by the Agent for the account of the non-resident pursuant to the Plan) are generally subject to Canadian withholding tax whether or not such dividends are reinvested under the terms of the Plan Under the Tax Act, the rate of withholding tax is 25% of the gross amount of such dividends. which rate is subject to reduction under the provisions of any applicable tax treaty. Under the terms of the Canada-United States Income Tax Convention (the Convention ), the rate of non-resident withholding tax will not exceed 15% in the case of dividends paid or credited to a resident of the United States who is the beneficial owner of such dividends. Gains realized on the disposition of Common Shares by a non-resident of Canada will not generally be subject to tax under the Tax Act unless such shares are or are deemed to be taxable Canadian property within the meaning of the Tax Act and the non-resident is not entitled to relief under a tax treaty between Canada and the non-resident s country of residence. Common Shares will generally not be taxable Canadian property of the holder unless, at any time during the five year period immediately preceding a disposition, the holder, persons with whom the holder did not deal at arm s length or the holder and persons with whom the holder did not deal at arm s length, owned, in aggregate, 25% or more of the issued shares of any class or series of shares of the Corporation. United States Federal Income Tax Considerations The following is a summary of the certain U.S. federal income tax considerations generally applicable to Participants who reinvest cash dividends and/or 3

7 invest optional cash payments in additional Common Shares under the Plan. The summary is based upon the Internal Revenue Code of 1986 ( the Code ), as amended, existing and proposed regulations promulgated thereunder, and judicial and administrative interpretations. This summary does not address all aspects of U.S. federal income tax law that may be relevant to Participants based upon their particular circumstances or to Participants subject to special treatment under U.S. federal income tax law (including insurance companies. tax-exempt organizations, regulated investment companies, financial institutions. broker-dealers or movers of 10% or more in terms of vote or value of the stock of the Corporation). Participants who reinvest cash dividends in additional Common Shares will be treated for U.S. federal income tax purposes as having received a taxable dividend in an amount equal to the fair market value of the Common Shares acquired with reinvested dividends pursuant to the Plan, plus the amount of any Canadian withholding tax withheld therefrom. The fair market value of the Common Shares so acquired will be equal to 100% of the average of the high and low sale prices of Common Shares on the dividend payment date. The amount of any such dividend will not be eligible for the dividends received deduction generally available to corporate shareholders. The taxation of optional cash payments is not entirely clear. The Internal Revenue Service has issued rulings that Participants will be treated as having received a distribution (which would be a taxable dividend) upon the purchase of Common Shares with an optional cash investment, in an amount equal to the excess, if any, of the fair market value of the Common Shares (as determined under the method described above) acquired on the dividend payment date over the optional cash payment plus the amount of any Canadian withholding tax withheld therefrom. Subject to certain limitations, Canadian taxes withheld will be eligible for credit against a Participant s U.S. federal income taxes. 4

8 THE PLAN PURPOSE The Dividend Reinvestment Common Share Purchase Plan (the Plan ) allows eligible holders of common shares ( Common Shares ) of Suncor Energy Inc. (The Corporation ) to conveniently purchase new Common Shares of the Corporation by reinvesting their cash dividends and making optional cash payments in the minimum amount of Canadian $100 and up to an aggregate of Canadian $5,000 per fiscal quarter or the equivalent amount in U.S. currency based on the noon rate of exchange reported by the Agents principal banker as of such date (the Equivalent Amount ), calculated on the date of bank deposit by the Agent. PARTICIPATION Except as described below a registered holder of Common Shares of the Corporation (who is a resident of Canada or the U.S.) is eligible to participate in the Plan at any time by completing the required form (an Authorization Form ) and sending it to Computershare Trust Company of Canada (the Agent or Computershare Trust ) at the address referred to under the heading Notices. An Authorization Form may be obtained at any time upon request to the Agent. A beneficial owner of Common Shares of the Corporation whose shares are not registered in his or her own name (for example, a person whose shares are held and registered in a nominee account, such as in the name of a broker) and who wishes to participate in the Plan must transfer such shares either into his or her own name or into a specific segregated registered account, such as a numbered account with a bank, trust company or broker and request such nominee participate in the Plan on his or her behalf. Beneficial owners must make their own arrangements with the bank, trust company or broker in order to participate. Once a shareholder has enrolled in the Plan, participation continues automatically, unless terminated in accordance with the terms of the Plan. Under the terms of the Plan, shareholders direct the Agent to reinvest cash dividends on all of the Common Shares of the Corporation and fractions thereof registered in a particular name or manner to purchase new Common Shares of the Corporation. A registered holder of Common Shares shall become a participant in the Plan (a Participant ) with regard to the reinvestment of dividends as of the 5

9 first dividend record date following receipt by the Agent of a properly completed Authorization Form provided that the Authorization Form is received not less than five business days before such dividend record date. If an Authorization Form is received by the Agent less than five business days before the record date for a particular dividend, that dividend will be paid to the shareholder in the usual manner and participation in the Plan will commence with the next dividend. Dividend record dates for the Common Shares are usually on or about the 15th day of March, June, September and December in each year. Participants should note that Common Shares of the Corporation acquired outside of the Plan may not be registered in exactly the same name or manner as Common Shares enrolled in the Plan and therefore may not be automatically enrolled in the Plan. Participants purchasing additional Common Shares outside of the Plan are advised to contact the Agent to ensure that all Common Shares owned by them are enrolled in the Plan. The right to participate in the Plan is not assignable by a Participant. OPTIONAL CASH PAYMENT A holder of Common Shares who has elected to participate in the Plan, may make optional cash payments to be applied toward the purchase of additional Common Shares of the Corporation, these optional cash payments may not be less than $100 Canadian or the Equivalent Amount per remittance and may not exceed an aggregate of $5,000 Canadian of the Equivalent Amount in any fiscal quarter, which ends on the last day of March, June, September and December of each year. Shareholders with Common Shares registered in the name of an investment dealer who is registered with a Canadian securities commission, may make optional cash payments without first becoming registered shareholders of the Corporation. To do so, the investment dealer must file with the Agent a duly completed Authorization Form, and certification that not more than $5,000 Canadian per quarter is being paid on behalf of any beneficial owner. There is no obligation on a Participant to make optional cash payments nor to make all such payments in the same amount. The aggregate number of Common Shares which may be purchased by all Participants in any fiscal year of the Corporation under the optional cash payments may not exceed 2% of the outstanding Common Shares at the beginning of the fiscal year. In the event this limit would be exceeded in any fiscal quarter, available Common Shares will be allocated by the Agent on a pro rata basis. 6

10 Optional cash payments may be made when enrolling in the Plan by enclosing a cheque or money order (in United States or Canadian currency), made payable to the Agent, with the completed Authorization Form. Thereafter, optional cash payments may be made by using the cash payment form enclosed with each quarterly statement of account sent to Participants and enclosing a cheque or money order for the amount of the purchase. Optional cash payments will be used to purchase Common Shares on the applicable dividend payment date. To be invested in a quarter, optional cash payments must be received by the Agent not less than one business day before the dividend record date. Optional cash payments received by the Agent on or after this date will be held for investment on the next applicable dividend payment date unless otherwise instructed by the Participant. No interest will be paid to Participants on any funds held for investment pursuant to the Plan. A Participant may cancel an optional cash payment by written notice received by the Agent on or before the business day preceding the dividend payment date. Payments received in U.S. currency will be converted to Canadian currency at the noon rate of exchange of the principal banker of the Agent on the date of bank deposit by the Agent. Payment in currencies other than Canadian or U.S. dollars are not acceptable. METHOD OF PURCHASE Cash dividends payable on Common Shares registered to a Participant in the Plan will be paid to the Agent and applied automatically by the Agent on each dividend payment date to the purchase of new Common Shares for the Participant. New Common Shares will also be acquired with the cash dividends paid on Common Shares accumulated in the Participant s account. Dividends paid for non-resident shareholders will be reduced by the amount of the applicable withholding tax. A Participant s account will be credited with the number of new Common Shares of the Corporation, including fractions computed to four decimal places, which is equal to the dividends reinvested for such Participant divided by the applicable purchase price. Full reinvestment of dividends under the Plan is possible because fractions of Common Shares as well as whole Common Shares are credited to a Participants account. The rounding of any fractional interest is determined by the Agent using such methods as it deems appropriate in the circumstances. Common Shares issued pursuant to the Plan will be registered in the name of Computershare Trust, as agent for Participants. 7

11 PRICE OF COMMON SHARES The Agent will purchase Common Shares from the Corporation under the Plan on behalf of the Participants at the price calculated by the Corporation as the weighted average of the high and low prices for board lots (100 shares or multiples thereof) of the Common Shares traded on the five trading days preceding a dividend payment date on the exchange which has the highest volume of Common Shares traded (the Average Market Price ). If that exchange is the New York Stock Exchange, the exchange rate from United States dollars to Canadian dollars shall be the noon rate of exchange of the principal banker of the Agent on the dividend payment date. COSTS There are no brokerage commissions payable with respect to share purchases under the Plan because the Participant purchases new Common Shares directly from the Corporation. A Participant will be responsible for brokerage commissions on a disposition of whole Common Shares effected by the Agent if the Corporation terminates a Participant from the Plan as described under Termination of Participation. All administrative costs of the Plan are paid by the Corporation. STATEMENTS OF ACCOUNT The Agent will maintain an account for each Participant in the Plan. A statement of account will be mailed by the Agent to each Participant approximately two weeks after each dividend payment date. This statement will set out the amount of cash dividends paid on the Participant s Common Shares, the number of new Common Shares purchased through the Plan (both through reinvestment of cash dividends and additional optional purchases), the purchase price per share and the updated total number of Common Shares being held by the Agent for the Participant in his or her account. These statements of account are a Participant s continuing record of the cost of purchases and should be kept for tax purposes. In addition, each Participant will receive the appropriate information annually for reporting dividends for tax purposes. SHARE CERTIFICATES New Common Shares purchased through the Plan, whether through reinvestment of cash dividends or additional optional purchases, will be held in the name of the Agent, or its nominee, for a Participant and reported on the 8

12 Participant s statement of account. This service protects against loss, theft or destruction of share certificates. However, a Participant who requires a share certificate but who does not wish to terminate participation in the Plan may obtain a certificate for any number of whole Common Shares held in his or her account be written request to the Agent. A certificate will not he issued for a fraction of a share. Plan accounts are maintained in the name in which certificates were registered with the Corporation at the time a Participant enrolled in the Plan. Consequently certificates for whole Common Shares withdrawn from the account maintained for a Participant by the Agent will be registered in exactly the same manner when issued. Shares being held by the Agent for a Participant pursuant to the Plan may not be pledged, sold or otherwise disposed of by a Participant. A Participant who wishes to do so must request that a certificate for the required number of Common Shares be issued before such action may be taken. Certificates will generally be issued to a Participant within three weeks of receipt by the Agent of a Participant s written request. The newly certificated Common Shares will continue to be eligible to participate in dividend reinvestment under the Plan. TERMINATION OF PARTICIPATION Participation in the Plan may be terminated by a Participant by written notice to the Agent signed by the registered holder. Generally a termination will be processed within three weeks of receipt by the Agent of a written request for termination or, if the request is received less than one business day before a dividend record date, within three weeks after the next dividend payment date. When a Participant terminates participation in the Plan, unless the Participant has requested the sale of all the Common Shares for his or her account as described below. the Participant will receive from the Agent a certificate for the whole Common Shares held in the Participant s account and a cash payment for any fraction of a Common Share and any optional cash payments which have not been invested. A Participant may also request the sale of all the Common Shares held for his or her account pursuant to the Plan. In this event, the Agent will sell such shares through a stock broker designated by the Agent as soon as reasonably 9

13 practicable following receipt by the Agent of the notice of termination and request for sale. The proceeds of such sale, less brokerage commissions and transfer taxes, if any, will be paid to the terminating Participant by the Agent together with a cash payment for any fraction of a share held in such Participant s account. Common Shares that are sold may be commingled with common shares of other terminating Participants, in which case, the proceeds to each terminating Participant will be based on the average sale prices of all shares so commingled. The cash payment for any fraction of a Common Share will be based on the Average Market Price for the immediately preceding dividend. Participation in the Plan will be terminated upon receipt by the Agent of evidence of the death of a Participant from such Participant s duly appointed legal representative. In such case, a certificate for the whole Common Shares in the Participant s account will be issued in the name of the deceased Participant and/or the name of the estate of the deceased Participant, as appropriate, along with a cash payment for any fraction of a Common Share in the account based upon the Average Market Price for the immediately preceding dividend and any optional cash payments which have not been invested. Requests for issuance of a share certificate and/or a cash payment for a fractional Common Share in the name of an estate must be accompanied by appropriate documentation. After termination of participation in the Plan, all dividends will be paid to the shareholder in cash. The Corporation reserves the right to terminate participation in the Plan if the number of Common Shares purchased bv a Participant through the Plan is less than one Common Share over a period of 12 consecutive months. Upon termination by the Corporation pursuant to this provision, the Agent will sell the whole Common Shares in the Participant s account and pay the Participant the proceeds of such sale, net of brokerage commissions and transfer taxes, if any; together with cash for any fraction of a Common Share held in the account based upon the Average Market Price for the immediately preceding dividend. A Participant may receive cash payments in United States or Canadian currency. Unless a Participant elects otherwise in his notice of termination, a Participant having a Canadian mailing address as shown on the records of the Agent will receive payment in Canadian currency and a Participant having a non-canadian mailing address as shown on the records of the Agent will receive payment in United States currency. 10

14 DISPOSITION OF SHARES HELD IN CERTIFICATE FORM If a Participant sells or transfers all the Common Shares held in certificate form that are enrolled in the Plan, but does not sell Common Shares that are being held for such person by the Agent in his or her account, participation in the Plan will continue for the latter shares. subject to termination as described under Termination of Participation and Amendment. Suspension or Termination of the Plan. RIGHTS OFFERINGS If the Corporation makes available to its registered holders of Common Shares any rights to subscribe for additional Common Shares or other securities, rights certificates will be forwarded to Participants in the Plan in proportion to the number of whole Common Shares owned. including Common Shares being held for them by the Agent. Such rights will not be made available for any fraction of a Common Share held for a Participant. STOCK DIVIDENDS AND SHARE SUBDIVISIONS Any stock dividends on the Common Shares will be credited to a Participant s account based on whole and fractional Common Shares being held for a Participant by the Agent. Common Shares resulting from a share subdivision will also be credited to a Participant s account based on whole and fractional Common Shares being held for a Participant by the Agent. Certificates for Common Shares resulting from such a stock dividend or share subdivision with respect to Common Shares held in certificate form by a Participant will be mailed directly to the Participant in the same manner as to shareholders who are not participating in the Plan. SHARE VOTING Whole Common Shares held in a Participant s account by the Agent are voted in the same manner as Common Shares held by a shareholder in certificate form, either by proxy or by the Participant in person. Shares for which instructions are not received will not be voted. A fractional share does not carry the right to vote. RESPONSIBILITIES OF THE CORPORATION AND THE AGENT Neither the Corporation nor the Agent shall be liable for any act undertaken or omitted in good faith, or have any duties, responsibilities or liabilities 11

15 except as are expressly set forth in the Plan or required by law. Without limiting the foregoing, neither the Corporation nor the Agent shall be liable in respect of the prices at which Common Shares are purchased or sold for the Participants account. Participants should recognize that neither the Corporation nor the Agent can assure them a profit or protect them against a loss on the Common Shares purchased under the Plan. RISK OF MARKET PRICE FLUCTUATIONS A Participant s investment in Common Shares acquired under the Plan is no different from an investment in Common Shares directly held. Accordingly, neither the Corporation nor the Agent can assure a profit or protect Participants against a loss on shares acquired under the Plan and each Participant shall bear the risk of loss and realize the benefits of any gain from market price changes with respect to Common Shares acquired under the Plan. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN The Corporation reserves the right to amend, suspend or terminate the Plan at anv time, but such action shall have no retroactive effect which would prejudice the interests of Participants. Participants will be sent written notice of any material amendment, or any suspension or termination. If the Plan is terminated by the Corporation, a Participant will receive a certificate for whole Common Shares being held in a Participants account and a cash payment for any fraction of a Common Share and for any uninvested optional cash payments will be remitted as soon as possible to each Participant. In the event of suspension of the Plan by the Corporation, no investment will be made by the Agent on the dividend payment date following the effective date of such suspension. The Corporation or the Agent, as the case may be, will remit to the Participants the amount of any optional cash payments which are not invested as of the effective date of such suspension and dividends on Common Shares which are paid after the effective date of such suspension. USE OF PROCEEDS The proceeds received by the Corporation from the issue of new Common Shares under the Plan will be used for general corporate purposes. 12

16 NOTICES All notices required to be given to a Participant in the Plan will be mailed to the Participant at the most recent address shown on the records of the Agent. Al1 communications to the Agent and requests for forms or information regarding the Plan should be directed to: Computershare Trust Company of Canada 100 University Avenue, 9th Floor Toronto, Ontario M5J 2Y1 Shareholder Communications Telephone GENERAL The Corporation reserves the right to interpret and regulate the Plan as it deems necessary or desirable. Any reference herein to a dividend record date or a dividend payment date means such date with respect to a dividend payable on Common Shares of the Corporation. Unless the context otherwise requires, words imparting the singular number only shall include the plural and vice versa, words imparting the masculine gender shall include the feminine and neuter genders and vice versa and words imparting persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations. The Plan shall be governed and construed by and in accordance with the laws of the Province of Alberta. EFFECTIVE DATE The effective date of the Plan is August 15,

17 FAQ Q. What is the Dividend Reinvestment and Common Share Purchase Plan? A. This plan provides you with an opportunity to increase your investment in Suncor Energy Inc. ( Suncor Energy ) by reinvesting your common share dividends to purchase additional common shares. It also allows you to make cash contributions to purchase additional common shares each quarter. Q Why would I want to participate in the plan? A. There are several key benefits. As a participant, you will not have to pay any brokerage commissions on your common share purchases. Purchases of fractional and whole shares are credited to your account, facilitating a full investment of your dividends and cash contributions. In addition the dividends will be reinvested immediately upon payment. Q. How can I become a plan participant? A. In order to participate and have your next dividend payment reinvested in shares, you must complete, sign and return the authorization form to Computershare Trust Company of Canada ( Computershare Trust ) at least five business days before the next dividend record date, which is usually announced quarterly. Q. What price will be paid for the shares purchased under the plan? A. Computershare Trust will purchase shares from Suncor Energy on behalf of plan participants using an average closing price for board lots (100 shares or multiples thereof) for a period of five trading days preceding the applicable dividend payment date on the stock exchange which has the highest volume of common shares traded during the period. Q. How will I keep track of the shares purchased on my behalf under the plan? A. You will receive a quarterly statement of your account from Computershare Trust reflecting each purchase of common shares. Shares purchased under the plan will be registered in the name of Computershare Trust and held by Computershare Trust Company on your behalf. Certificates for whole shares issued under the plan will be sent to shareholders only on on written request. 18

18 Q. How can I purchase additional shares over and above those which my dividends will buy? A. With the authorization form, you may send a cheque or money order (subject to a minimum contribution of $100) for up to $5,000 Canadian or the United States equivalent, payable to Computershare Trust Company of Canada. Each quarter thereafter. you may contribute up to an additional $5,000 Canadian or the United States equivalent to increase your investment in Suncor Energy. We suggest that your cheque or money order be dated as close as possible but not on the next dividend payment date, as no interest is payable on funds held for investment under the Plan. Q Can I receive my dividends in cash but choose to make optional cash contributions? A. No. Shareholders must participate in the dividend reinvestment portion of the plan in order to be entitled to make optional cash contributions. Q. If I make a cash contribution in one quarter, am I obliged to continue making these contributions every quarter? A. No. Once you are enrolled in the plan, you may opt to buy additional common shares with a cash contribution at your discretion. The amount of your cash contribution may also varv each quarter. Only your dividends will continue to be reinvested on a regular basis unless you terminate your participation in the plan. Q. How do I become a plan participant if my shares are registered through an investment broker? A. If you wish to become a member of the plan and your Common Shares are held through an investment broker, we recommend that you call your broker directly to inquire about participation. Q. How can I get more information about the plan? A. Please refer to the enclosed brochure for further details. If you have additional questions. you may contact Computershare Trust at (403) or as set out in the brochure. SUNCORJ Dividend Reinvestment and Common Share Purchase Plan 19